UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 10-Q

_________________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October 1, 2017~~April 4, 2021

Commission File No. 001-12561

_________________________________________________

BELDEN INC.

(Exact name of registrant as specified in its charter)

____

_____________________________________________



Delaware						36-3601505
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1 North Brentwood Boulevard

15th Floor

St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

_________________________________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☑ No ¨☐.

Indicate by check mark whether the Registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every ~~interactive data file~~Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(section~~ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes þ☑ No ¨☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ☑ Accelerated filer ¨☐ Non-accelerated filer ¨ ~~(Do not check if a smaller reporting company)~~☐ Smaller reporting company ¨☐Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the ~~Registrant~~registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No þ☑

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common stock, $0.01 par value

BDC

New York Stock Exchange

As of ~~November 2, 2017,~~May 5, 2021, the Registrant ~~had 42,173,892 outstanding~~had 44,738,828 outstanding shares of common stock.

-1-


~~PART I~~	~~FINANCIAL INFORMATION~~

PART I FINANCIAL INFORMATION


~~Item 1.~~	~~Financial Statements~~

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

October 1, 2017 December 31, 2016
(Unaudited)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 461,363
$ 848,116
Receivables, net 439,276
388,059
Inventories, net 262,494
190,408
Other current assets 67,048
29,176
Assets held for sale 35,953
23,193
Total current assets 1,266,134
1,478,952
Property, plant and equipment, less accumulated depreciation 324,617
309,291
Goodwill 1,475,467
1,385,995
Intangible assets, less accumulated amortization 566,958
560,082
Deferred income taxes 35,565
33,706
Other long-lived assets 36,107
38,777
$ 3,704,848
$ 3,806,803

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 301,173
$ 258,203
Accrued liabilities 257,729
310,340
Liabilities held for sale 1,732
1,736
Total current liabilities 560,634
570,279
Long-term debt 1,530,077
1,620,161
Postretirement benefits 112,938
104,050
Deferred income taxes 21,528
14,276
Other long-term liabilities 37,311
36,720
Stockholders’ equity:
Preferred stock 1
1
Common stock 503
503
Additional paid-in capital 1,123,623
1,116,090
Retained earnings 813,936
783,812
Accumulated other comprehensive loss (84,342 ) (39,067 )
Treasury stock (412,059 ) (401,026 )
Total Belden stockholders’ equity 1,441,662
1,460,313
Noncontrolling interest 698
1,004
Total stockholders’ equity 1,442,360
1,461,317
$ 3,704,848
$ 3,806,803


	April 4, 2021		December 31, 2020
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	370,552	$	501,994
Receivables, net	342,416		296,817
Inventories, net	275,405		247,298
Other current assets	59,741		52,289
Current assets held for sale	16,279		0
Total current assets	1,064,393		1,098,398
Property, plant and equipment, less accumulated depreciation	356,780		368,620
Operating lease right-of-use assets	54,660		54,787
Goodwill	1,284,913		1,251,938
Intangible assets, less accumulated amortization	309,618		287,071
Deferred income taxes	29,114		29,536
Other long-lived assets	48,190		49,384
	$	3,147,668	$	3,139,734

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	250,426	$	244,120
Accrued liabilities	252,025		276,641
Current liabilities held for sale	5,555		0
Total current liabilities	508,006		520,761
Long-term debt	1,509,708		1,573,726
Postretirement benefits	154,171		160,400
Deferred income taxes	43,101		38,400
Long-term operating lease liabilities	45,642		46,398
Other long-term liabilities	41,580		42,998
Stockholders’ equity:
Common stock	503		503
Additional paid-in capital	827,271		823,605
Retained earnings	477,279		450,876
Accumulated other comprehensive loss	(138,126)		(191,851)
Treasury stock	(327,835)		(332,552)
Total Belden stockholders’ equity	839,092		750,581
Noncontrolling interests	6,368		6,470
Total stockholders’ equity	845,460		757,051
	$	3,147,668	$	3,139,734

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

-1-

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended Nine Months Ended
October 1, 2017
October 2, 2016 October 1, 2017 October 2, 2016

(In thousands, except per share data)
Revenues $ 621,745
$ 601,109
$ 1,783,759
$ 1,744,237
Cost of sales (381,921 ) (355,147 ) (1,079,312 ) (1,025,027 )
Gross profit 239,824
245,962
704,447
719,210
Selling, general and administrative expenses (116,429 ) (126,662 ) (346,786 ) (372,125 )
Research and development (35,442 ) (33,512 ) (105,108 ) (106,297 )
Amortization of intangibles (27,162 ) (23,808 ) (77,944 ) (75,603 )
Operating income 60,791
61,980
174,609
165,185
Interest expense, net (19,385 ) (23,513 ) (66,424 ) (71,958 )
Loss on debt extinguishment (51,594 ) —
(52,441 ) —
Income (loss) before taxes (10,188 ) 38,467
55,744
93,227
Income tax benefit (expense) 11,133
(2,395 ) 6,673
1,136
Net income 945
36,072
62,417
94,363
Less: Net loss attributable to noncontrolling interest (82 ) (88 ) (274 ) (286 )
Net income attributable to Belden 1,027
36,160
62,691
94,649
Less: Preferred stock dividends 8,732
6,695
26,198
6,695
Net income (loss) attributable to Belden common stockholders $ (7,705 ) $ 29,465
$ 36,493
$ 87,954

Weighted average number of common shares and equivalents:
Basic 42,256
42,126
42,251
42,073
Diluted 42,256
42,648
42,663
42,534
Basic income (loss) per share attributable to Belden common stockholders $ (0.18 ) $ 0.70
$ 0.86
$ 2.09

Diluted income (loss) per share attributable to Belden common stockholders $ (0.18 ) $ 0.69
$ 0.86
$ 2.07

Comprehensive income (loss) attributable to Belden $ (18,127 ) $ 32,353
$ 17,416
$ 90,760

Common stock dividends declared per share $ 0.05
$ 0.05
$ 0.15
$ 0.15


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands, except per share data)
Revenues	$	536,381	$	463,526
Cost of sales	(345,037)		(293,025)
Gross profit	191,344		170,501
Selling, general and administrative expenses	(98,449)		(98,389)
Research and development expenses	(31,500)		(26,219)
Amortization of intangibles	(9,947)		(16,185)

Operating income	51,448		29,708
Interest expense, net	(15,511)		(13,324)
Non-operating pension benefit	684		699
Income from continuing operations before taxes	36,621		17,083
Income tax expense	(7,880)		(2,192)
Income from continuing operations	28,741		14,891
Loss from discontinued operations, net of tax	0		(26,110)

Net income (loss)	28,741		(11,219)
Less: Net income (loss) attributable to noncontrolling interest	75		(30)
Net income (loss) attributable to Belden stockholders	$	28,666	$	(11,189)

Weighted average number of common shares and equivalents:
Basic	44,679		45,390
Diluted	45,045		45,538

Basic income (loss) per share attributable to Belden stockholders:
Continuing operations	$	0.64	$	0.33
Discontinued operations	0		(0.58)

Net income (loss)	$	0.64	$	(0.25)

Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations	$	0.64	$	0.33
Discontinued operations	0		(0.58)

Net income (loss)	$	0.64	$	(0.25)

Comprehensive income attributable to Belden	$	82,391	$	11,134

Common stock dividends declared per share	$	0.05	$	0.05

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

-2-

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Cash flows from operating activities:
Net income (loss)	$	28,741	$	(11,219)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation and amortization	22,196		26,798
Share-based compensation	7,285		3,708
Asset impairment	6,995		23,197
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables	(50,208)		43,627
Inventories	(19,313)		(29,054)
Accounts payable	3,269		(50,827)
Accrued liabilities	(30,765)		(38,425)
Income taxes	1,416		(16,500)
Other assets	(4,226)		6,144
Other liabilities	(6,885)		(9,501)
Net cash used for operating activities	(41,495)		(52,052)
Cash flows from investing activities:
Cash from (used for) business acquisitions, net of cash acquired	(72,232)		590
Capital expenditures	(11,223)		(20,935)
Proceeds from disposal of tangible assets	12		2,090
Proceeds from disposal of business, net of cash sold	1,106		0
Net cash used for investing activities	(82,337)		(18,255)
Cash flows from financing activities:

Cash dividends paid	(2,246)		(2,296)
Payments under borrowing arrangements	(1,841)		0
Withholding tax payments for share-based payment awards	(905)		(1,003)
Other	(43)		(58)
Payments under share repurchase program	0		(21,239)
Payment of earnout consideration	0		(29,300)
Net cash used for financing activities	(5,035)		(53,896)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(2,277)		(7,947)
Decrease in cash and cash equivalents	(131,144)		(132,150)
Cash and cash equivalents, beginning of period	501,994		425,885
Cash and cash equivalents, end of period	$	370,850	$	293,735

Nine Months Ended
October 1, 2017 October 2, 2016

(In thousands)
Cash flows from operating activities:
Net income $ 62,417
$ 94,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 112,538
110,857
Share-based compensation 13,431
13,943
Loss on debt extinguishment 52,441
—
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables (32,950 ) (9,843 )
Inventories (50,232 ) 5,626
Accounts payable 30,290
(3,889 )
Accrued liabilities (54,828 ) (43,594 )
Income taxes (32,071 ) (17,375 )
Other assets (9,046 ) 2,798
Other liabilities 11,625
(5,457 )
Net cash provided by operating activities 103,615
147,429
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired (166,896 ) (17,848 )
Capital expenditures (33,430 ) (36,057 )
Other —
(971 )
Proceeds from disposal of tangible assets 15
282
Net cash used for investing activities (200,311 ) (54,594 )
Cash flows from financing activities:
Payments under borrowing arrangements (1,105,892 ) (51,875 )
Cash dividends paid (32,535 ) (6,307 )
Debt issuance costs paid (16,586 ) —
Payments under share repurchase program (11,508 ) —
Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options (5,421 ) (5,302 )
Proceeds from the issuance of preferred stock, net —
501,498
Borrowings under credit arrangements 866,700
—
Net cash provided by (used for) financing activities (305,242 ) 438,014
Effect of foreign currency exchange rate changes on cash and cash equivalents 15,185
705
Increase (decrease) in cash and cash equivalents (386,753 ) 531,554
Cash and cash equivalents, beginning of period 848,116
216,751
Cash and cash equivalents, end of period $ 461,363
$ 748,305

The Condensed Consolidated Cash Flow Statement for the period ended March 29, 2020 includes the results of discontinued operations, which were sold on July 2, 2020.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

-3-

BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY ~~STATEMENT~~

~~NINE MONTHS ENDED OCTOBER 1, 2017~~STATEMENTS

(Unaudited)


	Belden Inc. Stockholders
				Additional							Accumulated Other		Non-controlling
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income (Loss)		Interests		Total

Balance at December 31, 2020	50,335	$	503	$	823,605	$	450,876	(5,692)	$	(332,552)	$	(191,851)	$	6,470	$	757,051
Net income	—	—		—		28,666		—	—		—		75		28,741
Other comprehensive income (loss), net of tax	—	—		—		—		—	—		53,725		(197)		53,528
Acquisition of business with noncontrolling interests	—	—		—		—		—	—		—		20		20
Retirement Savings Plan stock contributions	—	—		(493)		—		45	2,496		—		—		2,003
Exercise of stock options, net of tax withholding forfeitures	—	—		(723)		—		9	541		—		—		(182)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(2,403)		—		27	1,680		—		—		(723)
Share-based compensation	—	—		7,285		—		—	—		—		—		7,285
Common stock dividends ($0.05 per share)	—	—		—		(2,263)		—	—		—		—		(2,263)
Balance at April 4, 2021	50,335	$	503	$	827,271	$	477,279	(5,611)	$	(327,835)	$	(138,126)	$	6,368	$	845,460

Belden Inc. Stockholders
Mandatory Convertible Additional
Accumulated
Other
Non-controlling
Preferred Stock Common Stock Paid-In Retained Treasury Stock Comprehensive
Shares Amount Shares Amount Capital Earnings Shares Amount Income (Loss) Interest Total
(In thousands)
Balance at December 31, 2016 52
$ 1
50,335
$ 503
$ 1,116,090
$ 783,812
(8,155 ) $ (401,026 ) $ (39,067 ) $ 1,004
$ 1,461,317
Net income (loss) —
—
—
—
—
62,691
—
—
—
(274 ) 62,417
Foreign currency translation, net of $1.5 million tax —
—
—
—
—
—
—
—
(46,446 ) (32 ) (46,478 )
Adjustments to pension and postretirement liability, net of $0.7 million tax —
—
—
—
—
—
—
—
1,171
—
1,171
Other comprehensive loss, net of tax (45,307 )
Exercise of stock options, net of tax withholding forfeitures —
—
—
—
(1,628 ) —
34
(68 ) —
—
(1,696 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures —
—
—
—
(4,270 ) —
97
543
—
—
(3,727 )
Share repurchase program —
—
—
—
—
—
(151 ) (11,508 ) —
—
(11,508 )
Share-based compensation —
—
—
—
13,431
—
—
—
—
—
13,431
Preferred stock dividends —
—
—
—
—
(26,198 ) —
—
—
—
(26,198 )
Common stock dividends ($0.15 per share) —
—
—
—
—
(6,369 ) —
—
—
—
(6,369 )
Balance at October 1, 2017 52
$ 1
50,335
$ 503
$ 1,123,623
$ 813,936
(8,175 ) $ (412,059 ) $ (84,342 ) $ 698
$ 1,442,360


		Belden Inc. Stockholders
			Additional							Accumulated Other		Non-controlling
	Common Stock		Paid-In		Retained		Treasury Stock			Comprehensive
		Shares	Amount		Capital		Earnings		Shares	Amount		Income (Loss)		Interests		Total
		(In thousands)
Balance at December 31, 2019		50,335	$	503	$	811,955	$	518,004	(4,877)	$	(307,197)	$	(63,418)	$	5,972	$	965,819
Cumulative effect of change in accounting principle		—	—		—		(2,916)		—	—		—		—		(2,916)
Net loss		—	—		—		(11,189)		—	—		—		(30)		(11,219)
Other comprehensive income (loss), net of tax		—	—		—		—		—	—		22,323		(150)		22,173
Exercise of stock options, net of tax withholding forfeitures		—	—		(542)		—		7	370		—		—		(172)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures		—	—		(2,631)		—		29	1,800		—		—		(831)
Share repurchase program		—	—		—		—		(592)	(21,239)		—		—		(21,239)
Share-based compensation		—	—		3,708		—		—	—		—		—		3,708
Common stock dividends ($0.05 per share)		—	—		—		(2,288)		—	—		—		—		(2,288)
Balance at March 29, 2020		50,335	$	503	$	812,490	$	501,611	(5,433)	$	(326,266)	$	(41,095)	$	5,792	$	953,035

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

-4-

BELDEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, ~~2016:~~2020:

•Are prepared from the books and records without audit, and

•Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

•Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our ~~2016~~2020 Annual Report on Form 10-K.

Business Description

We are a ~~signal transmission~~global supplier of specialty networking solutions ~~provider~~ built around ~~four~~2 global business platforms ~~– Broadcast Solutions,~~- Enterprise Solutions ~~Industrial Solutions,~~ and ~~Network~~Industrial Solutions. Our comprehensive portfolio of ~~signal transmission~~ solutions ~~provides industry leading~~enables customers to transmit and secure ~~and reliable transmission of~~ data, sound, and video for mission critical ~~applications.~~applications across complex enterprise and industrial environments.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April ~~2, 2017,~~4, 2021, the ~~92nd~~94th day of our fiscal year ~~2017.~~2021. Our fiscal second and third quarters each have 91 days. The ~~nine~~three months ended ~~October 1, 2017~~April 4, 2021 and ~~October 2, 2016~~March 29, 2020 included ~~274~~94 and ~~276~~89 days, ~~respectively.~~

~~Reclassifications~~

We have made certain reclassifications to the 2016 Condensed Consolidated Financial Statements for our segment change with no impact to reported net income in order to conform to the 2017 presentation. See Note 4.

~~Operating Segments~~

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments. The formation is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications. We have revised the prior period segment information to conform to the change in the composition of these reportable segments. In connection with this change, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively.

