Lionbridge (LIOX) 8-K/A Acquisition or disposition of assets

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

	Page
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS:
Introduction	F-2
Unaudited Pro Forma Combined Condensed Statement of Operations for the Nine Months Ended September 30, 2003	F-3
Notes to Unaudited Pro Forma Combined Condensed Financial Statements	F-4
Unaudited Pro Forma Combined Condensed Statement of Operations for the Year Ended December 31, 2002	F-5
Notes to Unaudited Pro Forma Combined Condensed Financial Statements	F-6

F-1

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

On September 17, 2003, Lionbridge Technologies, Inc. (the “Company” or “Lionbridge”) completed its acquisition of all of the capital stock of Mentorix Technologies, Inc., a California corporation (“Mentorix”). The transaction was accounted for using the purchase method of accounting. Total purchase consideration was $28.5 million, consisting of a cash payment of $28.1 million made at closing ($21.5 million, net of cash acquired with the business) and an additional $392,000 of direct acquisition costs, primarily consisting of fees to legal counsel and expenses incurred for an independent fairness opinion. The unaudited pro forma combined condensed financial statements reflect these direct acquisition costs.

The unaudited pro forma combined condensed financial information 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, 2002, filed on March 31, 2003 (File No. 000-26933) and Mentorix which are presented as an exhibit to this From 8-K/A. The unaudited pro forma combined condensed statements of operations combine Lionbridge’s operating results for the nine months and year ended September 30, 2003 and December 31, 2002, respectively, with the operating results of Mentorix 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, 2003 and 2002, respectively, and include all material pro forma adjustments necessary for this purpose.

The unaudited pro forma combined condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results 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 of the combined company.

F-2

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

(Amounts in thousands, except per share amounts)

	Lionbridge			Mentorix			Pro Forma Adjustments		Pro Forma Combined
Revenue	$	104,822		$	11,240				$	116,062
Cost of revenue		63,407			5,932		127	(3)		69,466
Gross profit		41,415			5,308					46,596
Operating expenses:
Sales and marketing		9,500			—		421	(1)		9,921
General and administrative		21,978			1,218		(421	)(1)		22,775
Research and development		498			—					498
Depreciation and amortization		2,422			419					2,841
Amortization of acquisition-related intangible assets		346			—		28	(4)		374
Merger, restructuring and other charges		379			—					379
Stock-based compensation		295			6					301
Total operating expenses		35,418			1,643					37,089
Income from operations		5,997			3,665					9,507
Interest expense:
Interest on outstanding debt		1,882			—					1,882
Accretion of discount on debt		356			—					356
Accelerated recognition of discount and deferred financing charges on early repayment of debt		2,139			—					2,139
Interest income		(26	)		—		(21	)(1)		(47	)
Other (income) expense, net		226			(268	)	21	(1)		(21	)
Income before income taxes		1,420			3,933					5,198
Provision for income taxes		22			39					61
Net income	$	1,398		$	3,894				$	5,137
Net income per share of common stock:
Basic	$	0.04							$	0.15
Diluted	$	0.04							$	0.14
Weighted average number of common shares outstanding:
Basic		34,433								34,433
Diluted		37,573								37,573

See accompanying notes to unaudited pro forma combined condensed financial statements.

F-3

NOTES TO UNAUDITED PRO FORMA

COMBINED CONDENSED FINANCIAL STATEMENTS

(1) Certain reclassifications have been made to the Mentorix statement of operations classify certain expenses on a basis consistent with the Lionbridge presentation.

(2) There were no financial transactions between Lionbridge and Mentorix during the period presented.

(3) Accounting adjustments were made to reflect the acquisition of Mentorix as if it had occurred as of January 1, 2003, to reflect the post-acquisition recognition of the fair value of obligations and benefits associated with acquired projects and contracts of $127,000.

(4) Accounting adjustments were made to reflect the acquisition of Mentorix as if it had occurred as of January 1, 2003, to reflect the amortization of $28,000 on $110,000 of acquired internally-developed software.

F-4

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2002

(Amounts in thousands, except per share amounts)

	Lionbridge			Mentorix			Pro Forma Adjustments		Pro Forma Combined
Revenue	$	118,319		$	6,945				$	125,264
Cost of revenue		71,272			3,595		127	(3)		74,994
Gross profit		47,047			3,350					50,270
Operating expenses:
Sales and marketing		11,600			—		202			11,802
General and administrative		29,399			1,381		(202	)		30,578
Research and development		1,194			173					1,194
Impairment of assets		39			—					39
Depreciation and amortization		3,024			—					3,197
Amortization of acquisition-related intangible assets		528			—		37	(4)		565
Stock-based compensation		851			—					851
Total operating expenses		46,596			1,593					48,226
Income from operations		451			1,757					2,044
Interest expense:
Interest on outstanding debt		3,189			—					3,189
Accretion of discount on debt		610			—					610
Interest income		(35	)		—		(13	)(1)		(48	)
Other (income) expense, net		1,534			(293	)	13	(1)		1,254
Net income (loss) before income taxes		(4,847	)		2,050					(2,961	)
Provision for (benefit from) income taxes		(62	)		(11	)				(73	)
Net income (loss) attributable to common stockholders	$	(4,785	)	$	2,061				$	(2,888	)
Basic and diluted net loss per share of common stock	$	(0.15	)						$	(0.09	)
Weighted average number of basic and diluted common shares outstanding		31,632								31,632

See accompanying notes to unaudited pro forma combined condensed financial statements.

F-5

NOTES TO UNAUDITED PRO FORMA

COMBINED CONDENSED FINANCIAL STATEMENTS

(1) Certain reclassifications have been made to the Mentorix statement of operations to classify certain expenses on a basis consistent with the Lionbridge presentation.

(2) There were no financial transactions between Lionbridge and Mentorix during the period presented.

(3) Accounting adjustments were made to reflect the acquisition of Mentorix as if it had occurred as of January 1, 2002, to reflect the post-acquisition recognition of the fair value of obligations and benefits associated with acquired projects and contracts of $127,000.

(4) Accounting adjustments were made to reflect the acquisition of Mentorix as if it had occurred as of January 1, 2002, to reflect the amortization of $37,000 on $110,000 of acquired internally-developed software.

F-6