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0000918581-16-000256.txt : 20161109 0000918581-16-000256.hdr.sgml : 20161109 20161109161047 ACCESSION NUMBER: 0000918581-16-000256 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161109 DATE AS OF CHANGE: 20161109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIBER INC CENTRAL INDEX KEY: 0000918581 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382046833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13103 FILM NUMBER: 161984333 BUSINESS ADDRESS: STREET 1: 6312 S FIDDLER'S GREEN CIRCLE STREET 2: SUITE 600E CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 3032200100 MAIL ADDRESS: STREET 1: 6312 S FIDDLER'S GREEN CIRCLE STREET 2: SUITE 600E CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 10-Q 1 a93016-10qxciber.htm 10-Q Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2016

o 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: 001-13103

Ciber, Inc.

(Exact name of Registrant as specified in its charter)



Delaware		38-2046833
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6312 South Fiddler’s Green Circle, Suite 600E, Greenwood Village, Colorado		80111
(Address of Principal Executive Offices)		(Zip Code)

(303) 220-0100

(Registrant’s telephone number, including area code)

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 o

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

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. (Check one):



Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

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

There were 81,646,269 shares of the registrant’s Common Stock outstanding as of November 4, 2016.

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		Page
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2016 and 2015	3
	Consolidated Statements of Comprehensive Loss – Three and Nine Months Ended September 30, 2016 and 2015	4
	Consolidated Balance Sheets – September 30, 2016 and December 31, 2015	5
	Consolidated Statement of Shareholders' Equity - Nine Months Ended September 30, 2016	6
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2016 and 2015	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 4.	Mine Safety Disclosures	47
Item 6.	Exhibits	48

Signatures		49

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Ciber, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
REVENUES
Consulting services	$	137,364		$	180,490		$	459,822		$	558,790
Other revenue	6,982			12,111			25,487			33,760
Total revenues	144,346			192,601			485,309			592,550
OPERATING EXPENSES
Cost of consulting services	110,313			133,705			366,193			418,121
Cost of other revenue	4,323			7,273			14,640			19,386
Selling, general and administrative	45,165			48,978			150,296			142,726
Goodwill Impairment	—			—			115,483			—
Amortization of intangible assets	323			55			2,349			162
Litigation settlements	4,496			—			4,496			—
Restructuring charges	417			1,002			1,156			1,738
Total operating expenses	165,037			191,013			654,613			582,133
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS	(20,691		)	1,588			(169,304		)	10,417

Gain on sale of assets/entity	5,595			—			12,525			—
Interest expense	(545		)	(377		)	(1,792		)	(1,118		)
Other expense, net	(528		)	(5		)	(1,297		)	(383		)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(16,169		)	1,206			(159,868		)	8,916
Income tax expense	2,629			1,338			7,616			3,679
INCOME (LOSS) FROM CONTINUING OPERATIONS	(18,798		)	(132		)	(167,484		)	5,237
Gain (loss) from discontinued operations, net of income tax	14			(200		)	362			(258		)
CONSOLIDATED NET INCOME (LOSS)	(18,784		)	(332		)	(167,122		)	4,979
Net income attributable to noncontrolling interests	49			24			84			16
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC.	$	(18,833	)	$	(356	)	$	(167,206	)	$	4,963

Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
Continuing operations	$	(0.23	)	$	—		$	(2.07	)	$	0.07
Discontinued operations	—			—			—			(0.01		)
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.	$	(0.23	)	$	—		$	(2.07	)	$	0.06

Weighted average shares outstanding:
Basic	81,178			79,206			80,776			78,938
Diluted	81,178			79,206			80,776			79,725

See accompanying notes to unaudited consolidated financial statements.

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Ciber, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Consolidated net income (loss)	$	(18,784	)	$	(332	)	$	(167,122	)	$	4,979
Foreign currency translation adjustments-gain (loss)	586			(3,193		)	4,544			(10,779		)
Comprehensive loss	(18,198		)	(3,525		)	(162,578		)	(5,800		)
Comprehensive income attributable to noncontrolling interests	49			24			84			16
Comprehensive loss attributable to Ciber, Inc.	$	(18,247	)	$	(3,549	)	$	(162,662	)	$	(5,816	)

See accompanying notes to unaudited consolidated financial statements.

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Ciber, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)



	September 30, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	6,434		$	20,404
Restricted cash	2,850			—
Accounts receivable, net of allowances of $3,845 and $2,130, respectively	138,564			169,501
Other receivable-related party	452			—
Prepaid expenses and other current assets	23,979			26,340
Total current assets	172,279			216,245

Property and equipment, net of accumulated depreciation of $33,609 and $37,849, respectively	19,533			22,447
Goodwill	133,681			256,736
Intangibles, net	3,751			1,544
Other assets	5,083			5,299

TOTAL ASSETS	$	334,327		$	502,271

LIABILITIES AND EQUITY
Liabilities:
Current liabilities:
Current portion of long-term debt	$	39,369		$	—
Accounts payable	22,740			34,980
Accrued compensation and related liabilities	24,607			31,152
Deferred revenue	8,340			14,238
Income taxes payable	437			575
Other accrued expenses and liabilities	28,586			29,384
Total current liabilities	124,079			110,329

Long-term debt	—			32,680
Deferred income taxes, net	33,428			30,571
Other long-term liabilities	14,420			8,794
Total liabilities	171,927			182,374

Commitments and contingencies (Note 10)

Equity:
Ciber, Inc. shareholders' equity:
Preferred stock, $0.01 par value, 1,000 shares authorized, no shares issued	—			—
Common stock, $0.01 par value, 100,000 shares authorized, 81,347 and 80,057 shares issued, respectively	813			801
Treasury stock, at cost, 29 and 32 shares, respectively	(33		)	(113		)
Additional paid-in capital	375,084			369,228
Accumulated deficit	(185,976		)	(17,903		)
Accumulated other comprehensive loss	(28,158		)	(32,702		)
Total Ciber, Inc. shareholders' equity	161,730			319,311
Noncontrolling interests	670			586
Total equity	162,400			319,897

TOTAL LIABILITIES AND EQUITY	$	334,327		$	502,271

See accompanying notes to unaudited consolidated financial statements.

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Ciber, Inc. and Subsidiaries

Consolidated Statement of Shareholders' Equity

(In thousands)

(Unaudited)



									Additional Paid-in Capital		Accumulated deficit			Accumulated Other Comprehensive Loss			Total Ciber, Inc.
	Common Stock			Treasury Stock													Shareholders'			Noncontrolling Interests		Total Equity
	Shares	Amount		Shares		Amount											Equity			Noncontrolling Interests		Total Equity
BALANCES AT JANUARY 1, 2016	80,057	$	801	(32	)	$	(113	)	$	369,228	$	(17,903	)	$	(32,702	)	$	319,311		$	586	$	319,897
Consolidated net income	—	—		—		—			—		(167,206		)	—			(167,206		)	84		(167,122		)
Foreign currency translation	—	—		—		—			—		—			4,544			4,544			—		4,544
Shares issued under employee share plans, net	1,290	12		3		80			503		(867		)	—			(272		)	—		(272		)
Share-based compensation	—	—		—		—			5,353		—			—			5,353			—		5,353
BALANCES AT SEPTEMBER 30, 2016	81,347	$	813	(29	)	$	(33	)	$	375,084	$	(185,976	)	$	(28,158	)	$	161,730		$	670	$	162,400

See accompanying notes to unaudited consolidated financial statements.

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Ciber, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Nine Months Ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income (loss)	$	(167,122	)	$	4,979
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities:
(Gain) loss from discontinued operations	(362		)	258
Goodwill impairment	115,483			—
Gain on sale of assets/entity	(12,525		)	—
Depreciation	4,388			4,115
Amortization of intangible assets	2,349			162
Deferred income tax expense	3,170			2,858
Provision for doubtful receivables	2,079			343
Share-based compensation expense	5,353			5,850
Amortization of debt costs	570			570
Other, net	163			912
Changes in operating assets and liabilities:
Accounts receivable	19,270			(4,770		)
Other current and long-term assets	(1,251		)	(3,834		)
Accounts payable	(10,602		)	(5,935		)
Accrued compensation and related liabilities	(9,193		)	(24,128		)
Other current and long-term liabilities	(3,240		)	(16,006		)
Income taxes payable/refundable	(1,284		)	2,735
Cash used in operating activities — continuing operations	(52,754		)	(31,891		)
Cash used in operating activities — discontinued operations	(161		)	(512		)
Cash used in operating activities	(52,915		)	(32,403		)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets/entity	33,614			—
Proceeds from sale of assets/entity-restricted cash	5,700			—
Purchases of property and equipment, net	(9,053		)	(6,288		)
Cash provided by (used in) investing activities — continuing operations	30,261			(6,288		)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on debt	216,380			263,138
Payments on debt	(209,917		)	(244,476		)
Employee stock purchases and options exercised	515			1,172
Purchase of shares for employee tax withholdings	(786		)	(1,194		)
Purchase of noncontrolling interest	—			(4,991		)
Purchase of treasury stock	—			(1,665		)
Cash provided by financing activities — continuing operations	6,192			11,984
Effect of foreign exchange rate changes on cash and cash equivalents	2,492			(998		)
Net decrease in cash and cash equivalents	(13,970		)	(27,705		)
Cash and cash equivalents, beginning of period	20,404			45,858
Cash and cash equivalents, end of period	$	6,434		$	18,153

See accompanying notes to unaudited consolidated financial statements.

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Ciber, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements include the accounts of Ciber, Inc. and its wholly-owned subsidiaries (together, “Ciber,” “the Company,” “we,” “our,” or “us”) and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the year ended December 31, 2015.

Management believes the accompanying unaudited Consolidated Financial Statements reflect all adjustments, including normal recurring items and restructuring and other items, considered necessary for a fair statement of results for the interim periods presented. The results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the results of operations for the full fiscal year.

As fully explained in Note 5, due to the balance available for borrowing under our Asset Based Lending Facility (“ABL Facility”) falling below $15 million during the three and nine months ended September 30, 2016, we became subject to certain covenants including a Fixed Charge Coverage Ratio. We were not in compliance with the Fixed Charge Coverage Ratio covenant during the first quarter 2016 and subsequently. The amount due under the ABL Facility is classified as a current liability in our balance sheet at September 30, 2016 as a result of this non-compliance, due to the fact that our lender has the right to accelerate the indebtedness making it due and payable immediately. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. Our lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility have been limited. Management obtained a covenant waiver and amendment, and a further amendment, each subsequent to September 30, 2016 and continues to actively engage with Wells Fargo Bank NA ("Wells Fargo"). Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation, the Company can continue to operate for the foreseeable future, although this cannot be assured. Additionally, the Company has announced that its Board of Directors has engaged a strategic adviser to assist in exploring strategic alternatives for the Company, which could include a potential financing, refinancing, or a merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of Ciber’s business. No decision has been made as to whether the Company will engage in a transaction resulting from the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction. While management intends to execute upon the aforementioned plans, which would result in additional funds being raised and extension of the debt maturity, in the absence of such transactions management currently forecasts that it will not be able to timely satisfy its obligations on May 7, 2017, the currently scheduled maturity date of the debt. The financial statements have been prepared assuming the Company is a going concern.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The core principle of the standard is when an entity transfers goods or services to customers, it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. In March, April, and May 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" ("ASU 2016-08"), ASU No. 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"), and ASU No. 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"), respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2018, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. ASU 2014-09 is expected to be effective for annual periods beginning after December 15, 2017, and for interim periods within

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that year, and allows for both retrospective and prospective methods of adoption. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements, as well as which transition method we intend to use.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements, other than the required disclosures.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which is intended to increase transparency and comparability among organizations by recognizing all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. This standard is to be applied with a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements.

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2016-15, "Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments". This standard clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements.

Adopted Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-4)” which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. This update is effective for interim and annual periods beginning after December 15, 2015 and we have elected to adopt the guidance prospectively. The adoption of this guidance did not have an impact on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this guidance did not have an impact on our consolidated financial statements.

Stock and Other Compensation

On January 26, 2015, June 24, 2015, July 1, 2015 and August 10, 2015, we granted 79,761, 69,558, 47,550 and 5,000 Performance Based Restricted Share Units ("PRSUs"), respectively, to our executives. On January 1, 2016, we granted 201,868 PRSUs to our executives. The performance conditions include both an internal performance condition and an external market-based condition. We have valued the external market-based condition using a Monte Carlo approach. Probability of reaching the internal performance condition is assessed quarterly and the associated expense is adjusted based on the target expected to be achieved. There is the potential for 441,072 shares of common stock to vest under these grants if maximum performance targets are achieved. There were no shares that vested and 104,692 shares forfeited during 2016.

In connection with the payment of cash bonuses to certain of the Company’s employees, on June 29, 2016, the Company erroneously initiated the payment of $760,000 and $100,000, respectively, to our Chief Executive Officer ("CEO"), Michael Boustridge, and to our Chief Financial Officer, Christian Mezger. The Compensation Committee subsequently determined that these bonus payments to our our Chief Executive Officer and Chief Financial Officer were not duly authorized by the Compensation Committee, as required by its charter and NYSE rules, due to miscommunication at the committee level. The Compensation Committee requested that these amounts be repaid, net of tax. Mr. Mezger repaid the amount prior to September 30, 2016 and Mr. Boustridge repaid the amount subsequent to the end of the third quarter. The Compensation and Audit Committees have taken steps to strengthen the processes which led to the miscommunication, including the expansion and size of the Compensation Committee and the engagement of an outside third party to review the processes and recommend steps to remediate, and the Company is implementing the recommended changes.

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Fair Value

Authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions.

The fair value hierarchy consists of the following three levels:

•Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.

•Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

•Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The Company estimates the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierarchy.

Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business.

The carrying value of the outstanding borrowings under the Company's ABL Facility, as defined in Note 5, approximates its fair value as (1) it is based on a variable rate that changes based on market conditions and (2) the margin applied to the variable rate is based on Ciber's credit risk, which has not changed since entering into the facility in May 2012. If Ciber's credit risk were to change, we would estimate the fair value of our borrowings using a discounted cash flow analysis based on current rates expected to be available from the lender for similar types of debt. The inputs used to establish the fair value of the ABL Facility are considered to be Level 2 of the GAAP Valuation hierarchy.

(2) Divestitures

Ciber Nederland B.V.

On June 16, 2016 ("the Closing Date"), the Company completed a sale of certain assets and liabilities ("the Netherlands Sale") of Ciber Nederland, B.V. ("Ciber Nederland"), which has been reported as a part of the Company's International segment, for a cash purchase price of $25.0 million ("the Purchase Price"). The Purchase Price includes $5.0 million to be held in escrow ("the Escrow Amount") to be released in equal parts at 12 and 18 months from the Closing Date. The current portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Restricted cash. The long-term restricted portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Other assets. Subsequent to quarter end, the Purchase Price was adjusted by $3.9 million for working capital, resulting in proceeds of $28.9 million. The purchase price also is subject to a purchase price adjustment six months after closing with respect to the retention of certain Ciber Nederland customers, which adjustment is capped at the Escrow Amount. Until the resolution of contingencies, the $5.0 million in escrow has been excluded from estimated gain calculations. The gain on the sale of assets was $6.9 million for the six months ended June 30, 2016 and was adjusted downward $0.2 million, related to additional adjustments in working capital, to record a total of $6.7 million gain in the nine months ended September 30, 2016. This gain will also be adjusted after resolution of contingencies in the purchase price, allowing for the potential release of amounts in escrow.

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Ciber Norge AS

On August 26, 2016 (the “Closing Date”), the Company completed a sale of Ciber Norge AS., which has been reported as part of the Company's International segment, for a cash purchase price of $7.0 million, (the “Purchase Price”) which includes $0.7 million to be held in escrow (the “Escrow Amount”), to be released in equal parts at 12 and 18 months from the Closing Date. The current portion of the Escrow Amount is $0.35 million and is recorded on the Consolidated Balance Sheets as Restricted cash. The long-term restricted portion of the Escrow Amount is $0.35 million and is recorded on the Consolidated Balance Sheets as Other assets. The Purchase Price was adjusted by $3.4 million for working capital, resulting in proceeds of $10.4 million. The Purchase Price also is subject to a purchase price adjustment twelve months after closing with respect to the retention of certain Ciber Norge customers, which adjustment is capped at $1.75 million. Until the resolution of contingencies, the $1.75 million has been excluded from gain calculations. The gain on the sale of assets was $5.0 million for the nine months ended September 30, 2016 and will be adjusted after resolution of contingencies in the purchase price, allowing for the potential release of amounts in escrow.

Ciber Sweden

On September 19, 2016, the Company completed a sale of certain assets and liabilities of Consultants in Business, Engineering and Research Sweden AB, (“Ciber Sweden”), which has been reported as a part of the Company's International segment, for a cash purchase price of $1.0 million (the “Purchase Price”). The Purchase Price was subject to a purchase price adjustment on or prior to the closing with respect to the retention of certain Ciber Sweden consultants, which adjustment is capped at 15% of the Purchase Price. Subsequent to quarter end, the Purchase Price was adjusted downward by $0.1 million, resulting in proceeds of $0.9 million. The gain on the sale of assets was $0.9 million for the nine months ended September 30, 2016 and will be adjusted after resolution of contingencies in the purchase price.

(3) Earnings (Loss) Per Share

Our computation of earnings (loss) per share — basic and diluted is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands, except per share amounts)
Numerator:
Net income (loss) from continuing operations	$	(18,798	)	$	(132	)	$	(167,484	)	$	5,237
Net income attributable to noncontrolling interests	49			24			84			16
Net income (loss) attributable to Ciber, Inc. from continuing operations	(18,847		)	(156		)	(167,568		)	5,221
Gain (loss) from discontinued operations, net of income tax	14			(200		)	362			(258		)
Net income (loss) attributable to Ciber, Inc.	$	(18,833	)	$	(356	)	$	(167,206	)	$	4,963

Denominator:
Basic weighted average shares outstanding	81,178			79,206			80,776			78,938
Dilutive effect of employee stock plans	—			—			—			787
Diluted weighted average shares outstanding	81,178			79,206			80,776			79,725

Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
Continuing operations	$	(0.23	)	$	—		$	(2.07	)	$	0.07
Discontinued operations	—			—			—			(0.01		)
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.	$	(0.23	)	$	—		$	(2.07	)	$	0.06

Anti-dilutive securities omitted from the calculation	4,124			4,141			4,349			3,137

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Dilutive securities, including stock options and restricted stock units, are excluded from the diluted weighted average shares outstanding computation in periods in which they have an anti-dilutive effect, such as when we report a net loss attributable to Ciber, Inc. from continuing operations, or when stock options have an exercise price that is greater than the average market price of Ciber common stock during the period.

(4) Goodwill

Subsequent to September 30, 2016, the Company observed a sustained decrease in its stock price, thereby providing a potential indicator of goodwill impairment. As a result, the Company will initiate an impairment test during the fourth quarter of 2016.

The Company performed its annual impairment analysis, which is required as of June 30 each year. In addition, during the second quarter of 2016 the Company observed another sustained decrease in the stock price and lower than expected earnings, as well as the completion of the Netherlands Sale, thereby providing potential indicators of goodwill impairment. As a result, the Company initiated an impairment test in the three months ended June 30, 2016.

We compared the carrying values of our International and North America reporting units to their estimated fair values at June 30, 2016. We estimated the fair value of each reporting unit based on a weighting of both the income approach and the market approach. The discounted cash flows for each reporting unit serve as the primary basis for the income approach, and were based on discrete financial forecasts developed by management. Cash flows beyond the discrete forecast period of five years were estimated using the perpetuity growth method calculation. The annual average revenue growth rates forecasted for our reporting units for the first five years of our projections were approximately 3%. We have projected a minor amount of operating profit margin improvement based on expected margin benefits from certain internal initiatives. The terminal value was calculated assuming projected growth rates of 3% after five years, which reflects our current estimate of minimum long-term growth in Information Technology ("IT") spending. The income approach valuations also included each reporting unit’s estimated weighted average cost of capital, which were 17% and 13% for International and North America, respectively. The income approach was weighted as 75% and 50% of the fair value of the International and North America reporting units, respectively.

The market approach applied pricing multiples derived from publicly-traded companies that are comparable to the respective reporting units to determine their values. For our International and North America reporting unit, the Company used enterprise value/EBITDA multiples of approximately 3 and 6 using the guideline public company method. The difference in the enterprise value/EBITDA multiples used in the International and North America segments is due to under performance during 2016 in the International segment compared to its peers. For the International reporting unit, a revenue multiple was also utilized to determine the fair value using the guideline public company method. The Company used an enterprise value/EBITDA multiple of approximately 7 for the North America reporting unit using the guideline transaction method. The market approach was weighted as 25% and 50% of the fair value of the International and North America reporting units, respectively. In addition, the fair value under the market approach using the guideline public company method included a control premium of 30%. The control premium was determined based on a review of comparative market transactions. Publicly-available information regarding our market capitalization was also considered in assessing the reasonableness of the cumulative fair values of our reporting units.

Upon completing step one of the impairment test for each reporting unit, the Company determined that the fair value of the North America reporting unit was greater than the carrying value by approximately 25%. It was determined that the fair value of International reporting unit was less than the carrying value by approximately 25%, thus indicating potential impairment and requiring step two analysis.

The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized an impairment charge of $29.6 million in the three months ended June 30, 2016, resulting in no remaining goodwill in the International segment. The impairment charge in our International reporting unit is primarily a result of the Netherlands Sale, decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve additional operational efficiencies.

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During the first quarter of 2016, the Company observed a sustained decrease in the stock price and lower than expected earnings during the three months ended March 31, 2016, thereby providing a potential indicator of goodwill impairment. As a result, the Company initiated an impairment test in the three months ended March 31, 2016.

We compared the carrying values of our International and North America reporting units to their estimated fair values at March 31, 2016. We estimated the fair value of each reporting unit based on a weighting of both the income approach and the market approach. The discounted cash flows for each reporting unit serve as the primary basis for the income approach, and were based on discrete financial forecasts developed by management. Cash flows beyond the discrete forecast period of five years were estimated using the perpetuity growth method calculation. The annual average revenue growth rates forecasted for our reporting units for the first five years of our projections were approximately 3%. We have projected a minor amount of operating profit margin improvement based on expected margin benefits from certain internal initiatives. The terminal value was calculated assuming projected growth rates of 3% after five years, which reflects our current estimate of minimum long-term growth in IT spending. The income approach valuations also included each reporting unit’s estimated weighted average cost of capital, which were 17% and 14% for International and North America, respectively. The market approach applied pricing multiples derived from publicly-traded companies that are comparable to the respective reporting units to determine their values. For our International and North America reporting units, we used enterprise value/EBITDA multiples of approximately 5 and 6, respectively, under the market approach using the guideline public company method and approximately 7 and 7, respectively, under the market approach using the guideline transaction method in order to value each of our reporting units. In addition, the fair value under the market approach using the guideline public company method included a control premium of 30%. The control premium was determined based on a review of comparative market transactions. Publicly-available information regarding our market capitalization was also considered in assessing the reasonableness of the cumulative fair values of our reporting units.

Upon completing step one of the impairment test for each reporting unit, the Company determined that the fair value of the North America reporting unit was greater than the carrying value by approximately 30%. It was determined that the fair value of International reporting unit was less than the carrying value by approximately 30%, thus indicating potential impairment and requiring step two analysis.

The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill, with respect to March 31, 2016, was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized an impairment charge of $85.9 million in the three months ended March 31, 2016, which represented 69% of the goodwill of the International reporting unit prior to the impairment charge. The impairment charge in our International reporting unit was primarily a result of the decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve operational efficiencies.

We have updated our cash flow forecasts and our other assumptions used to calculate the estimated fair value of our reporting units to account for our beliefs and expectations of the current business environment. While we believe our estimates are appropriate based on our view of current business trends, no assurance can be provided that impairment charges will not be required in the future.

The changes in the carrying amount of goodwill during the nine months ended September 30, 2016, were as follows:



	International			North America		Total
	(In thousands)
Balance at January 1, 2016	$	123,055		$	133,681	$	256,736
Goodwill Impairment	(115,483		)	—		(115,483		)
Sale of assets	(8,620		)	—		(8,620		)
Effect of foreign exchange rate changes	1,048			—		1,048
Balance at September 30, 2016	$	—		$	133,681	$	133,681

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(5) Borrowings

As of September 30, 2016, the Company has an ABL Facility of up to $54 million with Wells Fargo. The maximum amount available for borrowing at any time under such line of credit is determined according to a borrowing base valuation of eligible account receivables, which was $44.4 million at September 30, 2016. The ABL Facility provides for borrowings in the United States, the United Kingdom and Germany and matures on May 7, 2017. As of September 30, 2016, the Company had $39.7 million outstanding under the ABL Facility. The Company expects borrowings to fluctuate based on working capital needs. The Company's obligations under the ABL Facility are guaranteed by the Company and are secured by substantially all of the Company's U.S., the Netherlands, United Kingdom, and German assets. The ABL Facility includes a number of business covenants, including customary limitations on, among other things, indebtedness, liens, investments, guarantees, mergers, dispositions, acquisitions, liquidations, dissolutions, issuances of securities, payments of dividends, loans and advances, and transactions with affiliates.

On June 16, 2016, we amended our ABL Facility with Wells Fargo in connection with Wells Fargo's consent to the Netherlands Sale. As a result of this amendment and the sale of assets in the Netherlands Sale, the maximum borrowing base under the ABL Facility was reduced from $60 million to $54 million.

The ABL Facility can be prepaid in whole or in part at any time. The ABL Facility must be repaid to the extent that any borrowings exceed the maximum availability allowed under the ABL Facility.

The Company is required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA (as defined in the ABL Facility) to consolidated fixed charges of 1.1/1.0 (the "Fixed Charge Coverage Ratio") if (i) an event of default has occurred and is continuing, (ii) Ciber fails to maintain excess availability of at least the greater of (i) $15 million or (ii) an amount equal to 25% of the aggregate amount of the commitments at any time. The Company must then continue to comply with the minimum trailing 12-month fixed charge coverage ratio until (1) no event of default is continuing and (2) excess availability has equaled or exceeded the greater of (a) $15 million or (b) an amount equal to 25% of the aggregate amount of the commitments for 30 consecutive days. Due to the balance available for borrowing falling below $15 million during the nine months ended September 30, 2016, the Company became subject to the Fixed Charge Coverage Ratio and the Company was not in compliance with the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently.

Due to the default in the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently, the lender has the right to declare all outstanding debt under the ABL Facility immediately due and payable. The amount due under the ABL Facility is classified as a current liability in our balance sheet at September 30, 2016 as a result of this non-compliance. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. The Company's lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility could be limited.

The ABL Facility also contains certain requirements relating to perfection of security interests of the Loan Parties (as defined in the ABL Facility), as well as an affirmative solvency (as defined in the ABL Facility) representation applicable as of the date of the making of any Revolving Loan (as defined in the ABL Facility) or any other extension of credit. During the nine months ended September 30, 2016, Wells Fargo notified us that it had become subject to, and waived an event of default relating to an additional perfection notice requirement that had become applicable to the German borrowers, which we began to comply with in March 2016 and this requirement continues to be applicable to us. In May 2016, Wells Fargo notified us that we were not in compliance with a similar perfection notice requirement applicable to the Dutch borrowers that was applicable to us during the nine months ended September 30, 2016.

In addition, the ABL Facility includes ongoing representations including solvency of the Company. Based on the ABL Facility definition of solvency, which includes the ability to pay amounts due on the prescribed invoice due dates, the Company may have breached the solvency representation during the nine months ended September 30, 2016, and may be in breach of that representation at the time of each subsequent borrowing under the ABL Facility. This may limit future borrowings under the ABL Facility.

The ABL Facility provides that Wells Fargo would take dominion over the Company's U.S. cash and cash receipts and would automatically apply such amounts to the ABL Facility on a daily basis if (a) an event of default has occurred and is continuing or (b) Ciber fails to maintain excess availability of at least the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments at any time. During such times as was applicable during the nine months ended September 30, 2016, and subsequently, Wells Fargo had the ability to exercise dominion over the Company's U.S. cash

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and cash receipts. During the second quarter of 2016, Wells Fargo began to exercise its right to apply the Company's U.S. cash and cash receipts to the ABL Facility. Wells Fargo will continue to have dominion over the Company's U.S. cash and cash receipts until (a) no event of default is continuing and (b) excess availability has equaled or exceeded the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments under the ABL Facility for 30 consecutive days.

In addition, at all times during the term of the ABL Facility, Wells Fargo would have dominion over the cash of the United Kingdom, Dutch, and German borrowers when a balance is outstanding to those entities and would automatically apply such amounts to the ABL Facility on a daily basis. As a result, if the Company has any outstanding borrowings that are subject to the bank's dominion, such amounts would be classified as a current liability on the Consolidated Balance Sheet. At September 30, 2016, we had $2.3 million and $37.4 million of foreign and US borrowings, respectively, that were subject to the bank's dominion and are classified as a current liability on our balance sheet.

On October 27, 2016, the Company, entered into a waiver and amendment to the ABL Facility with Wells Fargo ("Amendment No. 7"). Amendment No. 7 provides for, among other things: (1) a waiver of existing events of default from March 31, 2016 to September 30, 2016; (2) an adjustment to the fixed charge coverage ratio to 1.05 to 1.0 for the periods January 2017 to April 2017; (3) changes to the applicable margin and the elimination of LIBOR rate loans; (4) consent to and the release of the assets sold in the European Refinancing (as defined below); (5) the reduction of the maximum revolver amount from $54 million to $44 million; (6) elimination of the Company’s borrowing capacity in the United Kingdom and Germany; (7) changes to the US borrowing base; (8) an availability block; (9) consent for the Company’s Spanish subsidiary to enter into a similar receivables purchase agreement with Faunus Group International, Inc. ("FGI"); and (10) consent to the sale of the equity interests or substantially all of the assets of the Company’s Danish, Finnish and Australian subsidiaries, subject to certain conditions.

Amendment No. 7 also imposes new conditions, including: (1) a cash forecast requirement, including minimum weekly receipts and maximum weekly disbursements; (2) a requirement that the Company engage and retain a strategic advisor to prepare a confidential information memorandum and receive a letter of intent no later than November 1, 2016 regarding a potential financing, refinancing (other than the European Refinancing), or any merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of the Company’s business with aggregate proceeds of at least $25 million, to be completed no later than December 31, 2016; (3) a requirement that the Company retain at all times a financial advisor; (4) the establishment of certain specified reserves; and (5) the establishment of certain additional fees under the ABL Facility. As of November 8, 2016, the Company is meeting its obligations relative to the Amendment No. 7 milestones. On November 3, 2016, we entered into an additional amendment ("Amendment No. 8") to the Credit Agreement, to postpone an increase to the availability block and to delay the implementation of certain changes to the U.S. borrowing base, as otherwise provided for in Amendment No. 7. The impact of Amendment No. 8 is to provide additional liquidity of approximately $5.0 million in the immediate term.

On October 27, 2016, certain United Kingdom and German subsidiaries of the Company (the "European Borrowers")entered into receivables purchase agreements (the “Receivables Purchase Agreements”) with FGI pursuant to which the European Borrowers will sell certain receivables to FGI (the “European Refinancing”). Under the Receivables Purchase Agreements, the European Borrowers will sell 80% of their respective Eligible Receivables, subject to a discount rate of the greater of 5.25% per annum or 4.50% above the calendar monthly average of 90 day US LIBOR for prepayments. The proceeds at closing were approximately $6.3 million. The obligations of the European Borrowers under the Receivables Purchase Agreements are secured by substantially all of the assets of the European Borrowers. The original term of the European Refinancing is three years. If the European Borrowers terminate the Receivables Purchase Agreements during the first, second, or third year of the original term, FGI will charge a termination fee of 3.0%, 2.0% or 1.0% of the facility amount, respectively. The Receivables Purchase Agreements do not contain financial or operational covenants, but can be terminated at will by FGI. The Receivables Purchase Agreements generally contain customary representations, warranties, covenants, and events of default and termination for facilities of this type.

Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation that the Company can continue to operate for the foreseeable future, although this cannot be assured. There can be no assurance that we will achieve or be in compliance with these bank covenants until operating cash flow improves.

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the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction.

Management believes that other sources of credit or financing might be available to the Company. However, it cannot predict at this time what types of credit or financing might be available in the future, if any. The Company can also not predict whether the costs of such credit or financing, or the terms of any new amended or new facility, would be materially less favorable to the Company.

(6) Financial Instruments

We are exposed to certain risks related to our ongoing business operations. From time to time, we may choose to use derivative instruments to manage certain risks related to foreign currency exchange rates and interest rates.

During the three and nine months of 2016 and 2015, we entered into various foreign currency forwards and a cross-currency option related to intercompany transactions denominated in a foreign currency. These forwards allow us to manage our foreign currency exposure with respect to the Euro, the Indian Rupee, the Pound Sterling, the Norwegian Krone, the Swedish Krona, and the Australian Dollar. The duration of these contracts generally ranges from one to three months, and we are generally entering into new contracts on a monthly basis. We have not elected hedge accounting for these derivatives.

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
	(In thousands)
Cross-currency option	$	—	$	27		$	—	$	(57	)
Foreign currency forward contracts	511		(340		)	952		1,304
Total realized and unrealized gain (loss) on derivatives	$	511	$	(313	)	$	952	$	1,247

These gains and losses are included in "other expense, net" on the Consolidated Statements of Operations. Each forward and the option is recognized as either an asset or liability on our Consolidated Balance Sheets at fair value and is presented in either "prepaid expenses and other current assets" or "other accrued expenses and liabilities," as applicable. All cash flows associated with these forward instruments are classified as operating cash flows in our Consolidated Statement of Cash Flows.

The following table summarizes our outstanding foreign currency forward contracts at September 30, 2016:



Currency Purchased Forward		Currency Sold Forward		Maturity Date

AUD	3,900,000	EUR	2,658,849	10/31/2016
EUR	5,340,454	USD	6,000,000	10/31/2016
EUR	10,250,000	GBP	8,887,160	10/31/2016
INR	261,387,750	USD	3,900,000	10/31/2016
INR	323,893,630	EUR	4,300,000	10/31/2016

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(7) Income Taxes

Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Income (loss) from continuing operations before income taxes:
U.S.	$	(4,749	)	$	(1,200	)	$	(23,818	)	$	1,982
Foreign	(11,420		)	2,406			(136,050		)	6,934
Total	$	(16,169	)	$	1,206		$	(159,868	)	$	8,916

Income tax expense:
U.S.	$	732		$	696		$	1,885		$	2,037
Foreign	1,897			642			5,731			1,642
Total	$	2,629		$	1,338		$	7,616		$	3,679

Due to our history of domestic losses, we have a full valuation allowance for all U.S. net deferred tax assets, including our net operating loss and tax credit carryforwards. As a result, we cannot record any tax benefits for additional U.S. incurred losses, and any U.S. income is offset by a reduction in valuation allowance. Irrespective of our income or loss levels, we continue to record U.S. deferred tax expense related to tax-basis goodwill amortization.

The effective rate on our foreign tax expense varies with the mix of income and losses across multiple tax jurisdictions with most statutory tax rates varying from 19% to 34%. The foreign losses did not create the expected tax benefit as a result of the current mix of income and losses across jurisdictions, with income being earned in jurisdictions where taxes are paid, and losses being generated in jurisdictions that have a full valuation allowance recorded against them. Additionally, we have recorded significant goodwill impairment charges that do not result in a tax benefit at the local country level. Due to the Netherlands Sale during the second quarter of 2016, the Company recognized $3.0 million in tax expense. A subsequent event in the third quarter of 2016 adjusted the Netherlands Sale gain, resulting in a tax benefit of $0.1 million, and reducing the tax related to the Netherlands Sale to $2.9 million. During the third quarter of 2016, the Company recorded the sale of an entity in Norway and substantially all of the assets of the operations in Sweden. The Norway Sale was structured to allow for tax free treatment of the gain on sale. The gain on the Sweden Sale is offset by existing tax losses that were previously reserved, resulting in no tax expense recognized.

(8) Restructuring Charges

On July 25, 2014, we approved a restructuring plan focused on the implementation of a go-to-market model, realigning the organization and improving our near and offshore delivery mix ("the 2014 Plan"). The 2014 Plan commenced in the third quarter of 2014 and was completed in the third quarter of 2015. The 2014 Plan impacted approximately 290 people. The total amount of the restructuring charges for the 2014 Plan was approximately $27 million, substantially all of which was settled in cash. The total estimated restructuring expenses included approximately $20 million related to employee severance and related benefits and approximately $7 million related to professional fees, office closures and other expenses.

The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended September 30, 2016, are as follows:



	Employee Severance and Termination			Professional Fees, Office Closures and Other		Total
	(In thousands)
Restructuring liability, as of January 1, 2016	$	1,791		$	990	$	2,781
Cash paid	(1,746		)	—		(1,746		)
Foreign exchange rate changes	40			—		40
Restructuring liability, as of September 30, 2016	$	85		$	990	$	1,075

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For the three and nine months ended September 30, 2016, the Company recognized employee severance and related benefits of $0.7 million and $1.2 million, respectively. These costs represent additional restructuring activities outside of the original restructuring plans. As of September 30, 2016 and December 31, 2015, additional restructuring liabilities of $1.1 million and $0.7 million, respectively, were included in other accrued expenses.

(9) Segment Information

The following presents financial information about our reportable segments:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Revenues:
International	$	46,722		$	82,837		$	193,719		$	268,819
North America	97,569			110,031			292,249			324,423
Other	812			838			2,365			2,459
Inter-segment	(757		)	(1,105		)	(3,024		)	(3,151		)
Total revenues	$	144,346		$	192,601		$	485,309		$	592,550

Operating income (loss) from continuing operations:
International	$	(8,249	)	$	4,556		$	(18,358	)	$	16,194
North America	5,186			10,266			12,625			30,649
Other	29			48			203			173
Corporate expenses	(12,421		)	(12,225		)	(40,290		)	(34,699		)
Operating income (loss) from continuing operations before goodwill impairment, amortization, litigation settlements and restructuring charges	(15,455		)	2,645			(45,820		)	12,317
Goodwill impairment	—			—			(115,483		)	—
Amortization of intangible assets	(323		)	(55		)	(2,349		)	(162		)
Litigation settlements	(4,496		)	—			(4,496		)	—
Restructuring charges	(417		)	(1,002		)	(1,156		)	(1,738		)
Total operating income (loss) from continuing operations	$	(20,691	)	$	1,588		$	(169,304	)	$	10,417

(10) Contingencies

We are subject to various claims and litigation that arise in the ordinary course of business. The litigation process is inherently uncertain. Therefore, the outcome of such matters is not predictable.

For the nine months ended September 30, 2016, the Company recorded $4.5 million in Litigation settlements on its Consolidated Statements of Operations related to settled litigation matters.

As previously reported, a lawsuit titled CamSoft Data Systems, Inc. v. Southern Electronics, et al., was filed initially in October 2009 in Louisiana state court against numerous defendants, including Ciber. The lawsuit was subsequently removed to federal court in the Middle District of Louisiana and the complaint was amended to include additional defendants and causes of action including antitrust claims, civil RICO claims, unfair trade practices, trade secret, fraud, unjust enrichment, and conspiracy claims. The suit involves many of the same parties involved in related litigation in the state court in New Orleans, which was concluded in 2009 when Ciber settled the New Orleans suit with the plaintiffs, Active Solutions and Southern Electronics, who were CamSoft's former alleged joint venturers and are now co-defendants in the current lawsuit. Proceedings in the federal appellate courts concluded in January 2015 with the matter remanded back to state court. Ciber is vigorously defending the allegations. Based on information known to us, we have established a reserve that we believe represents a probable estimate of the loss. We are unable to predict the outcome of this litigation.

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misrepresentation, violation of an anti-bid-rigging statute and procurement code, and conspiracy to commit fraud with and by Ciber’s own employee. These claims arise out of a project in 2004-2008 to implement a new finance and administrative system for the Pennsylvania Turnpike Commission (“PTC”). PTC alleges $38 million in damages. We believe the claims are without merit and Ciber is vigorously defending against these allegations. At this time, we are unable to predict the outcome of this litigation.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Unaudited Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and our Audited Consolidated Financial Statements and related Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015. References to “we,” “our,” “us,” “the Company,” or “Ciber” in this Quarterly Report on Form 10-Q refer to Ciber, Inc. and its subsidiaries.

We use the phrase "in local currency" to indicate that we are comparing certain financial results after removing the impact of foreign currency exchange rate fluctuations, thereby allowing for the comparison of business performance between periods. Financial results "in local currency" are calculated by restating current period activity into U.S. dollars using the comparable prior year period's foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.

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Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our operations, results of operations and other matters that are based on our current expectations, estimates, forecasts and projections. Words, such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “potential,” “project,” “should,” and “will” and similar expressions, are intended to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by our forward-looking statements.

For a more detailed discussion of our risk factors, see the information under the “Risk Factors” heading in this Quarterly Report on Form 10-Q and other documents filed with or furnished to the SEC. We undertake no obligation to publicly update any forward-looking statements in light of new information or future event other than as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

Business Overview

Ciber is a leading global information technology (“IT”) services company founded in 1974 with over 40 years of proven IT experience and a wide range of technology expertise. Ciber has the infrastructure and expertise to deliver IT services on a global scale. Focusing on the client, we take a personalized approach that includes building long-term relationships via the creation of IT solutions for the client, and implementing business strategies that reflect anticipated trends. We are committed to delivering quality solutions precisely configured to our clients' needs and achieving the highest level of customer satisfaction and self-assessed customer delight. Our goal is delivering business value to our clients.

The key initiatives of our strategic plan include: (i) focusing on high-value, tightly-defined core offerings with a well-developed portfolio of reusable solution sets; (ii) performing under heightened operational regimes and (iii) customer service.

We operate our business by geography. Our reportable operating segments consist of International and North America. Our International segment transacts business in the local currencies of the countries in which it operates. In recent years, approximately 50% to 60% of our International division's revenue has been denominated in Euros, 15% to 20% has been denominated in Great Britain Pounds ("GBP") and the balance has come from a number of other European currencies. Changes in the exchange rates between these foreign currencies and the U.S. dollar affect the reported amounts of our assets, liabilities, revenues and expenses. For financial reporting purposes, the assets and liabilities of our foreign operations are translated into U.S. dollars at current exchange rates at period end and revenues and expenses are translated at average exchange rates for the period.

Restructuring

Our 2014 Plan had restructuring liabilities of $2.8 million at December 31, 2015, of which Ciber paid $1.7 million in the nine months ended September 30, 2016. The remaining liability of $1.1 million is recorded in other accrued expenses as of September 30, 2016.

Divestitures

Ciber Nederland B.V.

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cash. The long-term restricted portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Other assets. Subsequent to quarter end, the Purchase Price was adjusted by $3.9 million for working capital, resulting in proceeds of $28.9 million. The purchase price also is subject to a purchase price adjustment six months after closing with respect to the retention of certain Ciber Nederland customers, which adjustment is capped at the Escrow Amount. Until the resolution of contingencies, the $5.0 million in escrow has been excluded from estimated gain calculations. The gain on the sale of assets was $6.9 million for the six months ended June 30, 2016 and was adjusted downward $0.2 million, related to additional adjustments in working capital, to record a total of $6.7 million gain in the nine months ended September 30, 2016. This gain will also be adjusted after resolution of contingencies in the purchase price, allowing for the potential release of amounts in escrow.

Ciber Norge AS

Ciber Sweden

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Results of Operations — Comparison of the Three Months Ended September 30, 2016 and 2015

The following table and related discussion provide information about our consolidated financial results for the periods and are presented in dollars and expressed as a percentage of revenue:



	Three Months Ended September 30,
	2016					2015
	(In thousands)
Consulting services	$	137,364		95.2	%	$	180,490		93.7	%
Other revenue	6,982			4.8		12,111			6.3
Total revenues	$	144,346		100.0	%	$	192,601		100.0	%

Gross profit - consulting services	$	27,051		19.7	%	$	46,785		25.9	%
Gross profit - other revenue	2,659			38.1		4,838			39.9
Gross profit - total	29,710			20.6		51,623			26.8

SG&A costs	45,165			31.3		48,978			25.4
Amortization of intangible assets	323			0.2		55			—
Litigation settlements	4,496			—		—			—
Restructuring charges	417			0.3		1,002			0.5
Operating income (loss) from continuing operations	(20,691		)	(14.3	)	1,588			0.8

Gain on sale of assets	5,595			3.9		—			—
Interest expense	(545		)	(0.4	)	(377		)	(0.2	)
Other expense, net	(528		)	(0.4	)	(5		)	—

Income (loss) from continuing operations before income taxes	(16,169		)	(11.2	)	1,206			0.6
Income tax expense	2,629			1.8		1,338			0.7

Net income (loss) from continuing operations	$	(18,798	)	(13.0	)%	$	(132	)	(0.1	)%

Revenue by segment from continuing operations was as follows:



	Three Months Ended September 30,
	2016			2015			% change
	(In thousands)
International	$	46,722		$	82,837		(43.6	)%
North America	97,569			110,031			(11.3	)
Other	812			838			(3.1	)
Inter-segment	(757		)	(1,105		)	31.5
Total revenues	$	144,346		$	192,601		(25.1	)%

Revenues. For the three months ended September 30, 2016, total revenues decreased $48.3 million, or 25.1% in U.S. dollars in comparison to the three months ended September 30, 2015. In local currency, revenues decreased 24.2%, as compared with the three months ended September 30, 2015. This change is attributable to the following:

•

International revenues decreased $36.1 million, or 43.6% overall, and decreased 41.6% in local currency compared with the three months ended September 30, 2015. Revenues declined primarily related to the Netherlands Sale and the Norway Sale, as well as decreased revenue in the United Kingdom ("U.K.") primarily due to less available resources and lower license sales, as well as a decreased revenue in Germany due to less available resources and lower utilization.

•

North America revenues decreased $12.5 million, or 11.3%, compared to the three months ended September 30, 2015. This decrease is primarily due to declines in the Oracle practice due to implementation delays, as well as projects ending or ramping down. We also had declines in our SAP and ADM practices due to projects ending or ramping down. Additionally, the talent services practice declined due to increased pricing pressure from some of our key

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contracts, as well as projects ending. These decreases were partially offset by an increase in revenue in our transformation services practices during the three months ended September 30, 2016, due to a new project started during the fourth quarter of 2015.

Gross Profit. Gross profit margin decreased to 20.6% for the three months ended September 30, 2016, compared to 26.8% for the same period in 2015. Gross profit margin for our International segment decreased primarily due to increased labor costs for both our internal resources and our subcontractors, as well as lower utilization. North America gross profit margin decreased compared to the three months ended September 30, 2015 due to pricing pressure, implementation delays, and lower margins in our transformation services practice compared to the rest of our practices.

Selling, general and administrative costs ("SG&A"). Our SG&A costs decreased $3.8 million, or 7.8%, to $45.2 million for the three months ended September 30, 2016, from $49.0 million for the three months ended September 30, 2015. International SG&A costs decreased compared to the three months ended September 30, 2015 due primarily to the Netherlands sale and the Norway Sale. North America SG&A costs compared to the three months ended September 30, 2015 decreased due to a decrease in personnel costs. Our corporate SG&A costs remained fairly flat.

Operating income (loss). Our operating loss was $(20.7) million for the three months ended September 30, 2016, as compared to operating income of $1.6 million for the same period of 2015. This change was primarily due to decreased revenues in our North America and International segments, partially offset by decreased SG&A costs during the three months ended September 30, 2016, as compared to the same period in 2015.

Operating income (loss) from continuing operations by segment was as follows:



	Three Months Ended September 30,						% change		2016 % of revenue*		2015 % of revenue*
	2016			2015			% change		2016 % of revenue*		2015 % of revenue*
	(In thousands)
International	$	(8,249	)	$	4,556		n/m		(17.7	)%	5.5	%
North America	5,186			10,266			(49.5	)	5.3		9.3
Other	29			48			(39.6	)	3.6		5.7
Corporate expenses	(12,421		)	(12,225		)	(1.6	)	(8.6	)	(6.3	)
Operating income (loss) from continuing operations before amortization and restructuring charges	(15,455		)	2,645			n/m		(10.7	)	1.4
Amortization of intangible assets	(323		)	(55		)	100.0		(0.2	)	—
Litigation settlements	(4,496		)	—			100.0		(3.0	)	—
Restructuring charges	(417		)	(1,002		)	n/m		(0.3	)	(0.5	)
Total operating income (loss) from continuing operations	$	(20,691	)	$	1,588		n/m		(14.3	)%	0.8	%

_____________

n/m = not meaningful

*International, North America and Other calculated as a % of their respective revenue. All other items are calculated as a % of total revenue. Column may not total due to rounding.


•	International operating loss was $8.2 million for the three months ended September 30, 2016 compared to operating income of $4.6 million for the three months ended September 30, 2015. This decrease was primarily due to the Netherlands Sale and the Norway Sale, as well as increased personnel and overhead costs as a percentage of revenue.


•	North America operating income decreased $5.1 million, or 49.5% compared to the three months ended September 30, 2015. The decrease was a result of a decline in revenue and profitability primarily in the Oracle, Talent Services and ADM practices.


•	Corporate expenses increased $0.2 million during the three months ended September 30, 2016 compared to the three months ended September 30, 2015 primarily due to an increase in legal and consulting costs.

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Amortization of intangible assets. Amortization of intangible assets increased $0.3 million during the three months ended September 30, 2016, as compared to the three months ended September 30, 2015 due to amortization related to internally developed software which was placed into service during the second half of 2015.

Litigation settlements. Litigation settlements increased $4.5 million during the three months ended September 30, 2016, as compared to the three months ended September 30, 2015. This increase is due to settled litigation matters.

Restructuring charges. Restructuring charges decreased $0.6 million during the three months ended September 30, 2016, as compared to the three months ended September 30, 2015. This decrease is due to less employee severance and related benefits.

Gain on sale of assets/entity. Gain on sale of assets increased $5.6 million for the three months ended September 30, 2016, compared to the three months ended September 30, 2015 primarily due to the Norway sale and the Sweden Sale.

Interest expense. Interest expense increased $0.2 million during the three months ended September 30, 2016, as compared to the three months ended September 30, 2015 primarily related to higher borrowings compared to the three months ended September 30, 2015.

Other expense, net. Other expense, net increased $0.5 million for the three months ended September 30, 2016, compared to the three months ended September 30, 2015 primarily due to a change in foreign currency exchange rates.

Income taxes. Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows:



	Three Months Ended September 30,
	2016			2015
	(In thousands)
Income (loss) from continuing operations before income taxes:
U.S.	$	(4,749	)	$	(1,200	)
Foreign	(11,420		)	2,406
Total	$	(16,169	)	$	1,206

Income tax expense:
U.S.	$	732		$	696
Foreign	1,897			642
Total	$	2,629		$	1,338

Due to our history of domestic losses, we have a full valuation allowance for all net U.S. deferred tax assets, including our net operating loss and tax credit carryforwards. As a result, we cannot record any tax benefits for additional U.S. incurred losses and any U.S. income is offset by a reduction in valuation allowance. Irrespective of our income or loss levels, we continue to record deferred U.S. tax expense related to tax-basis goodwill amortization. We expect to record approximately $2.4 million in 2016.

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For interim periods, we base our tax provision on forecasted book and taxable income for the entire year. As the forecast for the year changes, we adjust our year-to-date tax provision. Our provision for income taxes is based on many factors and is subject to significant volatility from year to year.

Results of Operations — Comparison of the Nine Months Ended September 30, 2016 and 2015

The following table and related discussion provide information about our consolidated financial results for the periods and are presented in dollars and expressed as a percentage of revenue:



	Nine Months Ended September 30,
	2016					2015
	(In thousands)
Consulting services	$	459,822		94.7	%	$	558,790		94.3	%
Other revenue	25,487			5.3		33,760			5.7
Total revenues	$	485,309		100.0	%	$	592,550		100.0	%

Gross profit - consulting services	$	93,629		20.4	%	$	140,669		25.2	%
Gross profit - other revenue	10,847			42.6		14,374			42.6
Gross profit - total	104,476			21.5		155,043			26.2

SG&A costs	150,296			31.0		142,726			24.1
Goodwill impairment	115,483			23.8		—			—
Amortization of intangible assets	2,349			0.5		162			—
Litigation settlements	4,496			—		—			—
Restructuring charges	1,156			0.2		1,738			0.3
Operating income (loss) from continuing operations	(169,304		)	(34.9	)	10,417			1.8

Gain on sale of assets	12,525			2.6		—			—
Interest expense	(1,792		)	(0.4	)	(1,118		)	(0.2	)
Other expense, net	(1,297		)	(0.3	)	(383		)	(0.1	)

Income (loss) from continuing operations before income taxes	(159,868		)	(32.9	)	8,916			1.5
Income tax expense	7,616			1.6		3,679			0.6

Net income (loss) from continuing operations	$	(167,484	)	(34.5	)%	$	5,237		0.9	%

Revenue by segment from continuing operations was as follows:



	Nine Months Ended September 30,
	2016			2015			% change
	(In thousands)
International	$	193,719		$	268,819		(27.9	)%
North America	292,249			324,423			(9.9	)
Other	2,365			2,459			(3.8	)
Inter-segment	(3,024		)	(3,151		)	n/m
Total revenues	$	485,309		$	592,550		(18.1	)%

_____________

n/m = not meaningful

Revenues. For the nine months ended September 30, 2016, total revenues decreased $107.2 million, or 18.1% in U.S. dollars compared to the nine months ended September 30, 2015. On a local currency basis, revenues decreased 17.0%, as compared with the nine months ended September 30, 2015. This change is attributable to the following:


•	International revenues decreased $75.1 million, or 27.9%, and decreased 25.5% in local currency during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Revenues declined due to

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decreased revenue in the United Kingdom ("U.K.") and Germany, primarily due to less available resources in these countries, as well as the impact of the Netherlands Sale and the Norway Sale.

•

North America revenues decreased $32.2 million, or 9.9% compared to the first nine months of 2015. This decrease is primarily a result of implementation delays and project cost overruns, as well as completion and ramp down of projects, in our Oracle practice. Additionally we had declines in the SAP and ADM practices due to projects ending or ramping down. These decreases were partially offset by an increase in revenue in our transformation services practices during the nine months ended September 30, 2015, due to a new project started in the fourth quarter of 2015.

Gross Profit. Gross profit margin decreased to 21.5% for the nine months ended September 30, 2016, compared to 26.2% for the same period in 2015. Gross profit margin for our International segment decreased primarily due to increased labor costs for both our internal resources and our subcontractors, and slightly lower utilization. North America gross margin decreased for the first nine months of 2016 as compared to the comparable 2015 period due to implementation delays and cost overruns in our Oracle practice, as well as a decrease in SAP and ADM practices due to projects ending or ramping down.

Selling, general and administrative costs. Our SG&A costs increased by $7.6 million, or 5.3% to $150.3 million for the nine months ended September 30, 2016, from $142.7 million for the nine months ended September 30, 2015. International SG&A costs increased compared to the first nine months of 2015 due an increase in personnel costs. North America SG&A costs increased when compared to the nine months ended September 30, 2015 due to an increase in bonus costs, as well as investments in various practices. Our corporate SG&A costs increased primarily due to an increase in consulting and bonus costs as compared to the nine months ended September 30, 2015.

Operating (loss) income. Our operating loss was $169.3 million for the nine months ended September 30, 2016, as compared to income of $10.4 million for the same period of 2015. This change was primarily due to goodwill impairment of $115.5 million during the first nine months of 2016, as well as decreased revenues in our North America and International segments and increased SG&A costs.

Operating income from continuing operations by segment was as follows:



	Nine Months Ended September 30,						% change		2016 % of revenue*		2015 % of revenue*
	2016			2015			% change		2016 % of revenue*		2015 % of revenue*
	(In thousands)
International	$	(18,358	)	$	16,194		n/m		(9.5	)%	6.0	%
North America	12,625			30,649			(58.8	)	4.3		8.9
Other	203			173			17.3		8.6		11.0
Corporate expenses	(40,290		)	(34,699		)	(16.1	)	(8.3	)	(4.8	)
Operating income (loss) from continuing operations before amortization and restructuring charges	(45,820		)	12,317			n/m		(9.4	)	1.4
Goodwill Impairment	(115,483		)	—			100.0		(23.8	)
Amortization of intangible assets	(2,349		)	(162		)	n/m		(0.5	)	—
Litigation settlements	(4,496		)	—			100.0		(0.9	)	—
Restructuring charges	(1,156		)	(1,738		)	33.5		(0.2	)	(3.5	)
Total operating income (loss) from continuing operations	$	(169,304	)	$	10,417		n/m		(34.9	)%	(2.1	)%

_____________

n/m = not meaningful

*International, North America and Other calculated as a % of their respective revenue. All other items are calculated as a % of total revenue. Column may not total due to rounding.


•	International recorded an operating loss of $18.4 million for the nine months ended September 30, 2016, compared to operating income of $16.2 million for the comparable period in 2015. This decrease was due to the Netherlands Sale and the Norway Sale, as well as reduced revenues from fewer resources available.


•	North America operating income decreased $18.0 million, or 58.8%, compared to the first nine months of 2015. The decrease was a result of a decline in revenue and profitability primarily in the Oracle practice.

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•	Corporate expenses increased $5.6 million during the current nine month period which was primarily related to an increase in consulting costs year over year.

Goodwill Impairment. Goodwill impairment was $115.5 million during the nine months ended September 30, 2016. The charge was in our International segment as a result of impairment tests performed in the first and second quarters of 2016, which were triggered by our annual goodwill impairment analysis, as well as the Netherlands Sale, lower than expected earnings and a sustained decrease in the stock price during the first six months ended June 30, 2016.

Amortization of intangible assets. Amortization of intangible assets increased $2.2 million during the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2016. The increase is due to amortization related to internally developed software which was placed into service during the second half of 2015.

Litigation settlements. Litigation settlements increased $4.5 million during the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015. This increase is due settled litigation matters.

Restructuring charges. Restructuring charges decreased $0.6 million during the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015. This decrease is due to less employee severance and related benefits.

Gain on sale of assets/entity. Gain on sale of assets increased $12.5 million during the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015 due to the Netherlands Sale, the Norway Sale and the Sweden Sale during the nine months ended September 30, 2016.

Interest expense. Interest expense increased $0.7 million for the nine months ended September 30, 2016, compared to the same period of 2015 due to higher average borrowings in the nine months ended September 30, 2016, compared to the comparable 2015 period.

Other expense, net. Other expense, net was $1.3 million for the nine months ended September 30, 2016, compared to $0.4 million for the nine months ended September 30, 2015. This change was due to foreign exchange gains and losses.

Income taxes. Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows:



	Nine Months Ended September 30,
	2016			2015
	(In thousands)
Income (loss) from continuing operations before income taxes:
U.S.	$	(23,818	)	$	1,982
Foreign	(136,050		)	6,934
Total	$	(159,868	)	$	8,916

Income tax expense:
U.S.	$	1,885		$	2,037
Foreign	5,731			1,642
Total	$	7,616		$	3,679

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recorded significant goodwill impairment charges that do not result in a tax benefit at the local country level. A subsequent event in the third quarter of 2016 adjusted the Netherlands Sale gain, resulting in a tax benefit of $0.1 million, and reducing the tax related to the Netherlands Sale to $2.9 million. Due to the Netherlands Sale during the second quarter of 2016, the Company recognized $3.0 million in tax expense.During the third quarter of 2016, the Company recorded the sale of an entity in Norway and substantially all of the assets of the operations in Sweden. The Norway Sale was structured to allow for tax free treatment of the gain on sale. The gain on the Sweden Sale is offset by existing tax losses that were previously reserved, resulting in no tax expense recognized.

Liquidity and Capital Resources

At September 30, 2016, we had $47.9 million in working capital, which represented a decrease from $105.9 million at December 31, 2015. This decrease was largely due to the reclassification of our debt to current liabilities during the second quarter of 2016 due to the maturity date of May 7, 2017 for our ABL Facility, as well as noncompliance with the Fixed Charge Coverage Ratio on our ABL Facility from March 31, 2016 to September, 30, 2016 and subsequently. Our current ratio was 1.4:1 at September 30, 2016, compared to 2:1 at December 31, 2015. Our primary sources of liquidity are cash flows from operations, available cash reserves, and debt capacity under our credit facility. Our liquidity is affected by many factors including, among others, fluctuations in revenue, gross profits and operating expenses, as well as changes in operating assets and liabilities. In addition, further softening in the demand for our products and services may result in higher than anticipated losses in the future and lower our cash balances at a faster rate, and lower our borrowing base under our credit facilities. Management utilizes a rolling thirteen week cash forecast as an indicator of weekly cash flows to meet operating and capital requirements. At our currently forecasted levels of revenue, expenses and capital expenditures, we believe that our existing cash, cash equivalents and marketable securities, together with our anticipated cash collections, including recent proceeds from the Netherlands Sale, the Norway Sale, the Sweden Sale and the European Refinancing, combined with cash management measures we have implemented in 2016, will be sufficient to meet our projected operating and capital expenditure requirements through the fourth quarter of 2016. We are exploring options to raise additional funds through public or private equity or equity linked securities, or debt financing, select asset dispositions, and other measures to extend that period to an additional twelve months. Should additional capital resources not become available to us through such measures, or should additional capital resources only be available on unfavorable terms, we would be required to make changes to our operating expense levels and capital expenditures to extend that period and would likely need to significantly reduce our business activities which could adversely affect our ability to compete effectively in the markets in which we participate which could, in turn, adversely affect our results of operations. If we issue equity or equity linked securities in order to raise additional funds, substantial dilution to existing shareholders may occur. If we raise cash through the incurrence of additional indebtedness, we may be subject to additional contractual restrictions on our business.

Our balance of cash and cash equivalents was $6.4 million at September 30, 2016, compared to $20.4 million at December 31, 2015. Our domestic cash balances are generally used as a sweep to reduce outstanding borrowings. Typically, most of our cash balance is maintained by our foreign subsidiaries. From time to time, we may engage in short-term loans from our foreign operations. We have not provided for additional U.S. income taxes on the undistributed earnings of foreign subsidiaries that qualify for the indefinite reinvestment exception, where we currently do not have plans to repatriate cash in the future and we consider these to be permanently reinvested in the operations of such subsidiaries. While most of our foreign earnings qualify, we have provided for additional U.S. income taxes on foreign earnings that do not meet the requirements of the indefinite reinvestment exception. If future events, including material changes in estimates of cash, working capital and long-term investment requirements, necessitate that the undistributed earnings of our foreign subsidiaries be distributed, an additional provision for income taxes may apply, which could materially affect our future tax expense.

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	Nine Months Ended September 30,
	2016			2015
	(In thousands)
Net cash provided by (used in) continuing operations:
Operating activities	$	(52,754	)	$	(31,891	)
Investing activities	30,261			(6,288		)
Financing activities	6,192			11,984
Net cash used in continuing operations	(16,301		)	(26,195		)

Cash used in operating activities — discontinued operations	(161		)	(512		)
Net cash used in discontinued operations:	(161		)	(512		)
Effect of foreign exchange rate changes on cash and cash equivalents	2,492			(998		)
Net decrease in cash and cash equivalents	$	(13,970	)	$	(27,705	)

Operating activities. Cash used in operating activities used in continuing operations was $52.8 million during the nine months ended September 30, 2016, compared with $31.9 million for the nine months ended September 30, 2015. A decrease in normal short-term working capital items, particularly from a decrease in accounts receivable and an increase in accrued liabilities, contributed to the decrease in cash used in operating activities from continuing operations during the current nine month period as compared to the same period in the prior year. Our working capital fluctuates significantly due to changes in accounts receivable (discussed below), as well as the timing of our domestic payroll and accounts payable processing cycles with regard to month-end dates and other seasonal factors. We paid $2.5 million for restructuring-related costs in the first nine months of 2016 compared to $9.9 million in the first nine months of 2015. In 2016, these costs were related to severance expense, primarily in our International segment and real estate-related costs. In 2015, restructuring costs were related to severance expense, primarily in our International segment, professional fees and real estate-related costs. During the nine months ended September 30, 2016, and 2015 our domestic operations provided $2.1 million and used $19.0 million, respectively, of cash from continuing operations while our International operations used $54.9 million and $18.1 million, respectively, during the same time periods. Typically, the seasonality of our business in many European countries results in negative cash from operations in the middle part of the year with improvements in the later portion of the year. Cash flow from European receivables and payables are typically maximized in the fourth quarter.

Changes in accounts receivable can have a significant impact on our cash flow. Items that can affect our cash flow from accounts receivable include: contractual payment terms, client payment patterns (including approval or processing delays and cash management), client mix (public vs. private), fluctuations in the level of IT product sales and the effectiveness of our collection efforts. Many of the individual reasons are outside of our control and, as a result, it is normal for cash flow from accounts receivable to fluctuate from period to period, affecting our liquidity. Consistent with the nature of our business, we periodically resolve disputes with clients who challenge amounts owed to Ciber based on their interpretation of contractual provisions or their perception of the status of work performed. Appropriate reserves against disputed balances are taken when management concludes it is probable that disputed amounts will not be paid.

Total accounts receivable decreased to $138.6 million at September 30, 2016, from $169.5 million at December 31, 2015. Total accounts receivable day’s sales outstanding (“DSO”) increased to 77 days at September 30, 2016, from 64 days at December 31, 2015, an increase of 13 days, compared with DSO of 67 days at September 30, 2015, and 57 days at December 31, 2014, an increase of 10 days. We experienced increased DSO both in North America and International in the third quarter of 2016. This DSO increase is a result of decreased collections and increased unbilled receivables associated with fixed price projects.

Accrued compensation and related liabilities fluctuate from period to period based on several primary factors, including the timing of our normal bi-weekly U.S. payroll cycle and the timing of variable compensation payments. Bonuses are typically accrued throughout the year, and paid either quarterly or annually, based on the applicable bonus program associated with an employee's role and country in which he or she works and the extent to which bonus pools are funded, based on corporate performance. As such, bonus payments can fluctuate from quarter to quarter. Accounts payable and other accrued liabilities typically fluctuate based on when we receive actual vendor invoices and when they are paid. The largest of such items typically relates to vendor payments for IT hardware and software products that we resell and payments to services-related subcontractors.

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Boustridge, and to our Chief Financial Officer, Christian Mezger. The Compensation Committee subsequently determined that these bonus payments to our our Chief Executive Officer and Chief Financial Officer were not duly authorized by the Compensation Committee, as required by its charter and NYSE rules, due to miscommunication at the committee level. The Compensation Committee requested that these amounts be repaid, net of tax. Mr. Mezger repaid the amount prior to September 30, 2016 and Mr. Boustridge repaid the amount subsequent to the end of the third quarter. The Compensation and Audit Committees have taken steps to strengthen the processes which led to the miscommunication, including the expansion and size of the Compensation Committee and the engagement of an outside third party to review the processes and recommend steps to remediate, and the Company is implementing the recommended changes.

Investing activities. During the nine months ended September 30, 2016, cash provided by investing activities increased to $30.3 million from cash used in investing of $6.3 million, compared to the nine months ended September 30, 2015. The increase is due to cash received in the Netherlands Sale, which was partially offset by spending on property and equipment, which increased to $9.1 million during the nine months ended September 30, 2016, from $6.3 million in the same period of 2015. Our capital spending is primarily for technology equipment and software and to support our global employee base, as well as our management and corporate support infrastructure, and for investment in our domestic and off-shore delivery centers. Our investments will fluctuate from period to period. The fluctuation from 2015 to 2016 was due to continuing spend related to a global ERP system implementation expected to go-live in early 2017. We received $25.0 million from the Netherlands Sale, $5.0 million of which is held in escrow to be released in equal parts at 12 and 18 months from the Closing Date. Please refer to Note 2 of the Notes to Consolidated Financial Statements for further information.

Financing activities. Typically, our most significant financing activities consist of the borrowings and payments under our ABL Facility, as described below. This primarily fluctuates based on cash provided by, or used in, our domestic operations during the period as the ABL Facility is used for U.S. working capital fluctuations. During the nine months ended September 30, 2016, we had net borrowings on our ABL Facility of $6.5 million, compared with $18.7 million for the nine months ended September 30, 2015. In the first nine months of 2015 we also purchased $1.7 million of treasury stock under our publicly announced buyback plan.

Credit Agreement. As of September 30, 2016, we had an ABL Facility of up to $54 million with Wells Fargo Bank, N.A ("Wells Fargo"). The maximum amount available for borrowing at any time under such line of credit is determined according to a borrowing base valuation of eligible account receivables, which was $44.4 million at September 30, 2016. The ABL Facility provides for borrowings in the United States, the United Kingdom and Germany and matures on May 7, 2017. As of September 30, 2016, we had $39.7 million outstanding under the ABL Facility. The Company expects borrowings to fluctuate based on working capital needs. Our obligations under the ABL Facility are guaranteed by the Company and are secured by substantially all of our U.S., the Netherlands, United Kingdom, and German assets. The ABL Facility includes a number of business covenants, including customary limitations on, among other things, indebtedness, liens, investments, guarantees, mergers, dispositions, acquisitions, liquidations, dissolutions, issuances of securities, payments of dividends, loans and advances, and transactions with affiliates.

On June 16, 2016, we amended our ABL Facility with Wells Fargo Bank, N.A. in connection with Wells Fargo's consent to the Netherlands Sale. As a result of this amendment and the sale of assets in the Netherlands Sale, the maximum borrowing base under the ABL Facility was reduced from $60 million to $54 million.

The ABL Facility can be prepaid in whole or in part at any time. The ABL Facility must be repaid to the extent that any borrowings exceed the maximum availability allowed under the ABL Facility.

We are required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA (as defined in the ABL Facility) to consolidated fixed charges of 1.1/1.0 (the "Fixed Charge Coverage Ratio") if (i) an event of default has occurred and is continuing, (ii) Ciber fails to maintain excess availability of at least the greater of (i) $15 million or (ii) an amount equal to 25% of the aggregate amount of the commitments at any time. We must then continue to comply with the minimum trailing 12-month fixed charge coverage ratio until (1) no event of default is continuing and (2) excess availability has equaled or exceeded the greater of (a) $15 million or (b) an amount equal to 25% of the aggregate amount of the commitments for 30 consecutive days. Due to the balance available for borrowing falling below $15 million during the six months ended June 30, 2016, we were subject to the Fixed Charge Coverage Ratio and we were not in compliance with the Fixed Charge Coverage Ratio from March 31, 2016 to September 30, 2016 and subsequently.

Due to the default in the Fixed Charge Coverage Ratio during 2016, the lender has the right to declare all outstanding debt under the ABL Facility immediately due and payable. The amount due under the ABL Facility is classified as a current liability in our balance sheet at September 30, 2016 as a result of this non-compliance. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. Our lender has not requested full payment

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of the facility, but if such action occurred, we believe we may not be able to immediately pay the amount due upon request. Further, due to the default, our ability to draw additional amounts from the ABL Facility could be limited. Management is currently seeking a covenant waiver and actively engaging with Wells Fargo.

Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation that we can continue to operate for the foreseeable future, although this cannot be assured. There can be no assurance that we will achieve or be in compliance with these bank covenants until operating cash flow improves.

Additionally, the Company has announced that its Board of Directors has engaged a strategic adviser to assist in exploring strategic alternatives for the Company, which could include a potential financing, refinancing, or a merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of Ciber’s business. No decision has been made as to whether the Company will engage in a transaction resulting from the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction. While management intends to execute upon the aforementioned plans, which would result in additional funds being raised and extension of the debt maturity, in the absence of such transactions management currently forecasts that it will not be able to timely satisfy its obligations on May 7, 2017, the currently scheduled maturity date of the debt. The financial statements have been prepared assuming the Company is a going concern.

Management believes that other sources of credit or financing might be available to us. However, we cannot predict at this time what types of credit or financing might be available in the future, if any. We can also not predict whether the costs of such credit or financing, or the terms of any new amended or new facility, would be materially less favorable to us.

The ABL Facility provides that Wells Fargo Bank would take dominion over the Company's U.S. cash and cash receipts and would automatically apply such amounts to the ABL Facility on a daily basis if (a) an event of default has occurred and is continuing or (b) Ciber fails to maintain excess availability of at least the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments at any time. During such times as was applicable during the six months ended June 30, 2016, and subsequently, Wells Fargo had the ability to exercise dominion over the Company's U.S. cash and cash receipts. During the second quarter of 2016, Wells Fargo began to exercise its right to apply the Company's U.S. cash and cash receipts to the ABL Facility. Wells Fargo will continue to have dominion over the Company's U.S. cash and cash receipts until (a) no event of default is continuing and (b) excess availability has equaled or exceeded the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments under the ABL Facility for 30 consecutive days.

