Exhibit

Adjusted revenues for the quarter totaled $602.5 million, increasing 2.1%, compared to $590.1 million in the third quarter 2015. Adjusted gross profit margin in the third quarter was 41.6%, increasing 80 basis points from the year-ago period. Adjusted EBITDA margin in the third quarter was 18.5%, increasing 200 basis points from 16.5% in the year-ago period. Adjusted EPS increased by 13.2% to $1.29 from $1.14 in the third quarter 2015. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.



	Three Months Ended						Nine Months Ended
	October 2, 2016			September 27, 2015			October 2, 2016			September 27, 2015

	(In thousands, except per share data)
Revenues	$	601,109		$	579,266		$	1,744,237		$	1,711,978
Cost of sales	(355,147		)	(353,135		)	(1,025,027		)	(1,043,922		)
Gross profit	245,962			226,131			719,210			668,056
Selling, general and administrative expenses	(126,662		)	(127,792		)	(372,125		)	(395,424		)
Research and development	(33,512		)	(38,168		)	(106,297		)	(110,999		)
Amortization of intangibles	(23,808		)	(25,669		)	(75,603		)	(78,090		)
Operating income	61,980			34,502			165,185			83,543
Interest expense, net	(23,513		)	(25,416		)	(71,958		)	(74,031		)
Income from continuing operations before taxes	38,467			9,086			93,227			9,512
Income tax benefit (expense)	(2,902		)	5,725			513			7,340
Income from continuing operations	35,565			14,811			93,740			16,852
Loss from discontinued operations, net of tax	—			(242		)	—			(242		)
Loss from disposal of discontinued operations, net of tax	—			—			—			(86		)
Net income	35,565			14,569			93,740			16,524
Less: Net loss attributable to noncontrolling interest	(88		)	—			(286		)	—
Net income attributable to Belden	35,653			14,569			94,026			16,524
Less: Preferred stock dividends	6,695			—			6,695			—
Net income attributable to Belden common stockholders	$	28,958		$	14,569		$	87,331		$	16,524
Weighted average number of common shares and equivalents:
Basic	42,126			42,417			42,073			42,536
Diluted	42,601			42,908			42,532			43,117
Basic income (loss) per share attributable to Belden common stockholders:
Continuing operations	$	0.69		$	0.35		$	2.08		$	0.40
Discontinued operations	—			(0.01		)	—			(0.01		)
Disposal of discontinued operations	—			—			—			—
Net income	$	0.69		$	0.34		$	2.08		$	0.39
Diluted income (loss) per share attributable to Belden common stockholders:
Continuing operations	$	0.68		$	0.35		$	2.05		$	0.39
Discontinued operations	—			(0.01		)	—			(0.01		)
Disposal of discontinued operations	—			—			—			—
Net income	$	0.68		$	0.34		$	2.05		$	0.38
Common stock dividends declared per share	$	0.05		$	0.05		$	0.15		$	0.15



	Broadcast Solutions			Enterprise Connectivity Solutions			Industrial Connectivity Solutions			Industrial IT Solutions			Network Security Solutions			Total Segments

