10-Q

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 September 30, 2018

Commission File No. 001-12561

_________________________________________________ 

BELDEN INC.

(Exact name of registrant as specified in its charter)

_________________________________________________

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

1 North Brentwood Boulevard

15th Floor

St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

_________________________________________________ 

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

Indicate by check mark whether the Registrant has submitted electronically 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  þ  No ¨.

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

Large accelerated filer þ   Accelerated filer ¨       Non-accelerated filer ¨       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  þ

As of November 1, 2018, the Registrant had 40,305,408 outstanding shares of common stock.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2018			December 31, 2017
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	329,027		$	561,108
Receivables, net	474,870			473,570
Inventories, net	322,194			297,226
Other current assets	50,361			40,167
Total current assets	1,176,452			1,372,071
Property, plant and equipment, less accumulated depreciation	351,628			337,322
Goodwill	1,554,830			1,478,257
Intangible assets, less accumulated amortization	537,087			545,207
Deferred income taxes	63,853			42,549
Other long-lived assets	31,062			65,207
	$	3,714,912		$	3,840,613
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	304,923		$	376,277
Accrued liabilities	314,667			302,651
Total current liabilities	619,590			678,928
Long-term debt	1,503,597			1,560,748
Postretirement benefits	124,013			102,085
Deferred income taxes	38,771			27,713
Other long-term liabilities	38,639			36,273
Stockholders’ equity:
Preferred stock	1			1
Common stock	503			503
Additional paid-in capital	1,135,699			1,123,832
Retained earnings	889,189			833,610
Accumulated other comprehensive loss	(85,667		)	(98,026		)
Treasury stock	(549,899		)	(425,685		)
Total Belden stockholders’ equity	1,389,826			1,434,235
Noncontrolling interest	476			631
Total stockholders’ equity	1,390,302			1,434,866
	$	3,714,912		$	3,840,613

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

- 1-

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands, except per share data)
Revenues	$	655,774		$	621,745		$	1,929,978		$	1,783,759
Cost of sales	(394,917		)	(381,896		)	(1,180,931		)	(1,078,432		)
Gross profit	260,857			239,849			749,047			705,327
Selling, general and administrative expenses	(132,716		)	(116,129		)	(396,430		)	(346,786		)
Research and development	(33,471		)	(35,442		)	(107,781		)	(105,108		)
Amortization of intangibles	(25,533		)	(27,162		)	(74,990		)	(77,944		)
Gain from patent litigation	62,141			—			62,141			—
Operating income	131,278			61,116			231,987			175,489
Interest expense, net	(14,472		)	(19,385		)	(46,538		)	(66,424		)
Non-operating pension benefit (cost)	1,356			(325		)	824			(880		)
Loss on debt extinguishment	—			(51,594		)	(22,990		)	(52,441		)
Income (loss) before taxes	118,162			(10,188		)	163,283			55,744
Income tax benefit (expense)	(32,304		)	11,133			(46,063		)	6,673
Net income	85,858			945			117,220			62,417
Less: Net loss attributable to noncontrolling interest	(23		)	(82		)	(148		)	(274		)
Net income attributable to Belden	85,881			1,027			117,368			62,691
Less: Preferred stock dividends	8,732			8,732			26,198			26,198
Net income (loss) attributable to Belden common stockholders	$	77,149		$	(7,705	)	$	91,170		$	36,493
Weighted average number of common shares and equivalents:
Basic	40,510			42,256			40,960			42,251
Diluted	47,678			42,256			41,268			42,663
Basic income (loss) per share attributable to Belden common stockholders	$	1.90		$	(0.18	)	$	2.23		$	0.86
Diluted income (loss) per share attributable to Belden common stockholders	$	1.80		$	(0.18	)	$	2.21		$	0.86
Comprehensive income (loss) attributable to Belden	$	68,620		$	(18,127	)	$	129,727		$	17,416
Common stock dividends declared per share	$	0.05		$	0.05		$	0.15		$	0.15

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

- 2-

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Nine Months Ended
	September 30, 2018			October 1, 2017
	(In thousands)
Cash flows from operating activities:
Net income	$	117,220		$	62,417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	111,896			112,538
Share-based compensation	14,657			13,431
Loss on debt extinguishment	22,990			52,441
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(25,338		)	(32,950		)
Inventories	(16,642		)	(50,232		)
Accounts payable	(81,296		)	30,290
Accrued liabilities	(29,474		)	(54,828		)
Income taxes	4,463			(32,071		)
Other assets	(13,267		)	(9,046		)
Other liabilities	(4,350		)	11,625
Net cash provided by operating activities	100,859			103,615
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired	(84,580		)	(166,896		)
Capital expenditures	(63,451		)	(33,430		)
Proceeds from disposal of tangible assets	1,556			15
Proceeds from disposal of business	40,171			—
Net cash used for investing activities	(106,304		)	(200,311		)
Cash flows from financing activities:
Payments under borrowing arrangements	(484,757		)	(1,105,892		)
Payments under share repurchase program	(125,000		)	(11,508		)
Cash dividends paid	(32,421		)	(32,535		)
Debt issuance costs paid	(7,609		)	(16,586		)
Withholding tax payments for share-based payment awards	(2,004		)	(5,421		)
Redemption of stockholders' rights agreement	(411		)	—
Borrowings under credit arrangements	431,270			866,700
Net cash used for financing activities	(220,932		)	(305,242		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(5,704		)	15,185
Decrease in cash and cash equivalents	(232,081		)	(386,753		)
Cash and cash equivalents, beginning of period	561,108			848,116
Cash and cash equivalents, end of period	$	329,027		$	461,363

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

- 3-

BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

NINE MONTHS ENDED SEPTEMBER 30, 2018

(Unaudited)

		Belden Inc. Stockholders
	Mandatory Convertible							Additional											Accumulated Other			Non-controlling
	Preferred Stock				Common Stock			Paid-In			Retained			Treasury Stock					Comprehensive
	Shares		Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Interest			Total
		(In thousands)
Balance at December 31, 2017	52		$	1	50,335	$	503	$	1,123,832		$	833,610		(8,316	)	$	(425,685	)	$	(98,026	)	$	631		$	1,434,866
Cumulative effect of change in accounting principles	—		—		—	—		—			(29,041		)	—		—			—			—			(29,041		)
Net income (loss)	—		—		—	—		—			117,368			—		—			—			(148		)	117,220
Other comprehensive income, net of tax	—		—		—	—		—			—			—		—			12,359			(7		)	12,352
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(883		)	—			20		118			—			—			(765		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(1,907		)	—			48		668			—			—			(1,239		)
Share repurchase program	—		—		—	—		—			—			(1,782	)	(125,000		)	—			—			(125,000		)
Share-based compensation	—		—		—	—		14,657			—			—		—			—			—			14,657
Redemption of stockholders' rights agreement	—		—		—	—		—			(411		)	—		—			—			—			(411		)
Preferred stock dividends	—		—		—	—		—			(26,198		)	—		—			—			—			(26,198		)
Common stock dividends ($0.15 per share)	—		—		—	—		—			(6,139		)	—		—			—			—			(6,139		)
Balance at September 30, 2018	52		$	1	50,335	$	503	$	1,135,699		$	889,189		(10,030	)	$	(549,899	)	$	(85,667	)	$	476		$	1,390,302

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, 2017:

• 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 2017 Annual Report on Form 10-K.

Business Description

We are a signal transmission solutions provider built around two global business platforms – Enterprise Solutions and Industrial Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

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 1, 2018, the 91st day of our fiscal year 2018. Our fiscal second and third quarters each have 91 days. The nine months ended September 30, 2018 and October 1, 2017 included 273 and 274 days, respectively.

Reportable Segments

Effective January 1, 2018, we changed our organizational structure and, as a result, now are reporting two segments. The segments formerly known as Broadcast Solutions and Enterprise Solutions now are presented as the Enterprise Solutions segment, and the segments formerly known as Industrial Solutions and Network Solutions now are presented as the Industrial Solutions segment. The reorganization allows us to further accelerate progress in key strategic areas, and the segment consolidation properly aligns our external reporting with the way the businesses are now managed. We have recast the prior period segment information to conform to the change in the composition of these reportable segments. 

Reclassifications

We have made certain reclassifications to the 2017 Condensed Consolidated Financial Statements, including those related to the adoption of Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07) and our segment change, with no impact to reported net income in order to conform to the 2018 presentation. See Note 5.

Interim Periods of 2017

During the financial closing process for the fourth quarter of 2017, we determined that certain consolidated financial statement amounts were not recorded correctly in prior interim periods of 2017. We evaluated these errors and concluded that they were not material to any of our previously issued interim financial statements and did not require restatement of the quarters. The errors primarily related to recognizing revenue prior to satisfying all of the delivery criteria in one business within our Enterprise segment. All of the errors were corrected as of December 31, 2017. The impact of the errors in the three months ended October 1, 2017 was an overstatement of revenues and net income of $11.8 million and $2.6 million, respectively. The impact of the errors in the nine months ended October 1, 2017 was an overstatement of revenues and net income of $28.3 million and $6.9 million, respectively.

- 5-

Fair Value Measurement

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

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

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

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

As of and during the three and nine months ended September 30, 2018 and October 1, 2017, 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). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 30, 2018 and October 1, 2017.

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 September 30, 2018, 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.

Contingent Liabilities

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

As of September 30, 2018, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.3 million, $3.2 million, and $2.3 million, respectively.

Gain from Patent Litigation

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an action for patent infringement against Corning Optical Communications RF LLC (Corning). The complaint alleged that Corning infringed two of PPC’s patents. In July 2015, a jury found that Corning willfully infringed both patents. In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit. In March 2018, a panel of three judges of the United States Court of Appeals for the Federal Circuit issued a Rule 36 Affirmance of the District Court's final judgment that Corning, among other things, willfully infringed the PPC universal compression patents at issue in the case, and that PPC should be awarded approximately $61.8 million, plus accrued interest. In April 2018, Corning filed a petition for re-hearing, which was denied in May 2018. On July 16, 2018, the District Court ruled that Corning shall pay the judgments. We received a pre-tax amount of approximately $62.1 million from Corning on July 19, 2018. We recorded the $62.1 million of cash received as a pre-tax gain from patent litigation during the three and nine months ended September 30, 2018. Prior to the third quarter of 2018, we had not recognized any amounts in our consolidated financial statements related to this matter. On September 27, 2018, Corning filed a petition for certiorari review by the U.S. Supreme Court of the District Court’s decision to exercise its discretion to award PPC $23.85 million in enhanced damages based on the totality of the evidence, including a number of factual findings regarding Corning’s willful infringement and egregious

- 6-

conduct. For at least the same reasons why the Federal Circuit affirmed the District Court’s decision to enhance damages, we believe that Corning’s certiorari petition will not be granted, thus exhausting Corning’s opportunities for further appellate relief.

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 and did not identify any events that would require disclosure.

Current-Year Adoption of Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which replaced most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We adopted ASU 2014-09 on January 1, 2018, using the modified retrospective method of adoption. Adoption resulted in a $2.6 million, net of tax increase to retained earnings. This adjustment primarily relates to the deferral of costs to obtain a contract that were previously expensed at the beginning of the contract period.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The new guidance addresses how the following eight specific cash flow items are to be presented: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. We adopted ASU 2016-15 on January 1, 2018. The adoption had no material impact on our statement of cash flows for the nine months ended September 30, 2018.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. We adopted ASU 2016-16 on January 1, 2018. The adoption resulted in a $3.0 million and $46.9 million decrease to other current assets and other long-lived assets, respectively, as well as an $18.2 million increase in deferred income tax assets and a $31.7 million decrease to retained earnings on January 1, 2018. The adoption had no material impact on our results of operations.

In March 2017, the FASB issued ASU 2017-07, which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component is eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. We adopted ASU 2017-07 on January 1, 2018, and elected to use the practical expedient related to the retrospective presentation requirements. Adoption resulted in a $0.3 million and $0.9 million increase to operating income for the three and nine months ended October 1, 2017, respectively, but no changes to net income.

Pending Adoption of Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02), a leasing standard for both lessees and lessors that supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840,

- 7-

"Leases." Under its core principle, a lessee will recognize a right-of-use asset and lease liability on the balance sheet for nearly all leased assets. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019, and early adoption is permitted. We will adopt ASU 2016-02 on January 1, 2019. In July 2018, the FASB issued ASU No. 2018-11 (“ASU 2018-11”), Leases: Targeted Improvements, which provides an additional (and optional) transition method for adopting the new lease standard. Under this transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative effect adjustment to opening retained earnings in the period of adoption. Currently, we plan on adopting the new lease standard using the newly permitted transition method. Furthermore, we plan to elect the following practical expedients and accounting policy elections upon adoption: (i) the package of practical expedients as defined in ASU 2016-02, (ii) the short-term lease accounting policy election, (iii) the practical expedient to not separate non-lease components from lease components, and (iv) the easement practical expedient, which permits an entity to continue applying its current policy for accounting for land easements that existed as of the effective date of ASU 2016-02. Although we anticipate the adoption of ASU 2016-02 will have a material impact on our consolidated balance sheets, we do not expect the adoption to have a material impact on our consolidated statements of income.  We are completing our assessment of the potential impacts of ASU 2016-02 and also implementing changes to our systems and processes.

In August 2017, the FASB issued Accounting Standards Update No. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new guidance better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The new guidance also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The standard is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements and related disclosures.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Act”). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as a period cost are both acceptable methods subject to an accounting policy election. Pending further review of the guidance related to the application of the GILTI provisions and their impact to Belden, we intend to further assess the materiality of the anticipated GILTI inclusion before making a policy election as allowed under current law as of the date of this report.

In February 2018, the FASB issued ASU No. 2018-02 (“ASU 2018-02”), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 provides an option to allow reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017.   The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures.

In August 2018, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. Additionally, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period presented. This final rule is effective on November 5, 2018. We are in the process of evaluating the impact of the final rule on its consolidated financial statements.

Note 2:  Revenues

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the accounting standards in effect for those periods.

We recorded a net increase to retained earnings of $2.6 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to sales commissions and software revenues within our Industrial Solutions segment. There was no significant impact to revenues for the three and nine months ended September 30, 2018 as a result of applying Topic 606.

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

- 8-

remitted to governmental authorities are not included in our revenues. The following tables present our revenues disaggregated by major product category.

	Cable & Connectivity		Networking, Software & Security		Total Revenues
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	271,928	$	116,923	$	388,851
Industrial Solutions	162,460		104,463		266,923
Total	$	434,388	$	221,386	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	262,212	$	98,630	$	360,842
Industrial Solutions	160,520		100,383		260,903
Total	$	422,732	$	199,013	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	785,970	$	348,906	$	1,134,876
Industrial Solutions	498,062		297,040		795,102
Total	$	1,284,032	$	645,946	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	751,459	$	272,465	$	1,023,924
Industrial Solutions	466,155		293,680		759,835
Total	$	1,217,614	$	566,145	$	1,783,759

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 September 30, 2018	(In thousands)
Enterprise Solutions	$	254,320	$	72,467	$	62,064	$	388,851
Industrial Solutions	156,334		71,280		39,309		266,923
Total	$	410,654	$	143,747	$	101,373	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	243,223	$	61,270	$	56,349	$	360,842
Industrial Solutions	150,229		72,718		37,956		260,903
Total	$	393,452	$	133,988	$	94,305	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	735,794	$	228,394	$	170,688	$	1,134,876
Industrial Solutions	461,667		217,851		115,584		795,102
Total	$	1,197,461	$	446,245	$	286,272	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	690,568	$	168,947	$	164,409	$	1,023,924
Industrial Solutions	448,675		205,050		106,110		759,835
Total	$	1,139,243	$	373,997	$	270,519	$	1,783,759

The following tables present our revenues disaggregated by products, including software products, and support and services.

- 9-

	Products		Support & Services		Total Revenues
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	368,389	$	20,462	$	388,851
Industrial Solutions	243,578		23,345		266,923
Total	$	611,967	$	43,807	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	342,216	$	18,626	$	360,842
Industrial Solutions	235,378		25,525		260,903
Total	$	577,594	$	44,151	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	1,080,549	$	54,327	$	1,134,876
Industrial Solutions	723,653		71,449		795,102
Total	$	1,804,202	$	125,776	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	968,855	$	55,069	$	1,023,924
Industrial Solutions	683,121		76,714		759,835
Total	$	1,651,976	$	131,783	$	1,783,759

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

The amount 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 was not significant during the three and nine months ended September 30, 2018. Accrued rebates and accrued returns as of September 30, 2018 totaled $30.1 million and $9.3 million, respectively. Estimated price adjustments recognized against our gross accounts receivable balance as of September 30, 2018 totaled $29.0 million.

Depending on the terms of an arrangement, we may defer the recognition of a portion 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 recognized when or as the services are performed depending on the terms of the arrangement. As of January 1, 2018, total deferred revenue was $104.4 million, and $50.8 million and $149.4 million was recognized as revenue during the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, total deferred revenue was $90.8 million, and of this amount, $78.5 million will be recognized within the next twelve months, and the remaining $12.3 million is long-term and will be recognized over a period greater than twelve months.

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions in other current and long-lived assets on our balance sheet when the duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Total capitalized sales commissions was $2.3 million as of September 30, 2018. Total sales commissions costs were $5.9 million and $18.4 million during the three and nine months ended September 30, 2018, respectively. Sales commissions are recorded within selling, general and administrative expenses.

Note 3:  Acquisitions

Net-Tech Technology, Inc.

- 10-

We acquired 100% of the shares of Net-Tech Technology, Inc. (NT2) on April 25, 2018 for a preliminary purchase price of $8.5 million that was funded with cash on hand. NT2 is an integrator of optical passive components and network optimization products used within broadband network applications where optical backhaul is used. NT2 is located in the United States. The results of NT2 have been included in our Consolidated Financial Statements from April 25, 2018, and are reported within the Enterprise Solutions segment. The NT2 acquisition was not material to our financial position or results of operations.

Snell Advanced Media

We acquired 100% of the outstanding ownership interest in Snell Advanced Media (SAM) on February 8, 2018 for a purchase price, net of cash acquired, of $104.5 million that was funded with cash on hand. The acquisition includes a potential earnout, which is based upon future combined earnings of SAM and Grass Valley through December 31, 2019. The maximum earnout consideration is $31.4 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the preliminary estimated fair value of the earnout included in the purchase price is $29.3 million. We assumed debt of $19.3 million and paid it off during the first quarter of 2018. SAM designs, manufactures, and sells innovative content production and distribution systems for the broadcast and media markets. SAM is located in the United Kingdom. The results of SAM have been included in our Consolidated Financial Statements from February 8, 2018, and are reported within the Enterprise Solutions segment. The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as of February 8, 2018 (in thousands):

Receivables	$	17,182
Inventory	15,312
Prepaid and other current assets	3,375
Property, plant, and equipment	7,789
Intangible assets	54,100
Goodwill	87,853
Deferred taxes	5,476
Other long-lived assets	2,156
Total assets acquired	$	193,243
Accounts payable	$	11,927
Accrued liabilities	21,614
Deferred revenue	3,924
Long-term debt	19,315
Postretirement benefits	31,343
Other long-term liabilities	591
Total liabilities assumed	$	88,714
Net assets	$	104,529

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; property, plant and equipment; intangible assets; goodwill; deferred income taxes; deferred revenue; and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

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 $17.2 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our estimates of the preliminary fair values for the acquired inventory; property, plant, and equipment; intangible assets; and deferred revenue on preliminary 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

- 11-

disposal, and a reasonable profit allowance for our post acquisition selling efforts. To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation). We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the SAM acquisition may be gained from helping broadcast and media content creators, aggregators and distributors significantly improve their effectiveness and efficiency during a period of rapid change in technology, viewer and advertiser behavior and business models. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:

	Preliminary Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	38,100	5.0
Customer relationships	12,300		12.0
Sales backlog	2,000		0.3
Trademarks	1,700		0.9
Total intangible assets subject to amortization	$	54,100
Intangible assets not subject to amortization:
Goodwill	$	87,853	n/a
Total intangible assets not subject to amortization	$	87,853
Total intangible assets	$	141,953
Weighted average amortization period			6.3 years

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. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

Our consolidated revenues for the three and nine months ended September 30, 2018 included an estimated $25.3 million and $77.2 million, respectively, from SAM. Due to the integration of SAM into our existing business, we are unable to reasonably estimate the amount of income before taxes from SAM included in our consolidated financial statements. Our consolidated income before taxes for the three months ended September 30, 2018 included $7.1 million of severance and other restructuring costs, $3.7 million of amortization of intangible assets, and $0.6 million of cost of sales related to the adjustment of acquired inventory to fair value from SAM. Our consolidated income before taxes for the nine months ended September 30, 2018 included $36.6 million of severance and other restructuring costs, $8.7 million of amortization of intangible assets, and $1.8 million of cost of sales related to the adjustment of acquired inventory to fair value from SAM.

The following table illustrates the unaudited pro forma effect on operating results as if the SAM acquisition had been completed as of January 1, 2017.

- 12-

	Three Months Ended					Nine Months Ended
	September 30, 2018		October 1, 2017			September 30, 2018		October 1, 2017
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	659,003	$	644,017		$	1,944,628	$	1,857,885
Net income (loss) attributable to Belden common stockholders	92,769		(24,050		)	126,937		(19,056		)
Diluted income (loss) per share attributable to Belden common stockholders	$	2.13	$	(0.57	)	$	3.08	$	(0.45	)

For purposes of the pro forma disclosures, the three months ended October 1, 2017 includes nonrecurring expenses related to the acquisition, including severance, restructuring, and acquisition integration costs; amortization of the sales backlog intangible asset; and cost of sales arising from the adjustment of inventory to fair value of $7.1 million, $0.2 million, and $0.2 million, respectively. For purposes of the pro forma disclosures, the nine months ended October 1, 2017 includes nonrecurring expenses related to the acquisition, including severance, restructuring, and acquisition integration costs; amortization of the sales backlog intangible asset; and cost of sales arising from the adjustment of inventory to fair value of $36.6 million, $2.0 million, and $1.7 million, respectively.

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.

Thinklogical Holdings, LLC

We acquired 100% of the outstanding ownership interest in Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017 for a purchase price, net of cash acquired, of $165.8 million. Thinklogical designs, manufactures, and markets high-bandwidth fiber matrix switches, video, and keyboard/video/mouse extender solutions, camera extenders, and console management solutions. Thinklogical is headquartered in Connecticut. The results of Thinklogical have been included in our Consolidated Financial Statements from May 31, 2017, and are reported within the Enterprise Solutions segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of May 31, 2017 (in thousands):

Receivables	$	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	73,400
Goodwill	70,654
Deferred income taxes	598
Total assets acquired	$	170,040
Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286
Net assets	$	165,754

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 fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

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

- 13-

For purposes of the above allocation, we based our estimate of the fair value for the acquired inventory, intangible assets, and deferred revenue on a valuation study performed by a third party valuation firm. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation). The determination of the fair value of the assets acquired and liabilities assumed and the allocation of the purchase price is complete.

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 expected synergies and the assembled workforce. The expected synergies for the Thinklogical acquisition primarily consist of utilizing Belden's fiber and connectivity portfolio with Thinklogical's connections between matrix switch, control systems, transmitters and source to expand our product portfolio across our segments to both existing and new customers. Our tax basis in the acquired goodwill is approximately $43.3 million and is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The intangible assets related to the acquisition consisted of the following:

	Preliminary Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	62,600	10.0
Customer relationships	6,500		8.0
Trademarks	2,900		10.0
Sales backlog	1,400		0.3
Total intangible assets subject to amortization	$	73,400
Intangible assets not subject to amortization:
Goodwill	$	70,654	n/a
Total intangible assets not subject to amortization	$	70,654
Total intangible assets	$	144,054
Weighted average amortization period			9.6

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

Our consolidated revenues and consolidated income before taxes for the three months ended September 30, 2018 included $15.2 million and $2.6 million, respectively, from Thinklogical. The income before taxes from Thinklogical included $3.2 million of amortization of intangible assets. Our consolidated revenues and consolidated income before taxes for the nine months ended September 30, 2018 included $32.6 million and $(0.5) million, respectively, from Thinklogical. Thinklogical's loss before taxes included $9.5 million of amortization of intangible assets and $0.5 million of severance and other restructuring costs.

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

- 14-

	Three Months Ended			Nine Months Ended
	October 1, 2017			October 1, 2017
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	621,745		$	1,792,614
Net income (loss) attributable to Belden common stockholders	(5,128		)	37,097
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.12	)	$	0.87

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.

Note 4:  Disposals

During the fourth quarter of 2016, we committed to a plan to sell our MCS business and Hirschmann JV. The MCS business operated in Germany and the United States and was part of the Industrial Solutions segment, and the Hirschmann JV was an equity method investment located in China. Effective December 31, 2017, we sold the MCS business and Hirschmann JV for a total purchase price of $40.2 million, which was collected in the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, we also sold a previously closed operating facility for net proceeds of $1.5 million and recognized a $0.6 million gain on the sale.

Note 5:  Reportable Segments

Effective January 1, 2018, we changed our organizational structure and, as a result, now are reporting two segments. The segments formerly known as Broadcast Solutions and Enterprise Solutions now are presented as the Enterprise Solutions segment, and the segments formerly known as Industrial Solutions and Network Solutions now are presented as the Industrial Solutions segment. The reorganization allows us to further accelerate progress in key strategic areas, and the segment consolidation properly aligns our external reporting with the way the businesses are now managed. We have recast the prior period segment information to conform to the change in the composition of these reportable segments. This change had no impact to our reporting units for purposes of goodwill impairment testing.