In addition, at all times during the term of the ABL Facility, Wells Fargo would have dominion over the cash of the United Kingdom, Dutch, and German borrowers when a balance is outstanding to those entities and would automatically apply such amounts to the ABL Facility on a daily basis. As a result, if we had any outstanding borrowings that are subject to the bank's dominion, such amounts would be classified as a current liability on the Consolidated Balance Sheet. At September 30, 2016, we had $2.3 million and $37.4 million of foreign and US borrowings, respectively, that were subject to the bank's dominion and are classified as a current liability on our balance sheet.

We are seeking appropriate accommodations with Wells Fargo to cure our defaults under the ABL Facility, through one or more amendments or waivers. We may not be able to reach any accommodation, or obtain amendments or waivers, on favorable terms, if at all. If we are unable to reach an alternate resolution, Wells Fargo has the right to exercise remedies specified in the ABL Facility, including accelerating the repayment of debt obligations and taking collection action against us.

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If such acceleration were to occur, we currently have insufficient cash to pay the amounts owed and would be forced to seek alternative financing. However, we may not be able to obtain such financing on favorable terms, if at all.

On October 27, 2016, certain United Kingdom and German subsidiaries of the Company (the "European Borrowers")entered into receivables purchase agreements (the “Receivables Purchase Agreements”) with FGI pursuant to which the European Borrowers will sell certain receivables to FGI (the “European Refinancing”). Under the Receivables Purchase Agreements, the European Borrowers will sell 80% of their respective Eligible Receivables, subject to a discount rate of the greater of 5.25% per annum or 4.50% above the calendar monthly average of 90 day US LIBOR for prepayments. The proceeds at closing were approximately $6.3 million. The obligations of the European Borrowers under the Receivables Purchase Agreements are secured by substantially all of the assets of the European Borrowers. The original term of the European Refinancing is 3 years. If the European Borrowers terminate the Receivables Purchase Agreements during the first, second, or third year of the original term, FGI will charge a termination fee of 3.0%, 2.0% or 1.0% of the facility amount, respectively. The Receivables Purchase Agreements do not contain financial or operational covenants, but can be terminated at will by FGI. The Receivables Purchase Agreements generally contain customary representations, warranties, covenants, and events of default and termination for facilities of this type.

For more information on the specific risks we face due to our credit facilities, see Part I. “Item 1A. Risk Factors” of this report.

Off-Balance Sheet Arrangements

We do not have any reportable off-balance sheet arrangements.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2015.

Goodwill—We perform our annual impairment analysis of goodwill as of June 30 each year, or more often if there are potential indicators of impairment present. We test each of our reporting units for goodwill impairment. Our reporting units are the same as our operating divisions and reporting segments. The goodwill impairment test requires a two-step process. The first step consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If step one indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment

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potentially exists and the second step is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit's goodwill is less than its carrying value.

The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized a impairment charge of $29.6 million in the three months ended June 30, 2016, resulting in no remaining goodwill in the International segment. The impairment charge in our International reporting unit is primarily a result of the Netherlands Sale, decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve additional operational efficiencies.

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Upon completing step one of the impairment test for each reporting unit, the Company determined that the fair value of the North America reporting unit was greater than the carrying value by approximately 30%. It was determined that the fair value of International reporting unit was less than the carrying value by approximately 30%, thus indicating potential impairment and requiring step two analysis.

The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill, with respect to March 31, 2016, was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized an impairment charge of $85.9 million in the three months ended March 31, 2016, which represented 69% of the goodwill of the International reporting unit prior to the impairment charge. The impairment charge in our International reporting unit was primarily a result of the decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve operational efficiencies.

We currently have a remaining goodwill balance of $133.7 million at September 30, 2016, all in the North America reporting unit. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. In estimating the fair value of the reporting units for the purpose of our annual or periodic goodwill impairment analysis, we make estimates and judgments about the future cash flows of the reporting units, including estimated growth rates and assumptions about the economic environment. Although our cash flow forecasts are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying reporting units, there is significant judgment in determining the cash flows attributable to these reporting units. We consider our market capitalization, adjusted for unallocated monetary assets such as cash, debt, a control premium and other factors determined by management. As a result, several factors could result in the impairment of a material amount of our goodwill balance in future periods, including, but not limited to:

(1) Failure of Ciber to reach our internal forecasts could impact our ability to achieve our forecasted levels of cash flows and reduce the estimated fair values of our reporting units;

(2) A decline in our stock price and resulting market capitalization, if we determine that the decline is sustained and is indicative of a reduction in the fair value of either of our reporting units below their carrying values.

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Adverse changes in our market capitalization, long-term forecasts and industry growth rates could result in additional impairment charges being recorded in future periods for goodwill attributed to either of our reporting units. Any future impairment charges would adversely affect our results of operations for those periods.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the three months ended September 30, 2016, there were no material changes in our market risk exposure. For a complete discussion of our market risk associated with foreign currency risk and interest rate risk as of December 31, 2015, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures — During the fiscal period covered by this report, our management, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and

15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act"). Based upon this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the quarter ended September 30, 2016, the Company determined that it failed to timely file a Current Report on Form 8-K relating to cash bonus payments made to the Company's Chief Executive Officer and Chief Financial Officer, which it reported in a Current Report on Form 8-K filed on August 4, 2016. The erroneous payment of these bonuses and this failure to timely file resulted from control deficiencies. The Audit Committee of the Company has reviewed the circumstances that gave rise to these control deficiencies and as a result the Company is in the process of implementing appropriate remedial measures to improve our internal controls environment.

Changes in Internal Controls — There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

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Item 1. Legal Proceedings

A lawsuit titled Pennsylvania Turnpike Commission. v. Ciber, Inc., and Dennis Miller was filed in January 2015 in Pennsylvania state court against Ciber and a former employee. The complaint generally alleges breach of contract, negligent misrepresentation, violation of an anti-bid-rigging statute and procurement code, and conspiracy to commit fraud with and by Ciber’s own employee. These claims arise out of a project in 2004-2008 to implement a new finance and administrative system for the Pennsylvania Turnpike Commission (“PTC”). PTC alleges $38 million in damages. We believe the claims are without merit and Ciber is vigorously defending against these allegations. At this time, we are unable to predict the outcome of this litigation.

Item 1A. Risk Factors

We operate in a dynamic and rapidly changing economic and technological environment that involves numerous risks and uncertainties, many of which are driven by factors that we cannot control or predict. The following section describes some, but not all, of the factors that could have a material adverse effect on our business, financial condition, results of operations, and the market price of our common stock.

We may need to raise additional capital to de-lever our balance sheet to allow us to continue as a going concern over the long term, but can provide no assurances of the terms thereof or how it will impact our shareholders.

As a result of our significant use of available borrowings under our ABL Facility and our European Refinancing (collectively, our "credit facilities"), recent underperformance compared to expectations and challenging current market conditions, we may need to raise additional capital to de-lever our balance sheet to allow us to continue as a going concern in the long term. Any new capital investment, or capital raised in the context of cure of a breach of our ABL Facility, including the solvency covenant, may be in the form of equity or equity linked securities, and is likely to be substantially dilutive to existing shareholders. If we raise cash through the incurrence of additional indebtedness, we may be subject to additional contractual restrictions on our business. If our financial performance does not improve or additional third-party financing is not obtained, we anticipate that we may not be able to comply with the Fixed Charge Coverage Ratio in the future and solvency covenant either currently or in the future as required by our ABL Facility, unless such covenant is amended or compliance is waived. Despite the waiver of existing events of default, Wells Fargo retains the right to declare all outstanding debt under the ABL Facility immediately due and payable and we may not have sufficient cash to fulfill this obligation.

Our credit facility limits our operational and financial flexibility, and in addition we may require substantial additional capital to support our business, and this capital may not be available to us on acceptable terms, if at all.

We have an asset-based revolving line of credit of up to $44 million, and our European Refinancing with the amount available for borrowing at any time determined based on a valuation of our eligible accounts receivable. As of September 30, 2016, we had $39.7 million of borrowings outstanding under our revolving line of credit. Any borrowings we make under our credit facilities are secured by liens on substantially all of our assets.

We are dependent on our credit facilities to meet working capital and operational requirements, and access to our credit facilities is dependent on, among other things, the borrowing base valuation of our eligible accounts receivable and the absence of a default under the ABL Facility. The amount available for borrowing under the credit facilities could be significantly

reduced if there is a reduction in our eligible accounts receivable due to poor economic conditions, operational performance, the sale of any portion of our business, or other factors. Any loss or material reduction of our ability to access funds under our credit facilities could materially and negatively impact our liquidity.

The ABL Facility includes, among other provisions, specific limitations on our ability to take certain actions, which include, among others, our ability to incur indebtedness or liens, make investments, issue guarantees, enter into certain mergers, dispositions, acquisitions, liquidations or dissolutions, issue additional securities, pay dividends, make loans and advances, and enter into transactions with affiliates as well as an availability block and certain affirmative covenants relating to the retention of a financial advisor and a strategic advisor, with required milestones relating to a financing transaction of no less than $25 million to be completed no later than December 31, 2016.

As of September 30, 2016, we are required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA (as defined in the ABL Facility) to consolidated fixed charges of 1.1/1.0 (the "Fixed Charge Coverage Ratio") if (i) an event of default has occurred and is continuing, (ii) Ciber fails to maintain excess availability of at least the greater of (i) $15 million or (ii) an amount equal to 25% of the aggregate amount of the commitments at any time. We must then continue to comply with the minimum trailing 12-month fixed charge coverage ratio until (1) no event of default is continuing and (2) excess availability has equaled or exceeded the greater of (a) $15 million or (b) an amount equal to 25% of the aggregate amount of the commitments for 30 consecutive days. Due to the balance available for borrowing falling below $15 million during the nine months ended September 30, 2016, we became subject to the Fixed Charge Coverage Ratio and we were not in compliance with the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently.

A default, such as our default as of September 30, 2016 for non-compliance with the Fixed Charge Coverage ratio, or a breach of the solvency representations, as described below, if not waived or cured by amendment, could cause our debt to become immediately due and payable and terminate our ability to draw upon the funds under the credit agreement. We may not be able to repay our debt or borrow sufficient funds to refinance it, and even if new financing is available, it may not be on terms acceptable to us. This could materially adversely affect our results of operations and financial condition. Additionally, if we needed to obtain a waiver under, or an amendment to, the credit agreement in the future, or if we seek other financing, if available, our cost of borrowing could increase significantly. The ABL Facility also contains certain requirements relating to perfection of security interests of the Loan Parties (as defined in the ABL Facility), as well as an affirmative solvency (as defined in the ABL Facility) representation applicable as of the date of the making of any Revolving Loan (as defined in the ABL Facility) or any other extension of credit. During the nine months ended September 30, 2016, Wells Fargo notified us that it had become subject to, and waived an event of default relating to an additional perfection notice requirement that had become applicable to the German borrowers, which we began to comply with in March 2016, and this requirement continues to be applicable to us. In May 2016, Wells Fargo notified us that we were not in compliance with a similar perfection notice requirement applicable to the Dutch borrowers that was applicable to us during the three months ended March 31, 2016 and the nine months ended September 30, 2016. Although Wells Fargo waived certain existing events of default through the Amendment on October 27, 2016, we further amended the ABL Facility with an additional amendment on November 3, 2016, to provide additional liquidity of approximately $5.0 million in the immediate term.

In addition, our liquidity is affected by many factors including, among others, fluctuations in revenue, gross profits and operating expenses, as well as changes in operating assets and liabilities. In addition, further softening in the demand for our products and services may result in higher than anticipated losses in the future and lower our cash balances at a faster rate, and lower our borrowing base under our credit facilities. Management evaluated its existing cash, cash equivalents and marketable securities, together with our anticipated cash collections, including the Netherlands Sale, the Norway Sale, the Sweden Sale and the European Refinancing, combined with cash management measures we have implemented in 2016 and currently believes, based on this evaluation, the Company can continue to operate through the end of the fourth quarter 2016, although this cannot be assured. Additionally, The Company has announced that its Board of Directors has engaged a strategic adviser to assist in exploring strategic alternatives for the Company, which could include a potential financing, refinancing, or a merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of Ciber’s business. No decision has been made as to whether the Company will engage in a transaction resulting from the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction.

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Should additional capital resources not become available to us through such measures, or should additional capital resources only be available on unfavorable terms, we would be required to make changes to our operating expense levels and capital expenditures to extend that period and would likely need to significantly reduce our business activities which could adversely affect our ability to compete effectively in the markets in which we participate which could, in turn, adversely affect our results of operations. If we issue equity or equity linked securities in order to raise additional funds, substantial dilution to existing shareholders may occur. If we raise cash through the incurrence of additional indebtedness, we may be subject to additional contractual restrictions on our business.

We may not be able to maintain compliance with the continued listing requirements of the New York Stock Exchange.

Our common stock is listed on the New York Stock Exchange (“NYSE”). In order to maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, a requirement that our closing bid price be at least $1.00 per share. During the first, second and third quarters of 2016, the Company observed a sustained decrease in the stock price and lower than expected earnings during the three, six and nine months ended September 30, 2016. The closing price of our common stock was less than $1.00 on two days during the third quarter of 2016. On November 4, 2016, the closing price of our common stock on the NYSE was $0.73. Under the listing standards of the NYSE, if we fail to maintain a minimum closing bid price of $1.00 for 30 consecutive business days, we may receive a notice from the NYSE that we are not in compliance with this rule, in which case the NYSE could commence suspension and delisting procedures. In the event we are not in, and do not regain compliance with the rule, our common stock will no longer be listed on the NYSE. The delisting of our common stock could adversely affect the market liquidity of our common stock, our ability to obtain financing to repay debt and fund our operations. There can be no assurance that the Company will be able to sustain compliance with this rule or with the NYSE’s other listing requirements.

Our results of operations may be adversely affected if we are unable to continue to evolve our business model, develop and release our new offerings or other new or enhanced products and services within the anticipated time frames, refine our existing offerings, improve efficiency, and execute on these key elements of our strategic plan or our strategic plan proves to be less successful than anticipated.

If we fail to properly analyze and classify the needs of our clients to meet next-generation market opportunities and continue to evolve our business model, develop and release our new offerings or other new or enhanced products and services within the anticipated time frames, or refine our existing offerings, we may not be able to achieve our desired client retention and growth objectives and, as a consequence, our financial performance may be negatively impacted. If we are unable to instill the appropriate operational regimes and delivery methods to increase our overall efficiency and cost effectiveness, we may not be able to increase our profitability, improve our cash flow, and strengthen our balance sheet. If we are unable to successfully execute any or all of the initiatives of our strategic plan to implement our planned strategic shift in our business model, our revenues, operating results, and profitability may be adversely affected. Even if we successfully implement our strategic plan, we cannot guarantee that our plan will be successful and that our revenues, operating results, and profitability will improve to the levels we anticipate, or at all.

Our results of operations could be adversely affected by volatile, uncertain or negative economic conditions and the effects of these conditions on our clients' businesses.

Our clients' businesses and the markets they serve are impacted by global macroeconomic conditions. Developments, such as the instability and recent recessions in the United States and Europe and the inflationary risks associated with higher oil and gas and other commodity prices, along with other developments, may have an adverse effect on our client's businesses and, consequently, on our revenue growth and profitability.

Volatile, uncertain or negative economic conditions in the markets we serve have undermined and could continue to erode business confidence and cause our clients to defer or reduce their spending on new technology initiatives or terminate existing contracts, which has and would negatively affect our business. Growth in markets we serve could be at a slow rate, or could stagnate, in either case, for an extended period of time. Changing economic growth patterns and conditions has affected and may in the future affect demand for our services. Weakening demand could have a material adverse effect on our results of operations. Ongoing economic volatility and uncertainty affects us in a number of other ways, including making it more difficult to effectively build our revenue and resource plans, particularly in consulting, and to accurately forecast client demand beyond the immediate term. This could result in, among other things, us not having the level of appropriate personnel where they are needed or having to use involuntary terminations, as we recently have done, as means to keep our supply of skills and resources in balance.

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Economic volatility and uncertainty is particularly challenging because the effects and resulting changes in demand patterns to manifest themselves in our business and results of operations over a period of time and the impacts may not be immediate. Differing demand patterns from economic volatility and uncertainty could have a significant negative impact on our business.

A data security or privacy breach could adversely affect our business.

The protection of client, employee, and company data is critical to our reputation and the success of our business. Our clients have a high expectation that we will adequately protect their confidential information. In addition, the regulatory environment surrounding cybersecurity and privacy is increasingly demanding with new and constantly changing requirements and third-party efforts to breach systems are increasing in frequency and sophistication. Protection of confidential client, employee, and Company data, along with compliance in the constantly changing regulatory environment may add expenses to our business operations. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client or employee data, whether through a third party system breach, systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our employees or third parties, could result in system disruptions, negative publicity, legal liability, monetary damages, and damage to our reputation.

Our results of operations could be adversely affected if the market for IT services and solutions fluctuates or does not continue to grow.

Fluctuations in our customers’ needs, changes in our customers’ industries, lack of client acceptance, uncertainty of global economic conditions or weakening economic conditions, competing technologies and services or reductions in corporate spending could cause the market for IT services and solutions to grow more slowly or could reduce demand for our services and solutions. For example, economic conditions have impacted some of our customers’ operations and technology spending and have caused some of our clients to delay, cancel or scale back their IT projects or IT spending, to seek lower pricing or extended payment terms or otherwise exert pricing pressure on us, to delay payments due to us and, as occurred with several clients, to enter into bankruptcy or liquidation. Our customer's deployment time frames may vary based on the applications being deployed, the complexity and scale of the customers' businesses, the configuration requirements, and other factors, many of which are beyond our control. Delayed and reduced demand for IT services have also resulted in reductions in the growth of new business and led to increased price competition for our offerings and increased the likelihood of entering into contracts that produce lower profit margins, which may materially adversely affect our revenues, results of operations and financial condition.

Our profitability will be adversely impacted if we are unable to maintain our utilization rates and control our costs.

Our profitability depends primarily on the prices for our services, our professionals’ utilization or billable time and our costs. As a services business, our largest expense is salaries and payroll-related expenses. However, it is our skilled employees that generate our revenues. Balancing our workforce levels against the demands for our services is difficult. Delays or cutbacks in projects or delays in finding new projects could increase the non-productive time of our consultants, which would decrease our utilization levels and our profit margins. We generally cannot reduce our labor costs as quickly as negative changes in revenue may occur. In addition, in a number of the countries in which we operate, the local labor laws make it very expensive to involuntarily terminate employees. As a result, some of our operations may retain underutilized employees for longer periods. To achieve our desired level of profitability, we must maintain our utilization at an appropriate rate. If we are unable to achieve and maintain our target utilization rates, our profitability could be adversely impacted. Further, if labor costs increase, this could put upward pressure on our costs and adversely affect our profitability if we are unable to recover these increased costs by increasing the prices for our services.

If we are not able to anticipate and keep pace with rapid changes in technology, our business may be negatively affected.

Our success depends on our ability to develop and implement technology services and solutions that anticipate and keep pace with rapid and continuing changes in technology, industry standards and client preferences. We may not be successful in anticipating or responding to these developments on a timely basis, and our products, services and solutions may not be successful in the marketplace, or there may be a delay in market acceptance of new, enhanced or acquired products or services. In addition, services, solutions and technologies developed by current or future competitors may make our service or solution offerings uncompetitive or obsolete. Any one of these circumstances could adversely affect our ability to obtain and successfully complete client engagements.

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Termination of a contract by a significant client and/or cancellation with short notice could adversely affect our financial condition.

Our clients typically retain us on a non-exclusive, engagement-by-engagement basis through master service agreements (“MSA”). Our MSAs typically do not include any commitment by our clients to give us a specific volume of business or future work. The length of individual projects and engagements can vary greatly. Our objective is to sign multi-year contracts with our clients; however, our contracts generally allow our client to terminate the contract for convenience or to reduce the amount of our services. Clients may generally cancel a contract with short notice, subject in some instances to penalty provisions but in many cases, without significant early termination cost. Termination, reduction, or delay of any given engagement could result from factors unrelated to our work product or the progress of the project, such as factors related to business or financial conditions of the client, changes in client strategies or the domestic or global economy generally. A significant number of terminations, reductions, or delays in engagements in any given period of time could negatively and materially impact our revenues and profitability.

The IT services industry, in the U.S. and internationally, is highly competitive and continually evolving, and we may not be able to compete effectively in this evolving marketplace.

We operate in a highly competitive industry that includes a large number of diverse participants. We currently compete principally with other IT professional services firms and technology vendors, including a variety of large multinational providers and large offshore service providers that offer some or all of the services that we offer, as well as many niche solution or service providers that compete with us in a specific geographic market, industry segment or service area. As we continue to implement our strategic plan, we will also face competition from legacy vendors and custom-built software vendors and from vendors of specific applications. Many of the companies in our industry have significantly greater financial, technical, offshore and marketing resources than we do. In addition, a client may choose to use its own resources rather than to engage an outside firm for the type of products or services that we can provide. We may be unable to compete successfully with current or future competitors, and our revenue and profitability may be adversely affected. Additionally, some of our competitors, particularly those located outside of the U.S. and Western Europe in regions with lower costs of doing business, may be able to provide solutions and services to clients at lower costs or on more attractive terms. Increased competition has, and may continue to, put downward pressure on the prices we can charge for our services or products. In particular, one key element of our ability to improve our profitability in the face of these trends is our ability to implement and leverage a global workforce, deploying lower-cost resources to provide quality work at higher margins. If we are not able to cost-effectively integrate our global workforce in services delivery, we may not be able to compete effectively, or maintain or improve our profitability.

Our revenues, operating results, and profitability may vary from quarter to quarter and may result in increased volatility in the price of our stock.

Our quarterly revenues, operating results, and profitability have varied significantly in the past and may continue to do so, which can create volatility in the price of our common stock. In addition, our relatively low average daily trading volume can greatly impact our stock price on a daily basis. Factors that have caused and may continue to cause variations in our revenues, operating results, and profitability include:


•	the business decisions of our clients regarding the use of our services;


•	the stage of completion of existing projects and/or their termination;


•	our ability to continue to evolve our business model, develop and release our new offerings or other new or enhanced products and services within the anticipated time frames or refine our existing offerings;


•	client satisfaction with our services;


•	our clients' financial ability to pay for our services;


•	our ability to properly manage and execute client projects, especially those under fixed-price arrangements;


•	our ability to properly price fixed-price contracts to provide for adequate profits;


•	our ability to maintain our profit margins and manage costs, including those for personnel and support services;


•	restructuring costs or charges related to changes in our business operations;


•	acquisition and integration costs related to possible acquisitions of other businesses;


•	costs related to the discontinued operations of our former Federal division, information technology outsourcing practice, and Russian operations, including possible additional future related costs we may incur;


•	costs or charges associated with potential asset sales or dispositions;


•	changes in, or the application of changes in, accounting principles or pronouncements under U.S. generally accepted accounting principles;


•	changes in significant accounting estimates;


•	changes in interest rates on our debts;

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•	currency exchange rate fluctuations;


•	changes in estimates, accruals or payments of variable compensation to our employees; and


•	global, regional and local economic and political conditions and related risks.

If we are not able to maintain the rates we charge for our services or an appropriate utilization rate for our consultants, we will not be able to sustain our profit margin and our profitability will suffer. A number of factors affect the rates we charge for our services, including:


•	our clients' perception of our ability to add value through our services;


•	changes in our pricing policies or those of our competitors;


•	the introduction of new products or services by us or by our competitors;


•	the use of globally-sourced, lower-cost service delivery capabilities by our competitors and our clients; and


•	economic conditions.

Additionally, a number of factors affect our utilization rates, such as:


•	seasonality, including number of workdays, holidays and vacations;


•	our ability to transition consultants quickly from completed projects to new engagements;


•	our ability to forecast demand for our services and thereby maintain an appropriately balanced and sized workforce; and


•	our ability to manage employee turnover.

Our business could be adversely affected if our clients are not satisfied with our offerings or services, and we could face damage to our financial results, professional reputation and/or incur legal liability.

Our business has historically been as a professional services firm, and as a result, we have depended largely on our relationships with our clients and our reputation for high quality professional services and integrity to attract and retain clients. In addition, we depend heavily on a limited number of clients. While no specific client accounts for over 10% of our consolidated revenues, our 5 largest clients accounted for approximately 19% of our revenues in 2015. Additionally, many of our engagements involve projects that are critical to the operations of our clients' businesses and many involve the protection of confidential client information. If a client is not satisfied with the quality of work performed by us or a subcontractor, or with the type of services or solutions delivered, or if a data security breach occurs, we could incur additional costs to address the situation, the profitability of that work might be impaired, and the client's dissatisfaction with our services could damage our ability to obtain additional work from that client or other clients. Clients that are not satisfied may also seek to terminate contracts with us prematurely, potentially resulting in additional costs and loss of expected revenues. In addition, negative publicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new contracts with current and prospective clients. If we do not meet our contractual obligations to a client, we could be subject to legal liability. Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the applications we develop; however, these provisions may not protect us, or may not be enforceable under some circumstances or under the laws of some jurisdictions. In addition, we may enter into agreements with little or no liability protection because we perceive an important economic opportunity or because our personnel did not adequately adhere to our guidelines. As a result, we may find ourselves committed to providing services that we are unable to deliver or whose delivery will cause us financial loss. If we cannot or do not fulfill our obligations, we could face legal liability. In addition, if we were to fail to properly deliver on a project, we may not be able to collect any related accounts receivable or could even be required to refund amounts paid by the client.

We may experience declines in profitability if we do not accurately estimate the cost of engagements conducted on a fixed-price basis.

When making a proposal for or managing a fixed-price engagement, we rely on our estimates of costs and timing for delivering our services, which are sometimes based on limited data and could be inaccurate. If we do not accurately estimate our costs and the timing for completion of a fixed-price project, the contract for such a project could prove unprofitable or yield a profit margin that is lower than expected. Some fixed-price engagements are subject to long-term contracts that range from three to five years. Estimating future year costs on such long-term engagements is extremely difficult and subject to additional risks. Often our cost estimates and the pricing we offer for outsourcing projects anticipate long-term cost savings resulting from transformational and other initiatives that we expect to implement and benefit from over the term of the outsourcing contract. If we fail to accurately estimate the costs of performing our services or the amount of cost savings that we will experience on long-term contracts, we may underprice our contracts as a result, causing an adverse effect on our profits.

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Losses, if any, on fixed-price contracts are recognized when the loss is determined. Any increased or unexpected costs or unanticipated delays in connection with the performance of fixed-price contracts, including delays caused by factors outside of our control, could make these contracts less profitable or unprofitable and may affect the amount of revenue, profit, and profit margin reported in any period.

We rely on third-parties to perform some of our services to our customers, which if not performed to our standards, could cause significant disruption to our business and harm our reputation.

We have arrangements with third parties to perform certain services for our customers which, if not performed accurately, to our standards, and in accordance with the terms of our agreements with our customers, could result in significant disruptions or costs to us. Often in these circumstances, we are liable to our clients for the performance of these third parties. Should these third parties fail to perform timely or satisfactorily, our clients may terminate their engagements with us or withhold payment under their agreements with us until the services have been completed successfully. In addition, the timing of our revenue recognition may be affected or we may realize lower profits if we incur additional costs due to delays, if we must assign additional personnel to complete the engagement, if we are unable to otherwise provide those services internally, or if we fail to identify a replacement third party in an orderly, cost-effective and timely manner. Unsatisfactory performance by these third parties could negatively impact our relationships with our clients and harm our reputation.

If we do not continue to improve our operational, financial and other internal controls and systems to manage our growth and size or if we are unable to enter, operate and compete effectively in new geographic markets, our results of operation may suffer and the value of our business may be harmed.

Our current business and anticipated growth will continue to place significant demands on our management and other resources. Our global operations will require us to continue to develop and improve our operational procedures, financial systems, and other internal controls at our operations and facilities around the world. In particular, our continued growth will increase the challenges involved in:


•	recruiting, training and retaining technical, finance, marketing and management personnel with the knowledge, skills and experience that our business model requires;


•	maintaining high levels of client satisfaction;


•	developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems;


•	preserving our culture, values and entrepreneurial environment; and


•	effectively managing our personnel and operations and effectively communicating to our personnel worldwide our core values, strategies, and goals.

In addition, the increasing size and scope of our operations increase the possibility that a member of our personnel will engage in unlawful or fraudulent activity, breach our contractual obligations, or otherwise expose us to unacceptable business risks, despite our efforts to train our employees and maintain internal controls to prevent such instances. If we are not successful in developing and implementing the right processes and tools to manage our enterprise, our ability to compete successfully and achieve our business objectives could be impaired.

If we fail to compete effectively in the new markets we enter, or if the cost of entering those markets is substantially greater than we expect, our business, results of operations, and financial condition could be adversely affected.

Our brand and reputation are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace.

Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Reputational damage from negative perceptions or publicity could damage our reputation with customers and employees as well as prospective customers and employees. We may not be successful in detecting, preventing, or negating all changes in or impacts upon our reputation. Negative perceptions or publicity could have a material adverse effect on our business and financial results.

The outcome of litigation in which we are involved is unpredictable and an adverse decision in any such matter could subject us to damage awards and lower the market price of our common stock.

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From time to time and in the ordinary course of our business, we are a party to litigation matters such as those described in Part II Item 1, “Legal Proceedings” of this Quarterly Report on Form 10-Q. All such legal proceedings are inherently unpredictable, and the outcome can result in excessive verdicts and/or injunctive relief that may affect how we operate our business or we may enter into settlements of claims for monetary damages. Litigation is costly, time-consuming and disruptive to normal business operations. These and any other future disputes, litigations, investigations, administrative proceedings or enforcement actions we may be involved in may divert management’s time and attention that would otherwise be used to benefit our operations, result in negative publicity and harm our customer or supplier relationships.

Although we intend to contest such matters vigorously, we cannot assure you that their outcome will be favorable to us. An adverse resolution of any such matter in the future, including the results of any amicable settlement, could subject us to material damage awards or settlement payments or otherwise materially harm our business. For some complaints filed against us, we are currently unable to estimate the amount of possible losses that might be incurred should these legal proceedings be resolved against us.

We rely on a few customers for a large portion of our revenues.

Our five largest customers generated approximately 19% of our revenues for the year ended December 31, 2015. The volume of work performed for specific customers often varies from year to year, and a major customer in one year may not use our services in a subsequent year. The loss of one of our large customers could have a material adverse effect on our business and results of operations.

Our future success depends on our ability to continue to retain and attract qualified employees and any inability to do so, or a loss of key employees, could have a material adverse effect on our business.

Our business involves the delivery of professional services and is highly labor intensive. Our future success depends upon our ability to continue to attract, train, effectively motivate and retain highly-skilled technical, managerial, sales and marketing personnel. Although we invest significant resources in recruiting and retaining employees, there is often considerable competition within the IT services industry for personnel with certain in-demand qualifications, and we may be unable to compete for the most desirable employees.

From time to time, we have trouble locating sufficient numbers of highly-qualified candidates located in our desired geographic locations, with the required specific expertise or at the desired compensation levels. The inability to attract and retain qualified employees in sufficient numbers could have a serious negative effect on us, including our ability to obtain and successfully complete important client engagements and thus, maintain or increase our revenues. Such conditions could also force us to resort to the use of higher-priced subcontractors, which would adversely affect the profitability of the related engagement. In addition, our ability to attract and retain qualified personnel in India will become increasingly important as we implement our plans to expand our Global Solutions Center in India and increase the number of employees working there.

We believe that our future success substantially depends on certain key employees within the company, primarily in the senior management team. Due to the competitive employment nature of our industry, there is a risk that we will not be able to retain these key employees. The loss of one or more key employees could seriously impair our ability to continue to manage and expand our business, which could adversely affect our business and financial results. In addition, uncertainty created by turnover of key employees could result in reduced confidence in our financial performance, which could cause fluctuations in the price of our securities and result in further turnover of our employees.

We rely heavily on relationships with software vendors and the loss of one or more of our significant software vendors could have a material and adverse effect on our business and results of operations.

We have significant relationships with software vendors including SAP, Oracle, Infor, and Microsoft. Our relationships with these companies enable us to acquire customers at reduced costs and to increase win rates by allowing us to leverage our vendors' marketing efforts and benefit from strong vendor endorsements. The loss of one or more of these relationships or endorsements could reduce our revenues, result in increased sales and marketing costs, lead to longer sales cycles, harm our reputation and brand recognition, and adversely affect our results of operations. We cannot predict at this time what the impact of the loss of one or more software vendors would have on our business and results of operations.

If we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties, our business could be adversely affected.

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Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of the various countries in which we provide services or solutions offer only limited protection of our intellectual property rights. These laws are subject to change at any time and could further limit our ability to protect our intellectual property. In addition to intellectual property laws in each jurisdiction where we operate, we rely upon a combination of confidentiality policies, nondisclosure agreements, and other contractual arrangements to protect our intellectual property rights. In some jurisdictions where we operate, there is uncertainty concerning the scope of available intellectual property protection for software and business methods, which are fields in which we rely on intellectual property laws to protect our rights. Our efforts to protect intellectual property rights may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees, or other third parties, and we might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights. Enforcing our rights might also require considerable time, money, and oversight, and we may not be successful in enforcing our rights.

Depending on the circumstances, we might need to grant a specific client greater rights in intellectual property developed in connection with a contract than we otherwise generally do. In certain situations, we might forego all rights to the use of intellectual property we create, which would limit our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.

Our services or solutions could infringe upon the intellectual property rights of others, or we might lose our ability to utilize rights we claim in intellectual property or the intellectual property of others.

We cannot be sure that our services and solutions, or the third-party software and solutions of others that we offer to our clients, do not infringe on the intellectual property rights of third parties, and we could have infringement claims asserted against us or against our clients. These claims could harm our reputation, cost us money and prevent us from offering some services or solutions. In a number of our contracts, we agree to indemnify our clients for expenses or liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we receive from the client. Any claims or litigation in this area, whether we ultimately win or lose, could be costly, injure our reputation, or require us to enter into royalty or licensing arrangements. We might not be able to enter into these royalty or licensing arrangements on acceptable terms. If a claim of infringement were successful against us or our clients, an injunction might be ordered against our clients or our own services or operations, causing further damages. We could lose our ability to utilize the intellectual property of others. Third-party suppliers of software, hardware or other intellectual property assets could be acquired or sued, which could disrupt use of their products or services by us and our clients. If our ability to provide services and solutions to our clients is impaired, our operating results could be adversely affected.

In addition, if we are unable to capture the intellectual capital developed by our employees and convert such intellectual capital into reusable and commercially marketable intellectual property, our costs of delivering our services may increase, our development efforts may be duplicated and we may lose the economic advantage of owning and licensing Ciber intellectual property.

If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients for the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We maintain allowances against receivables, but actual losses on client balances could differ from those that we currently anticipate and as a result, we might need to adjust our allowances. There is no guarantee that we will accurately assess the creditworthiness of our clients. In addition, timely collection of client balances depends on our ability to complete our contractual commitments and bill and collect our contracted revenues. Recent global economic conditions and other factors resulted in financial difficulties for a number of our clients and, consequently, we experienced a greater amount of bad debt expense and related payments.

If we are unable to meet our contractual requirements, we might experience delays in the collection of, and/or be unable to collect, our client balances and, if this occurs, our results of operations and cash flows could be adversely affected.

Our international operations expose us to additional risks, including fluctuations in foreign currency exchange rates, which could have adverse effects on our business and operating results.

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Our operations outside of the U.S. represented just under half of our revenues in 2015. Due to our international operations, we are subject to a number of financial and operational risks that may adversely affect our revenue and profitability, including:


•	the costs and difficulties related to managing geographically diverse operations;


•	differences in, and uncertainties arising from, unfamiliarity or changes in foreign business culture and practices;


•	our ability to obtain the necessary visas and work permits for foreign nationals;


•	restrictions on the movement of cash and the repatriation of earnings;


•	multiple and possibly overlapping or conflicting laws;


•	the costs of complying with a wide variety of local laws;


•	operating losses incurred in certain countries and the non-deductibility of those losses for tax purposes; and


•	differences in, and uncertainties arising from, changes in legal, labor, political and economic conditions.

The revenues and expenses of our international operations generally are denominated in local currencies. Accordingly, we are subject to exchange rate fluctuations between such local currencies and the U.S. dollar. These exchange rate fluctuations subject us to currency translation risk with respect to the reported results of our international operations. There can be no assurance that we will be able to reduce the currency risks associated with our international operations. We manage our exposure to changes in foreign currency exchange rates through our normal operating and financing activities and, when deemed appropriate, with derivative financial instruments. There is no assurance that we will continue to use such financial instruments in the future or that any such use will be successful in managing or controlling foreign currency risks.

We have experienced and may continue to experience material impacts to revenues and earnings due to fluctuations in foreign currency rates, and in addition, these impacts may cause material fluctuations in our revenues and earnings from period to period. Significant strengthening or weakening of the U.S. dollar against currencies like the British Pound and the Euro may materially impact our revenue and profits. As we continue to expand our presence in India, we will have increased exposure to fluctuations between the Indian Rupee and the U.S. dollar. In addition, we have transactions with clients, as well as inter-company transactions between our subsidiaries, that cross currencies and expose us to foreign currency gains and losses. These types of events are difficult to predict and may recur.

We are committing resources to new products and offerings and our profitability could be reduced if our business does not grow proportionately.

We have committed resources and invested infrastructure to develop and market our Ciber Momentum application transformation technology. This success of this component of our business strategy depends on many factors. We have experienced long product development cycles in the past and we may experience delays in the future. Although we anticipate developing our modernization business under our strategic plan, if we are unable to grow our business and revenues to sufficiently offset these investments, or on the time frame we anticipate, our profitability could be reduced.

Our operations are vulnerable to disruptions that may impact our results of operations and from which we may not recover.

As a services business, our operations around the world are highly dependent upon our employees, independent contractors, and service providers being able to effectively serve our clients. That ability may be impacted by many types of events that impact the people themselves or limit access to facilities or technology required to perform work. Examples of such events include severe weather, pandemics, natural disasters, infrastructure outages, terrorist attacks, governmental actions, political or economic instability, civil unrest, or the threat or perception that such events might occur. In such circumstances, our business continuity and disaster recovery plans may not be effective. In any such event, our results of operations could be adversely affected. In addition to the risk that we may not be able to serve our clients, we may be unable to protect our employees or facilities from harm. Where we have facilities with concentrations of employees (for instance, in several cities in the US, Europe, and India), our risk of disruption that materially impacts our results of operations may be higher. Insurance, if available for a given disruptive event, may be inadequate to compensate for the losses involved. If a disruption continues for an extended period of time, or if a short-term disruption renders a material portion of our operations ineffective for an extended period of time, our business may suffer material and potentially irreparable harm.

We cannot guarantee that we are in compliance with all applicable laws and regulations.

We are required to comply with numerous and constantly changing laws and regulations in jurisdictions around the world. If our compliance efforts prove insufficient or any of our employees fail to comply with, or intentionally disregard, any of our policies or applicable laws or regulations, a range of liabilities could result for the employee and for the Company, including, but not limited to, significant penalties and fines, sanctions or litigation, and the expenses associated with defending

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and resolving any of the foregoing, any of which could have a material impact on our business, financial condition, and operating results.

In addition, as a global company, we are subject to U.S. and foreign laws and regulations with respect to corruption, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Violations of these laws and regulations could result in prohibitions on the conduct of our business and on our ability to offer our products and services in one or more countries, fines and penalties, criminal sanctions against us, our officers, or our employees, and have a material negative adverse effect on our reputation and our operating results. Although we have implemented policies and procedures designed to ensure compliance with these U.S. and foreign laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, there can be no assurance that our employees or our business partners will not violate our policies.

Our insurance policies may not fully cover all losses we may incur.

Although we attempt to limit our liability for damages arising from negligent acts, errors or omissions through contractual provisions, the limitations of liability included in our contracts may not fully protect us from liability or damages and may not be enforceable in all instances. In addition, not all of our contracts may limit our exposure for certain liabilities, such as claims of third parties for which we may be required to indemnify our clients. Although we have general liability insurance coverage, this coverage may not continue to be available on terms reasonable to us or in sufficient amounts to cover one or more large claims, and our insurers may disclaim coverage as to any future claim. The successful assertion of one or more large claims against us that are excluded from our insurance coverage or that exceed our available insurance coverage, or changes in our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We might not be successful at identifying, acquiring, or integrating businesses or entering into joint ventures, which could have a material adverse effect on our business and financial results.

In the past, we have made strategic and targeted acquisitions and joint ventures intended to enhance or add to our offerings of services and solutions, or to enable us to expand in certain geographic and other markets. In order to compete in our industry, we anticipate that we may, from time to time, in the future acquire additional businesses or enter into additional joint ventures that we believe would provide a strategic fit with our business. Potential issues associated with acquisitions and joint ventures could include, among other things: our ability to identify suitable acquisitions and joint ventures; our ability to offer potential acquisition targets and joint ventures competitive transaction terms; our ability to complete targeted transactions; our ability to realize the anticipated benefits or cost savings as a result of the acquisition or joint venture; diversion of management's attention; our ability to successfully integrate our businesses with the business of the acquired company; assimilating, motivating, recruiting and retaining key employees; potential significant costs and expenses and charges to earnings; conforming standards, controls, procedures and policies, business cultures and compensation structures among our company and the acquired company; consolidating and streamlining sales, marketing and corporate operations; potential exposure to unknown liabilities of acquired companies; loss of key employees and customers of the acquired business; and managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture. In addition, by nature, joint ventures involve a lesser degree of control over the operations of the joint venture business, and particularly if we were to enter into such business in a minority position. If an acquisition or joint venture is not successfully completed or integrated into our existing operations, our business and financial results could be materially adversely impacted.

We could incur additional losses due to further impairment in the carrying value of our goodwill.

We have recorded a significant amount of goodwill on our consolidated balance sheet as a result of numerous acquisitions. At December 31, 2015, the carrying value of our goodwill was $256.7 million. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. We are required to test goodwill for impairment annually and do so during the second quarter of each year, as well as on an interim basis to the extent that factors or indicators become apparent that could reduce the fair value of any of our reporting units below its book value. Such factors requiring an interim test for goodwill impairment include, but are not limited to, financial performance indicators such as negative or declining cash flows or a decline in actual or planned revenue or earnings and a sustained decrease in share price. Our cash flow estimates involve projections that are inherently subject to change based on future events. A significant downward revision in the fair value of one or more of our business units that causes the carrying value to exceed the fair value could cause goodwill to be considered impaired, and could result in a non-cash impairment charge in our consolidated statement of operations.

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We have recorded several goodwill impairment charges in the past. During the first quarter of 2016, the Company observed a sustained decrease in our stock price and lower than expected earnings during the three months ended March 31, 2016, which provided a potential indicator of goodwill impairment. As a result of an impairment test for the three months ended March 31, 2016 we recorded impairment charges of $85.9 million. During the second quarter of 2016, the Company observed a sustained decrease in our stock price and lower than expected earnings, as well as the Netherlands Sale, which provided potential indicators of goodwill impairment. As a result of an impairment test for the three months ended June 30, 2016, we recorded impairment charges of $29.6 million in the three months ended June 30, 2016. We have updated our cash flow forecasts and our other assumptions used to calculate the estimated fair value of our reporting units to account for our beliefs and expectations of the current business environment. While we believe our estimates are appropriate based on our view of current business trends, no assurance can be provided that goodwill impairment will not be required during future periods.

We depend on contracts with various public sector agencies for a significant portion of our revenue and, if the spending policies or budget priorities of these agencies change, we could lose revenue.

In 2015, approximately 13% of our total revenue was from public sector clients, including state, local, and foreign governments and agencies. Such programs can be modified or amended at any time by acts of the governments or agencies involved. Moreover, a number of state and local governments and agencies are suffering from significant budget shortfalls, which may result in curtailment of spending on consulting and technology services. Many contracts with public sector clients contain provisions and are subject to laws and regulations that provide government clients with rights and remedies not typically found in commercial contracts. Among other things, governments may cancel multi-year contracts if funds become unavailable during the term of the engagement. Cancellation or reduction in price or scope could limit our ability to recover incurred costs, reimbursable expenses and profits on work completed prior to the termination. If insufficient funding is appropriated to the government entity to cover termination costs, we may not be able to fully recover our investments.

Unfavorable government audits could require us to adjust previously reported operating results, to forego anticipated revenue and subject us to penalties and sanctions.

Although we sold our Federal division in 2012, we remain responsible for any audits related to certain engagements for the U.S. federal government performed prior to the sale. The various agencies that our Federal division contracted with generally have the right to audit and review past work. As part of that process, the government agency could review our performance on the contract, our pricing practices, our cost structure, and our compliance with applicable laws, regulations, and standards. Any such audit could result in a substantial adjustment to our previously reported operating results. For example, any costs that were originally reimbursed could be subsequently disallowed, one consequence of which could be refunding cash collected in the past.

If a government audit uncovers improper or illegal activities by us, or we otherwise determine that these activities have occurred, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or disqualification from continuing to do business, or bidding on new business, with governments in various jurisdictions.

Provisions in our certificate of incorporation and bylaws and provisions under Delaware law may discourage unsolicited takeover proposals.

Provisions in our certificate of incorporation, as amended, and in our amended and restated bylaws, and Delaware General Corporate Law (the "DGCL"), may have the effect of deterring unsolicited takeover proposals or delaying or preventing changes in our control or management, including transactions in which shareholders might otherwise receive a premium for their shares over then-current market prices. These provisions include:


•	authority of the board of directors, without further action by the shareholders, to fix the rights and preferences, and issue shares of preferred stock;


•	the classification of our board of directors, which prevents a change of control of our board of directors at a single meeting of shareholders;


•	shareholders must comply with advance notice requirements before raising a matter at a meeting of shareholders or nominating a director for election; and


•	provisions in the DGCL preventing shareholders from engaging in business combinations with us, subject to certain exceptions.

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These provisions could also discourage bids for our common stock at a premium as well as create a downward pricing pressures on the market price of our common stock.

Institutional shareholders hold a significant amount of our common stock and these shareholders may have conflicts of interests with the interests of our other shareholders and may vote their shares in a way that is adverse to the interests of our other shareholders.

Institutional investors own or control approximately 78% of the voting power of our common stock. The interests of these institutional shareholders may differ from our other shareholders in material respects. As an example, these institutional investors may have an interest in our pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their investments in Ciber, even though such transactions might involve risks to other shareholders. These institutional shareholders, or their affiliates may be in the business of making or advising on investments in companies, and may from time to time in the future, acquire interests in, or provide advice to, businesses that directly or indirectly compete with our business or our customers or suppliers. These investors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us, which could materially differ from the interests of our other shareholders.

This concentration of voting power of our common stock may make it difficult for our other shareholders to approve or defeat matters that may be submitted for action by our shareholders, including the election of directors and amendments to our Certificate of Incorporation or Bylaws. This also may have the effect of deterring, delaying, or preventing a change in control of Ciber, even when such a change in control could benefit our other shareholders. These institutional shareholders may have the power to exert significant influence over our affairs in ways that may be adverse to the interests of our other shareholders.

Issues arising during the implementation of our Enterprise Resource Planning system could adversely affect our business and results of operations.

During the first quarter of 2017, we anticipate implementing an Enterprise Resource Planning ("ERP") system to support our future growth plan and to integrate significant processes. Implementing an ERP system on a widespread basis involves extensive organizational training and significant changes in business processes. In connection with the implementation, we may experience temporary information technology and business disruptions that could adversely affect our business and results of operations.

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

The following table sets forth information concerning our repurchases of Ciber common stock for the three months ended September 30, 2016:



Period	Total number of shares purchased (1)	Average price paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans (2)	Approximate dollar value of shares that may yet be purchased under the plan (3)
July 1 to July 31	56,637	$	2.20	—	$	8,334,815
August 1 to August 31	5,187	$	1.18	—	$	8,334,815
September 1 to September 30	87,582	$	1.50	—	$	8,334,815
Total: July 1 to September 30, 2016	149,406	$	1.75	—
(1) Shares purchased in July, August and September to satisfy minimum tax withholdings for employee stock plans.
(2) On December 15, 2014, we announced a plan to buyback up to $10 million shares of Ciber stock on the open market. The program has no minimum share repurchase amounts and there is no fixed time period under which any share repurchases must take place.
(3) As of the last day of each month.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 6. Exhibits



		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Date Filed
3.1	Restated Certificate of Incorporation of Ciber, Inc.	10-Q	001-13103	11/7/2005
3.2	Amended and Restated Bylaws of Ciber, Inc., as adopted January 25, 2016.	10-K	001-13103	2/18/2016
10.1	Purchase Agreement between Ciber International B.V and Experis AS, dated August 23, 2016.		Filed herewith
10.2	Consent to Credit Agreement by and among Wells Fargo Bank, N.A. as Lender and Administrative Agent for the Lenders thereunder, Ciber Inc., as Borrower Representative, and Ciber AG, dated August 24, 2016.		Filed herewith
10.3	Consent to Credit Agreement by and among Wells Fargo Bank, N.A. as Lender and Administrative Agent for the Lenders thereunder, Ciber Inc., as Borrower Representative, and Ciber AG, dated September 19, 2016		Filed herewith
10.4	Receivables Purchase Agreement between Faunus Group, International, Inc. and Ciber UK Ltd., dated October 27, 2016.		Filed herewith
10.5	Receivables Purchase Agreement between Faunus Group, International, Inc., Ciber AG and Ciber Managed Services GmbH, dated October 27, 2016.		Filed herewith
10.6	Waiver and Amendment No. 7 to Wells Fargo Credit Agreement, dated October 27, 2016.		Filed herewith
10.7	Amendment No. 8 to Wells Fargo Credit Agreement, dated November 3, 2016.		Filed herewith
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Furnished
101.INS	XBRL Instance Document		Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document		Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document		Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith

_____________

* Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Ciber, Inc.
		(Registrant)

Date:	November 9, 2016	By	/s/ Michael Boustridge
		Michael Boustridge
		Chief Executive Officer, President, and Director
		(Principal Executive Officer)

		By	/s/ Christian M. Mezger
		Christian M. Mezger
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-10.1 2 exhibit101purchaseagreemen.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

23 August 2016



CIBER INTERNATIONAL B.V. (as the Seller) and EXPERIS AS (as the Purchaser)
	AGREEMENT
	for the sale and purchase of the entire share capital of Ciber Norge AS

CONTENTS

Clause Page




1.	Sale and Purchase	1
2.	Price	1
3.	Conditions to Closing	2
4.	Pre‑Closing Seller Undertakings	4
5.	Closing	4
6.	Seller Warranties	5
7.	Purchaser Warranties	6
8.	Conduct of Purchaser Claims	6
9.	Escrow	7
10.	No Rights of Rescission or Termination	8
11.	Trademark license	8
12.	Transitional Services	8
13.	Tax	8
14.	Insurance	9
15.	Payment of Inter-Company Debt	10
16.	Protective Covenants Post-closing	10
17.	Post‑Closing Undertakings	11
18.	Payments	13
19.	Announcements	14
20.	Confidentiality	14
21.	Assignment	16
22.	Further Assurances	16
23.	Costs	16
24.	Notices	17
25.	Conflict with other Agreements	17
26.	Whole Agreement	18
27.	Waivers, Rights and Remedies	18
28.	Effect of Closing	18
29.	Counterparts	18
30.	Variations	18
31.	Invalidity	18
32.	Third Party Enforcement Rights	18
33.	Mitigation	19
34.	Governing Law and Jurisdiction	19
Schedule 1 Seller Warranties		19
Schedule 2 Limitations on Liability		32
Schedule 3 Purchaser Warranties		35
Schedule 4 Conduct of the Company Pre‑Closing		36
Schedule 5 Closing Arrangements		39
Schedule 6 Trademark License Agreement		42

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Schedule 7 Transitional Services Agreement		43
Schedule 8 Inter-Company Debt		44
Schedule 9 Post‑Closing Financial Adjustments		45
Schedule 10 Client Adjustment Amount		49
Schedule 11 Data room index		52
Schedule 12 Disclosure Letter		53
Schedule 13 Accounting Review		54
Schedule 14 Definitions and Interpretation		56

EXHIBITS REFERRED TO IN THIS AGREEMENT

Description Clause/Schedule

EXHIBIT 1 FINANCIAL ADJUSTMENTS

Amounts for Estimated Working Capital, Target Working Capital, Estimated Cash and Estimated External Debt

Closing Statement Format

Working Capital Breakdown

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THIS AGREEMENT is made on 23 August 2016 by and between:

PARTIES:


1.	CIBER INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), with corporate seat (statutaire zetel) in Amsterdam, the Netherlands and its office address at Vredeoord 105, 2e verdieping, 5621CX Eindhoven, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 24257040 (the Seller); and


2.	EXPERIS AS, a private company with limited liability (Norwegian: Aksjeselskap), with corporate seat in Oslo, Norway and its office address at Tordenskiolds gate 2, 0160 Oslo, registered at the Norwegian Register of Business Enterprises under number 982 683 955 (the Purchaser),

(each a party in this Agreement and, together, the parties).

Capitalised terms used in this Agreement shall be interpreted in accordance with Schedule 14.

WHEREAS:

(A) As at the date hereof, the Seller owns the Shares.

(B) The Seller has agreed to sell and transfer the Shares and the Purchaser has agreed to purchase and accept transfer of the Shares on the terms of this Agreement and any other Transaction Document, with effect from Closing.

IT IS AGREED:

1.SALE AND PURCHASE

1.1 The Seller shall sell, and the Purchaser shall purchase, the Shares with effect from Closing with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Shares after Closing.

1.2 The Shares shall be sold free from all Third Party Rights and ownership and risk in them shall (except as otherwise set out in this Agreement) pass to the Purchaser with effect from Closing.

2. PRICE

2.1 The price for the Shares (the Final Price) shall be the amount which results from taking NOK 57,377,049 (the Debt Free/Cash Free Price) and:


(a)	subtracting the aggregate of the External Debt;


(b)	adding the aggregate of the Cash; and


(c)	adding the amount of the difference between the aggregate Working Capital and the Target Working Capital if that aggregate Working Capital is greater than the Target Working Capital (or subtracting the amount of such difference if that aggregate Working Capital is less than the Target Working Capital).

2.2 At Closing, the Purchaser shall pay:


(a)	a sum of NOK 5,737,705 (the Escrow Amount) to the Escrow Agent into the Escrow Account; and


(b)	the Initial Price less the Escrow Amount to the Seller in United States Dollars, converted from NOK to United States Dollars at the US Exchange Rate,

where the Initial Price is the Debt Free/Cash Free Price (i) minus the aggregate of the Estimated External Debt (ii) plus the aggregate of the Estimated Cash (iii) plus or minus, as the case may be, the difference between the amount of the Estimated Working Capital and the Target Working Capital, as set out in Exhibit 1.

2.3 The Final Price shall be calculated after Closing on the basis set out in Schedule 9. Any payments required to be made under the Financial Adjustments shall be treated as adjusting the Initial Price, thus resulting after such adjustment in the Final Price. The Final Price shall (subject to any further adjustment, if applicable, pursuant to clause 2.4) be adopted for all Tax reporting purposes.

2.4 Any payment made in satisfaction of a liability arising under a Seller Obligation (including, for the avoidance of doubt, any obligation to pay the Client Adjustment Amount in accordance with this Agreement) or a Purchaser Obligation shall adjust the price paid for the Shares.

3. CONDITIONS TO CLOSING

3.1 Closing shall be conditional on the following Conditions having been fulfilled or waived in writing in accordance with the terms of this Agreement:


(a)	the Competition Authority of Norway has, under the applicable merger control laws:


(i)	given the approval, consent or clearances required under relevant law for completion of the Proposed Transaction, either unconditionally or subject to conditions, obligations, undertakings or modifications accepted by the Purchaser;


(ii)	rendered a decision that no approval, consent or clearance is required under relevant law for completion of the Proposed Transaction; or

(iii)

failed to render a decision within the applicable waiting period under law and such failure is considered under such law to be a grant of all requisite consents or clearances under such law or referred the Proposed Transaction or any part thereof to another Governmental Entity in accordance with law and one of the requirements listed in items (i) through (ii) above has been fulfilled in respect of such other Governmental Entity.

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(b)

the Seller and its Affiliates having obtained from Wells Fargo Bank, N.A. as Lender and Agent under the Credit Agreement (the Credit Agreement) entered into as of May 7, 2012 by and among the lenders identified in the signature pages to the Credit Agreement, Wells Fargo Bank, N.A. (as Agent, and such other capacities as described in the Credit Agreement) and Ciber Inc. and certain of its subsidiaries as set forth in the Credit Agreement the written consent for the entering into and consummation of the transaction contemplated by this Agreement;


(c)	there shall not have occurred any Material Adverse Change or any events or circumstances that, individually or in the aggregate, could reasonably be expected to cause a Material Adverse Change; and


(d)	the conclusion of the Purchaser’s legal, financial and tax due diligence in respect of the Company being concluded to the reasonable satisfaction of the Purchaser.

3.2 The Purchaser shall, at its own cost, use reasonable efforts to ensure that the Condition in clause 3.1(a) is fulfilled promptly after the date of this Agreement. The Purchaser and the Seller shall, each at its own cost, use reasonable efforts to ensure that the other Conditions are fulfilled to the reasonable satisfaction of the Purchaser as soon as reasonably practicable. The Seller and Purchaser shall cooperate in obtaining all consents, approvals or actions of any Governmental Entity which are required in order to satisfy any relevant Condition and shall take all steps as are reasonable for that purpose (including making appropriate submissions, notifications and filings, in consultation with the other, on or before the date of this Agreement). The Seller and Purchaser shall for this purpose:


(a)	promptly (but in any case within 2 Business Days) notify the other party (and provide copies or, in the case of non-written communications, details) of any communications with any such Governmental Entity relating to any such consent, approval or action, save to the extent such communications contain commercially sensitive information of a party or any of its Affiliates;


(b)	keep the other informed of any communication (whether written or oral) with any such Governmental Entity;


(c)	take into account any reasonable comments and requests of the other party and its advisers; and


(d)	regularly review with the other party the progress of any notifications or filings with a view to obtaining the relevant consent, approval or action from any Governmental Entity at the earliest reasonable opportunity.

3.3 The Seller shall, to the extent legally permissible, provide any Governmental Entity and, save to the extent such information contains commercially sensitive information of the Seller or any member of the Seller Group, the Purchaser and its legal advisers with any necessary information and documents reasonably required for the purpose of making any submissions, notifications and filings to any such Governmental Entity.

3.4 If a Governmental Entity is prepared to grant its consent or approval only subject to compliance with specific conditions or obligations to be imposed upon the Purchaser, the Purchaser shall have the sole and absolute discretion whether or not to accept the imposition of such conditions and obligations.

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3.5 The Condition in clause 3.1(c) may be waived by notice in writing from the Purchaser. The Conditions in clauses 3.1(a) and (b) may only be waived by written agreement between the Seller and the Purchaser.

3.6 The Seller and the Purchaser shall each notify the other promptly (but in any event within 2 Business Days) upon becoming aware that any of the Conditions have been fulfilled. The first Business Day on or by which all Conditions have been fulfilled (or waived in accordance with clause 3.5) is the Unconditional Date.

3.7 If the Unconditional Date has not occurred on or before the day that is 45 days after the date of this Agreement (the Longstop Date) (or such later date as the parties may agree in writing), this Agreement shall automatically terminate (other than in respect of the Surviving Provisions). In such event, neither party (nor any of its Affiliates) shall have any claim under the Transaction Documents of any nature whatsoever against the other party (or any of its Affiliates) except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions.

4. PRE‑CLOSING SELLER UNDERTAKINGS

To the extent permissible under applicable law, from the date of this Agreement until Closing, the Seller shall (except as may be approved in writing by the Purchaser) ensure that the business of the Company is carried on in all material respects only in the ordinary course of business and shall comply with the obligations set out in Schedule 4. For the avoidance of doubt, the Purchaser accepts the creation of the Excluded Inter-Company Debt and Day-to-day Inter-Company Debt Balances.

5. CLOSING

5.1 Closing shall, where possible, take place by electronic communication and, to the extent not possible, take place in Oslo, at the offices of Advokatfirmaet Selmer DA (or at such other location(s) as the parties may agree) on the second Business Day after the Unconditional Date (provided that all the Conditions (other than those which have been waived in accordance with clause 3) remain fulfilled at that date) or such other date as the parties may agree in writing (the Closing Date).

5.2 At Closing each of the Seller and the Purchaser shall deliver or perform (or ensure that there is delivered or performed) all those documents, items and actions respectively listed in relation to that party or any of its Affiliates in Schedule 5.

5.3 If the Seller (on the one hand) or the Purchaser (on the other) fails to comply with any material obligation in Schedule 5, then the other party shall be entitled (in addition to and without prejudice to other rights and remedies available) by written notice to the party in default on the date Closing would otherwise be due to take place, to:


(a)	require Closing to take place so far as practicable having regard to the defaults which have occurred; or

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(b)	notify the party in default of a new date for Closing (being not more than 5 Business Days after the original date for Closing) in which case the provisions of this clause 5 (other than this clause 5.3) and Schedule 5 shall apply to Closing as so deferred; or


(c)	terminate this Agreement (other than the Surviving Provisions).

5.4 If this Agreement is so terminated, neither party nor any of its Affiliates shall have any claim under this Agreement of any nature against the other party or its Affiliates (except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions).

6. SELLER WARRANTIES

6.1 The Seller represents and warrants to the Purchaser that on the date of this Agreement and at Closing each and every one of the statements set forth in Schedule 5 is true and accurate.

6.2 The Warranties are given subject to the limitations set out in this clause 6, clause 8 and Schedule 2.

6.3 None of the limitations in Schedule 2 shall apply to any Claim to the extent that the Claim (or the delay in discovery of it) is the consequence of, or is increased as a consequence of, dishonest or deliberate misstatement or concealment or other fraud or fraudulent misrepresentation by the Seller or any director, officer or employee (or former officer or employee) of the Seller or any other member of the Seller Group.

6.4 Except in the case of fraud, wilful intent or gross negligence and as against any individual or entity who has acted fraudulently, the Seller agrees and undertakes with the Purchaser that neither it nor any other member of the Seller Group has any rights against, and will waive and shall not make any claim against, any director (other than, if applicable, the Norwegian based directors of the Company), officer, employee, adviser or agent of: (i) the Company; or (ii) any member of the Purchaser Group, on whom the Seller may have relied before agreeing to any term of this Agreement or any other Transaction Document or before entering into this Agreement or any other Transaction Document. Notwithstanding the provisions of clause 32, the provisions of this clause 6.4 may be relied upon and enforced by each individual or entity for whose benefit it is expressed or intended to be given.

6.5 In the event of a breach of any of the Warranties, the Seller shall, subject to the provisions of this clause and Schedule 2 and without prejudice to any other rights or remedies the Purchaser may otherwise have, compensate the Purchaser for all damages incurred by the Purchaser, its Affiliates and the Company in connection with such breach of Warranty, including payment in cash to the Purchaser of a sum equal to the aggregate of:


(a)	the amount which would be necessary to put the Company into the financial position which would have existed had there been no breach of the Warranty; and


(b)	all other damages suffered or incurred by the Purchaser or any of its Affiliates (including the Company), directly or indirectly, as a result of or in connection with the breach of Warranty.

6.6 The Seller undertakes to notify the Purchaser in writing promptly if it or any other member of the Seller Group becomes aware of any circumstance arising after the date of this

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Agreement which would cause any Warranty (if the Warranties were repeated with reference to the facts and circumstances then existing) to become untrue or inaccurate or misleading in any material respect.

6.7 If the Seller has a liability arising under a Seller Obligation, any amounts due in satisfaction of that liability shall be paid in full without deduction or retention (except as required by law or as otherwise expressly permitted under this Agreement). The Seller hereby waives and relinquishes any right of set-off or counterclaim which it may have in respect of the payment of any such amount.

7. PURCHASER WARRANTIES

The Purchaser hereby represents and warrants to the Seller that on the date of this Agreement each and every one of the statements set forth in Schedule 3 is true and accurate.

8. CONDUCT OF PURCHASER CLAIMS

8.1 If the Purchaser becomes aware of any claim or potential claim by a third party (a Third Party Claim) that might result in a Claim being made by the Purchaser, the Purchaser (subject to the Purchaser and each member of the Purchaser Group being indemnified and secured to the Purchaser’s reasonable satisfaction by the Seller against all reasonable out-of-pocket costs and expenses, including those of its legal advisers, incurred in respect of that Third Party Claim) shall:


(a)	as soon as reasonably practicable but in any event within 20 Business Days of becoming aware of such Third Party Claim, give notice of such Third Party Claim to the Seller and ensure that the Seller is given all reasonable information and facilities to investigate it;

(b)

not (and ensure that each member of the Purchaser Group shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior consultation with the Seller and shall ensure that any agreement or compromise shall at all times strike a fair balance between the interests of the Seller in keeping the damages as low as possible on one hand and the interests of the Purchaser in maintaining good business relationships with such third parties on the other hand; and


(c)	(subject to the Purchaser or the relevant member of the Purchaser Group being entitled to employ its own legal advisers) ensure that it and each member of the Purchaser Group shall take such action as the Seller may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim, save to the extent that to do so would:


(i)	breach any duty of confidentiality owed by the Purchaser or a member of the Purchaser Group to a third party; or


(ii)	prejudice the ability of the Purchaser to bring a claim against the Seller.

8.2 The rights of the Seller under clause 8.1(b) and (c) shall only apply to a Third Party Claim if the Seller gives notice to the Purchaser in writing of its intention to exercise its rights within 10 Business Days of the Purchaser giving notice of the Third Party Claim and also

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acknowledges that the Seller is liable, subject to the remaining provisions of this Agreement, for damages to the Purchaser arising from that Third Party Claim. If the Seller does not give notice during that period, the Purchaser shall be entitled in its absolute discretion to settle, compromise, or resist any action, proceedings or claim against any member of the Purchaser Group out of which that Third Party Claim may arise.

8.3 Neither the Purchaser nor any of its Affiliates shall be required to take any action or refrain from taking any action pursuant to clause 8.1 if the action or omission requested would, in the reasonable opinion of the Purchaser, be prejudicial to the business, including the commercial interests, reputation, goodwill or relationships, of the Purchaser or any of its Affiliates or to the Company, including its commercial interests, reputation, goodwill or relationships.

8.4 The Purchaser shall not be precluded from bringing any claim for breach of any of the terms of this Agreement by reason of any breach of the terms of this clause 8.1.

9. ESCROW

9.1 The Seller, the Purchaser and the Escrow Agent shall enter into the Escrow Agreement on Closing.

9.2 The Escrow Amount shall be held in the Escrow Account in accordance with the terms and conditions of this Agreement and the Escrow Agreement.

9.3 Subject to clause 9.4 below and the remaining provisions of this clause 9.3, the funds in the Escrow Account shall be retained for a period of 18 months from Closing (the Escrow Period). Subject to clause 9.4 below, the Purchaser and the Seller shall issue joint written instructions to the Escrow Agent to release to the Seller the funds in the Escrow Account in accordance with the terms of the Escrow Agreement and as follows:


(a)	on the first anniversary of the Closing Date (the First Release Date), the following amount shall be released to the Seller (solely if such amount is a positive number, it being agreed that no amount shall be released to the Seller if such amount is a negative number):


(i)	NOK 2,868,852,45; minus


(ii)	the total amount released from the Escrow Account to any person prior to the First Release Date; minus


(iii)	the aggregate amount of all outstanding Escrow Claims (if any) as of the First Release Date;


(b)	at the end of the Escrow Period (the Second Release Date), the following amount shall be released to the Seller (solely if such amount is a positive number, it being agreed that no amount shall be released to the Seller if such amount is a negative number):


(i)	the amount remaining in the Escrow Account as of the Second Release Date; minus

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(ii)	the aggregate amount of all outstanding Escrow Claims (if any) as of the Second Release Date.

9.4 To the extent that the Purchaser shall have notified the Seller of any Escrow Claim prior to the expiry of the Escrow Period and the amount of any such Escrow Claim shall have been Agreed or Determined, the Seller and the Purchaser shall immediately upon such Agreement or Determination issue joint written instructions to the Escrow Agent to pay the amount of such Claim from the Escrow Account or, if the aggregate amount in the Escrow Account is less than the amount of the liability, the aggregate amount then standing to the credit of the Escrow Account, to the Purchaser.

9.5 To the extent that the liability for or the quantum of any Escrow Claim or Escrow Claims notified shall not have been Agreed or Determined by the expiry of the Escrow Period (any such Claim, a Relevant Claim), then the amount of the Relevant Claim(s) shall be retained in the Escrow Account following expiry of the Escrow Period until such Relevant Claim(s) are Agreed or Determined. Immediately upon such amount being Agreed or Determined the Seller and the Purchaser shall issue joint written instructions to the Escrow Agent to pay the amount of any Relevant Claim(s) from the Escrow Account or, if the aggregate amount in the Escrow Account is less than the amount of the liability (as so Agreed or Determined), the aggregate amount then standing to the credit of the Escrow Account, to the Purchaser. Immediately once all such Relevant Claims have been so Agreed or Determined and paid to the Purchaser, the balance (if any) remaining in the Escrow Account shall be paid to the Seller.

9.6 Both the Seller and the Purchaser undertake to issue instructions for payment from the Escrow Account of the amounts due under the above clauses without delay.

10. NO RIGHTS OF RESCISSION OR TERMINATION

Other than in accordance with clause 3.7 or 5.3, neither party shall be entitled to rescind, dissolve or otherwise terminate this Agreement in any circumstances whatsoever (whether before or after Closing). This shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation or wilful intent.

11. TRADEMARK LICENSE

On Closing, the Seller, the Purchaser and Ciber Inc. shall enter into a trademark license agreement (Trademark License Agreement), in the Agreed Form attached hereto as Schedule 6.

12. TRANSITIONAL SERVICES

On Closing, the Seller and the Purchaser shall enter into a transitional services agreement (Transitional Services Agreement), in the Agreed Form attached hereto as Schedule 6.

13. TAX

13.1 The Seller hereby covenants with the Purchaser to indemnify the Purchaser on demand against any liability of the Company to make or suffer an actual payment of Tax:

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(a)	which arises in respect of or in consequence of:


(i)	any income, profits or gains earned, accrued or received (or deemed to be earned, accrued or received) on or before Closing; or


(ii)	any Event which occurs or occurred (or is deemed to occur or to have occurred) on or before Closing; or


(b)	which is properly attributable to the Seller; or


(c)	which is attributable to the loss or non-availability to any extent of any Relief included in the Last Accounts.

13.2 For the purpose of clauses 13.1(a) and (b) there shall be treated as an actual payment of Tax an amount equal to the amount of Tax saved in consequence of any use or set-off of:


(a)	any Relief arising to the Company in respect of an Event occurring or period ending after the Closing: or


(b)	any Relief included in the Last Accounts: or


(c)	any Relief arising to the Purchaser or any member of the Purchaser Group,

in circumstances where, but for such use or set off, the Company would have been liable to make an actual payment of Tax to which clause 13.1(a) or (b) would apply.

13.3 Clause 13.1(a) shall not apply if and to the extent that provision in respect of the liability to Tax is specifically provided or reserved for (and not released prior to Closing) in the Last Accounts.

13.4 The indemnity contained in this clause 13 shall extend to all costs and expenses reasonably incurred by the Purchaser or the Company in connection with a claim under this clause 13 or the subject matter of such a claim.

13.5 Any reference in this clause 13 to an Event which occurs or occurred (or is deemed to occur or have occurred) on or before Closing shall include a series or combination of Events the first of which occurred on or before Closing.

14. INSURANCE

14.1 From the date of this Agreement until 30 September 2016 (the Insured Period), the Seller shall (and shall ensure that each of its Affiliates shall), at the Company's cost from the Closing Date until the expiry of the Insured Period and at actual cost without any mark-up, continue in force and comply with all policies of insurance, including, for the avoidance of doubt, any workers compensation insurance, maintained by them in respect of the Company (including in respect of each of the Properties, except for those Properties where there is a lease and there is an obligation on the landlord to insure).

