##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







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

For the quarterly period ended March 31, 2010

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





LIONBRIDGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)







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





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act)     Yes   ̈    No  x

The number of shares outstanding of the registrants common stock, par value $0.01 per share, as of April 30, 2010 was
59,589,489.









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LIONBRIDGE TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

TABLE OF CONTENTS



|                              |  |                                                                                                                 |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                 |  | Page
|                              | 
|PART I: FINANCIAL INFORMATION |  |                                                                                                                
|                              |  |                                                                                                                
|ITEM 1                        |  | Condensed Consolidated Financial Statements:                                                                    |  | 3   
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2010 and December 31,
2009                    |  | 3   
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 
31, 2010 and 2009 |  | 4   
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 
31, 2010 and 2009 |  | 5   
|                              |  |                                                                                                                
|                              |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                |  | 6   
|                              |  |                                                                                                                
|ITEM 2                        |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                           |  | 15  
|                              |  |                                                                                                                
|ITEM 3                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 25  
|                              |  |                                                                                                                
|ITEM 4                        |  | Controls and Procedures                                                                                         |  | 25  
|                              | 
|PART II: OTHER INFORMATION    |  |                                                                                                                
|                              |  |                                                                                                                
|ITEM 1                        |  | Legal Proceedings                                                                                               |  | 27  
|                              |  |                                                                                                                
|ITEM 1A                       |  | Risk Factors                                                                                                    |  | 28  
|                              |  |                                                                                                                
|ITEM 2                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                     |  | 28  
|                              |  |                                                                                                                
|ITEM 6                        |  | Exhibits                                                                                                        |  | 28  
|                              | 
|SIGNATURE                     |  | 29                                                                                                             
|                              | 
|EXHIBIT INDEX                 |  | 29                                                                                                             



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PART I. FINANCIAL INFORMATION



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

LIONBRIDGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)



|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                            |  | March 31,2010 |          |   | December 31,2009 |  
|                                                                                                                                                                            |  | (unaudited)   |          |   |                  |  
|ASSETS                                                                                                                                                                      |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                   |  | $             | 23,078   |   |                  | $ | 27,432   |  
|Accounts receivable, net of allowance of $500 at March 31, 2010 and December 31, 2009                                                                                       |  |               | 49,880   |   |                  |   | 55,501   |  
|Unbilled receivables                                                                                                                                                        |  |               | 23,887   |   |                  |   | 17,246   |  
|Other current assets                                                                                                                                                        |  |               | 11,502   |   |                  |   | 8,290    |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                        |  |               | 108,347  |   |                  |   | 108,469  |  
|Property and equipment, net                                                                                                                                                 |  |               | 15,318   |   |                  |   | 12,681   |  
|Goodwill                                                                                                                                                                    |  |               | 9,675    |   |                  |   | 9,675    |  
|Other intangible assets, net                                                                                                                                                |  |               | 13,256   |   |                  |   | 14,480   |  
|Other assets                                                                                                                                                                |  |               | 8,047    |   |                  |   | 7,414    |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                |  | $             | 154,643  |   |                  | $ | 152,719  |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|                                                                                                                                                                            |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                        |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                        |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                            |  | $             | 21,555   |   |                  | $ | 20,831   |  
|Accrued compensation and benefits                                                                                                                                           |  |               | 17,405   |   |                  |   | 16,524   |  
|Accrued outsourcing                                                                                                                                                         |  |               | 9,912    |   |                  |   | 9,539    |  
|Accrued merger and restructuring                                                                                                                                            |  |               | 1,818    |   |                  |   | 1,773    |  
|Income taxes payable                                                                                                                                                        |  |               | 685      |   |                  |   | 1,421    |  
|Accrued expenses and other current liabilities                                                                                                                              |  |               | 11,423   |   |                  |   | 10,715   |  
|Deferred revenue                                                                                                                                                            |  |               | 10,736   |   |                  |   | 11,484   |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                   |  |               | 73,534   |   |                  |   | 72,287   |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Long-term debt, less current portion                                                                                                                                        |  |               | 24,700   |   |                  |   | 24,700   |  
|Deferred income taxes, long-term                                                                                                                                            |  |               | 643      |   |                  |   | 643      |  
|Other long-term liabilities                                                                                                                                                 |  |               | 14,015   |   |                  |   | 14,060   |  
|Contingencies (Note 11)                                                                                                                                                     |  |               |          |   |                  |   |          |  
|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; 59,580,272 and 58,192,394 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively |  |               | 596      |   |                  |   | 582      |  
|Additional paid-in capital                                                                                                                                                  |  |               | 259,151  |   |                  |   | 258,449  |  
|Accumulated deficit                                                                                                                                                         |  |               | (234,937 | ) |                  |   | (235,414 | )
|Accumulated other comprehensive income                                                                                                                                      |  |               | 16,941   |   |                  |   | 17,412   |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                  |  |               | 41,751   |   |                  |   | 41,029   |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                  |  | $             | 154,643  |   |                  | $ | 152,719  |  
|                                                                                                                                                                            |  |               |          |   |                  |   |          |  

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 EndedMarch 31, |        
|                                                                            |  | 2010                        |         | 2009 |  
|Revenue                                                                     |  | $                           | 100,780 |      | $ | 88,403 |  
|Operating expenses:                                                         |  |                             |         |      |   |        |  
|Cost of revenue (exclusive of depreciation and amortization included below) |  |                             | 68,945  |      |   | 61,173 |  
|Sales and marketing                                                         |  |                             | 6,968   |      |   | 7,693  |  
|General and administrative                                                  |  |                             | 18,792  |      |   | 18,803 |  
|Research and development                                                    |  |                             | 758     |      |   | 1,185  |  
|Depreciation and amortization                                               |  |                             | 1,130   |      |   | 1,141  |  
|Amortization of acquisition-related intangible assets                       |  |                             | 1,223   |      |   | 1,380  |  
|Merger, restructuring and other charges                                     |  |                             | 1,189   |      |   | 993    |  
|                                                                            |  |                             |         |      |   |        |  
|Total operating expenses                                                    |  |                             | 99,005  |      |   | 92,368 |  
|                                                                            |  |                             |         |      |   |        |  
|Income (loss) from operations                                               |  |                             | 1,775   |      |   | (3,965 | )
|Interest expense:                                                           |  |                             |         |      |   |        |  
|Interest on outstanding debt                                                |  |                             | 297     |      |   | 537    |  
|Amortization of deferred financing costs and discount on debt               |  |                             | 44      |      |   | 44     |  
|Interest income                                                             |  |                             | 25      |      |   | 59     |  
|Other expense, net                                                          |  |                             | 274     |      |   | 5      |  
|                                                                            |  |                             |         |      |   |        |  
|Income (loss) before income taxes                                           |  |                             | 1,185   |      |   | (4,492 | )
|Provision for income taxes                                                  |  |                             | 708     |      |   | 584    |  
|                                                                            |  |                             |         |      |   |        |  
|Net income (loss)                                                           |  | $                           | 477     |      | $ | (5,076 | )
|                                                                            |  |                             |         |      |   |        |  
|Net income (loss) per share of common stock:                                |  |                             |         |      |   |        |  
|Basic                                                                       |  | $                           | 0.01    |      | $ | (0.09  | )
|Diluted                                                                     |  | $                           | 0.01    |      | $ | (0.09  | )
|Weighted average number of common shares outstanding:                       |  |                             |         |      |   |        |  
|Basic                                                                       |  |                             | 56,367  |      |   | 55,857 |  
|Diluted                                                                     |  |                             | 58,221  |      |   | 55,857 |  

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)



|                                                                                                   |  |                             |        |   |      |   |         |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | -
|                                                                                                   |  | Three Months EndedMarch 31, |       
|                                                                                                   |  | 2010                        |        |   | 2009 |  
|Cash flows from operating activities:                                                              |  |                             |        |   |      |   |         |  
|Net income (loss)                                                                                  |  | $                           | 477    |   |      | $ | (5,076  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                             |        |   |      |   |         |  
|Stock-based compensation                                                                           |  |                             | 895    |   |      |   | 1,123   |  
|Amortization of deferred financing charges                                                         |  |                             | 44     |   |      |   | 44      |  
|Depreciation and amortization                                                                      |  |                             | 1,130  |   |      |   | 1,141   |  
|Amortization of acquisition-related intangible assets                                              |  |                             | 1,223  |   |      |   | 1,380   |  
|Other                                                                                              |  |                             | 3      |   |      |   | 26      |  
|Changes in operating assets and liabilities:                                                       |  |                             |        |   |      |   |         |  
|Accounts receivable                                                                                |  |                             | 4,291  |   |      |   | 10,229  |  
|Unbilled receivables                                                                               |  |                             | (6,988 | ) |      |   | (1,426  | )
|Other current assets                                                                               |  |                             | (3,499 | ) |      |   | (639    | )
|Other assets                                                                                       |  |                             | (760   | ) |      |   | (607    | )
|Accounts payable                                                                                   |  |                             | 1,677  |   |      |   | (293    | )
|Income tax payable                                                                                 |  |                             | (743   | ) |      |   | (901    | )
|Accrued compensation and benefits                                                                  |  |                             | 1,082  |   |      |   | (2,146  | )
|Accrued outsourcing                                                                                |  |                             | 613    |   |      |   | (396    | )
|Accrued merger and restructuring                                                                   |  |                             | 377    |   |      |   | 198     |  
|Accrued expenses and other liabilities                                                             |  |                             | 1,339  |   |      |   | (2,581  | )
|Deferred revenue                                                                                   |  |                             | (604   | ) |      |   | (2,397  | )
|                                                                                                   |  |                             |        |   |      |   |         |  
|Net cash provided by (used in) operating activities                                                |  |                             | 557    |   |      |   | (2,321  | )
|                                                                                                   |  |                             |        |   |      |   |         |  
|                                                                                                   |  |                            
|Cash flows from investing activities:                                                              |  |                             |        |   |      |   |         |  
|Purchases of property and equipment                                                                |  |                             | (4,160 | ) |      |   | (736    | )
|                                                                                                   |  |                             |        |   |      |   |         |  
|Net cash used in investing activities                                                              |  |                             | (4,160 | ) |      |   | (736    | )
|                                                                                                   |  |                             |        |   |      |   |         |  
|                                                                                                   |  |                            
|Cash flows from financing activities:                                                              |  |                             |        |   |      |   |         |  
|Payments of long-term debt                                                                         |  |                             |       |   |      |   | (14,000 | )
|Proceeds from issuance of common stock under stock option plans                                    |  |                             | 17     |   |      |   |        |  
|Payments of capital lease obligations                                                              |  |                             | (2     | ) |      |   | (45     | )
|                                                                                                   |  |                             |        |   |      |   |         |  
|Net cash provided by (used in) financing activities                                                |  |                             | 15     |   |      |   | (14,045 | )
|                                                                                                   |  |                             |        |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                          |  |                             | (3,588 | ) |      |   | (17,102 | )
|Effects of exchange rate changes on cash and cash equivalents                                      |  |                             | (766   | ) |      |   | (959    | )
|Cash and cash equivalents at beginning of period                                                   |  |                             | 27,432 |   |      |   | 37,978  |  
|                                                                                                   |  |                             |        |   |      |   |         |  
|Cash and cash equivalents at end of period                                                         |  | $                           | 23,078 |   |      | $ | 19,917  |  
|                                                                                                   |  |                             |        |   |      |   |         |  

