S-3/A

As filed with the Securities and Exchange Commission on December 13, 2005

Registration Statement No. 333-129933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

To

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lionbridge Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-3398462
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1050 Winter Street

Waltham, Massachusetts 02451

(781) 434-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Rory J. Cowan

Chief Executive Officer

Lionbridge Technologies, Inc.

1050 Winter Street

Waltham, Massachusetts 02451

(781) 434-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including all communications sent to agent for service, should be sent to:

Margaret A. Shukur, Esq.

Lionbridge Technologies, Inc.

1050 Winter Street

Waltham, Massachusetts 02451

(781) 434-6000

With copies to:

Kenneth J. Gordon, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000 Robert S. Risoleo, Esq.
Sullivan & Cromwell LLP
1701 Pennsylvania Avenue, NW
Washington, DC 20006
(202) 956-7500

     Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated December 13, 2005

Prospectus

9,400,000 Shares

Lionbridge Technologies, Inc.

Common Stock

       All of the shares of common stock in the offering are being sold by Bowne & Co., Inc. Lionbridge will not receive any of the proceeds from the sale of the shares by the selling stockholder.

       Our common stock is quoted on the Nasdaq National Market under the symbol “LIOX.” The last reported sale price of the common stock on December 12, 2005 was $6.25 per share.

       See “Risk Factors” on page 4 to read about factors you should consider before buying shares of the common stock.

       Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.                    

	Per Share	Total
Initial price to public	$	$
Underwriting discount	$	$
Proceeds, before expenses, to selling stockholder	$	$

       To the extent that the underwriters sell more than 9,400,000 shares of common stock, the underwriters have the option to purchase up to an additional 1,355,000 shares from Lionbridge and 55,000 shares from another selling stockholder other than Bowne & Co., Inc. at the initial price to public less the underwriting discount.

       The underwriters expect to deliver the shares against payment in New York, New York on                     , 2005.

Goldman, Sachs & Co.              Friedman Billings Ramsey

Prospectus dated                     , 2005

PROSPECTUS SUMMARY

       This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference in this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the documents incorporated by reference in this prospectus before deciding whether to invest in our common stock.

       Unless the context otherwise requires, all references to “Lionbridge,” “we,” “our,” “us” or “our company” in this prospectus refer to Lionbridge Technologies, Inc., a Delaware corporation, and its subsidiaries. On September 1, 2005, Bowne Global Solutions (BGS) became a wholly owned subsidiary of Lionbridge. Our discussion of Lionbridge and its business in this prospectus (but not in the documents incorporated by reference that speak as of earlier dates) includes the acquisition of BGS.

About Lionbridge

       Lionbridge is a leading provider of globalization and testing services that enable clients to develop, release, manage and maintain their enterprise content and technology applications globally. Globalization is the process of adapting content and products to meet the language and cultural requirements of users throughout the world. Globalization also includes the development and maintenance of content and applications. Testing is the process of ensuring the quality, interoperability, usability and performance of clients’ software, hardware, consumer technology products, websites and content. Testing also includes product certification. Lionbridge offers its testing services under the VeriTest brand.

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

       Global Scale. With more than 4,000 employees worldwide, Lionbridge operates globalization and testing solution centers in 25 countries. Lionbridge leverages its global resources and proven program management capabilities to provide client delivery teams that are designed to have the optimal technical, linguistic and industry expertise and skills to meet each client’s specific needs. Lionbridge’s global infrastructure enables Lionbridge to deliver high-value, cost-effective globalization and testing services and to meet its clients’ budgetary and geographic requirements.

       Hosted Internet-based Language Management Technology. Lionbridge globalization services are based on a hosted internet-based language technology platform. This platform includes a suite of applications that streamline the translation process and increase linguistic quality and consistency. This increased efficiency lowers translation costs, thereby affording our clients greater freedom to be creative when preparing their source materials. A core component of this platform is Lionbridge’s Logoport technology, an internet-architected, hosted translation memory application that manages previously translated words, phrases and glossaries in real time and simplifies translation management. This advanced application makes it easier for translators around the world to collaborate, share knowledge, and deliver consistent, high-quality results while enabling clients to better manage their language assets through the Lionbridge-hosted managed service platform. Lionbridge is also adding workflow capabilities and integrating components of BGS’ technology, including the BGS Elcano portal and machine translation technology, into the Lionbridge language management platform. This comprehensive hosted infrastructure is enabling Lionbridge to provide clients with high quality globalization services and highly efficient centralized language management processes.

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       Integrated Full-Service Offering. Lionbridge is able to serve as an outsourcing partner throughout a client’s product and content lifecycle from development and globalization to testing through maintenance. Clients can rely on Lionbridge’s comprehensive globalization services to develop, release and maintain their global content and technology applications for their customers, partners and employees throughout the world. Lionbridge’s testing services enable clients to improve product quality and reduce downstream support costs. This unified suite of solutions allows Lionbridge to serve as its clients’ single outsource provider for developing, releasing, testing and maintaining multilingual content and technology across global end markets. By outsourcing to a large-scale provider, organizations are able to focus on their core competencies, drive process improvements and speed the process of communicating large amounts of information to customers and employees throughout their global organization.

       Recent Developments. On September 1, 2005, Lionbridge completed its acquisition of BGS, the globalization division of Bowne & Co., Inc. BGS was a Lionbridge competitor and the largest provider in the globalization services industry with total revenue of approximately $223 million in 2004, which was $69 million greater than Lionbridge’s revenue for the same period. BGS’ worldwide presence, language expertise and broadly diversified customer base complement Lionbridge’s advanced language technology and its comprehensive development and testing services. This combination creates a company with greater global scale, innovation and resources, and enables Lionbridge to further diversify its customer base by adding customers in the automotive, financial services and government sectors. As a result, Lionbridge can utilize its existing global infrastructure and technology to serve a larger customer base. In addition, as a result of Lionbridge’s acquisition of BGS, Lionbridge now provides interpretation services to government organizations and businesses that require human interpreters for non-English speaking individuals.

       Founded in 1996, Lionbridge is incorporated in Delaware. Our common stock is quoted on the Nasdaq National Market under the symbol “LIOX.” Our principal executive offices are located at 1050 Winter Street, Waltham, Massachusetts 02451, and our telephone number is (781) 434-6000. Our corporate website is www.lionbridge.com. The information on our website does not constitute a part of this prospectus. For more information on the business of Lionbridge, please refer to Lionbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Lionbridge makes available, free of charge, on its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. Please refer to the section entitled “Information Incorporated by Reference” beginning on page 43 of this prospectus in order to find out where you can obtain copies of Lionbridge’s Annual Report as well as other documents Lionbridge files with the Securities and Exchange Commission.

THE OFFERING

Common stock offered by the selling stockholder	9,400,000 shares
Common stock to be outstanding after the offering	57,692,372 shares

       Except as otherwise indicated, all information in this prospectus assumes no exercise of the underwriters’ over-allotment option.

       “Lionbridge” and “VeriTest” are registered trademarks of Lionbridge Technologies, Inc. The Lionbridge logo, “lionbridge.com,” “Rapid Globalization Methodology,” “Logoport” and “RGM,” are trademarks of Lionbridge.

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SUMMARY CONSOLIDATED FINANCIAL DATA

(Amounts in thousands, except per share data)

       The summary consolidated financial data as of September 30, 2005 and for the nine-month periods ended September 30, 2005 and 2004 are derived from the unaudited consolidated financial statements that appear in this prospectus. The summary consolidated financial data for the years ended December 31, 2004, 2003 and 2002 are derived from the audited consolidated financial statements that are incorporated by reference in this prospectus. The historical results presented are not necessarily indicative of future results. The pro forma consolidated statements of operations reflect the acquisition of BGS as if it had occurred on January 1, 2004 and reflects the adjustments appearing in “Unaudited Pro Forma Combined Condensed Financial Statements” that appear in this prospectus.

       You should read the information set forth below in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our historical consolidated financial statements and the related notes, and the “Unaudited Consolidated Financial Statements” and the related notes.

														Lionbridge
			Nine Months Ended September 30,											Year Ended December 31,
			2005			2004			2005			2004		2004			2003		2002
			(Pro forma)			(Pro forma)			(Unaudited)			(Unaudited)
			(Unaudited)			(Unaudited)
Consolidated Statement of Operations Data:
Revenue			$	303,924		$	286,367		$	138,575		$	118,457	$	154,101		$	141,706	$	118,319
Operating expenses:
	Cost of revenue (exclusive of depreciation and amortization shown separately below)			201,421			184,763			90,682			73,422		95,787			85,859		71,272
	Sales and marketing			24,621			25,113			12,942			10,700		14,278			12,983		11,600
	General and administrative			58,670			55,691			27,084			23,276		30,478			29,666		29,396
	Research and development			2,497			3,484			830			258		392			613		1,194
	Depreciation and amortization			6,021			6,563			2,145			2,290		2,928			3,298		3,027
	Amortization of acquisition-related intangible assets			5,913			6,068			648			118		127			470		528
	Merger, restructuring and other charges			3,215			5,248			2,344			1,854		2,313			943		—
	Stock-based compensation			1,150			419			1,150			419		632			421		851
		Total operating expenses		303,508			287,349			137,825			112,337		146,935			134,253		117,868
Income (loss) from operations				416			(982	)		750			6,120		7,166			7,453		451
Interest expense:
	Interest on outstanding debt			8,993			9,097			693			—		—			1,893		3,189
	Accretion of discount on debt			—			—			—			—		—			356		610
	Accelerated recognition of discount and deferred financing costs on early repayment of debt			—			—			—			—		—			2,139		—
Interest income				483			268			477			268		385			89		35
Other (income) expense, net				(4	)		160			463			108		(100	)		288		1,534
Income (loss) before income taxes				(8,090	)		(9,971	)		71			6,280		7,651			2,866		(4,847	)
Provision for (benefit from) income taxes				5,325			4,705			1,346			430		511			334		(62	)
Net income (loss)			$	(13,415	)	$	(14,676	)		(1,275	)		5,850		7,140			2,532		(4,785	)
Net income (loss) per share:(1)
	Basic		$	(0.24	)	$	(0.26	)	$	(0.03	)	$	0.13	$	0.15		$	0.07	$	(0.15	)
	Diluted		$	(0.24	)	$	(0.26	)	$	(0.03	)	$	0.12	$	0.14		$	0.06	$	(0.15	)
Weighted average number of shares outstanding:
	Basic			56,491			55,874			48,135			46,474		46,548			37,406		31,632
	Diluted			56,491			55,874			48,135			49,550		49,361			40,551		31,632

(1)  See Note 2 to Lionbridge’s consolidated financial statements for the years ended December 31, 2004, 2003 and 2002 for an explanation of the basis used to calculate net income (loss) per share.

	September 30, 2005
	(Unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	20,557
Working capital		56,069
Total assets		314,654
Long-term debt, less current portion and discounts		97,893
Capital lease obligations, less current portion		285
Stockholders’ equity		144,122

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RISK FACTORS

       You should carefully consider the following risks before investing in our common stock. These are not the only risks that we may face. If any of the events referred to below actually occurs, our business, financial condition, liquidity and results of operations could suffer. In that case, the trading price of our common stock could decline and you may lose all or part of your investment. This section includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus. You should also refer to the other information in this prospectus and in the documents we incorporate by reference into this prospectus, including our consolidated financial statements and the related notes.

Risks Related to Our Business

Lionbridge’s reliance on a small number of clients and the delay or reduction of its clients’ product releases and production schedules or the loss of, or reduction in revenue from, a major client could negatively affect Lionbridge’s revenue and results of operations.

       A significant portion of Lionbridge’s revenue is linked to the product release cycles and production schedules of its clients, and, in particular, to certain key clients. As a result, Lionbridge performs varying amounts of work for specific clients from year to year based on their product release cycles and production schedules. A major client in one year may not have use for a similar level of Lionbridge’s services in another year. For example, one of our large technology customers, HP, purchased significantly less services from us during 2005, as compared to 2004, thereby contributing to our overall decline in revenues in 2005. Revenues attributable to this client were down 36% for the standalone Lionbridge business for the nine-month period ended September 30, 2005, as compared to the nine-month period ended September 30, 2004. In addition, Lionbridge derives a significant portion of its revenues from large projects and programs for a limited number of large clients. For the nine-month period ended September 30, 2005 and the year ended December 31, 2004, Lionbridge’s largest client accounted for 19% and 17% of its revenue, respectively, and its five largest clients accounted for approximately 43% and 49% of its revenue, respectively. As a result, the loss of any major client or a significant reduction in a large project’s scope could materially reduce Lionbridge’s revenue and cash flow, and adversely affect its ability to maintain profitability.

Volatility and expense reduction initiatives in the technology market could affect Lionbridge’s ability to achieve operating goals.

       A substantial portion of Lionbridge’s revenue is derived from companies in the technology industry, an intensely competitive and volatile market sector. Many technology companies have experienced severe slowdowns in their businesses and operations. In addition, as the industry has matured, many technology companies have implemented cost containment and expense reduction initiatives with vendors and suppliers. Declines in the overall performance of the technology sector and these vendor expense management initiatives have in the past and could in the future adversely affect demand for Lionbridge’s services and reduce its revenues and margins from technology customers.

Lionbridge may not be able to successfully integrate BGS or to achieve the anticipated benefits of the BGS acquisition.

       The integration of BGS into Lionbridge involves a number of risks and presents financial, managerial and operational challenges. In particular, we may have difficulty, and may incur unanticipated expenses related to, integrating management and personnel from BGS without diverting the attention of management and other personnel from revenue generating activities. We may also face difficulties in retaining and growing certain BGS customer relationships. Failure to

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successfully integrate BGS may have a material adverse effect on our business, financial condition and results of operations.

We may be required to remediate material weakness in internal controls over financial reporting relating to the BGS business.

       In April 2005, the management of Bowne & Co., Inc., the company of which the BGS business was a part before we acquired it in September 2005, disclosed in an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (10-K/ A), that it had identified material weaknesses in its internal controls related to the BGS business, impacting Bowne & Co., Inc.’s financial statements for the years ended December 31, 2002 and 2003 and for each of the quarters ended March 31, June 30 and September 30, 2004. These identified material weaknesses related to (1) the lack of sufficient reconciliation and review controls over its purchase accounting adjustments and (2) the lack of sufficient reconciliation and review controls over the determination of legal entity profitability, income tax expense and related income tax accounts. Under SEC rules and regulations, a material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Specifically with respect to the BGS business, the 10-K/ A reported that the lack of sufficient reconciliation and review controls over purchase accounting adjustments for the BGS business resulted in a failure to properly eliminate depreciation expense for an acquired entity, and the lack of sufficient reconciliation and review controls over the determination of legal entity profitability for the BGS business resulted in the incorrect allocation of consolidated income to certain legal entities and the determination of income tax expense and the related income tax accounts within the BGS business. The 10-K/ A also noted that subsequent to December 31, 2004, management had taken certain actions to remediate these material weaknesses.

       As part of the integration of BGS, we must perform our own testing of the BGS internal controls over financial reporting to allow our management and our independent registered public accounting firm to report on the effectiveness of the internal control over financial reporting related to the BGS operations, as required by Section 404 of the Sarbanes-Oxley Act. We anticipate completing our testing by the end of 2006. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in internal controls over financial reporting, either those described in the preceding paragraph or others, that are deemed to be material weaknesses with respect to our financial statements, a finding which could cause a decline in our stock price and subject us to sanctions from the SEC and the Nasdaq National Market.

Pursuing and completing potential acquisitions could divert management attention and financial resources and may not produce the desired business results.

       As part of its growth strategy, Lionbridge intends to continue pursuing and making selected acquisitions of complementary businesses. Lionbridge does not have specific personnel dedicated solely to pursuing and making acquisitions. As a result, if Lionbridge pursues any acquisition, its management, in addition to their operational responsibilities, could spend a significant amount of time and management and financial resources to pursue and integrate the acquired business with its existing business. To fund the purchase price of an acquisition, Lionbridge might use capital stock, cash or a combination of both. Alternatively, Lionbridge may borrow money from a bank or other lender. If it uses capital stock, Lionbridge’s stockholders will experience dilution. If it uses cash or debt financing, Lionbridge’s financial liquidity may be reduced. In addition, from an accounting perspective, an acquisition may involve amortization of significant amounts of other intangible assets that could adversely affect Lionbridge’s ability to maintain profitability.

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       Despite the investment of these management and financial resources, an acquisition, including our recent acquisition of BGS, may not produce the revenue, earnings or business synergies that Lionbridge anticipated for a variety of reasons, including:

•  difficulties in the assimilation of the operations, technologies, services, products and personnel of the acquired company;

•  failure of acquired technologies and services to perform as expected;

•  risks of entering markets in which Lionbridge has no, or limited, prior experience;

•  effects of any undisclosed or potential legal liabilities of the acquired company;

•  compliance with additional laws, rules or regulations that Lionbridge may become subject to as a result of an acquisition that might restrict Lionbridge’s ability to operate; and

•  the loss of key employees of the acquired company.

       Lionbridge may not be able to successfully address these problems. Lionbridge’s future operating results may depend to a significant degree on Lionbridge’s ability to successfully integrate acquisitions and manage operations while controlling expenses and cash outflows.

Lionbridge may have difficulty in identifying and competing for acquisition opportunities.

       Lionbridge’s business strategy includes the pursuit of strategic acquisitions. While Lionbridge currently does not have commitments or agreements with respect to any acquisitions, it regularly explores potential acquisitions of strategically complementary businesses or operations. Lionbridge may not be able to identify suitable acquisition candidates and it can expect to face competition from other companies for potential acquisition candidates, making it more difficult to acquire suitable companies on favorable terms.

Lionbridge’s results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates.

       Lionbridge conducts a large portion of its business in international markets. Although a significant portion of Lionbridge’s contracts with clients are denominated in U.S. dollars, 49%, 45% and 48% of its costs and expenses for the nine-month period ended September 30, 2005 and the years ended December 31, 2004 and 2003, respectively, were denominated in foreign currencies. In addition, 16%, 6% and 9% of Lionbridge’s assets were subject to foreign currency exchange fluctuations as of September 30, 2005 and December 31, 2004 and 2003, respectively, while 7%, 22% and 30% of its liabilities were subject to foreign currency exchange fluctuations as of September 30, 2005 and December 31, 2004 and 2003, respectively. The principal foreign currencies applicable to our business are the Euro, the Yen and the Indian Rupee. In addition, Lionbridge has assets and liabilities denominated in U.S. dollars in foreign countries. As a result, Lionbridge is exposed to foreign currency exchange fluctuations. Although Lionbridge has not historically tried to reduce its exposure to exchange rate fluctuations by using hedging transactions, it has recently begun to make use of financial hedging techniques to mitigate the effect of such foreign currency volatility. Lionbridge cannot assure you that any financial hedging techniques used by it will substantially mitigate its exposure to exchange rate fluctuations. From time to time, the U.S. dollar has been volatile relative to foreign currencies, particularly the Euro and the Yen. As a result of foreign currency volatility and exchange rate fluctuations, Lionbridge has experienced exchange rate gains or losses. If Lionbridge is unsuccessful in reducing foreign currency exchange rate risk, it may experience additional foreign currency fluctuations which may have a materially adverse impact on its revenue, cash flow and results of operations, as well as its ability to maintain profitability as it continues to grow its business.

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Potential fluctuations in Lionbridge’s quarterly results make financial forecasting difficult and could affect its common stock trading price.

       As a result of fluctuations in Lionbridge’s revenues tied to foreign currency fluctuations, its clients’ activities and release cycles, the three-to nine-month length of its typical sales cycle, historical growth, acquisition activity, the emerging nature of the markets in which it competes, global economic conditions and other factors outside its control, Lionbridge believes that quarter-to-quarter comparisons of its results of operations are not necessarily meaningful. You should not rely on the results of any one quarter as an indication of Lionbridge’s future performance. Lionbridge may not experience revenue increases in future years comparable to the revenue increases in some prior years. There have been quarters in the past in which Lionbridge’s results of operations have fallen below the expectations of securities analysts and investors and this may occur in the future. If in a future quarter Lionbridge’s results of operations were to fall below the expectations of securities analysts and investors, the trading price of its common stock would likely decline.

Goodwill and other intangible assets represent a significant portion of Lionbridge’s assets; any impairment of Lionbridge’s goodwill will adversely impact its net income.

       At September 30, 2005, Lionbridge had goodwill and other intangible assets of approximately $170.8 million, net of accumulated amortization, which represented approximately 54.3% of its total assets. Lionbridge’s goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired. Any excess goodwill carrying value resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill) are generally amortized over a one to five-year period, with the exception of various customer relationships acquired in the BGS transaction that are amortized over a twelve-year period. In addition, Lionbridge will continue to incur non-cash charges in connection with the amortization of its intangible assets other than goodwill over the remaining useful lives of such assets. Future determinations of significant write-offs of goodwill as a result of an impairment test or any accelerated amortization of other intangible assets could have a significant impact on Lionbridge’s net income and affect its ability to maintain profitability.

If Lionbridge does not respond to future advances in technology and changes in customer demands, its business and results of operations may be adversely affected.

       The demand for Lionbridge’s services will be substantially affected, in large part, by future advances in technology and changes in customer demands. Lionbridge’s success will also depend on its ability to address the increasingly sophisticated and varied needs of its existing and prospective clients. Lionbridge cannot assure you that there will be a demand for its services in the future. Lionbridge’s success in servicing its clients will be largely dependent on its development of strategic business solutions and methodologies in response to technological advances and client preferences. For example, Lionbridge’s services are based on a hosted internet-based language technology platform, a core component of which is Lionbridge’s Logoport technology. Logoport was recently acquired by Lionbridge, and if existing and potential customers do not migrate to the Logoport platform, Lionbridge may not be able to successfully service and retain its clients.

Lionbridge may be unable to continue to grow at its historical growth rates or to manage its growth effectively.

       Growth is a key component of increasing the value of Lionbridge. Since its inception, Lionbridge’s business has grown significantly and it anticipates additional future growth. Recently, Lionbridge focused some of its expansion efforts on leveraging the Lionbridge India solution center while concurrently restructuring certain European operations. This realignment has placed and may continue to place significant demands on management and operational resources. In order to manage growth effectively, Lionbridge must continue to evolve its operational systems. Additional growth, as well as the BGS acquisition, may further strain Lionbridge’s management and operational

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resources. As a result of these concerns, Lionbridge cannot be sure that it will continue to grow, or, if it does grow, that it will be able to maintain its overall historical growth rate.

Lionbridge’s business may be harmed by defects or errors in the services it provides to its clients.

       Many of the services Lionbridge provides are critical to its clients’ businesses. While Lionbridge maintains general liability insurance, including coverage for errors and omissions, defects or errors in the services it provides could interrupt its clients’ abilities to provide services to their end users resulting in delayed or lost client revenue. This could damage Lionbridge’s reputation through negative publicity, make it difficult to attract new, and retain existing, customers and cause customers to terminate their contracts and seek damages. Lionbridge may incur additional costs to correct errors or defects. Lionbridge cannot assure you that its general liability and errors and omissions insurance coverage will be available in amounts sufficient to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claims.

If Lionbridge fails to hire and retain professional staff, its ability to obtain and complete its projects could suffer.

       Lionbridge’s potential failure to hire and retain qualified employees could impair its ability to complete existing projects and bid for or obtain new projects and, as a result, could have a material adverse effect on its business and revenue. Lionbridge’s ability to grow and increase its market share largely depends on its ability to hire, train, retain and manage highly skilled employees, including project managers and technical, sales and marketing personnel. In addition, Lionbridge must ensure that its employees maintain their technical expertise and business skills. Lionbridge cannot assure you that it will be able to attract a sufficient number of qualified employees or that it will successfully train and manage the employees it hires to allow Lionbridge to carry out its operating plan.

Difficulties presented by international economic, political, legal, health, accounting and business factors could negatively affect Lionbridge’s business in international markets.

       A strategic advantage of Lionbridge’s operations is its ability to conduct business in international markets. As a result, Lionbridge’s business is subject to political and economic fluctuations in various countries. In addition, as Lionbridge continues to employ and retain personnel throughout the world and to comply with various employment laws, it may face difficulties in integrating such personnel on a cost-efficient basis. To date, Lionbridge has been able to successfully staff its international operations, but if Lionbridge continues to expand its operations, it may become more difficult to manage its international business. Lionbridge conducts business and has operations and clients throughout the world. Lionbridge’s and its clients’ abilities to conduct business may also be affected by wars, political unrest, terrorism, natural disasters or the impact of diseases such as avian influenza. Furthermore, as a result of operating in international markets, Lionbridge is subject to longer payment cycles from many of its customers and may experience greater difficulties in timely accounts receivable collections. If Lionbridge fails to manage these operations successfully, its ability to service its clients and grow its business will be seriously impeded.

Lionbridge competes in highly competitive markets.

       The markets for Lionbridge’s services are very competitive. Lionbridge cannot assure you that it will compete successfully against its competitors in the future. If Lionbridge fails to be competitive with these companies in the future, it may lose market share and its revenue could decline.

       There are relatively few barriers preventing companies from competing with Lionbridge. Although Lionbridge owns proprietary technology, Lionbridge does not own any patented or other technology that, by itself, precludes or inhibits others from entering its market. As a result, new market entrants also pose a threat to Lionbridge’s business. In addition to Lionbridge’s existing competitors, Lionbridge may face further competition in the future from companies that do not

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currently offer globalization or testing services. Lionbridge may also face competition from internal globalization and testing departments of Global 2000 and large emerging companies. Technology companies, information technology services companies, business process outsourcing companies, web consulting firms, technical support call centers, hosting companies and content management providers may choose to broaden their range of services to include globalization or testing as they expand their operations internationally. Lionbridge cannot assure you that it will be able to compete effectively with potential future competitors.

Lionbridge will continue to depend on intellectual property rights to protect its proprietary technologies, although it may not be able to successfully protect these rights.

       Lionbridge relies on its proprietary technology to enhance some of its service offerings. Lionbridge’s policy is to enter into confidentiality agreements with its employees, outside consultants and independent contractors. Lionbridge also uses patent, trademark, trade secret and copyright law in addition to contractual restrictions to protect its technology. Notwithstanding these precautions, it may be possible for a third party to obtain and use Lionbridge’s proprietary technology without authorization. Although Lionbridge holds registered or pending United States patents and foreign patents covering certain aspects of its technology, it cannot be sure of the level of protection that these patents will provide. Lionbridge may have to resort to litigation to enforce its intellectual property rights, to protect trade secrets or know-how, or to determine their scope, validity or enforceability. Enforcing or defending its proprietary technology is expensive, could cause diversion of Lionbridge’s resources and may not prove successful. The laws of other countries may afford Lionbridge little or no effective protection of its intellectual property rights.

The intellectual property of Lionbridge’s customers may be damaged, misappropriated, stolen or lost while in Lionbridge’s possession, subjecting it to litigation and other adverse consequences.

       In the course of providing globalization and testing services to Lionbridge’s customers, Lionbridge takes possession of or is granted access to certain intellectual property of such customers, including unreleased versions of software and source code. In the event such intellectual property is damaged, misappropriated, stolen or lost, Lionbridge could suffer:

•  claims under indemnification provisions in customer agreements or other liability for damages;

•  delayed or lost revenue due to adverse customer reaction;

•  negative publicity; and

•  litigation that could be costly and time consuming.

Risks Related to a Common Stock Offering and Our Capital Structure

The market price of Lionbridge common stock may be volatile.

       Lionbridge’s stock price has been volatile, in part due to the historically low trading volume of its stock. The market price of Lionbridge common stock may be affected by many factors, including:

•  fluctuations in Lionbridge’s financial results;

•  actions of Lionbridge clients or competitors;

•  future sales of Lionbridge common stock by a significant stockholder;

•  changes in market valuations of services companies;

•  Lionbridge’s announcement of significant contracts, acquisitions, strategic alliances, or capital commitments;

•  additions or departures of key clients or officers;

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•  future sales of Lionbridge common stock into the public market; and

•  worldwide economic and political conditions.