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

•Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and

•Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and during the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 and ~~October 2, 2016,~~March 29, 2020, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2)3) and for impairment testing (see Notes 4 and 10). We did not have any transfers between Level 1 and Level 2 fair value measurements during the ~~nine~~three months ended ~~October 1, 2017~~April 4, 2021 and ~~October 2, 2016.~~March 29, 2020.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of April 4, 2021, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. As

-5-

During the three months ended March 29, 2020, we paid the sellers of ~~October 1, 2017, we did not have any significant~~Snell Advanced Media (SAM) the full earnout consideration of $31.4 million in cash ~~equivalents.~~in accordance with the purchase agreement. SAM was acquired on February 8, 2018 and was included in the Grass Valley disposal group.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a ~~materially~~material adverse effect on our financial position, results of operations, or cash flow.

As of ~~October 1, 2017,~~April 4, 2021, we were party to bank guaranties, standby letters of credit, and surety bonds ~~and bank guaranties~~ totaling ~~$7.8~~$7.1 million, ~~$2.4~~$6.0 million, and ~~$2.0~~$3.3 million, respectively.

~~Contingent Gain~~

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an action for patent infringement against Corning Optical Communications RF LLC (Corning). The complaint alleged that Corning infringed two of PPC’s patents. In July 2015, a jury found that Corning willfully infringed both patents. In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit, and that appeal remains pending. We have not recorded any amounts in our consolidated financial statements related to this matter due to the pendency of the appeal.

Revenue Recognition

We recognize revenue ~~when all of~~consistent with the principles as outlined in the following ~~circumstances are satisfied:~~five step model: (1) ~~persuasive evidence of an arrangement exists,~~identify the contract with the customer, (2) ~~price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs~~identify the performance obligations in the ~~period in which~~contract, (3) determine the ~~customer takes title and assumes~~transaction price, (4) allocate the ~~risks and rewards of ownership of~~transaction price to the ~~products specified~~performance obligations in the ~~customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple elements. For these arrangements,~~contract, and (5) recognize revenue when ~~the elements can be separated, the revenue~~(or as) each performance obligation is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element. Generally, we determine relative selling price using vendor specific objective evidence (VSOE) of fair value.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known. Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

We have certain products subject to the accounting guidance on software revenue recognition. For such products, software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, collection is probable and VSOE of the fair value of undelivered elements exists. As substantially all of the software licenses are sold in multiple-element arrangements that include either support and maintenance or both support and maintenance and professional services, we use the residual method to determine the amount of software license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon VSOE of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as software license revenue. We have established VSOE of the fair value of support and maintenance, subscription-based software licenses, and professional services. Software license revenue is generally recognized upon delivery of the software if all revenue recognition criteria are met.

Revenue allocated to support services under our support and maintenance contracts is typically paid in advance and recognized ratably over the term of the service. Revenue allocated to subscription-based software and remote ongoing operational services is also paid in advance and recognized ratably over the term of the service. Revenue allocated to professional services, including remote implementation services, is recognized as the services are performed.satisfied. See Note 2.

Subsequent Events

We ~~have~~ evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure.

~~Pending Adoption of Recent Accounting Pronouncements~~Noncontrolling Interest

~~In May 2014, the FASB issued Accounting Standards Update No. 2014-09,~~ ~~Revenue from Contracts~~We have a 51% ownership percentage in a joint venture with ~~Customers~~ ~~(ASU 2014-09), which will replace most existing revenue recognition guidance in U.S. GAAP.~~Shanghai Hi-Tech Control System Co, Ltd (Hite). The ~~core principle~~purpose of the ~~ASU~~joint venture is to develop and provide certain Industrial Solutions products and integrated solutions to customers in China. Belden and Hite are committed to fund $1.53 million and $1.47 million, respectively, to the joint venture in the future. The joint venture is determined to not have sufficient equity at risk; therefore, it is considered a variable interest entity. We have determined that ~~an entity should recognize revenue~~Belden is the primary beneficiary of the joint venture, due to both our ownership percentage and our control over the activities of the joint venture that most significantly impact its economic performance based on the terms of the joint venture agreement with Hite. Because Belden is the primary beneficiary of the joint venture, we have consolidated the joint venture in our financial statements. The results of the joint venture attributable to Hite’s ownership are presented as net income (loss) attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations. The joint venture is not material to our Condensed Consolidated financial statements as of or for the ~~transfer~~periods ended April 4, 2021 and March 29, 2020.

Furthermore, certain subsidiaries of our Opterna and OTN Systems N.V. (OTN) businesses, which we acquired in April of 2019 and January 2021, respectively, include noncontrolling interests. Because we have a controlling financial interest in these subsidiaries, they are consolidated into our financial statements. The results of these subsidiaries were consolidated into our financial statements as of the respective acquisition dates. The results that are attributable to the noncontrolling interest holders are presented as net income (loss) attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations. An immaterial amount of Opterna's annual revenues are generated from transactions with the noncontrolling interests. The subsidiaries of Opterna and OTN that include noncontrolling interests are not material to our Condensed Consolidated financial statements as of or for the periods ended April 4, 2021 and March 29, 2020.

Note 2: Revenues

Revenues are recognized when control of the promised goods or services ~~equal~~is transferred to ~~the~~our customers and in an amount that ~~it expects~~reflects the consideration we expect to be entitled to ~~receive~~in exchange for those goods or services. ~~ASU 2014-09 requires additional disclosure about~~Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

-6-

The following tables present our revenues disaggregated by major product category.


	Broadband & 5G		Cyber-security		Industrial Automation		Smart Buildings		Total Revenues

Three Months Ended April 4, 2021	(In thousands)
Enterprise Solutions	$	105,091	$	0	$	0	$	121,264	$	226,355
Industrial Solutions	0		27,705		282,321		0		310,026
Total	$	105,091	$	27,705	$	282,321	$	121,264	$	536,381

Three Months Ended March 29, 2020
Enterprise Solutions	$	96,103	$	0	$	0	$	116,110	$	212,213
Industrial Solutions	0		25,719		225,594		0		251,313
Total	$	96,103	$	25,719	$	225,594	$	116,110	$	463,526

The following tables present our revenues disaggregated by geography, based on the ~~nature,~~location of the customer purchasing the product.


	Americas		EMEA		APAC		Total Revenues

Three Months Ended April 4, 2021	(In thousands)
Enterprise Solutions	$	162,676	$	37,936	$	25,743	$	226,355
Industrial Solutions	185,148		81,280		43,598		310,026
Total	$	347,824	$	119,216	$	69,341	$	536,381

Three Months Ended March 29, 2020
Enterprise Solutions	$	155,429	$	35,862	$	20,922	$	212,213
Industrial Solutions	156,400		65,966		28,947		251,313
Total	$	311,829	$	101,828	$	49,869	$	463,526

We generate revenues primarily by selling products that provide secure and reliable transmission of data, sound, and video for mission critical applications. We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative selling price and recognized when or as each performance obligation is satisfied. Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred based on the shipping terms of the arrangement. Generally, we determine relative selling price using the prices charged to customers on a standalone basis.

The amount ~~timing,~~of consideration we receive and ~~uncertainty~~revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. We adjust our estimate of revenue ~~and cash flows arising from customer contracts, including significant judgments and changes in judgments. We plan to adopt ASU 2014-09 on January 1, 2018, using~~at the ~~modified retrospective method~~earlier of adoption. Our overall, initial assessment indicates that the impact of adopting ASU 2014-09 on our consolidated financial statements will not be material. We do not expect significant changes in the timing or method of revenue recognition for any of our material revenue streams. We are currently completing detailed contract reviews to determine if any adjustments are necessary to our existing accounting policies and to support our overall, initial assessment. We believewhen the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Adjustments to revenue for performance obligations satisfied in prior periods were not significant ~~impact of adopting ASU 2014-09 will be on our disclosures regarding revenue recognition. We will continue our evaluation of ASU 2014-09, including new or emerging interpretations of~~during the ~~standard, through the date of adoption.~~three months ended April 4, 2021 nor March 29, 2020.

~~In February 2016, the FASB issued Accounting Standards Update No. 2016-02,~~ ~~Leases~~ ~~(ASU 2016-02), a leasing standard for both lessees~~The following table presents estimated and ~~lessors. Under its core principle, a lessee will recognize lease assets and liabilities~~accrued variable consideration:


	April 4, 2021		March 29, 2020

	(in thousands)
Accrued rebates	$	23,415	$	17,672
Accrued returns	13,155		10,491
Price adjustments recognized against gross accounts receivable	30,207		26,837

-7-

Depending on the ~~balance sheet for all arrangements with~~ terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019. Early adoption is permitted. The standard requires the use of a modified retrospective transition method. We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

~~In October 2016, the FASB issued Accounting Standards Update No. 2016-16,~~ ~~Intra-Entity Transfers of Assets Other Than Inventory~~ ~~(ASU 2016-16), which requires recognition of the income tax consequences~~ of an ~~intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to~~arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized when or as the services are performed depending on the terms of the arrangement. As of April 4, 2021, total deferred revenue was $83.8 million, and of this amount, $58.0 million is expected to be recognized within the next twelve months, and the remaining $25.8 million is long-term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity:


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Beginning balance	$	77,648	$	70,070
New deferrals	24,505		23,830
Acquisition of OTN	5,997		0
Revenue recognized	(24,387)		(24,415)
Ending balance	$	83,763	$	69,485

Service-type warranties represent $10.9 million of the deferred revenue balance at April 4, 2021, and of this amount $3.9 million is expected to be recognized in the next twelve months, and the remaining $7.0 million is long-term and will be recognized over a period greater than twelve months.

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions in other current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2016-16 will havelong-lived assets on our ~~consolidated financial statements and related disclosures.~~

~~In March 2017,~~balance sheet when the ~~FASB issued Accounting Standards Update No. 2017-07,~~ ~~Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~ (ASU 2017-07), which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component will be eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentationoriginal duration of the ~~service cost component~~related revenue arrangement is longer than one year, and we amortize it over the ~~other cost components~~related revenue arrangement period. Total capitalized sales commissions was $6.1 million as of ~~net periodic pension cost~~April 4, 2021 and ~~net periodic OPEB cost in the Statement~~$3.0 million as of ~~Operations~~March 29, 2020. The following table presents sales commissions that are recorded within selling, general and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2017-07 will have on our consolidated financial statements and related disclosures.

administrative expenses:


	Three Months ended
	April 4, 2021		March 29, 2020

	(In thousands)
Sales commissions	$	3,877	$	4,175

Note 2:3: Acquisitions

~~Thinklogical Holdings, LLC~~OTN Systems N.V.

We acquired 100% of the ~~outstanding ownership interest~~shares of OTN on January 29, 2021 for a preliminary purchase price, net of cash acquired, of $73.3 million. OTN, based in ~~Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017~~Olen, Belgium, is a leading provider of easy to use and highly-reliable network solutions tailored for ~~cash~~specific applications in harsh, mission-critical environments. The acquisition of ~~$171.3 million. Thinklogical designs, manufactures,~~OTN supports one of our key strategic priorities related to the growing demand for industrial automation by adding proprietary technology and ~~markets high-bandwidth fiber matrix switches, video,~~mission-critical hardware and ~~keyboard/video/mouse extender solutions, camera extenders, and console management~~software products for more complete end-to-end solutions. ~~Thinklogical is headquartered in Connecticut.~~ The results of ~~Thinklogical~~OTN have been included in our Condensed Consolidated Financial Statements from ~~May 31, 2017,~~January 29, 2021, and are reported within the ~~Broadcast~~Industrial Solutions segment. Belden assumed $1.8 million of OTN's debt as part of the transaction, which was subsequently paid on the acquisition date. A subsidiary of OTN includes a noncontrolling interest. Because OTN has a controlling financial interest in the subsidiary, it is consolidated into our financial statements. The results that are attributable to the noncontrolling interest holder are presented as net income (loss) attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.

-8-

The following table summarizes the estimated, preliminary fair ~~value~~values of the assets acquired and the liabilities assumed as of ~~May 31, 2017~~January 29, 2021 (in thousands):


Receivables	$	7,617
Inventories	12,805
Other current assets	5,240
Property, plant and equipment	602
Intangible assets	33,500
Goodwill	39,337
Operating lease right-of-use assets	2,250
Other long-lived assets	706
Total assets acquired	$	102,057

Accounts payable	$	5,931
Accrued liabilities	9,991
Long-term debt	1,841
Post retirement benefits	2,917
Deferred income taxes	5,372
Long-term operating lease liabilities	1,870
Other long-term liabilities	771
Total liabilities assumed	$	28,693

Net assets	$	73,364
Noncontrolling interests	20

Net assets attributable to Belden	$	73,344

Cash $ 5,376
Receivables 4,355
Inventory 16,424
Prepaid and other current assets 320
Property, plant, and equipment 4,289
Intangible assets 76,400
Goodwill 68,394
Total assets acquired $ 175,558

Accounts payable $ 1,231
Accrued liabilities 1,353
Deferred revenue 1,702
Total liabilities assumed $ 4,286

Net assets $ 171,272

The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, inventories, intangible assets, goodwill, deferred income taxes, other assets and liabilities, and noncontrolling interests are subject to change. A change in the estimated fair value of the net assets acquired or noncontrolling interests will change the amount of the purchase price allocable to goodwill.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

The preliminary fair value of acquired receivables is ~~$4.4~~$7.6 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our preliminary estimate of the ~~preliminary~~ fair ~~value~~values for the acquired inventory, intangible assets, and ~~deferred revenue~~noncontrolling interests on ~~a preliminary~~ valuation ~~study~~studies performed by a third party valuation firm. We have estimated a preliminary fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets ~~and deferred revenue~~ (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the ~~criterion~~criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to ~~expected synergies and~~ the ~~assembled workforce. The expected synergies for the Thinklogical acquisition primarily consist~~expansion of ~~utilizing Belden's fiber and connectivity portfolio with Thinklogical's connections between matrix switch, control systems, transmitters and source to expand our~~industrial automation product ~~portfolio across our segments to both existing and new customers.~~offerings in complete end-to-end solutions. Our tax basis in the acquired goodwill is ~~approximately $41.0 million and is deductible for tax purposes over a period of 15 years up to the amount of the tax basis.~~ 0.

-9-

The intangible assets related to the acquisition consisted of the following:


	Fair Value		Amortization Period		Fair Value		Amortization Period
	(In thousands)		(In years)		(In thousands)		(In years)
Intangible assets subject to amortization:				Intangible assets subject to amortization:
Developed technologies	$	65,200	10.0	Developed technologies	$	20,000	5.0
Customer relationships	6,600		8.0	Customer relationships	7,500		12.0
Sales backlog				Sales backlog	3,500		0.9
Trademarks	3,100		10.0	Trademarks	1,500		2.0
Sales backlog	1,500		0.3
Non-compete agreements				Non-compete agreements	1,000		2.0
Total intangible assets subject to amortization	$	76,400		Total intangible assets subject to amortization	$	33,500

Intangible assets not subject to amortization:				Intangible assets not subject to amortization:
Goodwill	$	68,394	n/a	Goodwill	$	39,337	n/a
Total intangible assets not subject to amortization	$	68,394		Total intangible assets not subject to amortization	$	39,337

Total intangible assets	$	144,794		Total intangible assets	$	72,837
Weighted average amortization period			9.6	Weighted average amortization period			5.9

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ~~ship.~~ship and control of the items transfers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. The useful life of the non-compete agreements was based on the term of the agreements.

Our consolidated revenues and ~~consolidated loss~~income before taxes for the three months ended ~~October 1, 2017~~April 4, 2021 included ~~revenues of $11.6~~$4.1 million and ~~a loss before taxes of $2.7 million,~~($3.4 million), respectively, from ~~Thinklogical. Our consolidated revenues and consolidated~~OTN. For the three months ended April 4, 2021, income before taxes ~~for~~included $0.3 million of severance and other restructuring costs, $1.6 million of amortization of intangible assets, and $0.8 million of cost of sales related to the ~~nine months ended October 1, 2017 included revenues~~adjustment of ~~$21.8 million and a loss before taxes of $1.7 million, respectively, from Thinklogical.~~acquired inventory to fair value.