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

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

- 15-

	Enterprise Solutions		Industrial Solutions		Total Segments
	(In thousands)
As of and for the three months ended September 30, 2018
Segment revenues	$	392,080	$	266,923	$	659,003
Affiliate revenues	1,776		15		1,791
Segment EBITDA	72,210		53,750		125,960
Depreciation expense	7,092		4,579		11,671
Amortization of intangibles	12,322		13,211		25,533
Amortization of software development intangible assets	620		—		620
Severance, restructuring, and acquisition integration costs	9,528		2,160		11,688
Purchase accounting effects of acquisitions	821		—		821
Deferred revenue adjustments	3,229		—		3,229
Segment assets	766,505		448,626		1,215,131
As of and for the three months ended October 1, 2017
Segment revenues	$	360,842	$	260,903	$	621,745
Affiliate revenues	971		2		973
Segment EBITDA	62,109		55,747		117,856
Depreciation expense	6,828		4,855		11,683
Amortization of intangibles	13,920		13,242		27,162
Severance, restructuring, and acquisition integration costs	9,309		7,370		16,679
Purchase accounting effects of acquisitions	2,922		—		2,922
Segment assets	658,175		400,538		1,058,713
As of and for the nine months ended September 30, 2018
Segment revenues	$	1,142,765	$	795,102	$	1,937,867
Affiliate revenues	4,318		61		4,379
Segment EBITDA	199,943		153,401		353,344
Depreciation expense	21,465		14,097		35,562
Amortization of intangibles	35,301		39,689		74,990
Amortization of software development intangible assets	1,344		—		1,344
Severance, restructuring, and acquisition integration costs	46,949		10,061		57,010
Purchase accounting effects of acquisitions	2,359		—		2,359
Deferred revenue adjustments	7,889		—		7,889
Segment assets	766,505		448,626		1,215,131
As of and for the nine months ended October 1, 2017
Segment revenues	$	1,023,924	$	759,835	$	1,783,759
Affiliate revenues	4,084		51		4,135
Segment EBITDA	168,073		153,675		321,748
Depreciation expense	20,129		14,465		34,594
Amortization of intangibles	38,241		39,703		77,944
Severance, restructuring, and acquisition integration costs	23,701		9,138		32,839
Purchase accounting effects of acquisitions	4,089		—		4,089
Segment assets	658,175		400,538		1,058,713

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

- 16-

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Total Segment Revenues	$	659,003		$	621,745		$	1,937,867		$	1,783,759
Deferred revenue adjustments (1)	(3,229		)	—			(7,889		)	—
Consolidated Revenues	$	655,774		$	621,745		$	1,929,978		$	1,783,759
Total Segment EBITDA	$	125,960		$	117,856		$	353,344		$	321,748
Gain from patent litigation	62,141			—			62,141			—
Costs related to patent litigation	(2,634		)	—			(2,634		)	—
Amortization of intangibles	(25,533		)	(27,162		)	(74,990		)	(77,944		)
Severance, restructuring, and acquisition integration costs (2)	(11,688		)	(16,679		)	(57,010		)	(32,839		)
Depreciation expense	(11,671		)	(11,683		)	(35,562		)	(34,594		)
Deferred revenue adjustments (1)	(3,229		)	—			(7,889		)	—
Purchase accounting effects related to acquisitions (3)	(821		)	(2,922		)	(2,359		)	(4,089		)
Amortization of software development intangible assets	(620		)	—			(1,344		)	—
Loss on sale of assets	—			—			(94		)	—
Income from equity method investment	—			2,551			—			5,835
Eliminations	(627		)	(845		)	(1,616		)	(2,628		)
Consolidated operating income	131,278			61,116			231,987			175,489
Interest expense, net	(14,472		)	(19,385		)	(46,538		)	(66,424		)
Non-operating pension benefit (cost)	1,356			(325		)	824			(880		)
Loss on debt extinguishment	—			(51,594		)	(22,990		)	(52,441		)
Consolidated income (loss) before taxes	$	118,162		$	(10,188	)	$	163,283		$	55,744

(1) For the three and nine months ended September 30, 2018, our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2) See Note 9, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) For the three and nine months ended September 30, 2018, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the SAM and NT2 acquisitions.

Note 6: Income per Share

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

- 17-

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Numerator:
Net income	$	85,858		$	945		$	117,220		$	62,417
Less: Net loss attributable to noncontrolling interest	(23		)	(82		)	(148		)	(274		)
Less: Preferred stock dividends	8,732			8,732			26,198			26,198
Net income (loss) attributable to Belden common stockholders for basic income (loss) per share	$	77,149		$	(7,705	)	$	91,170		$	36,493
Plus: Preferred stock dividends	8,732			—			—			—
Net income (loss) attributable to Belden common stockholders for diluted income (loss) per share	$	85,881		$	(7,705	)	$	91,170		$	36,493
Denominator:
Weighted average shares outstanding, basic	40,510			42,256			40,960			42,251
Assumed conversion of preferred stock into common stock	6,857			—			—			—
Effect of dilutive common stock equivalents	311			—			308			412
Weighted average shares outstanding, diluted	47,678			42,256			41,268			42,663

For the three and nine months ended September 30, 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.9 million and 0.8 million, respectively, because to do so would have been anti-dilutive. In addition, for the three and nine months ended September 30, 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.2 million, respectively, because the related performance conditions have not been satisfied. Furthermore, for the nine months ended September 30, 2018, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 6.9 million common shares, because deducting the preferred stock dividends from net income was more dilutive.

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

For 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 7:  Inventories

The major classes of inventories were as follows:

- 18-

	September 30, 2018			December 31, 2017
	(In thousands)
Raw materials	$	164,925		$	133,311
Work-in-process	45,054			35,807
Finished goods	142,297			153,377
Gross inventories	352,276			322,495
Excess and obsolete reserves	(30,082		)	(25,269		)
Net inventories	$	322,194		$	297,226

Note 8:  Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $11.7 million and $35.6 million in the three and nine months ended September 30, 2018, respectively. We recognized depreciation expense of $11.7 million and $34.6 million in the three and nine months ended October 1, 2017, respectively.

We recognized amortization expense related to our intangible assets of $26.2 million and $76.3 million in the three and nine months ended September 30, 2018, respectively. We recognized amortization expense related to our intangible assets of $27.2 million and $77.9 million in the three and nine months ended October 1, 2017, respectively.

Note 9:  Severance, Restructuring, and Acquisition Integration Activities

Grass Valley and SAM Integration Program: 2018

During the first quarter of 2018, we began a restructuring program to integrate SAM with Grass Valley. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $7.1 million and $36.6 million of severance and other restructuring costs for this program during the three and nine months ended September 30, 2018, respectively. The costs were incurred by the Enterprise Solutions segment. We expect to incur approximately $12 million of additional severance and restructuring costs for this program, which will be incurred during the fourth quarter of 2018 and first quarter of 2019.

Industrial Manufacturing Footprint Program: 2016 - 2018

In 2016, we began a program to consolidate our manufacturing footprint. This program is expected to be completed by the end of 2018. We recognized $4.3 million and $15.8 million of severance and other restructuring costs for this program during the three and nine months ended September 30, 2018, respectively. We recognized $11.4 million and $25.3 million of severance and other restructuring costs for this program during the three and nine months ended October 1, 2017, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. To date, we have incurred a total of $64.1 million in severance and other restructuring costs, including manufacturing inefficiencies for this program. 

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

- 19-

	Severance			Other Restructuring and Integration Costs		Total Costs
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	(1,283	)	$	10,811	$	9,528
Industrial Solutions	136			2,024		2,160
Total	$	(1,147	)	$	12,835	$	11,688
Three Months Ended October 1, 2017
Enterprise Solutions	$	1,222		$	8,087	$	9,309
Industrial Solutions	712			6,658		7,370
Total	$	1,934		$	14,745	$	16,679
Nine Months Ended September 30, 2018
Enterprise Solutions	$	10,097		$	36,852	$	46,949
Industrial Solutions	378			9,683		10,061
Total	$	10,475		$	46,535	$	57,010
Nine Months Ended October 1, 2017
Enterprise Solutions	$	3,398		$	20,303	$	23,701
Industrial Solutions	865			8,273		9,138
Total	$	4,263		$	28,576	$	32,839

Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended September 30, 2018, $4.8 million, $6.4 million, and $0.5 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 1, 2017, $12.4 million, $4.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended September 30, 2018, $21.4 million, $30.3 million, and $5.3 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 1, 2017, $26.5 million, $6.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

The net credit to severance expense for the Enterprise Solutions segment in the three months ended September 30, 2018 is attributable to voluntary employee turnover in advance of receiving severance benefits, thus resulting in the reversal of previously accrued severance expense. The other restructuring and integration costs 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.   

Accrued Severance

The table below summarizes the significant severance activity that occurred during the year for the Grass Valley and SAM Integration Program described above. The balances are included in accrued liabilities.

- 20-

	Grass Valley and SAM Integration Program
	(In thousands)
Balance at December 31, 2017	$	—
New charges	456
Cash payments	(50		)
Balance at April 1, 2018	$	406
New charges	10,714
Cash payments	(7,556		)
Foreign currency translation	(4		)
Balance at July 1, 2018	$	3,560
New charges	121
Cash payments	(989		)
Foreign currency translation	(9		)
Other adjustments	(1,531		)
Balance at September 30, 2018	$	1,152

Note 10:  Long-Term Debt and Other Borrowing Arrangements

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

	September 30, 2018			December 31, 2017
	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.875% Senior subordinated notes due 2028	411,110			—
3.375% Senior subordinated notes due 2027	528,570			540,810
4.125% Senior subordinated notes due 2026	234,920			240,360
2.875% Senior subordinated notes due 2025	352,380			360,540
5.25% Senior subordinated notes due 2024	—			200,000
5.50% Senior subordinated notes due 2023	—			242,522
Total senior subordinated notes	1,526,980			1,584,232
Less unamortized debt issuance costs	(23,383		)	(23,484		)
Long-term debt	$	1,503,597		$	1,560,748

Revolving Credit Agreement due 2022

Our Revolving Credit Agreement provides a $400.0 million multi-currency asset-based revolving credit facility (The Revolver). The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. As of September 30, 2018, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $359.8 million.

Senior Subordinated Notes

In March 2018, we completed an offering for €350.0 million ($431.3 million at issuance) aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of September 30, 2018 is $411.1

- 21-

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, 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 March 15 and September 15 of each year, beginning on September 15, 2018. We paid approximately $7.5 million of fees associated with the issuance of the 2028 Notes, which will be amortized over the life of the 2028 Notes using the effective interest method. We used the net proceeds from this offering and cash on hand to repurchase the 2023 and 2024 Notes - see further discussion below.

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 September 30, 2018 is $528.6 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 2028, 2026, 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 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 September 30, 2018 is $234.9 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 September 30, 2018 is $352.4 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.

We had outstanding $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024 (the 2024 Notes). In March 2018, we repurchased $188.7 million of the $200.0 million 2024 Notes outstanding for cash consideration of $199.8 million, including a prepayment penalty and recognized a $13.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. In April 2018, we repurchased the remaining 2024 Notes outstanding for cash consideration of $11.9 million, including a prepayment penalty, and recognized a $0.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We had outstanding €200.0 million aggregate principal amount of 5.5% senior subordinated notes due 2023 (the 2023 Notes). In March 2018, we repurchased €143.1 million of the €200.0 million 2023 Notes outstanding for cash consideration of €147.8 million ($182.1 million), including a prepayment penalty and recognized a $6.2 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. In April 2018, we repurchased the remaining 2023 Notes outstanding for cash consideration of €58.5 million ($71.6 million), including a prepayment penalty, and recognized a $2.2 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of September 30, 2018 was approximately $1,526.9 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 $1,527.0 million as of September 30, 2018.

Note 11:  Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of September 30, 2018, all of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations. The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in exchange rates. The transaction gain or loss is reported in the cumulative translation adjustment section of other comprehensive income. The amount of the cumulative translation adjustment associated with these notes for the nine month periods ended September 30, 2018 and October 1, 2017 was a gain of $46.3 million and a loss of $25.3 million, respectively.

- 22-

Note 12:  Income Taxes

For the three and nine months ended September 30, 2018, we recognized income tax expense of $32.3 million and $46.1 million, respectively, representing an effective tax rate of 27.3% and 28.2%, respectively. The effective tax rate was impacted by the following significant factors:

• We recognized income tax expense of $3.8 million and $4.3 million, respectively, in the three and nine months ended September 30, 2018 as a result of changes in our valuation allowance for the “Tax Cuts and Jobs Act” (the Act). The amount of this adjustment remains provisional under Staff Accounting Bulletin No. 118 (SAB 118) as of the date of this report.

• We recognized income tax expense of $1.8 million in the nine months ended September 30, 2018 as a result of a change in our valuation allowance on foreign tax credits associated with our euro debt refinancing.

• We recognized an income tax benefit of $3.3 million and $4.4 million, respectively, in the three and nine months ended September 30, 2018 primarily related to certain foreign tax credits.

• We recognized an income tax benefit of $1.2 million in the nine months ended September 30, 2018 due to a decrease in reserves for uncertain tax positions of prior years.

On December 22, 2017, the Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial tax system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.

On December 22, 2017, SAB 118 was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. The issuance of proposed regulations regarding GILTI and the one-time transition tax on the mandatory deemed repatriation of foreign earnings as well as the IRS notice addressing IRC section 162(m)  has resulted in refinements to the provisional amounts initially recorded for the valuation allowance on certain foreign tax credits in 2017, certain covered employee compensation associated with the amendments to IRC section 162(m), the one-time transition tax on the mandatory deemed repatriation of foreign earnings and the estimated tax expense associated with the GILTI taxable inclusion. As a result, we recorded an adjustment to the valuation allowance on certain foreign tax credits and an adjustment to the deferred tax asset associated with certain covered employee compensation. Additional work is still necessary for a more detailed analysis of all provisional amounts associated with the Act including the remeasurement of certain deferred tax assets and liabilities, the one-time transition tax on the mandatory deemed repatriation of foreign earnings, the valuation allowance on certain foreign tax credits, and the non-deductibility of certain covered employee compensation associated with the amendments to IRC section 162(m).  The transition tax on the mandatory deemed repatriation of foreign earnings will be finalized in the fourth quarter 2018 when the tax return is filed, and any subsequent adjustment to all other provisional amounts will be recorded to tax expense in the fourth quarter 2018 when the analysis is complete. All adjustments related to the Act remain provisional as of the date of this report.

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

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

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

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

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

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

Note 13:  Pension and Other Postretirement Obligations

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

- 23-

	Pension Obligations						Other Postretirement Obligations
Three Months Ended	September 30, 2018			October 1, 2017			September 30, 2018		October 1, 2017
	(In thousands)
Service cost	$	1,717		$	1,206		$	14	$	14
Interest cost	2,011			1,822			257		344
Expected return on plan assets	(4,660		)	(2,487		)	—		—
Amortization of prior service credit	(37		)	(10		)	—		—
Actuarial losses	1,073			633			—		23
Net periodic cost	$	104		$	1,164		$	271	$	381
Nine Months Ended
Service cost	$	3,792		$	3,549		$	40	$	41
Interest cost	5,792			5,391			781		1,000
Expected return on plan assets	(9,688		)	(7,415		)	—		—
Amortization of prior service credit	(59		)	(30		)	—		—
Actuarial losses	2,350			1,866			—		68
Net periodic cost	$	2,187		$	3,361		$	821	$	1,109

Note 14:  Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Net income	$	85,858		$	945		$	117,220		$	62,417
Foreign currency translation gain (loss), net of $0.5 million, $1.1 million, $0.7 million, and $1.5 million tax, respectively	(17,904		)	(19,535		)	10,943			(46,478		)
Adjustments to pension and postretirement liability, net of $0.4 million, $0.2 million, $0.9 million, and $0.7 million tax, respectively	637			397			1,409			1,171
Total comprehensive income (loss)	68,591			(18,193		)	129,572			17,110
Less: Comprehensive loss attributable to noncontrolling interest	(29		)	(66		)	(155		)	(306		)
Comprehensive income (loss) attributable to Belden	$	68,620		$	(18,127	)	$	129,727		$	17,416

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, 2017	$	(69,691	)	$	(28,335	)	$	(98,026	)
Other comprehensive income attributable to Belden before reclassifications	10,950			—			10,950
Amounts reclassified from accumulated other comprehensive income	—			1,409			1,409
Net current period other comprehensive gain attributable to Belden	10,950			1,409			12,359
Balance at September 30, 2018	$	(58,741	)	$	(26,926	)	$	(85,667	)

- 24-

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 30, 2018:

	Amount  Reclassified from   Accumulated Other Comprehensive Income			Affected Line  Item in the   Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	2,350		(1)
Prior service credit	(59		)	(1)
Total before tax	2,291
Tax benefit	(882		)
Total net of tax	$	1,409

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 13).

Note 15:  Preferred Stock

In 2016, we issued 5.2 million depositary shares, each of which represents 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock (the Preferred Stock), for an offering price of $100 per depositary share. Holders of the Preferred Stock may elect to convert their shares into common stock at any time prior to the mandatory conversion date. Unless earlier converted, each share of Preferred Stock will automatically convert into common stock on or around July 15, 2019 into between 120.46 and 132.50 shares of Belden common stock, subject to customary anti-dilution adjustments. This represents a range of 6.2 million to 6.9 million shares of Belden common stock to be issued upon conversion. The number of shares of Belden common stock issuable upon the mandatory conversion of the Preferred Stock will be determined based upon the volume-weighted average price of Belden’s common stock over the 20 day trading period beginning on, and including, the 22nd scheduled trading day prior to July 15, 2019. The net proceeds from this offering were approximately $501 million. With respect to dividend and liquidation rights, the Preferred Stock ranks senior to our common stock and junior to all of our existing and future indebtedness. During the three and nine months ended September 30, 2018 and October 1, 2017, dividends on the Preferred Stock were $8.7 million and $26.2 million, respectively.

Note 16: Share Repurchases

On May 25, 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. During the three months ended September 30, 2018, we repurchased 0.3 million shares of our common stock under the share repurchase program for an aggregate cost of $25.0 million and an average price per share of $72.62. During the nine months ended September 30, 2018, we repurchased 1.8 million shares of our common stock under the share repurchase program for an aggregate cost of $125.0 million and an average price per share of $70.13.

- 25-

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

Overview

Belden Inc. (the Company, us, we, or our) is a signal transmission solutions company built around two global business platforms – Enterprise Solutions and Industrial Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

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 2018 have had varying effects on our financial condition, results of operations, and cash flows.

Foreign currency

Our exposure to currency rate fluctuations primarily relates to exchange rate movements between the U.S. dollar and the Euro, Canadian dollar, Hong Kong dollar, Chinese yuan, Japanese yen, Mexican peso, Australian dollar, British pound, and Brazilian real. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. During the three and nine months ended September 30, 2018, approximately 48% and 49% of our consolidated revenues were to customers outside of the U.S, respectively.

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.

Commodity prices

Our operating results can be affected by changes in prices of commodities, primarily copper and compounds, which are components in some of the products we sell. Generally, as the costs of inventory purchases increase due to higher commodity prices, we raise selling prices to customers to cover the increase in costs, resulting in higher sales revenue but a lower gross profit percentage. Conversely, a decrease in commodity prices would result in lower sales revenue but a higher gross profit percentage. Selling prices of our products are affected by many factors, including end market demand, capacity utilization, overall economic conditions, and commodity prices. Importantly, however, there is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.

Channel Inventory

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

- 26-

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.

Reportable Segments

Effective January 1, 2018, we changed our organizational structure and, as a result, now are reporting two segments. The segments formerly known as Broadcast Solutions and Enterprise Solutions now are presented as the Enterprise Solutions segment, and the segments formerly known as Industrial Solutions and Network Solutions now are presented as the Industrial Solutions segment. The reorganization allows us to further accelerate progress in key strategic areas and the segment consolidation properly aligns our external reporting with the way the businesses are now managed. We have recast the prior period segment information to conform to the change in the composition of these reportable segments.

Acquisitions

We completed the acquisition of Net-Tech Technology, Inc. (NT2) and Snell Advanced Media (SAM) on April 25, 2018 and February 8, 2018, respectively. The results of both NT2 and SAM have been included in our Consolidated Financial Statements from the acquisition dates and are reported in the Enterprise Solutions segment. See Note 3.

Long-term Debt

In March 2018, we issued €350.0 million ($431.3 million at issuance) aggregate principal amount of new senior subordinated notes due 2028 at an interest rate of 3.875%. During March and April 2018, we used the net proceeds of this offering to repurchase our outstanding $200.0 million 5.25% senior subordinated notes due 2024 and our outstanding €200.0 million 5.5% senior subordinated notes due 2023. We paid approximately $7.5 million of fees related to issuing the 2028 notes, and recognized a $23.0 million loss on debt extinguishment during the nine months ended September 30, 2018 for premiums paid to the bond holders to retire the 2024 and 2023 notes and for the unamortized debt issuance costs that we wrote-off. See Note 10.

Gain from Patent Litigation

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an action for patent infringement against Corning Optical Communications RF LLC (Corning). The complaint alleged that Corning infringed two of PPC’s patents. In July 2015, a jury found that Corning willfully infringed both patents. In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit. In March 2018, a panel of three judges of the United States Court of Appeals for the Federal Circuit issued a Rule 36 Affirmance of the District Court's final judgment that Corning, among other things, willfully infringed the PPC universal compression patents at issue in the case, and that PPC should be awarded approximately $61.8 million, plus accrued interest. In April 2018, Corning filed a petition for re-hearing, which was denied in May 2018. On July 16, 2018, the District Court ruled that Corning shall pay the judgments. We received a pre-tax amount of approximately $62.1 million from Corning on July 19, 2018. We recorded the $62.1 million of cash received as a pre-tax gain from patent litigation during the three and nine months ended September 30, 2018. Prior to the third quarter of 2018, we had not recognized any amounts in our consolidated financial statements related to this matter. On September 27, 2018, Corning filed a petition for certiorari review by the U.S. Supreme Court of the District Court’s decision to exercise its discretion to award PPC $23.85 million in enhanced damages based on the totality of the evidence, including a number of factual findings regarding Corning’s willful infringement and egregious conduct.  For at least the same reasons why the Federal Circuit affirmed the District Court’s decision to enhance damages, we believe that Corning’s certiorari petition will not be granted, thus exhausting Corning’s opportunities for further appellate relief.

Grass Valley and SAM Integration Program

During the first quarter of 2018, we began a restructuring program to integrate SAM with Grass Valley. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $7.1 million and $36.6 million of severance and other restructuring costs for this program during the three and nine months ended September 30, 2018, respectively. The costs were incurred by the Enterprise Solutions segment.

- 27-

We expect to incur approximately $12 million of additional severance and restructuring costs for this program, which will be incurred during the fourth quarter of 2018 and first quarter of 2019. We also expect the program to generate approximately $44 million of savings on an annualized basis, which we began to realize in the third quarter of 2018.

Industrial Manufacturing Footprint Program

In 2016, we began a program to consolidate our manufacturing footprint. The manufacturing consolidation will be completed this year. We recognized $4.3 million and $15.8 million of severance and other restructuring costs for this program during the three and nine months ended September 30, 2018, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. We expect the program to generate approximately $13 million of savings on an annualized basis, which we began to realize in the third quarter of 2017.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

During the nine months ended September 30, 2018:

• We did not change any of our existing critical accounting policies from those listed in our 2017 Annual Report on Form 10-K other than updating our revenue recognition accounting policies for the adoption of ASU 2014-09;

• 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								Nine Months Ended
	September 30, 2018			October 1, 2017			% Change		September 30, 2018			October 1, 2017			% Change
	(In thousands, except percentages)
Revenues	$	655,774		$	621,745		5.5	%	$	1,929,978		$	1,783,759		8.2	%
Gross profit	260,857			239,849			8.8	%	749,047			705,327			6.2	%
Selling, general and administrative expenses	(132,716		)	(116,129		)	14.3	%	(396,430		)	(346,786		)	14.3	%
Research and development	(33,471		)	(35,442		)	(5.6	)%	(107,781		)	(105,108		)	2.5	%
Amortization of intangibles	(25,533		)	(27,162		)	(6.0	)%	(74,990		)	(77,944		)	(3.8	)%
Gain from patent litigation	62,141			—			100.0	%	62,141			—			100.0	%
Operating income	131,278			61,116			114.8	%	231,987			175,489			32.2	%
Interest expense, net	(14,472		)	(19,385		)	(25.3	)%	(46,538		)	(66,424		)	(29.9	)%
Non-operating pension benefit (cost)	1,356			(325		)	317.2	%	824			(880		)	(6.4	)%
Loss on debt extinguishment	—			(51,594		)	(100.0	)%	(22,990		)	(52,441		)	(56.2	)%
Income (loss) before taxes	118,162			(10,188		)	(1,259.8	)%	163,283			55,744			192.9	%

Revenues increased in the three and nine months ended September 30, 2018 from the comparable periods of 2017 due to the following factors:

• Acquisitions contributed an estimated $27.2 million and $93.0 million in the three and nine months ended September 30, 2018, respectively.

• Higher sales volume and increases in pricing resulted in an increase of $20.2 million and $34.7 million in the three and nine months ended September 30, 2018, respectively.

- 28-

• Copper prices had a $0.2 million unfavorable impact on revenues in the three months ended September 30, 2018, and a $17.0 million favorable impact on revenues in the nine months ended September 30, 2018.

• Currency translation had a $5.3 million unfavorable impact on revenues in the three months ended September 30, 2018, and a $22.3 million favorable impact on revenues in the nine months ended September 30, 2018.

• The divestiture of our MCS business resulted in a $7.8 million and $20.8 million decrease in revenues in the three and nine months ended September 30, 2018, respectively.

Gross profit increased in the three and nine months ended September 30, 2018 from the comparable periods of 2017 due to the increases in revenues discussed above. In the three months ended September 30, 2018, decreases in severance, restructuring, and acquisition integration costs; purchase accounting effects of acquisitions; and accelerated depreciation of $7.6 million, $2.3 million, and $0.3 million, respectively, further contributed to the increase in gross profit, partially offset by a $0.6 million increase in the amortization of software development intangible assets as compared to the year ago period. For the nine months ended September 30, 2018, decreases in severance, restructuring, and acquisition integration costs; purchase accounting effects of acquisitions; and accelerated depreciation of $5.0 million, $2.3 million, and $0.8 million, respectively, further contributed to the increase in gross profit, partially offset by a $1.3 million increase in the amortization of software development intangible assets as compared to the year ago period.

Selling, general and administrative expenses increased $16.6 million and $49.6 million, respectively, in the three and nine months ended September 30, 2018 from the comparable periods of 2017. For the three months ended September 30, 2018, acquisitions; costs related to patent litigation; and increases in severance, restructuring, and acquisition integration costs; contributed an estimated $5.9 million, $2.6 million, and $2.1 million, respectively, to the increase in selling, general and administrative expenses, partially offset by the impact of capacity constraints, currency translation, and the MCS divestiture in the fourth quarter of 2017, which contributed to a decline of approximately $3.2 million, $0.9 million and $0.8 million, respectively, over the year ago period. For the nine months ended September 30, 2018, increases in acquisitions; severance, restructuring, and acquisition integration costs; currency translation; and costs related to patent litigation contributed an estimated $29.2 million, $23.9 million, $5.0 million, and $2.6 million, respectively, to the increase in selling, general and administrative expenses, partially offset by improved productivity and the MCS divestiture in the fourth quarter of 2017, which contributed to a decline of approximately $16.2 million and $2.9 million, respectively, over the year ago period.

