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 April ~~4, 2021~~3, 2022

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 ☑ No ☐.

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ 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 ☑ Accelerated filer ☐ Non-accelerated filer ☐ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

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 ofof May ~~5, 2021,~~4, 2022, the Registrant had ~~44,738,828 ou~~44,256,175 out~~tstanding~~standing shares of common stock.

-1-

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


		April 4, 2021		December 31, 2020			April 3, 2022		December 31, 2021
		(Unaudited)
		(In thousands)					(In thousands)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	370,552	$	501,994	Cash and cash equivalents	$	559,582	$	641,563
Receivables, net	Receivables, net	342,416		296,817		Receivables, net	375,626		383,444
Inventories, net	Inventories, net	275,405		247,298		Inventories, net	396,497		345,203
Other current assets	Other current assets	59,741		52,289		Other current assets	61,980		58,283
Current assets held for sale		16,279		0
Current assets of discontinued operations						Current assets of discontinued operations	—		449,402
Total current assets	Total current assets	1,064,393		1,098,398		Total current assets	1,393,685		1,877,895
Property, plant and equipment, less accumulated depreciation	Property, plant and equipment, less accumulated depreciation	356,780		368,620		Property, plant and equipment, less accumulated depreciation	340,081		343,564
Operating lease right-of-use assets	Operating lease right-of-use assets	54,660		54,787		Operating lease right-of-use assets	80,219		75,571
Goodwill	Goodwill	1,284,913		1,251,938		Goodwill	859,276		821,448
Intangible assets, less accumulated amortization	Intangible assets, less accumulated amortization	309,618		287,071		Intangible assets, less accumulated amortization	267,429		238,155
Deferred income taxes	Deferred income taxes	29,114		29,536		Deferred income taxes	32,747		31,486
Other long-lived assets	Other long-lived assets	48,190		49,384		Other long-lived assets	29,834		29,558
		$	3,147,668	$	3,139,734		$	3,003,271	$	3,417,677

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	250,426	$	244,120	Accounts payable	$	359,811	$	377,765
Accrued liabilities	Accrued liabilities	252,025		276,641		Accrued liabilities	223,737		278,108
Current liabilities held for sale		5,555		0
Current liabilities of discontinued operations						Current liabilities of discontinued operations	—		99,079
Total current liabilities	Total current liabilities	508,006		520,761		Total current liabilities	583,548		754,952
Long-term debt	Long-term debt	1,509,708		1,573,726		Long-term debt	1,213,639		1,459,991
Postretirement benefits	Postretirement benefits	154,171		160,400		Postretirement benefits	116,597		120,997
Deferred income taxes	Deferred income taxes	43,101		38,400		Deferred income taxes	60,014		49,027
Long-term operating lease liabilities	Long-term operating lease liabilities	45,642		46,398		Long-term operating lease liabilities	65,943		61,967
Other long-term liabilities	Other long-term liabilities	41,580		42,998		Other long-term liabilities	15,935		14,661
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock	Common stock	503		503		Common stock	503		503
Additional paid-in capital	Additional paid-in capital	827,271		823,605		Additional paid-in capital	826,682		833,627
Retained earnings	Retained earnings	477,279		450,876		Retained earnings	539,294		505,717
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(138,126)		(191,851)		Accumulated other comprehensive loss	(66,638)		(70,566)
Treasury stock	Treasury stock	(327,835)		(332,552)		Treasury stock	(353,071)		(313,994)
Total Belden stockholders’ equity	Total Belden stockholders’ equity	839,092		750,581		Total Belden stockholders’ equity	946,770		955,287
Noncontrolling interests	Noncontrolling interests	6,368		6,470		Noncontrolling interests	825		795
Total stockholders’ equity	Total stockholders’ equity	845,460		757,051		Total stockholders’ equity	947,595		956,082
		$	3,147,668	$	3,139,734		$	3,003,271	$	3,417,677

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					Three Months Ended
		April 4, 2021		March 29, 2020					April 3, 2022		April 4, 2021

		(In thousands, except per share data)				(In thousands, except per share data)
Revenues	Revenues	$	536,381	$	463,526			Revenues	$	610,371	$	508,683
Cost of sales	Cost of sales	(345,037)		(293,025)				Cost of sales	(401,511)		(339,500)
Gross profit	Gross profit	191,344		170,501				Gross profit	208,860		169,183
Selling, general and administrative expenses	Selling, general and administrative expenses	(98,449)		(98,389)				Selling, general and administrative expenses	(103,066)		(80,635)
Research and development expenses	Research and development expenses	(31,500)		(26,219)				Research and development expenses	(23,456)		(22,612)
Amortization of intangibles	Amortization of intangibles	(9,947)		(16,185)				Amortization of intangibles	(8,817)		(7,993)

Asset impairments								Asset impairments	—		(6,995)
Operating income	Operating income	51,448		29,708				Operating income	73,521		50,948
Interest expense, net	Interest expense, net	(15,511)		(13,324)				Interest expense, net	(14,411)		(15,511)
Loss on debt extinguishment								Loss on debt extinguishment	(6,392)		—
Non-operating pension benefit	Non-operating pension benefit	684		699				Non-operating pension benefit	1,200		684
Income from continuing operations before taxes	Income from continuing operations before taxes	36,621		17,083				Income from continuing operations before taxes	53,918		36,121
Income tax expense	Income tax expense	(7,880)		(2,192)				Income tax expense	(9,822)		(7,056)
Income from continuing operations	Income from continuing operations	28,741		14,891				Income from continuing operations	44,096		29,065
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	0		(26,110)				Loss from discontinued operations, net of tax	(3,685)		(324)

Net income (loss)		28,741		(11,219)
Less: Net income (loss) attributable to noncontrolling interest		75		(30)
Net income (loss) attributable to Belden stockholders		$	28,666	$	(11,189)
Loss on disposal of discontinued operations, net of tax								Loss on disposal of discontinued operations, net of tax	(4,567)		—
Net income								Net income	35,844		28,741
Less: Net income attributable to noncontrolling interest								Less: Net income attributable to noncontrolling interest	3		75
Net income attributable to Belden stockholders								Net income attributable to Belden stockholders	$	35,841	$	28,666

Weighted average number of common shares and equivalents:	Weighted average number of common shares and equivalents:							Weighted average number of common shares and equivalents:
Basic	Basic	44,679		45,390				Basic	44,811		44,679
Diluted	Diluted	45,045		45,538				Diluted	45,567		45,045

Basic income (loss) per share attributable to Belden stockholders:	Basic income (loss) per share attributable to Belden stockholders:							Basic income (loss) per share attributable to Belden stockholders:
Continuing operations	Continuing operations	$	0.64	$	0.33			Continuing operations	$	0.98	$	0.65
Discontinued operations	Discontinued operations	0		(0.58)				Discontinued operations	(0.08)		(0.01)

Net income (loss)		$	0.64	$	(0.25)
Disposal of discontinued operations								Disposal of discontinued operations	(0.10)		—
Net income								Net income	$	0.80	$	0.64

Diluted income (loss) per share attributable to Belden stockholders:	Diluted income (loss) per share attributable to Belden stockholders:							Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations	Continuing operations	$	0.64	$	0.33			Continuing operations	$	0.97	$	0.64
Discontinued operations	Discontinued operations	0		(0.58)				Discontinued operations	(0.08)		(0.01)

Net income (loss)		$	0.64	$	(0.25)
Disposal of discontinued operations								Disposal of discontinued operations	(0.10)		—
Net income								Net income	$	0.79	$	0.64

Comprehensive income attributable to Belden	Comprehensive income attributable to Belden	$	82,391	$	11,134			Comprehensive income attributable to Belden	$	39,769	$	82,391

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

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

-2-

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)


	Three Months Ended
	April 3, 2022		April 4, 2021

	(In thousands)
Cash flows from operating activities:
Net income	$	35,844	$	28,741
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	21,083		22,196
Loss on debt extinguishment	6,392		—
Share-based compensation	5,224		7,285
Asset impairments	—		6,995

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables	37,617		(50,208)
Inventories	(46,959)		(19,313)
Accounts payable	(21,373)		3,269
Accrued liabilities	(83,527)		(30,765)
Income taxes	2,209		1,416
Other assets	(2,915)		(4,226)
Other liabilities	(11,550)		(6,885)
Net cash used for operating activities	(57,955)		(41,495)
Cash flows from investing activities:
Proceeds from disposal of businesses, net of cash sold	338,686		1,106
Proceeds from disposal of tangible assets	56		12
Capital expenditures	(10,963)		(11,223)
Cash used for business acquisitions, net of cash acquired	(65,990)		(72,232)

Net cash provided by (used for) investing activities	261,789		(82,337)
Cash flows from financing activities:

Payments under borrowing arrangements	(230,639)		(1,841)
Payments under share repurchase program	(50,000)		—
Withholding tax payments for share-based payment awards	(3,700)		(905)

Cash dividends paid	(2,276)		(2,246)
Payments under financing lease obligations	(45)		(43)


Net cash used for financing activities	(286,660)		(5,035)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(1,349)		(2,277)
Decrease in cash and cash equivalents	(84,175)		(131,144)
Cash and cash equivalents, beginning of period	643,757		501,994
Cash and cash equivalents, end of period	$	559,582	$	370,850

Three Months Ended
April 4, 2021 March 29, 2020
(In thousands)
Cash flows from operating activities:
Net income (loss) $ 28,741 $ (11,219)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation and amortization 22,196 26,798
Share-based compensation 7,285 3,708
Asset impairment 6,995 23,197
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables (50,208) 43,627
Inventories (19,313) (29,054)
Accounts payable 3,269 (50,827)
Accrued liabilities (30,765) (38,425)
Income taxes 1,416 (16,500)
Other assets (4,226) 6,144
Other liabilities (6,885) (9,501)
Net cash used for operating activities (41,495) (52,052)
Cash flows from investing activities:
Cash from (used for) business acquisitions, net of cash acquired (72,232) 590
Capital expenditures (11,223) (20,935)
Proceeds from disposal of tangible assets 12 2,090
Proceeds from disposal of business, net of cash sold 1,106 0
Net cash used for investing activities (82,337) (18,255)
Cash flows from financing activities:
Cash dividends paid (2,246) (2,296)
Payments under borrowing arrangements (1,841) 0
Withholding tax payments for share-based payment awards (905) (1,003)
Other (43) (58)
Payments under share repurchase program 0 (21,239)
Payment of earnout consideration 0 (29,300)
Net cash used for financing activities (5,035) (53,896)
Effect of foreign currency exchange rate changes on cash and cash equivalents (2,277) (7,947)
Decrease in cash and cash equivalents (131,144) (132,150)
Cash and cash equivalents, beginning of period 501,994 425,885
Cash and cash equivalents, end of period $ 370,850 $ 293,735

The Condensed Consolidated Cash Flow Statement ~~for the period ended March 29, 2020~~ includes the results of discontinued operations ~~which were sold on July 2, 2020.~~up to the disposal date, February 22, 2022.