The following table illustrates the unaudited pro forma effect on operating results as if the ~~Thinklogical~~OTN acquisition had been completed as of January 1, ~~2016.~~2020.

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October1, 2017 October 2, 2016

(In thousands, except per share data)
(Unaudited)
Revenues $ 621,745
$ 616,760
$ 1,792,614
$ 1,772,202
Net income (loss) attributable to Belden common stockholders (5,128 ) 34,564
37,097
85,588
Diluted income (loss) per share attributable to Belden common stockholders $ (0.12 ) $ 0.81
$ 0.87
$ 2.01


	Three Months Ended		Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands, except per share data)
	(Unaudited)
Revenues	$	536,780	$	468,700
Net income from continuing operations attributable to Belden common stockholders	28,216		9,697
Diluted income from continuing operations per share attributable to Belden common stockholders	$	0.63	$	0.21

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

~~M2FX~~

~~We acquired 100%~~

-10-

Opterna International Corp.

Our acquisition of Opterna International Corp. (Opterna) in 2019 included potential earn-out consideration. As of the ~~shares~~acquisition date, we estimated the fair value of ~~M2FX Limited (M2FX) on January 7, 2016 for~~the earn-out to be $5.8 million. As of April 4, 2021, the financial targets tied to the earn-out were not expected to be achieved. We reduced the earn-out liability to 0 and recognized a ~~purchase price of $19.0 million. M2FX is a manufacturer of fiber optic cable~~$5.8 million benefit in Selling, General and ~~fiber protective solutions for broadband access and telecommunications networks. M2FX is located~~Administrative Expenses in the ~~United Kingdom. The results~~three months ended April 4, 2021. This benefit was excluded from Segment EBITDA of ~~M2FX have been included in~~ our ~~Consolidated Financial Statements from January 7, 2016, and are reported within the Broadcast~~Enterprise Solutions segment. ~~The M2FX acquisition was not material to our financial position or results of operations.~~

Note 3:4: Assets Held for Sale

We classify assets and liabilities as held for sale (disposal group) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale.

During the ~~fourth~~first quarter of ~~2016,~~2021, we committed to a plan to sell ~~our MCS~~an oil and gas cable business ~~and Hirschmann JV~~ and determined that we met all of the criteria to classify the assets and liabilities of ~~these businesses~~this business as held for sale. The ~~MCS~~ business is part of the Industrial Solutions ~~segment and the Hirschmann JV is an equity method investment that is not included in an operating~~ segment. The MCS business operates in Germany and the United States, and the Hirschmann JV is an equity method investment located in China. During the fourth quarter of 2016, we reached an agreement in principle to sell this disposal group for a total sales price of $39 million. The carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based onupon the expected ~~sales~~sale price, by ~~$23.9~~$3.4 million. Therefore, we recognized an impairment charge in Selling, General and Administrative Expenses equal to this amount in the ~~fourth quarter of 2016. During the~~ first quarter of ~~2017, we signed a definitive sales agreement for a purchase price~~2021. The impairment charge is excluded from Segment EBITDA of ~~$39 million, and we expect the sale to be completed in the fourth quarter of 2017.~~our Industrial Solutions segment. The following table provides the major classes of assets and liabilities classified as held for ~~sale as of October 1, 2017 and December 31, 2016.~~sale. In addition, the disposal group had ~~$5.1 million and $15.7~~$0.9 million of accumulated other comprehensive ~~losses~~income at ~~October 1, 2017 and December 31, 2016, respectively.~~April 4, 2021.


Cash	$	298
Receivables	7,660
Inventories	2,033
Other current assets	3,189
Property, plant and equipment	2,487
Other long-lived assets	612
Total assets held for sale	$	16,279

Accounts payable	$	659
Accrued liabilities	4,896
Total liabilities held for sale	$	5,555

Net assets	$	10,724

October 1, 2017 December 31, 2016

(In thousands)
Receivables, net $ 5,937
$ 4,551
Inventories, net 4,302
2,848
Other current assets 1,101
1,131
Property, plant, and equipment, less accumulated depreciation 2,348
1,946
Intangible assets, less accumulated amortization 4,589
4,405
Goodwill 5,477
5,477
Other long-lived assets 36,130
26,766
Total assets of disposal group 59,884
47,124
Impairment of assets held for sale (23,931 ) (23,931 )
Total assets held for sale $ 35,953
$ 23,193
Accrued liabilities $ 1,325
$ 1,288
Postretirement benefits 407
448
Total liabilities held for sale $ 1,732
$ 1,736

Note ~~4: Operating~~5: Discontinued Operations

During the fourth quarter of 2019, we committed to a plan to sell Grass Valley, and at such time, met all of the criteria to classify the assets and liabilities of this business as held for sale. Furthermore, we determined a divestiture of Grass Valley represented a strategic shift that is expected to have a major impact on our operations and financial results. As a result, the Grass Valley disposal group, which was included in our Enterprise Solutions segment, was reported within discontinued operations. The Grass Valley disposal group excluded certain Grass Valley pension liabilities that we retained. We also ceased depreciating and amortizing the assets of the disposal group once they met the held for sale criteria during the fourth quarter of 2019.

-11-

We completed the sale of Grass Valley to Black Dragon Capital on July 2, 2020 for gross cash consideration of $120.0 million, or approximately $56.2 million net of cash delivered with the business. The sale also included deferred consideration consisting of a $175.0 million seller’s note that is expected to mature in 2025, up to $88 million in PIK (payment-in-kind) interest on the seller’s note, and $178.0 million in potential earnout payments. The seller’s note accrues PIK interest at an annual rate of 8.5%. During the three months ended April 4, 2021, the seller's note accrued interest of $3.7 million, which we reserved for based on our expected loss allowance methodology. Based upon a third party valuation specialist using certain assumptions in a Monte Carlo analysis, the estimated fair value of the seller’s note is $34.9 million, which we recorded in Other Long-Lived Assets. We accounted for the earnout under a loss recovery approach and did not record an asset as of the disposal date. Any subsequent recognition of an earnout will be based on the gain contingency guidance.

As part of the transaction, we also invested $3.0 million for a 9% equity interest in Grass Valley with the right to put the equity back to Black Dragon Capital. We exercised our right during the fourth quarter of 2020 and sold our 9% equity interest in Grass Valley to Black Dragon Capital for $2.7 million. We deconsolidated Grass Valley as of July 2, 2020 and accounted for our equity interest under the cost method for the period that we owned a 9% interest in Grass Valley. Grass Valley's operating results for periods after July 2, 2020 are not included in our Consolidated Financial Statements.

The following table summarizes the operating results of the disposal group for the three months ended March 29, 2020 (in thousands):


Revenues	$	51,049
Cost of sales	(35,202)
Gross profit	15,847
Selling, general and administrative expenses	(17,519)
Research and development expenses	(8,499)
Asset impairment of discontinued operations	(23,197)
Interest expense, net	(206)
Non-operating pension cost	(85)
Loss before taxes	$	(33,659)

We wrote down the carrying value of Grass Valley and recognized asset impairments totaling $23.2 million in the three months ended March 29, 2020. We determined the estimated fair values of the assets and of the reporting unit by calculating the present values of their estimated future cash flows.

The Grass Valley disposal group had capital expenditures of approximately $7.9 million and incurred stock-based compensation income of $0.9 million during the three months ended March 29, 2020. The disposal group did not have any significant non-cash charges for investing activities during the three months ended March 29, 2020.

Note 6: Reportable Segments

We are organized around ~~four~~2 global business platforms: ~~Broadcast Solutions,~~ Enterprise Solutions ~~Industrial Solutions,~~ and ~~Network~~Industrial Solutions. Each of the global business platforms represents a reportable segment.

Beginning in 2017, sales of certain audio-visual cable that had previously been reported in our Broadcast Solutions segment are now reported in our Enterprise Solutions segment. As the annual revenues associated with this product line are not material, we have not revised the prior period segment information.

The key measures of segment profit or loss ~~reviewed by our chief operating decision maker~~ are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues and include revenues that would have otherwise been recorded by acquired businesses as independent entities but were not recognized in our Condensed Consolidated Statements of Operations and Comprehensive Income due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation.

Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing.

-12-

Broadcast
Solutions

Enterprise
Solutions

Industrial
Solutions
Network Solutions
Total
Segments

(In thousands)
As of and for the three months ended October 1, 2017
Segment revenues $ 193,753
$ 167,089
$ 160,471
$ 100,432
$ 621,745
Affiliate revenues 129
1,419
332
—
1,880
Segment EBITDA 35,671
26,409
30,545
24,906
117,531
Depreciation expense 4,088
2,740
3,285
1,570
11,683
Amortization expense 13,482
438
646
12,596
27,162
Severance, restructuring, and acquisition integration costs 3,056
6,253
6,840
530
16,679
Purchase accounting effects of acquisitions 2,922
—
—
—
2,922
Segment assets 373,848
284,327
291,984
108,554
1,058,713
As of and for the three months ended October 2, 2016
Segment revenues $ 196,173
$ 156,658
$ 149,847
$ 99,790
$ 602,468
Affiliate revenues 46
1,587
511
13
2,157
Segment EBITDA 36,545
27,294
23,649
24,448
111,936
Depreciation expense 4,063
3,210
2,738
1,592
11,603
Amortization expense 10,955
431
604
11,818
23,808
Severance, restructuring, and acquisition integration costs 174
5,573
4,746
2,302
12,795
Deferred gross profit adjustments 283
—
—
1,076
1,359
Segment assets 314,020
265,085
261,923
105,938
946,966
As of and for the nine months ended October 1, 2017
Segment revenues $ 550,420
$ 473,504
$ 465,907
$ 293,928
$ 1,783,759
Affiliate revenues 324
5,522
994
92
6,932
Segment EBITDA 90,681
77,310
87,314
65,563
320,868
Depreciation expense 12,095
8,034
9,659
4,806
34,594
Amortization expense 36,950
1,291
1,928
37,775
77,944
Severance, restructuring, and acquisition integration costs 4,434
19,267
8,307
831
32,839
Purchase accounting effects of acquisitions 4,089
—
—
—
4,089
Segment assets 373,848
284,327
291,984
108,554
1,058,713
As of and for the nine months ended October 2, 2016
Segment revenues $ 560,966
$ 452,951
$ 438,746
$ 296,986
$ 1,749,649
Affiliate revenues 644
4,615
906
44
6,209
Segment EBITDA 89,317
80,605
73,700
66,715
310,337
Depreciation expense 12,086
10,028
8,165
4,974
35,253
Amortization expense 37,306
1,292
1,796
35,209
75,603
Severance, restructuring, and acquisition integration costs 5,871
7,280
7,982
5,939
27,072
Purchase accounting effects of acquisitions 195
—
—
—
195
Deferred gross profit adjustments 1,391
—
—
4,021
5,412
Segment assets 314,020
265,085
261,923
105,938
946,966


	Enterprise Solutions		Industrial Solutions		Total Segments

	(In thousands)
As of and for the three months ended April 4, 2021
Segment revenues	$	226,355	$	310,026	$	536,381
Affiliate revenues	331		23		354
Segment EBITDA	28,106		51,363		79,469
Depreciation expense	5,350		6,210		11,560
Amortization of intangibles	4,336		5,611		9,947
Amortization of software development intangible assets	32		657		689
Severance, restructuring, and acquisition integration costs	1,915		3,256		5,171
Adjustments related to acquisitions and divestitures	(6,286)		6,907		621
Segment assets	476,742		582,585		1,059,327

As of and for the three months ended March 29, 2020
Segment revenues	$	212,213	$	251,313	$	463,526
Affiliate revenues	224		6		230
Segment EBITDA	24,712		35,527		60,239
Depreciation expense	5,081		5,201		10,282
Amortization of intangibles	5,504		10,681		16,185
Amortization of software development intangible assets	55		275		330
Severance, restructuring, and acquisition integration costs	2,550		1,069		3,619
Adjustments related to acquisitions and divestitures	20		0		20
Segment assets	503,658		468,600		972,258

The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income from continuing operations before taxes, respectively.


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Total Segment and Consolidated Revenues	$	536,381	$	463,526



Total Segment EBITDA	$	79,469	$	60,239
Amortization of intangibles	(9,947)		(16,185)
Depreciation expense	(11,560)		(10,282)
Severance, restructuring, and acquisition integration costs (1)	(5,171)		(3,619)
Amortization of software development intangible assets	(689)		(330)
Adjustments related to acquisitions and divestitures (2)	(621)		(20)
Eliminations	(33)		(95)
Consolidated operating income	51,448		29,708
Interest expense, net	(15,511)		(13,324)
Total non-operating pension benefit	684		699
Consolidated income from continuing operations before taxes	$	36,621	$	17,083

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016

(In thousands)
Total Segment Revenues $ 621,745
$ 602,468
$ 1,783,759
$ 1,749,649
Deferred revenue adjustments (1) —
(1,359 ) —
(5,412 )
Consolidated Revenues $ 621,745
$ 601,109
$ 1,783,759
$ 1,744,237

Total Segment EBITDA $ 117,531
$ 111,936
$ 320,868
$ 310,337
Amortization of intangibles (27,162 ) (23,808 ) (77,944 ) (75,603 )
Severance, restructuring, and acquisition integration costs (2) (16,679 ) (12,795 ) (32,839 ) (27,072 )
Depreciation expense (11,683 ) (11,603 ) (34,594 ) (35,253 )
Purchase accounting effects related to acquisitions (3) (2,922 ) —
(4,089 ) (195 )
Deferred gross profit adjustments (1) —
(1,359 ) —
(5,412 )
Income from equity method investment 2,551
586
5,835
1,077
Eliminations (845 ) (977 ) (2,628 ) (2,694 )
Consolidated operating income 60,791
61,980
174,609
165,185
Interest expense, net (19,385 ) (23,513 ) (66,424 ) (71,958 )
Loss on debt extinguishment (51,594 ) —
(52,441 ) —
Consolidated income (loss) before taxes $ (10,188 ) $ 38,467
$ 55,744
$ 93,227

(1) For the three and nine months ended October 2, 2016 , our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

~~(2)~~ See Note 8, 12, Severance, Restructuring, and Acquisition Integration Activities, for ~~details~~.details.

~~(3) For~~(2) During the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021, we reduced the Opterna earn-out liability by $5.8 million, recognized a $3.6 million impairment on assets held and ~~nine months ended October 2, 2016, we~~used, recognized a $3.4 million impairment on assets held for sale, collected $1.4 million of receivables associated with the sale of Grass Valley that were previously written off, and recognized cost of sales ~~for the adjustment~~of $0.8 million related to purchase accounting adjustments of acquired inventory to fair value for the OTN acquisition. During the three months ended March 29, 2020, we recognized cost of sales related to purchase accounting adjustments of acquired inventory to fair value for the ~~Thinklogical and M2FX acquisitions, respectively.~~SPC acquisition.

-13-

Note 5:7: Income (loss) per Share

The following table presents the basis for the income (loss) per share computations:


	Three Months Ended						Nine Months Ended							Three Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016				April 4, 2021		March 29, 2020

	(In thousands)													(In thousands)
Numerator:													Numerator:
Net income	$	945		$	36,072		$	62,417		$	94,363
Less: Net loss attributable to noncontrolling interest	(82		)	(88		)	(274		)	(286		)
Less: Preferred stock dividends	8,732			6,695			26,198			6,695
Net income (loss) attributable to Belden common stockholders	$	(7,705	)	$	29,465		$	36,493		$	87,954
Income from continuing operations													Income from continuing operations	$	28,741	$	14,891
Less: Net income (loss) attributable to noncontrolling interest													Less: Net income (loss) attributable to noncontrolling interest	75		(30)
Income from continuing operations attributable to Belden stockholders													Income from continuing operations attributable to Belden stockholders	28,666		14,921
Add: Loss from discontinued operations, net of tax													Add: Loss from discontinued operations, net of tax	0		(26,110)

Net income (loss) attributable to Belden stockholders													Net income (loss) attributable to Belden stockholders	$	28,666	$	(11,189)

Denominator:													Denominator:
Weighted average shares outstanding, basic	42,256			42,126			42,251			42,073			Weighted average shares outstanding, basic	44,679		45,390
Effect of dilutive common stock equivalents	—			522			412			461			Effect of dilutive common stock equivalents	366		148
Weighted average shares outstanding, diluted	42,256			42,648			42,663			42,534			Weighted average shares outstanding, diluted	45,045		45,538

For the three ~~and nine~~ months ended ~~October 1, 2017,~~April 4, 2021 and March 29, 2020, diluted weighted average shares outstanding ~~do not include~~exclude outstanding equity awards of ~~0.9~~1.3 million and ~~0.5~~1.4 million, respectively, ~~because to do so would have been~~which are anti-dilutive. In addition, for ~~both~~ the three ~~and nine~~ months ended October 1, 2017, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million because the related performance conditions have not been satisfied. Furthermore, for the threeApril 4, 2021 and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 6.8 million and 6.9 million common shares, respectively, because deducting the preferred stock dividends from net income was more dilutive.

