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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2004
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-28074
 
Sapient Corporation
(Exact name of registrant as specified in its charter)
     
Delaware
  04-3130648
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
25 First Street, Cambridge, MA 02141
(Address of Principal Executive Offices) (Zip Code)
(617) 621-0200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o
      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.     o
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).     Yes þ          No o
      The aggregate market value of the voting stock held by non-affiliates of the Company was approximately $518.4 million on June 30, 2004 based on the last reported sale price of the Company’s common stock on the Nasdaq National Market on June 30, 2004.
      There were 124,366,892 shares of the Company’s common stock outstanding as of March 4, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
      Portions of the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 24, 2005 are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Report.



SAPIENT CORPORATION
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2004
TABLE OF CONTENTS
             
        Page
         
   Business     2  
   Properties     6  
   Legal Proceedings     7  
   Submission of Matters to a Vote of Security Holders     7  
   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities
    8  
   Selected Financial Data     9  
   Management’s Discussion and Analysis of Financial Condition and Results of Operations     10  
   Quantitative and Qualitative Disclosures About Market Risk     40  
   Financial Statements and Supplementary Data     41  
   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     77  
   Controls and Procedures     77  
   Directors and Executive Officers of the Company     78  
   Executive Compensation     79  
   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     79  
   Certain Relationships and Related Transactions     79  
   Principal Accountant Fees and Services     79  
   Exhibits and Financial Statement Schedules     80  
 Signatures     81  
 Ex-10.5 Director Compensation Matters
 Ex-21 List of Subsidiaries
 Ex-23.1 Consent of PricewaterhouseCoopers LLP
 Ex-31.1 Section 302 Certification of Jerry A. Greenberg
 Ex-31.2 Section 302 Certification of J. Stuart Moore
 Ex-31.3 Section 302 Certification of Scott J. Krenz
 Ex-32.1 Section 906 Certification of Jerry A. Greenberg
 Ex-32.2 Section 906 Certification of J. Stuart Moore
 Ex-32.3 Section 906 Certification of Scott J. Krenz
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
      Certain statements contained in this Annual Report on Form 10-K constitute “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. All statements included in this Annual Report, other than statements of historical facts, regarding our strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives are forward-looking statements. When used in this Annual Report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee future results, levels of activity, performance or achievements, and you should not place undue reliance on our forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described in Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” and elsewhere in this Annual Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or strategic investments. In addition, any forward-looking statements represent our expectation only as of the day this Annual Report was first filed with the SEC and should not be relied on as representing our expectations as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our expectations change.