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

-3-

BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS

(Unaudited)


		Belden Inc. Stockholders																			Belden Inc. Stockholders
					Additional							Accumulated Other		Non-controlling												Additional											Accumulated Other			Non-controlling
		Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive							Common Stock						Paid-In			Retained			Treasury Stock					Comprehensive
		Shares	Amount		Capital		Earnings		Shares	Amount		Income (Loss)				Interests				Total		Shares			Amount			Capital			Earnings		Shares			Amount			Income (Loss)			Interests			Total
																					(In thousands)
Balance at December 31, 2020		50,335	$	503	$	823,605	$	450,876	(5,692)	$	(332,552)	$	(191,851)	$	6,470		$	757,051
Balance at December 31, 2021																				Balance at December 31, 2021	50,335		$	503		$	833,627		$	505,717		(5,360)		$	(313,994)		$	(70,566)		$	795		$	956,082
Net income	Net income	—	—		—		28,666		—	—		—		75			28,741			Net income	—		—			—			35,841			—		—			—			3			35,844
Other comprehensive income (loss), net of tax		—	—		—		—		—	—		53,725		(197)			53,528
Acquisition of business with noncontrolling interests		—	—		—		—		—	—		—		20			20
Other comprehensive income, net of tax																				Other comprehensive income, net of tax	—		—			—			—			—		—			3,928			27			3,955
Retirement Savings Plan stock contributions	Retirement Savings Plan stock contributions	—	—		(493)		—		45	2,496		—		—			2,003			Retirement Savings Plan stock contributions	—		—			(356)			—			43		2,809			—			—			2,453
Exercise of stock options, net of tax withholding forfeitures	Exercise of stock options, net of tax withholding forfeitures	—	—		(723)		—		9	541		—		—			(182)			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	Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—	—		(2,403)		—		27	1,680		—		—			(723)			Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—			(11,287)			—			103		7,739			—			—			(3,548)
Share repurchase program																				Share repurchase program	—		—			—			—			(885)		(50,000)			—			—			(50,000)
Share-based compensation	Share-based compensation	—	—		7,285		—		—	—		—		—			7,285			Share-based compensation	—		—			5,224			—			—		—			—			—			5,224
Common stock dividends ($0.05 per share)	Common stock dividends ($0.05 per share)	—	—		—		(2,263)		—	—		—		—			(2,263)			Common stock dividends ($0.05 per share)	—		—			—			(2,264)			—		—			—			—			(2,264)
Balance at April 4, 2021		50,335	$	503	$	827,271	$	477,279	(5,611)	$	(327,835)	$	(138,126)	$	6,368		$	845,460

Balance at April 3, 2022																				Balance at April 3, 2022	50,335		$	503		$	826,682		$	539,294		(6,093)		$	(353,071)		$	(66,638)		$	825		$	947,595


			Belden Inc. Stockholders																						Belden Inc. Stockholders
				Additional							Accumulated Other		Non-controlling															Additional												Accumulated Other			Non-controlling
		Common Stock		Paid-In		Retained		Treasury Stock			Comprehensive							Common Stock								Paid-In			Retained			Treasury Stock						Comprehensive
			Shares	Amount		Capital		Earnings		Shares	Amount				Income (Loss)				Interests				Total			Shares			Amount			Capital			Earnings			Shares			Amount			Income (Loss)			Interests			Total
			(In thousands)																						(In thousands)
Balance at December 31, 2019			50,335	$	503	$	811,955	$	518,004	(4,877)	$	(307,197)	$	(63,418)		$	5,972			$	965,819
Cumulative effect of change in accounting principle			—	—		—		(2,916)		—	—		—			—				(2,916)
Net loss			—	—		—		(11,189)		—	—		—			(30)				(11,219)
Balance at December 31, 2020																						Balance at December 31, 2020		50,335			$	503		$	823,605		$	450,876		(5,692)			$	(332,552)		$	(191,851)		$	6,470		$	757,051
Net income																						Net income		—			—			—			28,666			—			—			—			75			28,741
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax		—	—		—		—		—	—		22,323			(150)				22,173			Other comprehensive income (loss), net of tax		—			—			—			—			—			—			53,725			(197)			53,528
Acquisition of business with noncontrolling interests																						Acquisition of business with noncontrolling interests		—			—			—			—			—			—			—			20			20
Retirement Savings Plan stock contributions																						Retirement Savings Plan stock contributions		—			—			(493)			—			45			2,496			—			—			2,003
Exercise of stock options, net of tax withholding forfeitures	Exercise of stock options, net of tax withholding forfeitures		—	—		(542)		—		7	370		—			—				(172)			Exercise of stock options, net of tax withholding forfeitures		—			—			(723)			—			9			541			—			—			(182)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	Conversion of restricted stock units into common stock, net of tax withholding forfeitures		—	—		(2,631)		—		29	1,800		—			—				(831)			Conversion of restricted stock units into common stock, net of tax withholding forfeitures		—			—			(2,403)			—			27			1,680			—			—			(723)
Share repurchase program			—	—		—		—		(592)	(21,239)		—			—				(21,239)
Share-based compensation	Share-based compensation		—	—		3,708		—		—	—		—			—				3,708			Share-based compensation		—			—			7,285			—			—			—			—			—			7,285
Common stock dividends ($0.05 per share)	Common stock dividends ($0.05 per share)		—	—		—		(2,288)		—	—		—			—				(2,288)			Common stock dividends ($0.05 per share)		—			—			—			(2,263)			—			—			—			—			(2,263)
Balance at March 29, 2020			50,335	$	503	$	812,490	$	501,611	(5,433)	$	(326,266)	$	(41,095)		$	5,792			$	953,035
Balance at April 4, 2021																						Balance at April 4, 2021		50,335			$	503		$	827,271		$	477,279		(5,611)			$	(327,835)		$	(138,126)		$	6,368		$	845,460

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

-4-

BELDEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, ~~2020:~~2021:

•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 ~~2020~~2021 Annual Report on Form 10-K.

Business Description

We are a global supplier of specialty networking solutions built around 2 global ~~business platforms~~businesses - Enterprise Solutions and Industrial Automation Solutions. Our comprehensive portfolio of solutions enables customers to transmit and secure data, sound, and video for mission critical applications across complex enterprise and industrial environments.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April ~~4, 2021,~~3, 2022, the ~~94th~~93rd day of our fiscal year ~~2021.~~2022. Our fiscal second and third quarters each have 91 days. The three months ended April 3, 2022 and April 4, 2021 included 93 days and ~~March 29, 2020 included~~ 94 ~~and 89~~ days, 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 months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 3) and for impairment testing (see Notes 4 and ~~10)~~11). We did not have any transfers between Level 1 and Level 2 fair value measurements during the three months ended April 3, 2022 and April 4, ~~2021 and March 29, 2020.~~2021.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of April ~~4, 2021,~~3, 2022, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes.

-5-

During the three months ended March 29, 2020, we paid the sellers of Snell Advanced Media (SAM) the full earnout consideration of $31.4 million in cash in accordance with the purchase agreement. SAM was acquired on February 8, 2018 and was included in the Grass Valley disposal group.

Contingent Liabilities

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

As of April ~~4, 2021,~~3, 2022, we were party to ~~bank guaranties,~~ standby letters of credit, bank guaranties, and surety bonds totaling ~~$7.1~~$7.4 million, ~~$6.0~~$6.2 million, and $3.3 million, respectively.

Revenue Recognition

We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2.

Subsequent Events

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

Noncontrolling Interest

We have a 51% ownership percentage in a joint venture with Shanghai Hi-Tech Control System Co, Ltd (Hite). The purpose of the joint venture is to develop and provide certain Industrial Automation Solutions products and integrated solutions to customers in China. Belden and Hite are committed to fund $1.53 million and $1.47 million, respectively, to the joint venture in the future. The joint venture is determined to not have sufficient equity at risk; therefore, it is considered a variable interest entity. We have determined that Belden is the primary beneficiary of the joint venture, due to both our ownership percentage and our control over the activities of the joint venture that most significantly impact its economic performance based on the terms of the joint venture agreement with Hite. Because Belden is the primary beneficiary of the joint venture, we have consolidated the joint venture in our financial statements. The results of the joint venture attributable to Hite’s ownership are presented as net income ~~(loss)~~ attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations. The joint venture is not material to our ~~Condensed Consolidated~~consolidated financial statements as of or for the periods ended April 3, 2022 and April 4, ~~2021 and March 29, 2020.~~2021.

~~Furthermore, certain~~

Certain subsidiaries of ~~our~~ Opterna ~~and~~ ~~OTN Systems N.V. (OTN)~~ ~~businesses,~~included noncontrolling interests, which ~~we acquired in April~~generated an immaterial amount of ~~2019 and January 2021, respectively, include noncontrolling interests.~~Opterna's annual revenues. Because we ~~have~~had a controlling financial interest in these subsidiaries, they ~~are consolidated into our financial statements. The results of these subsidiaries~~ were consolidated into our financial statements, ~~as of~~and the ~~respective acquisition dates. The~~ results that ~~are~~were attributable to the noncontrolling interest holders ~~are~~were presented as net income ~~(loss)~~ attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations. ~~An immaterial amount~~During the fourth quarter of 2021, we purchased Opterna's ~~annual revenues are generated from transactions with the noncontrolling interests. The subsidiaries of Opterna and OTN that include~~ noncontrolling interests ~~are~~for a purchase price of $2.3 million.

A subsidiary of OTN Systems includes a noncontrolling interest. Because we have a controlling financial interest in the subsidiary, it is consolidated into our financial statements. This subsidiary that includes a noncontrolling interest is not material to our ~~Condensed Consolidated~~consolidated financial statements as of or for the periods ended April 3, 2022 and April 4, ~~2021 and March 29, 2020.~~2021.

Note 2: Revenues

Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

-6-

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


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

Three Months Ended April 3, 2022												Three Months Ended April 3, 2022	(In thousands)
Enterprise Solutions												Enterprise Solutions	$	121,805	$	—	$	146,625	$	268,430
Industrial Automation Solutions												Industrial Automation Solutions	—		341,941		—		341,941
Total												Total	$	121,805	$	341,941	$	146,625	$	610,371

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

Three Months Ended March 29, 2020
Enterprise Solutions		$	96,103	$	0	$	0	$	116,110	$	212,213
Industrial Solutions		0		25,719		225,594		0		251,313
Industrial Automation Solutions												Industrial Automation Solutions	—		282,328		—		282,328
Total	Total	$	96,103	$	25,719	$	225,594	$	116,110	$	463,526	Total	$	105,091	$	282,328	$	121,264	$	508,683

The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product.
Americas EMEA APAC Total Revenues
Three Months Ended April 4, 2021 (In thousands)
Enterprise Solutions $ 162,676 $ 37,936 $ 25,743 $ 226,355
Industrial Solutions 185,148 81,280 43,598 310,026
Total $ 347,824 $ 119,216 $ 69,341 $ 536,381
Three Months Ended March 29, 2020
Enterprise Solutions $ 155,429 $ 35,862 $ 20,922 $ 212,213
Industrial Solutions 156,400 65,966 28,947 251,313
Total $ 311,829 $ 101,828 $ 49,869 $ 463,526


	Americas		EMEA		APAC		Total Revenues

Three Months Ended April 3, 2022	(In thousands)
Enterprise Solutions	$	204,386	$	39,389	$	24,655	$	268,430
Industrial Automation Solutions	204,310		90,451		47,180		341,941
Total	$	408,696	$	129,840	$	71,835	$	610,371

Three Months Ended April 4, 2021
Enterprise Solutions	$	162,675	$	37,936	$	25,744	$	226,355
Industrial Automation Solutions	166,223		75,096		41,009		282,328
Total	$	328,898	$	113,032	$	66,753	$	508,683

We generate revenues primarily by selling products that provide secure and reliable transmission of data, sound, and video for mission critical applications. We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative selling price and recognized when or as each performance obligation is satisfied. Generally, we determine relative selling price using the prices charged 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. ~~Generally, we determine relative selling price using~~Typically, payments are due after control transfers, which is less than one year from satisfaction of the ~~prices charged to customers on a standalone basis.~~performance obligation.