Research and development expenses decreased $2.0 million in the three months ended September 30, 2018 from the comparable period of 2017, and increased $2.7 million in the nine months ended September 30, 2018 from the comparable period of 2017. For the three months ended September 30, 2018, acquisitions and increases in severance, restructuring, and acquisition integration costs contributed an estimated $1.7 million and $0.4 million, respectively, to the increase in research and development expenses year-over-year. These increases were more than offset by $3.3 million, $0.6 million, and $0.2 million from improved productivity, the MCS divestiture in the fourth quarter of 2017, and currency translation, respectively. For the nine months ended September 30, 2018, acquisitions; increases in severance, restructuring, and acquisition integration costs; and currency translation contributed an estimated $10.5 million, $5.2 million, and $1.6 million, respectively, to the increase in research and development expenses year-over-year. These increases were partially offset by $12.8 million and $1.7 million from improved productivity and the MCS divestiture in the fourth quarter of 2017, respectively.

Amortization of intangibles decreased $1.6 million and $3.0 million, respectively, in the three and nine months ended September 30, 2018 from the comparable periods of 2017. The decrease is due to certain intangible assets becoming fully amortized, partially offset by the impact of acquisitions, which contributed to a total increase of $2.6 million and $10.8 million, respectively, in the three and nine months ended September 30, 2018 as compared to the year ago period.

Gain from patent litigation increased $62.1 million in the three and nine months ended September 30, 2018 from the comparable periods of 2017. In 2011, our wholly-owned subsidiary, PPC, filed an action for patent infringement against Corning alleging they willfully infringed upon two of their patents, and after years of post-trial motions and appeals, the District Court ruled that Corning shall pay judgments of $62.1 million, which we received in July 2018 and recorded as a gain from patent litigation for the three and nine months ended September 30, 2018. See Note 1.

Operating income increased $70.2 million and $56.5 million, respectively, in the three and nine months ended September 30, 2018 from the comparable periods of 2017 primarily due to the gain from patent litigation and increases in gross profit discussed above, partially offset by the changes in operating expenses discussed above.

Net interest expense decreased $4.9 million, or 25.3%, and $19.9 million, or 29.9%, in the three and nine months ended September 30, 2018, respectively, from the comparable periods of 2017 as a result of our debt transactions during 2017 and 2018. In July 2017, we issued €450.0 million aggregate principal amount of new senior subordinated notes due 2027 at an interest rate of 3.375%, and used the net proceeds of this offering and cash on hand to repurchase all of our outstanding $700.0 million 5.5% senior

- 29-

subordinated notes due 2022. In September 2017, we issued €300.0 million aggregate principal amount of new senior subordinated notes due 2025 at an interest rate of 2.875%, and used the net proceeds of this offering to repurchase €300.0 million of our outstanding €500.0 million 5.5% senior subordinated notes due 2023. In March 2018, we issued €350.0 million aggregate principal amount of new senior subordinated notes due 2028 at an interest rate of 3.875%, and used the net proceeds of this offering and cash on hand to repurchase all of our outstanding €200.0 million 5.5% senior subordinated notes due 2023 as well as all of our outstanding $200.0 million 5.25% senior subordinated notes due 2024. See Note 10.

The loss on debt extinguishment recognized in 2018 represents the premium paid to the bond holders to retire the 2023 and 2024 notes as well as the unamortized debt issuance costs that were written-off. The loss on debt extinguishment recognized in 2017 represents the premium paid to the bond holders to retire the 2022 and a portion of the 2023 notes as well as the unamortized debt issuance costs that were written-off and the unamortized debt issuance costs related to creditors no longer participating in the Amended and Restated Credit Agreement (the Revolver), which we amended in May 2017. See Note 10.

For the three months ended September 30, 2018, we recognized $118.2 million of income before taxes, as compared to a $10.2 million loss before taxes in the year ago period. Income before taxes increased $107.5 million in the nine months ended September 30, 2018 from the comparable period of 2017. The increase in income before taxes is attributable to the increase in operating income, decrease in interest expense, and decrease in the loss on debt extinguishment discussed above.

Income Taxes

	Three Months Ended								Nine Months Ended
	September 30, 2018			October 1, 2017			% Change		September 30, 2018			October 1, 2017			% Change
	(In thousands, except percentages)
Income (loss) before taxes	$	118,162		$	(10,188	)	1,259.8	%	$	163,283		$	55,744		192.9	%
Income tax expense (benefit)	32,304			(11,133		)	390.2	%	46,063			(6,673		)	790.3	%
Effective tax rate	27.3		%	109.3		%			28.2		%	(12.0		)%

For the three and nine months ended September 30, 2018, we recognized income tax expense of $32.3 million and $46.1 million, respectively, representing an effective tax rate of 27.3% and 28.2%, respectively. The effective tax rate was impacted by the following significant factors:

• We recognized income tax expense of $3.8 million and $4.3 million, respectively, in the three and nine months ended September 30, 2018 as a result of changes in our valuation allowance for the “Tax Cuts and Jobs Act” (the Act). The amount of this adjustment remains provisional under Staff Accounting Bulletin No. 118 (SAB 118) as of the date of this report.

• We recognized income tax expense of $1.8 million in the nine months ended September 30, 2018 as a result of a change in our valuation allowance on foreign tax credits associated with our euro debt refinancing.

• We recognized an income tax benefit of $3.3 million and $4.4 million, respectively, in the three and nine months ended September 30, 2018 primarily related to certain foreign tax credits.

• We recognized an income tax benefit of $1.2 million in the nine months ended September 30, 2018 due to a decrease in reserves for uncertain tax positions of prior years.

On December 22, 2017, the Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial tax system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.

On December 22, 2017, SAB 118 was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. The issuance of proposed regulations regarding GILTI and the one-time transition tax on the mandatory deemed repatriation of foreign earnings as well as the IRS notice addressing IRC section 162(m)  has resulted in refinements to the provisional amounts initially recorded for the valuation allowance on certain foreign tax credits in 2017, certain covered employee compensation associated with the amendments to IRC section 162(m), the one-time transition tax on the mandatory deemed repatriation of foreign earnings and the estimated tax expense associated with the GILTI taxable inclusion. As a result, we recorded an adjustment to the valuation allowance on certain foreign tax credits and an adjustment to the deferred tax asset associated with certain covered employee compensation. Additional work is still necessary for a more detailed analysis of

- 30-

all provisional amounts associated with the Act including the remeasurement of certain deferred tax assets and liabilities, the one-time transition tax on the mandatory deemed repatriation of foreign earnings, the valuation allowance on certain foreign tax credits, and the non-deductibility of certain covered employee compensation associated with the amendments to IRC section 162(m).  The transition tax on the mandatory deemed repatriation of foreign earnings will be finalized in the fourth quarter 2018 when the tax return is filed, and any subsequent adjustment to all other provisional amounts will be recorded to tax expense in the fourth quarter 2018 when the analysis is complete. All adjustments related to the Act remain provisional as of the date of this report.

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

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

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

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

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

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

Consolidated Adjusted Revenues and Adjusted EBITDA

	Three Months Ended								Nine Months Ended
	September 30, 2018			October 1, 2017			% Change		September 30, 2018			October 1, 2017			% Change
	(In thousands, except percentages)
Adjusted Revenues	$	659,003		$	621,745		6.0	%	$	1,937,867		$	1,783,759		8.6	%
Adjusted EBITDA	126,689			119,237			6.2	%	352,552			324,075			8.8	%
as a percent of adjusted revenues	19.2		%	19.2		%			18.2		%	18.2		%

Adjusted Revenues increased in the three and nine months ended September 30, 2018 from the comparable periods of 2017 due to the following factors:

• Acquisitions contributed an estimated $30.4 million and $100.9 million in the three and nine months ended September 30, 2018, respectively.

• Higher sales volume and increases in pricing resulted in an increase of $20.2 million and $34.7 million in the three and nine months ended September 30, 2018, respectively.

• Copper prices had a $0.2 million unfavorable impact on revenues in the three months ended September 30, 2018, and a $17.0 million favorable impact on revenues in the nine months ended September 30, 2018.

• Currency translation had a $5.3 million unfavorable impact on revenues in the three months ended September 30, 2018, and a $22.3 million favorable impact on revenues in the nine months ended September 30, 2018.

• The divestiture of our MCS business resulted in a $7.8 million and $20.8 million decrease in revenues in the three and nine months ended September 30, 2018, respectively.

Adjusted EBITDA increased in the three and nine months ended September 30, 2018 from the comparable periods of 2017 primarily due to the increases in revenues discussed above.

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

- 31-

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						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands, except percentages)
GAAP revenues	$	655,774		$	621,745		$	1,929,978		$	1,783,759
Deferred revenue adjustments (1)	3,229			—			7,889			—
Adjusted revenues	$	659,003		$	621,745		$	1,937,867		$	1,783,759
GAAP net income attributable to Belden	$	85,881		$	1,027		$	117,368		$	62,691
Loss on debt extinguishment	—			51,594			22,990			52,441
Amortization of intangible assets	25,533			27,162			74,990			77,944
Interest expense, net	14,472			19,385			46,538			66,424
Severance, restructuring, and acquisition integration costs (2)	11,688			16,679			57,010			32,839
Depreciation expense	11,671			11,683			35,562			34,594
Income tax expense (benefit)	32,304			(11,133		)	46,063			(6,673		)
Deferred revenue adjustments (1)	3,229			—			7,889			—
Purchase accounting effects related to acquisitions (3)	821			2,922			2,359			4,089
Amortization of software development intangible assets	620			—			1,344			—
Loss on sale of assets	—			—			94			—
Gain from patent litigation	(62,141		)	—			(62,141		)	—
Costs related to patent litigation	2,634			—			2,634			—
Noncontrolling interest	(23		)	(82		)	(148		)	(274		)
Adjusted EBITDA	$	126,689		$	119,237		$	352,552		$	324,075
GAAP net income margin	13.1		%	0.2		%	6.1		%	3.5		%
Adjusted EBITDA margin	19.2		%	19.2		%	18.2		%	18.2		%

(1) For the three and nine months ended September 30, 2018, our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

- 32-

(2) See Note 9, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) For the three and nine months ended September 30, 2018, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the SAM and NT2 acquisitions.

Segment Results of Operations

For additional information regarding our segment measures, see Note 5 to the Condensed Consolidated Financial Statements.

Enterprise Solutions

	Three Months Ended								Nine Months Ended
	September 30, 2018			October 1, 2017			% Change		September 30, 2018			October 1, 2017			% Change
	(In thousands, except percentages)
Segment Revenues	$	392,080		$	360,842		8.7	%	$	1,142,765		$	1,023,924		11.6	%
Segment EBITDA	72,210			62,109			16.3	%	199,943			168,073			19.0	%
as a percent of segment revenues	18.4		%	17.2		%			17.5		%	16.4		%

Enterprise Solutions revenues increased in both the three and nine months ended September 30, 2018 from the comparable periods of 2017. For the three months ended September 30, 2018, acquisitions contributed an estimated $30.4 million and volume growth and pricing increases contributed $4.2 million to the increase in revenues, partially offset by a $2.8 million and $0.5 million unfavorable impact from currency translation and copper prices, respectively. For the nine months ended September 30, 2018, acquisitions, favorable currency translation, higher copper prices, and volume growth contributed an estimated $100.9 million, $9.3 million, $8.1 million, and $0.6 million, respectively, to the increase in revenues.

Enterprise Solutions EBITDA increased $10.1 million and $31.9 million, respectively, in the three and nine months ended September 30, 2018 from the comparable periods of 2017 as a result of the revenue growth discussed above and successful restructuring actions. Accordingly, EBITDA margins expanded 120 and 110 basis points, respectively, over the year ago period.

Industrial Solutions

	Three Months Ended								Nine Months Ended
	September 30, 2018			October 1, 2017			% Change		September 30, 2018			October 1, 2017			% Change
	(In thousands, except percentages)
Segment Revenues	$	266,923		$	260,903		2.3	%	$	795,102		$	759,835		4.6	%
Segment EBITDA	53,750			55,747			(3.6	)%	153,401			153,675			(0.2	)%
as a percent of segment revenues	20.1		%	21.4		%			19.3		%	20.2		%

Industrial Solutions revenues increased in both the three and nine months ended September 30, 2018 from the comparable periods of 2017. For the three months ended September 30, 2018, volume growth and pricing increases contributed $16.0 million and higher copper prices contributed $0.3 million to the increase in revenues, partially offset by $7.8 million from the MCS divestiture in the fourth quarter of 2017 and unfavorable currency translation of $2.5 million. For the nine months ended September 30, 2018, volume growth, favorable currency translation, and higher copper prices contributed $34.1 million, $13.1 million, and $8.9 million, respectively, to the increase in revenues, partially offset by $20.8 million from the MCS divestiture in the fourth quarter of 2017.

Industrial Solutions EBITDA decreased $2.0 million and $0.3 million, respectively, in the three and nine months ended September 30, 2018 from the comparable periods of 2017. The revenue growth discussed above was offset by unfavorable product mix and temporary inefficiencies related to extended lead times throughout the supply chain experienced in the three and nine months ended September 30, 2018.

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, (4) our available credit facilities and other borrowing arrangements, and (5) cash proceeds from

- 33-

equity offerings. We expect our operating activities to generate cash in 2018 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing in the event we complete a significant acquisition. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.

The following table is derived from our Condensed Consolidated Cash Flow Statements:

	Nine Months Ended
	September 30, 2018			October 1, 2017
	(In thousands)
Net cash provided by (used for):
Operating activities	$	100,859		$	103,615
Investing activities	(106,304		)	(200,311		)
Financing activities	(220,932		)	(305,242		)
Effects of currency exchange rate changes on cash and cash equivalents	(5,704		)	15,185
Decrease in cash and cash equivalents	(232,081		)	(386,753		)
Cash and cash equivalents, beginning of period	561,108			848,116
Cash and cash equivalents, end of period	$	329,027		$	461,363

Net cash provided by operating activities totaled $100.9 million in the nine months ended September 30, 2018, compared to $103.6 million for the comparable period of 2017, a decrease of $2.7 million. The decrease in operating cash flow as compared to prior year is primarily due to an unfavorable change in accounts payable partially offset by an increase in net income and a favorable change in inventory. Accounts payable was a use of cash of $81.3 million in the nine months ended September 30, 2018 compared to a source of cash of $30.3 million in the prior year period. The accounts payable use of cash in the nine months ended September 30, 2018 is primarily attributable to the growth in inventory levels in the latter part of 2017 as discussed below. Inventory was a use of cash of $16.6 million in the nine months ended September 30, 2018 compared to $50.2 million in the prior year period. The increase in inventory levels throughout 2017 was due in part to the build in safety stock inventory to support the closure of an operating facility.

Net cash used for investing activities totaled $106.3 million for the nine months ended September 30, 2018, compared to $200.3 million for the comparable period of 2017. Investing activities for the nine months ended September 30, 2018 included payments, net of cash acquired, for the acquisitions of SAM and NT2 of $83.7 million, capital expenditures of $63.5 million, net proceeds from the sale of an operating facility of $1.5 million, and a payment related to our 2015 acquisition of Tripwire that had previously been deferred of $1.0 million; net of cash received for the sale of the MCS business and Hirschmann JV which closed on December 31, 2017 of $40.2 million. Investing activities for the nine months ended October 1, 2017 included payments, net of cash acquired, for the acquisition of Thinklogical of $165.8 million; capital expenditures of $33.4 million; and a $1.0 million payment related to our 2015 acquisition of Tripwire that had previously been deferred. The increase in capital expenditures year-over-year is due in part to the investments we are making in India as well as research and development. For the nine months ended September 30, 2018, capital expenditures included an incremental $13.8 million of software development costs related to projects that are creating new technologies that will drive future growth.

Net cash used for financing activities for the nine months ended September 30, 2018 totaled $220.9 million, compared to $305.2 million for the comparable period of 2017. Financing activities for the nine months ended September 30, 2018 included payments under borrowing arrangements of $484.8 million, payments under our share repurchase program of $125.0 million, cash dividend payments of $32.4 million, debt issuance costs of $7.6 million, net payments related to share based compensation activities of $2.0 million, payments for the redemption of our stockholders' rights agreement of $0.4 million, and cash proceeds from the issuance of the €350.0 million 3.875% Notes due 2028 of $431.3 million. Financing activities for the nine months ended October 1, 2017 included payments under borrowing arrangements of $1,105.9 million, cash dividend payments of $32.5 million, debt issuance costs of $16.6 million, payments under our share repurchase program of $11.5 million, net payments related to share based compensation activities of $5.4 million, and cash proceeds of $866.7 million from the issuance of the €450.0 million 3.375% Notes due 2027 and the €300.0 million 2.875% Notes due 2025.

- 34-

Our cash and cash equivalents balance was $329.0 million as of September 30, 2018. Of this amount, $177.0 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. 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 September 30, 2018 consisted of $1,527.0 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 10 to the Condensed Consolidated Financial Statements. As of September 30, 2018, we had $359.8 million in available borrowing capacity under our Revolver.

Forward-Looking Statements

Statements in this report other than historical facts are “forward-looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. These forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements 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 September 30, 2018.

	Principal Amount by Expected Maturity							Fair
	2018		Thereafter			Total		Value
	(In thousands, except interest rates)
€350.0 million fixed-rate senior subordinated notes due 2028	$	—	$	411,110		$	411,110	$	408,701
Average interest rate			3.875		%
€450.0 million fixed-rate senior subordinated notes due 2027	$	—	$	528,570		$	528,570	$	519,981
Average interest rate			3.375		%
€200.0 million fixed-rate senior subordinated notes due 2026	$	—	$	234,920		$	234,920	$	249,015
Average interest rate			4.125		%
€300.0 million fixed-rate senior subordinated notes due 2025	$	—	$	352,380		$	352,380	$	349,209
Average interest rate			2.875		%
Total						$	1,526,980	$	1,526,906

Item 7A of our 2017 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, 2017.

Item 4:        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, for the three and nine month periods ended September 30, 2018.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, because of the material weakness in internal control over financial reporting described in our 2017 Form 10-K as filed on February 13, 2018, our disclosure controls and procedures were not effective as of September 30, 2018.

- 35-

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our prior Form 10-K filing, we identified and reported a material weakness in the Company’s internal control over financial reporting related to our internal controls over ensuring that all revenue recognition criteria are satisfied prior to the recognition of revenue. We are executing our remediation plan as described fully in our 2017 Form 10-K. In response to the identified material weakness, our management, with oversight from our audit committee, has dedicated resources to improve our control environment and to remedy the identified material weakness.

We believe that we have designed the appropriate controls to remediate the material weakness and began executing the controls during the nine months ended September 30, 2018. These controls include additional procedures related to the review and approval of terms and conditions of revenue contracts. However, the Company is required to demonstrate the effectiveness of the new processes for a sufficient period of time. Therefore, until all remedial actions, including the efforts to test the control activities, are fully completed, the material weakness identified will continue to exist. We are committed to achieving and maintaining a strong control environment, high ethical standards, and financial reporting integrity and transparency.

Changes in Internal Control Over Financial Reporting

As described above, we have designed and implemented additional controls in connection with our remediation plan. Other than these additional controls, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), for the three and nine month periods ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1:        Legal Proceedings

PPC Broadband, Inc. v. Corning Optical Communications RF, LLC - On July 5, 2011, the Company’s wholly-owned subsidiary, PPC Broadband, Inc. (“PPC”), filed an action for patent infringement in the U.S. District Court for the Northern District of New York against Corning Optical Communications RF LLC (“Corning”). The Complaint alleged that Corning infringed two of PPC’s patents - U.S. Patent Nos. 6,558,194 and 6,848,940 - each entitled “Connector and Method of Operation.” In July 2015, a jury found that Corning willfully infringed both patents. In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit. In March 2018, a panel of three judges of the United States Court of Appeals for the Federal Circuit issued a Rule 36 Affirmance of the District Court's final judgment that Corning, among other things, willfully infringed the PPC universal compression patents at issue in the case, and that PPC should be awarded approximately $61.8 million, plus accrued interest. In April 2018, Corning filed a petition for re-hearing, which was denied in May 2018. On July 16, 2018, the District Court ruled that Corning shall pay the judgments. We received a pre-tax amount of approximately $62.1 million from Corning on July 19, 2018. We recorded the $62.1 million of cash received as a pre-tax gain from patent litigation during the three and nine months ended September 30, 2018. Prior to the third quarter of 2018, we had not recognized any amounts in our consolidated financial statements related to this matter. On September 27, 2018, Corning filed a petition for certiorari review by the U.S. Supreme Court of the District Court’s decision to exercise its discretion to award PPC $23.85 million in enhanced damages based on the totality of the evidence, including a number of factual findings regarding Corning’s willful infringement and egregious conduct.  For at least the same reasons why the Federal Circuit affirmed the District Court’s decision to enhance damages, we believe that Corning’s certiorari petition will not be granted, thus exhausting Corning’s opportunities for further appellate relief.

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

- 36-

Item 1A:      Risk Factors

Following is a discussion of some of the more significant risks that could materially impact our business, including certain updates since previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended July 1, 2018, filed with the Securities and Exchange Commission (“SEC”) on August 6, 2018. 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.

A challenging global economic environment or a downturn in the markets we serve could adversely affect our operating results and stock price in a material manner.

A challenging global economic environment could cause substantial reductions in our revenue and results of operations as a result of weaker demand by the end users of our products and price erosion. Price erosion may occur through competitors becoming more aggressive in pricing practices. A challenging global economy could also make it difficult for our customers, our vendors, and us to accurately forecast and plan future business activities. Our customers could also face issues gaining timely access to sufficient credit, which could have an adverse effect on our results if such events cause reductions in revenues, delays in collection, or write-offs of receivables. Further, the demand for many of our products is economically sensitive and will vary with general economic activity, trends in nonresidential construction, investment in manufacturing facilities and automation, demand for information and broadcast technology equipment, and other economic factors.

Global economic uncertainty could result in a significant decline in the value of foreign currencies relative to the U.S. dollar, which could result in a significant adverse effect on our revenues and results of operations; could make it extremely difficult for our customers and us to accurately forecast and plan future business activities; and could cause our customers to slow or reduce spending on our products and services. Economic uncertainty could also arise from fiscal policy changes in the countries in which we operate.

Changes in foreign currency rates and commodity prices can impact the buying power of our customers. For example, a strengthened U.S. dollar can result in relative price increases for our products for customers outside of the U.S., which can have a negative impact on our revenues and results of operations. Furthermore, customers’ ability to invest in capital expenditures, such as our products, can depend upon proceeds from commodities, such as oil and gas markets. A decline in energy prices, therefore, can have a negative impact on our revenues and results of operations.

The global markets in which we operate are highly competitive.

We face competition from other manufacturers for each of our global business platforms and in each of our geographic regions. These companies compete on price, reputation and quality, product technology and characteristics, and terms. Some multinational competitors have greater engineering, financial, manufacturing, and marketing resources than we have. Actions that may be taken by competitors, including pricing, business alliances, new product introductions, market penetration, and other actions, could have a negative effect on our revenues and profitability. Moreover, some competitors that are highly leveraged both financially and operationally could become more aggressive in their pricing of products.

Volatility of credit markets could adversely affect our business.

Uncertainty in U.S. and global financial and equity markets could make it more expensive for us to conduct our operations and more difficult for our customers to buy our products. Additionally, market volatility or uncertainty may cause us to be unable to pursue or complete acquisitions. Our ability to implement our business strategy and grow our business, particularly through acquisitions, may depend on our ability to raise capital by selling equity or debt securities or obtaining additional debt financing. Market conditions may prevent us from obtaining financing when we need it or on terms acceptable to us.

We may be unable to achieve our goals related to growth.

In order to meet the goals in our strategic plan, we must grow our business, both organically and through acquisitions. Our goal is to generate total revenue growth of 5-7% per year in constant currency. We may be unable to achieve this desired growth due to a failure to identify growth opportunities, such as trends and technological changes in our end markets. We may ineffectively execute our Market Delivery System (“MDS”), which is designed to identify and capture growth opportunities. The broadcast, enterprise, and industrial end markets we serve may not experience the growth we expect. Further, those markets may be unable to sustain growth on a long-term basis, particularly in emerging markets. If we are unable to achieve our goals related to growth, it could have a material adverse effect on our results of operations, financial position, and cash flows.

We may be unable to implement our strategic plan successfully.

- 37-

Our strategic plan is designed to continually enhance shareholder value by improving revenues and profitability, reducing costs, and improving working capital management. To achieve these goals, our strategic priorities are reliant on our Belden Business System, which includes continuing deployment of our MDS so as to capture market share through end-user engagement, channel management, outbound marketing, and careful vertical market selection; improving our recruitment and development of talented associates; developing strong global business platforms; acquiring businesses that fit our strategic plan; and becoming a leading Lean company. We have a disciplined process for deploying this strategic plan through our associates. There is a risk that we may not be successful in developing or executing these measures to achieve the expected results for a variety of reasons, including market developments, economic conditions, shortcomings in establishing appropriate action plans, or challenges with executing multiple initiatives simultaneously. For example, our MDS initiative may not succeed or we may lose market share due to challenges in choosing the right products to market or the right customers for these products, integrating products of acquired companies into our sales and marketing strategy, or strategically bidding against OEM partners. We may fail to identify growth opportunities. We may not be able to acquire businesses that fit our strategic plan on acceptable business terms, and we may not achieve our other strategic priorities.

We may be unable to achieve our strategic priorities in emerging markets.

Emerging markets are a significant focus of our strategic plan. The developing nature of these markets presents a number of risks. We may be unable to attract, develop, and retain appropriate talent to manage our businesses in emerging markets. Deterioration of social, political, labor, or economic conditions in a specific country or region may adversely affect our operations or financial results. Emerging markets may not meet our growth expectations, and we may be unable to maintain such growth or to balance such growth with financial goals and compliance requirements. Among the risks in emerging market countries are bureaucratic intrusions and delays, contract compliance failures, engrained business partners that do not comply with local or U.S. law, such as the Foreign Corrupt Practices Act, fluctuating currencies and interest rates, limitations on the amount and nature of investments, restrictions on permissible forms and structures of investment, unreliable legal and financial infrastructure, regime disruption and political unrest, uncontrolled inflation and commodity prices, fierce local competition by companies with better political connections, and corruption. In addition, the costs of compliance with local laws and regulations in emerging markets may negatively impact our competitive position as compared to locally owned manufacturers.

The presence of substitute products in the marketplace may reduce demand for our products and negatively impact our business.

Fiber optic systems are increasingly substitutable for copper based cable systems. Customers may shift demand to fiber optic systems with greater capabilities than copper based cable systems, leading to a reduction in demand for copper based cable. We may not be able to offset the effects of a reduction in demand for our copper-based cable systems with an increase in demand for our existing fiber optic systems. Further, the supply chain in the fiber market is highly constrained, with a small number of vertically integrated firms controlling critical inputs and the related intellectual property. These factors, either together or in isolation, may negatively impact revenue and profitability.

Our future success depends in part on our ability to develop and introduce new products and respond to changes in customer preferences.

