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~~July 2, 2023

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,~~of July 31, 2023, the Registrant ~~had 42,173,892 outstanding~~had 42,297,217 outstanding shares of common stock.


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

PART I FINANCIAL INFORMATION


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

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


								July 2, 2023		December 31, 2022
	October 1, 2017			December 31, 2016
	(Unaudited)							(Unaudited)
	(In thousands)							(In thousands)
ASSETS	ASSETS						ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	461,363		$	848,116		Cash and cash equivalents	$	514,767	$	687,676
Receivables, net	439,276			388,059			Receivables, net	509,801		440,102
Inventories, net	262,494			190,408			Inventories, net	345,427		341,563
Other current assets	67,048			29,176			Other current assets	66,525		66,866
Assets held for sale	35,953			23,193

Total current assets	1,266,134			1,478,952			Total current assets	1,436,520		1,536,207
Property, plant and equipment, less accumulated depreciation	324,617			309,291			Property, plant and equipment, less accumulated depreciation	392,593		381,864
Operating lease right-of-use assets							Operating lease right-of-use assets	73,435		73,376
Goodwill	1,475,467			1,385,995			Goodwill	893,419		862,253
Intangible assets, less accumulated amortization	566,958			560,082			Intangible assets, less accumulated amortization	286,583		246,830
Deferred income taxes	35,565			33,706			Deferred income taxes	15,412		14,642
Other long-lived assets	36,107			38,777			Other long-lived assets	47,365		46,503
	$	3,704,848		$	3,806,803			$	3,145,327	$	3,161,675

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY						LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Accounts payable	$	301,173		$	258,203		Accounts payable	$	290,382	$	350,058
Accrued liabilities	257,729			310,340			Accrued liabilities	277,405		289,861
Liabilities held for sale	1,732			1,736

Total current liabilities	560,634			570,279			Total current liabilities	567,787		639,919
Long-term debt	1,530,077			1,620,161			Long-term debt	1,187,152		1,161,176
Postretirement benefits	112,938			104,050			Postretirement benefits	67,248		67,828
Deferred income taxes	21,528			14,276			Deferred income taxes	68,172		58,582
Long-term operating lease liabilities							Long-term operating lease liabilities	60,480		59,250
Other long-term liabilities	37,311			36,720			Other long-term liabilities	31,497		30,970
Stockholders’ equity:							Stockholders’ equity:
Preferred stock	1			1
Common stock	503			503			Common stock	503		503
Additional paid-in capital	1,123,623			1,116,090			Additional paid-in capital	809,332		825,669
Retained earnings	813,936			783,812			Retained earnings	879,179		751,522
Accumulated other comprehensive loss	(84,342		)	(39,067		)	Accumulated other comprehensive loss	(28,173)		(5,871)
Treasury stock	(412,059		)	(401,026		)	Treasury stock	(497,873)		(428,812)
Total Belden stockholders’ equity	1,441,662			1,460,313			Total Belden stockholders’ equity	1,162,968		1,143,011
Noncontrolling interest	698			1,004
Noncontrolling interests							Noncontrolling interests	23		939
Total stockholders’ equity	1,442,360			1,461,317			Total stockholders’ equity	1,162,991		1,143,950
	$	3,704,848		$	3,806,803			$	3,145,327	$	3,161,675

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				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands, except per share data)
Revenues	$	692,245	$	666,551	$	1,334,034	$	1,276,922
Cost of sales	(430,917)		(444,246)		(826,601)		(845,757)
Gross profit	261,328		222,305		507,433		431,165
Selling, general and administrative expenses	(126,635)		(105,203)		(248,209)		(208,269)
Research and development expenses	(30,970)		(25,989)		(60,354)		(49,445)
Amortization of intangibles	(11,126)		(9,177)		(20,736)		(17,994)


Operating income	92,597		81,936		178,134		155,457
Interest expense, net	(8,812)		(11,276)		(17,013)		(25,687)
Non-operating pension benefit	646		1,070		1,134		2,270
Loss on debt extinguishment	—		—		—		(6,392)
Income from continuing operations before taxes	84,431		71,730		162,255		125,648
Income tax expense	(15,656)		(13,088)		(30,535)		(22,910)
Income from continuing operations	68,775		58,642		131,720		102,738
Loss from discontinued operations, net of tax	—		—		—		(3,685)
Loss on disposal of discontinued operations, net of tax	—		—		—		(4,567)
Net income	68,775		58,642		131,720		94,486
Less: Net income (loss) attributable to noncontrolling interest	22		81		(225)		84
Net income attributable to Belden stockholders	$	68,753	$	58,561	$	131,945	$	94,402

Weighted average number of common shares and equivalents:
Basic	42,497		44,252		42,663		44,535
Diluted	43,088		44,782		43,380		45,179

Basic income (loss) per share attributable to Belden stockholders:
Continuing operations	$	1.62	$	1.32	$	3.09	$	2.31
Discontinued operations	—		—		—		(0.08)
Disposal of discontinued operations	—		—		—		(0.10)
Net income	$	1.62	$	1.32	$	3.09	$	2.12

Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations	$	1.60	$	1.31	$	3.04	$	2.27
Discontinued operations	—		—		—		(0.08)
Disposal of discontinued operations	—		—		—		(0.10)
Net income	$	1.60	$	1.31	$	3.04	$	2.09

Comprehensive income attributable to Belden	$	63,890	$	110,712	$	109,782	$	150,481

Common stock dividends declared per share	$	0.05	$	0.05	$	0.10	$	0.10

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

-2-

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)


	Six Months Ended
	July 2, 2023		July 3, 2022

	(In thousands)
Cash flows from operating activities:
Net income	$	131,720	$	94,486
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	49,044		42,686
Share-based compensation	12,154		10,870

Loss on debt extinguishment	—		6,392


Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables	(71,212)		(20,699)
Inventories	10,347		(47,305)
Accounts payable	(59,295)		(23,563)
Accrued liabilities	(22,855)		(58,525)
Income taxes	5,204		163
Other assets	(4,197)		(2,634)
Other liabilities	3,805		(10,452)
Net cash provided by (used for) operating activities	54,715		(8,581)
Cash flows from investing activities:
Cash used for business acquisitions, net of cash acquired	(97,585)		(104,123)
Capital expenditures	(32,729)		(31,010)
Proceeds from disposal of tangible assets	9		1,424
Proceeds from disposal of businesses, net of cash sold	9,300		338,686

Net cash provided by (used for) investing activities	(121,005)		204,977
Cash flows from financing activities:
Payments under share repurchase program	(86,224)		(66,559)
Withholding tax payments for share-based payment awards	(16,940)		(5,167)
Cash dividends paid	(4,285)		(4,520)
Payments under financing lease obligations	(115)		(83)

Payments under borrowing arrangements	—		(230,639)
Proceeds from issuance of common stock	1,679		3,717

Net cash used for financing activities	(105,885)		(303,251)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(734)		(9,220)
Decrease in cash and cash equivalents	(172,909)		(116,075)
Cash and cash equivalents, beginning of period	687,676		643,757
Cash and cash equivalents, end of period	$	514,767	$	527,682

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 six months ended July 3, 2022 includes the results of discontinued operations up to the February 22, 2022 disposal date.

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
	(In thousands)
Balance at December 31, 2022	50,335	$	503	$	825,669	$	751,522	(7,502)	$	(428,812)	$	(5,871)	$	939	$	1,143,950
Net income (loss)	—	—		—		63,192		—	—		—		(247)		62,945
Other comprehensive income (loss), net of tax	—	—		—		—		—	—		(17,300)		2		(17,298)
Common stock issuance	—	—		(420)		—		37	2,099		—		—		1,679
Retirement Savings Plan stock contributions	—	—		638		—		28	1,758		—		—		2,396
Exercise of stock options, net of tax withholding forfeitures	—	—		(4,547)		—		47	1,951		—		—		(2,596)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(17,997)		—		196	7,301		—		—		(10,696)
Share repurchase program, net of excise tax	—	—		—		—		(594)	(50,266)		—		—		(50,266)
Share-based compensation	—	—		6,253		—		—	—		—		—		6,253
Common stock dividends ($0.05 per share)	—	—		—		(2,150)		—	—		—		—		(2,150)
Balance at April 2, 2023	50,335	$	503	$	809,596	$	812,564	(7,788)	$	(465,969)	$	(23,171)	$	694	$	1,134,217

Net income	—	—		—		68,753		—	—		—		22		68,775
Other comprehensive income (loss), net of tax	—	—		—		—		—	—		(4,863)		2		(4,861)
Sale and deconsolidation of Hite JV	—	—		—		—		—	—		(139)		(695)		(834)
Retirement Savings Plan stock contributions	—	—		663		—		24	1,379		—		—		2,042
Exercise of stock options, net of tax withholding forfeitures	—	—		(2,698)		—		27	767		—		—		(1,931)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(4,130)		—		55	2,413		—		—		(1,717)
Share repurchase program, net of excise tax	—	—		—		—		(394)	(36,463)		—		—		(36,463)
Share-based compensation	—	—		5,901		—		—	—		—		—		5,901
Common stock dividends ($0.05 per share)	—	—		—		(2,138)		—	—		—		—		(2,138)
Balance at July 2, 2023	50,335	$	503	$	809,332	$	879,179	(8,076)	$	(497,873)	$	(28,173)	$	23	$	1,162,991