The amount of consideration we receive and 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 at the earlier of when 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 during the three months ended April 3, 2022 and April 4, ~~2021 nor March 29, 2020.~~2021.

The following table presents estimated and accrued variable consideration:

April 4, 2021 March 29, 2020
(in thousands)
Accrued rebates $ 23,415 $ 17,672
Accrued returns 13,155 10,491
Price adjustments recognized against gross accounts receivable 30,207 26,837


	April 3, 2022		December 31, 2021

	(in thousands)
Accrued rebates included in accrued liabilities	$	28,897	$	55,520
Accrued returns included in accrued liabilities	11,492		12,500
Price adjustments recognized against gross accounts receivable	22,742		23,035

-7-

Depending on the terms of an arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized ~~when~~when or as the services are performed depending on the terms of the arrangement. As of April ~~4, 2021,~~3, 2022, total deferred revenue was ~~$83.8~~$31.4 million, and of this amount, ~~$58.0~~$23.9 million is expected to be recognized within the next twelve months, and the remaining ~~$25.8~~$7.5 million is ~~long-term~~long-term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue ~~activity:~~activity during the three months ended April 3, 2022 and April 4, 2021:

Three Months Ended
April 4, 2021 March 29, 2020
(In thousands)
Beginning balance $ 77,648 $ 70,070
New deferrals 24,505 23,830
Acquisition of OTN 5,997 0
Revenue recognized (24,387) (24,415)
Ending balance $ 83,763 $ 69,485


	2022		2021

	(In thousands)
Beginning balance at January 1	$	19,390	$	11,130
New deferrals	8,857		3,751
Acquisitions	6,567		5,997
Revenue recognized	(3,365)		(1,272)
Balance at the end of Q1	$	31,449	$	19,606

Service-type warranties represent ~~$10.9~~$9.0 million of the deferred revenue balance at April ~~4, 2021,~~3, 2022, and of this amount ~~$3.9~~$4.2 million is expected to be recognized in the next twelve months, and the remaining ~~$7.0~~$4.8 million is long-term and will be recognized over a period greater than twelve months.

As of April 3, 2022 and December 31, 2021, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets. We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions ~~in other current and long-lived assets on our balance sheet~~ when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. ~~Total~~We did not have any capitalized sales commissions ~~was $6.1 million~~on our balance sheet as of April ~~4, 2021~~3, 2022 and ~~$3.0 million as of March 29, 2020.~~December 31, 2021. The following table presents sales commissions that are recorded within selling, general and administrative expenses:

Three Months ended
April 4, 2021 March 29, 2020
(In thousands)
Sales commissions $ 3,877 $ 4,175


	Three Months Ended
	April 3, 2022		April 4, 2021

	(In thousands)
Sales commissions	$	5,223	$	3,782

Note 3: Acquisitions

~~OTN Systems N.V.~~NetModule AG

We acquired ~~100% of the shares of OTN~~NetModule AG (NetModule) on ~~January 29, 2021~~March 3, 2022 for a preliminary purchase price, net of cash acquired of ~~$73.3 million. OTN,~~$23.5 million, which was funded with cash on hand. NetModule, based in ~~Olen, Belgium,~~Bern, Switzerland, is a leading provider of ~~easy to use~~reliable, fast and ~~highly-reliable~~secure wireless network ~~solutions tailored for specific applications~~infrastructures through advanced capabilities in ~~harsh, mission-critical environments. The acquisition~~5G and WiFi6 technologies in a variety of ~~OTN supports one of our key strategic priorities related to~~mission critical industries with a strong focus on mass transit and intelligent traffic systems within the ~~growing demand for industrial automation by adding proprietary technology and mission-critical hardware and software products for more complete end-to-end solutions.~~ transportation vertical. The results of ~~OTN~~NetModule have been included in our Condensed Consolidated Financial Statements from March 3, 2022, and are reported within the Industrial Automation Solutions segment. The NetModule acquisition was not material to our financial position or results of operations.

macmon secure GmbH

We acquired macmon secure GmbH (Macmon) on January 17, 2022, for a preliminary purchase price, net of cash acquired of $42.4 million, which was funded with cash on hand. Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructures in a variety of mission critical industries. The results of Macmon have been included in our Condensed Consolidated Financial Statements from January ~~29, 2021,~~17, 2022, and are reported within the Industrial Automation Solutions segment. ~~Belden assumed $1.8 million~~The Macmon acquisition was not material to our results of OTN's debt as part of the transaction, which was subsequently paid on the acquisition date. A subsidiary of OTN includes a noncontrolling interest. Because OTN has a controlling financial interest in the subsidiary, it is consolidated into our financial statements. The results that are attributable to the noncontrolling interest holder are presented as net income (loss) attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.

operations.

-8-

The following table summarizes the estimated, preliminary fair values of the assets acquired and the liabilities assumed as of January ~~29, 2021~~17, 2022 (in thousands):


Receivables	$	~~7,617~~
~~Inventories~~	~~12,805~~1,836
Other current assets	~~5,240~~173
Property, plant and equipment	~~602~~160
Intangible assets	~~33,500~~22,248
Goodwill	~~39,337~~31,258
Operating lease right-of-use assets	~~2,250~~
~~Other long-lived assets~~	~~706~~2,979
Total assets acquired	$	~~102,057~~58,654

Accounts payable	$	~~5,931~~371
Accrued liabilities	~~9,991~~
~~Long-term debt~~	~~1,841~~
~~Post retirement benefits~~	~~2,917~~4,079
Deferred income taxes	~~5,372~~5,828
Long-term operating lease liabilities	~~1,870~~2,534
Other long-term liabilities	~~771~~3,401
Total liabilities assumed	$	~~28,693~~16,213

Net assets	$	~~73,364~~
~~Noncontrolling interests~~	20

~~Net assets attributable to Belden~~	$	~~73,344~~42,441

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

The preliminary fair value of acquired receivables is $1.8 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 $7.6 million, which is equivalent to its gross contractual amount.~~

For purposes of the above allocation, we based our preliminary estimate of the fair values for ~~the acquired inventory,~~ intangible assets ~~and noncontrolling interests~~ on valuation 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 (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to the expansion of industrial automation product offerings in complete end-to-end solutions. Our tax basis in the acquired goodwill is 0.zero. The intangible assets related to the Macmon acquisition consisted of the following:


	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	18,825	4.0
Customer relationships	2,282		15.0
Trademarks	1,141		2.0
Total intangible assets subject to amortization	$	22,248

Intangible assets not subject to amortization:
Goodwill	$	31,258	n/a
Total intangible assets not subject to amortization	$	31,258

Total intangible assets	$	53,506
Weighted average amortization period			5.0

-9-

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

Fair Value Amortization Period
(In thousands) (In years)
Intangible assets subject to amortization:
Developed technologies $ 20,000 5.0
Customer relationships 7,500 12.0
Sales backlog 3,500 0.9
Trademarks 1,500 2.0
Non-compete agreements 1,000 2.0
Total intangible assets subject to amortization $ 33,500
Intangible assets not subject to amortization:
Goodwill $ 39,337 n/a
Total intangible assets not subject to amortization $ 39,337
Total intangible assets $ 72,837
Weighted average amortization period 5.9

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

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

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

Three Months Ended Three Months Ended
April 4, 2021 March 29, 2020
(In thousands, except per share data)
(Unaudited)
Revenues $ 536,780 $ 468,700
Net income from continuing operations attributable to Belden common stockholders 28,216 9,697
Diluted income from continuing operations per share attributable to Belden common stockholders $ 0.63 $ 0.21

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

~~-10-~~

Opterna International Corp.

Our acquisition of Opterna International Corp. (Opterna) in 2019 included potential earn-out consideration. As of the acquisition date, we estimated the fair value of the earn-out to be $5.8 million. ~~As of April 4,~~The earn-out period ended in 2021, and the financial targets tied to the earn-out were not ~~expected to be~~ achieved. We reduced the earn-out liability to 0zero and recognized a $5.8 million benefit in Selling, General and Administrative Expenses in the three months ended April 4, 2021. This benefit was excluded from Segment EBITDA of our Enterprise Solutions segment.

Note 4: ~~Assets Held for Sale~~Disposals

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 first quarter of 2021, we committed to a plan to sell anour oil and gas cable business ~~and determined~~in Brazil that we met all of the criteria to classify the assets and liabilities of this business, formerly part of the Industrial Automation Solutions segment, as held for sale. ~~The business is part of~~At such time, the ~~Industrial Solutions segment. The~~ carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $3.4 million. Therefore, we recognized an impairment charge in Selling, General and Administrative Expenses equal to this amount in the first quarter of 2021. The impairment charge iswas excluded from Segment EBITDA of our Industrial Automation Solutions segment. ~~The following table provides~~We completed the ~~major classes~~sale of ~~assets~~our oil and ~~liabilities classified as held~~gas cable business in Brazil during the second quarter of 2021 for ~~sale. In addition,~~$10.9 million, net of cash delivered with the ~~disposal group had $0.9 million of accumulated other comprehensive income at April 4, 2021.~~


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

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

~~Net assets~~	$	~~10,724~~

business.

Note 5: Discontinued Operations

~~During~~On February 7, 2022, we signed a definitive agreement to divest Tripwire for $350 million in cash, and completed the ~~fourth quarter~~transaction on February 22, 2022. We recognized a loss on disposal of ~~2019, we committed to a plan to sell Grass Valley, and at such time, met all~~discontinued operations, net of tax of $4.6 million during the ~~criteria to classify the assets and liabilities of this business as held for sale. Furthermore, we determined a~~three months ended April 3, 2022. The divestiture of ~~Grass Valley represented~~Tripwire represents a strategic shift ~~that is expected to have a major impact on~~impacting our operations and financial results. As a result, the ~~Grass Valley~~Tripwire disposal group, which was included in our ~~Enterprise~~Industrial Automation Solutions segment, ~~was~~is reported within discontinued operations. The Grass Valley disposal group excluded certain Grass Valley pension liabilities that we retained. We also ceased depreciating and amortizing the assets of the disposal group once they met the held for sale criteria during the fourth quarter of 2019.

~~-11-~~

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

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

The following table summarizes the operating results of the Tripwire disposal group ~~for~~up to the ~~three months ended March 29, 2020 (in thousands)~~February 22, 2022 disposal date during the first quarter of 2022 and 2021, respectively :


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


	January 1, 2022 - February 22, 2022		January 1, 2021 - April 4, 2021
	(In thousands)
Revenues	$	12,067	$	27,698
Cost of sales	(3,256)		(5,257)
Gross profit	8,811		22,441
Selling, general and administrative expenses	(8,185)		(10,819)
Research and development expenses	(5,528)		(8,888)
Amortization of intangible assets	(638)		(1,954)
Income (loss) before taxes	$	(5,540)	$	780

~~We wrote down~~During the ~~carrying value of Grass Valley and recognized asset impairments totaling $23.2 million in the~~ three months eended April 3, 2022 and April 4, 2021, th~~nded March 29, 2020. We determined the estimated fair values of the assets and of the reporting unit by calculating the present values of their estimated future cash flows.~~

~~The Grass Valley~~e Tripwire disposal group had capital ~~expenditures~~expenditures of approximately ~~$7.9~~$0.0 million and ~~incurred stock-based~~$0.7 million, respectively, and recognized share-based compensation ~~income~~expense of ~~$0.9~~$0.2 million ~~during the three months ended March 29, 2020.~~and $0.7 million, respectively. The disposal group did not have any significant non-cash charges for investing activities during the three months ended ~~March 29, 2020~~April 3, 2022 and April 4, 2021.