       Any adverse impact attributable to any of the foregoing factors may cause the market price of Lionbridge common stock to drop significantly.

       In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of Lionbridge’s common stock.

Lionbridge could face securities litigation if its stock price remains highly volatile.

       In the past, securities class action litigation has often followed periods of volatility in the market price of a company’s securities. Lionbridge may face securities class action litigation in the future. Any litigation could result in substantial costs and a diversion of management’s attention and resources, which could harm Lionbridge’s business. Lionbridge, certain of its officers and directors, and certain underwriters involved in Lionbridge’s initial public offering are currently named defendants in a purported securities class action lawsuit. The lawsuit asserts, among other things, that Lionbridge’s initial public offering registration statement contained misstatements and/or omissions regarding the underwriters’ alleged conduct in allocating shares in Lionbridge’s initial public offering to the underwriters’ customers. On September 1, 2005, the court preliminarily approved a proposed settlement, directed that notice of the terms of the proposed settlement be provided to class members, and scheduled a fairness hearing, at which objections to the proposed settlement will be heard. Thereafter, the court will determine whether to grant final approval to the proposed settlement. If the settlement is not approved, any unfavorable outcome to this litigation could significantly harm Lionbridge’s business, financial condition, liquidity and results of operations. For more information on this litigation, see Note 12 to the financial statements included elsewhere in this prospectus.

Some provisions of our certificate of incorporation and bylaws and in Delaware law may deter takeover attempts, which may limit the opportunity of our stockholders to sell their shares at a favorable price.

       Some of the provisions of our certificate of incorporation and bylaws and in Delaware law could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares possibly at a premium over the then market price. For example, our board of directors is divided into three classes. At each annual meeting of stockholders, the terms of approximately one-third of the directors will expire, and new directors will be elected to serve for three years. It will take at least two annual meetings to effect a change in control of our board of directors because a majority of the directors cannot be elected at a single meeting, which may discourage hostile takeover bids. In addition, our certificate of incorporation authorizes the Board of Directors, without further stockholder approval, to issue preferred stock, which could have the effect of delaying, deferring or preventing a change in control of Lionbridge. The issuance of preferred stock could also adversely affect the voting power of the holders of common stock, including the loss of voting control to others. Our by-laws contain provisions that require stockholders to act only at a duly-called meeting and make it difficult for any person other than management to introduce business at a duly-called meeting by requiring such other person to follow certain notice procedures. Certain provisions of Delaware law could delay or prevent a change in control of Lionbridge, discourage acquisition proposals or diminish the opportunities for a stockholder to participate in tender offers, including tender offers at a price above the then current market value of our common stock or over a stockholder’s cost basis in our common stock.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

       This prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this prospectus or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “target,” “project” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

       The forward-looking statements in this prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:

•  general economic and business conditions;

•  our ability to achieve the anticipated benefits of the recent acquisition of BGS;

•  anticipated trends in our financial condition and results of operations;

•  the impact of competition and technological change;

•  political and economic fluctuations in international markets;

•  our ability to employ and retain qualified employees; and

•  the other factors referenced in this prospectus, including, without limitation, under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

       We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors.

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USE OF PROCEEDS

       Lionbridge will not receive any of the proceeds from the sale of shares of the common stock by the selling stockholders. If the over-allotment option is exercised by the underwriters in full, based upon an assumed offering price of $6.25 per share (the last reported sale price of Lionbridge common stock on the Nasdaq National Market on December 12, 2005), Lionbridge will receive net proceeds of approximately $7.6 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. In accordance with the terms of our existing debt, we must use fifty percent of our net proceeds from any shares that we sell to pre-pay a portion of our outstanding indebtedness. This debt was incurred on September 1, 2005 to finance a portion of the BGS acquisition. This debt is a term loan that currently bears an initial interest rate of 7.4%, is payable in installments and matures on September 1, 2011. For more information on the terms of this debt, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” Lionbridge also intends to use the remaining net proceeds from this offering to pre-pay a portion of our outstanding indebtedness.

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CAPITALIZATION

       The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2005. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included or incorporated by reference in this prospectus.

			September 30, 2005
			(In thousands, except share
			and per share data)
ASSETS
Current assets:
Cash and cash equivalents			$	20,557
Short-term debt and current portion of long-term debt, net of discount of $415			$	1,051
Long-term debt, less current portion and net of discount of $1,857				97,893
Stockholders’ equity:
	Common stock, $0.01 par value; 100,000,000 shares authorized; 57,684,050 shares issued and outstanding			577
	Additional paid-in capital			245,539
	Accumulated deficit			(100,164	)
	Deferred compensation			(3,967	)
	Accumulated other comprehensive income			2,137
		Total stockholders’ equity		144,122
		Total capitalization	$	243,066

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SELECTED CONSOLIDATED FINANCIAL DATA

       The following selected consolidated financial data reflect the combined results of operations of Lionbridge.

       The selected consolidated financial data as of September 30, 2005 and for the nine-month periods ended September 30, 2005 and 2004 have been derived from the unaudited consolidated financial statements of Lionbridge which are included as part of this prospectus. The selected consolidated financial data as of December 31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002 have been derived from the audited consolidated financial statements of Lionbridge which are incorporated by reference in this prospectus. The selected consolidated financial data as of December 31, 2002, 2001 and 2000 and for the years ended December 31, 2001 and 2000 have been derived from the audited consolidated financial statements of Lionbridge which are not included as part of or incorporated by reference into this prospectus.

       The historical results presented are not necessarily indicative of future results. You should read the data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included in this prospectus.

       See Note 2 to Lionbridge’s consolidated financial statements for the years ended December 31, 2004, 2003 and 2002 for an explanation of the basis used to calculate net income (loss) per share attributable to common stockholders.

       The financial data presented are not directly comparable between periods as a result of the acquisitions of BGS in 2005, Mentorix in 2003, eTesting Labs, Inc. in 2002, Data Dimensions, Inc. and Quality Group Labs, Inc. in 2001 and Language Services Operations of Nortel, Harvard Translations and INT’L.com in 2000.

       Effective January 1, 2002, Lionbridge ceased amortization of goodwill in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

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			Nine Months Ended
			September 30,					Year Ended December 31,
			2005			2004		2004			2003		2002			2001			2000
			(Unaudited)			(Unaudited)
			(In thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue			$	138,575		$	118,457	$	154,101		$	141,706	$	118,319		$	101,204		$	115,149
Operating expenses:
	Cost of revenue (exclusive of depreciation and amortization shown separately below)			90,682			73,422		95,787			85,859		71,272			63,123			72,746
	Sales and marketing			12,942			10,700		14,278			12,983		11,600			11,342			11,384
	General and administrative			27,084			23,276		30,478			29,666		29,396			30,521			29,418
	Research and development			830			258		392			613		1,194			2,297			2,518
	Depreciation and amortization			2,145			2,290		2,928			3,298		3,027			3,861			3,725
	Amortization of acquisition-related intangible assets			648			118		127			470		528			6,651			6,503
	Merger, restructuring and other charges			2,344			1,854		2,313			943		—			2,853			4,266
	Stock-based compensation			1,150			419		632			421		851			565			799
		Total operating expenses		137,825			112,337		146,935			134,253		117,868			121,213			131,359
Income (loss) from operations				750			6,120		7,166			7,453		451			(20,009	)		(16,210	)
Interest expense:
	Interest on outstanding debt			693			—		—			1,893		3,189			2,453			2,523
	Accretion of discount on debt			—			—		—			356		610			839			212
	Accelerated recognition of discount and deferred financing costs on early repayment of debt			—			—		—			2,139		—			—			—
Interest income				477			268		385			89		35			127			—
Other (income) expense, net				463			108		(100	)		288		1,534			838			714
Income (loss) before income taxes				71			6,280		7,651			2,866		(4,847	)		(24,012	)		(19,659	)
Provision for (benefit from) income taxes				1,346			430		511			334		(62	)		439			616
Net income (loss)				(1,275	)		5,850		7,140			2,532		(4,785	)		(24,451	)		(20,275	)
Accrued dividends on preferred stock				—			—		—			—		—			—			3,574
Net income (loss) attributable to common stockholders				(1,275	)		5,850	$	7,140		$	2,532	$	(4,785	)	$	(24,451	)	$	(23,849	)
Net income (loss) per share:
	Basic		$	(0.03	)	$	0.13	$	0.15		$	0.07	$	(0.15	)	$	(0.83	)	$	(0.96	)
	Diluted		$	(0.03	)	$	0.12	$	0.14		$	0.06	$	(0.15	)	$	(0.83	)	$	(0.96	)
Weighted average number of shares outstanding:
	Basic			48,135			46,474		46,548			37,406		31,632			29,528			24,871
	Diluted			48,135			49,550		49,361			40,551		31,632			29,528			24,871

			December 31,
	September 30,
	2005		2004		2003		2002		2001		2000
	(Unaudited)
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	20,557	$	38,450	$	29,496	$	10,916	$	11,711	$	16,741
Working capital		56,069		49,961		38,838		6,734		2,248		4,235
Total assets		314,654		113,388		105,990		58,164		54,747		62,046
Long-term debt, less current portion and discounts		97,893		—		—		24,728		17,318		13,265
Capital lease obligations, less current portion		285		15		167		110		67		114
Stockholders’ equity		144,122		87,466		77,630		1,714		3,448		11,184

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

       You should read the following summary together with the more detailed business information and consolidated financial statements and related notes that appear elsewhere in this prospectus and in the documents that we incorporate by reference into this prospectus. This prospectus may contain certain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Risk Factors.”

Introduction

       Lionbridge is a leading provider of globalization and testing services that enable clients to develop, release, manage and maintain their enterprise content and technology applications globally. Globalization is the process of adapting content and products to meet the language and cultural requirements of users throughout the world. Globalization also includes the development and maintenance of content and applications. Testing is the process of ensuring the quality, interoperability, usability and performance of clients’ software, hardware, consumer technology products, websites and content. Testing also includes product certification. Lionbridge offers its testing services under the VeriTest brand.

       Lionbridge provides a suite of globalization and testing services to businesses, particularly in the technology, consumer products, life sciences, publishing, financial services, manufacturing, government, automotive and retail industries. Lionbridge’s solutions include product and content globalization, content and eLearning courseware development, software and hardware testing, product certification and competitive analysis, interpretation, and application development and maintenance.

       For the nine-month period ended September 30, 2005, Lionbridge’s income from operations was $750,000, with a net loss of $1.3 million. For the year ended December 31, 2004, Lionbridge’s income from operations was $7.2 million with net income of $7.1 million. As of September 30, 2005, Lionbridge had an accumulated deficit of $100.2 million.

Revenue Recognition

       Lionbridge recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” and Emerging Issues Task Force (EITF) Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (EITF 00-21). Accordingly, we recognize revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectibility of those fees.

       Lionbridge’s revenue is derived from project-by-project fees and long-term service agreements. Projects are generally billed on a time and expense or milestone basis. Amounts billed in excess of revenue are recorded as deferred revenue. Revenue is generated from the provision of services to its customers for content development; product and content globalization; software and hardware testing; product certification; application development and maintenance and interpretation.

       Content development, software and hardware testing, and application development and maintenance projects are generally time and expense priced contacts, and revenue is recognized using a time and expense basis, primarily on labor costs incurred to date.

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       Product and content globalization and product certification projects are generally fixed price contracts and revenue is recognized as services are delivered using a percentage-of-completion assessment.

       The use of a percentage-of-completion assessment of service delivery requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, anticipated increases in employee wages and prices for subcontractor services, and the availability of subcontractor services. When adjustments in estimated project costs are identified, anticipated losses, if any, are recognized in the period in which they are determined.

       Lionbridge’s service offerings include integrated service arrangements, consisting of combinations of content development, product and content globalization, software and hardware testing, product certification, application development and maintenance and interpretation services. Each of these component services within the integrated offering can be delivered through a single arrangement with multiple deliverables. For these integrated service arrangements, Lionbridge applies the consensus of EITF 00-21 to determine whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes. Accordingly, if the elements qualify as separate units of accounting, and fair value exists for the elements of the contract that are unrelated to the other services, these elements are accounted for separately and the related revenue is recognized as the services are delivered or the services are rendered as noted above.

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

Valuation of Goodwill and Other Intangible Assets

       Lionbridge assesses the impairment of goodwill and other intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that Lionbridge considers important which could trigger an impairment review include: significant underperformance relative to expected historical or projected future operating results; significant changes in the overall business strategy; and significant negative industry or economic trends. When Lionbridge determines that the carrying value of intangibles and goodwill may not be recoverable based upon one or more of these indicators of impairment, Lionbridge measures any impairment using projected discounted cash flow models. In accordance with SFAS 142, goodwill is not amortized but is now reviewed for impairment on at least an annual basis. Lionbridge will perform its annual test of goodwill to determine if there is impairment at December 31, 2005.

Acquisitions

       On September 1, 2005, Lionbridge completed the acquisition of BGS, as more fully described in “Prospectus Summary.” After the acquisition, BGS became a wholly owned subsidiary of Lionbridge. At the closing, each share of common stock of BGS was automatically converted into the right to receive a portion of the acquisition consideration. To fund a portion of the purchase price for its acquisition of BGS, Lionbridge entered into a Credit Agreement (Credit Agreement) dated as of September 1, 2005, together with certain of its U.S. and non-U.S. subsidiaries, the several banks

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and financial institutions (Lenders) as may become parties to the Credit Agreement and Wachovia Bank, National Association, as administrative agent for the Lenders (Wachovia). The Credit Agreement provides for a five-year $25.0 million revolving credit facility and a six-year $100.0 million term facility.

       The BGS acquisition was accounted for using the purchase method of accounting. The total purchase price was $188.3 million, consisting of a cash payment of $128.5 million made at the closing, 9.4 million shares of Lionbridge’s common stock with a fair market value of $56.5 million, and an additional $3.3 million of direct acquisition costs. The market price used to value the Lionbridge shares issued as partial consideration for BGS was $6.01 which represents the 5 day average closing price of the stock during the period beginning two days before and ending two days after June 28, 2005 the first trading day of Lionbridge’s common stock following announcement of the acquisition on June 27, 2005. Lionbridge borrowed $2.5 million under the revolving credit facility component of the Credit Agreement and $97.7 million (net of $2.3 million of debt financing fees) under the term facility component of the Credit Agreement, which amounts were used to pay a portion of the cash consideration at the closing.

Merger, Restructuring and Other Charges

       During the nine-month period ended September 30, 2005, Lionbridge recorded $2.3 million of restructuring and other charges. Of this amount, $1.9 million was recorded in the quarter ended September 30, 2005 and primarily related to the acquisition of BGS. Additionally, $449,000 was recorded in the six months ended June 30, 2005 and was related primarily to workforce reductions in France and the U.S. The $2.3 million recorded in the nine-month period ended September 30, 2005 included $171,000 for anticipated losses on vacated facilities, $36,000 for the impairment of long-lived assets, $1.2 million for workforce reductions in Germany, France and the U.S., consisting of fifty technical, twelve administrative and three sales staff, and $945,000 of other charges, principally professional services fees related to the integration of BGS. Of these charges, $1.3 million related to Lionbridge’s Globalization segment, $67,000 to the Testing segment and $945,000 to Corporate and Other. Of the $1.3 million of cash payments during the nine-month period ended September 30, 2005, $1.1 million and $163,000 related to the Globalization and Testing segments, respectively, and $41,000 related to Corporate and Other.

       During the nine months ended September 30, 2004, Lionbridge recorded restructuring and other charges of $1.9 million primarily related to the acquisition and integration of Mentorix. The $1.9 million of restructuring and other charges included $705,000 for anticipated losses recorded on vacated facilities, $146,000 for the impairment of long-lived assets, and $1.0 million for workforce reductions in the U.S., Brazil, France, Ireland, Germany, the Netherlands and China, consisting of fifty-nine technical, twelve administrative, and four sales staff. Of the $1.9 million of restructuring and other charges recorded during the nine months ended September 30, 2004, $1.1 million relates to Lionbridge’s Globalization reporting segment, $511,000 to the Testing segment and $233,000 to Corporate and Other. As of June 30, 2004, Lionbridge had completed its restructuring plan, initiated in the third quarter of 2003, in conjunction with the acquisition and integration of Mentorix. Since inception of this restructuring plan, Lionbridge has recorded $2.8 million in related restructuring and other charges.

Stock-Based Compensation

       On September 2, 2005, Lionbridge recorded deferred compensation of $274,000, representing the fair market value of 40,000 shares of restricted common stock issued to certain employees. Restrictions on disposition lapse over four years from the date of grant on each anniversary date. On August 15, 2005, Lionbridge recorded deferred compensation of $130,000, representing the fair market value of 19,000 shares of restricted common stock issued to certain employees. Restrictions on disposition lapse over four years from the date of grant on each anniversary date. On June 1, 2005, Lionbridge recorded deferred compensation of $74,000, representing the fair market value of

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15,000 shares of restricted common stock issued to a certain employee. Restrictions on disposition lapse over five years from the date of grant on each anniversary date. On March 11, 2005, Lionbridge recorded deferred compensation of $427,000, representing the fair market value of 75,019 shares of restricted common stock issued to certain employees. Restrictions on disposition lapse ratably over eighteen months from the date of grant on each nine month anniversary date. On February 16, 2005, Lionbridge recorded deferred compensation of $2.8 million, representing the fair market value of 475,231 shares of restricted common stock issued to certain employees. Of the 475,231 shares of restricted common stock issued in February 2005, restrictions on disposition lapse from the date of grant on each anniversary date as follows: 71,731 shares after two years, 171,500 shares after three years and 232,000 shares after four years, respectively. During the nine months ended September 30, 2005, upon the separation of certain employees, deferred compensation of $486,000, representing the fair market value of 90,143 shares of restricted common stock originally issued to these employees was reversed.

       Total amortization of deferred compensation related to all restricted stock awards was $331,000 and $176,000 for the three-month periods ended September 30, 2005 and 2004, respectively and $1.2 million and $419,000 for the nine-month periods ended September 30, 2005 and 2004, respectively.

       Lionbridge currently expects to amortize the following remaining amounts of deferred compensation existing as of September 30, 2005 in the fiscal periods as follows:

December 31, 2005	$	394,000
December 31, 2006		1,464,000
December 31, 2007		1,096,000
December 31, 2008		731,000
December 31, 2009		282,000
	$	3,967,000

Results of Operations

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

			Three Months						Nine Months
			Ended						Ended
			September 30,						September 30,
			2005			2004			2005			2004
Revenue				100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
	Cost of revenue (exclusive of depreciation and amortization included below)			65.4			64.6			65.4			62.0
	Sales and marketing			8.7			9.2			9.3			9.0
	General and administrative			19.6			19.8			19.6			19.6
	Research and development			0.8			0.2			0.6			0.2
	Depreciation and amortization			1.6			1.7			1.5			1.9
	Amortization of acquisition-related intangible assets			1.1			—			0.5			0.1
	Merger, restructuring and other charges			3.2			—			1.7			1.6
	Stock-based compensation			0.6			0.5			0.8			0.4
		Total operating expenses		101.0			96.0			99.4			94.8

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	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Income (loss) from operations		(1.0	)		4.0			0.6			5.2
Interest on outstanding debt		1.2			—			0.5			—
Interest income		0.3			0.3			0.3			0.2
Other expense		0.4			0.1			0.3			0.1
Income (loss) before income taxes		(2.3	)		4.2			0.1			5.3
Provision for income taxes		1.9			0.4			1.0			0.4
Net income (loss)		(4.2	)%		3.8	%		(0.9	)%		4.9	%

       Revenue. The following table shows Globalization, Testing and Interpretation revenues in dollars and as a percentage of total revenue for the three and nine months ended September 30, 2005 and 2004, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Globalization	$	48,715,000	83%	$	29,169,000	78%	$	112,652,000	81%	$	90,721,000	77%
Testing		7,966,000	14%		8,461,000	22%		24,187,000	17%		27,736,000	23%
Interpretation		1,736,000	3%		—	—%		1,736,000	2%		—	—%
Total revenue	$	58,417,000	100%	$	37,630,000	100%	$	138,575,000	100%	$	118,457,000	100%

       Revenue for the quarter ended September 30, 2005 was $58.4 million, an increase of $20.8 million, or 55.2%, from $37.6 million for the quarter ended September 30, 2004. Of the $20.8 million increase, approximately $18.5 million was due to revenue attributable to Lionbridge’s acquisition of BGS. The increase consists of $19.5 million of revenue growth in Globalization revenue, offset by a decrease of $495,000 in Testing revenue. One month of revenue for Interpretation acquired from BGS was $1.7 million for the three and the nine months ended September 30, 2005.

       For the quarter ended September 30, 2005, Globalization revenue was $48.7 million, an increase of $19.5 million, or 67.0%, from $29.2 million in the quarter ended September 30, 2004. This increase was primarily due to $16.8 million attributable to the acquisition of BGS, with the remainder due to organic revenue growth principally from new engagements with customers outside of Lionbridge’s traditional technology market sector. Testing revenue was $8.0 million for the quarter ended September 30, 2005, a decrease of $495,000 or 5.9% from $8.5 million for the quarter ended September 30, 2004. The year-on-year decrease in Testing revenue was primarily due to a slowdown in demand for technology applications products from one of Lionbridge’s largest customers.

       For the nine months ended September 30, 2005, revenue was $138.6 million, an increase of $20.1 million, or 17.0%, as compared to $118.5 million for the same period of the prior year. The increase was due to $21.9 million of revenue growth in Globalization, partially offset by a decrease of $3.5 million in Testing revenue as compared to the corresponding period of 2004. Of the $21.9 million increase in Globalization revenue, $18.5 million is attributable to Lionbridge’s acquisition of BGS.

       For the nine months ended September 30, 2005, Globalization revenue was $112.7 million, an increase of $21.9 million, or 24.2%, from $90.7 million, in the corresponding period of 2004. This increase was primarily due to approximately $16.8 million attributable to the acquisition of BGS, with the remainder due to organic revenue growth principally from new engagements with customers outside of Lionbridge’s traditional technology market sector, as well as a new engagement with a

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large enterprise software provider in 2005, as compared to the corresponding period of 2004. Testing revenue was $24.2 million for the nine months ended September 30, 2005, a decrease of $3.5 million, or 12.8%, from $27.7 million in the corresponding period of the prior year for the reasons noted above.

       Cost of Revenue. Cost of revenue, excluding depreciation and amortization, consists primarily of expenses incurred for translation services provided by third parties as well as salaries and associated employee benefits for personnel related to client projects. The following table shows Globalization, Testing and Interpretations cost of revenues, the percentage variance from the three- and nine-month periods of the prior year and as a percentage of revenue for the three and nine months ended September 30, 2005 and 2004, respectively:

		Three Months					Three Months			Nine Months					Nine Months
		Ended					Ended			Ended			% Change		Ended
		September 30,			% Change		September 30,			September 30,			Nine Months ’04 to		September 30,
		2005			Q3 ’04 to Q3 ’05		2004			2005			Nine Months ’05		2004
Globalization:
	Cost of revenue	$	32,195,000			69.8%	$	18,960,000		$	75,192,000			31.6%	$	57,140,000
	Percentage of revenue		66.1	%				65.0	%		66.7	%				63.0	%
Testing:
	Cost of revenue		4,571,000			(14.3)%		5,332,000			14,061,000			(13.6)%		16,282,000
	Percentage of revenue		57.4	%				63.0	%		58.1	%				58.7	%
Interpretation:
	Cost of revenue		1,429,000			100.0%		—			1,429,000			100.0%		—
	Percentage of revenue		82.3	%							82.3	%
	Total cost of revenue	$	38,195,000				$	24,292,000		$	90,682,000				$	73,422,000
	Percentage of revenue		65.4	%				64.6	%		65.4	%				62.0	%

       For the quarter ended September 30, 2005, as a percentage of revenue, cost of revenue increased to 65.4% as compared to 64.6% for the corresponding quarter of the prior year. For the quarter ended September 30, 2005, cost of revenue increased $13.9 million, or 57.2%, to $38.2 million as compared to $24.3 million for the corresponding quarter of the prior year. Of the $13.9 million increase, approximately $12.3 million was in support of the $18.5 million incremental revenue attributable to Lionbridge’s acquisition of BGS and includes $1.4 million for one month’s cost of revenue for Interpretation for the three and the nine months ended September 30, 2005.

       For the quarter ended September 30, 2005, Globalization cost of revenue increased slightly to 66.1% as compared to 65.0% for the corresponding period of the prior year. This increase was primarily due to the higher ratio of cost to revenue with respect to the revenues attributable to BGS and the remainder principally due to work mix variations in the quarter. These cost increases included contractor costs for specialists on certain Application, Development and Maintenance (ADM) and Content projects and increased costs for translation services for Localization projects, as compared to the corresponding period of the prior year. Testing cost of revenue decreased to 57.4% for the quarter ended September 30, 2005 as compared to 63.0% for the corresponding quarter of the prior year. This improvement was due to the favorable impact of cost savings resulting from restructuring activities, as Lionbridge adjusted capacity to anticipated lower Testing revenue levels, and work mix and scope variations in testing services provided as compared to the prior year.

       For the nine months ended September 30, 2005, as a percentage of revenue, cost of revenue increased to 65.4% as compared to 62.0% for the corresponding period of the prior year. Cost of revenue was $90.7 million for the nine months ended September 30, 2005, an increase of $17.3 million, or 23.5%, as compared to $73.4 million for the same period of 2004. Of the $17.3 million increase, approximately $12.3 million was due to cost of revenue attributable to Lionbridge’s acquisition of BGS, as noted above.

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       For the nine months ended September 30, 2005, Globalization cost of revenue increased to 66.7% as compared to 63.0% for the corresponding period of the prior year, primarily due to the higher ratio of cost to revenue with respect to the revenues attributable to BGS and the remainder principally due to work mix variations and the startup of localization services for new client engagements, as compared to the nine months ended September 30, 2004. These cost increases included contractor costs for specialists on certain ADM and Content projects and increased costs for translation services for Localization projects, as compared to the corresponding period of the prior year. Globalization cost of revenue was $75.2 million for the nine months ended September 30, 2005, an increase of $18.1 million, or 31.6%, from $57.1 million in the comparable period of 2004, primarily due to $10.9 million of increased outsourcing costs and increased contract labor costs attributable to Lionbridge’s acquisition of BGS and as required to support the growth in related revenue.

       For the nine months ended September 30, 2005, Testing cost of revenue decreased to 58.1% for the nine months ended September 30, 2005 as compared to 58.7% for the corresponding period of the prior year. The decrease was primarily the result of favorable mix and revised scope of testing services provided as compared to the prior year, and the benefit of cost management and reductions, as Lionbridge adjusted capacity in response to revenue shortfalls. Testing cost of revenue was $14.1 million for the nine months ended September 30, 2005, a decrease of $2.2 million, or 13.6%, from $16.3 million in the comparable period of 2004, primarily reflecting lower revenue levels and the benefit of cost management and reductions, as noted above.

       Sales and Marketing. Sales and marketing expenses consist primarily of salaries, commissions and associated employee benefits, travel expenses of sales and marketing personnel, promotional expenses and the costs of programs aimed at increasing revenue, such as advertising, trade shows, public relations and other market development programs. The following table shows sales and marketing expenses in dollars, the dollar variance as compared to the prior year period and as a percentage of revenue for the three and six months ended September 30, 2005 and 2004, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Total sales and marketing expenses	$	5,078,000		$	3,443,000		$	12,942,000		$	10,700,000
Increase from prior year		1,635,000						2,242,000
Percentage of revenue		8.7	%		9.2	%		9.3	%		9.0	%

       Sales and marketing expenses of $5.1 million for the quarter ended September 30, 2005 increased $1.6 million from the corresponding quarter of 2004. This increase is primarily due to approximately $1.2 million of expense attributable to Lionbridge’s acquisition of BGS, with the remainder the result of higher employee-related expenses and travel costs in the sales organization to support the remaining increase in Globalization revenue.