-4-

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, 2021	50,335	$	503	$	833,627	$	505,717	(5,360)	$	(313,994)	$	(70,566)	$	795	$	956,082
Net income	—	—		—		35,841		—	—		—		3		35,844
Other comprehensive income, net of tax	—	—		—		—		—	—		3,928		27		3,955
Retirement Savings Plan stock contributions	—	—		(356)		—		43	2,809		—		—		2,453
Exercise of stock options, net of tax withholding forfeitures	—	—		(526)		—		6	375		—		—		(151)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(11,287)		—		103	7,739		—		—		(3,548)
Share repurchase program	—	—		—		—		(885)	(50,000)		—		—		(50,000)
Share-based compensation	—	—		5,224		—		—	—		—		—		5,224
Common stock dividends ($0.05 per share)	—	—		—		(2,264)		—	—		—		—		(2,264)
Balance at April 3, 2022	50,335	$	503	$	826,682	$	539,294	(6,093)	$	(353,071)	$	(66,638)	$	825	$	947,595

Net income	—	—		—		58,561		—	—		—		81		58,642
Other comprehensive income (loss), net of tax	—	—		—		—		—	—		52,151		(25)		52,126
Common stock issuance	—	—		(2,775)		—		82	6,492		—		—		3,717
Retirement Savings Plan stock contributions	—	—		(730)		—		30	2,355		—		—		1,625
Exercise of stock options, net of tax withholding forfeitures	—	—		(173)		—		2	133		—		—		(40)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(8,048)		—		75	6,621		—		—		(1,427)
Share repurchase program	—	—		—		—		(320)	(16,559)		—		—		(16,559)
Share-based compensation	—	—		5,646		—		—	—		—		—		5,646
Common stock dividends ($0.05 per share)	—	—		—		(2,242)		—	—		—		—		(2,242)
Balance at July 3, 2022	50,335	$	503	$	820,602	$	595,613	(6,224)	$	(354,029)	$	(14,487)	$	881	$	1,049,083

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

-5-

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:~~2022:

•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~~2022 Annual Report on Form 10-K.

Business Description

We are a ~~signal transmission~~leading global supplier of network infrastructure solutions ~~provider~~ built around ~~four~~two global ~~business platforms – Broadcast Solutions,~~businesses - Enterprise Solutions and Industrial ~~Solutions, and Network~~Automation Solutions. Our ~~comprehensive portfolio of signal transmission solutions provides industry leading secure~~mission is to build the foundation for a digital world that makes the digital journey simpler, smarter and ~~reliable transmission of data, sound, and video for mission critical applications.~~secure.

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,~~2023, the 92nd day of our fiscal year ~~2017.~~2023. Our fiscal second and third quarters each have 91 days. The ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 and ~~October 2, 2016~~July 3, 2022 included ~~274~~183 and ~~276~~184 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~~six months ended ~~October 1, 2017~~July 2, 2023 and ~~October 2, 2016,~~July 3, 2022, 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).~~equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 and ~~October 2, 2016.~~July 3, 2022.

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 July 2, 2023, we had an immaterial amount of cash equivalents. 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 of October 1, 2017, we did not have any significant cash equivalents.~~

-6-

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~~Historically, these lawsuits have primarily ~~involve~~involved 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,~~July 2, 2023, we were party to standby letters of credit, surety bonds, and bank guaranties totaling ~~$7.8~~$8.7 million, ~~$2.4~~$4.7 million, and ~~$2.0~~$4.3 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~~Noncontrolling Interest

On April 28, 2023, we sold our 51% ownership interest in Shanghai Hi-Tech Control System Co, Ltd to (Hite) for $0.9 million and recognized a $0.4 million pretax gain on sale. The sale also includes $0.6 million of potential earnout payments. The joint venture developed and provided certain Industrial Automation Solutions products and integrated solutions to customers in China. The joint venture was determined to not have sufficient equity at risk; therefore, it was considered a variable interest entity. As Belden was the primary beneficiary of the joint venture, due to both our ownership percentage and control over the activities of the joint venture, we consolidated the joint venture in our financial statements and presented the results of the joint venture attributable to Hite’s ownership as net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations up to April 28, 2023 when we sold and deconsolidated the entity. The joint venture was not material to our consolidated financial statements during the six months ended July 2, 2023 and July 3, 2022.

A Belden subsidiary includes a noncontrolling interest as of and for the periods ended July 2, 2023 and July 3, 2022. The results attributable to the noncontrolling interest holders are not material to our consolidated financial statements, and are presented as net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.

Current Year Adoption of ~~Recent~~ Accounting Pronouncements

~~In May 2014, the FASB issued Accounting Standards Update No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(ASU 2014-09), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle~~None of the ~~ASU is~~accounting pronouncements that ~~an entity should recognize revenue for~~became effective during 2023 had a material impact to our condensed consolidated financial statements or disclosures.

-7-

Note 2: Revenues

Revenues are recognized when control of the ~~transfer of~~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.

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


	Broadband Solutions		Industrial Automation		Smart Buildings		Total Revenues

Three Months Ended July 2, 2023	(In thousands)
Enterprise Solutions	$	159,332	$	—	$	153,197	$	312,529
Industrial Automation Solutions	—		379,716		—		379,716
Total	$	159,332	$	379,716	$	153,197	$	692,245

Three Months Ended July 3, 2022
Enterprise Solutions	$	146,771	$	—	$	160,673	$	307,444
Industrial Automation Solutions	—		359,107		—		359,107
Total	$	146,771	$	359,107	$	160,673	$	666,551

Six Months Ended July 2, 2023
Enterprise Solutions	$	290,887	$	—	$	296,985	$	587,872
Industrial Automation Solutions	—		746,162		—		746,162
Total	$	290,887	$	746,162	$	296,985	$	1,334,034

Six Months Ended July 3, 2022
Enterprise Solutions	$	268,576	$	—	$	307,298	$	575,874
Industrial Automation Solutions	—		701,048		—		701,048
Total	$	268,576	$	701,048	$	307,298	$	1,276,922

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 July 2, 2023	(In thousands)
Enterprise Solutions	$	246,471	$	36,671	$	29,387	$	312,529
Industrial Automation Solutions	213,852		109,055		56,809		379,716
Total	$	460,323	$	145,726	$	86,196	$	692,245

Three Months Ended July 3, 2022
Enterprise Solutions	$	233,501	$	36,497	$	37,446	$	307,444
Industrial Automation Solutions	214,045		91,765		53,297		359,107
Total	$	447,546	$	128,262	$	90,743	$	666,551

Six Months Ended July 2, 2023
Enterprise Solutions	$	460,358	$	74,119	$	53,395	$	587,872
Industrial Automation Solutions	429,065		210,976		106,121		746,162
Total	$	889,423	$	285,095	$	159,516	$	1,334,034

Six Months Ended July 3, 2022
Enterprise Solutions	$	437,887	$	75,886	$	62,101	$	575,874
Industrial Automation Solutions	418,355		182,216		100,477		701,048
Total	$	856,242	$	258,102	$	162,578	$	1,276,922

-8-

We generate revenues primarily by selling products that support communication, infrastructure, and delivery solutions that make the digital journey simpler, smarter, and more secure. 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 standalone selling price and recognized when or as each performance obligation is satisfied. Generally, we determine relative standalone selling price using the prices charged separately to customers on a standalone basis. 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. Typically, payments are due after control transfers, which is less than one year from satisfaction of the performance obligation.

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 and six months ended July 2, 2023 and July 3, 2022.

~~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:


	July 2, 2023		December 31, 2022

	(in thousands)
Accrued rebates included in accrued liabilities	$	42,868	$	55,559
Accrued returns included in accrued liabilities	16,575		11,700
Price adjustments recognized against gross accounts receivable	25,457		24,304

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 ~~current~~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 July 2, 2023, total deferred ~~income taxes for an intra-entity asset transfer other~~revenue was $29.7 million, and of this amount, $22.7 million is expected to be recognized within the next twelve months, and the remaining $7.0 million is long-term and is expected to be recognized over a period greater than ~~for inventory until~~twelve months. The following table presents deferred revenue activity during the ~~asset has been sold~~three and six months ended July 2, 2023 and July 3, 2022, respectively:


	2023		2022

	(In thousands)
Beginning balance at January 1	$	33,243	$	19,390
New deferrals	4,359		8,857
Acquisitions	—		6,567
Revenue recognized	(8,307)		(3,365)
Balance at the end of Q1	$	29,295	$	31,449
New deferrals	6,900		4,265

Revenue recognized	(6,528)		(8,880)
Balance at the end of Q2	$	29,667	$	26,834

Service-type warranties represent $9.5 million of the deferred revenue balance at July 2, 2023, and of this amount $4.9 million is expected to ~~an outside party. The new standard~~be recognized in the next twelve months, and the remaining $4.6 million is long-term and will be ~~effective for us beginning January 1, 2018. Early adoption~~recognized over a period greater than twelve months. As of July 2, 2023 and December 31, 2022, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

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We expense sales commissions as incurred when the duration of the related revenue arrangement is ~~permitted.~~one year or less. We ~~are evaluating~~capitalize sales commissions when the ~~effect that ASU 2016-16 will~~original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. We did not have any capitalized sales commissions on our ~~consolidated financial statements~~balance sheet as of July 2, 2023 and ~~related disclosures.~~December 31, 2022. The following table presents sales commissions that are recorded within selling, general and administrative expenses:


	Three Months Ended				Six Months ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Sales commissions	$	6,316	$	6,131	$	12,089	$	11,354

~~In March 2017, 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 presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations 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.