~~For the three and nine months ended October 2, 2016,~~March 29, 2020, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million and ~~0.7~~0.3 million, respectively, because to do so would have been anti-dilutive. In addition, for both the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million because the related performance conditions have not been satisfied. Furthermore, for the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 5.2 million and 1.7 million common shares, respectively, because deducting the preferred stock dividends from net income was more dilutive.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock.

For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately.

Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.

Note 6:8: Credit Losses

Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments prospectively. This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under the previous accounting guidance. Upon adoption, we recorded a noncash cumulative effect adjustment to retained earnings of $2.9 million. Of this amount, $1.0 million related to our continuing operations and $1.9 million related to our discontinued operations.

We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible.

-14-

Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other historical, current and future information that is reasonably available. The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three months ended April 4, 2021 and March 29, 2020, respectively:


	Three Months ended
	April 4, 2021		March 29, 2020

	(In thousands)
Beginning balance	$	5,150	$	2,569
Adoption adjustment	0		1,011
Current period provision	82		(172)
Write-offs	(57)		0
Recoveries collected	(23)		(9)
Fx impact	(17)		(213)
Ending balance	$	5,135	$	3,186

Note 9: Inventories

The following table presents the major classes of inventories as of April 4, 2021 and December 31, 2020, respectively:


	April 4, 2021		December 31, 2020

	(In thousands)
Raw materials	$	122,210	$	106,514
Work-in-process	38,204		32,011
Finished goods	149,860		141,042
Gross inventories	310,274		279,567
Excess and obsolete reserves	(34,869)		(32,269)
Net inventories	$	275,405	$	247,298

Note 10: Leases

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and certain equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms of less than 1 year to 15 years; some of which include extension and termination options for an additional 15 years or within 1 year, respectively. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Our lease agreements do not contain any material residual value guarantees or material variable lease payments.

We have entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on our balance sheet, and for the three months ended April 4, 2021 and March 29, 2020, the rent expense for short-term leases was not material.

We have certain property and equipment lease contracts that may contain lease and non-lease components, and we have elected to utilize the practical expedient to account for these components together as a single combined lease component.

As the rate implicit in most of our leases is not readily determinable, we use the incremental borrowing rate to determine the present value of the lease payments, which is unique to each leased asset, and is based upon the term of the lease, commencement date of the lease, local currency of the leased asset, and the credit rating of the legal entity leasing the asset.

-15-

We are party to a lease guarantee, whereby Belden has covenanted the lease payments for one of Snell Advanced Media's (SAM) property leases through its 2035 expiration date. The lease guarantee was executed in 2018 following the acquisition of SAM, which we subsequently sold on July 2, 2020 as part of the Grass Valley disposal group (see Note 5). This lease guarantee was retained by Belden and not transferred to Black Dragon Capital as part of the sale of Grass Valley. Belden would be required to make lease payments only if the primary obligor, Black Dragon Capital, fails to make the payments. As of April 4, 2021, the SAM lease has approximately $21.5 million of lease payments remaining, but we do not believe that it is probable that we have incurred a liability from the guarantee.

The components of lease expense were as follows:


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Operating lease cost	$	3,848	$	3,597

Finance lease cost
Amortization of right-of-use asset	$	33	$	33
Interest on lease liabilities	3		5
Total finance lease cost	$	36	$	38

Supplemental cash flow information related to leases was as follows:


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,135	$	3,791
Operating cash flows from finance leases	3		5
Financing cash flows from finance leases	43		46

Supplemental balance sheet information related to leases was as follows:


	April 4, 2021		December 31, 2020

	(In thousands, except lease term and discount rate)
Operating leases:
Total operating lease right-of-use assets	$	54,660	$	54,787

Accrued liabilities	$	15,300	$	14,742
Long-term operating lease liabilities	45,642		46,398
Total operating lease liabilities	$	60,942	$	61,140

Finance leases:
Other long-lived assets, at cost	$	729	$	764
Accumulated depreciation	(481)		(483)
Other long-lived assets, net	$	248	$	281


Weighted Average Remaining Lease Term
Operating leases	5 years		5 years
Finance leases	3 years		3 years

Weighted Average Discount Rate
Operating leases	6.5	%	6.6	%
Finance leases	4.7	%	4.9	%

-16-

October 1, 2017 December 31, 2016

(In thousands)
Raw materials $ 119,754
$ 90,019
Work-in-process 39,672
25,166
Finished goods 130,009
99,784
Gross inventories 289,435
214,969
Excess and obsolete reserves (26,941 ) (24,561 )
Net inventories $ 262,494
$ 190,408

The following table summarizes maturities of lease liabilities as of April 4, 2021 and December 31, 2020, respectively:


	April 4, 2021		December 31, 2020

	(In thousands)
2021	$	15,011	$	19,250
2022	17,317		16,305
2023	13,299		12,552
2024	10,240		9,516
2025	9,158		8,718
Thereafter	9,062		8,901
Total	$	74,087	$	75,242

Note 7:11: Long-Lived Assets

Depreciation and Amortization Expense

~~We recognized depreciation expense of $11.7 million and $34.6 million in the three and nine months ended October 1, 2017, respectively.~~ We recognized depreciation expense of $11.6 million and ~~$35.3~~$10.3 million in the three ~~and nine~~ months ended ~~October 2, 2016, respectively.~~

~~In connection with the segment change discussed in Note~~April 4, ~~we re-evaluated the useful life of the Tripwire trademark~~2021 and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively. As of October 1, 2017, the net book value of the Tripwire trademark was $28.6 million.

~~We recognized amortization expense related to our intangible assets of $27.2 million and $77.9 million in the three and nine months ended October 1, 2017,~~March 29, 2020, respectively. We recognized amortization expense related to our intangible assets of ~~$23.8~~$10.6 million and ~~$75.6~~$16.5 million in the three ~~and nine~~ months ended ~~October 2, 2016,~~April 4, 2021 and March 29, 2020, respectively.

Interim Impairment Test

During the first quarter of 2021, we committed to a plan to sell an oil and gas cable business, and recognized an impairment charge of $3.4 million. See Note 4.

During the first quarter of 2021, we also performed a recoverability test on certain held and used long-lived assets in our Industrial Solutions segment due to the presence of impairment indicators stemming from the increased probability of selling the assets. We determined that the carrying values of the assets were not recoverable and recognized a $3.6 million impairment charge in Selling, General and Administrative Expenses to write them down to fair value. This impairment charge is excluded from Segment EBITDA of our Industrial Solutions segment.

Note 8:12: Severance, Restructuring, and Acquisition Integration Activities

Cost Reduction Program

~~Industrial and Network Solutions Restructuring Program: 2015-2016~~

Both our Industrial Solutions and Network Solutions segments were negatively impacted by a decline in sales volume in 2015. At such time, global demand for industrial products was negatively impacted by the strengthened U.S. dollar and lower energy prices. As a result, our customers reduced their capital spending. In response to these industrial market conditions, we began to execute a restructuring program inDuring the fourth ~~fiscal~~ quarter of ~~2015 to reduce our cost structure. We recognized $2.6 million and $8.4 million of severance and other restructuring costs for this program during~~the three and nine months ended October 2, 2016, respectively. Most of these costs were incurred by our Network Solutions segment. We did not incur any severance and other restructuring costs for this program in 2017. To date, we have incurred a total of $13 million in severance and other restructuring costs for this program. We expect the restructuring program to generate approximately $18 million of savings on an annualized basis, and we are substantially realizing such benefits.

~~Industrial Manufacturing Footprint Program: 2016 - 2017~~

~~In 2016,~~2019, we began a cost reduction program to ~~consolidate our manufacturing footprint. The manufacturing consolidation is expected~~improve performance and enhance margins by streamlining the organizational structure and investing in technology to ~~be completed in 2018.~~drive productivity. We recognized ~~$10.0 million and $12.5~~$2.3 million of severance and other restructuring costs for this program during the three ~~and nine~~ months ended ~~October 2, 2016, respectively.~~April 4, 2021 and an immaterial amount during the three months ended March 29, 2020. These costs were incurred by both the Enterprise Solutions and Industrial Solutions segments. The cost reduction program is expected to deliver an estimated $60 million reduction in selling, general, and administrative expenses on an annual basis. We expect to incur incremental costs of approximately $6 million for this program in 2021.

Acquisition Integration Program

We are integrating our recent acquisitions such as OTN, SPC, and Opterna with our existing businesses. The restructuring and integration activities were focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized ~~$11.4~~$1.8 million and ~~$25.3~~$2.2 million of severance and other restructuring costs for this program during the three ~~and nine~~ months ended ~~October 1, 2017,~~April 4, 2021 and March 29, 2020, respectively. ~~The~~These costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. To date, we have incurred a total of $43.1 million in severance and other restructuring costs, including manufacturing inefficiencies for this program.segment. We expect to incur incremental costs of approximately $7$2.4 million of additional severance and other restructuring costs for this program over 2017 and 2018. We expect the program to generate approximately $13 million of savings on an annualized basis, which we began to realize in the third quarter of 2017.

~~Grass Valley Restructuring Program: 2015-2016~~

Our Broadcast Solutions segment’s Grass Valley brand was negatively impacted by a decline in global demand of broadcast technology infrastructure products beginning in 2015. Outside of the U.S., demand for these products was impacted by the relative price increase of products due to the strengthened U.S. dollar as well as the impact of weaker economic conditions which resulted in lower capital spending. Within the U.S., demand for these products was impacted by deferred capital spending. We believe broadcast customers deferred their capital spending as they navigated through a number of important industry transitions and a changing media landscape. In response to these broadcast market conditions, we began to execute a restructuring program beginning in the third fiscal quarter of 2015 to reduce our cost structure. We recognized $0.1 million and $5.1 million of severance and other restructuring costs for this program during~~the three and nine months ended October 2, 2016, respectively. We did not incur any severance and other restructuring costs~~ for this program in 2017. To date, we have incurred a total of $34.1 million in severance and other restructuring costs for this program. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, and we are substantially realizing such benefits.2021.

-17-

The following table summarizes the costs by segment of the ~~various~~ programs described above as well as other immaterial programs and acquisition integration ~~activities:~~

Severance
Other
Restructuring and
Integration Costs
Total Costs

Three Months Ended October 1, 2017 (In thousands)
Broadcast Solutions $ 510
$ 2,546
$ 3,056
Enterprise Solutions 712
5,541
6,253
Industrial Solutions 712
6,128
6,840
Network Solutions —
530
530
Total $ 1,934
$ 14,745
$ 16,679
Three Months Ended October 2, 2016
Broadcast Solutions $ (114 ) $ 288
$ 174
Enterprise Solutions (21 ) 5,594
5,573
Industrial Solutions 184
4,562
4,746
Network Solutions 1,103
1,199
2,302
Total $ 1,152
$ 11,643
$ 12,795
Nine Months Ended October 1, 2017
Broadcast Solutions $ 559
$ 3,875
$ 4,434
Enterprise Solutions 2,839
16,428
19,267
Industrial Solutions 865
7,442
8,307
Network Solutions —
831
831
Total $ 4,263
$ 28,576
$ 32,839
Nine Months Ended October 2, 2016
Broadcast Solutions $ (865 ) $ 6,736
$ 5,871
Enterprise Solutions 55
7,225
7,280
Industrial Solutions 1,961
6,021
7,982
Network Solutions 3,734
2,205
5,939
Total $ 4,885
$ 22,187
$ 27,072

~~Of the total severance, restructuring, and acquisition integration costs recognized in~~activities during the three months ended ~~October 1, 2017, $12.4 million, $4.2 million,~~April 4, 2021 and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 2, 2016, $2.9 million, $9.9 million, and $0.0 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.March 29, 2020:

Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 1, 2017, $26.5 million, $6.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 2, 2016, $6.8 million, $19.6 million, and $0.7 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.


	Severance		Other Restructuring and Integration Costs		Total Costs

Three Months Ended April 4, 2021	(In thousands)
Enterprise Solutions	$	1,044	$	871	$	1,915
Industrial Solutions	1,367		1,889		3,256
Total	$	2,411	$	2,760	$	5,171

Three Months Ended March 29, 2020
Enterprise Solutions	$	(632)	$	3,182	$	2,550
Industrial Solutions	(955)		2,024		1,069
Total	$	(1,587)	$	5,206	$	3,619

The other restructuring and integration costs primarily consisted of ~~non-cash pension settlement charges due in part to our restructuring activities as well as~~ equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the other ~~cash~~ restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.

~~There~~The following table summarizes the costs of the various programs described above as well as other immaterial programs and acquisition integration activities by financial statement line item in the Condensed Consolidated Statement of Operations:


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In Thousands)
Cost of sales	$	260	$	45
Selling, general and administrative expenses	4,911		3,574

Total	$	5,171	$	3,619

Accrued Severance

The table below sets forth severance activity that occurred for the Cost Reduction Program as well as the Acquisition Integration Program described above. The balances below are included in accrued liabilities.


	Three Months ended
	April 4, 2021		March 29, 2020

	(In thousands)
Beginning balance	$	7,085	$	19,575
New charges	2,060		2,529
Cash payments	(1,798)		(4,483)
Foreign currency translation	49		(89)
Other adjustments	0		(4,147)
Ending balance	$	7,396	$	13,385

The other adjustments were ~~no significant~~the result of changes in estimates. We experienced higher than expected voluntary turnover, and as a result, certain approved severance ~~accrual balances as of October 1, 2017 or December 31, 2016.~~

actions were not taken.

-18-

Note 9:13: Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt were as follows:


	October 1, 2017			December 31, 2016				April 4, 2021		December 31, 2020

	(In thousands)							(In thousands)
Revolving credit agreement due 2022	$	—		$	—		Revolving credit agreement due 2022	$	0	$	0
Senior subordinated notes:							Senior subordinated notes:
3.875% Senior subordinated notes due 2028							3.875% Senior subordinated notes due 2028	410,865		428,295
3.375% Senior subordinated notes due 2027	528,165			—			3.375% Senior subordinated notes due 2027	528,255		550,665
4.125% Senior subordinated notes due 2026	234,740			209,081			4.125% Senior subordinated notes due 2026	234,780		244,740
2.875% Senior subordinated notes due 2025	352,110			—			2.875% Senior subordinated notes due 2025	352,170		367,110
5.25% Senior subordinated notes due 2024	200,000			200,000
5.50% Senior subordinated notes due 2023	238,805			529,146
5.50% Senior subordinated notes due 2022	—			700,000
9.25% Senior subordinated notes due 2019	—			5,221
Total senior subordinated notes	1,553,820			1,643,448			Total senior subordinated notes	1,526,070		1,590,810

Less unamortized debt issuance costs	(23,743		)	(23,287		)	Less unamortized debt issuance costs	(16,362)		(17,084)
Long-term debt	$	1,530,077		$	1,620,161		Long-term debt	$	1,509,708	$	1,573,726

Revolving Credit Agreement due 2022

~~On May 16, 2017, we entered into an Amended and Restated~~Our Revolving Credit Agreement ~~(the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver~~ provides a $400.0 million multi-currency asset-based revolving credit ~~facility.~~facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We recognized a $0.8 million loss on debt extinguishment for unamortized debt issuance costs related to creditors no longer participating in the new Revolver. In connection with executing the Revolver, we paid $2.2 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of ~~October 1, 2017,~~April 4, 2021, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was ~~$314.1~~$269.2 million.