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PART I
Item 1. Business
General
      Sapient Corporation (“Sapient” or the “Company”) is a leading business consulting and technology services firm that plans, designs, implements and manages information technology to improve business performance for Global 2000 clients. Sapient was founded in 1991 based on a single promise: to deliver the right business results on time and on budget. Our model combines industry, design, technology and process expertise, working together in a creative and disciplined approach, to provide clients with the highest business value at the lowest total cost of ownership. Sapient has offices across the United States and in Canada, Germany, India and the United Kingdom.
      Clients choose Sapient because of our commitment and determination to do whatever it takes to deliver meaningful results for them. We have a relentless focus on making an impact on our clients’ businesses. We are able to deliver superior returns for our clients by addressing the biggest problem that most companies face when purchasing business-enabling technology projects: the majority of technology projects are finished late or over budget, lack promised capabilities or simply are never finished. Using our unique Sapient | Approach project methodology, we plan, design, implement and manage technology solutions that are designed to deliver tangible business value to our clients in the form of increased revenues, reduced costs and more effective utilization of assets. We deliver services and solutions for the price and within the time frame we promise to our clients, further enhancing the return to the client on its technology investment.
      Our clients can enhance their returns on their technology investments through our Global Distributed Deliverysm (GDD) model, which enables us to deliver complex technology solutions across multiple geographies. Many distributed development models involve simply building software applications from a remote location or augmenting domestic project teams with people that travel from overseas. These models have limited ability to deliver dynamic, business critical solutions, which require ongoing business involvement and user input. By contrast, our GDD model involves a single, coordinated effort between development teams in a remote location (typically highly skilled technology specialists in our New Delhi and Bangalore, India offices) and development and client teams in North America or Europe. To work effectively in this globally distributed environment, we have built extensive expertise and processes in managing business specifications and project management issues between the various development teams that are necessary to enable continuous project work. By using our GDD model, we deliver complex, high-quality solutions to our clients at a lower cost, and deliver these solutions more rapidly by working across multiple time zones. In addition to solution design and implementation, most of our long-term engagement and outsourcing relationships leverage GDD.
      We deliver our services in the United States primarily through four industry business units: financial services; technology, education, communications and health; automotive, consumer and energy; and public services. Outside of the United States, we deliver our services primarily through our United Kingdom, Germany and Canada business units. Within our international business units, we focus our sales and delivery efforts on certain industry specializations. Both our U.S. and international business units also include people based in our India offices. Through our global industry focus, we have developed an extensive understanding of our clients’ markets and can effectively address the market dynamics and business opportunities that our clients face. This understanding further enables us to identify and focus on critical, industry-specific business processes that are specifically enabled by technology. Further information about our international operations and our operating segments is located in Note 2 in the Notes to Consolidated Financial Statements included in this Annual Report.
      Sapient was incorporated in Delaware in 1991. Our executive offices are located at 25 First Street, Cambridge, MA 02141, and our telephone number is (617) 621-0200. Our stock is traded on the Nasdaq National Market under the symbol “SAPE.” Our Internet address is http://www.sapient.com. Material contained on our Web site is not incorporated by reference into this Annual Report. Unless the context

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otherwise requires, references in this Annual Report to “Sapient,” “we,” “us” or “our” refer to Sapient Corporation and its subsidiaries.
Our Services
      We provide business consulting and technology services that deliver value throughout the life cycle of our clients’ project investments, as follows:
      Planning Business and Technology Investments. We align business, customer and technology goals to create executable roadmaps that improve business performance enabled by technology. We help our clients plan their technology investments through engagements such as business application planning, e-business and web strategy consulting, enterprise architecture planning, governance strategy, outsourcing strategy, industry business process consulting, and user research and assessments. Combining our deep expertise in diverse technologies and our understanding of our clients’ business issues, we can, typically within six to twelve weeks, clarify and optimize our clients’ application portfolio, redefine their supporting organizational and business processes and develop a road map to achieving their desired application portfolio.
      Designing and Implementing Projects. We use our expertise in business processes, enabling technologies and applications, and user-centered design to create business and technology solutions that achieve significant returns on our clients’ investments. The solutions that we design and implement for our clients include, but are not limited to, redesigned business processes, data warehousing and business intelligence solutions, e-business and web-based solutions, creative design solutions, enterprise architecture and integration and industry-focused package and custom solutions. We also provide program management services for our projects and our clients’ other initiatives. We have expertise in both custom software development and working with existing software packages such as application integration packages, content management and delivery systems, customer relationship management software and order management systems. Additionally, we are able to fully integrate our technology solutions with our clients’ legacy systems.
      Managing Applications. We apply our deep expertise in industry packages and e-business applications to increase service levels, reduce costs and maximize returns from existing systems. We manage our clients’ critical technology applications utilizing our GDD model, both for solutions that we develop and for third party systems. Our services include application management, quality assistance and testing and other long-term outsourcing services. We are increasingly entering into multi-year outsourcing contracts with our clients to provide combinations of these services. Our management and outsourcing services help our clients realize significant long-term value from their technology investments.
      We have many years of experience in planning, designing, implementing and managing technologies that can improve our clients’ businesses, including more than 14 years of experience with client/server and UNIX solutions, more than 12 years of experience integrating package applications with legacy systems, more than 10 years of experience with Internet solutions and more than 8 years of experience with wireless technologies. More recently, we have been an early implementer of new technologies such as Microsoft.NET, Web Services, and Business Process Management platforms. We combine this technology expertise with our design skills and our deep understanding of user needs to ensure that our client solutions are effectively adopted by their intended audiences.
The Sapient Approach
      Our unique project methodology, Sapient | Approach is designed to address the biggest problem that most companies face when pursuing business-enabling technology projects: the majority of technology projects are finished late or over budget, lack promised capabilities or simply are never finished. We continually iterate on this approach to provide better value to our clients. Sapient | Approach enables us to commit to delivering our solutions within the price and schedule that we have promised to our clients. Further, our approach enables us to create technology solutions that bring together business, user and technology requirements to solve our clients’ business problems. These solutions are designed to deliver tangible business value to clients in the form of increased revenues, reduced costs and more effective utilization of assets. We believe that our