Note 2:3: Acquisitions

~~Thinklogical Holdings, LLC~~

WeOn April 17, 2023, we acquired ~~100%~~Berthold Sichert GmbH (Sichert) with cash on hand for $97.5 million, net of ~~the outstanding ownership interest~~cash acquired. Sichert, based in ~~Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017 for cash~~Berlin, Germany, designs and manufactures a portfolio of ~~$171.3 million. Thinklogical designs, manufactures,~~polycarbonate street cabinets utilized in outside plant passive optical networks (“PON”) and ~~markets high-bandwidth fiber matrix switches, video, and keyboard/video/mouse extender solutions, camera extenders, and console management solutions. Thinklogical~~5G networks. Sichert is ~~headquartered in Connecticut. The results of Thinklogical have been included in our Consolidated Financial Statements from May 31, 2017, and are~~ reported within the ~~Broadcast~~Enterprise Solutions segment. The following table summarizes the estimated, preliminary fair ~~value~~values of the assets acquired and ~~the~~ liabilities assumed as of ~~May 31, 2017~~the acquisition date (in thousands):


Receivables	$	6,781
Inventory	13,061
Other current assets	1,840
Property, plant and equipment	7,057
Intangible assets	52,597
Goodwill	27,831
Other long-lived assets	1,303
Total assets acquired	$	110,470

Accounts payable	$	2,423
Accrued liabilities	1,884
Deferred income taxes	8,659

Total liabilities assumed	$	12,966

Net assets	$	97,504

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

The preliminary fair value of acquired receivables is $6.8 million, which is equivalent to its gross contractual amount. 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 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~~ 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~~broadband & 5G product ~~portfolio across our segments to both existing and new customers.~~offerings in 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.~~ zero.

-10-

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
Customer relationships	6,600		8.0	Customer relationships	$	49,131	15.0
Trademarks	3,100		10.0	Trademarks	2,456		2.0
Sales backlog	1,500		0.3	Sales backlog	1,010		0.2
Total intangible assets subject to amortization	$	76,400		Total intangible assets subject to amortization	$	52,597

Intangible assets not subject to amortization:				Intangible assets not subject to amortization:
Goodwill	$	68,394	n/a	Goodwill	$	27,831	n/a
Total intangible assets not subject to amortization	$	68,394		Total intangible assets not subject to amortization	$	27,831

Total intangible assets	$	144,794		Total intangible assets	$	80,428
Weighted average amortization period			9.6	Weighted average amortization period			14.1

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~~

Note 4: Discontinued Operations

On February 22, 2022, we sold Tripwire for gross cash consideration of $350 million. The divestiture of Tripwire represented a strategic shift impacting our operations and financial results. As a result, the ~~developed technology intangible asset~~Tripwire disposal group, which was ~~based~~included in our Industrial Automation Solutions segment, is reported within discontinued operations. We recognized a loss on disposal of discontinued operations, net of tax of $4.6 million during 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 of the backlog intangible asset was based on our estimate of when the ordered items would ship.

~~Our consolidated revenues and consolidated loss before taxes for the three~~six months ended October 1, 2017 included revenues of $11.6 million and a loss before taxes of $2.7 million, respectively, from Thinklogical. Our consolidated revenues and consolidated income before taxes for the nine months ended October 1, 2017 included revenues of $21.8 million and a loss before taxes of $1.7 million, respectively, from Thinklogical.

July 3, 2022. The following table ~~illustrates~~summarizes the ~~unaudited pro forma effect on~~ operating results ~~as if~~of the ~~Thinklogical acquisition had been completed as of~~Tripwire disposal group from January 1, ~~2016.~~2022 to the February 22, 2022 disposal date (in thousands):

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


Revenues	$	12,067
Cost of sales	(3,256)
Gross profit	8,811
Selling, general and administrative expenses	(8,185)
Research and development expenses	(5,528)
Amortization of intangible assets	(638)
Loss before taxes	$	(5,540)

During the six months ended July 3, 2022, the Tripwire disposal group did not have any capital expenditures and recognized share-based compensation expense of $0.2 million. The disposal group did not have any significant non-cash charges for investing activities during the six months ended July 3, 2022.

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% of the shares of M2FX Limited (M2FX) on January 7, 2016 for a purchase price of $19.0 million. M2FX is a manufacturer of fiber optic cable and fiber protective solutions for broadband access and telecommunications networks. M2FX is located in the United Kingdom. The results of M2FX have been included in our Consolidated Financial Statements from January 7, 2016, and are reported within the Broadcast Solutions segment. The M2FX acquisition was not material to our financial position or results of operations.

Note ~~3: 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 quarter of 2016, we committed to a plan to sell our MCS business and Hirschmann JV and determined that we met all of the criteria to classify the assets and liabilities of these businesses 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 on the expected sales price, by $23.9 million. Therefore, we recognized an impairment charge 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 of $39 million, and we expect the sale to be completed in the fourth quarter of 2017. 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. In addition, the disposal group had $5.1 million and $15.7 million of accumulated other comprehensive losses at October 1, 2017 and December 31, 2016, respectively.

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: Reportable Segments

We are organized around ~~four~~two global ~~business platforms: Broadcast Solutions,~~businesses: Enterprise Solutions and Industrial ~~Solutions, and Network~~Automation Solutions. Each of the global ~~business platforms~~businesses 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 Consolidated Statements of Operations due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value.revenues. 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.

Inter-company revenues between our segments is not material.

-11-


												Enterprise Solutions		Industrial Automation Solutions		Total Segments
	Broadcast Solutions		Enterprise Solutions		Industrial Solutions		Network Solutions		Total Segments
												(In thousands)
	(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
As of and for the three months ended July 2, 2023											As of and for the three months ended July 2, 2023
Segment Revenues											Segment Revenues	$	312,529	$	379,716	$	692,245
Segment EBITDA	35,671		26,409		30,545		24,906		117,531		Segment EBITDA	43,956		78,631		122,587
Depreciation expense	4,088		2,740		3,285		1,570		11,683		Depreciation expense	6,193		6,489		12,682
Amortization expense	13,482		438		646		12,596		27,162
Amortization of intangibles											Amortization of intangibles	6,208		4,918		11,126
Amortization of software development intangible assets											Amortization of software development intangible assets	—		1,820		1,820
Severance, restructuring, and acquisition integration costs	3,056		6,253		6,840		530		16,679		Severance, restructuring, and acquisition integration costs	1,669		2,390		4,059
Purchase accounting effects of acquisitions	2,922		—		—		—		2,922
Adjustments related to acquisitions and divestitures											Adjustments related to acquisitions and divestitures	325		(76)		249
Segment assets	373,848		284,327		291,984		108,554		1,058,713		Segment assets	648,344		699,092		1,347,436
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

As of and for the three months ended July 3, 2022											As of and for the three months ended July 3, 2022
Segment Revenues											Segment Revenues	$	307,444	$	359,107	$	666,551
Segment EBITDA	36,545		27,294		23,649		24,448		111,936		Segment EBITDA	41,887		68,060		109,947
Depreciation expense	4,063		3,210		2,738		1,592		11,603		Depreciation expense	5,768		5,602		11,370
Amortization expense	10,955		431		604		11,818		23,808
Amortization of intangibles											Amortization of intangibles	4,442		4,735		9,177
Amortization of software development intangible assets											Amortization of software development intangible assets	22		959		981
Severance, restructuring, and acquisition integration costs	174		5,573		4,746		2,302		12,795		Severance, restructuring, and acquisition integration costs	4,575		1,282		5,857
Deferred gross profit adjustments	283		—		—		1,076		1,359
Adjustments related to acquisitions and divestitures											Adjustments related to acquisitions and divestitures	(558)		1,134		576
Segment assets	314,020		265,085		261,923		105,938		946,966		Segment assets	607,386		649,595		1,256,981
As of and for the nine months ended October 1, 2017

As of and for the six months ended July 2, 2023											As of and for the six months ended July 2, 2023
Segment revenues	$	550,420	$	473,504	$	465,907	$	293,928	$	1,783,759	Segment revenues	$	587,872	$	746,162	$	1,334,034
Affiliate revenues	324		5,522		994		92		6,932
Segment EBITDA	90,681		77,310		87,314		65,563		320,868		Segment EBITDA	81,161		152,418		233,579
Depreciation expense	12,095		8,034		9,659		4,806		34,594		Depreciation expense	12,147		12,889		25,036
Amortization expense	36,950		1,291		1,928		37,775		77,944
Amortization of intangibles											Amortization of intangibles	10,703		10,033		20,736
Amortization of software development intangible assets											Amortization of software development intangible assets	—		3,272		3,272
Severance, restructuring, and acquisition integration costs	4,434		19,267		8,307		831		32,839		Severance, restructuring, and acquisition integration costs	1,694		4,077		5,771
Purchase accounting effects of acquisitions	4,089		—		—		—		4,089
Adjustments related to acquisitions and divestitures											Adjustments related to acquisitions and divestitures	325		222		547
Segment assets	373,848		284,327		291,984		108,554		1,058,713		Segment assets	648,344		699,092		1,347,436
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

As of and for the six months ended July 3, 2022											As of and for the six months ended July 3, 2022
Segment Revenues											Segment Revenues	$	575,874	$	701,048	$	1,276,922
Segment EBITDA	89,317		80,605		73,700		66,715		310,337		Segment EBITDA	72,708		135,588		208,296
Depreciation expense	12,086		10,028		8,165		4,974		35,253		Depreciation expense	11,194		11,402		22,596
Amortization expense	37,306		1,292		1,796		35,209		75,603
Amortization of intangibles											Amortization of intangibles	8,539		9,455		17,994
Amortization of software development intangible assets											Amortization of software development intangible assets	44		1,944		1,988
Severance, restructuring, and acquisition integration costs	5,871		7,280		7,982		5,939		27,072		Severance, restructuring, and acquisition integration costs	4,903		4,677		9,580
Purchase accounting effects of acquisitions	195		—		—		—		195
Deferred gross profit adjustments	1,391		—		—		4,021		5,412
Adjustments related to acquisitions and divestitures											Adjustments related to acquisitions and divestitures	(558)		1,134		576
Segment assets	314,020		265,085		261,923		105,938		946,966		Segment assets	607,386		649,595		1,256,981