       For the nine months ended September 30, 2005, sales and marketing expenses increased 21.0% to $12.9 million from $10.7 million in the comparable period of 2004. This increase is primarily due to approximately $1.2 million of expense attributable to Lionbridge’s acquisition of BGS, with the remainder the result of increased employee-related expenses and travel costs incurred in the sales organization to support the remaining increase in Globalization revenue.

       As a percentage of revenue, sales and marketing expenses decreased to 8.7% in the third quarter of 2005 from 9.2% in the corresponding period in 2004, primarily as a result of the increased revenue levels from period to period, and increased to 9.3% during the first nine months of 2005, from 9.0% during the nine months ended September 30, 2004. The increase was primarily attributable to higher employee-related expenses and travel costs in the sales organization. In

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addition, this increase was also the result of higher associated variable compensation due to a larger percentage of revenue being derived from new customer programs and sales resources added to drive larger, offshore initiatives, partially offset by the benefit of increased revenue in the nine months ended September 30, 2005, as compared to the corresponding period of the prior year.

       General and Administrative. General and administrative expenses consist of salaries of the management, purchasing, process and technology, finance and administrative groups, and associated employee benefits and travel; facilities costs; information systems costs; professional fees; business reconfiguration costs and all other site and corporate costs. The following table shows general and administrative expenses in dollars, the dollar variance as compared to the prior year period and as a percentage of revenue for the three and six months ended September 30, 2005 and 2004, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Total general and administrative expenses	$	11,472,000		$	7,466,000		$	27,084,000		$	23,276,000
Increase from prior year		4,006,000						3,808,000
Percentage of revenue		19.6	%		19.8	%		19.6	%		19.6	%

       General and administrative expenses increased $4.0 million or 53.7%, to $11.5 million for the quarter ended September 30, 2005 as compared to $7.5 million for the quarter ended September 30, 2004. This increase is primarily due to approximately $3.2 million of expense attributable to Lionbridge’s acquisition of BGS, with the remainder the result of higher employee, professional fees and certain other costs incurred in connection with the acquisition in the quarter ended September 30, 2005, as compared to the corresponding period of the prior year.

       For the nine months ended September 30, 2005, general and administrative expenses increased $3.8 million to $27.1 million from $23.3 million during the corresponding period of 2004. The increase was primarily the result of approximately $3.2 million of expense attributable to Lionbridge’s acquisition of BGS, with the remainder the result of higher employee, professional fees and certain other costs incurred in the second and third quarters of 2005 in connection with the acquisition.

       As a percentage of revenue, general and administrative expenses decreased to 19.6% for the quarter ended September 30, 2005 as compared to 19.8% for the quarter ended September 30, 2004, and were flat at 19.6% for the nine months ended September 30 2005 and 2004, respectively. The percentage of revenue was maintained year over year, as the increased expenses noted above were offset by the benefit of lower employee, facility and travel costs in the first quarter of 2005, reflecting the benefit of restructuring activities primarily related to the integration of the India operation as well as the impact of the increase in revenue from period to period.

       Research and Development. Research and development expenses relate to the development and integration of configurable technologies used in the globalization process and the research and development of a language management technology platform initiated in 2004. The costs consist primarily of salaries and associated employee benefits and third-party contractor expenses. The following table shows research and development expense in dollars, the dollar variance as compared

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to the prior year and as a percentage of revenue for the three and six months ended September 30, 2005 and 2004, respectively:

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Total research and development expense	$	448,000		$	79,000		$	830,000		$	258,000
Increase from prior year		369,000						572,000
Percentage of revenue		0.8	%		0.2	%		0.6	%		0.2	%

       Research and development expense increased approximately 467% to $448,000 for the quarter ended September 30, 2005 as compared to $79,000 for the quarter ended September 30, 2004. For the nine months ended September 30, 2005, research and development expenses increased 221.7% to $830,000 from $258,000 for the nine months ended September 30, 2004. This increase is primarily attributable to research and development costs incurred in development of a language management technology platform.

       Depreciation and Amortization. Depreciation and amortization consist of the expense related to property and equipment that is being depreciated over the estimated useful lives of the assets using the straight-line method. The following table shows depreciation and amortization expense in dollars, the dollar variance as compared to the prior year and as a percentage of revenue for the three and nine months ended September 30, 2005 and 2004, respectively:

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Total depreciation and amortization expense	$	916,000		$	650,000		$	2,145,000		$	2,290,000
Increase (decrease) from prior year		266,000						(145,000	)
Percentage of revenue		1.6	%		1.7	%		1.5	%		1.9	%

       Depreciation and amortization expense increased 40.9% to $916,000 for the quarter ended September 30, 2005 as compared to $650,000 for the quarter ended September 30, 2004. For the nine months ended September 30, 2005, depreciation and amortization expense decreased 6.3% to $2.1 million from $2.3 million for the nine months ended September 30, 2004. The increase in the quarter and decrease in the nine months ended September 30, 2005, as compared to the corresponding period of the prior year, result from $497,000 of incremental depreciation and amortization expense attributable to Lionbridge’s acquisition of BGS, being partially and fully offset, respectively, due to the culmination of depreciable lives of certain assets acquired in prior years.

       Amortization of Acquisition-related Intangible Assets. Amortization of acquisition-related intangible assets consists of the amortization of identifiable intangible assets resulting from acquired businesses. This expense includes approximately $620,000 of expense based on the preliminary allocation of the purchase price for the acquisition of BGS. Amortization expense for the three and nine months ended September 30, 2005 of $630,000 and $648,000, respectively, and for the three and nine months ended September 30, 2004 of $10,000 and $118,000, respectively, relates solely to the amortization of identifiable intangible assets.

       Merger, Restructuring and Other Charges. Merger, restructuring and other charges consist of costs associated with employee severance, exiting activities and integration cost. Lionbridge recorded restructuring expense of $949,000 for work force reductions and site closures for the three months ended September 30, 2005 primarily related to the acquisition of BGS.

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       For the nine-month period ended September 30, 2005, Lionbridge recorded $1.4 million for restructuring expenses; $949,000 for charges in connection with work force reductions and site closures related to the acquisition of BGS; and $449,000 attributable to restructuring charges for workforce reductions in France and the United States during the six-month period ended June 30, 2005. For the corresponding nine months of 2004, Lionbridge recorded $1.9 million for work force reductions and site closures, principally related to the integration and merger of Mentorix, acquired in late 2003. Additionally, Lionbridge recorded other charges for consulting, professional services and certain other cost related to the integration of the BGS acquisition of $930,000 and $945,000 for the three and nine months ended September 30, 2005, respectively.

       Interest Expense. Interest expense of $693,000 for the three and nine months ended September 30, 2005, primarily represents interest paid or payable on debt and the amortization of deferred financing costs on the $100.0 million term facility entered into by Lionbridge during the quarter to fund a portion of the purchase price for its acquisition of BGS. There was no outstanding debt for the three and nine months ended September 30, 2004.

       Other Expense, Net. Other expense, net primarily reflects the foreign currency transaction gains or losses arising from exchange rate fluctuations on transactions denominated in currencies other than the functional currencies of the countries in which the transactions are recorded. Lionbridge recognized $246,000 in other expense, net in the quarter ended September 30, 2005, as compared to $41,000 in other expense, net in the corresponding quarter of the prior year. For the nine months ended September 30, 2005, other expense, net increased to $463,000 from $108,000 in the nine months ended September 30, 2004. These increases were primarily attributable to the larger (due to the BGS acquisition) net position of U.S. dollar, Euro, and Yen and denominated assets and liabilities, combined with the net variance of the Euro, Yen and other currencies against the U.S. dollar in the three- and nine-month periods ended September 30, 2005, as compared to the net position and variance during the corresponding periods of the prior year.

       Provision for Income Taxes. Lionbridge’s provision for income taxes of $1.1 million and $1.3 million for the three and nine months ended September 30, 2005, respectively, consisting primarily of taxes in foreign jurisdictions of Lionbridge and BGS and the increase to the valuation allowance against Lionbridge’s net deferred asset position, excluding indefinite lived intangibles acquired during the year. Lionbridge is still evaluating certain purchase accounting adjustments and reserves specific to the acquisition of BGS which may have an impact on the deferred tax assets and liabilities of Lionbridge.

       Prior to its acquisition by Lionbridge, BGS’ historic effective tax rate had been significantly higher than Lionbridge’s. During 2004, BGS’ effective tax rate was 33.6%, while Lionbridge’s was 6.7%. We are implementing various tax planning strategies to reduce our combined effective tax rate in the future. Even if we are successful in implementing these strategies, it is likely that our effective tax rate will nevertheless remain materially higher than our historic rates for the foreseeable future.

Liquidity and Capital Resources

       On September 1, 2005, Lionbridge replaced its revolving credit facility with HSBC Bank USA and Wachovia Bank (HSBC-Wachovia Facility) originally entered into in December 2004 with a credit facility with Wachovia Bank, National Association and Wachovia Capital Markets, LLC (Wachovia Facility). Under the Wachovia Facility, Lionbridge is able to borrow up to $125.0 million governed by certain financial covenants. Borrowings outstanding under the Wachovia Facility are collateralized by the domestic assets of Lionbridge Technologies, Inc. and its U.S. subsidiaries and stock of certain foreign subsidiaries. In conjunction with the execution of the Wachovia Facility, the facility bears interest at Prime or LIBOR (at our discretion) plus an applicable margin based on certain financial covenants. The Wachovia Facility is further divided into two sub-facilities, a Term Loan Facility (Term Loan) and a Revolving Loan Facility (Revolver).

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       The Term Loan has an aggregate outstanding principal amount of $100.0 million as of September 30, 2005 and bears an initial interest rate of 7.4%. The principal amount of the Term Loan is payable in installments. The total Term Loan principal payments by fiscal period are as follows:

Year ended December 31, 2005	$	250,000
Year ended December 31, 2006		1,000,000
Year ended December 31, 2007		1,000,000
Year ended December 31, 2008		1,000,000
Year ended December 31, 2009		1,000,000
Year ended December 31, 2010		24,500,000
Thereafter		71,250,000
	$	100,000,000

       Additional contingent principal payments on the Term Loan and Revolver are also due based on a percentage of the annual cash flow (as defined in the agreement) generation of Lionbridge. These mandatory principal payments are payable within 90-days of Lionbridge’s year-end. The percentage due is governed by certain financial covenants. Lionbridge had an interest payment of $1.9 million due on December 1, 2005. Future interest payments will be determined based on the interest rate and term elected by Lionbridge. The proceeds from the Term Loan were used exclusively to fund the purchase of BGS, and were paid to Bowne & Co., Inc.

       The Revolver had no outstanding borrowings as of September 30, 2005 and has a Maturity date of September 1, 2010. At September 30, 2005, Lionbridge’s borrowing capacity was $9.3 million and we would have elected an interest rate of 7.6% based on a 3-month LIBOR loan as of September 30, 2005 under the Revolver. Interest is payable in arrears to a maximum of three-month increments depending on the terms under which the Revolver loans are based.

       The following table shows cash, cash equivalents, short-term investments and working capital at September 30, 2005 and at December 31, 2004:

	September 30, 2005		December 31, 2004
Cash and cash equivalents	$	20,557,000	$	38,564,000
Short-term investments		—		4,000,000
Working capital		56,069,000		49,961,000

       Lionbridge’s working capital increased $6.1 million to $56.1 million at September 30, 2005 as compared to $50.0 million at December 31, 2004. The increase was due to the growth of the business during the nine months ended September 30, 2005, and the net impact of the BGS acquisition. As of September 30, 2005, cash and cash equivalents totaled $20.6 million, a decrease of $18.0 million from $38.6 million at December 31, 2004, primarily due to the use of $31.8 million in cash to acquire BGS, partially offset by cash acquired of $11.3 million, cash generated by the business of $3.5 million, and the conversion of $4.0 million of short term investments into cash. As a result of this conversion, short term investments totaled zero at September 30, 2005, a decrease of $4.0 million as compared to $4.0 million at December 31, 2004. Accounts receivable and work in process totaled $97.6 million, an increase of $67.4 million as compared to $30.3 million at December 31, 2004. Of this increase, $59.6 million is attributable to the BGS acquisition; and other current assets increased by $4.9 million as compared to December 31, 2004. Current liabilities totaled $68.9 million at September 30, 2005, an increase of $44.2 million from December 31, 2004. Of this increase, $40.7 million is attributable to the BGS acquisition.

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       The following table shows the net cash provided by operating activities, net cash used in investing activities, and net cash provided by financing activities for the nine months ended September 30, 2005 and 2004, respectively:

	Nine Months Ended
	September 30,
	2005		2004
Net cash provided by operating activities	$	3,526,000	$	8,875,000
Net cash used in investing activities		119,701,000		4,612,000
Net cash provided by financing activities		99,260,000		1,106,000

       Net cash provided by operating activities was $3.5 million for the nine-month period ended September 30, 2005, as compared to $8.9 million for the corresponding period of the prior year. The primary source of cash in the nine months ended September 30, 2005 was a $10.3 million increase in accounts payable and accrued expenses and a $1.2 million increase in deferred revenue, partially offset by other changes including an $8.2 million increase in accounts receivable, and a $2.7 million increase in certain other operating assets, including work-in-process. The primary source of net cash provided by operating activities for the nine-month period ended September 30, 2004, was the growth and profitability of the business, including net income of $5.9 million (reflecting $3.1 million in depreciation, amortization and other non-cash expenses), and a $5.1 million reduction in accounts receivable and certain other operating assets, partially offset by other changes including a net $2.5 million decrease in accounts payable and accrued expenses, a $1.9 million increase in work-in-process and a $743,000 decrease in deferred revenue.

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

       Net cash used in investing activities increased $115.1 million to $119.7 million for the nine-month period ended September 30, 2005 from $4.6 million for the corresponding quarter of the prior year. The primary investing activities in the nine-month period ended September 30, 2005 were the $120.5 million payment, net of cash acquired, to acquire BGS, and the purchase and sale of $77.3 million and $81.3 million of short-term investments, respectively. The primary net use of cash in investing activities for the nine-month period ended September 30, 2004 was the purchase of $4.0 million of short-term investments.

       Net cash provided by financing activities increased $98.2 million to $99.3 million in the nine-month period ended September 30, 2005 as compared to $1.1 million for the corresponding period of 2004. Net cash provided by financing activities, were primarily to fund the acquisition of BGS and consisted of the $97.7 million proceeds from the issuance of long-term debt. In addition, Lionbridge raised $1.7 million proceeds from the issuance of common stock under option and employee stock purchase plans, partially offset by the payments of capital lease obligations. The primary source of net cash provided by financing activities for the nine-month period ended September 30, 2004 was $1.3 million in proceeds from the issuance of common stock under option and employee stock purchase plans.

       Lionbridge’s future financing requirements will depend upon a number of factors, including its operating performance and increases in operating expenses associated with growth in its business, and the success of the BGS acquisition.

       On February 10, 2005, Lionbridge filed with the Securities and Exchange Commission a shelf registration statement on Form S-3 under the Securities Act of 1933, as amended (SEC File No. 333-122698), covering the registration of common stock (Securities), in an aggregate amount of $130 million, which was declared effective by the Commission on February 23, 2005. These Securities may be offered from time to time in amounts, at prices and on terms to be determined at

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the time of sale. We believe the shelf registration provides additional financing flexibility to meet potential future funding requirements and the ability to take advantage of potentially attractive capital market conditions. Lionbridge anticipates that its present cash and short-term investments position, available financing and access to capital markets should provide adequate cash to fund its currently anticipated cash needs for the next twelve months and foreseeable future.

Contractual Obligations

       As of September 30, 2005, there are no material changes in Lionbridge’s contractual obligations as disclosed in Lionbridge’s Annual Report on Form 10-K for the year ended December 31, 2004, with the exception of contractual obligations relating to customers, vendors and real estate, all in the ordinary course of business, assumed by Lionbridge in connection with its acquisition of BGS.

Off-Balance Sheet Arrangements

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

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BUSINESS

General

       Lionbridge is a leading provider of globalization and testing services that enable clients to develop, release, manage and maintain their enterprise content and technology applications globally. Globalization is the process of adapting content and products to meet the language and cultural requirements of users throughout the world. Globalization also includes the development and maintenance of content and applications. Testing is the process of ensuring the quality, interoperability, usability and performance of clients’ software, hardware, consumer technology products, websites and content. Testing also includes product certification. Lionbridge offers its testing services under the VeriTest brand. In addition, as a result of Lionbridge’s acquisition of BGS, Lionbridge now provides interpretation services to government organizations and businesses that require human interpreters for non-English speaking individuals.

Lionbridge Solution

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

       Global Scale. With more than 4,000 employees worldwide, Lionbridge operates solution centers in 25 countries. Lionbridge leverages its global resources and proven program management capabilities to provide client delivery teams that are designed to have the technical, linguistic and industry expertise and skills to meet each client’s specific needs. Lionbridge’s global infrastructure enables Lionbridge to deliver high-value, cost-effective globalization and testing services and to meet its clients’ budgetary and geographic requirements.

       As part of Lionbridge’s strategy to add greater scale to its operations, Lionbridge completed its acquisition of BGS, the globalization division of Bowne & Co., Inc. on September 1, 2005. BGS was a Lionbridge competitor and the largest provider in the globalization services industry, with revenue of approximately $223 million in 2004. BGS’ worldwide presence, language expertise and broadly diversified customer base complement Lionbridge’s advanced language technology and its comprehensive development and testing services. This combination creates a company with greater global scale, innovation and resources, and enables Lionbridge to further diversify its customer base by adding customers in the automotive, financial services and government sectors. As a result, Lionbridge can utilize its existing global infrastructure and technology to serve a larger customer base.

       Hosted Internet-based Language Management Technology. Lionbridge globalization services are based on a hosted internet-based language technology platform. This platform includes a suite of applications that streamline the translation process and increase linguistic quality and consistency. This increased efficiency lowers translation costs thereby affording our clients greater freedom to be creative when preparing their source materials. A core component of this platform is Lionbridge’s Logoport technology, an internet-architected, hosted translation memory application that manages previously translated words, phrases and glossaries in real time and simplifies translation management. This advanced application makes it easier for translators around the world to collaborate, share knowledge, and deliver consistent, high-quality results while enabling clients to better manage their language assets through the Lionbridge-hosted managed service platform.

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Lionbridge is also adding workflow capabilities and integrating components of BGS’ technology, including the BGS Elcano portal and machine translation technology, into the Lionbridge language management platform. This comprehensive hosted infrastructure is enabling Lionbridge to provide clients with high-quality globalization services and highly efficient centralized language management processes.

       Integrated Full-Service Offering. Lionbridge is able to serve as an outsourcing partner throughout a client’s product and content lifecycle from development and globalization to testing through maintenance. Clients can rely on Lionbridge’s comprehensive globalization services to develop, release and maintain their global content and technology applications for their customers, partners and employees throughout the world. Lionbridge’s testing services enable clients to improve product quality and reduce downstream support costs. This unified suite of solutions allows Lionbridge to serve as its clients’ single outsource provider for developing, releasing, testing and maintaining multilingual content and technology across global end markets. By outsourcing to a large-scale provider, organizations are able to focus on their core competencies, drive process improvements and speed the process of communicating large amounts of information to customers and employees throughout their global organization.

       Proven Program Management Methodologies. At the center of all Lionbridge services are its company-wide methodologies that provide a systematic, specific approach for the delivery of globalization and testing projects. This approach enables Lionbridge to establish accountability, communications and processes across all Lionbridge production sites throughout a client project to ensure high quality, reliability and consistency. They also increase Lionbridge’s productivity and provide a baseline for continuous process improvement and the transfer of knowledge and expertise throughout the Lionbridge organization.

Lionbridge Services

       Lionbridge provides a full suite of globalization and testing services. Our services include the following:

     Globalization Services

       Content Globalization. Content globalization is the adaptation of internet, intranet, interactive, or marketing content to meet cultural, linguistic and business requirements of international markets. By globalizing content, organizations can more effectively communicate with their customers, partners and employees on a worldwide basis. Lionbridge provides multilingual content services which include translating and maintaining its clients’ web-based content, eLearning courseware and training materials, technical support databases, and sales and marketing information. By utilizing technology and integrating with its clients’ content management processes and systems, Lionbridge is able to manage the translation process in an automation-assisted manner for large volumes of content. Lionbridge combines technical writing and translation expertise, design and production capabilities, program management, standards-based automation technology and process optimization techniques to provide high-quality, client-specific solutions for multilingual content.

       For example, Lionbridge is managing frequently changing content for a client’s global online search website and its online advertising program. Lionbridge is automating the process of extracting English language content from the client, routing it through translation memory technology and workflow processes and publishing the translated content directly to the client in an automated manner. As a result of this streamlined process, Lionbridge estimates that it is saving this client significant time and cost associated with the ongoing management of its multilingual search website and advertising programs.

       Product Globalization. Lionbridge creates foreign language versions of its clients’ products and software applications, including the user interface, online help systems documentation and packaging. Through its internationalization, software localization and technical translation services,

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Lionbridge provides its clients with re-engineered and culturally adapted multilingual versions of their products and applications. Lionbridge’s product globalization services enable Lionbridge clients to release fully operable software applications, consumer devices and hardware products that are adapted to the cultural, linguistic and technical requirements of specific international markets.

       As an example, Lionbridge provides localization services for a global mobile communications provider that releases dozens of new communication devices and related applications in more than 80 languages every year. Lionbridge localizes and tests software and related documentation, user interfaces and help screens. The Lionbridge process is integrated with and essential to the client’s worldwide product release cycle. As a result, Lionbridge believes that it is reducing the time required for its client’s new products to reach international markets and reducing the client’s global release costs while increasing its customer satisfaction worldwide.

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

       For one government organization, Lionbridge provides telephonic interpretation services, onsite interpretation services and translation services during interviews of aliens seeking asylum or protection from removal to their home countries. As a result, Lionbridge believes that this government organization can promote greater reliability in understanding and evaluating claims. For a large healthcare information service provider, Lionbridge provides interpretation services that link patients with interpreters who translate the confidential communications between the patients and healthcare providers. Lionbridge believes that this enables the healthcare information provider to effectively and efficiently service its non-English speaking users which total approximately 500 per month.

       Application Development and Maintenance. To support clients’ global product releases, Lionbridge offers a scalable application development and maintenance solution that includes custom software development, application maintenance and code modernization. Core to this solution is Lionbridge’s global team approach that combines program managers either onsite at the client’s operation with application development and maintenance professionals located in service centers in Ireland, China and India. This global delivery model leverages Lionbridge’s worldwide infrastructure and enables Lionbridge to offer a high-quality, low-cost application development and maintenance solution that Lionbridge believes optimizes clients’ existing resources and reduces their cost of supporting business and IT applications.

       For example, for a Fortune 500 provider of managed care and specialty healthcare insurance services, Lionbridge is modernizing several of the company’s back-end applications by migrating the applications to a newer, more flexible technology platform. Concurrently, Lionbridge is enhancing and maintaining the client’s legacy systems with a combination of onsite program management and offshore code development, support and maintenance. Lionbridge believes that by working with it, the client will be able to better manage the deployment of new information technology systems and more cost-effectively manage its legacy claims processing, billing and other business-critical applications.

       Content Development. Content development is the creation, design and deployment of content and related assets including rich media, text, images, and animations. Lionbridge provides content development solutions, including eLearning courseware development, and production and integration of content within a technology platform. As part of this solution, Lionbridge creates content, develops and integrates applications for authoring and managing content, delivers courses, and tracks user interaction within an interactive content application.

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       For example, Lionbridge is working with a global publishing company to develop content and technology applications for the company’s education curricula. Lionbridge is creating and converting multimedia courseware, maintaining and updating web-based instructions and ensuring that the content adheres to local, state and national standards for each of the client’s international end markets. This multi-year engagement involves a dedicated team of content development, software engineering and program management personnel that work both onsite at the client and offshore at Lionbridge’s solution center in Mumbai, India. Lionbridge believes that this integrated solution is enabling our client to reduce its costs and shorten time to market for its eLearning platforms.

       Globalization Services Delivery. By integrating language skills, global resources, content creation expertise and application development capabilities, Lionbridge provides a unified approach to developing, releasing and maintaining multilingual content and technology applications and offers a high-return solution for worldwide delivery and support.

       Lionbridge maintains long-term, strategic relationships with an extensive network of third-party individual, local-country translators, including independent agencies and freelance professionals. Lionbridge also directly employs translators, linguistic engineers, publishers and editors. Lionbridge uses a combination of internal and external translators, as well as translation software, for its globalization services. This global network of employees and third-party translators allows Lionbridge to provide client delivery teams that have the appropriate combination of linguistic, technology and industry domain expertise, and local country presence, to meet each client’s specific needs. This flexible and scalable model also enables Lionbridge to manage large, complex client engagements while minimizing its fixed costs.

       Lionbridge globalization services incorporate Lionbridge’s advanced internet-based language platform. Lionbridge’s technology platform supports efficient, high quality globalization and includes a collaboration portal for all project participants, a repository connector to select, extract and route content for localization, process automation tools, and Lionbridge’s Logoport technology, an internet-architected, hosted translation memory application that simplifies translation management. This advanced application makes it easier for translators to collaborate, share knowledge, and deliver consistent, high-quality results. Lionbridge believes that this application enables clients to better manage their language assets on a real-time basis. Lionbridge’s technology solutions increase the quality of multilingual content, enable the globalization process to be more efficient and minimize translation costs as client programs grow in scope and duration. This technology-based approach to client programs allows Lionbridge to increase its opportunities for recurring clients and enhances its ability for margin growth.

       Lionbridge’s delivery of its globalization solutions centers on its Rapid Globalization Methodology (RGM). RGM is a proven, repeatable process designed to ensure consistency around the world. A roadmap for effective globalization, RGM offers a systematic approach to adapting products and content to a target locale’s technical, linguistic and cultural expectations. Lionbridge’s RGM also standardizes processes throughout every Lionbridge solution center, defines key activities, and specifies goals for each localization project. Lionbridge’s high-quality, process-oriented approach enables Lionbridge to deliver high-quality applications and content across multiple technology platforms, languages and cultures in a timely fashion.

       Lionbridge conducts globalization, testing and ADM at its Lionbridge India facilities in Mumbai and Chennai. Lionbridge’s Mumbai, India operation has attained the Software Engineering Institute’s (SEI) Capability Maturity Model (CMM) Level 5 rating, the highest possible CMM rating from the SEI, a research and development center chartered to improve software engineering practices. Lionbridge’s Mumbai, India operation is also registered as an ISO-9001:2002 facility.

     Testing Services

       Lionbridge provides a variety of testing, competitive analysis and certification services to its clients. Lionbridge’s testing services are offered under the VeriTest brand.

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       Testing. Lionbridge’s VeriTest services include performance testing, quality assurance, usability testing, globalization testing, certification and competitive analysis. Performance testing is the process of determining whether a website or application will perform and function appropriately when high usage levels occur, either through an increase in the number of users accessing the website or application, or through an increase in the complexity of activity conducted on the site or application at a given time. VeriTest quality assurance services verify that a client’s hardware, software, website, or internal application does not have bugs, glitches, or oversights that could impact the functionality, compatibility, interoperability or performance of that application. VeriTest usability testing is the process of determining the extent to which a client’s hardware, software, website, or internal application meets users’ expectations for ease of use. VeriTest globalization testing determines whether the product is ready for global release by ensuring that locale-dependent functions work as intended within the local hardware and software environment of the end user.