	(In thousands, except percentages)
For the three months ended October 2, 2016
Segment Revenues	$	196,173		$	156,658		$	149,847		$	60,168		$	39,622		$	602,468
Segment EBITDA	36,545			27,294			23,649			12,771			11,677			111,936
Segment EBITDA margin	18.6		%	17.4		%	15.8		%	21.2		%	29.5		%	18.6		%
Depreciation expense	4,063			3,210			2,738			565			1,027			11,603
Amortization of intangibles	10,955			431			604			1,501			10,317			23,808
Severance, restructuring, and acquisition integration costs	174			5,573			4,746			2,302			—			12,795
Deferred gross profit adjustments	283			—			—			—			1,076			1,359
For the three months ended September 27, 2015
Segment Revenues	$	186,722		$	155,148		$	147,702		$	59,184		$	41,359		$	590,115
Segment EBITDA	27,369			25,705			23,225			10,466			11,240			98,005
Segment EBITDA margin	14.7		%	16.6		%	15.7		%	17.7		%	27.2		%	16.6		%
Depreciation expense	4,027			3,156			2,810			570			1,255			11,818
Amortization of intangibles	12,354			429			799			1,480			10,607			25,669
Severance, restructuring, and acquisition integration costs	13,722			192			118			54			57			14,143
Deferred gross profit adjustments	419			—			—			—			10,909			11,328
For the nine months ended October 2, 2016
Segment Revenues	$	560,966		$	452,951		$	438,746		$	176,560		$	120,426		$	1,749,649
Segment EBITDA	89,317			80,605			73,700			34,056			32,659			310,337
Segment EBITDA margin	15.9		%	17.8		%	16.8		%	19.3		%	27.1		%	17.7		%
Depreciation expense	12,086			10,028			8,165			1,749			3,225			35,253
Amortization of intangibles	37,306			1,292			1,796			4,517			30,692			75,603
Severance, restructuring, and acquisition integration costs	5,871			7,280			7,982			5,910			29			27,072
Purchase accounting effects of acquisitions	195			—			—			—			—			195
Deferred gross profit adjustments	1,391			—			—			—			4,021			5,412
For the nine months ended September 27, 2015
Segment Revenues	$	538,145		$	458,756		$	461,549		$	181,527		$	118,102		$	1,758,079
Segment EBITDA	73,374			75,506			76,078			31,731			29,913			286,602
Segment EBITDA margin	13.6		%	16.5		%	16.5		%	17.5		%	25.3		%	16.3		%
Depreciation expense	12,140			9,550			8,530			1,713			3,118			35,051
Amortization of intangibles	37,375			1,290			2,429			4,369			32,627			78,090
Severance, restructuring, and acquisition integration costs	28,532			843			3,054			2			1,102			33,533
Purchase accounting effects of acquisitions	—			—			267			—			9,155			9,422
Deferred gross profit adjustments	2,789			—			—			—			43,637			46,426



	Three Months Ended						Nine Months Ended
	October 2, 2016			September 27, 2015			October 2, 2016			September 27, 2015

	(In thousands)
Total Segment Revenues	$	602,468		$	590,115		$	1,749,649		$	1,758,079
Deferred revenue adjustments	(1,359		)	(10,849		)	(5,412		)	(46,101		)
Consolidated Revenues	$	601,109		$	579,266		$	1,744,237		$	1,711,978
Total Segment EBITDA	$	111,936		$	98,005		$	310,337		$	286,602
Income from equity method investment	586			348			1,077			1,459
Eliminations	(977		)	(893		)	(2,694		)	(1,996		)
Consolidated Adjusted EBITDA (1)	111,545			97,460			308,720			286,065
Amortization of intangibles	(23,808		)	(25,669		)	(75,603		)	(78,090		)
Deferred gross profit adjustments	(1,359		)	(11,328		)	(5,412		)	(46,426		)
Severance, restructuring, and acquisition integration costs	(12,795		)	(14,143		)	(27,072		)	(33,533		)
Depreciation expense	(11,603		)	(11,818		)	(35,253		)	(35,051		)
Purchase accounting effects related to acquisitions	—			—			(195		)	(9,422		)
Consolidated operating income	61,980			34,502			165,185			83,543
Interest expense, net	(23,513		)	(25,416		)	(71,958		)	(74,031		)
Consolidated income from continuing operations before taxes	$	38,467		$	9,086		$	93,227		$	9,512



	October 2, 2016			December 31, 2015
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	748,305		$	216,751
Receivables, net	400,528			387,386
Inventories, net	193,500			195,942
Other current assets	55,345			37,079
Total current assets	1,397,678			837,158
Property, plant and equipment, less accumulated depreciation	323,110			310,629
Goodwill	1,399,847			1,385,115
Intangible assets, less accumulated amortization	590,785			655,871
Deferred income taxes	30,596			34,295
Other long-lived assets	69,947			67,534
	$	3,811,963		$	3,290,602
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	220,827		$	223,514
Accrued liabilities	294,209			323,249
Current maturities of long-term debt	2,500			2,500
Total current liabilities	517,536			549,263
Long-term debt	1,690,932			1,725,282
Postretirement benefits	106,779			105,230
Deferred income taxes	45,381			46,034
Other long-term liabilities	38,283			39,270
Stockholders’ equity:
Preferred stock	1			—
Common stock	503			503
Additional paid-in capital	1,114,348			605,660
Retained earnings	760,688			679,716
Accumulated other comprehensive loss	(62,876		)	(58,987		)
Treasury stock	(400,718		)	(402,793		)
Total Belden stockholders’ equity	1,411,946			824,099
Noncontrolling interest	1,106			1,424
Total stockholders’ equity	1,413,052			825,523
	$	3,811,963		$	3,290,602