14.2 If any insured event occurs before the expiry of the Insured Period in relation to the Company or its business or assets, the Seller shall use all reasonable efforts to make recovery under the relevant policy prior to the expiry of the Insured Period. To the extent that recovery

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is made, the Seller shall ensure that the proceeds are applied to restore or replace the relevant insured asset(s) or passed to the Purchaser on the last day of the Insured Period.

14.3 From the expiry of the Insured Period, the Seller shall ensure that all insurance policies which are in force at the expiry of the Insured Period continue in force on the same terms to the extent that (i) they provide cover in relation to the carrying on of the business of the Company before the expiry of the Insured Period and/or any matter or event occurring in relation to any assets of the Company before the expiry of the Insured Period and (ii) under their respective terms, claims can still be made or pursued after the expiry of the Insured Period. The claims that will be made or pursued by or on behalf of the Purchaser Group under the insurance policies (together the Permitted Claims) will include those that have already been notified to the relevant insurer(s) before the expiry of the Insured Period and are pending or outstanding at the expiry of the Insured Period and any additional claims that are notified to the relevant insurer(s) on or before the second anniversary of the Closing.

14.4 The Seller shall ensure that each member of the Seller Group shall take such steps as the Purchaser reasonably requires to make and/or pursue any Permitted Claim (including giving notice of the claim to the insurer at the request of the Purchaser) or to assist any member of the Purchaser Group in making the claim, and shall pay to the Purchaser any proceeds actually received within 5 Business Days of their receipt after deducting (in either case) all costs reasonably incurred by the Seller or relevant member of the Seller Group in recovering such proceeds.

14.5 Upon the expiry of the Insured Period, and subject to the provisions of clause 14.3 above, all insurance cover arranged in relation to the business or assets of the Company by the Seller Group (whether under policies maintained with third party insurers or other members of the Seller Group) shall cease (other than in relation to insured events taking place before the expiry of the Insured Period) and no member of the Purchaser Group shall make any claim under any such policies in relation to insured events arising after the expiry of the Insured Period.

15. PAYMENT OF INTER-COMPANY DEBT

The provisions of Schedule 8 shall apply in respect of the payment of Inter-Company Debt.

16. PROTECTIVE COVENANTS POST-CLOSING

16.1 Except as permitted pursuant to clause 17, the Seller shall ensure that neither it nor any of its Affiliates shall (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged or concerned or interested economically or otherwise in any manner in any Competing Business in Norway for a period of 3 years after the Closing Date. For this purpose Competing Business means a business which competes with any business carried on during the 12 months preceding the Closing Date by the Company.

16.2 Neither the Seller nor any of its Affiliates shall (whether alone, jointly with another, directly or indirectly), for 2 years after Closing, offer to employ or seek to entice away from the Company, the Purchaser or any member of the Purchaser Group, or conclude any contract for services with, any person who was employed by the Company at any time during the 12 months ending on the date of this Agreement.

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16.3 Each of the undertakings in clauses 16.1 and 16.2 is given to the Purchaser and to each of its Affiliates. The Seller acknowledges that each is an entirely independent restriction and is no greater than is reasonably necessary to protect the interests of the Purchaser and its Affiliates. If any such restriction shall be held void or unenforceable but would be valid if deleted in part or reduced in its application, then that restriction shall apply with such modifications as may be necessary to make it valid and effective.

17. POST‑CLOSING UNDERTAKINGS

17.1 For 7 years following the Closing Date, and subject to the provisions of clause 20:

(a)

each member of the Purchaser Group shall provide the Seller (at the Seller’s cost) with reasonable access at reasonable times to (and the right to take copies of) the books, accounts, customer lists and all other records held by it after Closing to the extent that they relate to the Company and to the period up to Closing (the Purchaser Records), and such other information, assistance and access to records and personnel as it reasonably requires, but only for the purposes of the preparation of any reasonable accounting records, Tax return or regulatory filing by the Seller (or any member of the Seller Group) or as may be reasonably required for the performance by the Seller of its obligations under the Transaction Documents;

(b)

each member of the Seller Group shall provide the Purchaser (at the Purchaser’s cost) with reasonable access at reasonable times to (and the right to take copies of) the books, accounts, customer lists and all other records held by it after Closing to the extent that they relate to the Company (the Seller Records), and such other information, assistance and access to records and personnel as it reasonably requires, but only for the purposes of the preparation of any reasonable accounting records, Tax return or regulatory filing by the Purchaser (or any member of the Purchaser Group) or as may be reasonably required for the performance by the Purchaser of its obligations under the Transaction Documents.

(c)

no member of the Purchaser Group shall dispose of, or destroy any of, the Purchaser Records necessary for the preparation of any reasonable accounting records, any Tax return or regulatory filing by the Seller (or any member of the Seller Group) or as may be reasonably required for the performance by the Seller of its obligations under the Transaction Documents without first giving the Seller at least 2 months’ notice of its intention to do so and giving the Seller a reasonable opportunity to remove and retain any of them (at the Seller’s expense); and

(d)

no member of the Seller Group shall dispose of, or destroy any of, the Seller Records necessary for the preparation of any reasonable accounting records, any Tax return or regulatory filing by the Purchaser (or any member of the Purchaser Group) or as may be reasonably required for the performance by the Purchaser of its obligations under the Transaction Documents without first giving the Purchaser at least 2 months’ notice of its intention to do so and giving the Purchaser a reasonable opportunity to remove and retain any of such records (at the Purchaser’s expense).

17.2 Following the Closing Date:


(a)	notwithstanding the obligations of clause 8, each member of the Purchaser Group shall (at the Seller’s expense, to the extent the costs are reasonable) give such assistance to

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any member of the Seller Group (including access to records and personnel) as the Seller may reasonably request in relation to any third party proceedings by or against any member of the Seller Group so far as they relate to the Company, including proceedings relating to employees’ claims or Taxation; and


(b)	the Seller shall promptly give to the Purchaser all written notices, correspondence, information or enquiries received by it in relation to the Company; and


(c)	the Purchaser shall promptly give to the Seller all written notices, correspondence, information or enquiries received by it in relation to any business of the Seller Group not being the Company.

17.3 If, during a period of 18 months following the Closing Date:

(a)

any member of the Seller Group receives any correspondence or amount which is part of or relates to the Company (including, for the avoidance of doubt, any payments received into a bank account of the Seller or any member of the Seller Group for any receivables or Trade Debtors belonging to the Company), the Seller shall, as soon as practicable and in any event within 48 hours, ensure that such correspondence or amount (together with any benefit or sum, net of Tax and other out of pocket expenses, accruing to any member of the Seller Group as a result of holding that correspondence or amount since Closing) is transferred to such member of the Purchaser Group as the Purchaser shall specify, at no cost. The Purchaser shall provide such assistance to the Seller as the Seller reasonably requires for this purpose;

(b)

any member of the Purchaser Group receives any correspondence or amount which is not part of and does not relate to the Company but rather belongs to any member of the Seller Group, the Purchaser shall, as soon as practicable and in any event within 48 hours, ensure that such correspondence or amount (together with any benefit or sum, net of Tax and other out of pocket expenses, accruing to any member of the Purchaser Group as a result of holding that correspondence or amount since Closing) is transferred to such member of the Seller Group as the Seller shall specify, at no cost. The Seller shall provide such assistance to the Purchaser as the Purchaser reasonably requires for this purpose.

17.4 The Purchaser agrees that it shall, in relation to any contracts to which the Company is a party as at the Closing and that provide for services to be rendered by any member of the Seller Group outside Norway (the Foreign Business Contracts), for the first 6 months after the Closing Date (the Foreign Business Contracts Period), continue to engage the relevant members of the Seller Group to render the relevant services outside of Norway, provided that:


(a)	the services shall be to a standard and level which is equivalent to the standard and level enjoyed in the 12 months prior to the Closing Date;


(b)	the relevant member of the Seller Group complies with its obligations under the applicable Foreign Business Contract;


(c)	the Seller and the relevant member of the Seller Group indemnifies the Purchaser against any claims or losses suffered by or against the Purchaser arising from or as a result of the conduct of the relevant member of the Seller Group under the relevant Foreign Business Contract; and

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(d)	between the Closing Date and the end of the Foreign Business Contracts Period, the parties shall negotiate in good faith whether and, if so, on which terms the relevant members of the Seller Group will continue to render services under the Foreign Business Contracts after the end of the Foreign Business Contracts Period.

17.5 The parties furthermore agrees that where any customer contract, that is already in effect as at Closing and has been entered into between any member of the Seller Group (other than the Company), on the one hand, and a non-Norwegian client, on the other hand (each such contract a Foreign Seller Contract), provides for part of the services under such Foreign Seller Contract to be rendered in Norway (for example to such non-Norwegian client's Norwegian subsidiaries), the Seller or the relevant member of the Seller Group shall offer the Purchaser the opportunity to provide the relevant services in Norway on a sub-contracting basis via the Company, it being understood that:


(a)	the services shall be to a standard and level which is equivalent to the standard and level enjoyed in the 12 months prior to the Closing Date;


(b)	the Purchaser indemnifies the Seller against any claims or losses suffered by or against the Seller arising from or as a result of the conduct of the Purchaser under the relevant Foreign Seller Contract;


(c)	the Seller and the members of the Seller Group shall not implement or agree to the amendment or variation of any Norwegian element of a Foreign Seller Contract without the prior written consent of the Purchaser; and


(d)	the Seller and the members of the Seller Group shall not negotiate or enter into any new contract which provides for part of the services to be rendered in Norway or agree to the extension of any Foreign Seller Contract without the prior written consent of the Purchaser.

If the Purchaser informs the Seller that it does not want to or cannot provide the relevant services in Norway on a sub-contracting basis, or if the Purchaser does not respond to such offer within 15 Business Days, the Seller or the relevant member of the Seller's Group shall be entitled to provide such services in Norway and the non-compete obligations included in clause 16 shall not apply in respect of those services.

17.6 Following Closing, the details and accounting treatment in the Company’s books of account of the pension assets and liabilities of the Company and the treasury stock and restricted stock units of the Company, including any off-balance sheet pension assets and liabilities or stock (collectively the Balance Sheet Items), shall be confirmed in accordance with the provisions of Schedule 13 (the Accounting Review). To the extent that the Accounting Review results in a valuation or accounting treatment for any of the Balance Sheet Items which is different to that recorded in the Company’s books of account as at the date hereof, any such revaluations shall, to the extent relevant to the preparation of the Closing Statement and the financial items relevant thereto, be taken as the value or treatment of those items for purposes of the Closing Statement.

18. PAYMENTS

18.1 Subject to any provision of this Agreement to the contrary, any payment to be made pursuant to this Agreement by the Purchaser (or any member of the Purchaser Group) to the

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Seller shall be made to the Seller’s Bank Account. The Seller agrees to pay each member of the Seller Group that part of each payment to which it is entitled.

18.2 Any payment to be made pursuant to this Agreement by the Seller (or any member of the Seller Group) shall be made to the Purchaser’s Bank Account. The Purchaser agrees to pay each member of the Purchaser Group that part of each payment to which it is entitled.

18.3 Payment under clauses 18.1 and 18.2 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due shall be an effective discharge of the relevant payment obligation.

18.4 If any sum due for payment in accordance with this Agreement (a Due Sum) is not paid on the due date for payment (the Due Date), the person in default shall pay Default Interest on that sum from but excluding the Due Date to and including the date of actual payment calculated on a daily basis.

18.5 All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, save only as provided in this Agreement or as required by law.

18.6 All payments required to be made by the Purchaser to the Seller in terms of this agreement and expressed in NOK shall be converted from NOK to United States Dollars at the US Exchange Rate and shall be paid by the Purchaser in United States Dollars. All payments required to be made by the Seller to the Purchaser or by the Purchaser to the Company (cf. payment of the Excluded Inter-Company Debt in accordance with Schedule 5), shall be made in NOK.

19. ANNOUNCEMENTS

Notwithstanding clause 20, neither the Seller nor the Purchaser (nor any of their respective Affiliates) shall make any announcement or issue any circular or press release in connection with the existence or subject matter of this Agreement (or any of the other Transaction Documents) without the prior written approval of the other (such approval not to be unreasonably withheld or delayed). To the extent permitted by laws or regulations, the foregoing also applies in case the announcement or circular is required by law, by any stock exchange or any regulatory or other supervisory body or authority of competent jurisdiction, whether or not the requirement has the force of law. To the extent not permitted by such laws or regulations, the party making the announcement or issuing the circular shall use its reasonable efforts to consult with the other party in advance as to its form, content, and timing, and the only contents of such announcement shall be as required by law.

20. CONFIDENTIALITY

20.1 For the purposes of this clause 20:


(a)	Confidential Information means:


(i)	(in relation to the obligations of the Purchaser) any information received or held by the Purchaser (or any of its Representatives) relating to the Seller Group or, prior to Closing, to the Company; or

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(ii)	(in relation to the obligations of the Seller) any information received or held by the Seller (or any of its Representatives) relating to the Purchaser Group or, following Closing, to the Company; and


(iii)	information relating to the provisions and subject matter of, and negotiations leading to, this Agreement and the other Transaction Documents;

and includes written information and information transferred or obtained orally, visually, electronically or by any other means and any information which the party has determined from such information;


(b)	Representatives means, in relation to a party, its respective Affiliates and the directors, officers, employees, agents, advisers, accountants and consultants of that party and/or of its respective Affiliates.

20.2 Each of the Seller and the Purchaser shall (and shall ensure that each of its Representatives shall) maintain Confidential Information in confidence and not disclose that Confidential Information to any person except (i) as this clause 20 permits or (ii) as the other party approves in writing.

20.3 Clause 20.2 shall not prevent disclosure by a party or its Representatives to the extent that it can demonstrate that:

(a)

disclosure is required by law or by any stock exchange or any regulatory, governmental or antitrust body (including any Tax Authority) having applicable jurisdiction (provided that, except in connection with disclosure to a Tax Authority, the disclosing party shall first inform the other party of its intention to disclose such information and take into account the reasonable comments of the other party);


(b)	disclosure is of Confidential Information which was lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held;


(c)	disclosure is of Confidential Information which has previously become publicly available other than through that party’s fault (or that of its Representatives);


(d)	disclosure is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other Transaction Document.

20.4 Each of the Seller and the Purchaser undertakes that it (and its Affiliates) shall only disclose Confidential Information to Representatives if it is reasonably required for purposes connected with this Agreement and only if the Representatives are informed of the confidential nature of the Confidential Information.

20.5 If this Agreement terminates, the Purchaser shall as soon as practicable on request by the Seller:


(a)	return to the Seller all written documents and other materials relating to the Seller, the Company or this Agreement (including any Confidential Information) which the Seller (or its Representatives) have provided to the Purchaser (or its Representatives) without keeping copies of them;

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(b)	destroy all information or other documents derived from such Confidential Information; and


(c)	so far as it is practicable to do so, expunge such Confidential Information from any computer, word processor or other device.

21. ASSIGNMENT

21.1 Except as provided in this clause 21 or unless the Seller and the Purchaser specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

21.2 The Purchaser may assign the benefit of this Agreement and/or of any other Transaction Document to which it is a party (in whole or in part) to, and it may be enforced by, any Permitted Assignee as if it were the Purchaser under this Agreement. Any Permitted Assignee to whom an assignment is made in accordance with the provisions of this clause 21 may itself make an assignment as if it were the Purchaser under this clause 21. Regardless of any such assignment, the Purchase shall remain fully liable towards the Seller. In the event that a Permitted Assignee to whom an assignment has been made in accordance with the provisions of this clause 21.2 ceases to be a Permitted Assignee (i.e. a member of the Purchaser Group), the Permitted Assignee must assign the benefits of this Agreement and/or any other relevant Transaction Document to which it is party (in whole or in part) to a Permitted Assignee no later than at the date it ceases to be a Permitted Assignee. For this purpose, a Permitted Assignee means any member or members of the Purchaser Group.

21.3 The Purchaser may assign its rights under this Agreement and/or under any other Transaction Document to which it is a party by way of security to any bank(s) and/or financial institution(s) lending money or making other banking facilities available to the Purchaser for the acquisition of the Shares.

21.4 Any purported assignment in contravention of this clause 21 shall be void.

22. FURTHER ASSURANCES

22.1 Each of the Seller and the Purchaser shall perform (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary to implement and give effect to this Agreement.

22.2 Each of the Seller and the Purchaser shall procure that its Affiliates comply with all obligations under this Agreement which are expressed to apply to any such Affiliates.

23. COSTS

Except as otherwise provided in this Agreement (or any other Transaction Document), the Seller and the Purchaser shall each be responsible for its own costs, charges and other expenses (including those of its Affiliates) incurred in connection with the Proposed Transaction.

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24. NOTICES

24.1 Any notice in connection with this Agreement shall be in writing in English and delivered by hand, registered post or courier using an internationally recognised courier company, or by email. A notice shall be effective upon receipt and shall be deemed to have been received: (i) at the time of delivery, if delivered by hand, registered post or courier; or (ii) if delivered by email, at the time of sending.

24.2 The addresses of the parties for the purpose of clause 24.1 are:



Seller	Address:	Email:
For the attention of: Christian Mezger Chief Financial Officer	6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado, USA	CMezger@ciber.com
With a copy to: Sean Radcliffe Senior Vice President, General Counsel and Corporate Secretary	6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado, USA	SRadcliffe@ciber.com
Purchaser	Address:	Email:
For the attention of: Maalfrid Brath	Tordenskiolds gate 2, 0160 Oslo	Maalfrid.Brath@manpowergroup.no
With a copy to: Emily Gleeson Director of Legal Affairs EMEA. ManpowerGroup	The Helicon One South Place, London EC2M 2RB	Emily.Gleeson@manpowergroup.com

24.3 A party may notify the other party of a change to its name, relevant addressee, address or email address for the purpose of this clause 24, provided that such notice shall only be effective upon:


(a)	the date specified in such notice as the date on which the change is to take place; or


(b)	if, in such notice, no date is specified or the date to be specified is less than 5 Business Days after the date on which such notice is given, the date following 5 Business Days after such notice has been given.

25. CONFLICT WITH OTHER AGREEMENTS

If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail (as between the parties to this Agreement and as between the Seller and any members of the Purchaser Group) unless such other agreement expressly states that it overrides this Agreement in the relevant respect.

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26. WHOLE AGREEMENT

26.1 This Agreement and the other Transaction Documents together set out the whole agreement between the parties in respect of the sale and purchase of the Shares and supersede any prior agreement (whether oral or written) relating to the Proposed Transaction.

27. WAIVERS, RIGHTS AND REMEDIES

27.1 Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

28. EFFECT OF CLOSING

Notwithstanding Closing (i) each provision of this Agreement and any other Transaction Document not performed at or before Closing but which remains capable of performance (ii) the Warranties and (iii) all covenants, indemnities and other undertakings and assurances contained in or entered into pursuant to this Agreement or any other Transaction Document, will remain in full force and effect and (except as otherwise expressly provided) without limit in time.

29. COUNTERPARTS

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

30. VARIATIONS

No amendment of this Agreement (or of any other Transaction Document) shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to it.

31. INVALIDITY

Each of the provisions of this Agreement and the other Transaction Documents is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

32. THIRD PARTY ENFORCEMENT RIGHTS

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Except as expressly stipulated in this Agreement, this Agreement shall not grant any right to persons who are not a party to this Agreement. To the extent this Agreement expressly grants rights to third parties, the parties to this Agreement shall be permitted to change or exclude such rights at any time without the consent of the respective third party.

33. MITIGATION

Nothing in this Agreement shall be deemed to relieve the Purchaser from any duty under applicable law to mitigate any loss or damage incurred by it as a result of a Claim.

34. GOVERNING LAW AND JURISDICTION

34.1 This Agreement, including the arbitration provision contained in this clause 34, shall be governed by and construed in accordance with the laws of Norway.

34.2 All disputes between the parties hereto arising under or in connection with this Agreement or further agreements resulting from this Agreement, including all disputed claims for breach by any party of any representation, warranty, undertaking or covenant under this Agreement (a Dispute), shall be finally resolved by arbitration in accordance with the provisions of the Norwegian Arbitration Act dated 14 May 2004, no. 25 (the Arbitration Act) as supplemented and modified by the provisions of this Agreement, provided always that the parties have the right to submit any such dispute in summary proceedings to any court of competent jurisdiction of Oslo, Norway (i) for provisional relief pending the outcome of arbitration, including provisional injunctive relief or arrest or other pre-judgment attachment of assets, or (ii) to compel arbitration or enforce any arbitral award and the right to obtain seizure. The arbitrators, who shall be appointed in accordance with the Arbitration Act and this Agreement, shall decide according to the rules of the law. The arbitral tribunal shall consist of 3 arbitrators, each of whom shall be fluent in English. The arbitral proceedings shall be conducted in the English language. Each party shall nominate one arbitrator. The third arbitrator shall be jointly nominated by the arbitrators nominated by the parties, and shall act as chairman of the arbitration tribunal. The place of arbitration shall be the Municipality of Oslo.

Schedule 1

SELLER WARRANTIES

Part A : General/Commercial

1. THE SELLER GROUP AND THE SHARES

1.1 Authorisations, valid obligations, filings and consents

(a)

The Seller, the Company and each other relevant member of the Seller Group, has obtained all corporate authorisations and (other than to the extent relevant to the Conditions) all other governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and any other Transaction Document to which it

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is a party, subject to the provisions of clause 3 of this Agreement, and in particular the required consent from Wells Fargo Bank, N.A.

(b)

Entry into and performance by each member of the Seller Group and the Company of this Agreement and/or any Transaction Document to which it is a party will not: (i) breach any provision of its constitutional documents; or (ii) (subject to fulfilment of the Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority.


(c)	This Agreement and the Transaction Documents will, when executed, constitute valid and binding obligations of each relevant member of the Seller Group and the Company.

(d)

Except for filing to the U.S. Securities and Exchange Commission and as otherwise referred to in this Agreement, no member of the Seller Group (i) is required to make any announcement, consultation, notice, report or filing or (ii) requires any consent, approval, registration, authorisation or permit, in each case in connection with the execution and performance of this Agreement or any other Transaction Document.

1.2 Details of the Shares and the Company


(a)	The Seller and the Company are validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and the Company has full power to conduct its business as conducted at the date of this Agreement.


(b)	The Seller is the sole owner of the Shares free from all Third Party Rights. The Seller is entitled to transfer or procure the transfer of the full ownership of the Shares to the Purchaser on the terms set out in this Agreement.


(c)	The Shares constitute the whole of the issued and allotted or, to the extent appropriate, registered, share capital of the Company. All the Shares are fully paid or properly credited as fully paid and there is no liability to pay any additional contributions on the Shares.


(d)	No person has the right (exercisable now or in the future and whether contingent or not) to call for the allotment or issue of any share or loan capital in the Company.


(e)	The Company owns or is entitled to possess or use (when taken together with the services provided under the Transitional Services Agreement and for such period as such services are so provided) all the assets that are being used to carry on the business of the Company as it has been carried on in the 12 months prior to Closing.


(f)	The information in the Company's articles of association, company certificate and shareholders' book as set out in the Data Room is true, accurate and not misleading.

1.3 Other interests. The Company does not own or have any interest of any nature in any shares, debentures or other securities issued by any undertaking.

2. FINANCIAL MATTERS

2.1 The Last Accounts. The Last Accounts give a true and fair view of the state of affairs of the Company, and its assets and liabilities as at the Last Accounts Date and of the results

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thereof for the financial year ended on the Last Accounts Date. Furthermore, the Last Accounts were prepared in accordance with Norwegian GAAP.

2.2 Management Accounts. The Management Accounts of the Company for all periods ended after the Last Accounts Date to which they relate were properly prepared in all material respects using accounting policies consistent with those adopted in the preparation of the Last Accounts. On the basis of the accounting bases, practices and policies used in their preparation and having regard to the purpose for which they were prepared, the Management Accounts:


(a)	are not misleading in any material respect;


(b)	do not materially overstate the value of the assets nor materially understate the liabilities of the Company as at the dates to which they were drawn up; and


(c)	do not materially overstate the profits or materially understate the losses of the Company in respect of the periods to which they relate.

In the context of this paragraph 2.2, material and materially shall be deemed to refer to facts, matters, circumstances, issues or events which have or the absence of which would have an aggregate cost, benefit or value to the Company of more than NOK 100,000.

2.3 Past transactions in accordance with applicable laws. Whilst it has been a subsidiary of the Seller, the Company has in all material respects carried out all transactions in accordance with all applicable laws and regulations. To the Seller's knowledge, no such transaction constituted a transfer at an undervalue or an unlawful distribution or unlawful financial assistance by or to the Company. At no time during the period have the net assets (being the aggregate value of all the assets less the aggregate value of all the liabilities of the relevant company at the relevant time) of the Company been less than the aggregate amount of its share capital and undistributable reserves.

2.4 Position since Last Accounts Date. Since the Last Accounts Date:


(a)	there has been no Material Adverse Change;


(b)	the Company has carried on in the ordinary and usual course;


(c)	the Seller and the Company has not acquired or disposed of, or agreed to acquire or dispose of, any one or more of the assets of the Company; and


(d)	the Company has not made any changes in terms of employment, including pension fund commitments, which would be inconsistent with the provisions of Schedule 4.

2.5 No undisclosed liabilities. There are no actual or contingent liabilities of the Company (whether or not those liabilities are required to be disclosed or provided for in accordance with generally accepted accounting principles) except for (i) liabilities disclosed or provided for in the Last Accounts (ii) liabilities incurred in the ordinary and usual course of business since the Last Accounts Date which, taken together, do not result in a Material Adverse Change or (iii) liabilities disclosed elsewhere in the Disclosed Information.

2.6 Accounting and other records. The statutory books, books of account and other records of the Company required to be kept by applicable laws are up-to-date and have been maintained

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in accordance with those laws and relevant generally accepted accounting practices on a proper and consistent basis and comprise in all material respects complete and accurate records of all information required to be recorded.

3. DEBT POSITION

3.1 Debts owed to the Company. The Company has not lent any money which is due to be repaid and as at the date of this Agreement has not been repaid to it and the Company does not own the benefit of any debt (whether trading or otherwise) save as set out in the Disclosure Letter. For the avoidance of doubt, the Company shall not have any Inter-Company Debt after Closing, save for the Excluded Inter-Company Debt and Day-to-Day Inter-Company Debt Balances.

3.2 Book debts. The book debts shown in the Last Accounts have realised their nominal amount less any specific provision for bad or doubtful debts included in the Last Accounts. The book debts incurred by the Company since the Last Accounts Date and which are outstanding as at the date of this Agreement will realise within 3 months from that date not less than 95 per cent. of their nominal amount.

3.3 Debts owed by the Company.


(a)	The Company does not owe any Financial Debt other than moneys borrowed from third parties (which do not exceed NOK 100,000 in aggregate and details of which are set out in the Disclosure Letter).


(b)	The Company has not received any notice to repay any Financial Debt which is repayable on demand.


(c)	No Financial Debt of the Company has become due and payable, or capable of being declared due and payable, before its normal or originally stated maturity and neither the Company nor any member of the Seller Group has received a demand or other notice requiring any Financial Debt of the Company to be paid or repaid before its normal or originally stated maturity.


(d)	No event of default or any other event or circumstance which would entitle any person to call for early repayment of any Financial Debt of the Company or to enforce any security given by the Company (or, in either case, any event or circumstance which with the giving of notice would constitute such an event or circumstance) has occurred.


(e)	Save as set out in the Disclosure Letter, trade debts incurred by the Company in the ordinary course of its business since the Last Accounts Date and outstanding at the date of this Agreement do not exceed NOK 100,000 in aggregate for the Company (and none of them individually exceeds NOK 50,000).

3.4 Third Party Assurances. There are no Third Party Assurances given by or in favour of the Company or in respect of any of its assets or liabilities.

4. REGULATORY MATTERS

4.1 Licences. The Disclosed Information contains a complete and correct list of the licences, permissions, authorisations (public or private) or consents (together, Approvals) required for

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carrying on the business of the Company effectively in the places and in the manner in which it is carried on at the date of this Agreement in accordance with all applicable laws and regulations. These Approvals are in full force and effect in accordance with their terms and have been complied with. To the Seller's best knowledge, there are no circumstances which indicate that any Approval will or is reasonably likely to be revoked or not renewed, in whole or in part, in the ordinary course of events (whether as a result of the Proposed Transaction or any of the Transaction Documents or otherwise).

4.2 Compliance with laws. The Company has at all times conducted its business and corporate affairs in accordance with its articles of association or other equivalent constitutional documents and in accordance with all applicable laws and regulations in all material respects and there has been no material default order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction which applies to the Company.

5. BUSINESS ASSETS

5.1 Business. The Company owns or has legal valid right to use all assets used in the business of the Company, such assets are free from all Third Party Rights and consists of all assets that are necessary to carry on the business of the Company in the same manner as it was carried on prior to Closing.

5.2 Possession. The assets used in the business of the Company are in the possession or under control of the Company. The Company has not disposed of, or agreed to dispose of, any such assets.

5.3 Insurances. The Disclosed Information contains a complete and correct list of the insurance maintained in respect of the Company and its assets, together with details of all claims in excess of NOK 50,000 under any policy of insurance made by the Company in the 3 years before the date of this Agreement.

6. CONTRACTUAL MATTERS

6.1 Largest customers and suppliers. The Disclosed Information contains a complete and correct list of the 20 largest customers and the 20 largest suppliers of the Company.

6.2 Material Agreements. All agreements with an annual value in excess of NOK 150,000 to which the Company is a party (the Material Agreements) have been disclosed in the Disclosed Information. Each agreement is listed in the appropriate category or categories, in each case specifying the relevant counterparty.

6.3 Key terms Material Agreements:


(a)	all Material Agreements were concluded on standard market terms and conditions and establish valid and enforceable rights of the Company;


(b)	none of the Material Agreements has been terminated;


(c)	the Company has not given or received any notice of ordinary or extraordinary termination to or from any counterparty with respect to any Material Agreement; or

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(d)	except as disclosed in the Disclosed Information, none of the Material Agreements may be terminated as a consequence of the entry into and performance of the Transaction Documents; or


(e)	to the best of the Seller's knowledge, no circumstances are reasonably foreseeable due to which a Material Agreement could be terminated for good cause or otherwise be subject to extraordinary termination.

6.4 Defaults. In the last 24 months prior to the date of this Agreement, neither the Seller nor the Company or any counterparty to any Material Agreement has breached a material obligation under a Material Agreement. To the Seller's best knowledge none of the aforementioned parties is currently in performance default or will be in default as a result of the entry into and performance of the Transaction Document.

7. LITIGATION AND INVESTIGATIONS

7.1 Except as disclosed in the Disclosed Information and other than any proceedings for collection of debts arising in the ordinary course, the Company is not involved as a party in any litigation, arbitration or contentious administrative proceedings and no such proceedings have been threatened in writing by or against the Company, and to the best of the Seller's knowledge, except as disclosed in the Disclosed Information, there are no circumstances existing which are likely to lead to any such proceedings in respect of the Company.

7.2 No governmental, administrative, regulatory or other official investigation or inquiry concerning the Company or its business or assets is in progress or pending and to the best of the Seller's knowledge there are no circumstances likely to lead to any such investigation or inquiry.

8. INSOLVENCY ETC.

8.1 Winding up. No order has been made, petition presented or meeting convened for the winding up of the Seller, the Company or any parent company of them, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors, and there are no cases or proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable laws, would be reasonably likely to justify any such cases or proceedings.

8.2 Administration and receivership. No person has taken any step, legal proceeding or other procedure with a view to the appointment of an administrator, whether out of court or otherwise, in relation to the Seller, the Company or any parent company of them, and no receiver (including any administrative receiver) has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of the Company nor has any such order been made (including, in any relevant jurisdiction, any other order by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by a court, governmental agency or similar body).

8.3 Voluntary arrangement etc. None of the Seller, the Company or any parent company of them has taken any step with a view to a suspension of payments or a moratorium of any indebtedness or has made any voluntary arrangement with any of its creditors or is insolvent or unable to pay its debts as they fall due.

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8.4 Registration of charges. All material charges in favour of the Company required to be registered have been so registered to comply with all necessary formalities as to registration or otherwise in any applicable jurisdiction.

Part B : IP/IT

1. Owned IP. The Company does not own any Owned IP.

2. Business IP.


(a)	The Company is the sole legal and beneficial owner of all of the rights and interests in, or has validly licensed to it, all of the Business IP.

(b)

The Business IP, the Intellectual Property Rights that are licensed to the Company by third parties and the Intellectual Property Rights that are acquired by or made available to the Company together comprise all of the Intellectual Property Rights that are required to carry on the business of the Company after Closing as it was carried on at the date of this Agreement and in the 6 months before the date of this Agreement.

3. Licences. All list of all licences of Intellectual Property Rights granted to, and by, the Company are disclosed in the Disclosed Information. They are in force. So far as the Seller is aware, none of the parties to them is in default and there are no grounds on which they might be terminated. No disputes have arisen or, far as the Seller is aware, are foreseeable in connection with them.

4. No infringement. None of the operations of or in connection with the Company infringe, or have in the 18 months before the date of this Agreement infringed, the Intellectual Property Rights of a third party. So far as the Seller is aware, no third party is infringing the Business IP.

5. Confidential Information. All Proprietary Information has been kept confidential and has not been disclosed to third parties except in the ordinary course of business and subject to written confidentiality obligations from the third party. These confidentiality obligations are in force and, so far as the Seller is aware, have not been breached. For the purposes of this paragraph, Proprietary Information means confidential information (in any form) relating to, held by or used by the Company, including:


(a)	information relating to Company’s financial or trading position, assets, customers, suppliers, employees, operations, processes, products, plans or market opportunities;


(b)	know-how, trade secrets, technical information or software; and


(c)	findings, data or analysis derived from anything in sub-paragraphs (a) or (b).

6. Encumbrances. The Business IP is not subject to any Third Party Right.

7. Information technology.


(a)	The Disclosed Information contains a complete and correct list of the IT Systems.


(b)	All of the IT Systems are owned by, or validly licensed, leased or supplied under IT Contracts to, the Company.

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(c)	All of the IT Systems are maintained and supported by the Company or by a third party under an IT Contract.


(d)	Listing of all material IT Contracts have been fairly disclosed in the Data Room.


(e)	So far as the Seller is aware, there are no circumstances in which the ownership, benefit or right to use the IT Systems might be lost, or rendered liable to termination, by virtue of the entry or the performance of the Transaction Documents.

(f)

In the 18 months before the date of this Agreement, the IT Systems have not failed to any material extent and so far as the Seller is aware the data that they process has not been corrupted or compromised. The Seller and the Company have implemented measures in accordance with best industry practice designed to prevent the IT Systems from being affected by viruses, bugs or other things that might distort their proper functioning, permit unauthorised access or disable them without the consent of the user.


(g)	The business of the Company has not adopted a business continuity and disaster recovery plan.

(h)

The IT Systems that are (i) owned by the Company; (ii) licensed, leased or supplied to the Company under IT Contracts; or (iii) acquired by or made available to the Company under this Agreement and the Transaction Documents together comprise all the IT Systems that are required to carry on the business of the Company after Closing as they were carried on at the date of this Agreement and in the last 6 months.

8. Data protection. The Company complies, and has at all times within the 24 months before the date of this Agreement complied, with all applicable data protection laws, guidelines and industry standards. The Company has not received any notice or allegation that the Company has not complied with any applicable data protection laws, guidelines and industry standards.

Part C : Real Estate

1. General. The Properties comprise all the land and buildings leased, controlled, occupied or used by the Company. The information in respect of the Properties set out in the Disclosed Information is accurate in all respects, and the Company is in possession of the original title deeds in respect of the freehold Properties, copies of which are included in the Data Room as Folder 6 (Property).

2. Possession and occupation. The Company is in possession of the whole of each of the Properties and save as disclosed in the Disclosed Information no other person is in or actually or conditionally entitled to possession, occupation, use or control of any of the Properties.

3. Adverse Interests.


(a)	no Property is subject to any matter which affects the Company’s ability to continue to carry on its existing business from that Property as at present; and


(b)	the Company is not in breach of any covenant, restriction, condition or obligation (whether statutory or otherwise) which affects the Properties.

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4. Outgoings. The Properties are not subject to the payment of any outgoings other than the usual rates and taxes and, in the case of leaseholds, rent, insurance rent and service charge.

5. Leasehold Properties. In relation to those Properties which are leasehold:


(a)	there are no subsisting notices alleging a material breach of any covenants, conditions and agreements contained in the relevant leases, on the part of the tenant;


(b)	no rent is currently under review;


(c)	the Company has not commuted any rent or other payment or paid any rent or other payment ahead of the due date for payment;


(d)	no surety has been released, expressly or by implication; and


(e)	no tenancy is being continued after the contractual expiry date whether pursuant to statute or otherwise.

Part D : Employment

1. The Disclosed Information contains a complete list of the Employees as per the date of the Agreement, including details of their current respective salaries, position, employee ID, start date and date of birth. In addition, the Data Room contains full and accurate details of:


(a)	the length of service and notice periods, restrictive covenants and duration, material benefits, 13th month, entitlement to participate in a retirement scheme, share incentive, profit sharing, bonus or other incentive scheme and whether they are on secondment;


(b)	the standard terms and conditions of employment applicable to the Employees;


(c)	the terms of all current contracts of employment or engagement of the Key Manager and all other benefits applicable to the Key Manager;

(d)

the terms of all collective (labour) agreements, employee handbooks, material policies and incentive, profit sharing, bonus or other incentive schemes applicable to any of the Employees (including any payments to be made to any Employee or any of its Affiliates) or which the Company is proposing to introduce, including for the avoidance of doubt details of any contractual severance, retention or change of control arrangement applicable to any of the Employees;


(e)	the terms of all agreements with any trade union (whether independent or not), (central) works council, European works council or similar body representing the Employees; and


(f)	the conditions under which consultants and self-employed individuals are engaged by the Company.

2. Employment terms. All Employees are employed substantially on the basis of the standard terms and conditions of employment disclosed in the Disclosed Information.

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3. Changes to remuneration. Save as set out in the Disclosure Letter, the Company is not obliged to and has not made any promise to increase or vary any Employee’s salary, bonus, pension benefits or other remuneration and benefits.

4. No amounts owing. There are no sums or other liabilities owing by the Company to any Employee or former employee of the Company (or their dependants), other than amounts representing reimbursement of expenses in respect of the month preceding the date of this Agreement, wages for the current salary period and accrued holiday pay for the current holiday year.

5. No transaction related payments. Save as set out in the Disclosed Information, no contractual or gratuitous payments or other benefits have been made or may become due to be made to any Employee (or their dependants) in connection with the transactions contemplated by this Agreement or otherwise.

6. Loans. There are no loans or notional loans to any current or former director or Employee or any of their nominees or associates made or arranged by the Company.

7. Key Manager. The Key Manager has not given or received notice terminating his employment or engagement, as the case may be, nor have termination proceedings been initiated or is it otherwise to be expected that the Key Manager’s employment or engagement will be terminated within a 12 month period following Closing.

8. Secondment of staff. The commercial contracts relating to the secondment of staff entered into by the Company contain adequate financial and factual protection against the risks caused by any specific dismissal rules or laws for the employer in case of termination of the assignment.

9. Collective dismissals. Within the period of 2 years before the date of this Agreement, the Company has not initiated or completed the implementation of any collective dismissals or implemented or entered into a social plan. There is not and has not been any (collective) severance agreement, social plan or similar plan applicable to the Employees and/or former employees of the Company.

10. Complaints. There are not currently, nor were there within the period of 2 years before the date of this Agreement any material complaints, disputes or claims, by or in respect of any Employee, former employee and/or employee representative bodies, and there are no matters which could give rise to any such claims.

11. Illness. Save as set out in the Disclosure Letter, none of the Employees are currently long-term ill or absent from work due to long-term illness.

12. Compliance. The Company has in relation to each of their Employees, former employees and/or employee representative bodies complied in all aspects with all of their obligations under any applicable law, statute regulations, codes of conduct, codes of practice, collective agreements, terms and conditions of employment, orders and/or agreements with third parties and have not incurred any liability to any Employee or former employee in respect of any accident or injury.

Part E : Retirement Benefits

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1. Other than the Pension Schemes and any state pension arrangement, there is no arrangement for or in respect of any of the Employees or former employees that the Company is or may become liable (whether such liability be actual or contingent, present or future) to provide or contribute to, under or in connection with which benefits are payable on death or retirement (whether accidental or not).

2. Up-to-date, accurate and complete copies of the latest (plus subsequent amending documents) pension documents and rules (or other governing documents) and latest participant’s explanatory booklets relating to the Pension Schemes have been disclosed.

3. All Pension Schemes are now and have at all times been made and duly administered in accordance with their governing documents and all applicable laws, regulations and requirements.

4. All amounts due and payable on or before the date of Closing by the Company in relation to the Pension Schemes have been or will be duly paid in full on the due dates for such payments.

5. The Company has not received notice in writing of any action, dispute or claim (other than routine claims for benefits) in relation to any of the Pension Schemes, or otherwise in respect of the provision of (or failure to provide) benefits payable on death or retirement, in respect of any Employee or former employee of the Company which has not been finally settled or terminated, nor are there any, nor have there been any, matters or circumstances that could give rise to any such actions, disputes or claims.

Part F : Information

1. All information contained or referred to in the Data Room and Disclosure Letter or which has otherwise been disclosed to the Purchaser or its advisors is true and accurate in all material respects.

2. The Seller has disclosed all information and facts relating to the Company, its assets and undertakings (including financial information) which could reasonably be expected to be relevant to a purchaser’s decision to enter into this Agreement and to the Seller's best knowledge there is no other fact, matter or circumstance which renders any such information misleading because of any omission, ambiguity or for any other reason.

Part G Tax

1. Last Accounts. All liabilities, whether actual, deferred, contingent or disputed, of the Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Last Accounts Date or arising in respect of an Event occurring or deemed to occur on or before the Last Accounts Date are fully provided for or (as appropriate) disclosed in the Last Accounts, and the amount of any Tax asset shown in the Last Accounts does not exceed the amount actually available. All other warranties relating to specific Tax matters set out in this Schedule are made without prejudice to the generality of this paragraph.

2. Position since Last Accounts Date. Since the Last Accounts Date the Company has not been involved in any transaction which has given or may give rise to a liability to Tax on the Company (or would have given or might give rise to such a liability but for the availability of

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any Relief) other than Tax in respect of normal trading income or receipts of the Company arising from transactions entered into by it in the ordinary course of business.

3. Payment of Taxes. All Tax due and payable by any the Company prior to the date hereof has been paid in full.

4. Continuing commitments. All sums payable under any obligation incurred by the Company prior to Closing and which will continue to bind the Company after Closing have been and will continue to be deductible for the purposes of Corporate Tax.

5. Returns etc. The Company has duly, and within any appropriate time limits, made all returns, given all notices and supplied all other information required to be supplied to all relevant Tax Authorities and has maintained all records required to be maintained for Tax purposes; all such information was and remains complete and accurate in all material respects and all such returns and notices were and remain complete and accurate in all material respects and were made on the proper basis and do not, and so far as the Seller is aware are not likely to, reveal any transactions which may be the subject of any dispute with, or any enquiry raised by, any Tax Authority.

6. Disputes, investigations. Save as set out in the Disclosure Letter, the Company is not involved in any current dispute with any Tax Authority or is or has in the last five years been the subject of any investigation, enquiry, audit or non-routine visit by any Tax Authority. So far as the Seller is aware in relation to the Company there is no planned investigation, enquiry, audit or non-routine visit by any Tax Authority and there are no facts which might cause such an investigation, enquiry, audit or non-routine visit to be instituted.

7. Penalties, interest, security. Within the past five years, the Company or any director or officer of the Company (in his capacity as such) has not paid or become liable to pay, and there are no circumstances by reason of which it or they may become liable to pay to any Tax Authority, any penalty, fine, surcharge or interest in respect of Tax (including in respect of any failure to make any return, give any notice or supply any information to any relevant Tax Authority, or any failure to keep or preserve any records or to pay Tax on the due date for payment), or had been criminally convicted of any offence related to Tax. The Company has not within the past five years been required to provide any security in respect of any amount of Tax and no asset of the Company is subject to any charge or power of sale in favour of any Tax Authority.

8. Rulings etc. No transaction in respect of which any consent, ruling, confirmation or clearance (each a Ruling) was required or sought from any Tax Authority has been entered into or carried out by the Company without such Ruling having first been properly obtained. All information supplied to any Tax Authority in connection with any such Ruling fully and accurately disclosed all facts and circumstances material to the giving of such Ruling. Any transaction for which such Ruling was obtained has been carried out only in accordance with the terms of such Ruling and the application on which the Ruling was based and at a time when such Ruling was valid and effective. No facts or circumstances have arisen since any such Ruling was obtained which would cause the Ruling to become invalid or ineffective.

9. Special arrangements. No Tax Authority has operated or agreed to operate any special arrangement (being an arrangement which is not based on relevant legislation or any published practice) in relation to the Company's affairs.

10. Withdrawal etc. of Reliefs after Closing. No Relief has been claimed by and/or given to the Company, or taken into account either in determining or eliminating any provision for

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Tax or deferred tax in the Last Accounts or in determining any Tax asset in the Last Accounts, which could or might be effectively withdrawn, postponed, restricted or otherwise lost as a result of the sale and purchase hereunder or any other Event or circumstance occurring or arising at any time after the Last Accounts Date.

11. Deemed disposals etc. of assets and liabilities. The implementation of the transactions contemplated by this Agreement will not give rise to any deemed disposal or realisation by the Company of any asset or liability for any Tax purpose.

12. Withholdings. The Company has made all deductions and retentions of or on account of Tax as it was or is obliged or entitled to make and all such payments of or on account of Tax as should have been made to any Tax Authority in respect of such deductions or retentions.

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SCHEDULE 2

LIMITATIONS ON LIABILITY

1. If the Purchaser is notified or becomes aware of a fact, circumstance or event which may lead to or which has led to a Claim, the Purchaser shall inform the Seller thereof as soon as possible, however, not later than within 45 days of the Purchaser being so notified or having become so aware, stating, as far as the Purchaser is aware at that time, the nature of the fact, the circumstance or the event and the damages expected or sustained. Failure to notify the Seller of a Claim within the 45 day period referred to above shall not affect the rights of the Purchaser except to the extent the Seller is materially prejudiced by such failure.

2. Time Limits. The Seller shall not be liable for any Claim unless the Seller receives from the Purchaser written notice containing such details as are then available of the matter giving rise to the Claim:


(a)	in the case of a Claim arising from the breach of any Fundamental Warranty (a Fundamental Warranty Claim), before the date that falls 5 years after the Closing;


(b)	in the case of a Tax Claim, before the date that falls six months after the expiry of the period set by the relevant statute of limitation in the case of such Tax Claim; and


(c)	in the case of any other Claim, before the date that falls 18 months after the Closing.

3. Thresholds for Claims. The Seller shall not be liable for any single Claim for breach of Warranty unless:


(a)	the amount of the liability pursuant to that single Claim (and, for these purposes, a number of Claims arising out of the same or similar subject matter, facts, events or circumstances may be aggregated and form a single Claim) exceeds 0.05% of the Debt Free/Cash Free Price (in which case the Purchaser shall be able to claim the full amount and not only the excess); and


(b)	the aggregate amount of the liability of the Seller for all Claims not excluded by sub paragraph (a) above exceeds 0.5% of the Debt Free/Cash Free Price (in which case the Purchaser shall be able to claim the full amount and not only the excess).

4. Maximum limit for all Claims. The maximum aggregate amount of the liability of the Seller for all Escrow Claims, Client Adjustment Amount claims and Claims, other than any Fundamental Warranty Claims, Tax Claims or any Claims under the Tax Covenant, shall not exceed a sum of 25% of the Debt Free/Cash Free Price.

5. Source of remedy. The parties acknowledge that the Escrow Amount aims to provide coverage to the Purchaser in relation to the Claims. Subject to the limitations set out in this Agreement, the Seller and the Purchaser agree and acknowledge that the Escrow Amount shall be recoverable directly from the Escrow Account, such in accordance with the terms of the Escrow Agreement.

The Purchaser shall have direct recourse against the Seller for any Claims which exceed the Escrow Amount, provided that such Claim(s) are within the Seller's maximum liability as set out in paragraph 4 of this Schedule (to the extent applicable).

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6. Matters disclosed. The Seller shall not be liable for any Claim if and to the extent that the fact, matter, event or circumstance giving rise to such Claim is fairly disclosed in the Disclosure Letter. For this purpose 'fairly disclosed' means any fact, matter, event or circumstance that was disclosed in a reasonably clear and understandable form so as to allow the Purchaser and its advisors to understand the nature and scope of the fact, matter, event or circumstance so disclosed and the significance of such fact, matter, event or circumstance for the Company, its business or assets.

7. Matters specifically provided or reserved for in the Closing Statement. The Seller shall not be liable for any Claim if and to the extent that the fact, matter, event or circumstance giving rise to the Claim is specifically provided or reserved for (and not released prior to Closing) in the Closing Statement.

8. Contingent liabilities. If any Claim for breach of Warranty is based upon a liability which is contingent only, the Seller shall not be liable to make payment unless and until such contingent liability gives rise to an obligation to make a payment. This is without prejudice to the right of Purchaser to give notice of the Claim in accordance with paragraph 2 and to issue and serve proceedings in respect of it before such time. For the avoidance of doubt, the fact that the liability may not have become an actual liability by the relevant date provided in paragraph 2 shall not exonerate the Seller in respect of any Claim properly notified before that date.

9. No liability for Claims arising from acts or omissions of Purchaser. The Seller shall not be liable for any Claim to the extent that it would not have arisen but for any voluntary act, omission or transaction (other than any voluntary act, omission or transaction which is either: (i) contemplated by this Agreement; or (ii) carried out pursuant to a legally binding commitment created on or before Closing) carried out or permitted:

(a)

after Closing, by the Purchaser or any member of the Purchaser Group (or its respective directors, employees or agents or successors in title or any of its Affiliates) outside the ordinary and usual course of business of the business of the Company as at Closing and where such person had actual knowledge that such act, omission or transaction would or would be likely to give rise to a Claim and a reasonable alternate course of action was available which would not be expected to give rise to a Claim; or


(b)	before Closing, by any member of the Seller Group: (i) at the written direction or request; or (ii) with the written consent, of the Purchaser or any member of the Purchaser Group.

10. Insured Claims. The Seller’s liability in respect of any Claim shall be reduced by an amount equal to any loss or damage to which the Claim related which has actually been recovered under a policy of insurance (after deducting any costs incurred in making such recovery including the amount of any excess or deductible and any Tax incurred as a result of the receipt of such recovery and taking into account any increased premium).

11. Recovery from third party after payment from Seller. Where the Seller has made a payment to the Purchaser in relation to any Claim and the Purchaser or any member of the Purchaser Group recovers (whether by insurance, payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the matter giving rise to the Claim or obtains any relief, saving or benefit which is so referable, the Purchaser or relevant member of the Purchaser Group shall pay to the Seller as soon as practicable after receipt:

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(a)	an amount equal to the amount recovered from the third party (net of Taxation and less any reasonable costs of recovery) or the value of the relief, saving or benefit obtained, calculated by reference to the amount saved (less any reasonable costs of recovery); or


(b)	if the amount referred to in subparagraph (a) exceeds the amount paid by the Seller to the Purchaser or member of the Purchaser Group in respect of the relevant Claim, such lesser amount as shall have been so paid by the Seller.

12. No liability for legislation or changes in rates of Tax or accounting principles. The Seller shall not be liable for any Claim if and to the extent it is attributable to, or the amount of such Claim is increased as a result of, any: (i) legislation not in force as at Closing; (ii) change of law (or any change in interpretation on the basis of case law), regulation, directive, requirement or administrative practice having the force of law; (iii) change in the rates of Taxation in force as at Closing, or (iv) a change after Closing in the accounting bases on which the Purchaser values the Company.

13. No double recovery. The Purchaser shall be entitled to make more than one Claim arising out of the same subject matter, fact, event or circumstance, but shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one liability, loss, cost, shortfall, damage or deficiency regardless of whether more than one Claim arises in respect of it.

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SCHEDULE 3

PURCHASER WARRANTIES

1. The Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement.

2. The Purchaser has obtained all corporate authorisations and (other than to the extent relevant to the Conditions) all other governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would adversely affect to a material extent its ability to enter into and perform its obligations under this Agreement.

3. Entry into and performance by each member of the Purchaser Group of this Agreement and/or any Transaction Document to which it is a party will not: (i) breach any provision of its constitutional documents; or (ii) (subject, where applicable, to fulfilment of the Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party.

4. The Purchaser has available commitments or available loan facilities which will at Closing provide in immediately available funds the necessary cash resources to pay the Initial Price and meet its other obligations under this Agreement (including in respect of the Final Price).

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SCHEDULE 4

CONDUCT OF THE COMPANY PRE‑CLOSING

1. From the date of this Agreement until Closing, the Seller shall ensure that (except with the Purchaser’s written consent, such consent not to be unreasonably withheld or delayed):


(a)	the affairs of the Company are conducted only in the ordinary and usual course and the Company will not make or agree to make any payment other than routine payments in the ordinary and usual course of business;


(b)	all reasonable steps are taken to preserve and protect the assets of the Company and to preserve and retain its goodwill (including the existing relationships with customers and suppliers);

(c)

subject to clause 20 (Confidentiality), the Purchaser’s representatives shall be allowed such access as is reasonably requested, upon reasonable notice and during Working Hours, to (i) the books and records of the Company (including all statutory books, minute books, leases, contracts, supplier lists and customer lists), with the right to take copies and (ii) the premises used by, and management of, the Company;


(d)	neither the Company nor any other member of the Seller Group does, allows or procures any act or omission which would constitute or give rise to a breach of any Warranty if the Warranties were repeated at any time before Closing by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the relevant date;

(e)

all relevant information which comes to its notice or that of any other member of the Seller Group in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties were to be repeated on or at any time before Closing by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the relevant date, is promptly disclosed to the Purchaser;


(f)	the Company does not declare, authorise, make or pay any dividend or other distribution (whether in cash, stock or in kind) or reduces, purchases or redeems an part of its paid-up share capital;


(g)	the Company does not (i) create, allot or issue or agree to create, allot, or issue any share or loan capital or other security or (ii) grant any option over or right to subscribe for any share or loan capital or other security;


(h)	neither the Company nor any member of the Seller Group sells or purchases or disposes of any interest in any share or loan capital or other security of the Company;


(i)	that no agreements are entered into between the Company and any member of the Seller Group or any other business unit of the Seller, and in any event that all transactions between the Company and members of the Seller Group or any other business unit of the Seller must take place on arm’s length terms;

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(j)	no changes are made in terms of employment (including pension fund commitments) other than those required by law;


(k)	except to replace employees on substantially the same terms, no member of the Seller Group shall employ or agree to employ any new persons fully or part time in the business of the Company or dismiss any existing employees (except for incompetence or gross misconduct or other reasonable cause justifiable in law);


(l)	no member of the Seller Group permits any of its insurances in respect of or relating to the Company, its business or assets to lapse or do or permit anything that would make any such insurance policy void or unenforceable;


(m)	no Key Manager is given notice of termination of employment or is dismissed; and


(n)	no action is taken by any member of the Seller Group or the Company, which is inconsistent with the provisions of this Agreement or implementation of the Proposed Transaction.

2. Pending Closing, the Seller shall ensure that no member of the Seller Group or the Company agrees to or permits (except with the Purchaser’s written consent, such consent not to be unreasonably withheld or delayed):


(a)	the reorganisation of the Company, or the discontinuance of any part of its business;


(b)	any failure to settle in accordance with the payment procedures and timescales normally observed by the Company any debts incurred by the Company in the normal course of trading;


(c)	any entry into or termination of any contract or arrangement, including any funding agreement or the making of any bid, tender, proposal or offer likely to lead to any such contract or arrangement, with respect to any bid, tender, proposal or offer for any contract or arrangement with a value exceeding an amount of NOK 250,000 per annum;


(d)	the entry into of any funding agreement, the giving of any guarantee, indemnity or other agreement to secure an obligation of a third party;


(e)	entry into or modification of any Third Party Assurance;


(f)	the institution or settlement of any litigation in respect of the Company, its business or assets;


(g)	the entry into or material modification of any agreement with any trade union or other body representing its Employees or relating to any works council;


(h)	the creation of any Third Party Right over the Shares or the shares or assets of the Company, or any of them;


(i)	the granting, modification or termination of any rights, or entry into any agreement, relating to the IT Systems or Business IP or allowing any of the Seller Group’s rights relating to the IT Systems or Business IP to lapse;


(j)	the acquisition or disposal of any material asset or material stocks;

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(k)	in connection with the Properties (i) the termination or serving of any notice to terminate, surrender or accept any surrender of or waiving the terms of any lease, tenancy or licence and (ii) entering into or varying any agreement, lease, tenancy, licence or other commitment in each case which is material in the context of the Company.

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SCHEDULE 5

CLOSING ARRANGEMENTS

Part A : Seller Obligations

1. At or before Closing, the Seller shall deliver or ensure that there is delivered to the Purchaser (or made available to the Purchaser’s satisfaction):


(a)	all necessary documents, duly executed or endorsed where so required, to enable title in all the Shares to pass fully and effectively into the name of the Purchaser or its nominee, including any documents, such as necessary waivers of pre-emption rights or other consents, as may be required to enable the Purchaser and/or its nominee to be registered as the holder of the Shares;

(b)

a written notification in accordance with section 4-10 of the Norwegian Private Limited Liability Companies Act, duly executed on behalf of the Company, confirming that the Purchaser is entered into the Company’s Shareholders Register as owner of the Shares, accompanied by a certified true copy of the Shareholders Register showing that the Shares are registered in the name of the Purchaser free of Third Party Rights;


(c)	minutes from the meeting of the board of directors of the Company evidencing that the board of directors has passed an unconditional resolution to approve the transfer of the Shares from the Seller to the Purchaser;

(d)

minutes from the meeting of the board of directors of the Company evidencing that that board of directors has resolved to convene an extraordinary general meeting in order to accept any resignations from the directors as required in terms of this Schedule 5 and (i) elect new members to the board of directors of the Company as nominated by the Purchaser and (ii) appoint new auditors of the Company as selected by the Purchaser,;


(e)	in respect of the Company, the certificate of registration, shareholder register and the articles of association;


(f)	a letter of resignation in the Agreed Form duly executed by such directors of the Company as the Purchaser may notify to the Seller prior to Closing in respect of their directorships of the Company;

(g)

a copy of a resolution of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of the Seller (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by the relevant company of its obligations under this Agreement and each of the Transaction Documents to be executed by it;


(h)	a DVD or memory stick, as the case may be, containing copies of the documents and other information relating to the Company made available by the Seller to the Purchaser in the Data Room; and


(i)	a certificate, signed by a duly authorised representative of the Seller, confirming that the Warranties are true and accurate immediately before Closing.

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Part B : Purchaser Obligations

1. At Closing, the Purchaser shall:

(a)

deliver or ensure that there is delivered to the Seller (or made available to the Seller’s satisfaction) a copy of a resolution (certified by a duly appointed officer as true and correct) of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of the Purchaser (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by the relevant company of its obligations under this Agreement and each of the Transaction Documents to be executed by it;


(b)	deliver documentary evidence of the notification to the Company of the purchase of the Shares in accordance with section 4-12 of the Private Limited Liability Companies Act;


(c)	(immediately after Closing) procure that an extraordinary general meeting of the Company accepts any resignations from the Company as required in terms of this Schedule 5 and (i) elects new members to the board of directors of the Company as nominated by the Purchaser, and (ii) appoints new auditors of the Company as selected by the Purchaser;


(d)	pay to the Seller the Initial Price in accordance with clause 2.2;


(e)	pay the Excluded Inter-Company Debt to the Company on behalf of and for the full release of the Seller Group's liability in respect of this amount towards the Company on Closing; and


(f)	pay the Escrow Amount to the Escrow Agent in accordance with clause 2.2.

Part C : Inter‑Company Debt

At or before Closing the Seller and the Purchaser shall carry out those of their respective obligations under Schedule 8 (Inter-Company Debt) required to be performed at or before Closing.

Part D : General

1. The Seller and the Purchaser shall negotiate in good faith with a view to agreeing before the Closing Date the final form of any Transaction Document which is not in Agreed Form at the date of this Agreement. If not so agreed by the Closing Date, the Transaction Document shall be in the form specified by the Purchaser, provided it is consistent with the terms of this Agreement.

2. At or before Closing, the Seller and the Purchaser shall execute and deliver to each other (or procure that their relevant Affiliates shall execute and deliver) the following other documents in the Agreed Form required by this Agreement to be executed on or before Closing, namely:


(a)	the Trademark License Agreement;

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(b)	the Escrow Agreement; and


(c)	the Transitional Services Agreement.

3. If any document listed in this Schedule 5 is required to be notarised, the parties shall execute such document at a location notified by the Purchaser to the Seller at least 2 Business Days before Closing where a notary with the required qualification will be present.

4. All documents and items delivered at Closing shall be held by the recipient to the order of the person delivering them until such time as Closing shall be deemed to have taken place. Simultaneously with:


(a)	delivery of all documents and all items required to be delivered at Closing (or waiver of its delivery by the person entitled to receive the relevant document or item);


(b)	confirmation from the Purchaser’s bank that the cash transfer request in respect of the electronic funds transfer to the Escrow Account of the Escrow Amount has been confirmed, including a SWIFT or IBAN, as the case may be, message evidencing the cash transfer;


(c)	confirmation from the Purchaser’s bank that the cash transfer request in respect of the electronic funds transfer to the designated account of the Company of the Excluded Inter-Company Debt has been confirmed, including a SWIFT or IBAN, as the case may be, message evidencing the cash transfer; and


(d)	confirmation from the Purchaser’s bank that the cash transfer request in respect of the electronic funds transfer to the Seller’s Bank Account of the Initial Price has been confirmed, including a SWIFT or IBAN, as the case may be, message evidencing the cash transfer,

the documents and items delivered in accordance with this Schedule shall cease to be held to the order of the person delivering them and Closing shall be deemed to have taken place.

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SCHEDULE 6

TRADEMARK LICENSE AGREEMENT

Please see attached

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SCHEDULE 7

TRANSITIONAL SERVICES AGREEMENT

Please see attached

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SCHEDULE 8

INTER-COMPANY DEBT

Inter‑Company Debt

1. In relation to Inter‑Company Debt:


(a)	the Seller shall procure that any Inter-Company Debt which is owed at and/or before Closing by the Company is paid to the relevant member of the Seller Group on or before the Closing Date; and


(b)	the Seller shall procure that any Inter-Company Debt which is owed at and/or before Closing by any member of the Seller Group is paid to the Company on or before the Closing Date,

so that, for the avoidance of doubt, there shall be no Inter-Company Debt outstanding at Closing, save for the Day-to-Day Inter-Company Debt Balances. . For the avoidance of doubt, the Purchaser shall pay the Excluded Inter-Company Debt to the Company on behalf of and for the full release of the Seller Group's liability in respect of this amount towards the Company on Closing in accordance with the provisions of Schedule 5.

As part of the Closing Statement the Purchaser shall present an overview of the Day-to-Day Inter-Company Debt Balances, including the net amount of the Day-to-Day Inter-Company Debt Balances, to be settled by the Seller Group or the Company (as the case may be), in accordance with the procedure set out in Part C of Schedule 9.

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SCHEDULE 9

POST‑CLOSING FINANCIAL ADJUSTMENTS

Part A : Preliminary

1. In preparing the Closing Statement:


(a)	the items and amounts to be included in the calculation of External Debt, Cash and Working Capital for the purposes of the Closing Statement shall be identified by applying the relevant definition in Schedule 14 (subject, where applicable, to the provisions of Part A of this Schedule) and any adjustments made pursuant to Schedule 13;


(b)	the Closing Statement shall be prepared by using the same format and principles as for the calculation of the Initial Price as per Part A of Exhibit 1, save for the calculation of the Day-to-Day Inter Company Debt, which shall be prepared in accordance with Schedule 8.

2. For the purposes of calculating Day-to-Day Inter-Company Debt, External Debt, Cash and Working Capital for the Company, any amounts which are to be included in any such calculation which are expressed in a currency other than NOK shall be converted into NOK at the Exchange Rate as at the Closing Date.

3. If any insured event occurs after the date of this Agreement but before Closing in relation to any asset of the Company which needs to be replaced or restored in order for the relevant business to continue to be conducted in the ordinary course, then, to the extent that a member of the Seller Group recovers any proceeds or is entitled to a receivable under a policy but the relevant asset is not replaced or restored before Closing, any such proceeds shall be deducted from Cash and any such receivable shall not be included in Working Capital and, accordingly, shall not, in each case, be included in the Closing Statement.

Part B : Specific Accounting Treatments

1. Information available for Closing Statement. Information available up until Closing and the date of agreement or determination of the Closing Statement shall be taken into account insofar as it provides evidence of the state of affairs of the Company at Closing. The Closing Statement will reflect the position of the Company as at Closing and will not take into account the effects of any post‑Closing reorganisations or, in any way, the post‑Closing intentions or obligations of the Purchaser.

2. No re-appraisal of asset values. The Closing Statement shall not re‑appraise the value of any of the assets of the Company as a result of the change in their ownership (or any changes in the business of the Company since Closing following such change in ownership) except only as specifically set out in this Schedule.

Part C : Closing Statement

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1. The Purchaser shall, or shall procure that the Purchaser’s accountants shall, after Closing prepare a draft statement (the Closing Statement) showing (i) the External Debt, Cash and Working Capital of the Company and the (ii) Day-to-Day Inter-Company Debt. The portion of the Closing Statement with regard to item (i) shall be in the form set out in Exhibit 1 and incorporate separate statements in the form set out in that Exhibit showing the calculation of the Working Capital of the Company. The portion of the Closing Statement with regard to item (ii) shall be in accordance with Schedule 8. The Purchaser shall deliver the draft Closing Statement to the Seller within 30 days after Closing.

2. The Seller shall notify the Purchaser in writing (an Objection Notice) within 15 days after receipt whether or not it accepts the draft Closing Statement for the purposes of this Agreement. An Objection Notice shall set out in detail the Seller’s reasons for such non‑acceptance and specify the adjustments which, in the Seller’s opinion, should be made to the draft Closing Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, the Seller shall be deemed to have agreed the draft Closing Statement in full.

3. If the Seller serves an Objection Notice in accordance with paragraph 2, the Purchaser and the Seller shall use all reasonable efforts to meet and discuss the objections of the Seller and to agree the adjustments (if any) required to be made to the draft Closing Statement, in each case within 15 days after receipt by the Purchaser of the Objection Notice.

4. If the Seller is satisfied with the draft Closing Statement (either as originally submitted or after adjustments agreed between the Seller and the Purchaser pursuant to paragraph 3) or if the Seller fails to give a valid Objection Notice within the 15 day period referred to in paragraph 2, then the draft Closing Statement (incorporating any agreed adjustments) shall constitute the Closing Statement for the purposes of this Agreement.

5. If the Seller and the Purchaser do not reach agreement within 15 days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Seller or the Purchaser) for determination by an independent firm of chartered accountants of international standing as the Seller and the Purchaser shall agree or, failing agreement, by the President for the time being of the Association of Accountants in Norway (the Firm). The Firm shall be requested to make its decision within 45 days (or such later date as the Seller, the Purchaser and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The following provisions shall apply once the Firm has been appointed:


(a)	the Seller and Purchaser shall each prepare a written statement within 15 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;

(b)

following delivery of their respective submissions, the Purchaser and the Seller shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than 10 days after receipt of the other’s submission and, thereafter, neither the Seller nor the Purchaser shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) 10 days to respond to any statements or submission so made);

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(c)	in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Closing Statement;


(d)	the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this Agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it.

6. The Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statement. The fees and expenses of the Firm shall be borne equally between the Seller and the Purchaser or in such other proportions as the Firm shall determine.

7. To enable the Purchaser to meet its obligations under this Schedule 9, where relevant, each party shall provide to the other party and the other party’s accountants reasonably required access to the books and records, employees and premises of the Company and, where relevant, if at all, of that party for the period from the Closing Date to the date that the draft Closing Statement is agreed or determined. The parties shall co-operate fully with one another and shall permit the other party and/or the other party’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the other party to facilitate the preparation of the Closing Statement.

8. When the Closing Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statement as the Working Capital, External Debt and Cash for the Company shall be final and binding for the purposes of this Agreement.

Part D : Financial Adjustments

1. When the Closing Statement has been finally agreed or determined in accordance with this Schedule 9, the following adjustments shall be made to the Initial Price.

Working Capital

2. In relation to Working Capital:


(a)	if the aggregate Working Capital of the Company is greater than the Estimated Working Capital, then the Purchaser shall pay an amount equal to the difference to the Seller; or


(b)	if the aggregate Working Capital of the Company is less than the Estimated Working Capital, then the Seller shall pay an amount equal to the difference to the Purchaser.

External Debt

3. In relation to External Debt:


(a)	if the aggregate External Debt of the Company is less than the Estimated External Debt, then the Purchaser shall pay an amount equal to the difference to the Seller; or

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(b)	if the aggregate External Debt of the Company is greater than the Estimated External Debt, then the Seller shall pay an amount equal to the difference to the Purchaser.

Cash

4. In relation to Cash:


(a)	if the aggregate Cash of the Company is greater than the Estimated Cash, then the Purchaser shall pay an amount equal to the difference to the Seller; or


(b)	if the aggregate Cash of the Company is less than the Estimated Cash, then the Seller shall pay an amount equal to the difference to the Purchaser.

Day-to-Day Inter-Company Debt

5. In relation to Day-to-Day Inter Company Debt:


(a)	if the net Day-to-Day Inter Company Debt is an Inter-Company Payable, then the Purchaser shall pay to the Seller an amount equal to that amount owed by the Company; or


(b)	if the net Day-to-Day Inter Company Debt is an Inter-Company Receivable, then the Seller shall pay to the Purchaser an amount equal to that amount owed by the Seller Group

and the relevant net Day-to-Day Inter Company Debt shall be treated as discharged to the extent of that payment.

General

6. Any payment required to be made pursuant to any of paragraphs 2 to 5 inclusive of this Part D shall be paid by the Seller or the Purchaser (as the case may be) together with an amount equal to interest on such payment at LIBOR for the period from (but excluding) the Closing Date to (and including) the due date for payment thereof, calculated on a daily basis.

7. The Seller and Purchaser agree that, once the Closing Statement has been agreed or determined in accordance with the provisions of Part C of this Schedule 9, the sums which each is respectively obliged to pay pursuant to this Part D shall be aggregated and set off against each other. Whichever of the Seller or Purchaser is then left with any payment obligation under this Part D shall make the applicable payment(s) within 5 Business Days of the date on which the Closing Statement is agreed or so determined. Any such payment shall be made in accordance with the provisions of clause 18.1 or 18.2 of this Agreement, as the case may be.

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SCHEDULE 10

CLIENT ADJUSTMENT AMOUNT

1. For the purposes of this Schedule, the following terms shall have the following meaning:


(a)	Client has the meaning given in clause 2 below;


(b)	Client Contract means, with respect to each Client as at the date hereof, the terms and conditions on the basis of which the Company delivers services to the relevant Client.


(c)	Determination Date means the date that falls 12 months after the Closing Date.


(d)	Leaving Client means a Client that:


(i)	actually terminates the applicable Client Contract(s) due to a change of control provision in their agreement with the Company;


(ii)	delivers to the Seller, the Purchaser or the Company a written notice of termination of any applicable Client Contract(s) due to a change of control provision in their agreement with the Company; or


(iii)	in the case of Statens vegvesen and/or Komplett Service AS, actually terminates or otherwise withdraws the applicable Client Contract(s) or delivers to the Seller, the Purchaser or the Company a written notice of termination or withdrawal of the applicable Client Contract(s),

provided that a Client shall not be a Leaving Client if the applicable Client Contract expires or is terminated, or notice of termination of the applicable Client Contract is received, as a result of a failure by the Purchaser or, after the Closing, the Company, to properly perform its obligations under the relevant Client Contract. To the extent that a Client terminates, gives notice of termination or otherwise withdraws, as described above, only a portion of its Client Contracts or services with the Company (and not all or the entirety of its Client Contracts with the Company), that Client shall be deemed to be a Leaving Client on a pro rata basis, measured by reference to those terminated or withdrawn Client Contract(s) or services and its remaining Client Contract(s) and services with the Company, and the remaining provisions of this Schedule 10 shall apply mutatis mutandis.

