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 June 30, 2013

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.)

7733 Forsyth Boulevard, Suite 800

St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

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

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Smaller reporting company ¨

As of August 2, 2013, the Registrant had 43,601,317 outstanding shares of common stock.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2013			December 31, 2012
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	476,201		$	395,095
Receivables, net		326,413			300,864
Inventories, net		209,691			215,282
Income tax receivable		20,382			—
Deferred income taxes		22,718			19,885
Other current assets		21,786			28,456
Total current assets		1,077,191			959,582
Property, plant and equipment, less accumulated depreciation		299,838			307,048
Goodwill		772,014			778,708
Intangible assets, less accumulated amortization		400,330			428,273
Deferred income taxes		40,098			46,970
Other long-lived assets		75,173			64,002
	$	2,664,644		$	2,584,583
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	190,531		$	183,672
Accrued liabilities		162,275			166,272
Current maturities of long-term debt		23,810			15,678
Current liabilities of discontinued operations		—			86,860
Total current liabilities		376,616			452,482
Long-term debt		1,307,104			1,135,527
Postretirement benefits		139,573			144,320
Other long-term liabilities		46,039			40,394
Stockholders’ equity:
Preferred stock		—			—
Common stock		503			503
Additional paid-in capital		587,029			598,180
Retained earnings		509,041			461,756
Accumulated other comprehensive loss		(43,460	)		(30,565	)
Treasury stock		(257,801	)		(218,014	)
Total stockholders’ equity		795,312			811,860
	$	2,664,644		$	2,584,583

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

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BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands, except per share data)
Revenues	$	529,491		$	458,218		$	1,036,964		$	897,818
Cost of sales		(350,295	)		(313,570	)		(690,415	)		(620,371	)
Gross profit		179,196			144,648			346,549			277,447
Selling, general and administrative expenses		(93,503	)		(76,342	)		(185,485	)		(157,864	)
Research and development		(20,931	)		(14,814	)		(41,356	)		(28,622	)
Amortization of intangibles		(13,105	)		(2,415	)		(26,082	)		(5,499	)
Income from equity method investment		2,256			1,960			4,527			4,701
Operating income		53,913			53,037			98,153			90,163
Interest expense		(18,345	)		(12,499	)		(34,250	)		(24,418	)
Interest income		149			211			257			562
Income from continuing operations before taxes		35,717			40,749			64,160			66,307
Income tax expense		(6,225	)		(1,044	)		(12,423	)		(6,863	)
Income from continuing operations		29,492			39,705			51,737			59,444
Income from discontinued operations, net of tax		—			2,685			—			7,221
Net income	$	29,492		$	42,390		$	51,737		$	66,665
Weighted average number of common shares and equivalents:
Basic		43,928			45,526			44,173			45,720
Diluted		44,790			46,305			45,107			46,623
Basic income per share:
Continuing operations	$	0.67		$	0.87		$	1.17		$	1.30
Discontinued operations		—			0.06			—			0.16
Net income	$	0.67		$	0.93		$	1.17		$	1.46
Diluted income per share:
Continuing operations	$	0.66		$	0.86		$	1.15		$	1.28
Discontinued operations		—			0.06			—			0.15
Net income	$	0.66		$	0.92		$	1.15		$	1.43
Comprehensive income	$	23,950		$	14,152		$	38,842		$	49,053
Dividends declared per share	$	0.05		$	0.05		$	0.10		$	0.10

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

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BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Six Months Ended
	June 30, 2013			July 1, 2012
	(In thousands)
Cash flows from operating activities:
Net income	$	51,737		$	66,665
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		47,787			23,659
Share-based compensation		7,366			6,339
Pension funding less than pension expense		1,723			883
Provision for inventory obsolescence		963			3,056
Deferred income tax benefit		(897	)		(10,368	)
Income from equity method investment		(4,527	)		(4,701	)
Tax benefit related to share-based compensation		(5,362	)		(3,909	)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables		(43,370	)		(27,553	)
Inventories		6,312			13,418
Accounts payable		5,500			(10,823	)
Accrued liabilities		(1,854	)		(23,754	)
Accrued taxes		(85,769	)		3,566
Other assets		232			(1,832	)
Other liabilities		3,659			(4,084	)
Net cash provided by (used for) operating activities		(16,500	)		30,562
Cash flows from investing activities:
Capital expenditures		(20,266	)		(21,753	)
Cash used to acquire businesses, net of cash acquired		(9,979	)		(587	)
Proceeds from disposal of tangible assets		3,136			353
Proceeds from disposal of business		3,735			—
Net cash used for investing activities		(23,374	)		(21,987	)
Cash flows from financing activities:
Borrowings under credit arrangements		388,220			—
Payments under borrowing arrangements		(197,191	)		(600	)
Payments under share repurchase program		(62,500	)		(50,000	)
Debt issuance costs paid		(7,817	)		—
Cash dividends paid		(2,310	)		(4,712	)
Proceeds (payments) from exercise of stock options, net of withholding tax payments		(1,186	)		2,198
Proceeds from settlement of derivatives		—			2,733
Tax benefit related to share-based compensation		5,362			3,909
Net cash provided by (used for) financing activities		122,578			(46,472	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		(1,598	)		(7,541	)
Increase (decrease) in cash and cash equivalents		81,106			(45,438	)
Cash and cash equivalents, beginning of period		395,095			382,716
Cash and cash equivalents, end of period	$	476,201		$	337,278

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

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BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

SIX MONTHS ENDED JUNE 30, 2013

(Unaudited)