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. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the U.S. These
statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2009.

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 proportional performance assessment and valuing intangible assets and deferred tax assets. Actual results could differ from
these estimates.

2. STOCKHOLDERS EQUITY AND STOCK-BASED COMPENSATION

Stock Options

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 Stock 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. On
May 1, 2009, the stockholders of the Company approved an amendment to the 2005 Plan increasing the maximum number of shares of common stock available for issuance under the 2005 Plan by 4,500,000 shares to 8,500,000 shares. At March 31,
2010, there were 2,069,079 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 to seven 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.

Lionbridges 1998 Stock Plan (the 1998 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 and the 1998 Plan expired on January 26, 2008. At March 31, 2010
there were no options available for future grant under the 1998 Plan. Options to purchase common stock under the 1998 Plan had been granted at the discretion of the Board of Directors and the Nominating and Compensation Committee. Generally, stock
options granted under the 1998 Plan vested over a four-year period: 25% of the option shares vested one year from the date of grant and the remaining option shares vested at the rate of 12.5% each six month period thereafter. Stock options granted
under the 1998 Plan generally expire ten years (five years in certain cases) from the date of grant. Under the terms of the 1998 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.



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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Restricted Stock Awards

Lionbridge issued 1,443,500 and 43,000 shares of restricted common stock and restricted stock units, respectively, under the
Companys 2005 Stock Incentive Plan, in the three-month period ended March 31, 2010 with a fair market value of $3.5 million. Of the total 1,486,500 shares of restricted common stock and restricted stock units issued in the three-month
period ended March 31, 2010, 1,139,500 have restrictions on disposition which lapse over four years from the date of grant. Of the total 1,486,500 shares of restricted common stock and restricted stock units issued in the three-month period
ended March 31, 2010, 347,000 restricted shares were granted to certain employees as long-term performance based stock incentive awards (the LTIP) under the Corporations 2005 Stock Incentive Plan. Pursuant to the terms of the
LTIP, restrictions with respect to the stock will lapse upon the achievement of revenue and profitability targets within the two calendar years from and including the year of grant. The grant date fair value of the shares is recognized over the
requisite period of performance once achievement of criteria is deemed probable. On a quarterly basis, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially
from the Companys current estimates. If the targets are not achieved, the shares will be forfeited by the employee.

Stock-based Compensation

The Company recognizes expense for stock options, market-based restricted stock awards and time-based restricted stock awards pursuant to
the authoritative guidance of Accounting Standards Codification (ASC) 718, Compensation  Stock Compensation. Total compensation expense related to stock options, market-based restricted stock awards and time-based
restricted stock awards was $895,000 and $1.1 million for the three-month periods ended March 31, 2010 and 2009, respectively, classified in the statement of operations line items as follows:



|                                       |  |                             |         |      |   |          
|-------------------------------------- |  | --------------------------- | ------- | ---- | - | ---------
|                                       |  | Three Months EndedMarch 31,
|                                       |  | 2010                        |         | 2009
|Cost of revenue                        |  | $                           | 19,000  |      | $ | 23,000   
|Sales and marketing                    |  |                             | 151,000 |      |   | 172,000  
|General and administrative             |  |                             | 699,000 |      |   | 893,000  
|Research and development               |  |                             | 26,000  |      |   | 35,000   
|                                       |  |                             |         |      |   |          
|Total stock-based compensation expense |  | $                           | 895,000 |      | $ | 1,123,000
|                                       |  |                             |         |      |   |          

As of March 31, 2010, future compensation cost
related to non-vested stock options, less estimated forfeitures, is approximately $1.2 million and will be recognized over an estimated weighted average period of approximately 2.2 years. Lionbridge currently expects to amortize $6.0 million of
unamortized compensation in connection with restricted stock awards outstanding as of March 31, 2010 over an estimated weighted average period of approximately 3.9 years.

3. UNBILLED RECEIVABLES

Unbilled receivables represent revenue not yet billed. Unbilled receivables are calculated for each individual project based on the
proportional delivery of services at the balance sheet date. Billing of amounts in unbilled receivables occurs according to customer-agreed payment schedules or upon completion of specified project milestones. All of Lionbridges projects in
unbilled receivables are expected to be billed and collected within one year.

4. 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 March 31, 2010,
$24.7 million was outstanding with an interest rate of 1.7%. The Company is required to maintain leverage and fixed charge coverage ratios and to comply with other covenants in its revolving credit agreement. The leverage ratio is calculated by
dividing the Companys total outstanding indebtedness at each quarter end by its adjusted earnings before interest, taxes, depreciation and certain other non-cash expenses during the four consecutive quarterly periods then ended. The fixed
charge coverage ratio is calculated by dividing the Companys adjusted earnings before interest, taxes, depreciation and certain other non-cash expenses minus capital expenditures for each consecutive four quarterly periods by its interest paid
or payable and cash paid on taxes during each such consecutive four quarterly periods. The Company was in compliance with both of these ratios as well as all other bank covenants as of March 31, 2010.

5. COMPREHENSIVE INCOME (LOSS)

Total comprehensive income (loss) consists of net income (loss), the net change in the funded status of defined benefit postretirement
plans, unrealized losses on a cash flow hedge and the net change in foreign currency translation adjustment. Total comprehensive gain was $6,000 for the three-month period ended March 31, 2010 and total comprehensive loss was $6.5 million for
the three-month period ended March 31, 2009.



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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



6. 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 and unvested
restricted stock, as determined using the treasury stock method.

Shares used in calculating basic and diluted earnings per
share for the three-month periods ended March 31, 2010 and 2009, respectively, are as follows:



|                                                                           |  |                             |  |           
|-------------------------------------------------------------------------- |  | --------------------------- |  | ----------
|                                                                           |  | Three Months EndedMarch 31,
|                                                                           |  | 2010                        |  | 2009      
|Weighted average number of shares of common stock outstandingbasic        |  | 56,367,000                  |  | 55,857,000
|Dilutive common stock equivalents relating to options and restricted stock |  | 1,854,000                   |  |          
|                                                                           |  |                             |  |           
|Weighted average number of shares of common stock outstandingdiluted      |  | 58,221,000                  |  | 55,857,000
|                                                                           |  |                             |  |           

Options and unvested restricted stock to purchase
4,184,000 and 7,491,000 shares of common stock for the three-month periods ended March 31, 2010 and 2009, respectively, were not included in the calculation of diluted net income per share, as their effect would be anti-dilutive.

7. MERGER, RESTRUCTURING AND OTHER CHARGES

Due to the deterioration in worldwide economic conditions during 2008 and 2009, Lionbridge implemented cost reduction actions to improve
its operating cost structure, reduce overhead and better position itself competitively. During the three-month period ended March 31, 2010, Lionbridge recorded $1.2 million of restructuring and other charges. The $1.2 million of restructuring
and other charges recorded in the three-month period ended March 31, 2010 included $1.1 million for workforce reductions in Europe, the United States and Asia consisting of 10 technical staff, 1 administrative staff and 1 sales staff, and
$95,000 recorded for vacated facilities, recorded pursuant to the guidance of ASC 420, Exit or Disposal Cost Obligations (ASC 420) and ASC 712, CompensationNonretirement Postemployment Benefits (ASC
712), and related literature. The total $1.2 million of these charges related to the Companys Global Language and Content (GLC) segment. The Company made $1.3 million of cash payments in the three-month period ended
March 31, 2010 with $1.3 million and $2,000 related to the GLC and GDT segments, respectively.