       Product Certification. VeriTest services include product certification programs for many leading software, hardware and telecommunications companies, including Microsoft, Cingular, BMC Software, Novell, HP, Alcatel and EMC. These sponsoring companies retain VeriTest to develop and administer test criteria that independent software vendors must satisfy before they may display the sponsor’s logo (such as Microsoft’s Certified for Windows® Server) on their products. These certification tests confirm that software vendors’ applications properly interact with those of the platform vendor.

Sales and Marketing

       Substantially all of Lionbridge’s revenue has been generated through its dedicated direct sales force. As of September 30, 2005, Lionbridge had approximately 129 direct sales professionals based in the United States, Europe, Asia and India who sell the full range of Lionbridge services. The Lionbridge sales approach involves planning for an organization’s unique ongoing requirements, including future versions of products, and ongoing support, maintenance, and training, related to both technology products and content. Lionbridge’s sales force has developed long-standing, trusted and successful relationships with many of its strategic clients.

Clients

       Lionbridge clients are predominantly Global 2000 companies in the technology, consumer, retail, industrial, life sciences, financial services, manufacturing, automotive and government sectors. Lionbridge provided services in excess of $10,000 to approximately 385 clients worldwide for the year ended December 31, 2004. The following companies are representative Lionbridge clients, each of whom purchased more than $1.0 million in services from Lionbridge in the twelve months ended December 31, 2004:

Beverly Enterprises

Canon

Cisco

Computer Associates

Creo

Documentum

EMC

General Dynamics

Google

HP

IBM

Lexmark International

Merck

Microsoft

Nestle

Nokia

Novell

Oracle

Pearson

Phillips Medical Systems

PTC

SAP AG

Schneider Electric

Seiko Epson

Thomson NETg

Yamagata Group

       In 2004, each of HP and Microsoft accounted for approximately 17% of total revenue. During 2004, Lionbridge provided testing and globalization services for more than 20 operating sites within the HP organization. In 2003, HP and Microsoft accounted for approximately 19% and 17% of total revenue, respectively, and in 2002, HP accounted for approximately 21% of total revenue. No other client individually accounted for more than 10% of revenue in 2004, 2003 or 2002. Lionbridge’s ten

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largest clients accounted for approximately 59%, 55% and 50% of revenue in 2004, 2003 and 2002, respectively.

       In 2004, BGS clients that accounted for more than 10% of revenue included Microsoft, Nokia and the U.S. Department of Justice.

Competition

       Lionbridge provides a broad range of solutions for worldwide deployment of technology and content to its clients. The market for its services is highly fragmented, and Lionbridge has many competitors. Additionally, many potential customers address their globalization requirements through in-house capabilities, while others outsource their globalization needs, most often to regional vendors of translation services with specific subject matter or language expertise, or utilize technology-based translation solutions. Lionbridge’s current competitors include the following:

•  Localization or translation services providers such as SDL plc, Morovia, The Big Word, Symbio, Translations.com and the multiple regional vendors of translation services specializing in specific languages in various geographic areas. Occasionally, Lionbridge will compete with companies which provide language technology tools or related services;

•  Independent testing labs providing testing and logo certification services such as Ensemble International, National Software Testing Laboratories (NSTL) and Keylabs;

•  Information Technology (IT) consulting organizations such as Cognizant Technology Solutions Corporation and Keane, Inc. that provide outsourced Application Development and Management (ADM) and testing services;

•  Software development and services divisions of India-based organizations such as Tata Consultancy Services (TCS), Wipro Ltd. and Infosys Technologies Ltd.; and

•  Internal globalization and testing departments of Global 2000 and large emerging companies.

       Lionbridge may also face competition from a number of other companies in the future, including some companies that currently seek localization services from it. Other potential entrants into Lionbridge’s market include India-based offshore development organizations that are providing a range of software development, testing and maintenance services for global technology companies that require localization of the products and applications they provide. As content management software is deployed internationally, these firms may be required to assist their customers with maintaining multilingual databases. While today these companies are often working with Lionbridge to assist in meeting their customers’ needs, it is possible that over time they will expand into offering competitive services.

       From time to time, new companies may enter Lionbridge’s globalization industry. Although Lionbridge builds unique applications on top of standard translation memory software licensed from third parties in its localization process, and to a lesser extent machine translation software also licensed from third parties, Lionbridge’s technology does not preclude or inhibit others from entering its market.

       Lionbridge believes the principal competitive factors in providing its services include its ability to provide clients a comprehensive set of services that address multiple phases of a client’s content and technology application lifecycle; its global infrastructure that supports cost effective, high quality client delivery worldwide; project management expertise; quality and speed of service delivery; vertical industry expertise; expertise and presence in certain geographic areas and corporate reputation. Lionbridge believes it has competed favorably with respect to these factors and has a strong reputation in its industry.

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Intellectual Property Rights

       Lionbridge’s success is dependent, in part, upon its proprietary methodologies and practices, including its Rapid Globalization Methodology and Structured Testing Methodology, its Language Management technologies, including Lionbridge’s Logoport technology, its proprietary testing practices and methodologies, and other intellectual property rights. Lionbridge has patents or patent applications pending relating to its language automation translation memory engine and believes that the duration of these patents is adequate relative to the expected lives of their applications. Lionbridge relies on a combination of trade secret, license, nondisclosure and other contractual agreements, and copyright and trademark laws to protect its intellectual property rights. Existing trade secret and copyright laws afford Lionbridge only limited protection. Lionbridge enters into confidentiality agreements with its employees, contractors and clients, and limits access to and distribution of Lionbridge’s proprietary information. Lionbridge cannot assure you that these arrangements will be adequate to deter misappropriation of its proprietary information or that it will be able to detect unauthorized use and take appropriate steps to enforce its intellectual property rights.

Employees

       As of September 30, 2005, Lionbridge had 4,402 employees. Of these, 3,850 were consulting and service delivery professionals and 552 were management and administrative personnel performing sales, operations, marketing, process and technology, research and development, finance, accounting, and administrative functions. Lionbridge has been successful in hiring individuals with leading-edge technical skills and project management experience. In addition, Lionbridge is committed to employee training and retention. Key organizational development initiatives include ongoing technical and project management classes as well as career path management and guidance.

       A large number of Lionbridge’s employees are eligible to participate in Lionbridge’s stock option program and in its employee stock purchase program. For more information on these plans, please refer to Lionbridge’s Employee Stock Purchase Plan, as amended on April 7, 2003, which was filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, Lionbridge’s 1998 Stock Plan, as amended and restated, which was filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 and Lionbridge’s 2005 Stock Incentive Plan, which was filed as an exhibit to the Form 8-K that was filed on November 11, 2005.

       As part of the acquisition of BGS, Lionbridge now has employees in Norway who are represented by a labor union, and there are works councils in the Netherlands, France, Germany, Denmark, Finland, and Spain. Lionbridge has never experienced a work stoppage and believes that its employee relations are good.

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PRINCIPAL AND SELLING STOCKHOLDERS

       The following table contains information about the beneficial ownership of our common stock before and after our public offering for:

•  each of our directors;

•  each of our named executive officers;

•  all directors and executive officers as a group;

•  each stockholder known by us to own beneficially more than 5% of our common stock; and

•  each selling stockholder.

       The percentage of ownership beneficially owned prior to this offering in the following table is based on 57,692,372 shares of common stock outstanding on October 31, 2005.

       Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are exercisable as of October 31, 2005 or will become exercisable within 60 days thereafter are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

       Except as noted below, the address of each person listed on the table is c/o Lionbridge Technologies, Inc., 1050 Winter Street, Waltham, Massachusetts 02451.

		Shares Beneficially
		Owned Prior to					Shares to			Shares Beneficially
		Offering					be Sold in			Owned After Offering
							the
Name and Address of Beneficial Owner		Number		Percent			Offering			Number		Percent(1)
Rory J. Cowan(2)			3,555,895		6.1	%		—			3,555,895		5.9	%
Edward A. Blechschmidt			22,399		*			—			22,399		*
	765 Market Street
	San Francisco, CA 94103
Guy L. de Chazal(3)			69,414		*			—			69,414		*
	68 Wheatley Rd
	Brookville
	New York, NY 11545
Jeffrey H. Goodman			—		*			—			—		*
	c/o Boston Scientific
	One Boston Scientific Place
	Natick, MA 01760
Paul Kavanagh(4)			78,978		*			—			78,978		*
	No.4 McDonald Tce.
	Kilkee, Co. Clare
	Ireland
Philip E. Kucera(5)			9,400,000		16.3	%		9,400,000			—		*
	c/o Bowne & Co., Inc.
	345 Hudson Street
	New York, NY 10014
Claude P. Sheer(6)			37,645		*			—			37,645		*
	5 Pillsbury Drive
	Scarborough, ME 04074
Henri Broekmate(7)			71,769		*			—			71,769		*
Stephen J. Lifshatz(8)			663,130		1.1	%		55,000	(9)		608,130		1.0	%
Satish Maripuri(10)			165,556		*			—			165,556		*
Paula Shannon(11)			268,773		*			—			268,773		*

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		Shares Beneficially
		Owned Prior to					Shares to			Shares Beneficially
		Offering					be Sold in			Owned After Offering
							the
Name and Address of Beneficial Owner		Number		Percent			Offering			Number		Percent(1)
Bowne & Co., Inc.(12)			9,400,000		16.3	%		9,400,000			—		*
	345 Hudson Street
	New York, NY 10014
FMR Corp.(13)			5,608,225		9.7	%		—			5,608,225		9.5	%
	Edward C. Johnson
	Abigail P. Johnson
	82 Devonshire Street
	Boston, MA 02109
Goldman Sachs Asset Management, L.P.(14)			6,086,666		10.6	%		—			6,086,666		10.3	%
	32 Old Ship
	New York, New York 10005
Goldman Sachs Trust(15)			2,961,569		5.1	%		—			2,961,569		5.0	%
	32 Old Ship
	New York, New York 10005
All executive officers and directors as a group (11 persons)(16)			14,333,559		24.1	%		9,455,000	(9)		4,878,559		8.0	%

  *  Less than 1% of the outstanding shares of common stock.

(1)	Assumes that the underwriters exercise their entire over-allotment option.
(2)	Includes 862,500 shares deemed to be beneficially owned by Mr. Cowan pursuant to options exercisable within 60 days of October 31, 2005. Also includes (i) 5,000 shares of common stock subject to restrictions on disposition that lapse ratably on September 5, 2006 and 2007; (ii) 21,776 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006 and 2007; (iii) 65,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007 and 2008; and (iv) 65,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007, 2008 and 2009.
(3)	Includes 19,999 shares deemed to be beneficially owned by Mr. de Chazal pursuant to options exercisable within 60 days of October 31, 2005.
(4)	Includes 38,978 shares deemed to be beneficially owned by Mr. Kavanagh pursuant to options exercisable within 60 days of October 31, 2005.
(5)	Mr. Kucera is the Chairman and Chief Executive Officer of Bowne & Co., Inc., a financial printing company. The amount of shares shown in the “Shares Beneficially Owned Prior to Offering” column represents the total number of shares of Lionbridge’s common stock owned by Bowne & Co., Inc. pursuant to its recent sale of BGS to Lionbridge. Pursuant to the transaction, Mr. Kucera was elected to Lionbridge’s Board of Directors. Bowne & Co., Inc. has the right to receive or the power to direct the receipt of dividends, or proceeds from the sale of such shares. Mr. Kucera disclaims beneficial ownership of such shares.
(6)	Represents 37,645 shares deemed to be beneficially owned by Mr. Sheer pursuant to options exercisable within 60 days of October 31, 2005.
(7)	Includes 33,625 shares deemed to be beneficially owned by Mr. Broekmate pursuant to options exercisable within 60 days of October 31, 2005. Also includes (i) 2,500 shares of common stock subject to restrictions on disposition that lapse ratably on September 5, 2006 and 2007; (ii) 6,143 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006 and 2007; (iii) 12,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007 and 2008; and (iv) 12,000 shares of

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common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007, 2008 and 2009.

(8)

Includes 460,000 shares deemed to be beneficially owned by Mr. Lifshatz pursuant to options exercisable within 60 days of October 31, 2005. Also includes (i) 3,750 shares of common stock subject to restrictions on disposition that lapse ratably on September 5, 2006 and 2007; (ii) 8,487 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006 and 2007; (iii) 20,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007 and 2008; and (iv) 40,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007, 2008 and 2009.

(9)

The shares being offerred by Mr. Lifshatz will only be sold if the underwriters exercise their over-allotment option.

(10)	Includes 87,500 shares deemed to be beneficially owned by Mr. Maripuri pursuant to options exercisable within 60 days of October 31, 2005. Also includes (i) 3,000 shares of common stock subject to restrictions on disposition that lapse on March 4, 2006; (ii) 5,056 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006 and 2007; (iii) 20,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007 and 2008; and (iv) 40,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007, 2008 and 2009.
(11)	Includes 195,000 shares deemed to be beneficially owned by Ms. Shannon pursuant to options exercisable within 60 days of October 31, 2005. Also includes (i) 2,500 shares of common stock subject to restrictions on disposition that lapse ratably on September 5, 2006 and 2007; (ii) 6,681 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006 and 2007; (iii) 17,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007 and 2008; and (iv) 17,000 shares of common stock subject to restrictions on disposition that lapse ratably on February 16, 2006, 2007, 2008 and 2009.
(12)	Information obtained from Schedule 13D filed by Bowne & Co., Inc. on or about September 8, 2005. Bowne & Co., Inc. received 9,400,000 shares of common stock as partial consideration for its sale of BGS to Lionbridge. In connection with the acquisition, Lionbridge entered into a Shareholder Agreement with Bowne & Co., Inc. in which Lionbridge agreed to file a registration statement with the SEC to register for resale such shares of common stock. To our knowledge, prior to the acquisition, Bowne & Co., Inc. has not had any material relationship with us within the past three years. In accordance with the Shareholder Agreement and upon consummation of the acquisition, the size of Lionbridge’s Board of Directors was increased from six to seven members and Bowne & Co., Inc. appointed Philip E. Kucera, Bowne & Co., Inc.’s Chairman and Chief Executive Officer, to fill the new vacancy. Upon completion of the sale of Bowne & Co., Inc.’s 9,400,000 shares of common stock, Bowne & Co., Inc. will no longer have any rights under the Shareholder Agreement, including any preferential right to nominate a director.
(13)	Information obtained from Schedule 13G filed by FMR Corp on or about January 10, 2005.
(14)	Information obtained from Schedule 13G filed by Goldman Sachs Asset Management, L.P. (GSAM LP) with the Securities and Exchange Commission on or about February 11, 2005. GSAM LP, an investment advisor, disclaims beneficial ownership of any securities managed, on GSAM LP’s behalf, by third parties.
(15)	Information obtained from Schedule 13G filed by Goldman Sachs Trust on behalf of Goldman Sachs Small Cap Value Fund with the Securities and Exchange Commission on or about February 11, 2005.
(16)	Includes 1,755,246 shares of common stock which the directors and executive officers as a group have the right to acquire pursuant to options exercisable within 60 days of October 31, 2005. Also includes 372,893 shares of common stock subject to restrictions on disposition that lapse over time.

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UNDERWRITING

       Lionbridge, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Friedman, Billings, Ramsey & Co., Inc. are the representatives of the underwriters.

Underwriters		Number of Shares
Goldman, Sachs & Co.
Friedman, Billings, Ramsey & Co., Inc.
	Total		9,400,000

       The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

       If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional 1,410,000 shares, 1,355,000 shares from us and 55,000 shares from another selling stockholder other than Bowne & Co., Inc. to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

       The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by Lionbridge and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase 1,410,000 additional shares.

Paid by Lionbridge and the Selling Stockholders	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

       Shares sold by the underwriters to the public will initially be offered at the initial price to the public set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $          per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $          per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

       Lionbridge, Rory Cowan, Lionbridge’s Chief Executive Officer, and Bowne & Co., Inc. have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 90 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans.

       In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from Lionbridge and another selling stockholder in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of

39

shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

       The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

       Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise.

       Each of the underwriters has represented and agreed that:

       (a) it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (FSMA) except to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (FSA);

       (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA would not, if the company were not an authorised person, apply to the company; and

       (c) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

       In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

       (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

40

       (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

       (c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

       For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

       The shares may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

       This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the ‘SFA‘), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

       Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

       The securities have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration

41

requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

       Lionbridge and the selling stockholders estimate that their share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $360,000.

       Lionbridge and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

       Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for Lionbridge, for which they received or will receive customary fees and expenses.

       Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust, affiliates of Goldman, Sachs & Co., beneficially own more than 10% of Lionbridge Technologies, Inc. Because Goldman, Sachs & Co. is an underwriter and its affiliates own more than 10% of Lionbridge Technologies, Inc., the underwriters are deemed to have a “conflict of interest” under Rule 2720 of the Conduct Rules of NASD. Accordingly, this offering will be made in compliance with the applicable provisions of Rule 2720.

42

INFORMATION INCORPORATED BY REFERENCE

       The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information to you by referring you to these documents. Our SEC file number is 000-26933. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all of the securities offered hereunder are sold:

•  Annual Report on Form 10-K for the year ended December 31, 2004;

•  Quarterly Report on Form 10-Q for the quarter ended March 31, 2005;

•  Quarterly Report on Form 10-Q for the quarter ended June 30, 2005;

•  Quarterly Report on Form 10-Q for the quarter ended September 30, 2005;

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2005;

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2005 (excluding the matters included in Item 2.02 and Exhibit 99.1 of the Current Report on Form 8-K, which are not incorporated by reference into this Registration Statement);

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2005;

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2005 (excluding the matters included in Item 2.02 and Exhibit 99.1 of the Current Report on Form 8-K, which are not incorporated by reference in this Registration Statement);

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2005;

•  Current Report on Form 8-K/ A filed with the Securities and Exchange Commission on November 9, 2005;

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2005;

•  Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2005;

•  Portions of our Proxy Statement filed with the SEC on March 22, 2005 that have been incorporated by reference into our Annual Report on Form 10-K; and

•  The description of our common stock contained in our registration statement on Form 8-A, including any amendment or report filed for the purpose of updating such description.

       Upon request, we will provide, without charge, to each person to whom a copy of this prospectus is delivered a copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following address:

Lionbridge Technologies, Inc.

1050 Winter Street

Waltham, MA 02451

(781) 434-6000

Attn: General Counsel

43

       This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions that may be important to you.

       You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.

       We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, proxy statements or other information filed by us at the Securities and Exchange Commission’s public reference room at the following location:

Public Reference Room

100 F Street, N.E.

Washington, D.C. 20549

       You can request copies of these documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information about the Public Reference Room. The Securities and Exchange Commission also maintains a website that contains reports, proxy and information statements and other information regarding issuers like us that file electronically with the Securities and Exchange Commission. You may access the Securities and Exchange Commission’s website at www.sec.gov.

       We have filed with the Securities and Exchange Commission a registration statement on Form S-3 under the Securities Act and the rules and regulations promulgated thereunder. This prospectus is a part of that registration statement. This prospectus does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. Statements made in this prospectus as to the content of any contract, agreement or other documents referred to are not necessarily complete. With respect to each of those contracts, agreements or other documents to be filed or incorporated by reference as an exhibit to the registration statement, you should refer to the corresponding exhibit, when it is filed, for a more complete description of the matter involved and read all statements in this prospectus in light of that exhibit. The registration statement and its exhibits are available for inspection as set forth above.

       This prospectus does not constitute an offer to sell or a solicitation of an offer to purchase the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or a solicitation of an offer. Neither the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this prospectus by reference or in the affairs of the Company since the date of the prospectus.

44

EXPERTS

       The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

       The combined financial statements of BGS Companies, Inc. and affiliated entities, as of December 31, 2004 and 2003 and for each of the years in the three year period ended December 31, 2004 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, Independent Auditors, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing.

VALIDITY OF SHARES

       The validity of the common stock being offered will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts and for the underwriters by Sullivan & Cromwell LLP, Washington, DC.

45

LIONBRIDGE TECHNOLOGIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Notes to the Consolidated Financial Statements	F-5

F-1

LIONBRIDGE TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

			September 30,			December 31,
			2005			2004
			(Unaudited)
			(Amounts in thousands,
			except share data)
ASSETS
Current assets:
	Cash and cash equivalents		$	20,557		$	38,564
	Short-term investments			—			4,000
	Accounts receivable, net of allowance of $343 and $364 at September 30, 2005 and December 31, 2004, respectively			66,752			21,065
	Work in process			30,879			9,199
	Other current assets			6,795			1,889
		Total current assets		124,983			74,717
Property and equipment, net				15,842			2,685
Goodwill				128,169			34,916
Other intangible assets, net				42,618			64
Other assets				3,042			1,006
		Total assets	$	314,654		$	113,388
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Short-term debt and current portion of long-term debt, net of discount of $415.		$	1,051		$	—
	Accounts payable			17,201			6,322
	Accrued compensation and benefits			17,961			5,415
	Accrued outsourcing			8,926			3,575
	Accrued merger and restructuring			780			655
	Accrued expenses and other current liabilities			16,396			5,526
	Deferred revenue			6,379			3,263
	Deferred income taxes			220			—
		Total current liabilities		68,914			24,756
Long-term debt, less current portion and net of discount of $1,857				97,893			—
Other long-term liabilities				3,725			1,166
		Total liabilities		170,532			25,922
Contingencies (Note 12)
Stockholders’ equity:
	Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding			—			—
	Common stock, $0.01 par value; 100,000,000 shares authorized; 57,684,050 and 46,924,701 shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively			577			470
	Additional paid-in capital			245,539			184,464
	Accumulated deficit			(100,164	)		(98,889	)
	Deferred compensation			(3,967	)		(2,089	)
	Accumulated other comprehensive income			2,137			3,510
		Total stockholders’ equity		144,122			87,466
		Total liabilities and stockholders’ equity	$	314,654		$	113,388

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

F-2

LIONBRIDGE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

			Three Months
			Ended					Nine Months Ended
			September 30,					September 30,
			2005			2004		2005			2004
			(Unaudited)
			(Amounts in thousands, except per share
			data)
Revenue			$	58,417		$	37,630	$	138,575		$	118,457
Operating expenses:
	Cost of revenue (exclusive of depreciation and amortization included below)			38,195			24,292		90,682			73,422
	Sales and marketing			5,078			3,443		12,942			10,700
	General and administrative			11,472			7,466		27,084			23,276
	Research and development			448			79		830			258
	Depreciation and amortization			916			650		2,145			2,290
	Amortization of acquisition-related intangible assets			630			10		648			118
	Merger, restructuring and other charges			1,879			—		2,344			1,854
	Stock-based compensation			331			176		1,150			419
		Total operating expenses		58,949			36,116		137,825			112,337
Income (loss) from operations				(532	)		1,514		750			6,120
Interest on outstanding debt				693			—		693			—
Interest income				147			109		477			268
Other expense, net				246			41		463			108
Income (loss) before income taxes				(1,324	)		1,582		71			6,280
Provision for income taxes				1,120			136		1,346			430
Net income (loss)			$	(2,444	)	$	1,446	$	(1,275	)	$	5,850
Net income (loss) per share of common stock:
	Basic		$	(0.05	)	$	0.03	$	(0.03	)	$	0.13
	Diluted		$	(0.05	)	$	0.03	$	(0.03	)	$	0.12
Weighted average number of common shares outstanding:
	Basic			50,362			46,606		48,135			46,474
	Diluted			50,362			49,450		48,135			49,550

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

F-3

LIONBRIDGE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Nine Months Ended
					September 30,
					2005			2004
					(Unaudited)
					(Amounts in
					thousands)
Cash flows from operating activities:
	Net income (loss)				$	(1,275	)	$	5,850
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Amortization of acquisition-related intangible assets				648			118
		Stock-based compensation				1,150			419
		Amortization of deferred financing charges and discount on debt				64			—
		Non-cash merger, restructuring and other charges				35			146
		Depreciation and amortization				2,145			2,290
		Provision for doubtful accounts				156			89
		Other				37			12
		Changes in operating assets and liabilities, net of effects of acquisitions:
			Accounts receivable			(8,188	)		4,530
			Work in process			(156	)		(1,949	)
			Other current assets			(1,620	)		353
			Other assets			(999	)		237
			Accounts payable			5,675			(3,143	)
			Accrued compensation and benefits			957			(737	)
			Accrued outsourcing			820			1,042
			Accrued merger and restructuring			195			348
			Accrued expenses and other liabilities			2,647			13
			Deferred revenue			1,235			(743	)
				Net cash provided by operating activities		3,526			8,875
Cash flows from investing activities:
	Purchases of property and equipment					(2,364	)		(660	)
	Proceeds from sale of property and equipment					—			48
	Payments for businesses acquired, net of cash acquired of $11,307.					(121,337	)		—
	Purchases of short-term investments					(77,300	)		(14,000	)
	Sales of short-term investments					81,300			10,000
				Net cash used in investing activities		(119,701	)		(4,612	)
Cash flows from financing activities:
	Proceeds from issuance of long-term debt, net of discount of $2,272.					97,728			—
	Proceeds from short-term debt					2,500			—
	Payments of short-term debt					(2,500	)		—
	Proceeds from issuance of common stock under option and employee stock purchase plans					1,708			1,279
	Payments of capital lease obligations					(176	)		(173	)
				Net cash provided by financing activities		99,260			1,106
Effects of exchange rate changes on cash and cash equivalents						(1,092	)		(36	)
Net increase (decrease) in cash and cash equivalents						(18,007	)		5,333
Cash and cash equivalents at beginning of period						38,564			29,496
Cash and cash equivalents at end of period					$	20,557		$	34,829

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

F-4

LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

       The accompanying consolidated financial statements include the accounts of Lionbridge Technologies, Inc. and its wholly owned subsidiaries (collectively, “Lionbridge” or the “Company”). On September 1, 2005 the Company completed the acquisition of Bowne Global Solutions, a division of Bowne & Co., Inc. (“BGS”), (see Note 3 Business Acquisitions), the accompanying consolidated financial statements include the results of BGS operations for one month, beginning September 1, 2005. These financial statements are unaudited. However, in the opinion of management, the consolidated financial statements include all adjustments, necessary for their fair presentation. Interim results are not necessarily indicative of results expected for a full year. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of the operations, financial position and cash flows of the Company in conformity with U.S. generally accepted accounting principles. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

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

       As part of the inclusion of these financial statements and notes thereto in this prospectus, the Company has revised the unaudited pro forma consolidated results of operations included in Note 3 and the total comprehensive loss for the three month period ended September 30, 2005 included in Note 6.