																	Accumulated Other
																	Comprehensive Income (Loss)
					Additional Paid-In Capital												Foreign Currency Translation Component			Pension  and Other Postretirement Benefit Plans			Total
	Common Stock							Retained Earnings			Treasury Stock
	Shares		Amount								Shares			Amount
	(In thousands)
Balance at December 31, 2012		50,335	$	503	$	598,180		$	461,756			(6,167	)	$	(218,014	)	$	28,516		$	(59,081	)	$	811,860
Net income		—		—		—			51,737			—			—			—			—			51,737
Foreign currency translation		—		—		—			—			—			—			(15,269	)		—			(15,269	)
Amortization of pension and other postretirement benefit plan losses, net of $1.5 million tax		—		—		—			—			—			—			—			2,374			2,374
Exercise of stock options, net of tax withholding		—		—		(16,867	)		—			490			18,516			—			—			1,649
Conversion of restricted stock units into common stock, net of tax withholding		—		—		(7,012	)		—			120			4,197			—			—			(2,815	)
Share repurchase program		—		—		—			—			(1,197	)		(62,500	)		—			—			(62,500	)
Share-based compensation		—		—		12,728			—			—			—			—			—			12,728
Dividends ($0.10 per share)		—		—		—			(4,452	)		—			—			—			—			(4,452	)
Balance at June 30, 2013		50,335	$	503	$	587,029		$	509,041			(6,754	)	$	(257,801	)	$	13,247		$	(56,707	)	$	795,312

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

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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, Belden, 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, 2012:

— 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 2012 Annual Report on Form 10-K.

Business Description

Belden designs, manufactures, and markets signal transmission solutions for the broadcast, enterprise, and industrial markets. Our products are designed and manufactured to strict quality standards resulting in an industry leading reputation for worldwide reliability.

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 March 31, 2013, the 90th day of our fiscal year 2013. Our fiscal second quarter has 91 days and ended on June 30, 2013. Our fiscal third quarter has 91 days and will end on September 29, 2013. The six months ended June 30, 2013 and July 1, 2012 included 181 and 183 days, respectively.

Reclassifications

We have made certain reclassifications to the 2012 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2013 presentation, primarily related to discontinued operations of a disposed business.

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:

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— 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;

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

As of and for the three and six months ended June 30, 2013 and July 1, 2012, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the year.

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. 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. The fair value of these cash equivalents as of June 30, 2013 was $260.5 million and is based on quoted market prices in active markets (i.e., Level 1 valuation).

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 June 30, 2013, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.0 million, $4.7 million, and $1.7 million, respectively.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple products. For these arrangements, revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

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Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business, and the results of operations of Thermax and Raydex in 2012 are reported in discontinued operations. Operating results from discontinued operations for the three and six months ended July 1, 2012 include $25.8 million and $50.5 million, respectively, of revenues and $5.3 million and $12.1 million, respectively, of income before taxes from Thermax and Raydex.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of June 30, 2013, we have collected a partial settlement of $4.2 million from the escrow, and we remain in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. Based on the current status of the negotiations, the amount of the escrow receivable on our Condensed Consolidated Balance Sheet is $3.8 million, which is our best estimate of the remaining amount to be collected.

Subsequent Events

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

Current-Year Adoption of Accounting Pronouncements

On January 1, 2013, we adopted new accounting guidance issued by the FASB with regard to the presentation and disclosure of changes in accumulated other comprehensive income (loss). The adoption of this guidance did not have a material impact on our financial statements.

Note 2: Acquisitions

Softel Limited

We acquired Softel Limited (Softel) for $9.1 million, net of cash acquired, on January 25, 2013. Softel is a key technology supplier to the media sector with a portfolio of technologies well aligned with industry trends and growing demand. Softel is located in the United Kingdom. The results of Softel have been included in our Consolidated Financial Statements from January 25, 2013, and are reported within the Broadcast segment. The Softel acquisition was not material to our financial position or results of operations reported as of and for the three and six months ended June 30, 2013.

PPC Broadband, Inc.

We acquired 100% of the outstanding shares of PPC Broadband, Inc. (PPC) in exchange for cash of $522.4 million on December 10, 2012. PPC is a leading manufacturer and developer of advanced connectivity technologies for the broadband market and expands our solution offerings in the broadband end-market. PPC is headquartered in Syracuse, New York. PPC’s strong brands and technology enhance our portfolio of broadband products. The results of PPC have been included in our Consolidated Financial Statements from December 10, 2012, and are reported within the Broadcast segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of December 10, 2012 (in thousands).

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Cash	$	6,874
Receivables		27,082
Inventories		45,370
Other current assets		468
Property, plant and equipment		28,020
Goodwill		277,005
Intangible assets		164,500
Other non-current assets		134
Total assets	$	549,453
Accounts payable	$	22,499
Accrued liabilities		3,916
Other long-term liabilities		646
Total liabilities		27,061
Net assets	$	522,392

The above purchase price allocation has been determined provisionally, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available and we ensure our accounting policies are applied at PPC. The provisional measurement of receivables, inventories, property, plant, and equipment, goodwill, deferred income taxes, and other assets and liabilities are subject to change. Any change in the acquisition date fair value of the acquired net assets 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 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 $27.1 million, with a gross contractual amount of $27.7 million. We do not expect to collect $0.6 million of the acquired receivables.

For purposes of the above allocation, we have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We based our estimate of the fair value for the acquired property, plant, and equipment on a valuation study performed by a third party valuation firm. We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets.

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. Our tax basis in the acquired goodwill is $277.0 million. The goodwill balance we recorded is deductible for tax purposes up to the amount of the tax basis. Intangible assets related to the PPC acquisition consisted of the following:

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	Estimated Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	76,000		5.0
Customer relationships		55,000		20.0
Backlog		1,500		0.5
Total intangible assets subject to amortization		132,500
Intangible assets not subject to amortization:
Goodwill		277,005
In-process research and development		5,000
Trademarks		27,000
Total intangible assets not subject to amortization		309,005
Total intangible assets	$	441,505
Weighted average amortization period				11.2

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely. In-process research and development assets are considered indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, we will make a determination of the useful life of the asset and begin amortizing it over that period. If the project is abandoned, we will write-off the asset at such time.