During the three-month
period ended March 31, 2009 Lionbridge recorded $993,000 of restructuring and other charges. The $993,000 of restructuring and other charges recorded in the three-month period ended March 31, 2009 included $854,000 for workforce reductions
in Europe, the United States and Asia consisting of 74 technical staff , 10 administrative staff and 10 sales staff and $139,000 recorded for vacated facilities, recorded pursuant to the guidance of ASC 420. Of these charges, $690,000 related to the
Companys GLC segment, $259,000 related to the GDT segment, $32,000 related to Corporate and Other and $12,000 related to the Interpretation segment. The Company made $644,000 of cash payments in the three-month period ended March 31, 2009
with $428,000, $193,000, $12,000 and $11,000 related to the GLC, GDT, Interpretation and Corporate and Other segments, respectively.



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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The following table summarizes the accrual activity for the three months ended March 31, 2010 and 2009, respectively, by initiative:



|                                                                                   |  |      |           |   |      |   |           |  
|---------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                   |  | 2010 |           |   | 2009 |  
|Beginning balance, January 1                                                       |  | $    | 3,261,000 |   |      | $ | 933,000   |  
|Employee severance:                                                                |  |      |           |   |      |   |           |  
|Merger and restructuring charges recorded                                          |  |      | 1,073,000 |   |      |   | 854,000   |  
|Cash payments related to liabilities recorded on exit or disposal activities       |  |      | (800,000  | ) |      |   | (475,000  | )
|                                                                                   |  |      |           |   |      |   |           |  
|                                                                                   |  |      | 273,000   |   |      |   | 379,000   |  
|                                                                                   |  |      |           |   |      |   |           |  
|Vacated facility/Lease termination:                                                |  |      |           |   |      |   |           |  
|Merger and restructuring charges recorded                                          |  |      | 42,000    |   |      |   | 139,000   |  
|Revision of estimated liabilities                                                  |  |      | 52,000    |   |      |   |          |  
|Cash payments related to liabilities assumed and recorded on business combinations |  |      | (30,000   | ) |      |   | (85,000   | )
|Cash payments related to liabilities recorded on exit or disposal activities       |  |      | (489,000  | ) |      |   | (84,000   | )
|                                                                                   |  |      |           |   |      |   |           |  
|                                                                                   |  |      | (425,000  | ) |      |   | (30,000   | )
|                                                                                   |  |      |           |   |      |   |           |  
|Ending balance, March 31                                                           |  | $    | 3,109,000 |   |      | $ | 1,282,000 |  
|                                                                                   |  |      |           |   |      |   |           |  

At March 31, 2010, the Companys consolidated balance sheet includes accruals totaling $3.1
million primarily related to employee termination costs and vacated facilities. Lionbridge currently anticipates that $1.8 million of these will be fully paid within twelve months. The remaining $1.3 million relates to lease obligations on unused
facilities expiring through 2026 and is included in long-term liabilities.

8. INCOME TAXES

The provision for income taxes for the three-month periods ended March 31, 2010 and 2009 was $708,000 and $584,000, respectively. The
tax provision for the three-month period ended March 31, 2010 consists primarily of taxes on income in foreign jurisdictions, a deferred tax benefit related to the recognition of deferred tax assets in certain foreign jurisdictions and taxes,
interest and penalties recorded in relation to the Companys uncertain tax positions.

The tax provision for the
three-month period ended March 31, 2009 consists primarily of taxes on income in foreign jurisdictions, a deferred tax benefit of $197,000 related to the recognition of deferred tax assets and reduction of deferred tax liabilities in certain
foreign jurisdictions, and taxes, interest and penalties recorded was in relation to the Companys uncertain tax positions.

The balance of unrecognized tax benefits at March 31, 2010, not including interest and penalties, was $6.0 million, which, if
recognized, would affect the effective income tax rate in future periods. Lionbridge also recognizes interest and penalties related to unrecognized tax benefits in tax expense. At March 31, 2010, Lionbridge had approximately $2.0 million of
interest and penalties accrued related to unrecognized tax benefits.

In connection with the Companys 2005 acquisition
of BGS, Bowne & Co., Inc. (Bowne) agreed to indemnify the Company for any tax liabilities accruing on or prior to the acquisition date of September 1, 2005. At March 31, 2010 $1.7 million of the gross unrecognized tax
benefits and $565,000 of the accrued interest and penalties related to the acquisition of BGS and are subject to indemnification. The Company believes that it is reasonably possible that approximately $465,000 of its unrecognized tax benefits,
consisting of several items in various jurisdictions, may be recognized within the next twelve months.

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 2003 to 2009.

At March 31, 2010, 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.



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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



At March 31, 2010, Lionbridges Indian subsidiary has a tax holiday granted by the Indian government and is exempt from
corporate income tax on its operating profits. This tax holiday expires at the end of the Indian subsidiarys March 31, 2011 tax year.

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.

9.
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 by individual geographical location. The Company is reporting its results among the following three business segments:

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

Global Development and Testing (GDT)this segment includes Lionbridges development, engineering and testing
services for software, hardware, websites, search engines and content. Specifically, through its GDT solutions, Lionbridge develops, re-engineers and optimizes IT applications and performs testing to ensure the quality, interoperability, usability
and performance of clients software, search engines, 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.

Interpretationthis segment includes interpretation services for government and business organizations that require experienced
linguists to facilitate communication. Lionbridge provides interpretation communication services in more than 360 languages and dialects, including onsite interpretation, over-the-phone interpretation and interpreter testing, training, and
assessment services.

The Companys internal reporting does not include the allocation of certain expenses to the
operating segments but instead includes those other expenses in unallocated other expense. Unallocated expenses consist of depreciation and amortization, interest expense and income tax. Other unallocated items primarily include corporate expenses,
such as merger and restructuring, foreign exchange gains and losses and governance expenses, as well as finance, information technology, human resources, legal, treasury and marketing expenses. The Company determines whether a cost is charged to a
particular business segment or is retained as an unallocated cost based on whether the cost relates to a corporate function or to a direct expense associated with the particular business segment. For example, corporate finance, corporate information
technology and corporate human resource expenses are unallocated, whereas operating segment finance, information technology and human resource expenses are charged to the applicable operating segment.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The table below presents information about the reported net income (loss) of the Company for the three-month periods ended March 31,
2010 and 2009. Asset information by reportable segment is not reported, since the Company does not produce such information internally.





|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|------------------------------------------------------------ |  | --- | ---------- | --- | - | -------------- |  | - | ------------------ | - |  | ----- | ---------- | - |  | - | ----------- | -
|                                                             |  | GLC |            | GDT |   | Interpretation |  |   | Corporate andOther |   |  | Total |           
|Three Months Ended March 31, 2010                            |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|External revenue                                             |  | $   | 72,538,000 |     | $ | 23,346,000     |  | $ | 4,896,000          |   |  | $     |           |   |  | $ | 100,780,000 |  
|Cost of revenue (exclusive of depreciation and amortization) |  |     | 49,183,000 |     |   | 15,288,000     |  |   | 4,474,000          |   |  |       |           |   |  |   | 68,945,000  |  
|Depreciation and amortization                                |  |     | 756,000    |     |   | 237,000        |  |   | 35,000             |   |  |       | 1,325,000  |   |  |   | 2,353,000   |  
|Other operating expenses                                     |  |     | 17,792,000 |     |   | 2,867,000      |  |   | 536,000            |   |  |       |           |   |  |   | 21,195,000  |  
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Segment contribution                                         |  |     | 4,807,000  |     |   | 4,954,000      |  |   | (149,000           | ) |  |       | (1,325,000 | ) |  |   | 8,287,000   |  
|Interest expense and other unallocated items                 |  |     |           |     |   |               |  |   |                   |   |  |       | (7,102,000 | ) |  |   | (7,102,000  | )
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Income (loss) before income taxes                            |  |     | 4,807,000  |     |   | 4,954,000      |  |   | (149,000           | ) |  |       | (8,427,000 | ) |  |   | 1,185,000   |  
|Provision for income taxes                                   |  |     |           |     |   |               |  |   |                   |   |  |       | (708,000   | ) |  |   | (708,000    | )
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Net income (loss)                                            |  |     | 4,807,000  |     |   | 4,954,000      |  |   | (149,000           | ) |  |       | (9,135,000 | ) |  |   | 477,000     |  
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Three Months Ended March 31, 2009                            |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|External revenue                                             |  | $   | 62,667,000 |     | $ | 19,331,000     |  | $ | 6,405,000          |   |  | $     |           |   |  | $ | 88,403,000  |  
|Cost of revenue (exclusive of depreciation and amortization) |  |     | 43,868,000 |     |   | 12,667,000     |  |   | 4,638,000          |   |  |       |           |   |  |   | 61,173,000  |  
|Depreciation and amortization                                |  |     | 721,000    |     |   | 246,000        |  |   | 36,000             |   |  |       | 1,518,000  |   |  |   | 2,521,000   |  
|Other operating expenses                                     |  |     | 17,491,000 |     |   | 3,350,000      |  |   | 808,000            |   |  |       |           |   |  |   | 21,649,000  |  
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Segment contribution                                         |  |     | 587,000    |     |   | 3,068,000      |  |   | 923,000            |   |  |       | (1,518,000 | ) |  |   | 3,060,000   |  
|Interest expense and other unallocated items                 |  |     |           |     |   |               |  |   |                   |   |  |       | (7,552,000 | ) |  |   | (7,552,000  | )
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Income (loss) before income taxes                            |  |     | 587,000    |     |   | 3,068,000      |  |   | 923,000            |   |  |       | (9,070,000 | ) |  |   | (4,492,000  | )
|Provision for income taxes                                   |  |     |           |     |   |               |  |   |                   |   |  |       | (584,000   | ) |  |   | (584,000    | )
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  
|Net income (loss)                                            |  |     | 587,000    |     |   | 3,068,000      |  |   | 923,000            |   |  |       | (9,654,000 | ) |  |   | (5,076,000  | )
|                                                             |  |     |            |     |   |                |  |   |                    |   |  |       |            |   |  |   |             |  

10. GOODWILL AND OTHER INTANGIBLE 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. Such events or conditions could include an economic downturn in the industries to which Lionbridge provides services; increased competition; an increase in operating or other costs; additional volatility in
international currencies; the pace of technological improvements; or other information regarding Lionbridges market value, such as a reduction in stock price to a price near or below the book value of the Company for an extended period of
time. When Lionbridge determines that the carrying value of goodwill may not be recoverable based upon one or more of these indicators of impairment, the Company initially assesses any impairment using fair value measurements based on projected
discounted cash flow valuation models. In addition, in accordance with ASC 350, IntangiblesGoodwill and Other (ASC 350), goodwill is reviewed for impairment on an annual basis. At December 31, 2009, 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 recorded for the year ended December 31, 2009.