Our markets are characterized by the introduction of products with increasing technological capabilities. Our success depends in part on our ability to anticipate and offer products that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new products and adapting existing products to meet evolving customer expectations requires high levels of innovation, and the development process may be lengthy and costly. If we are not able to anticipate, identify, develop and market products that respond to changes in customer preferences, demand for our products could decline.

The relative costs and merits of our solutions could change in the future as various competing technologies address the market opportunities. We believe that our future success will depend in part upon our ability to enhance existing products and to develop and manufacture new products that meet or anticipate technological changes, which will require continued investment in engineering, research and development, capital equipment, marketing, customer service, and technical support. We have long been successful in introducing successive generations of more capable products, but if we were to fail to keep pace with technology or with the products of competitors, we might lose market share and harm our reputation and position as a technology leader in our markets. See further discussion in Part I, Item 1 to our 2017 Form 10-K, under Research and Development.

The increased prevalence of cloud computing may negatively impact certain aspects of our business.

- 38-

The nature in which many of our products are purchased or used is evolving with the increasing prevalence of cloud computing and other methods of off-premises computing and data storage. This may negatively impact one or more of our business in a number of ways, including:

•Consolidation of procurement power leading to the commoditization of IT products;

•Reduction in the demand for infrastructure products previously used to support on-site data centers;

•Lowering barriers to entry for certain markets, leading to new market entrants and enhanced competition;

•Preferences for software as a service billing and pricing models may reduce demand for non-cloud “packaged” software.

Alterations to our product mix and go-to-market strategies designed to respond to the changes in the marketplace presented by cloud computing may be disruptive to our business and lead to increase expenses, which may result in lower revenues and profitability. Further, if a competitor is able to more quickly or efficiently adapt, or if cloud computing results in significantly lower barriers to entry and new competitors enter our markets, demand for our products may be reduced.

We must complete further acquisitions in order to achieve our strategic plan.

In order to meet the goals in our strategic plan, we must complete further acquisitions. The extent to which appropriate acquisitions are made will affect our overall growth, operating results, financial condition, and cash flows. Our ability to acquire businesses successfully will decline if we are unable to identify appropriate acquisition targets consistent with our strategic plan, the competition among potential buyers increases, the cost of acquiring suitable businesses becomes too expensive, or we lack sufficient sources of capital. As a result, we may be unable to make acquisitions or be forced to pay more or agree to less advantageous acquisition terms for the companies that we are able to acquire.

We may have difficulty integrating the operations of acquired businesses, which could negatively affect our results of operations and profitability.

We may have difficulty integrating acquired businesses and future acquisitions might not meet our performance expectations. Some of the integration challenges we might face include differences in corporate culture and management styles, additional or conflicting governmental regulations, preparation of the acquired operations for adoption of ASC 606, compliance with the Sarbanes-Oxley Act of 2002, financial reporting that is not in compliance with U.S. generally accepted accounting principles, disparate company policies and practices, customer relationship issues, and retention of key personnel. In addition, management may be required to devote a considerable amount of time to the integration process, which could decrease the amount of time we have to manage the other businesses. We may not be able to integrate operations successfully or cost-effectively, which could have a negative impact on our results of operations or our profitability. The process of integrating operations could also cause some interruption of, or the loss of momentum in, the activities of acquired businesses.

Our results of operations are subject to foreign and domestic political, economic, and other uncertainties and are affected by changes in currency exchange rates.

In addition to manufacturing and other operating facilities in the U.S., we have manufacturing and other operating facilities in Brazil, Canada, China, Japan, Mexico, St. Kitts, and several European countries. We rely on suppliers in many countries, including China. Our foreign operations are subject to economic and political risks inherent in maintaining operations abroad such as economic and political destabilization, land use risks, international conflicts, restrictive actions by foreign governments, and adverse foreign tax laws. In addition to economic and political risk, a risk associated with our European manufacturing operations is the higher relative expense and length of time required to adjust manufacturing employment capacity. We also face political risks in the U.S., including tax or regulatory risks or potential adverse impacts from legislative impasses over, or significant legislative, regulatory or executive changes in fiscal or monetary policy and other foreign and domestic government policies, including, but not limited to, trade policies and import/export policies.

Approximately 48% - 49% of our sales are outside the U.S. Other than the U.S. dollar, the principal currencies to which we are exposed through our manufacturing operations, sales, and related cash holdings are the euro, the Canadian dollar, the Hong Kong dollar, the Chinese yuan, the Japanese yen, the Mexican peso, the Australian dollar, the British pound, and the Brazilian real. Generally, we have revenues and costs in the same currency, thereby reducing our overall currency risk, although any realignment of our manufacturing capacity among our global facilities could alter this balance. When the U.S. dollar strengthens against other currencies, the results of our non-U.S. operations are translated at a lower exchange rate and thus into lower reported revenues and earnings.

Changes in tax laws may adversely affect our financial position.

- 39-

On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was signed into law. The Act significantly reforms the Internal Revenue Code of 1986, as amended. The Act, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest, allows for the immediate expensing of capital expenditures, and puts into effect the migration from a worldwide system of taxation to a territorial system and imposes several other changes to tax law on U.S. corporations. As all adjustments related to the Act remain provisional as of the date of this report, the total impact on our financial position is uncertain and could be materially adverse.

In addition, many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws. If tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is possible such changes could adversely impact our financial results.

We may experience significant variability in our quarterly and annual effective tax rate which would affect our reported net income.

We have a complex tax profile due to the global nature of our operations, which encompass multiple taxing jurisdictions. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates, and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly affect our effective income tax rate in the future.

Our effective income tax rate is the result of the income tax rates in the various countries in which we do business. Our mix of income and losses in these jurisdictions affects our effective tax rate. For example, relatively more income in higher tax rate jurisdictions would increase our effective tax rate and thus lower our net income. Similarly, if we generate losses in tax jurisdictions for which no benefits are available; our effective income tax rate will increase. Our effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to our liabilities for uncertain tax positions or our deferred tax asset valuation allowance. A significant increase in our effective income tax rate could have a material adverse impact on our earnings.

Of our $329.0 million cash and cash equivalents balance as of September 30, 2018, $177.0 million was held outside of the U.S. in our foreign operations. The Tax Cuts and Jobs Act of 2017 included a one-time transition tax of unremitted foreign earnings, and accordingly, we recorded preliminary tax expense related to the transition tax on the one-time mandatory deemed repatriation of all our foreign earnings as of December 31, 2017. See Note 12 Income Taxes in the accompanying notes to our consolidated financial statements.

The increased influence of chief information officers and similar high-level executives may negatively impact demand for our products.

As a result of the increasing interconnectivity of a wide variety of systems, chief information officers and similar executives are becoming more heavily involved in operation areas that have not historically been associated with information technology. As a result, CIOs and IT departments are exercising increased influence over the procurement and purchasing process at the expense of engineers, plant managers and operation personnel that have historically driven demand for many of our products. When making purchasing decisions, CIO’s often value interoperability, standardization, cloud-readiness and security over domain expertise and niche application knowledge. As a result of the increasing influences of CIOs and IT departments, we may face increased competition from IT-industry companies that have not traditionally had major presences in the markets in which we operate. Further, the variance in considerations that drive purchasing decisions between CIOs and those with niche application expertise may result in increased competition based on price and a reduction in demand for our products.

Potential problems with our information systems could interfere with our business and operations.

We rely on our information systems and those of third parties for storing proprietary company information about our products and intellectual property, as well as for processing customer orders, manufacturing and shipping products, billing our customers, tracking inventory, supporting accounting functions and financial statement preparation, paying our employees, and otherwise running our business. Any disruption, whether from hackers or other sources, in our information systems or those of the third parties upon whom we rely could have a significant impact on our business. In addition, we may need to enhance our information systems to provide additional capabilities and functionality. The implementation of new information systems and enhancements is frequently disruptive to the underlying business of an enterprise. Any disruptions affecting our ability to accurately report our financial performance on a timely basis could adversely affect our business in a number of respects. If we

- 40-

are unable to successfully implement potential future information systems enhancements, our financial position, results of operations, and cash flows could be negatively impacted.

We, and others on our behalf, store “personally identifiable information” (“PII”) with respect to employees, vendors, customers, and others. While we have implemented safeguards to protect the privacy of this information, it is possible that hackers or others might obtain this information. If that occurs, in addition to having to take potentially costly remedial action, we also may be subject to fines, penalties, lawsuits, and reputational damage.

Perceived failure of our signal transmission solutions to provide expected results may result in negative publicity and harm our business and operating results.

Our customers use our signal transmission solutions in a wide variety of IT systems and application environments in order to help reduce security vulnerabilities and demonstrate compliance. Despite our efforts to make clear in our marketing materials and customer agreements the capabilities and limitations of these products, some customers may incorrectly view the deployment of such products in their IT infrastructure as a guarantee that there will be no security breach or policy non-compliance event. As a result, the occurrence of a high profile security breach, or a failure by one of our customers to pass a regulatory compliance IT audit, could result in public and customer perception that our solutions are not effective and harm our business and operating results, even if the occurrence is unrelated to the use of such products or if the failure is the result of actions or inactions on the part of the customer.

Our use of open source software could negatively impact our ability to sell our products and may subject us to unanticipated obligations.

The products, services, or technologies we acquire, license, provide, or develop may incorporate or use open source software. We monitor and restrict our use of open source software in an effort to avoid unintended consequences, such as reciprocal license grants, patent retaliation clauses, and the requirement to license our products at no cost. Nevertheless, we may be subject to unanticipated obligations regarding our products which incorporate or use open source software.

Changes in the price and availability of raw materials we use could be detrimental to our profitability.

Copper is a significant component of the cost of most of our cable products. Over the past few years, the prices of metals, particularly copper, have been highly volatile. Prices of other materials we use, such as polyvinylchloride (PVC) and other plastics derived from petrochemical feedstocks, have also been volatile. Generally, we have recovered much of the higher cost of raw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices typically taking effect a few weeks after they are announced. Some OEM contracts have provisions for passing through raw material cost changes, generally with a lag of a few weeks to three months. If we are unable to raise prices sufficiently to recover our material costs, our earnings could decline. If we raise our prices but competitors raise their prices less, we may lose sales, and our earnings could decline. If the price of copper were to decline, we may be compelled to reduce prices to remain competitive, which could have a negative effect on revenues. While we generally believe the supply of raw materials (copper, plastics, and other materials) is adequate, we have experienced instances of limited supply of certain raw materials, resulting in extended lead times and higher prices. If a supply interruption or shortage of materials were to occur (including due to labor or political disputes), this could have a negative effect on revenues and earnings.

Our revenue for any particular period can be difficult to forecast.

Our revenue for any particular period can be difficult to forecast, especially in light of the challenging and inconsistent global macroeconomic environment and related market uncertainty. Our revenue may grow at a slower rate than in past periods or even decline on a year-over-year basis. Changes in market growth rates can have a significant effect on our operating results.

The timing of orders for customer projects can also have a significant effect on our operating results in the period in which the products are shipped and recognized as revenue. The timing of such projects is difficult to predict, and the timing of revenue recognition from such projects may affect period to period changes in revenue. As a result, our operating results could vary materially from quarter to quarter based on the receipt of such orders and their ultimate recognition as revenue. Similarly, we are often informed by our customers well in advance that such customer intends to place an order related to a specific project in a given quarter. Such a customer’s timeline for execution of the project, and the resulting purchase order, may be unexpectedly delayed to a future quarter, or cancelled. The frequency of such delays can be difficult to predict. As a result, it is difficult to precisely forecast revenue and operating results for future quarters.

- 41-

In addition, our revenue can be difficult to forecast due to unexpected changes in the level of our products held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold our products in their inventory in order to meet the service and on-time delivery requirements of their customers. As our channel partners and customers change the level of Belden products owned and held in their inventory, our revenue is impacted. As we are dependent upon our channel partners and customers to provide us with information regarding the amount of our products that they own and hold in their inventory, unexpected changes can occur and impact our revenue forecast.

Our revenue and profits would likely decline, at least temporarily, if we were to lose a key distributor.

We rely on several key distributors in marketing our products. Distributors purchase and carry the products of our competitors along with our products. Our largest distributor, Anixter International Inc., accounted for 12% of our revenue in 2017 and our top six distributors, including Anixter, accounted for a total of 23% of our revenue in 2017. If we were to lose one of these key distributors, our revenue and profits would likely decline, at least temporarily. Changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues. Further, certain distributors are allowed to return certain inventory in exchange for an order of equal or greater value. We have recorded reserves for the estimated impact of these inventory policies.

Consolidation of our distributors, particularly where the survivor relies more heavily on our competitors, could adversely impact our revenues and earnings. It could also result in consolidation of distributor inventory, which would temporarily depress our revenues. We have also experienced financial failure of distributors from time to time, resulting in our inability to collect accounts receivable in full. A global economic downturn could cause financial difficulties (including bankruptcy) for our distributors and other customers, which would adversely affect our results of operations.

If we are unable to retain senior management and key employees, our business operations could be adversely affected.

Our success has been largely dependent on the skills, experience, and efforts of our senior management and key employees. The loss of any of our senior management or other key employees, for example sales and product development employees, could have an adverse effect on us. We may not be able to find qualified replacements for these individuals and the integration of potential replacements may be disruptive to our business. More broadly, a key determinant of our success is our ability to attract, develop, and retain talented associates. While this is one of our strategic priorities, we may not be able to succeed in this regard.

We might have difficulty protecting our intellectual property from use by competitors, or competitors might accuse us of violating their intellectual property rights.

Disagreements about patents and other intellectual property rights occur in the markets we serve. Third parties have asserted and may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing certain products or performing certain services. We may encounter difficulty enforcing our own intellectual property rights against third parties, which could result in price erosion or loss of market share.

Changes in global tariffs and trade agreements may have a negative impact on global economic conditions, markets and our business.

Like most multinational companies, we have supply chains and sales channels that extend beyond national borders. Purchasing and production decisions in some cases are largely influenced by the trade agreements and the tax and tariff structures in place. Disruption in those structures can create significant market uncertainty. While the impact of the announced U.S. and Chinese tariff actions is not expected to be material to us, an escalation of tariff activity anywhere in the world or changes to existing free trade agreements could materially impact our financial results. In addition to potential direct impacts, longer term macroeconomic consequences could result, including slower growth, inflation, higher interest rates and unfavorable impacts to currency exchange rates. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

We are subject to laws and regulations worldwide, changes to which could increase our costs and individually or in the aggregate adversely affect our business.

We are subject to laws and regulations affecting our domestic and international operations in a number of areas. These U.S. and foreign laws and regulations affect our activities including, but not limited to, in areas of labor, advertising, real estate, billing, e-commerce, promotions, quality of services, property ownership and infringement, tax, import and export requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, data privacy requirements, anti-competition, environmental, health and safety.

- 42-

Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make our products and services less attractive to our customers, delay the introduction of new products in one or more regions, or cause us to change or limit our business practices. We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, or agents will not violate such laws and regulations or our policies and procedures.

Specifically with respect to data privacy, the European Commission has approved a data protection regulation, known as the General Data Protection Regulation (GDPR), which became effective in May 2018. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are different than those previously in place in the European Union, and includes significant penalties for non-compliance. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.

If our goodwill or other intangible assets become impaired, we would be required to recognize charges that would reduce our income.

Under accounting principles generally accepted in the U.S., goodwill and certain other intangible assets are not amortized but must be reviewed for possible impairment annually or more often in certain circumstances if events indicate that the asset values may not be recoverable. We have incurred significant charges for the impairment of goodwill and other intangible assets in the past, and we may be required to do so again in future periods if the underlying value of our business declines. Such a charge would reduce our income without any change to our underlying cash flows.

Some of our employees are members of collective bargaining groups, and we might be subject to labor actions that would interrupt our business.

Some of our employees, primarily outside the U.S., are members of collective bargaining groups. We believe that our relations with employees are generally good. However, if there were a dispute with one of these bargaining groups, the affected operations could be interrupted, resulting in lost revenues, lost profit contribution, and customer dissatisfaction.

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 September 30, 2018 (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
July 2, 2018 through August 5, 2018	—	$	—	—	$	75,000
August 6, 2018 through September 2, 2018	344	72.62		344	50,000
September 3, 2018 through September 30, 2018	—	—		—	50,000
Total	344	$	72.62	344	$	50,000

(1) In May 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. From inception of the program to September 30, 2018, we have repurchased 2.1 million shares of our common stock under the program for an aggregate cost of $150.0 million and an average price of $71.57. During the three months ended September 30, 2018, we repurchased 0.3 million shares of our common stock under the share repurchase program for an aggregate cost of $25.0 million and an average price per share of $72.62. During the nine months ended September 30, 2018, we repurchased 1.8 million shares of our common stock under the share repurchase program for an aggregate cost of $125.0 million and an average price per share of $70.13.

- 43-

Item 6:        Exhibits

Exhibits

Exhibit 10.1	Executive Employment Agreement with Leo Kulmaczewski
Exhibit 31.1	Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation
Exhibit 101.DEF	XBRL Taxonomy Extension Definition
Exhibit 101.LAB	XBRL Taxonomy Extension Label
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation

- 44-

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

		BELDEN INC.
Date:	November 5, 2018	By:	/s/ John S. Stroup
			John S. Stroup
			President, Chief Executive Officer, and Chairman
Date:	November 5, 2018	By:	/s/ Henk Derksen
			Henk Derksen
			Senior Vice President, Finance, and Chief Financial Officer
Date:	November 5, 2018	By:	/s/ Douglas R. Zink
			Douglas R. Zink
			Vice President and Chief Accounting Officer

- 45-

EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of October 15, 2018 between Belden Inc., a Delaware corporation (the “Company”), and Leo Kulmaczewski (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive as Senior Vice President – Operations & Supply Chain and Executive desire to accept such employment;

WHEREAS, the Company and Executive desire to enter into the Agreement to set forth the terms of Executive’s employment with the Company;

NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.POSITION/DUTIES.

(a)    Executive shall serve as the Company’s Senior Vice President – Operations & Supply Chain.

(b)    Executive shall use his best efforts to perform faithfully and efficiently the duties and responsibilities assigned to Executive hereunder and devote substantially all of Executive’s business time to the performance of Executive’s duties with the Company; provided, the foregoing shall not prevent Executive from participating in charitable, civic, educational, professional or community affairs so long as such activities do not materially interfere with the performance of Executive’s duties hereunder or create a potential business conflict or the appearance thereof.

(c)    Executive is in the process of relocating to Indianapolis, Indiana and will travel to other locations, as required to perform his duties.

2.    TERM OF AGREEMENT. This Agreement shall be effective on the date hereof (the “Effective Date”) and shall end on the first anniversary of the Effective Date. The term of this Agreement shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the initial term of this Agreement or the then current succeeding one-year extended term of this Agreement, the Company or Executive has notified the other that the term hereunder shall terminate upon its expiration date. The initial term of this Agreement, as it may be extended from year to year thereafter, is herein referred to as the “Term.” The foregoing to the contrary notwithstanding, upon the occurrence of a Change in Control (defined below) at any time after the first anniversary of the Effective Date, the Term of this Agreement shall be extended to the second anniversary of the date of the occurrence of such Change in Control and shall be subject to expiration thereafter upon notice by Executive or the Company to the other party or to automatic successive additional one-year periods, as the case may be, in the manner provided above. If Executive remains employed by the Company beyond the expiration of the

Term, he shall be an employee at-will; except that any provisions identified as surviving shall continue. In all events hereunder, Executive’s employment is subject to earlier termination pursuant to Section 7 hereof, and upon such earlier termination the Term shall be deemed to have ended.

3.    BASE SALARY. As of the Effective Date, the Company shall pay Executive a base salary (the “Base Salary”) at an annual rate of $300,000.00 payable in accordance with the regular payroll practices of the Company. Executive’s Base Salary shall be subject to annual review by the Company’s Chief Executive Officer (“CEO”) and may be increased from time to time by the CEO (as approved by the Compensation Committee of the Board of Directors of the Company). The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

4.    ANNUAL CASH INCENTIVE. Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive, measured against performance criteria to be determined by the Company’s Board (or a committee thereof) having a target value of not less than 50% of Base Salary.

5.    EQUITY AWARDS.

(a) LONG-TERM INCENTIVE AWARDS.

(i)    Executive shall be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided, that Executive’s participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive’s position, awards granted to other senior executives of the Company and competitive compensation data. The Executive’s target for participating in the Company’s plan shall be 75% of Base Salary.

(ii)    All long-term incentive awards to Executive shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Plan.

(b)    STOCK OWNERSHIP.Executive shall be subject to, and shall comply with, the stock ownership guidelines of the Company as may be in effect from time to time. Initially, the guideline ownership level for Executive shall be set at two (2) times Base Salary. Executive shall have five (5) years to satisfy the stock ownership guidelines applicable to Executive. As of the Effective Date, the Executive’s annual interim target for share accumulation is 20% after the first year, 40% after the second year, 60% after the third year, and 80% after the fourth year.

6.    EMPLOYEE BENEFITS. As of the Effective Date:

(a)    BENEFIT PLANS. Executive shall be entitled to participate in all employee benefit plans of the Company including, but not limited to, relocation policy, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may

2

adopt, maintain or contribute to for the benefit of its senior executives in accordance with the terms of such plans and programs.

(b)    VACATION. Executive shall be entitled to annual paid vacation in accordance with the Company’s policy applicable to senior executives.

(c)    BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all reasonable and necessary business expenses incurred in connection with the performance of Executive’s duties hereunder.

(d)    CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from amending, altering, terminating or reducing any plans, benefits or programs.

7.    TERMINATION. Executive’s employment and the Term shall terminate on the first of the following to occur:

(a)    DISABILITY. Upon written notice by the Company to Executive of termination due to Disability, while Executive remains Disabled. For purposes of this Agreement, “Disability” shall have the meaning defined under the Company’s then-current long-term disability insurance plan in which Executive participates.

(b)    DEATH. Automatically on the date of death of Executive.

(c)    CAUSE. Immediately upon written notice by the Company to Executive of a termination of Executive’s employment for Cause. “Cause” shall mean:

(i)    Executive’s willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by Executive within a reasonable period, not to exceed thirty (30) days;

(ii)    Executive is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or

(iii)    Executive has engaged in conduct that constitutes gross misconduct in the performance of his employment duties.

An act or omission by Executive shall not be “willful” if conducted in good faith and with Executive’s reasonable belief that such conduct is in the best interests of the Company.

(d)    WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary termination of Executive’s employment other than for Cause (and other than due to his Disability).

(e)    GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination of Executive’s employment at any time during a Protection Period (defined in Section 10 below),

3

for Good Reason. “Good Reason” shall mean, without the express written consent of Executive, the occurrence of any of the following events during a Protection Period:

(i)    Executive’s Base Salary or annual target cash incentive opportunity is materially reduced;

(ii)    Executive’s duties or responsibilities are negatively and materially changed in a manner inconsistent with Executive’s position (including status, offices, titles, and reporting responsibilities) or authority; or

(iii)    The Company requires Executive’s principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control.

Prior to any termination by Executive for “Good Reason,” he shall provide the Board not less than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.

(f)    VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD). Upon at least thirty (30) days’ prior written notice by Executive to the Company of Executive’s voluntary termination of employment (i) for any reason prior to or after a Protection Period or (ii) without Good Reason during a Protection Period, in either case which the Company may, in its sole discretion, make effective earlier than any termination date set forth in such notice.

8.    CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under this Agreement to Executive shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or its affiliates, it being understood that any Long-Term Awards (as defined in Section 11 hereof) shall be treated as addressed in Section 11 hereof. Upon termination of Executive’s employment, the following amounts and benefits shall be due to Executive:

(a)    DEATH; DISABILITY. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with:

(i)    (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”);

(ii)    Any unpaid cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when annual cash incentives are paid generally to senior executives for such year;

4

(iii)    A pro-rated annual cash incentive award for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated cash incentive award shall be paid when awards are paid generally to senior executives for such year;

(iv)    Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and

(b)    VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY TERMINATION FOR CAUSE.

(i)    If Executive’s employment should be terminated (i) by Executive for any reason at any time other than during a Protection Period, or (ii) by Executive without Good Reason during a Protection Period, then the Company shall pay to Executive any Accrued Obligations in accordance with Section 8(a)(i).

(ii)    If Executive’s employment is terminated by the Company without Cause and other than for Disability at or after Executives’ attainment of age 65, the Company shall pay to Executive any Accrued Obligations.

(iii)    If Executive’s employment is terminated by the Company for Cause, the Company shall pay to Executive any Accrued Obligations.

(c)    TERMINATION WITHOUT CAUSE. If at any time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment by the Company is terminated by the Company without Cause (and other than a termination for Disability), then the Company shall pay or provide Executive with:

(i)    Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);

(ii)    Any unpaid annual cash incentive earned with respect to any fiscal year ending on or preceding the date of termination, payable when such incentives are paid generally to senior executives for such year;

(iii)    A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year;

5

(iv)    Severance payments in the aggregate amount equal to the sum of (A) Executive’s then Base Salary plus (B) his annual target cash incentive, which amount shall be payable to Executive in equal semi-monthly payroll installments over a period of twelve (12) months;

For purposes of this subparagraph (iv) each installment severance payment to Executive under this subparagraph (iv) shall be treated as a separate payment (within the meaning of Section 409A).

Provided, anything herein to the contrary notwithstanding, if on the date of termination, Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other payments and benefits provided in Section 8) constitute a “deferral of compensation” under a “nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section 1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”):

(1)If such payments and benefits are payable on account of Executive’s “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)), Executive shall receive such amount of his severance payments during the six (6)-month period immediately following the date of termination as equals the lesser of: (x) such severance payment amount due Executive under Section 8 during such six (6)-month period or (y) two (2) multiplied by the compensation limit in effect under Section 401(a)(17) of the Code, for the calendar year in which the date of termination occurs and as otherwise provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) and shall be entitled to such of his benefits as satisfy the exception under Treasury Regulation Section 1.409A-1(b)(9)(v) (“Limitation Amount”).

(2)To the extent that, upon such “involuntary separation from service,” the amount of payments and benefits that would have been payable to Executive under Section 8 during the six (6)-month period following the last day of his employment exceeds the Limitation Amount, such excess shall be paid on the first regular semi-monthly payroll date following the expiration of such six (6)-month period.

(3)If the Company reasonably determines that such employment termination is not such an “involuntary separation from service,” all such payments and benefits that would have been payable to the Executive under Section 8 during the six (6)-month period immediately following the date of termination, but for such determination, shall be paid on the first regular semi-monthly payroll date immediately following the expiration of such six (6)-month period following the date of termination.