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approach differentiates us from our competitors, and that our clients derive substantial benefits from the following elements of this approach:
      We are committed to our clients’ success. We are passionate about delivering measurable business results to our clients and helping them succeed. We define our success by whether we enable our clients to attain their desired business value. For more than a decade, we have helped many of the world’s top companies realize significant value from their technology investments. Our culture is built around client value. It is collaborative, forthright and characterized by a determination to do whatever it takes to deliver meaningful results to our clients.
      We hold ourselves accountable to our clients and our clients’ success in achieving their business objectives. Therefore, we seek to tie our pricing to our client’s achievement of their business objectives. We have developed a strong legacy of delivering our solutions on-time and on-budget, ever since our formation in 1991. Because of our extensive experience delivering projects, and our expertise with large-scale, complex project management, we can successfully deliver our solutions within the price and time frame we have promised our clients. Our legacy of helping our clients deliver on-time and on-budget helps them avoid the lost business value that occurs when technology projects are finished late or over budget, lack promised capabilities or are never finished. In some cases, we further hold ourselves accountable for delivering business value by aligning our fees with the results our clients receive, placing our fees at risk and sharing in the rewards realized by our clients.
      We deliver superior returns on our clients’ investments through our globally distributed model. We offer a fully integrated, GDD capability that allows us to deliver the lowest total cost of ownership compared to other delivery models. Through our GDD model, we are able to create high-value solutions for our clients quickly and at a competitive cost advantage, thereby increasing overall value. We maintain the high quality of our solutions by employing India’s highly skilled business and technology specialists. Because these specialists are highly trained in managing complex projects on a globally distributed basis and are aligned with our business units in North America and Europe, we successfully deliver complex technology solutions and ongoing application management services that typically cannot be accomplished under traditional remote development models.
      We provide industry, process and technology expertise and assets to ensure success. We have accumulated valuable assets and expertise that we utilize for the benefit of our clients. These assets and expertise enable us to develop innovative solutions, deliver these solutions rapidly, provide high quality solutions, reduce risk and lower the overall project cost. These assets and expertise include technology standards, best practices, techniques, designs, code frameworks and business software solutions specific to our clients’ business, processes and technology objectives.
      For a presentation of the financial information about the geographic areas in which we conduct our business, please see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2(r) to our audited financial statements. The principal risks and uncertainties facing our business, operations and financial condition are discussed in Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” on page 35 of this Annual Report.
Strategic Context, People and Culture
      We have established and continuously promote a strong corporate culture, based on core values, that is critical to our success. Our core values are client-focused delivery, leadership, relationships, creativity, openness and people growth.
      Our unwavering attention to the Company’s “strategic context” — purpose, vision, goals, core values and people and client value propositions — has enabled us to adapt and thrive in a fast-changing market, as we strive to build a great company that has a long-lasting impact on the world. This unique element of our business was recognized by Harvard Business School in a case study on Sapient. The case, written in 2004, will be taught as part of the Business School’s organizational and leadership class.