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of customer turnover. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Miranda Technologies Inc.

We acquired Miranda Technologies Inc. (Miranda) for cash of $374.7 million in July 2012. The results of Miranda are reported within the Broadcast segment. There have been no significant changes to the provisional purchase price allocation as compared to December 31, 2012. As of June 30, 2013, we remain in the process of finalizing our analysis of Miranda’s income tax assets and liabilities and ensuring our accounting policies are applied at Miranda. Therefore, the provisional measurement of goodwill, deferred income taxes, deferred revenue, and other assets and liabilities are subject to change.

Pro forma – PPC and Miranda

The following table illustrates the unaudited pro forma effect on operating results as if the Miranda and PPC acquisitions had been completed as of January 1, 2011.

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	Three Months Ended July 1, 2012		Six Months Ended July 1, 2012
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	560,487	$	1,096,399
Income from continuing operations		42,274		65,384
Diluted income per share from continuing operations	$	0.91	$	1.40

For purposes of the unaudited pro forma disclosures, the three and six months ended July 1, 2012 include interest expense from the term loan borrowed to finance the acquisition of Miranda and from the borrowings under our senior secured credit facility to finance the acquisition of PPC.

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 acquisitions 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 acquisitions.

Note 3: Operating Segments

In 2013, we re-organized the Company around four global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, and Industrial IT. Previously, we were organized around geographic regions. The re-organization was executed as a result of our transformation into a global provider of comprehensive signal transmission solutions. We believe the new solution oriented organization will allow us to better capitalize on market opportunities and meet customer demands. We have determined that each of the global business platforms represents a reportable segment. We have revised the prior period segment information to conform to the change in the composition of our reportable segments. The All Other segment represents the financial results of our cable operations that primarily conducted business in the consumer electronics end market, which we sold in December 2012.

We allocate corporate expenses to the segments for purposes of measuring segment operating income. Corporate expenses are allocated on the basis of each segment’s relative operating income prior to the allocation, adjusted for certain items including asset impairment, severance and other restructuring costs, purchase accounting effects related to acquisitions, accelerated depreciation, and amortization of intangible assets.

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	Broadcast Solutions		Enterprise Connectivity Solutions		Industrial Connectivity Solutions		Industrial IT  Solutions		All Other			Total Segments
	(In thousands)
As of and for the three months ended June 30, 2013
Revenues	$	166,551	$	132,929	$	171,892	$	58,119	$	—		$	529,491
Affiliate revenues		526		2,539		415		30		—			3,510
Operating income		3,505		14,675		24,344		9,225		1,278			53,027
Total assets		271,441		229,636		241,075		60,439		—			802,591
As of and for the three months ended July 1, 2012
Revenues	$	74,335	$	129,475	$	173,640	$	56,231	$	24,537		$	458,218
Affiliate revenues		347		1,768		303		56		—			2,474
Operating income (loss)		2,467		14,284		26,725		9,782		(1,638	)		51,620
Total assets		98,674		228,665		239,595		54,229		72,187			693,350
As of and for the six months ended June 30, 2013
Revenues	$	322,137	$	249,556	$	348,613	$	116,658	$	—		$	1,036,964
Affiliate revenues		636		5,008		779		60		—			6,483
Operating income		3,359		23,510		48,793		18,742		1,278			95,682
Total assets		271,441		229,636		241,075		60,439		—			802,591
As of and for the six months ended July 1, 2012
Revenues	$	144,392	$	253,827	$	343,273	$	107,113	$	49,213		$	897,818
Affiliate revenues		506		3,416		601		96		—			4,619
Operating income (loss)		3,635		24,036		45,698		15,495		(2,180	)		86,684
Total assets		98,674		228,665		239,595		54,229		72,187			693,350

Total segment assets do not include cash, goodwill and intangible assets, deferred tax assets, or corporate assets.

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes.

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
				(In thousands)
Segment operating income	$	53,027		$	51,620		$	95,682		$	86,684
Income from equity method investment		2,256			1,960			4,527			4,701
Eliminations		(1,370	)		(543	)		(2,056	)		(1,222	)
Total operating income		53,913			53,037			98,153			90,163
Interest expense		(18,345	)		(12,499	)		(34,250	)		(24,418	)
Interest income		149			211			257			562
Income from continuing operations before taxes	$	35,717		$	40,749		$	64,160		$	66,307

Note 4: Income per Share

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

-11-

	Three Months Ended				Six Months Ended
	June 30, 2013		July 1, 2012		June 30, 2013		July 1, 2012
	(In thousands)
Numerator:
Income from continuing operations	$	29,492	$	39,705	$	51,737	$	59,444
Income from discontinued operations, net of tax		—		2,685		—		7,221
Net income	$	29,492	$	42,390	$	51,737	$	66,665
Denominator:
Weighted average shares outstanding, basic		43,928		45,526		44,173		45,720
Effect of dilutive common stock equivalents		862		779		934		903
Weighted average shares outstanding, diluted		44,790		46,305		45,107		46,623

For both the three and six months ended June 30, 2013, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million, because to do so would have been anti-dilutive. For the three and six months ended July 1, 2012, diluted weighted average shares outstanding do not include outstanding equity awards of 1.3 million and 1.0 million, respectively, because to do so would have been anti-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 5: Inventories

The major classes of inventories were as follows:

	June 30, 2013			December 31, 2012
	(In thousands)
Raw materials	$	81,070		$	92,072
Work-in-process		35,375			34,391
Finished goods		112,488			110,280
Perishable tooling and supplies		2,349			2,493
Gross inventories		231,282			239,236
Obsolescence and other reserves		(21,591	)		(23,954	)
Net inventories	$	209,691		$	215,282

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Note 6: Long-Lived Assets

Disposals

During the six months ended June 30, 2013, we sold certain real estate of the Broadcast segment for $1.0 million and recognized a $0.3 million loss on the sale. We also sold certain real estate of the Enterprise Connectivity segment for $2.1 million. There was no gain or loss on the sale.