-12-

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 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


	Three Months Ended				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Total Segment and Consolidated Revenues	$	692,245	$	666,551	$	1,334,034	$	1,276,922



Total Segment EBITDA	$	122,587	$	109,947	$	233,579	$	208,296


Depreciation expense	(12,682)		(11,370)		(25,036)		(22,596)
Amortization of intangibles	(11,126)		(9,177)		(20,736)		(17,994)
Severance, restructuring, and acquisition integration costs (1)	(4,059)		(5,857)		(5,771)		(9,580)
Amortization of software development intangible assets	(1,820)		(981)		(3,272)		(1,988)
Adjustments related to acquisitions and divestitures (2)	(249)		(576)		(547)		(576)
Eliminations	(54)		(50)		(83)		(105)
Consolidated operating income	92,597		81,936		178,134		155,457
Interest expense, net	(8,812)		(11,276)		(17,013)		(25,687)
Loss on debt extinguishment	—		—		—		(6,392)
Total non-operating pension benefit	646		1,070		1,134		2,270
Consolidated income from continuing operations before taxes	$	84,431	$	71,730	$	162,255	$	125,648

(1) ~~For~~Severance, restructuring, and acquisition integration costs for the three and ~~nine~~six months ended ~~October~~July 2, ~~2016 ,~~2023 and July 3, 2022 included costs related to 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)~~Acquisition Integration program. See Note 8, ~~Severance, Restructuring,~~11.

(2) Adjustments related to acquisitions and ~~Acquisition Integration Activities,~~ ~~for details~~.

~~(3) For the three and nine months ended October 1, 2017 and nine months ended October 2, 2016, we recognized cost of sales for the adjustment~~divestitures included fair value adjustments of acquired inventory ~~to fair value related to~~and investments as well as gains associated with the ~~Thinklogical and M2FX acquisitions, respectively.~~sales of businesses.

Note 5:6: Income (loss) per Share

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


	Three Months Ended				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Numerator:
Income from continuing operations	$	68,775	$	58,642	$	131,720	$	102,738
Less: Net income (loss) attributable to noncontrolling interest	22		81		(225)		84
Income from continuing operations attributable to Belden stockholders	68,753		58,561		131,945		102,654
Add: Loss from discontinued operations, net of tax	—		—		—		(3,685)
Add: Loss on disposal of discontinued operations, net of tax	—		—		—		(4,567)
Net income attributable to Belden stockholders	$	68,753	$	58,561	$	131,945	$	94,402

Denominator:
Weighted average shares outstanding, basic	42,497		44,252		42,663		44,535
Effect of dilutive common stock equivalents	591		530		717		644
Weighted average shares outstanding, diluted	43,088		44,782		43,380		45,179

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

(In thousands)
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
Denominator:
Weighted average shares outstanding, basic 42,256
42,126
42,251
42,073
Effect of dilutive common stock equivalents —
522
412
461
Weighted average shares outstanding, diluted 42,256
42,648
42,663
42,534

For both the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, diluted weighted average shares outstanding ~~do not include~~excluded outstanding equity awards of ~~0.9~~0.2 million ~~and 0.5 million, respectively, because to do so would have been~~as they were anti-dilutive. In addition, for both the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, diluted weighted average shares outstanding did not include outstanding equity awards of 0.2 million because the related performance conditions have not been satisfied.

-13-

For both the three and six months ended July 3, 2022, diluted weighted average shares outstanding exclude outstanding equity awards of 1.1 million as they are anti-dilutive. In addition, for the three and six months ended July 3, 2022, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.3 million, respectively, because the related performance conditions have not been satisfied. Furthermore, for the three 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, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million and 0.7 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 6:7: Credit Losses

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. Provisions and recoveries are included in selling, general and administrative expenses.

The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three and six months ended July 2, 2023 and July 3, 2022, respectively:


	2023		2022

	(In thousands)
Beginning balance at January 1	$	7,954	$	4,864
Current period provision	4,004		846
Acquisitions	—		319
Recoveries collected	—		(50)
Write-offs	(3)		(667)
Fx impact	(25)		(19)
Q1 ending balance	$	11,930	$	5,293
Current period provision	4,194		656
Acquisitions	19		—
Fx impact	11		(81)
Write-offs	—		(64)
Recoveries collected	(8)		(12)
Q2 ending balance	$	16,146	$	5,792

-14-

Note 8: Inventories

The following table presents the major classes of inventories as of July 2, 2023 and December 31, 2022, respectively:


	July 2, 2023		December 31, 2022

	(In thousands)
Raw materials	$	182,683	$	162,154
Work-in-process	39,252		35,011
Finished goods	183,289		190,311
Gross inventories	405,224		387,476
Excess and obsolete reserves	(59,797)		(45,913)
Net inventories	$	345,427	$	341,563

Note 9: Leases

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and 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 within 1 to 15 years; some of which include extension and termination options. 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. We have a few short-term operating leases with terms less than twelve months - these leases are not recorded on our balance sheet and the overall rent expense is not material.

We also have certain lease contracts that contain both lease and non-lease components. We have elected the practical expedient to account for these components together as a single, combined lease component. The rate implicit in most of our leases is not readily determinable. As a result, we utilize 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.

Our lease agreements do not contain material residual value guarantees. Our variable lease expense was approximately $0.8 million and $1.6 million for the three and six months ended July 2, 2023, respectively. Our variable lease expense was approximately $0.7 million and $1.5 million for the three and six months ended July 3, 2022, respectively.

The components of lease expense were as follows:


	Three Months Ended				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Operating lease cost	$	5,415	$	5,365	$	10,932	$	10,793

Finance lease cost
Amortization of right-of-use asset	$	190	$	446	$	391	$	734
Interest on lease liabilities	77		122		157		128
Total finance lease cost	$	267	$	568	$	548	$	862

Supplemental cash flow information related to leases was as follows:


	Three Months Ended				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,625	$	4,561	$	9,290	$	9,337

-15-

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
Operating cash flows from finance leases were not material during the three and six months ended July 2, 2023 and July 3, 2022.

Supplemental balance sheet information related to leases was as follows:


	July 2, 2023		December 31, 2022

	(In thousands, except lease term and discount rate)
Operating leases:
Total operating lease right-of-use assets	$	73,435	$	73,376

Accrued liabilities	$	16,502	$	16,442
Long-term operating lease liabilities	60,480		59,250
Total operating lease liabilities	$	76,982	$	75,692

Finance leases:
Other long-lived assets, at cost	$	6,313	$	6,323
Accumulated depreciation	(1,020)		(733)
Other long-lived assets, net	$	5,293	$	5,590

Accrued liabilities	$	549	$	391
Other long-term liabilities	5,814		5,928
Total finance lease liabilities	$	6,363	$	6,319

July 2, 2023

December 31, 2022

(In thousands, except lease term and discount rate)

Weighted Average Remaining Lease Term

Operating leases

6 years

Finance leases

10 years

Weighted Average Discount Rate

Operating leases

5.2

Finance leases

4.2

The following table summarizes maturities of lease liabilities as of July 2, 2023 and December 31, 2022, respectively:


	July 2, 2023		December 31, 2022

	(In thousands)
2023	$	10,501	$	15,815
2024	15,574		14,809
2025	14,278		13,472
2026	12,792		11,964
2027	6,975		6,464
Thereafter	21,185		20,907
Total	$	81,305	$	83,431

In addition, we covenanted the lease payments for certain Grass Valley property leases which include expiration dates through 2035, and collectively have approximately $23 million of fixed lease payments remaining. These lease guarantees were retained by Belden and not transferred to the buyer of Grass Valley. During 2022, Grass Valley defaulted on two property leases. As of July 2, 2023, we have a liability for expected, future payments of $8.2 million. The liability is based on certain assumptions, such as receiving a level of sublease income, that we will reassess on an ongoing basis. We will update the estimated liability balance for changes in assumptions as needed.

-16-

Note 7:10: Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense in income from continuing operations of ~~$11.7~~$12.7 million and ~~$34.6~~$25.0 million in the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, respectively. We recognized depreciation expense in income from continuing operations of ~~$11.6~~$11.4 million and ~~$35.3~~$22.6 million in the three and ~~nine~~six months ended ~~October 2, 2016,~~July 3, 2022, respectively.

In connection with the segment change discussed in Note 4, 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. 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~~in income from continuing operations of ~~$27.2~~$12.9 million and ~~$77.9~~$24.0 million in the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, respectively. We recognized amortization expense ~~related to our intangible assets~~in income from continuing operations of ~~$23.8~~$10.2 million and ~~$75.6~~$20.0 million in the three and ~~nine~~six months ended ~~October~~July 3, 2022, respectively.

Asset Held for Sale

During the six months ended July 2, ~~2016, respectively.~~2023, we entered into an agreement to sell our property in Ontario, Canada as part of a sale and leaseback transaction for $15.6 million. When the asset met the held for sale criteria, we performed a recoverability test and determined that the carrying value of the property to be disposed of is less than the purchase price less cost to sell; thus, the long-lived asset group is recoverable and no impairment exists. The carrying value of the property is not material and is included in property, plant, and equipment in the condensed consolidated balance sheets. The sale is expected to close during 2023.