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      To encourage the realization of our core values, we reward teamwork and evaluate our people’s performance, and promote people, based on their adoption of and adherence to the core values. Also, we conduct an intensive orientation program to introduce new hires to our core values, and conduct internal communications and training initiatives that define and promote the core values. Our rate of voluntary turnover was 15.4% for 2004, a decrease from 22.1% in 2003. Our objective is to further reduce our voluntary turnover rate for 2005, as a result of our numerous initiatives to enhance the value proposition we offer to our people.
      As of December 31, 2004, we had 2,314 full-time employees, composed of 1,898 project personnel, 371 general and administration personnel and 45 sales and marketing personnel. None of our employees are subject to a collective bargaining agreement. We believe that we have good relationships with our employees.
Selling and Marketing
      The Company’s marketing team strives to create and sustain clients’ loyalty to Sapient as their preferred business and technology consultants. To build Sapient’s brand awareness in markets in which we operate, we conduct marketing initiatives at both the corporate and industry business unit levels in the United States, and at the geographic level in other countries in which we operate.
      Our dedicated marketing personnel undertake a variety of marketing activities, including developing and implementing our overall marketing strategy, communicating and strengthening Sapient’s brand and reputation, sponsoring focused multi-client events to build relationships and share our thought leadership, cultivating media and industry analyst relations, conducting market research and analysis, sponsoring and participating in targeted conferences, creating marketing assets to assist client-development teams and publishing our Web site, www.sapient.com.
      Our sales professionals are primarily organized along industry lines, both within our United States business units and our other international offices. We believe that the industry and geographic focus of our sales professionals enhances their knowledge and expertise in these industries and generates additional client engagements.
      We continue to actively build relationships and strategic alliances with other technology companies and packaged technology vendors. These relationships involve a wide range of joint activities, including working jointly on client engagements, evaluating and recommending each other’s technology solutions to customers, and training and transferring knowledge regarding each other’s solutions. We believe that these relationships and strategic alliances will enable us to provide better delivery and value to our existing clients and will attract new clients through referrals and joint engagements.
      Our written agreements with our clients contain varying terms and conditions, including, in some instances, the right of the client to terminate the agreement with limited advance notice or penalty. We do not believe it is generally appropriate to characterize these agreements as backlog.
Competition
      The markets for the services we provide are highly competitive. We believe that we currently compete principally with large systems consulting and implementation firms and clients’ internal information systems departments. We also compete regularly with offshore outsourcing companies, and we expect competition from these companies to increase in the future, especially on development, support and maintenance and outsourcing engagements. We compete to a lesser extent with specialized e-business consulting firms, strategy consulting firms and packaged technology vendors. Some of our competitors have significantly greater financial, technical and marketing resources, and generate greater revenues and have greater name recognition, than we do. These competitors can often offer a larger and more diversified suite of products and services than we offer. Consequently, these competitors may win client engagements by significantly discounting their services in exchange for a client’s promise to purchase other goods and services from the competitor either concurrently or in the future.

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      We believe that the principal competitive factors in our markets include: ability to solve business problems; expertise and talent with advanced technologies; global scale; expertise in delivering complex projects on a globally distributed basis; quality and speed of delivery; price of solutions; industry knowledge; understanding of user experiences and sophisticated project and program management capability.
      We believe that we compete favorably when considering these factors, and that our ability to rapidly deliver business value to our clients on a fixed-price basis using our GDD model, and our successful track record in doing so, distinguishes us from our competitors.
Intellectual Property Rights
      We rely upon a combination of trade secrets, nondisclosure and other contractual arrangements, and copyright and trademark laws to protect our proprietary rights. We enter into confidentiality agreements with our employees, subcontractors, vendors, consultants and clients, and limit access to and distribution of our proprietary information.
      Our services involve the development of business and technology solutions for specific client engagements. Ownership of these solutions is the subject of negotiation and is frequently assigned to the client, although we often retain ownership of certain development tools and may be granted a license to use the solutions for certain purposes. Certain of our clients have prohibited us from marketing the solutions developed for them for specified periods of time or to specified third parties, and we anticipate that certain of our clients will demand similar or other restrictions in the future.
Where To Find More Information
      We make our public filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all exhibits and amendments to these reports, available free of charge at our Web site, http://www.sapient.com, as soon as reasonably practicable after we file such material with the SEC. We also make available on our Web site reports filed by our executive officers and Directors on Forms 3, 4 and 5 regarding their ownership of our securities. These materials are available in the “Investor Relations” portion of our Web site, under the link “SEC Filings,” and on the SEC’s Web site, http://www.sec.gov. You may also read or copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Item 2. Properties
      Our headquarters and principal administrative, finance, selling and marketing operations are located in approximately 28,000 square feet of leased office space in Cambridge, Massachusetts. We also lease offices in the New York metropolitan area, the Washington D.C. metropolitan area, San Francisco, Chicago, Atlanta, Los Angeles, Detroit, Düsseldorf, London, Munich, New Delhi, Bangalore and Toronto. Our United States offices are shared by our four U.S. business units, and our international offices are used by our applicable geographic business units.