The Company evaluates
whether there has been an impairment in the carrying value of its long-lived assets in accordance with ASC 360, Property, Plant and Equipment (ASC 360), 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



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



operating cash flows derived from the asset grouping 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 acquisition of Bowne Global Solutions (BGS) in September 2005) include a worsening in customer attrition rates compared to historical attrition rates,
or lower than initially anticipated cash flows associated with customer relationships.

Other intangible assets arose from the
acquisition of BGS and consist of the following, which are being amortized on a straight-line basis over the following estimated useful lives, except for the BGS customer relationships, of which a portion is being amortized using an economic
consumption method:



|                       |  |                     
|---------------------- |  | --------------------
|                       |  | EstimatedUseful Life
|BGS:                   |  |                     
|Customer relationships |  | 3 to 12 years       
|Customer contracts     |  | 3 to 5 years        

The following
table summarizes other intangible assets at March 31, 2010 and December 31, 2009, respectively.



|                                    |  |                    |            |                         |   |            |  |                    |            |                         |   |            |  |   |            |  |   |           
|----------------------------------- |  | ------------------ | ---------- | ----------------------- | - | ---------- |  | ------------------ | ---------- | ----------------------- | - | ---------- |  | - | ---------- |  | - | ----------
|                                    |  | March 31, 2010     |            | December 31, 2009      
|                                    |  | GrossCarryingValue |            | AccumulatedAmortization |   | Balance    |  | GrossCarryingValue |            | AccumulatedAmortization |   | Balance   
|BGS acquired customer relationships |  | $                  | 32,000,000 |                         | $ | 20,291,000 |  | $                  | 11,709,000 |                         | $ | 32,000,000 |  | $ | 19,583,000 |  | $ | 12,417,000
|BGS acquired customer contracts     |  |                    | 14,000,000 |                         |   | 12,453,000 |  |                    | 1,547,000  |                         |   | 14,000,000 |  |   | 11,937,000 |  |   | 2,063,000 
|                                    |  |                    |            |                         |   |            |  |                    |            |                         |   |            |  |   |            |  |   |           
|                                    |  | $                  | 46,000,000 |                         | $ | 32,744,000 |  | $                  | 13,256,000 |                         | $ | 46,000,000 |  | $ | 31,520,000 |  | $ | 14,480,000
|                                    |  |                    |            |                         |   |            |  |                    |            |                         |   |            |  |   |            |  |   |           

Lionbridge currently expects to amortize the following
remaining amounts of intangible assets held at March 31, 2010 in the fiscal periods as follows:



|                         |  |   |           
|------------------------ |  | - | ----------
|Year ending December 31, |  |  
|2010                     |  |   | 3,669,000 
|2011                     |  |   | 2,332,000 
|2012                     |  |   | 1,921,000 
|2013                     |  |   | 1,583,000 
|2014                     |  |   | 1,304,000 
|Thereafter               |  |   | 2,447,000 
|                         |  |   |           
|                         |  | $ | 13,256,000
|                         |  |   |           

11. 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. 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.



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(Unaudited)



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. 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.

On August 14, 2007, the plaintiffs filed
amended complaints in the six focus cases. The issuer defendants and the underwriter defendants separately moved to dismiss the claims against them in the amended complaints in the six focus cases. On March 26, 2008, the District Court issued
an order in which it denied in substantial part the motions to dismiss the amended complaints in the six focus cases.

On
February 25, 2009, the parties advised the District Court that they had reached an agreement-in-principle to settle the litigation in its entirety. A stipulation of settlement was filed with the District Court on April 2, 2009. On
June 9, 2009, the District Court preliminarily approved the proposed global settlement. Notice was provided to the class, and a settlement fairness hearing, at which members of the class had an opportunity to object to the proposed settlement,
was held on September 10, 2009. On October 6, 2009, the District Court issued an order granting final approval to the settlement. Several appeals have been filed objecting to the definition of the settlement class and fairness of the
settlement, and those appeals remain pending. The litigation process is inherently uncertain and unpredictable, however, and there can be no guarantee as to the ultimate outcome of this pending lawsuit. 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.

12. FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements and Disclosures (ASC 820), provides a framework for measuring fair value and
requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in
an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that Lionbridge uses to measure fair value, as well as the assets and liabilities that the Company values using those levels of inputs.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1: |  | Quoted prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|         | 
|Level 2: |  | Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Lionbridges Level 2 assets and liabilities are an interest rate swap and foreign exchange forward contracts whose
fair value were determined using pricing models predicated upon observable market inputs. The notional amount of the Companys interest rate swap at March 31, 2010 is $10.0 million and the fair value of the interest rate derivative was a
liability of $169,000 which is included in the Companys consolidated balance sheet as an other long-term liability. Lionbridge did not have any foreign exchange forward contracts outstanding at March 31, 2010.
|         | 
|Level 3: |  | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Lionbridge does not have any
financial assets and liabilities as of September 30, 2009 designated as Level 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

The following tables set
forth the financial assets and liabilities as of March 31, 2010 and December 31, 2009 that Lionbridge measured at fair value on a recurring basis by level within the fair value hierarchy. As required by ASC 820, assets and liabilities
measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.





|                      |  |         |         |         |   |         |  |                                |   |  |   |        
|--------------------- |  | ------- | ------- | ------- | - | ------- |  | ------------------------------ | - |  | - | -------
|                      |  | Level 1 |         | Level 2 |   | Level 3 |  | Balance as ofMarch 31, 2010   
|Assets:               |  |         |         |         |   |         |  |                                |   |  |   |        
|Money market accounts |  | $       | 123,000 |         | $ |        |  | $                              |  |  | $ | 123,000
|Liabilities:          |  |         |         |         |   |         |  |                                |   |  |   |        
|Interest rate swap    |  | $       |        |         | $ | 169,000 |  | $                              |  |  | $ | 169,000
|                      |  |         |         |        
|                      |  | Level 1 |         | Level 2 |   | Level 3 |  | Balance as ofDecember 31, 2009
|Assets:               |  |         |         |         |   |         |  |                                |   |  |   |        
|Money market accounts |  | $       | 123,000 |         | $ |        |  | $                              |  |  | $ | 123,000
|Liabilities:          |  |         |         |         |   |         |  |                                |   |  |   |        
|Interest rate swap    |  | $       |        |         | $ | 292,000 |  | $                              |  |  | $ | 292,000

13. RECENT ACCOUNTING
PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (FASB) issued ASU 2010-06,
Value Measurements and Disclosures  Improving Disclosures about Fair Value Measurements (ASU 2010-06), that amends ASC Subtopic 820-10, Fair Value Measurements and Disclosures  Overall, and requires
reporting entities to disclose (1) the amount of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers, and (2) separate information about purchases, sales, issuance and
settlements in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). ASU 2010-06 also requires reporting entities to provide fair value measurement disclosures for each class of assets and liabilities
and disclose the inputs and valuation techniques for fair value measurements that fall within Levels 2 and 3 of the fair value hierarchy. These disclosures and clarification are effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales, issuance, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after
December 15, 2010 and for interim periods within those fiscal years. The Company adopted the provisions of ASU 2010-06 and the provisions of ASU 2010-06 which do not have a material impact on its consolidated financial statements.

In February 2010, the FASB issued ASU 2010-09, Subsequent Events  Amendments to Certain Recognition and
Disclosure Requirements (ASU 2010-09), that amends ASC Subtopic 855-10, Subsequent Events  Overall (ASC 855-10). ASU 2010-09 requires an SEC filer to evaluate subsequent events through the date that
the financial statements are issued but removed the requirement to disclose this date in the notes to the entitys financial statements. The amendments are effective upon issuance of the final update and accordingly, the Company has adopted the
provisions of ASU 2010-09. The adoption of these provisions does not have a material impact on its consolidated financial statements.



14



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##### Table of Contents

|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, 2010 (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 GLC solutions enable the translation, localization and worldwide multilingual release of
clients products, content and related technical support, training materials, and sales and marketing information. Lionbridge GLC solutions involve translating, localizing and adapting content and products to meet the language and cultural
requirements of users throughout the world. As part of its GLC solutions, Lionbridge also develops eLearning content and technical documentation. Lionbridge GLC solutions are based on the Companys internet-architected language technology
platform and global service delivery model which make the translation and localization processes more efficient for Lionbridge clients and translators.

Through its 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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.

Lionbridge
provides a full suite of language, testing and development outsourcing services to businesses in diverse end markets including technology, mobile and electronics, life sciences, consumer, publishing, manufacturing, automotive and government.
Lionbridges solutions include product localization and content translation; content and eLearning courseware development; technical writing services; interpretation services; application development and maintenance; software and hardware
testing; global search relevance and sourcing; 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.