Note 8:11: Severance, Restructuring, and Acquisition Integration Activities

Acquisition Integration Program

~~Industrial~~We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, which are primarily focused on consolidating existing and ~~Network~~acquired facilities as well as other support functions. The Enterprise 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 in the fourth fiscal quarter of 2015 to reduce our cost structure. We recognized $2.6 million and $8.4segment incurred $1.3 million of ~~severance~~restructuring and ~~other restructuring~~integration 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, we began a program to consolidate our manufacturing footprint. The manufacturing consolidation is expected to be completed in 2018. We recognized $10.0 million and $12.5 million of severance and other restructuring costs for this program during the three and ~~nine~~six months ended ~~October~~July 2, ~~2016, respectively. We recognized $11.4~~2023, and the Industrial Automation Solutions segment incurred $0.1 million and ~~$25.3~~$0.8 million of ~~severance~~restructuring and ~~other restructuring costs for this program~~integration costs during the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, respectively. The ~~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~~segment incurred ~~a total of $43.1 million in severance and other restructuring costs, including manufacturing inefficiencies for this program. We expect to incur approximately $7~~$1.0 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 duringthe 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.

~~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 the three months ended October 1, 2017, $12.4 million, $4.2 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 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.

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.

~~The other~~ restructuring and integration costs during the three and six months ended July 3, 2022, and the Industrial Automation Solutions segment incurred $0.1 million and $3.1 million of restructuring and integration costs during the three and six months ended July 3, 2022, respectively.

The restructuring and integration costs incurred during 2023 and 2022 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~~Furthermore, there were no significant severance accrual balances as of ~~October 1, 2017~~July 2, 2023 or December 31, ~~2016.~~

2022.

The following table summarizes the severance and other restructuring and integration costs of the Acquisition Integration Program described above by financial statement line item in the Condensed Consolidated Statement of Operations:


	Three Months Ended				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Cost of sales	$	—	$	520	$	—	$	892
Selling, general and administrative expenses	1,323		647		1,997		3,258
Research and development expenses	94		—		94		—
Total	$	1,417	$	1,167	$	2,091	$	4,150

-17-

Note 9:12: Long-Term Debt and Other Borrowing Arrangements

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

October 1, 2017 December 31, 2016

(In thousands)
Revolving credit agreement due 2022 $ —
$ —
Senior subordinated notes:
3.375% Senior subordinated notes due 2027 528,165
—
4.125% Senior subordinated notes due 2026 234,740
209,081
2.875% Senior subordinated notes due 2025 352,110
—
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
Less unamortized debt issuance costs (23,743 ) (23,287 )
Long-term debt $ 1,530,077
$ 1,620,161


	July 2, 2023		December 31, 2022

	(In thousands)
Revolving credit agreement due 2026	$	—	$	—
Senior subordinated notes:
3.375% Senior subordinated notes due 2027	490,500		480,330
3.875% Senior subordinated notes due 2028	381,500		373,590
3.375% Senior subordinated notes due 2031	327,000		320,220
Total senior subordinated notes	1,199,000		1,174,140

Less unamortized debt issuance costs	(11,848)		(12,964)
Long-term debt	$	1,187,152	$	1,161,176

Revolving Credit Agreement due ~~2022~~2026

~~On May 16, 2017, we entered into an Amended and Restated Credit Agreement (the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver provides~~We have a ~~$400.0~~$300.0 million multi-currency asset-based revolving credit ~~facility.~~facility (the Revolver). The maturity date of the Revolver is June 2, 2026. 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.,~~United States, Canada, Germany, the United Kingdom and the Netherlands. ~~The maturity date of the Revolver is May 16, 2022.~~ Interest on outstanding borrowings is variable, based upon ~~LIBOR~~SOFR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. Outstanding borrowings in the U.S. and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25% — 0.75%, depending on our leverage position. We pay a commitment fee on ~~our available borrowing capacity~~the total commitments of 0.25%. In the event that we borrow more than 90% of our combined borrowing base or our borrowing base availability is less than $20.0 million, 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,~~July 2, 2023, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was ~~$314.1~~$291.2 million.

Senior Subordinated Notes

InWe had outstanding €200.0 million aggregate principal amount of 4.125% senior subordinated notes due 2026 (the 2026 Notes). During the six months ended July ~~2017,~~3, 2022, we ~~completed an offering~~repurchased the full €200.0 million 2026 Notes outstanding for cash consideration of €204.1 million ($227.9 million), including a redemption premium, and recognized a $6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We have outstanding €450.0 million ~~($509.5 million at issuance)~~ aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of ~~October 1, 2017~~July 2, 2023 is ~~$528.2~~$490.5 million. The 2027 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,~~2031 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 2025 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 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 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.

We have outstanding $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024 (the 2024 Notes). The 2024 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The 2024 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2025, and 20232028 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~~€350.0 million aggregate principal amount of ~~5.5%~~3.875% senior subordinated notes due ~~2023~~2028 (the ~~2023~~2028 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~~2028 Notes as of ~~October 1, 2017~~July 2, 2023 is ~~$238.8~~$381.5 million. The ~~2023~~2028 Notes are guaranteed on a senior subordinated basis by ~~certain of~~ our current and future domestic subsidiaries. The ~~notes~~2028 Notes rank equal in right of payment with our senior subordinated notes due ~~2027, 2026, 2025,~~2031 and ~~2024~~2027 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~~March 15 and ~~October~~September 15 of each year.

We ~~had~~have outstanding ~~$5.2~~€300.0 million aggregate principal amount of ~~9.25%~~3.375% senior subordinated notes due ~~2019~~2031 (the ~~2019~~2031 Notes). ~~On June 15, 2017, we repaid~~The carrying value of the 2031 Notes as of July 2, 2023 is $327.0 million. The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2027 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 January 15 and ~~recognized an immaterial loss on debt extinguishment related to unamortized debt issuance costs.~~July 15 of each year.

-18-

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of ~~October 1, 2017~~July 2, 2023 was approximately ~~$1,582.9~~$1,099.5 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~~$1,199.0 million as of ~~October 1, 2017.~~July 2, 2023.

Note ~~10:~~13: 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 of~~July 2, 2023, €567.8 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~~six months ended July 2, 2023 and July 3, 2022, the transaction gain (loss) associated with ~~these notes at October 1, 2017~~the net investment hedge reported in other comprehensive income was ~~$25.3 million.~~$(13.0) million and $53.5 million, respectively. In 2022, we de-designated €200.0 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 €200.0 million of debt are reported in income from continuing operations.

Note ~~11:~~14: Income Taxes

~~We recognized an income tax benefit of $11.1 million and $6.7 million for~~For the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, we recognized income tax expense of $15.7 million and $30.5 million, respectively, representing an effective tax ~~rates~~rate of ~~109.3%~~18.5% and ~~(12.0)%~~18.8%, respectively. The effective tax rates were primarily impacted by the ~~following significant factors:~~effect of our foreign operations, including statutory tax rates differences and foreign tax credits. On August 16, 2022, the Inflation Reduction Act of 2022 (the Act) was signed into law. None of the tax provisions of the Act are expected to have a material impact to our consolidated financial statements and related disclosures.

~~We recognized an income tax benefit of $2.5 million and $8.4 million in~~For the three and ~~nine~~six 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%July 3, 2022, ~~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.~~

Wewe recognized income tax expense of ~~$2.4~~$13.1 million ~~for the three months ended October 2, 2016,~~and $22.9 million, respectively, representing an effective tax rate of ~~6.2% . We recognized an income tax benefit of $1.1 million~~18.2% for ~~the nine months ended October 2, 2016, representing an effective tax rate of (1.2)%.~~each period. The effective tax rates were primarily impacted by the ~~following significant factors:~~

We recognized $2.9 million and $11.0 million of tax benefit 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.

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~~effect of our foreign ~~jurisdictions.~~operations, including statutory tax rates differences and foreign tax credits.

Note ~~12:~~15: 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
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Three Months Ended
Service cost	$	844	$	819	$	3	$	6
Interest cost	3,810		2,287		252		193
Expected return on plan assets	(4,329)		(3,798)		—		—
Amortization of prior service cost	44		44		—		—
Actuarial losses (gains)	(232)		224		(191)		(20)

Net periodic benefit cost (income)	$	137	$	(424)	$	64	$	179

Six Months Ended
Service cost	$	1,534	$	1,730	$	6	$	12
Interest cost	7,554		4,592		503		388
Expected return on plan assets	(8,438)		(7,761)		—		—
Amortization of prior service cost	87		91		—		—
Actuarial losses (gains)	(458)		460		(382)		(40)

Net periodic benefit cost (income)	$	279	$	(888)	$	127	$	360

-19-

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:~~16: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:


	Three Months Ended				Six Months Ended
	July 2, 2023		July 3, 2022		July 2, 2023		July 3, 2022

	(In thousands)
Net income	$	68,775	$	58,642	$	131,720	$	94,486
Foreign currency translation adjustments, net of tax	(4,577)		51,945		(21,595)		55,707
Adjustments to pension and postretirement liability, net of tax	(284)		181		(564)		374
Total comprehensive income	63,914		110,768		109,561		150,567
Less: Comprehensive income (loss) attributable to noncontrolling interests	24		56		(221)		86
Comprehensive income attributable to Belden	$	63,890	$	110,712	$	109,782	$	150,481

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

The tax impacts of the foreign currency translation adjustments and pension liability adjustments in the table above are not material.