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Item 3. Legal Proceedings
      We are not a party to any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
      Not Applicable.
Executive Officers of Sapient
      Below are the name, age and principal occupations for the last five years of each executive officer of Sapient, as of March 4, 2005. All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.
             
Preston B. Bradford
    48     Mr. Bradford joined Sapient in September 1994. Mr. Bradford was appointed as Senior Vice President in April 2000 and as Executive Vice President in February 2004. Prior to joining Sapient, Mr. Bradford held various positions with Sprint Corporation, a telecommunications company, from July 1980 to August 1994.
 
Sheeroy D. Desai
    39     Mr. Desai joined Sapient in 1991 and has served as Executive Vice President since September 1994. Mr. Desai served as Co-Chief Operating Officer from October 1999 until May 2000, and has served as Chief Operating Officer since April 2001.
 
Jerry A. Greenberg
    39     Mr. Greenberg co-founded Sapient in 1991 and has served as Co-Chairman of the Board of Directors and Co-Chief Executive Officer and as a Director since Sapient’s inception.
 
Alan J. Herrick
    39     Mr. Herrick joined Sapient in March 1995. Mr. Herrick was appointed as Vice President in December 1996 and was appointed as Executive Vice President in June 2002.
 
Scott J. Krenz
    53     Mr. Krenz joined Sapient in December 2004 as Chief Financial Officer. Prior to joining Sapient, Mr. Krenz served as Vice President and Treasurer of EDS from September 1998 to February 2004, and as Chief Financial Officer for EDS’s Europe, Middle East and Africa (EMEA) business from July 1994 to August 1998.
 
J. Stuart Moore
    43     Mr. Moore co-founded Sapient in 1991 and has served as Co- Chairman of the Board of Directors and Co-Chief Executive Officer and as a Director since Sapient’s inception.
 
Jane E. Owens
    51     Ms. Owens joined Sapient in September 2000 as Senior Vice President, General Counsel and Secretary. Prior to joining Sapient, Ms. Owens served as Senior Vice President, General Counsel and Secretary of The Dial Corporation, a consumer products company, from May 1997 to September 2000.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Price of Common Stock
      Our common stock is quoted on the Nasdaq National Market under the symbol “SAPE.” The following table sets forth, for the periods indicated, the high and low intraday sale prices for our common stock.
                   
    High   Low
         
2003
               
 
First Quarter
  $ 2.25     $ 1.53  
 
Second Quarter
  $ 3.14     $ 1.55  
 
Third Quarter
  $ 4.38     $ 2.80  
 
Fourth Quarter
  $ 5.95     $ 3.68  
2004
               
 
First Quarter
  $ 7.19     $ 5.21  
 
Second Quarter
  $ 6.54     $ 4.69  
 
Third Quarter
  $ 8.44     $ 4.79  
 
Fourth Quarter
  $ 9.25     $ 7.59  
      On March 4, 2005, the last reported sale price of our common stock was $7.47 per share. As of March 4, 2005, there were approximately 368 holders of record of our common stock and approximately 21,000 beneficial holders of our common stock.
      We have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
Issuer Purchases of Equity Securities
      None.