In 2012, we sold our cable operations that primarily conducted business in the consumer electronics end market in China. For both the three and six months ended June 30, 2013, we recorded a $1.3 million gain on the sale due to a favorable resolution with the buyer of those assets regarding the closing date working capital.

Depreciation and Amortization Expense

We recognized depreciation expense in income from continuing operations of $12.1 million and $21.7 million in the three and six months ended June 30, 2013, respectively. Depreciation expense for both the three and six months ended June 30, 2013 included $2.7 million of accelerated depreciation as a result of our decision to consolidate manufacturing facilities as we integrate PPC. We recognized depreciation expense in income from continuing operations of $8.6 million and $17.3 million in the three and six months ended July 1, 2012, respectively.

We recognized amortization expense in income from continuing operations related to our intangible assets of $13.1 million and $26.1 million in the three and six months ended June 30, 2013, respectively. We recognized amortization expense in income from continuing operations related to our intangible assets of $2.4 million and $5.5 million in the three and six months ended July 1, 2012, respectively.

Note 7: Restructuring Activities

For the three and six months ended June 30, 2013, we recorded severance and other restructuring costs of $5.0 million and $5.8 million, respectively. The majority of these costs were recorded in our Broadcast segment, which recognized $3.5 million and $4.3 million of severance and other restructuring costs for the three and six months ended June 30, 2013, respectively. The other restructuring costs included relocation, equipment transfer, and other costs. The Broadcast segment also recorded $2.7 million of accelerated depreciation expense for both the three and six months ended June 30, 2013. These costs were incurred primarily as a result of facility consolidation in New York for recently acquired locations and other acquisition integration activities. The Industrial IT segment also recognized $1.3 million of severance expense for both the three and six months ended June 30, 2013.

Of the total severance and other restructuring costs recognized for the three months ended June 30, 2013, $3.1 million, $1.0 million, and $0.9 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively. Of the total severance and other restructuring costs recognized for the six months ended June 30, 2013, $3.2 million, $1.6 million, and $1.0 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively. We expect the majority of the costs related to these actions will be paid in 2013.

We expect to incur additional severance and other restructuring costs and accelerated depreciation expense in 2013 of approximately $11 million as a result of the Broadcast activities discussed above. We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.

Note 8: Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt and other borrowing arrangements were as follows:

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	June 30, 2013			December 31, 2012
	(In thousands)
Senior secured credit faciliy:
Term Loan	$	232,147		$	247,714
Revolving credit component		—			198,270
Total senior secured credit facility		232,147			445,984
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		393,546			—
9.25% Senior subordinated notes due 2019		5,221			5,221
Total senior subordinated notes		1,098,767			705,221
Total debt and other borrowing arrangements		1,330,914			1,151,205
Less current maturities of Term Loan		(23,810	)		(15,678	)
Long-term debt	$	1,307,104		$	1,135,527

Senior Secured Facility

In 2012, we amended our senior secured credit facility (Senior Secured Facility) and borrowed a CAD$250.0 million term loan (the Term Loan). The Term Loan matures in 2017 and requires quarterly amortization payments. Interest on the Term Loan is variable, based upon the three-month Canadian money-market rate plus an applicable spread (3.82% at June 30, 2013).

The borrowing capacity under the revolving credit component of our Senior Secured Facility is $400.0 million, and it matures on April 25, 2016. Under the revolving credit component, we are permitted to borrow and re-pay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate. As of June 30, 2013, there were no borrowings outstanding under the revolving credit component, and we had $386.6 million in available borrowing capacity, as our borrowing capacity is also reduced by outstanding credit instruments of $13.4 million. We pay a commitment fee on our available borrowing capacity, which ranges from 0.25% to 0.50%, depending on our leverage ratio.

Borrowings under our Senior Secured Facility are secured by certain of our assets in the United States as well as the capital stock of certain of our subsidiaries. The Senior Secured Facility contains a leverage ratio covenant and a fixed charge coverage ratio covenant. As of June 30, 2013, we were in compliance with all of the covenants of the Senior Secured Facility.

Senior Subordinated Notes

In March 2013, we issued €300.0 million ($388.2 million at issuance) aggregate principal amount of 5.5% senior subordinated notes due 2023. The carrying value of the notes as of June 30, 2013 is $393.5 million. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2019 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 Senior Secured Facility. Interest is payable semiannually on April 15 and October 15 of each year, beginning October 15, 2013. We paid $7.8 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to repay amounts outstanding under the revolving credit component of our Senior Secured Facility and for general corporate purposes.

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As of June 30, 2013, we have $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022 outstanding. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on March 1 and September 1 of each year.

As of June 30, 2013, $5.2 million aggregate principal amount of our senior subordinated notes due 2019 remain outstanding. The senior subordinated notes due 2019 have a coupon interest rate of 9.25%, and an effective interest rate of 9.75%. The interest on the 2019 notes is payable semiannually on June 15 and December 15. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes at June 30, 2013 was approximately $1,077 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $1,099 million as of June 30, 2013. We believe the fair value of our variable rate Term Loan approximates book value.

Note 9: Derivatives and Hedging Activities

During 2012, we entered into foreign currency forward contracts that were formally designated and qualified as net investment hedges. We recognized a $2.5 million pre-tax gain in Accumulated Other Comprehensive Income for both the three and six months ended July 1, 2012 related to these hedges. We collected $2.7 million in proceeds upon the settlement of foreign currency forward contracts for the six months ended July 1, 2012. There were no outstanding derivatives as of December 31, 2012 or as of or for the three and six months ended June 30, 2013.