During 2009, the
Company commenced an initiative to commercialize its language technologies and offer them to subscribers on a Software-as-a Service (SaaS)-based language technology platform. As part of this initiative, the Company re-architected its internal
Logoport® translation memory technology into a secure, multi-tenant platform that can be purchased and used over
the Web by individual translators and agencies in over 100 countries. In April 2010, the Company announced general availability of this technology as Translation Workspace, a Software-as-a-Service (SaaS)-based language technology platform,
through GeoWorkz.com, Lionbridges eCommerce platform. Also in April 2010, the Company announced a partnership agreement with IBM to accelerate development and commercialization of automated translation technology. As part of that
agreement, Lionbridge will become the only provider to offer Software-as-a-Service (SaaS)-based, text-to-text language automation solutions to commercial clients based on IBMs Real Time Translation Service (RTTS) technology. The Company
expects that, by making Translation Workspace generally available to customers and by developing real-time translation automation technology with IBM, it can expand the Companys market opportunities while bringing innovative technology
solutions to new markets.

For the three-month period ended March 31, 2010, Lionbridges income from operations was
$1.8 million, with a net income of $477,000. For the year ended December 31, 2009, the Companys income from operations was $1.4 million with a net loss of $4.0 million. As of March 31, 2010, the Company had an accumulated deficit of
$234.9 million.



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The Company believes that during the first quarter of 2010 there have been indications of
improvement and increased stability in worldwide economic conditions and a related increased demand for the Companys services by certain customers and in certain market segments. The Company believes that if there is substantial continued
improvement in worldwide economic and market conditions and with a related increased demand for the Companys service offerings, the Companys overall financial performance for the remainder of 2010 should improve. During the first
quarter of 2010, certain customers resumed previously delayed or postponed projects, although other customers continued to delay previously scheduled projects. In addition, in many cases, such projects were resumed with reduced scope. Despite some
positive indications of the resumption of certain project engagements, it appears that customers continue to enter into new engagements cautiously and conservatively, likely due to uncertain economic conditions and their internal cost-containment
directives. The Company has a concentration of revenue among relatively few customers across all segments. Despite signs of improvement in worldwide economic conditions and increased customer demand for the Companys services, the Company has
continued its cost-cutting and restructuring activities to adjust its cost structure and respond to the variable demand for the Companys services. The Company expects that demand for the Companys services from certain customers will
continue to stabilize and possibly strengthen during the remainder of 2010, although it is unclear as to whether, when and to what extent demand will resume to pre-2009 levels.

Certain segments of Lionbridges business, its GLC segment in particular, are sensitive to fluctuations in the value of the
U.S. Dollar relative to the Euro, as a large portion of its cost of revenue and general and administrative expenses are payable in Euros, while the majority of its revenues are recorded in U.S. Dollars. During the quarter ended March 31,
2010, the value of the U.S. Dollar relative to the Euro weakened by 5% from the same period of the prior year. The impact of this depreciation in the value of the U.S. Dollar relative to the Euro is reflected in the Companys
financial results for the three-month period ended March 31, 2010 when compared to the corresponding period of 2009. While the decline of the U.S. Dollar relative to the Euro and other currencies has contributed to increased revenue for
the quarter ended March 31, 2010, particularly in the GLC segment, the Companys operating income and net income were negatively impacted due to higher costs related to Euro-denominated payment obligations to third party outsourcers, lease
obligations and compensation when compared to the corresponding period of 2009.

Revenue Recognition

Lionbridge recognizes revenue as services are performed and amounts are earned in accordance with ASC 605-20, Services
(ASC 605-20). 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 and development of content by subcontractors and in-house employees. As the time and cost to translate or produce 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,



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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 ASC 605-25, Multiple-Element Arrangements (ASC 605-25). For these arrangements where the GLC
and GDT services have independent 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.

Estimates for incentive rebates and other allowances are recorded as a reduction of revenues in the period the related
revenues are recorded. These estimates are based upon contracted terms, historical experience and information currently available to management with respect to business and economic trends. Revisions of these estimates are recorded in the period in
which the facts that give rise to the revision become known.

Valuation of Goodwill and Other Intangible 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. Such events or conditions could include an economic downturn in the industries to which Lionbridge provides services; increased competition; an increase in operating or other costs; additional
volatility in international currencies; the pace of technological improvements; or other information regarding Lionbridges market value, such as a reduction in stock price to a price near or below the book value of the Company for an extended
period of time. When Lionbridge determines that the carrying value of goodwill may not be recoverable based upon one or more of these indicators of impairment, the Company initially assesses any impairment using fair value measurements based on
projected discounted cash flow valuation models. In addition, in accordance with ASC 350, IntangiblesGoodwill and Other (ASC 350), goodwill is reviewed for impairment on an annual basis. At December 31, 2009, 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 recorded for the year ended December 31, 2009.

The Company
evaluates whether there has been an impairment in the carrying value of its long-lived assets in accordance with ASC 360, Property, Plant and Equipment (ASC 360), 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 grouping 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 acquisition of Bowne Global Solutions (BGS) in September 2005) 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

Due to the deterioration in worldwide economic conditions during 2008 and 2009, Lionbridge implemented cost reduction actions to improve
its operating cost structure, reduce overhead and better position itself competitively. During the three-month period ended March 31, 2010, Lionbridge recorded $1.2 million of restructuring and other charges. The $1.2 million of restructuring
and other charges recorded in the three-month period ended March 31, 2010 included $1.1 million for workforce reductions in Europe, the United States and Asia consisting of 10 technical staff, 1 administrative staff and 1 sales staff, and
$95,000 recorded for vacated facilities, recorded pursuant to the guidance of ASC 420, Exit or Disposal Cost Obligations (ASC 420) and ASC 712, CompensationNonretirement Postemployment Benefits (ASC
712), and related literature . The total $1.2 million of these charges related to the Companys Global Language and Content (GLC) segment. The Company made $1.3 million of cash payments in the three-month period ended
March 31, 2010 with $1.3 million and $2,000 related to the GLC and GDT segments, respectively.

During the three-month
period ended March 31, 2009 Lionbridge recorded $993,000 of restructuring and other charges. The $993,000 of restructuring and other charges recorded in the three-month period ended March 31, 2009 included $854,000 for workforce reductions
in Europe, the United States and Asia consisting of 74 technical staff , 10 administrative



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staff and 10 sales staff and $139,000 recorded for vacated facilities, recorded pursuant to the guidance of ASC 420. Of these charges, $690,000 related to the Companys GLC segment, $259,000
related to the GDT segment, $32,000 related to Corporate and Other and $12,000 related to the Interpretation segment. The Company made $644,000 of cash payments in the three-month period ended March 31, 2009 with $428,000, $193,000, $12,000 and
$11,000 related to the GLC, GDT, Interpretation and Corporate and Other segments, respectively.

Stock Options

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
Stock 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. On May 1, 2009, the stockholders of the Company approved an amendment to the 2005 Plan increasing the maximum number of shares of common stock available for issuance under the 2005 Plan by 4,500,000 shares to 8,500,000 shares. At
March 31, 2010, there were 2,069,079 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 to seven 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.

Lionbridges 1998 Stock Plan (the 1998
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 and the 1998 Plan expired on January 26, 2008. At
March 31, 2010 there were no options available for future grant under the 1998 Plan. Options to purchase common stock under the 1998 Plan had been granted at the discretion of the Board of Directors and the Nominating and Compensation
Committee. Generally, stock options granted under the 1998 Plan vested over a four-year period: 25% of the option shares vested one year from the date of grant and the remaining option shares vested at the rate of 12.5% each six month period
thereafter. Stock options granted under the 1998 Plan generally expire ten years (five years in certain cases) from the date of grant. Under the terms of the 1998 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.

Restricted Stock Awards

Lionbridge issued 1,443,500 and 43,000 shares of restricted common stock and restricted stock units, respectively, under the
Companys 2005 Stock Incentive Plan, in the three-month period ended March 31, 2010 with a fair market value of $3.5 million. Of the total 1,486,500 shares of restricted common stock and restricted stock units issued in the three-month
period ended March 31, 2010, 1,139,500 have restrictions on disposition which lapse over four years from the date of grant. Of the total 1,486,500 shares of restricted common stock and restricted stock units issued in the three-month period
ended March 31, 2010, 347,000 restricted shares were granted to certain employees as long-term performance based stock incentive awards (the LTIP) under the Corporations 2005 Stock Incentive Plan. Pursuant to the terms of the
LTIP, restrictions with respect to the stock will lapse upon the achievement of revenue and profitability targets within the two calendar years from and including the year of grant. The grant date fair value of the shares is recognized over the
requisite period of performance once achievement of criteria is deemed probable. On a quarterly basis, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially
from the Companys current estimates. If the targets are not achieved, the shares will be forfeited by the employee.