The accumulated balances related to each component of other comprehensive ~~income (loss),~~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 Loss

	(In thousands)
Balance at December 31, 2022	$	(1,944)	$	(3,927)	$	(5,871)
Other comprehensive loss attributable to Belden before reclassifications	(21,599)		—		(21,599)
Amounts reclassified from accumulated other comprehensive loss	(139)		(564)		(703)
Net current period other comprehensive loss attributable to Belden	(21,738)		(564)		(22,302)
Balance at July 2, 2023	$	(23,682)	$	(4,491)	$	(28,173)

The following table summarizes the effects of reclassifications from accumulated other comprehensive ~~income (loss)~~loss for the ~~nine~~six months ended ~~October 1, 2017:~~July 2, 2023:


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income		Amounts Reclassified from Accumulated Other Comprehensive Income (2)		Affected Line Item in the Consolidated Statements of Operations and Comprehensive Loss

	(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)
Prior service credit	(30		)	(1)

Actuarial gains					Actuarial gains	$	(840)	(1)
Prior service cost					Prior service cost	87		(1)
Total before tax	1,904				Total before tax	(753)
Tax benefit	(733		)
Tax expense					Tax expense	189
Total net of tax	$	1,171			Total net of tax	$	(564)

(1) The amortization of these accumulated other comprehensive ~~income (loss)~~loss components are included in the computation of net periodic benefit costs (see Note ~~12)~~15).

(2) In addition, we reclassified $0.1 million of accumulated foreign currency translation gains associated with the sale of the Hite JV.

-20-

Note ~~14: Preferred Stock~~17: Share Repurchase

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: Share Repurchases~~

~~On May 25, 2017,~~In 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. On April 24, 2023, our Board of Directors authorized an additional $300.0 million under the share repurchase program. 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,~~July 2, 2023, we repurchased ~~0.2~~0.4 million shares of our common stock ~~under the share repurchase program~~ for an aggregate cost of ~~$11.5~~$36.2 million ~~and~~at an average price per share of ~~$76.16.~~

$92.01. During the six months ended July 2, 2023, we repurchased 1.0 million shares of our common stock for an aggregate cost of $86.2 million at an average price per share of $87.30. As of July 2, 2023, we had $278.8 million of authorizations remaining under the program. This share repurchase authorization does not have an expiration date.

During the three months ended July 3, 2022, we repurchased 0.3 million shares of our common stock for an aggregate cost of $16.6 million at an average price per share of $51.71. During the six months ended July 3, 2022, we repurchased 1.2 million shares of our common stock for an aggregate cost of $66.6 million at an average price per share of $55.23.

-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~~leading global supplier of network infrastructure solutions ~~company~~ built around ~~four~~2 global ~~business platforms – Broadcast Solutions,~~businesses - Enterprise Solutions and Industrial ~~Solutions, and Network~~Automation Solutions. Our mission is to build the foundation for a digital world that makes the digital journey simpler, smarter and secure.

Belden is moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions. We are aligned with attractive secular growth markets, positioned to provide comprehensive ~~portfolio~~solutions that drive customer outcomes, focused on new product innovation and technology leadership, and committed to sustainable ESG practices. Our current business goals are to:

•Drive organic revenue growth in excess of ~~signal transmission solutions provides industry leading secure and reliable transmission~~GDP;

•Deliver incremental Adjusted EBITDA margins of ~~data, sound, and video for mission critical applications.~~approximately 30%;

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•Generate free cash flow ~~on an annual basis. We utilize the cash flow generated~~of approximately $1 billion cumulatively from 2022 through 2025;

•Execute a disciplined capital allocation strategy while maintaining net leverage of approximately 1.5x; and

•Drive Adjusted EPS to at least $8.00 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.2025.

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~~2023 have had varying effects on our financial condition, results of operations, and cash flows.

Foreign ~~currency~~Currency

Our exposure to currency rate fluctuations primarily relates to exchange rate movements between the U.S. dollar and the ~~Euro,~~euro, Canadian dollar, Hong Kong dollar, Chinese yuan, ~~Japanese yen,~~ Mexican peso, Australian dollar, British pound, Indian rupee and ~~Brazilian real.~~Swiss franc. 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 43% of our consolidated revenues during the quarter ended July 2, 2023 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.

Inflation

During periods of inflation, if we are unable to raise prices timely and sufficiently to recover our material costs, our earnings could decline. Furthermore, inflation may impact labor, energy, and other costs. We monitor inflation pressures and proactively implement selling price increases or cost control measures as appropriate.

Commodity ~~prices~~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. ~~Importantly, however, there~~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.

-22-

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~~Sichert Acquisition

~~To leverage~~On April 17, 2023, we acquired Sichert with cash on hand for $97.5 million, net of cash acquired. Sichert, based in Berlin Germany, designs and manufactures a portfolio of polycarbonate street cabinets utilized in outside plant passive optical networks (“PON”) and 5G networks. Sichert is reported within 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. 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 BroadcastEnterprise Solutions segment. See Note 2.3.

~~Industrial Manufacturing Footprint~~Share Repurchase Program

During the three months ended July 2, 2023, our Board of Directors authorized an additional $300.0 million under the share repurchase program, and we repurchased 0.4 million shares of our common stock for an aggregate cost of $36.2 million at an average price per share of $92.01. See Note 17.

~~In 2016,~~Sale and Deconsolidation of Hite

During the three months ended July 2, 2023, we ~~began a program~~sold our 51% ownership interest in Shanghai Hi-Tech Control System Co, Ltd to ~~consolidate our manufacturing footprint. The manufacturing consolidation is expected to be completed in 2018. We recognized $11.4~~(Hite) for $0.9 million and ~~$25.3~~recognized a $0.4 million pretax gain on sale. The sale also includes $0.6 million of ~~severance~~potential earnout payments. The joint venture developed and ~~other restructuring costs for this program during~~provided certain Industrial Automation Solutions products and integrated solutions to customers in China. As Belden was the ~~three~~primary beneficiary of the joint venture, due to both our ownership percentage and ~~nine months ended October 1, 2017, respectively. The costs were incurred by~~control over the ~~Enterprise Solutions~~activities of the joint venture, we consolidated the joint venture in our financial statements and ~~Industrial Solutions segments,~~presented the results of the joint venture attributable to Hite’s ownership as ~~the manufacturing locations involved~~net income attributable to noncontrolling interest in the ~~program serve both platforms. We expect~~Condensed Consolidated Statements of Operations up to ~~incur approximately $7 million of additional severance~~April 28, 2023 when we sold and ~~other restructuring costs for this program in 2017 and 2018. We expect~~deconsolidated the ~~program to generate approximately $13 million of savings on an annualized basis, which we began to realize in the third quarter of 2017.~~

~~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 quarter of approximately $51.6 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 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, 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.entity. See Note 9.1.

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~~six months ended ~~October 1, 2017:~~July 2, 2023:

•We did not change any of our existing critical accounting policies from those listed in our ~~2016~~2022 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.

-23-

Results of Operations

Consolidated Income before 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)
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 )%


	Three Months Ended				% Change		Six Months Ended				% Change
	July 2, 2023		July 3, 2022				July 2, 2023		July 3, 2022

	(In thousands, except percentages)
Revenues	$	692,245	$	666,551	3.9	%	$	1,334,034	$	1,276,922	4.5	%
Gross profit	261,328		222,305		17.6	%	507,433		431,165		17.7	%
Selling, general and administrative expenses	(126,635)		(105,203)		20.4	%	(248,209)		(208,269)		19.2	%
Research and development expenses	(30,970)		(25,989)		19.2	%	(60,354)		(49,445)		22.1	%
Amortization of intangibles	(11,126)		(9,177)		21.2	%	(20,736)		(17,994)		15.2	%
Operating income	92,597		81,936		13.0	%	178,134		155,457		14.6	%
Interest expense, net	(8,812)		(11,276)		(21.9)	%	(17,013)		(25,687)		(33.8)	%
Non-operating pension benefit	646		1,070		(39.6)	%	1,134		2,270		(50.0)	%
Loss on debt extinguishment	—		—		n/a		—		(6,392)		(100.0)	%
Income from continuing operations before taxes	84,431		71,730		17.7	%	162,255		125,648		29.1	%

Revenues increased $25.7 million and $57.1 million in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023, respectively, from the comparable periods of ~~2016~~2022 due to the following factors:

•Higher ~~copper costs contributed $5.1~~sales volume and favorable pricing resulted in a $31.3 million and ~~$22.6~~$72.2 million ~~to the~~ increase in revenues, respectively.

•Acquisitions, net of divestitures contributed an estimated $7.0 million and $14.9 million in revenues, respectively.

•Copper pass-through pricing had an $11.5 million and $20.1 million unfavorable impact on revenues, respectively.

•Currency translation had a $1.1 million and $9.9 million unfavorable impact on revenues, respectively.

Gross profit increased $39.0 million and $76.3 million in the three and ~~nine~~six 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~~July 2, 2023, respectively, from the comparable periods of ~~2016~~2022 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~~and favorable product mix. Gross profit margins were robust, expanding 440 and 420 basis points to ~~gross profit dollars,~~37.8% and ~~as a result, lowers gross profit margins.~~38.0% in the three and six months ended July 2, 2023 from 33.4% and 33.8% in the comparable periods of 2022, respectively.

Selling, general and administrative expenses ~~decreased $10.2~~increased $21.4 million and ~~$25.3~~$39.9 million ~~respectively,~~ in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023, respectively, from the comparable periods of ~~2016. Decreases~~2022. The increase in ~~severance, restructuring,~~selling, general and ~~acquisition integration costs contributed $5.7 million and $13.4 million, respectively. The remaining decreases were~~administrative expenses is primarily ~~due~~attributable to ~~improved productivity.~~

strategic investments to enhance our solution selling capabilities as well as increases from acquisitions.