2. Exhibit 12 to the Disclosure Letter contains (i) a true, correct and complete list of the top 20 clients of the Company as at the date hereof (the Clients) and (ii) an amount, in NOK, corresponding to the agreed value of each Client (the Client Value). The applicable Client Value for the relevant Client shall be reduced by the Gross Profit that the Company has actually billed to the relevant Client as from the date of Closing up to the date of termination or withdrawal, as the case may be, of that Client.

3. The parties hereby agree that by no later than the 15^th Business Day after the Determination Date, the Purchaser shall deliver to the Seller a notice (Client Adjustment Notice) which:


(a)	shall indicate details as to whether – between the Closing Date and the Determination Date – one or more Clients have become a Leaving Client;

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(b)	shall attach, where available, copies of the relevant notices or other writing from a relevant Client showing that such Client qualifies as a Leaving Client; and


(c)	shall indicate the calculation of the Client Adjustment Amount, which shall be equal to the sum of the Client Values of each of the Leaving Clients.

4. Upon receipt of the Client Adjustment Notice, the following applies:


(a)	The Seller shall notify the Purchaser in writing (an Objection Notice) within 15 days after receipt whether or not it accepts the Client Adjustment Amount as set out in the Client Adjustment Notice, specifying the Seller’s objections.


(b)	The Seller and the Purchaser shall use all reasonable efforts to meet and discuss the objections of the Seller and to agree on the Client Adjustment Amount within 15 days after receipt by the Seller of the Objection Notice.

(c)

If the Seller is satisfied with the Client Adjustment Amount as set out in the Client Adjustment Notice it will inform the Purchaser thereof in writing within 15 days after receipt of the Client Adjustment Notice, in which case the Client Adjustment Amount shall be deemed agreed. If the Seller has not provided an Objection Notice within the 15 day period referred to in paragraph 4(a) above the Seller shall be deemed to be in agreement with the content of the Client Adjustment Notice, in which case the Client Adjustment Amount shall also be deemed to be agreed.

(d)

If the Seller and the Purchaser do not reach agreement within 15 days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Seller or the Purchaser) for determination by an independent legal firm of international standing as the Seller and the Purchaser shall agree or, failing agreement, appointed by the president of the Norwegian Bar Association (the Firm). The Firm shall be requested to make its decision within 45 days (or such other date as the Seller, the Purchaser and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The following provisions shall apply once the Firm has been appointed:


(i)	the Seller and Purchaser shall each prepare a written statement within 15 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;

(ii)

following delivery of their respective submissions, the Purchaser and the Seller shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than 10 days after receipt of the other’s submission and, thereafter, neither the Seller nor the Purchaser shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed by the other party) 10 days to respond to any statements or submission so made);


(iii)	in giving its determination, the Firm shall state what adjustments (if any) are to be made to the Client Adjustment Amount in respect of the matters in dispute;

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(iv)

the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of fraud or manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this Agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse to the courts they may otherwise have to challenge it.


(e)	The Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of Client Adjustment Amount. The fees and expenses of the Firm shall be borne equally between the Seller and the Purchaser or in such other proportions as the Firm shall determine.


(f)	To enable the parties to meet their obligations under this paragraph 4, each party shall provide to the other party reasonably required access to the books and records and shall co‑operate fully with one another and shall permit the other to take copies (including electronic copies) of the relevant books and records.


(g)	When the Client Adjustment Amount has been agreed or determined in accordance with the preceding paragraphs, then the Client Adjustment Amount shall be final and binding for the purposes of this Agreement.

5. The Client Adjustment Amount (as agreed in accordance with paragraphs 3 and 4) shall be payable by the Seller to the Purchaser. The Seller and the Purchaser agree that the Client Adjustment Amount shall also be considered as constituting an Escrow Claim and therefore also payable out of the Escrow Account in accordance the provisions of the Escrow Agreement. Both the Seller and the Purchaser undertake to issue instructions for payment from the Escrow Account of the amounts due under this clause without delay.

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SCHEDULE 11

DATA ROOM INDEX

Please see attached

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SCHEDULE 12

DISCLOSURE LETTER

Please see attached

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SCHEDULE 13

ACCOUNTING REVIEW

Part A : Preliminary

1. In conducting the Accounting Review:


(a)	it shall be determined whether the Balance Sheet Items have been properly accounted for;


(b)	in determining which items and amounts are to be included in the Accounting Review of the Balance Sheet Items, if and to the extent that the treatment or characterisation of the relevant item or amount or type or category of item or amount:


(i)	is dealt with in the accounting principles, policies, treatments, practices and categorisations (including in relation to the exercise of accounting discretion and judgement) that were used in the preparation of the Last Accounts (the Accounting Principles), the applicable Accounting Principle(s) shall apply; and


(ii)	is not dealt with in the Accounting Principles, United States GAAP shall apply.

Part B : Accounting Review

1. The Purchaser shall, or shall procure that the Purchaser’s accountants shall, after Closing prepare a draft statement (the Accounting Statement) showing the Balance Sheet Items of the Company. The Purchaser shall deliver the draft Accounting Statement to the Seller at the same time as the Closing Statement.

2. The Seller shall notify the Purchaser in writing (an Objection Notice) within 15 days after receipt whether or not it accepts the draft Accounting Statement for the purposes of this Agreement. An Objection Notice shall set out in detail the Seller’s reasons for such non‑acceptance and specify the adjustments which, in the Seller’s opinion, should be made to the draft Accounting Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, the Seller shall be deemed to have agreed the draft Accounting Statement in full.

3. If the Seller serves an Objection Notice in accordance with paragraph 2, the Purchaser and the Seller shall use all reasonable efforts to meet and discuss the objections of the Seller and to agree the adjustments (if any) required to be made to the draft Accounting Statement, in each case within 15 days after receipt by the Purchaser of the Objection Notice.

4. If the Seller is satisfied with the draft Accounting Statement (either as originally submitted or after adjustments agreed between the Seller and the Purchaser pursuant to paragraph3) or if the Seller fails to give a valid Objection Notice within the 15 day period referred to in paragraph 2, then the draft Accounting Statement (incorporating any agreed adjustments) shall constitute the Accounting Statement for the purposes of this Agreement.

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(a)	the Seller and Purchaser shall each prepare a written statement within 15 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;

(b)


(c)	in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the draft Accounting Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Accounting Statement;


(d)	the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this Agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it.

6. The Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Accounting Statement. The fees and expenses of the Firm shall be borne equally between the Seller and the Purchaser or in such other proportions as the Firm shall determine.

7. To enable the Purchaser to meet its obligations under this Schedule 13, where relevant, each party shall provide to the other party and the other party’s accountants reasonably required access to the books and records, employees and premises of the Company and, where relevant, if at all, of that party for the period from the Closing Date to the date that the draft Accounting Statement is agreed or determined. The parties shall co-operate fully with one another and shall permit the other party and/or the other party’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the other party to facilitate the preparation of the Accounting Statement.

8. When the Accounting Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Accounting Statement as the Balance Sheet Items for the Company shall be final and binding for the purposes of this Agreement.

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SCHEDULE 14

DEFINITIONS AND INTERPRETATION

1. Definitions. In this Agreement, the following words and expressions shall have the following meanings:

Accounting Principles has the meaning given in Part A of Schedule 9;

Accounts means, in relation to any financial year of the Company, the audited balance sheet of the Company (and, where relevant, the audited consolidated balance sheet of the Company and its subsidiary undertakings) and the audited profit and loss account of the Company (and, where relevant, the audited consolidated profit and loss account of the Company and its subsidiary undertakings), in each case as at the relevant Accounts Date in respect of that financial year, as set out in the Data Room, together with any notes, reports, statements or documents included in or annexed or attached to them;

Accounts Date means the last date of each financial year for which Accounts are being warranted;

Affiliate means in relation to any party, any subsidiary or parent company of that party and any subsidiary of any such parent company, in each case from time to time;

Agreed or Determined means either agreed in writing signed by both the Seller and the Purchaser or a final and binding judgment rendered (without a right of appeal or in respect of which any right of appeal has lapsed) in legal proceedings between the Seller and the Purchaser pursuant to and in accordance with clause 34, and Agreement or Determination shall be construed accordingly;

Agreed Form means, in relation to a document, the form of that document which has been initialled for the purpose of identification by or on behalf of the Seller and the Purchaser (in each case with such amendments as may be agreed by them or on their behalf);

Business Day means a day other than a Saturday or Sunday or public holiday in Norway on which banks are open in Oslo for general commercial business;

Business IP means the Owned IP and all other Intellectual Property Rights used by the Company, excluding any Intellectual Property Rights relating to Utilities in a Box, which is owned by Ciber Inc.;

Cash means, in relation to the Company, the aggregate of its cash (whether in hand or credited to any account with any banking, financial, acceptance credit, lending or other similar institution or organisation) and its cash equivalents, including all interest accrued thereon, as at Closing, as shown by the books of the Company but, for the avoidance of doubt, excluding any Inter-Company Receivables (and any interest thereon) and all items to be treated as debtors in Working Capital;

Claim means any claim for breach of the Warranties or under the Tax Covenant;

Client Adjustment Amount shall be the amount as calculated in accordance with Schedule 10;

Closing means completion of the sale and purchase of the Shares in accordance with the provisions of this Agreement;

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Closing Date has the meaning given in clause 5.1;

Closing Statement has the meaning given in Schedule 9;

Company means Ciber Norge AS, a private company with limited liability (Norwegian: Aksjeselskap), with corporate seat in Oslo, Norway and its office address at Stortorvet 10, 0155 Oslo, registered at the Norwegian Register of Business Enterprises under number 931 390 643;

Conditions means the conditions to Closing set out in clause 3.1 and Condition means any of them;

Confidential Information has the meaning given in clause 20;

Corporate Tax means any Tax on income, profits or gains;

Costs means losses, damages, costs (including reasonable legal costs) and expenses (including Taxation) in each case of any nature whatsoever;

Data Room means the virtual data room comprising the copies of documents and other information relating to the Company made available by the Seller as listed on the data room index in the Agreed Form attached as Schedule 11;

Debt Free/Cash Free Price has the meaning given in clause 2.1;

Default Interest means interest at LIBOR plus 5 per cent;

Disclosed Information means any facts, matters or other information included or provided in (i) this Agreement or any other Transaction Document or (ii) the Disclosure Letter (including any documents attached to such Disclosure Letter);

Disclosure Letter means the disclosure letter from the Seller to the Purchaser executed and delivered immediately before the signing of this Agreement and attached as Schedule 12, which may be updated during the period between Signing and Closing but only if such updates are agreed to by the Purchaser and also included in an updated Disclosure Letter that is duly executed by both parties;

Due Date has the meaning given in clause 18.4;

Due Sum has the meaning given in clause 18.4;

Employees means the employees of the Company immediately prior to Closing;

Escrow Account means the account in the name of the Escrow Agent in which the Escrow Agent holds the Escrow Amount under the terms and conditions of the Escrow Agreement;

Escrow Agent means ABN AMRO BANK N.V. (trading as ABN AMRO Escrow and Settlement);

Escrow Agreement means the escrow agreement which serves as security for the obligations of the Seller under the Warranties and other obligations under this Agreement, which shall be substantially in the Agreed Form;

Escrow Amount has the meaning given to it in clause 2.2;

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Escrow Claims means any claim under the provisions of this Agreement submitted to the Escrow Agent and the Seller in accordance with the provisions of this Agreement and the Escrow Agreement in respect of a Claim, any indemnity provided in terms of this Agreement, any breach of the undertakings of the Seller set out in clause 4 and Schedule 4 and for the payment of any Client Adjustment Amount;

Escrow Period has the meaning given to it in clause 9.3;

Estimated Cash means the estimate of what the Cash attributable to the Company will be at Closing, as shown in Exhibit 1;

Estimated External Debt means the estimate of what the External Debt attributable to the Company will be as at Closing, as shown in Exhibit 1;

Estimated Working Capital means the estimate of what the Working Capital attributable to the Company will be at Closing, as shown in Exhibit 1;

Event includes any act, occurrence, transaction or omission whatsoever, and any reference to an event occurring on or before a particular date shall include events which for Tax purposes are deemed to have, or are treated as having, occurred on or before that date;

Exchange Rate means, with respect to a particular currency for a particular day, the spot rate of exchange (the closing mid-point) for that currency into NOK on such date as published by Bloomberg or, where no such rate is published in respect of that currency for such date, at the rate quoted by Reuters as at the close of business in Norway on such date;

Excluded Inter-Company Debt means Inter-Company Receivables in an amount of NOK 30 million;

Exhibits means exhibit 1 to this Agreement, and Exhibit shall be construed accordingly;

External Debt means, in relation to the Company, the aggregate of the Financial Debt owed by the Company (as shown by the books of the Company) as at Closing (together with any accrued interest) to any banking, financial, acceptance credit, lending or other similar institution or organisation, any institutional investor or other third party which, in each case, is not a member of the Seller Group; and for the avoidance of doubt, neither Inter-Company Payables (and any interest thereon) nor any items to be treated as creditors in Working Capital constitute External Debt, but any and all amounts which are due to be paid to Espen Vogt-Østli as a transaction bonus in respect of the implementation of the transaction contemplated in this Agreement and the Transaction Documents shall be regarded as External Debt. In addition, if the Accounting Review results in any additional liability for the Company in respect of any of the Balance Sheet Items, such additional liability shall be regarded as External Debt for purposes of this Agreement;

Final Price has the meaning given in clause 2.1;

Financial Adjustments means any adjustment(s) required in accordance with Part D of Schedule 9;

Financial Debt means all borrowings and other indebtedness by way of overdraft, acceptance credit or similar facilities, loan stocks, bonds, debentures, notes, debt or inventory financing, finance leases or sale and lease back arrangements or any other arrangements the purpose of which is to borrow money, together with forex, interest rate or other swaps, hedging obligations,

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bills of exchange, recourse obligations on factored debts and obligations under other derivative instruments;

Fundamental Warranties means any Warranty contemplated in paragraphs 1 and 2 of Part A of Schedule 1;

Fundamental Warranty Claim has the meaning given in paragraph 2 of Schedule 2;

Governmental Entity means any supra‑national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi‑governmental or private body exercising any regulatory, importing or other governmental or quasi‑governmental authority, including the European Union and any Tax Authority;

Gross Profit means the amount of billed client revenues less the cost of sales attributed to the relevant Client as calculated through the SAP BW system, consistent with the same methodology used to determine the Client Value;

Initial Price means the cash price payable on Closing under clause 2.2;

Intellectual Property Rights or IPR means:


(a)	patents, utility models and rights in inventions;


(b)	rights in each of know-how, confidential information and trade secrets;


(c)	trade marks, service marks, rights in logos, trade names, rights in each of get-up and trade dress, rights to sue for passing off (including trade mark-related goodwill), rights to sue for unfair competition, and domain names;


(d)	copyright, moral rights, database rights, rights in designs, and semiconductor topography rights;


(e)	any other intellectual property rights; and


(f)	all rights or forms of protection, subsisting now or in the future, having equivalent or similar effect to the rights referred to in paragraphs (a) to (e) above,

in each case: (i) anywhere in the world; (ii) whether unregistered or registered (including all applications, rights to apply and rights to claim priority); and (iii) including all divisionals, continuations, continuations-in-part, reissues, extensions, re-examinations and renewals;

IT Contract means any third party contract under which an IT System is licensed, leased, supplied, maintained or supported;

IT Systems means the information and communications technologies used by the Company, including hardware, software, networks and associated documentation;

Day-to-Day Inter-Company Debt Balances means day-to-day Inter-Company Debt balances created in the ordinary course of business for the Company up to and including the Closing Date;

Inter-Company Debt means Inter-Company Payables and Inter-Company Receivables;

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Inter-Company Payables means, in relation to the Company, any amounts owed as at Closing by the Company to any member of the Seller Group together with accrued interest, if any, up to the date of Closing on the terms of the applicable debt;

Inter-Company Receivables means, in relation to the Company, any amounts owed as at Closing to the Company by any member of the Seller Group together with accrued interest, if any, up to the date of Closing on the terms of the applicable debt;

Key Managers means Espen Vogt-Østli, Terje Rabben (CFO), Lise Craig (HR), Thomas Brackel (Business Consulting and SAP) and Roy Tore Gurskevik (ADM);

Last Accounts means, in relation to the Company, the Accounts of that entity in respect of its financial year ended on the Last Accounts Date, as set out in the Data Room;

Last Accounts Date means 31 December 2015;

LIBOR means the display rate per annum of the offered quotation for deposits in NOK for a period of one month which appears on the appropriate page of the Reuters Screen (or such other page as the parties may agree) at or about 11.00a.m. Oslo time on the date on which payment of the sum under this Agreement was due but not paid;

Management Accounts means the unaudited monthly management accounts during the period commencing on the Last Accounts Date and ending on the Management Accounts Date, each in the form contained in the Data Room;

Management Accounts Date means the unaudited monthly management accounts of the Company for the period commencing on 31 December 2015 and ending on 23 August 2016, each in the form contained in the Data Room;

Material Adverse Change means any event, circumstance, effect, occurrence or state of affairs or any combination thereof which is or is reasonably likely to be materially adverse to the business, operations, assets, liabilities (including contingent liabilities), Properties, business or financial condition, results or prospects of the Company taken as a whole, its assets or business, excluding any such event, circumstance, effect, occurrence or state of affairs or any combination thereof which (i) arises from changes in economic conditions generally that do not have an effect on the Company taken as a whole that is disproportionate to the effect on other companies or businesses operating in the same industry and markets; (ii) arises from movements or developments in the financial securities markets or currency exchange rates; (iii) arises from changes in applicable law; (iv) arises from changes in the political climate in general (including but not limited to war or the announcement thereof) that do not have an effect on the Company taken as a whole that is disproportionate to the effect on other companies or businesses operating in the same industry and markets; (v) relates to developments or trends in the market or industry in which the Seller operates that do not have an effect on the Company taken as a whole that is disproportionate to the effect on other companies or businesses operating in the same industry and markets; (vi) arises from changes in accounting policies required by law; or (vii) the Purchaser is actually aware of at the date hereof as a result of such matter being disclosed in the Disclosure Letter; or (viii) has been remedied before the Unconditional Date by Seller or any member of Seller Group to the satisfaction of the Purchaser;

Owned IP means the Intellectual Property Rights owned by the Company;

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parent company means any company which holds a majority of the voting rights in another company, or which is a member of another company and has the right to appoint or remove a majority of its board of directors, or which is a member of another company and controls a majority of the voting rights in it under an agreement with the other members, in each case whether directly or indirectly through one or more companies;

Pension Schemes means the pension schemes contained in the Data Room at “Final Diligence\HR\E09. Pension Schemes\”;

Permitted Assignee has the meaning given in clause 21;

Properties means the freehold and leasehold interests of the Company, brief particulars of which are as follows (see Exhibit 9 to the Disclosure Letter for further details):


(a)	leasehold agreement with GlasMagasinet ANS relating to lease of approximately 531 square metre gross area in Glasmagasinet (building 1, 6th Floor), Stortorvet 10, 0155 Oslo, Norway, title no. 208/667 in Oslo municipality (office premises);


(b)	leasehold agreement with GlasMagasinet ANS relating to lease of approximately 1524 square metre gross area in Glasmagasinet (building 2 and 3, 6th Floor), Stortorvet 10, 0155 Oslo, Norway, title no. 208/667 in Oslo municipality (office premises);


(c)	leasehold agreement with GlasMagasinet ANS/attn. KLP Eiendom relating to lease of 3 parking lots in Glasmagasinet, Stortorvet 10, 0155 Oslo, Norway, title no. 208/667 in Oslo municipality;


(d)	leasehold agreement with GlasMagasinet ASN relating to lease of 24 square metre gross area (incl. common area and technical room) in the basement floor of Glasmagasinet, Stortorvet 10, 0155 Oslo, title no. 208/667 in Oslo municipality (storage premises);


(e)	fixed-term lease agreement (Nw. åremålsleieavtale) with Hyttestyret Bjarne Fredriksen/Georg Lützow-Holm relating to the Company's alpin cabin no 1 A, Trysilfjellet, 2420 Trysil, Norway; and


(f)	the Company owns a ski chalet in Norefjell, Norway (title no. 209/2, section no. 13 in Krødsherad municipality) for purposes of company retreats/social events;

Proposed Transaction means the transaction contemplated by the Transaction Documents;

Purchaser Group means the Purchaser and its Affiliates from time to time;

Purchaser Obligation means any representation, covenant, warranty or undertaking to indemnify given by the Purchaser to the Seller under this Agreement;

Purchaser’s Bank Account means the Purchaser’s bank account at Nordea Bank Norge ASA; in the name of the Purchaser; account number 6005.05.22566; IBAN number NO98 6005 0522 566; SWIFT: NDEANOKK (or such other account(s) as the Purchaser may notify the Seller of in writing);

Relief includes, unless the context otherwise requires, any allowance, credit deduction, exemption or set-off in respect of Tax or relevant to the computation of any income, profit or gains for the purposes of any Tax or any repayment or saving of Tax (including any repayment supplement or interest in respect of Tax);

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Representatives has the meaning given in clause 20.1;

Seller Group means the Seller and its Affiliates from time to time but excluding the Company;

Seller Obligation means any representation, covenant, warranty or undertaking to indemnify given by the Seller to the Purchaser under this Agreement (including the Tax Covenant);

Seller’s Bank Account means the Seller’s bank account at Wells Fargo Bank; beneficiary name: Ciber International BV; account number: 279959; SWIFT: WFBIUS6S (or such other account(s) as the Seller and Purchaser may agree in writing);

Shares means the shares comprising issued share capital of the Company;

Specific Accounting Treatments has the meaning given in Part A of Schedule 9;

subsidiary and subsidiaries means any company in relation to which another company is its parent company;

Surviving Provisions means clauses 13 (Tax), 19 (Announcements), 20 (Confidentiality), 21 (Assignment), 23 (Costs), 24 (Notices), 25 (Conflict with other Agreements), 26 (Whole Agreement), 27 (Waivers, Rights and Remedies), 30 (Variations), 31 (Invalidity), 32 (Third Party Enforcement Rights), 34 (Governing Law and Jurisdiction) and Schedule 14 (Definitions and Interpretation);

Target Working Capital means the target of what the reasonable Working Capital attributable to the Company should be, as shown in Exhibit 1;

Tax and Taxation includes, without limitation (a) taxes on gross or net income, profits and gains, and (b) all other taxes, levies, duties, imposts, charges and withholdings of any fiscal nature, including any excise, property, wealth, capital, value added, sales, use, occupation, transfer, franchise and payroll taxes and any social security or social fund contributions, and any liability for repayment of unlawful state aid in relation to Tax, and any payment whatsoever which the relevant person may be or become bound to make to any person as a result of the discharge by that person of any tax which the relevant person has failed to discharge, together with all penalties, charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them and regardless of whether such taxes, levies, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person and of whether any amount of them is recoverable from any other person;

Tax Authority means any taxing or other authority competent to impose any liability to Tax, or assess or collect any Tax;

Tax Claim means a claim for a breach of any of the Tax Warranties or a claim under the Tax Covenant;

Tax Covenant mean the covenants relating to Tax set out in clause 13

Tax Warranties means the warranties set out in Schedule 1Part G;

Third Party Assurances means all guarantees, indemnities, counter‑indemnities and letters of comfort of any nature given (i) to a third party by the Company in respect of any obligation of

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a member of the Seller Group; and/or (as the context may require) (ii) to a third party by a member of the Seller Group in respect of any obligation of the Company;

Third Party Right means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the foregoing;

Trade Creditors means amounts payable at Closing in respect of trade creditors by the Company (including, in each case, any customers’ prepayments and trade bills payable);

Trade Debtors means amounts receivable at Closing in respect of trade debtors by the Company (including, in each case, any amounts recoverable, payments in advance, trade bills recoverable, prepayments and accrued income);

Transaction Documents means this Agreement, the Disclosure Letter, the Escrow Agreement, the Transitional Services Agreement, the Trademark License Agreement any other documents in the Agreed Form;

Transitional Services Agreement has the meaning given in clause 12;

Unconditional Date has the meaning given in clause 3.6;

US Exchange Rate means the spot rate of exchange (the closing mid-point) for NOK into United States Dollars on the day before the relevant payment date as published by Bloomberg or, where no such rate is published in respect of that currency for such date, at the rate quoted by Reuters as at the close of business in Norway on the day before the relevant payment date;

VAT means value added tax and any similar sales or turnover tax of any relevant jurisdiction;

Warranties means the warranties given pursuant to clause 6 and set out in Schedule 1;

Working Capital means, in relation to the Company, the working capital of the Company as at Closing, comprising each of the line items set out in Exhibit 1 and no others; for the avoidance of doubt Working Capital includes all Trade Creditors, all Trade Debtors and all interest payable or receivable accrued as at Closing, except on External Debt or in respect of any Inter-Company Debt (including, for the avoidance of doubt, the Excluded Inter-Company Debt); and

Working Hours means 9.30am to 5.30pm in the relevant location on a Business Day.

2. Interpretation. In this Agreement, unless the context otherwise requires:


(a)	references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality);


(b)	a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted except to the extent that any amendment or modification made after the date of this Agreement would increase or alter the liability of the Purchaser under this Agreement;

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(c)	headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references to one gender include all genders;


(d)	references to any Norwegian legal term or concept shall, in respect of any jurisdiction other than Norway, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;


(e)	references to NOK are references to the lawful currency from time to time of Norway;


(f)	references to times of the day are to Oslo time;


(g)	references to writing shall include any modes of reproducing words in a legible and non-transitory form;


(h)	for the purpose of applying a reference to a monetary sum expressed in NOK, an amount in a different currency shall be deemed to be an amount in NOK translated at the Exchange Rate at the relevant date (which in relation to a Claim, shall be the date of receipt of notice of that Claim under Schedule 2);


(i)	any statement in this Agreement qualified by the expression to the best of the Seller’s knowledge or so far as the Seller is aware or any similar expression shall be deemed to include an additional statement that it has been made after due and careful enquiry and shall be deemed also to include the knowledge of the Company and each member of the Seller Group; and


(j)	any phrase introduced by the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. Enactments. Except as otherwise expressly provided in this Agreement, any express reference to an enactment (which includes any legislation in any jurisdiction) includes references to (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the date of this Agreement; (ii) any enactment which that enactment re‑enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the date of this Agreement) under that enactment, as amended, consolidated or re‑enacted as described in (i) or (ii) above, except to the extent that any of the matters referred to in (i) to (iii) occurs after the date of this Agreement and increases or alters the liability of the Seller or the Purchaser under this Agreement.

4. Schedules and Exhibits. The Schedules and Exhibits comprise schedules and exhibits to this Agreement and form part of this Agreement.

5. Inconsistencies. Where there is any inconsistency between the definitions set out in this Schedule and the definitions set out in any clause or any other Schedule, then, for the purposes of construing such clause or Schedule, the definitions set out in such clause or Schedule shall prevail.

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SIGNATURE

This Agreement is signed by duly authorised representatives of the parties:



SIGNED	)	SIGNATURE:	/s/ Christian Mezger
for and on behalf of	)
CIBER INTERNATIONAL B.V.	)	NAME:	Christian Mezger



SIGNED	)	SIGNATURE:	/s/ Maalfrid Brath	/s/ Anett Kristensen
for and on behalf of	)
EXPERIS AS	)	NAME:	Maalfrid Brath	Anett Kristensen

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EX-10.2 3 exhibit102consenttocredita.htm EXHIBIT 10.2 Exhibit

Exhibit 10.2

CONSENT TO CREDIT AGREEMENT

THIS CONSENT TO CREDIT AGREEMENT (this "Consent") is entered into as of August 24, 2016, by and among the financial institutions party thereto from time to time (together with their respective successors and assigns, the "Lenders"), Wells Fargo Bank, N.A., as a Lender and administrative agent for the Lenders (in such capacity, "Agent"), CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of itself and each other Borrower (as defined in the Credit Agreement, defined below) other than CIBER AG, an Aktiengesellschaft organized under the laws of Germany ("CIBER AG") and CIBER AG.

WHEREAS, Borrower Representative, CIBER AG, CIBER UK Ltd., a limited company incorporated in England and Wales with company number 02623681 ("UK Borrower"), CIBER International B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands ("CIBER International"), CIBER Nederland B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands ("CIBER Nederland"; together with CIBER International, "Dutch Borrowers"), CIBER Holding GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("CIBER Holdings Germany"), topcontracts GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("topcontracts Germany"), CIBER AG and CIBER Managed Services GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("CIBER Managed Services" and collectively with CIBER Holdings Germany, topcontracts Germany and CIBER AG, each a "German Borrower" and collectively, the "German Borrowers"); Borrower Representative and European Borrowers (as defined in the Credit Agreement) are referred to hereinafter each individually as a "Borrower" and collectively as "Borrowers"), Agent and Lenders are parties to that certain Credit Agreement dated as of May 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; unless otherwise defined, capitalized terms used herein shall have the same meanings ascribed to such terms in the Credit Agreement);

WHEREAS, Borrowers have advised Agent and Lenders that CIBER International has entered into that certain Agreement dated on or about August 24, 2016, by and between CIBER International, as seller, and Experis AS, as purchaser (the "Ciber Norge Agreement"), pursuant to which (inter alia) CIBER International will sell to the purchaser all of the issued share capital and all rights attaching to such issued share capital, as of the Closing Date (as defined in the Ciber Norge Agreement), of Ciber Norge AS, a private company with limited liability (Norwegian: Aksjeselskap), with corporate seat in Oslo, Norway (such sale pursuant to the Ciber Norge Agreement, the "Ciber Norge Sale");

WHEREAS, Borrowers acknowledge and agree that absent the prior written consent of Required Lenders, the Ciber Norge Sale would be a breach of Section 6.4 of the Credit Agreement and an automatic Event of Default under Section 8.2(a) of the Credit Agreement

WHEREAS, the Required Lenders are willing to so consent to the Ciber Norge Sale subject to the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Consent. Subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Consent and in reliance upon the representations and warranties set forth in Section 5 of this Consent, Agent and Required Lenders hereby consent to the consummation of the Ciber Norge Sale pursuant to the Ciber Norge Agreement; provided that (a) Borrower Representative or one of its Subsidiaries shall receive no less than $7,000,000 of gross sale proceeds from the Ciber Norge Sale (it being understood that $700,000 of such amount shall be deemed to have been so received by the payment of an equivalent amount of Norwegian Krone to an escrow account as contemplated in the Ciber Norge Agreement) (the "Gross Sale Proceeds"), and (b)(i) no less than $6,021,000 of such sale proceeds of the Ciber Norge Sale plus (ii) no less than $3,660,000 of cash on the books of Ciber Norge AS shall be paid into the Agent's US Account on or prior to the Closing Date (as defined in the Ciber Norge Agreement) for application to the outstanding principal amount of the US Revolving Loans (in each case without a corresponding reduction of the US Revolver Commitments with respect to such prepayment) and (c) all cash payments made to CIBER International or any Subsidiary of Borrower Representative pursuant to the CIBER Norge Agreement after the date hereof, if any, including pursuant to Section 2.3 and Schedule 9 of CIBER Norge Agreement, shall be paid into the Agent's US Account within 2 Business Days of receipt thereof for application to the outstanding principal amount of the US Revolving Loans (without a corresponding reduction of the US Revolver Commitments with respect to such prepayment). As a condition to such consent, Agent shall impose a block on US Availability of $3,000,000 at all times after the date of this Consent, reducing the amount of US Availability on any date of determination by $3,000,000; each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG expressly acknowledge and agree that such block is a condition to the consent provided in this Consent. This is a limited consent and shall not be deemed to constitute a consent or waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document, as applicable, or to prejudice any right or remedy that Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document.

2. Continuing Effect. Except as expressly set forth in Section 1 of this Consent, nothing in this Consent shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect.

3. Reaffirmation and Confirmation. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG), and CIBER AG hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents represent the valid, enforceable and collectible obligations of Borrowers, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG), and CIBER AG hereby agrees that this Consent in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Borrower in all respects.

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4. Conditions to Effectiveness. This Consent shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent:

(a) Agent shall have received a fully executed copy of this Consent, including the Consent and Reaffirmation attached hereto;

(b) Agent shall have received fully executed copies of the Ciber Norge Agreement, the Transition Services Agreement, and the Escrow Agreement together with any schedules and exhibits attached thereto;

(c) The Ciber Norge Sale shall have been consummated pursuant to the Ciber Norge Sale Agreement (which shall not have been amended further, except as disclosed in writing to Agent and expressly consented to by Agent); and

(d) No Default or Event of Default shall have occurred and be continuing on the date hereof (other than the Specified Events of Default) after giving effect to this Consent and the consummation of the Ciber Norge Sale.

5. Representations and Warranties. In order to induce Agent and Lenders to enter into this Consent, each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER AG hereby jointly and severally represent and warrant to Agent and Lenders that, after giving effect to this Consent:

(a) All representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Consent, in each case as if then made, other than representations and warranties that expressly relate solely to an earlier date;

(b) No Default or Event of Default (other than the Specified Events of Default) has occurred and is continuing;

(c) This Consent and the Credit Agreement constitute legal, valid and binding obligations of each Borrower and are enforceable against each Borrower in accordance with their respective terms, except as such enforcement may be limited by equitable principals or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally; and

(d) Borrowers have provided a true, complete and correct copy of the Ciber Norge Agreement and all other material documents being entered into by any Loan Party in connection therewith, and none of the Ciber Norge Agreement or any such other documents have been amended or otherwise modified in any manner since the signing date of August 24, 2016, except as has been expressly disclosed to Agent in writing.

6. Miscellaneous.

(a) Expenses. Subject to Section 2.5 of the Credit Agreement, each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER

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AG jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Consent and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Consent and the Credit Agreement.

(b) Governing Law. This Consent shall be a contract made under and governed by the internal laws of the State of New York. The choice of law and venue and jury trial waiver provisions set forth in Section 12 of the Credit Agreement are incorporated herein by reference and shall apply in all respects to this Consent.

(c) Counterparts. This Consent may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Consent. Delivery of an executed counterpart of this Consent by facsimile or other electronic transmission (including a ".pdf" file) shall be equally effective as delivery of an original executed counterpart of this Consent.

7. Release.

(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Borrower or Guarantor or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto, in each case, solely that arises at any time on or prior to the day and date of this Consent.

(b) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

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(c) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

8. Acknowledgement of Existing Events of Default. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG each hereby acknowledges and agrees that certain Events of Default have occurred and are continuing, including without limitation the Events of Default (the "Specified Events of Default") identified in that certain Reservation of Rights letter delivered from Agent to Borrowers on May 10, 2016 and in that certain Reservation of Rights letter delivered from Agent to Borrowers on August 22, 2016, each of which remains outstanding on the date hereof. Agent and the Lenders have not waived, and have no intention of waiving, any Events of Default (including, without limitation, the Specified Events of Default) which may have occurred or are continuing as of the date hereof or any Events of Default which may occur after the date hereof or any of their respective rights and remedies with respect thereto. Nothing contained in this Consent, and no delay on the part of Agent or any Lender in exercising any such rights or remedies, shall be construed as a waiver of any such rights or remedies. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG hereby acknowledge and agree that in connection therewith and without limiting the foregoing, pursuant to Section 3.2 of the Credit Agreement, the existence of the Specified Events of Default suspends the obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to issue, extend or amend any other Letter of Credit hereunder) unless Lender Group (or any member thereof) subsequently determine in their sole discretion to make additional Revolving Loans hereunder (or to issue, extend or amend any other Letter of Credit hereunder) pursuant to terms and conditions determined by each member of the Lender Group in its sole discretion.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.



	CIBER, INC., a Delaware corporation, on behalf of itself and each other Borrower (other than CIBER AG)
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Chief Financial Officer



	CIBER AG
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Director-Supervisory Board

Signature Page to Consent to Credit Agreement



	WELLS FARGO BANK, N.A., a national banking association, as Agent, as Lead Arranger, as Sole Book Runner, as UK Security Trustee, as a US Lender, as a UK-Dutch Lender and as a German Lender
By:	/s/ Karen Kenney
Name:	Karen Kenney
	Its Authorized Signatory

Signature Page to Consent to Credit Agreement

CONSENT AND REAFFIRMATION

CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of each other Guarantor (as defined in the Credit Agreement) hereby: (i) acknowledges receipt of a copy of the foregoing Consent to Credit Agreement (the "Consent") (terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to each Borrower's execution and delivery thereof; (iii) agrees to be bound thereby, including Section 7 of the foregoing Consent; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents to which the undersigned is a party (except as expressly set forth in the foregoing Consent) and reaffirms that each such Loan Document is and shall continue to remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, Borrower Representative, on behalf of each Guarantor, acknowledges and agrees that each Guarantor understands that Agent and Lenders have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor's acknowledgment or agreement to future consents, amendments or waivers, and nothing herein shall create such a duty.

[signature pages follow]



	CIBER, INC., a Delaware corporation, on behalf of each Guarantor
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Chief Financial Officer

Signature Page to Consent and Reaffirmation to Consent to Credit Agreement

Exhibit A

Ciber Norge Agreement

(See Attached)

Exhibit A

EX-10.3 4 exhibit103consentswedenaug.htm EXHIBIT 10.3 Exhibit

Exhibit 10.3

CONSENT TO CREDIT AGREEMENT

THIS CONSENT TO CREDIT AGREEMENT (this "Consent") is entered into as of September 19, 2016, by and among the financial institutions party thereto from time to time (together with their respective successors and assigns, the "Lenders"), Wells Fargo Bank, N.A., as a Lender and administrative agent for the Lenders (in such capacity, "Agent"), CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of itself and each other Borrower (as defined in the Credit Agreement, defined below) other than CIBER AG, an Aktiengesellschaft organized under the laws of Germany ("CIBER AG") and CIBER AG.

WHEREAS, Borrowers have advised Agent and Lenders that Consultants in Business, Engineering and Research Sweden AB ("Consultants") has entered into that certain Sale and Purchase Agreement dated on or about September 19, 2016, by and between Consultants, as seller, and Bouvet Stockholm AB ("Buyer"), as buyer, attached hereto as Exhibit A (the "Sale Agreement"), pursuant to which, among other things, (inter alia) Consultants will sell the Purchased Assets (as defined in the Sale Agreement) to the Buyer and the Buyer will assume the Assumed Liabilities (as defined in the Sale Agreement) of Consultants (such sale pursuant to the Sale Agreement, the "Sweden Sale");

WHEREAS, Borrowers acknowledge and agree that absent the prior written consent of Required Lenders, the Sweden Sale would be a breach of Section 6.4 of the Credit Agreement and an automatic Event of Default under Section 8.2(a) of the Credit Agreement;

WHEREAS, the Required Lenders are willing to so consent to the Sweden Sale subject to the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

4. Conditions to Effectiveness. This Consent shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent:

(a) Agent shall have received a fully executed copy of this Consent, including the Consent and Reaffirmation attached hereto;

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(b) Agent shall have received a fully executed copy of the Sale Agreement together with any schedules and exhibits attached thereto;

(c) The Sweden Sale shall have been consummated pursuant to the Sale Agreement (which shall not have been amended further, except as disclosed in writing to Agent and expressly consented to by Agent); and

(b) No Default or Event of Default (other than the Specified Events of Default) has occurred and is continuing;

(d) Borrowers have provided a true, complete and correct copy of the Sale Agreement and all other material documents being entered into by any Loan Party in connection therewith, and none of the Sale Agreement or any such other documents have been amended or otherwise modified in any manner since the signing date of September 19, 2016, except as has been expressly disclosed to Agent in writing.

6. Miscellaneous.

(a) Expenses. Subject to Section 2.5 of the Credit Agreement, each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER AG jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Consent and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in

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connection herewith. All obligations provided herein shall survive any termination of this Consent and the Credit Agreement.

7. Release.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.



	CIBER, INC., a Delaware corporation, on behalf of itself and each other Borrower (other than CIBER AG)
By:	/s/ Christian Mezger
Name: Title:	Christian Mezger Chief Financial Officer



	CIBER AG
By:	/s/ Christian Mezger
Name: Title:	Christian Mezger Director – Supervisory Board

Signature Page to Consent to Credit Agreement



	WELLS FARGO BANK, N.A., a national banking association, as Agent, as Lead Arranger, as Sole Book Runner, as UK Security Trustee, as a US Lender, as a UK-Dutch Lender and as a German Lender
By:	/s/ Karen Kenney
Name:	Karen Kenney Its Authorized Signatory

Signature Page to Consent to Credit Agreement

CONSENT AND REAFFIRMATION

[signature pages follow]



	CIBER, INC., a Delaware corporation, on behalf of each Guarantor
By:	/s/ Christian Mezger
Name: Title:	Christian Mezger Chief Financial Officer

Signature Page to Consent and Reaffirmation to Consent to Credit Agreement

Exhibit A

Sale Agreement

(See Attached)

EX-10.4 5 exhibit104ciberrpauk.htm EXHIBIT 10.4 Exhibit

Exhibit 10.4



	DATED OCTOBER 27 2016

	FAUNUS GROUP INTERNATIONAL, INC.	(1)
	and
	CIBER UK LTD	(2)



	RECEIVABLES PURCHASE AGREEMENT

Squire Patton Boggs (UK) LLP

7 Devonshire Square

London

EC2M 4YH

United Kingdom

DX 136546 Bishopsgate 2

O +44 20 7655 1000

F +44 20 7655 1001

Reference SSH.325-0043

CONTENTS



1	INTERPRETATION	1
2	COMMERCIAL TERMS	1
3	Definitions and interpretation	4
4	COMMENCEMENT AND DURATION	18
5	ASSIGNMENT	19
6	PERFECTION OF TITLE	20
7	NOTIFICATION OF RECEIVABLES	20
8	INELIGIBLE RECEIVABLES	21
9	PURCHASE PRICE	23
10	FEES	25
11	COLLECTION	27
12	ONLINE SERVICES	30
13	CREDIT BALANCES	30
14	INFORMATION RELATING TO RECEIVABLES AND CUSTOMERS	31
15	GENERAL WARRANTIES AND REPRESENTATIONS	32
16	RECEIVABLE SPECIFIC WARRANTIES	34
17	GENERAL COVENANTS	35
18	INCREASED COSTS	38
19	Termination events	38
20	POWER OF ATTORNEY	41
21	VAT	41
22	INDEMNITY	41
23	ACCOUNTS	42
24	CERTIFICATION	42
25	MISCELLANEOUS	42
26	SET-OFF	43
27	CONFIDENTIALITY	44
28	CONFIDENTIAL INFORMATION	44
29	NOTICES	46
30	COUNTERPARTS	46
31	ASSIGNMENT AND AGENCY	47
32	Additional Parties	47
33	GOVERNING LAW	48
34	JURISDICTION OF ENGLISH COURTS	48
Schedule 1 Conditions PRECEDENT		48
Schedule 2 Data Protection		54
Schedule 3 Form of Accession Deed		55
Over Advances - Terms and Conditions		56



DATE OF RECEIVABLES PURCHASE AGREEMENT		2016
PARTIES
(1)	FAUNUS GROUP INTERNATIONAL, INC. a Delaware corporation, whose principal office is at 80 Broad Street, 22nd Floor, New York, NY 10004 ("FGI"); and
(2)	CIBER UK LTD a limited liability company incorporated in England and Wales with registered number 02623681 and whose registered office is at 62 Buckingham Gate, 5^th Floor, London SW1E 6AJ (the "Original Client").

IT IS AGREED THAT:


1	INTERPRETATION


1.1	Components of the agreement between the Parties

The legal agreement between the Parties consists of:


(a)	this Receivables Purchase Agreement;


(b)	any separate Facility Conditions that are agreed in writing by the Parties to be applicable; and


(c)	any other Finance Documents; and


(d)	any document referred to in any of the above (or otherwise agreed in writing by the Parties) as having legal effect.


1.2	Meanings

The meanings of words or phrases with special meanings and shown with initial capital letters are given in clause 3 (Definitions and interpretation) of this Receivables Purchase Agreement or, as the case may be, in the applicable Facility Conditions.


1.3	Single agreement

This Receivables Purchase Agreement and the Facility Conditions, if any, in force for the time being (together and as varied, amended, supplemented and/or substituted from time to time in accordance with their respective terms, the “Agreement”) together constitute and should be construed together as a single agreement.


1.4	Entire agreement

Except as stated in clause 1.1 (Components of the agreement between the Parties), the Agreement constitutes the entire agreement between the Parties in relation to the matters referred to in it and supersede any previous agreement, express or implied, in relation to such matters.


2	COMMERCIAL TERMS

The following Commercial Terms apply to this Receivables Purchase Agreement:



2.1	Credit Parties as at the Commencement Date
	Original Client details:
	(a) Name:	Ciber UK Ltd
	(b) Country of incorporation:	England and Wales
	(c) Company number:	2623681
	(d) Registered office:	62 Buckingham Gate, 5^th Floor, London SW1E 6AJ
	(e) Trading address (if different):	N/A
	(f) Facsimile number:	0870 0000205
	(g) Financial Year End Date	31 December
	Initial Security Obligors:	(a) the Original Client; (b) Ciber Inc; (c) German Clients
2.2	Duration of Receivables Purchase Agreement:
	(a) Commencement Date:	The date of this Agreement or such later date on which all the conditions precedent (if any) specified in part A of Schedule 1 (Conditions precedent) have been satisfied
	(b) Minimum Period:	36 months from and including the Commencement Date
	(c) Notice period:	3 months
2.3	Receivables Purchase Facility particulars:
	(a) Type of facility:	Disclosed receivables purchase
	(b) Facility Limit:	$12,000,000 in aggregate with the Covered Affiliate Agreements
	(d) Description of Eligible Receivables:	All UK Receivables except for Ineligible Receivables and those that are otherwise expressly excluded
	(e) Nature or Client’s business:	Information technology service activities
	(f) Approved Currencies	Euro, Pounds Sterling and US Dollars
	(g) Permitted Territories	Any jurisdiction, other than a Sanctioned Territory
	(h) Prepayment Percentage:	80 per cent.



	(i) Permitted Credit Period:	90 days from the date of the relevant Invoice. This applies to Invoices issued to all Customers
	(j) Debtor Concentration Limit:	Expressed as a percentage of all Outstanding Notified Receivables of the Client at any time, the Debtor Concentration Limit is 20 per cent.
	(l) Additional categories of Permitted Security (if any)	Security Interests held by Wells Fargo over the assets of the Original Client as agreed in writing between FGI and the Original Client
	(m) Conditions Subsequent	(a) The Client shall provide an updated audit of its assets within 90 days of the Commencement Date; (b) within 30 days of the Commencement Date such security over the assets of Ciber International B.V and Ciber Nederland B.V as shall be agreed between FGI and the Original Client in writing shall be granted in favour of FGI.
	(n) Initial Security Documents	the Debenture (as defined in part A of Schedule 1 (Conditions precedent);
	(n) Additional Finance Documents (refer to definition of “Finance Documents”)	(a) the Deeds of Priority (as referred to in part A of Schedule 1 (Conditions precedent).
	(o) Permitted Dilution Percentage	means 13.5% in any 90 day period
2.4	Fees and charges:
	(a) Closing Fee:	$120,000 in aggregate with the Covered Affiliate Agreements
	(b) Discount rate:	4.50 per cent. per annum above the Applicable Rate, subject to a minimum Discount rate of 5.25 per cent per annum
	(c) Applicable Rate	LIBOR
	(d) Administration Fee:	In relation to each Receivable, 0.29 per cent. of its Notified Value
	(e) Annual Fee:	Nil
	(f) Agency Termination Fee:	A sum equal to 5 per cent of Funds In Use at the relevant time
	(f) Audit Fee:	£1,250 per man day, plus costs and expenses reasonably incurred



	(g) Non-Utilisation Fee Percentage	The percentage rate per annum that is equal to the sum of the Discount rate and the Administration Fee
	(h) Net Funds Employed (for the purposes of calculating the Non-Utilisation Fee)	$4,000,000
	(i) Early Termination Fee	If this Receivables Purchase Agreement is terminated: (i) prior to the first anniversary of the Commencement Date, a sum equal to 3.00 per cent of the Facility Limit; or (ii) on or after the first anniversary of the Commencement Date, but before the second anniversary of the Commencement Date, a sum equal to 2.00 per cent of the Facility Limit; or (iii) on or after the second anniversary of the Commencement Date, but before the third anniversary of the Commencement Date, a sum equal to 1.00 per cent of the Facility Limit.
	(j) Misdirected Payment Fee	In relation to a Receivable, a sum equal to 15 per cent of its Notified Value


3	DEFINITIONS AND INTERPRETATION


3.1	Definitions

In this Agreement, unless the context otherwise requires:

"Accession Deed" means a document substantially in the form set out in ‎Schedule 4 (Form of Accession Deed).

“Accounting Principles” means the generally accepted accounting principles as in effect on the Commencement Date applied in a manner consistent with the most recent audited financial statements of each Client and its Subsidiaries delivered to FGI in accordance with 14.1(b) (Provision of information).

"Accounts" means any account operated by FGI in its books for each Client in accordance with the terms of any Finance Document.

“Additional Client” means any wholly-owned Subsidiary of the Original Client which becomes a Client in accordance with clause 32(Additional Parties).

“Additional Obligor” means an Additional Client or an Additional Security Obligor.

“Additional Security Obligor” means a company which becomes a Security Obligor in accordance with clause 32(Additional Parties).

"Administration Fee" means a fee payable by each Client, in accordance with clause 10.3 (Administration Fee), in the amount specified in the Commercial Terms.

"Administrator" means any person appointed under schedule B1 to the Insolvency Act 1986 to manage a Client's affairs, business and property.

Advance" means an advance made or to be made by FGI pursuant to the Over Advance Facility and "Advances" shall be construed accordingly.

"Agency Termination Fee" means the fee payable in accordance with clause 10.8 (Agency Termination Fee) in the amount specified in the Commercial Terms.

"Annual Fee" means the fee payable in accordance with clause 10.10 (Annual Fee) in the amount specified in the Commercial Terms.

"Applicable Rate" means the amount specified as such in the Commercial Terms.

"Approved Currencies" means the currencies identified as such in the Commercial Terms and "Approved Currency" means any one or more of them.

"Associate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Audit Fee" means the fee payable in accordance with clause 10.6 (Audit fee) in the amount specified in the Commercial Terms.

"Availability" means the maximum aggregate amount from time to time of all monies capable of being advanced by FGI to a Client on account of the Purchase Price, being the lower of:


(a)	the amount calculated by applying the Prepayment Percentage to the aggregate Notified Value of Outstanding Eligible Receivables (being the balance for the time being standing to the credit of the Receivables Purchased Account); and


(b)	the Facility Limit,

and then, as applicable:


(c)	adding thereto the aggregate credit balance (if any) on the Reserve Account; and


(d)	deducting therefrom the Funds in Use; and


(e)	deducting therefrom the amount of any outstanding advances under any Covered Affiliate Agreement;

then (but without double counting) deducting Reserves.

"Business Day"’ means a day (other than a Saturday or Sunday) on which banks generally are open for business in London and New York.

"Change of Control" means any person or group of persons acting in concert gains direct or indirect control of the Original Client. For the purposes of this definition:


(a)	"control" of the Original Client means:


(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:


(A)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of the Original Client; or


(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Original Client; or


(C)	give directions with respect to the operating and financial policies of the Original Client with which the directors or other equivalent officers of the Original Client are obliged to comply; and/or


(ii)	the holding beneficially of more than 50 per cent of the issued share capital of the Original Client (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);


(b)	"acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly, of shares in the Original Client by any of them to obtain or consolidate control of the Original Client;

“Clients” means the Original Client and any Additional Clients and “Client” shall mean any one or more of them as the context may admit or require.

"Closing Fee" means the fee payable in accordance with clause 10.1 (Closing fee) in the amount specified in the Commercial Terms.

"Collateral" means, in relation to a Client, all property and assets, whether real or personal, tangible or intangible, in which that Client may, at any time, have any right, title or interest.

"Collection Date" means, in relation to a Receivable, no later than the third Business Day immediately following the date on which FGI identifies a remittance received by it as being referable to a Client.

"Commencement Date" means the date of commencement of this Deed which is the date on which FGI confirms to the Original Client that all conditions set out in part A of Schedule 1 (Conditions Precedent) have been satisfied or waived as the case may be.

“Commercial Terms” means the commercial terms applicable to this Receivables Purchase Agreement, as more particularly set out in clause 2 (Commercial Terms).

"Conditions Subsequent" means the conditions described as such in the Commercial Terms.

"Confidential Information" means all information relating to a Client, the Group, the Finance Documents or any Facility of which FGI becomes aware in its capacity as a finance-provider or otherwise under the Finance Documents or the Facility from either a member of the Group or its advisers, whether directly or indirectly and in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:


(a)	is or becomes public information other than as a direct or indirect result of any breach by FGI of clause 28 (Confidential Information); or


(b)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or


(c)	is already known by FGI before the date the information is disclosed to it by a member of the Group or its advisers or is lawfully obtained by FGI after that date, from a source which is, as far as FGI is aware, unconnected with the Group and which, in either case, as far as FGI is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

"Confidentiality Undertaking" means a confidentiality undertaking in any form agreed between the Original Client and FGI;

"Contribution Notice" means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

"Credit Parties" means the Clients, and the Security Obligors (or any one or more of them as the context may admit or require).

"Customer" means any person or entity (corporate or unincorporated) incurring a payment obligation to a Client (whether under a present, future or prospective Supply Contract or otherwise) and includes, where the context so permits, a person having the duty to administer the Customer's estate upon death or Insolvency.

“Covered Affiliate Agreement” means each of the German Receivables Purchase Agreement and the Spanish Receivables Purchase Agreement.

“Deeds of Priority” means the deeds of priority dated on or about the Commencement Date between FGI, Wells Fargo Bank N.A. and certain members of the Group.

"Delivered" means, in relation to a Supply Contract, full performance by the relevant Client of the Supply Contract (or any relevant or applicable part of the Supply Contract) including, in the case of goods, their readiness for collection by the Customer, or their despatch to, or to the order of, the Customer (and for these purposes a Supply Contract shall be deemed to have been fully performed in respect of the obligation of a Client to effect delivery of goods if the goods in question have been accepted, title to the goods has been exchanged and the Client has issued an invoice to the relevant Customer in

respect of the goods) or, in the case of services, the performance in full of all relevant obligations under the Supply Contract (or any relevant or applicable part of the Supply Contract).

“Dilution Percentage” means for any period of time the percentage obtained by dividing (a) the aggregate amount of credit notes, discounts and other downward adjustments to the original invoiced price of stock in trade sold or services rendered by the Client during such period, by (b) the gross amount of receipts in respect of Receivables for such period, all as determined by FGI.

"Discount" means the charge for Prepayments (if any) made by FGI calculated in the manner prescribed by clause 10.2 (Discount) and at the rate initially specified in the Commercial Terms.

"Dormant Subsidiary" means a member of the Group that does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including without limitation, indebtedness owed to it) which in aggregate have a value of more than 5.00% of the gross assets or turnover of the Group.

"Early Termination Fee" means the fee payable in accordance with clause 10.4 (Early Termination Fee) in the amount specified the Commercial Terms.

"Eligible Receivable" means a Receivable which is not an Ineligible Receivable.

"Euro","€" and “EUR” means the single currency for the time being of the Participating Member States.

“Facility” means and includes any or all (as the context requires) of the Receivables Purchase Facility and other facility or facilities made available at any time by FGI to the Clients from time to time by mutual agreement, whether on the same date as this Agreement and whether pursuant to Facility Conditions or otherwise.

“Facility Conditions” means the separately entitled conditions relating to a named Facility made available by FGI to a Client from time to time.

"Facility Limit" means the amount specified as such in the Commercial Terms.

"Finance Documents" means this Receivables Purchase Agreement, the German Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement, the Deed of Priority, any Facility Conditions, the Security Documents, all Notification Letters, any Accession Deed, any document identified as an additional Finance Document in the Commercial Terms or any Facility Conditions and any other document designated as a "Finance Document" by written agreement between FGI and the Original Client.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) monies borrowed and debit balances at banks or other financial institutions;


(b)	any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);


(c)	any note purchase facility or the issue of bonds (but not trade instruments), notes, debentures, loan stock or any similar instrument;


(d)	the amount of any liability in respect of finance leases;


(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);


(f)	any treasury transaction (and, when calculating the value of that treasury transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that treasury transaction, that amount) shall be taken in to account);

(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability (but not, in any case, trade instruments) of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition or (ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme;


(h)	any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) or are otherwise classified as borrowings under the Accounting Principles;


(i)	any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;


(j)	any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

"Financial Records" means, in relation to the Collateral, all of a Client's rights to:


(a)	any ledger, computer data, records, documents, disks, electronic data or machine-readable material on or by which the financial or other information pertaining to the assets of the Client is recorded or evidenced; and


(b)	any equipment necessary for reading or amending the same.

"Financial Statements" means the financial statements referred to in clause 14.1(b) (Provision of Information) and any other correspondence, information, commentary or

opinion arising from or relating to such financial information whether to or by the auditors, or otherwise.

"Financial Support Direction" means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

"Financial Year" means the annual accounting period of the Group ending on the Financial Year End Date specified in the Commercial Terms.

"Funds In Use" means, the aggregate amount of:


(a)	the debit balance (if any) on the Funds In Use Account, calculated by aggregating all Prepayments debited to the Funds In Use Account; and


(b)	any debit balance then standing on the Reserve Account in accordance with clause 9.4 (Reserve Account).

"Funds In Use Account" means in relation to the Receivables Purchase Facility, the account maintained by FGI in its books, in the name of each Client, for the purpose of recording Prepayments made by FGI to the Clients.

“Pounds Sterling”, "GBP" and "£" means the lawful currency of the United Kingdom, being pounds sterling at the date of this Deed.

“German Clients” means each of Ciber AG and Ciber Managed Services GmbH

“German Receivables Purchase Agreement” means the receivables purchase agreement to be entered into between FGI and the German Clients.

“German Security” means the security over the assets of and shares in the German Clients to be entered into in relation to the German Receivables Purchase Agreement.

"Group" means the Original Client and its Subsidiaries.

"Holding Company" of a company or corporation means any company or corporation of which the first-mentioned company or corporation is a Subsidiary.

"Ineligible Receivable" means a Receivable which FGI designates as not being, or no longer being, an Eligible Receivable in accordance with clause 8 (Ineligible Receivables).

“Initial Security Documents” means the deeds and documents listed as such in the Commercial Terms.

“Initial Security Obligors” means the persons or entities identified as such in the Commercial Terms.

"Insolvency Proceedings" means, in relation to any person (and for the purposes of this definition "person" shall include a partnership):


(a)	a distress, attachment, execution, sequestration, diligence or other legal process is levied, enforced or sued out on or against all or any part of the assets of that person with an aggregate value in excess of £50,000;


(b)	a notice of intention to appoint an Administrator, liquidator or receiver being given by any person or an Administrator, liquidator or receiver being appointed; or


(c)	any person presents a petition for, or an order for the winding-up administration, company reconstruction or bankruptcy of a person is made; or


(d)	a moratorium pursuant to section 1A of and schedule A1 to the Insolvency Act 1986 or pursuant to paragraph 1A of schedule 1 to the Insolvent Partnerships Order 1994 is established other than a winding-up petition that is frivolous or vexatious and is discharged, stayed or dismissed within 7 Business days of commencement; or


(e)	a corporate action, legal proceedings or other procedure or step is taken for the suspension of payments or a moratorium of any indebtedness;


(f)	any petition or proposal is presented or a meeting is convened with a view to the rehabilitation, administration, receivership, custodianship, liquidation, bankruptcy, company reconstruction, winding-up or dissolution of that person (other than for the purpose of an amalgamation or reconstruction whilst solvent), or any other insolvency proceedings involving that person; or


(g)	any procedure analogous to the procedures referred to under parts (a) to (g) above in any jurisdiction.

A person is "Insolvent" if:


(a)	it is insolvent within the terms of the Insolvency Act 1986 or it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts or to be insolvent, or admits its inability to pay its debts as they fall due; or


(b)	it ceases to trade or notifies a Client or FGI of its intention to cease to trade or the Client or FGI otherwise becomes aware of such intention through a source reasonably considered by FGI to be reliable; or


(c)	it is subject to Insolvency Proceedings; or


(d)	an analogous event occurs in any jurisdiction,

and "Insolvency" shall be construed accordingly.

"Invoice" means the original sales invoice in respect of a Receivable issued by the Client to a Customer.

the Wall Street Journal, Interactive Edition, ceases to publish such an interest rate index, or adequate and reasonable means do not exist for ascertaining such interest rate index.

"Limit" means the Facility Limit, any customer limit and/or any other limit specified from time to time by FGI.

"Loss" means all and any losses, costs, claims, expenses (including legal expenses on an indemnity basis), actions, damages, demands and interest.

"Management Accounts" means, at any time, the then latest unaudited management accounts of each Client respectively for successive calendar months, required to be delivered to FGI pursuant to clause 12.1(b)(ii) (Provision of information) (to comprise a profit and loss account, a balance sheet and, if requested, a cashflow statement, together with consolidations where appropriate).

"Material Adverse Effect" means any event or circumstance which, in the opinion of FGI, is reasonably likely to adversely affect


(a)	the ability of a Credit Party to perform its payment obligations under any of the Finance Documents; or


(b)	the business, operations, property, assets or condition (financial or otherwise) of a Credit Party; or


(c)	the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of the Finance Documents or the rights or remedies of FGI under any of the Finance Documents.

"Minimum Period" means the period described as such in the Commercial Terms.

"Misdirected Payment Fee" means the fee payable in accordance with clause 10.9 (Misdirected Payment Fee) in the amount specified in the Commercial Terms.

"Monitoring Fee" means the fee payable each month in accordance with clause 10.7 (Monitoring fee), in a sum to be determined by FGI, acting reasonably, as being sufficient to compensate FGI for the additional management time and workload incurred by FGI.

"Net Funds Employed" means the amount specified as such in the Commercial Terms.

"Non-Utilisation Fee" means the fee payable in accordance with clause 10.5 (Non-Utilisation fee), calculated on an annual basis.

"Non-Utilisation Fee Percentage" means the percentage specified as such in the Commercial Terms.

"Notice Period" means the period described as such in the Commercial Terms.

"Notification" means the notification by a Client to FGI of a Receivable pursuant to clause 7 (Notification of Receivables) or of a credit note pursuant to clause 11.3 (Credit notes) and "Notified" and "Notify" shall be construed accordingly.

“Notification Letter” means a letter (in the form provided by FGI for this purpose) addressed to a Customer, notifying it that one or more Receivables which are or will in future become owing by it to a Client have been assigned to FGI under this Receivables Purchase Agreement and directing it to make all payments in respect of that Receivable to a Trust Account.

"Notified Value" means the full value of each Receivable as represented in a Notification (including any applicable VAT or other Tax and before any discount for prompt payment, or otherwise).

"Outstanding" means, in relation to a Receivable, that such Receivable remains unpaid and has not been reassigned.

"Over Advance Facility" means the facility to be made available by FGI to the Original Client under this Deed.

"Over Advance Payment Account" means a loan account or accounts in the name of the Original Client with FGI opened in connection with the Over Advance Facility.

"Over Advance Payment Account Balance" means the debit balance on the Over Advance Payment Account from time to time.

"Participating Member State" means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Receivables Purchase Agreement.

"Pensions Regulator" means the Pensions Regulator established under Part I of the Pensions Act 2004.

"Permitted Credit Period" means the period specified as such in the Commercial Terms, or such other period as may be agreed between FGI and the Client.

“Permitted Dilution Percentage” means the Dilution Percentage specified in clause 2.3(o).

"Permitted Security" means:


(a)	any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;


(b)	any Security Interest or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group;


(c)	any Security Interest or Quasi-Security arising under the Security Documents;


(d)	any Security Interest or Quasi-Security identified in the Commercial Terms as an additional category of Permitted Security; and


(d)	any other Security Interest or Quasi-Security to which FGI provides its prior written consent in writing from time to time.

"Permitted Territories" means the territories identified as such in the Commercial Terms;

"Prepayment" means a payment made by FGI to a Client on account of the Purchase Price of an Eligible Receivable, calculated by reference to the Prepayment Percentage.

"Prepayment Percentage" means the percentage of the Notified Value of an Eligible Receivable which is specified as such in the Commercial Terms, or such other percentage as FGI may from time to time:


(a)	agree with a Client; or


(b)	upon or following the occurrence of an Termination Event which is continuing, determine and notify to the Clients.

"Purchase and Prepayment Statement" means a statement of the credit and debit balances on the Receivables Purchased Account, the Funds In Use Account and the Reserve Account.

"Purchase Price" means the amount payable by FGI to a Client for an Eligible Receivable, calculated in accordance with clause 9.2 (Calculation of Purchase Price).

"Quasi-Security" means any arrangement by any member of the Group to:


(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;


(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

"Receivable" means an account receivable arising under, or other financial obligation due or owing to a Client under, a Supply Contract (including, in each case, any applicable Tax payable by the Customer to the Client) and where the context so admits, includes a part of any such account receivable or other financial obligation.

"Receivables Purchase Facility" means the Facility made available by FGI under this Deed.

"Receivables Purchased Account" means, in relation to the Receivables Purchase Facility, the account maintained by FGI in its books, in the name of each Client, for recording the Notified Value of Receivables.

"Recourse" means the right of FGI to require a Client to repurchase a Receivable (together with its Related Rights) at its Repurchase Price or such lesser amount as FGI may require.

"Related Rights" means, in relation to a Receivable, all rights, remedies and benefits ancillary to the Receivable, including but not limited to:


(a)	the benefit of the Supply Contract giving rise to the Receivable (but not of any obligation to perform the relevant Supply Contract);


(b)	rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of goods or services;


(c)	the benefit of all negotiable and non-negotiable instruments, guarantees, warranties, indemnities, securities, bonds and policies of insurance held by the Client or to which the Client is entitled in respect of the Receivable; and


(d)	the related Financial Records.

"Repurchase Price" means, in respect of a Receivable in respect of which FGI has Recourse as provided in clause 8.3 (Recourse for Ineligible Receivables), the Notified Value of that Receivable or the unrecovered proportion of it.

"Required Reserve Amount" means the amount determined by FGI to be equal to the value of the Reserves, the outstanding amount of any Ineligible Receivable in respect of which an Advance has been made available to a Client, Discount and any fees payable in accordance with this Receivables Purchase Agreement.

"Reserve Account" means an account in the name of FGI into which all amounts received by FGI in payment of Receivables are deposited and from which payments are made in accordance with this Receivables Purchase Agreement.

"Reserves" means any retention or adjustment to Availability that FGI determines to be appropriate, including but not limited to the payment or repayment of amounts outstanding (but not including any amounts owed under this Agreement in connection with the repurchase of any Ineligible Receivable), any Loss sustained by FGI as a result of a Credit Party’s breach of any representation, warranty or other provision of this Receivables Purchase Agreement or any other Finance Document (whether intentional or unintentional), any adjustments due and any attorneys' fees, costs and disbursements due, including, but not limited to, reasonably anticipated claims or to adequately satisfy reasonably anticipated obligations that the relevant Client may owe to FGI.

"Sanctioned Entity" means any person who is domiciled in a Sanctioned Territory or has been designated as a sanctions target or who is owned or controlled by or acting on behalf of a Sanctioned Entity.

"Sanctioned Territory" means any country which is subject to a financial sanctions regime or has been designated as a sanctions target by any of the European Union, the Office of Foreign Asset Control, the United Nations, the United Kingdom and/or other domestic regimes.

"Security Documents" means the Initial Security Documents, the German Security, the Spanish Security and any other deeds or agreements from time to time that secure, collateralize or create a Security Interest in respect of the obligations and liabilities of any Client or any Security Obligor to FGI under the Finance Documents, including (but not limited to) any guarantee, indemnity or other assurance granted to FGI in respect of such obligations and liabilities.

"Security Interest" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, trust, trust arrangement for the purposes of providing security, assignment, assignment by way of security, tracing or other equitable right, or any other agreement or arrangement having the effect of conferring security (including any such interest arising under or in connection with any letter of credit) any other security interest of any kind or preferring any obligation of any person or any other guarantee, indemnity, warranty, agreement or arrangement having the effect of conferring security.

"Security Obligors" means the Initial Security Obligors, any Additional Security Obligors and any other person, whether or not a Client, which grants a Security Interest, guarantee, indemnity or other assurance against loss in favour of FGI as collateral for the obligations and liabilities of any or all of the Clients to FGI.

"Shortfall" means, in relation to a Receivable, the amount (if any) by which the sums received or recovered by FGI for that Receivable are less than its Notified Value.

“Spanish Client” means Consultants in Business and Engineering Research, S.L.

“Spanish Receivables Purchase Agreement” means the receivables purchase agreement to be entered into between FGI and the Spanish Client.

“Spanish Security” means the security over the assets of and shares in the Spanish Client to be entered into in relation to the Spanish Receivables Purchase Agreement.

"Sterling", "£" and "GBP" mean the lawful currency of the United Kingdom.

"Subsidiary" of a company or corporation means any company or corporation:


(a)	which is controlled, directly or indirectly by the first-mentioned company or corporation; or


(b)	more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or


(c)	which is a subsidiary of another subsidiary of the first mentioned company or corporation,

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

"Supply Contract" means a contract between a Client and a Customer for the supply of goods or the provision of services.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Termination Event" means any of the events set out in clause 19.1 (Termination Events).

"Trust Account" means any bank account referable to a Client, mandated in favour of and otherwise controlled by FGI and/or declared in trust for FGI and/or blocked and/or the subject of an automatic sweep of credit balances to any account of FGI, and in respect of which, in each case, the Client has no right, title or interest in or to the balance standing from time to time to the credit of that account.

"United Kingdom" means Great Britain and Northern Ireland, but excluding the Channel Islands and the Isle of Man.

"US Dollars”, “US$" and “USD” means the lawful currency for the time being of the United States of America.


3.2	Interpretation


(a)	Unless a contrary intention appears, a reference in this Deed to:


(i)	"FGI", a "Client", any "Party" or any other person shall be construed so as to include its and any subsequent successors assigns and transferees in accordance with their respective interests;


(ii)	a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as varied, amended, supplemented, extended, restated, novated and/or replaced in any manner from time to time (however fundamentally and even if any of the same increases the obligations of any member of the Group or provides for further advances);

(iii)

case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is not numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;


(iv)	a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;


(v)	"VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to time;


(vi)	"including" or "includes" means including or includes without limitation;


(vii)	the singular includes the plural and vice versa; and


(viii)	a time of day is a reference to New York time.


(b)	Section, clause, schedule and paragraph headings are for ease of reference only and shall not affect the construction of this Deed.


(c)	a Termination Event is "continuing" if it has not been remedied or waived in writing to the satisfaction of FGI. Any waiver given by FGI in writing shall only apply to the specific occurrence of the specific event referred to in such waiver.


(d)	References to clauses, paragraphs and schedules are to be construed, unless otherwise stated, as references to clauses, paragraphs and schedules of and to this Deed and references to this Deed include its schedules.


(e)	The terms of the other Finance Documents and of any side letters between any of the parties thereto in relation to any Finance Document are incorporated in this Deed to the extent required to ensure that any disposition of the property contained in this Deed is a valid disposition in accordance with section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.


(f)	The Parties intend that this Agreement shall take effect as a deed notwithstanding the fact that a Party may only execute this document under hand.


3.3	Third Party Rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed.


4	COMMENCEMENT AND DURATION


4.1	This Deed shall begin on the Commencement Date and, subject to the other provisions of this Deed, shall continue for the Minimum Period.


4.2	Notwithstanding clause 4.1 above:


(a)	all (but not less than all) the Clients acting together may terminate the Receivables Purchase Facility in full (but not in part only) at any time by giving written notice of not less than the Notice Period to FGI;


(b)	FGI may terminate all or any part of the Facility at any time by giving written notice of not less than the Notice Period to the Clients; and


(c)	FGI may immediately terminate the Facility by written notice to the Clients upon or at any time after the occurrence of a Termination Event which is continuing,

provided that the obligations of the Clients arising under clause 10.4 (Early Termination Fee) shall not be prejudiced by this clause 4.2.