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Item 6. Selected Financial Data
SELECTED CONSOLIDATED FINANCIAL DATA
      The following selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements and the Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report. The Balance Sheet Data at December 31, 2004 and 2003 and the Statement of Operations Data for each of the three years ended December 31, 2004, 2003 and 2002 have been derived from the audited Consolidated Financial Statements for such years, included elsewhere in this Annual Report. The Balance Sheet Data at December 31, 2002, 2001 and 2000 and the Statement of Operations Data for each of the two years ended December 31, 2001 and 2000 have been derived from the audited Consolidated Financial Statements for such years, not included in this Annual Report.
                                           
    Years Ended December 31,
     
    2004   2003   2002   2001   2000
                     
    (In thousands, except per share data)
Statement of Operations Data(1)(2)(3):
                                       
Service revenues
  $ 253,936     $ 184,795     $ 173,811     $ 325,165     $ 502,964  
Operating expenses:
                                       
 
Project personnel costs, before reimbursable expenses
    142,512       111,967       133,275       230,581       247,981  
 
Selling and marketing costs
    15,208       18,501       26,192       27,880       33,743  
 
General and administrative costs
    71,282       57,523       79,338       128,574       134,241  
 
Restructuring and other related charges
    1,108       2,135       66,885       100,079        
 
Impairment of goodwill and intangible assets
                107,430              
 
Amortization of intangible assets
    515       1,772       4,328       28,126       11,328  
 
Stock-based compensation
    779       1,089       3,161       4,449       2,165  
                               
Income (loss) from operations
    22,532       (8,192 )     (246,798 )     (194,524 )     73,506  
Gain on equity investment change in interest
                1,755       1,407        
Other income (expense)
    65       2,729       33       (4,677 )     (1,250 )
Interest income
    2,655       1,902       4,312       9,393       11,678  
                               
Income (loss) before income taxes, net equity loss from investees and loss from discontinued operations
    25,252       (3,561 )     (240,698 )     (188,401 )     83,934  
Income tax provision (benefit)
    2,433       1,337       (18,585 )     (3,091 )     33,925  
                               
Income (loss) before net equity loss from investees and loss from discontinued operations
    22,819       (4,898 )     (222,113 )     (185,310 )     50,009  
Net equity loss from investees
                (349 )     (499 )     (878 )
                               
Income (loss) from continuing operations
    22,819       (4,898 )     (222,462 )     (185,809 )     49,131  
Loss from discontinued operations
                (6,741 )     (3,959 )     (2,171 )
                               
Net income (loss)
  $ 22,819     $ (4,898 )   $ (229,203 )   $ (189,768 )   $ 46,960  
                               

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    Years Ended December 31,
     
    2004   2003   2002   2001   2000
                     
    (In thousands, except per share data)
Basic net income (loss) per share:
                                       
Income (loss) from continuing operations
  $ 0.19     $ (0.04 )   $ (1.78 )   $ (1.50 )   $ 0.41  
Loss from discontinued operations
  $     $  —     $ (0.05 )   $ (0.03 )   $ (0.02 )
                               
    $ 0.19     $ (0.04 )   $ (1.83 )   $ (1.53 )   $ 0.39  
                               
Diluted net income (loss) per share:
                                       
Income (loss) from continuing operations
  $ 0.18     $ (0.04 )   $ (1.78 )   $ (1.50 )   $ 0.37  
Loss from discontinued operations
  $     $  —     $ (0.05 )   $ (0.03 )   $ (0.02 )
                               
    $ 0.18     $ (0.04 )   $ (1.83 )   $ (1.53 )   $ 0.35  
                               
Weighted average common shares
    123,040       121,188       124,961       124,256       119,191  
Weighted average dilutive common share equivalents
    5,418                         14,573  
                               
Weighted average common shares and dilutive common share equivalents
    128,458       121,188       124,961       124,256       133,764  
                               
Balance Sheet Data:
                                       
Working capital
  $ 118,684     $ 143,158     $ 135,325     $ 243,699     $ 318,467  
Total assets
    269,603       226,900       262,653       474,870       604,154  
Long-term debt, less current portion
                             
Total stockholders’ equity(4)
  $ 185,933     $ 152,412     $ 155,804     $ 380,770     $ 525,400  
 
(1)  We ceased operations of our Japanese subsidiary in December 2002. As a result, operating results of this subsidiary for 2002 and for all prior periods presented have been collapsed and reclassified into a single line item under the caption “Loss from discontinued operations.” See Note 17 in the Notes to Consolidated Financial Statements.
 