(4)Any payments under this Section 8(c) that are postponed pursuant to the Safe Harbor and Postponement shall accrue interest at an annual rate (compounded monthly) equal to the short-term applicable federal rate (as in effect under Section 1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis points, which

6

interest shall be paid on the first regular semi-monthly payroll date immediately following the expiration of the six (6)-month period following the date of termination.

(v)    Subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA.

9.    CONDITIONS. Any payments or benefits made or provided to Executive pursuant to any subsection of Section 8, other than Accrued Obligations, are subject to Executive’s:

(a)    compliance with the provisions of Section 12 hereof;

(b)    delivery to the Company of an executed Agreement and General Release (the “General Release”), which shall be substantially in the form attached hereto as Exhibit A within twenty-one (21) days after presentation thereof by the Company to Executive; and

(c)    delivery to the Company of a resignation from all offices, directorships and fiduciary positions held by Executive with the Company, its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Obligations) shall not be payable until after the expiration of any statutory revocation period applicable to the General Release without Executive having revoked such General Release, and, subject to the provisions of Section 21 hereof, any such amounts shall be paid to Executive within thirty (30) days thereafter. Notwithstanding the foregoing, Executive shall be entitled to any Accrued Obligations, payable without regard for the conditions of this Section 9.

10.    CHANGE IN CONTROL; EXCISE TAX.

(a)    CHANGE IN CONTROL. A “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:

(i)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee

7

benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition;

(ii)    individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;

(iii)    consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) and in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)    approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(b)    QUALIFYING TERMINATION. If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with:

(i)    Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);

(ii)    Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year;

8

(iii)    A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year;

(iv)    A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B);

(v)    Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and

(vi)    Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment.

Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

(c)    EXCISE TAX. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 10(c), (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), Executive will have the option of either paying the Excise Tax or reducing the amount of Payments to the safe harbor level of the Code less $1.00.

11.    LONG-TERM AWARDS. All of Executive’s stock options, stock appreciation rights, restricted stock units, performance share units and any other long-term incentive awards granted under any

9

long-term incentive plan of the Company, whether granted before or after the Effective Date (collectively “Long-Term Awards”), shall remain in effect in accordance with their terms and conditions, including with respect to the consequences of the termination of Executive’s employment or a change in control, and shall not be in any way amended, modified or affected by this Agreement.

12.    EXECUTIVE COVENANTS.

(a)    CONFIDENTIALITY. Executive agrees that Executive shall not, commencing on the date hereof and at all times thereafter, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive’s employment and for the benefit of the Company, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by Executive during Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.

(b)    NONSOLICITATION. Commencing on the date hereof, and continuing during Executive’s employment with the Company and for the twelve (12) month period following termination of Executive’s employment for any reason (a twenty-four (24) month post-employment period in the event of a termination of Executive’s employment for any reason at any time during a Protection Period) (“Restricted Period”), Executive agrees that Executive shall not, without the prior written consent of the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity: (i) solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the six (6) months preceding Executive’s termination of employment an employee, representative, officer or director of the Company; (ii) take any action to encourage or induce any employee, representative, officer or director of the Company to cease their relationship with the Company for any reason; or (iii) knowingly solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer.

(c)    NONCOMPETITION. Executive acknowledges that Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Restricted Period, Executive agrees that Executive shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its subsidiaries

10

or affiliates is engaged on the date of termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date at any time during the twelve (12)-month period ending with the date of termination for any reason (a twenty-four month post-employment period in the event of termination of Executive’s employment for any reason at any time during a Protection Period) , in any locale of any country in which the Company conducts business. This Section 12(c) shall not prevent Executive from owning not more than two percent (2%) of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business.

(d)    NONDISPARAGEMENT. Each of Executive and the Company (for purposes hereof, “the Company” shall mean only (i) the Company by press release or other formally released announcement and (ii) the executive officers and directors thereof and not any other employees) agrees not to make any public statements that disparage the other party, or in the case of the Company, its respective affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 12(d). Executive’s provision shall also not cover normal competitive statements which do not cite Executive’s employment by the Company.

(e)    RETURN OF COMPANY PROPERTY AND RECORDS. Executive agrees that upon termination of Executive’s employment, for any cause whatsoever, Executive will surrender to the Company in good condition (reasonable wear and tear excepted) all property and equipment belonging to the Company and all records kept by Executive containing the names, addresses or any other information with regard to customers or customer contacts of the Company, or concerning any proprietary or confidential information of the Company or any operational, financial or other documents given to Executive during Executive’s employment with the Company.

(f)    COOPERATION. Executive agrees that, following termination of Executive’s employment for any reason, Executive shall upon reasonable advance notice, and to the extent it does not interfere with previously scheduled travel plans and does not unreasonably interfere with other business activities or employment obligations, assist and cooperate with the Company with regard to any matter or project in which Executive was involved during Executive’s employment, including any litigation. The Company shall compensate Executive for reasonable expenses incurred in connection with such cooperation and assistance.

(g)    ASSIGNMENT OF INVENTIONS. Executive will promptly communicate and disclose in writing to the Company all inventions and developments including software, whether patentable or not, as well as patents and patent applications (hereinafter collectively called “Inventions”), made, conceived, developed, or purchased by Executive, or under which Executive acquires the right to grant licenses or to become licensed, alone or jointly with others, which have arisen or jointly with others, which have arisen or may arise out of Executive’s employment, or relate to any matters pertaining to, or useful in connection therewith, the business or affairs of the Company or any of its subsidiaries. Included herein as if developed during the employment period is any specialized equipment and software developed for use in the business of the Company. All of Executive’s right, title and interest in, to, and under all such Inventions, licenses, and right to grant licenses shall be the sole property of the Company. Any such Inventions disclosed

11

to anyone by Executive within one (1) year after the termination of employment for any cause whatsoever shall be deemed to have been made or conceived by Executive during the Term. As to all such Inventions, Executive will, upon request of the Company execute all documents which the Company deems necessary or proper to enable it to establish title to such Inventions or other rights, and to enable it to file and prosecute applications for letters patent of the United States and any foreign country; and do all things (including the giving of evidence in suits and other proceedings) which the Company deems necessary or proper to obtain, maintain, or assert patents for any and all such Inventions or to assert its rights in any Inventions not patented.

(h)    EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other party’s remedies at law for a breach or threatened breach of any of the provisions of this Section 12 would be inadequate and, in recognition of this fact, the parties agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the other party, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

(i)    REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 12 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

(j)    SURVIVAL OF PROVISIONS. The obligations of Executive set forth in this Section 12 shall survive the termination of Executive’s employment by the Company and the termination or expiration of this Agreement and shall be fully enforceable thereafter.

13.    NO ASSIGNMENTS.

(a)    This Agreement is personal to each of the parties hereto. Except as provided in Section 13(b) below, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.

(b)    The Company shall assign this Agreement to any successor to all or substantially all of the business or assets of the Company provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place and shall deliver a copy of such assignment to Executive.

14.    NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

12

If to Executive:

Mr. Leo Kulmaczewski

2572 Dawn Ridge Drive

Carmel, Indiana 46074

If to the Company:

Belden Inc.
One North Brentwood Boulevard

15^th Floor

St. Louis, Missouri 63105

Attn: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15.    SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between this Agreement and any other agreement (including but not limited to any option, long-term incentive or other equity award agreement), plan, program, policy or practice of the Company, the terms of this Agreement shall control.

16.    SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

17.    ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement, other than injunctive relief under Section 12(h) hereof or damages for breach of Section 12, shall be settled exclusively by arbitration, conducted before a single arbitrator in St. Louis, Missouri, administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The single arbitrator shall be selected by the mutual agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator will have the authority to permit discovery and to follow the procedures that Executive or she determines to be appropriate. The arbitrator will have no power to award consequential (including lost profits), punitive or exemplary damages. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Each party shall bear its own legal fees and costs and equally divide the forum fees and cost of the arbitrator.

18.    INDEMNIFICATION; LIABILITY INSURANCE. The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

13

19.    AMENDMENTS; WAIVER. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

20.    ENTIRE AGREEMENT; MISCELLANEOUS. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of law principles. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation and of the word “or” shall be inclusive and not exclusive.

21.    CODE SECTION 409A.

(a)    It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.

(b)    With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit.

(c)    Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of

14

employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.

22.    FULL SETTLEMENT. Except as set forth in this Agreement, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others, except to the extent any amounts are due the Company or its subsidiaries or affiliates pursuant to a judgment against Executive. In no event shall Executive be obliged to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by another employer, except as set forth in this Agreement.

23.    WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

24.    AGREEMENT OF THE PARTIES. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

25.    COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instruments.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

BELDEN INC.
By:	/s/ John Stroup
	John Stroup
	President and Chief Executive Officer
By:	/s/ Leo Kulmaczewski
	Leo Kulmaczewski

15

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

1.    For and in consideration of the promises made in the Executive Employment Agreement (defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Belden Inc. (“Company”), the Company’s subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Executive’s employment with the Company or any of its affiliates or the termination of Executive’s employment. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Employment Agreement between the Company and Executive, effective as of April 1, 2015 (the “Employment Agreement”) and any claims under any stock option and restricted stock units agreements between Executive and the Company) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973), or the discrimination or employment laws of any state or municipality, or any claims under any express or implied contract which Releasers may claim existed with Releasees. This release and waiver does not apply to any claims or rights that may arise after the date Executive signs this General Release. The foregoing release does not apply to any claims of indemnification under the Employment Agreement or a separate indemnification agreement with the Company or rights of coverage under directors and officers’ liability insurance.

2.    Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.

3.    Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and release language, except that Executive may bring a claim under the ADEA to challenge this General Release or as otherwise provided in this General Release. If Executive violates this General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section 1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending

1

against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such claims are waived.

4.    Executive acknowledges, agrees and affirms that he is subject to certain post-employment covenants pursuant to Section 12 of the Employment Agreement, which covenants survive the termination of his employment and the execution of this General Release.

5.    Executive acknowledges and recites that:

(a)    Executive has executed this General Release knowingly and voluntarily;

(b)    Executive has read and understands this General Release in its entirety;

(c)    Executive has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d)    Executive’s execution of this General Release has not been coerced by any employee or agent of the Company; and

(e)    Executive has been offered twenty-one (21) calendar days after receipt of this General Release to consider its terms before executing it.

6.    This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Delaware, except for the application of pre-emptive Federal law.

7.    Executive shall have seven (7) days from the date hereof to revoke this General Release by providing written notice of the revocation to the Company, as provided in Section 14 of the Employment Agreement, upon which revocation this General Release shall be unenforceable and null and void and in the absence of such revocation this General Release shall be binding and irrevocable by Executive.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Date:, 20__	EXECUTIVE:
	Leo Kulmaczewski

2

EX-31.1

Exhibit 31.1

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John S. Stroup, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 5, 2018

/s/ John S. Stroup

John S. Stroup

President, Chief Executive Officer, and Chairman                           

EX-31.2

Exhibit 31.2

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Henk Derksen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 5, 2018

/s/ Henk Derksen

Henk Derksen

Senior Vice President, Finance, and Chief Financial Officer                          

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Stroup, President, Chief Executive Officer, and Chairman of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John S. Stroup

John S. Stroup

President, Chief Executive Officer, and Chairman

November 5, 2018

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Henk Derksen

Henk Derksen

Senior Vice President, Finance, and Chief Financial Officer

November 5, 2018

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 01, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Trading Symbol	BDC
Entity Registrant Name	BELDEN INC.
Entity Central Index Key	0000913142
Current Fiscal Year End Date	--12-31
Entity File Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		40,305,408

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 329,027	$ 561,108
Receivables, net	474,870	473,570
Inventories, net	322,194	297,226
Other current assets	50,361	40,167
Total current assets	1,176,452	1,372,071
Property, plant and equipment, less accumulated depreciation	351,628	337,322
Goodwill	1,554,830	1,478,257
Intangible assets, less accumulated amortization	537,087	545,207
Deferred income taxes	63,853	42,549
Other long-lived assets	31,062	65,207
Total assets	3,714,912	3,840,613
Current liabilities:
Accounts payable	304,923	376,277
Accrued liabilities	314,667	302,651
Total current liabilities	619,590	678,928
Long-term debt	1,503,597	1,560,748
Postretirement benefits	124,013	102,085
Deferred income taxes	38,771	27,713
Other long-term liabilities	38,639	36,273
Stockholders’ equity:
Preferred stock	1	1
Common stock	503	503
Additional paid-in capital	1,135,699	1,123,832
Retained earnings	889,189	833,610
Accumulated other comprehensive loss	(85,667)	(98,026)
Treasury stock	(549,899)	(425,685)
Total Belden stockholders’ equity	1,389,826	1,434,235
Noncontrolling interest	476	631
Total stockholders’ equity	1,390,302	1,434,866
Total liabilities and stockholders' equity	$ 3,714,912	$ 3,840,613

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Income Statement [Abstract]
Revenues	$ 655,774	$ 621,745	$ 1,929,978	$ 1,783,759
Cost of sales	(394,917)	(381,896)	(1,180,931)	(1,078,432)
Gross profit	260,857	239,849	749,047	705,327
Selling, general and administrative expenses	(132,716)	(116,129)	(396,430)	(346,786)
Research and development	(33,471)	(35,442)	(107,781)	(105,108)
Amortization of intangibles	(25,533)	(27,162)	(74,990)	(77,944)
Gain from patent litigation	62,141	0	62,141	0
Operating income	131,278	61,116	231,987	175,489
Interest expense, net	(14,472)	(19,385)	(46,538)	(66,424)
Non-operating pension benefit (cost)	1,356	(325)	824	(880)
Loss on debt extinguishment	0	(51,594)	(22,990)	(52,441)
Income (loss) before taxes	118,162	(10,188)	163,283	55,744
Income tax benefit (expense)	(32,304)	11,133	(46,063)	6,673
Net income	85,858	945	117,220	62,417
Less: Net loss attributable to noncontrolling interest	(23)	(82)	(148)	(274)
Net income attributable to Belden	85,881	1,027	117,368	62,691
Less: Preferred stock dividends	8,732	8,732	26,198	26,198
Net income (loss) attributable to Belden common stockholders	$ 77,149	$ (7,705)	$ 91,170	$ 36,493
Weighted average number of common shares and equivalents:
Basic (in shares)	40,510	42,256	40,960	42,251
Diluted (in shares)	47,678	42,256	41,268	42,663
Basic income per share attributable to Belden common stockholders (in usd per share)	$ 1.90	$ (0.18)	$ 2.23	$ 0.86
Diluted income per share attributable to Belden common stockholders (in usd per share)	$ 1.80	$ (0.18)	$ 2.21	$ 0.86
Comprehensive income (loss) attributable to Belden	$ 68,620	$ (18,127)	$ 129,727	$ 17,416
Common stock dividends declared per share (in usd per share)	$ 0.05	$ 0.05	$ 0.15	$ 0.15

XML

Condensed Consolidated Cash Flow Statements (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017
Cash flows from operating activities:
Net income	$ 117,220	$ 62,417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	111,896	112,538
Share-based compensation	14,657	13,431
Loss on debt extinguishment	22,990	52,441
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(25,338)	(32,950)
Inventories	(16,642)	(50,232)
Accounts payable	(81,296)	30,290
Accrued liabilities	(29,474)	(54,828)
Income taxes	4,463	(32,071)
Other assets	(13,267)	(9,046)
Other liabilities	(4,350)	11,625
Net cash provided by operating activities	100,859	103,615
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired	(84,580)	(166,896)
Capital expenditures	(63,451)	(33,430)
Proceeds from disposal of tangible assets	1,556	15
Proceeds from disposal of business	40,171	0
Net cash used for investing activities	(106,304)	(200,311)
Cash flows from financing activities:
Payments under borrowing arrangements	(484,757)	(1,105,892)
Payments under share repurchase program	(125,000)	(11,508)
Cash dividends paid	(32,421)	(32,535)
Debt issuance costs paid	(7,609)	(16,586)
Withholding tax payments for share-based payment awards	(2,004)	(5,421)
Redemption of stockholders' rights agreement	(411)	0
Borrowings under credit arrangements	431,270	866,700
Net cash used for financing activities	(220,932)	(305,242)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(5,704)	15,185
Decrease in cash and cash equivalents	(232,081)	(386,753)
Cash and cash equivalents, beginning of period	561,108	848,116
Cash and cash equivalents, end of period	$ 329,027	$ 461,363

XML

Condensed Consolidated Stockholders' Equity Statement (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) shares in Thousands, $ in Thousands	Total	Mandatory Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2017		52	50,335			8,316
Beginning balance at Dec. 31, 2017	$ 1,434,866	$ 1	$ 503	$ 1,123,832	$ 833,610	$ (425,685)	$ (98,026)	$ 631
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of change in accounting principles	(29,041)				(29,041)
Net income (loss)	117,220				117,368			(148)
Other comprehensive income, net of tax	12,352						12,359	(7)
Exercise of stock options, net of tax withholding forfeitures	(765)			(883)		$ 118
Exercise of stock options, net of tax withholding forfeitures (in shares)						20
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	(1,239)			(1,907)		$ 668
Conversion of restricted stock units into common stock, net of tax withholding forfeitures (in shares)						48
Share repurchase program	$ (125,000)					$ (125,000)
Share repurchase program (in shares)	(1,800)					(1,782)
Share-based compensation	$ 14,657			14,657
Redemption of stockholders' rights agreement	(411)				(411)
Preferred stock dividends	(26,198)				(26,198)
Common stock dividends ($0.15 per share)	(6,139)				(6,139)
Ending balance (in shares) at Sep. 30, 2018		52	50,335			10,030
Ending balance at Sep. 30, 2018	$ 1,390,302	$ 1	$ 503	$ 1,135,699	$ 889,189	$ (549,899)	$ (85,667)	$ 476

XML

Condensed Consolidated Stockholders' Equity Statement (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Statement of Stockholders' Equity [Abstract]
Dividends declared per share (in usd per share)	$ 0.05	$ 0.05	$ 0.15	$ 0.15

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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, 2017:

• 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 2017 Annual Report on Form 10-K.

Business Description

We are a signal transmission solutions provider built around two global business platforms – Enterprise Solutions and Industrial Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

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 1, 2018, the 91st day of our fiscal year 2018. Our fiscal second and third quarters each have 91 days. The nine months ended September 30, 2018 and October 1, 2017 included 273 and 274 days, respectively.

Reportable Segments

Effective January 1, 2018, we changed our organizational structure and, as a result, now are reporting two segments. The segments formerly known as Broadcast Solutions and Enterprise Solutions now are presented as the Enterprise Solutions segment, and the segments formerly known as Industrial Solutions and Network Solutions now are presented as the Industrial Solutions segment. The reorganization allows us to further accelerate progress in key strategic areas, and the segment consolidation properly aligns our external reporting with the way the businesses are now managed. We have recast the prior period segment information to conform to the change in the composition of these reportable segments. 

Reclassifications

We have made certain reclassifications to the 2017 Condensed Consolidated Financial Statements, including those related to the adoption of Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07) and our segment change, with no impact to reported net income in order to conform to the 2018 presentation. See Note 5.

Interim Periods of 2017

During the financial closing process for the fourth quarter of 2017, we determined that certain consolidated financial statement amounts were not recorded correctly in prior interim periods of 2017. We evaluated these errors and concluded that they were not material to any of our previously issued interim financial statements and did not require restatement of the quarters. The errors primarily related to recognizing revenue prior to satisfying all of the delivery criteria in one business within our Enterprise segment. All of the errors were corrected as of December 31, 2017. The impact of the errors in the three months ended October 1, 2017 was an overstatement of revenues and net income of $11.8 million and $2.6 million, respectively. The impact of the errors in the nine months ended October 1, 2017 was an overstatement of revenues and net income of $28.3 million and $6.9 million, respectively.

Fair Value Measurement

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

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

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

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

As of and during the three and nine months ended September 30, 2018 and October 1, 2017, 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). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 30, 2018 and October 1, 2017.

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 September 30, 2018, 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.

Contingent Liabilities

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

As of September 30, 2018, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.3 million, $3.2 million, and $2.3 million, respectively.

Gain from Patent Litigation

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an action for patent infringement against Corning Optical Communications RF LLC (Corning). The complaint alleged that Corning infringed two of PPC’s patents. In July 2015, a jury found that Corning willfully infringed both patents. In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit. In March 2018, a panel of three judges of the United States Court of Appeals for the Federal Circuit issued a Rule 36 Affirmance of the District Court's final judgment that Corning, among other things, willfully infringed the PPC universal compression patents at issue in the case, and that PPC should be awarded approximately $61.8 million, plus accrued interest. In April 2018, Corning filed a petition for re-hearing, which was denied in May 2018. On July 16, 2018, the District Court ruled that Corning shall pay the judgments. We received a pre-tax amount of approximately $62.1 million from Corning on July 19, 2018. We recorded the $62.1 million of cash received as a pre-tax gain from patent litigation during the three and nine months ended September 30, 2018. Prior to the third quarter of 2018, we had not recognized any amounts in our consolidated financial statements related to this matter. On September 27, 2018, Corning filed a petition for certiorari review by the U.S. Supreme Court of the District Court’s decision to exercise its discretion to award PPC $23.85 million in enhanced damages based on the totality of the evidence, including a number of factual findings regarding Corning’s willful infringement and egregious conduct. For at least the same reasons why the Federal Circuit affirmed the District Court’s decision to enhance damages, we believe that Corning’s certiorari petition will not be granted, thus exhausting Corning’s opportunities for further appellate relief.

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 and did not identify any events that would require disclosure.

Current-Year Adoption of Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which replaced most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We adopted ASU 2014-09 on January 1, 2018, using the modified retrospective method of adoption. Adoption resulted in a $2.6 million, net of tax increase to retained earnings. This adjustment primarily relates to the deferral of costs to obtain a contract that were previously expensed at the beginning of the contract period.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The new guidance addresses how the following eight specific cash flow items are to be presented: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. We adopted ASU 2016-15 on January 1, 2018. The adoption had no material impact on our statement of cash flows for the nine months ended September 30, 2018.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. We adopted ASU 2016-16 on January 1, 2018. The adoption resulted in a $3.0 million and $46.9 million decrease to other current assets and other long-lived assets, respectively, as well as an $18.2 million increase in deferred income tax assets and a $31.7 million decrease to retained earnings on January 1, 2018. The adoption had no material impact on our results of operations.

In March 2017, the FASB issued ASU 2017-07, which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component is eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. We adopted ASU 2017-07 on January 1, 2018, and elected to use the practical expedient related to the retrospective presentation requirements. Adoption resulted in a $0.3 million and $0.9 million increase to operating income for the three and nine months ended October 1, 2017, respectively, but no changes to net income.

Pending Adoption of Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02), a leasing standard for both lessees and lessors that supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under its core principle, a lessee will recognize a right-of-use asset and lease liability on the balance sheet for nearly all leased assets. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019, and early adoption is permitted. We will adopt ASU 2016-02 on January 1, 2019. In July 2018, the FASB issued ASU No. 2018-11 (“ASU 2018-11”), Leases: Targeted Improvements, which provides an additional (and optional) transition method for adopting the new lease standard. Under this transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative effect adjustment to opening retained earnings in the period of adoption. Currently, we plan on adopting the new lease standard using the newly permitted transition method. Furthermore, we plan to elect the following practical expedients and accounting policy elections upon adoption: (i) the package of practical expedients as defined in ASU 2016-02, (ii) the short-term lease accounting policy election, (iii) the practical expedient to not separate non-lease components from lease components, and (iv) the easement practical expedient, which permits an entity to continue applying its current policy for accounting for land easements that existed as of the effective date of ASU 2016-02. Although we anticipate the adoption of ASU 2016-02 will have a material impact on our consolidated balance sheets, we do not expect the adoption to have a material impact on our consolidated statements of income.  We are completing our assessment of the potential impacts of ASU 2016-02 and also implementing changes to our systems and processes.

In August 2017, the FASB issued Accounting Standards Update No. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new guidance better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The new guidance also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The standard is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements and related disclosures.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Act”). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as a period cost are both acceptable methods subject to an accounting policy election. Pending further review of the guidance related to the application of the GILTI provisions and their impact to Belden, we intend to further assess the materiality of the anticipated GILTI inclusion before making a policy election as allowed under current law as of the date of this report.

In February 2018, the FASB issued ASU No. 2018-02 (“ASU 2018-02”), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 provides an option to allow reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017.   The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures.

In August 2018, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. Additionally, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period presented. This final rule is effective on November 5, 2018. We are in the process of evaluating the impact of the final rule on its consolidated financial statements.

XML

Revenues

9 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenues

Revenues

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the accounting standards in effect for those periods.

We recorded a net increase to retained earnings of $2.6 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to sales commissions and software revenues within our Industrial Solutions segment. There was no significant impact to revenues for the three and nine months ended September 30, 2018 as a result of applying Topic 606.

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

	Cable & Connectivity		Networking, Software & Security		Total Revenues
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	271,928	$	116,923	$	388,851
Industrial Solutions	162,460		104,463		266,923
Total	$	434,388	$	221,386	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	262,212	$	98,630	$	360,842
Industrial Solutions	160,520		100,383		260,903
Total	$	422,732	$	199,013	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	785,970	$	348,906	$	1,134,876
Industrial Solutions	498,062		297,040		795,102
Total	$	1,284,032	$	645,946	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	751,459	$	272,465	$	1,023,924
Industrial Solutions	466,155		293,680		759,835
Total	$	1,217,614	$	566,145	$	1,783,759

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 September 30, 2018	(In thousands)
Enterprise Solutions	$	254,320	$	72,467	$	62,064	$	388,851
Industrial Solutions	156,334		71,280		39,309		266,923
Total	$	410,654	$	143,747	$	101,373	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	243,223	$	61,270	$	56,349	$	360,842
Industrial Solutions	150,229		72,718		37,956		260,903
Total	$	393,452	$	133,988	$	94,305	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	735,794	$	228,394	$	170,688	$	1,134,876
Industrial Solutions	461,667		217,851		115,584		795,102
Total	$	1,197,461	$	446,245	$	286,272	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	690,568	$	168,947	$	164,409	$	1,023,924
Industrial Solutions	448,675		205,050		106,110		759,835
Total	$	1,139,243	$	373,997	$	270,519	$	1,783,759

The following tables present our revenues disaggregated by products, including software products, and support and services.

	Products		Support & Services		Total Revenues
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	368,389	$	20,462	$	388,851
Industrial Solutions	243,578		23,345		266,923
Total	$	611,967	$	43,807	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	342,216	$	18,626	$	360,842
Industrial Solutions	235,378		25,525		260,903
Total	$	577,594	$	44,151	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	1,080,549	$	54,327	$	1,134,876
Industrial Solutions	723,653		71,449		795,102
Total	$	1,804,202	$	125,776	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	968,855	$	55,069	$	1,023,924
Industrial Solutions	683,121		76,714		759,835
Total	$	1,651,976	$	131,783	$	1,783,759

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

The amount 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 was not significant during the three and nine months ended September 30, 2018. Accrued rebates and accrued returns as of September 30, 2018 totaled $30.1 million and $9.3 million, respectively. Estimated price adjustments recognized against our gross accounts receivable balance as of September 30, 2018 totaled $29.0 million.