4.3	FGI shall be under no obligation to make any Prepayment in respect of this Deed until such time as it has received, in form and substance satisfactory to it, all of the documents and other evidence listed in part A of Schedule 1 (Conditions Precedent).


4.4	The Over Advance Facility shall be made available in accordance with the terms of Schedule 4 (Over Advance Facility - terms and conditions).

4.5

If and to the extent that any condition subsequent is identified in the Commercial Terms as being deliverable after the Commencement Date, the relevant Party undertakes to deliver such condition subsequent to FGI on or before the date specified for such delivery. The Parties acknowledge and agree that the failure of the relevant Party to deliver that condition subsequent to FGI on or before the date specified for such delivery shall be a Termination Event.


5	ASSIGNMENT


5.1	By executing and delivering this Deed as a deed, each Client agrees to assign and transfer and hereby assigns and transfers to FGI on a with-recourse basis;


(a)	all Receivables that are existing at the Commencement Date; and


(b)	all Receivables that are created and arising after the Commencement Date,

in each case, regardless of whether a Termination Event has occurred and/or is continuing.


5.2	Receivables assigned to FGI on the Commencement Date shall vest absolutely in FGI on the Commencement Date. Receivables created after the Commencement Date shall vest absolutely in FGI automatically upon such Receivables coming into existence without any further act on the part of either FGI or the relevant Client.


5.3	In respect of each Receivable assigned or transferred to FGI pursuant to this Deed, each Client agrees that:


(a)	the benefit of any Related Rights to that Receivable is assigned and transferred to FGI at the same time as the Receivable to which that Related Right is connected to is assigned and transferred to FGI; and

(b)

if, for any reason, title to or the benefit of that Receivable (or its Related Rights) fails to vest effectively in FGI, the relevant Client will (A) take all necessary action to ensure that FGI has an effective first fixed charge over such Receivable; and (B) hold on trust for FGI (and separately from its own property) absolutely such Receivable and the proceeds of the same, howsoever such proceeds may arise.


6	PERFECTION OF TITLE

Each Client:


6.1	shall, in respect of each Receivable existing on the Commencement Date, notify the relevant Customer in writing, by means of a Notification Letter, of the assignment created by this Receivables Purchase Agreement and direct the relevant Customer to make payments into the Trust Account;


6.2	shall include such endorsement as FGI shall require on each Invoice issued by the Client after the Commencement Date and, if FGI so requires, shall send to any new or additional customer a Notification Letter, notifying the relevant Customer of the assignment of the relevant Receivable(s) and directing the relevant Customer to make payment of the Receivable(s) into the Trust Account;


6.3	irrevocably authorises FGI to deliver to any Customer on the Client’s behalf a Notification Letter required under clause 6.1 or clause 6.2; and

6.4

if FGI so requires at any time, promptly and at its own expense execute, stamp (if appropriate) and deliver to FGI a written legal assignment of any Receivable and/or its Related Rights, in such form as FGI may require, deliver to FGI any documents, deeds, instruments, policies, securities, records or data relating to any Receivable and/or its Related Rights and/or take any other action necessary to perfect the assignment or transfer to FGI of, or FGI's title to, or the trust in FGI's favour in relation to, any Receivable (and/or its Related Rights) and the proceeds of the same.


7	NOTIFICATION OF RECEIVABLES


7.1	Requirement for Notification

Each Client must Notify FGI of all Receivables by delivering a Notification to FGI in such manner and format (including, but not limited to, delivery of a spreadsheet by authorised email or by entry of data via an online service) as FGI may direct from time to time.


7.2	Separate Notification of certain Receivables

If a Client is unable to give to FGI every one of the relevant warranties and undertakings contained in this Deed with reference to the Receivables subject to this Deed, then the relevant Client shall Notify such Receivables to FGI separately from other Receivables and clearly state in the relevant Notification the reason for such separate Notification. Without prejudice to the generality of clause 8 (Ineligible Receivables), all such Receivables shall be Ineligible Receivables.


8	INELIGIBLE RECEIVABLES


8.1	Ineligible Receivables

A Receivable will be an Ineligible Receivable for the purposes of this Receivables Purchase Agreement if any of the following apply to it:


(a)	the Receivable is not evidenced by an Invoice or other documentary evidence satisfactory to FGI;


(b)	the Receivable arises out of a sale made by a Client to an Associate of a Client or to a person controlled by an Associate of a Client;


(c)	the Receivable remains due or unpaid (whether in whole or in part) for longer than the Permitted Credit Period;


(d)	any covenant that applies to the Receivable under this Receivables Purchase Agreement has been breached;


(e)	any representation or warranty made with regard to the Receivable under this Receivables Purchase Agreement is incorrect or misleading, or the Receivable is required to be included in a separate Notification under clause 7.2 (Separate Notification of certain Receivables).


(f)	the Receivable is owed by a Customer that is Insolvent;


(g)	the Receivable is payable in stages or relates to tooling;


(h)	the Receivable arises from a sale to made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;


(i)	the goods giving rise to the Receivable have not been Delivered to and accepted by the Customer or, as the case may be, the services giving rise to it have not been performed by the relevant Client and accepted by the Customer, or the Receivable otherwise does not represent a final sale;


(j)	the Receivable is subject to any offset, deduction, defence, dispute, or counterclaim, or the Customer is also a creditor or supplier of a Client or the Receivable is contingent in any respect or for any reason;


(k)	the Receivable would breach any Limit set out in this Deed;


(l)	any return, rejection or repossession of the relevant goods has occurred or the rendition of the relevant services has been disputed;


(m)	FGI deems the warranties contained in the relevant Supply Contract to be excessive;


(n)	when aggregated with all other Outstanding Receivables of the relevant Customer, the Receivable would cause the Debtor Concentration Limit to be exceeded;


(o)	the Supply Contract or any other document related to the Receivable is not governed by the laws of England & Wales or such other law as FGI may approve in writing, and does not provide for the Customer's submission to the jurisdiction of the courts of England & Wales or such other jurisdiction as FGI may approve in writing;


(p)	the Receivable is owed by the relevant Customer acting in the capacity of a private individual;


(q)	the assignment of the Receivable is restricted or prohibited by the terms of the Supply Contract or other applicable contractual term or by law;


(r)	pursuant to regulation, the proceeds of the Receivable would not become freely available; or


(s)	the Receivable is not otherwise satisfactory to FGI as determined by FGI acting reasonably and in good faith.


8.2	Reclassification of Receivables

For the avoidance of doubt:


(a)	FGI may, in its absolute discretion but acting in good faith, re-classify an Eligible Receivable (or part of it) as an Ineligible Receivable or vice versa; and

(b)

FGI will have no obligation to make any Prepayment to a Client in respect of an Ineligible Receivable and (but only to the extent an advance has been made in respect of such Receivable) may at any time debit to the Reserve Account a sum equivalent to the outstanding amount of any Ineligible Receivable previously purchased by FGI in respect of which the Repurchase Price has not been received by FGI.


8.3	Recourse for Ineligible Receivables


(a)	FGI may require a Client, at any time after FGI has served a written notice (a "Repurchase Notice") on that Client, to repurchase immediately any Ineligible Receivable.


(b)	Each Repurchase Notice will set out in reasonable detail the description of each Receivable to be repurchased and the Repurchase Price applicable to each such Receivable.

(c)

Until all the monies payable by the relevant Client under the relevant Repurchase Notice have been paid to FGI, the Receivables included in such notice and their respective Related Rights (together with any goods relating to them) will remain vested in FGI. FGI will, upon receiving payment of all such monies and having FGI's properly incurred expenses paid by the relevant Client, re-assign the relevant Receivables and their Related Rights (and the relevant goods, if any) to that Client, and may give or require the Client to give an accompanying notice to each relevant Customer to that effect.


(d)	After the ownership of any Receivable has re-vested in the Client under clause 8.3(c), FGI will credit the relevant Reserve Account of the Client all sums subsequently received or recovered by FGI in relation to that Receivable.


(e)	FGI has an additional right to require a Client to repurchase any Receivable at any time in its absolute discretion, whether or not the relevant Client is in breach of its obligations under this Deed.


9	PURCHASE PRICE


9.1	Prepayment

(a)

Subject to the other provisions of this Deed and FGI's rights of set-off, and provided no Termination Event has occurred or will occur as a result of making such Prepayment, FGI will make a Prepayment to the relevant Client on account of the Purchase Price of each Receivable that is shown as Outstanding on the Receivables Purchased Account, up to an aggregate amount not exceeding the Availability.


(b)	FGI will debit to the Funds In Use Account an amount equal to the amount of each Prepayment made to a Client.

(c)

Without prejudice to clause 9.2 (Calculation of Purchase Price), each Prepayment made by FGI to a Client will be denominated in the same currency as the Purchase Price of the Receivable to which it relates. It is the Client's responsibility to ensure that the account to which such payment is to be transmitted under clause 9.1(a) above is suitable for the receipt of funds in the relevant currency. FGI will not be liable for any loss or damage suffered by a Client in the event that the bank or other institution at which such account is maintained declines to accept a payment transmitted to it in that currency


(d)	FGI shall pay any Prepayments made under this Deed to such bank account the details of which the Clients may notify to FGI from time to time (which must, unless FGI agrees otherwise in its absolute discretion, be an account in the relevant Client's name and maintained with a United Kingdom branch of any

major bank or financial institution), by such method of transmission as FGI may approve from time to time.


9.2	Calculation of Purchase Price


(a)	The Purchase Price of a Receivable, including its Related Rights, will be equivalent to the amount received by FGI towards the discharge of such Receivable (including any Tax according to the relevant Supply Contract), after there has been deducted (but without double-counting):


(i)	Discount and Administration Fees in respect of the Receivable;


(ii)	any discount, commission, credit, set-off or other deduction allowed or allowable by the relevant Client to the Customer;


(iii)	if that Receivable is payable other than in US Dollars, any charges for collecting and/or converting as appropriate in accordance with clause 25.4 (Miscellaneous); and


(iv)	such other adjustments as FGI is permitted to make in accordance with this Deed.


(b)	The Purchase Price of a Receivable will be denominated in:


(i)	the same currency as the Receivable, if that currency is an Approved Currency; or


(ii)	in any other case, such currency as FGI may agree.


(c)	Discount and Administration Fees will be denominated, calculated and applied in US Dollars unless FGI otherwise agrees.


(d)	All other costs, charges and expenses will be denominated in the currency in which they arise unless otherwise expressly provided in this Deed or FGI otherwise agrees.

(e)

Where a sum is to be debited or credited to the Receivables Purchased Account, the Funds In Use Account or the Reserve Account, such sum shall be denominated in US Dollars, which will to the extent necessary for this purpose be computed by reference to the spot rate of exchange of FGI's Bankers on the date of such debit or credit, but at its discretion FGI may provisionally apply the rate ruling on the date it receives the Notification relating to that Receivable, making such subsequent adjustments as may be necessary.


9.3	Payment mechanics and accounting


(a)	FGI shall credit the Notified Value of a Receivable to the Receivables Purchased Account of the relevant Client. For administrative convenience, FGI may in its sole discretion credit the Notified Value of each Receivable to the Receivables Purchased Account prior to making any or all of the deductions specified in

clause 9.2 (Calculation of Purchase Price), and may subsequently aggregate and debit such items at any time to the Reserve Account in accordance with this clause 9.

(b)

FGI shall credit an amount equal to each remittance received by it for a Receivable of a Client to the Reserve Account (and debit an equal amount to the Receivables Purchased Account) no later than the Collection Date. Any resulting balance standing to the credit of the Reserve Account shall, to the extent that it comprises the unpaid balance of the Purchase Price, be paid to the relevant Client on a weekly basis, subject always to the terms of this Deed, and provided that payment of such balance shall not cause the Facility Limit to be exceeded.


9.4	Reserve Account


(a)	FGI shall be entitled in its sole discretion, to apply the Required Reserve Amount to the Reserve Account from time to time if FGI deems it necessary to do so in order to protect FGI's interests.


(b)	If at any time, the balance standing to the credit of the Reserve Account is less than the Required Reserve Amount, each Client shall, on demand, make such payment into the Reserve Account as FGI requires in order to ensure that the credit balance on the Reserve Account is not less than the Required Reserve Amount.


9.5	Repayment

Each Client shall immediately repay to FGI, upon FGI's demand, any amount:


(a)	the payment of which is in excess of Availability; and/or


(b)	the payment of which has caused the a Limit to be exceeded; and/or


(c)	referable to any Prepayment in relation to an Eligible Receivable where such Eligible Receivable subsequently becomes designated as an Ineligible Receivable.


10	FEES


10.1	Closing Fee

The Clients shall pay to FGI:


(a)	the Closing Fee on the Commencement Date (or as otherwise agreed in writing with FGI); and


(b)	all other fees and expenses set out in this clause 10 (Fees) on the due date for payment and otherwise in accordance with the terms specified in this Deed.


10.2	Discount

For administrative convenience, the Discount to be deducted from the Notified Value of each Receivable will be calculated:


(a)	on the average amount of Funds In Use over each monthly period;


(b)	by reference to the average Applicable Rate (to be calculated on the last day of the relevant calendar month) as published daily during that calendar month,

and will be debited from the Reserve Account on the last day of each calendar month.


10.3	Administration Fee

The Administration Fee will be calculated on the Notified Value of each Receivable for each month (or part of a month) falling within the period beginning on the date of each invoice relating to a Receivable and ending on the Collection Date for that Receivable, such calculation to be made as of the Collection Date and paid by either debit to the Reserve Account or such other method of payment as FGI may require.


10.4	Early Termination Fee

If this Deed is terminated for any reason prior to the expiry of the Minimum Period, the Clients shall pay to FGI on the date that this Deed is terminated all and any sums whatsoever or howsoever unpaid but due and payable under this Deed together with the Early Termination Fee.


10.5	Non-Utilisation Fee

The Non-Utilisation Fee (if any) shall be calculated monthly, commencing on the Commencement Date. FGI shall debit the Non-Utilisation Fee to the Reserve Account on the last Business Day of each calendar month in which it accrues.

The Non-Utilisation Fee shall be calculated in accordance with the following formula:

N% X F = NUF

where:

N% is the Non-Utilisation Fee Percentage


F	is the amount by which average Funds in Use during any calendar month are less than Net Funds Employed.

NUF is the Non-Utilisation Fee.


10.6	Audit Fee

The Clients shall pay to FGI an Audit Fee following the exercise of FGI's rights set out at clause 17.2 (Information and access).


10.7	Monitoring Fee

The Clients shall pay to FGI the Monitoring Fee following the occurrence of an Termination Event.


10.8	Agency Termination Fee

The Clients shall pay to FGI the Agency Termination Fee following the exercise of FGI's rights set out at clause 11.1(c) (Collection of Receivables).


10.9	Misdirected Payment Fee

If payment of any amount to FGI is not made in accordance with clause 11.2 (Payments), FGI shall be entitled to charge the relevant Client a Misdirected Payment Fee. The provisions of this clause 10.9 are without prejudice to any other remedies that may be available to FGI at law.


10.10	Annual Fee

The Clients shall pay the Annual Fee to FGI on each anniversary of the Commencement Date.


10.11	Costs and Expenses

Each Client shall on demand reimburse FGI for:


(a)	all reasonable costs and expenses (including legal fees), together with any applicable VAT, sustained or incurred by FGI in connection with the preparation, negotiation, execution and perfection of any of the Finance Documents; and


(b)	the amount of all costs and expenses (including legal fees), together with any applicable VAT, sustained or incurred by FGI in connection with the enforcement of or the preservation of any rights under any Finance Document.


11	COLLECTION


11.1	Collection of Receivables


(a)	From the Commencement Date, but subject to clause 11.1(b) below, FGI shall have the sole and exclusive right to collect and enforce payment of every Receivable other than Receivables repurchased by a Client.


(b)	FGI's rights pursuant to clause 11.1(a) above are subject always to the fact that, FGI hereby appoints each Client as the agent of FGI, until notice to the contrary pursuant to clause 11.1(c) and for the purpose of administering the accounts of Customers and procuring the collection of Receivables for the benefit of FGI. Each Client hereby accepts such appointment and undertakes:


(i)	to act promptly and efficiently in carrying out the tasks in relation to which it is FGI’s agent;


(ii)	not to hold itself out as an agent of FGI for any other purpose;


(iii)	to adhere to the debt collection procedures of the Client in force at, and notified to and approved by FGI, on or before the Commencement Date and to obtain the prior written consent of FGI to any proposed variations to such procedures;


(iv)	by such date in each calendar month as FGI may direct, to provide to FGI copies of such records, statements and accounts of Customers and such reconciliations to the Receivables Purchased Account of the relevant Client as FGI may reasonably require;


(v)	not to instruct any solicitor or other third party to commence any legal or other proceedings for the recovery of any relevant Receivable without the prior written consent of FGI; and


(vi)	to instruct any such solicitor or third party to report promptly and fully to FGI as to the progress of any legal action for recovery of any relevant Receivable.

(c)

Following the occurrence of a Termination Event that is continuing, FGI may by notice to the relevant Client withdraw the agency appointment made in clause 11.1(b) above at any time and thereafter FGI may in its sole and absolute discretion, settle, compromise, or assign (in whole or in part), through legal action or otherwise, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any Receivable.


(d)	Each Client undertakes to use all reasonable endeavours to ensure that each Customer makes payment in accordance with the Notification Letter and, without affecting such obligation, at the Client's own expense, to despatch a letter in terms stipulated by FGI to any Customer ignoring such Notification Letter or any part thereof and to send to FGI a copy of each such letter.


(e)	If a Customer disputes any Receivable, the relevant Client will:


(i)	notify FGI promptly;


(ii)	use all reasonable endeavours to settle the dispute, subject always to FGI's rights under this clause 11.1 (Collection of Receivables); and


(iii)	promptly perform all its continuing obligations to the relevant Customer under the Supply Contract giving rise to that Receivable.

(f)

Each Client will assist FGI's collection efforts, if FGI so requests, by promptly providing all information required for that purpose and each Client agrees that for collection purposes FGI may institute and conduct legal proceedings under FGI's full control, provided that following the institution of such proceedings, FGI shall provide written notice of the same to the relevant Client. Each Client also agrees to co-operate in any such proceedings (including the giving of evidence) and agrees to be bound by anything done by FGI under this clause 11. Furthermore, each Client agrees, upon request of FGI, to initiate legal

proceedings in their own name on behalf of FGI, and to act upon FGI's instruction in that respect.


11.2	Payments


(a)	Each Client shall ensure that it shall direct all its Customers to make all payments in respect of Receivables owing by them (other than Receivables that have been repurchased by a Client) to the Trust Account or, if FGI in its sole discretion agrees, to such other account as directed by FGI (and not to any other bank account unless otherwise expressly agreed in writing by FGI).

(b)

If and to the extent that a Customer makes any payment in respect of a Receivable (other than a Receivable that has been repurchased by a Client) other than to the Trust Account or as directed by FGI, as the case may be (whether by way of making such payment to another account, by way of sending any cheque or other payment instrument directly to the Client, or in any other manner), the relevant Client will notify FGI as soon as it becomes aware of the same and within two Business Days of becoming aware of the same:


(i)	transfer the full amount of such payment to the Trust Account or as directed by FGI, as applicable, and (pending such transfer) hold the full amount of such payment on trust for FGI;


(ii)	not otherwise deal with or dispose of such payment; and


(iii)	direct the relevant Customer to make all future payments in respect of Receivables (other than Receivables that have been repurchased by a Client) to the Trust Account or as directed by FGI, as applicable.


(c)	Each Client will immediately pass to FGI or to any bank account FGI directs, any payment a Customer makes to it directly in respect of a Receivable (other than a Receivable that has been repurchased by a Client). Each Client agrees:


(i)	if it is necessary for any cheque or other payment instrument to be endorsed to enable FGI to receive payment, to endorse the same prior to its delivery to FGI and not to mark or endorse any such cheque or other payment instrument other than in favour of FGI (or as FGI may direct);


(ii)	to hold any such payment it receives for a Receivable on trust for FGI until FGI receives it; and


(iii)	not to bank any such payment for its own account.

(d)

If a Customer makes a general payment either to FGI or to a Client without specifying which debts are covered by it then FGI shall apply it firstly against any Outstanding Receivables owed by that Customer in chronological order, secondly against the discharge of the Clients’ liability to FGI, if any, whether arising under this Deed or otherwise, and thirdly, any balance shall be paid as the relevant Client wishes.


11.3	Credit notes


(a)	No Client shall accept returns or shall grant allowances, discounts, deductions or credits in excess of the Permitted Dilution Percentage to any Customer without the prior written consent of FGI.


(b)	For the avoidance of doubt, the amount of each credit note, return, allowance or discount notified to and approved by FGI under clause 11.3(a) above will be treated as a reduction to the Purchase Price of the Receivable to which it relates and will be accounted for in accordance with clause 14.1(a)(iii) (Provision of information) below.

(c)

FGI shall keep a permanent record on the Reserve Account showing all sums payable or paid to each Client, all payments received in relation to Receivables and all fees, expenses and other sums payable or paid by each Client under this Deed or otherwise. A copy of the Reserve Account shall be taken as undisputed evidence of the matters stated in it at the date of its preparation unless within thirty (30) Business Days from the publication of the same, the relevant Client notifies FGI in writing of any discrepancy.


12	ONLINE SERVICES


12.1	FGI shall provide each Client with online access via a secured website to information on the Receivables, the Purchase and Prepayment Statement and a reconciliation of the relationship relating to billing, collection and account maintenance such as aging, posting, error resolution, interest and fees payable hereunder, and mailing of statements in the ordinary course of FGI's business.


12.2	All of the information provided on the online services shall be in a format, and in such detail, as FGI, in its sole and absolute discretion, deems appropriate. In the event of any dispute, FGI's books and records shall be admissible in evidence, without objection, as prima facie evidence of the status of the Receivables, any non-vesting Receivables and the Reserve Account.


12.3	Each statement, report, or accounting rendered or issued by FGI to a Client, if any, and all online information shall (except as to manifest error) be deemed conclusive evidence and binding for the purposes of this Deed and prima facie evidence in any Dispute.


12.4	FGI's failure to provide, or a Client's failure to receive, such online access shall not relieve any Client of any of its obligations under this Deed or the responsibility of that Client to request statements of account. If the relevant Client does not make such a request, it shall be deemed to have agreed the amounts set out in FGI's records.


13	CREDIT BALANCES

If FGI's records show that a credit balance appears on any account with a Customer, whether as a result of the issue of a credit note by a Client or otherwise, FGI may (and each Client authorises FGI to) pay that credit balance to the relevant Customer and debit it to the Reserve Account. Pending any such payment by FGI to the relevant

Customer, that credit balance will constitute a contingent liability of the relevant Client to FGI.


14	INFORMATION RELATING TO RECEIVABLES AND CUSTOMERS


14.1	Provision of information


(a)	Each Client agrees that it will:


(i)	keep such accounting records as FGI may reasonably require in relation to its Receivables, in such format as FGI may specify;

(ii)

immediately following the purchase by FGI of any Receivable, make appropriate entries in its books of account, in accordance with generally accepted accounting principles where applicable, recording the sale of that Receivable and ensure that in all such books of account and other records of each Client relating to the relevant Receivable, there are conspicuous notations that the Receivable has been sold to FGI;

(iii)

on the Tuesday of each calendar week (or, if such Tuesday is not a Business Day, on the next Business Day), provide to FGI for each Customer who is indebted on a Receivable that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all credit notes, returns, allowances and discounts made during the previous week with respect to such Receivables, together with either wire payment or a cheque addressed to FGI for the amount of such credit notes, returns, allowances and discounts or a credit memorandum confirming that such amounts are to be debited to the Reserve Account;


(iv)	immediately notify FGI in writing of reclaimed, repossessed or returned merchandise, Customers' claims and disputes, and any other matters affecting any Receivables or Related Rights; and


(v)	promptly upon request, deliver to FGI:


(A)	a current listing of all open and unpaid accounts payable and Receivables; and


(B)	any upon reasonable notice, such other information about the Receivables, business, operations and financial condition of the Group as FGI may reasonably require from time to time.


(b)	The Original Client agrees that it will deliver to FGI :


(i)	the Financial Statements of each Client and (on a consolidated basis) the Group for each Financial Year as soon as the same become available, but in any event within 180 days of the expiry of that Financial Year;


(ii)	(or will procure that each Client delivers) the Management Accounts as soon as the same become available, but in any event within 30 days

after the end of each calendar month to which such Management Accounts relate;


(iii)	the projected balance sheets, anticipated capital expenditure statements of income and expense and statements of cash flow for each Client and the Group as at the end of and for each calendar month of such Financial Year, no sooner than 90 days and no later than 30 days prior to the beginning of each Financial Year.


14.2	Verification of Receivables

FGI shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interest under this Deed.


14.3	Authority to contact bank

Each Client irrevocably:


(a)	authorises FGI to provide the Client’s bankers (including for this purpose any bank with which the Client has or has had an account), accountants and/or auditors with, and to obtain from the Client’s bankers, accountants and/or auditors such information about its business, assets, financial condition or the operation of this Deed as FGI or they may require;


(b)	authorises its bankers, accountants and auditors to provide FGI with such information as it may require; and


(c)	authorises FGI to obtain from Customers their consent to the taking of references from their bankers.


15	GENERAL WARRANTIES AND REPRESENTATIONS


15.1	Representations and warranties

In addition to and without affecting any other warranty or representation given elsewhere in this Deed, each Client warrants on the Commencement Date, and so long as any monies are outstanding or the Receivables Purchase Facility is available under this Deed, that:


(a)	each Credit Party is a limited liability company or the equivalent in any relevant jurisdiction duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to own its property and assets and carry on its business as it is now being and will be conducted;


(b)	each Credit Party has the full power to enter into and perform its obligations under the Finance Documents to which it is a party and has taken all necessary action (corporate or otherwise) to authorise the unconditional execution, delivery and performance of its obligations under each such document in accordance with their respective terms;


(c)	the Finance Documents constitute legal, valid, binding and enforceable obligations of the persons party thereto (other than FGI);

(d)

the entry into and performance by a Credit Party of the Finance Documents to which it is a party and the transactions contemplated hereby and thereby do not and will not conflict with (i) any law or regulation or any official or judicial order applicable to it, or (ii) its memorandum or articles of association; or (iii) any agreement or document to which it is a party or which is binding upon it or its Collateral in a manner that could reasonably be expected to have a Material Adverse Effect;


(e)	prior to the entry into of this Deed, it has disclosed to FGI every fact or matter which it knows, having made due enquiry, would influence FGI in any decision whether or not to enter into a Finance Document, accept any person as a guarantor or indemnifier for its obligations to FGI, as to the terms of a Finance Document or as to the making of any Prepayment;

(f)

the Financial Records and other financial and business information and documentation furnished by it to FGI pursuant to this Deed are and were (or shall be) when delivered, true and accurate in all material respects (in the case of factual information), and not misleading, based upon reasonable grounds, and honestly believed (in the case of opinions, forecasts and projections), and in all cases do not contain any material misstatement or omit any material fact;


(g)	save as disclosed to FGI in writing, no litigation, arbitration or administrative proceeding or claim exists (or is current or pending or, to the best of its knowledge threatened against any Client)which if adversely determined could reasonably be expected to have a Material Adverse Effect;


(h)	save as disclosed to and agreed by FGI in writing none of the assets of a Client are subject to any Security Interest save in favour of FGI or Permitted Security and no agreement is in place which could oblige it to create any Security Interest over its Collateral;


(i)	no Client is in breach or default under any contract affecting its assets or any agreement or arrangement or any statutory or legal requirement;

(j)

the financial information delivered in accordance with clause 14.1 (Provision of information) was prepared in accordance with the Accounting Principles as were used to prepare the financial information delivered on or about the date of this Deed and give a true and fair view of each relevant Credit Party’s financial condition at the date as of which they were prepared and the results of its business and operations during the month, Financial Year or, as the case may be, quarter then ended and disclose or reserve against all material liabilities (contingent or otherwise) as at that date and all unrealised or anticipated losses from any commitment entered into by it and which existed on that date; and


(k)	each Client has filed all tax returns and other reports required to be filed and has paid all Tax, rates and rent imposed on it or upon any of its Collateral that

are due and payable (other than any Tax that is being contested in good faith and for which appropriate reserves are being held); and


(l)	the payment obligations of each Client under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


15.2	Repetition

The representations and warranties contained in clause 15.1 (Representations and warranties) shall deemed to be repeated on a daily basis, by reference to the facts and circumstances then existing, for as long as this Receivables Purchase Agreement is in full force and effect.


16	RECEIVABLE SPECIFIC WARRANTIES


16.1	Representations and warranties

The inclusion of a Receivable in a Notification (other than an Ineligible Receivable Notified under clause 7.2 (Separate Notification of certain Receivables)) shall be treated as a representation and warranty by the relevant Client to FGI that:


(a)	the Receivable is an existing, legal, valid, binding, undisputed and enforceable payment obligation, in the amount Notified, of the relevant Customer which is capable of being assigned by the relevant Client to FGI pursuant to this Deed;


(b)	immediately prior to the assignment of the Receivable to FGI under this Deed, the relevant Client was the legal and beneficial owner of the Receivable,


(c)	FGI shall obtain a valid, binding and enforceable title to the full amount owing to the Client on the Receivable and all Related Rights included in the sale of the Receivable;


(d)	the Receivable has not previously been Notified to FGI;


(e)	the Receivable has not been sold, assigned, mortgaged, charged or otherwise disposed of or encumbered to any person other than FGI, nor has any agreement been made to do so;


(f)	the Receivable is not an interest-bearing Receivable, nor is it subject to any withholding Tax;


(g)	the Supply Contract giving rise to the Receivable:


(i)	is to the best of the knowledge and belief of the relevant Client valid, binding and enforceable against the Customer;


(ii)	has been made in the ordinary course of the relevant Client's business;


(iii)	contains no restriction or prohibition of assignment of the Receivable or any Related Rights to or by FGI;


(iv)	provides for payment in an Approved Currency; and


(v)	does not conflict with or breach any law applicable to the relevant Client, or the best of the knowledge and belief of the relevant Client, the Customer or the Receivable,


(h)	the Customer is not in default of any sums due to the relevant Client and that Client has no reason to believe that the Customer will be unable to, or will not for any reason, pay the Receivable in full when it falls due;


(i)	to that Client's knowledge, the Customer will pay the full amount of each Receivable within the Permitted Credit Period;


(j)	it has taken all reasonable steps to ascertain the creditworthiness of the Customer prior to the delivery of goods or the rendering of services under the Supply Contract;


(k)	to that Client’s knowledge, the Receivable is neither owed by a Customer which is a Sanctioned Entity nor originates from a Sanctioned Territory.


(l)	no supplier to the Client will retain title to any goods which are the subject matter of the Receivable; and


(m)	the Client's company registration number, VAT number and payment terms, together with the correct name and address of the Customer, appear on every Invoice, credit note and on all other relevant documentation (including emails) sent by the Client to the Customer and/or FGI.


16.2	Repetition

The representations and warranties contained in clause 16.1 (Representations and warranties) shall deemed to be repeated on a daily basis, by reference to the facts and circumstances then existing, in respect of each Receivable until that Receivable has been fully and finally discharged.


17	GENERAL COVENANTS

The following covenants shall be performed and complied with throughout the duration of this Deed:


17.1	Restrictions

No Client shall, without FGI's prior written consent:


(a)	incur any Financial Indebtedness other than as permitted by FGI or to Wells Fargo Bank N.A.; or


(b)	create or permit to subsist any Security Interest or Quasi-Security over any of its Receivables or assets, other than the Permitted Security; or


(c)	be a creditor in respect of any financial indebtedness or otherwise make credit (other than normal trade credit permitted pursuant to the terms of a Supply Contract) available to any person; or


(d)	sell, transfer, lease, lend or otherwise dispose of (whether by a single transaction or a number of transactions and whether related or not) the whole or any part of its interest in any of its assets or business except for the sale at prevailing value of stock in trade in the usual course of trading as conducted by it at the date of this Deed; or


(e)	trade under any business name or assumed name, other than those notified by writing in advance to FGI; or


(f)	declare, pay, or make any dividend or other distribution upon or in respect of any shares or other securities of the Client other than as permitted by this Deed; or


(g)	charge, sell, discount, factor, dispose of or otherwise deal with its Receivables (other than with FGI) without the prior written consent of FGI; or


(h)	acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.


17.2	Information and access

Each Client shall comply and (where necessary) procure compliance at all times with all provisions contained within the Finance Documents, and shall provide to FGI all such information and physical access to premises or locations owned or under the control of the Clients as FGI may require from time to time upon reasonable notice, and each Client hereby grants an irrevocable licence to FGI for FGI (and any of its employees, servants or agents) to enter upon any premises or location owned or under the control or authority of the Clients at any time upon reasonable notice during normal business hours following reasonable prior notice, other than following the occurrence of a Termination Event that is continuing when no such notice will be required, (at the relevant Client's expense) for the purposes of the Finance Documents, for confirming and ensuring the compliance by FGI with the terms of the Finance Documents, and for the purposes of FGI's assessment and monitoring from time to time as it may require of the location, state, nature, and value of any assets at that time, and for inspecting and/or taking copies of Financial Records.


17.3	Notification of default

Each Client shall promptly notify FGI of each Termination Event or any event which may (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) become a Termination Event.


17.4	Compliance with laws

Each Client shall comply in all respects with all laws to which it may be subject.


17.5	Change in Financial Year

Each Client shall advise FGI if it changes its Financial Year for any reason.


17.6	General insurance

Without prejudice to any particular requirements contained in the Finance Documents, each Client shall maintain with reputable independent insurance companies or underwriters product and public liability insurances and such other general insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.


17.7	Credit insurance


(a)	FGI may at any time in its sole discretion require that a Client effect and maintain (or procure that there is effected and maintained on behalf of that Client) credit insurance in respect of all or any of the Receivables. Such credit insurance shall be at the expense of the relevant Client and will have FGI as joint insured and sole first loss payee.


(b)	Any credit insurance effected or maintained in accordance with clause 17.7(a) shall be on such terms and contain such clauses as FGI may reasonably require.


(c)	Payments received in respect of any credit insurance maintained by or on behalf of any Client shall be applied to the relevant Client’s Reserve Account.


17.8	Pensions

Each Client shall:

(a)

ensure that all pension schemes operated by or maintained for its benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by it in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or the relevant member of the Group ceasing to employ any member of such a pension scheme).


(b)	deliver to FGI at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the relevant member of the Group), actuarial reports in relation to all pension schemes mentioned in clause 17.8(a) above.

(c)

promptly notify FGI of any material change in the rate of contributions to any pension schemes mentioned in clause 17.8(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise) or any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to it.


(d)	immediately notify FGI if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.


17.9	Sanctioned Entity and Sanctioned Territory

Each Client shall not trade or otherwise conduct business directly or indirectly with a Sanctioned Entity or Sanctioned Territory.


18	INCREASED COSTS

Each Client shall within five (5) Business Days of a written demand by FGI, pay for the account of FGI the amount of any increased costs incurred by FGI or any of its Associates solely in connection with the Finance Documents and the provision of the Facility as a result of a regulatory change made after the date of this Deed (provided FGI provides reasonable details of how such increased costs arose), and if it is or becomes contrary to any law or regulation for FGI to make available the Receivables Purchase Facility, FGI may at any time notify the Clients in writing that all Receivables (including any previously classified Eligible Receivables) shall become Ineligible Receivables and require the Clients to pay to FGI the aggregate Repurchase Price in relation to all and any Outstanding Receivables (together with accrued Discount and Administration Fees) and all other sums (howsoever arising), then or thereafter due, owing or incurred to FGI under the Finance Documents.


19	TERMINATION EVENTS


19.1	Termination Events

Each of the events set out below is a Termination Event:


(a)	any Client is in breach of any of the provisions of clause 11.2 (Payments);

(b)

any Credit Party does not pay any sum due from it under any Finance Document, in the currency, at the time, and in the manner specified in the relevant Finance Document, other than where such failure to pay is caused by an administrative or technical error and payment is made within two (2) Business Days of its due date or the date upon which FGI has notified the relevant Credit Party of such breach (whichever is the earlier);


(c)	any representation, warranty, covenant or undertaking made or deemed to be repeated by a Credit Party in any Finance Document or in any document delivered pursuant to any such document, other than any representation contained in clause 16 (Receivable specific warranties), is not complied with in

any respect which FGI considers material or is or proves to have been incorrect or misleading when made or deemed to be repeated;


(d)	any Client fails duly to perform or comply with any obligation expressed to be assumed by it in clauses14.1 (Provision of information) or 17.1(b), (d), or (g) (Restrictions);

(e)

any Credit Party fails duly to perform or comply with any other obligation expressed to be assumed by it in any of the Finance Documents (not otherwise expressly specified in this clause 19.1 (Events of Default)) and such failure (if capable of remedy) is not remedied within five (5) Business Days of the relevant Credit Party becoming aware of such breach or if any such Finance Document shall terminate (other than in accordance with its terms or with the written consent of FGI) or become void or unenforceable;


(f)	any Financial Indebtedness in excess of £10,000 is not paid when due or is declared to be or otherwise becomes due and payable prior to their specified maturity or any creditor of a Client becomes entitled to declare any such Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (howsoever described);


(g)	any Credit Party becomes Insolvent or subject to Insolvency Proceedings or anything analogous to or having a substantially similar effect shall occur under the laws of any relevant jurisdiction;


(h)	any Security Interest or Quasi-Security on or over the assets of any Client becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that Security Interest or Quasi-Security;


(i)	all or any material part of the shares or Collateral of any Client or any Security Obligor is seized, compulsorily acquired, nationalised or otherwise other expropriated or custody or control of the same being vested in it by any public authority or any court of competent jurisdiction at the instance of any public authority;


(j)	any guarantee of any amounts due and payable under any of the Finance Documents shall be terminated, revoked or declared void or invalid;


(k)	one or more final judgments for the payment of money aggregating in excess of £10,000 (whether or not covered by insurance) shall be rendered against a Client and that Client fails to discharge the same within 5 Business Days from the date of entry thereof or to appeal therefrom;

(l)

any loss, theft, damage or destruction of any item or items of the Collateral occurs or any attachment, seizure, distress, lien or other claim is made or asserted against any item or items of the Collateral which in the opinion of FGI (A) materially and adversely affects or is reasonably likely to affect the operation of the business of or the ownership or other rights of any Client in the Collateral

or any Client’s use of the Collateral or (B) is material in amount and/or value and is not adequately covered by insurance;


(m)	any Client ceases carrying on the business or the nature of the business carried on as at the date of this Deed;


(n)	it is or will become unlawful for any Client or any other Security Obligor to perform or comply with any of its obligations under any Finance Document or any such obligation is not or ceases to be legal, valid and binding;


(o)	any Credit Party repudiates or does or causes to be done anything evidencing an intention to repudiate any Finance Document to which it is a party;


(p)	the Finance Documents do not come into, or cease to be in, full force and effect or are not for any reason valid and binding upon and enforceable in all respects against any Credit Party;


(q)	there occurs a Material Adverse Effect;


(r)	there occurs a Change of Control without the prior approval of FGI; or


(s)	the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to a Client which is reasonably expected to have a Material Adverse Effect; or


(t)	any person (other than FGI) who holds a Security Interest over any Collateral, having waived or released its rights to any Receivable, withdraws or attempts to withdraw such waiver of release or otherwise asserts any interest adverse to FGI in any of Receivables vested in FGI.


19.2	Repeated breaches

If the same Termination Event has occurred on four separate occasions during any rolling 12-month period (having been duly remedied or waived on each occasion), a cure period for remedying the next occurrence of such Termination Event occurring within the relevant 12-month rolling period will only be available if FGI so permits in its sole discretion.


19.3	Consequences of Termination

Upon the occurrence of any Termination Event, FGI shall have the right (but not the obligation) to take such action as it sees fit, including, but not limited to the termination of this Deed, increase of Discount, reduction of the Prepayment Percentage, withdrawal of Limits, designation of Receivables as Ineligible Receivables enforcement of any Security Interests and making of a demand for the payment of any outstanding amounts owing to it.

17.4 No effect

Unless specifically provided to the contrary, termination of this Deed shall neither affect the rights and obligations of any Party in relation to the Receivables or Collateral which are in existence on the date of termination nor the continued calculation of the Discount in relation to Receivables. Such rights and obligations shall remain in full force and effect until duly extinguished.


20	POWER OF ATTORNEY


20.1	Appointment

(a)

Each Client hereby irrevocably appoints FGI, by way of security, to be its attorney in its name for the purpose of executing such deeds or documents and completing and endorsing such instruments and instituting or defending such proceedings and performing such other acts as FGI may consider requisite in order to perfect FGI's title to any Receivable or Related Rights and to secure performance of any of the obligations of the Client under the Receivables Purchase Facility or under any Supply Contract or obtain payment of any Receivable.


(b)	Each Client agrees that each of FGI's directors, officers or duly authorised personnel from time to time may exercise the powers given to FGI in this clause 20.1 (Appointment).


20.2	Substitute attorney

FGI may appoint and remove at will any substitute attorney or agent in respect of any of the matters referred to in clause 20.1 (Appointment) above.


20.3	Ratification

Each Client agrees to ratify and confirm whatever FGI, its directors, company secretary or officers, substitutes and agents shall lawfully do pursuant to the above power of attorney.


21	VAT

Each Client will:


21.1	indemnify FGI on demand for the amount of any VAT that may be payable upon any fees or expenses payable under this Deed; and


21.2	comply with any directions given to it by FGI in relation to obtaining on FGI's behalf any relief or refund of VAT included in any Receivable purchased by FGI under this Deed, to the extent that such relief or refund is available in the event of the Insolvency of the relevant Customer.


22	INDEMNITY


22.1	Each Client hereby agrees to indemnify FGI on demand on a full indemnity basis (whether or not FGI has made a Prepayment) against Loss sustained, suffered or

incurred by FGI in relation to any breach of any representation, warranty, covenant or undertaking made or given to FGI in this Deed.


22.2	FGI shall be entitled to debit to the Reserve Account: all bank charges and costs and expenses incurred by FGI in relation to any account to which it directs that any payments by Customers shall be credited.


23	ACCOUNTS

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the Accounts maintained by FGI are prima facie evidence of the matters to which they relate.


24	CERTIFICATION

Each Client agrees that a certificate (except as to manifest error, or errors in law) signed by an authorised signatory of FGI shall be prima facie evidence as to the amount of any Loss whether actual or contingent referred to in clause 22 (Indemnity), any amount payable under clause 25.3 (Currency indemnity) and the fees and charges referred to in this Deed and/or the amount at any time owed by a Credit Party to FGI or vice versa, howsoever arising.


25	MISCELLANEOUS


25.1	Except as otherwise expressly provided in this Deed, US Dollars is the currency of account and payment for any sum due from each Credit Party to FGI in respect of the Receivables Purchase Facility.

25.2

Except as otherwise expressly provided in this Deed, all monies received or held by FGI under this Deed may be converted from their existing currency into such other currency as FGI considers necessary or desirable at the spot rate of exchange of FGI's bankers for that currency as at the date of such conversion. FGI shall have no liability to a Credit Party in respect of any Loss resulting from any fluctuation in exchange rates after any such conversion.

25.3

No payment to FGI (whether under any judgment or court order or in the liquidation, administration or dissolution of a Credit Party or otherwise) shall discharge the obligation or liability of the Credit Party in respect of which it was made, unless and until FGI shall have received payment in full in the currency in which the obligation or liability was incurred or (if different) is expressed to be payable and, to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability expressed in that currency, FGI shall have a further separate cause of action against the relevant Credit Party.

25.4

Unless otherwise agreed by FGI, where a Receivable is denominated and payable in otherwise than in US Dollars, all costs, charges and expenses relating to the collection of that Receivable and/or conversion of amounts collected into US Dollars (or into such other currency as FGI determines from time to time) will be deducted in calculating the Purchase Price of that Receivable, which will be computed by reference to the spot rate of exchange of FGI's Bankers on the date of such collection or conversion, but at its

discretion FGI may provisionally apply the rate ruling on the date it receives the Notification relating to that Receivable, making such subsequent adjustments as may be necessary.


25.5	If a change in any currency of a country occurs, this Deed will, to the extent FGI (acting reasonably and after consultation with the Original Client) specifies to be necessary, be amended to reflect the change in currency.


25.6	Except as otherwise expressly provided for in this Deed, no variation of this Deed shall be valid unless it is in writing and signed on behalf of each Client, by a director or the company secretary and in the case of FGI, by an authorised signatory, and for the avoidance of doubt may not be effected by electronic communication.


25.7	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

25.8

No failure to exercise, nor any delay in exercising, on the part of FGI, any right or remedy under the Finance Documents, shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

25.9

Without prejudice to 25.6 any provision of a Finance Document may be amended only if FGI so agree in writing and any breach of a Finance Document may be waived before or after it occurs only if FGI so agrees in writing. A waiver given or consent granted by FGI under a Finance Document will be effective only if given in writing and then only in the instance and for the purpose for which it is given.


25.10	FGI shall be entitled to rely upon any act done or document signed or any electronic mail or facsimile or oral communication sent by any person purporting to act, sign, send or make on behalf of any Credit Party despite any defect in or absence of authority vested in such person.


26	SET-OFF


26.1	Unfettered rights


(a)	In addition to any right of set-off or other similar right to which FGI may be entitled in law:


(i)	FGI may at any time and after notice to the Clients combine and consolidate all or any of the Accounts between the Clients and FGI; and


(ii)	FGI may after notice to the Clients (but shall not be obliged to) set off any obligation (contingent or otherwise under the Finance Documents or which has been assigned to FGI) against any obligation (whether or

not matured) owed by FGI to any Client, regardless of the place of payment, booking branch or currency of either obligation.


(b)	If the obligations are in different currencies, FGI may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


(c)	If either obligation is unliquidated or unascertained, FGI may set off in an amount estimated by it in good faith to be the amount of that obligation.


26.2	Client payments

Each Client will make all payments due under this Deed in full without set-off, retention or counterclaim whatsoever and howsoever arising, free and clear of deductions or withholdings on the due date to such account of FGI as FGI may specify from time to time.


26.3	Deduction or withholding

If a Client is compelled by law to make any deduction or withholding from any sum payable to FGI under this Deed, it shall immediately pay to FGI such additional amount as shall be required to ensure that FGI shall receive in aggregate the amount it would have received but for such deduction or withholding.


27	CONFIDENTIALITY

The contents of any report (whether written or oral) prepared by or on behalf of FGI for the purposes of FGI considering whether or not to permit any drawing under or to continue the Receivables Purchase Facility shall remain confidential and shall not be available to any Credit Party for any reason or purpose (save for any requirement of law) in whole or in part and whether in original or copy form.


28	CONFIDENTIAL INFORMATION


28.1	FGI agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 28 below, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.


28.2	FGI may disclose:

(a)

to any of its Associates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives such Confidential Information as FGI shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;


(b)	to any person:


(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents, to any of that person's Associates, representatives and professional advisers;


(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Credit Parties and to any of that person's Associates, representatives and professional advisers;


(iii)	appointed by FGI or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;


(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;


(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;


(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; or


(c)	with the consent of the Original Client,

in each case, such Confidential Information as FGI shall consider appropriate if:


(d)	in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;


(e)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and


(f)	in relation to paragraphs (b)(v) and (b)(vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive

information except that there shall be no requirement to so inform if, in the opinion of FGI, it is not practicable so to do in the circumstances.


29	NOTICES


29.1	Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, electronic means or letter.


29.2	Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is that identified with its name below or any substitute address, fax number or department or officer as one Party may notify to the other Party by not less than five Business Days' notice.


29.3	Delivery


(a)	Subject to clause 29.3(b) below, any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:


(i)	if by way of fax or electronic means, when received in legible form; or


(ii)	if by way of letter, when it has been left at the relevant address or five Business Days following the day on which it was despatched by first class mail postage prepaid,

and, if a particular department or officer is specified with the execution of any Party below, if addressed to that department or officer.


(b)	Any communication or document to be made or delivered to FGI will be effective only when actually received by FGI and then only if it is expressly marked for the attention of the department or officer identified with the execution of FGI below (or any substitute department or officer as FGI shall specify for this purpose).


29.4	English language

Any notice given under or in connection with any Finance Document must be in English.


30	COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures (and seals, if any) on the counterparts were on a single copy of the Finance Document.


31	ASSIGNMENT AND AGENCY


31.1	None of the Clients or the other Security Obligors shall be entitled to assign, novate, charge or declare a trust over any of its rights or delegate any of its obligations under any of the Finance Documents without the prior written consent of FGI.


31.2	FGI may assign or transfer all or any part of its rights under the Finance Documents. Each Client shall, immediately upon being requested to do so by FGI, enter into (and shall procure that each other Security Obligor enters into) such documents as may be necessary or desirable to effect such assignment or transfer.


31.3	FGI may at its sole discretion and at the expense of the Clients, appoint an agent in respect of any aspect of this Deed and any other Finance Document.


32	ADDITIONAL PARTIES


32.1	Additional Clients

Each Client may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes a Client. That Subsidiary shall become a Client if:


(a)	FGI approves the addition of that Subsidiary as an Additional Client;


(b)	the relevant Client and the proposed Additional Client deliver to FGI a duly completed and executed Accession Deed;


(c)	the proposed Additional Client is already (or becomes) a Security Obligor at the time it becomes a Client;


(d)	the relevant Client confirms that no Termination Event is continuing or would occur as a result of that Subsidiary becoming an Additional Client; and


(e)	FGI has received all of the documents and other evidence listed in part B of Schedule 1(Conditions precedent)I in relation to that Additional Client, each in form and substance satisfactory to FGI.


32.2	Additional Security Obligors


(a)	Without prejudice to its obligation under clause 32.2(b) below, a Client may request that any of its wholly owned Subsidiaries become a Security Obligor.


(b)	The relevant Client shall procure that any other member of the Group which is not or ceases to be a Dormant Subsidiary shall, as soon as possible after its acquisition or incorporation or, as the case may be, ceasing to be a Dormant Subsidiary, become a Security Obligor and grant such Security Interests as FGI may require.


(c)	A member of the Group shall become a Security Obligor if:


(i)	a Client and the proposed Additional Security Obligor deliver to FGI a duly completed and executed Accession Deed; and


(ii)	FGI has received all of the documents and other evidence listed in part B of Schedule 1(Conditions precedent) in relation to that Additional Security Obligor, each in form and substance satisfactory to FGI.


33	GOVERNING LAW

This Deed and all non-contractual obligations arising out of or in connection wit this Deed shall be governed by English law.


34	JURISDICTION OF ENGLISH COURTS


34.1	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Receivables Purchase Agreement (including a dispute regarding the existence, validity or termination of this Receivables Purchase Agreement or any non-contractual obligation arising out of or in connection with this Receivables Purchase Agreement) (a "Dispute").


34.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.


34.3	This clause 34 is for the benefit of FGI only. As a result, FGI shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, FGI may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof the parties hereto have executed this document as a deed on the date first above mentioned and in the manner hereinafter appearing.

SCHEDULE 1

CONDITIONS PRECEDENT

Part A – Conditions Precedent to the Commencement Date


1	CORPORATE


1.1	Copies of the constitutional documents and certificate of incorporation of the Original Client and each other Security Obligor as at the Commencement Date.


1.2	Copies of board resolutions of the board of directors of the Original Client and each other Initial Security Obligor, approving and authorising the execution of each Finance Document to which it is a party.


1.3	Specimen signatures of the persons authorised to execute Finance Documents and all documents ancillary thereto, including Notifications.


1.4	A copy of a resolution signed by all the holders of the issued shares of the Original Client and each other Initial Security Obligor, approving the terms of, and the transactions contemplated by the Finance Documents to which it is a party.


1.5	A certificate of the Original Client (for itself and on behalf of each other Initial Security Obligor signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the total amount of the Facilities would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.


1.6	A certificate of an authorised signatory of the Original Client (for itself and on behalf of each other Initial Security Obligor signed by a director), certifying that each copy document listed in this part A of Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Commencement Date.


2	FINANCE DOCUMENTS


2.1	Original of this Receivables Purchase Agreement and any Facility Conditions that are to take effect on the Commencement Date, in each case executed by all parties to it.


2.2	Original deed of priority (USA/Netherlands) between FGI, Wells Fargo Bank, N.A., Ciber Inc, Ciber Consulting Incorporated, Ciber Internaitonal LLC, Ciber International B.V. and Ciber Netherlands B.V executed by all parties to it (other than FGI).


2.3	Original deed of priority (Europe) between FGI, Wells Fargo Bank, N.A and the Original Client executed by all parties to it (other than FGI).


2.4	Original composite guarantee and debenture granted to FGI by the Original Client (the “Original Debenture”), incorporating fixed and floating charges over its undertaking and assets and an assignment of trade credit insurance policy, executed by all parties to it (other than FGI).


2.5	Original charge over the shares in the Original Client executed by Ciber Netherlands B.V.


2.6	Cross guarantee of the obligations under this Agreement and each Covered Affiliate Agreement executed by each member of the Group incorporated in Europe.


2.7	Guarantee of the obligations under this Agreement and each Covered Affiliate Agreement executed by Ciber, Inc.


2.8	Letter of non-reactivation in relation to each non-trading member of the Group incorporated in England and Wales.


2.9	A release of all encumbrances, other than for Permitted Security, that are listed on the mortgage registers of or otherwise affect any of the undertaking and/or assets of the Original Client.


3	THIRD PARTY FINANCIERS


3.1	Deed of release of those Security Interests held by Wells Fargo Bank, N.A. over the Receivables.


4	FINANCIAL


4.1	Up to date Management Accounts to 31 August 2016.


4.2	Latest projections for the 12 months ending 31 December 2016 reflecting the effect and operation of the Receivables Purchase Facility.


4.3	Audited annual accounts for the Original Client the year ending 31 December 2015.


5	RECEIVABLES (ORIGINAL CLIENT ONLY)

In relation only to the Original Client:


5.1	An up-to-date audit of the Original Client’s Receivables.


5.2	Electronic aged Receivables analysis and aged creditor analysis correct as at the Commencement Date.


5.3	Due diligence in relation to any Supply Contract specified by FGI, to be conducted by FGI.


5.4	A waiver from each Customer specified by FGI, waiving any ban on assignment or similar in any Supply Contract between the Original Client and that Customer.


6	OTHER


6.1	Satisfactory completion of all FGI’s "know your customer" checks.


6.2	A copy of the letter of support from Ciber International B. V. to the Original Client.


6.3	Legal opinion from Morrison Foerster (UK) LLP in respect of the capacity and due authorisation of the Original Client and the due execution and enforceability of the English law governed Finance Documents.


6.4	Funding Checklist.


6.5	Schedule of Receivables.


6.6	Purchases & Advances Certificate.


6.7	Payment instructions.


6.8	Clear winding-up and administration searches of the Original Client.


6.9	Any other document, assurance or opinion that FGI may reasonably require, and which it has specified to the Original Client prior to the Commencement Date.

Part B – Conditions Precedent required to be delivered by an Additional Obligor


1	CORPORATE


1.1	Certified copies of the constitutional documents and certificate of incorporation of the Additional Obligor.


1.2	Certified copy board resolutions of the board of directors of the Additional Obligor, approving and authorising the execution of the Accession Deed and each other Finance Document to which it is a party.


1.3	Specimen signatures of the persons authorised to execute the Accession Deed and other Finance Documents to which it is a party and all documents ancillary thereto, including Notifications.


1.4	A copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents to which the Additional Obligor is a party


1.5	If applicable, a copy of a resolution of the holders of the issued shares of the Additional Obligor, amending its articles of association to remove the right of its directors to refuse to register a transfer of shares.


1.6	A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the total amount of the Facilities would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.


1.7	A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this part B of Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.


2	FINANCE DOCUMENTS


2.1	A duly completed Accession Deed executed by a Client, the Additional Obligor and FGI.


2.2	In the case of an Additional Obligor incorporated in England and Wales, a composite guarantee and debenture granted to FGI by the Additional Obligor, incorporating fixed and floating charges over its undertaking and assets and an assignment of trade credit insurance policy, executed by all parties to it (other than FGI).


2.3	Any other Security Document(s) which are required by FGI to be executed by the proposed Additional Obligor.


2.4	Any notices or documents required to be given or executed under the terms of the Security Documents referred to in paragraphs 2.2 and 2.3 above.


2.5	A release of all encumbrances, other than for Permitted Security, that are listed on the mortgage registers of or otherwise affect any of the undertaking and/or assets of the Additional Obligor.


3	FINANCIAL


3.1	Up to date Management Accounts to the month prior to the proposed accession of the Additional Obligor


3.2	Latest projections for the 12 months ending 12 months following the proposed accession of the Additional Obligor reflecting the effect and operation of the Receivables Purchase Facility.


3.3	Audited annual accounts for the year ending immediately prior to the proposed accession of the Additional Obligor.


4	RECEIVABLES (ADDITIONAL CLIENTS ONLY)

In relation only to an Additional Client:


4.1	An up-to-date audit of the Additional Client’s Receivables.


4.2	Electronic aged Receivables analysis and aged creditor analysis correct as at the Commencement Date.


4.3	Due diligence in relation to any Supply Contract specified by FGI, to be conducted by FGI.


4.4	A waiver from each Customer specified by FGI, waiving any ban on assignment or similar in any Supply Contract between the Additional Client and that Customer.


5	OTHER


5.1	Satisfactory completion of all FGI’s "know your customer" checks.

5.2

If the Additional Obligor is incorporated in in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to FGI in the jurisdiction of its incorporation or, as the case may be, the jurisdiction of the governing law of that Finance Document (the "Applicable Jurisdiction") as to the law of the Applicable Jurisdiction.


5.3	If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that a process service agent has been appointed and has accepted its appointment to act on behalf of the proposed Additional Obligor for the service of process in England and Wales in relation to proceedings in the English courts.


5.4	Clear winding-up and administration searches (or, if the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, analogous searches or enquiries) in respect of the Additional Client.


5.5	Any other document, assurance or opinion that FGI may reasonably require, and which it has specified to the Additional Client prior to the Commencement Date.

SCHEDULE 2

Data Protection


1	If a Credit Party contacts FGI electronically, FGI may collect the Credit Party’s electronic identifier (e.g. Internet Protocol (IP) address or telephone number).


2	A Credit Party's information includes information about the Finance Documents and FGI may use the Credit Party’s information to assess financial and insurance risks, recover debt, prevent and detect crime, understand requirements of Customers; and develop and test products and services.


3	FGI will not disclose information about the Credit Party to anyone outside FGI except where FGI has the Credit Party’s permission, where FGI is required or permitted by law, to other companies who provide a service to FGI or to the Credit Party or where FGI may transfer rights and obligations under the Finance Documents.


4	FGI may transfer information about the Credit Party to other countries but if it does so it shall ensure that anyone to whom FGI passes the information provides an adequate level of protection.


5	From time to time FGI may change the way FGI uses information about the Credit Party. Where FGI believes the Credit Party may not reasonably expect such a change, FGI shall write to the Credit Party. If the Credit Party does not object to the change within 60 days, the Credit Party consents to that change.


6	For a copy of the information held by FGI about the Credit Party, the Credit Party may write to the data controller at FGI.


7	FGI may make periodic searches of and provide information to credit reference agencies to manage and take decisions about the Credit Party’s Facility.


8	FGI may wish to keep the Credit Party informed by letter, phone and electronic means (including email and mobile messaging) about products, services and additional benefits that FGI believe may be of interest to the Credit Party. If the Credit Party does not want FGI to do so the Credit Party should notify FGI.

SCHEDULE 3

Form of Accession Deed

To: Faunus Group International, Inc

From: [Subsidiary] and [ Client ]

Dated: [● ]

Dear Sirs

US$12,000,000 receivables purchase agreement dated October 2016 (the “Agreement”)


1.	We refer to the Agreement. This deed (the "Accession Deed") shall take effect as an Accession Deed for the purposes of the Agreement. Terms defined in the Agreement have the same meaning in paragraphs 1-[3]/[4] of this Accession Deed unless given a different meaning in this Accession Deed.

[Subsidiary] agrees to become an [Additional Client]/[Security Obligor] and to be bound by the terms of the Agreement and the other Finance Documents as an [Additional Client]/[Security Obligor] pursuant to Clause ‎31 (Additional Parties) of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number [ ].


3.	[The Client confirms that no Termination Event is continuing or would occur as a result of [Subsidiary] becoming an Additional Client]/[Security Obligor].


4.	[Subsidiary's] administrative details for the purposes of the Agreement are as follows:

Address:

Fax No.:

Attention:


5.	[Subsidiary] (for the purposes of this paragraph [4]/[5], the "Acceding Party") intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:

[Insert details (date, parties and description) of relevant documents]

the "Relevant Documents".


6.	This Accession Deed [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

THIS ACCESSION DEED has been signed on behalf of FGI (for the purposes of paragraph [4]/[5] above only), signed on behalf of the Client and executed as a deed by [Subsidiary] and is delivered on the date stated above.

[Subsidiary]

[EXECUTED AS A DEED ]

By: [Subsidiary] )

_____________________________________ Director

_____________________________________ Director/Secretary

[EXECUTED AS A DEED

By: [Subsidiary]

Signature of Director

in the presence of Name of Director

Signature of witness

Name of witness

Address of witness

Occupation of witness]

[Client]

[ ]

By:

Faunus Group International, Inc

By:

Date:

SCHEDULE 4

Over Advances - Terms and Conditions

1. THE FACILITY

(a) Over Advances

FGI, acting in its sole discretion, may from time to time upon notice to the Client, make available Advances in excess of Availability on such terms and conditions as are specified by FGI in relation to such Advance.

(b) Facility Limit

FGI shall not be obliged to make any Advance to the Original Client pursuant to this schedule 4 (Over Advances-terms and conditions) if that Advance:


(a)	would cause the Facility Limit to be exceeded;


(b)	would, if made, cause the Account Balances to exceed the Facility Limit; and/or


(c)	is not denominated in an Approved Currency.

2. INTEREST AND FEES

2.1 Interest

If at any time FGI makes an Advance in excess of Availability, Discount shall be increased by an amount specified by FGI and shall be debited in accordance with clause 10.2 (Discount). The Client hereby confirms that such increased Discount is a reasonable estimate of the cost to FGI of making the Advance available and is not a penalty.

2.2 Other


(a)	Other sums payable by the Client pursuant to the Over Advance Facility may be debited by FGI to the Reserve Account.

(b) FGI will add VAT to its fees if applicable.

3 REPAYMENT

The Client shall immediately, upon FGI’s demand, pay to FGI the amount of any Advance made under this schedule 4 (Over Advances – Terms and Conditions) together with accrued but unpaid Discount to the date of such payment and any additional sum or sums payable by the Client under this Deed.

4 DEFAULT INTEREST

4.1

If the Original Client fails to pay any amount due in relation to the Over Advance Facility on its due date, the Original Client will be liable to pay Discount on such amount from the date of such default until the date of actual payment (as well as after as before judgement or demand) at a rate that is 3 per cent above the rate of Discount. Such Discount will be payable on demand and, to the extent not actually

paid, will be compounded monthly in arrears and debited to the Over Advance Payment Account or the Funds in Use as described in paragraph 2.1(b) (Interest).


4.2	FGI and the Original Client agree that the rate set out in paragraph 4.1 above represents a genuine pre-estimate of FGI’s additional administrative and funding costs in the event of the Original Client’s failure to pay any sum due to FGI and is not a penalty.


5	INDEMNITY

As a separate and independent obligation from any other indemnities contained in the Agreement, the Original Client agrees to indemnify to FGI on demand from time to time and on a full indemnity basis, all funding, breakage costs and/or costs in relation to arrangements made or incurred by FGI in connection with the funding and maintenance of the Over Advance Payment Account Balance.


6.	REPEATING REPRESENTATIONS

All warranties, representations, covenants and undertakings given elsewhere in this Deed shall be deemed repeated in accordance with this Deed whilst any Advance made under this schedule 4 (Over Advances – terms and conditions) is outstanding.

FGI



EXECUTED as a deed, but not delivered until the first date specified on page 1, by FAUNUS GROUP INTERNATIONAL, INC. acting by:		/s/ David DiPiero ………………………………… /s/ Sami Altaher …………………………………
	Address: 80 Broad Street, 22^nd Floor, New York, NY 10004, United States of America
	Facsimile No: +1-212-248-3404
	Attention: Chris Fulman

ORIGINAL CLIENT



EXECUTED as a deed, and delivered when dated, by CIBER UK LTD acting by:
In the presence of Witness	/s/ Christian Mezger ………………………………… Director
Signature:	/s/ Tara Dunn
Name:	Tara Dunn
Occupation:	Deputy General Counsel-Ciber, Inc.
Address:	6312 S. Fiddlers Green Circle #600E Greenwood Village CO 80111

Address: 62 Buckingham Gate, London, SW1E 6AJ

Facsimile No: 0870 0000205

Attention: Oliver Edwards, Finance Director.

EX-10.5 6 exhibit105rpagermany.htm EXHIBIT 10.5 Exhibit

Exhibit 10.5



	DATED OCTOBER 27 2016

	FAUNUS GROUP INTERNATIONAL, INC.	(1)
	and
	CIBER AG	(2)
	and
	CIBER MANAGED SERVICES GMBH	(3)



	RECEIVABLES PURCHASE AGREEMENT

Squire Patton Boggs (UK) LLP

7 Devonshire Square

London

EC2M 4YH

United Kingdom

DX 136546 Bishopsgate 2

O +44 20 7655 1000

F +44 20 7655 1001

Reference SSH.325-0043

CONTENTS



1	INTERPRETATION	1
2	COMMERCIAL TERMS	2
3	Definitions and interpretation	4
4	COMMENCEMENT AND DURATION	22
5	SALE AND ASSIGNMENT	23
6	NOTIFICATION TO CUSTOMERS OF ASSIGNMENT	26
7	NOTIFICATION OF RECEIVABLES BY CLIENT TO FGI	27
8	INELIGIBLE RECEIVABLES, Default Risk, recourse and repurchase	27
9	PURCHASE PRICE	30
10	FEES	33
11	COLLECTION	35
12	ONLINE SERVICES	39
13	CREDIT BALANCES	39
14	INFORMATION RELATING TO RECEIVABLES AND CUSTOMERS	40
15	GENERAL WARRANTIES AND REPRESENTATIONS	41
16	RECEIVABLE SPECIFIC WARRANTIES	43
17	GENERAL COVENANTS	45
18	INCREASED COSTS	47
19	Termination events	48
20	POWER OF ATTORNEY	50
21	VAT	51
22	INDEMNITY	52
23	ACCOUNTS	52
24	CERTIFICATION	52
25	MISCELLANEOUS	52
26	SET-OFF	53
27	CONFIDENTIALITY	54
28	CONFIDENTIAL INFORMATION	54
29	NOTICES	56
30	COUNTERPARTS	57
31	ASSIGNMENT AND AGENCY	57
32	Additional Parties	57
33	GOVERNING LAW	58
34	JURISDICTION OF ENGLISH COURTS	58
Schedule 1 Conditions PRECEDENT		58
Schedule 2 Data Protection		64
Schedule 3 Form of Accession Deed		64
Schedule 4 OVER ADVANCE FACILITY - TERMS AND CONDITIONS		69
Scgedule 5 Form of OFFER		71



DATE OF RECEIVABLES PURCHASE AGREEMENT		2016
PARTIES
(1)	FAUNUS GROUP INTERNATIONAL, INC. a Delaware corporation, whose principal office is at 80 Broad Street, 22nd Floor, New York, NY 10004 ("FGI"); and
(2) (3)	CIBER AG a stock corporation established under German law, registered with the commercial register at the local court (Amtsgericht) of Mannheim under registration number HRB 333857, and with registered address at Speyerer Strasse 14, 69115 Heidelberg, Germany CIBER Managed Services GmbH a limited liability company established under German law, registered with the commercial register at the local court (Amtsgericht) of Mannheim under registration number HRB 422399, and with registered address at Speyerer Strasse 14, 69115 Heidelberg, Germany ((2) and (3) together the “Original Clients” and each an "Original Client" and each a "Client").

IT IS AGREED THAT:


1	INTERPRETATION


1.1	Components of the agreement between the Parties

The legal agreement between the Parties consists of:


(a)	this Receivables Purchase Agreement;


(b)	any separate Facility Conditions that are agreed in writing by the Parties to be applicable; and


(c)	any other Finance Documents; and


(d)	any document referred to in any of the above (or otherwise agreed in writing by the Parties) as having legal effect.


1.2	Meanings


1.3	Single agreement

This Receivables Purchase Agreement and the Facility Conditions, if any, in force for the time being (together and as varied, amended, supplemented and/or substituted from time to time in accordance with their respective terms, the “Agreement” or the “Deed”) together constitute and should be construed together as a single agreement.


1.4	Entire agreement

[signature page FGI – CIBER – Receivables Purchase Agreement]


2	COMMERCIAL TERMS

The following Commercial Terms apply to this Receivables Purchase Agreement:



2.1	Credit Parties as at the Commencement Date
	Original Clients’ details:
	(a) Name:	CIBER AG and CIBER Managed Services GmbH
	(b) Country of incorporation:	Germany
	(c) Company number:	CIBER AG: HRB 333857; and CIBER Managed Services GmbH: HRB 422399
	(d) Registered office:	Speyerer Strasse 14, 69115 Heidelberg, Germany
	(e) Trading address (if different):	N/A
	(f) Facsimile number:	49 6221 4502 20
	(g) Financial Year End Date	31 December
	Initial Security Obligors:	(a) the Original Clients; (b) Ciber Inc; (c) CIBER UK LTD
2.2	Duration of Receivables Purchase Agreement:
	(a) Commencement Date:	The date of this Agreement or such later date on which FGI confirms that all the conditions precedent (if any) specified in part A of Schedule 1 (Conditions precedent) have been satisfied (other than the conditions referred to in Section 2.4 (Share Pledge Agreement AG) and Section 2.5 (Share Pledge Agreement GmbH) of Part A of Schedule 1 which shall be conditions subsequent and be satisfied within the time period specified therein)
	(b) Minimum Period:	36 months from and including the Commencement Date
	(c) Notice period:	3 months
2.3	Receivables Purchase Facility particulars:



	(a) Type of facility:	Disclosed receivables purchase
	(b) Facility Limit:	$12,000,000 in aggregate with the Covered Affiliate Agreements
	(d) Description of Eligible Receivables:	All German law governed Receivables except for Ineligible Receivables and those that are otherwise expressly excluded
	(e) Nature or Clients’ business:	Information technology service activities
	(f) Approved Currencies	Euro, Pounds Sterling and US Dollars
	(g) Permitted Territories	Any jurisdiction, other than a Sanctioned Territory
	(h) Payment Percentage:	80 per cent.
	(i) Permitted Credit Period:	90 days from the date of the relevant Invoice. This applies to Invoices issued to all Customers
	(j) Debtor Concentration Limit:	Expressed as a percentage of all Outstanding Notified Receivables of the Clients, [and under any other receivables purchase agreement between FGI and a member of the Group] at any time, the Debtor Concentration Limit is 20%
	(l) Additional categories of Permitted Security (if any)	None
	(m) Conditions Subsequent	Each Client shall provide an updated audit of its assets within 90 days of the Commencement Date. Further, the conditions referred to in Section 2.4 (Share Pledge Agreement AG) and Section 2.5 (Share Pledge Agreement GmbH) of Part A of Schedule 1 shall be conditions subsequent and be satisfied within the time period specified therein.
	(n) Initial Security Documents	the Global Security Assignment Agreement, the Account Pledge Agreement, the Share Pledge Agreement AG, the Share Pledge Agreement GmbH and the Cross-Corporate Guarantee Agreement to be entered into between Faunus Group International, Inc. as Beneficiary and those companies listed therein as guarantors (as defined in part A of Schedule 1 (Conditions precedent);
	(o) Additional Finance Documents (refer to definition of “Finance Documents”) (p) Permitted Dilution Percentage	N/A means 13.5% in any 90 day period
2.4	Fees and charges:



	(a) Closing Fee:	$120,000 in aggregate with the Covered Affiliate Agreements
	(b) Discount rate:	4.50 per cent. per annum above the Applicable Rate, subject to a minimum Discount rate of 5.25 per cent per annum
	(c) Applicable Rate	LIBOR
	(d) Administration Fee:	In relation to each Receivable, 0.29 per cent. of its Notified Value
	(e) Annual Fee:	Nil
	(f) Agency Termination Fee:	A sum equal to 5 per cent of Funds In Use at the relevant time
	(f) Audit Fee:	£1,250 per man day, plus costs and expenses reasonably incurred
	(g) Non-Utilisation Fee Percentage	The percentage rate per annum that is equal to the sum of the Discount rate and the Administration Fee
	(h) Net Funds Employed (for the purposes of calculating the Non-Utilisation Fee)	$4,000,000
	(i) Early Termination Fee	If this Receivables Purchase Agreement is terminated: (i) prior to the first anniversary of the Commencement Date, a sum equal to 3.00 per cent of the Facility Limit; or (ii) on or after the first anniversary of the Commencement Date, but before the second anniversary of the Commencement Date, a sum equal to 2.00 per cent of the Facility Limit; or (iii) on or after the second anniversary of the Commencement Date, but before the third anniversary of the Commencement Date, a sum equal to 1.00 per cent of the Facility Limit.
	(j) Misdirected Payment Fee	In relation to a Receivable, a sum equal to 15 per cent of its Notified Value


3	DEFINITIONS AND INTERPRETATION


3.1	Definitions

In this Agreement, unless the context otherwise requires:

"Accession Deed" means a document substantially in the form set out in ‎Schedule 3 (Form of Accession Deed).