Senior Subordinated Notes

~~In July 2017, we completed an offering for €450.0~~We have outstanding €350.0 million ~~($509.5 million at issuance)~~ aggregate principal amount of ~~3.375%~~3.875% senior subordinated notes due ~~2027~~2028 (the ~~2027~~2028 Notes). The carrying value of the ~~2027~~2028 Notes as of ~~October 1, 2017~~April 4, 2021 is ~~$528.2~~$410.9 million. The ~~2027~~2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2026, 2025, 2024, and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year, beginning on January 15, 2018. We paid approximately $8.7 million of fees associated with the issuance of the 2027 Notes, which will be amortized over the life of the 2027 Notes using the effective interest method. We used the net proceeds from this offering and cash on hand to repurchase all of the $700.0 million 2022 Notes outstanding for cash consideration of $722.7 million. We recognized a $29.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We have outstanding €200.0 million aggregate principal amount of 4.125% senior subordinated notes due 2026 (the 2026 Notes). The carrying value of the 2026 Notes as of October 1, 2017 is $234.7 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2026 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2025, 2024, and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on April 15 and October 15 of each year.

In September 2017, we completed an offering for €300.0 million ($357.2 million at issuance) aggregate principal amount of 2.875% senior subordinated notes due 2025 (the 2025 Notes). The carrying value of the 2025 Notes as of October 1, 2017 is $352.1 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 20252028 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, ~~2024,~~ and ~~2023~~2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year, beginning on March 15, 2018. We paid approximately $5.7 million of fees associated with the issuance of the 2025 Notes, which will be amortized over the life of the 2025 Notes using the effective interest method. We used the net proceeds from this offering to repurchase €300.0 million of the €500.0 million 2023 Notes outstanding. See further discussion below.year.

We have outstanding ~~$200.0~~€450.0 million aggregate principal amount of ~~5.25%~~3.375% senior subordinated notes due ~~2024~~2027 (the ~~2024~~2027 Notes). The ~~2024~~carrying value of the 2027 Notes as of April 4, 2021 is $528.3 million. The 2027 Notes are guaranteed on a senior subordinated basis by ~~certain of~~ our current and future domestic subsidiaries. The ~~2024~~2027 Notes rank equal in right of payment with our senior subordinated notes due ~~2027,~~2028, 2026, ~~2025,~~ and ~~2023~~2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.

We ~~had~~have outstanding ~~€500.0~~€200.0 million aggregate principal amount of ~~5.5%~~4.125% senior subordinated notes due ~~2023~~2026 (the ~~2023~~2026 Notes). In September 2017, we repurchased €300.0 million of the €500.0 million 2023 Notes outstanding for cash consideration of $377.9 million and recognized a $21.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. The carrying value of the ~~2023~~2026 Notes as of ~~October 1, 2017~~April 4, 2021 is ~~$238.8~~$234.8 million. The ~~2023~~2026 Notes are guaranteed on a senior subordinated basis by ~~certain of~~ our current and future domestic subsidiaries. The ~~notes~~2026 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, ~~2026,~~and 2025 ~~and 2024~~ and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on April 15 and October 15 of each year.

We ~~had~~have outstanding ~~$5.2~~€300.0 million aggregate principal amount of ~~9.25%~~2.875% senior subordinated notes due ~~2019~~2025 (the ~~2019~~2025 Notes). ~~On June 15, 2017, we repaid~~The carrying value of the 2025 Notes as of April 4, 2021 is $352.2 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2026 and with any future subordinated debt, and they are subordinated to all of our senior debt and the ~~2019 Notes outstanding, plus accrued interest,~~senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and ~~recognized an immaterial loss on debt extinguishment related to unamortized debt issuance costs.~~September 15 of each year.

-19-

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of ~~October 1, 2017~~April 4, 2021 was approximately ~~$1,582.9~~$1,558.5 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair ~~values~~value of our senior subordinated notes with a carrying value of ~~$1,553.8~~$1,526.1 million as of ~~October 1, 2017.~~April 4, 2021.

Note ~~10:~~14: Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency ~~ledger.~~entity. As of ~~October 1, 2017, all~~April 4, 2021, €767.8 million of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations. The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in the euro exchange ~~rates.~~rate. The transaction gain or loss is reported in the ~~cumulative~~ translation adjustment section of other comprehensive income. ~~The amount of~~For the ~~cumulative translation adjustment~~three months ended April 4, 2021 and March 29, 2020, the transaction gain associated with ~~these notes at October 1, 2017~~the net investment hedge reported in other comprehensive income was ~~$25.3 million.~~$38.5 million and $54.7 million, respectively. During the three months ended March 29, 2020, we de-designated €532.2 million of our outstanding debt that was previously designated as a net investment hedge. After the de-designation, transaction gains or losses associated with this €532.2 million of debt are reported in income from continuing operations.

Note ~~11:~~15: Income Taxes

~~We recognized an income tax benefit of $11.1 million and $6.7 million for~~For the three ~~and nine~~ months ended ~~October 1, 2017, respectively, representing effective tax rates of 109.3% and (12.0)%, respectively. The effective tax rates were impacted by the following significant factors:~~

We recognized an income tax benefit of $2.5 million and $8.4 million in the three and nine months ended October 1, 2017, respectively, as a result of the implementation of a foreign tax credit planning strategy.

Foreign tax rate differences reduced our income tax expense by approximately $1.4 million and $8.4 million in the three and nine months ended October 1, 2017, respectively. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively.

~~We also recognized an income tax benefit of $6.4 million and $11.7 million in the three and nine months ended October 1, 2017, respectively, related to non-taxable currency translation gains.~~

~~All other items impacting the effective tax rate represented a net expense of $2.6 million and $2.3 million in the three and nine months ended October 1, 2017, respectively.~~

WeApril 4, 2021, we recognized income tax expense of ~~$2.4~~$7.9 million, ~~for the three months ended October 2, 2016,~~ representing an effective tax rate of ~~6.2%~~ 21.5%. WeThe effective tax rate was primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. For the three months ended March 29, 2020, we recognized an income tax ~~benefit~~expense of ~~$1.1~~$2.2 million, ~~for the nine months ended October 2, 2016,~~ representing an effective tax rate of ~~(1.2)%~~12.8%. The effective tax ~~rates were~~rate was impacted by ~~the following significant factors:~~

~~We recognized $2.9~~a $1.1 million ~~and $11.0 million of~~income tax benefit for certain foreign tax credits in the three ~~and nine~~ months ended ~~October 2, 2016, respectively, as the result of securing a significant tax deduction for a foreign currency loss by implementing several transactions related to our international tax structure.~~March 29, 2020.

We also recognized a $7.0 million tax benefit in the nine months ended October 2, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we secured a Private Letter Ruling from the Internal Revenue Service that effectively increased the tax basis in the acquired assets to the full fair value. Accordingly, a book-tax difference was eliminated, and we reversed deferred tax liabilities previously recorded, resulting in the tax benefit.

In the three and nine months ended October 2, 2016, we recognized tax benefits of $2.2 million and $6.0 million, respectively, as a result of reducing a deferred tax valuation allowance related to net operating loss carryforwards in a foreign jurisdiction. Based on certain restructuring transactions in the nine months ended October 2, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the nine months ended October 2, 2016 were partially offset by a $2.7 million tax expense to record a liability for uncertain tax positions in one of our foreign jurisdictions.

Note ~~12:~~16: Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans:


	Pension Obligations				Other Postretirement Obligations
Three Months Ended	April 4, 2021		March 29, 2020		April 4, 2021		March 29, 2020

	(In thousands)
Service cost	$	886	$	932	$	9	$	8
Interest cost	1,806		2,337		177		202
Expected return on plan assets	(3,668)		(3,940)		0		0
Amortization of prior service cost	28		44		0		0
Actuarial losses (gains)	979		677		(6)		(19)
Net periodic benefit cost	$	31	$	50	$	180	$	191

Pension Obligations Other Postretirement Obligations
Three Months Ended October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016

(In thousands)
Service cost $ 1,206
$ 1,282
$ 14
$ 11
Interest cost 1,822
2,202
344
305
Expected return on plan assets (2,487 ) (2,931 ) —
—
Amortization of prior service credit (10 ) (11 ) —
(11 )
Actuarial losses 633
659
23
29
Settlement loss —
7,385
—
—
Net periodic benefit cost $ 1,164
$ 8,586
$ 381
$ 334
Nine Months Ended
Service cost $ 3,549
$ 4,118
$ 41
$ 40
Interest cost 5,391
7,020
1,000
1,152
Expected return on plan assets (7,415 ) (9,339 ) —
—
Amortization of prior service credit (30 ) (29 ) —
(33 )
Actuarial losses 1,866
2,067
68
260
Settlement loss —
7,385
—
—
Net periodic benefit cost $ 3,361
$ 11,222
$ 1,109
$ 1,419

Note ~~13:~~17: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive ~~income:~~

income (losses):

-20-

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016

(In thousands)
Net income $ 945
$ 36,072
$ 62,417
$ 94,363
Foreign currency translation loss, net of $1.1 million, $0.4 million, $1.5 million, and $1.5 million tax, respectively (19,535 ) (8,762 ) (46,478 ) (9,855 )
Adjustments to pension and postretirement liability, net of $0.2 million, $3.1 million, $0.7 million, and $3.7 million tax, respectively 397
4,952
1,171
5,934
Total comprehensive income (loss) (18,193 ) 32,262
17,110
90,442
Less: Comprehensive loss attributable to noncontrolling interest (66 ) (91 ) (306 ) (318 )
Comprehensive income (loss) attributable to Belden $ (18,127 ) $ 32,353
$ 17,416
$ 90,760


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Net income (loss)	$	28,741	$	(11,219)
Foreign currency translation adjustments, net of $0.0 million and $1.0 million tax, respectively	52,764		21,790
Adjustments to pension and postretirement liability, net of $0.2 million and $0.1 million tax, respectively	764		383
Total comprehensive income	82,269		10,954
Less: Comprehensive loss attributable to noncontrolling interests	(122)		(180)
Comprehensive income attributable to Belden	$	82,391	$	11,134

The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows:

Foreign
Currency
Translation
Component

Pension and
Other
Postretirement
Benefit Plans

Accumulated
Other
Comprehensive
Income (Loss)

(In thousands)
Balance at December 31, 2016 $ (4,661 ) $ (34,406 ) $ (39,067 )
Other comprehensive loss attributable to Belden before reclassifications (46,446 ) —
(46,446 )
Amounts reclassified from accumulated other comprehensive income (loss) —
1,171
1,171
Net current period other comprehensive loss attributable to Belden (46,446 ) 1,171
(45,275 )
Balance at October 1, 2017 $ (51,107 ) $ (33,235 ) $ (84,342 )


	Foreign Currency Translation Component		Pension and Other Postretirement Benefit Plans		Accumulated Other Comprehensive Income (Loss)

	(In thousands)
Balance at December 31, 2020	$	(131,181)	$	(60,670)	$	(191,851)
Other comprehensive loss attributable to Belden before reclassifications	52,961		0		52,961
Amounts reclassified from accumulated other comprehensive income (loss)	0		764		764
Net current period other comprehensive gain (loss) attributable to Belden	52,961		764		53,725
Balance at April 4, 2021	$	(78,220)	$	(59,906)	$	(138,126)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the ~~nine~~three months ended ~~October 1, 2017:~~April 4, 2021:


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income		Amount Reclassified from Accumulated Other Comprehensive Income		Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income

	(In thousands)					(In thousands)
Amortization of pension and other postretirement benefit plan items:					Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	1,934		(1)	Actuarial losses	$	973	(1)
Prior service credit	(30		)	(1)
Prior service cost					Prior service cost	28		(1)
Total before tax	1,904				Total before tax	1,001
Tax benefit	(733		)		Tax benefit	(237)
Total net of tax	$	1,171			Total net of tax	$	764

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note ~~12)~~16).

~~Note 14: Preferred Stock~~

On July 26, 2016, we issued 5.2 million depositary shares, each of which represents 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock (the Preferred Stock), for an offering price of $100 per depositary share. Holders of the Preferred Stock may elect to convert their shares into common stock at any time prior to the mandatory conversion date. Unless earlier converted, each share of Preferred Stock will automatically convert into common stock on or around July 15, 2019 into between 120.46 and 132.50 shares of Belden common stock, subject to customary anti-dilution adjustments. This represents a range of 6.2 million to 6.9 million shares of Belden common stock to be issued upon conversion. The number of shares of Belden common stock issuable upon the mandatory conversion of the Preferred Stock will be determined based upon the volume-weighted average price of Belden’s common stock over the 20 day trading period beginning on, and including, the 22nd scheduled trading day prior to July 15, 2019. The net proceeds from this offering were approximately $501 million. The net proceeds are for general corporate purposes. With respect to dividend and liquidation rights, the Preferred Stock ranks senior to our common stock and junior to all of our existing and future indebtedness. During the three and nine months ended October 1, 2017, dividends on the Preferred Stock were $8.7 million and $26.2 million, respectively.

Note ~~15:~~18: Share ~~Repurchases~~Repurchase

On ~~May 25, 2017,~~November 29, 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to ~~$200.0~~$300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. ~~The program does not have an expiration date and may be suspended at any time at the discretion of the Company.~~ During ~~both~~ the three ~~and nine~~ months ended ~~October 1, 2017,~~April 4, 2021, we did not repurchase any stock. During the three months ended March 29, 2020, we repurchased ~~0.2~~0.6 million shares of our common stock under the share repurchase program for an aggregate cost of ~~$11.5~~$21.2 million ~~and~~at an average price per share of ~~$76.16.~~

$35.85.

-21-

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

Overview

Belden Inc. (the Company, us, we, or our) is a ~~signal transmission~~global supplier of specialty networking solutions ~~company~~ built around ~~four~~two global business platforms ~~– Broadcast Solutions,~~- Enterprise Solutions ~~Industrial Solutions,~~ and ~~Network~~Industrial Solutions. Our comprehensive portfolio of ~~signal transmission~~ solutions ~~provides industry leading~~enables customers to transmit and secure ~~and reliable transmission of~~ data, sound, and video for mission critical ~~applications.~~applications across complex enterprise and industrial environments.

We strive for operational excellence through the execution of our Belden Business System, which includes three areas of focus: Lean enterprise initiatives, our Market Delivery System, and our Talent Management System. Through operational excellence we generate ~~significant~~ free cash flow on an annual basis. We utilize the cash flow generated by our business to fuel our continued transformation and generate shareholder value. We believe our business system, balance across markets and geographies, systematic go-to-market approach, extensive portfolio of innovative solutions, commitment to Lean principles, and improving margins present a unique value proposition for shareholders.

We use a set of tools and processes that are designed to continuously improve business performance in the critical areas of quality, delivery, cost, and innovation. We consider revenue growth, Adjusted EBITDA margin, free cash flows, and return on invested capital to be our key operating performance indicators. We also seek to acquire businesses that we believe can help us achieve these objectives.

Trends and Events

The following trends and events during ~~2017~~2021 have had varying effects on our financial condition, results of operations, and cash flows.

Global Pandemic

On March 11, 2020, the World Health Organization (WHO) declared the outbreak of the novel coronavirus (COVID-19) a pandemic. Since the beginning of the pandemic, our foremost focus has been on the health and safety of our employees and customers. In response to the outbreak, to protect the health and safety of our employees, we modified practices at our manufacturing locations and offices to adhere to guidance from the WHO, the U.S. Centers for Disease Control and Prevention and other local health and governmental authorities with respect to social distancing, physical separation, personal protective equipment and sanitization. As vaccinations become more prevalent and more employees return to our offices, many of these safeguards will continue.

Our suppliers, distributors, and other partners have similarly had their operations disrupted, and in regions of the world where infection rates have remained high, human suffering and market disruptions continue. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by local or foreign governmental authorities, or that we determine are in the best interests of our employees and customers.

Foreign currency

Our exposure to currency rate fluctuations primarily relates to exchange rate movements between the U.S. dollar and the Euro, Canadian dollar, Hong Kong dollar, Chinese yuan, ~~Japanese yen,~~ Mexican peso, Australian dollar, British pound, Indian rupee, and Brazilian real. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. ~~During the nine months ended October 1, 2017, approximately 47%~~Approximately 49% of our consolidated revenues during the quarter ended April 4, 2021 were to customers outside of the U.S.

