Belden (BDC) 8-K Belden Completes Sale of Thermax and Raydex Businesses

Exhibit 99.3

BELDEN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 17, 2012, Belden Inc. (“Belden” or the “Company”) completed the sale of the Thermax and Raydex cable business to Carlisle Companies Incorporated for approximately $265 million. The purchase price is subject to adjustment based on a post-closing analysis of the closing date balance sheet. The following unaudited condensed pro forma consolidated balance sheet of Belden as of September 30, 2012, assumes that the sale of the Thermax and Raydex cable business had been completed as of such date. The following unaudited condensed pro forma consolidated statements of operations of Belden for the nine months ended September 30, 2012 and October 2, 2011 and for the years ended December 31, 2011, 2010, and 2009 assume that the sale of the Thermax and Raydex cable business had been completed as of January 1, 2009. The unaudited pro forma results do not purport to be indicative of the results that would have been obtained if the sale of the Thermax and Raydex cable business had been completed as of such dates.

On July 27, 2012 the Company acquired Miranda Technologies Inc. (“Miranda”), a provider of hardware and software solutions for the broadcast infrastructure industry, for approximately $375 million. Pro forma financial information regarding the acquisition of Miranda is included in a Current Report on Form 8-K filed on October 12, 2012. The operating results of Miranda have been included in the historical consolidated operating results of Belden since July 27, 2012 and Miranda is included in the historical consolidated balance sheet of Belden as of September 30, 2012. On December 10, 2012, the Company acquired PPC Broadband, Inc. (“PPC”), a provider of broadband connectivity solutions, for approximately $516 million. Pro forma financial information related to the acquisition of PPC will be included in a Current Report on Form 8-K to be filed on or before February 25, 2013. The acquisition of PPC and the pro forma effects of Miranda prior to the July 27, 2012 acquisition date are not reflected in the attached unaudited pro forma condensed consolidated financial statements.

BELDEN INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2012

(Unaudited)

			Pro Forma Adjustments
	Belden Inc. Historical		Thermax and Raydex Cable Business (1)			Other Adjustments (2)		Belden Inc. Pro Forma
			(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	385,639	$	—		$	265,000	$	650,639
Receivables, net		299,936		(14,256	)		—		285,680
Inventories, net		208,478		(13,431	)		—		195,047
Deferred income taxes		15,648		—			—		15,648
Income tax receivable		21,471		—			—		21,471
Other current assets		18,977		(154	)		—		18,823
Current assets held for sale		52,829		—			—		52,829
Total current assets		1,002,978		(27,841	)		265,000		1,240,137
Property, plant and equipment, less accumulated depreciation		290,815		(7,151	)		—		283,664
Goodwill		516,424		(11,440	)		—		504,984
Intangible assets, less accumulated amortization		290,153		(11,710	)		—		278,443
Deferred income taxes		—		—			—		—
Other long-lived assets		75,229		—			—		75,229
	$	2,175,599	$	(58,142	)	$	265,000	$	2,382,457
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	231,477	$	(11,579	)	$	—	$	219,898
Accrued liabilities		144,598		(2,750	)		74,000		215,848
Current maturities of long-term debt		12,770		—			—		12,770
Current liabilities held for sale		20,664		—			—		20,664
Total current liabilities		409,509		(14,329	)		74,000		469,180
Long-term debt		959,762		—			—		959,762
Postretirement benefits		132,731		—			—		132,731
Deferred income taxes		118		1,280			19,000		20,398
Other long-term liabilities		24,598		—			—		24,598
Stockholders’ equity:
Common stock		503		—			—		503
Other stockholders' equity		648,378		(45,093	)		172,000		775,285
Total stockholders’ equity		648,881		(45,093	)		172,000		775,788
	$	2,175,599	$	(58,142	)	$	265,000	$	2,382,457

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BELDEN INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2012

(Unaudited)

	Belden Inc. Historical			Thermax and Raydex Cable Business (3)			Belden Inc. Pro Forma
	(In thousands, except per share data)
Revenues	$	1,438,700		$	75,648		$	1,363,052
Cost of sales		(998,287	)		(51,495	)		(946,792	)
Gross profit		440,413			24,153			416,260
Selling, general and administrative expenses		(261,277	)		(5,140	)		(256,137	)
Research and development		(48,082	)		(648	)		(47,434	)
Amortization of intangibles		(13,603	)		(458	)		(13,145	)
Income from equity method investment		7,254			—			7,254
Asset impairment		(29,998	)		(94	)		(29,904	)
Operating income		94,707			17,813			76,894
Interest expense		(38,315	)		(7	)		(38,308	)
Interest income		733			—			733
Loss on debt extinguishment		(50,585	)		—			(50,585	)
Income (loss) from continuing operations before taxes		6,540			17,806			(11,266	)
Income tax benefit (expense)		8,991			(6,033	)		15,024
Income from continuing operations	$	15,531		$	11,773		$	3,758
Weighted average number of common shares and equivalents:
Basic		45,410						45,410
Diluted		46,249						46,249
Income from continuing operations per share:
Basic	$	0.34					$	0.08
Diluted		0.34						0.08

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BELDEN INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED OCTOBER 2, 2011

(Unaudited)