     Accounting for Stock-Based Compensation

       The Company accounts for its stock-based compensation plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. The following table illustrates the effect on net income (loss) and net income (loss) per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards Statement No. 123 (“SFAS No. 123”), “Accounting for Stock-Based Compensation”, as amended, to stock-based employee compensation:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net income (loss), as reported	$	(2,444,000	)	$	1,446,000		$	(1,275,000	)	$	5,850,000
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		331,000			176,000			1,150,000			419,000
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,171,000	)		(997,000	)		(3,586,000	)		(3,809,000	)
Pro forma net income (loss)	$	(3,284,000	)	$	625,000		$	(3,711,000	)	$	2,460,000

F-5

LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2005			2004		2005			2004
Net income (loss) per share:
	Basic, as reported	$	(0.05	)	$	0.03	$	(0.03	)	$	0.13
	Basic, pro forma	$	(0.07	)	$	0.01	$	(0.08	)	$	0.05
Net income (loss) per share:
	Diluted, as reported	$	(0.05	)	$	0.03	$	(0.03	)	$	0.12
	Diluted, pro forma	$	(0.07	)	$	0.01	$	(0.08	)	$	0.05

2. Property and Equipment

       Property and equipment, net consists of the following:

	September 30,			December 31,
	2005			2004
Computer software and equipment	$	25,564,000		$	18,705,000
Furniture and office equipment		2,809,000			3,633,000
Buildings and land		4,392,000			—
Leasehold improvements		4,146,000			2,150,000
		36,911,000			24,488,000
Less: Accumulated depreciation and amortization		(21,069,000	)		(21,803,000	)
	$	15,842,000		$	2,685,000

3. Business Acquisitions

     Bowne Global Solutions

       On September 1, 2005 (the “Closing”), the Company completed the acquisition of Bowne Global Solutions, a division of Bowne & Co., Inc. pursuant to the terms of the Agreement and Plan of Merger with GGS Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, BGS Companies, Inc., a Delaware corporation (“BGS”), Bowne & Co., Inc. and Bowne of New York, LLC, a Delaware limited liability company dated as of June 27, 2005. Pursuant to the merger (the “Merger”), BGS became a wholly owned subsidiary of the Company. Upon the Closing, each share of common stock of BGS was automatically converted into the right to receive a portion of the merger consideration. To fund a portion of the purchase price for its acquisition of BGS, the Company entered into a Credit Agreement (the “Credit Agreement”) dated as of September 1, 2005, together with certain of its U.S. and non-U.S. subsidiaries, the several banks and financial institutions as may become parties to the Credit Agreement (collectively, the “Lenders”) and Wachovia Bank, National Association, as administrative agent for the Lenders. The Credit Agreement provides for a five-year $25.0 million revolving credit facility and a six-year $100.0 million term facility.

       The Merger was accounted for using the purchase method of accounting. The total purchase price was $188.3 million, consisting of a cash payment of $128.5 million made at Closing, 9.4 million shares of the Company’s common stock with a fair market value of $56.5 million, and an additional $3.3 million of direct acquisition costs. The market price used to value the Lionbridge shares issued as partial consideration for BGS was $6.01, which represents the 5 day average closing price of the stock during the period beginning two days before and ending two days after June 28, 2005 the first

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

trading day of the Company’s common stock following announcement of the Merger on June 27, 2005 . The Company borrowed $2.5 million under the revolving credit facility component of the Credit Agreement and $97.7 million (net of $2.3 million of debt financing fees) under the term facility component of the Credit Agreement, which amounts were used to pay a portion of the cash consideration at Closing.

       Under the purchase method of accounting, the purchase price is allocated to the net tangible and intangible assets of an acquired entity based on their fair values as of the consummation of the acquisition. The estimated useful life of acquired customer contracts ranges from 3.3 to 5.3 years and is being amortized on a straight-line basis. The estimated useful life of acquired customer relationships is 12 years and is being amortized using the economic consumption method to reflect diminishing cash flows from these relationships in the future. The estimated useful life of acquired technology ranges from 1 to 4 years and is being amortized on a straight-line basis.

       Additionally, at September 30, 2005 management has begun to finalize a plan to exit certain activities of BGS which, upon completion of that plan, may result in additional liabilities included in the purchase price allocation.

       Primarily as a result of the short time frame elapsed since acquisition, the allocation of purchase price shown below is preliminary and based upon estimates which may change within one year of the acquisition as additional information becomes available relative to the determination of the fair value of the assets, liabilities and contingencies acquired. Except for the completion of the planned exit of certain activities of BGS and the evaluation of any pre-acquisition contingencies, Lionbridge expects to finalize the allocation of purchase price prior to December 31, 2005. The preliminary allocation of the purchase price, including direct acquisition costs, was based on the fair values of the assets and liabilities assumed on September 1, 2005 as follows:

Current assets		$	75,630,000
Property and equipment			12,774,000
Other assets			1,766,000
Acquired customer relationships and contracts			41,046,000
Acquired technology			2,156,000
	Total assets		133,372,000
Current liabilities			(33,502,000	)
Other non-current liabilities			(4,823,000	)
	Total liabilities		(38,325,000	)
	Net assets		95,047,000
Goodwill			93,254,000
	Total purchase price	$	188,301,000

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

     Pro Forma Disclosures (Unaudited)

       The following unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2005 and 2004 assume that the acquisition of BGS occurred as of the beginning of each period presented:

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Revenue	$	99,627		$	93,438		$	303,924		$	286,367
Net loss		(4,882	)		(5,088	)		(13,438	)		(14,676	)
Basic net loss per share	$	(0.09	)	$	(0.09	)	$	(0.24	)	$	(0.26	)
Diluted net loss per share	$	(0.09	)	$	(0.09	)	$	(0.24	)	$	(0.26	)

       These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the beginning of each period presented or that may be obtained in the future.

     Logoport Software GmbH

       On February 1, 2005, Lionbridge acquired all of the capital stock of Logoport Software GmbH. Total purchase consideration included a cash payment of $750,000 made at closing and an additional $87,000 of acquisition costs. In addition, the purchase agreement provides for certain contingent payments totaling $550,000 to be made by Lionbridge over a two-year period, dependent on the continued employment of the former owner of Logoport Software GmbH, who as a Lionbridge employee will continue to develop certain acquired technology for Lionbridge’s internal use. The total purchase price of $837,000 was allocated to acquired technology and is being amortized over a seven-year life. The Company has recorded no goodwill as a result of this acquisition. During the nine months ended September 30, 2005, according to the terms of the purchase agreement, Lionbridge made payments of $230,000 that were capitalized as internal use software and is being amortized over a seven-year life. It is anticipated that the future payments will also be capitalized as internal use software and amortized over a seven-year life as such amounts would be considered compensation payable to the former owner for the continued development of the Company’s internal use software.

4. Debt

       On September 1, 2005, Lionbridge replaced its existing revolving credit facility with HSBC Bank USA and Wachovia Bank (the “HSBC-Wachovia Facility”) originally entered into in December 2004 with a credit facility with Wachovia Bank, National Association and Wachovia Capital Markets, LLC (the “Wachovia Facility”). Additionally, the HSBC-Wachovia Facility was collateralized by the domestic assets of the U.S. Company and its U.S. subsidiaries, and stock of certain foreign subsidiaries. Under the HSBC-Wachovia Facility, Lionbridge was able to borrow up to $35 million (up to $15 million in non-U.S. Currency) limited by certain financial covenants including certain adjusted operating profit thresholds. Under the Wachovia Facility, Lionbridge is able to borrow up to $125.0 million governed by certain financial covenants including certain adjusted operating profit thresholds. Borrowings outstanding under the Wachovia Facility are collateralized by the domestic assets of the U.S. Company and its U.S. subsidiaries and stock of certain foreign subsidiaries. The Wachovia Facility is further divided into two sub-facilities, a Term Loan Facility (the “Term Loan”) and

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

a Revolving Loan Facility (the “Revolver”). In conjunction with the execution of the Wachovia Facility, Lionbridge paid the lenders a commitment fee of $2.8 million, of which $2.3 million was allocated to the Term Loan and was recorded as a debt discount and $563,000 was allocated to the Revolver and was recorded as deferred financing costs and will be amortized as interest expense through the Maturity dates of the Term Loan and the Revolver. Additional professional services fees of $602,000 were incurred in conjunction with the execution of this facility which were recorded as deferred financing costs and will be amortized as interest expense through the Maturity dates of the Term Loan and the Revolver. The Wachovia Facility bears interest at Prime or LIBOR (at the discretion of the Company) plus an applicable margin based on certain financial covenants.

       The Term Loan has an aggregate principal amount of $100.0 million and bears an initial interest rate of 7.4%. The principal amount of the Term Loan is payable in installments. The total Term Loan principal payments by fiscal period are as follows:

Year ended December 31, 2005	$	250,000
Year ended December 31, 2006		1,000,000
Year ended December 31, 2007		1,000,000
Year ended December 31, 2008		1,000,000
Year ended December 31, 2009		1,000,000
Year ended December 31, 2010		24,500,000
Thereafter		71,250,000
	$	100,000,000

       Additional contingent principal payments on the Term Loan and Revolver are also due based on a percentage of the annual cash flow (as defined in the agreement) generation of the Company. These mandatory principal payments are payable within 90-days of the Company’s year-end. The percentage due is governed by certain financial covenants. Lionbridge had an interest payment of $1.9 million due on December 1, 2005. Future interest payments will be determined based on the interest rate and term elected by the Company. The proceeds from the Term Loan were used exclusively to fund the purchase of BGS, and were paid to Bowne and Co., Inc.

       The Revolver had no outstanding borrowings as of September 30, 2005 and has a Maturity Date of September 1, 2010. Lionbridge has a borrowing capacity of $25.0 million, and would have elected an interest rate of 7.6% based on a 3-month LIBOR loan as of September 30, 2005 under the Revolver. Interest is payable in arrears to a maximum of three-month increments depending on the terms under which the Revolver loans were based.

5. Stockholders’ Equity

     Stock-Based Compensation

       On September 2, 2005, Lionbridge recorded deferred compensation of $274,000, representing the fair market value of 40,000 shares of restricted common stock issued to certain employees. Restrictions on disposition lapse over four years from the date of grant on each anniversary date. On August 15, 2005, Lionbridge recorded deferred compensation of $130,000, representing the fair market value of 19,000 shares of restricted common stock issued to certain employees. Restrictions on disposition lapse over four years from the date of grant on each anniversary date. On June 1, 2005, Lionbridge recorded deferred compensation of $74,000, representing the fair market value of 15,000 shares of restricted common stock issued to an employee. Restrictions on disposition lapse over five years from the date of grant on each anniversary date. On March 11, 2005, the Company recorded deferred compensation of $427,000, representing the fair market value of 75,019 shares of

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

restricted common stock issued to certain employees. Restrictions on disposition lapse ratably over eighteen months from the date of grant on each nine month anniversary date. On February 16, 2005, the Company recorded deferred compensation of $2.8 million, representing the fair market value of 475,231 shares of restricted common stock issued to certain employees. Of the 475,231 shares of restricted common stock issued in February 2005, restrictions on disposition lapse from the date of grant on each anniversary date as follows: 71,731 shares after two years, 171,500 shares after three years and 232,000 shares after four years, respectively. During the nine months ended September 30, 2005, upon the separation of certain employees, deferred compensation of $486,000, representing the fair market value of 90,143 shares of restricted common stock originally issued to these employees was reversed.

       Total amortization of deferred compensation related to all restricted stock awards was $331,000 and $176,000 for the three-month periods ended September 30, 2005 and 2004, respectively and $1.2 million and $419,000 for the nine-month periods ended September 30, 2005 and 2004, respectively.

6. Comprehensive Income (Loss)

       Total comprehensive income (loss) consists of net income (loss) and the net change in foreign currency translation adjustment, which is the only component of accumulated other comprehensive income. Total comprehensive loss was $3.0 million and $2.6 million for the three and nine-month periods ended September 30, 2005, respectively, total comprehensive income was $1.5 million and $5.7 million for the three and nine-month periods period ended September 30, 2004, respectively.

7. Net Income Per Share

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

       Shares used in calculating basic and diluted earnings per share for the three and nine-month periods ended September 30, 2005 and 2004, respectively, are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Weighted average number of shares of common stock outstanding — basic		50,362,000		46,606,000		48,135,000		46,474,000
Dilutive common stock equivalents relating to options, restricted stock and warrants		—		2,844,000		—		3,076,000
Weighted average number of shares of common stock outstanding — diluted		50,362,000		49,450,000		48,135,000		49,550,000

       Options, unvested restricted stock and warrants to purchase 4,799,000 and 2,271,000 shares of common stock for the three-month periods ended September 30, 2005 and 2004, respectively, and 4,749,000 and 1,346,000 for the nine-month periods ended September 30, 2005 and 2004, respectively, were not included in the calculation of diluted net income per share, as their effect would be anti-dilutive.

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

8. Merger, Restructuring and Other Charges

       During the nine-month period ended September 30, 2005, Lionbridge recorded $2.3 million of restructuring and other charges. Of this amount, $1.9 million was recorded in the quarter ended September 30, 2005 and primarily related to the acquisition of BGS. Additionally, $449,000 was recorded in the six months ended June 30, 2005 and related primarily to workforce reductions in France and the U.S. The $2.3 million recorded in the nine-month period ended September 30, 2005 included $171,000 for anticipated losses on vacated facilities, $36,000 for the impairment of long-lived assets, $1.2 million for workforce reductions in Germany, France and the U.S., consisting of fifty technical, twelve administrative and three sales staff, and $945,000 of other charges, principally professional services fees, related to the integration of BGS. Of these charges, $1.3 million related to the Company’s Globalization segment, $67,000 to the Testing segment and $945,000 to Corporate and Other. Of the $1.3 million of cash payments during the nine-month period ended September 30, 2005, $1.1 million and $163,000 related to the Globalization and Testing segments, respectively, and $41,000 related to Corporate and Other.

       During the nine-month period ended September 30, 2004, Lionbridge recorded restructuring and other charges of $1.9 million primarily related to the acquisition and integration of Mentorix. The $1.9 million of restructuring and other charges included $705,000 for anticipated losses recorded on vacated facilities, $146,000 for the impairment of long-lived assets, and $1.0 million for workforce reductions in the U.S., Brazil, France, Ireland, Germany, the Netherlands and China, consisting of fifty-nine technical, twelve administrative, and four sales staff. Of the $1.9 million of restructuring and other charges recorded during the nine months ended September 30, 2004, $1.1 million relates to the Company’s Globalization reporting segment, $511,000 to the Testing segment and $233,000 to Corporate and Other. As of June 30, 2004, Lionbridge had completed its restructuring plan, initiated in the third quarter of 2003, in conjunction with the acquisition and integration of Mentorix. Since inception of this restructuring plan, Lionbridge has recorded $2.8 million in related restructuring and other charges.

       The following table summarizes the accrual activity (excluding long-lived asset impairments and the $945,000 of charges related to the integration of BGS) for the nine months ended September 30, 2005 and 2004, respectively, by initiative:

		2005			2004
Beginning balance, January 1.		$	784,000		$	255,000
Employee severance and related items:
	Charges recorded		1,193,000			1,003,000
	Revisions of estimated liabilities		—			(27,000	)
	Cash payments		(1,078,000	)		(1,018,000	)
			115,000			(42,000	)
Lease termination costs and other items:
	Charges recorded		171,000			705,000
	Cash payments		(233,000	)		(287,000	)
			(62,000	)		418,000
Ending balance, September 30.		$	837,000		$	631,000

       During the nine months ended September 30, 2004, Lionbridge recorded $27,000 in revisions of estimated liabilities which related to employee severance and related items, due to the reversal of

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

excess accruals for employee termination costs previously estimated and recorded as part of its restructuring plan related to the acquisition and integration of Mentorix.

       At September 30, 2005, the consolidated balance sheet included accruals totaling $837,000 primarily related to the integration of BGS. Lionbridge currently anticipates that $780,000 of this total will be fully utilized within twelve months. The remaining $57,000 relates to lease obligations on vacated facilities expiring through 2007 and is included in long-term liabilities.

9.     Income Taxes

       The components of the provision for income taxes are as follows for the three and nine months ended September 30, 2005 and 2004:

		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2005		2004			2005		2004
	Federal	$	—	$	178,000		$	—	$	192,000
	State		—		5,000			—		14,000
	Foreign		900,000		(47,000	)		1,126,000		224,000
	Total current provision	$	900,000	$	136,000		$	1,126,000	$	430,000
Deferred:
	Domestic	$	220,000	$	—		$	220,000	$	—

       The tax provision for the three and nine months ended September 30, 2005 consisted primarily of taxes on income in foreign jurisdictions of Lionbridge and BGS and the increase to the valuation allowance against the Company’s net deferred asset position, excluding indefinite lived intangibles acquired during the year. The tax provision for the three and nine months ended September 30, 2004 consisted of taxes on domestic income and a benefit for operating losses in foreign jurisdictions during the quarter, and taxes on income in domestic and foreign jurisdictions of Lionbridge, respectively.

       Lionbridge is still evaluating certain purchase accounting adjustments and reserves specific to the acquisition of BGS which may have an impact on the deferred tax assets and liabilities of the Company.

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

10.     Segment Information

       Lionbridge has determined that its operating segments are those that are based on its method of internal reporting, which separately presents its business based on the services performed. Lionbridge has combined those segments, which meet the aggregation criteria of SFAS No. 131 in determining its reportable segments. The Company is organized into three reportable operating segments: Globalization, Testing and Interpretation.

       The Globalization segment provides product and content globalization services that enable the development, worldwide multilingual release and ongoing maintenance of products, content and related technical support, training materials, and sales and marketing information. The Testing

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

segment provides comprehensive testing of software, hardware and websites, as well as product certification programs. The acquired BGS localization business is primarily reflected in Lionbridge’s Globalization segment with the BGS language interpretation business, (“Interpretation”), included separately. All other unallocated enterprise costs are in the “Corporate and Other” category.

       The table below presents information about the reported net income (loss) of the Company for the three and nine-month periods ended September 30, 2005 and 2004. Asset information by reportable segment is not reported, since the Company does not produce such information internally.

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2005			2004			2005			2004
External revenue:
	Globalization	$	48,715,000		$	29,169,000		$	112,652,000		$	90,721,000
	Testing		7,966,000			8,461,000			24,187,000			27,736,000
	Interpretation		1,736,000			—			1,736,000			—
		$	58,417,000		$	37,630,000		$	138,575,000		$	118,457,000
Net income (loss):
	Globalization	$	6,372,000		$	4,160,000		$	14,933,000		$	15,218,000
	Testing		790,000			717,000			2,269,000			3,478,000
	Interpretation		(31,000	)		—			(31,000	)		—
	Less: corporate and other expenses		(9,575,000	)		(3,431,000	)		(18,446,000	)		(12,846,000	)
		$	(2,444,000	)	$	1,446,000		$	(1,275,000	)	$	5,850,000

11.     Goodwill and Other Intangible Assets

       In connection with the September 1, 2005 acquisition of BGS, Lionbridge recorded $93.3 million of goodwill, which is not amortized. The following table summarizes other intangible assets at September 31, 2005 and December 31, 2004, respectively.

	September 30, 2005						December 31, 2004
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Value		Amortization		Balance		Value		Amortization		Balance
Mentorix internally developed software	$	110,000	$	74,000	$	36,000	$	110,000	$	46,000	$	64,000
BGS acquired customer contracts and relationships		41,046,000		544,000		40,502,000		—		—		—
BGS acquired technology		2,156,000		76,000		2,080,000		—		—		—
	$	43,312,000	$	694,000	$	42,618,000	$	110,000	$	46,000	$	64,000

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

       Lionbridge currently expects to amortize the following remaining amounts of intangible assets held at September 30, 2005 in the fiscal periods as follows:

December 31, 2005.	$	1,944,000
December 31, 2006.		8,053,000
December 31, 2007.		7,841,000
December 31, 2008.		7,824,000
December 31, 2009.		4,602,000
December 31, 2010 and thereafter		12,354,000
	$	42,618,000

12.     Contingencies

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

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

       In June 2003, Lionbridge elected to participate in a proposed settlement agreement with the plaintiffs in this litigation. If ultimately approved by the Court, this proposed settlement would result in a dismissal, with prejudice, of all claims in the litigation against Lionbridge and against any other of the issuer defendants who elect to participate in the proposed settlement, together with the current or former officers and directors of participating issuers who were named as individual defendants. The proposed settlement does not provide for the resolution of any claims against underwriter defendants, and the litigation as against those defendants is continuing. The proposed settlement provides that the class members in the class action cases brought against the participating issuer defendants will be guaranteed a recovery of $1 billion by insurers of the participating issuer defendants. If recoveries totaling $1 billion or more are obtained by the class members from the

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

underwriter defendants, however, the monetary obligations to the class members under the proposed settlement will be satisfied. In addition, Lionbridge and any other participating issuer defendants will be required to assign to the class members certain claims that they may have against the underwriters of their IPOs.

       The proposed settlement contemplates that any amounts necessary to fund the settlement or settlement-related expenses would come from participating issuers’ directors and officers liability insurance policy proceeds, as opposed to funds of the participating issuer defendants themselves. A participating issuer defendant could be required to contribute to the costs of the settlement if that issuer’s insurance coverage were insufficient to pay that issuer’s allocable share of the settlement costs. Lionbridge expects that its insurance proceeds will be sufficient for these purposes and that it will not otherwise be required to contribute to the proposed settlement.

       Consummation of the proposed settlement is conditioned upon obtaining approval by the Court. On September 1, 2005, the Court preliminarily approved the proposed settlement, directed that notice of the terms of the proposed settlement be provided to all class members and scheduled a fairness hearing, at which objections to the proposed settlement will be heard. Thereafter, the Court will determine whether to grant final approval to the proposed settlement. If the Court approves the revised settlement documents, it will direct that notice of the terms of the proposed settlement be published in a newspaper and on the internet and mailed to all proposed class members. It will also schedule a fairness hearing, at which objections to the proposed settlement will be heard. Thereafter, the Court will determine whether to grant final approval to the proposed settlement.

       If the proposed settlement described above is not consummated, Lionbridge intends to continue to defend the litigation vigorously. Moreover, if the proposed settlement is not consummated, the Company believes that the underwriters may have an obligation to indemnify Lionbridge for the legal fees and other costs of defending this suit. While Lionbridge cannot guarantee the outcome of these proceedings, the Company believes that the final result of this lawsuit will have no material effect on its consolidated financial condition, results of operations, or cash flows.

13.     Recent Accounting Pronouncements

       In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Accounting Standards (“SFAS”) 154, “Accounting Changes and Error Corrections” which replaces APB Opinion No. 20 “Accounting Changes” and FASB SFAS 3 “Reporting Accounting Changes in Interim Financial Statements.” This statement changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. This statement requires voluntary changes in accounting principles be recognized retrospectively to prior periods’ financial statements, rather than recognition in the net income of the current period. Retrospective application requires restatements of prior period financial statements as if that accounting principle had always been used. This statement carries forward without change the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. The provisions of FASB SFAS 154 are effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of this pronouncement to have a significant impact on the Company’s financial statements.

       In December 2004, the FASB issued Statement of Financial Accounting Standards 123 — revised 2004 (“SFAS 123R”), “Share-Based Payment” which replaces Statement of Financial

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LIONBRIDGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) — (Continued)

Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees.” On April 14, 2005, the Securities and Exchange Commission amended the effective date for SFAS 123R to annual periods that begin after June 15, 2005. Accordingly, the Company will be required to adopt SFAS 123R effective January 1, 2006. SFAS 123R requires the measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statements of income. SFAS 123R requires companies to assess the most appropriate model to calculate the value of the options. Lionbridge currently uses the Black-Scholes option pricing model to value options and are currently assessing which model we may use in the future under the new statement and may determine that an alternative model may more appropriate. In addition, there are a number of other requirements under the new standard that would result in differing accounting treatment than those required under SFAS 123. These differences include, but are not limited to, the accounting for the tax benefit on employee stock options and for stock issued under our employee stock purchase plan, and the presentation of these tax benefits within the consolidated statement of cash flows. In addition to the appropriate fair value model to be used for valuing share-based payments, we will also be required to determine the transition method to be used at date of adoption of SFAS 123R. The allowed transition methods include choices of prospective or retroactive adoption. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The pro forma disclosures previously permitted under SFAS 123 will no longer be an alternative to financial statement recognition. See Note 1 in our Notes to Consolidated Financial Statements for the pro forma net income (loss) and net income (loss) per share amounts, for the three and nine-month periods ended September 30, 2005 and 2004, as if we had used a fair-value-based method similar to the methods required under SFAS 123R to measure compensation expense for employee stock incentive awards. It is expected that the adoption of SFAS 123R will have a significant impact on our consolidated statements of operations and net income (loss) per share if the adoption results in amounts similar to those in the current pro forma disclosure.

F-16

LIONBRIDGE TECHNOLOGIES, INC.

INDEX TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

Unaudited Pro Forma Combined Condensed Financial Statements
Introduction	F-18
Unaudited Pro Forma Combined Condensed Statement of Operations for the Nine Months Ended September 30, 2005	F-19
Unaudited Pro Forma Combined Condensed Statement of Operations for the Nine Months Ended September 30, 2004	F-20
Notes to the Unaudited Pro Forma Combined Condensed Statements of Operations	F-21

F-17

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

       On September 1, 2005 (the “Closing”), the Company completed the acquisition of Bowne Global Solutions, a division of Bowne & Co., Inc. pursuant to the terms of the Agreement and Plan of Merger with GGS Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, BGS Companies, Inc., a Delaware corporation (“BGS”), Bowne & Co., Inc. and Bowne of New York, LLC, a Delaware limited liability company dated as of June 27, 2005. Pursuant to the merger, BGS became a wholly owned subsidiary of the Company. Upon the Closing, each share of common stock of BGS was automatically converted into the right to receive a portion of the merger consideration.

       The unaudited pro forma combined condensed financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of Lionbridge, which are presented in the Annual Report on Form 10-K for the year ended December 31, 2004, filed on February 28, 2005 (File No. 000-26933), and the Quarterly Report on Form 10-Q for the nine months ended September 30, 2005 and the Current Report on Form 8-K filed November 23, 2005. The unaudited pro forma combined condensed statements of operations combine Lionbridge’s operating results for the nine months ended September 30, 2005 and 2004, respectively, with the operating results of BGS for the same periods. The unaudited pro forma combined condensed statements of operations give effect to the acquisition as if it had occurred on January 1, 2004, The unaudited pro forma combined condensed financial information includes all material pro forma adjustments necessary for this purpose.

       BGS results of operations for the one month period ended September 30, 2005 are included in the unaudited historical statement of operations of Lionbridge for the nine months ended September 30, 2005. The column titled “BGS” in the unaudited pro forma combined condensed statement of operations for the nine months ended September 30, 2005 presents the results of operations of BGS for the eight month period from January 1, 2005 through August 31, 2005, the period immediately preceding September 1, 2005, the date that Lionbridge acquired BGS.

       Note 3 to the Unaudited Consolidated Financial Statements of Lionbridge for the nine months ended September 30, 2005, appearing in this prospectus, presents unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2005 and 2004. In accordance with the disclosure requirements of Statement of Financial Accounting Standard No. 141, this pro forma information assumes that the acquisition of BGS occurred at the beginning of each of the three and nine months ended September 30, 2005 and 2004.

       The unaudited pro forma combined condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the acquisition had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined company. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination of the two companies or costs that may be incurred in integrating their operations.

F-18

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

(Amounts in thousands, except per share amounts)

									Pro Forma			Pro Forma
			Lionbridge			BGS			Adjustments			Combined
Revenue			$	138,575		$	165,349					$	303,924
Operating expenses:
	Cost of revenue (exclusive of depreciation and amortization included below)			90,682			110,498		$	337	(1)		201,421
										(96	)(2)
	Sales and marketing			12,942			—			11,679	(1)		24,621
	General and administrative			27,084			42,553			(10,573	)(1)		58,670
										(394	)(3)
	Corporate allocations			—			3,110			(3,110	)(1)		—
	Research and development			830			—			1,667	(1)		2,497
	Depreciation and amortization			2,145			3,876						6,021
	Amortization of acquisition-related intangible assets			648			1,247			(1,247	)(4)		5,913
										5,265	(5)
	Merger, restructuring and other charges			2,344			871						3,215
	Stock-based compensation			1,150			—						1,150
		Total operating expenses		137,825			162,155			3,528			303,508
Income (loss) from operations				750			3,194			(3,528	)		416
Interest expense:
		Interest on outstanding debt		693			2,891			4,900	(6)		8,993
										509	(7)
Interest income				477			6						483
Other (income) expense, net				463			(467	)					(4	)
Income (loss) before income taxes				71			776			(8,937	)		(8,090	)
Provision for income taxes				1,346			2,803			1,176	(8)		5,325
Net loss			$	(1,275	)	$	(2,027	)	$	(10,113	)	$	(13,415	)
Net loss per share of common stock:
		Basic and diluted	$	(0.03	)							$	(0.24	)
Weighted average number of common shares outstanding:
		Basic and diluted		48,135						8,356	(9)		56,491

See accompanying notes to unaudited pro forma combined condensed Statements of Operations.