Depending on the terms of an arrangement, we may defer the recognition of a portion 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 recognized when or as the services are performed depending on the terms of the arrangement. As of January 1, 2018, total deferred revenue was $104.4 million, and $50.8 million and $149.4 million was recognized as revenue during the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, total deferred revenue was $90.8 million, and of this amount, $78.5 million will be recognized within the next twelve months, and the remaining $12.3 million is long-term and will be recognized over a period greater than twelve months.

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions in other current and long-lived assets on our balance sheet when the duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Total capitalized sales commissions was $2.3 million as of September 30, 2018. Total sales commissions costs were $5.9 million and $18.4 million during the three and nine months ended September 30, 2018, respectively. Sales commissions are recorded within selling, general and administrative expenses.

XML

Acquisitions

9 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

Acquisitions

Acquisitions

Net-Tech Technology, Inc.

We acquired 100% of the shares of Net-Tech Technology, Inc. (NT2) on April 25, 2018 for a preliminary purchase price of $8.5 million that was funded with cash on hand. NT2 is an integrator of optical passive components and network optimization products used within broadband network applications where optical backhaul is used. NT2 is located in the United States. The results of NT2 have been included in our Consolidated Financial Statements from April 25, 2018, and are reported within the Enterprise Solutions segment. The NT2 acquisition was not material to our financial position or results of operations.

Snell Advanced Media

We acquired 100% of the outstanding ownership interest in Snell Advanced Media (SAM) on February 8, 2018 for a purchase price, net of cash acquired, of $104.5 million that was funded with cash on hand. The acquisition includes a potential earnout, which is based upon future combined earnings of SAM and Grass Valley through December 31, 2019. The maximum earnout consideration is $31.4 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the preliminary estimated fair value of the earnout included in the purchase price is $29.3 million. We assumed debt of $19.3 million and paid it off during the first quarter of 2018. SAM designs, manufactures, and sells innovative content production and distribution systems for the broadcast and media markets. SAM is located in the United Kingdom. The results of SAM have been included in our Consolidated Financial Statements from February 8, 2018, and are reported within the Enterprise Solutions segment. The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as of February 8, 2018 (in thousands):

Receivables	$	17,182
Inventory	15,312
Prepaid and other current assets	3,375
Property, plant, and equipment	7,789
Intangible assets	54,100
Goodwill	87,853
Deferred taxes	5,476
Other long-lived assets	2,156
Total assets acquired	$	193,243
Accounts payable	$	11,927
Accrued liabilities	21,614
Deferred revenue	3,924
Long-term debt	19,315
Postretirement benefits	31,343
Other long-term liabilities	591
Total liabilities assumed	$	88,714
Net assets	$	104,529

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; property, plant and equipment; intangible assets; goodwill; deferred income taxes; deferred revenue; and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

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 $17.2 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our estimates of the preliminary fair values for the acquired inventory; property, plant, and equipment; intangible assets; and deferred revenue on preliminary 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. To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation). We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the SAM acquisition may be gained from helping broadcast and media content creators, aggregators and distributors significantly improve their effectiveness and efficiency during a period of rapid change in technology, viewer and advertiser behavior and business models. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:

	Preliminary Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	38,100	5.0
Customer relationships	12,300		12.0
Sales backlog	2,000		0.3
Trademarks	1,700		0.9
Total intangible assets subject to amortization	$	54,100
Intangible assets not subject to amortization:
Goodwill	$	87,853	n/a
Total intangible assets not subject to amortization	$	87,853
Total intangible assets	$	141,953
Weighted average amortization period			6.3 years

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. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

Our consolidated revenues for the three and nine months ended September 30, 2018 included an estimated $25.3 million and $77.2 million, respectively, from SAM. Due to the integration of SAM into our existing business, we are unable to reasonably estimate the amount of income before taxes from SAM included in our consolidated financial statements. Our consolidated income before taxes for the three months ended September 30, 2018 included $7.1 million of severance and other restructuring costs, $3.7 million of amortization of intangible assets, and $0.6 million of cost of sales related to the adjustment of acquired inventory to fair value from SAM. Our consolidated income before taxes for the nine months ended September 30, 2018 included $36.6 million of severance and other restructuring costs, $8.7 million of amortization of intangible assets, and $1.8 million of cost of sales related to the adjustment of acquired inventory to fair value from SAM.

The following table illustrates the unaudited pro forma effect on operating results as if the SAM acquisition had been completed as of January 1, 2017.

	Three Months Ended					Nine Months Ended
	September 30, 2018		October 1, 2017			September 30, 2018		October 1, 2017
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	659,003	$	644,017		$	1,944,628	$	1,857,885
Net income (loss) attributable to Belden common stockholders	92,769		(24,050		)	126,937		(19,056		)
Diluted income (loss) per share attributable to Belden common stockholders	$	2.13	$	(0.57	)	$	3.08	$	(0.45	)

For purposes of the pro forma disclosures, the three months ended October 1, 2017 includes nonrecurring expenses related to the acquisition, including severance, restructuring, and acquisition integration costs; amortization of the sales backlog intangible asset; and cost of sales arising from the adjustment of inventory to fair value of $7.1 million, $0.2 million, and $0.2 million, respectively. For purposes of the pro forma disclosures, the nine months ended October 1, 2017 includes nonrecurring expenses related to the acquisition, including severance, restructuring, and acquisition integration costs; amortization of the sales backlog intangible asset; and cost of sales arising from the adjustment of inventory to fair value of $36.6 million, $2.0 million, and $1.7 million, respectively.

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.

Thinklogical Holdings, LLC

We acquired 100% of the outstanding ownership interest in Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017 for a purchase price, net of cash acquired, of $165.8 million. Thinklogical designs, manufactures, and markets high-bandwidth fiber matrix switches, video, and keyboard/video/mouse extender solutions, camera extenders, and console management solutions. Thinklogical is headquartered in Connecticut. The results of Thinklogical have been included in our Consolidated Financial Statements from May 31, 2017, and are reported within the Enterprise Solutions segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of May 31, 2017 (in thousands):

Receivables	$	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	73,400
Goodwill	70,654
Deferred income taxes	598
Total assets acquired	$	170,040
Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286
Net assets	$	165,754

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 fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

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

For purposes of the above allocation, we based our estimate of the fair value for the acquired inventory, intangible assets, and deferred revenue on a valuation study performed by a third party valuation firm. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation). The determination of the fair value of the assets acquired and liabilities assumed and the allocation of the purchase price is complete.

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 expected synergies and the assembled workforce. The expected synergies for the Thinklogical acquisition primarily consist of utilizing Belden's fiber and connectivity portfolio with Thinklogical's connections between matrix switch, control systems, transmitters and source to expand our product portfolio across our segments to both existing and new customers. Our tax basis in the acquired goodwill is approximately $43.3 million and is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The intangible assets related to the acquisition consisted of the following:

	Preliminary Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	62,600	10.0
Customer relationships	6,500		8.0
Trademarks	2,900		10.0
Sales backlog	1,400		0.3
Total intangible assets subject to amortization	$	73,400
Intangible assets not subject to amortization:
Goodwill	$	70,654	n/a
Total intangible assets not subject to amortization	$	70,654
Total intangible assets	$	144,054
Weighted average amortization period			9.6

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

Our consolidated revenues and consolidated income before taxes for the three months ended September 30, 2018 included $15.2 million and $2.6 million, respectively, from Thinklogical. The income before taxes from Thinklogical included $3.2 million of amortization of intangible assets. Our consolidated revenues and consolidated income before taxes for the nine months ended September 30, 2018 included $32.6 million and $(0.5) million, respectively, from Thinklogical. Thinklogical's loss before taxes included $9.5 million of amortization of intangible assets and $0.5 million of severance and other restructuring costs.

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

	Three Months Ended			Nine Months Ended
	October 1, 2017			October 1, 2017
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	621,745		$	1,792,614
Net income (loss) attributable to Belden common stockholders	(5,128		)	37,097
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.12	)	$	0.87

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.

XML

Disposals

9 Months Ended

Sep. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

Disposals

Disposals

During the fourth quarter of 2016, we committed to a plan to sell our MCS business and Hirschmann JV. The MCS business operated in Germany and the United States and was part of the Industrial Solutions segment, and the Hirschmann JV was an equity method investment located in China. Effective December 31, 2017, we sold the MCS business and Hirschmann JV for a total purchase price of $40.2 million, which was collected in the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, we also sold a previously closed operating facility for net proceeds of $1.5 million and recognized a $0.6 million gain on the sale.

XML

Operating Segments

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Operating Segments

Reportable Segments

Effective January 1, 2018, we changed our organizational structure and, as a result, now are reporting two segments. The segments formerly known as Broadcast Solutions and Enterprise Solutions now are presented as the Enterprise Solutions segment, and the segments formerly known as Industrial Solutions and Network Solutions now are presented as the Industrial Solutions segment. The reorganization allows us to further accelerate progress in key strategic areas, and the segment consolidation properly aligns our external reporting with the way the businesses are now managed. We have recast the prior period segment information to conform to the change in the composition of these reportable segments. This change had no impact to our reporting units for purposes of goodwill impairment testing.

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

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

	Enterprise Solutions		Industrial Solutions		Total Segments
	(In thousands)
As of and for the three months ended September 30, 2018
Segment revenues	$	392,080	$	266,923	$	659,003
Affiliate revenues	1,776		15		1,791
Segment EBITDA	72,210		53,750		125,960
Depreciation expense	7,092		4,579		11,671
Amortization of intangibles	12,322		13,211		25,533
Amortization of software development intangible assets	620		—		620
Severance, restructuring, and acquisition integration costs	9,528		2,160		11,688
Purchase accounting effects of acquisitions	821		—		821
Deferred revenue adjustments	3,229		—		3,229
Segment assets	766,505		448,626		1,215,131
As of and for the three months ended October 1, 2017
Segment revenues	$	360,842	$	260,903	$	621,745
Affiliate revenues	971		2		973
Segment EBITDA	62,109		55,747		117,856
Depreciation expense	6,828		4,855		11,683
Amortization of intangibles	13,920		13,242		27,162
Severance, restructuring, and acquisition integration costs	9,309		7,370		16,679
Purchase accounting effects of acquisitions	2,922		—		2,922
Segment assets	658,175		400,538		1,058,713
As of and for the nine months ended September 30, 2018
Segment revenues	$	1,142,765	$	795,102	$	1,937,867
Affiliate revenues	4,318		61		4,379
Segment EBITDA	199,943		153,401		353,344
Depreciation expense	21,465		14,097		35,562
Amortization of intangibles	35,301		39,689		74,990
Amortization of software development intangible assets	1,344		—		1,344
Severance, restructuring, and acquisition integration costs	46,949		10,061		57,010
Purchase accounting effects of acquisitions	2,359		—		2,359
Deferred revenue adjustments	7,889		—		7,889
Segment assets	766,505		448,626		1,215,131
As of and for the nine months ended October 1, 2017
Segment revenues	$	1,023,924	$	759,835	$	1,783,759
Affiliate revenues	4,084		51		4,135
Segment EBITDA	168,073		153,675		321,748
Depreciation expense	20,129		14,465		34,594
Amortization of intangibles	38,241		39,703		77,944
Severance, restructuring, and acquisition integration costs	23,701		9,138		32,839
Purchase accounting effects of acquisitions	4,089		—		4,089
Segment assets	658,175		400,538		1,058,713

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

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Total Segment Revenues	$	659,003		$	621,745		$	1,937,867		$	1,783,759
Deferred revenue adjustments (1)	(3,229		)	—			(7,889		)	—
Consolidated Revenues	$	655,774		$	621,745		$	1,929,978		$	1,783,759
Total Segment EBITDA	$	125,960		$	117,856		$	353,344		$	321,748
Gain from patent litigation	62,141			—			62,141			—
Costs related to patent litigation	(2,634		)	—			(2,634		)	—
Amortization of intangibles	(25,533		)	(27,162		)	(74,990		)	(77,944		)
Severance, restructuring, and acquisition integration costs (2)	(11,688		)	(16,679		)	(57,010		)	(32,839		)
Depreciation expense	(11,671		)	(11,683		)	(35,562		)	(34,594		)
Deferred revenue adjustments (1)	(3,229		)	—			(7,889		)	—
Purchase accounting effects related to acquisitions (3)	(821		)	(2,922		)	(2,359		)	(4,089		)
Amortization of software development intangible assets	(620		)	—			(1,344		)	—
Loss on sale of assets	—			—			(94		)	—
Income from equity method investment	—			2,551			—			5,835
Eliminations	(627		)	(845		)	(1,616		)	(2,628		)
Consolidated operating income	131,278			61,116			231,987			175,489
Interest expense, net	(14,472		)	(19,385		)	(46,538		)	(66,424		)
Non-operating pension benefit (cost)	1,356			(325		)	824			(880		)
Loss on debt extinguishment	—			(51,594		)	(22,990		)	(52,441		)
Consolidated income (loss) before taxes	$	118,162		$	(10,188	)	$	163,283		$	55,744

(1) For the three and nine months ended September 30, 2018, our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2) See Note 9, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) For the three and nine months ended September 30, 2018, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the SAM and NT2 acquisitions.

XML

Income per Share

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Income per Share

Income per Share

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

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Numerator:
Net income	$	85,858		$	945		$	117,220		$	62,417
Less: Net loss attributable to noncontrolling interest	(23		)	(82		)	(148		)	(274		)
Less: Preferred stock dividends	8,732			8,732			26,198			26,198
Net income (loss) attributable to Belden common stockholders for basic income (loss) per share	$	77,149		$	(7,705	)	$	91,170		$	36,493
Plus: Preferred stock dividends	8,732			—			—			—
Net income (loss) attributable to Belden common stockholders for diluted income (loss) per share	$	85,881		$	(7,705	)	$	91,170		$	36,493
Denominator:
Weighted average shares outstanding, basic	40,510			42,256			40,960			42,251
Assumed conversion of preferred stock into common stock	6,857			—			—			—
Effect of dilutive common stock equivalents	311			—			308			412
Weighted average shares outstanding, diluted	47,678			42,256			41,268			42,663

For the three and nine months ended September 30, 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.9 million and 0.8 million, respectively, because to do so would have been anti-dilutive. In addition, for the three and nine months ended September 30, 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.2 million, respectively, because the related performance conditions have not been satisfied. Furthermore, for the nine months ended September 30, 2018, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 6.9 million common shares, because deducting the preferred stock dividends from net income was more dilutive.

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

For 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.

XML

Inventories

9 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories

The major classes of inventories were as follows:

	September 30, 2018			December 31, 2017
	(In thousands)
Raw materials	$	164,925		$	133,311
Work-in-process	45,054			35,807
Finished goods	142,297			153,377
Gross inventories	352,276			322,495
Excess and obsolete reserves	(30,082		)	(25,269		)
Net inventories	$	322,194		$	297,226

XML

Long-Lived Assets

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Long-Lived Assets

Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $11.7 million and $35.6 million in the three and nine months ended September 30, 2018, respectively. We recognized depreciation expense of $11.7 million and $34.6 million in the three and nine months ended October 1, 2017, respectively.

We recognized amortization expense related to our intangible assets of $26.2 million and $76.3 million in the three and nine months ended September 30, 2018, respectively. We recognized amortization expense related to our intangible assets of $27.2 million and $77.9 million in the three and nine months ended October 1, 2017, respectively.

XML

Severance, Restructuring, and Acquisition Integration Activities

9 Months Ended

Sep. 30, 2018

Restructuring and Related Activities [Abstract]

Severance, Restructuring, and Acquisition Integration Activities

Severance, Restructuring, and Acquisition Integration Activities

Grass Valley and SAM Integration Program: 2018

During the first quarter of 2018, we began a restructuring program to integrate SAM with Grass Valley. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $7.1 million and $36.6 million of severance and other restructuring costs for this program during the three and nine months ended September 30, 2018, respectively. The costs were incurred by the Enterprise Solutions segment. We expect to incur approximately $12 million of additional severance and restructuring costs for this program, which will be incurred during the fourth quarter of 2018 and first quarter of 2019.

Industrial Manufacturing Footprint Program: 2016 - 2018

In 2016, we began a program to consolidate our manufacturing footprint. This program is expected to be completed by the end of 2018. We recognized $4.3 million and $15.8 million of severance and other restructuring costs for this program during the three and nine months ended September 30, 2018, respectively. We recognized $11.4 million and $25.3 million of severance and other restructuring costs for this program during the three and nine months ended October 1, 2017, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. To date, we have incurred a total of $64.1 million in severance and other restructuring costs, including manufacturing inefficiencies for this program. 

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

	Severance			Other Restructuring and Integration Costs		Total Costs
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	(1,283	)	$	10,811	$	9,528
Industrial Solutions	136			2,024		2,160
Total	$	(1,147	)	$	12,835	$	11,688
Three Months Ended October 1, 2017
Enterprise Solutions	$	1,222		$	8,087	$	9,309
Industrial Solutions	712			6,658		7,370
Total	$	1,934		$	14,745	$	16,679
Nine Months Ended September 30, 2018
Enterprise Solutions	$	10,097		$	36,852	$	46,949
Industrial Solutions	378			9,683		10,061
Total	$	10,475		$	46,535	$	57,010
Nine Months Ended October 1, 2017
Enterprise Solutions	$	3,398		$	20,303	$	23,701
Industrial Solutions	865			8,273		9,138
Total	$	4,263		$	28,576	$	32,839

Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended September 30, 2018, $4.8 million, $6.4 million, and $0.5 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 1, 2017, $12.4 million, $4.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended September 30, 2018, $21.4 million, $30.3 million, and $5.3 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 1, 2017, $26.5 million, $6.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

The net credit to severance expense for the Enterprise Solutions segment in the three months ended September 30, 2018 is attributable to voluntary employee turnover in advance of receiving severance benefits, thus resulting in the reversal of previously accrued severance expense. The other restructuring and integration costs 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.   

Accrued Severance

The table below summarizes the significant severance activity that occurred during the year for the Grass Valley and SAM Integration Program described above. The balances are included in accrued liabilities.

	Grass Valley and SAM Integration Program
	(In thousands)
Balance at December 31, 2017	$	—
New charges	456
Cash payments	(50		)
Balance at April 1, 2018	$	406
New charges	10,714
Cash payments	(7,556		)
Foreign currency translation	(4		)
Balance at July 1, 2018	$	3,560
New charges	121
Cash payments	(989		)
Foreign currency translation	(9		)
Other adjustments	(1,531		)
Balance at September 30, 2018	$	1,152

XML

Long-Term Debt and Other Borrowing Arrangements

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Long-Term Debt and Other Borrowing Arrangements

Long-Term Debt and Other Borrowing Arrangements

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

	September 30, 2018			December 31, 2017
	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.875% Senior subordinated notes due 2028	411,110			—
3.375% Senior subordinated notes due 2027	528,570			540,810
4.125% Senior subordinated notes due 2026	234,920			240,360
2.875% Senior subordinated notes due 2025	352,380			360,540
5.25% Senior subordinated notes due 2024	—			200,000
5.50% Senior subordinated notes due 2023	—			242,522
Total senior subordinated notes	1,526,980			1,584,232
Less unamortized debt issuance costs	(23,383		)	(23,484		)
Long-term debt	$	1,503,597		$	1,560,748

Revolving Credit Agreement due 2022

Our Revolving Credit Agreement provides a $400.0 million multi-currency asset-based revolving credit facility (The Revolver). The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. As of September 30, 2018, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $359.8 million.

Senior Subordinated Notes

In March 2018, we completed an offering for €350.0 million ($431.3 million at issuance) aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of September 30, 2018 is $411.1 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, 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 March 15 and September 15 of each year, beginning on September 15, 2018. We paid approximately $7.5 million of fees associated with the issuance of the 2028 Notes, which will be amortized over the life of the 2028 Notes using the effective interest method. We used the net proceeds from this offering and cash on hand to repurchase the 2023 and 2024 Notes - see further discussion below.

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 September 30, 2018 is $528.6 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 2028, 2026, 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 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 September 30, 2018 is $234.9 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 September 30, 2018 is $352.4 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.

We had outstanding $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024 (the 2024 Notes). In March 2018, we repurchased $188.7 million of the $200.0 million 2024 Notes outstanding for cash consideration of $199.8 million, including a prepayment penalty and recognized a $13.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. In April 2018, we repurchased the remaining 2024 Notes outstanding for cash consideration of $11.9 million, including a prepayment penalty, and recognized a $0.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We had outstanding €200.0 million aggregate principal amount of 5.5% senior subordinated notes due 2023 (the 2023 Notes). In March 2018, we repurchased €143.1 million of the €200.0 million 2023 Notes outstanding for cash consideration of €147.8 million ($182.1 million), including a prepayment penalty and recognized a $6.2 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. In April 2018, we repurchased the remaining 2023 Notes outstanding for cash consideration of €58.5 million ($71.6 million), including a prepayment penalty, and recognized a $2.2 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of September 30, 2018 was approximately $1,526.9 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 $1,527.0 million as of September 30, 2018.

XML

Net Investment Hedge

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Net Investment Hedge

Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of September 30, 2018, all of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations. The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in exchange rates. The transaction gain or loss is reported in the cumulative translation adjustment section of other comprehensive income. The amount of the cumulative translation adjustment associated with these notes for the nine month periods ended September 30, 2018 and October 1, 2017 was a gain of $46.3 million and a loss of $25.3 million, respectively.

XML

Income Taxes

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For the three and nine months ended September 30, 2018, we recognized income tax expense of $32.3 million and $46.1 million, respectively, representing an effective tax rate of 27.3% and 28.2%, respectively. The effective tax rate was impacted by the following significant factors:

• We recognized income tax expense of $3.8 million and $4.3 million, respectively, in the three and nine months ended September 30, 2018 as a result of changes in our valuation allowance for the “Tax Cuts and Jobs Act” (the Act). The amount of this adjustment remains provisional under Staff Accounting Bulletin No. 118 (SAB 118) as of the date of this report.

• We recognized income tax expense of $1.8 million in the nine months ended September 30, 2018 as a result of a change in our valuation allowance on foreign tax credits associated with our euro debt refinancing.

• We recognized an income tax benefit of $3.3 million and $4.4 million, respectively, in the three and nine months ended September 30, 2018 primarily related to certain foreign tax credits.

• We recognized an income tax benefit of $1.2 million in the nine months ended September 30, 2018 due to a decrease in reserves for uncertain tax positions of prior years.

On December 22, 2017, the Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial tax system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.

On December 22, 2017, SAB 118 was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. The issuance of proposed regulations regarding GILTI and the one-time transition tax on the mandatory deemed repatriation of foreign earnings as well as the IRS notice addressing IRC section 162(m)  has resulted in refinements to the provisional amounts initially recorded for the valuation allowance on certain foreign tax credits in 2017, certain covered employee compensation associated with the amendments to IRC section 162(m), the one-time transition tax on the mandatory deemed repatriation of foreign earnings and the estimated tax expense associated with the GILTI taxable inclusion. As a result, we recorded an adjustment to the valuation allowance on certain foreign tax credits and an adjustment to the deferred tax asset associated with certain covered employee compensation. Additional work is still necessary for a more detailed analysis of all provisional amounts associated with the Act including the remeasurement of certain deferred tax assets and liabilities, the one-time transition tax on the mandatory deemed repatriation of foreign earnings, the valuation allowance on certain foreign tax credits, and the non-deductibility of certain covered employee compensation associated with the amendments to IRC section 162(m).  The transition tax on the mandatory deemed repatriation of foreign earnings will be finalized in the fourth quarter 2018 when the tax return is filed, and any subsequent adjustment to all other provisional amounts will be recorded to tax expense in the fourth quarter 2018 when the analysis is complete. All adjustments related to the Act remain provisional as of the date of this report.

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

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

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

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

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

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

XML

Pension and Other Postretirement Obligations

9 Months Ended

Sep. 30, 2018

Retirement Benefits [Abstract]

Pension and Other Postretirement Obligations

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	September 30, 2018			October 1, 2017			September 30, 2018		October 1, 2017
	(In thousands)
Service cost	$	1,717		$	1,206		$	14	$	14
Interest cost	2,011			1,822			257		344
Expected return on plan assets	(4,660		)	(2,487		)	—		—
Amortization of prior service credit	(37		)	(10		)	—		—
Actuarial losses	1,073			633			—		23
Net periodic cost	$	104		$	1,164		$	271	$	381
Nine Months Ended
Service cost	$	3,792		$	3,549		$	40	$	41
Interest cost	5,792			5,391			781		1,000
Expected return on plan assets	(9,688		)	(7,415		)	—		—
Amortization of prior service credit	(59		)	(30		)	—		—
Actuarial losses	2,350			1,866			—		68
Net periodic cost	$	2,187		$	3,361		$	821	$	1,109

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Net income	$	85,858		$	945		$	117,220		$	62,417
Foreign currency translation gain (loss), net of $0.5 million, $1.1 million, $0.7 million, and $1.5 million tax, respectively	(17,904		)	(19,535		)	10,943			(46,478		)
Adjustments to pension and postretirement liability, net of $0.4 million, $0.2 million, $0.9 million, and $0.7 million tax, respectively	637			397			1,409			1,171
Total comprehensive income (loss)	68,591			(18,193		)	129,572			17,110
Less: Comprehensive loss attributable to noncontrolling interest	(29		)	(66		)	(155		)	(306		)
Comprehensive income (loss) attributable to Belden	$	68,620		$	(18,127	)	$	129,727		$	17,416

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, 2017	$	(69,691	)	$	(28,335	)	$	(98,026	)
Other comprehensive income attributable to Belden before reclassifications	10,950			—			10,950
Amounts reclassified from accumulated other comprehensive income	—			1,409			1,409
Net current period other comprehensive gain attributable to Belden	10,950			1,409			12,359
Balance at September 30, 2018	$	(58,741	)	$	(26,926	)	$	(85,667	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 30, 2018:

	Amount  Reclassified from   Accumulated Other Comprehensive Income			Affected Line  Item in the   Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	2,350		(1)
Prior service credit	(59		)	(1)
Total before tax	2,291
Tax benefit	(882		)
Total net of tax	$	1,409

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 13).