"Accounts" means any account operated by FGI in its books for each Client in accordance with the terms of any Finance Document, which shall be used to record transactions being made between the Clients and FGI in accordance with this Agreement, in particular the Assigned Receivables Account, the Funds In Use Account and the Reserve Account.

“Additional Client” means any wholly-owned Subsidiary of each of the Original Clients which becomes a Client in accordance with clause 32(Additional Parties).

“Additional Obligor” means an Additional Client or an Additional Security Obligor.

“Additional Security Obligor” means a company which becomes a Security Obligor in accordance with clause 32(Additional Parties).

"Administration Fee" means a fee payable by each Client, in accordance with clause 10.3 (Administration Fee), in the amount specified in the Commercial Terms.

"Administrator" means any person who is appointed to manage the Client's affairs, business and property as strong or weak preliminary insolvency administrator (schwacher oder starker vorläufiger Insolvenzverwalter), insolvency administrator (Insolvenzverwalter), self-administrator (Eigenverwaltung) or supervising administrator (Sachwalter) within the meaning of the German Insolvency Code.

Advance" means an advance made or to be made by FGI pursuant to the Over Advance Facility and "Advances" shall be construed accordingly

"Agency Termination Fee" means the fee payable in accordance with clause 10.8 (Agency Termination Fee) in the amount specified in the Commercial Terms.

"Annual Fee" means the fee payable in accordance with clause 10.10 (Annual Fee) in the amount specified in the Commercial Terms.

"Assigned Receivable" means any Receivable assigned to FGI pursuant to clause 5 (Sale purchase and assignment of Receivables and Related Rights) of this Agreement;

"Assigned Receivables Account" means an Account for each of the Clients in which FGI will record all Receivables assigned by the relevant Client to FGI in accordance with this Agreement, and where any Purchased Receivables or Receivables the purchase of which has been rejected by FGI and any Receivables which have been repurchased by the Clients from FGI will be identified;

"Applicable Rate" means the amount specified as such in the Commercial Terms.

"Approved Currencies" means the currencies identified as such in the Commercial Terms and "Approved Currency" means any one or more of them.

"Associate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Audit Fee" means the fee payable in accordance with clause 10.6 (Audit fee) in the amount specified in the Commercial Terms.

"Availability" means the maximum aggregate amount from time to time of all monies capable of being advanced by FGI to any of the Clients on account of the Purchase Price, being the lower of:


(a)	the amount calculated by applying the Payment Percentage to the aggregate Notified Value of Outstanding Eligible Receivables (being the balance for the time being standing to the credit of the Assigned Receivables Account); and


(b)	the Facility Limit,

and then, as applicable:


(c)	adding thereto the aggregate credit balance (if any) on the Reserve Account; and


(d)	deducting therefrom the Funds in Use;


(e)	deducting therefrom the Funds in Use under any other Receivables Purchase Agreement between a member of the Group and FGI; and

then (but without double counting) deducting Reserves.

"Business Day"’ means a day (other than a Saturday or Sunday) on which banks generally are open for business in London, Mannheim and New York.

"Change of Control" means any person or group of persons acting in concert gains direct or indirect control of any of the Original Clients. For the purposes of this definition:


(a)	"control" of any of the Original Clients means:


(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:


(A)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of any of the Original Clients; or


(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of any of the Original Clients; or


(C)	give directions with respect to the operating and financial policies of any of the Original Clients with which the directors or other equivalent officers of any of the Original Clients are obliged to comply; and/or


(ii)	the holding directly or indirectly of more than 50 per cent of the issued share capital of any of the Original Clients (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);


(b)	"acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly, of shares in any of the Original Clients by any of them to obtain or consolidate control of any of the Original Clients;

“Clients” means the Original Clients and any Additional Clients and “Client” shall mean any one or more of them as the context may admit or require.

"Client Risk Amount" means, in respect of each Purchased Receivable, the amount of the Gross Invoice Value of the Purchased Receivable at its Purchase Date less the FGI Risk Amount in respect of such Purchased Receivable;

"Closing Fee" means the fee payable in accordance with clause 10.1 (Closing fee) in the amount specified in the Commercial Terms.

"Collateral" means, in relation to a Client, all property and assets, whether real or personal, tangible or intangible, in which that Client may, at any time, have any right, title or interest.

"Commencement Date" means the date of commencement of this Deed which is the date on which FGI confirms to the Original Clients that all conditions set out in part A of Schedule 1 (Conditions Precedent) have been satisfied or waived as the case may be (other than the conditions referred to in Section 2.4 (Share Pledge Agreement AG) and Section 2.5 (Share Pledge Agreement GmbH) of Part A of Schedule 1 which shall be satisfied within the time period specified therein).

“Commercial Terms” means the commercial terms applicable to this Receivables Purchase Agreement, as more particularly set out in clause 2 (Commercial Terms).

"Conditions Subsequent" means the conditions described as such in the Commercial Terms.


(a)	is or becomes public information other than as a direct or indirect result of any breach by FGI of clause 28 (Confidential Information); or


(b)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or


(c)	is already known by FGI before the date the information is disclosed to it by a member of the Group or its advisers or is lawfully obtained by FGI after that date, from a source which is, as far as FGI is aware, unconnected with the Group and which, in either case, as far as FGI is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

"Confidentiality Undertaking" means a confidentiality undertaking in any form agreed between the Original Clients and FGI;

“Covered Affiliate Agreement” means each of the UK Receivables Purchase Agreement and the Spanish Receivables Purchase Agreement.

"Credit Parties" means the Clients, and the Security Obligors (or any one or more of them as the context may admit or require).

“Deed of Priority” means the deed of priority (if any) dated on or about the Commencement Date between FGI, Wells Fargo Bank N.A. and certain members of the Group.

"Default Risk" means the risk that a Purchased Receivable becomes a Defaulted Receivable;

"Defaulted Receivable" means a Receivable which is owed by a Customer which is Insolvent, or which has not been collected in full on or before the sixtieth (60th) day after its maturity date (other than for reason of a dispute between the Client and the Customer);

"Deferred Purchase Price" means, in respect of each Purchased Receivable, its Purchase Price, less its Initial Purchase Price;

obligations under the Supply Contract (or any relevant or applicable part of the Supply Contract).

"Discount" means the charge (if any) made by FGI calculated in the manner prescribed by clause 10.2 (Discount) and at the rate initially specified in the Commercial Terms.

"Early Termination Fee" means the fee payable in accordance with clause 10.4 (Early Termination Fee) in the amount specified the Commercial Terms.

"Eligible Receivable" means a Receivable in respect of which all warranties, representations, covenants and undertakings have been complied with by the Client and which is not an Ineligible Receivable.

"Euro","€" and “EUR” means the single currency for the time being of the Participating Member States.

“Facility Conditions” means the separately entitled conditions relating to a named Facility made available by FGI to a Client from time to time.

"Facility Limit" means the amount specified as such in the Commercial Terms.

"FGI Risk Amount" means, in respect of each Purchased Receivable, an amount of the Net Invoice Value of the Purchased Receivable at its Purchase Date, multiplied by the Payment Percentage;

"Finance Documents" means this Receivables Purchase Agreement, the other German Receivables Purchase Agreement(s), the UK Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement, the Deed of Priority, any Facility Conditions, the Security Documents, all Notification Letters, any Accession Deed, any document identified as an additional Finance Document in the Commercial Terms or any Facility Conditions and any other document designated as a "Finance Document" by written agreement between FGI and the Original Clients.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) monies borrowed and debit balances at banks or other financial institutions;


(b)	any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);


(c)	any note purchase facility or the issue of bonds (but not trade instruments), notes, debentures, loan stock or any similar instrument;


(d)	the amount of any liability in respect of finance leases;


(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);


(f)	any treasury transaction (and, when calculating the value of that treasury transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that treasury transaction, that amount) shall be taken in to account);

(g)


(h)	any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) or are otherwise classified as borrowings under the Accounting Principles;


(i)	any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;


(j)	any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

"Financial Records" means, in relation to the Collateral, all of a Client's rights to:


(a)	any ledger, computer data, records, documents, disks, electronic data or machine-readable material on or by which the financial or other information pertaining to the assets of the Client is recorded or evidenced; and


(b)	any equipment necessary for reading or amending the same.

"Financial Statements" means the financial statements referred to in clause 14.1(b) (Provision of Information) and any other correspondence, information, commentary or opinion arising from or relating to such financial information whether to or by the auditors, or otherwise.

"Financial Year" means the annual accounting period of the Group ending on the Financial Year End Date specified in the Commercial Terms.

"Funds In Use" means, the aggregate amount of:


(a)	the debit balance (if any) on the Funds In Use Account, calculated by aggregating all payments debited to the Funds In Use Account; and


(b)	any debit balance then standing on the Reserve Account in accordance with clause 9.6 (Reserve Account).

"Funds In Use Account" means in relation to the Receivables Purchase Facility, the account maintained by FGI in its books, in the name of each Client, the UK Client, the Spanish Client and any other relevant member of the Group for the purpose of recording payments made by FGI to the Clients, the UK Client, the Spanish Client and any other relevant member of the Group.

“Pounds Sterling”, "GBP" and "£" means the lawful currency of the United Kingdom, being pounds sterling at the date of this Deed.

“German Clients” means each of Ciber AG and Ciber Managed Services GmbH and any other entities agreed between FGI, Ciber AG and Ciber Managed Services GmbH in writing from time to time;

“German Receivables Purchase Agreement(s)” means each of this Agreement and any other receivables purchase agreement to be entered into between FGI and a German Client.

“German Security” means the security over the assets of and shares in the German Clients to be entered into in relation to the German Receivables Purchase Agreement.

“German Security Documents” means the security document creating security with respect to the German Receivables Purchase Agreement.

"Group" means Ciber Inc. and its Subsidiaries.

"Gross Invoice Value" means, in respect of a Receivable, the total amount thereof including VAT and before taking into consideration any allowances in respect of discounts for prompt payment or any other allowable deduction;

"Holding Company" of a company or corporation means any company or corporation of which the first-mentioned company or corporation is a Subsidiary.

"Ineligible Receivable" means a Receivable which FGI designates as not being, or no longer being, an Eligible Receivable in accordance with clause 8 (Ineligible Receivables).

"Initial Purchase Price" means, in respect of each Purchased Receivable, its Gross Invoice Value, multiplied by the Payment Percentage;

“Initial Security Documents” means the documents listed as such in the Commercial Terms.

“Initial Security Obligors” means the persons or entities identified as such in the Commercial Terms.

"Insolvency Proceedings" means, in relation to any person (and for the purposes of this definition "person" shall include a partnership):


(a)	a distress, attachment, execution, sequestration, diligence or other legal process is levied, enforced or sued out on or against all or any part of the assets of that person with an aggregate value in excess of £50,000 (or any equivalent in other currencies);


(b)	a notice of intention to appoint an Administrator, liquidator or receiver being given by any person or an Administrator, liquidator or receiver being appointed; or


(c)	any person presents a petition for, or an order for the commencement of preliminary or actual insolvency proceedings, self-administration (Eigenverwaltung) or protective proceedings (Schutzschirmverfahren) winding-up administration, company reconstruction or bankruptcy of a person is made or any such proceedings are ordered, granted or commenced; or


(d)	a corporate action, legal proceedings or other procedure or step is taken for the suspension of payments or a moratorium of any indebtedness;


(e)	any petition or proposal is presented or a meeting is convened with a view to the rehabilitation, administration, receivership, custodianship, liquidation, bankruptcy, company reconstruction, winding-up or dissolution of that person (other than for the purpose of an amalgamation or reconstruction whilst solvent), or any other insolvency proceedings involving that person; or


(f)	any procedure analogous to the procedures referred to under parts (a) to (g) above in any jurisdiction other than Germany.

A person is "Insolvent" if:


(a)	it is in a situation of illiquidity (Zahlungsunfähigkeit) or over indebtedness (Überschuldung) in each case as defined Sections 17 and 19 of the German Insolvency Code, or any similar proceedings or events in any other relevant jurisdiction; or


(b)	it ceases to trade or notifies a Client or FGI of its intention to cease to trade or the Client or FGI otherwise becomes aware of such intention through a source reasonably considered by FGI to be reliable; or


(c)	it is subject to Insolvency Proceedings; or


(d)	an analogous event occurs in any jurisdiction,

and "Insolvency" shall be construed accordingly.

"Invoice" means the original sales invoice in respect of a Receivable issued by the Client to a Customer.

"LIBOR" means 90 day US LIBOR as published by the Money Rates section of the Wall Street Journal, Interactive Edition, or any successor edition or publication as selected by FGI, or such other interest rate index acceptable to FGI in the event that the Wall Street Journal, Interactive Edition, ceases to publish such an interest rate index, or adequate and reasonable means do not exist for ascertaining such interest rate index.

"Limit" means the Facility Limit, any customer limit and/or any other limit specified from time to time by FGI.

"Loss" means all and any losses, costs, claims, expenses (including legal expenses on an indemnity basis), actions, damages, demands and interest.

"Management Accounts" means, at any time, the then latest unaudited management accounts of each Client respectively for successive calendar months, required to be delivered to FGI pursuant to clause 14.1(b)(ii) (Provision of information) (to comprise a profit and loss account, a balance sheet and, if requested, a cashflow statement, together with consolidations where appropriate).

"Material Adverse Effect" means any event or circumstance which, in the opinion of FGI, is reasonably likely to adversely affect


(a)	the ability of a Credit Party to perform its payment obligations under any of the Finance Documents; or


(b)	the business, operations, property, assets or condition (financial or otherwise) of a Credit Party; or


(c)	the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of the Finance Documents or the rights or remedies of FGI under any of the Finance Documents.

"Minimum Period" means the period described as such in the Commercial Terms.

"Misdirected Payment Fee" means the fee payable in accordance with clause 10.9 (Misdirected Payment Fee) in the amount specified in the Commercial Terms.

"Net Funds Employed" means the amount specified as such in the Commercial Terms.

"Net Invoice Value" means, in respect of a Receivable, the Gross Invoice Value of such Receivable, less any applicable VAT;

"Non-Utilisation Fee" means the fee payable in accordance with clause 10.5 (Non-Utilisation fee), calculated on an annual basis.

"Non-Utilisation Fee Percentage" means the percentage specified as such in the Commercial Terms.

"Notice Period" means the period described as such in the Commercial Terms.

"Notified Value" means the full value of each Receivable as represented in a Notification (including any applicable VAT or other Tax and before any discount for prompt payment, or otherwise).

"Offer" means, in relation to any Purchased Receivable, the Offer sent by the Client to FGI in accordance with clause 5 of this Agreement;

"Outstanding" means, in relation to a Receivable, that such Receivable remains unpaid and has not been repurchased by a Client from FGI.

"Over Advance Facility" means the separate facility which can be made available by FGI to the Original Clients under this Deed separately from the sale and purchase of Receivables under this Deed.

"Over Advance Payment Account" means a loan account or accounts in the name of the Original Clients with FGI opened in connection with the Over Advance Facility.

"Over Advance Payment Account Balance" means the debit balance on the Over Advance Payment Account from time to time.

"Party" means a party to this Receivables Purchase Agreement.

"Payment Percentage" means the percentage specified as such in the Commercial Terms or such higher or lower percentage as FGI may agree with the Client, or such lower percentage that FGI may from time to time determine and notify to the Client upon or following the occurrence of a Termination Event which is continuing;

"Permitted Credit Period" means the period specified as such in the Commercial Terms, or such other period as may be agreed between FGI and the Clients.

“Permitted Dilution Percentage” means the Dilution Percentage specified in clause 2.3(o).

"Permitted Security" means:


(a)	any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

(b)

any Security Interest or Quasi-Security arising under any retention of title, extended retention of title arrangements (verlängerte Eigentumsvorbehalte), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group;


(c)	any Security Interest or Quasi-Security arising under the Security Documents;


(d)	any Security Interest or Quasi-Security identified in the Commercial Terms as an additional category of Permitted Security; and


(d)	any other Security Interest or Quasi-Security to which FGI provides its prior written consent in writing from time to time.

"Permitted Territories" means the territories identified as such in the Commercial Terms;

"Purchase Date" means, in respect of a Purchased Receivable, the day on which FGI has accepted the respective Client's Offer to purchase the respective Purchased Receivable, in accordance with clause 5 (Sale purchase and assignment of Receivables and Related Rights);

"Purchase Price" means the amount payable by FGI to a Client for an Eligible Receivable, calculated in accordance with clause 9.1 (Calculation and Payment of Purchase Price).

"Purchased Receivable" means a Receivable purchased by FGI in accordance with clause 5 (Sale purchase and assignment of Receivables and Related Rights);

"Quasi-Security" means any arrangement by any member of the Group to:


(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;


(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

"Receivable" means an account receivable arising under, or other financial obligation due or owing to a Client under, a Supply Contract (including, in each case, any applicable Tax payable by the Customer to the Client as well as any refund (in cash, by off-set or otherwise) or right to claim a refund of tax, in particular Value Added Tax from the relevant tax authorities in case that the relevant underlying Receivable has become uncollectible (uneinbringlich)) and where the context so admits, includes a part of any such account receivable or other financial obligation. In the event that - contrary to the representations contained in this Agreement – a Receivables is subject to a current account agreement (Kontokorrentverhältnis) in accordance with Section 355 of the German Commercial Code (Handelsgesetzbuch) or any other similar arrangements, the term “Receivable” includes, notwithstanding any other rights FGI may have under this Agreement, the following rights:


(a)	all present and future account balances (including balances to be determined periodically and daily balances as well as all other interim balances and the balances to be determined upon the termination of the current account arrangements) up to the amount of the nominal amount of the relevant sold Receivables; and


(b)	all accessory and non-accessory formative rights (Gestaltungsrechte), including the right to terminate the current account arrangement and the right to demand that a balance be determined.

"Receivables Purchase Facility" means the Facility made available by FGI under this Deed.

"Related Rights" means, in relation to a Receivable, all rights, remedies and benefits ancillary to the Receivable, including but not limited to:


(a)	the benefit of the Supply Contract giving rise to the Receivable (but not of any obligation to perform the relevant Supply Contract);


(b)	any ownership interest, charge, encumbrance, proprietary or security interest, guarantee, right of retention, retention of title, lien recovery, possession or privilege or other right or claim in, over or on any person's assets or properties in favour of the Client securing a Customer's obligations in respect of a purchased

Receivable and other remedies given by law to an unpaid vendor of goods or services;


(c)	the benefit of all negotiable and non-negotiable instruments, guarantees, warranties, indemnities, securities, bonds and policies of insurance held by the Client or to which the Client is entitled in respect of the Receivable;


(d)	the related Financial Records;


(e)	any current or future rights and/or claims of the Client against the Customer arising under or in connection with a purchased Receivable or by operation of law (including default interest);


(f)	any current or future rights of the Client to change the purchased Receivable by unilateral declaration (Gestaltungsrechte) and any other ancillary rights (Nebenrechte) arising in respect of the purchased Receivables to the extent not already transferred to FGI by operation of law;

(g)

any current or future retained title or security title (Vorbehalts- und Sicherungseigentum) that secures the purchased Receivable and any current or future right of reclaim (Herausgabeanspruch) in respect of goods that are subject to a retained title or security title; to the extent the Client is in possession of such goods, the Client shall as a trustee (als Treuhänder) keep such goods safe, free of charge and separated from its own goods; in case of any such transferred goods FGI shall re-transfer, re-assign and release such goods if and when the Client is obligated to do so pursuant to the terms of the underlying transaction;


(h)	any current or future expectancy rights (Anwartschaftsrechte) of the Client in respect of goods, which are, notwithstanding any representations, undertakings or warranties contained in this Agreement to the contrary, the underlying subject matter of the invoices issued in respect of the purchased Receivables;


(i)	any current or future insurance claims, in particular any claims under a commercial credit insurance (Warenkreditversicherung) of the Client in respect of the purchased Receivables and/or insurance in relation to the goods or the transportation of the goods which are the underlying subject matter of the invoices issued in respect of the purchased Receivables;


(j)	all proceeds at any time, arising in any way, out of the resale, redemption or other disposal of (net of collection costs), or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith;


(k)	all the Client's rights under contracts of supply between the Client and its suppliers in relation to goods supplied or to be supplied by the Client in fulfilment of its delivery obligations to a Customer whose Receivable has been offered or notified to FGI by the Client under this Receivables Purchase Agreement, whether or not such

goods have been appropriated by the Client to the Supply Contract, have been delivered to the Customer or returned or rejected by the Customer for any reason.

"Reporting Statement" means a statement of the credit and debit balances on the Assigned Receivables Account, the Funds In Use Account and the Reserve Account;

"Repurchase Notice" means the notice as defined in clause 8.2 (Recourse for Ineligible Receivables);

"Required Reserve Amount" means the amount determined by FGI to be equal to the value of the Reserves, the outstanding amount of any Ineligible Receivable in respect of which a payment of a part of or the full Purchase Price has been made available to a Client, Discount and any fees payable in accordance with this Receivables Purchase Agreement.

"Reserves" means any amount for which a Client may be obligated to FGI at any time, whether under the terms of this Agreement, or otherwise, including but not limited to the payment or repayment of amounts outstanding, any Client Risk Amount (irrespective to which of the Clients such Client Risk Amount is allocable), any Deferred Purchase Price paid or otherwise made available by FGI to any of the Clients but having to be repaid by any of the Clients because of Defaulted Receivables occurring thereafter, any Repurchase Price, any Loss sustained by FGI as a result of the Client's breach of any representation or warranty herein or of any other provision hereof (whether intentional or unintentional), any adjustments due and any attorneys' fees, costs and disbursements due, including, but not limited to, reasonably anticipated claims or to adequately satisfy reasonably anticipated obligations the relevant Client may owe FGI;

"Security Documents" means the Initial Security Documents, any other German Security Documents, the UK Security Documents, the Spanish Security Documents and any other deeds or agreements from time to time that secure, collateralize or create a Security Interest in respect of the obligations and liabilities of any Client or any Security Obligor to FGI under the Finance Documents, including (but not limited to) any guarantee, indemnity or other assurance granted to FGI in respect of such obligations and liabilities.

"Seller's Account" means the bank accounts of the Clients notified to FGI from time to time;

"Shortfall" means, in relation to a Receivable, the amount (if any) by which the sums received or recovered by FGI for that Receivable are less than its Notified Value.

“Spanish Client” means Consultants in Business and Engineering Research, S.L.

“Spanish Receivables Purchase Agreement” means the receivables purchase agreement to be entered into between FGI and the Spanish Client.

“Spanish Security” means the security over the assets of and shares in the Spanish Client to be entered into in relation to the Spanish Receivables Purchase Agreement.

“Spanish Security Documents” means the security document creating security with respect to the Spanish Receivables Purchase Agreement.

"Sterling", "£" and "GBP" mean the lawful currency of the United Kingdom.

"Subsidiary" of a company or corporation means any company or corporation:


(a)	which is controlled, directly or indirectly by the first-mentioned company or corporation; or


(b)	more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or


(c)	which is a subsidiary of another subsidiary of the first mentioned company or corporation,

"Supply Contract" means a contract between a Client and a Customer for the supply of goods or the provision of services.

"Termination Event" means any of the events set out in clause 19.1 (Termination Events).

"Trust Account" or “Collection Account” means any bank account referable to a Client, mandated in favour of and otherwise controlled by FGI and/or pledged by way of first priority pledge to FGI and/or blocked and/or the subject of an automatic sweep of credit balances to any account of FGI, and shall include in particular the following accounts:

CIBER AG

Name and Address of German Collection Account Bank:

Commerzbank AG

POSTFACH 101960

ROHRBCHER STRASSE 5-7

69009 Heidelberg Germany

BIC: DRESDEFF672

IBAN: DE74672800510460129400

CIBER Managed Services GmbH

Name and Address of German Collection Account Bank: [ ]

Commerzbank AG

POSTFACH 101960

ROHRBCHER STRASSE 5-7

69009 Heidelberg Germany

BIC: DRESDEFF672

IBAN: DE69672800510460151800

“UK Client” means Ciber UK LTD, a limited liability company incorporated in England and Wales with registered number 02623681 and whose registered office is at 62 Buckingham Gate, 5th Floor, London SW1E 6AJ.

“UK Receivables Purchase Agreement” means each of the receivables purchase agreement to be entered into between FGI and the UK Client.

“UK Security” means the security over the assets of and shares in the UK Client to be entered into in relation to the UK Receivables Purchase Agreement.

“UK Security Documents” means the security document creating security with respect to the UK Receivables Purchase Agreement.

"United Kingdom" means Great Britain and Northern Ireland, but excluding the Channel Islands and the Isle of Man.

"US Dollars”, “US$" and “USD” means the lawful currency for the time being of the United States of America.


3.2	Interpretation


(a)	Unless a contrary intention appears, a reference in this Deed to:


(i)	"FGI", a "Client", any "Party" or any other person shall be construed so as to include its and any subsequent successors assigns and transferees in accordance with their respective interests;


(ii)	a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as varied, amended, supplemented, extended, restated, novated and/or replaced in any manner from time to time (however fundamentally and even if any of the same increases the obligations of any member of the Group or provides for further advances);

(iii)

a "month" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is not numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;


(iv)	a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;


(v)	"VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to time;


(vi)	"including" or "includes" means including or includes without limitation;


(vii)	the singular includes the plural and vice versa; and


(viii)	a time of day is a reference to New York time.


(b)	Section, clause, schedule and paragraph headings are for ease of reference only and shall not affect the construction of this Deed.


(c)	a Termination Event is "continuing" if it has not been remedied or waived in writing to the satisfaction of FGI. Any waiver given by FGI in writing shall only apply to the specific occurrence of the specific event referred to in such waiver.


(d)	References to clauses, paragraphs and schedules are to be construed, unless otherwise stated, as references to clauses, paragraphs and schedules of and to this Deed and references to this Deed include its schedules.


(e)	The Parties intend that this Agreement shall take effect as a deed notwithstanding the fact that a Party may only execute this document under hand.


3.3	Third Party Rights


4	COMMENCEMENT AND DURATION


4.1	This Deed shall begin on the Commencement Date and, subject to the other provisions of this Deed, shall continue for the Minimum Period.


4.2	Notwithstanding clause 4.1 above:


(a)	all (but not less than all) the Clients acting together may terminate the Receivables Purchase Facility in full (but not in part only) at any time by giving written notice of not less than the Notice Period to FGI;


(b)	FGI may terminate all or any part of the Facility at any time by giving written notice of not less than the Notice Period to the Clients; and


(c)	FGI may immediately terminate the Facility by written notice to the Clients upon or at any time after the occurrence of a Termination Event which is continuing,

provided that the obligations of the Clients arising under clause 10.4 (Early Termination Fee) shall not be prejudiced by this clause 4.2.


4.3	FGI shall be under no obligation to make any payment in respect of this Deed until such time as it has received, in form and substance satisfactory to it, all of the documents and other evidence listed in part A of Schedule 1 (Conditions Precedent).

4.4


4.5	The Over Advance Facility may be made available in accordance with the terms of Schedule 4 (Over Advances - terms and conditions).


5	SALE, PURCHASE AND ASSIGNMENT OF RECEIVABLES AND TRANSFER OF RELATED RIGHTS

5.1

The Client herewith assigns (abtreten) to FGI, who accepts the same, (i) all Receivables owing to the Client at the Commencement Date and (ii) all its Receivables arising during the life of this Agreement, and herewith transfers and assigns to FGI, who accepts the same, all Related Rights in respect of these Receivables. FGI shall own the Receivables and any Related Rights from the Commencement Date or as soon as they come into existence even if not yet entered in the books or records of the Client as due to the Client. The foregoing assignment is done unconditional and irrespective of whether the Receivables (together with the RelatedRights) are sold by the Clients to FGI or not. The assignment of any Receivables which are not also being contractually (schuldrechtlich) sold (verkauft) to FGI under the terms of this Agreement (and in particular Clause 5.2 below) as well as any Receivables which had been sold by the Clients to FGI but which have been repurchased by the Clients from FGI pursuant to the terms of this Agreement (and in particular Clause 8.2 below) shall be an assignment to FGI and shall remain assigned to FGI based on terms of an assignment for security purpose (Sicherungsabtretung) and shall secure all claims of FGI against members of the Group in connection with the Finance Documents. The contractual terms (schuldrechtliche Sicherungsvereinbarung) - i.e. not the assignment as such - of the Global Security Assignment Agreement shall apply in addition to this Agreement mutatis mutandis to the security assignments completed hereunder.


5.2	By this Agreement, the Client shall be obliged to offer to sell (verkaufen) to FGI Eligible Receivables together with all their Related Rights:

(i) that are owed to the Client at the Commencement Date; or


(ii)	arising after the Commencement Date during the life of this Agreement, in each case within ten (10) Business Days following the respective Receivable coming into existence or in such other manner as FGI may direct from time to time, regardless of whether an Event of Default has occurred.


5.3	Such an offer will be unconditional and made in writing in the form set out in Schedule 5 (Form of Offer) or such other form as agreed between the Parties from time to time, and shall specify in particular the offered Receivables. The Client shall submit to FGI, together with the offer, in a form as required by FGI or otherwise acceptable

to FGI, further documents allowing undisputable identification of each of the offered Receivables, including invoices and/or underlying Supply Contracts or purchase orders from Customers.


5.4	The decision whether to accept or decline any offer shall be in the sole and absolute discretion of FGI, and nothing in this Agreement shall oblige FGI to purchase any Receivable and its Related Rights at any time. For the avoidance of doubt, neither by an acceptance nor by declining of an offer shall FGI become a party to or liable in respect of any Supply Contract.


5.5	In case FGI decides not to purchase a certain Receivable, it shall mark such Receivable as "rejected" in the Assigned Receivables Account. As long as FGI has not made such decision, the respective offer by the Client that FGI purchases the respective Receivable remains valid.

5.6

In case FGI decides to accept the offer to purchase a certain Receivable, it shall accept the offer by marking such Receivable as "accepted" in the Assigned Receivables Account (each such Receivable thereupon a "Purchased Receivable"). As the Client has access to the Assigned Receivables Account and can thus review the status of each Receivable at any time, the Client herewith waives any further formal requirement to receive an acceptance declaration (Verzicht auf den Zugang der Annahmeerklärung).


5.7	An assigned Purchased Receivable will, upon acceptance (Annahme) by FGI pursuant to Clause 5.6 above of the Client's offer to sell (verkaufen), become wholly owned by FGI, and shall cease to be subject to any security purpose restrictions under this Agreement or the Global Security Assignment Agreement.

5.8

If FGI so requires at any time, the Clients will promptly and at their own expense execute, stamp (if appropriate) and deliver to FGI written confirmations of assignment of any Receivable and/or its Related Rights, in such form as FGI may require, deliver to FGI any documents, agreements, instruments, policies, records or data relating to any Receivable and/or its Related Rights and/or take any other action necessary to perfect the assignment or transfer to FGI of, or FGI's title to, any Receivable (and/or its Related Rights) and, if FGI so requires, the Clients will promptly give written or other notice in a form and manner that FGI approves to any Customer whose Receivable has been assigned in this way.


5.9	Receivables Subject to Extended Retention of Title:

(a)

If Receivables are security assigned pursuant hereto which are subject to extended retention of title arrangements (verlängerter Eigentumsvorbehalt) in favour of the suppliers of the Client, the assignment of such security assigned Receivables shall only become effective with the extinction of such retention of title arrangements. As long as any person is only partly entitled to the assigned Receivables as a result of such person’s retention of title arrangement, the assignment of such assigned Receivables to FGI hereunder shall be limited to the part of the assigned Receivable to which FGI is entitled. The other part of

the assigned Receivable will transfer to FGI at such time as that part is no longer affected by such retention of title arrangements.

(b)

Each Client hereby assigns to FGI, who accepts such assignments, its respective right to reassignment of the assigned Receivables assigned to a person by reason of extended retention of title arrangements as well as any contingent claims to the transfer of all proceeds paid out to such person, together with all rights pertaining thereto. The same applies to any possible expectancy right (Anwartschaftsrecht) with respect to the assignment of any assigned Receivables which are subject to a condition subsequent (auflösende Bedingung).


(c)	Upon the occurrence of a Termination Event which is continuing, FGI shall be entitled to extinguish any retention of title arrangements by satisfying the holder thereof.


5.10	Perfection of Assignment and Transfer


(a)	In case the transfer of ownership of the purchased Receivables together with all Related Rights did not validly occur in full, the relevant Client shall, at its own cost, take all legally possible action necessary or advisable to effect such transfer.


(b)	Notwithstanding the generality of the foregoing the following shall apply in addition to the other provisions of this Agreement: In the event that title to, or any rights in respect of, the Related Rights cannot be transferred from the Client to FGI by simple agreement as set out in the Agreement, the Client and FGI agree as follows:

(i) In the case of the Related Rights being governed by German law:


(A)	Any transfer of possession which is necessary for the transfer of ownership, in particular, in respect of any potential retention of title (Vorbehaltseigentum) in respect of items in the possession of third parties, shall be replaced as follows:


(1)	In the case that the items which are Related Rights are in the direct possession of the Client, the Client shall as a trustee (als Treuhänder) keep such goods safe and hold such items free of charge on behalf of FGI;


(2)	In the case that the Client has indirect possession or any other claim for return of an item being part of the Related Rights, the Client hereby assigns to FGI all claims for return of such Related Rights and FGI hereby accepts such assignment;


(3)	to the extent the transferred items serve as security for assigned Receivables, FGI shall re-transfer, re-assign and release such items if and when the Client is obligated to do so pursuant to the terms of the underlying transaction.

(B)

All other necessary actions, consents, entries, registrations, notifications or formal requirements shall be taken, obtained, made or complied with by the Client at its expense. The Client will be strictly liable (verschuldensunabhängig) for all damages and consequential damages resulting from the failure to take, obtain, make, or comply with, any necessary action, consent, entry, registration, notification or formal requirements.

(ii) In the case of the Related Rights being governed by any other law:

(A)

The Client shall at its expense promptly and duly take all action necessary in the relevant jurisdiction, obtain all consents, make all entries and registrations, issue all notifications and/or comply with all formal requirements as well as make and receive all declarations as are required for the transfer of ownership in the Related Rights to FGI. The Client shall be strictly liable (verschuldensunabhängig) for all damages and consequential damages resulting from the failure to so take any action, obtain any consent, make any entry or registration, issue any notifications or comply with any formal requirements or the failure to make or receive any declarations;


(B)	to the extent contemplated or permitted by the relevant jurisdiction, the aforementioned paragraphs (i) (A) and (i) (B) shall apply mutatis mutandis;


(iii)	without affecting the obligations of the Client under this Clause 5.5 and to the extent contemplated or permitted by the relevant jurisdiction, the Client hereby authorises FGI to exercise all rights of the respective Client in such Client's name with respect to the Related Rights which have not been transferred under this Agreement.


(c)	To the extent that title or other rights relating to a purchased Receivable have not been fully assigned to FGI by the assignments contemplated by this Agreement, this Clause shall, without affecting any other rights and powers of FGI, apply mutatis mutandis to the extent legally possible.


(d)	For the avoidance of doubt: Transfer of title to the relevant Receivables and Related Rights as contemplated herein is not subject to a condition (keine aufschiebende Bedingung der Kaufpreiszahlung) of payment of the purchase price therefore.


6	NOTIFICATION TO CUSTOMERS OF ASSIGNMENT

Each Client:


6.1	shall, in respect of each Receivable existing on the Commencement Date, notify the relevant Customer and credit insurers in writing, by means of a Notification Letter, of the assignment created by this Receivables Purchase Agreement and

direct the relevant Customer and credit insurer to make payments into the Trust Account;


6.2	shall include such endorsement as FGI shall require on each Invoice issued by the Client after the Commencement Date and, if FGI so requires, shall send to any new or additional customer a Notification Letter, notifying the relevant Customer of the assignment of the relevant Receivable(s) and directing the relevant Customer to make payment of the Receivable(s) into the Trust Account;


6.3	irrevocably authorises FGI to deliver to any Customer on the Client’s behalf a Notification Letter required under clause 6.1 or clause 6.2; and

6.4

if FGI so requires at any time, promptly and at its own expense execute, stamp (if appropriate) and deliver to FGI a written confirmation of assignment of any Receivable and/or its Related Rights, in such form as FGI may require, deliver to FGI any documents, deeds, instruments, policies, records or data relating to any Receivable and/or its Related Rights and/or take any other action necessary to perfect the assignment or transfer to FGI of, or FGI's title to, or the trust in FGI's favour in relation to, any Receivable (and/or its Related Rights) and the proceeds of the same.


7	NOTIFICATION OF RECEIVABLES


7.1	Requirement for Notification

Any such Notification shall specify with respect to each Receivable at least the following (subject to additional requirements from FGI): Customer’s name, customer’s address, customer’s ID or customer number, invoice number, invoice date, amount of Receivable (incl. VAT), currency of Receivable and due date of Receivable. Irrespective of any and all assignments of Receivables and Related Security already being effected by Clause 5 above, any such Notification is shall constitute an assignment and confirmation of assignment of the Receivables specified in such Notification and the Client hereby waives pursuant to Section 151 of the German Civil Code its right to receive an acceptance of such assignment and notification.


7.2	Separate Notification of certain Receivables


8	INELIGIBLE RECEIVABLES, DEFAULT RISK, RECOURSE AND REPURCHASE


8.1	Ineligible Receivables

A Receivable will be an Ineligible Receivable for the purposes of this Receivables Purchase Agreement if any of the following apply to it:


(a)	the Receivable does not exist as an enforceable receivables (Veritätsrisiko) governed by German law or is not evidenced by an Invoice or other documentary evidence satisfactory to FGI;


(b)	the Receivable arises out of a sale made by a Client to an Associate of a Client or to a person controlled by an Associate of a Client;


(c)	the Receivable remains due or unpaid (whether in whole or in part) for longer than the Permitted Credit Period at the Purchase Date;


(d)	any covenant that applies to the Receivable under this Receivables Purchase Agreement has been breached;


(e)	any representation or warranty made with regard to the Receivable under this Receivables Purchase Agreement is incorrect or misleading, or the Receivable is required to be included in a separate Notification under clause 7.2 (Separate Notification of certain Receivables).


(f)	the Receivable is owed by a Customer that is Insolvent or if the Receivable is a Defaulted Receivable at the Purchase Date;


(g)	the Receivable is payable in stages or relates to tooling;


(h)	the Receivable arises from a sale to made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;


(i)	the goods giving rise to the Receivable have not been Delivered to and accepted by the Customer or, as the case may be, the services giving rise to it have not been performed by the relevant Client and accepted by the Customer, or the Receivable otherwise does not represent a final sale or service, in particular the correctness of the sale or service is disputed by the Customer;


(j)	the Receivable is subject to any offset, deduction, defence, dispute, or counterclaim, or the Customer is also a creditor or supplier of a Client or the Receivable is contingent in any respect or for any reason;


(k)	the Receivable would breach any Limit set out in this Deed;


(l)	any return, rejection or repossession of the relevant goods has occurred or the rendition of the relevant services has been disputed;


(m)	FGI deems the warranties contained in the relevant Supply Contract to be excessive;


(n)	when aggregated with all other Outstanding Receivables of the relevant Customer, the Receivable would cause the Debtor Concentration Limit to be exceeded;


(o)	the Supply Contract or any other document related to the Receivable is not governed by the laws of Germany or such other law as FGI may approve in writing, and does not provide for the Customer's submission to the jurisdiction of the courts of Germany or such other jurisdiction as FGI may approve in writing;


(p)	the Receivable is owed by the relevant Customer acting in the capacity of a private individual;


(q)	the assignment of the Receivable is restricted or prohibited by the terms of the Supply Contract or other applicable contractual term or by law;


(r)	pursuant to regulation, the proceeds of the Receivable would not become freely available; or


(s)	the Receivable is not otherwise satisfactory to FGI as determined by FGI acting reasonably and in good faith.


8.2	Recourse for Ineligible Receivables


(a)	FGI may require a Client, at any time after FGI has served a written notice (a "Repurchase Notice") on that Client, to repurchase immediately any Ineligible Receivable.

(b)

Each Repurchase Notice will set out in reasonable detail the description of each Receivable to be repurchased and the repurchase price applicable to each such Receivable. The repurchase price (the “Repurchase Price”) to be paid by the Client to FGI shall be determined by FGI and shall be equal to the Purchase Price, to the extent that it has been paid by FGI to the Client (including by way of set-off or otherwise as contemplated in this Agreement) and minus any remittances which have been applied by FGI for its own purposes.

(c)

FGI shall change the mark in respect of such Purchased Receivable in the Assigned Receivables Account from "accepted" to "rejected" and shall charge the amount of the Repurchase Price to the Reserve Account. Following such a repurchase, the respective Purchased Receivables will remain to be Assigned Receivable and serve as security for any claims of FGI against the Client in accordance with the rules set out above in Clause 5.1 in respect of repurchased Receivables.


(d)	After the payment of the Repurchase Price FGI will credit the relevant Reserve Account of the Client all sums subsequently received or recovered by FGI in relation to that Receivable (without double counting).


(e)	Subject to the terms of this Agreement, FGI has an additional right to require a Client to repurchase any Receivable at any time in its absolute discretion, whether or not the relevant Client is in breach of its obligations under this Deed.


8.3	No Recourse for Default Risk for FGI Risk Amount

The Parties agree that FGI shall assume the Default Risk in respect of each Purchased Receivable up to the FGI Risk Amount of the Purchased Receivable, and FGI hereby expressly agrees to bear such risk (Delkredererisiko). FGI acquires from the Client the FGI Risk Amount of each Purchased Receivable on a non-recourse basis, so that under no circumstances shall FGI be entitled to claim from the Client repayment of the FGI Risk Amount, and the Client shall not be liable for the failure of a Customer to pay such amount lawfully owed in respect of Purchased Receivables.

However, FGI is entitled to charge any Defaulted Receivables (irrespective of which Client has sold the relevant Receivable to FGI) to the Reserve Account and thereby reduce the Deferred Purchase Price owed to any of the Clients from time to time hereunder (and, in case that any Deferred Purchase Price is paid (including by way of set-off or otherwise) in an amount not owed because of subsequently any relevant Receivable having become a Defaulted Receivable. Such amounts shall be reimbursed by the Clients to FGI and shall be charged to the Reserve Account.


8.4	Recourse for Default Risk for Client Risk Amount

In respect of each Purchased Receivable, the Default Risk in respect of the Client Risk Amount shall remain with the Client, and the purchase by FGI of the respective part of each Purchased Receivable shall be made on a with-recourse basis.

The Clients acknowledge that the Deferred Purchase Prices owed to them may be reduced by Client Risk Amounts materialising in respect of the other Client and agree not to take internal recourse between themselves for such Client Risk Amounts.

8.5

The part of each Purchased Receivable which has been acquired by FGI on a non-recourse basis shall be ranking prior to the part of the Purchased Receivable which has been acquired by FGI on a with-recourse basis, and any collections received by FGI in respect of a Purchased Receivable shall be applied firstly to the part of the Purchased Receivable which has been acquired by FGI on a non-recourse basis, and thereafter to the remaining part of the Purchased Receivable.


8.6	In case a Purchased Receivable becomes a Defaulted Receivable fully or in part, FGI will charge to the Reserve Account the respective amount of the Defaulted Receivable. As far as FGI has not yet paid the Purchase Price for the respective Receivable to the Client, FGI will set-off the respective claims against each other.


8.7	For the avoidance of doubt, any further rights of FGI against the Client under clauses 15 and 16 below shall remain in place unaffected by this clause 8.


9	PURCHASE PRICE AND ACCOUNTING


9.1	Calculation and Payment of Purchase Price

The Purchase Price for a Purchased Receivable shall be the face value of such Purchased Receivable less (A) any Discount and Administration Fee in respect of such Receivable and (B) less, but not for the purpose of calculating the Initial Purchase Price, (i) any discount, commission, credit, set-off or other deduction allowed or allowable by the relevant Client to the Customer, (ii) if that Receivable is payable other than in US Dollars, any charges for collecting and/or converting as appropriate in accordance with clause 25.4 (Miscellaneous) and (iii) such other adjustments as FGI is permitted to make in accordance with this Deed, and shall become due and payable, subject to the terms of this Agreement, as follows:


(a)	The Initial Purchase Price in respect of any Purchased Receivable shall become due on the Purchase Date of such Purchased Receivable. FGI will also record the amount of the Initial Purchase Price on the Funds In Use Account.

(b)

The Deferred Purchase Price in respect of any Purchase Receivable shall become due upon receipt of amounts in excess of the Initial Purchase Price or at the time when the Purchased Receivable becomes a Defaulted Receivable, whereby in the latter case to the extent the Default Risk remains with the Client, the Deferred Purchase Price shall not be paid but be settled in accordance with clause 8.6 (Ineligible Receivables, Default Risk and repurchase). FGI will also record the amount of the Deferred Purchase Price, to the extent this is resulting from Customer payments, to the Reserve Account. The Deferred Purchase Price for any of the Receivables shall only become payable if no other Receivables have become or may become Defaulted Receivables or will be charged as Defaulted Receivables to the Reserve Account. The Reserves established pursuant to the Deferred Purchase Price mechanism shall cover all defaults of any and all Purchased Receivables and irrespective of which Client has sold such Receivables to FGI.

9.2

The Purchase Price of a Purchased Receivable will be denominated in the same currency as the Receivable, if that currency is an Approved Currency; or in any other case, such currency as FGI may agree. Payments in respect of the Purchase Price shall be made into the relevant Seller's Account, in accordance with the terms of this Agreement, in particular clause 9.9 (Purchase Price and accounting) below.


9.3	At any stage during the term of this Agreement, FGI will operate the Accounts for the Clients.

9.4

FGI shall at any time be entitled to settle its claims against the Clients for payment of any Discount, Fees, costs and expenses or any other payment claims due and payable to FGI under the Finance Documents by way of set-off against payment claims due to the Clients from FGI. The Reserve Accounts shall have the function of a rolling account (Kontokorrent) settling such mutual claims. Upon its being recorded to the Reserve Accounts, each individual claim shall be combined with the other claims accounted on the Reserve Accounts, and instead of the respective individual claims at any time there shall only be one payment claim in the amount of the balance of the Reserve Accounts which shall be either owed to FGI or to the Client.


9.5	Upon request from FGI, the Client shall promptly pay to FGI the negative balance (excluding any portions of a negative balances which may arise because of the

aggregate amount of all Defaulted Receivables which are not Ineligible Receivables exceeding the aggregated amount of all Client Risk Amounts), if any, in respect of the Reserve Accounts, and upon receipt of any such payment FGI shall record this payment on the Reserve Accounts to adjust the balance accordingly.


9.6	Reserve Accounts


(a)	FGI shall be entitled in its sole discretion, to apply the Required Reserve Amount to the Reserve Accounts from time to time if FGI deems it necessary to do so in order to protect FGI's legitimate interests.


(b)	If at any time, the balance standing to the credit of the Reserve Account is less than the Required Reserve Amount, the Client shall, on demand, make such payment into the Reserve Account as FGI requires in order to ensure that the credit balance on the Reserve Account is not less than the Required Reserve Amount.

9.7

FGI shall credit an amount equal to each remittance received by it for a Receivable of a Client to the Reserve Account (and debit an equal amount to the Funds In Use Account) no later than the Collection Date. Any resulting balance standing to the credit of the Reserve Account shall, to the extent that it comprises the unpaid balance of the Purchase Price, be paid to the relevant Client on a weekly basis, subject always to the terms of this Deed, provided that payment of such balance shall not cause the Facility Limit to be exceeded and taking into account that and subject to the Reserve Account also serving as a security for FGI to secure any claims FGI has against the Client in accordance with the Finance Documents and shall also serve as Reserve for Defaulted Receivables in respect of the Client Risk Amount. In the event of any remittance which was treated by FGI as being received being cancelled afterwards, FGI is entitled to cancel and undo the previous crediting and/or debiting of the relevant amounts.


9.8	The Client will not be entitled to request or receive any payment from FGI under clause 9.7 above:


(a)	if such payment is in excess of Availability;


(b)	to the extent that the relevant payment would result in the aggregate outstanding amount of all payments from FGI at any time exceeding the Facility Limit;


(c)	if the Client is Insolvent; or


(d)	at any time at which FGI is entitled to terminate this Agreement under clause 19.3 whether or not FGI actually exercises any such right.


9.9	FGI will make payments to the Client to a bank account (which must, unless FGI agrees otherwise in its absolute discretion, be an account in the Client's name and maintained with a German branch of any major bank or financial institution) by such method of transmission as FGI may approve from time to time.


9.10	It is the Clients' responsibility to ensure that the bank account to which such payment is to be transmitted under clause 9.7 above is suitable for the receipt of funds in the relevant currency. FGI will not be liable for any loss or damage suffered by the Client

in the event that the bank or other institution at which such account is maintained declines to accept a payment transmitted to it in that currency.


9.11	FGI will record on the Reserve Account each amount paid to the Client under clause 9.1 on the Business Day on which FGI gives instructions to its bankers to transmit that payment to the Client's account under clause 9.9 above.


9.12	Currencies


(a)	Discount, Administration Fees, Misdirected Payment Fee, Non-Utilisation Fee and other fees specified in clause 10 (Fees) will be denominated, calculated and applied in US Dollars unless FGI otherwise agrees.


(b)	All other costs, charges and expenses will be denominated in the currency in which they arise unless otherwise expressly provided in this Deed or FGI otherwise agrees.

(c)

Where a sum is to be debited or credited to the Assigned Receivables Account, the Funds In Use Account or the Reserve Account, such sum shall be denominated in US Dollars, which will to the extent necessary for this purpose be computed by reference to the spot rate of exchange of FGI's Bankers on the date of such debit or credit, but at its discretion FGI may provisionally apply the rate ruling on the date it receives the Notification relating to that Receivable, making such subsequent adjustments as may be necessary.


10	FEES


10.1	Closing Fee

The Clients shall pay to FGI:


(a)	the Closing Fee on the Commencement Date (or as otherwise agreed in writing with FGI); and


(b)	all other fees and expenses set out in this clause 10 (Fees) on the due date for payment and otherwise in accordance with the terms specified in this Deed.


10.2	Discount

For administrative convenience, the Discount to be deducted from the Notified Value of each Receivable will be calculated:


(a)	on the average amount of Funds In Use over each monthly period;


(b)	by reference to the average Applicable Rate (to be calculated on the last day of the relevant calendar month) as published daily during that calendar month,

and will be debited from the Reserve Account on the last day of each calendar month.


10.3	Administration Fee


10.4	Early Termination Fee


10.5	Non-Utilisation Fee

The Non-Utilisation Fee shall be calculated in accordance with the following formula:

N% X F = NUF

where:

N% is the Non-Utilisation Fee Percentage


F	is the amount by which average Funds in Use during any calendar month are less than Net Funds Employed.

NUF is the Non-Utilisation Fee.


10.6	Audit Fee

The Clients shall pay to FGI an Audit Fee following the exercise of FGI's rights set out at clause 17.2 (Information and access).


10.7	Monitoring Fee

The Clients shall pay to FGI the Monitoring Fee following the occurrence of an Termination Event.


10.8	Agency Termination Fee

The Clients shall pay to FGI the Agency Termination Fee following the exercise of FGI's rights set out at clause 11.1(e) (Collection of Receivables).


10.9	Misdirected Payment Fee


10.10	Annual Fee

The Clients shall pay the Annual Fee to FGI on each anniversary of the Commencement Date.


10.11	Costs and Expenses

Each Client shall on demand reimburse FGI for:


(a)	all reasonable costs and expenses (including legal fees), together with any applicable VAT, sustained or incurred by FGI in connection with the preparation, negotiation, execution and perfection of any of the Finance Documents; and


(b)	the amount of all costs and expenses (including legal fees), together with any applicable VAT, sustained or incurred by FGI in connection with the enforcement of or the preservation of any rights under any Finance Document.


11	COLLECTION


11.1	Collection of Receivables


(a)	From the Commencement Date, but subject to clause 11.1(b) below, FGI shall have the sole and exclusive right to collect and enforce payment of every Receivable other than Receivables repurchased by a Client.


(b)	FGI's rights pursuant to clause 11.1(a) above are subject always to the fact that, FGI hereby appoints each Client as the agent of FGI, until notice to the contrary pursuant to clause 11.1(e) and for the purpose of administering the accounts of Customers and procuring the collection of Receivables for the benefit of FGI.


(c)	Each Client hereby accepts such appointment and undertakes:


(i)	to act promptly and efficiently in carrying out the tasks in relation to which it is FGI’s agent;


(ii)	at its expense, at its own responsibility and in its own name, to collect for the account of FGI all amounts due from the Customers in respect of purchased Receivables, including taking measures for the compulsory enforcement of amounts due;


(iii)	not to hold itself out as an agent of FGI for any other purpose;


(iv)	to adhere to the debt collection procedures of the Client in force at, and notified to and approved by FGI, on or before the Commencement Date and to obtain the prior written consent of FGI to any proposed variations to such procedures;


(v)	by such date in each calendar month as FGI may direct, to provide to FGI copies of such records, statements and accounts of Customers and such reconciliations to the Assigned Receivables Account of the relevant Client as FGI may reasonably require;


(vi)	not to instruct any solicitor or attorney or other third party to commence any legal or other proceedings for the recovery of any relevant Receivable without the prior written consent of FGI; and


(vii)	to instruct any such solicitor or attorney or third party to report promptly and fully to FGI as to the progress of any legal action for recovery of any relevant Receivable.

(d)

For this purpose, the Client is hereby authorised to sue the relevant Customers before any court (gewillkürte Prozeßstandschaft) in any jurisdiction in its own name, but for the account of FGI (at the expense of the Client), or if required under the relevant law, in the name of FGI and for the account of FGI (at the expense of the Client) and shall, upon request of FGI join FGI and co-operate with FGI in respect of any proceedings commenced by FGI against a Customer. FGI shall, to the extent it deems necessary, assist the Client in exercising any and all rights arising out of the relevant purchased Receivables.

(e)

Following the occurrence of a Termination Event that is continuing, FGI may by notice to the relevant Client withdraw the agency appointment made in clause 11.1(b) and 11.1 (d) above at any time and thereafter FGI may in its sole and absolute discretion, settle, compromise, or assign (in whole or in part), through legal action or otherwise, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any Receivable.

The authorisation of the Client as agent and its power and authority to collect the Receivables automatically terminates if an Insolvency within the meaning of part (c) of the definition of “Insolvency Proceedings” or part (a) of the definition of “insolvent” occurs in respect of the relevant Client.


(f)	Each Client undertakes to use all reasonable endeavours to ensure that each Customer makes payment in accordance with the Notification Letter and, without affecting such obligation, at the Client's own expense, to despatch a letter in terms stipulated by FGI to any Customer ignoring such Notification Letter or any part thereof and to send to FGI a copy of each such letter.


(g)	If a Customer disputes any Receivable, the relevant Client will:


(i)	notify FGI promptly;


(ii)	use all reasonable endeavours to settle the dispute, subject always to FGI's rights under this clause 11.1 (Collection of Receivables); and


(iii)	promptly perform all its continuing obligations to the relevant Customer under the Supply Contract giving rise to that Receivable.

(h)


11.2	Payments


(a)	Each Client shall ensure that it shall direct all its Customers to make all payments in respect of Receivables owing by them (other than Receivables that have been repurchased by a Client) to the Trust Account or, if FGI in its sole discretion agrees, to such other account as directed by FGI (and not to any other bank account unless otherwise expressly agreed in writing by FGI).

(b)


(i)	transfer the full amount of such payment to the Trust Account or as directed by FGI, as applicable, and (pending such transfer) hold the full amount of such payment on trust for FGI;


(ii)	not otherwise deal with or dispose of such payment; and


(iii)	direct the relevant Customer to make all future payments in respect of Receivables (other than Receivables that have been repurchased by a Client) to the Trust Account or as directed by FGI, as applicable.


(c)	Each Client will immediately pass to FGI or to any bank account FGI directs, any payment a Customer makes to it directly in respect of a Receivable (other than a Receivable that has been repurchased by a Client). Each Client agrees:


(i)	if it is necessary for any cheque or other payment instrument to be endorsed to enable FGI to receive payment, to endorse the same prior to its delivery to FGI and not to mark or endorse any such cheque or other payment instrument other than in favour of FGI (or as FGI may direct);


(ii)	to hold any such payment it receives for a Receivable on trust for FGI until FGI receives it; and


(iii)	not to bank any such payment for its own account.

(d)


(e)	The Client shall provide such instructions as are necessary for the performance of its obligations hereunder to the relevant bank with which the Trust Account is held in accordance with the provisions of this Agreement.


(f)	The Client shall pledge any Trust Accounts to FGI as first priority security for the Client’s payment obligations pursuant to this Agreement.


(g)	The Client shall comply with any instruction FGI may give to the Client respect of the Trust Accounts, in particular in respect to transferring any credits standing to the Trust Accounts to other accounts designated by FGI.


(h)	The Client hereby waives to the fullest extent possible any banking secrecy rights owed to it by any bank or other party in relation to the Trust Accounts and hereby irrevocably authorises FGI to represent the Client to the fullest extent possible in relation to the Trust Accounts (umfassende Kontovollmacht).


(i)	Each Client will hold upon trust for FGI and follow any instructions FGI has in respect of any VAT bad debt relief (or similar relief) obtained by the Client in respect of a Receivable which has been assigned or transferred (or purportedly assigned or transferred) to FGI or otherwise held in trust for FGI under this Receivables Finance Agreement


11.3	Credit notes


(a)	No Client shall accept returns or shall grant allowances, discounts, deductions or credits in excess of the Permitted Dilution Percentage to any Customer without the prior written consent of FGI.


(b)	For the avoidance of doubt, the amount of each credit note, return, allowance or discount notified to and approved by FGI under clause 11.3(a) above will be treated as a reduction to the Purchase Price of the Receivable to which it relates and will be accounted for in accordance with clause 14.1(a)(iii) (Provision of information) below.

(c)


11.4	Accounting


(a)	FGI shall credit an amount equal to each collection received by it for a Receivable of the Client to the Reserve Account (and debit an equal amount to the Assigned Receivables Account) no later than the Collection Date.

(b)

FGI shall keep a permanent record on the Reserve Account showing all sums payable or paid to the Client, all payments received in relation to Receivables and all Fees, costs, expenses and other sums payable or paid by the Client under this Agreement or otherwise. A copy of the Reserve Account shall be taken as undisputed evidence of the matters stated in it at the date of its preparation unless within thirty (30) days from the publication of the same, the Client notifies FGI in writing of any discrepancy.


12	ONLINE SERVICES


12.1	FGI shall provide the Clients with online access via a secured website to information on the Assigned Receivables, the Reporting Statement and a reconciliation of the relationship relating to billing, collection and account maintenance such as aging, posting, error resolution, interest and fees payable hereunder, and mailing of statements in the ordinary course of FGI's business.


12.2	All of the information provided on the online services shall be in a format, and in such detail, as FGI, in its sole and absolute discretion, deems appropriate. In the event of any dispute, FGI's books and records shall be admissible in evidence, without objection, as prima facie evidence of the status of the Purchased Receivables, any Assigned Receivables and the Reserve Account.


12.3	Each statement, report, or accounting rendered or issued by FGI to a Client, if any, and all online information shall (except as to manifest error) be deemed conclusive evidence and binding for the purposes of this Deed and prima facie evidence in any Dispute.


12.4	FGI's failure to provide, or a Client's failure to receive, such online access shall not relieve any Client of any of its obligations under this Deed or the responsibility of that Client to request statements of account. If the relevant Client does not make such a request, it shall be deemed to have agreed the amounts set out in FGI's records.


13	CREDIT BALANCES


14	INFORMATION RELATING TO RECEIVABLES AND CUSTOMERS


14.1	Provision of information


(a)	Each Client agrees that it will:


(i)	keep such accounting records as FGI may reasonably require in relation to its Receivables, in such format as FGI may specify;

(ii)

(iii)


(iv)	immediately notify FGI in writing of reclaimed, repossessed or returned merchandise, Customers' claims and disputes, and any other matters affecting any Receivables or Related Rights; and


(v)	promptly upon request, deliver to FGI:


(A)	a current listing of all open and unpaid accounts payable and Receivables; and


(B)	any upon reasonable notice, such other information about the Receivables, business, operations and financial condition of the Group as FGI may reasonably require from time to time.


(b)	The Original Clients agree that they will deliver to FGI :


(i)	the Financial Statements of each Client and (on a consolidated basis) the Group for each Financial Year as soon as the same become available, but in any event within 180 days of the expiry of that Financial Year;


(ii)	(or will procure that each Client delivers) the Management Accounts as soon as the same become available, but in any event within 30 days after the end of each calendar month to which such Management Accounts relate;


(iii)	the projected balance sheets, anticipated capital expenditure statements of income and expense and statements of cash flow for each Client and the Group as at the

end of and for each calendar month of such Financial Year, no sooner than 90 days and no later than 30 days prior to the beginning of each Financial Year.


14.2	Verification of Receivables


14.3	Authority to contact bank

Each Client irrevocably:


(a)	authorises FGI to provide the Client’s bankers (including for this purpose any bank with which the Client has or has had an account), accountants and/or auditors with, and to obtain from the Client’s bankers, accountants and/or auditors such information about its business, assets, financial condition or the operation of this Deed as FGI or they may require;


(b)	authorises its bankers, accountants and auditors to provide FGI with such information as it may require;


(c)	authorises FGI to obtain from Customers their consent to the taking of references from their bankers, and


(d)	for that purposes waives its right under existing banking secrecy rules (Bankgeheimnis) to the fullest extent possible.


15	GENERAL WARRANTIES AND REPRESENTATIONS


15.1	Representations and warranties


(a)	each Credit Party is a stock corporation or limited liability company or the equivalent in any relevant jurisdiction duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to own its property and assets and carry on its business as it is now being and will be conducted;


(b)	each Credit Party has the full power to enter into and perform its obligations under the Finance Documents to which it is a party and has taken all necessary action (corporate or otherwise) to authorise the unconditional execution, delivery and performance of its obligations under each such document in accordance with their respective terms;


(c)	the Finance Documents constitutevalid, binding and enforceable contractual obligations of the persons party thereto (other than FGI);

(d)


(e)	prior to the entry into of this Deed, it has disclosed to FGI every fact or matter which it knows, having made due enquiry, would influence FGI in any decision whether or not to enter into a Finance Document, accept any person as a guarantor or indemnifier for its obligations to FGI, as to the terms of a Finance Document or as to the making of any purchases of Receivables;

(f)


(g)	save as disclosed to FGI in writing, no litigation, arbitration or administrative proceeding or claim exists (or is current or pending or, to the best of its knowledge threatened against any Client) which if adversely determined could reasonably be expected to have a Material Adverse Effect;


(h)	save as disclosed to and agreed by FGI in writing none of the assets of a Client are subject to any Security Interest save in favour of FGI or Permitted Security and no agreement is in place which could oblige it to create any Security Interest over its Collateral;


(i)	no Client is in breach or default under any contract affecting its assets or any agreement or arrangement or any statutory or legal requirement;

(j)

(k)

each Client has filed all tax returns and other reports required to be filed and has paid all Tax, rates and rent imposed on it or upon any of its Collateral that are due and payable (other than any Tax that is being contested in good faith and for which appropriate reserves are being held), and in particular, but without limitation to the foregoing, has and will pay or pass on to the relevant fiscal administration at its own expense any applicable VAT for or in respect of purchased Receivables or the

underlying sales transactions giving rise to those purchased Receivables and promptly upon request provide reasonable evidence of such payment in writing to FGI; and


(l)	the payment obligations of each Client under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


15.2	Repetition


16	RECEIVABLE SPECIFIC WARRANTIES


16.1	Representations and warranties


(a)	the Receivable is an existing, legal, valid, binding, undisputed and enforceable payment obligation, in the amount Notified, of the relevant Customer which is capable of being assigned by the relevant Client to FGI pursuant to this Deed and the Receivables do not arise under current account relationships (keine Forderungen aus Kontokorrentverhältnissen);


(b)	immediately prior to the assignment of the Receivable to FGI under this Deed, the relevant Client was the legal and beneficial owner of the Receivable,


(c)	FGI shall obtain a valid, binding and enforceable title to the full amount owing to the Client on the Receivable and all Related Rights included in the sale of the Receivable;

(d)

the Receivable is capable of being segregated and identified as having been sold to FGI pursuant to this Agreement, and such sale will not be re-characterized as any other type of transaction and will be effective to pass to FGI full and unencumbered title thereto and the benefit thereof to FGI and no further act, condition or thing will be required to be done in connection therewith to enable FGI to require payment of any such Receivable or the enforcement (Einklagbarkeit) of any such right in any competent court;


(e)	the Receivable has not previously been Notified to FGI;


(f)	the Receivable has not been sold, assigned, mortgaged, charged or otherwise disposed of or encumbered to any person other than FGI, nor has any agreement been made to do so;


(g)	the Receivable is not an interest-bearing Receivable, nor is it subject to any withholding Tax;


(h)	the Supply Contract giving rise to the Receivable:


(i)	is to the best of the knowledge and belief of the relevant Client valid, binding and enforceable against the Customer;


(ii)	has been made in the ordinary course of the relevant Client's business;


(iii)	contains no restriction or prohibition of assignment of the Receivable or any Related Rights to or by FGI;


(iv)	provides for payment in an Approved Currency; and


(v)	does not conflict with or breach any law applicable to the relevant Client, or the best of the knowledge and belief of the relevant Client, the Customer or the Receivable,


(i)	at the Purchase Date the Customer is not in default of any sums due to the relevant Client and that Client has at the Purchase Date no reason to believe that the Customer will be unable to, or will not for any reason, pay the Receivable in full when it falls due;


(j)	to that Client's knowledge at the Purchase Date, the Customer will pay the full amount of each Receivable within the Permitted Credit Period;


(k)	it has taken all reasonable steps to ascertain the creditworthiness of the Customer prior to the delivery of goods or the rendering of services under the Supply Contract;


(l)	to that Client’s knowledge, the Receivable is neither owed by a Customer which is a Sanctioned Entity nor originates from a Sanctioned Territory.


(m)	no supplier to the Client will retain title to any goods which are the subject matter of the Receivable and there are no arrangements on extended retention of title (keine Eigentumsvorbehalte und keine verlängerten Eigentumsvorbehalte);

(n)

the disclosure of information relating to a Customer made in connection with this Agreement or the assignment of each relevant Receivable or Related Security as contemplated by, and for the purposes envisaged by, this Agreement is not contrary to the applicable data protection laws or any Supply Contracts, and any notifications to be made or approvals to be obtained under such laws have been made or obtained; and


(o)	the Client's company registration number, VAT number and payment terms, together with the correct name and address of the Customer, appear on every Invoice, credit note and on all other relevant documentation (including emails) sent by the Client to the Customer and/or FGI.


16.2	Repetition


17	GENERAL COVENANTS

The following covenants shall be performed and complied with throughout the duration of this Deed:


17.1	Restrictions

No Client shall, without FGI's prior written consent:


(a)	incur any Financial Indebtedness other than as permitted by FGI or to Wells Fargo Bank N.A.; or


(b)	create or permit to subsist any Security Interest or Quasi-Security over any of its Receivables or assets, other than the Permitted Security; or


(c)	be a creditor in respect of any financial indebtedness or otherwise make credit (other than normal trade credit permitted pursuant to the terms of a Supply Contract) available to any person; or


(d)	sell, transfer, lease, lend or otherwise dispose of (whether by a single transaction or a number of transactions and whether related or not) the whole or any part of its interest in any of its assets or business except for the sale at prevailing value of stock in trade in the usual course of trading as conducted by it at the date of this Deed; or


(e)	trade under any business name or assumed name, other than those notified by writing in advance to FGI; or


(f)	declare, pay, or make any dividend or other distribution upon or in respect of any shares or other securities of the Client other than as permitted by this Deed; or


(g)	charge, sell, discount, factor, dispose of or otherwise deal with its Receivables (other than with FGI) without the prior written consent of FGI; or


(h)	acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.


17.2	Information and access

Client hereby grants an irrevocable licence to FGI for FGI (and any of its employees, servants or agents) to enter upon any premises or location owned or under the control or authority of the Clients at any time upon reasonable notice during normal business hours following reasonable prior notice, other than following the occurrence of a Termination Event that is continuing when no such notice will be required, (at the relevant Client's expense) for the purposes of the Finance Documents, for confirming and ensuring the compliance by FGI with the terms of the Finance Documents, and for the purposes of FGI's assessment and monitoring from time to time as it may require of the location, state, nature, and value of any assets at that time, and for inspecting and/or taking copies of Financial Records.


17.3	Notification of default


17.4	Compliance with laws

Each Client shall comply in all respects with all laws to which it may be subject.


17.5	Change in Financial Year

Each Client shall advise FGI if it changes its Financial Year for any reason.


17.6	General insurance


17.7	Credit insurance


(a)	FGI may at any time in its sole discretion require that a Client effect and maintain (or procure that there is effected and maintained on behalf of that Client) credit insurance in respect of all or any of the Receivables. Such credit insurance shall be at the expense of the relevant Client and will have FGI as joint insured and sole first loss payee.


(b)	Any credit insurance effected or maintained in accordance with clause 17.7(a) shall be on such terms and contain such clauses as FGI may reasonably require.


(c)	Payments received in respect of any credit insurance maintained by or on behalf of any Client shall be applied to the relevant Client’s Reserve Account.


17.8	Pensions

Each Client shall:

(a)

ensure that all pension schemes operated by or maintained for its benefit and/or any of its employees are fully funded based on the statutory funding objective and that no action or omission is taken by it in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or the relevant member of the Group ceasing to employ any member of such a pension scheme).


(b)	deliver to FGI at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the relevant member of the Group), actuarial reports in relation to all pension schemes mentioned in clause 17.8(a) above.

(c)

promptly notify FGI of any material change in the rate of contributions to any pension schemes mentioned in clause 17.8(a) above or pension protection schemes paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise) or any investigation or proposed investigation by any authority, entity or person operating or supervising the pension scheme or any relevant pension protection schemes (including Pensionssicherungsvereine) which may lead to the issue of a notice requiring any additional protection funds, contribution funds or similar funds.


(d)	immediately notify FGI if it receives a notice requiring any payments pursuant to the foregoing lit. (c).


17.9	Sanctioned Entity and Sanctioned Territory

Each Client shall not trade or otherwise conduct business directly or indirectly with a Sanctioned Entity or Sanctioned Territory.