-10-

The following table provides the major classes of assets and liabilities of the disposal group as of December 31, 2021:


	December 31, 2021
	(In thousands)
Assets:
Cash and cash equivalents	$	2,194
Receivables, net	28,773
Inventories, net	150
Other current assets	7,418
Property, plant and equipment, less accumulated depreciation	6,250
Operating lease right-of-use assets	3,893
Goodwill	331,024
Intangible assets, less accumulated amortization	63,541
Deferred income taxes	834
Other long-lived assets	5,325
Total assets of Tripwire disposal group	$	449,402

Liabilities:
Accounts payable	$	6,458
Accrued liabilities	56,208
Deferred income taxes	10,964
Long-term operating lease liabilities	5,257
Other long-term liabilities	20,192
Total liabilities of Tripwire disposal group	$	99,079

The Tripwire disposal group also had $3.4 million of accumulated other comprehensive income as of December 31, 2021.

Note 6: Reportable Segments

We are organized around 2 global ~~business platforms:~~businesses: Enterprise Solutions and Industrial Automation Solutions. Each of the global ~~business platforms~~businesses represents a reportable segment. In conjunction with the Tripwire divestiture during the first quarter of 2022, we changed the name of our former Industrial Solutions segment to Industrial Automation Solutions. The composition of the segment did not change as a result of this name change.

The key measures of segment profit or loss are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues and include revenues that would have otherwise been recorded by acquired businesses as independent entities but were not recognized in our Condensed Consolidated Statements of Operations and Comprehensive Income due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value.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.

~~-12-~~-11-


		Enterprise Solutions		Industrial Solutions		Total Segments			Enterprise Solutions		Industrial Automation Solutions		Total Segments

		(In thousands)							(In thousands)
As of and for the three months ended April 3, 2022								As of and for the three months ended April 3, 2022
Segment Revenues								Segment Revenues	$	268,430	$	341,941	$	610,371

Segment EBITDA								Segment EBITDA	30,821		67,528		98,349
Depreciation expense								Depreciation expense	5,426		5,800		11,226
Amortization of intangibles								Amortization of intangibles	4,097		4,720		8,817
Amortization of software development intangible assets								Amortization of software development intangible assets	22		985		1,007
Severance, restructuring, and acquisition integration costs								Severance, restructuring, and acquisition integration costs	328		3,395		3,723

Segment assets								Segment assets	574,494		628,290		1,202,784

As of and for the three months ended April 4, 2021	As of and for the three months ended April 4, 2021							As of and for the three months ended April 4, 2021
Segment revenues		$	226,355	$	310,026	$	536,381
Affiliate revenues		331		23		354
Segment Revenues								Segment Revenues	$	226,355	$	282,328	$	508,683

Segment EBITDA	Segment EBITDA	28,106		51,363		79,469		Segment EBITDA	28,291		47,611		75,902
Depreciation expense	Depreciation expense	5,350		6,210		11,560		Depreciation expense	5,363		5,364		10,727
Amortization of intangibles	Amortization of intangibles	4,336		5,611		9,947		Amortization of intangibles	4,336		3,657		7,993
Amortization of software development intangible assets	Amortization of software development intangible assets	32		657		689		Amortization of software development intangible assets	32		377		409
Severance, restructuring, and acquisition integration costs	Severance, restructuring, and acquisition integration costs	1,915		3,256		5,171		Severance, restructuring, and acquisition integration costs	1,952		3,219		5,171
Adjustments related to acquisitions and divestitures	Adjustments related to acquisitions and divestitures	(6,286)		6,907		621		Adjustments related to acquisitions and divestitures	(6,307)		(67)		(6,374)
Asset impairments								Asset impairments	—		6,995		6,995
Segment assets	Segment assets	476,742		582,585		1,059,327		Segment assets	476,217		560,351		1,036,568

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

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


		Three Months Ended					Three Months Ended
		April 4, 2021		March 29, 2020					April 3, 2022		April 4, 2021

		(In thousands)				(In thousands)
Total Segment and Consolidated Revenues	Total Segment and Consolidated Revenues	$	536,381	$	463,526			Total Segment and Consolidated Revenues	$	610,371	$	508,683

Total Segment EBITDA	Total Segment EBITDA	$	79,469	$	60,239			Total Segment EBITDA	$	98,349	$	75,902
Depreciation expense								Depreciation expense	(11,226)		(10,727)
Amortization of intangibles	Amortization of intangibles	(9,947)		(16,185)				Amortization of intangibles	(8,817)		(7,993)
Depreciation expense		(11,560)		(10,282)
Amortization of software development intangible assets								Amortization of software development intangible assets	(1,007)		(409)
Severance, restructuring, and acquisition integration costs (1)	Severance, restructuring, and acquisition integration costs (1)	(5,171)		(3,619)				Severance, restructuring, and acquisition integration costs (1)	(3,723)		(5,171)
Amortization of software development intangible assets		(689)		(330)
Adjustments related to acquisitions and divestitures (2)		(621)		(20)
Asset impairments (2)								Asset impairments (2)	—		(6,995)
Adjustments related to acquisitions and divestitures (3)								Adjustments related to acquisitions and divestitures (3)	—		6,374
Eliminations	Eliminations	(33)		(95)				Eliminations	(55)		(33)
Consolidated operating income	Consolidated operating income	51,448		29,708				Consolidated operating income	73,521		50,948
Interest expense, net	Interest expense, net	(15,511)		(13,324)				Interest expense, net	(14,411)		(15,511)
Loss on debt extinguishment								Loss on debt extinguishment	(6,392)		—
Total non-operating pension benefit	Total non-operating pension benefit	684		699				Total non-operating pension benefit	1,200		684
Consolidated income from continuing operations before taxes	Consolidated income from continuing operations before taxes	$	36,621	$	17,083			Consolidated income from continuing operations before taxes	$	53,918	$	36,121

(1) Severance, restructuring, and acquisition integration costs for the three months ended April 3, 2022 primarily relate to our Acquisition Integration Program. See Note ~~12, Severance, Restructuring, and~~12. Costs for the three months ended April 4, 2021 primarily relate to our Acquisition Integration ~~Activities,~~Program and completed Cost Reduction Program.

-12-

(2) During the three months ended April 4, 2021, we recognized a $3.6 million impairment on assets held and used and a $3.4 million impairment on assets held for ~~details.~~sale. See Note 11.

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

~~-13-~~

Note 7: Income (loss) per Share

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


		Three Months Ended					Three Months Ended
		April 4, 2021		March 29, 2020					April 3, 2022		April 4, 2021

		(In thousands)				(In thousands)
Numerator:	Numerator:							Numerator:
Income from continuing operations	Income from continuing operations	$	28,741	$	14,891			Income from continuing operations	$	44,096	$	29,065
Less: Net income (loss) attributable to noncontrolling interest		75		(30)
Less: Net income attributable to noncontrolling interest								Less: Net income attributable to noncontrolling interest	3		75
Income from continuing operations attributable to Belden stockholders	Income from continuing operations attributable to Belden stockholders	28,666		14,921				Income from continuing operations attributable to Belden stockholders	44,093		28,990
Add: Loss from discontinued operations, net of tax	Add: Loss from discontinued operations, net of tax	0		(26,110)				Add: Loss from discontinued operations, net of tax	(3,685)		(324)

Net income (loss) attributable to Belden stockholders		$	28,666	$	(11,189)
Add: Loss on disposal of discontinued operations, net of tax								Add: Loss on disposal of discontinued operations, net of tax	(4,567)		—
Net income attributable to Belden stockholders								Net income attributable to Belden stockholders	$	35,841	$	28,666

Denominator:	Denominator:							Denominator:
Weighted average shares outstanding, basic	Weighted average shares outstanding, basic	44,679		45,390				Weighted average shares outstanding, basic	44,811		44,679
Effect of dilutive common stock equivalents	Effect of dilutive common stock equivalents	366		148				Effect of dilutive common stock equivalents	756		366
Weighted average shares outstanding, diluted	Weighted average shares outstanding, diluted	45,045		45,538				Weighted average shares outstanding, diluted	45,567		45,045

For the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ diluted weighted average shares outstanding exclude outstanding equity awards of 1.1 million and 1.3 million, ~~and 1.4 million,~~ respectively, ~~which~~as they are anti-dilutive. In addition, for the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ diluted weighted average shares outstanding do not include outstanding equity ~~awards~~awards of ~~0.4~~0.1 million and ~~0.3~~0.4 million, respectively, ~~because~~because the related performance conditions have not been satisfied.

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 8: Credit Losses

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

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

~~-14-~~-13-

Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other ~~historical, current and future~~ information that is reasonably available. The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ respectively:


		Three Months ended					2022		2021
		April 4, 2021		March 29, 2020
							(In thousands)
		(In thousands)
Beginning balance		$	5,150	$	2,569
Adoption adjustment		0		1,011
Beginning balance at January 1						Beginning balance at January 1	$	4,864	$	5,085
Current period provision	Current period provision	82		(172)		Current period provision	846		52
Acquisitions						Acquisitions	319		—
Write-offs	Write-offs	(57)		0		Write-offs	(667)		(47)
Recoveries collected	Recoveries collected	(23)		(9)		Recoveries collected	(50)		(23)
Fx impact	Fx impact	(17)		(213)		Fx impact	(19)		(17)
Ending balance		$	5,135	$	3,186
Q1 ending balance						Q1 ending balance	$	5,293	$	5,050

Note 9: Inventories

The following table presents the major classes of inventories as of April ~~4, 2021~~3, 2022 and December 31, ~~2020,~~2021, respectively:

April 4, 2021 December 31, 2020
(In thousands)
Raw materials $ 122,210 $ 106,514
Work-in-process 38,204 32,011
Finished goods 149,860 141,042
Gross inventories 310,274 279,567
Excess and obsolete reserves (34,869) (32,269)
Net inventories $ 275,405 $ 247,298


	April 3, 2022		December 31, 2021

	(In thousands)
Raw materials	$	173,524	$	157,315
Work-in-process	47,361		43,644
Finished goods	221,226		189,907
Gross inventories	442,111		390,866
Excess and obsolete reserves	(45,614)		(45,663)
Net inventories	$	396,497	$	345,203

Note 10: Leases

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and certain equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms of less than 1 year to 1517 years; some of which include extension and termination options for an additional 15 years or within 1 year, respectively. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Our lease agreements do not contain any material residual value guarantees or material variable lease payments.

We have entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on our balance sheet, and for the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ the rent expense for short-term leases was not material.

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

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

~~-15-~~

We are party to a lease guarantee, whereby Belden has covenanted the lease payments for one of Snell Advanced Media's (SAM) property leases through its 2035 expiration date. The lease guarantee was executed in 2018 following the acquisition of SAM, which we subsequently sold on July 2, 2020 as part of the Grass Valley disposal ~~group (see Note 5).~~group. This lease guarantee was retained by Belden and not transferred to Black Dragon Capital as part of the sale of Grass Valley. Belden would be required to make lease payments only if the primary obligor, Black Dragon Capital, fails to make the payments. As of April ~~4, 2021,~~3, 2022, the SAM lease has approximately ~~$21.5~~ $19.2 million of lease payments ~~remaining, but we do~~remaining. We have not ~~believe that it is probable that we have incurred~~recorded a liability ~~from the~~associated with this guarantee.