	Nine Months Ended
	October 2, 2016			September 27, 2015

	(In thousands)
Cash flows from operating activities:
Net income	$	93,740		$	16,524
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	110,857			113,141
Share-based compensation	13,943			13,814
Tax benefit related to share-based compensation	(623		)	(5,064		)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(9,843		)	(6,532		)
Inventories	5,626			7,979
Accounts payable	(3,889		)	(55,973		)
Accrued liabilities	(43,594		)	29,354
Accrued taxes	(16,752		)	(23,884		)
Other assets	2,798			1,935
Other liabilities	(5,457		)	687
Net cash provided by operating activities	146,806			91,981
Cash flows from investing activities:
Capital expenditures	(36,057		)	(39,106		)
Cash used to acquire businesses, net of cash acquired	(17,848		)	(695,345		)
Proceeds from disposal of tangible assets	282			145
Proceeds from disposable of business	—			3,527
Other	(971		)	—
Net cash used for investing activities	(54,594		)	(730,779		)
Cash flows from financing activities:
Proceeds from issuance of preferred stock, net	501,498			—
Tax benefit related to share-based compensation	623			5,064
Borrowings under credit arrangements	—			200,000
Payments under borrowing arrangements	(51,875		)	(1,250		)
Dividends paid on common stock	(6,307		)	(6,386		)
Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options	(5,302		)	(11,517		)
Debt issuance costs paid	—			(643		)
Payments under share repurchase program	—			(39,053		)
Net cash provided by financing activities	438,637			146,215
Effect of foreign currency exchange rate changes on cash and cash equivalents	705			(6,682		)
Increase (decrease) in cash and cash equivalents	531,554			(499,265		)
Cash and cash equivalents, beginning of period	216,751			741,162
Cash and cash equivalents, end of period	$	748,305		$	241,897

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; 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.



	Three Months Ended						Nine Months Ended
	October 2, 2016			September 27, 2015			October 2, 2016			September 27, 2015

	(In thousands, except percentages and per share amounts)
GAAP revenues	$	601,109		$	579,266		$	1,744,237		$	1,711,978
Deferred revenue adjustments	1,359			10,849			5,412			46,101
Adjusted revenues	$	602,468		$	590,115		$	1,749,649		$	1,758,079

GAAP gross profit	$	245,962		$	226,131		$	719,210		$	668,056
Severance, restructuring, and integration costs	2,897			3,166			6,815			6,340
Deferred gross profit adjustments	1,359			11,328			5,412			46,426
Accelerated depreciation	206			75			618			175
Purchase accounting effects related to acquisitions	—			—			195			267
Adjusted gross profit	$	250,424		$	240,700		$	732,250		$	721,264

GAAP gross profit margin	40.9		%	39.0		%	41.2		%	39.0		%
Adjusted gross profit margin	41.6		%	40.8		%	41.9		%	41.0		%

GAAP net income attributable to Belden	$	35,653		$	14,569		$	94,026		$	16,524

Interest expense, net	23,513			25,416			71,958			74,031
Income tax expense (benefit)	2,902			(5,725		)	(513		)	(7,340		)
Loss from discontinued operations	—			242			—			242
Loss from disposal of discontinued operations	—			—			—			86



Noncontrolling interest	(88		)	—			(286		)	—
Total non-operating adjustments	$	26,327		$	19,933		$	71,159		$	67,019

Amortization of intangible assets	23,808			25,669			75,603			78,090
Severance, restructuring, and integration costs	12,795			14,143			27,072			33,533
Deferred gross profit adjustments	1,359			11,328			5,412			46,426
Accelerated depreciation	222			125			634			307
Purchase accounting effects related to acquisitions	—			—			195			9,422
Total operating income adjustments	38,184			51,265			108,916			167,778

Depreciation expense	11,381			11,693			34,619			34,744

Adjusted EBITDA	$	111,545		$	97,460		$	308,720		$	286,065

GAAP net income margin	5.9		%	2.5		%	5.4		%	1.0		%
Adjusted EBITDA margin	18.5		%	16.5		%	17.6		%	16.3		%

GAAP income from continuing operations	$	35,565		$	14,811		$	93,740		$	16,852
Operating income adjustments from above	38,184			51,265			108,916			167,778
Tax effect of adjustments	(12,313		)	(17,142		)	(33,227		)	(40,219		)
Adjusted income from continuing operations	$	61,436		$	48,934		$	169,429		$	144,411