In addition to the translation impact described above, currency rate fluctuations have an economic impact on our financial results. As the U.S. dollar strengthens or weakens against foreign currencies, it results in a relative price increase or decrease for certain of our products that are priced in U.S. dollars in a foreign location.

-22-

Commodity prices

Our operating results can be affected by changes in prices of commodities, primarily copper and compounds, which are components in some of the products we sell. Generally, as the costs of inventory purchases increase due to higher commodity prices, we raise selling prices to customers to cover the increase in costs, resulting in higher sales revenue but a lower gross profit percentage. Conversely, a decrease in commodity prices would result in lower sales revenue but a higher gross profit percentage. Selling prices of our products are affected by many factors, including end market demand, capacity utilization, overall economic conditions, and commodity prices. During periods of inflation, if we are unable to raise prices timely and sufficiently to recover our material costs, our earnings could decline. We are mindful of ongoing inflationary pressures and as a result, proactively implement selling price increases and cost control measures. Importantly, however, there is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.

Channel Inventory

Our operating results also can be affected by the levels of Belden products purchased and held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold the products they bought from us in their inventory in order to meet the service and on-time delivery requirements of their customers. Generally, as our channel partners and customers change the level of products they buy from us and hold in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory. We use information provided to us by our channel partners

and make certain assumptions based on our sales to them to determine the amount of products they bought from us and hold in their inventory. As such, all references to the effect of channel inventory changes are estimates.

Market Growth and Market Share

The markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players. We monitor available data regarding market growth, including independent market research reports, publicly available indices, and the financial results of our direct and indirect peer companies, in order to estimate the extent to which our served markets grew or contracted during a particular period. We expect that our unit sales volume will increase or decrease consistently with the market growth rate. Our strategic goal is to utilize our Market Delivery System to target faster growing geographies, applications, and trends within our end markets, in order to achieve growth that is higher than the general market growth rate. To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.

~~Operating Segments~~OTN acquisition

~~To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination~~We acquired 100% of the ~~prior Industrial IT Solutions and Network Security Solutions segments. The formation~~shares of OTN on January 29, 2021 for a purchase price, net of cash acquired, of $73.3 million. OTN, based in Olen, Belgium, is a ~~natural evolution~~leading provider of easy to use and highly-reliable network solutions tailored for specific applications in harsh, mission-critical environments. The acquisition of OTN supports one of our key strategic priorities related to the growing demand for industrial automation by adding proprietary technology and mission-critical hardware and software products for more complete end-to-end solutions. The results of OTN have been included in our ~~organic~~Condensed Consolidated Financial Statements from January 29, 2021, and ~~inorganic strategies for~~are reported within the Industrial Solutions segment. See Note 3.

Long-lived asset impairment

During the first quarter of 2021, we committed to a ~~range of industrial~~plan to sell an oil and ~~non-industrial applications. We have revised the prior period segment information to conform to the change in the composition of these reportable segments. In connection with this change,~~gas cable business and determined that we ~~re-evaluated the useful life~~met all of the ~~Tripwire trademark~~criteria to classify the assets and ~~concluded that an indefinite life~~liabilities of this business as held for sale. The business is ~~no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use~~part of the ~~Tripwire trademark changes. We began amortizing~~Industrial Solutions segment. The carrying value of the ~~Tripwire trademark~~disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $3.4 million. Therefore, we recognized an impairment charge in Selling, General and Administrative Expenses equal to this amount in the first quarter of ~~2017, which resulted in amortization expense~~2021. The impairment charge is excluded from Segment EBITDA of ~~$0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively. As of October 1, 2017, the net book value of the Tripwire trademark was $28.6 million. See Note 4.~~

~~Acquisitions~~

~~We completed the acquisition of Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017. The results of Thinklogical have been included in~~ our ~~Consolidated Financial Statements from the acquisition date and are reported in the Broadcast~~Industrial Solutions segment. See Note 2.4.

~~Industrial Manufacturing Footprint~~

-23-

Opterna earn-out

Our acquisition of Opterna International Corp. (Opterna) in 2019 included potential earn-out consideration. As of the acquisition date, we estimated the fair value of the earn-out to be $5.8 million. As of April 4, 2021, the financial targets tied to the earn-out were not expected to be achieved. We reduced the earn-out liability to zero and recognized a $5.8 million benefit in Selling, General and Administrative Expenses in the three months ended April 4, 2021. This benefit was excluded from Segment EBITDA of our Enterprise Solutions segment.

Cost Reduction Program

~~In 2016,~~During the fourth quarter of 2019, we began a cost reduction program to ~~consolidate our manufacturing footprint. The manufacturing consolidation is expected~~improve performance and enhance margins by streamlining the organizational structure and investing in technology to ~~be completed in 2018.~~drive productivity. We recognized ~~$11.4 million and $25.3~~$2.3 million of severance and other restructuring costs for this program during the three ~~and nine~~ months ended ~~October 1, 2017, respectively.~~April 4, 2021. The ~~costs were incurred by the Enterprise Solutions~~cost reduction program is expected to deliver an estimated $60.0 million reduction in selling, general, and ~~Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms.~~administrative expenses on an annual basis. We expect to incur incremental costs of approximately $7$6 million for this program. See Note 12.

Acquisition Integration Program

~~Long-term Debt~~

In July 2017, we issued €450.0 million aggregate principal amount of new senior subordinated notes due 2027 at an interest rate of 3.375%. We used the net proceeds of this offering and cash on hand to repurchase all of our outstanding $700.0 million 5.5% senior subordinated notes due 2022. In September, we issued €300.0 million aggregate principal amount of new senior subordinated notes due 2025 at an interest rate of 2.875%. We used the net proceeds of this offering to repurchase €300.0 million of our outstanding €500.0 million 5.5% senior subordinated notes due 2023. We recognized a loss on debt extinguishment in the third quarterincur incremental costs of approximately ~~$51.6~~$2.4 million for ~~the premium paid to the bond holders to retire the 2022 and 2023 notes and for the unamortized debt issuance costs that we wrote-off.~~

In May 2017, we entered into an Amended and Restated Credit Agreement (the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver provides a $400.0 million multi-currency asset-based revolving credit facility. We recognized a $0.8 million loss on debt extinguishment for unamortized debt issuance costs related to creditors no longer participatingthis program in the new Revolver. In connection with executing the Revolver, we paid $2.2 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of October 1, 2017, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $314.1 million. Additionally, in June 2017, we repaid all of the outstanding $5.2 million aggregate principal amount of 9.25% senior subordinated notes due 2019, plus accrued interest, and recognized an immaterial loss on debt extinguishment related to unamortized debt issuance costs. 2021. See Note 9.

12.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.

Critical Accounting Policies

During the ~~nine~~three months ended ~~October 1, 2017:~~April 4, 2021:

•We did not change any of our existing critical accounting policies from those listed in our ~~2016~~2020 Annual Report on Form 10-K;

•No existing accounting policies became critical accounting policies because of an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and

•There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were ~~developed, except for the change in the Tripwire trademark discussed above.~~developed.

Results of Operations

Consolidated Income before Taxes


	Three Months Ended
	April 4, 2021		March 29, 2020		% Change

	(In thousands, except percentages)
Revenues	$	536,381	$	463,526	15.7	%
Gross profit	191,344		170,501		12.2	%
Selling, general and administrative expenses	(98,449)		(98,389)		0.1	%
Research and development expenses	(31,500)		(26,219)		20.1	%
Amortization of intangibles	(9,947)		(16,185)		(38.5)	%
Operating income	51,448		29,708		73.2	%
Interest expense, net	(15,511)		(13,324)		16.4	%
Non-operating pension benefit	684		699		(2.1)	%
Income from continuing operations before taxes	36,621		17,083		114.4	%

-24-

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016
%
Change
October 1, 2017 October 2, 2016
%
Change

(In thousands, except percentages)
Revenues $ 621,745
$ 601,109
3.4 % $ 1,783,759
$ 1,744,237
2.3 %
Gross profit 239,824
245,962
(2.5 )% 704,447
719,210
(2.1 )%
Selling, general and administrative expenses (116,429 ) (126,662 ) (8.1 )% (346,786 ) (372,125 ) (6.8 )%
Research and development (35,442 ) (33,512 ) 5.8 % (105,108 ) (106,297 ) (1.1 )%
Amortization of intangibles (27,162 ) (23,808 ) 14.1 % (77,944 ) (75,603 ) 3.1 %
Operating income 60,791
61,980
(1.9 )% 174,609
165,185
5.7 %
Interest expense, net (19,385 ) (23,513 ) (17.6 )% (66,424 ) (71,958 ) (7.7 )%
Loss on debt extinguishment (51,594 ) —
100.0 % (52,441 ) —
100.0 %
Income (loss) before taxes (10,188 ) 38,467
(126.5 )% 55,744
93,227
(40.2 )%

Revenues increased $72.9 million in the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 from the comparable ~~periods~~period of ~~2016~~2020 due to the following factors:

•Higher ~~copper costs contributed $5.1~~sales volume primarily from industrial automation and broadband and 5G products resulted in a $35.9 million ~~and $22.6 million to the~~ increase in ~~revenues~~revenues.

•Copper prices had a $23.8 million favorable impact on revenues.

•Currency translation had a $9.1 million favorable impact on revenues.

•Acquisitions contributed an estimated $4.1 million in revenues.

Gross profit increased $20.8 million in the three ~~and nine~~ months ended ~~October 1, 2017, respectively.~~

•~~Acquisitions contributed $11.6 million and $21.8 million to the increase in revenues, respectively.~~

•~~Currency translation had an $8.1 million favorable impact and a $2.3 million unfavorable impact to revenues, respectively.~~

•~~Lower sales volume resulted in a $4.2 million and $2.5 million decrease in revenues, respectively.~~

~~Gross profit decreased in the three and nine months ended October 1, 2017~~April 4, 2021 from the comparable ~~periods~~period of ~~2016~~2020 due to the increases in severance, restructuring, and acquisition integration costs in cost of sales of $9.5 million and $19.7 million, respectively, and declines in volume. These decreases were partially offset by the impact of acquisitions and productivity resulting from our restructuring actions. Furthermore, the increase in copper costs which result in higher revenues as discussed ~~above, has minimal impact to gross profit dollars, and as a result, lowers gross profit margins.~~above.

Selling, general and administrative expenses decreased $10.2 million and $25.3 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016. Decreases in severance, restructuring, and acquisition integration costs contributed $5.7 million and $13.4 million, respectively. The remaining decreases were primarily due to improved productivity.

~~Research and development expenses~~ increased ~~$1.9~~$0.1 million in the three months ended ~~October 1, 2017~~April 4, 2021 from the comparable period of ~~2016. Acquisitions,~~2020. The impact of currency ~~translation,~~translation; acquisitions; and increases in severance, restructuring and acquisition integration costs ~~contributed~~

~~$0.5 million, $0.4 million, and $0.1 million, respectively, to~~offset the ~~increase in research and development expense in the three months ended October 1, 2017. The remaining increase is due to investments in research and development.~~

benefits realized from our Cost Reduction Program.

Research and development expenses decreased $1.2 million in the nine months ended October 1, 2017 from the comparable period of 2016. Improved productivity, currency translation, and decreases in severance, restructuring, and acquisition integration costs contributed $1.1 million, $0.4 million, and $0.6 million, respectively, to the decrease in research and development expense in the nine months ended October 1, 2017. These decreases were partially offset by the impact of acquisitions, which increased ~~research and development expense by $0.9 million in the nine months ended October 1, 2017.~~

Amortization of intangibles increased $3.4 million and $2.3 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016. This is primarily due to the acquisition of Thinklogical and amortization from the Tripwire trademark, which we began amortizing in 2017. These increases were partially offset by the intangible assets classified as held for sale for which we ceased amortizing in the fourth quarter of 2016 (see Note 3).

~~Operating income decreased $1.2~~$5.3 million in the three months ended ~~October 1, 2017~~April 4, 2021 from the comparable period of ~~2016~~2020 primarily due to ~~the decrease~~increased investments in gross profit, increase in research and development, and increase in amortization expense, partially offset by the decrease in selling, general and administrative expenses discussed above. Operating income increased $9.4R&D projects as we continue our commitment to growth initiatives.

Amortization of intangibles decreased $6.2 million in the ~~nine~~three months ended ~~October 1, 2017~~April 4, 2021 from the comparable period of ~~2016~~2020 primarily due to certain intangible assets becoming fully amortized.

Operating income increased $21.7 million in the ~~decrease in selling, general and administrative expenses and research and development, partially offset by~~three months ended April 4, 2021 from the ~~decrease~~comparable period of 2020 primarily as a result of the increase in gross profit ~~and increase in amortization expense~~ discussed above.

Net interest expense ~~decreased $4.1~~increased $2.2 million ~~and $5.5 million, respectively,~~ in the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 from the comparable ~~periods~~period of ~~2016 as a result of debt transactions during 2017. In July 2017, we issued €450.0~~2020 primarily due to currency translation.

Income from continuing operations before taxes increased $19.5 million aggregate principal amount of new senior subordinated notes due 2027 at an interest rate of 3.375%. We used the net proceeds of this offering and cash on hand to repurchase all of our outstanding $700.0 million 5.5% senior subordinated notes due 2022. In September 2017, we issued €300.0 million aggregate principal amount of new senior subordinated notes due 2025 at an interest rate of 2.875%. We used the net proceeds of this offering to repurchase €300.0 million of our outstanding €500.0 million 5.5% senior subordinated notes due 2023.

~~Loss on debt extinguishment was $51.6 million and $52.4 million, respectively,~~ in the three ~~and nine~~ months ended ~~October 1, 2017 as a result~~April 4, 2021 from the comparable period of ~~debt transactions during 2017. The loss on debt extinguishment recognized in the third quarter of 2017 represents the premium paid~~2020 primarily due to the ~~bond holders to retire the 2022 and 2023 notes and for the unamortized debt issuance costs written-off. The additional $0.8 million~~increase in the nine months ended October 1, 2017 represents the unamortized debt issuance costs that were written-off for the creditors no longer participating in the Revolving Credit Agreement, which we refinanced in May 2017 (see Note 9).operating income discussed above.

Income Taxes


	Three Months Ended						%
	April 4, 2021			March 29, 2020			Change

	(In thousands, except percentages)
Income before taxes	$	36,621		$	17,083		114.4	%
Income tax expense	7,880			2,192			259.5	%
Effective tax rate	21.5		%	12.8		%

For the three months ended ~~October 1, 2017,~~April 4, 2021, we recognized a $10.2 million loss before taxes, as compared to $38.5 million of income before taxes in the year ago period. Income before taxes decreased $37.5 million in the nine months ended October 1, 2017 from the comparable period of 2016. In addition to the changes in operating income, these decreases are predominantly due to the loss on debt extinguishment, partially offset by the decrease in interest expense, both discussed above (see Note 9).