	Belden Inc. Historical			Thermax and Raydex Cable Business (3)			Belden Inc. Pro Forma
	(In thousands, except per share data)
Revenues	$	1,517,592		$	76,725		$	1,440,867
Cost of sales		(1,077,772	)		(54,827	)		(1,022,945	)
Gross profit		439,820			21,898			417,922
Selling, general and administrative expenses		(244,671	)		(5,243	)		(239,428	)
Research and development		(41,800	)		(701	)		(41,099	)
Amortization of intangibles		(10,397	)		(467	)		(9,930	)
Income from equity method investment		9,196			—			9,196
Operating income		152,148			15,487			136,661
Interest expense		(36,246	)		(4	)		(36,242	)
Interest income		526			—			526
Income from continuing operations before taxes		116,428			15,483			100,945
Income tax expense		(28,164	)		(5,754	)		(22,410	)
Income from continuing operations	$	88,264		$	9,729		$	78,535
Weighted average number of common shares and equivalents:
Basic		47,317						47,317
Diluted		48,329						48,329
Income from continuing operations per share:
Basic	$	1.87					$	1.66
Diluted		1.83						1.63

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BELDEN INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

(Unaudited)

	Belden Inc. Historical			Thermax and Raydex Cable Business (3)			Belden Inc. Pro Forma
	(In thousands, except per share data)
Revenues	$	1,981,953		$	99,766		$	1,882,187
Cost of sales		(1,410,134	)		(69,468	)		(1,340,666	)
Gross profit		571,819			30,298			541,521
Selling, general and administrative expenses		(325,950	)		(6,916	)		(319,034	)
Research and development		(55,711	)		(959	)		(54,752	)
Amortization of intangibles		(13,772	)		(623	)		(13,149	)
Income from equity method investment		13,169			—			13,169
Asset impairment		(2,549	)		—			(2,549	)
Operating income		187,006			21,800			165,206
Interest expense		(48,126	)		(8	)		(48,118	)
Interest income		1,011			—			1,011
Income from continuing operations before taxes		139,891			21,792			118,099
Income tax expense		(24,638	)		(7,847	)		(16,791	)
Income from continuing operations	$	115,253		$	13,945		$	101,308
Weighted average number of common shares and equivalents:
Basic		47,109						47,109
Diluted		48,104						48,104
Income from continuing operations per share:
Basic	$	2.45					$	2.15
Diluted		2.40						2.11

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BELDEN INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2010

(Unaudited)

	Belden Inc. Historical			Thermax and Raydex Cable Business (3)			Belden Inc. Pro Forma
	(In thousands, except per share data)
Revenues	$	1,617,090		$	73,704		$	1,543,386
Cost of sales		(1,149,796	)		(53,250	)		(1,096,546	)
Gross profit		467,294			20,454			446,840
Selling, general and administrative expenses		(279,677	)		(6,407	)		(273,270	)
Research and development		(42,605	)		(875	)		(41,730	)
Amortization of intangibles		(11,189	)		(622	)		(10,567	)
Income from equity method investment		11,940			—			11,940
Asset impairment		(16,574	)		—			(16,574	)
Operating income		129,189			12,550			116,639
Interest expense		(49,826	)		(4	)		(49,822	)
Interest income		1,184			—			1,184
Other income		1,465			—			1,465
Income from continuing operations before taxes		82,012			12,546			69,466
Income tax expense		(12,714	)		(4,524	)		(8,190	)
Income from continuing operations	$	69,298		$	8,022		$	61,276
Weighted average number of common shares and equivalents:
Basic		46,805						46,805
Diluted		47,783						47,783
Income from continuing operations per share:
Basic	$	1.48					$	1.31
Diluted		1.45						1.28

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BELDEN INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2009

(Unaudited)

	Belden Inc. Historical			Thermax and Raydex Cable Business (3)			Belden Inc. Pro Forma
	(In thousands, except per share data)
Revenues	$	1,362,016		$	57,928		$	1,304,088
Cost of sales		(974,331	)		(42,089	)		(932,242	)
Gross profit		387,685			15,839			371,846
Selling, general and administrative expenses		(262,473	)		(6,587	)		(255,886	)
Research and development		(40,441	)		(818	)		(39,623	)
Amortization of intangibles		(9,871	)		(623	)		(9,248	)
Income from equity method investment		6,405			—			6,405
Asset impairment		(27,751	)		(2,506	)		(25,245	)
Loss on sale of assets		(17,184	)		—			(17,184	)
Operating income		36,370			5,305			31,065
Interest expense		(41,962	)		(4	)		(41,958	)
Interest income		1,043			—			1,043
Other expense		(1,541	)		—			(1,541	)
Income (loss) from continuing operations before taxes		(6,090	)		5,301			(11,391	)
Income tax benefit (expense)		(1,175	)		(2,345	)		1,170
Income (loss) from continuing operations	$	(7,265	)	$	2,956		$	(10,221	)
Weighted average number of common shares and equivalents:
Basic		46,594						46,594
Diluted		46,594						46,594
Income from continuing operations per share:
Basic	$	(0.16	)				$	(0.22	)
Diluted		(0.16	)					(0.22	)

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BELDEN INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Elimination of the Thermax and Raydex cable business assets and liabilities (intercompany balances are excluded) from Belden’s historical net assets as a result of the disposition.

(2) Reflects other effects of the disposition including: (i) the cash proceeds of $265 million received at closing, (ii) transaction costs, and (iii) tax adjustments related to the disposition. The estimated after-tax gain on the sale of the Thermax and Raydex cable business assuming the disposition closed on September 30, 2012 is approximately $127 million and is included in Other stockholders’ equity. The actual gain will be determined as of the closing date, December 17, 2012, and could be materially different than this estimate.

(3) Elimination of the Thermax and Raydex cable business revenues and expenses from Belden’s historical results as a result of the disposition.

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