Research and development expenses increased ~~$1.9~~$5.0 million and $10.9 million in the three and six months ended ~~October 1, 2017~~July 2, 2023, respectively, from the comparable ~~period~~periods of ~~2016. Acquisitions, currency translation, and increases in severance, restructuring, and acquisition integration costs contributed~~

~~$0.5 million, $0.4 million, and $0.1 million, respectively, to the increase in research and development expense in the three months ended October 1, 2017. The remaining increase is~~2022 primarily due to increased investments ~~in research~~as we further strengthen our product offering and ~~development.~~

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,continue our commitment 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.

growth initiatives.

Amortization of intangibles increased ~~$3.4~~$1.9 million and ~~$2.3~~$2.7 million ~~respectively,~~ in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023, respectively, from the comparable periods of ~~2016. This is~~2022 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).acquisitions.

Operating income ~~decreased $1.2~~increased $10.7 million and $22.7 million in the three and six months ended ~~October 1, 2017~~July 2, 2023, respectively, from the comparable ~~period~~periods of ~~2016 primarily~~2022 due to the ~~decrease~~increase in gross profit, ~~increase in research and development, and increase in amortization expense,~~ partially offset by ~~the decrease~~increases in ~~selling, general and administrative~~operating expenses discussed above. Operating income increased $9.4 million in the nine months ended October 1, 2017 from the comparable period of 2016 primarily due to the decrease in selling, general and administrative expenses and research and development, partially offset by the decrease in gross profit and increase in amortization expenseas discussed above.

Net interest expense decreased ~~$4.1~~$2.5 million and ~~$5.5~~$8.7 million ~~respectively,~~ in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023, respectively, from the comparable periods of ~~2016 as a result~~2022 due to the retirement of ~~debt transactions~~the 2026 Notes during ~~2017. In July 2017, we issued €450.0~~2022 and an increase in interest income. See further discussion below.

The $6.4 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 of debt transactions during 2017. The~~ loss on debt extinguishment ~~recognized~~ in the ~~third quarter of 2017~~six months ended July 3, 2022 represents the premium paid to the bond holders to retire the ~~2022~~2026 Notes and ~~2023 notes and for~~the write-off of the unamortized debt issuance costs ~~written-off. The additional $0.8 million in~~associated with 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 (see2026 Notes. See Note ~~9).~~12.

~~For the three months ended October 1, 2017, we recognized a $10.2 million loss~~

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Income from continuing operations 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~~increased $12.7 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 recognized an income tax benefit of $2.5 million and $8.4~~$36.6 million in the three and ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, respectively, from the comparable periods of 2022 primarily due to the increase in operating income and decrease in debt costs as ~~a result of the implementation of a foreign tax credit planning strategy.~~discussed above.

Income Taxes


	Three Months Ended						% Change		Six Months Ended						% Change
	July 2, 2023			July 3, 2022					July 2, 2023			July 3, 2022

	(In thousands, except percentages)
Income from continuing operations before taxes	$	84,431		$	71,730		17.7	%	$	162,255		$	125,648		29.1	%
Income tax expense	15,656			13,088			19.6	%	30,535			22,910			33.3	%
Effective tax rate	18.5		%	18.2		%			18.8		%	18.2		%

~~Foreign tax rate differences reduced our income tax expense by approximately $1.4 million and $8.4 million in~~For the three and ~~nine~~six 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.~~

WeJuly 2, 2023, we recognized income tax expense of ~~$2.4~~$15.7 million ~~for the three months ended October 2, 2016,~~and $30.5 million, representing an effective tax rate of ~~6.2% . We recognized an income tax benefit of $1.1 million for the nine months ended October 2, 2016, representing an~~18.5% and 18.8%, respectively. The effective tax rate ~~of (1.2%). The effective tax rates were~~was primarily impacted by the ~~following significant factors:~~effect of our foreign operations, including statutory tax rates differences and foreign tax credits. See Note 14.

~~We recognized $2.9~~Consolidated Adjusted EBITDA


	Three Months Ended						% Change		Six Months Ended						% Change
	July 2, 2023			July 3, 2022					July 2, 2023			July 3, 2022

	(In thousands, except percentages)
Revenues	$	692,245		$	666,551		3.9	%	$	1,334,034		$	1,276,922		4.5	%
Adjusted EBITDA	123,179			110,967			11.0	%	234,630			210,461			11.5	%
as a percent of revenues	17.8		%	16.6		%			17.6		%	16.5		%

Adjusted EBITDA increased $12.2 million and ~~$11.0~~$24.2 million ~~of tax benefit~~ in the three and ~~nine~~six months ended ~~October~~July 2, ~~2016,~~2023, 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.~~

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.

~~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 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 in the three and nine months ended October 1, 2017~~ from the comparable periods of ~~2016~~2022 primarily due to ~~the following factors:~~

•~~Higher copper costs contributed $5.1 million and $22.6 million to the increase in revenues.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~~leverage on higher sales volume ~~resulted in a $5.6 million~~ and ~~$7.9 million decrease in revenues, respectively.~~

favorable product mix, as discussed above. Accordingly, Adjusted EBITDA ~~increased~~margins in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 expanded to 17.8% and 17.6% from 16.6% and 16.5% in the comparable periods of 2016 primarily due to improved productivity resulting from our restructuring actions and proven Lean enterprise system. Accordingly, as compared to the year ago periods, EBITDA margins expanded 70 basis points and 60 basis points for the three and nine months ended October 1, 2017 to 19.2% and 18.2%,2022, respectively.

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,~~acquisition-related expenses, 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~~operating 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.

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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:


	Three Months Ended						Six Months Ended
	July 2, 2023			July 3, 2022			July 2, 2023			July 3, 2022

	(In thousands, except percentages)
Revenues	$	692,245		$	666,551		$	1,334,034		$	1,276,922



GAAP income from continuing operations	$	68,775		$	58,642		$	131,720		$	102,738
Income tax expense	15,656			13,088			30,535			22,910
Depreciation expense	12,682			11,370			25,036			22,596
Amortization of intangible assets	11,126			9,177			20,736			17,994
Interest expense, net	8,812			11,276			17,013			25,687
Severance, restructuring, and acquisition integration costs (1)	4,059			5,857			5,771			9,580

Amortization of software development intangible assets	1,820			981			3,272			1,988
Adjustments related to acquisitions and divestitures (2)	249			576			547			576
Loss on debt extinguishment	—			—			—			6,392
Adjusted EBITDA	$	123,179		$	110,967		$	234,630		$	210,461

GAAP income from continuing operations margin	9.9		%	8.8		%	9.9		%	8.0		%
Adjusted EBITDA margin	17.8		%	16.6		%	17.6		%	16.5		%

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 %

~~(2)~~Acquisition Integration program. See Note 8, ~~Severance, Restructuring,~~11.

(2) Adjustments related to acquisitions and ~~Acquisition Integration Activities,~~ ~~for details~~.

Segment Results of Operations

For additional information regarding our segment measures, see Note 45 to the Condensed Consolidated Financial Statements.

~~Broadcast~~Enterprise Solutions


	Three Months Ended						% Change		Six Months Ended						% Change
	July 2, 2023			July 3, 2022					July 2, 2023			July 3, 2022

	(In thousands, except percentages)
Segment Revenues	$	312,529		$	307,444		1.7	%	$	587,872		$	575,874		2.1	%
Segment EBITDA	43,956			41,887			4.9	%	81,161			72,708			11.6	%
as a percent of segment revenues	14.1		%	13.6		%			13.8		%	12.6		%

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~~increased $5.1 million and $12.0 million in ~~both~~ the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 from the comparable periods of ~~2016 primarily due to decreases in sales volume of $14.2 million and $26.0 million,~~2022, respectively. The ~~decline~~increase 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~~July 2, 2023 was primarily due to increases in volume and favorable pricing of ~~Thinklogical contributed $11.6~~$3.5 million and ~~$21.8~~acquisitions of $7.2 million, partially offset by unfavorable currency translation of $1.6 million and lower copper pass-through pricing of $4.0 million. The increase in revenues ~~respectively.~~in the six months ended July 2, 2023 was primarily due to increases in volume and favorable pricing of $12.3 million and acquisitions of $11.2 million, partially offset by unfavorable currency translation of $4.6 million and lower copper pass-through pricing of $6.9 million.

~~Broadcast~~Enterprise Solutions EBITDA ~~decreased $0.8~~increased $2.1 million and ~~increased $1.4~~$8.5 million in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 from the comparable periods of ~~2016,~~2022, respectively, primarily as a result of the increase in revenues discussed above. Accordingly, for the three and six months ended July 2, 2023, Segment EBITDA margins expanded 50 and 120 basis points to 14.1% and 13.8% from 13.6% and 12.6% over the year ago periods, respectively.

-26-

Industrial Automation Solutions


	Three Months Ended						% Change		Six Months Ended						% Change
	July 2, 2023			July 3, 2022					July 2, 2023			July 3, 2022

	(In thousands, except percentages)
Segment Revenues	$	379,716		$	359,107		5.7	%	$	746,162		$	701,048		6.4	%
Segment EBITDA	78,631			68,060			15.5	%	152,418			135,588			12.4	%
as a percent of segment revenues	20.7		%	19.0		%			20.4		%	19.3		%

Industrial Automation Solutions revenues increased $20.6 million and $45.1 million in the three and six months ended July 2, 2023 from the comparable periods of 2022, respectively. The ~~decline~~increase in ~~EBITDA~~revenues in the three months ended ~~October 1, 2017 is~~July 2, 2023 was primarily ~~attributable~~due to ~~the decline~~increases in ~~revenues discussed above.~~volume and favorable pricing of $27.8 million and favorable currency translation of $0.5 million, partially offset by lower copper pass-through pricing of $7.5 million and divestitures of $0.2 million. The increase in ~~EBITDA~~revenues in the ~~nine~~six months ended ~~October 1, 2017 is~~July 2, 2023 was primarily due to ~~improved productivity resulting from our restructuring actions~~increases in volume and ~~acquisition integration activities. As a result, EBITDA margins expanded to 16.5%, an improvement~~favorable pricing 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 %

~~Enterprise Solutions revenues increased $10.4~~$59.9 million and ~~$20.5~~acquisitions, net of divestitures of $3.7 million, partially offset by unfavorable currency translation of $5.3 million and lower copper pass-through pricing of $13.2 million.