-14-

The components of lease expense were as follows:

Three Months Ended
April 4, 2021 March 29, 2020
(In thousands)
Operating lease cost $ 3,848 $ 3,597
Finance lease cost
Amortization of right-of-use asset $ 33 $ 33
Interest on lease liabilities 3 5
Total finance lease cost $ 36 $ 38


	Three Months Ended
	April 3, 2022		April 4, 2021

	(In thousands)
Operating lease cost	$	5,428	$	4,430

Finance lease cost
Amortization of right-of-use asset	$	288	$	32
Interest on lease liabilities	6		3
Total finance lease cost	$	294	$	35

Supplemental cash flow information related to leases was as follows:

Three Months Ended
April 4, 2021 March 29, 2020
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 4,135 $ 3,791
Operating cash flows from finance leases 3 5
Financing cash flows from finance leases 43 46


	Three Months Ended
	April 3, 2022		April 4, 2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,776	$	3,671
Operating cash flows from finance leases	6		3
Financing cash flows from finance leases	43		41

Supplemental balance sheet information related to leases was as follows:


		April 4, 2021		December 31, 2020			April 3, 2022		December 31, 2021

		(In thousands, except lease term and discount rate)					(In thousands, except lease term and discount rate)
Operating leases:	Operating leases:					Operating leases:
Total operating lease right-of-use assets	Total operating lease right-of-use assets	$	54,660	$	54,787	Total operating lease right-of-use assets	$	80,219	$	75,571

Accrued liabilities	Accrued liabilities	$	15,300	$	14,742	Accrued liabilities	$	16,818	$	16,377
Long-term operating lease liabilities	Long-term operating lease liabilities	45,642		46,398		Long-term operating lease liabilities	65,943		61,967
Total operating lease liabilities	Total operating lease liabilities	$	60,942	$	61,140	Total operating lease liabilities	$	82,761	$	78,344

Finance leases:	Finance leases:					Finance leases:
Other long-lived assets, at cost	Other long-lived assets, at cost	$	729	$	764	Other long-lived assets, at cost	$	3,799	$	3,650
Accumulated depreciation	Accumulated depreciation	(481)		(483)		Accumulated depreciation	(849)		(557)
Other long-lived assets, net	Other long-lived assets, net	$	248	$	281	Other long-lived assets, net	$	2,950	$	3,093

Weighted Average Remaining Lease Term

Operating leases

5 years

Operating leases

7 years

6 years

Finance leases

3 years

Finance leases

4 years

Weighted Average Discount Rate

Operating leases

6.5

6.6

Operating leases

5.0

4.8

Finance leases

4.7

4.9

Finance leases

4.3

4.4

~~-16-~~-15-

The following table summarizes maturities of lease liabilities as of April ~~4, 2021~~3, 2022 and December 31, ~~2020,~~2021, respectively:

April 4, 2021 December 31, 2020
(In thousands)
2021 $ 15,011 $ 19,250
2022 17,317 16,305
2023 13,299 12,552
2024 10,240 9,516
2025 9,158 8,718
Thereafter 9,062 8,901
Total $ 74,087 $ 75,242


	April 3, 2022		December 31, 2021

	(In thousands)
2022	$	16,034	$	20,691
2023	17,956		16,853
2024	14,583		13,662
2025	13,249		12,348
2026	11,379		10,466
Thereafter	23,793		17,967
Total	$	96,994	$	91,987

Note 11: Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense in income from continuing operations of ~~$11.6~~$11.2 million and ~~$10.3~~$10.7 million in the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ respectively.

We recognized amortization expense ~~related to our intangible assets~~in income from continuing operations of ~~$10.6~~$9.8 million and ~~$16.5~~$8.4 million in the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ respectively.

~~Interim~~Asset Impairment ~~Test~~

During the first quarter of 2021, we committed to a plan to sell anour oil and gas cable business in Brazil, and recognized an impairment charge of $3.4 ~~million.~~ million during the three months ended April 4, 2021. During the second quarter of 2021, we completed the sale of this business. See Note 4.

~~During~~

Also in the first quarter of 2021, we ~~also~~ performed a recoverability test onover certain held and used long-lived assets in our Industrial Automation Solutions ~~segment due to the presence of impairment indicators stemming from the increased probability of selling the assets.~~segment. We determined that the carrying values of the assets were not recoverable and recognized a $3.6 million impairment charge ~~in Selling, General and Administrative Expenses~~during the three months ended April 4, 2021 to write them down to fair value. This impairment charge iswas excluded from Segment EBITDA of our Industrial Automation Solutions segment.

Note 12: Severance, Restructuring, and Acquisition Integration Activities

~~Cost Reduction Program~~

During the fourth quarter of 2019, we began a cost reduction program to improve performance and enhance margins by streamlining the organizational structure and investing in technology to drive productivity. We recognized $2.3 million of severance and other restructuring costs for this program during the three months ended April 4, 2021 and an immaterial amount during the three months ended March 29, 2020. These costs were incurred by both the Enterprise Solutions and Industrial Solutions segments. The cost reduction program is expected to deliver an estimated $60 million reduction in selling, general, and administrative expenses on an annual basis. We expect to incur incremental costs of approximately $6 million for this program in 2021.

Acquisition Integration Program

We are integrating our recent acquisitions ~~such as OTN, SPC, and Opterna~~ with our existing ~~businesses. The restructuring and integration activities were focused on achieving~~businesses to achieve desired cost savings, bywhich are primarily focused on consolidating existing and acquired facilities ~~and~~as well as other support functions. The Industrial Automation Solutions segment incurred $3.0 million of restructuring and integration costs during the three months ended April 3, 2022 related to the Macmon, NetModule and OTN Systems acquisitions. We expect to incur approximately $7 million of incremental costs for this program in 2022. The Enterprise Solutions and Industrial Automation Solutions segments recognized $1.8 ~~million and $2.2~~ million of severance and other restructuring and integration costs ~~for this program~~ during the three months ended April 4, 2021 related to the OTN Systems and ~~March 29, 2020, respectively. These costs were incurred by the Enterprise Solutions segment. We expect to incur incremental costs of approximately $2.4 million for this program in 2021.~~

~~-17-~~

The following table summarizes the costs by segment of the programs described above as well as other immaterial programs and acquisition integration activities during the three months ended April 4, 2021 and March 29, 2020:

Severance Other
Restructuring and
Integration Costs Total Costs
Three Months Ended April 4, 2021 (In thousands)
Enterprise Solutions $ 1,044 $ 871 $ 1,915
Industrial Solutions 1,367 1,889 3,256
Total $ 2,411 $ 2,760 $ 5,171
Three Months Ended March 29, 2020
Enterprise Solutions $ (632) $ 3,182 $ 2,550
Industrial Solutions (955) 2,024 1,069
Total $ (1,587) $ 5,206 $ 3,619
Opterna acquisitions.

The ~~other~~ restructuring and integration costs incurred during the first quarter of 2022 and 2021 primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the ~~other~~ restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days. Furthermore, there were no significant severance accrual balances as of April 3, 2022 or December 31, 2021.

-16-

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

Three Months Ended
April 4, 2021 March 29, 2020
(In Thousands)
Cost of sales $ 260 $ 45
Selling, general and administrative expenses 4,911 3,574
Total $ 5,171 $ 3,619

~~Accrued Severance~~

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

Three Months ended
April 4, 2021 March 29, 2020
(In thousands)
Beginning balance $ 7,085 $ 19,575
    New charges 2,060 2,529
    Cash payments (1,798) (4,483)
    Foreign currency translation 49 (89)
    Other adjustments 0 (4,147)
Ending balance $ 7,396 $ 13,385

~~The other adjustments were the result of changes in estimates. We experienced higher than expected voluntary turnover, and as a result, certain approved severance actions were not taken.~~


	Three Months Ended
	April 3, 2022		April 4, 2021

	(In thousands)
Cost of sales	$	372	$	—
Selling, general and administrative expenses	2,611		1,768

Total	$	2,983	$	1,768

~~-18-~~

Note 13: Long-Term Debt and Other Borrowing Arrangements

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


		April 4, 2021		December 31, 2020			April 3, 2022		December 31, 2021

		(In thousands)					(In thousands)
Revolving credit agreement due 2022		$	0	$	0
Revolving credit agreement due 2026						Revolving credit agreement due 2026	$	—	$	—
Senior subordinated notes:	Senior subordinated notes:					Senior subordinated notes:
4.125% Senior subordinated notes due 2026						4.125% Senior subordinated notes due 2026	—		227,240
3.375% Senior subordinated notes due 2027						3.375% Senior subordinated notes due 2027	502,470		511,290
3.875% Senior subordinated notes due 2028	3.875% Senior subordinated notes due 2028	410,865		428,295		3.875% Senior subordinated notes due 2028	390,810		397,670
3.375% Senior subordinated notes due 2027		528,255		550,665
4.125% Senior subordinated notes due 2026		234,780		244,740
2.875% Senior subordinated notes due 2025		352,170		367,110
3.375% Senior subordinated notes due 2031						3.375% Senior subordinated notes due 2031	334,980		340,860
Total senior subordinated notes	Total senior subordinated notes	1,526,070		1,590,810		Total senior subordinated notes	1,228,260		1,477,060

Less unamortized debt issuance costs	Less unamortized debt issuance costs	(16,362)		(17,084)		Less unamortized debt issuance costs	(14,621)		(17,069)
Long-term debt	Long-term debt	$	1,509,708	$	1,573,726	Long-term debt	$	1,213,639	$	1,459,991

Revolving Credit Agreement due ~~2022~~2026

~~Our~~On June 2, 2021, we entered into an amended and restated Revolving Credit Agreement that provides a ~~$400.0~~$300.0 million multi-currency asset-based revolving credit 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 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 paid approximately $2.3 million of fees associated with the amended Revolver, which will be amortized over its term using the effective interest method. As of April ~~4, 2021,~~3, 2022, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was ~~$269.2~~$292.5 million.

Senior Subordinated Notes

We had outstanding €200.0 million aggregate principal amount of 4.125% senior subordinated notes due 2026 (the 2026 Notes). In March 2022, we 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 aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of April 3, 2022 is $502.5 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 2031 and 2028 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.

-17-

We have outstanding €350.0 million aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of April ~~4, 2021~~3, 2022 is ~~$410.9~~$390.8 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due ~~2027, 2026,~~2031 and ~~2025~~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 March 15 and September 15 of each year.

We have outstanding ~~€450.0~~€300.0 million aggregate principal amount of 3.375% senior subordinated notes due ~~2027~~2031 (the ~~2027~~2031 Notes). The carrying value of the ~~2027~~2031 Notes as of April ~~4, 2021~~3, 2022 is ~~$528.3~~$335.0 million. The ~~2027~~2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The ~~2027~~2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 ~~2026,~~ and ~~2025~~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,~~guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.

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 April 4, 2021 is $234.8 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 2028, 2027, and 2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on April 15 and October 15 of each year.

We have outstanding €300.0 million aggregate principal amount of 2.875% senior subordinated notes due 2025 (the 2025 Notes). The carrying value of the 2025 Notes as of April 4, 2021 is $352.2 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2026 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

~~-19-~~

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of April ~~4, 2021~~3, 2022 was approximately ~~$1,558.5~~$1,185.6 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a carrying value of ~~$1,526.1~~$1,228.3 million as of April ~~4, 2021.~~3, 2022.