Note 10: Income Taxes

Income tax expense was $6.2 million and $12.4 million for the three and six months ended June 30, 2013, respectively. The most significant factor in the difference between the effective tax rate of 17.4% and 19.4% for the three and six months ended June 30, 2013, respectively, and the amount determined by applying the applicable statutory United States tax rate of 35% is the tax rate differential associated with our foreign earnings.

Income tax expense for the six months ended June 30, 2013 included a $5.2 million tax benefit due to the impact of tax law changes in the U.S. In addition, for the six months ended June 30, 2013, we recorded $3.7 million of income tax expense for an uncertain tax position liability related to a foreign tax audit. Income tax expense for the six months ended July 1, 2012 included a tax benefit of $10.4 million due to reductions in our deferred tax asset valuation allowance associated with net operating losses in certain foreign tax jurisdictions.

For the six months ended June 30, 2013, we made planned payments of two significant tax items. First, we paid $41.8 million of our estimated 2012 tax liability related to the sale of the Thermax and Raydex cable business in 2012. We recognized a $211.6 million pre-tax gain on the sale of this business in 2012. Second, we paid $30.0 million to settle a tax sharing agreement dispute with Cooper Industries. We reached the settlement and recognized a $21.0 million tax benefit in 2012.

-15-

Note 11: 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
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Three Months Ended
Service cost	$	1,676		$	1,432		$	35		$	30
Interest cost		2,914			3,037			557			545
Expected return on plan assets		(3,391	)		(3,169	)		—			—
Amortization of prior service credit		(8	)		(19	)		(28	)		(29	)
Actuarial losses		1,665			1,490			320			223
Net periodic benefit cost	$	2,856		$	2,771		$	884		$	769
Six Months Ended
Service cost	$	3,364		$	2,864		$	68		$	62
Interest cost		5,862			6,047			1,083			1,133
Expected return on plan assets		(6,797	)		(6,333	)		—			—
Amortization of prior service credit		(16	)		(39	)		(55	)		(58	)
Actuarial losses		3,333			2,982			598			485
Net periodic benefit cost	$	5,746		$	5,521		$	1,694		$	1,622

Note 12: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Net income	$	29,492		$	42,390		$	51,737		$	66,665
Foreign currency translation loss		(6,743	)		(29,698	)		(15,269	)		(19,072	)
Foreign currency hedging instruments, net of $0.0 million, $1.1 million, $0.0 million, and $1.1 million tax, respectively		—			1,460			—			1,460
Amortization of pension and other postretirement benefit plan losses,net of $0.8 million, $0.0 million, $1.5 million, and $0.0 million tax, respectively		1,201			—			2,374			—
Total comprehensive income	$	23,950		$	14,152		$	38,842		$	49,053

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

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	Foreign Currency Translation Component			Pension and Other Postretirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)
				(In thousands)
Balance at December 31, 2012	$	28,516		$	(59,081	)	$	(30,565	)
Other comprehensive loss before reclassifications		(15,269	)		—			(15,269	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			2,374			2,374
Net current period other comprehensive income (loss)		(15,269	)		2,374			(12,895	)
Balance at June 30, 2013	$	13,247		$	(56,707	)	$	(43,460	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 30, 2013:

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			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	$	3,931		(1)
Amortization of prior service credit		(71	)	(1)
Total before tax		3,860
Tax benefit		(1,486	)
Net of tax	$	2,374

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 11).

Note 13: Share Repurchases

In 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. In 2012, our Board of Directors authorized an extension of the share repurchase program, which allows us to purchase up to an additional $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 by cash on hand and cash flows from operating activities.

For the three months ended June 30, 2013, we repurchased 0.6 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $31.3 million and an average price per share of $53.49. For the six months ended June 30, 2013, we repurchased 1.2 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $62.5 million and an average price per share of $52.21. From inception of the program to June 30, 2013, we have repurchased 4.9 million shares of our common stock under the programs for an aggregate cost of $187.5 million and an average price of $38.23.

-17-

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

Overview

Belden designs, manufactures, and markets signal transmission solutions for the broadcast, enterprise, and industrial markets. Our products are designed and manufactured to strict quality standards resulting in an industry leading reputation for worldwide reliability.

We consider revenue growth, operating margin, cash flows, return on invested capital, and working capital management metrics to be our key operating performance indicators.

Trends and Events

The following trends and events during 2013 have had varying effects on our financial condition, results of operations, and cash flows.

Change in Segments

In 2013, we re-organized the Company around four global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, and Industrial IT. The re-organization was executed as a result of our transformation into a global provider of comprehensive signal transmission solutions. We have determined that each of the global business platforms represents a reportable segment. We have revised the prior period segment information to conform to the change in the composition of our reportable segments.

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 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. Generally, as our channel partners and customers change the level of Belden products owned and held in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory. All references to the effect of channel inventory changes are estimates.

Acquisitions and Dispositions

We completed the acquisitions of Miranda Technologies Inc. (Miranda) in July 2012, PPC Broadband, Inc. (PPC) in December 2012, and Softel Limited (Softel) in January 2013. The results of Miranda, PPC, and Softel have been included in our Consolidated Financial Statements from their respective acquisition dates and are reported within the Broadcast segment. We sold our cable operations that primarily conducted business in the consumer electronics end market on December 31, 2012.

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Restructuring Activities

As a result of recently completed acquisitions, we are consolidating certain operating facilities. For the six months ended June 30, 2013, we recognized $5.8 million of severance and other restructuring costs, such as relocation and equipment transfer costs, and $2.7 million of accelerated depreciation expense, primarily as a result of facility consolidation in New York and other acquisition integration activities. We expect to incur additional severance and other restructuring costs and accelerated depreciation expense in 2013 of approximately $11 million as a result of these activities. We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.