XML

Preferred Stock

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Preferred Stock

Preferred Stock

In 2016, we issued 5.2 million depositary shares, each of which represents 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock (the Preferred Stock), for an offering price of $100 per depositary share. Holders of the Preferred Stock may elect to convert their shares into common stock at any time prior to the mandatory conversion date. Unless earlier converted, each share of Preferred Stock will automatically convert into common stock on or around July 15, 2019 into between 120.46 and 132.50 shares of Belden common stock, subject to customary anti-dilution adjustments. This represents a range of 6.2 million to 6.9 million shares of Belden common stock to be issued upon conversion. The number of shares of Belden common stock issuable upon the mandatory conversion of the Preferred Stock will be determined based upon the volume-weighted average price of Belden’s common stock over the 20 day trading period beginning on, and including, the 22nd scheduled trading day prior to July 15, 2019. The net proceeds from this offering were approximately $501 million. With respect to dividend and liquidation rights, the Preferred Stock ranks senior to our common stock and junior to all of our existing and future indebtedness. During the three and nine months ended September 30, 2018 and October 1, 2017, dividends on the Preferred Stock were $8.7 million and $26.2 million, respectively.

XML

Share Repurchases

9 Months Ended

Sep. 30, 2018

Text Block [Abstract]

Share Repurchases

Share Repurchases

On May 25, 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. During the three months ended September 30, 2018, we repurchased 0.3 million shares of our common stock under the share repurchase program for an aggregate cost of $25.0 million and an average price per share of $72.62. During the nine months ended September 30, 2018, we repurchased 1.8 million shares of our common stock under the share repurchase program for an aggregate cost of $125.0 million and an average price per share of $70.13.

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation

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, 2017:

• 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 2017 Annual Report on Form 10-K

Business Description

Business Description

We are a signal transmission solutions provider built around two global business platforms – Enterprise Solutions and Industrial Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

Reporting Periods

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 1, 2018, the 91st day of our fiscal year 2018. Our fiscal second and third quarters each have 91 days. The nine months ended September 30, 2018 and October 1, 2017 included 273 and 274 days, respectively.

Operating Segments

Reportable Segments

Effective January 1, 2018, we changed our organizational structure and, as a result, now are reporting two segments. The segments formerly known as Broadcast Solutions and Enterprise Solutions now are presented as the Enterprise Solutions segment, and the segments formerly known as Industrial Solutions and Network Solutions now are presented as the Industrial Solutions segment. The reorganization allows us to further accelerate progress in key strategic areas, and the segment consolidation properly aligns our external reporting with the way the businesses are now managed. We have recast the prior period segment information to conform to the change in the composition of these reportable segments. 

Reclassifications

Reclassifications

We have made certain reclassifications to the 2017 Condensed Consolidated Financial Statements, including those related to the adoption of Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07) and our segment change, with no impact to reported net income in order to conform to the 2018 presentation. See Note 5.

Fair Value Measurement

Fair Value Measurement

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

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

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

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

As of and during the three and nine months ended September 30, 2018 and October 1, 2017, 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).

Cash and Cash Equivalents

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 September 30, 2018, 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.

Contingent Liabilities

Contingent Liabilities

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

Revenue Recognition

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

Subsequent Events

We evaluated subsequent events after the balance sheet date through the financial statement issuance date and did not identify any events that would require disclosure.

New Accounting Pronouncements

Current-Year Adoption of Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which replaced most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We adopted ASU 2014-09 on January 1, 2018, using the modified retrospective method of adoption. Adoption resulted in a $2.6 million, net of tax increase to retained earnings. This adjustment primarily relates to the deferral of costs to obtain a contract that were previously expensed at the beginning of the contract period.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The new guidance addresses how the following eight specific cash flow items are to be presented: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. We adopted ASU 2016-15 on January 1, 2018. The adoption had no material impact on our statement of cash flows for the nine months ended September 30, 2018.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. We adopted ASU 2016-16 on January 1, 2018. The adoption resulted in a $3.0 million and $46.9 million decrease to other current assets and other long-lived assets, respectively, as well as an $18.2 million increase in deferred income tax assets and a $31.7 million decrease to retained earnings on January 1, 2018. The adoption had no material impact on our results of operations.

In March 2017, the FASB issued ASU 2017-07, which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component is eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. We adopted ASU 2017-07 on January 1, 2018, and elected to use the practical expedient related to the retrospective presentation requirements. Adoption resulted in a $0.3 million and $0.9 million increase to operating income for the three and nine months ended October 1, 2017, respectively, but no changes to net income.

Pending Adoption of Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02), a leasing standard for both lessees and lessors that supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under its core principle, a lessee will recognize a right-of-use asset and lease liability on the balance sheet for nearly all leased assets. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019, and early adoption is permitted. We will adopt ASU 2016-02 on January 1, 2019. In July 2018, the FASB issued ASU No. 2018-11 (“ASU 2018-11”), Leases: Targeted Improvements, which provides an additional (and optional) transition method for adopting the new lease standard. Under this transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative effect adjustment to opening retained earnings in the period of adoption. Currently, we plan on adopting the new lease standard using the newly permitted transition method. Furthermore, we plan to elect the following practical expedients and accounting policy elections upon adoption: (i) the package of practical expedients as defined in ASU 2016-02, (ii) the short-term lease accounting policy election, (iii) the practical expedient to not separate non-lease components from lease components, and (iv) the easement practical expedient, which permits an entity to continue applying its current policy for accounting for land easements that existed as of the effective date of ASU 2016-02. Although we anticipate the adoption of ASU 2016-02 will have a material impact on our consolidated balance sheets, we do not expect the adoption to have a material impact on our consolidated statements of income.  We are completing our assessment of the potential impacts of ASU 2016-02 and also implementing changes to our systems and processes.

In August 2017, the FASB issued Accounting Standards Update No. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new guidance better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The new guidance also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The standard is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements and related disclosures.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Act”). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as a period cost are both acceptable methods subject to an accounting policy election. Pending further review of the guidance related to the application of the GILTI provisions and their impact to Belden, we intend to further assess the materiality of the anticipated GILTI inclusion before making a policy election as allowed under current law as of the date of this report.

XML

Revenues (Tables)

9 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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

	Cable & Connectivity		Networking, Software & Security		Total Revenues
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	271,928	$	116,923	$	388,851
Industrial Solutions	162,460		104,463		266,923
Total	$	434,388	$	221,386	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	262,212	$	98,630	$	360,842
Industrial Solutions	160,520		100,383		260,903
Total	$	422,732	$	199,013	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	785,970	$	348,906	$	1,134,876
Industrial Solutions	498,062		297,040		795,102
Total	$	1,284,032	$	645,946	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	751,459	$	272,465	$	1,023,924
Industrial Solutions	466,155		293,680		759,835
Total	$	1,217,614	$	566,145	$	1,783,759

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 September 30, 2018	(In thousands)
Enterprise Solutions	$	254,320	$	72,467	$	62,064	$	388,851
Industrial Solutions	156,334		71,280		39,309		266,923
Total	$	410,654	$	143,747	$	101,373	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	243,223	$	61,270	$	56,349	$	360,842
Industrial Solutions	150,229		72,718		37,956		260,903
Total	$	393,452	$	133,988	$	94,305	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	735,794	$	228,394	$	170,688	$	1,134,876
Industrial Solutions	461,667		217,851		115,584		795,102
Total	$	1,197,461	$	446,245	$	286,272	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	690,568	$	168,947	$	164,409	$	1,023,924
Industrial Solutions	448,675		205,050		106,110		759,835
Total	$	1,139,243	$	373,997	$	270,519	$	1,783,759

The following tables present our revenues disaggregated by products, including software products, and support and services.

	Products		Support & Services		Total Revenues
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	368,389	$	20,462	$	388,851
Industrial Solutions	243,578		23,345		266,923
Total	$	611,967	$	43,807	$	655,774
Three Months Ended October 1, 2017
Enterprise Solutions	$	342,216	$	18,626	$	360,842
Industrial Solutions	235,378		25,525		260,903
Total	$	577,594	$	44,151	$	621,745
Nine Months Ended September 30, 2018
Enterprise Solutions	$	1,080,549	$	54,327	$	1,134,876
Industrial Solutions	723,653		71,449		795,102
Total	$	1,804,202	$	125,776	$	1,929,978
Nine Months Ended October 1, 2017
Enterprise Solutions	$	968,855	$	55,069	$	1,023,924
Industrial Solutions	683,121		76,714		759,835
Total	$	1,651,976	$	131,783	$	1,783,759

XML

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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

Receivables	$	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	73,400
Goodwill	70,654
Deferred income taxes	598
Total assets acquired	$	170,040
Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286
Net assets	$	165,754

The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as of February 8, 2018 (in thousands):

Receivables	$	17,182
Inventory	15,312
Prepaid and other current assets	3,375
Property, plant, and equipment	7,789
Intangible assets	54,100
Goodwill	87,853
Deferred taxes	5,476
Other long-lived assets	2,156
Total assets acquired	$	193,243
Accounts payable	$	11,927
Accrued liabilities	21,614
Deferred revenue	3,924
Long-term debt	19,315
Postretirement benefits	31,343
Other long-term liabilities	591
Total liabilities assumed	$	88,714
Net assets	$	104,529

Schedule of Acquired Intangible Assets

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

	Preliminary Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	62,600	10.0
Customer relationships	6,500		8.0
Trademarks	2,900		10.0
Sales backlog	1,400		0.3
Total intangible assets subject to amortization	$	73,400
Intangible assets not subject to amortization:
Goodwill	$	70,654	n/a
Total intangible assets not subject to amortization	$	70,654
Total intangible assets	$	144,054
Weighted average amortization period			9.6

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

	Preliminary Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	38,100	5.0
Customer relationships	12,300		12.0
Sales backlog	2,000		0.3
Trademarks	1,700		0.9
Total intangible assets subject to amortization	$	54,100
Intangible assets not subject to amortization:
Goodwill	$	87,853	n/a
Total intangible assets not subject to amortization	$	87,853
Total intangible assets	$	141,953
Weighted average amortization period			6.3 years

Schedule of Pro Forma Information

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

	Three Months Ended			Nine Months Ended
	October 1, 2017			October 1, 2017
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	621,745		$	1,792,614
Net income (loss) attributable to Belden common stockholders	(5,128		)	37,097
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.12	)	$	0.87

The following table illustrates the unaudited pro forma effect on operating results as if the SAM acquisition had been completed as of January 1, 2017.

	Three Months Ended					Nine Months Ended
	September 30, 2018		October 1, 2017			September 30, 2018		October 1, 2017
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	659,003	$	644,017		$	1,944,628	$	1,857,885
Net income (loss) attributable to Belden common stockholders	92,769		(24,050		)	126,937		(19,056		)
Diluted income (loss) per share attributable to Belden common stockholders	$	2.13	$	(0.57	)	$	3.08	$	(0.45	)

XML

Operating Segments (Tables)

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Operating Segment Information

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.

	Enterprise Solutions		Industrial Solutions		Total Segments
	(In thousands)
As of and for the three months ended September 30, 2018
Segment revenues	$	392,080	$	266,923	$	659,003
Affiliate revenues	1,776		15		1,791
Segment EBITDA	72,210		53,750		125,960
Depreciation expense	7,092		4,579		11,671
Amortization of intangibles	12,322		13,211		25,533
Amortization of software development intangible assets	620		—		620
Severance, restructuring, and acquisition integration costs	9,528		2,160		11,688
Purchase accounting effects of acquisitions	821		—		821
Deferred revenue adjustments	3,229		—		3,229
Segment assets	766,505		448,626		1,215,131
As of and for the three months ended October 1, 2017
Segment revenues	$	360,842	$	260,903	$	621,745
Affiliate revenues	971		2		973
Segment EBITDA	62,109		55,747		117,856
Depreciation expense	6,828		4,855		11,683
Amortization of intangibles	13,920		13,242		27,162
Severance, restructuring, and acquisition integration costs	9,309		7,370		16,679
Purchase accounting effects of acquisitions	2,922		—		2,922
Segment assets	658,175		400,538		1,058,713
As of and for the nine months ended September 30, 2018
Segment revenues	$	1,142,765	$	795,102	$	1,937,867
Affiliate revenues	4,318		61		4,379
Segment EBITDA	199,943		153,401		353,344
Depreciation expense	21,465		14,097		35,562
Amortization of intangibles	35,301		39,689		74,990
Amortization of software development intangible assets	1,344		—		1,344
Severance, restructuring, and acquisition integration costs	46,949		10,061		57,010
Purchase accounting effects of acquisitions	2,359		—		2,359
Deferred revenue adjustments	7,889		—		7,889
Segment assets	766,505		448,626		1,215,131
As of and for the nine months ended October 1, 2017
Segment revenues	$	1,023,924	$	759,835	$	1,783,759
Affiliate revenues	4,084		51		4,135
Segment EBITDA	168,073		153,675		321,748
Depreciation expense	20,129		14,465		34,594
Amortization of intangibles	38,241		39,703		77,944
Severance, restructuring, and acquisition integration costs	23,701		9,138		32,839
Purchase accounting effects of acquisitions	4,089		—		4,089
Segment assets	658,175		400,538		1,058,713

Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income from Continuing Operations Before Taxes

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

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Total Segment Revenues	$	659,003		$	621,745		$	1,937,867		$	1,783,759
Deferred revenue adjustments (1)	(3,229		)	—			(7,889		)	—
Consolidated Revenues	$	655,774		$	621,745		$	1,929,978		$	1,783,759
Total Segment EBITDA	$	125,960		$	117,856		$	353,344		$	321,748
Gain from patent litigation	62,141			—			62,141			—
Costs related to patent litigation	(2,634		)	—			(2,634		)	—
Amortization of intangibles	(25,533		)	(27,162		)	(74,990		)	(77,944		)
Severance, restructuring, and acquisition integration costs (2)	(11,688		)	(16,679		)	(57,010		)	(32,839		)
Depreciation expense	(11,671		)	(11,683		)	(35,562		)	(34,594		)
Deferred revenue adjustments (1)	(3,229		)	—			(7,889		)	—
Purchase accounting effects related to acquisitions (3)	(821		)	(2,922		)	(2,359		)	(4,089		)
Amortization of software development intangible assets	(620		)	—			(1,344		)	—
Loss on sale of assets	—			—			(94		)	—
Income from equity method investment	—			2,551			—			5,835
Eliminations	(627		)	(845		)	(1,616		)	(2,628		)
Consolidated operating income	131,278			61,116			231,987			175,489
Interest expense, net	(14,472		)	(19,385		)	(46,538		)	(66,424		)
Non-operating pension benefit (cost)	1,356			(325		)	824			(880		)
Loss on debt extinguishment	—			(51,594		)	(22,990		)	(52,441		)
Consolidated income (loss) before taxes	$	118,162		$	(10,188	)	$	163,283		$	55,744

(1) For the three and nine months ended September 30, 2018, our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2) See Note 9, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) For the three and nine months ended September 30, 2018, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the SAM and NT2 acquisitions.

XML

Income per Share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Basis for Income Per Share Computations

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

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Numerator:
Net income	$	85,858		$	945		$	117,220		$	62,417
Less: Net loss attributable to noncontrolling interest	(23		)	(82		)	(148		)	(274		)
Less: Preferred stock dividends	8,732			8,732			26,198			26,198
Net income (loss) attributable to Belden common stockholders for basic income (loss) per share	$	77,149		$	(7,705	)	$	91,170		$	36,493
Plus: Preferred stock dividends	8,732			—			—			—
Net income (loss) attributable to Belden common stockholders for diluted income (loss) per share	$	85,881		$	(7,705	)	$	91,170		$	36,493
Denominator:
Weighted average shares outstanding, basic	40,510			42,256			40,960			42,251
Assumed conversion of preferred stock into common stock	6,857			—			—			—
Effect of dilutive common stock equivalents	311			—			308			412
Weighted average shares outstanding, diluted	47,678			42,256			41,268			42,663

XML

Inventories (Tables)

9 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Major Classes of Inventories

The major classes of inventories were as follows:

	September 30, 2018			December 31, 2017
	(In thousands)
Raw materials	$	164,925		$	133,311
Work-in-process	45,054			35,807
Finished goods	142,297			153,377
Gross inventories	352,276			322,495
Excess and obsolete reserves	(30,082		)	(25,269		)
Net inventories	$	322,194		$	297,226

XML

Severance, Restructuring, and Acquisition Integration Activities (Tables)

9 Months Ended

Sep. 30, 2018

Restructuring and Related Activities [Abstract]

Severance, Restructuring and Integration Costs by Segment

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

	Severance			Other Restructuring and Integration Costs		Total Costs
Three Months Ended September 30, 2018	(In thousands)
Enterprise Solutions	$	(1,283	)	$	10,811	$	9,528
Industrial Solutions	136			2,024		2,160
Total	$	(1,147	)	$	12,835	$	11,688
Three Months Ended October 1, 2017
Enterprise Solutions	$	1,222		$	8,087	$	9,309
Industrial Solutions	712			6,658		7,370
Total	$	1,934		$	14,745	$	16,679
Nine Months Ended September 30, 2018
Enterprise Solutions	$	10,097		$	36,852	$	46,949
Industrial Solutions	378			9,683		10,061
Total	$	10,475		$	46,535	$	57,010
Nine Months Ended October 1, 2017
Enterprise Solutions	$	3,398		$	20,303	$	23,701
Industrial Solutions	865			8,273		9,138
Total	$	4,263		$	28,576	$	32,839

The table below summarizes the significant severance activity that occurred during the year for the Grass Valley and SAM Integration Program described above. The balances are included in accrued liabilities.

	Grass Valley and SAM Integration Program
	(In thousands)
Balance at December 31, 2017	$	—
New charges	456
Cash payments	(50		)
Balance at April 1, 2018	$	406
New charges	10,714
Cash payments	(7,556		)
Foreign currency translation	(4		)
Balance at July 1, 2018	$	3,560
New charges	121
Cash payments	(989		)
Foreign currency translation	(9		)
Other adjustments	(1,531		)
Balance at September 30, 2018	$	1,152

XML

Long-Term Debt and Other Borrowing Arrangements (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Carrying Values of Long-Term Debt and Other Borrowing Arrangements

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

	September 30, 2018			December 31, 2017
	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.875% Senior subordinated notes due 2028	411,110			—
3.375% Senior subordinated notes due 2027	528,570			540,810
4.125% Senior subordinated notes due 2026	234,920			240,360
2.875% Senior subordinated notes due 2025	352,380			360,540
5.25% Senior subordinated notes due 2024	—			200,000
5.50% Senior subordinated notes due 2023	—			242,522
Total senior subordinated notes	1,526,980			1,584,232
Less unamortized debt issuance costs	(23,383		)	(23,484		)
Long-term debt	$	1,503,597		$	1,560,748

XML

Pension and Other Postretirement Obligations (Tables)

9 Months Ended

Sep. 30, 2018

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Costs

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	September 30, 2018			October 1, 2017			September 30, 2018		October 1, 2017
	(In thousands)
Service cost	$	1,717		$	1,206		$	14	$	14
Interest cost	2,011			1,822			257		344
Expected return on plan assets	(4,660		)	(2,487		)	—		—
Amortization of prior service credit	(37		)	(10		)	—		—
Actuarial losses	1,073			633			—		23
Net periodic cost	$	104		$	1,164		$	271	$	381
Nine Months Ended
Service cost	$	3,792		$	3,549		$	40	$	41
Interest cost	5,792			5,391			781		1,000
Expected return on plan assets	(9,688		)	(7,415		)	—		—
Amortization of prior service credit	(59		)	(30		)	—		—
Actuarial losses	2,350			1,866			—		68
Net periodic cost	$	2,187		$	3,361		$	821	$	1,109

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Total Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Nine Months Ended
	September 30, 2018			October 1, 2017			September 30, 2018			October 1, 2017
	(In thousands)
Net income	$	85,858		$	945		$	117,220		$	62,417
Foreign currency translation gain (loss), net of $0.5 million, $1.1 million, $0.7 million, and $1.5 million tax, respectively	(17,904		)	(19,535		)	10,943			(46,478		)
Adjustments to pension and postretirement liability, net of $0.4 million, $0.2 million, $0.9 million, and $0.7 million tax, respectively	637			397			1,409			1,171
Total comprehensive income (loss)	68,591			(18,193		)	129,572			17,110
Less: Comprehensive loss attributable to noncontrolling interest	(29		)	(66		)	(155		)	(306		)
Comprehensive income (loss) attributable to Belden	$	68,620		$	(18,127	)	$	129,727		$	17,416

Components of Other Comprehensive Income (Loss), Net of Tax

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, 2017	$	(69,691	)	$	(28,335	)	$	(98,026	)
Other comprehensive income attributable to Belden before reclassifications	10,950			—			10,950
Amounts reclassified from accumulated other comprehensive income	—			1,409			1,409
Net current period other comprehensive gain attributable to Belden	10,950			1,409			12,359
Balance at September 30, 2018	$	(58,741	)	$	(26,926	)	$	(85,667	)

Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 30, 2018:

	Amount  Reclassified from   Accumulated Other Comprehensive Income			Affected Line  Item in the   Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	2,350		(1)
Prior service credit	(59		)	(1)
Total before tax	2,291
Tax benefit	(882		)
Total net of tax	$	1,409

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 13).

XML

Summary of Significant Accounting Policies - Additional Information (Details)			1 Months Ended		3 Months Ended		9 Months Ended
	Jul. 19, 2018 USD ($)	Jul. 05, 2011 patent	Mar. 31, 2018 USD ($)	Nov. 30, 2016 USD ($)	Sep. 30, 2018 USD ($)	Oct. 01, 2017 USD ($)	Sep. 30, 2018 USD ($) Segment	Oct. 01, 2017 USD ($)	Jan. 01, 2018 USD ($)	Dec. 31, 2017 USD ($)
Significant Accounting Policies [Line Items]
Number of global business platforms | Segment							2
Number of operating segments | Segment							2
Revenues					$ 655,774,000	$ 621,745,000	$ 1,929,978,000	$ 1,783,759,000
Net income					85,858,000	945,000	117,220,000	62,417,000
Gain from patent litigation					62,141,000	0	62,141,000	0
Increase (decrease) in retained earnings					889,189,000		889,189,000			$ 833,610,000
Other current assets					(50,361,000)		(50,361,000)			(40,167,000)
Other long-lived assets					(31,062,000)		(31,062,000)			(65,207,000)
Deferred income taxes					63,853,000		63,853,000			$ 42,549,000
Operating income					131,278,000	61,116,000	231,987,000	175,489,000
Accounting Standards Update 2014-09
Significant Accounting Policies [Line Items]
Revenues					0		0
Increase (decrease) in retained earnings									$ 2,600,000
Accounting Standards Update 2016-16
Significant Accounting Policies [Line Items]
Increase (decrease) in retained earnings									(31,700,000)
Other current assets									3,000,000
Other long-lived assets									46,900,000
Deferred income taxes									$ 18,200,000
Accounting Standards Update 2017-07
Significant Accounting Policies [Line Items]
Operating income						$ 300,000		$ 900,000
PPC | Corning
Significant Accounting Policies [Line Items]
Gain contingency, number of patents allegedly infringed upon | patent		2
Litigation settlement amount			$ 61,800,000	$ 61,300,000
Proceeds from settlement	$ 62,100,000
Enhanced Damages Awarded			$ 23,850,000
Standby Letters of Credit
Significant Accounting Policies [Line Items]
Loss contingency, range of possible loss, portion not accrued					7,300,000		7,300,000
Bank Guaranties
Significant Accounting Policies [Line Items]
Loss contingency, range of possible loss, portion not accrued					3,200,000		3,200,000
Surety Bonds
Significant Accounting Policies [Line Items]
Loss contingency, range of possible loss, portion not accrued					2,300,000		2,300,000
Immaterial Overstatement In Prior Period
Significant Accounting Policies [Line Items]
Revenues					11,800,000		28,300,000
Net income					$ 2,600,000		$ 6,900,000

XML

Revenues - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017	Jan. 01, 2018	Dec. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Increase (decrease) in retained earnings	$ 889,189,000		$ 889,189,000			$ 833,610,000
Decrease in revenues	(655,774,000)	$ (621,745,000)	(1,929,978,000)	$ (1,783,759,000)
Accrued rebates	30,100,000		30,100,000
Accrued returns	9,300,000		9,300,000
Estimated price adjustments, accounts receivable			29,000,000
Contract with customer, deferred revenues	90,800,000		90,800,000		$ 104,400,000
Contract with customer, deferred revenues, current	78,500,000		78,500,000
Contract with customer, deferred revenues, noncurrent	12,300,000		12,300,000
Contract with customer, revenue recognized	50,800,000		149,400,000
Deferred sales commission	2,300,000		2,300,000
Sales commissions	5,900,000		18,400,000
Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Increase (decrease) in retained earnings					$ 2,600,000
Decrease in revenues	$ 0		$ 0

XML

Revenues - Major Product Category (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 655,774	$ 621,745	$ 1,929,978	$ 1,783,759
Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	388,851	360,842	1,134,876	1,023,924
Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	266,923	260,903	795,102	759,835
Cable & Connectivity
Disaggregation of Revenue [Line Items]
Revenues	434,388	422,732	1,284,032	1,217,614
Cable & Connectivity | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	271,928	262,212	785,970	751,459
Cable & Connectivity | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	162,460	160,520	498,062	466,155
Networking, Software & Security
Disaggregation of Revenue [Line Items]
Revenues	221,386	199,013	645,946	566,145
Networking, Software & Security | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	116,923	98,630	348,906	272,465
Networking, Software & Security | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	$ 104,463	$ 100,383	$ 297,040	$ 293,680

XML

Revenues - Location of Customer (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 655,774	$ 621,745	$ 1,929,978	$ 1,783,759
Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	388,851	360,842	1,134,876	1,023,924
Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	266,923	260,903	795,102	759,835
Americas
Disaggregation of Revenue [Line Items]
Revenues	410,654	393,452	1,197,461	1,139,243
Americas | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	254,320	243,223	735,794	690,568
Americas | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	156,334	150,229	461,667	448,675
EMEA
Disaggregation of Revenue [Line Items]
Revenues	143,747	133,988	446,245	373,997
EMEA | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	72,467	61,270	228,394	168,947
EMEA | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	71,280	72,718	217,851	205,050
APAC
Disaggregation of Revenue [Line Items]
Revenues	101,373	94,305	286,272	270,519
APAC | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	62,064	56,349	170,688	164,409
APAC | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	$ 39,309	$ 37,956	$ 115,584	$ 106,110

XML

Revenues - Products and Services (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 655,774	$ 621,745	$ 1,929,978	$ 1,783,759
Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	388,851	360,842	1,134,876	1,023,924
Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	266,923	260,903	795,102	759,835
Products
Disaggregation of Revenue [Line Items]
Revenues	611,967	577,594	1,804,202	1,651,976
Products | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	368,389	342,216	1,080,549	968,855
Products | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	243,578	235,378	723,653	683,121
Support & Services
Disaggregation of Revenue [Line Items]
Revenues	43,807	44,151	125,776	131,783
Support & Services | Enterprise Solutions
Disaggregation of Revenue [Line Items]
Revenues	20,462	18,626	54,327	55,069
Support & Services | Industrial Solutions
Disaggregation of Revenue [Line Items]
Revenues	$ 23,345	$ 25,525	$ 71,449	$ 76,714