Stock-based Compensation

The Company recognizes expense for stock options, market-based restricted stock awards and time-based restricted stock awards pursuant to
ASC 718. Total compensation expense related to stock options, market-based restricted stock awards and time-based restricted stock awards was $895,000 and $1.1 million for the three-month periods ended March 31, 2010 and 2009, respectively,
classified in the statement of operations line items as follows:



|                                       |  |                             |         |      |   |          
|-------------------------------------- |  | --------------------------- | ------- | ---- | - | ---------
|                                       |  | Three Months
EndedMarch 31,
|                                       |  | 2010                        |         | 2009
|Cost of revenue                        |  | $                           | 19,000  |      | $ | 23,000   
|Sales and marketing                    |  |                             | 151,000 |      |   | 172,000  
|General and administrative             |  |                             | 699,000 |      |   | 893,000  
|Research and development               |  |                             | 26,000  |      |   | 35,000   
|                                       |  |                             |         |      |   |          
|Total stock-based compensation expense |  | $                           | 895,000 |      | $ | 1,123,000
|                                       |  |                             |         |      |   |          



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As of March 31, 2010, future compensation cost related to non-vested stock options,
less estimated forfeitures, is approximately $1.2 million and will be recognized over an estimated weighted average period of approximately 2.2 years. Lionbridge currently expects to amortize $6.0 million of unamortized compensation in connection
with restricted stock awards outstanding as of March 31, 2010 over an estimated weighted average period of approximately 3.9 years.

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 EndedMarch 
31, |  
|                                                                            |  | 2010                         |   |  | 2009  |   
|Revenue                                                                     |  | 100.0                        | % |  | 100.0 | % 
|Operating expenses:                                                         |  |                              |   |  |       |   
|Cost of revenue (exclusive of depreciation and amortization included below) |  | 68.4                         |   |  | 69.2  |   
|Sales and marketing                                                         |  | 6.9                          |   |  | 8.7   |   
|General and administrative                                                  |  | 18.6                         |   |  | 21.3  |   
|Research and development                                                    |  | 0.8                          |   |  | 1.3   |   
|Depreciation and amortization                                               |  | 1.1                          |   |  | 1.3   |   
|Amortization of acquisition-related intangible assets                       |  | 1.2                          |   |  | 1.6   |   
|Merger, restructuring and other charges                                     |  | 1.2                          |   |  | 1.1   |   
|                                                                            |  |                              |   |  |       |   
|Total operating expenses                                                    |  | 98.2                         |   |  | 104.5 |   
|                                                                            |  |                              |   |  |       |   
|Income (loss) from operations                                               |  | 1.8                          |   |  | (4.5  | ) 
|Interest expense:                                                           |  |                              |   |  |       |   
|Interest on outstanding debt                                                |  | 0.3                          |   |  | 0.6   |   
|Amortization of deferred financing costs                                    |  |                             |   |  |      |   
|Interest income                                                             |  |                             |   |  | 0.1   |   
|Other expense, net                                                          |  | 0.3                          |   |  |      |   
|                                                                            |  |                              |   |  |       |   
|Income (loss) before income taxes                                           |  | 1.2                          |   |  | (5.0  | ) 
|Provision for income taxes                                                  |  | 0.7                          |   |  | 0.7   |   
|                                                                            |  |                              |   |  |       |   
|Net income (loss)                                                           |  | 0.5                          | % |  | (5.7  | )%
|                                                                            |  |                              |   |  |       |   

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 months ended March 31, 2010 and 2009, respectively:





|               |  |                              |             |  |      |   |  |   |            |  |     |  
|-------------- |  | ---------------------------- | ----------- |  | ---- | - |  | - | ---------- |  | --- | -
|               |  | Three Months Ended March 31, |            
|               |  | 2010                         |             |  | 2009 |  
|GLC            |  | $                            | 72,538,000  |  | 72   | % |  | $ | 62,667,000 |  | 71  | %
|GDT            |  |                              | 23,346,000  |  | 23   | % |  |   | 19,331,000 |  | 22  | %
|Interpretation |  |                              | 4,896,000   |  | 5    | % |  |   | 6,405,000  |  | 7   | %
|               |  |                              |             |  |      |   |  |   |            |  |     |  
|Total revenue  |  | $                            | 100,780,000 |  | 100  | % |  | $ | 88,403,000 |  | 100 | %
|               |  |                              |             |  |      |   |  |   |            |  |     |  

Revenue for the quarter ended March 31, 2010 was $100.8 million, an increase of $12.4 million, or
14.0%, from $88.4 million for the quarter ended March 31, 2009. Revenue increases during the first quarter of 2010 in the GLC and GDT



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segments was $9.9 million and $4.0 million, respectively, as compared to the quarter ended March 31, 2009. Revenue decline during the first quarter of 2010 in the Interpretation segment was
$1.5 million as compared to the quarter ended March 31, 2009. This period-over-period increase was primarily due to approximately $10.1 million of organic growth in the GLC and GDT segments, and $2.3 million as a result of the U.S. Dollar
weakening against most foreign currencies, in particular the Euro, as compared to the corresponding quarter of the prior year. Lionbridge conducts a large portion of its business in international markets. Approximately 42% of its revenue for the
quarter ended March 31, 2010 is denominated in foreign currencies. The principal foreign currency applicable to Lionbridges business is the Euro. Approximately 31% of revenue was denominated in Euro for the quarter ended March 31,
2010, and a majority of this revenue is concentrated in the GLC business. A fluctuation in foreign currency exchange rates primarily affects the GLC business.

Revenue from the Companys GLC business for the quarter ended March 31, 2010 increased $9.9 million, or 15.8%, to $72.5 million
from $62.7 million for the quarter ended March 31, 2009. As compared to the quarter ended March 31, 2009, revenues increased approximately $7.7 million due to the organic growth, as the global economies strengthen, resulting in increased
demand for the Companys services, particularly from existing customers and approximately $2.2 million due to the weakening in the U.S. Dollars exchange rates, in particular against the Euro.

Revenue from the Companys GDT business for the quarter ended March 31, 2010 increased $4.0 million, or 20.8%, to $23.3 million
from $19.3 million for the quarter ended March 31, 2009. The period-over-period increase in GDT revenue was primarily due to increased revenue from large programs from existing customers. 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
ended March 31, 2010 was $4.9 million, a decrease of $1.5 million, or 23.6% from $6.4 million for the quarter ended March 31, 2009. The period-over-period decrease in Interpretation revenue was primarily due to decreased revenue from one
large customer engagement.

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 engagements. The following table shows GLC, GDT and Interpretation cost of
revenues, the percentage change from the three-month period of the prior year and as a percentage of revenue for the three months ended March 31, 2010 and 2009, respectively:



|                      |  |                                |            |   |                        |      |    |                                |   |            |  
|--------------------- |  | ------------------------------ | ---------- | - | ---------------------- | ---- | -- | ------------------------------ | - | ---------- | -
|                      |  | Three MonthsEndedMarch 31,2010 |            |   | % ChangeQ1 09 to Q1 10 |      |    | Three MonthsEndedMarch 31,2009 |  
|GLC:                  |  |                                |            |   |                        |      |    |                                |   |            |  
|Cost of revenue       |  | $                              | 49,183,000 |   |                        | 12.1 | %  |                                | $ | 43,868,000 |  
|Percentage of revenue |  |                                | 67.8       | % |                        |      |    |                                |   | 70.0       | %
|GDT:                  |  |                                |            |   |                        |      |    |                                |   |            |  
|Cost of revenue       |  |                                | 15,288,000 |   |                        | 20.7 | %  |                                |   | 12,667,000 |  
|Percentage of revenue |  |                                | 65.5       | % |                        |      |    |                                |   | 65.5       | %
|Interpretation:       |  |                                |            |   |                        |      |    |                                |   |            |  
|Cost of revenue       |  |                                | 4,474,000  |   |                        | (3.5 | )% |                                |   | 4,638,000  |  
|Percentage of revenue |  |                                | 91.4       | % |                        |      |    |                                |   | 72.4       | %
|                      |  |                                |            |   |                        |      |    |                                |   |            |  
|Total cost of revenue |  | $                              | 68,945,000 |   |                        |      |    |                                | $ | 61,173,000 |  
|                      |  |                                |            |   |                        |      |    |                                |   |            |  
|Percentage of revenue |  |                                | 68.4       | % |                        |      |    |                                |   | 69.2       | %

For the quarter ended
March 31, 2010, as a percentage of revenue, cost of revenue decreased to 68.4% as compared to 69.2% for the three months ended March 31, 2009. The decrease was primarily the result of an increase in revenue, supplemented by the benefit of
cost saving initiatives implemented in 2009, and continued benefits realized from the deployment and use of Lionbridges language management technology platform, partially offset by the weakening of the U.S. Dollar against most foreign
currencies, particularly the Euro, as compared to the corresponding period of 2009.

Each segment provides distinctive
services with different gross margins. For the quarter ended March 31, 2010, GLC, GDT and Interpretation accounted for approximately 72.0%, 23.1% and 4.9% of the total revenue. For the quarter ended March 31, 2009, GLC, GDT and
Interpretation accounted for approximately 70.9%, 21.9% and 7.2% of the total revenue.



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For the quarter ended March 31, 2010, cost of revenue increased $7.8 million, or 12.7%,
to $68.9 million as compared to $61.2 million for the corresponding period of the prior year. The increase was primarily associated with the $12.4 million increase in revenue as compared to the corresponding period of the prior year. The increase
also includes approximately $2.9 million due to the weakened U.S. Dollar against most foreign currencies, particularly the Euro.

For the quarter ended March 31, 2010, cost of revenue as a percentage of revenue in the Companys GLC business decreased to
67.8% as compared to 70.0% for the corresponding period of the prior year. Cost of revenue increased $5.3 million to $49.2 million compared to $43.9 million for the same quarter of the prior year. This increase includes approximately $2.6 million
due to the weakening of the U.S. Dollar against most foreign currencies, particularly the Euro. The $5.3 million cost increase and the 220bp decrease in the cost of revenue as a percentage of revenue are primarily driven by the $9.9 million
increase in revenue as compared to corresponding period of the prior year.