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 six months ended June 30, 2013:

• We did not change any of our existing critical accounting policies from those listed in our 2012 Annual Report on Form 10-K;

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

• There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed.

Results of Operations

Consolidated Continuing Operations

	Three Months Ended				%			Six Months Ended				%
	June 30, 2013		July 1, 2012		Change			June 30, 2013		July 1, 2012		Change
	(In thousands, except percentages)
Revenues	$	529,491	$	458,218		15.6	%	$	1,036,964	$	897,818		15.5	%
Gross profit		179,196		144,648		23.9	%		346,549		277,447		24.9	%
Selling, general and administrative expenses		93,503		76,342		22.5	%		185,485		157,864		17.5	%
Research and development		20,931		14,814		41.3	%		41,356		28,622		44.5	%
Operating income		53,913		53,037		1.7	%		98,153		90,163		8.9	%
Income from continuing operations before taxes		35,717		40,749		-12.3	%		64,160		66,307		-3.2	%
Income from continuing operations		29,492		39,705		-25.7	%		51,737		59,444		-13.0	%

Revenues increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 primarily due to acquisitions, which contributed $100.5 million and $197.3 million of the increases, respectively.

The increases in revenues due to acquisitions were partially offset by the following decreases:

• The disposal of our cable operations that primarily conducted business in the consumer electronics end market in 2012 resulted in $24.5 million and $49.2 million of the decreases in revenues, respectively.

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• Decreases in sales prices due to lower copper costs resulted in estimated revenue decreases of approximately $4.0 million for both the three and six months ended June 30, 2013.

• Decreases in unit sales volume, including changes in channel inventory, resulted in approximately $1.3 million and $4.7 million decreases in revenues, respectively. Decreases in volume were due in part to weak economic conditions, particularly in Europe, as well as weak non-residential construction spending. We believe these areas of weakness were partially mitigated by market share gains in industrial end markets and growth in emerging markets.

• Unfavorable currency translation resulted in a revenue decrease of approximately $0.3 million for the six months ended June 30, 2013. For the three months ended June 30, 2013, currency translation was favorable and resulted in a revenue increase of approximately $0.6 million.

Gross profit increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 due to the increases in revenues as discussed above. Gross profit for the three months ended June 30, 2013 was negatively impacted by $3.1 million of severance and other restructuring costs and $2.7 million of accelerated depreciation expense. Gross profit for the six months ended June 30, 2013 was negatively impacted by $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of PPC, $3.2 million of severance and other restructuring costs and $2.7 million of accelerated depreciation expense. The severance and other restructuring costs and accelerated depreciation expense primarily resulted from our decision to consolidate manufacturing facilities as we integrate PPC. Excluding the impact of these costs, our gross profit percentage increased from 31.6% and 30.9% for the three and six months ended July 1, 2012, respectively, to 34.9% and 34.6% for the three and six months ended June 30, 2013, respectively. This was due to improved product and end-market mix, improved productivity due to our Lean Enterprise initiatives, and the impact of our acquisitions of Miranda and PPC.

Selling, general and administrative expenses increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 primarily due to the impact of our acquisitions completed in 2012.

The increases in research and development costs in the three and six months ended June 30, 2013 from the comparable periods of 2012 were primarily due to increased investments in new product development and our recent technology intensive acquisitions.

Amortization of intangibles increased by $10.7 million and $20.6 million in the three and six months ended June 30, 2013, respectively, from the comparable periods of 2012 due to the impact of our acquisitions completed in 2012.

Operating income increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 due to the increases in revenues and gross profit as discussed above. Operating income for the three months ended June 30, 2013 included $13.1 million of amortization of intangible assets, $5.0 million of severance and other restructuring costs, and $2.7 million of accelerated depreciation expense. Operating income for the six months ended June 30, 2013 included $26.1 million of amortization of intangible assets, $6.6 million of cost of sales related to the adjustment of acquired inventory to fair value, $5.8 million of severance and other restructuring costs, and $2.7 million of accelerated depreciation expense. Operating income for the three and six months ended July 1, 2012 included $2.4 million and $5.5 million of amortization of intangible assets, respectively. Excluding these costs, our operating income percentage increased from 12.1% and 10.7% for the three and six months ended July 1, 2012, respectively, to 14.1% and 13.4% for the three and six months ended June 30, 2013, respectively. This was due to an improved business portfolio, improved end-market mix, improved productivity as a result of the successful execution of our Lean Enterprise strategies, and our previously completed restructuring activities.

Interest expense increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 due to our increase in total debt incurred to finance our recent acquisitions. While our total debt has increased, our effective interest rate on our outstanding borrowings decreased from 7.8% as of July 1, 2012 to 5.2% as of June 30, 2013 due to our refinancing activities in 2012. Interest expense for the six months ended June 30, 2013 also includes $1.5 million of interest expense associated with an uncertain tax position for a foreign tax audit.

-20-

Income from continuing operations before taxes decreased in the three and six months June 30, 2013 from the comparable periods of 2012 due to the increases in interest expense discussed above, partially offset by the increases in operating income.

Our effective tax rate for the six months ended June 30, 2013 was 19.4%, compared to 10.4% for the six months ended July 1, 2012. Income tax expense for the six months ended June 30, 2013 included a $5.2 million tax benefit due to the impact of tax law changes in the U.S. In addition, for the six months ended June 30, 2013, we recorded $3.7 million of income tax expense for an uncertain tax position liability related to a foreign tax audit. For the six months ended July 1, 2012, we recorded tax benefits of $10.4 million due to reductions of our valuation allowance for certain deferred tax assets.