18	INCREASED COSTS


19	TERMINATION EVENTS


19.1	Termination Events

Each of the events set out below is a Termination Event:


(a)	any Client is in breach of any of the provisions of clause 11.2 (Payments);

(b)

(c)

any representation, warranty, covenant or undertaking made or deemed to be repeated by a Credit Party in any Finance Document or in any document delivered pursuant to any such document, other than any representation contained in clause 16 (Receivable specific warranties), is not complied with in any respect which FGI considers material or is or proves to have been incorrect or misleading when made or deemed to be repeated;


(d)	any Client fails duly to perform or comply with any obligation expressed to be assumed by it in clauses14.1 (Provision of information) or 17.1(b), (d), or (g) (Restrictions);

(e)


(f)	any Financial Indebtedness in excess of £10,000 (or any equivalent in EUR) is not paid when due or is declared to be or otherwise becomes due and payable prior to their specified maturity or any creditor of a Client becomes entitled to declare any such Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (howsoever described);


(g)	any Credit Party becomes Insolvent or subject to Insolvency Proceedings or anything analogous to or having a substantially similar effect shall occur under the laws of any relevant jurisdiction;


(h)	any Security Interest or Quasi-Security on or over the assets of any Client becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that Security Interest or Quasi-Security;


(i)	all or any material part of the shares or Collateral of any Client or any Security Obligor is seized, compulsorily acquired, nationalised or otherwise other expropriated or custody or control of the same being vested in it by any public authority or any court of competent jurisdiction at the instance of any public authority;


(j)	any guarantee of any amounts due and payable under any of the Finance Documents shall be terminated, revoked or declared void or invalid;


(k)	one or more final judgments for the payment of money aggregating in excess of £10,000 (or any equivalent in EUR) (whether or not covered by insurance) shall be rendered against a Client and that Client fails to discharge the same within 5 Business Days from the date of entry thereof or to appeal therefrom;

(l)


(m)	any Client ceases carrying on the business or the nature of the business carried on as at the date of this Deed;


(n)	it is or will become unlawful for any Client or any other Security Obligor to perform or comply with any of its obligations under any Finance Document or any such obligation is not or ceases to be legal, valid and binding;


(o)	any Credit Party repudiates or does or causes to be done anything evidencing an intention to repudiate any Finance Document to which it is a party;


(p)	the Finance Documents do not come into, or cease to be in, full force and effect or are not for any reason valid and binding upon and enforceable in all respects against any Credit Party;


(q)	there occurs a Material Adverse Effect;


(r)	there occurs a Change of Control without the prior approval of FGI; or


(s)	the relevant authority or entity issues any notice referred to in Clause 17.8(d) above to a Client which is reasonably expected to have a Material Adverse Effect; or


(t)	any person (other than FGI) who holds a Security Interest over any Collateral, having waived or released its rights to any Receivable, withdraws or attempts to withdraw such waiver of release or otherwise asserts any interest adverse to FGI in any of Receivables vested in FGI.


19.2	Repeated breaches


19.3	Consequences of Termination

Upon the occurrence of any Termination Event, FGI shall have the right (but not the obligation) to take such action as it sees fit, including, but not limited to the termination of this Deed, increase of Discount, reduction of the Payment Percentage, withdrawal of Limits, designation of Receivables as Ineligible Receivables enforcement of any Security Interests and making of a demand for the payment of any outstanding amounts owing to it.

19.4 No effect


20	POWER OF ATTORNEY


20.1	Appointment

(a)

Each Client hereby irrevocably authorises (bevollmächtigt) FGI (and waives to the fullest extent possible the restrictions contained in Section 181 of the German Civil Code with the power to subdelegate such authority and exemption from Section 181), by way of security, to be its attorney and act in its name for the purpose of executing such deeds or documents and completing and endorsing such instruments and instituting or defending such proceedings and performing such other acts as FGI may consider requisite in order to perfect FGI's title to any Receivable or Related Rights and to secure performance of any of the obligations of the Client under the Receivables Purchase Facility or under any Supply Contract or obtain payment of any Receivable.


(b)	Each Client agrees that each of FGI's directors, officers or duly authorised personnel from time to time may exercise the powers given to FGI in this clause 20.1 (Appointment).


20.2	Substitute attorney

FGI may appoint and remove at will any substitute attorney or agent in respect of any of the matters referred to in clause 20.1 (Appointment) above.


20.3	Ratification

Each Client agrees to ratify and confirm whatever FGI, its directors, company secretary or officers, substitutes and agents shall lawfully do pursuant to the above power of attorney.


21	VAT AND TAX

Each Client will:


21.1	indemnify FGI on demand for the amount of any VAT that may be payable upon any fees or expenses payable under this Deed; and


21.2	comply with any directions given to it by FGI in relation to obtaining on FGI's behalf any relief or refund of VAT included in any Receivable purchased by FGI under this Deed, to the extent that such relief or refund is available in the event of the Insolvency of the relevant Customer.


21.3	Upon request the Clients shall supply to FGI a confirmation from the auditors of the Clients or, upon request of FGI, another auditors' firm acceptable to FGI, which states that any applicable or payable VAT in respect of purchased Receivables or underlying sales transactions has been duly paid by the Clients to the competent tax authorities.

21.4

The Clients shall bear and pay any Taxes (including, without limitation, VAT), duties, levies, costs and fees arising in Germany, the United Kingdom and any other country in connection with the entry into and performance of or under this Agreement, the purchase of Receivables hereunder, by or on behalf of FGI, including any additional Taxes arising in respect thereof (excluding possible corporate income tax of FGI on its net income arising according to US law).

21.5

The Clients, upon FGI's demand, shall indemnify FGI immediately, on an after-Tax basis, for all damages, losses, claims by third parties and/or expenses arising from the non-payment or delayed payment by the Clients of any amount and make corresponding payments upon demand of FGI, unless they are penalities, default interest or extra charges arising due to the fraud, wilful misconduct or gross negligence of FGI or one of its agents. FGI shall provide to the Clients, upon making a request for indemnification, reasonable evidence of the aforementioned damages, losses, claims by third parties and/or expenses.


21.6	All payments from the Clients to FGI under this Agreement shall be made free and clear of any Tax deduction. To the extent that any VAT applies, such VAT shall be paid by the Clients.

In the event that the Clients are required to make a payment subject to a Tax deduction, the sum payable by the Clients in respect of which such Tax deduction is required to be made shall be increased to the extent necessary to ensure that, after the making of such Tax deduction, FGI receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received had no such Tax deduction been made or required to be made. FGI will co-operate in

completing any procedural formalities necessary for the Clients to obtain authorisation to make that payment without a Tax Deduction. If the Clients pay to FGI an increased sum in accordance with this paragraph and if FGI determines in its sole discretion that it has received a refund or repayment of such tax or has been granted a benefit from a credit against such tax attributable to the increased payment and obtained and utilised it, then, after finally settling its tax affairs for the respective year FGI shall repay such benefit to the Clients in such amount if it can do so without prejudice to the retention of such refund, repayment or benefit, it being understood that nothing in this paragraph shall oblige FGI to handle its tax affairs in any specific way or to disclose and tax or other information to the Clients.


22	INDEMNITY


22.1	Each Client hereby agrees to indemnify FGI on demand on a full indemnity basis (whether or not FGI has made a payment of a Purchase Price) against Loss sustained, suffered or incurred by FGI in relation to any breach of any representation, warranty, covenant or undertaking made or given to FGI in this Deed.


22.2	FGI shall be entitled to debit to the Reserve Account: all bank charges and costs and expenses incurred by FGI in relation to any account to which it directs that any payments by Customers shall be credited.


23	ACCOUNTS


24	CERTIFICATION


25	MISCELLANEOUS


25.1	Except as otherwise expressly provided in this Deed, US Dollars is the currency of account and payment for any sum due from each Credit Party to FGI in respect of the Receivables Purchase Facility.

25.2

25.3

25.4


25.5	If a change in any currency of a country occurs, this Deed will, to the extent FGI (acting reasonably and after consultation with the Original Clients) specifies to be necessary, be amended to reflect the change in currency.


25.6	Except as otherwise expressly provided for in this Deed, no variation of this Deed shall be valid unless it is in writing and signed on behalf of each Client, by a director or the company secretary and in the case of FGI, by an authorised signatory, and for the avoidance of doubt may not be effected by electronic communication.


25.7	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

25.8

25.9

Without prejudice to Clause 25.6 any provision of a Finance Document may be amended only if FGI so agree in writing and any breach of a Finance Document may be waived before or after it occurs only if FGI so agrees in writing. A waiver given or consent granted by FGI under a Finance Document will be effective only if given in writing and then only in the instance and for the purpose for which it is given.


25.10	FGI shall be entitled to rely upon any act done or document signed or any electronic mail or facsimile or oral communication sent by any person purporting to act, sign, send or make on behalf of any Credit Party despite any defect in or absence of authority vested in such person.


26	SET-OFF


26.1	Unfettered rights


(a)	In addition to any right of set-off or other similar right to which FGI may be entitled in law:


(i)	FGI may at any time and after notice to the Clients combine and consolidate all or any of the Accounts between the Clients and FGI; and


(ii)	FGI may after notice to the Clients (but shall not be obliged to) set off any obligation (contingent or otherwise under the Finance Documents or which has been assigned to FGI) against any obligation (whether or not matured) owed by FGI to any Client, regardless of the place of payment, booking branch or currency of either obligation.


(b)	If the obligations are in different currencies, FGI may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


(c)	If either obligation is unliquidated or unascertained, FGI may set off in an amount estimated by it in good faith to be the amount of that obligation.


26.2	Client payments


26.3	Deduction or withholding


27	CONFIDENTIALITY


28	CONFIDENTIAL INFORMATION


28.1	FGI agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 28.2 below, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.


28.2	FGI may disclose:

(a)


(b)	to any person:


(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents, to any of that person's Associates, representatives and professional advisers;


(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Credit Parties and to any of that person's Associates, representatives and professional advisers;


(iii)	appointed by FGI or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;


(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;


(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;


(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; or


(c)	with the consent of either of the Original Clients,

in each case, such Confidential Information as FGI shall consider appropriate if:


(d)	in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;


(e)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and


(f)	in relation to paragraphs (b)(v) and (b)(vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of FGI, it is not practicable so to do in the circumstances.


29	NOTICES


29.1	Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, electronic means or letter.


29.2	Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is that identified with its name below or in any German Security Document or any substitute address, fax number or department or officer as one Party may notify to the other Party by not less than five Business Days' notice.


29.3	Delivery


(a)	Subject to clause 29.3(b) below, any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:


(i)	if by way of fax or electronic means, when received in legible form; or


(ii)	if by way of letter, when it has been left at the relevant address or five Business Days following the day on which it was despatched by first class mail postage prepaid,

and, if a particular department or officer is specified with the execution of any Party below, if addressed to that department or officer.


(b)	Any communication or document to be made or delivered to FGI will be effective only when actually received by FGI and then only if it is expressly marked for the attention of the department or officer identified with the execution of FGI below (or any substitute department or officer as FGI shall specify for this purpose).


29.4	English language

Any notice given under or in connection with any Finance Document must be in English.


30	COUNTERPARTS


31	ASSIGNMENT AND AGENCY


31.1	None of the Clients or the other Security Obligors shall be entitled to assign, novate, charge or declare a trust over any of its rights or delegate any of its obligations under any of the Finance Documents without the prior written consent of FGI.


31.2	FGI may assign or transfer all or any part of its rights under the Finance Documents. Each Client shall, immediately upon being requested to do so by FGI, enter into (and shall procure that each other Security Obligor enters into) such documents as may be necessary or desirable to effect such assignment or transfer.


31.3	FGI may at its sole discretion and at the expense of the Clients, appoint an agent in respect of any aspect of this Deed and any other Finance Document.


32	ADDITIONAL PARTIES


32.1	Additional Clients

Each Client may request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes a Client. That Subsidiary shall become a Client if:


(a)	FGI approves the addition of that Subsidiary as an Additional Client;


(b)	the relevant Client and the proposed Additional Client deliver to FGI a duly completed and executed Accession Deed;


(c)	the proposed Additional Client is already (or becomes) a Security Obligor at the time it becomes a Client;


(d)	the relevant Client confirms that no Termination Event is continuing or would occur as a result of that Subsidiary becoming an Additional Client; and


(e)	FGI has received all of the documents and other evidence listed in part B of Schedule 1(Conditions precedent)I in relation to that Additional Client, each in form and substance satisfactory to FGI.


32.2	Additional Security Obligors


(a)	Without prejudice to its obligation under clause 32.2(b) below, a Client may request that any of its wholly owned Subsidiaries become a Security Obligor.


(b)	The relevant Client shall procure that any other member of the Group which is not or ceases to be a Dormant Subsidiary shall, as soon as possible after its acquisition or incorporation or, as the case may be, ceasing to be a Dormant Subsidiary, become a Security Obligor and grant such Security Interests as FGI may require.


(c)	A member of the Group shall become a Security Obligor if:


(i)	a Client and the proposed Additional Security Obligor deliver to FGI a duly completed and executed Accession Deed; and


(ii)	FGI has received all of the documents and other evidence listed in part B of Schedule 1(Conditions precedent) in relation to that Additional Security Obligor, each in form and substance satisfactory to FGI.


33	GOVERNING LAW

This Deed and all non-contractual obligations arising out of or in connection with this Deed shall be governed by English law. However, those provisions which relate to the creation of in rem rights (dingliche Verfügungen) and authorisations and powers (Vollmachten und Ermächtigungen) granted by the Clients, shall be governed by and construed in accordance with German law.


34	JURISDICTION OF ENGLISH COURTS


34.1	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Receivables Purchase Agreement (including a dispute regarding the existence, validity or termination of this Receivables Purchase Agreement or any non-contractual obligation arising out of or in connection with this Receivables Purchase Agreement) (a "Dispute").


34.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.


34.3	This clause 34 is for the benefit of FGI only. As a result, FGI shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, FGI may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof the parties hereto have executed this document as a deed on the date first above mentioned and in the manner hereinafter appearing.

SCHEDULE 1

CONDITIONS PRECEDENT

Part A – Conditions Precedent to the Commencement Date


1	CORPORATE


1.1	Copies of the constitutional documents and certificate of incorporation of the Original Clients and each other Security Obligor as at the Commencement Date.


1.2	Up to date (not older than 14 days) electronic extract from the commercial register (Handelsregisterauszug) relating to each Client.


1.3	Specimen signatures of the persons authorised to execute Finance Documents and all documents ancillary thereto, including Notifications.

1.4

A copy of a resolution signed and adopted by (in case of being incorporated as a GmbH) all the holders of the issued shares or (in case of being incorporated as an AG) by the supervisory board (Aufsichtsrat) and the managing directors (Vorstand) of the Original Clients and each other Initial Security Obligor, approving the terms of, and the transactions contemplated by the Finance Documents to which it is a party and granting all required exemptions from Section 181 of the German Civil Code.


1.5	A certificate of the Original Clients (for itself and on behalf of each other Initial Security Obligor signed by a director (Vorstand/Geschäftsführer)) confirming that borrowing or guaranteeing or securing, as appropriate, the total amount of the Facilities would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.


1.6	A certificate of an authorised signatory of the Original Clients (for itself and on behalf of each other Initial Security Obligor signed by a director (Vorstand/Geschäftsführer)), certifying that each copy document listed in this part A of Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Commencement Date.


2	FINANCE DOCUMENTS


2.1	Original of this Receivables Purchase Agreement and any Facility Conditions that are to take effect on the Commencement Date, in each case executed by all parties to it.


2.2	Original deed of priority (USA/Netherlands) between FGI, Wells Fargo Bank, N.A., Ciber Inc, Ciber Consulting Incorporated, Ciber International LLC, Ciber International B.V. and Ciber Netherlands B.V executed by all parties to it (other than FGI).


2.3	Original of Global Security Assignment Agreement entered into by the Clients and FGI pursuant to which the Clients assign as security to FGI all of their receivables (other than the Receivables sold hereunder and other than the Receivables repurchased by the Clients from FGI hereunder) (the “Global Security Assignment Agreement”).


2.4	Within 30 days after execution of the UK Receivables Purchase Agreement: Original Share Pledge Agreement entered into between FGI and CIBER Holding GmbH relating to the Shares of CIBER Holding GmbH in CIBER AG (the “Share Pledge Agreement AG”).


2.5	Within 90 days after execution of the UK Receivables Purchase Agreement: Original Share Pledge Agreement entered into between FGI and CIBER AG relating to the Shares in CIBER Managed Services GmbH (the “Share Pledge Agreement GmbH”).


2.6	Cross guarantee of the obligations under this Agreement and each Covered Affiliate Agreement executed by each Client and FGI (the “Cross Corporate Guarantee Agreement”).


2.7	Original Account Pledge Agreement entered into between the Clients and FGI pursuant to which the Clients create first ranking account pledges in favour of FGI over the Trust Accounts (the “Account Pledge Agreement”).


2.8	Guarantee of the obligations under this Agreement and each Covered Affiliate Agreement executed by Ciber, Inc.


2.9	All Documents to be provided pursuant to the other Covered Affiliate Agreements.


3.1	A copy of the release agreement relating to all encumbrances, other than for Permitted Security, which affect any of the undertaking and/or assets of the Original Clients.


4	THIRD PARTY FINANCIERS


4.1	Deed of release of those Security Interests held by Wells Fargo Bank, N.A. over the Receivables and Trust Accounts.


5	FINANCIAL


5.1	Up to date Management Accounts of the Original Clients to 31 August 2016.


5.2	Latest projections for the 12 months ending 31 December 2016 reflecting the effect and operation of the Receivables Purchase Facility.


5.3	Audited annual accounts for the Original Clients for the year ending 31 December 2015.


6	RECEIVABLES (ORIGINAL CLIENTS ONLY)

In relation only to the Original Clients:


6.1	An up-to-date audit of the Original Clients’ Receivables.


6.2	Electronic aged Receivables analysis and aged creditor analysis correct as at the Commencement Date.


6.3	Due diligence in relation to any Supply Contract specified by FGI, to be conducted by FGI.


6.4	A waiver from each Customer specified by FGI, waiving any ban on assignment or similar in any Supply Contract between the Original Clients and that Customer.


7	OTHER


7.1	Satisfactory completion of all FGI’s "know your customer" checks.


7.2	A legal opinion of the legal advisers to the Original Clients in respect of the capacity of and due execution of the Finance Document on behalf of the Original Clients.


7.3	A copy of the letter of support from Ciber International B. V. to the Original Clients.


7.4	Clear winding-up and administration searches of the Original Clients.


7.5	Funding Checklist.


7.6	Schedule of Receivables.


7.7	Purchases & Advances Certificate.


7.8	Payment instructions


7.9	Any other document, assurance or opinion that FGI may reasonably require, and which it has specified to the Original Clients prior to the Commencement Date.

Part B – Conditions Precedent required to be delivered by an Additional Obligor


1	CORPORATE


1.1	Certified copies of the constitutional documents and certificate of incorporation of the Additional Obligor.


1.2	Up to date (not older than 14 days) extract from the commercial register (Handelsregisterauszug) relating to Additional Obligor.


1.3	Specimen signatures of the persons authorised to execute the Accession Deed and other Finance Documents to which it is a party and all documents ancillary thereto, including Notifications.

1.4


1.5	If applicable, a copy of a resolution of the holders of the issued shares of the Additional Obligor, amending its articles of association to remove the right of its directors to refuse to register a transfer of shares.


1.6	A certificate of the Additional Obligor (signed by a director (Vorstand/Geschäftsführer)) confirming that borrowing or guaranteeing or securing, as appropriate, the total amount of the Facilities would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.


1.7	A certificate of an authorised signatory of the Additional Obligor (signed by a director (Vorstand/Geschäftsführer)) certifying that each copy document listed in this part B of Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.


2	FINANCE DOCUMENTS


2.1	A duly completed Accession Deed executed by a Client, the Additional Obligor and FGI.


2.2	In the case of an Additional Obligor incorporated in Germany, security documents substantially with the same substance and form to those in Part A, Section 2.3 to 2.7 of this Schedule 1.


2.3	Any other Security Document(s) which are required by FGI to be executed by the proposed Additional Obligor.


2.4	Any notices or documents required to be given or executed under the terms of the Security Documents referred to in paragraphs 2.2 and 2.3 above.


2.5	A release of all encumbrances, other than for Permitted Security, that are listed on the mortgage registers of or otherwise affect any of the undertaking and/or assets of the Additional Obligor.


3	FINANCIAL


3.1	Up to date Management Accounts to the month prior to the proposed accession of the Additional Obligor


3.2	Latest projections for the 12 months ending 12 months following the proposed accession of the Additional Obligor reflecting the effect and operation of the Receivables Purchase Facility.


3.3	Audited annual accounts for the year ending immediately prior to the proposed accession of the Additional Obligor.


4	RECEIVABLES (ADDITIONAL CLIENTS ONLY)

In relation only to an Additional Client:


4.1	An up-to-date audit of the Additional Client’s Receivables.


4.2	Electronic aged Receivables analysis and aged creditor analysis correct as at the Commencement Date.


4.3	Due diligence in relation to any Supply Contract specified by FGI, to be conducted by FGI.


4.4	A waiver from each Customer specified by FGI, waiving any ban on assignment or similar in any Supply Contract between the Additional Client and that Customer.


5	OTHER


5.1	Satisfactory completion of all FGI’s "know your customer" checks.

5.2

If the Additional Obligor is incorporated in a jurisdiction other than Germany or England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to FGI in the jurisdiction of its incorporation or, as the case may be, the jurisdiction of the governing law of that Finance Document (the "Applicable Jurisdiction") as to the law of the Applicable Jurisdiction.


5.3	If the proposed Additional Obligor is incorporated in a jurisdiction other than Germany or England and Wales, evidence that a process service agent has been appointed and has accepted its appointment to act on behalf of the proposed Additional Obligor for the service of process in Germany or England and Wales in relation to proceedings in the English courts.


5.4	Clear winding-up and administration searches (or, if the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, analogous searches or enquiries) in respect of the Additional Client.


5.5	Any other document, assurance or opinion that FGI may reasonably require, and which it has specified to the Additional Client prior to the Commencement Date.

SCHEDULE 2

Data Protection


1	If a Credit Party contacts FGI electronically, FGI may collect the Credit Party’s electronic identifier (e.g. Internet Protocol (IP) address or telephone number).


2	A Credit Party's information includes information about the Finance Documents and FGI may use the Credit Party’s information to assess financial and insurance risks, recover debt, prevent and detect crime, understand requirements of Customers; and develop and test products and services.


3	FGI will not disclose information about the Credit Party to anyone outside FGI except where FGI has the Credit Party’s permission, where FGI is required or permitted by law, to other companies who provide a service to FGI or to the Credit Party or where FGI may transfer rights and obligations under the Finance Documents.


4	FGI may transfer information about the Credit Party to other countries but if it does so it shall ensure that anyone to whom FGI passes the information provides an adequate level of protection.


5	From time to time FGI may change the way FGI uses information about the Credit Party. Where FGI believes the Credit Party may not reasonably expect such a change, FGI shall write to the Credit Party. If the Credit Party does not object to the change within 60 days, the Credit Party consents to that change.


6	For a copy of the information held by FGI about the Credit Party, the Credit Party may write to the data controller at FGI.


7	FGI may make periodic searches of and provide information to credit reference agencies to manage and take decisions about the Credit Party’s Facility.


8	FGI may wish to keep the Credit Party informed by letter, phone and electronic means (including email and mobile messaging) about products, services and additional benefits that FGI believe may be of interest to the Credit Party. If the Credit Party does not want FGI to do so the Credit Party should notify FGI.

SCHEDULE 3

Form of Accession Deed

To: Faunus Group International, Inc

From: [Subsidiary] and [ Client ]

Dated: [● ]

Dear Sirs

[US$12,000,000] receivables purchase agreement dated [ ] 2016 (the “Agreement”)


1.	We refer to the Agreement. This deed (the "Accession Deed") shall take effect as an Accession Deed for the purposes of the Agreement. Terms defined in the Agreement have the same meaning in paragraphs 1-[3]/[4] of this Accession Deed unless given a different meaning in this Accession Deed.


3.	[The Client confirms that no Termination Event is continuing or would occur as a result of [Subsidiary] becoming an Additional Client]/[Security Obligor].


4.	[Subsidiary's] administrative details for the purposes of the Agreement are as follows:

Address:

Fax No.:

Attention:


5.	[Subsidiary] (for the purposes of this paragraph [4]/[5], the "Acceding Party") intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:

[Insert details (date, parties and description) of relevant documents]

the "Relevant Documents".


6.	This Accession Deed [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

[Subsidiary]

[EXECUTED AS A DEED ]

By: [Subsidiary] )

_____________________________________ Director

_____________________________________ Director/Secretary

[EXECUTED AS A DEED

By: [Subsidiary]

Signature of Director

in the presence of Name of Director

Signature of witness

Name of witness

Address of witness

Occupation of witness]

[Client]

[ ]

By:

Faunus Group International, Inc

By:

Date:

Schedule 5

Form of Offer

Schedule of Receivables Offered for purchase

Reference: Receivables Purchase Agreement dated ___ [ ]2016

Proposed Purchase Date:

Client's Name: [Insert Name of Assignor as appropriate, i.e. either CIBER AG or CIBER Managed Services GmbH ] Schedule Number ________________

Page ____ of _____ Date ________ 20_



Invoice Date	Invoice Number	Name of Account Debtor	Customer Number/Customer ID	Invoice Amount and Currency and Due Date of Invoice

The undersigned [Insert Name of Assignor as appropriate, i.e. either CIBER AG or CIBER Managed Services GmbH] has sold, transferred and assigned and hereby confirms that it sells, transfers and assigns to Faunus Group International, Inc. (hereinafter called the “FGI”), its successors and assigns, in accordance with the provision of the Receivables Purchase Agreement dated [ ] 2016 and made by and between FGI, CIBER AG and CIBER Managed Service GmbH (as amended, modified, replaced or restated from time to time, the "Agreement”), each Receivable, listed hereon (including Annex A hereto which sets out the addresses of the Customers identified by their respective Customer ID or Customer Number), and all Related Rights relating to such Receivables.

The undersigned confirms that each of the representations and warranties given by it in clause 16 of the Agreement is true and correct on the date of this letter of offer by reference to the circumstances existing on such date. In the event of any breach of any such representation or warranty, FGI, its successors and assigns, shall have such rights, inter alia, as are provided in the Agreement.

The undersigned in its business capacity warrants and represents that, with respect to each Receivable, since the last sale of Receivables by the undersigned to FGI, no merchandise has been returned or rejected, no defense, dispute, claim, offset or counterclaim has developed or has been asserted with respect to any Receivable heretofore sold, transferred and assigned by the undersigned to FGI, which has not been or is not contemporaneously being reported in writing by the undersigned to FGI.

IN WITNESS WHEREOF, the undersigned has hereunto set its hand and seal this ____ day of _____________, 20___.

[Insert Name of Assignor as appropriate, i.e. either CIBER AG or CIBER Managed Services GmbH]

By:____________________________

Print Name______________________

Title:___________________

Annex A to Schedule 5

Locations of Customers identified by Customer Number or Customer ID

[ ]

SCHEDULE 4

Over Advances - Terms and Conditions

1. THE FACILITY

(a) Over Advances

(b) Facility Limit

FGI shall not be obliged to make any Advance to the Original Clients pursuant to this schedule 4 (Over Advances-terms and conditions) if that Advance:


(a)	would cause the Facility Limit to be exceeded;


(b)	would, if made, cause the Account Balances to exceed the Facility Limit; and/or


(c)	is not denominated in an Approved Currency.

2. INTEREST AND FEES

2.1 Interest

2.2 Other


(a)	Other sums payable by the Client pursuant to the Over Advance Facility may be debited by FGI to the Reserve Account.

(b) FGI will add VAT to its fees if applicable.

3 REPAYMENT

4 DEFAULT INTEREST


4.1	If the Original Clients fails to pay any amount due in relation to the Over Advance Facility on its due date, the Original Clients will be liable to pay Discount on such amount from the date of such default until the date of actual payment (as well as after as before judgement or demand) at a rate that is 3 per cent above the rate of

Discount. Such Discount will be payable on demand and, to the extent not actually paid, will be compounded monthly in arrears and debited to the Over Advance Payment Account or the Funds in Use as described in paragraph 2.1(b) (Interest).


4.2	FGI and the Original Clients agree that the rate set out in paragraph 4.1 above represents a genuine pre-estimate of FGI’s additional administrative and funding costs in the event of the Original Clients’s failure to pay any sum due to FGI and is not a penalty.


5	INDEMNITY

As a separate and independent obligation from any other indemnities contained in the Agreement, the Original Clients agrees to indemnify to FGI on demand from time to time and on a full indemnity basis, all funding, breakage costs and/or costs in relation to arrangements made or incurred by FGI in connection with the funding and maintenance of the Over Advance Payment Account Balance.


6.	REPEATING REPRESENTATIONS

Schedule 5

Form of Offer

Schedule of Receivables Offered for purchase

Reference: Receivables Purchase Agreement dated ___ [ ]2016

Proposed Purchase Date:

Client's Name: [Insert Name of Assignor as appropriate, i.e. either CIBER AG or CIBER Managed Services GmbH ] Schedule Number ________________

Page ____ of _____ Date ________ 20_



Invoice Date	Invoice Number	Name of Account Debtor	Customer Number/Customer ID	Invoice Amount and Currency and Due Date of Invoice

IN WITNESS WHEREOF, the undersigned has hereunto set its hand and seal this ____ day of _____________, 20___.

[Insert Name of Assignor as appropriate, i.e. either CIBER AG or CIBER Managed Services GmbH]

By:____________________________

Print Name______________________

Title:___________________

Annex A to Schedule 5

Locations of Customers identified by Customer Number or Customer ID

[ ]

SIGNATURES

FGI



EXECUTED as a deed, but not delivered until the first date specified on page 1, by FAUNUS GROUP INTERNATIONAL, INC. acting by:	/s/ David DiPiero ………………………………… /s/ Sami Altaher …………………………………


Address:	80 Broad Street, 22nd Floor, New York, NY 10004, USA

Fax number: ++ 212.248.3404

Attention: Chris Fulman

Email: cfulman@fgiww.com

ORIGINAL CLIENT



EXECUTED as a deed, and delivered when dated, by CIBER AG acting by:
In the presence of Witness	/s/ Stephan Reiss ………………………………… Director
Signature:	/s/ Stefan Reuter
Name:	Stefan Reuter
Occupation:	Finance Manager
Address:	1m Mediapark 8 Cologne, Germany 50670

ORIGINAL CLIENT



EXECUTED as a deed, and delivered when dated, by CIBER Managed Services GmbH acting by:
In the presence of Witness	/s/ Stephan Reiss ………………………………… Director
Signature:	/s/ Stefan Reuter
Name:	Stefan Reuter
Occupation:	Finance Manager
Address:	1m Mediapark 8 Cologne, Germany 50670

EX-10.6 7 exhibit106amendmentno7.htm EXHIBIT 10.6 Exhibit

Exhibit 10.6

WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT

THIS WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT (this "Amendment") is entered into as of October 27, 2016, by and among the financial institutions party hereto (together with their respective successors and assigns, the "Lenders"), Wells Fargo Bank, N.A., as a Lender and administrative agent for the Lenders (in such capacity, "Agent"), CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of itself and each other Borrower (as defined in the Credit Agreement, defined below) other than CIBER AG, an Aktiengesellschaft organized under the laws of Germany ("CIBER AG"), CIBER International B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands ("CIBER International") and CIBER Nederland B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands ("CIBER Nederland"; together with CIBER International, "Dutch Borrowers"), CIBER International Holdings, C.V., a commanditaire vennootschap organized under the laws of the Netherlands ("CIBER CV"), and CIBER AG.

WHEREAS, Borrower Representative, CIBER AG, CIBER UK Ltd., a limited company incorporated in England and Wales with company number 02623681 ("UK Borrower"), Dutch Borrowers, CIBER Holding GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("CIBER Holdings Germany"), topcontracts GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("topcontracts Germany"), CIBER AG and CIBER Managed Services GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("CIBER Managed Services" and collectively with CIBER Holdings Germany, topcontracts Germany and CIBER AG, each a "German Borrower" and collectively, the "German Borrowers"; UK Borrower, Dutch Borrowers and German Borrowers are referred to hereinafter each individually as a "European Borrower" and collectively as the "European Borrowers"; Borrower Representative and European Borrowers are referred to hereinafter each individually as a "Borrower" and collectively as "Borrowers"), Agent and Lenders are parties to that certain Credit Agreement dated as of May 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; unless otherwise defined, capitalized terms used herein shall have the same meanings ascribed to such terms in the Credit Agreement);

WHEREAS, Events of Default exist under the Credit Agreement as set forth on Exhibit A hereto (the "Existing Events of Default"); and

WHEREAS, Borrowers have requested that Agent and Lenders waive the Existing Events of Default, and amend the Credit Agreement as more fully described herein, and Agent and Lenders have agreed to the foregoing, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Waiver. Subject to the satisfaction of the conditions set forth in Section 6 below, in reliance upon the representations and warranties of Borrowers set forth in Section 7 below, Agent and Required Lenders hereby waive the Existing Events of Default. The foregoing waiver shall not constitute (a) a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, (b) a waiver of, or consent to, any other breach of, or any other current or future Events of Default under, the Credit Agreement or any other Loan Document

(including the Existing Events of Default, as defined below), or (c) a waiver, release or limitation upon the exercise by Agent or any Lender of any of its rights, legal or equitable, under the Credit Agreement, the other Loan Documents and applicable law, all of which are hereby reserved.

Notwithstanding the waiver set forth in this Section 1, (a) on and after the date hereof, the following provisions of the Credit Agreement shall be interpreted as if the Existing Events of Default remained in existence: Sections 5.6 (the penultimate sentence thereof), 5.7, 6.6(a)(i), 13.1(a)(i)(A), 13.1(a)(i)(E), 15.9, 16A.4, the definition of "Eligible Transferee", clause (r) of the definition of "Permitted Dispositions", clause (m) of the definition of "Permitted Indebtedness" and clause (q) of the definition of "Permitted Investments" of the Credit Agreement and (b) Borrowers agree that Agent shall have the right to retain attorneys, accountants, consultants, advisors or other agents related to the Borrowers, Credit Agreement and the other Loan Documents and all fees and expenses with respect thereto shall be Lender Group Expenses.

2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 6 below, in reliance upon the representations and warranties of Borrowers set forth in Section 7 below, Credit Agreement is hereby amended as follows:

(a) Section 2.1(d) of the Credit Agreement is hereby amended to delete the final sentence thereof.

(b) Section 2.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:

2.14. [Reserved].

(c) Section 2.11A(b)(i) of the Credit Agreement is hereby amended by deleting the reference to "$6,700,000" therein and inserting "$4,000,000" in lieu thereof.

(d) Section 2.11B(b)(i) of the Credit Agreement is hereby amended by deleting the reference to "$3,300,000" therein and inserting "$0.00" in lieu thereof.

(e) Section 2.11C(b)(i) of the Credit Agreement is hereby amended by deleting the reference to "$1,666,666" therein and inserting "$0.00" in lieu thereof:

(f) Section 2.12(a) of the Credit Agreement is hereby amended by deleting the final two sentences thereof and inserting the following in lieu thereof: "Notwithstanding any other provision in this Agreement or any other Loan Document to the contrary, at all times on and after the Seventh Amendment Effective Date, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate."

(g) Section 2.16 of the Credit Agreement is hereby amended by (i) amending and restating the title thereof to read "Joint and Several Liability of Borrowers", (ii) deleting each reference therein to "European Borrowers" and inserting "Borrowers" in each case in lieu thereof, (iii) deleting each reference therein to "European Borrower" and inserting "Borrower" in each case in lieu thereof, (iv) deleting each reference therein to "European Obligations" and inserting "Obligations" in each case in lieu thereof, (v) amending and restating clause (g) thereof to read as follows:

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(g) The provisions of this Section 2.16 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy.

and (vi) amending and restating clause (h) thereof to read as follows:

(h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

(h) Section 6.7(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(a) [reserved],

(i) Section 6.7(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(e) [reserved],

(j) Section 6.7(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(f) [reserved],

(k) Section 6.7(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(g) [reserved],

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(l) Section 6.7(h) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(h) [reserved],

(m) Section 6.7(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(i) [reserved],

(n) Section 7(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(b) Fixed Charge Coverage Ratio. have a Fixed Charge Coverage Ratio, measured for the below referenced periods ending on the last day of each fiscal month beginning on January 31, 2017 of at least 1.05 to 1.00:

Period

January 1, 2017 through January 31, 2017

January 1, 2017 through February 28, 2017

January 1, 2017 through March 31, 2017

January 1, 2017 through April 30, 2017

(o) Section 8.6 of the Credit Agreement is hereby amended as follows: (i) deleting the reference to "(c)" therein and inserting "(d)" in lieu thereof and (ii) inserting an new clause (c) therein immediately after clause (b) thereof to read as follows: "(c) the FGI Financing Documents".

(p) Section 8 of the Credit Agreement is hereby amended by inserting new Sections 8.17, 8.18 and 8.19 to read as follows:

8.17 13 Week Forecast. (a) aggregate expenditures, measured on a cumulative basis, exceed 105% of the forecasted cash flow set forth in the applicable 13 Week Forecast, as of the end of any calendar week (measured on a cumulative basis and starting with the 4-week period ending October 22, 2016); (b) aggregate receipts, measured on a cumulative basis, are less than 90% of the forecasted cash flow set forth the applicable 13 Week Forecast as of the end of any calendar week (measured on a cumulative basis and starting with the 4-week period ending October 22, 2016); or (c) US Revolving Loan Exposure on the final Business Day of any calendar week exceeds 105% of the forecasted figure in the applicable 13 Week Forecast.

8.18 Milestones. (a) at all times from the Seventh Amendment Effective Date through the date of the Financial Transaction, Borrowers fail to retain an Strategic Advisor acceptable to Agent (the "Strategic Advisor") hired to support the Financial Transaction; (b) on or prior to October 7, 2016, Agent has not received from Borrowers evidence satisfactory to Agent that a confidential information memorandum prepared by the Strategic Advisor satisfactory to Agent has been

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distributed to interested parties with respect to the Financial Transaction; (c) Agent has not received at least one time per calendar week a status updates satisfactory to Agent from Borrowers and the Strategic Advisor with respect to the Financial Transaction; (d) on or prior to November 1, 2016, Agent has not received evidence satisfactory to Agent that that a letter of intent has been received by Borrower with respect to the Financial Transaction reflecting a closing date for such transaction on or prior to December 31, 2016; or (e) the Financial Transaction is not completed on or prior to December 31, 2016; provided that by way of clarification, nothing in this Section 8.18 shall be deemed a consent by Agent or any Lender to any Financial Transaction that is not expressly permitted by the terms of this Agreement.

8.19 Financial Advisor Borrowers fail (a) to retain at all times on and after the Seventh Amendment Effective Date a financial advisor satisfactory to Agent and on terms and conditions satisfactory to Agent or (b) to provide access to such consultant for Agent and Lenders.

(q) Section 5.20 of the Credit Agreement is hereby amended by (i) deleting each reference to "US Loan Party" and inserting "Loan Party" in each case in lieu thereof and (ii) deleting the reference to "US Loan Parties" and inserting "Loan Parties" in lieu thereof.

(r) Schedule 1.1 to the Credit Agreement is amended by amending and restating the chart included in the defined term "Applicable Margin" as follows:



Level	Average Excess Availability	Applicable Margin Relative to Base Rate Loans (the "Base Rate Margin")	Applicable Margin Relative to LIBOR Rate Loans (the "LIBOR Rate Margin")
I	< 33% of the aggregate amount of the Commitments	2.25 percentage points	No LIBOR Rate Loans permitted after Seventh Amendment Effective Date
II	< 66% of the aggregate amount of the Commitments ≥ 33% of the aggregate amount of the Commitments	2.00 percentage points	No LIBOR Rate Loans permitted after Seventh Amendment Effective Date
III	≥ 66% of the aggregate amount of the Commitments	1.75 percentage points	No LIBOR Rate Loans permitted after Seventh Amendment Effective Date

(s) Schedule 1.1 to the Credit Agreement is amended by amending the defined term "Loan Documents" by inserting the following immediately after the reference to "Intercreditor Agreements,": "FGI Intercreditor Agreements,".

(t) Schedule 1.1 to the Credit Agreement is amended by amending the defined term "Permitted Dispositions" as follows: (i) deleting the reference to "and" at the end of clause (q) thereof, (ii) deleting the reference to "." at the end of clause (r) thereof, (iii) inserting a new clauses (s) and (t) after clause (r) thereof to read as follows:

(s) FGI Receivables Sales, and

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(t) sales of the Equity Interests or substantially all of the assets of CIBER Danamark A/S, CIBER Oy and/or CIBER Pty Ltd. in each case so long as (i) US Borrower has provided Agent with no less than ten (10) Business Days prior written notice of such sale, (ii) no Event of Default shall have occurred and be continuing either before such sale or after giving effect thereto, (iii) all agreements, documents and instruments executed or delivered in connection with such sale have been delivered to Agent at least two (2) Business Days prior to such sale and all such agreements documents and instruments are in form and substance satisfactory to Agent and (iv) Agent has increased the Availability Block in each case by an amount equal to 25% of the net sale proceeds of such Equity Interests or assets.

and (iv) inserting a new sentence at the end of such definition to read as follows: "Notwithstanding the foregoing, no Loan Party shall convey, sell, lease, license, assign, transfer, or otherwise dispose of or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of any of the Equity Interests or a material portion of the assets of its Subsidiaries other than as permitted by clause (t) of this definition."

(u) Schedule 1.1 to the Credit Agreement is amended by amending the defined term "Permitted Indebtedness" as follows: (i) deleting the reference to "and" at the end of clause (t) thereof, (ii) deleting the reference to "." at the end of clause (u) thereof and inserting ", and" in lieu thereof and (iii) inserting a new clause (v) after clause (u) thereof to read as follows:

(v) Indebtedness pursuant to the FGI Financing Documents not to exceed (i) the Dollar Equivalent of $6,119,001.01 prior to the inclusion of CIBER Spain in the FGI Financing Documents and (ii) $12,000,000 after the inclusion of CIBER Spain in the FGI Financing Documents.

(v) Schedule 1.1 to the Credit Agreement is amended by amending the defined term "Permitted Investments" by amending and restating clause (k) thereof as follows:

(k) Permitted Acquisitions; provided that on or after the Seventh Amendment Effective Date, no Permitted Acquisitions shall be permitted without the prior written consent of Agent and each Lender,

(w) Schedule 1.1 to the Credit Agreement is amended by amending the defined term "Permitted Liens" as follows: (i) deleting the reference to "and" at the end of clause (w) thereof, (ii) deleting the reference to "." at the end of clause (x) thereof and inserting ", and" in lieu thereof and (iii) inserting a new clause (y) after clause (x) thereof to read as follows:

(y) FGI Liens; provided, that such Liens are subject to the FGI Intercreditor Agreements.

(x) Schedule 1.1 to the Credit Agreement is amended by amending the defined term "US Eligible Unbilled Accounts" as follows: (i) deleting the reference to "(A)" immediately following "Account Debtor and (ii)" and (ii) deleting the reference to "or (B) with respect to Accounts set forth in clause (d) of the definition of "US Borrowing Base", 90 days after the entry of such Accounts onto the unbilled schedule."

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(y) Schedule 1.1 to the Credit Agreement is amended by amending and restating the defined term "US Borrowing Base" to read as follows:

(z) The following defined terms listed on Schedule 1.1 of the Credit Agreement are amended and restated in their entirety as follows:

"Dutch Security Documents" means (a) that certain Deed of Pledge over Accounts Receivables, (b) Deed of Pledge over Bank Accounts and Intercompany Advances, (c) Deed of Non-Possessory Pledge over Movables, (d) Deed of Disclosed Pledge over Partnership Interests Ciber International Holdings C.V., (e) Deed of Disclosed Pledge over Registered Shares Ciber Nederland B.V. and (f) Deed of Disclosed Pledge over Registered Shares CIBER International B.V., each dated as of the Closing Date, as well as any security document entered into after the Closing Date governed by law of the Netherlands each in form and substance reasonably satisfactory to Agent, executed by the relevant Dutch Loan Party and Agent.

"German Maximum Revolver Amount" means the Dollar Equivalent of $0.00.

"Maximum Revolver Amount" means $44,000,000 decreased by the amount of reductions in the Commitments made in accordance with Section 2.4(c) of the Agreement.

"Reserves" means, as of any date of determination, those reserves (other than Receivable Reserves and Bank Product Reserves) that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(d), to establish and maintain (including reserves with respect to (a) sums that US Borrower or its Subsidiaries are required to pay under any Section of the Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, (b) amounts owing by any Loan Party to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, any of the Collateral (other than a Permitted Lien), which Lien, trust or preferential claims, in the Permitted Discretion of Agent likely would have a priority superior to the Agent's Liens (such as Liens, trusts or preferential claims in favor of landlords, warehousemen, carriers, employees, creditors, mechanics, materialmen, laborers, or suppliers (including without limitation extended retentions of title (verliingerte Eigentumsvorbehalte)), or Liens, trusts or preferential claims for ad valorem, excise, sales, value added or other taxes where given priority under applicable law) in and to such item of the Collateral (which shall include an amount equal to the outstanding principal of Indebtedness under the IBM Financing Agreement as of most recently available month-end accounts payable report of US Borrower), (c) a payroll and related taxes reserve equal to at least two weeks of payroll and related taxes, minus $2,000,000, (d) amounts that could become due to the trustee or insolvency administrator (lnsolvenzverwalter, vorliiufiger Insolvenzverwalter, Sachwalter) of any Insolvency Proceeding of any German Borrower or to the trustee of any Dutch Borrower, in each case with respect to the US Borrowing Base, UK-Dutch Borrowing Base, German Borrowing Base, Maximum Revolver Amount, UK-Dutch Maximum Revolver Amount and/or the German Maximum Revolver Amount as applicable and (e) without limiting subsection (a) hereof, up to three (3) month's rent or any amount

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payable under any lease for any leased location of any Loan Party at which any of Borrowers' books and records are stored). In no event shall any Reserves be duplicative of other reserves.

"UK-Dutch Maximum Revolver Amount" means the Dollar Equivalent of $0.00.

"UK Security Agreements" means (a) the debenture dated on or about the Closing Date, in form and substance reasonably satisfactory to Agent, executed and delivered by each UK Loan Party in favor of the Agent as UK Security Trustee, (b) each UK Pledge Agreement and (c) any security document entered after the Closing Date governed by law of the United Kingdom

"US Borrowing Base" means, as of any date of determination, the result of:

(a) 85% of the amount of US Eligible Accounts that are Tier One Accounts, less the amount, if any, of the US Dilution Reserve, plus

(b) 75% of the amount of US Eligible Accounts that are Tier Two Accounts, less the amount, if any, of the US Dilution Reserve; provided that such amount shall not exceed an amount equal to the Tier Two Maximum Billed Amount, plus

(c) 70% of the amount of US Eligible Unbilled Accounts that are Tier One Accounts, less the amount, if any, of the US Unbilled Dilution Reserve; provided that (i) such amount, plus (ii) the amount set forth in clause (d) of the US Borrowing Base for such date of determination shall not in the aggregate exceed an amount equal to the Tier One Maximum Unbilled Amount, plus

(d) 70% of the amount of any US Eligible Unbilled Accounts that are Tier Two Accounts, less the amount, if any, of the US Unbilled Dilution Reserve; provided that such amount shall not exceed an amount equal to the Tier Two Maximum Unbilled Amount, minus

(e) the Availability Block, minus

(f) the sum of the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement, to the extent that such reserves relate to US Eligible Accounts or liabilities of any of the US Loan Parties.

(aa) The following defined terms are added to Schedule 1.1 of the Credit Agreement in their appropriate alphabetical order as follows:

"Amendment No. 7" means that certain Wavier and Amendment No. 7 to Credit Agreement dated as of the Seventh Amendment Effective Date, by and among the Borrowers, Agent, and Lenders.

"Availability Block" means an availability block equal to (a) $4,650,556 plus (b) an amount equal to 25% of the net sale proceeds from the sales of the Equity Interests or the assets of each CIBER Danamark A/S, CIBER Oy and/or CIBER Pty Ltd. as permitted by clause (t) of the definition of Permitted Dispositions, plus (c) at all

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times after FGI has provided financing to CIBER Spain pursuant to a FGI Accounts Purchase Agreement, the lesser of (i) 35% of the total potential availability of financing provided by FGI to CIBER Spain under the FGI Financing Documents and (ii) $1,099,444.

"CIBER Spain" means Consultants in Business Engineering Research S.L..

"FGI Receivables Sales" means the sales by UK Borrower, any German Borrower or CIBER Spain of Accounts to FGI pursuant to the terms of any FGI Accounts Purchase Agreement.

"FGI" means Faunus Group International, Inc.

"FGI Accounts Purchase Agreements" means (a) that certain Receivables Purchase Agreement dated as of October 27, 2016, between UK Borrower and FGI, (b) that certain Receivables Purchase Agreement dated as of October 27, 2016, among German Borrowers and FGI and (c) that certain Receivables Purchase Agreement dated after the Seventh Amendment Effective Date between CIBER Spain and FGI.

"FGI Financing Documents" means, collectively, the FGI Accounts Purchase Agreements, FGI Guaranty, and the FGI Intercreditor Agreements.

"FGI Guaranty" means that certain Guaranty executed and delivered by each US Loan Party dated as of October 27, 2016, pursuant to which it guaranteed the obligations of by UK Borrower, any German Borrower or CIBER Spain to FGI arising under or in connection with the FGI Accounts Purchase Agreement and pursuant thereto, has granted to FGI a Lien upon substantially all of its assets.

"FGI Intercreditor Agreements" means (a) that certain Intercreditor and Subordination Agreement (United States) dated as of October 27, 2016 by and among Agent and FGI, and acknowledged and agreed to by US Loan Parties and (b) that certain Intercreditor and Subordination Agreement (European) dated as of October 27, 2016 by and among Agent and FGI, and acknowledged and agreed to by UK Borrower, each German Borrower and CIBER Spain.

"FGI Liens" means any Liens in favor of FGI pursuant to the FGI Financing Documents, subject in each case to the FGI Intercreditor Agreements.

"Financial Transaction" means any potential financing, refinancing (other than pursuant the FGI Financing Documents), or any merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of the Company’s business with aggregate proceeds of at least $25,000,000.

"Seventh Amendment Effective Date" means October 27, 2016.

"13 Week Forecast" has the meaning specified therefor in Schedule 5.2.

"Tier One Maximum Unbilled Amount" means $11,000,000.

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"Tier Two Maximum Billed Amount" means $2,800,000.

"Tier Two Maximum Unbilled Amount" means $5,200,000, which amount shall be reduced by $50,000 at 5:00 p.m. Mountain Time on the last Business Day of each calendar week.

(bb) The following defined terms are hereby deleted from Schedule 1.1 of the Credit Agreement: "Available Increase Amount", "Increase", "Increase Date", "Increase Joinder", Pre-Increase Revolving Lenders" and "Post-Increase Revolving Lenders".

(cc) Schedule 5.2 of the Credit Agreement is hereby amended by adding the following row at the end of such Schedule to read as follows:



as soon as available but in any event by the end of the last Business Day of each calendar week for the prior week	(dd) a rolling thirteen (13) week cash flow forecast of US Borrower (each such forecast, a "13 Week Forecast"), in form and detail reasonably satisfactory to Agent and accompanied by (i) a variance report comparing the actual results for the prior week to the forecasted results for such week as set forth in the immediately preceding cash flow forecast and (ii) a certification on behalf of US Borrower by its chief financial officer stating that (a) nothing has come to the chief financial officer's attention that would lead the chief financial officer to believe that the information in the variance report is incorrect or misleading in any material respect and (b) that the applicable thirteen (13) week cash flow forecast is based on information and assumptions that US Borrower believes to be reasonable

(dd) Schedule C-1 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached hereto.

3. Continuing Effect. Except as expressly set forth in Section 1 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect.

4. Reaffirmation and Confirmation. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers), each Dutch Borrower, CIBER CV and CIBER AG hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents represent the valid, enforceable and collectible obligations of Borrowers, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers), each Dutch Borrower, CIBER CV and CIBER AG hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Borrower in all respects.

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5. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent:

(a) Agent shall have received a fully executed copy of this Amendment, including the Consent and Reaffirmation attached hereto, together with such other documents, agreements and instruments as Agent may require or reasonably request;

(b) Agent shall have received the payment of the fee set forth in Section 7(a) hereto due on the date hereof;

(c) Agent shall have received fully executed copies of the FGI Financing Documents, together with such other documents, agreements and instruments as Agent may require or reasonably request;

(d) Agent shall have received evidence that prior to 5:00 p.m., Mountain time on the date hereof, (a) Borrowers shall have received no less than $6,300,000 of net proceeds from the FGI Financing on the date and (b) such proceeds have repaid in full all European Obligations outstanding on the date hereof and any amounts in excess of the amounts necessary to repay in full all European Obligations outstanding on the date hereof shall repay US Revolving Loans (without a corresponding permanent reduction of Revolving Commitments); and

(e) No Default or Event of Default (other than the Existing Events of Default (as hereinafter defined)) shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.

6. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers) each Dutch Borrower, CIBER CV and CIBER AG hereby jointly and severally represent and warrant to Agent and Lenders that, after giving effect to this Amendment:

(a) All representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, in each case as if then made, other than representations and warranties that expressly relate solely to an earlier date;

(b) No Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing; and

(c) This Amendment, the Credit Agreement and each Loan Document constitute legal, valid and binding obligations of each Loan Party and are enforceable against each Loan Party in accordance with their respective terms, except as such enforcement may be limited by equitable principals or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

7. Fees; Miscellaneous.

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(a) Fees. Borrowers shall pay to Agent a default waiver fee which shall be fully earned on the date hereof and payable on the following dates and amounts set forth in the table below:



Date	Fee
Date hereof	$100,000
December 31, 2016	$100,000
January 31, 2017	$100,000
February 28, 2017	$100,000
March 31, 2017	$100,000
April 30, 2017	$200,000

Notwithstanding the foregoing, if the Obligations are paid in full on or prior to any of the January 31, 2017, February 28, 2017, March 31, 2017 or April 30, 2017 fee payment dates, all fees payable pursuant to this Section 7(a) on dates subsequent to the date of the payment in full of the Obligations, shall be waived by the Agent and Lenders so long as no Event of Default (other than the Existing Events of Default) has occurred and is continuing or is caused thereby.

(b) Expenses. Subject to Section 2.5 of the Credit Agreement, Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers), each Dutch Borrower, CIBER CV and CIBER AG jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement.

(c) Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of New York. The choice of law and venue and jury trial waiver provisions set forth in Section 12 of the Credit Agreement are incorporated herein by reference and shall apply in all respects to this Amendment.

(d) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission (including a ".pdf" file) shall be equally effective as delivery of an original executed counterpart of this Amendment.

8. Release.

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and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Borrower or Guarantor or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto, in each case, solely that arises at any time on or prior to the day and date of this Amendment.

(b) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), each Dutch Borrower, CIBER CV and CIBER AG understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), each Dutch Borrower, CIBER CV and CIBER AG agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.



	CIBER, INC., a Delaware corporation, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers)
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	CFO



	CIBER AG
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Director



	CIBER INTERNATIONAL, LLC, acting as general partner for and on behalf of: CIBER INTERNATIONAL HOLDINGS, C.V.
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Authorized Representative



	CIBER INTERNATIONAL, B.V.
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Authorized Representative



	CIBER NEDERLAND B.V.
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Authorized Representative

Signature Page to Waiver and Amendment No. 7 to Credit Agreement



	WELLS FARGO BANK, N.A., a national banking association, as Agent, as Lead Arranger, as Sole Book Runner, as UK Security Trustee, as a US Lender, as a UK-Dutch Lender and as a German Lender
By:	/s/ Clifton Moschnik
Name:	Clifton Moschnik
	Its Authorized Signatory

Signature Page to Waiver and Amendment No. 7 to Credit Agreement

CONSENT AND REAFFIRMATION

CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of each other Guarantor (as defined in the Credit Agreement) hereby: (i) acknowledges receipt of a copy of the foregoing Waiver and Amendment No. 7 to Credit Agreement (the " Amendment ") (terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to each Borrower's execution and delivery thereof; (iii) agrees, on behalf of each Guarantor, to be bound thereby, including Section 8 of the foregoing Amendment; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents to which the undersigned is a party and reaffirms that each such Loan Document is and shall continue to remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, Borrower Representative, on behalf of each Guarantor, acknowledges and agrees that each Guarantor understands that Agent and Lenders have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor's acknowledgment or agreement to future consents, amendments or waivers, and nothing herein shall create such a duty.

[Signature Pages Follows]



	CIBER, INC., a Delaware corporation, on behalf of each Guarantor
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	CFO



	CIBER INTERNATIONAL, LLC, acting as general partner for and on behalf of CIBER INTERNATIONAL HOLDINGS, C.V.
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Authorized Representative

Signature Page to Consent and Reaffirmation to Waiver and Amendment No. 7 to Credit Agreement



	CIBER NEDERLAND B.V.
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Authorized Representative

Signature Page to Consent and Reaffirmation to Waiver and Amendment No. 7 to Credit Agreement

Exhibit A

Existing Events of Default


•	Under Section 8.2(a) of the Credit Agreement as a result of Borrowers' failure to maintain a Fixed Charge Coverage Ratio of at least 1.1 to 1.0, for the 12 month periods ending on March 31, 2016, April 30, 2016, May 31, 2016, June 30, 2016, July 31, 2016, August 31, 2016 and September 30, 2016 as required by Section 7(b) of the Credit Agreement.

•

Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers maintaining bank accounts at the Royal Bank of Scotland, on or prior to the date hereof, that are not Charged Accounts (as defined in the UK Debenture) as required by Section 7.7 of that certain Guarantee and Debenture dated as of July 5, 2012, by and between CIBER UK Ltd., the Companies identified on Schedule 1 thereto, and Wells Fargo Bank, N.A. (the "UK Debenture")


•	Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers' failure, on or prior to the date hereof, to notify the UK Security Trustee in writing that the Borrowers acquired interests in Land (as defined in the UK Debenture) as required by Section 7.9 of the UK Debenture.


•	Under Sections 8.2(a) of the Credit Agreement as a result of the Borrower's failure, on or prior to the date hereof, to deliver notice to each of its Account Debtors of Agent's security interests as required by Section 2.17 of the Credit Agreement, Section 6 of each First Ranking Pledge of Receivables and Section 6 of each Second Ranking Pledge of Receivables.


•	Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers' failure, on or prior to the date hereof, to notify Agent at least five (5) days in advance of its intent to move assets to a New Secured Area (as defined in the German Security Transfer of Inventory and Equipment) as required by Section 8.1 of each German Security Transfer of Inventory and Equipment.

•

Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers' failure, on or prior to the date hereof, to keep all Equipment and Current Assets (as defined in each German Security Transfer of Inventory and Equipment) within the Secured Area (as defined in each German Security Transfer of Inventory and Equipment) as required by Section 8.1 of each German Security Transfer of Inventory and Equipment.


•	Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers' failure, on or prior to the date hereof, to notify each Account Bank (as defined in each German Pledge over Bank Accounts) of Agent's security interest as required by Section 4 of each German Pledge Over Bank Accounts.

•

Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers' failure, on or prior to the date hereof, to assure that either a notice relating to the security interests of Agent was set forth on all relevant invoices (or equivalent) of each German Loan Party or a form of notice is delivered to each of the Account Debtors, in each case pursuant to the German Security Documents as required by Section 2.17 of the Credit Agreement.


•	Under Section 8.2(a) of the Credit Agreement as a result of Borrowers' failure, on or prior to the date hereof, assure that each invoice of each German Loan Party or a notice of such invoice is delivered to each of its Account Debtors during a German Notice Period via certified mail as required by Section 2.17 of the Credit Agreement.


•	Under Sections 8.2(a) of the Credit Agreement as a result of the Borrower's failure, on or prior to the date hereof, to deliver notice of Agent's security interests to each Account Debtor as required by Section 2.17 of the Credit Agreement and Section 2.5 of that certain Deed of

Pledge Over Accounts Receivables dated as of May 7, 2012, by and among CIBER International B.V., Ciber Nederland B.V. Ciber International Holdings C.V. and Wells Fargo Bank, N.A..

•

Under Section 8.2(a) of the Credit Agreement as a result of the Borrowers' failure, on or prior to the date hereof, to notify each Account Bank (used by the Borrower on or prior to the date hereof) of Agent's security interest as required by Section 5 of that certain Deed of Pledge Bank Accounts and Intercompany Advances dated as of May 7, 2012, by and among CIBER International B.V., Ciber Nederland B.V., Ciber International Holding C.V., and Wells Fargo Bank, N.A.

Exhibit B

Schedule C-1

Commitments



Lender	US Revolver Commitment	UK-Dutch Revolver Commitments	German Revolver Commitments	Total Commitment
Wells Fargo Bank, National Association	$44,000,000	$0.00	$0.00	$44,000,000
Wells Fargo Bank, National Association (London Branch)	$0.00	$0.00	$0.00	$0.00
All Lenders	$44,000,000	$0.00	$0.00	$44,000,000

EX-10.7 8 exhibit107amendmentno8.htm EXHIBIT 10.7 Exhibit

Exhibit 10.7

AMENDMENT NO. 8 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 3, 2016, by and among the financial institutions party hereto (together with their respective successors and assigns, the "Lenders"), Wells Fargo Bank, N.A., as a Lender and administrative agent for the Lenders (in such capacity, "Agent"), CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of itself and each other Borrower (as defined in the Credit Agreement, defined below) other than CIBER AG, an Aktiengesellschaft organized under the laws of Germany ("CIBER AG") and CIBER AG.

WHEREAS, Borrower Representative, CIBER AG, CIBER UK Ltd., a limited company incorporated in England and Wales with company number 02623681 ("UK Borrower"), CIBER International B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands ("CIBER International") and CIBER Nederland B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands ("CIBER Nederland"; together with CIBER International, "Dutch Borrowers"), CIBER Holding GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("CIBER Holdings Germany"), topcontracts GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("topcontracts Germany"), CIBER AG and CIBER Managed Services GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("CIBER Managed Services" and collectively with CIBER Holdings Germany, topcontracts Germany and CIBER AG, each a "German Borrower" and collectively, the "German Borrowers"; UK Borrower, Dutch Borrowers and German Borrowers are referred to hereinafter each individually as a "European Borrower" and collectively as the "European Borrowers"; Borrower Representative and European Borrowers are referred to hereinafter each individually as a "Borrower" and collectively as "Borrowers"), Agent and Lenders are parties to that certain Credit Agreement dated as of May 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; unless otherwise defined, capitalized terms used herein shall have the same meanings ascribed to such terms in the Credit Agreement); and

WHEREAS, Borrowers have requested that Agent and Lenders amend the Credit Agreement as more fully described herein, and Agent and Lenders have agreed to the foregoing, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below, in reliance upon the representations and warranties of Borrowers set forth in Section 5 below, Credit Agreement is hereby amended as follows:

(a) The following defined terms listed on Schedule 1.1 of the Credit Agreement are amended and restated in their entirety as follows:

"Availability Block" means an availability block equal to (a)(i) at all times on or prior to November 9, 2016, $2,150,556 and (ii) $4,650,556 at all times thereafter, plus (b) an amount equal to 25% of the net sale proceeds from the sales of the Equity

Interests or the assets of each CIBER Danamark A/S, CIBER Oy and/or CIBER Pty Ltd. as permitted by clause (t) of the definition of Permitted Dispositions, plus (c) at all times after FGI has provided financing to CIBER Spain pursuant to a FGI Accounts Purchase Agreement, the lesser of (i) 35% of the total potential availability of financing provided by FGI to CIBER Spain under the FGI Financing Documents and (ii) $1,099,444.

"Tier One Maximum Unbilled Amount" means (a) at all times on or prior to December 1, 2016, $12,000,000 and (b) $11,000,000 at all times thereafter.

"Tier Two Maximum Billed Amount" means (a) at all times on or prior to December 1, 2016, $4,300,000 and (b) $2,800,000 at all times thereafter.

2. Continuing Effect. Except as expressly set forth in Section 1 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect.

3. Reaffirmation and Confirmation. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER AG hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents (including without limitation Section 1 of that certain Waiver and Amendment No. 7 to Credit Agreement, dated October 27, 2016 among Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG), CIBER AG, CIBER International Holdings, C.V., each Dutch Borrower, Lenders and Agent), represent the valid, enforceable and collectible obligations of Borrowers, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER AG hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Borrower in all respects.

4. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent:

(b) Agent shall have received the payment of the fee set forth in Section 6(a) hereto due on the date hereof; and

(c) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.

-2-

5. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER AG hereby jointly and severally represent and warrant to Agent and Lenders that, after giving effect to this Amendment:

(a) All representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, in each case as if then made, other than representations and warranties that expressly relate solely to an earlier date;

(b) No Default or Event of Default has occurred and is continuing; and

6. Fees; Miscellaneous.

(a) Amendment Fee. Borrowers shall pay to Agent an amendment fee equal to $75,000 which shall be fully earned and payable on the date hereof.

(b) Expenses. Subject to Section 2.5 of the Credit Agreement, Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and CIBER AG jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement.

7. Release.

-3-

(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG), each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Borrower or Guarantor or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto, in each case, solely that arises at any time on or prior to the day and date of this Amendment.

(c) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation) and CIBER AG agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

[Signature Pages Follow]

-4-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.



	CIBER, INC., a Delaware corporation, on behalf of itself and each other Borrower (other than CIBER AG)
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	CFO



	CIBER AG
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	Director

Signature Page to Amendment No. 8 to Credit Agreement



	WELLS FARGO BANK, N.A., a national banking association, as Agent, as Lead Arranger, as Sole Book Runner, as UK Security Trustee, as a US Lender, as a UK-Dutch Lender and as a German Lender
By:	/s/ Karen Kenney
Name:	Karen Kenney
	Its Authorized Signatory

Signature Page to Amendment No. 8 to Credit Agreement

CONSENT AND REAFFIRMATION

CIBER, Inc., a Delaware corporation ("Borrower Representative"), on behalf of each other Guarantor (as defined in the Credit Agreement) hereby: (i) acknowledges receipt of a copy of the foregoing Amendment No. 8 to Credit Agreement (the " Amendment ") (terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to each Borrower's execution and delivery thereof; (iii) agrees, on behalf of each Guarantor, to be bound thereby, including Section 7 of the foregoing Amendment; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents to which the undersigned is a party and reaffirms that each such Loan Document is and shall continue to remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, Borrower Representative, on behalf of each Guarantor, acknowledges and agrees that each Guarantor understands that Agent and Lenders have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor's acknowledgment or agreement to future consents, amendments or waivers, and nothing herein shall create such a duty.