Cost of revenue as a percentage of revenue in the
Companys GDT business remained consistent at 65.5% for the quarter ended March 31, 2010 as compared to the quarter ended March 31, 2009. For the quarter ended March 31, 2010, GDT cost of revenue increased $2.6 million, or 20.7%,
to $15.3 million as compared to $12.7 million for the corresponding quarter of the prior year. This increase was primarily associated with the $4.0 million increase in revenue period-over-period. The increase also includes approximately $278,000 due
to the weakening 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 increased to 91.4% for the quarter ended March 31, 2010 as compared to 72.4% for the quarter ended March 31, 2009. This increase is primarily due to decreased revenue levels from a
major customer, pricing pressures and work mix variations in services, as compared to the corresponding period of the prior year. For the quarter ended March 31, 2010, Interpretation cost of revenue decreased $164,000 to $4.5 million from $4.6
million for the corresponding quarter of 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-month period of the prior year and as a percentage of revenue for the three months ended March 31, 2010 and 2009,
respectively:



|                                   |  |                              |           |   |      |   |           |  
|---------------------------------- |  | ---------------------------- | --------- | - | ---- | - | --------- | -
|                                   |  | Three Months Ended March 31, |          
|                                   |  | 2010                         |           |   | 2009 |  
|Total sales and marketing expenses |  | $                            | 6,968,000 |   |      | $ | 7,693,000 |  
|Decrease from prior year           |  |                              | 725,000   |   |      |   |           |  
|Percentage of revenue              |  |                              | 6.9       | % |      |   | 8.7       | %

Sales and marketing
expenses decreased $725,000, or 9.4%, for the three months ended March 31, 2010 as compared with the corresponding period of 2009. This decrease reflects approximately $939,000 of reduced expenses as the result of cost saving initiatives
implemented during 2009, primarily employee compensation and benefits, and external consulting fees. This decrease was partially offset by approximately $214,000 of increased sales and marketing expense attributable to the depreciation of the U.S.
Dollars exchange rate against most foreign currencies, in particular the Euro. As a percentage of revenue, sales and marketing expenses decreased to 6.9% for the three months ended March 31, 2010 as compared to 8.7% in the same period of
the prior year. This decrease is primarily associated with the $12.4 million increase in revenue for the three months ended March 31, 2010, as compared to the corresponding period of the prior year and the result of the cost saving initiatives
implemented during 2009.

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-month period of the prior year and as a percentage of revenue for the three months ended March 31, 2010 and 2009,
respectively:



|                                          |  |                              |            |   |      |   |            |  
|----------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                          |  | Three Months Ended March 31, |           
|                                          |  | 2010                         |            |   | 2009 |  
|Total general and administrative expenses |  | $                            | 18,792,000 |   |      | $ | 18,803,000 |  
|Decrease from prior year                  |  |                              | 11,000     |   |      |   |            |  
|Percentage of revenue                     |  |                              | 18.6       | % |      |   | 21.3       | %



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General and administrative decreased by $11,000 to $18.8 million for the three months ended
March 31, 2010 as compared with the corresponding period of 2009. This decrease reflects approximately $672,000 of reduced expenses as the result of cost saving initiatives implemented during 2009, primarily employee compensation and benefits,
and lower stock-based compensation expense. This decrease was offset by approximately $661,000 of increased general and administrative expense attributable to the depreciation of the U.S. Dollars exchange rate against most foreign currencies,
in particular the Euro. As a percentage of revenue, general and administrative expenses decreased to 18.6% for the quarter ended March 31, 2010, as compared to 21.3%, for the same period of the prior year. This decrease is primarily associated
with the $12.4 million increase in revenue for the three months ended March 31, 2010, as compared to the corresponding period of the prior year and the result of the cost saving initiatives implemented during 2009.

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-month period of the prior year and as a percentage of revenue for the three months ended March 31, 2010 and 2009, respectively:



|                                       |  |                              |         |   |      |   |           |  
|-------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | --------- | -
|                                       |  | Three Months Ended March 31, |        
|                                       |  | 2010                         |         |   | 2009 |  
|Total research and development expense |  | $                            | 758,000 |   |      | $ | 1,185,000 |  
|Decrease from prior year               |  |                              | 427,000 |   |      |   |           |  
|Percentage of revenue                  |  |                              | 0.8     | % |      |   | 1.3       | %

Research and development
expenses decreased $427,000 for the three months ended March 31, 2010 as compared with the corresponding periods of 2009. The decrease in research and development expenses is primarily the result of an increase in the internal and external
capitalized costs for the development of the Companys web-based hosted language management technology platform and new software-as-a-service offering.

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-month period of the prior year and as a
percentage of revenue for the three months ended March 31, 2010 and 2009, respectively:





|                                            |  |                              |           |   |      |   |           |  
|------------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | --------- | -
|                                            |  | Three Months Ended March 31, |          
|                                            |  | 2010                         |           |   | 2009 |  
|Total depreciation and amortization expense |  | $                            | 1,130,000 |   |      | $ | 1,141,000 |  
|Decrease from prior year                    |  |                              | 11,000    |   |      |   |           |  
|Percentage of revenue                       |  |                              | 1.1       | % |      |   | 1.3       | %

Depreciation and
amortization expense remained consistent at $1.1 million for the quarter ended March 31, 2010, as compared to the same period of the prior year.

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 March 31, 2010 and 2009 of $1.2 million and $1.4 million, respectively, relates solely to the amortization of
identifiable intangible assets acquired from BGS.

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 March 31, 2010 of $341,000 decreased $240,000 from $581,000 for the quarter ended March 31, 2009. The decrease reflects the
impact of an approximately $31.0 million lower average borrowings during the quarter, year-over-year, coupled with lower interest rates.

Other (Income) Expense, Net.The Company recognized $274,000 other expense, net, in the three months ended March 31, 2010 as
compared to $5,000 in other expense, net, in the corresponding period of the prior year. The variations are primarily attributable to the variances among the U.S. Dollar and other currencies in the period, as compared to the net position and
variance during the corresponding period of prior year.



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Provision for Income Taxes. The following table shows the provision for income taxes
expense in dollars, the dollar change from the three-month period of the prior year and as a percentage of revenue for the three months ended March 31, 2010 and 2009, respectively:



|                           |  |                              |         |   |      |   |         |  
|-------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                           |  | Three Months Ended March 31, |        
|                           |  | 2010                         |         |   | 2009 |  
|Provision for income taxes |  | $                            | 708,000 |   |      | $ | 584,000 |  
|Increase from prior year   |  |                              | 124,000 |   |      |   |         |  
|Percentage of revenue      |  |                              | 0.7     | % |      |   | 0.7     | %

The provision for income
taxes consists primarily of taxes resulting from profits in foreign jurisdictions, interest and penalties associated with uncertain tax positions, and a deferred tax benefit for the reduction of deferred tax liabilities related to the intangible
assets from the BGS acquisition. The tax provision increased $124,000 to $708,000 for the quarter ended March 31, 2010 from $584,000 in the corresponding quarter of the prior year. These increases are primarily due to higher foreign profits
which are subject to tax by the foreign jurisdictions due to treatment of the foreign subsidiaries as service providers that earn a profit based on a cost-plus model.

Liquidity and Capital Resources

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 March 31, 2010,
$24.7 million was outstanding with an interest rate of 1.7%.

The following table shows cash and cash equivalents and
working capital at March 31, 2010 and at December 31, 2009:



|                          |  |                |            |                   |   |           
|------------------------- |  | -------------- | ---------- | ----------------- | - | ----------
|                          |  | March 31, 2010 |            | December 31, 2009
|Cash and cash equivalents |  | $              | 23,078,000 |                   | $ | 27,432,000
|Working capital           |  |                | 34,813,000 |                   |   | 36,182,000

Lionbridges working capital decreased $1.4 million to $34.8 million at March 31, 2010, as compared to $36.2 million at
December 31, 2009. As of March 31, 2010, cash and cash equivalents totaled $23.1 million, a decrease of $4.4 million from $27.4 million at December 31, 2009; accounts receivable and unbilled receivables totaled $73.8 million, an
increase of $1.0 million as compared to December 31, 2009; and other current assets increased by $3.2 million as compared to December 31, 2009. Current liabilities totaled $73.5 million at March 31, 2010, an increase of $1.2 million
from December 31, 2009.

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 three months ended March 31, 2010 and 2009, respectively:



|                                                    |  |                              |            |   |      |   |             |  
|--------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ----------- | -
|                                                    |  | Three Months Ended March 31, |           
|                                                    |  | 2010                         |            |   | 2009 |  
|Net cash provided by (used in) operating activities |  | $                            | 557,000    |   |      | $ | (2,321,000  | )
|Net cash used in investing activities               |  |                              | (4,160,000 | ) |      |   | (736,000    | )
|Net cash provided by (used in) financing activities |  |                              | 15,000     |   |      |   | (14,045,000 | )

Net cash provided by
operating activities was $557,000 for the three months ended March 31, 2010, as compared to net cash used in operating activities of $2.3 million for the corresponding period of the prior year. The $557,000 cash provided by operating activities
was due to net income of $477,000 (inclusive of $3.3 million in depreciation, amortization, stock-based compensation and other non-cash expenses), a $2.7 million net increase in accounts receivable and unbilled receivables, a $4.3 million increase
in other operating assets, a $4.3 million increase in accounts payable, accrued expenses and other operating liabilities, and a $604,000 decrease in deferred revenue.

In the three months ended March 31, 2009, net cash used in operating activities was $2.3 million. The $2.3 million cash used in
operating activities was due to a net loss of $5.1 million (inclusive of $3.7 million in depreciation, amortization, stock-based compensation and other non-cash expenses), an $8.8 million net decrease in accounts receivable and unbilled receivables,
a $1.2 million increase in other operating assets, a $6.1 million decrease in accounts payable, accrued expenses and other operating liabilities, and a $2.4 million decrease in deferred revenue.