Note 14: Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of April ~~4, 2021, €767.8~~3, 2022, €567.8 million ofof 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 rate. The transaction gain or loss is reported in the translation adjustment section of other comprehensive income. For the three months ended April 3, 2022 and April 4, 2021, ~~and March 29, 2020,~~ the transaction gain associated with the net investment hedge reported in other comprehensive income was ~~$38.5~~$13.7 million and ~~$54.7~~$38.5 million, respectively. During the three months ended ~~March 29, 2020,~~April 3, 2022, we de-designated ~~€532.2~~€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 ~~€532.2~~€200.0 million of debt are reported in income from continuing operations.

Note 15: Income Taxes

For the three months ended April ~~4, 2021,~~3, 2022, we recognized income tax expense of ~~$7.9~~$9.8 million representing an effective tax rate of ~~21.5%~~18.2%. The effective tax rate was primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits.

For the three months ended ~~March 29, 2020,~~April 4, 2021, we recognized income tax expense of ~~$2.2~~$7.1 million representing an effective tax rate of ~~12.8%~~19.5%. The effective tax rate was primarily impacted by ~~a $1.1 million income~~the effect of our foreign operations, including statutory tax ~~benefit for certain~~rates differences and foreign tax ~~credits in the three months ended March 29, 2020.~~credits.

-18-

Note 16: Pension and Other Postretirement Obligations

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

Pension Obligations Other Postretirement Obligations
Three Months Ended April 4, 2021 March 29, 2020 April 4, 2021 March 29, 2020
(In thousands)
Service cost $ 886 $ 932 $ 9 $ 8
Interest cost 1,806 2,337 177 202
Expected return on plan assets (3,668) (3,940) 0 0
Amortization of prior service cost 28 44 0 0
Actuarial losses (gains) 979 677 (6) (19)
Net periodic benefit cost $ 31 $ 50 $ 180 $ 191


	Pension Obligations				Other Postretirement Obligations
Three Months Ended	April 3, 2022		April 4, 2021		April 3, 2022		April 4, 2021

	(In thousands)
Service cost	$	911	$	886	$	6	$	9
Interest cost	2,305		1,806		195		177
Expected return on plan assets	(3,963)		(3,668)		—		—
Amortization of prior service cost	47		28		—		—
Actuarial losses (gains)	236		979		(20)		(6)
Net periodic benefit cost (income)	$	(464)	$	31	$	181	$	180

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

The following table summarizes total comprehensive income (losses):

~~-20-~~


	Three Months Ended
	April 3, 2022		April 4, 2021

	(In thousands)
Net income	$	35,844	$	28,741
Foreign currency translation adjustments, net of tax	3,762		52,764
Adjustments to pension and postretirement liability, net of tax	193		764
Total comprehensive income	39,799		82,269
Less: Comprehensive income (loss) attributable to noncontrolling interests	30		(122)
Comprehensive income attributable to Belden	$	39,769	$	82,391

Three Months Ended
April 4, 2021 March 29, 2020
(In thousands)
Net income (loss) $ 28,741 $ (11,219)
Foreign currency translation adjustments, net of $0.0 million and $1.0 million tax, respectively 52,764 21,790
Adjustments to pension and postretirement liability, net of $0.2 million and $0.1 million tax, respectively 764 383
Total comprehensive income 82,269 10,954
Less: Comprehensive loss attributable to noncontrolling interests (122) (180)
Comprehensive income attributable to Belden $ 82,391 $ 11,134
The 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), 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, 2020 $ (131,181) $ (60,670) $ (191,851)
Other comprehensive loss attributable to Belden before reclassifications 52,961 0 52,961
Amounts reclassified from accumulated other comprehensive income (loss) 0 764 764
Net current period other comprehensive gain (loss) attributable to Belden 52,961 764 53,725
Balance at April 4, 2021 $ (78,220) $ (59,906) $ (138,126)


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

	(In thousands)
Balance at December 31, 2021	$	(41,468)	$	(29,098)	$	(70,566)
Other comprehensive income attributable to Belden before reclassifications	6,742		—		6,742
Amounts reclassified from accumulated other comprehensive income (loss)	(3,007)		193		(2,814)
Net current period other comprehensive income attributable to Belden	3,735		193		3,928
Balance at April 3, 2022	$	(37,733)	$	(28,905)	$	(66,638)

-19-

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the three months ended April ~~4, 2021:~~3, 2022:


		Amount Reclassified from Accumulated Other Comprehensive Income		Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income		Amount Reclassified from Accumulated Other Comprehensive Income (1) (2)		Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income

		(In thousands)				(In thousands)
Amortization of pension and other postretirement benefit plan items:	Amortization of pension and other postretirement benefit plan items:				Amortization of pension and other postretirement benefit plan items:
Actuarial losses	Actuarial losses	$	973	(1)	Actuarial losses	$	216	(1)
Prior service cost	Prior service cost	28		(1)	Prior service cost	47		(1)
Total before tax	Total before tax	1,001			Total before tax	263
Tax benefit	Tax benefit	(237)			Tax benefit	(70)
Total net of tax	Total net of tax	$	764		Total net of tax	$	193

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

(2) In addition, we reclassified $3.0 million of accumulated foreign currency translation gains associated with the sale of Tripwire.

Note 18: Share Repurchase

~~On November 29,~~In 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. During the three months ended April ~~4, 2021, we did not repurchase any stock. During the three months ended March 29, 2020,~~3, 2022, we repurchased ~~0.6~~0.9 million shares of our common stock under the share repurchase program for an aggregate cost of ~~$21.2~~$50.0 million at an average price per share of ~~$35.85.~~$56.51. During the three months ended April 4, 2021, we did not repurchase any stock.

Note 19: Subsequent Event

On April 15, 2022, we acquired Communication Associates, Inc. (Communication Associates) for approximately $19 million, net of cash acquired. The acquisition was funded with cash on hand. Communication Associates is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in RF filters used in outside plant HFC nodes. The results of Communication Associates will be reported within our Enterprise Solutions segment from the acquisition date.

~~-21-~~-20-

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 global supplier of specialty networking solutions built around two global ~~business platforms~~businesses - Enterprise Solutions and Industrial Automation Solutions. Our comprehensive portfolio of solutions enables customers to transmit and secure data, sound, and video for mission critical applications across complex enterprise and industrial environments.

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

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

Trends and Events

The following trends and events during ~~2021~~2022 have had varying effects on our financial condition, results of operations, and cash flows.

~~Global~~ Pandemic

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

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

Foreign ~~currency~~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, 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. Approximately ~~49%~~ 45% of our consolidated revenues during the quarter ended April ~~4, 2021~~3, 2022 were to customers outside of the U.S.

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

~~-22-~~

-21-

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. During periods of inflation, if we are unable to raise prices timely and sufficiently to recover our material costs, our earnings could decline. We are mindful of ongoing inflationary pressures and as a result, proactively implement selling price increases and cost control measures. T~~Importantly, however, there~~here is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.

Channel Inventory

Our operating results also can be affected by the levels of Belden products purchased and held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold the products they bought from us in their inventory in order to meet the service and on-time delivery requirements of their customers. Generally, as our channel partners and customers change the level of products they buy from us and hold in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory. We use information provided to us by our channel partners and make certain assumptions based on our sales to them to determine the amount of products they bought from us and hold in their inventory. As such, all references to the effect of channel inventory changes are estimates.

Market Growth and Market Share

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

~~OTN acquisition~~Tripwire Divestiture

On February 7, 2022, we signed a definitive agreement to divest Tripwire for $350 million in cash, and completed the transaction on February 22, 2022. We ~~acquired 100%~~recognized a loss on disposal of discontinued operations, net of tax of $4.6 million during the three months ended April 3, 2022. See Note 5.

Debt Repurchase

During the three months ended April 3, 2022, we repurchased all of the ~~shares~~€200.0 million aggregate principal amount of ~~OTN~~4.125% senior subordinated notes previously due 2026. We recognized a $6.4 million loss on debt extinguishment for the premiums paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off. See Note 13.

Macmon and NetModule Acquisitions

On January ~~29, 2021 for a purchase price, net of cash~~17, 2022, we acquired ~~of $73.3 million. OTN, based in Olen, Belgium, is~~Macmon, a leading provider of ~~easy to use~~products and ~~highly-reliable~~services that secure network ~~solutions tailored~~infrastructures in a variety of mission critical industries, for ~~specific applications~~approximately $42.4 million, net of cash acquired. Headquartered in ~~harsh, mission-critical environments.~~ ~~The acquisition~~Berlin, Germany, Macmon brings proven products and technologies that protect network infrastructure and extend our offerings in the areas of ~~OTN supports one of our key strategic priorities related to the growing demand for industrial automation by adding proprietary technology~~segmentation, zoning and ~~mission-critical hardware and software products for more complete end-to-end solutions.~~ access control. The results of ~~OTN~~Macmon have been included in our Condensed Consolidated Financial Statements from January ~~29, 2021,~~17, 2022, and are reported within the Industrial Automation Solutions segment. See Note 3.

~~Long-lived asset impairment~~

~~During~~On March 3, 2022, we acquired NetModule, a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on mass transit and intelligent traffic systems within the ~~first quarter~~transportation vertical for approximately $23.5 million, net of ~~2021, we committed~~cash acquired. Headquartered in Bern, Switzerland, NetModule contributes to aBelden’s Industrial Automation strategic plan to ~~sell an oil~~accelerate our capabilities within wireless technology and ~~gas cable business~~to expand applications we serve to meet the growing solution requirements of our customers. The results of NetModule have been included in our Condensed Consolidated Financial Statements from March 3, 2022, and ~~determined that we met all of the criteria to classify the assets and liabilities of this business as held for sale. The business is part of~~are reported within the Industrial Solutions segment. The carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $3.4 million. Therefore, we recognized an impairment charge in Selling, General and Administrative Expenses equal to this amount in the first quarter of 2021. The impairment charge is excluded from Segment EBITDA of our IndustrialAutomation Solutions segment. See Note 4.

During the first quarter of 2021, we also performed a recoverability test on certain held and used long-lived assets in our Industrial Solutions segment due to the presence of impairment indicators stemming from the increased probability of selling the assets. We determined that the carrying values of the assets were not recoverable and recognized a $3.6 million impairment charge in Selling, General and Administrative Expenses to write them down to fair value. This impairment charge is excluded from Segment EBITDA of our Industrial Solutions segment. See Note 11.

~~-23-~~-22-

~~Opterna earn-out~~Share Repurchase Program

Our acquisition of Opterna International Corp. (Opterna) in 2019 included potential earn-out consideration. As of the acquisition date, we estimated the fair value of the earn-out to be $5.8 million. As of April 4, 2021, the financial targets tied to the earn-out were not expected to be achieved. We reduced the earn-out liability to zero and recognized a $5.8 million benefit in Selling, General and Administrative Expenses inDuring the three months ended April ~~4, 2021. This benefit was excluded from Segment EBITDA~~3, 2022, we repurchased 0.9 million shares of our ~~Enterprise Solutions segment.~~

~~Cost Reduction Program~~

~~During the fourth quarter~~common stock with cash on hand for an aggregate cost of ~~2019, we began a cost reduction~~$50.0 million at an average price per share of $56.51 as part of our share repurchase program ~~to improve performance and enhance margins~~approved in 2018 by ~~streamlining the organizational structure and investing in technology to drive productivity. We recognized $2.3 million~~our Board of severance and other restructuring costs for this program during the three months ended April 4, 2021. The cost reduction program is expected to deliver an estimated $60.0 million reduction in selling, general, and administrative expenses on an annual basis. We expect to incur incremental costs of approximately $6 million for this program.Directors. See Note ~~12.~~

~~Acquisition Integration Program~~

We are integrating our recent acquisitions such as OTN, SPC, and Opterna with our existing businesses. The restructuring and integration activities were focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $1.8 million of severance and other restructuring costs for this program during the three months ended April 4, 2021. We expect to incur incremental costs of approximately $2.4 million for this program in 2021. ~~See Note 12.~~18.