Broadcast Solutions

	Three Months Ended						%			Six Months Ended						%
	June 30, 2013			July 1, 2012			Change			June 30, 2013			July 1, 2012			Change
	(In thousands, except percentages)
Revenues	$	166,551		$	74,335			124.1	%	$	322,137		$	144,392			123.1	%
Operating income		3,505			2,467			42.1	%		3,359			3,635			-7.6	%
as a percent of total revenues		2.1	%		3.3	%					1.0	%		2.5	%

Broadcast revenues increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 primarily due to acquisitions, which contributed $100.5 million and $197.3 million to the increases in revenues, respectively. Pricing changes related to non-copper commodity cost increases and other pricing changes resulted in increases in revenues of $0.7 million and $0.7 million, respectively. The increases in revenues were partially offset by decreases in unit sales volume, including the impact of changes in channel inventory, of approximately $7.8 million and $18.9 million, respectively. The decreases in volume were due in part to the favorable impact of the Olympics and the U.S. presidential election cycle in 2012. Decreases in sales prices due to lower copper costs resulted in estimated revenue decreases of approximately $1.0 million and $1.0 million, respectively. Unfavorable currency translation resulted in approximately $0.2 million and $0.4 million decreases in revenues, respectively.

Operating income increased in the three months ended June 30, 2013 from the comparable period of 2012 due to the increases in revenue discussed above. Operating income decreased in the six months ended June 30, 2013 from the comparable period of 2012. Operating income for the three months ended June 30, 2013 was negatively impacted by $11.9 million of amortization of intangibles, $3.5 million of severance and other restructuring costs, and $2.7 million of accelerated depreciation expense. Operating income for the six months ended June 30, 2013 was negatively impacted by $23.7 million of amortization of intangibles, $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of PPC, $4.3 million of severance and other restructuring costs, and $2.7 million of accelerated depreciation expense. The severance and other restructuring costs and accelerated depreciation expense primarily resulted from our decision to consolidate manufacturing facilities as we integrate PPC. The three and six months ended July 1, 2012 included $1.0 million and $2.0 million of amortization of intangibles, respectively. Excluding the impact of these costs, Broadcast operating income percentage increased from 4.7% and 3.9% for the three and six months ended July 1, 2012, respectively, to 13.0% and 12.6% for the three and six months ended June 30, 2013, respectively. This was due to the impact of our acquisitions of Miranda and PPC, as well as the benefit of product mix.

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Enterprise Connectivity Solutions

	Three Months Ended						% Change			Six Months Ended						% Change
	June 30, 2013			July 1, 2012						June 30, 2013			July 1, 2012
	(In thousands, except percentages)
Revenues	$	132,929		$	129,475			2.7	%	$	249,556		$	253,827			-1.7	%
Operating income		14,675			14,284			2.7	%		23,510			24,036			-2.2	%
as a percent of total revenues		11.0	%		11.0	%					9.4	%		9.5	%

Enterprise Connectivity revenues increased in the three months ended June 30, 2013 from the comparable period of 2012 due to an increase in unit sales volume of approximately $5.7 million. We believe sales volume was positively impacted by changes in channel inventory. Revenues also increased by $0.3 million due to favorable currency translation. These increases were partially offset by decreases in selling prices due to pricing changes and non-copper commodity cost decreases that resulted in lower revenues of approximately $1.5 million. In addition, lower copper costs resulted in an estimated revenue decrease of approximately $1.0 million.

Enterprise Connectivity revenues decreased in the six months ended June 30, 2013 from the comparable period of 2012 due to decreases in unit sales volume of approximately $2.2 million. The decrease in unit sales volume was due in part to weak economic conditions, particularly in Europe, as well as weak non-residential construction spending. Decreases in selling prices due to pricing changes and non-copper commodity cost decreases resulted in lower revenues of approximately $1.5 million. Lower copper costs resulted in an estimated revenue decrease of approximately $1.0 million. These revenue decreases were partially offset by favorable currency translation, which resulted in a revenue increase of approximately $0.3 million.

Operating income increased in the three months ended June 30, 2013 and decreased in the six months ended June 30, 2013 from the comparable periods of 2012 due to the changes in revenue discussed above. Operating income benefited from improved productivity due to our Lean Enterprise initiatives.

Industrial Connectivity Solutions

	Three Months Ended						% Change			Six Months Ended						% Change
	June 30, 2013			July 1, 2012						June 30, 2013			July 1, 2012
	(In thousands, except percentages)
Revenues	$	171,892		$	173,640			-1.0	%	$	348,613		$	343,273			1.6	%
Operating income		24,344			26,725			-8.9	%		48,793			45,698			6.8	%
as a percent of total revenues		14.2	%		15.4	%					14.0	%		13.3	%

Industrial Connectivity revenues decreased in the three months ended June 30, 2013 from the comparable period of 2012. Decreases in sales prices due to lower copper costs resulted in an estimated revenue decrease of $2.0 million. Unfavorable currency translation resulted in a decrease in revenue of approximately $0.2 million. These decreases in revenue were partially offset by an increase in revenue due to an increase in unit sales volume of $0.5 million. We believe sales volume benefited from gains in market share due to the execution of our Market Delivery System.

Industrial Connectivity revenues increased in the six months ended June 30, 2013 from the comparable period of 2012 due to increases in unit sales volume, including changes in channel inventory, of approximately $8.5 million. We believe sales volume benefited from gains in market share due to the execution of our Market Delivery System. Decreases in sales prices due to lower copper costs and unfavorable currency translation partially offset the increases in revenues by an estimated $2.0 million and $1.2 million, respectively.

Operating income decreased in the three months ended June 30, 2013 and increased in the six months ended June 30, 2013 from the comparable periods of 2012 due to the changes in revenue discussed above. Operating income benefited from improved productivity due to our Lean Enterprise initiatives.