F-19

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

(Amounts in thousands, except per share amounts)

									Pro Forma			Pro Forma
				Lionbridge		BGS			Adjustments			Combined
Revenue				$	118,457	$	167,910					$	286,367
Operating expenses:
	Cost of revenue (exclusive of depreciation and amortization included below)				73,422		109,849		$	1,581	(1)		184,763
										(89	)(2)
	Sales and marketing				10,700		—			14,413	(1)		25,113
	General and administrative				23,276		50,174			(17,288	)(1)		55,691
										(471	)(3)
	Corporate allocations				—		1,906			(1,906	)(1)		—
	Research and development				258		—			3,226	(1)		3,484
	Depreciation and amortization				2,290		4,273						6,563
	Amortization of acquisition-related intangible assets				118		1,336			(1,336	)(4)		6,068
										5,950	(5)
	Merger, restructuring and other charges				1,854		3,394						5,248
	Stock-based compensation				419		—						419
			Total operating expenses		112,337		170,932			4,080			287,349
Income (loss) from operations					6,120		(3,022	)		(4,080	)		(982	)
Interest expense:
	Interest on outstanding debt				—		3,008			5,512	(6)		9,097
										577	(7)
Interest income					268		—						268
Other (income) expense, net					108		78			(26	)(1)		160
Net income (loss) before income taxes					6,280		(6,108	)		(10,143	)		(9,971	)
Provision for income taxes					430		2,952			1,323	(8)		4,705
Net income (loss)				$	5,850	$	(9,060	)	$	(11,466	)	$	(14,676	)
Net income (loss) per share of common stock:
		Basic		$	0.13							$	(0.26	)
		Diluted		$	0.12							$	(0.26	)
Weighted average number of common shares outstanding:
		Basic			46,474					9,400	(9)		55,874
		Diluted			49,550

See accompanying notes to unaudited pro forma combined condensed Statements of Operations.

F-20

NOTES TO UNAUDITED PRO FORMA

COMBINED CONDENSED STATEMENTS OF OPERATIONS

(1)	To reclassify certain BGS expenses to conform to the Lionbridge presentation.
(2)	To reflect the amortization of obligations associated with acquired projects and contracts.
(3)	To reflect the amortization of obligations associated with acquired above market leases.
(4)	To eliminate BGS historical amortization expense of its amortizable intangible assets.
(5)	To reflect the amortization expense on $41.0 million of acquired customer contracts and relationships and $2.2 million of acquired technology based upon the preliminary allocation of purchase price to these intangible assets. The estimated useful life of acquired customer contracts ranges from 3.3 to 5.3 years and is amortized on a straight line basis. The estimated useful life of acquired customer relationships is 12 years and is amortized using an economic consumption method. The difference between the economic consumption amortization method and a straight line amortization method is not material in any future period. The estimated useful life of the acquired technology ranges from 1 to 4 years and is amortized on a straight line basis.
(6)	To reflect the interest expense on debt used to fund the acquisition, based on an interest rate of 7.37%. A 1/8% increase or decrease in interest rates would increase or decrease interest expense by approximately $94,000 for each of the nine month periods presented.
(7)	To record the accretion of deferred financing costs and discount on debt.
(8)	To reflect the increase in deferred tax liabilities associated with the book to tax difference in goodwill.
(9)	To record the 9.4 million shares issued as consideration for the BGS acquisition. For the nine months ended September 30, 2005, this amount is exclusive of the one month weighted average impact of these shares which were included in the share count reported for Lionbridge for the same period.

F-21

      No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Summary Consolidated Financial Data		3
Risk Factors		4
Cautionary Statement Regarding Forward-Looking Statements		11
Use of Proceeds		12
Capitalization		13
Selected Consolidated Financial Data		14
Management’s Discussion and Analysis of Financial Condition And Results of Operations		16
Business		29
Principal and Selling Stockholders		36
Underwriting		39
Information Incorporated By Reference		43
Experts		45
Validity of Shares		45
Index to Consolidated Financial Statements		F-1
Index to Unaudited Pro Forma Combined Condensed Financial Statements		F-17
Ex-1.1 Form of Underwriting Agreement
Ex-5.1 Opinion of Goodwin Proctor LLP
Ex-23.1 Consent of PricewaterhouseCoopers LLP
Ex-23.2 Consent of KPMG LLP

9,400,000 Shares

Lionbridge Technologies, Inc.

Common Stock

PROSPECTUS

                     , 2005

Goldman, Sachs & Co.

Friedman Billings Ramsey

PART II. INFORMATION NOT

REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

       The expenses in connection with the issuance and distribution of the securities being registered will be borne by Lionbridge and are set forth in the following table. All amounts except the registration fee, the Nasdaq National Market listing fee and the NASD filing fee are estimated.

Registration fee		$	8,551
Nasdaq National Market listing fee		$	45,000
NASD filing fee		$	7,765
Legal fees and expenses		$	100,000	*
Accounting fees and expenses		$	100,000	*
Printing fees and expenses		$	50,000	*
Miscellaneous		$	48,684	*
	Total	$	360,000	*

 *  Estimated pursuant to Item 511 of Regulation S-K.

Item 15. Indemnification of Directors and Officers.

       The Delaware General Corporation Law and our Second Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for indemnification of our directors and officers for liabilities and expenses that they may incur in those capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of Lionbridge, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. We refer you to our Second Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, incorporated by reference in this registration statement. In addition, we have entered into indemnification agreements with our officers and directors that provide for indemnification for liabilities and expenses that they may incur in those capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of Lionbridge, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. We refer you to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Lionbridge pursuant to the foregoing provisions, the Securities and Exchange Commission has expressed its opinion that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

Item 16. Exhibits.

Exhibit No.		Description
	1.1	Form of Underwriting Agreement.
	3.1, 4.1	Second Amended and Restated Certificate of Incorporation of Lionbridge (filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference).
	3.2, 4.2	Form of Amended and Restated By-laws of Lionbridge (filed as Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference).
	5.1	Opinion of Goodwin Procter LLP as to the legality of the common stock being registered.
	23.1	Consent of PricewaterhouseCoopers LLP.
	23.2	Consent of KPMG LLP.
	23.3	Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
	24.1*	Powers of Attorney.

*  Previously filed

Item 17. Undertakings.

       (a) The undersigned registrant hereby undertakes:

       (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

       (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

       (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment number 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 13th day of December, 2005.

LIONBRIDGE TECHNOLOGIES, INC.

By:  /s/ Margaret A. Shukur

Margaret A. Shukur

Secretary and General Counsel

II-4

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment number 2 to the registration statement on Form S-3 has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature		Title	Date
* Rory J. Cowan		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	December 13, 2005
* Stephen J. Lifshatz		Senior Vice President, Chief Financial Officer (Principal Financial Officer andPrincipal Accounting Officer)	December 13, 2005
* Edward A. Blechschmidt		Director	December 13, 2005
* Guy L. de Chazal		Director	December 13, 2005
* Claude P. Sheer		Director	December 13, 2005
* Paul Kavanagh		Director	December 13, 2005
* Jeffrey H. Goodman		Director	December 13, 2005
* Philip E. Kucera		Director	December 13, 2005
*By:	/s/ Margaret A. Shukur Margaret A. Shukur Attorney-in-Fact

II-5

EXHIBIT INDEX

Exhibit No.			Description
	1	.1	Form of Underwriting Agreement.
	3	.1, 4.1	Second Amended and Restated Certificate of Incorporation of Lionbridge (filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference).
	3	.2, 4.2	Form of Amended and Restated By-laws of Lionbridge (filed as Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference).
	5	.1	Opinion of Goodwin Procter LLP as to the legality of the common stock being registered.
	23	.1	Consent of PricewaterhouseCoopers LLP.
	23	.2	Consent of KPMG LLP.
	23	.3	Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
	24	.1*	Powers of Attorney.

*  Previously filed

EX-1.1

                                                                     Exhibit 1.1

                          LIONBRIDGE TECHNOLOGIES, INC.

                          COMMON STOCK, $0.01 PAR VALUE
                                    PER SHARE

                             UNDERWRITING AGREEMENT

                                                              December [ ], 2005

Goldman, Sachs & Co.,
Friedman, Billings, Ramsey & Co., Inc.
 As representatives of the several Underwriters
    named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

      Bowne & Co., Inc., a Delaware corporation (the "Primary Selling
Stockholder"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") an aggregate of 9,400,000 shares (the "Firm Shares") and, at the
election of the Underwriters, each of Lionbridge Technologies, Inc., a Delaware
corporation (the "Company") and the stockholder of the Company named in Schedule
II hereto (the "Additional Selling Stockholder", and together with the Primary
Selling Stockholder, the "Selling Stockholders") propose, subject to the terms
and conditions stated herein, to sell to the Underwriters up to 1,410,000
additional shares (the "Optional Shares") of Common Stock, par value $0.01 (the
"Stock") of the Company (the Firm Shares and the Optional Shares that the
Underwriters elect to purchase pursuant to Section 2 hereof being collectively
called the "Shares").

      1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

            (i) A registration statement on Form S-3 (File No. 333-129933) (the
      "Initial Registration Statement") in respect of the Shares has been filed
      with the Securities and Exchange Commission (the "Commission"); the
      Initial Registration Statement and any post-effective amendment thereto,
      each in the form heretofore delivered to you, and,



      excluding exhibits thereto but including all documents incorporated by
      reference in the prospectus contained therein, to you for each of the
      other Underwriters, have been declared effective by the Commission in such
      form; other than a registration statement, if any, increasing the size of
      the offering (a "Rule 462(b) Registration Statement"), filed pursuant to
      Rule 462(b) under the Securities Act of 1933, as amended (the "Act"),
      which became effective upon filing, no other document with respect to the
      Initial Registration Statement or document incorporated by reference
      therein has heretofore been filed with the Commission; and no stop order
      suspending the effectiveness of the Initial Registration Statement, any
      post-effective amendment thereto or the Rule 462(b) Registration
      Statement, if any, has been issued and no proceeding for that purpose has
      been initiated or threatened by the Commission (any preliminary prospectus
      included in the Initial Registration Statement or filed with the
      Commission pursuant to Rule 424(a) of the rules and regulations of the
      Commission under the Act is hereinafter called a "Preliminary Prospectus";
      the various parts of the Initial Registration Statement and the Rule
      462(b) Registration Statement, if any, including all exhibits thereto and
      including the information contained in the form of final prospectus filed
      with the Commission pursuant to Rule 424(b) under the Act in accordance
      with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act
      to be part of the Initial Registration Statement at the time it was
      declared effective, each as amended at the time such part of the Initial
      Registration Statement became effective or such part of the Rule 462(b)
      Registration Statement, if any, became or hereafter becomes effective, are
      hereinafter collectively called the "Registration Statement"; the
      Preliminary Prospectus relating to the Shares that was included in the
      Registration Statement immediately prior to the Applicable Time (as
      defined in Section 1(a)(iii) hereof) is hereinafter called the "Pricing
      Prospectus"; and such final prospectus, in the form first filed pursuant
      to Rule 424(b) under the Act, is hereinafter called the "Prospectus"; any
      reference herein to any Preliminary Prospectus, the Pricing Prospectus or
      the Prospectus shall be deemed to refer to and include the documents
      incorporated by reference therein pursuant to Item 12 of Form S-3 under
      the Act, as of the date of such prospectus; and any reference to any
      amendment or supplement to any Preliminary Prospectus or the Prospectus
      shall be deemed to refer to and include any documents filed after the date
      of such Preliminary Prospectus or Prospectus, as the case may be, under
      the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
      incorporated therein; any reference to any amendment to the Registration
      Statement shall be deemed to refer to and include any annual report of the
      Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
      the effective date of the Initial Registration Statement that is
      incorporated by reference in the Registration Statement; and any "issuer
      free writing prospectus" as defined in Rule 433

                                       2


      under the Act relating to the Shares is hereinafter called an "Issuer Free
      Writing Prospectus");

            (ii) No order preventing or suspending the use of any Preliminary
      Prospectus or any Issuer Free Writing Prospectus has been issued by the
      Commission, and each Preliminary Prospectus, at the time of filing
      thereof, conformed in all material respects to the requirements of the Act
      and the rules and regulations of the Commission thereunder, and did not
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided, however, that this representation and warranty shall
      not apply to any statements or omissions made in reliance upon and in
      conformity with information furnished in writing to the Company by an
      Underwriter through Goldman, Sachs & Co. expressly for use therein;

            (iii) For the purposes of this Agreement, the "Applicable Time" is
      ___:___ (Eastern time) on the date of this Agreement; the Pricing
      Prospectus as supplemented by the Issuer Free Writing Prospectuses and
      other documents listed in Schedule III(a) hereto, taken together
      (collectively, the "Pricing Disclosure Package") as of the Applicable
      Time, did not include any untrue statement of a material fact or omit to
      state any material fact necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading; and each Issuer Free Writing Prospectus listed on Schedule
      III(a) or Schedule III(b) hereto does not conflict with the information
      contained in the Registration Statement, the Pricing Prospectus or the
      Prospectus and each Issuer Free Writing Prospectus listed in Schedule
      III(b) hereto, as supplemented by and taken together with the Pricing
      Disclosure Package as of the Applicable Time, did not include any untrue
      statement of a material fact or omit to state any material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading; provided, however, that this
      representation and warranty shall not apply to statements or omissions
      made in an Issuer Free Writing Prospectus in reliance upon and in
      conformity with information furnished in writing to the Company by an
      Underwriter through Goldman, Sachs & Co. expressly for use therein;

            (iv) The documents incorporated by reference in the Pricing
      Prospectus and the Prospectus, when they became effective or were filed
      with the Commission, as the case may be, conformed in all material
      respects to the requirements of the Act or the Exchange Act, as
      applicable, and the rules and regulations of the Commission thereunder,

                                       3


      and none of such documents contained an untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading; and any further
      documents so filed and incorporated by reference in the Prospectus or any
      further amendment or supplement thereto, when such documents become
      effective or are filed with the Commission, as the case may be, will
      conform in all material respects to the requirements of the Act or the
      Exchange Act, as applicable, and the rules and regulations of the
      Commission thereunder and will not contain an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading
      provided, however, that this representation and warranty shall not apply
      to any statements or omissions made in reliance upon and in conformity
      with information furnished in writing to the Company by an Underwriter
      through Goldman, Sachs & Co. expressly for use therein; and no such
      documents were filed with the Commission since the Commission's close of
      business on the business day immediately prior to the date of this
      Agreement and prior to the execution of this Agreement, except as set
      forth on Schedule III(c) hereto;

            (v) The Registration Statement conforms and the Prospectus and any
      further amendments or supplements to the Registration Statement and the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the rules and regulations of the Commission thereunder and do
      not and will not, as of the applicable effective date as to each part of
      the Registration Statement and as of the applicable filing date as to the
      Prospectus and any amendment or supplement thereto, contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading; provided, however, that this representation and warranty shall
      not apply to any statements or omissions made in reliance upon and in
      conformity with information furnished in writing to the Company by an
      Underwriter through Goldman, Sachs & Co. expressly for use therein;

            (vi) Neither the Company nor any of its subsidiaries has sustained
      since the date of the latest audited financial statements included or
      incorporated by reference in the Pricing Prospectus any material loss or
      interference with its business from fire, earthquake, explosion, flood or
      other calamity, whether or not covered by insurance, or from any labor
      dispute or court or governmental action, order or decree, otherwise than
      as set forth or contemplated in the Pricing Prospectus; and, since the
      respective dates as of which information is given in the Registration
      Statement and the Pricing Prospectus, there has not been any change in

                                       4


      the capital stock (other than changes that may result from the exercise of
      options for the Company's capital stock outstanding as of the date of this
      Agreement) or long-term debt of the Company or any of its subsidiaries or
      any material adverse change, or any development involving a prospective
      material adverse change, in or affecting the general affairs, management,
      financial position, stockholders' equity or results of operations of the
      Company and its subsidiaries, otherwise than as set forth or contemplated
      in the Pricing Prospectus;

            (vii) The Company and its subsidiaries have good and marketable
      title in fee simple to all real property (other than mortgages with
      respect to such real property) and good and marketable title to all
      personal property owned by them, in each case free and clear of all liens,
      encumbrances and defects except (A) with respect to personal property,
      security interests in favor of Wachovia Bank, National Association, (B)
      such as are described in the Pricing Prospectus or (C) such as do not
      materially affect the value of such property and do not interfere with the
      use made and proposed to be made of such property by the Company and its
      subsidiaries; and any real property and buildings held under lease by the
      Company and its subsidiaries are held by them under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Company and its subsidiaries;

            (viii) The Company has been duly incorporated and is validly
      existing as a corporation in good standing under the laws of the State of
      Delaware, with power and authority (corporate and other) to own its
      properties and conduct its business as described in the Pricing
      Prospectus, and has been duly qualified as a foreign corporation for the
      transaction of business and is in good standing under the laws of each
      other jurisdiction in which it owns or leases properties or conducts any
      business so as to require such qualification, or is subject to no material
      liability or disability by reason of the failure to be so qualified in any
      such jurisdiction; and each subsidiary of the Company has been duly
      organized and is validly existing as a corporation in good standing under
      the laws of its jurisdiction of incorporation;

            (ix) The Company has an authorized capitalization as set forth in
      the Pricing Prospectus under the caption "Capitalization", and all of the
      issued shares of capital stock of the Company have been duly and validly
      authorized and issued and are fully paid and non-assessable and conform to
      the description of the Stock contained in the Pricing Prospectus and
      Prospectus; and all of the issued shares of capital stock of each
      subsidiary of the Company have been duly and validly authorized and

                                       5


      issued, are fully paid and non-assessable and (except for directors'
      qualifying shares) are owned directly or indirectly by the Company, free
      and clear of all liens, encumbrances or claims, except for security
      interests, liens, encumbrances, pledges or other claims in favor of
      Wachovia Bank, National Association;

            (x) The unissued Shares to be issued and sold by the Company to the
      Underwriters hereunder have been duly and validly authorized and, when
      issued and delivered against payment therefor as provided herein, will be
      duly and validly issued and fully paid and non-assessable and will conform
      to the description of the Stock contained in the Prospectus;

            (xi) The issue and sale of the Shares to be sold by the Company and
      the compliance by the Company with this Agreement and the consummation of
      the transactions herein contemplated will not conflict with or result in a
      breach or violation of any of the terms or provisions of, or constitute a
      default under, any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which the Company or any of its
      subsidiaries is a party or by which the Company or any of its subsidiaries
      is bound or to which any of the property or assets of the Company or any
      of its subsidiaries is subject, nor will such action result in any
      violation of the provisions of the Certificate of Incorporation or By-laws
      of the Company or any statute or any order, rule or regulation of any
      court or governmental agency or body having jurisdiction over the Company
      or any of its subsidiaries or any of their properties; and no consent,
      approval, authorization, order, registration or qualification of or with
      any such court or governmental agency or body is required for the issue
      and sale of the Shares or the consummation by the Company of the
      transactions contemplated by this Agreement, except the registration under
      the Act of the Shares and such consents, approvals, authorizations,
      registrations or qualifications as may be required by the National
      Association of Securities Dealers, Inc., or under state securities or Blue
      Sky laws in connection with the purchase and distribution of the Shares by
      the Underwriters;

            (xii) Neither the Company nor any of its subsidiaries is in
      violation of its Certificate of Incorporation or By-laws or in default in
      the performance or observance of any material obligation, agreement,
      covenant or condition contained in any indenture, mortgage, deed of trust,
      loan agreement, lease or other agreement or instrument to which it is a
      party or by which it or any of its properties may be bound;

            (xiii) The statements set forth under the caption "Description of
      Capital Stock" incorporated by reference in the Pricing

                                       6


      Prospectus and Prospectus from the Company's registration statement on
      Form S-1, as amended, through the incorporation by reference of certain
      portions of the Company's registration statement on Form 8-A, insofar as
      it purports to constitute a summary of the terms of the Stock and in the
      Pricing Prospectus and Prospectus under the caption "Underwriting",
      insofar as they purport to describe the provisions of the laws and
      documents referred to therein, are accurate, complete and fair;

            (xiv) Other than as set forth in the Pricing Prospectus, there are
      no legal or governmental proceedings pending to which the Company or any
      of its subsidiaries is a party or of which any property of the Company or
      any of its subsidiaries is the subject which, if determined adversely to
      the Company or any of its subsidiaries, would individually or in the
      aggregate result in a material adverse effect on the general affairs
      management, current or future financial position, stockholders' equity or
      results of operations of the Company and its subsidiaries taken as a whole
      (a "Material Adverse Effect"); and no such proceedings are threatened or
      contemplated by governmental authorities or threatened by others;

            (xv) The Company is not and, after giving effect to the offering and
      sale of the Shares and the application of proceeds thereof, will not be an
      "investment company", as such term is defined in the Investment Company
      Act of 1940, as amended (the "Investment Company Act");

            (xvi) At the time of filing the Initial Registration Statement the
      Company was not, and the Company on the date of this Agreement is not, an
      "ineligible issuer" as defined under Rule 405 under the Act;

            (xvii) PricewaterhouseCoopers LLP, who have certified certain
      financial statements of the Company and its subsidiaries, and have audited
      the Company's internal control over financial reporting and management's
      assessment thereof and KPMG LLP, who have certified certain financial
      statements of BGS, are each independent public accountants as required by
      the Act and the rules and regulations of the Commission thereunder;

            (xviii) The Company maintains a system of internal control over
      financial reporting (as such term is defined in Rule 13a-15(f) under the
      Exchange Act) that complies with the requirements of the Exchange Act and
      has been designed by the Company's principal executive officer and
      principal financial officer, or under their 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 (it being
      understood that in accordance

                                       7


      with the Commission's answers in "Management's Report on Internal Control
      Over Financial Reporting and Certification of Disclosure in Exchange Act
      Periodic Reports Frequently Asked Questions (revised October 6, 2004)",
      the Company does not expect to include in its assessment of internal
      controls, the operations acquired from Bowne & Co., Inc. (the "Bowne
      Operations") until the filing of the Company's 10-K for the Year Ended
      December 31, 2006). Except as disclosed in the Pricing Prospectus, and
      except with respect to (A) below, for the Bowne Operations: (A) the
      Company's internal control over financial reporting is effective and (B)
      the Company is not aware of any material weaknesses in its internal
      control over financial reporting;

            (xix) Since the date of the latest audited financial statements
      included or incorporated by reference in the Pricing Prospectus, there has
      been no change in the Company's internal control over financial reporting
      that has materially affected, or is reasonably likely to materially
      affect, the Company's internal control over financial reporting;

            (xx) The Company maintains disclosure controls and procedures (as
      such term is defined in Rule 13a-15(e) under the Exchange Act) that comply
      with the requirements of the Exchange Act; such disclosure controls and
      procedures have been designed to ensure that material information relating
      to the Company and its subsidiaries is made known to the Company's
      principal executive officer and principal financial officer by others
      within those entities; and such disclosure controls and procedures are
      effective;

            (xxi) No labor dispute with employees of the Company or any of its
      subsidiaries exist or, to the Company's knowledge is threatened or
      imminent that could have a Material Adverse Effect; and

            (xxii) Except as disclosed in the Pricing Prospectus and subject to
      the security interests in favor of Wachovia Bank, National Association,
      the Company and its subsidiaries, own or possess, or can acquire on
      reasonable terms, all material patents, patent applications, trademarks,
      service marks, trade names, licenses, copyrights and proprietary or other
      confidential information currently employed by them in connection with
      their respective businesses, and neither the Company nor any such
      subsidiary has received any notice of infringement of or conflict with
      asserted rights of any third party with respect to any of the foregoing
      which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would have a Material Adverse Effect.

                                       8


      (b) Each of the Selling Stockholders severally represents and warrants to,
and agrees with, each of the Underwriters and the Company that:

            (i) All consents, approvals, authorizations and orders necessary for
      the execution and delivery by such Selling Stockholder of this Agreement
      and for the sale and delivery of the Shares to be sold by such Selling
      Stockholder hereunder, have been obtained; and such Selling Stockholder
      has full right, power and authority to enter into this Agreement sell,
      assign, transfer and deliver the Shares to be sold by such Selling
      Stockholder hereunder;

            (ii) The sale of the Shares to be sold by such Selling Stockholder
      hereunder and the compliance by such Selling Stockholder with all of the
      provisions of this Agreement and the consummation of the transactions
      herein and therein contemplated will not conflict with or result in a
      breach or violation of any of the terms or provisions of, or constitute a
      default under, any statute, indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which such Selling
      Stockholder is a party or by which such Selling Stockholder is bound or to
      which any of the property or assets of such Selling Stockholder is
      subject, nor will such action result in any violation of the provisions of
      the Certificate of Incorporation or By-laws of such Selling Stockholder if
      such Selling Stockholder is a corporation, or any statute or any order,
      rule or regulation of any court or governmental agency or body having
      jurisdiction over such Selling Stockholder or the property of such Selling
      Stockholder;

            (iii) Such Selling Stockholder has, and immediately prior to the
      relevant Time of Delivery (as defined in Section 4 hereof) such Selling
      Stockholder will have, good and valid title to the Shares to be sold by
      such Selling Stockholder hereunder, free and clear of all liens,
      encumbrances or claims; and, upon delivery of such Shares and payment
      therefor pursuant hereto, good and valid title to such Shares, free and
      clear of all liens, encumbrances or claims, will pass to the several
      Underwriters;

            (iv) Such Selling Stockholder has not taken and will not take,
      directly or indirectly, any action which is designed to or which has
      constituted or which might reasonably be expected to cause or result in
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of the Shares;

            (v) To the extent that any statements or omissions made in the
      Registration Statement, any Preliminary Prospectus, the Pricing
      Prospectus, the Prospectus or any amendment or supplement thereto are made
      in reliance upon and in conformity with written information furnished

                                       9


      to the Company by such Selling Stockholder expressly for use therein, such
      Preliminary Prospectus, Pricing Prospectus and the Registration Statement
      did, and the Prospectus and any further amendments or supplements to the
      Registration Statement and the Prospectus, when they become effective or
      are filed with the Commission, as the case may be, will conform in all
      material respects to the requirements of the Act and the rules and
      regulations of the Commission thereunder and will not contain any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein not
      misleading;

            (vi) In order to document the Underwriters' compliance with the
      reporting and withholding provisions of the Tax Equity and Fiscal
      Responsibility Act of 1982 with respect to the transactions herein
      contemplated, such Selling Stockholder will deliver to you prior to or at
      the relevant Time of Delivery (as hereinafter defined) a properly
      completed and executed United States Treasury Department Form W-9 (or
      other applicable form or statement specified by Treasury Department
      regulations in lieu thereof);

            (vii) The obligations of the Selling Stockholders hereunder shall
      not be terminated by operation of law, whether by the death or incapacity
      of any individual Selling Stockholder or, in the case of an estate or
      trust, by the death or incapacity of any executor or trustee or the
      termination of such estate or trust, or in the case of a partnership or
      corporation, by the dissolution of such partnership or corporation, or by
      the occurrence of any other event; if any individual Selling Stockholder
      or any such executor or trustee should die or become incapacitated, or if
      any such estate or trust should be terminated, or if any such partnership
      or corporation should be dissolved, or if any other such event should
      occur, before the delivery of the Shares hereunder, certificates
      representing the Shares shall be delivered by or on behalf of the Selling
      Stockholders in accordance with the terms and conditions of this
      Agreement; and

            (viii) Such Selling Stockholder is not a member of or an affiliate
      of or associated with any member of the NASD.