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 three months ended April ~~4, 2021:~~3, 2022:

•We did not change any of our existing critical accounting policies from those listed in our ~~2020~~2021 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.

Results of Operations

Consolidated Income before Taxes

Three Months Ended
April 4, 2021 March 29, 2020 % Change
(In thousands, except percentages)
Revenues $ 536,381 $ 463,526 15.7 %
Gross profit 191,344 170,501 12.2 %
Selling, general and administrative expenses (98,449) (98,389) 0.1 %
Research and development expenses (31,500) (26,219) 20.1 %
Amortization of intangibles (9,947) (16,185) (38.5) %
Operating income 51,448 29,708 73.2 %
Interest expense, net (15,511) (13,324) 16.4 %
Non-operating pension benefit 684 699 (2.1) %
Income from continuing operations before taxes 36,621 17,083 114.4 %

~~-24-~~


	Three Months Ended				% Change
	April 3, 2022		April 4, 2021

	(In thousands, except percentages)
Revenues	$	610,371	$	508,683	20.0	%
Gross profit	208,860		169,183		23.5	%
Selling, general and administrative expenses	(103,066)		(80,635)		27.8	%
Research and development expenses	(23,456)		(22,612)		3.7	%
Amortization of intangibles	(8,817)		(7,993)		10.3	%
Asset impairments	—		(6,995)		(100.0)	%
Operating income	73,521		50,948		44.3	%
Interest expense, net	(14,411)		(15,511)		(7.1)	%
Loss on debt extinguishment	(6,392)		—		n/a
Non-operating pension benefit	1,200		684		75.4	%
Income from continuing operations before taxes	53,918		36,121		49.3	%

Revenues increased ~~$72.9~~$101.7 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 due to the following factors:

•Higher sales volume ~~primarily~~and favorable pricing from industrial automation, smart buildings, and broadband ~~and~~& 5G products resulted in a ~~$35.9~~$97.4 million increase in revenues.

•~~Copper prices~~Higher copper pass-through pricing had a ~~$23.8 million favorable impact on revenues.~~

•~~Currency translation had a $9.1~~$13.9 million favorable impact on revenues.

•Acquisitions contributed an estimated ~~$4.1~~$3.2 million in revenues.

•The divestiture of our oil and gas cable business in 2021 had a $5.5 million unfavorable impact on revenues.

•Currency translation had a $7.3 million unfavorable impact on revenues.

Gross profit increased ~~$20.8~~$39.7 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 due to the increases in revenues discussed above.

Selling, general and administrative expenses increased ~~$0.1~~$22.4 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020.~~2021. The ~~impact of currency translation; acquisitions;~~increase in selling, general and administrative expenses is primarily attributable to strategic investments to enhance our solution selling capabilities as well as increases ~~in severance, restructuring~~from incentive compensation and ~~acquisition integration costs offset the benefits realized from our Cost Reduction Program.~~acquisitions.

-23-

Research and development expenses increased ~~$5.3~~$0.8 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 primarily due to increased investments in R&D projects as we continue our commitment to growth initiatives.

Amortization of intangibles ~~decreased $6.2~~increased $0.8 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 primarily due to ~~certain intangible assets becoming fully amortized.~~acquisitions.

~~Operating income increased $21.7~~Asset impairments decreased $7.0 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 as a result of the impairments on assets held and used and assets held for sale of $3.6 million and $3.4 million, respectively, during the three months ended April 4, 2021.

Operating income increased $22.6 million in the three months ended April 3, 2022 from the comparable period of 2021 primarily as a result of the increase in gross profit discussed above.

Net interest expense ~~increased $2.2~~decreased $1.1 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 primarily due to currency translation.

Loss on debt extinguishment increased $6.4 million in the three months ended April 3, 2022 from the comparable period of 2021 due to the redemption of the 2026 Notes during the first quarter of 2022. The $6.4 million loss on debt extinguishment represents the premium paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off. See Note 13.

Income from continuing operations before taxes increased ~~$19.5~~$17.8 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 primarily due to the increase in operating income discussed above.

Income Taxes


		Three Months Ended						%			Three Months Ended					% Change
		April 4, 2021			March 29, 2020			Change					April 3, 2022						% Change

		(In thousands, except percentages)								(In thousands, except percentages)
Income before taxes	Income before taxes	$	36,621		$	17,083		114.4	%			Income before taxes	$	53,918		$	36,121		49.3	%
Income tax expense	Income tax expense	7,880			2,192			259.5	%			Income tax expense	9,822			7,056			39.2	%
Effective tax rate	Effective tax rate	21.5		%	12.8		%					Effective tax rate	18.2		%	19.5		%

For the three months ended April ~~4, 2021,~~3, 2022, we recognized income tax expense of ~~$7.9~~$9.8 million, representing an effective tax rate of ~~21.5%~~18.2%. The effective tax rate was primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. For the three months ended March 29, 2020, we recognized income tax expense of $2.2 million, representing an effective tax rate of 12.8%. The effective tax rate was impacted by a $1.1 million income tax benefit for certain foreign tax credits in the three months ended March 29, 2020.See Note 15.

Consolidated ~~Adjusted Revenues and~~ Adjusted EBITDA

Three Months Ended %
April 4, 2021 March 29, 2020 Change
(In thousands, except percentages)
Adjusted Revenues $ 536,381 $ 463,526 15.7 %
Adjusted EBITDA 80,120 60,843 31.7 %
as a percent of adjusted revenues 14.9 % 13.1 %


	Three Months Ended						% Change
	April 3, 2022			April 4, 2021

	(In thousands, except percentages)
GAAP and adjusted revenues	$	610,371		$	508,683		20.0	%
Adjusted EBITDA	99,494			76,553			30.0	%
as a percent of revenues	16.3		%	15.0		%

~~-25-~~

~~Adjusted~~ Revenues increased ~~$72.9~~$101.7 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 due to the following factors:

•Higher sales volume ~~primarily~~and favorable pricing from industrial automation, smart buildings, and broadband ~~and~~& 5G products resulted in a ~~$35.9~~$97.4 million increase in revenues.

•~~Copper prices~~Higher copper pass-through pricing had a ~~$23.8 million favorable impact on revenues.~~

•~~Currency translation had a $9.1~~$13.9 million favorable impact on revenues.

•Acquisitions contributed an estimated ~~$4.1~~$3.2 million in revenues.

•The divestiture of our oil and gas cable business in Brazil in 2021 had a $5.5 million unfavorable impact on revenues.

•Currency translation had a $7.3 million unfavorable impact on revenues.

-24-

Adjusted EBITDA increased ~~$19.3~~$22.9 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 primarily due to leverage on higher sales volume, as discussed above. Accordingly, Adjusted EBITDA ~~margin~~margins in the three months ended April ~~4, 2021~~3, 2022 expanded to ~~14.9%~~16.3% from ~~13.1%~~15.0% in the comparable period of ~~2020.~~2021.

Use of Non-GAAP Financial Information

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

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

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


	Three Months Ended
	April 3, 2022			April 4, 2021

	(In thousands, except percentages)
GAAP and adjusted revenues	$	610,371		$	508,683



GAAP income from continuing operations	$	44,096		$	29,065
Interest expense, net	14,411			15,511
Depreciation expense	11,226			10,727
Income tax expense	9,822			7,056
Amortization of intangible assets	8,817			7,993
Loss on debt extinguishment	6,392			—
Severance, restructuring, and acquisition integration costs (1)	3,723			5,171
Asset impairments (2)	—			6,995
Amortization of software development intangible assets	1,007			409
Adjustments related to acquisitions and divestitures (3)	—			(6,374)
Adjusted EBITDA	$	99,494		$	76,553

GAAP income from continuing operations margin	7.2		%	5.7		%
Adjusted EBITDA margin	16.3		%	15.0		%

(1) Severance, restructuring, and acquisition integration costs for the three months ended April 3, 2022 primarily relate to our Acquisition Integration Program. See Note 12. Costs for the three months ended April 4, 2021 primarily relate to our Acquisition Integration Program and completed Cost Reduction Program.

(2) During the three months ended April 4, 2021, we recognized a $3.6 million impairment on assets held and used and a $3.4 million impairment on assets held for sale. See Note 11.

~~-26-~~

-25-

Three Months Ended
April 4, 2021 March 29, 2020
(In thousands, except percentages)
GAAP and adjusted revenues $ 536,381 $ 463,526
GAAP net income (loss) $ 28,741 $ (11,219)
Loss from discontinued operations, net of tax — 26,110
Amortization of intangible assets 9,947 16,185
Interest expense, net 15,511 13,324
Depreciation expense 11,560 10,282
Severance, restructuring, and acquisition integration costs (1) 5,171 3,619
Income tax expense 7,880 2,192
Amortization of software development intangible assets 689 330
Adjustments related to acquisitions and divestitures (2) 621 20
Adjusted EBITDA $ 80,120 $ 60,843
GAAP net income (loss) margin 5.4 % (2.4) %
Adjusted EBITDA margin 14.9 % 13.1 %

~~(1) See Note 12, Severance, Restructuring, and Acquisition Integration Activities, for details.~~

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

Segment Results of Operations

For additional information regarding our segment measures, see Note 6 to the Condensed Consolidated Financial Statements.

Enterprise Solutions


		Three Months Ended						%			Three Months Ended					% Change
		April 4, 2021			March 29, 2020			Change					April 3, 2022						% Change

		(In thousands, except percentages)								(In thousands, except percentages)
Segment Revenues	Segment Revenues	$	226,355		$	212,213		6.7	%			Segment Revenues	$	268,430		$	226,355		18.6	%
Segment EBITDA	Segment EBITDA	28,106			24,712			13.7	%			Segment EBITDA	30,821			28,291			8.9	%
as a percent of segment revenues	as a percent of segment revenues	12.4		%	11.6		%					as a percent of segment revenues	11.5		%	12.5		%

Enterprise Solutions revenues increased ~~$14.1~~$42.1 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020.~~2021. The ~~year-over-year~~ increase in revenues in the three months ended April 3, 2022 was primarily due to ~~higher copper prices, favorable currency translation, and~~ increases in volume and favorable pricing as well as higher copper pass-through pricing of ~~$10.0 million, $2.5~~$37.5 million and ~~$1.6~~$5.4 million, ~~respectively.~~respectively, partially offset by unfavorable currency translation of $0.8 million.

Enterprise Solutions EBITDA increased ~~$3.4~~$2.5 million in the three months ended April ~~4, 2021~~3, 2022 compared to the year ago period primarily as a result of the increase in revenues discussed ~~above coupled with the benefits realized from our Cost Reduction Program.~~

~~-27-~~

above.