Industrial Automation Solutions EBITDA increased $10.6 million and $16.8 million in the three and ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 from the comparable periods of ~~2016, respectively. Higher copper costs resulted in an~~2022, respectively, primarily as a result of the increase in revenues ~~of $2.4 million~~discussed above, including solid operating leverage on volume growth 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~~mix. Accordingly, for the three and ~~nine~~six months ended ~~October 1, 2017 compared~~July 2, 2023, Segment EBITDA margins expanded to 20.7% and 20.4% from 19.0% and 19.3% over the year ago periods, ~~primarily because we have been unable to fully pass through the rise in copper costs to our customers.~~

~~Industrial 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 $ 160,471
$ 149,847
7.1 % $ 465,907
$ 438,746
6.2 %
Segment EBITDA 30,545
23,649
29.2 % 87,314
73,700
18.5 %
as a percent of segment revenues 19.0 % 15.8 % 18.7 % 16.8 %

Industrial Solutions revenues increased $10.6 million and $27.1 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods 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 an increase in revenues of $2.6 million and $10.9 million, respectively, and favorable currency translation resulted in an increase in revenues of $2.6 million and $0.8 million, respectively.

Industrial Solutions EBITDA increased $6.9 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 from the comparable period of 2016 primarily due to productivity. EBITDA decreased in the nine months ended October 1, 2017 from the comparable period of 2016 primarily due to unfavorable product mix, partially offset by improved productivity.

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~~2023 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:~~Statements, and for the six months ended July 3, 2022, includes the results of discontinued operations up to the February 22, 2022 disposal date:


	Six Months Ended
	July 2, 2023		July 3, 2022

	(In thousands)
Net cash provided by (used for):
Operating activities	$	54,715	$	(8,581)
Investing activities	(121,005)		204,977
Financing activities	(105,885)		(303,251)
Effects of currency exchange rate changes on cash and cash equivalents	(734)		(9,220)
Decrease in cash and cash equivalents	(172,909)		(116,075)
Cash and cash equivalents, beginning of period	687,676		643,757
Cash and cash equivalents, end of period	$	514,767	$	527,682

-27-

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 cash provided by operating activities totaled ~~$103.6~~$54.7 million in the ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, compared to ~~$147.4~~a use of cash of $8.6 million ~~for~~in the ~~comparable period of 2016, a decrease of $43.8 million. This deterioration was~~prior year. Operating cash flows improved $63.3 million compared to the prior year 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~~a $37.2 million increase in ~~inventory levels was due~~net income and $24.8 million improvement in ~~part~~operating assets and liabilities. Inventories experienced the biggest improvement as we continue to ~~our industrial manufacturing footprint program and lower sales volume in our Broadcast Solutions segment.~~reduce the outstanding backlog.

Net cash ~~used for~~from investing activities ~~totaled $200.3~~was a use of cash of $121.0 million ~~for~~in the ~~nine~~six months ended ~~October 1, 2017,~~July 2, 2023, compared to ~~$54.6~~a source of cash of $205.0 million ~~for~~in the ~~comparable period of 2016.~~prior year. Investing activities for the ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 included ~~payments, net of cash acquired,~~$97.6 million primarily for the acquisition of ~~Thinklogical of $165.9 million;~~Sichert and $32.7 million for capital expenditures, partially offset by $9.3 million received from the disposals of ~~$33.4 million; and a $1.0 million payment related to our 2015 acquisition of Tripwire that had previously been deferred.~~businesses. Investing activities for the ~~nine~~six months ended ~~October 2, 2016~~July 3, 2022 included ~~capital expenditures~~cash receipts of ~~$36.1 million; payments, net of cash acquired,~~$338.7 million for the ~~acquisition of M2FX of $15.3 million; and~~Tripwire disposal, partially offset by payments of ~~$2.5~~$104.1 million ~~related to our 2015 acquisition of Tripwire that had previously been deferred.~~for acquisitions and $31.0 million for capital expenditures.

Net cash used for financing activities totaled $105.9 million for the ~~nine~~six months ended ~~October 1, 2017 totaled $305.2 million,~~July 2, 2023, compared to ~~$438.0~~$303.3 million ~~of net cash provided by financing activities for~~in the ~~comparable period of 2016.~~prior year. Financing activities for the ~~nine~~six months ended ~~October 1, 2017~~July 2, 2023 included payments under our share repurchase program of $86.2 million, payments related to share based compensation activities of $16.9 million, cash dividend payments of $4.3 million, and proceeds from the issuance of common stock of $1.6 million. Financing activities for the six months ended July 3, 2022 included payments under borrowing arrangements of ~~$1,105.9 million, cash dividend payments of $32.5 million, debt issuance costs of $16.6~~$230.6 million, payments under our share repurchase program of ~~$11.5~~$66.6 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~~$5.2 million, cash dividend payments of $4.5 million, and proceeds from the issuance of ~~preferred~~common 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~~$3.7 million.

Our cash and cash equivalents balance was ~~$461.4~~$514.8 million as of ~~October 1, 2017.~~July 2, 2023. Of this amount, ~~$141.1~~$219.0 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~~July 2, 2023 consisted of ~~$1,553.8~~$1,199.0 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 912 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.~~statements.” 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.~~July 2, 2023.


	Principal Amount by Expected Maturity							Fair
	2023		Thereafter			Total		Value

	(In thousands, except interest rates)
€450.0 million fixed-rate senior subordinated notes due 2027	$	—	$	490,500		$	490,500	$	457,391
Average interest rate			3.375		%
€350.0 million fixed-rate senior subordinated notes due 2028	$	—	$	381,500		$	381,500	$	357,179
Average interest rate			3.875		%
€300.0 million fixed-rate senior subordinated notes due 2031	$	—	327,000			$	327,000	$	284,899
Average interest rate			3.375		%
Total						$	1,199,000	$	1,099,469

-28-

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~~2022 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.~~2022.

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.

-29-

PART II OTHER INFORMATION

Item 1: Legal Proceedings

~~PPC Broadband, Inc. v. Corning Optical Communications RF, LLC~~ - On July 5, 2011, the Company’s wholly-owned subsidiary, PPC Broadband, Inc. (“PPC”), filed an action for patent infringement in the U.S. District Court for the Northern District of New York against Corning Optical Communications RF LLC (“Corning”). The Complaint alleged that Corning infringed two of PPC’s patents - U.S. Patent Nos. 6,558,194 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, 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 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.

We are ~~also~~ a party to various 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.~~February 24, 2023. There may be additional risks that impact our business that we currently do not recognize as, or that are not currently, material to our business.

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.~~July 2, 2023 (in thousands, except per share amounts).


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

Balance at April 2, 2023					$	15,000
April 3, 2023 through May 7, 2023	—	$	—	—	315,000
May 8, 2023 through June 4, 2023	42	88.03		42	311,323
June 5, 2023 through July 2, 2023	352	92.48		352	278,776
Total	394	$	92.01	394	$	278,776

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,~~November 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~~security laws and other ~~restrictions.~~regulations. In April 2023, our Board of Directors authorized an additional $300.0 million under the share repurchase program. 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 the three months ended ~~October 1, 2017,~~July 2, 2023, we repurchased ~~0.2~~0.4 million shares of our common stock ~~under the share repurchase program~~ for an aggregate cost of ~~$11.5~~$36.2 million ~~and~~at an average price per share of ~~$76.16.~~$92.01. From inception of our program to the date of this filing, we have repurchased 5.5 million shares of our common stock for an aggregate cost of $324.6 million and an average price of $59.25. See Note 17. As of the date of this filing, we had $275.4 million of authorizations remaining under the program.

Item 5: Other Information

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended July 2, 2023.

-30-

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.SCH			~~XBRL Instance~~Schema Document

Exhibit ~~101.SCH~~101.CAL			~~XBRL Taxonomy Extension Schema~~Calculation Linkbase Document

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

Exhibit ~~101.DEF~~101.LAB			~~XBRL Taxonomy Extension Definition~~Labels Linkbase Document

~~Exhibit 101.LAB~~		~~XBRL Taxonomy Extension Label~~

Exhibit 101.PRE		~~XBRL Taxonomy Extension~~ Presentation Linkbase 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~~August 3, 2023

By:

/s/ ~~John S. Stroup~~Ashish Chand

~~John S. Stroup~~Ashish Chand

President and Chief Executive Officer ~~and Chairman~~

Date:

~~November 6, 2017~~August 3, 2023

By:

/s/ ~~Henk Derksen~~Jeremy Parks

~~Henk Derksen~~Jeremy Parks

Senior Vice President, Finance, and Chief Financial Officer

Date:

~~November 6, 2017~~August 3, 2023

By:

/s/ Douglas R. Zink

Douglas R. Zink

Vice President and Chief Accounting Officer

~~- 34-~~

-32-



	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



		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



	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



	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