      2. Subject to the terms and conditions herein set forth, (a) the Primary
Selling Stockholder agrees to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Primary
Selling Stockholder, at a purchase price per share of $......., the number of
Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto
and (b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the Company agrees to

                                       10


issue and sell and the Additional Selling Stockholder agrees to sell to each of
the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company and the Additional Selling Stockholder at
the purchase price per share set forth in clause (a) of this Section 2, that
portion of the number of Optional Shares as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction, the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder).

      The Company and the Additional Selling Stockholder, as and to the extent
indicated in Schedule II hereto, hereby grant, severally and not jointly, to the
Underwriters the right to purchase at their election up to 1,410,000 Optional
Shares, at the purchase price per share set forth in the paragraph above, for
the sole purpose of covering sales of shares in excess of the number of Firm
Shares, provided that the purchase price per Optional Share shall be reduced by
an amount per share equal to any dividends or distributions declared by the
Company and payable on the Firm Shares but not payable on the Optional Shares.
Any such election to purchase Optional Shares shall be made pro rata among the
Company and the Additional Selling Shareholder. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company
and the Additional Selling Stockholder, given within a period of 30 calendar
days after the date of this Agreement and setting forth the aggregate number of
Optional Shares to be purchased and the date on which such Optional Shares are
to be delivered, as determined by you but in no event earlier than the First
Time of Delivery (as defined in Section 4 hereof) or, unless you, the Company
and the Additional Selling Stockholder otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

      3. Upon the authorization by you of the release of the Shares, the several
Underwriters propose to offer the Shares for sale upon the terms and conditions
set forth in the Prospectus.

      4. (a) The Shares to be purchased by each Underwriter hereunder will be
represented by one or more definitive global Shares in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company and each Selling
Stockholder will deliver the Shares to Goldman, Sachs & Co., for the account of
each Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by wire transfer of Federal (same-day) funds to the
account specified by the Company and each Selling Stockholder to Goldman, Sachs
& Co. at least forty-eight hours in advance, by causing DTC to credit the

                                       11


Shares to the account of Goldman, Sachs & Co. at DTC. The Company will cause the
certificates representing the Shares to be made available to Goldman, Sachs &
Co. for checking and packaging at least twenty-four hours prior to the Time of
Delivery (as defined below) with respect thereto at the office of DTC or its
designated custodian (the "Designated Office"). The time and date of such
delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New
York City time, on December [ ], 2005 or such other time and date as Goldman,
Sachs & Co. and the Primary Selling Stockholder may agree upon in writing, and,
with respect to the Optional Shares, 9:30 a.m., New York time, on the date
specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs
& Co. of the Underwriters' election to purchase such Optional Shares, or such
other time and date as Goldman, Sachs & Co. and the Company and the Additional
Selling Stockholder may agree upon in writing. Such time and date for delivery
of the Firm Shares is herein called the "First Time of Delivery", such time and
date for delivery of the Optional Shares, if not the First Time of Delivery, is
herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

      (b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 8 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 8(o) or 8(p) hereof, will be delivered at the offices of
Sullivan & Cromwell LLP, 1701 Pennsylvania Avenue, NW, Washington, DC, (the
"Closing Location"), and the Shares will be delivered at the Designated Office,
all at such Time of Delivery. A meeting will be held at the Closing Location at
4:00 p.m., Eastern time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

      5. The Company agrees with each of the Underwriters:

      (a) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or the Prospectus prior to the last
Time of Delivery which shall be disapproved by you promptly after reasonable
notice thereof; to advise you, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or

                                       12


becomes effective or any amendment or supplement to the Prospectus has been
filed and to furnish you with copies thereof; to file promptly all material
required to be filed by the Company with the Commission pursuant to Rule 433(d)
under the Act; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus and for so long as the delivery of a prospectus (or
in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
required in connection with the offering or sale of the Shares; to advise you,
promptly after it receives notice thereof, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or other prospectus in respect of the Shares, of the
suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or the Prospectus or for additional information;
and, in the event of the issuance of any stop order or of any order preventing
or suspending the use of any Preliminary Prospectus or other prospectus or
suspending any such qualification, to promptly use its best efforts to obtain
the withdrawal of such order;

      (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Shares for offering and sale under the securities laws of
such jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

      (c) Prior to 10:00 A.M., New York City time, on the New York Business Day
next succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with written and electronic copies of the Prospectus in New York
City in such quantities as you may reasonably request, and, if the delivery of a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required at any time prior to the expiration of nine months after the
time of issue of the Prospectus in connection with the offering or sale of the
Shares and if at such time any event shall have occurred as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Act) is delivered, not misleading, or, if for any other reason
it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order

                                       13


to comply with the Act or the Exchange Act, to notify you and upon your request
to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many written and electronic
copies as you may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus which will correct such statement or omission
or effect such compliance, and in case any Underwriter is required to deliver a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) in connection with sales of any of the Shares at any time nine months or
more after the time of issue of the Prospectus, upon your request but at the
expense of such Underwriter, to prepare and deliver to such Underwriter as many
written and electronic copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;

      (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);

      (e) During the period beginning from the date hereof and continuing to and
including the date 90 days after the date of the Prospectus, not to offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose, except as provided hereunder, of any securities of the
Company that are substantially similar to the Shares, including but not limited
to any options or warrants to purchase shares of Stock or any securities that
are convertible into or exchangeable for, or that represent the right to
receive, Stock or any such substantially similar securities other than (i) the
issuance of shares of Stock pursuant to employee stock option plans existing on,
or upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement, (ii) the issuance of shares of
Stock in exchange for the assets of, or a majority or controlling portion of the
equity of, another entity in connection with the acquisition by the Company or
any of its subsidiaries of such entity, provided, however, that in the case of
(ii), (A) prior to such issuance of shares of Stock, each recipient of such
shares shall have executed and delivered to the Representatives an agreement
substantially in the form of Annex V hereto, and (B) the aggregate market value
of such shares of Stock shall not exceed 10% of the market capitalization of the
Company immediately following the First Time of Delivery or (iii) without the
prior written consent of Goldman, Sachs & Co.;

      (f) To furnish to its stockholders as soon as practicable after the end of
each fiscal year an annual report (including a balance sheet and statements of
income, stockholders' equity and cash flows of the Company and its consolidated
subsidiaries certified by independent public accountants) and, as soon as

                                       14


practicable after the end of each of the first three quarters of each fiscal
year (beginning with the fiscal quarter ending after the effective date of the
Registration Statement), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such
quarter in reasonable detail;

      (g) During a period of three years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you, as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed, it being
understood that the filing of any such reports and financial statements with the
Commission via EDGAR filing system shall be deemed to have been provided to you
as a result of such filing.

      (h) To use the net proceeds received by it from the sale of the Shares
pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption "Use of Proceeds";

      (i) To use its best efforts to list for quotation the Shares on the Nasdaq
Stock Market Inc.'s National Market ("NASDAQ");

      (j) If the Company elects to rely upon Rule 462(b), the Company shall file
a Rule 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and
the Company shall at the time of filing either pay to the Commission the filing
fee for the Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the Act; and

      (k) Upon request of any Underwriter, to furnish, or cause to be furnished,
to such Underwriter an electronic version of the Company's trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such
Underwriter for the purpose of facilitating the on-line offering of the Shares
(the "License"); provided, however, that the License shall be used solely for
the purpose described above, is granted without any fee and may not be assigned
or transferred.

      6. (a) The Company and each of the Selling Stockholders represents and
agrees that, without the prior consent of Goldman, Sachs & Co., it has not made
and will not make any offer relating to the Shares that would constitute a "free
writing prospectus" as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company, the
Selling Stockholders and Goldman, Sachs & Co., it has not made

                                       15


and will not make any offer relating to the Shares that would constitute a free
writing prospectus; any such free writing prospectus the use of which has been
consented to by the Company, the Selling Stockholders and Goldman, Sachs & Co.
is listed on Schedule III(a) or Schedule III(b) hereto;

      (b) The Company and each Selling Stockholder has complied and will comply
with the requirements of Rule 433 under the Act applicable to any Issuer Free
Writing Prospectus, including timely filing with the Commission or retention
where required and legending; the Company represents that it has satisfied and
agrees that it will satisfy the conditions under Rule 433 under the Act to avoid
a requirement to file with the Commission any electronic road show;

      (c) The Company and each Selling Stockholder agrees that if at any time
following issuance of an Issuer Free Writing Prospectus any event occurred or
occurs as a result of which such Issuer Free Writing Prospectus would conflict
with the information in the Registration Statement, the Pricing Prospectus or
the Prospectus or would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in
light of the circumstances then prevailing, not misleading, the Company or the
Selling Stockholder will give prompt notice thereof to Goldman, Sachs & Co. and,
if requested by Goldman, Sachs & Co., and the Company will prepare and furnish
without charge to each Underwriter an Issuer Free Writing Prospectus or other
document which will correct such conflict, statement or omission; provided,
however, that this representation and warranty shall not apply to any statements
or omissions in an Issuer Free Writing Prospectus made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein.

      7. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants and the accountants for
BGS in connection with the registration of the Shares under the Act and all
other expenses in connection with the preparation, printing, reproduction and
filing of the Registration Statement, any Preliminary Prospectus, any Issuer
Free Writing Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the Blue Sky Memorandum, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Shares; (iii) all expenses in
connection with the qualification of the Shares for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey (iv) all fees and
expenses

                                       16


in connection with listing the Shares on NASDAQ; (v) the filing fees incident
to, and the fees and disbursements of counsel for the Underwriters in connection
with, any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Shares; (vi) the cost of preparing stock
certificates; (vii) the cost and charges of any transfer agent or registrar; and
(viii) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees of their counsel, stock transfer taxes on
resale of any of the Shares by them, and any advertising expenses connected with
any offers they may make.

      8. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and the Selling Stockholders herein are, at and as of such Time of
Delivery, true and correct, the condition that the Company and of the Selling
Stockholders shall have performed all of its obligations hereunder theretofore
to be performed, and the following additional conditions:

      (a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) under the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; all material required to be filed by the Company pursuant to Rule
433(d) under the Act shall have been filed with the Commission within the
applicable time period prescribed for such filing by Rule 433 under the Act; if
the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; no stop order suspending or preventing the use of
the Prospectus or any Issuer Free Writing Prospectus shall have been initiated
or threatened by the Commission; and all requests for additional information on
the part of the Commission shall have been complied with to your reasonable
satisfaction;

      (b) Sullivan & Cromwell LLP, counsel for the Underwriters, shall have
furnished to you such written opinion or opinions, dated such Time of Delivery,
with respect to the incorporation of the Company, the validity of the Shares and
such other related matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass on such matters;

                                       17


      (c) Goodwin Procter LLP, counsel for the Company, shall have furnished to
you their written opinion (a form of such opinion is attached as Annex III
hereto), dated the such Time of Delivery, in form and substance satisfactory to
you, to the effect that:

            (i) the Company has been duly incorporated and is validly existing
      as a corporation under the laws of Delaware and is in good standing under
      the laws of each of Delaware and Massachusetts; each of VeriTest, Inc. and
      Lionbridge US, Inc. (collectively, the "Delaware Subsidiaries") is validly
      existing as a corporation in good standing under the laws of the
      jurisdictions listed on Schedule IV attached hereto;

            (ii) the Company and each of the Delaware Subsidiaries have the
      corporate power to own or lease their respective properties and conduct
      their respective businesses as described in the Registration Statement and
      the Prospectus, and the Company has the corporate power to execute,
      deliver and perform this Agreement;

            (iii) the issued shares of capital stock of each of the Delaware
      Subsidiaries have been duly authorized and validly issued, are fully paid
      and nonassessable, and are owned beneficially by the Company free and
      clear of, to the best of such counsel's knowledge, any security interests,
      pledges, liens or encumbrances except for security interests, pledges,
      liens or encumbrances in favor of Wachovia Bank, National Association or
      as described in the Prospectus;

            (iv) the authorized capital stock of the Company is as set forth in
      the Prospectus under the caption "Capitalization" as of the dates stated
      therein; the Shares to be issued by the Company pursuant to the terms of
      this Agreement have been duly authorized for issuance and sale to the
      Underwriters pursuant to this Agreement and, when issued and delivered by
      the Company pursuant to this Agreement against payment of the
      consideration set forth in this Agreement, will be validly issued, fully
      paid and non-assessable; to such counsel's knowledge and except as
      described in the Prospectus, no holders of outstanding shares of capital
      stock of the Company are entitled as such to any preemptive or other
      rights to subscribe for any of the Shares under any of the agreements
      filed as an exhibit to the Company's most recent annual report on Form
      10-K or any subsequent quarterly report on Form 10-Q or current report on
      Form 8-K and to which the Company or any of its subsidiaries is a party
      (the "Listed Agreements"); and to such counsel's knowledge, no holders of
      securities of the Company are entitled to have such securities registered
      under the Registration Statement other than those holders whose rights

                                       18


      have been waived or satisfied pursuant to the Registration Statement or as
      described in the Prospectus;

            (v) the statements under the captions (A) "Description of Capital
      Stock" incorporated by reference in the Prospectus from the Company's
      registration statement on Form S-1, as amended, through the incorporation
      by reference of certain portions of the Company's registration statement
      on Form 8-A to the extent they constitute matters of law or legal
      conclusions regarding the Stock and (B) "Underwriting" in the Prospectus,
      to the extent they constitute matters of law or legal conclusions, have
      been reviewed by such counsel and are correct in all material respects;
      and the statements set forth under the headings "Legal Proceedings," in
      the Company's Quarterly Report on From 10-Q for the Quarter Ended
      September 30, 2005 incorporated by reference in the prospectus, insofar as
      such statements constitute matters of law or legal conclusions, are
      correct in all material respects;

            (vi) this Agreement has been duly authorized, executed and delivered
      by the Company;

            (vii) the issuance, offering and sale of the Shares to the
      Underwriters by the Company pursuant to this Agreement, the performance by
      the Company of this Agreement do not (A) require the consent, approval,
      authorization, registration or qualification of or with any governmental
      authority, except such as have been obtained under the Act and such as may
      be required under the NASD or state securities or blue sky laws (as to
      which such counsel need express no opinion), or (B) conflict with or
      result in a breach or violation of any of the terms and provisions of, or
      constitute a default under, any Listed Agreement, or the charter documents
      or by-laws of the Company or any of the U.S. Subsidiaries, or Delaware
      General Corporation Law or any Massachusetts or federal statute, rule or
      regulation or any judgment, decree, order, rule or regulation of any court
      or other governmental authority or any arbitrator known to us and
      applicable to the Company or the U.S. Subsidiaries;

            (viii) the Company is not subject to registration as an investment
      company or an entity "controlled" by an investment company under the
      Investment Company Act of 1940, as amended, and, assuming the proceeds
      from the Offering are used as contemplated under the caption "Use of
      Proceeds" in the Prospectus, the transactions contemplated by this
      Agreement will not cause the Company to become an investment company
      subject to registration under such Act;

                                       19


            (ix) the form of certificate used to evidence the Shares complies in
      all material respects with the Delaware General Corporation Law and with
      any applicable requirements of the organizational documents of the
      Company;

            (x) we have been informed by the Commission that the Registration
      Statement is effective under the Act; any required filing of the
      Prospectus pursuant to Rule 424(b) of the Act has been made in the manner
      and within the time period required by Rule 424(b); and we have been
      informed by the Commission that no stop order suspending the effectiveness
      of the Registration Statement has been issued and, to such counsel's
      knowledge, no proceedings for that purpose have been instituted or
      threatened or are contemplated by the Commission.

            Such counsel shall state that it has reviewed the Registration
      Statement and the Prospectus, participated in discussions with the
      representatives of the Underwriters, those of counsel for the
      Underwriters, and those of representatives of the Company and
      PricewaterhouseCoopers LLP, independent auditors of the Company, during
      which the contents of the Registration Statement, the Pricing Prospectus
      and the Prospectus were discussed. Such counsel may state that between the
      effectiveness of the Registration Statement and the relevant Time of
      Delivery, it participated in further discussions with representatives of
      the Underwriters, those of counsel for the Underwriters and those of the
      Company and PricewaterhouseCoopers LLP, independent auditors of the
      Company, and such counsel reviewed certain certificates of officers of the
      Company and public officials and the letters from PricewaterhouseCoopers
      LLP, independent auditors of the Company, delivered to you at the relevant
      Time of Delivery. Such counsel may state that the purpose of its
      engagement was not to establish or to confirm factual matters set forth in
      the Registration Statement, the Pricing Prospectus, the Prospectus and any
      further amendments and supplements thereto and that it has not undertaken
      any obligation to verify independently any of the factual matters set
      forth in the Registration Statement, the Pricing Prospectus, the
      Prospectus and any further amendments and supplements thereto. Such
      counsel may state that many of the determinations required to be made in
      the preparation of the Registration Statement, the Pricing Prospectus, the
      Prospectus and any further amendments and supplements thereto involve
      matters of a non-legal nature. Subject to the foregoing, such counsel will
      confirm that: (i) on the basis of the information gained in the course of
      performing the services referred to above, nothing came to such counsel's
      attention that caused them to believe that any part of the Registration
      Statement, as of its effective date, contained an untrue statement of a
      material fact or omitted

                                       20


      to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading or that the Prospectus and any
      further amendments and supplements thereto, when such part or amendment
      became effective, contained any untrue statement of a material fact or
      omitted to state any material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, (ii) nothing came to such counsel's attention that caused them
      to believe that the Pricing Disclosure Package, as of the Applicable Time,
      contained an untrue statement of a material fact or omitted to state a
      material fact necessary in order to make the statements therein, in the
      light of circumstances under which they were made, not misleading; and
      (iii) nothing came to such counsel's attention in the course of the
      procedures described in the second sentence of this paragraph that caused
      them to believe that the Prospectus and any further amendments and
      supplements thereto, as of the relevant Time of Delivery, contain any
      untrue statement of a material fact or omitted or omits to state any
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading; provided,
      however, that such counsel need not assume any responsibility for the
      accuracy, completeness or fairness of the statements contained in the
      Registration Statement, the Prospectus and any further amendments and
      supplements thereto, and such counsel need not express any belief as to
      the financial statements or other financial data derived from accounting
      records contained in the Registration Statement, the Prospectus and any
      further amendments and supplements thereto. Such counsel shall also
      confirm that the Registration Statement, as of its effective date, and the
      Prospectus and any further amendments and supplements thereto, as of the
      date when such part or amendment became effective, appeared on their face
      to be responsive in all material respects to the requirements of the Act
      and the applicable rules and regulations of the Commission thereunder.

      (d) Margaret Shukur, general counsel of the Company, shall have furnished
to you her written opinion in form and substance reasonably satisfactory to you,
stating that:

            (i) the Company and each of its U.S. subsidiaries ("U.S.
      Subsidiaries") are validly existing as a corporation and are in good
      standing;

            (ii) all of the issued shares of capital stock of the Company and
      each of the U.S. Subsidiaries have been duly authorized and validly
      issued, are fully paid and nonassessable, have been issued in compliance
      with all applicable federal and state securities laws and, to such
      counsel's

                                       21


      knowledge, were not issued in violation of or subject to any preemptive
      rights or other rights to subscribe for or purchase securities;

            (iii) neither the Company nor any of its subsidiaries is in
      violation of its Certificate of Incorporation or By-laws or, to such
      counsel's knowledge, in default in the performance or observance of any
      obligation, agreement, covenant or condition contained in any indenture,
      mortgage, deed of trust, loan agreement, lease or other agreement or
      instrument which it is a party or by which it or any of its properties may
      be bound which would have a Material Adverse Effect;

            (iv) the Company and each of its subsidiaries have the corporate
      power to own or lease their respective properties and conduct their
      respective businesses as described in the Registration Statement and the
      Prospectus; and

            (v) (A) no legal or governmental proceedings are pending to which
      the Company or any of its subsidiaries is a party or to which the property
      of the Company or any of its subsidiaries is subject that are required to
      be described in the Registration Statement or the Prospectus and are not
      described therein, and, no such proceedings have been threatened against
      the Company or any of its subsidiaries or with respect to any of their
      respective properties and (B) no contract or other document known to such
      counsel is required to be described in the Registration Statement or the
      Prospectus or to be filed as an exhibit to the Registration Statement that
      is not described therein or filed as required.

      (e) De Brauw Blackstone Westbroek p.c., counsel for the Company's
Lionbridge Technologies Holdings B.V., Lionbridge Technologies B.V., Lionbridge
of Europe B.V and Lionbridge of Gibraltar B.V. subsidiaries, shall have
delivered an opinion to the Underwriters in a form reasonably satisfactory to
the Underwriters;

      (f) Arthur Cox, counsel for the Company's Lionbridge International
subsidiary, shall have delivered an opinion to the Underwriters in a form
reasonably satisfactory to the Underwriters;

      (g) The counsel for the Primary Selling Stockholder shall have furnished
to you their written opinion with respect to the Primary Selling Stockholder (a
draft of such opinion is attached as Annex IV(a) hereto), dated the relevant
Time of Delivery, in form and substance satisfactory to you, to the effect that:

            (i) this Agreement has been duly executed and delivered by or on
      behalf of the Primary Selling Stockholder; and the sale of the

                                       22


      Shares to be sold by such Selling Stockholder hereunder and the compliance
      by the Primary Selling Stockholder with all of the provisions of this
      Agreement and will not breach or result in a default under, any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument
      identified as an exhibit to the Primary Selling Stockholder's most recent
      annual report on Form 10-K filed with the Commission, nor will such action
      result in any violation of the provisions of the Certificate of
      Incorporation or By laws of the Primary Selling Stockholder or any federal
      or New York statute or the Delaware General Corporation Law or any rule or
      regulation that has been issued pursuant to any federal or New York
      statute or the Delaware General Corporation Law or any order known to such
      counsel of any court or governmental agency or body having jurisdiction
      over the Primary Selling Stockholder or any of its properties;

            (ii) no consent, approval, authorization, order, registration or
      qualification of or with any federal or New York governmental agency or
      body or any Delaware governmental agency or body acting pursuant to the
      Delaware General Corporation Law or, to such counsel's knowledge, any
      federal or New York court or any Delaware court acting pursuant to the
      Delaware General Corporation Law is required for the issue and sale of the
      Shares by the Primary Selling Stockholder and the compliance by the
      Primary Selling Stockholder with all of the provisions of this Agreement,
      and such consents, approvals, authorizations, registrations or
      qualifications as may be required under state securities or Blue Sky laws
      in connection with the purchase and distribution of such Shares by the
      Underwriters; and

            (iii) upon the payment and transfer contemplated by this Agreement,
      the Underwriters will acquire a security entitlement with respect to the
      Shares to be sold by the Primary Selling Stockholder and no action based
      on an adverse claim may be asserted against the Underwriters.

      (h) The counsel for the Additional Selling Stockholder shall have
furnished to you their written opinion with respect to the Additional Selling
Stockholder (a draft of such opinion is attached as Annex IV(b) hereto), dated
the relevant Time of Delivery, in form and substance satisfactory to you, to the
effect that:

            (i) this Agreement has been duly executed and delivered by or on
      behalf of the Additional Selling Stockholder; and the sale of the Shares
      to be sold by the Additional Selling Stockholder hereunder and the
      performance by the Additional Selling Stockholder of this Agreement will
      not conflict with or result in a breach or violation of any terms or
      provisions of, or constitute a default under, any federal or Massachusetts
      statute,

                                       23


      indenture, mortgage, deed of trust, loan agreement or other agreement or
      instrument known to such counsel to which the Additional Selling
      Stockholder is a party or by which the Additional Selling Stockholder is
      bound or to which any of the property or assets of the Additional Selling
      Stockholder is subject, nor will such action result in any violation of
      any order, rule or regulation known to such counsel of any court or
      governmental agency or body having jurisdiction over the Additional
      Selling Stockholder or the property of the Additional Selling Stockholder;

            (ii) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the consummation of the
      transactions contemplated by this Agreement in connection with the Shares
      to be sold by the Additional Selling Stockholder hereunder, except which
      have been duly obtained and are in full force and effect, such as have
      been obtained under the Act and such as may be required under state
      securities or Blue Sky laws in connection with the purchase and
      distribution of such Shares by the Underwriters; and

            (iii) assuming that the Underwriters acquire the Shares to be sold
      to them by the Additional Selling Stockholder pursuant to the this
      Agreement without notice of an adverse claim thereto, upon (a)(i)
      indication by DTC by book entry that the Shares to be sold by the
      Additional Selling Stockholder have been credited to the Representatives'
      securities accounts on behalf of the Underwriters at DTC or (ii) DTC's
      acquisition of the Shares to be sold by the Additional Selling Stockholder
      for the Representatives on behalf of the Underwriters and acceptance of
      the Shares to be sold by the Additional Selling Stockholder for the
      Representatives' securities accounts on behalf of the Underwriters and (b)
      payment therefor in accordance with the terms of this Agreement, no action
      based on an adverse claim may be validly asserted against the Underwriters
      with respect to their interest in the Shares to be sold by the Additional
      Selling Stockholder. For purposes of this paragraph iii, the terms
      "adverse claim", "notice of an adverse claim" and "securities account"
      have the respective meanings ascribed thereto in Sections 8-102(a)(1),
      8-105 and 8-501 of the Uniform Commercial Code.

      (i) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at each Time of Delivery, each of
PricewaterhouseCoopers LLC and KPMG LLC shall have furnished to you a letter or
letters, dated the respective dates of delivery thereof, in form and substance
satisfactory to you, to the effect set forth in Annex I hereto and Annex II
hereto, respectively (the executed copy of the letters delivered prior to the
execution of

                                       24


this Agreement are attached as Annex I(a) and Annex II(a) hereto
and drafts of the form of letters to be delivered on the effective date of any
post-effective amendment to the Registration Statement and as of each Time of
Delivery are attached as Annex I(b) and Annex II(b) hereto);

      (j) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Pricing Prospectus any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Pricing
Prospectus, and (ii) since the respective dates as of which information is given
in the Prospectus there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Pricing Prospectus, the effect of which, in any such case
described in clause (i) or (ii), is in your judgment so material and adverse as
to make it impracticable or inadvisable to proceed with the public offering or
the delivery of the Shares being delivered at such Time of Delivery on the terms
and in the manner contemplated in the Prospectus;

      (k) On or after the Applicable Time (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;

      (l) On or after the Applicable Time there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on NASDAQ; (ii) a suspension or material limitation in trading in the
Company's securities on NASDAQ; (iii) a general moratorium on commercial banking
activities declared by either Federal or New York State authorities or a
material disruption in commercial banking or securities settlement or clearance
services in the United States; (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war or (v) the occurrence of any other calamity or crisis
or any change in financial, political or economic conditions in the United
States or elsewhere, if the effect of any such event specified in clause (iv) or
(v) in your judgment makes it impracticable or inadvisable to proceed with the
public offering or the delivery of


the Shares being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

      (m) The Shares to be sold at such Time of Delivery shall have been duly
listed for quotation on NASDAQ;

      (n) The Company shall have obtained and delivered to the Underwriters
executed copies of an agreement from each of the Primary Selling Stockholder and
Rory Cowan, substantially to the effect set forth in Annex V(a) and Annex V(b),
respectively, hereto in form and substance satisfactory to you;

      (o) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement;

      (p) The Company shall have furnished or caused to be furnished to you at
such Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (j) of this Section
and as to such other matters as you may reasonably request; and

      (q) Each Selling Stockholder shall have furnished or caused to be
furnished to you at such Time of Delivery, certificates satisfactory to you as
to the accuracy of the representations and warranties of such Selling
Stockholder herein at and as of such Time of Delivery, as to the performance by
such Selling Stockholder of all of its obligations hereunder to be performed at
or prior to such Time of Delivery.