~~Income Taxes~~

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016
%
Change
October 1, 2017 October 2, 2016
%
Change

(In thousands, except percentages)
Income (loss) before taxes $ (10,188 ) $ 38,467
(126.5 )% $ 55,744
$ 93,227
(40.2 )%
Income tax benefit (expense) 11,133
(2,395 ) (564.8 )% 6,673
1,136
487.4 %
Effective tax rate 109.3 % 6.2 % (12.0 )% (1.2 )%

We recognized an income tax benefit of $11.1 million and $6.7 million for the three and nine months ended October 1, 2017, respectively, representing effective tax rates of 109.3% and (12.0)%, respectively. The effective tax rates were impacted by the following significant factors:

~~We also recognized an income tax benefit of $6.4 million and $11.7 million in the three and nine months ended October 1, 2017, respectively, related to non-taxable currency translation gains.~~

~~All other items impacting the effective tax rate represented a net expense of $2.6 million and $2.3 million in the three and nine months ended October 1, 2017, respectively.~~

We recognized income tax expense of ~~$2.4~~$7.9 million, ~~for the three months ended October 2, 2016,~~ representing an effective tax rate of ~~6.2%~~ 21.5%. WeThe effective tax rate was primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. For the three months ended March 29, 2020, we recognized an income tax ~~benefit~~expense of ~~$1.1~~$2.2 million, ~~for the nine months ended October 2, 2016,~~ representing an effective tax rate of ~~(1.2%)~~12.8%. The effective tax ~~rates were~~rate was impacted by ~~the following significant factors:~~

~~Our income tax expense and effective tax rate in future periods may be impacted by many factors, including our geographic mix of income and changes in tax laws.~~

Consolidated Adjusted Revenues and Adjusted EBITDA


	Three Months Ended						%
	April 4, 2021			March 29, 2020			Change

	(In thousands, except percentages)
Adjusted Revenues	$	536,381		$	463,526		15.7	%
Adjusted EBITDA	80,120			60,843			31.7	%
as a percent of adjusted revenues	14.9		%	13.1		%

-25-

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016
%
Change
October 1, 2017 October 2, 2016
%
Change

(In thousands, except percentages)
Adjusted Revenues $ 621,745
$ 602,468
3.2 % $ 1,783,759
$ 1,749,649
1.9 %
Adjusted EBITDA 119,237
111,545
6.9 % 324,075
308,720
5.0 %
as a percent of adjusted revenues 19.2 % 18.5 % 18.2 % 17.6 %

Adjusted Revenues increased $72.9 million in the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 from the comparable ~~periods~~period of ~~2016~~2020 due to the following factors:

•~~Acquisitions contributed $11.6~~Copper prices had a $23.8 million ~~and $21.8 million to the increase in revenues, respectively.~~favorable impact on revenues.

•Currency translation had ~~an $8.1~~a $9.1 million favorable impact ~~and a $2.3~~on revenues.

•Acquisitions contributed an estimated $4.1 million ~~unfavorable impact to revenues, respectively.~~in revenues.

•~~Lower sales volume resulted in a $5.6 million and $7.9 million decrease in revenues, respectively.~~

Adjusted EBITDA increased $19.3 million in the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 from the comparable ~~periods~~period of ~~2016~~2020 primarily due to ~~improved productivity resulting from our restructuring actions and proven Lean enterprise system.~~leverage on higher sales volume, as discussed above. Accordingly, ~~as compared to the year ago periods,~~Adjusted EBITDA ~~margins expanded 70 basis points and 60 basis points for~~margin in the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 expanded to ~~19.2% and 18.2%, respectively.~~

14.9% from 13.1% in the comparable period of 2020.

Use of Non-GAAP Financial Information

Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow are non-GAAP financial measures. In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide non-GAAP operating results adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain revenues and gains (losses) from patent settlements; discontinued operations; and other costs. We adjust for the items listed above in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for the purchase accounting effect of recording deferred revenue at fair value in order to reflect the revenues that would have otherwise been recorded by acquired businesses had they remained as independent entities. We believe this presentation is useful in evaluating the underlying performance of acquired companies. Similarly, we adjust for other acquisition-related expenses, such as amortization of intangibles and other impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. The following tables reconcile our GAAP results to our non-GAAP financial measures:

-26-

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016

(In thousands, except percentages)
GAAP revenues $ 621,745
$ 601,109
$ 1,783,759
$ 1,744,237
Deferred revenue adjustments (1) —
1,359
—
5,412
Adjusted revenues $ 621,745
$ 602,468
$ 1,783,759
$ 1,749,649

GAAP net income attributable to Belden $ 1,027
$ 36,160
$ 62,691
$ 94,649
Loss on debt extinguishment 51,594
—
52,441
—
Amortization of intangible assets 27,162
23,808
77,944
75,603
Interest expense, net 19,385
23,513
66,424
71,958
Severance, restructuring, and acquisition integration costs (2) 16,679
12,795
32,839
27,072
Depreciation expense 11,683
11,603
34,594
35,253
Purchase accounting effects related to acquisitions (3) 2,922
—
4,089
195
Deferred gross profit adjustments (1) —
1,359
—
5,412
Income tax expense (benefit) (11,133 ) 2,395
(6,673 ) (1,136 )
Noncontrolling interest (82 ) (88 ) (274 ) (286 )
Adjusted EBITDA $ 119,237
$ 111,545
$ 324,075
$ 308,720

GAAP net income margin 0.2 % 6.0 % 3.5 % 5.4 %
Adjusted EBITDA margin 19.2 % 18.5 % 18.2 % 17.6 %


	Three Months Ended
	April 4, 2021			March 29, 2020

	(In thousands, except percentages)
GAAP and adjusted revenues	$	536,381		$	463,526



GAAP net income (loss)	$	28,741		$	(11,219)
Loss from discontinued operations, net of tax	—			26,110

Amortization of intangible assets	9,947			16,185
Interest expense, net	15,511			13,324
Depreciation expense	11,560			10,282
Severance, restructuring, and acquisition integration costs (1)	5,171			3,619
Income tax expense	7,880			2,192
Amortization of software development intangible assets	689			330
Adjustments related to acquisitions and divestitures (2)	621			20
Adjusted EBITDA	$	80,120		$	60,843

GAAP net income (loss) margin	5.4		%	(2.4)		%
Adjusted EBITDA margin	14.9		%	13.1		%

~~(2)~~ See Note 8, 12, Severance, Restructuring, and Acquisition Integration Activities, for ~~details~~.details.

Segment Results of Operations

For additional information regarding our segment measures, see Note 46 to the Condensed Consolidated Financial Statements.

~~Broadcast~~Enterprise Solutions


	Three Months Ended						%
	April 4, 2021			March 29, 2020			Change

	(In thousands, except percentages)
Segment Revenues	$	226,355		$	212,213		6.7	%
Segment EBITDA	28,106			24,712			13.7	%
as a percent of segment revenues	12.4		%	11.6		%

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016
%
Change
October 1, 2017 October 2, 2016
%
Change

(In thousands, except percentages)
Segment Revenues $ 193,753
$ 196,173
(1.2 )% $ 550,420
$ 560,966
(1.9 )%
Segment EBITDA 35,671
36,545
(2.4 )% 90,681
89,317
1.5 %
as a percent of segment revenues 18.4 % 18.6 % 16.5 % 15.9 %

~~Broadcast~~Enterprise Solutions revenues ~~decreased in both the three and nine months ended October 1, 2017 from the comparable periods of 2016 primarily due to decreases in sales volume of $14.2~~increased $14.1 million and $26.0 million, respectively. The decline in volume was most notable in North America, and adversely impacted by natural disasters. Furthermore, a product line transfer to the Enterprise Solutions segment contributed $1.0 million and $4.3 million to the decrease in revenues, respectively. Currency translation had a $1.2 million favorable impact and a $2.1 million unfavorable impact on revenues in the three and nine months ended October 1, 2017, respectively. The acquisition of Thinklogical contributed $11.6 million and $21.8 million of revenues, respectively.

Broadcast Solutions EBITDA decreased $0.8 million and increased $1.4 million in the three and nine months ended October 1, 2017 from the comparable periods of 2016, respectively. The decline in EBITDA in the three months ended ~~October 1, 2017 is primarily attributable to~~April 4, 2021 from the ~~decline~~comparable period of 2020. The year-over-year increase in revenues ~~discussed above. The increase in EBITDA in the nine months ended October 1, 2017 is~~was primarily due to ~~improved productivity resulting from our restructuring actions~~higher copper prices, favorable currency translation, and ~~acquisition integration activities. As a result, EBITDA margins expanded to 16.5%, an improvement~~increases in volume of ~~60 basis points over the year ago period.~~

~~Enterprise Solutions~~

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016
%
Change
October 1, 2017 October 2, 2016
%
Change

(In thousands, except percentages)
Segment Revenues $ 167,089
$ 156,658
6.7 % $ 473,504
$ 452,951
4.5 %
Segment EBITDA 26,409
27,294
(3.2 )% 77,310
80,605
(4.1 )%
as a percent of segment revenues 15.8 % 17.4 % 16.3 % 17.8 %

$10.0 million, $2.5 million, and $1.6 million, respectively.

Enterprise Solutions ~~revenues~~EBITDA increased ~~$10.4 million and $20.5~~$3.4 million in the three ~~and nine~~ months ended October 1, 2017 from the comparable periods of 2016, respectively. Higher copper costs resulted in an increase in revenues of $2.4 million and $11.6 million, respectively. Volume growth had a $4.7 million and $5.1 million favorable impact on revenues, respectively, primarily driven by our successful commercial programs, as well as growth in our connectivity and Category 6A cable products. A product line transfer from our Broadcast Solutions segment contributed $1.0 million and $4.3 million, respectively. Currency translation had a $2.3 million favorable impact on revenues and $0.5 million unfavorable impact on revenues, respectively.

~~Enterprise Solutions EBITDA decreased in the three and nine months ended October 1, 2017~~April 4, 2021 compared to the year ago ~~periods~~period primarily ~~because we have been unable to fully pass through~~as a result of the ~~rise~~increase in ~~copper costs to~~revenues discussed above coupled with the benefits realized from our ~~customers.~~Cost Reduction Program.

-27-

Industrial Solutions


	Three Months Ended								Nine Months Ended									Three Months Ended						%
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change			April 4, 2021			March 29, 2020			Change

	(In thousands, except percentages)																	(In thousands, except percentages)
Segment Revenues	$	160,471		$	149,847		7.1	%	$	465,907		$	438,746		6.2	%	Segment Revenues	$	310,026		$	251,313		23.4	%
Segment EBITDA	30,545			23,649			29.2	%	87,314			73,700			18.5	%	Segment EBITDA	51,363			35,527			44.6	%
as a percent of segment revenues	19.0		%	15.8		%			18.7		%	16.8		%			as a percent of segment revenues	16.6		%	14.1		%

Industrial Solutions revenues increased ~~$10.6~~$58.7 million ~~and $27.1 million, respectively,~~ in the three ~~and nine~~ months ended ~~October 1, 2017~~April 4, 2021 from the comparable ~~periods~~period of 2016. Increases in volume resulted in revenue growth of $5.4 million and $15.4 million, respectively. We experienced strong organic growth in discrete manufacturing, with robust demand from machine builders primarily driven by increased investments in automation. Higher copper costs resulted in an2020. The increase in revenues ~~of $2.6 million and $10.9 million, respectively, and~~in the three months ended April 4, 2021 was primarily due to increases in volume, higher copper prices, favorable currency translation, ~~resulted in an increase in revenues~~and acquisitions of ~~$2.6~~$34.2 million, $13.8 million, $6.6 million, and ~~$0.8~~$4.1 million, respectively.

Industrial Solutions EBITDA increased ~~$6.9~~$15.8 million and $13.6 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016 primarily due to leverage on volume and productivity gains. Accordingly, Industrial Solutions EBITDA margins expanded a robust 320 basis points and 190 basis points to 19.0% and 18.7%, respectively.

~~Network Solutions~~

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016
%
Change
October 1, 2017 October 2, 2016
%
Change

(In thousands, except percentages)
Segment Revenues $ 100,432
$ 99,790
0.6 % $ 293,928
$ 296,986
(1.0 )%
Segment EBITDA 24,906
24,448
1.9 % 65,563
66,715
(1.7 )%
as a percent of segment revenues 24.8 % 24.5 % 22.3 % 22.5 %

Network Solutions revenues increased $0.6 million and decreased $3.1 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016. Currency translation had a $2.0 million favorable impact on revenues and $0.5 million unfavorable impact on revenues, respectively. Decreases in volume had a $1.4 million and $2.6 million unfavorable impact on revenues, respectively.

~~Network Solutions EBITDA increased~~ in the three months ended ~~October 1, 2017~~April 4, 2021 from the comparable period of ~~2016~~2020 primarily ~~due to productivity. EBITDA decreased~~as a result of the increase in revenues discussed above coupled with the ~~nine months ended October 1, 2017~~benefits realized from ~~the comparable period of 2016 primarily due to unfavorable product mix,~~our Cost Reduction Program and partially offset by ~~improved productivity.~~increased investments in R&D projects as we continue our commitment to growth initiatives.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (4) our available credit facilities and other borrowing ~~arrangements, and (5) cash proceeds from equity offerings.~~arrangements. We expect our operating activities to generate cash in ~~2017~~2021 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing in the event we complete a significant acquisition. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.

The following table is derived from our Condensed Consolidated Cash Flow Statements and includes the results and cash flow activity of Grass Valley for the period ended March 29, 2020 consistent with the Condensed Consolidated Cash Flow Statements:


	Three Months Ended
	April 4, 2021		March 29, 2020

	(In thousands)
Net cash used for:
Operating activities	$	(41,495)	$	(52,052)
Investing activities	(82,337)		(18,255)
Financing activities	(5,035)		(53,896)
Effects of currency exchange rate changes on cash and cash equivalents	(2,277)		(7,947)
Decrease in cash and cash equivalents	(131,144)		(132,150)
Cash and cash equivalents, beginning of period	501,994		425,885
Cash and cash equivalents, end of period	$	370,850	$	293,735

Nine Months Ended
October 1, 2017 October 2, 2016

(In thousands)
Net cash provided by (used for):
Operating activities $ 103,615
$ 147,429
Investing activities (200,311 ) (54,594 )
Financing activities (305,242 ) 438,014
Effects of currency exchange rate changes on cash and cash equivalents 15,185
705
Increase (decrease) in cash and cash equivalents (386,753 ) 531,554
Cash and cash equivalents, beginning of period 848,116
216,751
Cash and cash equivalents, end of period $ 461,363
$ 748,305

~~Net~~Operating cash ~~provided by operating activities totaled $103.6~~flows were a use of cash of $41.5 million in the ~~nine~~three months ended ~~October 1, 2017,~~April 4, 2021. Operating cash flow improved $10.6 million compared to ~~$147.4~~the prior year primarily due to the increase in net income and a favorable change in accounts payable partially offset by an unfavorable change in receivables. Accounts payable was a source of cash of $3.3 million ~~for~~compared to a use of cash of $50.8 million in the ~~comparable period~~prior year and receivables were a use of ~~2016,~~cash of $50.2 million compared to a ~~decrease~~source of ~~$43.8 million. This deterioration was~~cash of $43.6 million in the prior year. Receivables increased during the three months ended April 4, 2021 primarily due to an ~~unfavorable change in inventory of $55.8 million. The unfavorable change in inventory was primarily due to higher copper prices and higher levels of inventory. The~~ increase in ~~inventory levels was due in part to our industrial manufacturing footprint program and lower sales volume in our Broadcast Solutions segment.~~revenues.

-28-

Net cash used for investing activities totaled ~~$200.3~~$82.3 million in the three months ended April 4, 2021, compared to $18.3 million in the prior year. Investing activities for the ~~nine~~three months ended ~~October 1, 2017,~~April 4, 2021 included capital expenditures of $11.2 million compared to ~~$54.6~~$20.9 million ~~for~~in the comparable period of ~~2016. Investing activities for the nine~~2020. The three months ended ~~October 1, 2017~~April 4, 2021 also included payments ~~net~~ of ~~cash acquired,~~$72.2 million for the acquisition of ~~Thinklogical~~OTN, partially offset by cash receipts of ~~$165.9 million; capital expenditures~~$1.1 million associated with the sale of ~~$33.4 million;~~Grass Valley. The three months ended March 29, 2020 also included $2.1 million of proceeds from the sale of tangible property and ~~a $1.0~~the receipt of $0.6 million ~~payment~~ related to ~~our 2015 acquisition of Tripwire that had previously been deferred. Investing activities for the nine months ended October 2, 2016 included~~a working capital ~~expenditures of $36.1 million; payments, net of cash acquired,~~adjustment for the acquisition of ~~M2FX of $15.3 million; and payments of $2.5 million related to our 2015 acquisition of Tripwire that had previously been deferred.~~SPC.