XML

Acquisitions - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	Apr. 25, 2018	Feb. 08, 2018	May 31, 2017	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Business Acquisition [Line Items]
Severance, restructuring, and acquisition integration costs				$ 11,688,000	$ 16,679,000	$ 57,010,000	$ 32,839,000
Amortization of intangibles				25,533,000	27,162,000	74,990,000	77,944,000
Net-Tech Technology, Inc.
Business Acquisition [Line Items]
Percentage of outstanding shares acquired	100.00%
Acquisition price	$ 8,500,000
Snell Advanced Media
Business Acquisition [Line Items]
Percentage of outstanding shares acquired		100.00%
Acquisition price		$ 104,500,000
Maximum earnout consideration		31,400,000
Estimated earnout consideration		29,300,000
Long-term debt		19,315,000
Receivables		17,182,000
Tax basis in acquired goodwill		$ 0
Revenue of acquiree				25,300,000		77,200,000
Severance, restructuring, and acquisition integration costs				7,100,000		36,600,000
Amortization of intangibles				3,700,000		8,700,000
Inventory adjustment				600,000		1,800,000
Snell Advanced Media | Acquisition-related Costs
Business Acquisition [Line Items]
Severance, restructuring, and acquisition integration costs					7,100,000		36,600,000
Amortization of intangibles					200,000		2,000,000
Inventory adjustment					$ 200,000		$ 1,700,000
Thinklogical Holdings LLC
Business Acquisition [Line Items]
Percentage of outstanding shares acquired		100.00%
Acquisition price			$ 165,800,000
Receivables			4,355,000
Tax basis in acquired goodwill			$ 43,300,000
Revenue of acquiree				15,200,000		32,600,000
Loss before taxes of acquiree				(2,600,000)		500,000
Severance, restructuring, and acquisition integration costs						500,000
Amortization of intangibles				$ 3,200,000		$ 9,500,000
Business acquisition, goodwill, tax deductible period						15 years

XML

Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Feb. 08, 2018	Dec. 31, 2017	May 31, 2017
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Goodwill	$ 1,554,830		$ 1,478,257
Snell Advanced Media
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Receivables		$ 17,182
Inventory		15,312
Prepaid and other current assets		3,375
Property, plant, and equipment		7,789
Intangible assets		54,100
Goodwill		87,853
Deferred taxes		5,476
Other long-lived assets		2,156
Total assets acquired		193,243
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts payable		11,927
Accrued liabilities		21,614
Deferred revenue		3,924
Long-term debt		19,315
Postretirement benefits		31,343
Other long-term liabilities		591
Total liabilities assumed		88,714
Net assets		$ 104,529
Thinklogical Holdings LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Receivables				$ 4,355
Inventory				16,424
Prepaid and other current assets				320
Property, plant, and equipment				4,289
Intangible assets				73,400
Goodwill				70,654
Deferred income taxes				598
Total assets acquired				170,040
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts payable				1,231
Accrued liabilities				1,353
Deferred revenue				1,702
Total liabilities assumed				4,286
Net assets				$ 165,754

XML

Acquisitions - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Feb. 08, 2018	May 31, 2017
Snell Advanced Media
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 54,100
Total intangible assets not subject to amortization	87,853
Total intangible assets	$ 141,953
Amortization Period	6 years 3 months 20 days
Snell Advanced Media | Goodwill
Business Acquisition [Line Items]
Total intangible assets not subject to amortization	$ 87,853
Snell Advanced Media | Developed technologies
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 38,100
Amortization Period	5 years
Snell Advanced Media | Customer relationships
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 12,300
Amortization Period	12 years
Snell Advanced Media | Sales backlog
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 2,000
Amortization Period	3 months 18 days
Snell Advanced Media | Trademarks
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 1,700
Amortization Period	11 months
Thinklogical Holdings LLC
Business Acquisition [Line Items]
Total intangible assets subject to amortization		$ 73,400
Total intangible assets not subject to amortization		70,654
Total intangible assets		$ 144,054
Amortization Period		9 years 7 months 6 days
Thinklogical Holdings LLC | Goodwill
Business Acquisition [Line Items]
Total intangible assets not subject to amortization		$ 70,654
Thinklogical Holdings LLC | Developed technologies
Business Acquisition [Line Items]
Total intangible assets subject to amortization		$ 62,600
Amortization Period		10 years
Thinklogical Holdings LLC | Customer relationships
Business Acquisition [Line Items]
Total intangible assets subject to amortization		$ 6,500
Amortization Period		8 years
Thinklogical Holdings LLC | Sales backlog
Business Acquisition [Line Items]
Total intangible assets subject to amortization		$ 1,400
Amortization Period		3 months 19 days
Thinklogical Holdings LLC | Trademarks
Business Acquisition [Line Items]
Total intangible assets subject to amortization		$ 2,900
Amortization Period		10 years

XML

Acquisitions - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Snell Advanced Media
Business Acquisition [Line Items]
Revenues	$ 659,003	$ 644,017	$ 1,944,628	$ 1,857,885
Net income (loss) attributable to Belden common stockholders	$ 92,769	$ (24,050)	$ 126,937	$ (19,056)
Diluted income (loss) per share attributable to Belden common stockholders (in usd per share)	$ 2.13	$ (0.57)	$ 3.08	$ (0.45)
Thinklogical Holdings LLC
Business Acquisition [Line Items]
Revenues		$ 621,745		$ 1,792,614
Net income (loss) attributable to Belden common stockholders		$ (5,128)		$ 37,097
Diluted income (loss) per share attributable to Belden common stockholders (in usd per share)		$ (0.12)		$ 0.87

XML

Disposals - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Hirschmann Jv | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposition, sales price		$ 40.2
Previously Closed Operating Facility | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposition, sales price	$ 1.5
Gain on disposal	$ 0.6

XML

Operating Segments - Additional Information (Details)	9 Months Ended
	Sep. 30, 2018 Segment
Segment Reporting [Abstract]
Number of global business platforms	2

XML

Operating Segments - Operating Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017	Dec. 31, 2017
Segment Reporting Information [Line Items]
Depreciation expense	$ 11,700	$ 11,700	$ 35,600	$ 34,600
Amortization of intangibles	25,533	27,162	74,990	77,944
Severance, restructuring, and acquisition integration costs	11,688	16,679	57,010	32,839
Segment assets	3,714,912		3,714,912		$ 3,840,613
Enterprise Solutions
Segment Reporting Information [Line Items]
Severance, restructuring, and acquisition integration costs	9,528	9,309	46,949	23,701
Industrial Solutions
Segment Reporting Information [Line Items]
Severance, restructuring, and acquisition integration costs	2,160	7,370	10,061	9,138
Reportable Segment
Segment Reporting Information [Line Items]
Segment revenues	659,003	621,745	1,937,867	1,783,759
Affiliate revenues	1,791	973	4,379	4,135
Segment EBITDA	125,960	117,856	353,344	321,748
Depreciation expense	11,671	11,683	35,562	34,594
Amortization of intangibles	25,533	27,162	74,990	77,944
Amortization of software development intangible assets	620	0	1,344	0
Severance, restructuring, and acquisition integration costs	11,688	16,679	57,010	32,839
Purchase accounting effects of acquisitions	821	2,922	2,359	4,089
Deferred revenue adjustments	3,229	0	7,889	0
Segment assets	1,215,131	1,058,713	1,215,131	1,058,713
Reportable Segment | Enterprise Solutions
Segment Reporting Information [Line Items]
Segment revenues	392,080	360,842	1,142,765	1,023,924
Affiliate revenues	1,776	971	4,318	4,084
Segment EBITDA	72,210	62,109	199,943	168,073
Depreciation expense	7,092	6,828	21,465	20,129
Amortization of intangibles	12,322	13,920	35,301	38,241
Amortization of software development intangible assets	620		1,344
Severance, restructuring, and acquisition integration costs	9,528	9,309	46,949	23,701
Purchase accounting effects of acquisitions	821	2,922	2,359	4,089
Deferred revenue adjustments	3,229		7,889
Segment assets	766,505	658,175	766,505	658,175
Reportable Segment | Industrial Solutions
Segment Reporting Information [Line Items]
Segment revenues	266,923	260,903	795,102	759,835
Affiliate revenues	15	2	61	51
Segment EBITDA	53,750	55,747	153,401	153,675
Depreciation expense	4,579	4,855	14,097	14,465
Amortization of intangibles	13,211	13,242	39,689	39,703
Amortization of software development intangible assets	0		0
Severance, restructuring, and acquisition integration costs	2,160	7,370	10,061	9,138
Purchase accounting effects of acquisitions	0	0	0	0
Deferred revenue adjustments	0		0
Segment assets	$ 448,626	$ 400,538	$ 448,626	$ 400,538

XML

Operating Segments - Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income from Continuing Operations Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Consolidated Revenues	$ 655,774	$ 621,745	$ 1,929,978	$ 1,783,759
Gain from patent litigation	(62,141)	0	(62,141)	0
Amortization of intangibles	(25,533)	(27,162)	(74,990)	(77,944)
Severance, restructuring, and acquisition integration costs	(11,688)	(16,679)	(57,010)	(32,839)
Depreciation expense	(11,700)	(11,700)	(35,600)	(34,600)
Operating income	131,278	61,116	231,987	175,489
Interest expense, net	(14,472)	(19,385)	(46,538)	(66,424)
Non-operating pension benefit (cost)	1,356	(325)	824	(880)
Loss on debt extinguishment	0	(51,594)	(22,990)	(52,441)
Income before taxes	118,162	(10,188)	163,283	55,744
Reportable Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total Segment Revenues	659,003	621,745	1,937,867	1,783,759
Deferred revenue adjustments	(3,229)	0	(7,889)	0
Consolidated Revenues	655,774	621,745	1,929,978	1,783,759
Total Segment EBITDA	125,960	117,856	353,344	321,748
Gain from patent litigation	62,141	0	62,141	0
Costs related to patent litigation	(2,634)	0	(2,634)	0
Amortization of intangibles	(25,533)	(27,162)	(74,990)	(77,944)
Severance, restructuring, and acquisition integration costs	(11,688)	(16,679)	(57,010)	(32,839)
Depreciation expense	(11,671)	(11,683)	(35,562)	(34,594)
Purchase accounting effects related to acquisitions	(821)	(2,922)	(2,359)	(4,089)
Amortization of software development intangible assets	(620)	0	(1,344)	0
Loss on sale of assets	0	0	(94)	0
Income from equity method investment	0	2,551	0	5,835
Eliminations
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income	$ (627)	$ (845)	$ (1,616)	$ (2,628)

XML

Income Per Share - Basis for Income Per Share Computations (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Numerator:
Net income	$ 85,858	$ 945	$ 117,220	$ 62,417
Less: Net loss attributable to noncontrolling interest	(23)	(82)	(148)	(274)
Less: Preferred stock dividends	8,732	8,732	26,198	26,198
Net income (loss) attributable to Belden common stockholders	77,149	(7,705)	91,170	36,493
Plus: Preferred stock dividends	8,732	0	0	0
Net income (loss) attributable to Belden common stockholders for diluted income (loss) per share	$ 85,881	$ (7,705)	$ 91,170	$ 36,493
Denominator:
Weighted average shares outstanding, basic (in shares)	40,510	42,256	40,960	42,251
Assumed conversion of preferred stock into common stock (in shares)	6,857	0	0	0
Effect of dilutive common stock equivalents (in shares)	311	0	308	412
Weighted average shares outstanding, diluted (in shares)	47,678	42,256	41,268	42,663

XML

Income Per Share - Additional Information (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from diluted weighted average shares outstanding (in shares)	900	900	800	500
Anti-dilutive shares excluded from diluted weighted average shares outstanding due to performance conditions not being met (in shares)	300	200	200	200
Weighted Average Number Diluted Shares Outstanding Adjustment	311	0	308	412
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from diluted weighted average shares outstanding (in shares)		6,800	6,900	6,900

XML

Inventories - Major Classes of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 164,925	$ 133,311
Work-in-process	45,054	35,807
Finished goods	142,297	153,377
Gross inventories	352,276	322,495
Excess and obsolete reserves	(30,082)	(25,269)
Net inventories	$ 322,194	$ 297,226

XML

Long-Lived Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 11.7	$ 11.7	$ 35.6	$ 34.6
Amortization of intangible assets	$ 26.2	$ 27.2	$ 76.3	$ 77.9

XML

Severance, Restructuring and Acquisition Integration Activities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		28 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs	$ 11,688	$ 16,679	$ 57,010	$ 32,839
Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring and integration cost payable period			60 days
Cost of Sales
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs	4,800	12,400	$ 21,400	26,500
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs	6,400	4,200	30,300	6,200
Research and Development
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs	500	100	5,300	100
Grass Valley And SAM Integration Program
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs	7,100		36,600
Additional severance and restructuring costs	12,000		12,000		$ 12,000
Industrial Manufacturing Footprint Program
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs	$ 4,300	$ 11,400	$ 15,800	$ 25,300	$ 64,100

XML

Severance, Restructuring and Acquisition Integration Activities - Severance, Restructuring and Integration Costs by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Restructuring Cost and Reserve [Line Items]
Total Costs	$ 11,688	$ 16,679	$ 57,010	$ 32,839
Enterprise Solutions
Restructuring Cost and Reserve [Line Items]
Total Costs	9,528	9,309	46,949	23,701
Industrial Solutions
Restructuring Cost and Reserve [Line Items]
Total Costs	2,160	7,370	10,061	9,138
Employee Severance
Restructuring Cost and Reserve [Line Items]
Severance Costs	(1,147)	1,934	10,475	4,263
Employee Severance | Enterprise Solutions
Restructuring Cost and Reserve [Line Items]
Severance Costs	(1,283)	1,222	10,097	3,398
Employee Severance | Industrial Solutions
Restructuring Cost and Reserve [Line Items]
Severance Costs	136	712	378	865
Other Than Severance Costs Restructuring And Integration Costs
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	12,835	14,745	46,535	28,576
Other Than Severance Costs Restructuring And Integration Costs | Enterprise Solutions
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	10,811	8,087	36,852	20,303
Other Than Severance Costs Restructuring And Integration Costs | Industrial Solutions
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	$ 2,024	$ 6,658	$ 9,683	$ 8,273

XML

Severance, Restructuring, and Acquisition Integration Activities Severance, Restructuring and Acquisition Integration Activities - Accrued Severance (Details) - Employee Severance - Enterprise Solutions - Grass Valley And SAM Integration Program - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2018	Jul. 01, 2018	Apr. 01, 2018
Restructuring Reserve [Roll Forward]
Balance, beginning of period	$ 3,560	$ 406	$ 0
New charges	121	10,714	456
Cash payments	(989)	(7,556)	(50)
Foreign currency translation	(9)	(4)
Other adjustments	(1,531)
Balance, end of period	$ 1,152	$ 3,560	$ 406

XML

Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total senior subordinated notes	$ 1,526,980,000	$ 1,584,232,000
Less unamortized debt issuance costs	(23,383,000)	(23,484,000)
Long-term debt	1,503,597,000	1,560,748,000
Revolving credit agreement due 2022
Debt Instrument [Line Items]
Revolving credit agreement due 2022	0	0
3.875% Senior subordinated notes due 2028
Debt Instrument [Line Items]
Total senior subordinated notes	$ 411,110,000	$ 0
Senior subordinated notes interest rate	3.875%	3.875%
3.375% Senior subordinated notes due 2027
Debt Instrument [Line Items]
Total senior subordinated notes	$ 528,570,000	$ 540,810,000
Senior subordinated notes interest rate	3.375%	3.375%
4.125% Senior subordinated notes due 2026
Debt Instrument [Line Items]
Total senior subordinated notes	$ 234,920,000	$ 240,360,000
Senior subordinated notes interest rate	4.125%	4.125%
2.875% Senior subordinated notes due 2025
Debt Instrument [Line Items]
Total senior subordinated notes	$ 352,380,000	$ 360,540,000
Senior subordinated notes interest rate	2.875%	2.875%
5.25% Senior subordinated notes due 2024
Debt Instrument [Line Items]
Total senior subordinated notes	$ 0	$ 200,000,000
Senior subordinated notes interest rate	5.25%	5.25%
5.50% Senior subordinated notes due 2023
Debt Instrument [Line Items]
Total senior subordinated notes	$ 0	$ 242,522,000
Senior subordinated notes interest rate	5.50%	5.50%

XML

Long-Term Debt and Other Borrowing Arrangements - Additional Information (Details)		1 Months Ended				3 Months Ended		9 Months Ended
	May 16, 2017 USD ($)	Apr. 30, 2018 USD ($)	Apr. 30, 2018 EUR (€)	Mar. 31, 2018 USD ($)	Mar. 31, 2018 EUR (€)	Sep. 30, 2018 USD ($)	Oct. 01, 2017 USD ($)	Sep. 30, 2018 USD ($)	Oct. 01, 2017 USD ($)	Sep. 30, 2018 EUR (€)	Mar. 31, 2018 EUR (€)	Feb. 28, 2018 USD ($)	Feb. 28, 2018 EUR (€)	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Senior subordinated notes						$ 1,526,980,000		$ 1,526,980,000						$ 1,584,232,000
Loss on debt extinguishment						0	$ 51,594,000	22,990,000	$ 52,441,000
Senior Subordinated Notes
Debt Instrument [Line Items]
Fair value of debt instrument						1,526,900,000		1,526,900,000
Revolving credit agreement due 2022
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 400,000,000
Commitment fee percentage	0.25%
Fixed charge coverage, minimum threshold (as a percent)	90.00%
Borrowings outstanding						0		0						$ 0
Available borrowing capacity						$ 359,800,000		$ 359,800,000
Revolving credit agreement due 2022 | Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (as a percent)	1.25%
Revolving credit agreement due 2022 | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (as a percent)	1.75%
3.875% Senior subordinated notes due 2028
Debt Instrument [Line Items]
Senior subordinated notes interest rate						3.875%		3.875%		3.875%				3.875%
Senior subordinated notes						$ 411,110,000		$ 411,110,000						$ 0
3.875% Senior subordinated notes due 2028 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes				$ 431,300,000.0							€ 350,000,000.0
Senior subordinated notes interest rate				3.875%							3.875%
Fees incurred to creditors and third parties				$ 7,500,000
3.375% Senior subordinated notes due 2027
Debt Instrument [Line Items]
Senior subordinated notes interest rate						3.375%		3.375%		3.375%				3.375%
Senior subordinated notes						$ 528,570,000		$ 528,570,000						$ 540,810,000
3.375% Senior subordinated notes due 2027 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes | €										€ 450,000,000
Senior subordinated notes interest rate						3.375%		3.375%		3.375%
4.125% Senior subordinated notes due 2026
Debt Instrument [Line Items]
Senior subordinated notes interest rate						4.125%		4.125%		4.125%				4.125%
Senior subordinated notes						$ 234,920,000		$ 234,920,000						$ 240,360,000
4.125% Senior subordinated notes due 2026 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes | €										€ 200,000,000
2.875% Senior subordinated notes due 2025
Debt Instrument [Line Items]
Senior subordinated notes interest rate						2.875%		2.875%		2.875%				2.875%
Senior subordinated notes						$ 352,380,000		$ 352,380,000						$ 360,540,000
2.875% Senior subordinated notes due 2025 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes | €										€ 300,000,000
Senior subordinated notes interest rate						2.875%		2.875%		2.875%
Fair value of debt instrument						$ 352,400,000		$ 352,400,000
5.25% Senior subordinated notes due 2024
Debt Instrument [Line Items]
Senior subordinated notes interest rate						5.25%		5.25%		5.25%				5.25%
Senior subordinated notes						$ 0		$ 0						$ 200,000,000
5.25% Senior subordinated notes due 2024 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes												$ 200,000,000
Senior subordinated notes interest rate						5.25%		5.25%		5.25%
Debt repurchased				188,700,000
Repayments of debt		$ 11,900,000		199,800,000
Loss on debt extinguishment		800,000		13,800,000
5.50% Senior subordinated notes due 2023
Debt Instrument [Line Items]
Senior subordinated notes interest rate						5.50%		5.50%		5.50%				5.50%
Senior subordinated notes						$ 0		$ 0						$ 242,522,000
5.50% Senior subordinated notes due 2023 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes | €													€ 200,000,000
Senior subordinated notes interest rate						5.50%		5.50%		5.50%
Debt repurchased | €											€ 143,100,000
Repayments of debt		71,600,000	€ 58,500,000	182,100,000	€ 147,800,000
Loss on debt extinguishment		$ 2,200,000		$ 6,200,000

XML

Net Investment Hedge (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency translation adjustment	$ (17,904)	$ (19,535)	$ 10,943	$ (46,478)
Senior Subordinate Notes
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency translation adjustment			$ 46,300
Senior Subordinate Notes | 4.125% Senior subordinated notes due 2026
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency translation adjustment				$ 25,300

XML

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Operating Loss Carryforwards [Line Items]
Income tax (benefit) expense	$ 32,304	$ (11,133)	$ 46,063	$ (6,673)
Effective tax rate	27.30%	109.30%	28.20%	(12.00%)
Recognition of unrecognized tax benefit resulting from prior uncertain tax positions			$ 1,200
Income tax expense related to debt refinance			1,800
Tax Cuts and Jobs Act of 2017, income tax expense	$ 3,800		4,300
Income tax benefit from implementing a foreign tax credit planning strategy	$ 3,300	$ 2,500	$ 4,400	$ 8,400
Foreign tax expense recognized		1,400		$ 8,400
Federal statutory income tax rate (as a percent)				35.00%
Income tax benefit from non-taxable currency translation gains		6,400		$ 11,700
Effective rate impact, other		$ 2,600		$ 2,300
GERMANY
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate (as a percent)				28.00%
CANADA
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate (as a percent)				26.00%
NETHERLANDS
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate (as a percent)				25.00%

XML

Pension and Other Postretirement Obligations - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Pension Obligations
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,717	$ 1,206	$ 3,792	$ 3,549
Interest cost	2,011	1,822	5,792	5,391
Expected return on plan assets	(4,660)	(2,487)	(9,688)	(7,415)
Amortization of prior service credit	(37)	(10)	(59)	(30)
Actuarial losses	1,073	633	2,350	1,866
Net periodic cost	104	1,164	2,187	3,361
Other Postretirement Obligations
Defined Benefit Plan Disclosure [Line Items]
Service cost	14	14	40	41
Interest cost	257	344	781	1,000
Expected return on plan assets	0	0	0	0
Amortization of prior service credit	0	0	0	0
Actuarial losses	0	23	0	68
Net periodic cost	$ 271	$ 381	$ 821	$ 1,109

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 01, 2017	Sep. 30, 2018	Oct. 01, 2017
Equity [Abstract]
Net income	$ 85,858	$ 945	$ 117,220	$ 62,417
Foreign currency translation gain (loss), net of $0.5 million, $1.1 million, $0.7 million, and $1.5 million tax, respectively	(17,904)	(19,535)	10,943	(46,478)
Adjustments to pension and postretirement liability, net of $0.4 million, $0.2 million, $0.9 million, and $0.7 million tax, respectively	637	397	1,409	1,171
Total comprehensive income (loss)	68,591	(18,193)	129,572	17,110
Less: Comprehensive loss attributable to noncontrolling interest	(29)	(66)	(155)	(306)
Comprehensive income (loss) attributable to Belden	68,620	(18,127)	129,727	17,416
Foreign currency translation, tax income (loss)	500	1,100	700	1,500
Adjustments to pension and postretirement liability, tax	$ 400	$ 200	$ 900	$ 700

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss), Net of Tax (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 1,434,866
Other comprehensive loss, net of tax	12,352
Ending balance	1,390,302
Foreign Currency Translation Component
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(69,691)
Other comprehensive income attributable to Belden before reclassifications	10,950
Amounts reclassified from accumulated other comprehensive income	0
Other comprehensive loss, net of tax	10,950
Ending balance	(58,741)
Pension and Other Postretirement Benefit Plans
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(28,335)
Other comprehensive income attributable to Belden before reclassifications	0
Amounts reclassified from accumulated other comprehensive income	1,409
Other comprehensive loss, net of tax	1,409
Ending balance	(26,926)
Accumulated Other Comprehensive Income (Loss)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(98,026)
Other comprehensive income attributable to Belden before reclassifications	10,950
Amounts reclassified from accumulated other comprehensive income	1,409
Other comprehensive loss, net of tax	12,359
Ending balance	$ (85,667)

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Pension and Other Postretirement Benefit Plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total net of tax	$ (1,409)
Reclassification out of Accumulated Other Comprehensive Income | Actuarial losses
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	2,350
Reclassification out of Accumulated Other Comprehensive Income | Prior service credit
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	(59)
Reclassification out of Accumulated Other Comprehensive Income | Pension and Other Postretirement Benefit Plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	2,291
Tax benefit	(882)
Total net of tax	$ 1,409

XML

Preferred Stock (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 15, 2019 shares	Sep. 30, 2018 USD ($)	Oct. 01, 2017 USD ($)	Sep. 30, 2018 USD ($)	Oct. 01, 2017 USD ($)	Dec. 31, 2016 USD ($) trading_day $ / shares shares
Class of Stock [Line Items]
Preferred stock dividends | $		$ 8,732	$ 8,732	$ 26,198	$ 26,198
Depository Shares
Class of Stock [Line Items]
Depository shares issued (in shares)						5,200,000
Interest in preferred stock per depository share						0.01
Six Point Seven Five Percentage Series B Mandatory Convertible Preferred Stock
Class of Stock [Line Items]
Percentage of issued shares						6.75%
Offering price per share (in usd per share) | $ / shares						$ 100
Threshold trading day period | trading_day						20
Proceeds from offering, net | $						$ 501,000
Six Point Seven Five Percentage Series B Mandatory Convertible Preferred Stock | Scenario, Forecast | Minimum
Class of Stock [Line Items]
Preferred stock converted in to common stock (in shares)	120.46
Number of common stock issued upon conversion (in shares)	6,200,000
Six Point Seven Five Percentage Series B Mandatory Convertible Preferred Stock | Scenario, Forecast | Maximum
Class of Stock [Line Items]
Preferred stock converted in to common stock (in shares)	132.50
Number of common stock issued upon conversion (in shares)	6,900,000

XML

Share Repurchases (Details) - USD ($) $ / shares in Units, shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	May 25, 2017
Text Block [Abstract]
Number of shares authorized for repurchase under the share repurchase program			$ 200,000,000
Shares repurchased	0.3	1.8
Value of shares repurchased	$ 25,000,000	$ 125,000,000
Treasury stock acquired, average cost per share (in usd per share)	$ 72.62	$ 70.13