[Signature Pages Follows]

Exhibit A



	CIBER, INC., a Delaware corporation, on behalf of each Guarantor
By:	/s/ Christian Mezger
Name:	Christian Mezger
Title:	CFO

Signature Page to Consent and Reaffirmation to Amendment No. 8 to Credit Agreement

EX-31.1 9 exhibit3112016q3.htm EXHIBIT 31.1 Exhibit

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Boustridge, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Ciber, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2016



/s/ Michael Boustridge
Michael Boustridge
President and Chief Executive Officer

EX-31.2 10 exhibit3122016q3.htm EXHIBIT 31.2 Exhibit

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christian M. Mezger, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Ciber, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2016



/s/ Christian M. Mezger
Christian M. Mezger
Chief Financial Officer

EX-32 11 exhibit322016q3.htm EXHIBIT 32 Exhibit

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of Ciber, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2016 (the “Report”), I, Michael Boustridge, Chief Executive Officer of the Company, and I, Christian M. Mezger, Chief Financial Officer of the Company, do hereby certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2016



/s/ Michael Boustridge
Michael Boustridge
President and Chief Executive Officer

/s/ Christian M. Mezger
Christian M. Mezger
Chief Financial Officer

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style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Nine Months Ended September 30,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income (loss) from continuing operations before income taxes:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,749</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,200</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23,818</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,982</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11,420</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,406</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(136,050</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,934</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16,169</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,206</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(159,868</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,916</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income tax expense:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">732</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">696</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,885</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,037</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,897</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">642</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,731</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,642</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,629</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,338</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,616</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,679</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Borrowings</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of September 30, 2016, the Company has an ABL Facility of up to </font><font style="font-family:inherit;font-size:10pt;">$54 million</font><font style="font-family:inherit;font-size:10pt;"> with Wells Fargo. The maximum amount available for borrowing at any time under such line of credit is determined according to a borrowing base valuation of eligible account receivables, which was </font><font style="font-family:inherit;font-size:10pt;">$44.4 million</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;">September 30, 2016</font><font style="font-family:inherit;font-size:10pt;">. The ABL Facility provides for borrowings in the United States, the United Kingdom and Germany and matures on May 7, 2017. As of </font><font style="font-family:inherit;font-size:10pt;">September 30, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had </font><font style="font-family:inherit;font-size:10pt;">$39.7 million</font><font style="font-family:inherit;font-size:10pt;"> outstanding under the ABL Facility. The Company expects borrowings to fluctuate based on working capital needs. The Company's obligations under the ABL Facility are guaranteed by the Company and are secured by substantially all of the Company's U.S., the Netherlands, United Kingdom, and German assets. The ABL Facility includes a number of business covenants, including customary limitations on, among other things, indebtedness, liens, investments, guarantees, mergers, dispositions, acquisitions, liquidations, dissolutions, issuances of securities, payments of dividends, loans and advances, and transactions with affiliates.</font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On June 16, 2016, we amended our ABL Facility with Wells Fargo in connection with Wells Fargo's consent to the Netherlands Sale. As a result of this amendment and the sale of assets in the Netherlands Sale, the maximum borrowing base under the ABL Facility was reduced from </font><font style="font-family:inherit;font-size:10pt;">$60 million</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">$54 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The ABL Facility can be prepaid in whole or in part at any time. The ABL Facility must be repaid to the extent that any borrowings exceed the maximum availability allowed under the ABL Facility. </font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company is required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA (as defined in the ABL Facility) to consolidated fixed charges of 1.1/1.0 (the "Fixed Charge Coverage Ratio") if (i) an event of default has occurred and is continuing, (ii) Ciber fails to maintain excess availability of at least the greater of (i) </font><font style="font-family:inherit;font-size:10pt;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> or (ii) an amount equal to </font><font style="font-family:inherit;font-size:10pt;">25%</font><font style="font-family:inherit;font-size:10pt;"> of the aggregate amount of the commitments at any time. The Company must then continue to comply with the minimum trailing 12-month fixed charge coverage ratio until (1) no event of default is continuing and (2) excess availability has equaled or exceeded the greater of (a) </font><font style="font-family:inherit;font-size:10pt;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> or (b) an amount equal to </font><font style="font-family:inherit;font-size:10pt;">25%</font><font style="font-family:inherit;font-size:10pt;"> of the aggregate amount of the commitments for </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> consecutive days.  Due to the balance available for borrowing falling below </font><font style="font-family:inherit;font-size:10pt;">$15 million</font><font style="font-family:inherit;font-size:10pt;"> during the nine months ended September 30, 2016, the Company became subject to the Fixed Charge Coverage Ratio and the Company was not in compliance with the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently. </font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> Due to the default in the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently, the lender has the right to declare all outstanding debt under the ABL Facility immediately due and payable. The amount due under the ABL Facility is classified as a current liability in our balance sheet at September 30, 2016 as a result of this non-compliance. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. The Company's lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility could be limited. </font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The ABL Facility also contains certain requirements relating to perfection of security interests of the Loan Parties (as defined in the ABL Facility), as well as an affirmative solvency (as defined in the ABL Facility) representation applicable as of the date of the making of any Revolving Loan (as defined in the ABL Facility) or any other extension of credit. During the nine months ended September 30, 2016, Wells Fargo notified us that it had become subject to, and waived an event of default relating to an additional perfection notice requirement that had become applicable to the German borrowers, which we began to comply with in March 2016 and this requirement continues to be applicable to us. In May 2016, Wells Fargo notified us that we were not in compliance with a similar perfection notice requirement applicable to the Dutch borrowers that was applicable to us during the nine months ended September 30, 2016. </font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, the ABL Facility includes ongoing representations including solvency of the Company. Based on the ABL Facility definition of solvency, which includes the ability to pay amounts due on the prescribed invoice due dates, the Company may have breached the solvency representation during the nine months ended September 30, 2016, and may be in breach of that representation at the time of each subsequent borrowing under the ABL Facility. This may limit future borrowings under the ABL Facility.</font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The ABL Facility provides that Wells Fargo would take dominion over the Company's U.S. cash and cash receipts and would automatically apply such amounts to the ABL Facility on a daily basis if (a) an event of default has occurred and is continuing or (b) Ciber fails to maintain excess availability of at least the greater of (i) </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments at any time.  During such times as was applicable during the nine months ended September 30, 2016, and subsequently, Wells Fargo had the ability to exercise dominion over the Company's U.S. cash and cash receipts. During the second quarter of 2016, Wells Fargo began to exercise its right to apply the Company's U.S. cash and cash receipts to the ABL Facility. Wells Fargo will continue to have dominion over the Company's U.S. cash and cash receipts until (a) no event of default is continuing and (b) excess availability has equaled or exceeded the greater of (i) </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments under the ABL Facility for </font><font style="font-family:inherit;font-size:10pt;">30</font><font style="font-family:inherit;font-size:10pt;"> consecutive days. </font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, at all times during the term of the ABL Facility, Wells Fargo would have dominion over the cash of the United Kingdom, Dutch, and German borrowers when a balance is outstanding to those entities and would automatically apply such amounts to the ABL Facility on a daily basis. As a result, if the Company has any outstanding borrowings that are subject to the bank's dominion, such amounts would be classified as a current liability on the Consolidated Balance Sheet. At </font><font style="font-family:inherit;font-size:10pt;">September 30, 2016</font><font style="font-family:inherit;font-size:10pt;">, we had </font><font style="font-family:inherit;font-size:10pt;">$2.3 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$37.4 million</font><font style="font-family:inherit;font-size:10pt;"> of foreign and US borrowings, respectively, that were subject to the bank's dominion and are classified as a current liability on our balance sheet.</font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On October 27, 2016, the Company, entered into a waiver and amendment to the ABL Facility with Wells Fargo ("Amendment No. 7"). Amendment No. 7 provides for, among other things: (1) a waiver of existing events of default from March 31, 2016 to September 30, 2016; (2) an adjustment to the fixed charge coverage ratio to </font><font style="font-family:inherit;font-size:10pt;">1.05</font><font style="font-family:inherit;font-size:10pt;"> to 1.0 for the periods January 2017 to April 2017; (3) changes to the applicable margin and the elimination of LIBOR rate loans; (4) consent to and the release of the assets sold in the European Refinancing (as defined below); (5) the reduction of the maximum revolver amount from </font><font style="font-family:inherit;font-size:10pt;">$54 million</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">$44 million</font><font style="font-family:inherit;font-size:10pt;">; (6) elimination of the Company’s borrowing capacity in the United Kingdom and Germany; (7) changes to the US borrowing base; (8) an availability block; (9) consent for the Company’s Spanish subsidiary to enter into a similar receivables purchase agreement with Faunus Group International, Inc. ("FGI"); and (10) consent to the sale of the equity interests or substantially all of the assets of the Company’s Danish, Finnish and Australian subsidiaries, subject to certain conditions.</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amendment No. 7 also imposes new conditions, including: (1) a cash forecast requirement, including minimum weekly receipts and maximum weekly disbursements; (2) a requirement that the Company engage and retain a strategic advisor to prepare a confidential information memorandum and receive a letter of intent no later than November 1, 2016 regarding a potential financing, refinancing (other than the European Refinancing), or any merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of the Company’s business with aggregate proceeds of at least </font><font style="font-family:inherit;font-size:10pt;">$25 million</font><font style="font-family:inherit;font-size:10pt;">, to be completed no later than December 31, 2016; (3) a requirement that the Company retain at all times a financial advisor; (4) the establishment of certain specified reserves; and (5) the establishment of certain additional fees under the ABL Facility. As of November 8, 2016, the Company is meeting its obligations relative to the Amendment No. 7 milestones. On November 3, 2016, we entered into an additional amendment ("Amendment No. 8") to the Credit Agreement, to postpone an increase to the availability block and to delay the implementation of certain changes to the U.S. borrowing base, as otherwise provided for in Amendment No. 7. The impact of Amendment No. 8 is to provide additional liquidity of approximately </font><font style="font-family:inherit;font-size:10pt;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in the immediate term.</font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On October 27, 2016, certain United Kingdom and German subsidiaries of the Company (the "European Borrowers")entered into receivables purchase agreements (the “Receivables Purchase Agreements”) with FGI pursuant to which the European Borrowers will sell certain receivables to FGI (the “European Refinancing”). Under the Receivables Purchase Agreements, the European Borrowers will sell </font><font style="font-family:inherit;font-size:10pt;">80%</font><font style="font-family:inherit;font-size:10pt;"> of their respective Eligible Receivables, subject to a discount rate of the greater of </font><font style="font-family:inherit;font-size:10pt;">5.25%</font><font style="font-family:inherit;font-size:10pt;"> per annum or </font><font style="font-family:inherit;font-size:10pt;">4.50%</font><font style="font-family:inherit;font-size:10pt;"> above the calendar monthly average of </font><font style="font-family:inherit;font-size:10pt;">90</font><font style="font-family:inherit;font-size:10pt;"> day US LIBOR for prepayments. The proceeds at closing were approximately </font><font style="font-family:inherit;font-size:10pt;">$6.3 million</font><font style="font-family:inherit;font-size:10pt;">. The obligations of the European Borrowers under the Receivables Purchase Agreements are secured by substantially all of the assets of the European Borrowers. The original term of the European Refinancing is </font><font style="font-family:inherit;font-size:10pt;">three years</font><font style="font-family:inherit;font-size:10pt;">. If the European Borrowers terminate the Receivables Purchase Agreements during the first, second, or third year of the original term, FGI will charge a termination fee of </font><font style="font-family:inherit;font-size:10pt;">3.0%</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2.0%</font><font style="font-family:inherit;font-size:10pt;"> or </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> of the facility amount, respectively. The Receivables Purchase Agreements do not contain financial or operational covenants, but can be terminated at will by FGI. The Receivables Purchase Agreements generally contain customary representations, warranties, covenants, and events of default and termination for facilities of this type. </font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation that the Company can continue to operate for the foreseeable future, although this cannot be assured. There can be no assurance that we will achieve or be in compliance with these bank covenants until operating cash flow improves. </font></div><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additionally, the Company has announced that its Board of Directors has engaged a strategic adviser to assist in exploring strategic alternatives for the Company, which could include a potential financing, refinancing, or a merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of Ciber’s business. No decision has been made as to whether the Company will engage in a transaction resulting from the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction. </font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management believes that other sources of credit or financing might be available to the Company. However, it cannot predict at this time what types of credit or financing might be available in the future, if any. The Company can also not predict whether the costs of such credit or financing, or the terms of any new amended or new facility, would be materially less favorable to the Company.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Earnings (Loss) Per Share</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our computation of earnings (loss) per share — basic and diluted is as follows:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:54%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended September 30,</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Nine Months Ended September 30,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="15" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands, except per share amounts)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) from continuing operations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,798</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(132</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(167,484</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,237</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) attributable to Ciber, Inc. from continuing operations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,847</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(156</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(167,568</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,221</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gain (loss) from discontinued operations, net of income tax</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(200</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">362</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(258</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) attributable to Ciber, Inc. </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,833</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(356</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(167,206</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,963</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81,178</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79,206</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,776</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78,938</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dilutive effect of employee stock plans</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">787</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81,178</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79,206</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,776</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79,725</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Continuing operations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.07</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.07</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Discontinued operations</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic and diluted earnings (loss) per share attributable to Ciber, Inc. </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.07</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.06</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Anti-dilutive securities omitted from the calculation</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,124</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,141</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,349</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,137</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dilutive securities, including stock options and restricted stock units, are excluded from the diluted weighted average shares outstanding computation in periods in which they have an anti-dilutive effect, such as when we report a net loss attributable to Ciber, Inc. from continuing operations, or when stock options have an exercise price that is greater than the average market price of Ciber common stock during the period.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers (Topic 606)</font><font style="font-family:inherit;font-size:10pt;">” (“ASU 2014-09”). The core principle of the standard is when an entity transfers goods or services to customers, it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance.  In March, April, and May 2016, the FASB issued ASU No. 2016-08 </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">"Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations"</font><font style="font-family:inherit;font-size:10pt;"> ("ASU 2016-08"), ASU No. 2016-10 </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">"Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing"</font><font style="font-family:inherit;font-size:10pt;"> ("ASU 2016-10"), and ASU No. 2016-12 </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">"Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients"</font><font style="font-family:inherit;font-size:10pt;"> ("ASU 2016-12"), respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2018, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. ASU 2014-09 is expected to be effective for annual periods beginning after December 15, 2017, and for interim periods within that year, and allows for both retrospective and prospective methods of adoption. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements, as well as which transition method we intend to use.</font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB issued ASU No. 2014-15, “</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern</font><font style="font-family:inherit;font-size:10pt;">” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures.  ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter.  Early adoption is permitted.  We do not anticipate that this guidance will materially impact our consolidated financial statements, other than the required disclosures. </font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU No. 2016-02, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">"Leases (Topic 842)" </font><font style="font-family:inherit;font-size:10pt;">("ASU 2016-02")</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">which is intended to increase transparency and comparability among organizations by recognizing all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. This standard is to be applied with a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements.</font></div><div style="line-height:120%;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2016-15, "</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments</font><font style="font-family:inherit;font-size:10pt;">". This standard clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements.</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Adopted Accounting Pronouncements</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In April 2015, the FASB issued ASU No. 2015-05, “</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-4)</font><font style="font-family:inherit;font-size:10pt;">” which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. This update is effective for interim and annual periods beginning after December 15, 2015 and we have elected to adopt the guidance prospectively. The adoption of this guidance did not have an impact on our consolidated financial statements. </font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2016, the FASB issued ASU No. 2016-09, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">"Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting"</font><font style="font-family:inherit;font-size:10pt;"> ("ASU 2016-09"), which involves accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  The adoption of this guidance did not have an impact on our consolidated financial statements.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restructuring Charges</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On July 25, 2014, we approved a restructuring plan focused on the implementation of a go-to-market model, realigning the organization and improving our near and offshore delivery mix ("the 2014 Plan"). The 2014 Plan commenced in the third quarter of 2014 and was completed in the third quarter of 2015. The 2014 Plan impacted approximately </font><font style="font-family:inherit;font-size:10pt;">290</font><font style="font-family:inherit;font-size:10pt;"> people. The total amount of the restructuring charges for the 2014 Plan was approximately </font><font style="font-family:inherit;font-size:10pt;">$27 million</font><font style="font-family:inherit;font-size:10pt;">, substantially all of which was settled in cash. The total estimated restructuring expenses included approximately </font><font style="font-family:inherit;font-size:10pt;">$20 million</font><font style="font-family:inherit;font-size:10pt;"> related to employee severance and related benefits and approximately </font><font style="font-family:inherit;font-size:10pt;">$7 million</font><font style="font-family:inherit;font-size:10pt;"> related to professional fees, office closures and other expenses. </font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended September 30, 2016, are as follows:</font></div><div style="line-height:120%;text-align:center;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:67%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Employee Severance and Termination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Professional Fees, Office Closures and Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring liability, as of January 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,791</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">990</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,781</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash paid</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,746</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,746</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange rate changes</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring liability, as of September 30, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">990</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,075</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For the three and nine months ended September 30, 2016, the Company recognized employee severance and related benefits of </font><font style="font-family:inherit;font-size:10pt;">$0.7 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$1.2 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. These costs represent additional restructuring activities outside of the original restructuring plans. As of September 30, 2016 and December 31, 2015, additional restructuring liabilities of </font><font style="font-family:inherit;font-size:10pt;">$1.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.7 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, were included in other accrued expenses.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes our outstanding foreign currency forward contracts at </font><font style="font-family:inherit;font-size:10pt;">September 30, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:31%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:32%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:31%;" rowspan="1" colspan="1"></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Currency Purchased Forward</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Currency Sold Forward</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date</font></div></td></tr><tr><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">AUD</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,900,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EUR</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,658,849</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10/31/2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EUR</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,340,454</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">USD</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,000,000</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10/31/2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EUR</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,250,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">GBP</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,887,160</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10/31/2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">INR</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">261,387,750</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">USD</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,900,000</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10/31/2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">INR</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">323,893,630</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">EUR</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,300,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10/31/2016</font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our computation of earnings (loss) per share — basic and diluted is as follows:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:54%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended September 30,</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Nine Months Ended September 30,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="15" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands, except per share amounts)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) from continuing operations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,798</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(132</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(167,484</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,237</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) attributable to Ciber, Inc. from continuing operations</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,847</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(156</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(167,568</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,221</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gain (loss) from discontinued operations, net of income tax</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(200</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">362</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(258</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) attributable to Ciber, Inc. </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,833</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(356</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(167,206</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,963</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81,178</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79,206</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,776</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78,938</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dilutive effect of employee stock plans</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">787</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted weighted average shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81,178</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79,206</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,776</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79,725</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Continuing operations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.07</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.07</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Discontinued operations</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.01</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic and diluted earnings (loss) per share attributable to Ciber, Inc. </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.07</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.06</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:17px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Anti-dilutive securities omitted from the calculation</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,124</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,141</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,349</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,137</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The changes in the carrying amount of goodwill during the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">nine</font><font style="font-family:inherit;font-size:10pt;"> months ended </font><font style="font-family:inherit;font-size:10pt;">September 30, 2016</font><font style="font-family:inherit;font-size:10pt;">, were as follows:</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:50%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">International</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance at January 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,055</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133,681</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256,736</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill Impairment</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(115,483</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(115,483</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sale of assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,620</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,620</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of foreign exchange rate changes</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,048</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,048</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance at September 30, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133,681</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133,681</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:</font></div><div style="line-height:120%;padding-bottom:13px;text-align:center;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.828125%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Nine Months Ended September 30,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cross-currency option</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(57</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">511</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(340</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">952</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,304</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total realized and unrealized gain (loss) on derivatives</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">511</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(313</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">952</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,247</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended September 30, 2016, are as follows:</font></div><div style="line-height:120%;text-align:center;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:67%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Employee Severance and Termination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Professional Fees, Office Closures and Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring liability, as of January 1, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,791</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">990</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,781</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash paid</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,746</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,746</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange rate changes</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring liability, as of September 30, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">990</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,075</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following presents financial information about our reportable segments: </font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:53%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Nine Months Ended September 30,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="15" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">International</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46,722</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82,837</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">193,719</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">268,819</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97,569</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110,031</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">292,249</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">324,423</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">812</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">838</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,365</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,459</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inter-segment</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(757</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,105</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,024</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,151</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenues</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">144,346</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">192,601</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">485,309</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">592,550</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating income (loss) from continuing operations:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">International</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,249</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,556</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,358</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,194</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,186</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,266</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,625</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,649</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">203</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">173</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate expenses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12,421</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12,225</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40,290</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34,699</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating income (loss) from continuing operations before goodwill impairment, amortization, litigation settlements and restructuring charges</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15,455</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,645</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(45,820</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,317</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill impairment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(115,483</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of intangible assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(323</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(55</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,349</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(162</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Litigation settlements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,496</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,496</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring charges</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(417</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,002</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,156</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,738</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total operating income (loss) from continuing operations</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20,691</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,588</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(169,304</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,417</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Segment Information</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following presents financial information about our reportable segments: </font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:53%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Nine Months Ended September 30,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;font-weight:bold;"> </font></div></td><td colspan="15" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(In thousands)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">International</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46,722</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82,837</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">193,719</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">268,819</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97,569</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110,031</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">292,249</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">324,423</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">812</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">838</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,365</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,459</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inter-segment</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(757</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,105</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,024</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,151</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenues</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">144,346</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">192,601</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">485,309</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">592,550</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating income (loss) from continuing operations:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">International</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,249</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,556</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,358</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,194</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,186</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,266</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,625</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,649</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">203</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">173</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate expenses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12,421</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12,225</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40,290</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34,699</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating income (loss) from continuing operations before goodwill impairment, amortization, litigation settlements and restructuring charges</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15,455</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,645</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(45,820</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,317</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill impairment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(115,483</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of intangible assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(323</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(55</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,349</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(162</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Litigation settlements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,496</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,496</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring charges</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(417</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,002</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,156</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,738</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total operating income (loss) from continuing operations</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20,691</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,588</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(169,304</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,417</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2016	Nov. 04, 2016
Document and Entity Information
Entity Registrant Name	CIBER INC
Entity Central Index Key	0000918581
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		81,646,269
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3

XML 20 R2.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REVENUES
Consulting services	$ 137,364	$ 180,490	$ 459,822	$ 558,790
Other revenue	6,982	12,111	25,487	33,760
Total revenues	144,346	192,601	485,309	592,550
OPERATING EXPENSES
Cost of consulting services	110,313	133,705	366,193	418,121
Cost of other revenue	4,323	7,273	14,640	19,386
Selling, general and administrative	45,165	48,978	150,296	142,726
Goodwill Impairment	0	0	115,483	0
Amortization of intangible assets	323	55	2,349	162
Litigation settlements	4,496	0	4,496	0
Restructuring charges	417	1,002	1,156	1,738
Total operating expenses	165,037	191,013	654,613	582,133
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS	(20,691)	1,588	(169,304)	10,417
Gain on sale of assets/entity	5,595	0	12,525	0
Interest expense	(545)	(377)	(1,792)	(1,118)
Other expense, net	(528)	(5)	(1,297)	(383)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(16,169)	1,206	(159,868)	8,916
Income tax expense	2,629	1,338	7,616	3,679
INCOME (LOSS) FROM CONTINUING OPERATIONS	(18,798)	(132)	(167,484)	5,237
Gain (loss) from discontinued operations, net of income tax	14	(200)	362	(258)
CONSOLIDATED NET INCOME (LOSS)	(18,784)	(332)	(167,122)	4,979
Net income attributable to noncontrolling interests	49	24	84	16
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC.	$ (18,833)	$ (356)	$ (167,206)	$ 4,963
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
Continuing operations (in dollars per share)	$ (0.23)	$ 0.00	$ (2.07)	$ 0.07
Discontinued operations (in dollars per share)	0.00	0.00	0.00	(0.01)
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share)	$ (0.23)	$ 0.00	$ (2.07)	$ 0.06
Weighted average shares outstanding:
Basic (in shares)	81,178	79,206	80,776	78,938
Diluted (in shares)	81,178	79,206	80,776	79,725

XML 21 R3.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Consolidated net income (loss)	$ (18,784)	$ (332)	$ (167,122)	$ 4,979
Foreign currency translation adjustments-gain (loss)	586	(3,193)	4,544	(10,779)
Comprehensive loss	(18,198)	(3,525)	(162,578)	(5,800)
Comprehensive income attributable to noncontrolling interests	49	24	84	16
Comprehensive loss attributable to Ciber, Inc.	$ (18,247)	$ (3,549)	$ (162,662)	$ (5,816)

XML 22 R4.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 6,434	$ 20,404
Restricted cash	2,850	0
Accounts receivable, net of allowances of $3,845 and $2,130, respectively	138,564	169,501
Other receivable-related party	452	0
Prepaid expenses and other current assets	23,979	26,340
Total current assets	172,279	216,245
Property and equipment, net of accumulated depreciation of $33,609 and $37,849, respectively	19,533	22,447
Goodwill	133,681	256,736
Intangibles, net	3,751	1,544
Other assets	5,083	5,299
TOTAL ASSETS	334,327	502,271
Current liabilities:
Current portion of long-term debt	39,369	0
Accounts payable	22,740	34,980
Accrued compensation and related liabilities	24,607	31,152
Deferred revenue	8,340	14,238
Income taxes payable	437	575
Other accrued expenses and liabilities	28,586	29,384
Total current liabilities	124,079	110,329
Long-term debt	0	32,680
Deferred income taxes, net	33,428	30,571
Other long-term liabilities	14,420	8,794
Total liabilities	171,927	182,374
Commitments and contingencies
Ciber, Inc. shareholders' equity:
Preferred stock, $0.01 par value, 1,000 shares authorized, no shares issued	0	0
Common stock, $0.01 par value, 100,000 shares authorized, 81,347 and 80,057 shares issued, respectively	813	801
Treasury stock, at cost, 29 and 32 shares, respectively	(33)	(113)
Additional paid-in capital	375,084	369,228
Accumulated deficit	(185,976)	(17,903)
Accumulated other comprehensive loss	(28,158)	(32,702)
Total Ciber, Inc. shareholders' equity	161,730	319,311
Noncontrolling interests	670	586
Total equity	162,400	319,897
TOTAL LIABILITIES AND EQUITY	$ 334,327	$ 502,271

XML 23 R5.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accounts receivable, allowances (in dollars)	$ 3,845	$ 2,130
Property and equipment, accumulated depreciation (in dollars)	$ 33,609	$ 37,849
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	81,347,000	80,057,000
Treasury stock, shares (in shares)	29,000	32,000

XML 24 R6.htm IDEA: XBRL DOCUMENT

Consolidated Statement of Shareholders' Equity (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated deficit	Accumulated Other Comprehensive Loss	Total Ciber, Inc. Shareholders' Equity	Noncontrolling Interests
BALANCES (in shares) at Dec. 31, 2015		80,057	(32)
BALANCES at Dec. 31, 2015	$ 319,897	$ 801	$ (113)	$ 369,228	$ (17,903)	$ (32,702)	$ 319,311	$ 586
Increase (Decrease) in Stockholders' Equity
Consolidated net income	(167,122)				(167,206)		(167,206)	84
Foreign currency translation	4,544					4,544	4,544
Shares issued under employee share plans, net (in shares)		1,290	3
Shares issued under employee share plans, net	(272)	$ 12	$ 80	503	(867)		(272)
Share-based compensation	5,353			5,353			5,353
BALANCES (in shares) at Sep. 30, 2016		81,347	(29)
BALANCES at Sep. 30, 2016	$ 162,400	$ 813	$ (33)	$ 375,084	$ (185,976)	$ (28,158)	$ 161,730	$ 670

XML 25 R7.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income (loss)	$ (167,122)	$ 4,979
Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities:
(Gain) loss from discontinued operations	(362)	258
Goodwill Impairment	115,483	0
Gain on sale of assets/entity	(12,525)	0
Depreciation	4,388	4,115
Amortization of intangible assets	2,349	162
Deferred income tax expense	3,170	2,858
Provision for doubtful receivables	2,079	343
Share-based compensation expense	5,353	5,850
Amortization of debt costs	570	570
Other, net	163	912
Changes in operating assets and liabilities:
Accounts receivable	19,270	(4,770)
Other current and long-term assets	(1,251)	(3,834)
Accounts payable	(10,602)	(5,935)
Accrued compensation and related liabilities	(9,193)	(24,128)
Other current and long-term liabilities	(3,240)	(16,006)
Income taxes payable/refundable	(1,284)	2,735
Cash used in operating activities — continuing operations	(52,754)	(31,891)
Cash used in operating activities — discontinued operations	(161)	(512)
Cash used in operating activities	(52,915)	(32,403)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets/entity	33,614	0
Proceeds from sale of assets/entity-restricted cash	5,700	0
Purchases of property and equipment, net	(9,053)	(6,288)
Cash provided by (used in) investing activities — continuing operations	30,261	(6,288)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on debt	216,380	263,138
Payments on debt	(209,917)	(244,476)
Employee stock purchases and options exercised	515	1,172
Purchase of shares for employee tax withholdings	(786)	(1,194)
Purchase of noncontrolling interest	0	(4,991)
Purchase of treasury stock	0	(1,665)
Cash provided by financing activities — continuing operations	6,192	11,984
Effect of foreign exchange rate changes on cash and cash equivalents	2,492	(998)
Net decrease in cash and cash equivalents	(13,970)	(27,705)
Cash and cash equivalents, beginning of period	20,404	45,858
Cash and cash equivalents, end of period	$ 6,434	$ 18,153

XML 26 R8.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Consolidated Financial Statements include the accounts of Ciber, Inc. and its wholly-owned subsidiaries (together, “Ciber,” “the Company,” “we,” “our,” or “us”) and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the year ended December 31, 2015. Management believes the accompanying unaudited Consolidated Financial Statements reflect all adjustments, including normal recurring items and restructuring and other items, considered necessary for a fair statement of results for the interim periods presented. The results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the results of operations for the full fiscal year. As fully explained in Note 5, due to the balance available for borrowing under our Asset Based Lending Facility (“ABL Facility”) falling below $15 million during the three and nine months ended September 30, 2016, we became subject to certain covenants including a Fixed Charge Coverage Ratio. We were not in compliance with the Fixed Charge Coverage Ratio covenant during the first quarter 2016 and subsequently. The amount due under the ABL Facility is classified as a current liability in our balance sheet at September 30, 2016 as a result of this non-compliance, due to the fact that our lender has the right to accelerate the indebtedness making it due and payable immediately. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. Our lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility have been limited. Management obtained a covenant waiver and amendment, and a further amendment, each subsequent to September 30, 2016 and continues to actively engage with Wells Fargo Bank NA ("Wells Fargo"). Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation, the Company can continue to operate for the foreseeable future, although this cannot be assured. Additionally, the Company has announced that its Board of Directors has engaged a strategic adviser to assist in exploring strategic alternatives for the Company, which could include a potential financing, refinancing, or a merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of Ciber’s business. No decision has been made as to whether the Company will engage in a transaction resulting from the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction. While management intends to execute upon the aforementioned plans, which would result in additional funds being raised and extension of the debt maturity, in the absence of such transactions management currently forecasts that it will not be able to timely satisfy its obligations on May 7, 2017, the currently scheduled maturity date of the debt. The financial statements have been prepared assuming the Company is a going concern. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The core principle of the standard is when an entity transfers goods or services to customers, it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. In March, April, and May 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" ("ASU 2016-08"), ASU No. 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"), and ASU No. 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"), respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2018, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. ASU 2014-09 is expected to be effective for annual periods beginning after December 15, 2017, and for interim periods within that year, and allows for both retrospective and prospective methods of adoption. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements, as well as which transition method we intend to use. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements, other than the required disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which is intended to increase transparency and comparability among organizations by recognizing all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. This standard is to be applied with a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2016-15, "Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments". This standard clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements. Adopted Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-4)” which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. This update is effective for interim and annual periods beginning after December 15, 2015 and we have elected to adopt the guidance prospectively. The adoption of this guidance did not have an impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this guidance did not have an impact on our consolidated financial statements. Stock and Other Compensation On January 26, 2015, June 24, 2015, July 1, 2015 and August 10, 2015, we granted 79,761, 69,558, 47,550 and 5,000 Performance Based Restricted Share Units ("PRSUs"), respectively, to our executives. On January 1, 2016, we granted 201,868 PRSUs to our executives. The performance conditions include both an internal performance condition and an external market-based condition. We have valued the external market-based condition using a Monte Carlo approach. Probability of reaching the internal performance condition is assessed quarterly and the associated expense is adjusted based on the target expected to be achieved. There is the potential for 441,072 shares of common stock to vest under these grants if maximum performance targets are achieved. There were no shares that vested and 104,692 shares forfeited during 2016. In connection with the payment of cash bonuses to certain of the Company’s employees, on June 29, 2016, the Company erroneously initiated the payment of $760,000 and $100,000, respectively, to our Chief Executive Officer ("CEO"), Michael Boustridge, and to our Chief Financial Officer, Christian Mezger. The Compensation Committee subsequently determined that these bonus payments to our our Chief Executive Officer and Chief Financial Officer were not duly authorized by the Compensation Committee, as required by its charter and NYSE rules, due to miscommunication at the committee level. The Compensation Committee requested that these amounts be repaid, net of tax. Mr. Mezger repaid the amount prior to September 30, 2016 and Mr. Boustridge repaid the amount subsequent to the end of the third quarter. The Compensation and Audit Committees have taken steps to strengthen the processes which led to the miscommunication, including the expansion and size of the Compensation Committee and the engagement of an outside third party to review the processes and recommend steps to remediate, and the Company is implementing the recommended changes. Fair Value Authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: •Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. •Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. •Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. The Company estimates the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierarchy. Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business. The carrying value of the outstanding borrowings under the Company's ABL Facility, as defined in Note 5, approximates its fair value as (1) it is based on a variable rate that changes based on market conditions and (2) the margin applied to the variable rate is based on Ciber's credit risk, which has not changed since entering into the facility in May 2012. If Ciber's credit risk were to change, we would estimate the fair value of our borrowings using a discounted cash flow analysis based on current rates expected to be available from the lender for similar types of debt. The inputs used to establish the fair value of the ABL Facility are considered to be Level 2 of the GAAP Valuation hierarchy.

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Divestitures	9 Months Ended
Divestitures	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Divestitures	Divestitures Ciber Nederland B.V. On June 16, 2016 ("the Closing Date"), the Company completed a sale of certain assets and liabilities ("the Netherlands Sale") of Ciber Nederland, B.V. ("Ciber Nederland"), which has been reported as a part of the Company's International segment, for a cash purchase price of $25.0 million ("the Purchase Price"). The Purchase Price includes $5.0 million to be held in escrow ("the Escrow Amount") to be released in equal parts at 12 and 18 months from the Closing Date. The current portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Restricted cash. The long-term restricted portion of the Escrow Amount is $2.5 million and is recorded on the Consolidated Balance Sheets as Other assets. Subsequent to quarter end, the Purchase Price was adjusted by $3.9 million for working capital, resulting in proceeds of $28.9 million. The purchase price also is subject to a purchase price adjustment six months after closing with respect to the retention of certain Ciber Nederland customers, which adjustment is capped at the Escrow Amount. Until the resolution of contingencies, the $5.0 million in escrow has been excluded from estimated gain calculations. The gain on the sale of assets was $6.9 million for the six months ended June 30, 2016 and was adjusted downward $0.2 million, related to additional adjustments in working capital, to record a total of $6.7 million gain in the nine months ended September 30, 2016. This gain will also be adjusted after resolution of contingencies in the purchase price, allowing for the potential release of amounts in escrow. Ciber Norge AS On August 26, 2016 (the “Closing Date”), the Company completed a sale of Ciber Norge AS., which has been reported as part of the Company's International segment, for a cash purchase price of $7.0 million, (the “Purchase Price”) which includes $0.7 million to be held in escrow (the “Escrow Amount”), to be released in equal parts at 12 and 18 months from the Closing Date. The current portion of the Escrow Amount is $0.35 million and is recorded on the Consolidated Balance Sheets as Restricted cash. The long-term restricted portion of the Escrow Amount is $0.35 million and is recorded on the Consolidated Balance Sheets as Other assets. The Purchase Price was adjusted by $3.4 million for working capital, resulting in proceeds of $10.4 million. The Purchase Price also is subject to a purchase price adjustment twelve months after closing with respect to the retention of certain Ciber Norge customers, which adjustment is capped at $1.75 million. Until the resolution of contingencies, the $1.75 million has been excluded from gain calculations. The gain on the sale of assets was $5.0 million for the nine months ended September 30, 2016 and will be adjusted after resolution of contingencies in the purchase price, allowing for the potential release of amounts in escrow. Ciber Sweden On September 19, 2016, the Company completed a sale of certain assets and liabilities of Consultants in Business, Engineering and Research Sweden AB, (“Ciber Sweden”), which has been reported as a part of the Company's International segment, for a cash purchase price of $1.0 million (the “Purchase Price”). The Purchase Price was subject to a purchase price adjustment on or prior to the closing with respect to the retention of certain Ciber Sweden consultants, which adjustment is capped at 15% of the Purchase Price. Subsequent to quarter end, the Purchase Price was adjusted downward by $0.1 million, resulting in proceeds of $0.9 million. The gain on the sale of assets was $0.9 million for the nine months ended September 30, 2016 and will be adjusted after resolution of contingencies in the purchase price.

- Definition

The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=51716988&loc=SL51721533-107759

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 205
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-Section 50
-Paragraph 4B
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-URI http://asc.fasb.org/extlink&oid=51717284&loc=SL51721675-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=51719941&loc=SL51724579-110230

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 4A
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=51719941&loc=d3e2941-110230

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=51717284&loc=d3e1361-107760

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI http://asc.fasb.org/extlink&oid=51717284&loc=SL51721673-107760

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=51717284&loc=SL51721659-107760

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 5D
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=51717284&loc=SL51721683-107760

+ Details

XML 28 R10.htm IDEA: XBRL DOCUMENT

Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Our computation of earnings (loss) per share — basic and diluted is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands, except per share amounts)
Numerator:
Net income (loss) from continuing operations	$	(18,798	)	$	(132	)	$	(167,484	)	$	5,237
Net income attributable to noncontrolling interests	49			24			84			16
Net income (loss) attributable to Ciber, Inc. from continuing operations	(18,847		)	(156		)	(167,568		)	5,221
Gain (loss) from discontinued operations, net of income tax	14			(200		)	362			(258		)
Net income (loss) attributable to Ciber, Inc.	$	(18,833	)	$	(356	)	$	(167,206	)	$	4,963

Denominator:
Basic weighted average shares outstanding	81,178			79,206			80,776			78,938
Dilutive effect of employee stock plans	—			—			—			787
Diluted weighted average shares outstanding	81,178			79,206			80,776			79,725

Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
Continuing operations	$	(0.23	)	$	—		$	(2.07	)	$	0.07
Discontinued operations	—			—			—			(0.01		)
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.	$	(0.23	)	$	—		$	(2.07	)	$	0.06

Anti-dilutive securities omitted from the calculation	4,124			4,141			4,349			3,137

XML 29 R11.htm IDEA: XBRL DOCUMENT

Goodwill

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Upon completing step one of the impairment test for each reporting unit, the Company determined that the fair value of the North America reporting unit was greater than the carrying value by approximately 30%. It was determined that the fair value of International reporting unit was less than the carrying value by approximately 30%, thus indicating potential impairment and requiring step two analysis.

The Company performed the second step of the goodwill test to determine the implied fair value of goodwill for the International reporting unit. The estimated implied fair value of goodwill, with respect to March 31, 2016, was determined in a consistent manner utilized to estimate the amount of goodwill recognized in a business combination. As a result, we calculated the estimated fair value of certain non-recorded assets, including customer relationships, trade name and workforce. The implied fair value of goodwill was measured as the excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the reporting unit was measured by the amount that the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment using reasonable estimates for the theoretical purchase price allocation, we recognized an impairment charge of $85.9 million in the three months ended March 31, 2016, which represented 69% of the goodwill of the International reporting unit prior to the impairment charge. The impairment charge in our International reporting unit was primarily a result of the decreased operating performance of the reporting unit, including a lag in new sales and our inability to achieve operational efficiencies.

The changes in the carrying amount of goodwill during the nine months ended September 30, 2016, were as follows:



	International			North America		Total
	(In thousands)
Balance at January 1, 2016	$	123,055		$	133,681	$	256,736
Goodwill Impairment	(115,483		)	—		(115,483		)
Sale of assets	(8,620		)	—		(8,620		)
Effect of foreign exchange rate changes	1,048			—		1,048
Balance at September 30, 2016	$	—		$	133,681	$	133,681

XML 30 R12.htm IDEA: XBRL DOCUMENT

Borrowings	9 Months Ended
Borrowings	Sep. 30, 2016
Debt Disclosure [Abstract]
Borrowings	Borrowings As of September 30, 2016, the Company has an ABL Facility of up to $54 million with Wells Fargo. The maximum amount available for borrowing at any time under such line of credit is determined according to a borrowing base valuation of eligible account receivables, which was $44.4 million at September 30, 2016. The ABL Facility provides for borrowings in the United States, the United Kingdom and Germany and matures on May 7, 2017. As of September 30, 2016, the Company had $39.7 million outstanding under the ABL Facility. The Company expects borrowings to fluctuate based on working capital needs. The Company's obligations under the ABL Facility are guaranteed by the Company and are secured by substantially all of the Company's U.S., the Netherlands, United Kingdom, and German assets. The ABL Facility includes a number of business covenants, including customary limitations on, among other things, indebtedness, liens, investments, guarantees, mergers, dispositions, acquisitions, liquidations, dissolutions, issuances of securities, payments of dividends, loans and advances, and transactions with affiliates. On June 16, 2016, we amended our ABL Facility with Wells Fargo in connection with Wells Fargo's consent to the Netherlands Sale. As a result of this amendment and the sale of assets in the Netherlands Sale, the maximum borrowing base under the ABL Facility was reduced from $60 million to $54 million. The ABL Facility can be prepaid in whole or in part at any time. The ABL Facility must be repaid to the extent that any borrowings exceed the maximum availability allowed under the ABL Facility. The Company is required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA (as defined in the ABL Facility) to consolidated fixed charges of 1.1/1.0 (the "Fixed Charge Coverage Ratio") if (i) an event of default has occurred and is continuing, (ii) Ciber fails to maintain excess availability of at least the greater of (i) $15 million or (ii) an amount equal to 25% of the aggregate amount of the commitments at any time. The Company must then continue to comply with the minimum trailing 12-month fixed charge coverage ratio until (1) no event of default is continuing and (2) excess availability has equaled or exceeded the greater of (a) $15 million or (b) an amount equal to 25% of the aggregate amount of the commitments for 30 consecutive days. Due to the balance available for borrowing falling below $15 million during the nine months ended September 30, 2016, the Company became subject to the Fixed Charge Coverage Ratio and the Company was not in compliance with the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently. Due to the default in the Fixed Charge Coverage Ratio during the first quarter of 2016 and subsequently, the lender has the right to declare all outstanding debt under the ABL Facility immediately due and payable. The amount due under the ABL Facility is classified as a current liability in our balance sheet at September 30, 2016 as a result of this non-compliance. Additionally, the maturity date of the ABL Facility is May 7, 2017, therefore requiring classification as a current liability. The Company's lender has not requested full payment of the facility, but if such action occurred, the Company believes it may not be able to immediately pay the amount due upon request. Further, due to the default, the Company’s ability to draw additional amounts from the ABL Facility could be limited. The ABL Facility also contains certain requirements relating to perfection of security interests of the Loan Parties (as defined in the ABL Facility), as well as an affirmative solvency (as defined in the ABL Facility) representation applicable as of the date of the making of any Revolving Loan (as defined in the ABL Facility) or any other extension of credit. During the nine months ended September 30, 2016, Wells Fargo notified us that it had become subject to, and waived an event of default relating to an additional perfection notice requirement that had become applicable to the German borrowers, which we began to comply with in March 2016 and this requirement continues to be applicable to us. In May 2016, Wells Fargo notified us that we were not in compliance with a similar perfection notice requirement applicable to the Dutch borrowers that was applicable to us during the nine months ended September 30, 2016. In addition, the ABL Facility includes ongoing representations including solvency of the Company. Based on the ABL Facility definition of solvency, which includes the ability to pay amounts due on the prescribed invoice due dates, the Company may have breached the solvency representation during the nine months ended September 30, 2016, and may be in breach of that representation at the time of each subsequent borrowing under the ABL Facility. This may limit future borrowings under the ABL Facility. The ABL Facility provides that Wells Fargo would take dominion over the Company's U.S. cash and cash receipts and would automatically apply such amounts to the ABL Facility on a daily basis if (a) an event of default has occurred and is continuing or (b) Ciber fails to maintain excess availability of at least the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments at any time. During such times as was applicable during the nine months ended September 30, 2016, and subsequently, Wells Fargo had the ability to exercise dominion over the Company's U.S. cash and cash receipts. During the second quarter of 2016, Wells Fargo began to exercise its right to apply the Company's U.S. cash and cash receipts to the ABL Facility. Wells Fargo will continue to have dominion over the Company's U.S. cash and cash receipts until (a) no event of default is continuing and (b) excess availability has equaled or exceeded the greater of (i) $10 million or (ii) an amount equal to 16 2/3% of the aggregate amount of the commitments under the ABL Facility for 30 consecutive days. In addition, at all times during the term of the ABL Facility, Wells Fargo would have dominion over the cash of the United Kingdom, Dutch, and German borrowers when a balance is outstanding to those entities and would automatically apply such amounts to the ABL Facility on a daily basis. As a result, if the Company has any outstanding borrowings that are subject to the bank's dominion, such amounts would be classified as a current liability on the Consolidated Balance Sheet. At September 30, 2016, we had $2.3 million and $37.4 million of foreign and US borrowings, respectively, that were subject to the bank's dominion and are classified as a current liability on our balance sheet. On October 27, 2016, the Company, entered into a waiver and amendment to the ABL Facility with Wells Fargo ("Amendment No. 7"). Amendment No. 7 provides for, among other things: (1) a waiver of existing events of default from March 31, 2016 to September 30, 2016; (2) an adjustment to the fixed charge coverage ratio to 1.05 to 1.0 for the periods January 2017 to April 2017; (3) changes to the applicable margin and the elimination of LIBOR rate loans; (4) consent to and the release of the assets sold in the European Refinancing (as defined below); (5) the reduction of the maximum revolver amount from $54 million to $44 million; (6) elimination of the Company’s borrowing capacity in the United Kingdom and Germany; (7) changes to the US borrowing base; (8) an availability block; (9) consent for the Company’s Spanish subsidiary to enter into a similar receivables purchase agreement with Faunus Group International, Inc. ("FGI"); and (10) consent to the sale of the equity interests or substantially all of the assets of the Company’s Danish, Finnish and Australian subsidiaries, subject to certain conditions. Amendment No. 7 also imposes new conditions, including: (1) a cash forecast requirement, including minimum weekly receipts and maximum weekly disbursements; (2) a requirement that the Company engage and retain a strategic advisor to prepare a confidential information memorandum and receive a letter of intent no later than November 1, 2016 regarding a potential financing, refinancing (other than the European Refinancing), or any merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of the Company’s business with aggregate proceeds of at least $25 million, to be completed no later than December 31, 2016; (3) a requirement that the Company retain at all times a financial advisor; (4) the establishment of certain specified reserves; and (5) the establishment of certain additional fees under the ABL Facility. As of November 8, 2016, the Company is meeting its obligations relative to the Amendment No. 7 milestones. On November 3, 2016, we entered into an additional amendment ("Amendment No. 8") to the Credit Agreement, to postpone an increase to the availability block and to delay the implementation of certain changes to the U.S. borrowing base, as otherwise provided for in Amendment No. 7. The impact of Amendment No. 8 is to provide additional liquidity of approximately $5.0 million in the immediate term. On October 27, 2016, certain United Kingdom and German subsidiaries of the Company (the "European Borrowers")entered into receivables purchase agreements (the “Receivables Purchase Agreements”) with FGI pursuant to which the European Borrowers will sell certain receivables to FGI (the “European Refinancing”). Under the Receivables Purchase Agreements, the European Borrowers will sell 80% of their respective Eligible Receivables, subject to a discount rate of the greater of 5.25% per annum or 4.50% above the calendar monthly average of 90 day US LIBOR for prepayments. The proceeds at closing were approximately $6.3 million. The obligations of the European Borrowers under the Receivables Purchase Agreements are secured by substantially all of the assets of the European Borrowers. The original term of the European Refinancing is three years. If the European Borrowers terminate the Receivables Purchase Agreements during the first, second, or third year of the original term, FGI will charge a termination fee of 3.0%, 2.0% or 1.0% of the facility amount, respectively. The Receivables Purchase Agreements do not contain financial or operational covenants, but can be terminated at will by FGI. The Receivables Purchase Agreements generally contain customary representations, warranties, covenants, and events of default and termination for facilities of this type. Management evaluated its working capital, cash flows, operating, investing and transactional forecasts and currently believes, based on this evaluation that the Company can continue to operate for the foreseeable future, although this cannot be assured. There can be no assurance that we will achieve or be in compliance with these bank covenants until operating cash flow improves. Additionally, the Company has announced that its Board of Directors has engaged a strategic adviser to assist in exploring strategic alternatives for the Company, which could include a potential financing, refinancing, or a merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of Ciber’s business. No decision has been made as to whether the Company will engage in a transaction resulting from the consideration of strategic alternatives and there can be no assurance that any transaction will occur or, if undertaken, the terms or timing of such a transaction. Management believes that other sources of credit or financing might be available to the Company. However, it cannot predict at this time what types of credit or financing might be available in the future, if any. The Company can also not predict whether the costs of such credit or financing, or the terms of any new amended or new facility, would be materially less favorable to the Company.

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Financial Instruments

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
	(In thousands)
Cross-currency option	$	—	$	27		$	—	$	(57	)
Foreign currency forward contracts	511		(340		)	952		1,304
Total realized and unrealized gain (loss) on derivatives	$	511	$	(313	)	$	952	$	1,247

The following table summarizes our outstanding foreign currency forward contracts at September 30, 2016:



Currency Purchased Forward		Currency Sold Forward		Maturity Date

AUD	3,900,000	EUR	2,658,849	10/31/2016
EUR	5,340,454	USD	6,000,000	10/31/2016
EUR	10,250,000	GBP	8,887,160	10/31/2016
INR	261,387,750	USD	3,900,000	10/31/2016
INR	323,893,630	EUR	4,300,000	10/31/2016

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Income Taxes

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Income (loss) from continuing operations before income taxes:
U.S.	$	(4,749	)	$	(1,200	)	$	(23,818	)	$	1,982
Foreign	(11,420		)	2,406			(136,050		)	6,934
Total	$	(16,169	)	$	1,206		$	(159,868	)	$	8,916

Income tax expense:
U.S.	$	732		$	696		$	1,885		$	2,037
Foreign	1,897			642			5,731			1,642
Total	$	2,629		$	1,338		$	7,616		$	3,679

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Restructuring Charges

9 Months Ended

Sep. 30, 2016

Restructuring and Related Activities [Abstract]

Restructuring Charges

The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended September 30, 2016, are as follows:



	Employee Severance and Termination			Professional Fees, Office Closures and Other		Total
	(In thousands)
Restructuring liability, as of January 1, 2016	$	1,791		$	990	$	2,781
Cash paid	(1,746		)	—		(1,746		)
Foreign exchange rate changes	40			—		40
Restructuring liability, as of September 30, 2016	$	85		$	990	$	1,075

XML 34 R16.htm IDEA: XBRL DOCUMENT

Segment Information

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Information

The following presents financial information about our reportable segments:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Revenues:
International	$	46,722		$	82,837		$	193,719		$	268,819
North America	97,569			110,031			292,249			324,423
Other	812			838			2,365			2,459
Inter-segment	(757		)	(1,105		)	(3,024		)	(3,151		)
Total revenues	$	144,346		$	192,601		$	485,309		$	592,550

Operating income (loss) from continuing operations:
International	$	(8,249	)	$	4,556		$	(18,358	)	$	16,194
North America	5,186			10,266			12,625			30,649
Other	29			48			203			173
Corporate expenses	(12,421		)	(12,225		)	(40,290		)	(34,699		)
Operating income (loss) from continuing operations before goodwill impairment, amortization, litigation settlements and restructuring charges	(15,455		)	2,645			(45,820		)	12,317
Goodwill impairment	—			—			(115,483		)	—
Amortization of intangible assets	(323		)	(55		)	(2,349		)	(162		)
Litigation settlements	(4,496		)	—			(4,496		)	—
Restructuring charges	(417		)	(1,002		)	(1,156		)	(1,738		)
Total operating income (loss) from continuing operations	$	(20,691	)	$	1,588		$	(169,304	)	$	10,417

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8906-108599

+ Details

XML 35 R17.htm IDEA: XBRL DOCUMENT

Contingencies	9 Months Ended
Contingencies	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies We are subject to various claims and litigation that arise in the ordinary course of business. The litigation process is inherently uncertain. Therefore, the outcome of such matters is not predictable. For the nine months ended September 30, 2016, the Company recorded $4.5 million in Litigation settlements on its Consolidated Statements of Operations related to settled litigation matters. As previously reported, a lawsuit titled CamSoft Data Systems, Inc. v. Southern Electronics, et al., was filed initially in October 2009 in Louisiana state court against numerous defendants, including Ciber. The lawsuit was subsequently removed to federal court in the Middle District of Louisiana and the complaint was amended to include additional defendants and causes of action including antitrust claims, civil RICO claims, unfair trade practices, trade secret, fraud, unjust enrichment, and conspiracy claims. The suit involves many of the same parties involved in related litigation in the state court in New Orleans, which was concluded in 2009 when Ciber settled the New Orleans suit with the plaintiffs, Active Solutions and Southern Electronics, who were CamSoft's former alleged joint venturers and are now co-defendants in the current lawsuit. Proceedings in the federal appellate courts concluded in January 2015 with the matter remanded back to state court. Ciber is vigorously defending the allegations. Based on information known to us, we have established a reserve that we believe represents a probable estimate of the loss. We are unable to predict the outcome of this litigation. A lawsuit titled Pennsylvania Turnpike Commission. v. Ciber, Inc., and Dennis Miller was filed in January 2015 in Pennsylvania state court against Ciber and a former employee. The complaint generally alleges breach of contract, negligent misrepresentation, violation of an anti-bid-rigging statute and procurement code, and conspiracy to commit fraud with and by Ciber’s own employee. These claims arise out of a project in 2004-2008 to implement a new finance and administrative system for the Pennsylvania Turnpike Commission (“PTC”). PTC alleges $38 million in damages. We believe the claims are without merit and Ciber is vigorously defending against these allegations. At this time, we are unable to predict the outcome of this litigation.

XML 36 R18.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Recent Accounting Pronouncements and Adopted Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The core principle of the standard is when an entity transfers goods or services to customers, it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. In March, April, and May 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" ("ASU 2016-08"), ASU No. 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-10"), and ASU No. 2016-12 "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" ("ASU 2016-12"), respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2018, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. ASU 2014-09 is expected to be effective for annual periods beginning after December 15, 2017, and for interim periods within that year, and allows for both retrospective and prospective methods of adoption. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements, as well as which transition method we intend to use. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements, other than the required disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which is intended to increase transparency and comparability among organizations by recognizing all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. This standard is to be applied with a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of implementing this guidance on our consolidated financial statements. In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2016-15, "Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments". This standard clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. We do not anticipate that this guidance will materially impact our consolidated financial statements. Adopted Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-4)” which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. This update is effective for interim and annual periods beginning after December 15, 2015 and we have elected to adopt the guidance prospectively. The adoption of this guidance did not have an impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this guidance did not have an impact on our consolidated financial statements.
Fair Value	Fair Value Authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: •Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. •Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. •Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. The Company estimates the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierarchy. Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business. The carrying value of the outstanding borrowings under the Company's ABL Facility, as defined in Note 5, approximates its fair value as (1) it is based on a variable rate that changes based on market conditions and (2) the margin applied to the variable rate is based on Ciber's credit risk, which has not changed since entering into the facility in May 2012. If Ciber's credit risk were to change, we would estimate the fair value of our borrowings using a discounted cash flow analysis based on current rates expected to be available from the lender for similar types of debt. The inputs used to establish the fair value of the ABL Facility are considered to be Level 2 of the GAAP Valuation hierarchy.

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Earnings (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Schedule of computation of earnings (loss) per share - basic and diluted

Our computation of earnings (loss) per share — basic and diluted is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands, except per share amounts)
Numerator:
Net income (loss) from continuing operations	$	(18,798	)	$	(132	)	$	(167,484	)	$	5,237
Net income attributable to noncontrolling interests	49			24			84			16
Net income (loss) attributable to Ciber, Inc. from continuing operations	(18,847		)	(156		)	(167,568		)	5,221
Gain (loss) from discontinued operations, net of income tax	14			(200		)	362			(258		)
Net income (loss) attributable to Ciber, Inc.	$	(18,833	)	$	(356	)	$	(167,206	)	$	4,963

Denominator:
Basic weighted average shares outstanding	81,178			79,206			80,776			78,938
Dilutive effect of employee stock plans	—			—			—			787
Diluted weighted average shares outstanding	81,178			79,206			80,776			79,725

Basic and diluted earnings (loss) per share attributable to Ciber, Inc.:
Continuing operations	$	(0.23	)	$	—		$	(2.07	)	$	0.07
Discontinued operations	—			—			—			(0.01		)
Basic and diluted earnings (loss) per share attributable to Ciber, Inc.	$	(0.23	)	$	—		$	(2.07	)	$	0.06

Anti-dilutive securities omitted from the calculation	4,124			4,141			4,349			3,137

XML 38 R20.htm IDEA: XBRL DOCUMENT

Goodwill (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying amount of goodwill

The changes in the carrying amount of goodwill during the nine months ended September 30, 2016, were as follows:



	International			North America		Total
	(In thousands)
Balance at January 1, 2016	$	123,055		$	133,681	$	256,736
Goodwill Impairment	(115,483		)	—		(115,483		)
Sale of assets	(8,620		)	—		(8,620		)
Effect of foreign exchange rate changes	1,048			—		1,048
Balance at September 30, 2016	$	—		$	133,681	$	133,681

XML 39 R21.htm IDEA: XBRL DOCUMENT

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments, Gain (Loss)

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
	(In thousands)
Cross-currency option	$	—	$	27		$	—	$	(57	)
Foreign currency forward contracts	511		(340		)	952		1,304
Total realized and unrealized gain (loss) on derivatives	$	511	$	(313	)	$	952	$	1,247

Schedule of Derivative Instruments

The following table summarizes our outstanding foreign currency forward contracts at September 30, 2016:



Currency Purchased Forward		Currency Sold Forward		Maturity Date

AUD	3,900,000	EUR	2,658,849	10/31/2016
EUR	5,340,454	USD	6,000,000	10/31/2016
EUR	10,250,000	GBP	8,887,160	10/31/2016
INR	261,387,750	USD	3,900,000	10/31/2016
INR	323,893,630	EUR	4,300,000	10/31/2016

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41641-113959

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624163-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41678-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41638-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5580258-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579245-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579240-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41620-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

XML 40 R22.htm IDEA: XBRL DOCUMENT

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of U.S. and foreign income (loss) before income taxes as well as income tax expense (benefit)

Current period U.S. and foreign income (loss) before income taxes as well as income tax expense were as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Income (loss) from continuing operations before income taxes:
U.S.	$	(4,749	)	$	(1,200	)	$	(23,818	)	$	1,982
Foreign	(11,420		)	2,406			(136,050		)	6,934
Total	$	(16,169	)	$	1,206		$	(159,868	)	$	8,916

Income tax expense:
U.S.	$	732		$	696		$	1,885		$	2,037
Foreign	1,897			642			5,731			1,642
Total	$	2,629		$	1,338		$	7,616		$	3,679

XML 41 R23.htm IDEA: XBRL DOCUMENT

Restructuring Charges (Tables)

9 Months Ended

Sep. 30, 2016

2014 Plan

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

The changes in our 2014 Plan restructuring liabilities, which are primarily recorded in other accrued expenses, during the six months ended September 30, 2016, are as follows:



	Employee Severance and Termination			Professional Fees, Office Closures and Other		Total
	(In thousands)
Restructuring liability, as of January 1, 2016	$	1,791		$	990	$	2,781
Cash paid	(1,746		)	—		(1,746		)
Foreign exchange rate changes	40			—		40
Restructuring liability, as of September 30, 2016	$	85		$	990	$	1,075

XML 42 R24.htm IDEA: XBRL DOCUMENT

Segment Information (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Schedule of financial information about reportable segments

The following presents financial information about our reportable segments:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Revenues:
International	$	46,722		$	82,837		$	193,719		$	268,819
North America	97,569			110,031			292,249			324,423
Other	812			838			2,365			2,459
Inter-segment	(757		)	(1,105		)	(3,024		)	(3,151		)
Total revenues	$	144,346		$	192,601		$	485,309		$	592,550

Operating income (loss) from continuing operations:
International	$	(8,249	)	$	4,556		$	(18,358	)	$	16,194
North America	5,186			10,266			12,625			30,649
Other	29			48			203			173
Corporate expenses	(12,421		)	(12,225		)	(40,290		)	(34,699		)
Operating income (loss) from continuing operations before goodwill impairment, amortization, litigation settlements and restructuring charges	(15,455		)	2,645			(45,820		)	12,317
Goodwill impairment	—			—			(115,483		)	—
Amortization of intangible assets	(323		)	(55		)	(2,349		)	(162		)
Litigation settlements	(4,496		)	—			(4,496		)	—
Restructuring charges	(417		)	(1,002		)	(1,156		)	(1,738		)
Total operating income (loss) from continuing operations	$	(20,691	)	$	1,588		$	(169,304	)	$	10,417

XML 43 R25.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Details) - USD ($)							9 Months Ended
	Jun. 29, 2016	Jan. 01, 2016	Aug. 10, 2015	Jul. 01, 2015	Jun. 24, 2015	Jan. 26, 2015	Sep. 30, 2016
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash bonus paid	$ 760,000
Chief Financial Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash bonus paid	$ 100,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PRSUs granted in the period (shares)		201,868	5,000	47,550	69,558	79,761
PRSUs vested during the period (shares)							0
PRSUs forfeited during the period (shares)							104,692
Performance Shares \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Potential vesting common stock (shares)							441,072
ABL Facility \| Wells Fargo Bank, N.A.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum amount available for borrowing for continuing compliance with 12-month fixed charge coverage ratio							$ 15,000,000

XML 44 R26.htm IDEA: XBRL DOCUMENT

Divestitures (Details) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
Divestitures (Details) - USD ($)	Sep. 19, 2016	Aug. 26, 2016	Jun. 16, 2016	Nov. 08, 2016	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restricted cash					$ 2,850,000		$ 2,850,000		$ 0
Proceeds from sale of assets/entity							33,614,000	$ 0
Sale of Ciber Nederland B.V
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price			$ 25,000,000
Escrow amount			$ 5,000,000
First escrow release period			12 months
Second escrow release period			18 months
Restricted cash			$ 2,500,000
Long term restricted portion of escrow amount			$ 2,500,000
Working capital					3,900,000
Adjusted purchase price					28,900,000		28,900,000
Period after closing for potential purchase price adjustment			6 months
Gain (loss) on sale of assets					$ (200,000)	$ 6,900,000	6,700,000
Sale of Ciber Norge
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price		$ 7,000,000
Escrow amount		$ 700,000
First escrow release period		12 months
Second escrow release period		18 months
Restricted cash		$ 350,000
Long term restricted portion of escrow amount		350,000
Working capital		3,400,000
Adjusted purchase price		$ 10,400,000
Period after closing for potential purchase price adjustment		12 months
Maximum purchase price adjustment		$ 1,750,000.00
Gain (loss) on sale of assets							5,000,000
Sale of Ciber Sweden
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale of assets							$ 900,000
Purchase price for sale of Ciber Sweden	$ 1,000,000
Maximum purchase price adjustment, as a percent of the purchase price	15.00%
Sale of Ciber Sweden \| Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price adjustment				$ 100,000
Proceeds from sale of assets/entity				$ 900,000

XML 45 R27.htm IDEA: XBRL DOCUMENT

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net Income (Loss) Attributable to Parent [Abstract]
Net income (loss) from continuing operations	$ (18,798)	$ (132)	$ (167,484)	$ 5,237
Net income attributable to noncontrolling interests	49	24	84	16
Net income (loss) attributable to Ciber, Inc. from continuing operations	(18,847)	(156)	(167,568)	5,221
Gain (loss) from discontinued operations, net of income tax	14	(200)	362	(258)
NET EARNINGS (LOSS) ATTRIBUTABLE TO CIBER, INC.	$ (18,833)	$ (356)	$ (167,206)	$ 4,963
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic weighted average shares outstanding (in shares)	81,178	79,206	80,776	78,938
Dilutive effect of employee stock plans (in shares)	0	0	0	787
Diluted weighted average shares outstanding (in shares)	81,178	79,206	80,776	79,725
Continuing operations (in dollars per share)	$ (0.23)	$ 0.00	$ (2.07)	$ 0.07
Discontinued operations (in dollars per share)	0.00	0.00	0.00	(0.01)
Basic and diluted earnings (loss) per share attributable to Ciber, Inc. (in dollars per share)	$ (0.23)	$ 0.00	$ (2.07)	$ 0.06
Anti-dilutive securities omitted from the calculation (in shares)	4,124	4,141	4,349	3,137

XML 46 R28.htm IDEA: XBRL DOCUMENT

Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Fair value assumptions
Discrete forecast period (in years)		5 years	5 years
Annual average revenue growth rate (percent)		3.00%	3.00%
Projected growth rates after discrete forecast period (percent)		3.00%	3.00%
Control premium (percent)		30.00%	30.00%
Goodwill impairment charge	$ 0	$ 29,600	$ 85,900	$ 0	$ 115,483	$ 0
International
Fair value assumptions
Enterprise value/EBITDA multiples, public company method		3	5
Enterprise value/EBITDA multiples, guideline transaction method			7
Percentage of excess of fair value of goodwill over carrying value (percent)		25.00%	30.00%
Goodwill impairment charge					115,483
Preliminary impairment charge as a percent of International goodwill			69.00%
North America
Fair value assumptions
Enterprise value/EBITDA multiples, public company method		6	6
Enterprise value/EBITDA multiples, guideline transaction method		7	7
Percentage of excess of fair value of goodwill over carrying value (percent)		25.00%	30.00%
Goodwill impairment charge					$ 0
Weighted Average Cost of Capital \| International
Fair value assumptions
Weighted average cost of capital (percent)		17.00%	17.00%
Weighted Average Cost of Capital \| North America
Fair value assumptions
Weighted average cost of capital (percent)		13.00%	14.00%
Income Approach Valuation Technique \| International
Fair value assumptions
Percent of total fair value		75.00%
Income Approach Valuation Technique \| North America
Fair value assumptions
Percent of total fair value		50.00%
Market Approach Valuation Technique \| International
Fair value assumptions
Percent of total fair value		25.00%
Market Approach Valuation Technique \| North America
Fair value assumptions
Percent of total fair value		50.00%

XML 47 R29.htm IDEA: XBRL DOCUMENT

Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Changes in the carrying amount of goodwill
Balance at January 1, 2016			$ 256,736		$ 256,736
Goodwill Impairment	$ 0	$ (29,600)	(85,900)	$ 0	(115,483)	$ 0
Sale of assets					(8,620)
Effect of foreign exchange rate changes					1,048
Balance at September 30, 2016	133,681				133,681
International
Changes in the carrying amount of goodwill
Balance at January 1, 2016			123,055		123,055
Goodwill Impairment					(115,483)
Sale of assets					(8,620)
Effect of foreign exchange rate changes					1,048
Balance at September 30, 2016	0				0
North America
Changes in the carrying amount of goodwill
Balance at January 1, 2016			$ 133,681		133,681
Goodwill Impairment					0
Sale of assets					0
Effect of foreign exchange rate changes					0
Balance at September 30, 2016	$ 133,681				$ 133,681

XML 48 R30.htm IDEA: XBRL DOCUMENT

Borrowings (Details) - USD ($)			9 Months Ended		12 Months Ended
Borrowings (Details) - USD ($)	Nov. 03, 2016	Oct. 27, 2016	Sep. 30, 2016	Sep. 30, 2015	Oct. 27, 2019	Oct. 27, 2018	Oct. 27, 2017	Jun. 16, 2016	Jun. 15, 2016
Borrowings
Fixed charge coverage ratio			110.00%
Borrowings on debt			$ 216,380,000	$ 263,138,000
Foreign Locations
Borrowings
Foreign borrowings that were subject to the bank's dominion			2,300,000
U.S.
Borrowings
Foreign borrowings that were subject to the bank's dominion			37,400,000
Wells Fargo Bank, N.A. \| ABL Facility
Borrowings
Maximum borrowing capacity			54,000,000					$ 54,000,000	$ 60,000,000
Current borrowing base			44,400,000
Amount outstanding			39,700,000
Maximum amount available for borrowing for initial 12-month fixed charge coverage ratio			$ 15,000,000
Maximum percent available for borrowing for initial 12-month fixed charge coverage ratio (percent)			25.00%
Minimum amount available for borrowing for continuing compliance with 12-month fixed charge coverage ratio			$ 15,000,000
Minimum percent available for borrowing for continuing compliance with 12-month fixed charge coverage ratio (percent)			25.00%
Continuing compliance requirement for 12-month fixed charge coverage ratio (days)			30 days
Minimum amount of excess availability for trigger date to occur			$ 10,000,000
Percent of commitments for trigger date to occur (percent)			16.67%
Percent of commitments for trigger date to occur, continuing compliance (percent)			16.67%
Continued dominion period			30 days
Wells Fargo Bank, N.A. \| ABL Facility \| Subsequent Event
Borrowings
Maximum borrowing capacity		$ 44,000,000
Fixed charge coverage ratio		105.00%
Amount of proceeds received to require a letter of intent (at least)		$ 25,000,000
Additional liquidity provided	$ 5,000,000
Fanus Group International, INC. \| Subsequent Event \| European Borrowers \| Receivables Purchase Agreements
Borrowings
Percent of Eligible Receivables to be sold		80.00%
Set discount rate per annum (greater of)		5.25%
Discount rate as a percent above monthly calendar moving average of 90 day US LIBOR (greater of)		4.50%
Fanus Group International, INC. \| Receivables Purchase Agreements \| European Borrowers \| Receivables Purchase Agreements \| Scenario, Forecast
Borrowings
Termination fee percent					1.00%	2.00%	3.00%
Fanus Group International, INC. \| Receivables Purchase Agreements \| Subsequent Event \| European Borrowers \| Receivables Purchase Agreements
Borrowings
Borrowings on debt		$ 6,300,000
Debt term		3 years

XML 49 R31.htm IDEA: XBRL DOCUMENT

Financial Instruments - Narrative (Details) - Not Designated as Hedging Instrument	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Minimum \| Foreign currency forward contracts
Derivative [Line Items]
Derivative contract term (months)	1 month	1 month	1 month	1 month
Minimum \| Cross-currency option
Derivative [Line Items]
Derivative contract term (months)	1 month	1 month	1 month	1 month
Maximum \| Foreign currency forward contracts
Derivative [Line Items]
Derivative contract term (months)	3 months	3 months	3 months	3 months
Maximum \| Cross-currency option
Derivative [Line Items]
Derivative contract term (months)	3 months	3 months	3 months	3 months

XML 50 R32.htm IDEA: XBRL DOCUMENT

Financial Instruments Realized and unrealized gains (losses) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Derivative [Line Items]
Realized and unrealized gain (loss) on derivatives	$ 511	$ (313)	$ 952	$ 1,247
Cross-currency option
Derivative [Line Items]
Realized and unrealized gain (loss) on derivatives	0	27	0	(57)
Foreign currency forward contracts
Derivative [Line Items]
Realized and unrealized gain (loss) on derivatives	$ 511	$ (340)	$ 952	$ 1,304

XML 51 R33.htm IDEA: XBRL DOCUMENT

Financial Instruments Foreign currency forward contracts (Details) - Sep. 30, 2016 - Not Designated as Hedging Instrument - Forward Contracts	GBP (£)	AUD	EUR (€)	INR (₨)	USD ($)
AUD/EUR \| Currency Purchased Forward
Derivative [Line Items]
Outstanding foreign currency forward contract \| AUD		AUD 3,900,000
AUD/EUR \| Currency Sold Forward
Derivative [Line Items]
Outstanding foreign currency forward contract			€ 2,658,849
USD/EUR \| Currency Purchased Forward
Derivative [Line Items]
Outstanding foreign currency forward contract			5,340,454
USD/EUR \| Currency Sold Forward
Derivative [Line Items]
Outstanding foreign currency forward contract \| $					$ 6,000,000
EUR/GBP \| Currency Purchased Forward
Derivative [Line Items]
Outstanding foreign currency forward contract			10,250,000
EUR/GBP \| Currency Sold Forward
Derivative [Line Items]
Outstanding foreign currency forward contract \| £	£ 8,887,160
INR/USD \| Currency Purchased Forward
Derivative [Line Items]
Outstanding foreign currency forward contract \| ₨				₨ 261,387,750
INR/USD \| Currency Sold Forward
Derivative [Line Items]
Outstanding foreign currency forward contract \| $					$ 3,900,000
INR/EUR \| Currency Purchased Forward
Derivative [Line Items]
Outstanding foreign currency forward contract \| ₨				₨ 323,893,630
INR/EUR \| Currency Sold Forward
Derivative [Line Items]
Outstanding foreign currency forward contract			€ 4,300,000

XML 52 R34.htm IDEA: XBRL DOCUMENT

Income Taxes (Details) - USD ($)	3 Months Ended			9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income (loss) from continuing operations before income taxes:
U.S.	$ (4,749,000)		$ (1,200,000)	$ (23,818,000)	$ 1,982,000
Foreign	(11,420,000)		2,406,000	(136,050,000)	6,934,000
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(16,169,000)		1,206,000	(159,868,000)	8,916,000
Income tax expense:
U.S.	732,000		696,000	1,885,000	2,037,000
Foreign	1,897,000		642,000	5,731,000	1,642,000
Total Income Tax Expense (Benefit)	2,629,000		$ 1,338,000	$ 7,616,000	$ 3,679,000
Sale of Ciber Sweden
Income tax expense:
Total Income Tax Expense (Benefit)	0
Minimum
Income Tax Contingency [Line Items]
Tax rate				19.00%
Maximum
Income Tax Contingency [Line Items]
Tax rate				34.00%
The Netherlands Sale
Income tax expense:
Total Income Tax Expense (Benefit)	$ (100,000)	$ 3,000,000		$ 2,900,000

XML 53 R35.htm IDEA: XBRL DOCUMENT

Restructuring Charges - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended	15 Months Ended
Restructuring Charges - Narrative (Details) $ in Thousands	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($) employee
Restructuring Cost and Reserve [Line Items]
Restructuring charge	$ 417	$ 1,002	$ 1,156	$ 1,738
Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring liability	1,100		1,100		$ 700
Employee Severance and Termination
Restructuring Cost and Reserve [Line Items]
Restructuring charge	700		1,200
Contract Termination \| Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring charge					700
2014 Plan
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated (employee) \| employee						290
Restructuring costs incurred for the 2014 plan						$ 27,000
Restructuring liability	1,075		1,075		2,781
2014 Plan \| Employee Severance and Termination
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred for the 2014 plan						20,000
Restructuring liability	85		85		1,791
2014 Plan \| Professional Fees, Office Closures and Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred for the 2014 plan						$ 7,000
Restructuring liability	$ 990		$ 990		$ 990

XML 54 R36.htm IDEA: XBRL DOCUMENT

Restructuring Charges - Changes in 2014 Plan Restructuring Liabilities (Details) - 2014 Plan $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring liability, as of January 1, 2016	$ 2,781
Cash paid	(1,746)
Foreign exchange rate changes	40
Restructuring liability, as of September 30, 2016	1,075
Employee Severance and Termination
Restructuring Reserve [Roll Forward]
Restructuring liability, as of January 1, 2016	1,791
Cash paid	(1,746)
Foreign exchange rate changes	40
Restructuring liability, as of September 30, 2016	85
Professional Fees, Office Closures and Other
Restructuring Reserve [Roll Forward]
Restructuring liability, as of January 1, 2016	990
Cash paid	0
Foreign exchange rate changes	0
Restructuring liability, as of September 30, 2016	$ 990

XML 55 R37.htm IDEA: XBRL DOCUMENT

Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
Segment Information (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Information
Total revenues	$ 144,346			$ 192,601	$ 485,309	$ 592,550
Operating income (loss) from continuing operations	(20,691)			1,588	(169,304)	10,417
Goodwill Impairment	0	$ (29,600)	$ (85,900)	0	(115,483)	0
Amortization of intangible assets	(323)			(55)	(2,349)	(162)
Litigation settlements	(4,496)			0	(4,496)	0
Restructuring charges	(417)			(1,002)	(1,156)	(1,738)
International
Segment Information
Goodwill Impairment					(115,483)
North America
Segment Information
Goodwill Impairment					0
Operating segment
Segment Information
Operating income (loss) from continuing operations	(15,455)			2,645	(45,820)	12,317
Operating segment \| International
Segment Information
Total revenues	46,722			82,837	193,719	268,819
Operating income (loss) from continuing operations	(8,249)			4,556	(18,358)	16,194
Operating segment \| North America
Segment Information
Total revenues	97,569			110,031	292,249	324,423
Operating income (loss) from continuing operations	5,186			10,266	12,625	30,649
Operating segment \| Other
Segment Information
Total revenues	812			838	2,365	2,459
Operating income (loss) from continuing operations	29			48	203	173
Inter-segment
Segment Information
Total revenues	(757)			(1,105)	(3,024)	(3,151)
Corporate expenses
Segment Information
Operating income (loss) from continuing operations	(12,421)			(12,225)	(40,290)	(34,699)
Segment reconciling items
Segment Information
Goodwill Impairment	0			0	(115,483)	0
Amortization of intangible assets	(323)			(55)	(2,349)	(162)
Litigation settlements	(4,496)			0	(4,496)	0
Restructuring charges	$ (417)			$ (1,002)	$ (1,156)	$ (1,738)

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Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Contingencies (Details) - USD ($) $ in Thousands	Jan. 31, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Loss Contingencies [Line Items]
Litigation settlements		$ 4,496	$ 0	$ 4,496	$ 0
Pennsylvania Turnpike Commission v. Ciber, Inc., and Dennis Miller
Loss Contingencies [Line Items]
Damages sought	$ 38,000