GAAP income from continuing operations	$	35,565		$	14,811		$	93,740		$	16,852
Less: Net loss attributable to noncontrolling interest	(88		)	—			(286		)	—
Less: Preferred stock dividends	6,695			—			6,695			—
GAAP income from continuing operations attributable to Belden common stockholders	$	28,958		$	14,811		$	87,331		$	16,852

Adjusted income from continuing operations	$	61,436		$	48,934		$	169,429		$	144,411
Less: Net loss attributable to noncontrolling interest	(88		)	—			(286		)	—
Less: Amortization expense attributable to noncontrolling interest, net of tax	16			—			48			—
Less: Preferred stock dividends	6,695			—			6,695			—
Adjusted income from continuing operations attributable to Belden common stockholders	$	54,813		$	48,934		$	162,972		$	144,411

GAAP income from continuing operations per diluted share attributable to Belden common stockholders	$	0.68		$	0.35		$	2.05		$	0.39
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders	$	1.29		$	1.14		$	3.83		$	3.35

GAAP and Adjusted diluted weighted average shares	42,601			42,908			42,532			43,117

We define free cash flow, which is a non-GAAP financial measure, as net cash from operating activities adjusted for capital expenditures net of the proceeds from the disposal of tangible assets. We believe free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends and share repurchases. We use free cash flow, as defined, as one financial measure to monitor and evaluate performance and liquidity. Non-GAAP financial measures should be considered only in conjunction with financial measures reported according to accounting principles generally accepted in the United States. Our definition of free cash flow may differ from definitions used by other companies.




	Year Ended December 31, 2016	Three Months Ended December 31, 2016
Adjusted revenues	$2.355 - $2.375 billion	$605 - $625 million
Deferred revenue adjustments	($7 million)	($1 million)
GAAP revenues	$2.348 - $2.368 billion	$604 - $624 million

Adjusted income per diluted share attributable to Belden common stockholders	$5.20 - $5.30	$1.36 - $1.46
Amortization of intangible assets	$(1.56)	$(0.30)
Severance, restructuring, and acquisition integration costs	$(0.54)	$(0.08)
Deferred gross profit adjustments	$(0.11)	$(0.02)
Loss on debt extinguishment	($0.03)	($0.03)
Purchase accounting effects	($0.02)	($0.02)
GAAP income per diluted share attributable to Belden common stockholders	$2.94 - $3.04	$0.91 - $1.01

Our guidance for revenues and income per diluted share attributable to Belden common stockholders is based upon information currently available regarding events and conditions that will impact our future operating results. In particular, our results are subject to the factors listed under "Forward-Looking Statements" in this release. In addition, our actual results are likely to be impacted by other additional events for which information is not available, such as asset impairments, purchase accounting effects related to acquisitions, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of tangible assets, gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet known.

This release contains, and statements made by us concerning the release may contain, forward-looking statements, including our expectations for the fourth quarter, and full-year 2016. Forward-looking statements also 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. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “forecast,” “guide,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, including, without limitation: the impact of a challenging global economy or a downturn in served markets; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials; the competitiveness of the global broadcast, enterprise, and industrial markets; disruption of, or changes in, the Company’s key distribution channels; volatility in credit and foreign exchange markets; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; the inability of the Company to develop and introduce new products and competitive responses to our products; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; risks related to the use of open source software; the inability to retain senior management and key employees; disruptions in the Company’s information systems including due to cyber-attacks; variability in the Company’s quarterly and annual effective tax rates; perceived or actual product failures; political and economic uncertainties in the countries where the Company conducts business, including emerging markets; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; the impact of regulatory requirements and other legal compliance issues; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 25, 2016. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward looking statements as a result of new information, future developments, or otherwise, except as required by law.

Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial, enterprise and broadcast markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today's applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the Company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.




		1 North Brentwood Boulevard		Phone: 314.854.8000
		15th Floor		Fax: 314.854.8003
		St. Louis, Missouri 63105
				www.Belden.com



	Three Months Ended						Nine Months Ended
	October 2, 2016			September 27, 2015			October 2, 2016			September 27, 2015

	(In thousands)
GAAP net cash provided by operating activities	$	86,352		$	86,935		$	146,806		$	91,981
Capital expenditures, net of proceeds from the disposal of tangible assets	(10,692		)	(11,817		)	(35,775		)	(38,961		)
Non-GAAP free cash flow	$	75,660		$	75,118		$	111,031		$	53,020


(1)	Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures for additional information.