Industrial Automation Solutions


		Three Months Ended						%		Three Months Ended					% Change
		April 4, 2021			March 29, 2020			Change				April 3, 2022						% Change

		(In thousands, except percentages)										(In thousands, except percentages)
Segment Revenues	Segment Revenues	$	310,026		$	251,313		23.4	%		Segment Revenues	$	341,941		$	282,328				21.1	%
Segment EBITDA	Segment EBITDA	51,363			35,527			44.6	%		Segment EBITDA	67,528			47,611			41.8	%
as a percent of segment revenues	as a percent of segment revenues	16.6		%	14.1		%				as a percent of segment revenues	19.7		%	16.9		%

Industrial Automation Solutions revenues increased ~~$58.7~~$59.6 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020.~~2021. The increase in revenues in the three months ended April ~~4, 2021~~3, 2022 was primarily due to increases in volume and favorable pricing, higher copper ~~prices, favorable~~pass-through pricing, and acquisitions of $59.9 million, $8.5 million, and $3.2 million, respectively, partially offset by unfavorable currency translation and ~~acquisitions~~a divestiture of ~~$34.2 million, $13.8 million, $6.6~~$6.5 million and ~~$4.1~~$5.5 million, respectively.

Industrial Automation Solutions EBITDA increased ~~$15.8~~$19.9 million in the three months ended April ~~4, 2021~~3, 2022 from the comparable period of ~~2020~~2021 primarily due to leverage on higher sales volume, as ~~a result of~~discussed above. Accordingly, Adjusted EBITDA margins expanded to 19.7% from 16.9% in the increase in revenues discussed above coupled with the benefits realized from our Cost Reduction Program and partially offset by increased investments in R&D projects as we continue our commitment to growth initiatives.year ago period.

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. We expect our operating activities to generate cash in ~~2021~~2022 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.

-26-

The following table is derived from our Condensed Consolidated Cash Flow Statements and includes the results and cash flow activity of ~~Grass Valley for~~discontinued operations up to the ~~period ended March 29, 2020 consistent with the Condensed Consolidated Cash Flow Statements:~~February 22, 2022 disposal date:


		Three Months Ended					Three Months Ended
		April 4, 2021		March 29, 2020			April 3, 2022		April 4, 2021

		(In thousands)					(In thousands)
Net cash used for:
Net cash provided by (used for):						Net cash provided by (used for):
Operating activities	Operating activities	$	(41,495)	$	(52,052)	Operating activities	$	(57,955)	$	(41,495)
Investing activities	Investing activities	(82,337)		(18,255)		Investing activities	261,789		(82,337)
Financing activities	Financing activities	(5,035)		(53,896)		Financing activities	(286,660)		(5,035)
Effects of currency exchange rate changes on cash and cash equivalents	Effects of currency exchange rate changes on cash and cash equivalents	(2,277)		(7,947)		Effects of currency exchange rate changes on cash and cash equivalents	(1,349)		(2,277)
Decrease in cash and cash equivalents	Decrease in cash and cash equivalents	(131,144)		(132,150)		Decrease in cash and cash equivalents	(84,175)		(131,144)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	501,994		425,885		Cash and cash equivalents, beginning of period	643,757		501,994
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	370,850	$	293,735	Cash and cash equivalents, end of period	$	559,582	$	370,850

Operating cash flows were a use of cash of $58.0 million in the three months ended April 3, 2022 compared to $41.5 million in the three months ended April 4, 2021. Operating cash ~~flow improved $10.6~~flows declined $16.5 million compared to the prior year primarily due to ~~the increase~~unfavorable changes in ~~net income~~accrued liabilities, accounts payable and ~~a favorable change in accounts payable~~inventories, partially offset by ~~an unfavorable change~~favorable changes in receivables. ~~Accounts payable~~The use of cash in accrued liabilities was primarily due to higher incentive compensation payments and channel partner rebates, both of which were a direct result of improved company performance during 2021, and the use of cash in inventory was primarily driven by increased demand.

Net cash from investing activities was a source of cash of ~~$3.3~~$261.8 million in the three months ended April 3, 2022, compared to a use of cash of $50.8 million in the prior year and receivables were a use of cash of $50.2 million compared to a source of cash of $43.6 million in the prior year. Receivables increased during the three months ended April 4, 2021 primarily due to an increase in revenues.

~~-28-~~

~~Net cash used for investing activities totaled~~ $82.3 ~~million in the three months ended April 4, 2021, compared to $18.3~~ million in the prior year. Investing activities for the three months ended April ~~4, 2021~~3, 2022 included cash receipts of $338.7 million for the Tripwire disposal, partially offset by payments of $65.9 million for the acquisitions of Macmon and NetModule and capital expenditures of ~~$11.2 million compared to $20.9 million in~~$11.0 million. Investing activities for the ~~comparable period of 2020. The~~ three months ended April 4, 2021 ~~also~~ included cash payments of $72.2 million for the acquisition of OTN Systems and capital expenditures of $11.2 million, partially offset by cash receipts of $1.1 million associated with the sale of Grass Valley.The three months ended March 29, 2020 also included $2.1 million of proceeds from the sale of tangible property and the receipt of $0.6 million related to a working capital adjustment for the acquisition of SPC.

Net cash used for financing activities totaled ~~$5.0~~$286.7 million for the three months ended April ~~4, 2021,~~3, 2022, compared to ~~$53.9~~$5.0 million in the prior year. Financing activities for the three months ended April 3, 2022 included payments under borrowing arrangements of $230.6 million, payments under our share repurchase program of $50.0 million, net payments related to share based compensation activities of $3.7 million, and cash dividend payments of $2.3 million. Financing activities for the three months ended April 4, 2021 included cash dividend payments of $2.2 million, repayments of debt obligations of $1.8 million assumed as part of the OTN Systems acquisition, and net payments related to share based compensation activities of $0.9 million. Financing activities for the three months ended March 29, 2020 included a payment of earn-out consideration of which $29.3 million is classified as a financing activity, payments under our share repurchase program of $21.2 million, cash dividend payments of $2.3 million, and net payments related to share based compensation activities of $1.0 million.

Our cash and cash equivalents balance was ~~$370.9~~$559.6 million as of April ~~4, 2021.~~3, 2022. Of this amount, ~~$157.4~~$176.4 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and accordingly, no provision for any withholding taxes has been recorded. Upon distribution of those earnings in the form of dividends or otherwise, we may be subject to withholding taxes payable to the respective foreign countries.

Our outstanding debt obligations as of April ~~4, 2021~~3, 2022 consisted of ~~$1,526.1~~$1,228.3 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 13 to the Condensed Consolidated Financial Statements.

-27-

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 based on a number of factors. These factors include, among others, those set forth in Part II, Item 1A and in other documents that we file with the SEC.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or 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 April ~~4, 2021.~~3, 2022.

Principal Amount by Expected Maturity Fair
2021 Thereafter Total Value
(In thousands, except interest rates)
€350.0 million fixed-rate senior subordinated notes due 2028 $ — $ 410,865 $ 410,865 $ 425,726
Average interest rate 3.875 %
€450.0 million fixed-rate senior subordinated notes due 2027 $ — $ 528,255 $ 528,255 $ 536,686
Average interest rate 3.375 %
€200.0 million fixed-rate senior subordinated notes due 2026 $ — $ 234,780 $ 234,780 $ 241,319
Average interest rate 4.125 %
€300.0 million fixed-rate senior subordinated notes due 2025 $ — $ 352,170 $ 352,170 $ 354,780
Average interest rate 2.875 %
Total $ 1,526,070 $ 1,558,511

~~-29-~~


	Principal Amount by Expected Maturity							Fair
	2022		Thereafter			Total		Value

	(In thousands, except interest rates)
€450.0 million fixed-rate senior subordinated notes due 2027	$	—	$	502,470		$	502,470	$	488,933
Average interest rate			3.375		%
€350.0 million fixed-rate senior subordinated notes due 2028	$	—	$	390,810		$	390,810	$	384,072
Average interest rate			3.875		%
€300.0 million fixed-rate senior subordinated notes due 2031	$	—	334,980			$	334,980	$	312,573
Average interest rate			3.375		%
Total						$	1,228,260	$	1,185,578

Item 7A of our ~~2020~~2021 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, 2020, and our debt is fixed at an average interest rate of 3.5% with no maturities until 2025 through 2028. We have no maintenance covenants on our outstanding debt. Our only covenant is an incurrence covenant, which limits our ability to take on additional debt if EBITDA drops below a certain threshold.2021.

Item 4: Controls and Procedures

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

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

~~-30-~~-28-

PART II OTHER INFORMATION

Item 1: Legal Proceedings

On November 24, 2020, the Company announced a data incident involving unauthorized access and copying of some current and former employee data, as well as limited company information regarding some business partners. In January 2021, Anand Edke filed a putative class action lawsuit against the Company in the Circuit Court of Cook County, Illinois, Case No. 2021 CH 47. In February 2021, Kia Mackey filed a separate putative class action lawsuit against the Company in the U.S District Court for the Eastern District of Missouri, Case No. 4:21-CV-00149. The ~~plaintiffs have each~~Edke case was transferred to the U.S. District Court for the Eastern District of Missouri and subsequently stayed pursuant to the joint request of the parties due to the similarity to the Mackey case. In the Mackey case, the plaintiff has asked for injunctive relief, unspecified damages, and unspecified legal fees. It is premature to estimate the potential exposure to the Company associated with the litigation. The Company intends to vigorously defend the ~~lawsuits.~~lawsuit.

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

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our Form 10-K filed on February ~~16, 2021.~~15, 2022. 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 April 3, 2022 (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 December 31, 2021					$	215,000
January 1, 2022 through February 6, 2022	—	$	—	—	215,000
February 7, 2022 through March 6, 2022	252	56.20		252	200,837
March 7, 2022 through April 3, 2022	633	56.63		633	165,000
Total	885	$	56.51	885	$	165,000

(1) In November 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable security laws and other regulations. 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. From inception of our program, we have repurchased 2.8 million shares of our common stock under the program for an aggregate cost of $135.0 million and an average price of $49.07. During the three months ended April 3, 2022, we repurchased 0.9 million shares of our common stock under the share repurchase program for an aggregate cost of $50.0 million and an average price per share of $56.51.

-29-

Item 6: Exhibits

Exhibits


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.DEF~~						~~Definition Linkbase Document~~

~~Exhibit 101.PRE~~						~~Presentation Linkbase Document~~

~~Exhibit 101.LAB~~						~~Labels Linkbase Document~~

~~Exhibit 101.CAL~~						~~Calculation Linkbase Document~~

~~Exhibit~~ 101.SCH						Schema Document

Exhibit ~~101.INS~~101.CAL						~~Instance~~Calculation Linkbase Document ~~- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document~~

Exhibit 101.DEF						Definition Linkbase Document

Exhibit 101.LAB						Labels Linkbase Document

Exhibit 101.PRE						Presentation Linkbase Document

~~-31-~~-30-

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:

May ~~10, 2021~~9, 2022

By:

/s/ Roel Vestjens

Roel Vestjens

President and Chief Executive Officer

Date:

May ~~10, 2021~~9, 2022

By:

/s/ Jeremy Parks

Jeremy Parks

Senior Vice President, Finance, and Chief Financial Officer

Date:

May ~~10, 2021~~9, 2022

By:

/s/ Douglas R. Zink

Douglas R. Zink

Vice President and Chief Accounting Officer

~~-32-~~-31-


	Severance		Other Restructuring and Integration Costs		Total Costs

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

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