Net cash used for financing activities totaled $5.0 million for the ~~nine~~three months ended ~~October 1, 2017 totaled $305.2 million,~~April 4, 2021, compared to ~~$438.0~~$53.9 million ~~of net cash provided by financing activities for~~in the ~~comparable period of 2016.~~prior year. Financing activities for the ~~nine~~three months ended ~~October 1, 2017~~April 4, 2021 included ~~payments under borrowing arrangements of $1,105.9 million,~~ cash dividend payments of ~~$32.5~~$2.2 million, repayments of debt ~~issuance costs~~obligations of ~~$16.6~~$1.8 million assumed as part of the OTN acquisition, and net payments related to share based compensation activities of $0.9 million. Financing activities for the three months ended March 29, 2020 included a payment of earn-out consideration of which $29.3 million is classified as a financing activity, payments under our share repurchase program of ~~$11.5~~$21.2 million, cash dividend payments of $2.3 million, and net payments related to share based compensation activities of $5.4 million. Financing activities for the nine months ended October 2, 2016 included net proceeds from the issuance of preferred stock of $501.5 million, payments under borrowing arrangements of $51.9 million, cash dividend payments of $6.3 million, and net payments related to share based compensation activities of $5.3$1.0 million.

Our cash and cash equivalents balance was ~~$461.4~~$370.9 million as of ~~October 1, 2017.~~April 4, 2021. Of this amount, ~~$141.1~~$157.4 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. ~~Our strategic plan does not require~~We consider the ~~repatriation~~undistributed earnings of our foreign ~~cash in order~~subsidiaries to ~~fund our operations~~be indefinitely reinvested, and accordingly, no provision for any withholding taxes has been recorded. Upon distribution of those earnings in the ~~U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside~~form of ~~the U.S. If we were to repatriate the foreign cash to the U.S.,~~dividends or otherwise, we may be ~~required~~subject to ~~accrue and pay U.S.~~withholding taxes ~~in accordance with applicable U.S. tax rules and regulations as a result of~~payable to the ~~repatriation.~~respective foreign countries.

Our outstanding debt obligations as of ~~October 1, 2017~~April 4, 2021 consisted of ~~$1,553.8~~$1,526.1 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 913 to the Condensed Consolidated Financial Statements. ~~As of October 1, 2017, we had $314.1 million in available borrowing capacity under our Revolver.~~

Forward-Looking Statements

Statements in this report other than historical facts are “forward-looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. These forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements ~~for~~based on a number of ~~reasons, including, without limitation: the impact of a challenging global economy or a downturn~~factors. These factors include, among others, those set forth in ~~served markets; the competitiveness of the global broadcast, enterprise,~~Part II, Item 1A and ~~industrial markets; the inability to~~

~~successfully complete and integrate acquisitions~~ in furtherance of the Company’s strategic plan; volatility in credit and foreign exchange markets; variability in the Company’s quarterly and annual effective tax rates; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials; disruption of, or changes in, the Company’s key distribution channels; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); disruptions in the Company’s information systems including due to cyber-attacks; the inability of the Company to develop and introduce new products and competitive responses to our products; the inability to retain senior management and key employees; assertionsdocuments that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; risks related to the use of open source software; the impact of regulatory requirements and other legal compliance issues; perceived or actual product failures; political and economic uncertainties in the countries where the Company conducts business, including emerging markets; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

~~For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2016 filed~~we file with the ~~Securities and Exchange Commission on February 17, 2017.~~ SEC.

We expressly disclaim any ~~duty~~obligation to update or revise any forward-looking statements, whether as a result of new information, future ~~developments,~~events, or ~~otherwise.~~otherwise, except as required by law.

Item 3: Quantitative and Qualitative Disclosures about Market Risks

The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal amounts by expected maturity dates and fair values as of ~~October 1, 2017.~~April 4, 2021.


	Principal Amount by Expected Maturity							Fair
	2021		Thereafter			Total		Value

	(In thousands, except interest rates)
€350.0 million fixed-rate senior subordinated notes due 2028	$	—	$	410,865		$	410,865	$	425,726
Average interest rate			3.875		%
€450.0 million fixed-rate senior subordinated notes due 2027	$	—	$	528,255		$	528,255	$	536,686
Average interest rate			3.375		%
€200.0 million fixed-rate senior subordinated notes due 2026	$	—	$	234,780		$	234,780	$	241,319
Average interest rate			4.125		%
€300.0 million fixed-rate senior subordinated notes due 2025	$	—	$	352,170		$	352,170	$	354,780
Average interest rate			2.875		%
Total						$	1,526,070	$	1,558,511

-29-

Principal Amount by Expected Maturity Fair
2017 Thereafter Total Value

(In thousands, except interest rates)
Fixed-rate senior subordinated notes due 2027 $ —
$ 528,165
$ 528,165
$ 530,278
Average interest rate 3.375 %
Fixed-rate senior subordinated notes due 2026 $ —
$ 234,740
$ 234,740
$ 249,942
Average interest rate 4.125 %
Fixed-rate senior subordinated notes due 2025 $ —
$ 352,110
$ 352,110
$ 347,638
Average interest rate 2.875 %
Fixed-rate senior subordinated notes due 2024 $ —
$ 200,000
$ 200,000
$ 208,500
Average interest rate 5.25 %
Fixed-rate senior subordinated notes due 2023 $ —
$ 238,805
$ 238,805
$ 246,511
Average interest rate 5.50 %
Total $ 1,553,820
$ 1,582,869

Item 7A of our ~~2016~~2020 Annual Report on Form 10-K provides information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, ~~2016.~~2020, and our debt is fixed at an average interest rate of 3.5% with no maturities until 2025 through 2028. We have no maintenance covenants on our outstanding debt. Our only covenant is an incurrence covenant, which limits our ability to take on additional debt if EBITDA drops below a certain threshold.

Item 4: Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-30-

PART II OTHER INFORMATION

Item 1: Legal Proceedings

~~PPC Broadband, Inc. v. Corning Optical Communications RF, LLC~~ - On ~~July 5, 2011,~~November 24, 2020, the ~~Company’s wholly-owned subsidiary, PPC Broadband, Inc. (“PPC”),~~Company announced a data incident involving unauthorized access and copying of some current and former employee data, as well as limited company information regarding some business partners. In January 2021, Anand Edke filed ana putative class action ~~for patent infringement~~lawsuit against the Company in the ~~U.S.~~Circuit Court of Cook County, Illinois, Case No. 2021 CH 47. In February 2021, Kia Mackey filed a separate putative class action lawsuit against the Company in the U.S District Court for the ~~Northern~~Eastern District of ~~New York against Corning Optical Communications RF LLC (“Corning”).~~Missouri, Case No. 4:21-CV-00149. The ~~Complaint alleged that Corning infringed two of PPC’s patents - U.S. Patent Nos. 6,558,194~~plaintiffs have each asked for injunctive relief, unspecified damages, and 6,848,940 - each entitled “Connector and Method of Operation.” In July 2015, a jury found that Corning willfully infringed both patents. In November 2016, following a series of post-trial motions,unspecified legal fees. It is premature to estimate the ~~trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. On December 2, 2016, Corning appealed the case~~potential exposure to the ~~U.S. Court of Appeals for~~Company associated with the ~~Federal Circuit, and that appeal remains pending. We have not recorded any amounts in our consolidated financial statements related~~litigation. The Company intends to ~~this matter due to~~vigorously defend the ~~pendency of the appeal.~~

lawsuits.

We are ~~also~~ a party to various other legal proceedings and administrative actions that are incidental to our operations. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, operating results, or cash flows. However, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future.

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our ~~2016 Annual Report~~Form 10-K filed on ~~Form 10-K.~~

~~Item 2: Unregistered Sales of Equity Securities and Use of Proceeds~~

~~Set forth below is information regarding our stock repurchases for the three months ended October 1, 2017.~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

July 3, 2017 through August 6, 2017 —
$ —
—
$ 200,000,000
August 7, 2017 through September 3, 2017 76,117
75.22
76,117
194,274,563
September 4, 2017 through October 1, 2017 74,989
77.11
74,989
188,492,482
Total 151,106
$ 76.16
151,106
$ 188,492,482

(1) In May 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date andFebruary 16, 2021. There may be ~~suspended at any time at the discretion of the Company. During the three months ended October 1, 2017,~~additional risks that impact our business that we ~~repurchased 0.2 million shares of~~currently do not recognize as, or that are not currently, material to our ~~common stock under the share repurchase program for an aggregate cost of $11.5 million and an average price per share of $76.16.~~business.

Item 6: Exhibits

Exhibits



Exhibit ~~4.1~~31.1		~~Fifth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023.~~

~~Exhibit 4.2~~	~~Fourth Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024.~~

~~Exhibit 4.3~~	~~First Supplemental Indenture relating to 2.875% Senior Subordinated Notes due 2025.~~

~~Exhibit 4.4~~	~~Second Supplemental Indenture relating to 4.125% Senior Subordinated Notes due 2026.~~

~~Exhibit 4.5~~	~~First Supplemental Indenture relating to 3.375% Senior Subordinated Notes due 2027.~~

~~Exhibit 10.1~~	~~Amendment #1 to Amended and Restated Credit Agreement.~~

~~Exhibit 31.1~~	Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit ~~101.INS~~101.DEF		~~XBRL Instance~~Definition Linkbase Document

Exhibit ~~101.SCH~~101.PRE		~~XBRL Taxonomy Extension Schema~~Presentation Linkbase Document

Exhibit ~~101.CAL~~101.LAB		~~XBRL Taxonomy Extension Calculation~~Labels Linkbase Document

Exhibit ~~101.DEF~~101.CAL		~~XBRL Taxonomy Extension Definition~~Calculation Linkbase Document

Exhibit ~~101.LAB~~101.SCH		~~XBRL Taxonomy Extension Label~~Schema Document

Exhibit ~~101.PRE~~101.INS		Instance Document - the instance document does not appear in the Interactive Data File because its XBRL ~~Taxonomy Extension Presentation~~tags are embedded within the Inline XBRL document

-31-

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

BELDEN INC.

Date:

~~November 6, 2017~~May 10, 2021

By:

/s/ ~~John S. Stroup~~Roel Vestjens

~~John S. Stroup~~Roel Vestjens

President and Chief Executive Officer ~~and Chairman~~

Date:

~~November 6, 2017~~May 10, 2021

By:

/s/ ~~Henk Derksen~~Jeremy Parks

~~Henk Derksen~~Jeremy Parks

Senior Vice President, Finance, and Chief Financial Officer

Date:

~~November 6, 2017~~May 10, 2021

By:

/s/ Douglas R. Zink

Douglas R. Zink

Vice President and Chief Accounting Officer

~~- 34-~~

-32-



		Belden Inc. Stockholders
	Mandatory Convertible							Additional											Accumulated Other			Non-controlling
	Preferred Stock				Common Stock			Paid-In			Retained			Treasury Stock					Comprehensive			Non-controlling
	Shares		Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Interest			Total
		(In thousands)
Balance at December 31, 2016	52		$	1	50,335	$	503	$	1,116,090		$	783,812		(8,155	)	$	(401,026	)	$	(39,067	)	$	1,004		$	1,461,317
Net income (loss)	—		—		—	—		—			62,691			—		—			—			(274		)	62,417
Foreign currency translation, net of $1.5 million tax	—		—		—	—		—			—			—		—			(46,446		)	(32		)	(46,478		)
Adjustments to pension and postretirement liability, net of $0.7 million tax	—		—		—	—		—			—			—		—			1,171			—			1,171
Other comprehensive loss, net of tax																									(45,307		)
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(1,628		)	—			34		(68		)	—			—			(1,696		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(4,270		)	—			97		543			—			—			(3,727		)
Share repurchase program	—		—		—	—		—			—			(151	)	(11,508		)	—			—			(11,508		)
Share-based compensation	—		—		—	—		13,431			—			—		—			—			—			13,431
Preferred stock dividends	—		—		—	—		—			(26,198		)	—		—			—			—			(26,198		)
Common stock dividends ($0.15 per share)	—		—		—	—		—			(6,369		)	—		—			—			—			(6,369		)
Balance at October 1, 2017	52		$	1	50,335	$	503	$	1,123,623		$	813,936		(8,175	)	$	(412,059	)	$	(84,342	)	$	698		$	1,442,360



Cash	$	5,376
Receivables	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	76,400
Goodwill	68,394
Total assets acquired	$	175,558

Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286

Net assets	$	171,272



	Broadcast Solutions		Enterprise Solutions		Industrial Solutions		Network Solutions		Total Segments

	(In thousands)
As of and for the three months ended October 1, 2017
Segment revenues	$	193,753	$	167,089	$	160,471	$	100,432	$	621,745
Affiliate revenues	129		1,419		332		—		1,880
Segment EBITDA	35,671		26,409		30,545		24,906		117,531
Depreciation expense	4,088		2,740		3,285		1,570		11,683
Amortization expense	13,482		438		646		12,596		27,162
Severance, restructuring, and acquisition integration costs	3,056		6,253		6,840		530		16,679
Purchase accounting effects of acquisitions	2,922		—		—		—		2,922
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the three months ended October 2, 2016
Segment revenues	$	196,173	$	156,658	$	149,847	$	99,790	$	602,468
Affiliate revenues	46		1,587		511		13		2,157
Segment EBITDA	36,545		27,294		23,649		24,448		111,936
Depreciation expense	4,063		3,210		2,738		1,592		11,603
Amortization expense	10,955		431		604		11,818		23,808
Severance, restructuring, and acquisition integration costs	174		5,573		4,746		2,302		12,795
Deferred gross profit adjustments	283		—		—		1,076		1,359
Segment assets	314,020		265,085		261,923		105,938		946,966
As of and for the nine months ended October 1, 2017
Segment revenues	$	550,420	$	473,504	$	465,907	$	293,928	$	1,783,759
Affiliate revenues	324		5,522		994		92		6,932
Segment EBITDA	90,681		77,310		87,314		65,563		320,868
Depreciation expense	12,095		8,034		9,659		4,806		34,594
Amortization expense	36,950		1,291		1,928		37,775		77,944
Severance, restructuring, and acquisition integration costs	4,434		19,267		8,307		831		32,839
Purchase accounting effects of acquisitions	4,089		—		—		—		4,089
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the nine months ended October 2, 2016
Segment revenues	$	560,966	$	452,951	$	438,746	$	296,986	$	1,749,649
Affiliate revenues	644		4,615		906		44		6,209
Segment EBITDA	89,317		80,605		73,700		66,715		310,337
Depreciation expense	12,086		10,028		8,165		4,974		35,253
Amortization expense	37,306		1,292		1,796		35,209		75,603
Severance, restructuring, and acquisition integration costs	5,871		7,280		7,982		5,939		27,072
Purchase accounting effects of acquisitions	195		—		—		—		195
Deferred gross profit adjustments	1,391		—		—		4,021		5,412
Segment assets	314,020		265,085		261,923		105,938		946,966



	Foreign Currency Translation Component			Pension and Other Postretirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)

	(In thousands)
Balance at December 31, 2016	$	(4,661	)	$	(34,406	)	$	(39,067	)
Other comprehensive loss attributable to Belden before reclassifications	(46,446		)	—			(46,446		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,171			1,171
Net current period other comprehensive loss attributable to Belden	(46,446		)	1,171			(45,275		)
Balance at October 1, 2017	$	(51,107	)	$	(33,235	)	$	(84,342	)



	Principal Amount by Expected Maturity							Fair
	2017		Thereafter			Total		Value

	(In thousands, except interest rates)
Fixed-rate senior subordinated notes due 2027	$	—	$	528,165		$	528,165	$	530,278
Average interest rate			3.375		%
Fixed-rate senior subordinated notes due 2026	$	—	$	234,740		$	234,740	$	249,942
Average interest rate			4.125		%
Fixed-rate senior subordinated notes due 2025	$	—	$	352,110		$	352,110	$	347,638
Average interest rate			2.875		%
Fixed-rate senior subordinated notes due 2024	$	—	$	200,000		$	200,000	$	208,500
Average interest rate			5.25		%
Fixed-rate senior subordinated notes due 2023	$	—	$	238,805		$	238,805	$	246,511
Average interest rate			5.50		%
Total						$	1,553,820	$	1,582,869



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

July 3, 2017 through August 6, 2017	—	$	—	—	$	200,000,000
August 7, 2017 through September 3, 2017	76,117	75.22		76,117	194,274,563
September 4, 2017 through October 1, 2017	74,989	77.11		74,989	188,492,482
Total	151,106	$	76.16	151,106	$	188,492,482