(2)  All share and per share data have been retroactively adjusted to reflect the two-for-one stock split effected as a 100 percent stock dividend paid on August 28, 2000.
 
(3)  On January 1, 2002, we adopted Statement of Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” and ceased amortizing goodwill. During the years ended December 31, 2001 and 2000, our operating results include $18.9 million and $7.5 million, respectively, of goodwill amortization. In addition, certain amounts in previously issued financial statements have been reclassified to conform to the current year presentation. The reclassifications had no effect on reported net income (loss).
 
(4)  We have never declared or paid any cash dividends.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
      Sapient is a leading business consulting and technology services firm that plans, designs, implements and manages information technology to improve business performance for Global 2000 clients. Sapient was founded in 1991 based on a single promise: to deliver the right business results on time and on budget. Our fixed-price/fixed-time model, combined with our industry, design, technology and process expertise, provides clients with the highest business value at the lowest total cost of ownership. We have offices across the United States and in Canada, the United Kingdom, Germany and India.
      Throughout 2004 we experienced an increase in demand for our services as customers continue to invest in the technology-related business initiatives we provide. In addition, we see indications that demand for our services will continue to grow through 2005 as we continue to build and expand on our relationships with our existing customers. Our service revenues were $253.9 million for 2004, a 37% increase from service revenues

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of $184.8 million for 2003, and a 46% increase from service revenues of $173.8 million for 2002. We have focused on increasing our recurring revenues and we have made progress during 2004 in furtherance of this strategic initiative and will continue to focus on increasing recurring revenue in 2005. Our recurring revenues were 25% of our services revenues in 2004 compared to 17% in 2003. Recurring revenues are revenue commitments of a year or more in which the client has committed spending levels to Sapient or chosen Sapient as an exclusive provider of certain services. During 2005, certain of these recurring revenue agreements will end, while others may be signed.
      As a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange-rate fluctuations. The strengthening of various currencies versus the U.S. dollar has resulted in favorable currency translation and increased our reported revenues, operating expenses and operating income. For the year ended December 31, 2004, service revenues increased 37% compared to 2003, of which 6% was attributable to the effects of foreign currency exchange rates. If the U.S. dollar strengthens against other currencies, the resulting unfavorable currency translation could result in lower reported U.S. dollar revenues, operating expenses and operating income and result in U.S. dollar revenue growth lower than growth in local currency terms. We cannot predict the volatility of foreign currency rate fluctuations against the U.S. dollar.
      Our annualized service revenues per billable employee declined during 2004 to $145,000 in the fourth quarter of 2004 from $153,000, $169,000 and $179,000 for the third, second and first quarters of 2004, respectively. Our utilization rate for the fourth quarter of 2004 was 76%, compared to 75%, 77% and 76% for the third, second and first quarters of 2004, respectively. Despite our utilization rate remaining relatively flat throughout the year, the decline in our annualized service revenue per billable employee can primarily be attributed to a decline in revenue generated by contractors, which are not considered employees, from the first quarter of 2004 through the third quarter of 2004, and a lower utilization amongst our senior people who were focused on marketing of longer-term deals in the fourth quarter of 2004 compared to the third quarter of 2004.
      As a result of the increase in demand for our services, we have been increasing the number of our project personnel in order to effectively staff our client engagements and achieve the desired staffing mix in terms of experience level and role. Currently, we are retaining subcontractors in certain cases to fill specific project needs. If we are not successful in maintaining effective staffing levels, our ability to achieve our service revenue and profitability objectives will be adversely affected. Our ability to effectively staff our engagements and achie