      9. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any "issuer
information" filed or required to be filed pursuant to Rule 433(d) under the
Act, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that

                                       26


any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, or any amendment or supplement thereto, or any
Issuer Free Writing Prospectus, in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman, Sachs &
Co. expressly for use therein.

      (b) Each of the Selling Stockholders, severally and not jointly, will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Selling Stockholder expressly for use therein;
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that such
Selling Stockholder shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman, Sachs &
Co. expressly for use therein. Notwithstanding the foregoing, each individual
Selling Stockholder shall be liable under the foregoing indemnity agreement only
to the extent of the proceeds (net of underwriting discounts and commissions)
received by such Selling Stockholder from the sale of the Shares to the
Underwriters pursuant to this Agreement.

      (c) Each Underwriter will indemnify and hold harmless the Company and each
Selling Stockholder against any losses, claims, damages or liabilities to which
the Company or such Selling Stockholder may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, any

                                       27


Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any
amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or
any Issuer Free Writing Prospectus, in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through
Goldman, Sachs & Co. expressly for use therein; and will reimburse the Company
or such Selling Stockholder for any legal or other expenses reasonably incurred
by the Company and each Selling Stockholder in connection with investigating or
defending any such action or claim as such expenses are incurred.

      (d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.

                                       28


      (e) If the indemnification provided for in this Section 9 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Selling Stockholders on the one hand and the Underwriters
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (d) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Stockholders on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Stockholders on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company and the Selling Stockholders bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Selling
Stockholders on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company, each of the Selling
Stockholders and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (e) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (e),
(i) no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission and

                                       29


(ii) no Selling Stockholder shall be required to contribute in excess of an
amount equal to the product of the number of Shares sold by such Selling
Stockholder and the public offering price of the Shares set forth in the
Prospectus, net of underwriting discounts and commissions. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(e) to contribute are several in proportion to their respective underwriting
obligations and not joint. Notwithstanding anything to the contrary in the
subsection (e), the Selling Stockholders shall only be required to contribute
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent that such
untrue statement or alleged untrue statement or omission was made in any
Preliminary Prospectus, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder for use
therein; and no Selling Stockholder shall be required to contribute any amount
in excess of an amount equal to the product of (i) the number of Shares sold by
such Selling Stockholder and (ii) the public offering price of the Shares as set
forth in the Prospectus, net of underwriting discounts and commissions.

      (f) The obligations of the Company under this Section 9 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act and each broker-dealer affiliate of
any Underwriter; and the obligations of the Underwriters under this Section 9
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.

      10. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company and the Selling Stockholders shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Shares on such terms. In the event

                                       30


that, within the respective prescribed periods, you notify the Company and the
Selling Stockholders that you have so arranged for the purchase of such Shares,
or the Company and the Selling Stockholders notify you that they have so
arranged for the purchase of such Shares, you or the Company and the Selling
Stockholders shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in your opinion may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Shares.

      (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all the Shares to be purchased at such Time of Delivery,
then the Company and the Selling Stockholders shall have the right to require
each non-defaulting Underwriter to purchase the number of shares which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the number of Shares which such Underwriter agreed to purchase
hereunder) of the Shares of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

      (c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased exceeds one-eleventh of the
aggregate number of all the Shares to be purchased at such Time of Delivery, or
if the Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Shares of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the Second
Time of Delivery, the obligations of the Underwriters to purchase and of the
Company to sell the Optional Shares) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 7 hereof and the indemnity and contribution agreements in Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

                                       31


      11. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any of the Selling Stockholders or any officer or director or controlling
person of the Company, or any officer or director or controlling person of any
Selling Stockholder, and shall survive delivery of and payment for the Shares.

      12. If this Agreement shall be terminated pursuant to Section 10 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 7 and 9 hereof; but,
if for any other reason, any Shares are not delivered by or on behalf of the
Company and the Selling Stockholders as provided herein, the Company and each of
the Selling Stockholders pro rata (based on the number of Shares to be sold by
the Company and such Selling Stockholder hereunder will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but neither the Company nor any Selling Stockholder
shall then be under any further liability to any Underwriter in respect of the
Shares not so delivered except as provided in Sections 7 and 9 hereof.

      13. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., One New York Plaza, 42nd Floor, New York, New York 10004, Attention:
Registration Department; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth in
the Registration Statement, Attention: Secretary; and if to any Selling
Stockholder shall be delivered or sent by mail, telex or facsimile transmission
at its address set forth in Schedule II hereto; provided, however, that any
notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such

                                       32


statements, requests, notices or agreements shall take effect upon receipt
thereof.

      14. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and the Selling Stockholders and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the Company, any Selling Stockholder or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the Shares from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.

      15. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

      16. The Company and each Selling Stockholder acknowledges and agrees that
(i) the purchase and sale of the Shares pursuant to this Agreement is an
arm's-length commercial transaction between the Company and the Selling
Stockholders, on the one hand, and the several Underwriters, on the other, (ii)
in connection therewith and with the process leading to such transaction each
Underwriter is acting solely as a principal and not the agent or fiduciary of
the Company or the Selling Stockholders, (iii) no Underwriter has assumed an
advisory or fiduciary responsibility in favor of the Company or the Selling
Stockholders with respect to the offering contemplated hereby or the process
leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company or the Selling Stockholders on other matters) or
any other obligation to the Company or the Selling Stockholders except the
obligations expressly set forth in this Agreement and (iv) each of the Company
and each Selling Stockholder has consulted its own legal and financial advisors
to the extent it deemed appropriate. The Company and the Selling Stockholders
agree that they will not claim that the Underwriters, or any of them, has
rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to the Company, in connection with such transaction or the process
leading thereto.

      17. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Selling Stockholders and
the Underwriters, or any of them, with respect to the subject matter hereof.

      18. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

                                       33


      19. The Company, each Selling Stockholder and each of the Underwriters
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.

      20. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

      21. Notwithstanding anything herein to the contrary, the Company and each
Selling Stockholder is authorized to disclose to any persons the U.S. federal
and state income tax treatment and tax structure of the potential transaction
and all materials of any kind (including tax opinions and other tax analyses)
provided to the Company and the Selling Stockholders relating to that treatment
and structure, without the Underwriters imposing any limitation of any kind.
However, any information relating to the tax treatment and tax structure shall
remain confidential (and the foregoing sentence shall not apply) to the extent
necessary to enable any person to comply with securities laws. For this purpose,
"tax structure" is limited to any facts that may be relevant to that treatment.

                                       34


      If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters, the Company and
the Selling Stockholders. It is understood that your acceptance of this letter
on behalf of each of the Underwriters is pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company and the Selling Stockholders for examination upon request, but
without warranty on your part as to the authority of the signers thereof.

                                                Very truly yours,

                                                BOWNE & CO., INC.

                                                By:
                                                    ----------------------------
                                                     Name:
                                                     Title:

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.                            LIONBRIDGE TECHNOLOGIES, INC.
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

BY:                                             BY:
    ------------------------------                  ----------------------------
         (Goldman, Sachs & Co.)                      NAME:
                                                     TITLE:

                                                STEPHEN J. LIFSHATZ

                                                --------------------------------

On behalf of each of the Underwriters

                                       35


                                   SCHEDULE I



                                                                                       NUMBER OF OPTIONAL
                                                                                          SHARES TO BE
                                                              TOTAL NUMBER OF             PURCHASED IF
                                                               FIRM SHARES               MAXIMUM OPTION
                            UNDERWRITER                       TO BE PURCHASED              EXERCISED
                            -----------                       ---------------          ------------------
                                                                                 
Goldman, Sachs & Co....................................
Friedman, Billings, Ramsey & Co., Inc..................

                                                              ---------------          ------------------
       Total...........................................
                                                              ===============          ==================


                                       36


                                   SCHEDULE II



                                                                          Number of Optional
                                             Total Number of Firm         Shares to be Sold if
                                              Shares to be Sold         Maximum Option Exercised
                                             --------------------       ------------------------
                                                                  
The Company                                               0                    1,355,000
     The Selling Stockholders:

         Bowne & Co. Inc.                         9,400,000                            0

         345 Hudson Street
         New York, NY 10014
         Tel: 212-924-5500
         Fax: 212-229-3149
         Attn: General Counsel

         Stephen J. Lifshatz                              0                       55,000

         c/o Lionbridge
         Technologies, Inc.
         50 Winter Street
         Waltham, MA  02451
         Tel:  781-434-6000
         Fax:  781-434-6034


                                       37


                                  SCHEDULE III

      (a) Materials other than the Pricing Prospectus that comprise the Pricing
Disclosure Package:

      (b) Issuer Free Writing Prospectuses not included in the Pricing
Disclosure Package:

      (c) Additional Documents Incorporated by Reference:

                                       38


                                   SCHEDULE IV

The Company: Massachusetts

Lionbridge US, Inc.: Colorado, Idaho and Massachusetts

VeriTest, Inc.: Idaho, North Carolina and Washington

                                       39


                                                                         ANNEX I

      Pursuant to Section 8(i) of the Underwriting Agreement,
PricewaterhouseCoopers LLP shall furnish letters to the Underwriters to the
effect that:

            (i) They are independent certified public accountants with respect
      to the Company and its subsidiaries within the meaning of the Act and the
      applicable published rules and regulations thereunder;

            (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules (and, if applicable,
      financial forecasts and/or pro forma financial information) examined by
      them and included or incorporated by reference in the Registration
      Statement or the Prospectus comply as to form in all material respects
      with the applicable accounting requirements of the Act or the Exchange
      Act, as applicable, and the related published rules and regulations
      thereunder; and, if applicable, they have made a review in accordance with
      standards established by the American Institute of Certified Public
      Accountants of the consolidated interim financial statements, selected
      financial data and/or condensed financial statements derived from audited
      financial statements of the Company for the periods specified in such
      letter, as indicated in their reports thereon, copies of which have been
      furnished to the representatives of the Underwriters (the
      "Representatives") and are attached hereto;

            (iii) They have made a review in accordance with standards
      established by the American Institute of Certified Public Accountants of
      the unaudited condensed consolidated statements of income, consolidated
      balance sheets and consolidated statements of cash flows included in the
      Prospectus and/or included in the Company's quarterly report on Form 10-Q
      incorporated by reference into the Prospectus as indicated in their
      reports thereon copies of which are attached hereto; and on the basis of
      specified procedures including inquiries of officials of the Company who
      have responsibility for financial and accounting matters regarding whether
      the unaudited condensed consolidated financial statements referred to in
      paragraph (vi)(A)(i) below comply as to form in all material respects with
      the applicable accounting requirements of the Act and the Exchange Act and
      the related published rules and regulations, nothing came to their
      attention that caused them to believe that the unaudited condensed
      consolidated financial statements do not comply as to form in all material
      respects with the applicable accounting requirements of the Act and the
      Exchange Act and the related published rules and regulations;

            (iv) The unaudited selected financial information with respect to
      the consolidated results of operations and financial position of the
      Company for the five most recent fiscal years included in the Prospectus
      and included or incorporated by reference in Item 6 of the Company's
      Annual Report on Form 10-K for the most recent fiscal year agrees with the
      corresponding amounts (after restatement where applicable) in the audited
      consolidated financial statements for such five fiscal years which were
      included or incorporated by reference in the Company's Annual Reports on
      Form 10-K for such fiscal years;

                                       40


            (v) On the basis of limited procedures, not constituting an
      examination in accordance with generally accepted auditing standards,
      consisting of a reading of the unaudited financial statements and other
      information referred to below, a reading of the interim financial
      statements of the Company and its subsidiaries as of October 31, 2005 and
      for the period ending October 31, 2005, except with respect to
      subparagraph (D) below, which shall be as of the time noted therein,
      inspection of the minute books of the Company and its subsidiaries since
      the date of the latest audited financial statements included or
      incorporated by reference in the Prospectus, inquiries of officials of the
      Company and its subsidiaries responsible for financial and accounting
      matters and such other inquiries and procedures as may be specified in
      such letter, nothing came to their attention that caused them to believe
      that:

                  (A) (i) the unaudited condensed consolidated statements of
            income, consolidated balance sheets and consolidated statements of
            cash flows included in the Prospectus and/or included or
            incorporated by reference in the Company's Quarterly Reports on Form
            10-Q incorporated by reference in the Prospectus do not comply as to
            form in all material respects with the applicable accounting
            requirements of the Exchange Act as it applies to Form 10-Q and the
            related published rules and regulations, or (ii) any material
            modifications should be made to the unaudited condensed consolidated
            statements of income, consolidated balance sheets and consolidated
            statements of cash flows included in the Prospectus or included in
            the Company's Quarterly Reports on Form 10-Q incorporated by
            reference in the Prospectus, for them to be conformity with
            generally accepted accounting principles;

                  (B) any other unaudited income statement data and balance
            sheet items included in the Prospectus do not agree with the
            corresponding items in the unaudited consolidated financial
            statements from which such data and items were derived, and any such
            unaudited data and items were not determined on a basis
            substantially consistent with the basis for the corresponding
            amounts in the audited consolidated financial statements included or
            incorporated by reference in the Company's Annual Report on Form
            10-K for the most recent fiscal year;

                  (C) the unaudited financial statements which were not included
            in the Prospectus but from which were derived the unaudited
            condensed financial statements referred to in clause (A) and any
            unaudited income statement data and balance sheet items included in
            the Prospectus and referred to in clause (B) were not determined on
            a basis substantially consistent with the basis for the audited
            financial statements included or incorporated by reference in the
            Company's Annual Report on Form 10-K for the most recent fiscal
            year;

                  (D) as of a specified date not more than five days prior to
            the date of such letter, there have been any changes in the
            consolidated capital stock (other than issuances of capital stock
            upon exercise of options and stock appreciation rights, upon
            earn-outs of performance shares and upon conversions of convertible
            securities, in each case which were outstanding

                                       41


            on the date of the latest balance sheet included or incorporated by
            reference in the Prospectus) or any increase in the consolidated
            long-term debt of the Company and its subsidiaries, or any decreases
            in consolidated net current assets or stockholders' equity, in each
            case as compared with amounts shown in the latest balance sheet
            included or incorporated by reference in the Prospectus, except in
            each case for changes, increases or decreases which the Prospectus
            discloses have occurred or may occur or which are described in such
            letter; and

                  (E) for the period from the date of the latest financial
            statements included or incorporated by reference in the Prospectus
            to the specified date referred to in clause (D) there were any
            decreases in consolidated net revenues or operating profit or the
            total or per share amounts of consolidated net income or other items
            specified by the Representatives, or any increases in any items
            specified by the Representatives, in each case as compared with the
            comparable period of the preceding year and with any other period of
            corresponding length specified by the Representatives, except in
            each case for increases or decreases which the Prospectus discloses
            have occurred or may occur or which are described in such letter;
            and

            (vi) In addition to the examination referred to in their report(s)
      included or incorporated by reference in the Prospectus and the limited
      procedures, inspection of minute books, inquiries and other procedures
      referred to in paragraphs (iii) and (v) above, they have carried out
      certain specified procedures, not constituting an examination in
      accordance with generally accepted auditing standards, with respect to
      certain amounts, percentages and financial information specified by the
      Representatives which are derived from the general accounting records of
      the Company and its subsidiaries, which appear in the Prospectus
      (excluding documents incorporated by reference) or in Part II of, or in
      exhibits and schedules to, the Registration Statement specified by the
      Representatives or in documents incorporated by reference in the
      Prospectus specified by the Representatives, and have compared certain of
      such amounts, percentages and financial information with the accounting
      records of the Company and its subsidiaries and have found them to be in
      agreement.

                                       42


                                                                        ANNEX II

      Pursuant to Section 8(i) of the Underwriting Agreement, KPMG LLP shall
furnish letters to the Underwriters to the effect that:

      (i) They were independent public accountants with respect to BGS
Companies, Inc. and its affiliates within the meaning of the Act and the
applicable published rules and regulations thereunder for the periods covered;

      (ii) In their opinion, the financial statements and any supplementary
financial information and schedules of BGS Companies Inc. and its affiliates
(and, if applicable, financial forecasts and/or pro forma financial information)
examined by them and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the related published rules and regulations thereunder; and, if
applicable, they have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the consolidated
interim financial statements, selected financial data and/or condensed financial
statements derived from audited financial statements of the Company for the
periods specified in such letter, as indicated in their reports thereon, copies
of which have been furnished to the representatives of the Underwriters (the
"Representatives") and are attached hereto;

      (iii) They have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows of BGS Companies Inc. and its affiliates
included in the Prospectus and/or included in any Exchange Act filing
incorporated by reference into the Prospectus as indicated in their reports
thereon copies of which are attached hereto; and on the basis of specified
procedures including inquiries of officials of BGS Companies Inc. who have
responsibility for financial and accounting matters regarding whether the
unaudited condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations, nothing came to their attention that caused
them to believe that the unaudited condensed consolidated financial statements
do not comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published rules and
regulations;

      (iv) On the basis of limited procedures, not constituting an examination
in accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information referred to
below, a reading of the interim financial statements of the Company and its
subsidiaries as of August 11, 2005 and for the period ending August 11, 2005,
except with respect to subparagraph (D) below, which shall be as of the time
noted therein, inspection of the minute books of BGS Companies Inc. and its
affiliates since the date of the latest audited financial statements

                                       43


included or incorporated by reference in the Prospectus, inquiries of officials
of BGS Companies Inc. and its affiliates responsible for financial and
accounting matters and such other inquiries and procedures as may be specified
in such letter, nothing came to their attention that caused them to believe
that:

      (A) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows of BGS
Companies Inc. and its affiliates incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable accounting
requirements of the Exchange Act and the related published rules and
regulations, or (B) any material modifications should be made to the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows of BGS Companies Inc. and its affiliates
incorporated by reference in the Prospectus, for them to be conformity with
generally accepted accounting principles; and

      (v) In addition to the examination referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraph (iv) above, they have carried out certain specified procedures, not
constituting an examination in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives which are derived from the general
accounting records of BGS Companies Inc. and its affiliates, which appear in the
Prospectus (excluding documents incorporated by reference) or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of BGS
Companies Inc. and its affiliates and have found them to be in agreement.

                                       44


                                                                       ANNEX III

                          [FORM OF GP/COMPANY OPINION]

                                       45


                                                                     ANNEX IV(a)

                  [FORM OF PRIMARY SELLING STOCKHOLDER OPINION]

                                       46


                                                                     ANNEX IV(b)

                [FORM OF ADDITIONAL SELLING STOCKHOLDER OPINION]

                                       47


                                                                      ANNEX V(a)

                                LOCK-UP AGREEMENT

                                DECEMBER___, 2005

Goldman, Sachs & Co.
Friedman, Billings, Ramsey & Co., Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004

            Re: Lionbridge Technologies, Inc.- Lock-Up Agreement

Ladies and Gentlemen:

      The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with Lionbridge Technologies, Inc., a Delaware corporation
(the "Company") and the Selling Stockholders named therein (the "Underwriting
Agreement"), providing for a public offering of the Common Stock of the Company
(the "Shares") pursuant to a Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission (the "SEC").

      In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date hereof and continuing to and including the
date 90 days after the date of the final Prospectus covering the public offering
of the Shares, the undersigned will not offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of any
shares of Common Stock of the Company, or any options or warrants to purchase
any shares of Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of Common Stock
of the Company, whether now owned or hereinafter acquired, owned directly by the
undersigned (including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and regulations of the SEC
(collectively the "Undersigned's Shares").

      The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Undersigned's Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the Undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shares.

      Notwithstanding the foregoing, this Lock-Up Agreement shall not apply to
the sale of any Shares to the Underwriters pursuant to the Underwriting
Agreement. In addition, the

                                       48


undersigned may transfer the Undersigned's Shares with the prior written consent
of Goldman, Sachs & Co. on behalf of the Underwriters. In addition,
notwithstanding the foregoing, if the undersigned is a corporation, the
corporation may transfer the capital stock of the Company to any wholly-owned
subsidiary of such corporation; provided, however, that in any such case, it
shall be a condition to the transfer that the transferee execute an agreement
stating that the transferee is receiving and holding such capital stock subject
to the provisions of this Agreement and there shall be no further transfer of
such capital stock except in accordance with this Agreement, and provided
further that any such transfer shall not involve a disposition for value. The
undersigned now has, and, except as contemplated above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
Undersigned's Shares except in compliance with the foregoing restrictions.

      The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.

                                       Very truly yours,

                                       Bowne & Co., Inc.

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

                                       49


                                                                      ANNEX V(b)

                          LIONBRIDGE TECHNOLOGIES, INC.

                                LOCK-UP AGREEMENT

                               DECEMBER ___, 2005

Goldman, Sachs & Co.
Friedman, Billings, Ramsey & Co., Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004

            Re: Lionbridge Technologies, Inc.- Lock-Up Agreement

Ladies and Gentlemen:

      The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with Lionbridge Technologies, Inc., a Delaware corporation
(the "Company") and the Selling Stockholders named therein (the "Underwriting
Agreement"), providing for a public offering of the Common Stock of the Company
(the "Shares") pursuant to a Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission (the "SEC").

      In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date hereof and continuing to and including the
date 90 days after the date of the final Prospectus covering the public offering
of the Shares, the undersigned will not offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of any
shares of Common Stock of the Company, or any options or warrants to purchase
any shares of Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of Common Stock
of the Company, whether now owned or hereinafter acquired, owned directly by the
undersigned (including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and regulations of the SEC
(collectively the "Undersigned's Shares").

      The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Undersigned's Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the Undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shares.

                                       50


      Notwithstanding the foregoing, this Lock-Up Agreement shall not apply to
the sale of any Shares to the Underwriters pursuant to the Underwriting
Agreement. In addition, the undersigned may transfer the Undersigned's Shares
(i) as a bona fide gift or gifts, provided that the donee or donees thereof
agree to be bound in writing by the restrictions set forth herein, (ii) to any
trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust agrees to be
bound in writing by the restrictions set forth herein, and provided further that
any such transfer shall not involve a disposition for value, (iii) pursuant to
any 10b5-1 plan of the Company existing on the date hereof, or (iv) with the
prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For
purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding such capital
stock subject to the provisions of this Agreement and there shall be no further
transfer of such capital stock except in accordance with this Agreement, and
provided further that any such transfer shall not involve a disposition for
value. The undersigned now has, and, except as contemplated by clause (i), (ii),
or (iii) above, for the duration of this Lock-Up Agreement will have, good and
marketable title to the Undersigned's Shares, free and clear of all liens,
encumbrances, and claims whatsoever. The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of the Undersigned's Shares except in compliance
with the foregoing restrictions.

      The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.

      This Lock-Up Agreement shall automatically terminate and be of no further
force or effect upon the earliest to occur, if any, of (i) either Goldman, Sachs
& Co. or the Company advising the other party in writing, prior to execution of
the Underwriting Agreement, that it has determined not to proceed with the
Offering, (ii) the termination of the Underwriting Agreement before the sale of
any Shares to the Underwriters and (iii) December 31, 2005 if the Offering has
not been completed by such date.

                                        Very truly yours,

                                        Rory Cowan

                                        ----------------------------------------

                                       51

EX-5.1

                                                                     EXHIBIT 5.1

                                December 13, 2005


Lionbridge Technologies, Inc.
1050 Winter Street
Waltham, MA  02451

Ladies and Gentlemen:

         This opinion is delivered to you in our capacity as counsel to
Lionbridge Technologies, Inc., a Delaware corporation (the "Company"), in
connection with the filing of a Registration Statement on Form S-3 (File No.
333-129933) (as amended or supplemented, the "Registration Statement"), filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of up to 10,810,000 shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), listed in
the Registration Statement which includes 9,400,000 shares of Common Stock sold
by the primary selling stockholder (the "Primary Selling Stockholder Shares"),
and (i) up to 55,000 shares of Common Stock to be sold by the other selling
stockholder (the "Management Shares," and together with the Primary Selling
Stockholder Shares, the "Selling Stockholder Shares") and (ii) up to 1,355,000
shares of Common Stock to be newly issued and sold by the Company (the "Company
Shares," and together with the Selling Stockholder Shares, the "Shares"), the
Management Shares and the Company Shares being purchasable by the underwriters
upon their exercise of an over-allotment option granted to the underwriters by
the other selling stockholder and the Company. The Shares are being sold to the
several underwriters named in, and pursuant to, an underwriting agreement by and
among the Company, the selling stockholders and the underwriters named therein
(the "Underwriting Agreement").

         We have reviewed such documents and made such investigation of law as
we deemed appropriate to give the opinion expressed below. We have relied,
without independent verification, on certificates of public officials and, as to
matters of fact material to the opinions set forth below, on representations in
certificates and other inquiries of officers or representatives of the Company.

         The opinion expressed below is limited to the Delaware General
Corporation Law (which includes applicable provisions of the Delaware
Constitution and Delaware General Corporation Law and reported judicial
decisions interpreting those provisions).

         Based on the foregoing, we are of the opinion that the Selling
Stockholder Shares have been validly issued and are fully paid and
non-assessable under the Delaware General

Lionbridge Technologies, Inc.
December 13, 2005
Page Two

Corporation Law. The Company Shares, when issued and delivered by the Company
against payment therefor in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and non-assessable under the
Delaware General Corporation Law.

         We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the references to our firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations thereunder.

         This opinion may be used only in connection with the offer and sale of
the Shares while the Registration Statement is in effect.

                                          Very truly yours,

                                          /s/ Goodwin Procter LLP

                                          GOODWIN PROCTER LLP

EX-23.1

                                                                    Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We hereby consent to the incorporation by reference in this Amendment No. 2 to
the Registration Statement on Form S-3 of our report dated February 28, 2005
relating to the financial statements, management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, which appears in Lionbridge
Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2004. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 13, 2005

EX-23.2

                                                              Exhibit 23.2


                        Consent of Independent Auditors
                        -------------------------------



The Board of Directors and Shareholder
BGS Companies, Inc:


We consent to the incorporation by reference in the registration statement
(No. 333-129933) on Form S-3-A of Lionbridge Technologies, Inc. of our report
dated August 11, 2005, with respect to the combined balance sheets of BGS
Companies, Inc. and affiliated entities as of December 31, 2004 and 2003, and
the related combined statements of operations, stockholder's equity and cash
flows for each of the years in the three-year period ended December 31, 2004,
which report appears in the Form 8-K-A of Lionbridge Technologies, Inc. dated
November 9, 2005, and to the reference to our firm under the heading
"experts" in the prospectus.


/s/ KPMG LLP
New York, New York
December 13, 2005

COVER

Kenneth J. Gordon	Goodwin Procter LLP
617.570.1327	Counsellors at Law
kgordon@goodwinprocter.com	Exchange Place
	Boston, MA 02109
	T: 617.570.1000
	F: 617.523.1231

December 13, 2005

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-3561

Attention: Karen J. Garnett

Re: Lionbridge Technologies, Inc.
Amendment No. 2 to Registration Statement on Form S-3
File No. 333-129933                                                                  

Ladies and Gentlemen:

     Submitted herewith for filing on behalf of Lionbridge Technologies, Inc. (the “Company”) is Amendment Number 2 to the Company’s Registration Statement on Form S-3 (File No. 333-129933) (as amended, the “Registration Statement”). The filing fee of $8,550.10 for the Registration Statement was sent by wire transfer to the Securities and Exchange Commission on November 23, 2005. Please contact the me at (617) 570-1327 with any questions or comments you may have regarding this filing.

Sincerely,
 

/s/ Kenneth J. Gordon  

Kenneth J. Gordon 

cc: Charito A. Mittelman, Esq.
Mr. Rory Cowan
Mr. Stephen J. Lifshatz
Margaret A. Shukur, Esq.
Robert Risoleo, Esq.
Arthur R. McGivern, Esq.