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Lionbridge has not experienced any significant trends in accounts receivable and unbilled
receivables 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 $3.4 million to $4.2 million for the three months ended
March 31, 2010, as compared to $736,000 of net cash used in investing activities for the corresponding period of the prior year. The primary investing activity in the three months ended March 31, 2010 was $4.2 million for the purchase of
property and equipment.

In the three months ended March 31, 2009, net cash used in investing activities was $736,000,
primarily for the purchase of property and equipment.

Net cash provided by financing activities for the three months ended
March 31, 2010 was $15,000, an increase of $14.1 million as compared to $14.0 million of net cash used in financing activities for the corresponding period of 2009. Cash provided by financing activities consisted of $17,000 of proceeds from the
issuance of common stock under option plans and $2,000 for payments of capital lease obligations.

Net cash used in financing
activities for the three months ended March 31, 2009 was $14.0 million consisting of $14.0 million of payments of long-term debt and $45,000 for payments of capital lease obligations.

On May 5, 2010, 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. 333-166529), covering the registration of debt and equity securities (the Securities), in an aggregate amount of $100.0 million. The registration statement has not yet been declared
effective by the Commission. When the registration statement is declared effective, the company may offer these Securities from time to time in amounts, at prices and on terms to be determined at the time of sale. The Company believes that upon the
declaration of effectiveness of the Registration Statement by the Commission, the Company will have 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 and available financing
should provide adequate cash to fund its currently anticipated cash needs for the next twelve months and foreseeable future.

Contractual Obligations

As of March 31, 2010, there were 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, 2009. Tax provisions during the three months ended March 31, 2010, primarily related to taxes and accrued interest, have increased the balance of unrecognized tax benefits by
$225,000 to $8.1 million.

Approximately $2.2 million of this balance is related to tax liabilities accruing on or prior to
the acquisition of BGS on September 1, 2005. Bowne & Co., Inc. has agreed to indemnify Lionbridge for these amounts. The Company believes that it is reasonably possible that approximately $465,000 of its unrecognized tax benefits, consisting of
several items in various jurisdictions, may be recognized within the next twelve months.

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued ASU 2010-06, Value Measurements and Disclosures
 Improving Disclosures about Fair Value Measurements (ASU 2010-06), that amends ASC Subtopic 820-10, Fair Value Measurements and Disclosures  Overall, and requires reporting entities to disclose (1) the
amount of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers, and (2) separate information about purchases, sales, issuance and settlements in the reconciliation of fair
value measurements using significant unobservable inputs (Level 3). ASU 2010-06 also requires reporting entities to provide fair value measurement disclosures for each class of assets and liabilities and disclose the inputs and valuation
techniques for fair value measurements that fall within Levels 2 and 3 of the fair value hierarchy. These disclosures and clarification are effective for interim and annual reporting periods beginning after December 15, 2009, except for
the disclosures about purchases, sales, issuance, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods
within those fiscal years. The Company adopted the provisions of ASU 2010-06 and the provisions of ASU 2010-06 which do not have a material impact on its consolidated financial statements.



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In February 2010, the FASB issued ASU 2010-09, Subsequent Events  Amendments to
Certain Recognition and Disclosure Requirements (ASU 2010-09), that amends ASC Subtopic 855-10, Subsequent Events  Overall (ASC 855-10). ASU 2010-09 requires an SEC filer to evaluate subsequent events
through the date that the financial statements are issued but removed the requirement to disclose this date in the notes to the entitys financial statements. The amendments are effective upon issuance of the final update and accordingly, the
Company has adopted the provisions of ASU 2010-09. The adoption of these provisions does not have a material impact on its consolidated financial statements.



|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. The Company manages its risk to foreign currency transaction exposure and interest rates through risk management programs that include the use of derivative financial instruments. Lionbridge operates these programs pursuant
to documented corporate risk management policies. Lionbridge does not enter into any derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset gains and losses on underlying hedged
exposures.

Interest Rate Risk. Lionbridge is exposed to market risk from changes in interest rates with respect to its
revolving loan facility which bears interest at Prime or LIBOR (at the Companys discretion) plus an applicable margin based on certain financial covenants. As of March 31, 2010, $24.7 million was outstanding under this facility. A
hypothetical 10% increase or decrease in interest rates would have approximately a $43,000 impact on the Companys interest expense based on the $24.7 million outstanding at March 31, 2010 with an interest rate of 1.7%. On July 20,
2007, the Company entered into a three-year amortizing interest rate swap with a notional amount of $20.0 million that corresponds to a portion of the Companys floating rate credit facility. On July 31, 2008, the notional amount decreased
to $15.0 million and on July 31, 2009, the notional amount decreased to $10.0 million. The 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 $169,000 at March 31, 2010. A hypothetical 10% increase or decrease in interest rates would have approximately a $1,000 impact on the derivatives fair value. The interest rate swap is designated
as a cash flow hedge under ASC 815 and there is no hedge ineffectiveness at March 31, 2010. Additionally, Lionbridge is exposed to market risk through its investing activities. The Companys portfolio consists primarily of short-term time
deposits and investments in money market funds that have maturities less than 90 days. 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.

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, 66% and 66% of its costs and expenses for the three-month periods ended March 31, 2010 and 2009, respectively,
were denominated in foreign currencies, primarily operating expenses associated with cost of revenue, sales and marketing and general and administrative. In addition, 15% and 13% of the Companys consolidated tangible assets were subject to
foreign currency exchange fluctuations as of March 31, 2010 and December 31, 2009, respectively, while 10% and 10% of its consolidated liabilities were exposed to foreign currency exchange fluctuations as of March 31, 2010 and
December 31, 2009, respectively. In addition, net inter-company balances denominated in currencies other than the functional currency of the respective entity were approximately $45.3 million and $34.0 million as of March 31, 2010 and
December 31, 2009, respectively. The principal foreign currency applicable to our business is the Euro. The Company has implemented a risk management program that partially mitigates its exposure to assets or liabilities (primarily cash and
cash equivalents, accounts receivable and accounts payable) denominated in currencies other than the functional currency of the respective entity which includes the use of derivative financial instruments, principally foreign exchange forward
contracts. These foreign exchange forward contracts generally have one-month terms and do not qualify for hedge accounting under the ASC 815 guidance. The Company had no foreign exchange forward contracts outstanding at March 31, 2010.



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

Evaluation of Disclosure Controls and Procedures. Lionbridge maintains disclosure controls and procedures designed to provide
reasonable assurance 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. Management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 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 at the reasonable assurance
level as of March 31, 2010.



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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 March 31, 2010 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. 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. 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.

On August 14, 2007, the plaintiffs filed
amended complaints in the six focus cases. The issuer defendants and the underwriter defendants separately moved to dismiss the claims against them in the amended complaints in the six focus cases. On March 26, 2008, the District Court issued
an order in which it denied in substantial part the motions to dismiss the amended complaints in the six focus cases.

On
February 25, 2009, the parties advised the District Court that they had reached an agreement-in-principle to settle the litigation in its entirety. A stipulation of settlement was filed with the District Court on April 2, 2009. On
June 9, 2009, the District Court preliminarily approved the proposed global settlement. Notice was provided to the class, and a settlement fairness hearing, at which members of the class had an opportunity to object to the proposed settlement,
was held on September 10, 2009. On October 6, 2009, the District Court issued an order granting final approval to the settlement. Several appeals have been filed objecting to the definition of the settlement class and fairness of the
settlement, and those appeals remain pending. The litigation process is inherently uncertain and unpredictable, however, and there can be no guarantee as to the ultimate outcome of this pending lawsuit. 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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##### Table of Contents

|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. 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, 2010 (SEC File No.
000-26933) (the 2009 Annual Report) 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. There have been no material changes in Lionbridges risk factors from those disclosed in Lionbridges 2009 Annual Report.



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

During the quarter ended March 31, 2010, the Company withheld 76,372 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 March 31, 2010:



|                                     |  |                                 |  |                             |     
|------------------------------------ |  | ------------------------------- |  | --------------------------- | ----
|Period                               |  | Total Number ofShares Purchased |  | Average PricePaid Per Share
|January 1, 2010  January 31, 2010   |  | 58,945                          |  | $                           | 2.39
|February 1, 2010  February 28, 2010 |  | 17,427                          |  | $                           | 3.14
|                                     |  |                                 |  |                             |     
|Total                                |  | 76,372                          |  | $                           | 2.56
|                                     |  |                                 |  |                             |     

In addition, upon the termination of employees during
the quarter ended March 31, 2010, 38,500 unvested restricted shares were forfeited. The following table provides information about Lionbridges forfeited restricted shares for the quarter ended March 31, 2010:



|                                     |  |                                
|------------------------------------ |  | -------------------------------
|Period                               |  | Total Number ofShares Forfeited
|February 1, 2010  February 28, 2010 |  | 15,250                         
|March 1, 2010  March 31, 2010       |  | 23,250                         
|                                     |  |                                
|Total                                |  | 38,500                         
|                                     |  |                                



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

(a)
Exhibits.



|       |  |                                                                                                                                                                                                                                                     
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.
|- | ---------------



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##### Table of Contents

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. MuirChief Financial Officer(Duly Authorized Officer and Principal Financial Officer)


Dated: May 
7, 2010

Exhibit Index



|              |  |                                                                                                                                                                                                                                                     
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                         
|              | 
|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.
|- | ---------------



29