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Industrial IT Solutions

	Three Months Ended						% Change			Six Months Ended						% Change
	June 30, 2013			July 1, 2012						June 30, 2013			July 1, 2012
	(In thousands, except percentages)
Revenues	$	58,119		$	56,231			3.4	%	$	116,658		$	107,113			8.9	%
Operating income		9,225			9,782			-5.7	%		18,742			15,495			21.0	%
as a percent of total revenues		15.9	%		17.4	%					16.1	%		14.5	%

Industrial IT revenues increased in the three and six months ended June 30, 2013 from the comparable periods of 2012 due to increases in unit sales volume, including changes in channel inventory, of approximately $1.2 million and $8.5 million, respectively. We believe sales volume benefited from gains in market share due to the execution of our Market Delivery System. Revenues also increased by approximately $0.7 million and $1.0 million due to favorable currency translation.

Operating income decreased in the three months ended June 30, 2013 and increased in the six months ended June 30, 2013 from the comparable periods of 2012. Operating income in both the three and six months ended June 30, 2013 was negatively impacted by $1.3 million of severance expense. Excluding the severance expense, the Industrial IT operating income percentage increased from 17.4% and 14.5% for the three and six months ended July 1, 2012, respectively, to 18.2% and 17.2% for the three and six months ended June 30, 2013, respectively. The increases in operating income percentage were due to leveraging the increases in revenue discussed above. In addition, we believe increases in market share had a favorable impact on operating income.

All Other

	Three Months Ended					% Change			Six Months Ended					% Change
	June 30, 2013		July 1, 2012						June 30, 2013		July 1, 2012
	(In thousands, except percentages)
Revenues	$	—	$	24,537			-100.0	%	$	—	$	49,213			-100.0	%
Operating income (loss)		1,278		(1,638	)		178.0	%		1,278		(2,180	)		158.6	%
as a percent of total revenues		n/a		-6.7	%					n/a		-4.4	%

All Other includes the results of our cable operations that primarily conducted business in the consumer electronics end market in China, which we sold in 2012. For the three and six months ended June 30, 2013, we recorded $1.3 million of operating income due to a favorable resolution with the buyer of those assets regarding the closing date working capital.

Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business, and the results of operations of Thermax and Raydex in 2012 are reported in discontinued operations. Operating results from discontinued operations for the three and six months ended July 1, 2012 include $25.8 million and $50.5 million, respectively, of revenues and $5.3 million and $12.1 million, respectively, of income before taxes from Thermax and Raydex.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of June 30, 2013, we have collected a partial settlement of $4.2 million from the escrow, and we remain in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. Based on the current status of the negotiations, the amount of the escrow receivable on our Condensed Consolidated Balance Sheet is $3.8 million, which is our best estimate of the remaining amount to be collected.

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Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) exercises of stock options, (4) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (5) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash in 2013 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 would require external financing were we to 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:

	Six Months Ended
	June 30, 2013			July 1, 2012
	(In thousands)
Net cash provided by (used for):
Operating activities	$	(16,500	)	$	30,562
Investing activities		(23,374	)		(21,987	)
Financing activities		122,578			(46,472	)
Effects of currency exchange rate changes on cash and cash equivalents		(1,598	)		(7,541	)
Increase (decrease) in cash and cash equivalents		81,106			(45,438)
Cash and cash equivalents, beginning of period		395,095			382,716
Cash and cash equivalents, end of period	$	476,201		$	337,278

Net cash used for operating activities totaled $16.5 million for the six months ended June 30, 2013 compared to a source of cash of $30.6 million for the six months ended July 1, 2012. The most significant factor impacting the increased cash used for operating activities was the change in operating assets and liabilities. For the six months ended June 30, 2013, changes in operating assets and liabilities were a use of cash of $115.3 million, compared to $51.1 million for the comparable period of 2012.

The most significant use of cash for operating activities in 2013 related to taxes. Accrued taxes were a use of cash of $85.8 million for the six months ended June 30, 2013, compared to a source of cash of $3.6 million for the six months ended July 1, 2012. For the six months ended June 30, 2013, we made planned payments of two significant tax items. First, we paid $41.8 million of our estimated 2012 tax liability related to the sale of the Thermax and Raydex cable business in 2012. We recognized a $211.6 million pre-tax gain on the sale of this business in 2012. Second, we paid $30.0 million to settle a tax sharing agreement dispute with Cooper Industries. We reached the settlement and recognized a $21.0 million tax benefit in 2012.

Net cash used for investing activities totaled $23.4 million for the six months ended June 30, 2013 compared to $22.0 million for the six months ended July 1, 2012. Investing activities for the six months ended June 30, 2013 included capital expenditures of $20.3 million, payments for acquisitions, net of cash acquired, of $10.0 million, the receipt of proceeds from previously disposed businesses of $3.7 million, and the receipt of $3.1 million of proceeds from the sale of tangible assets, primarily real estate in the Broadcast and Enterprise Connectivity segments. Investing activities for the six months ended July 1, 2012 included capital expenditures of $21.8 million and a payment related to a previous acquisition of $0.6 million.

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Net cash provided by financing activities for the six months ended June 30, 2013 totaled $122.6 million compared to cash used for financing activities of $46.5 million for the six months ended July 1, 2012. The most significant financing activities for the six months ended June 30, 2013 were the issuance of $388.2 million of 5.5% senior subordinated notes due 2023 and the subsequent repayment of $194.1 million of borrowings outstanding under the revolving credit component of our senior secured credit facility. Financing activities for the six months ended June 30, 2013 also included payments under our share repurchase program of $62.5 million, payments of debt issuance costs of $7.8 million, and a repayment under our Term Loan of $3.1 million. The most significant financing activity for the six months ended July 1, 2012 was payments under our share repurchase program of $50.0 million.

Our cash and cash equivalents balance was $476.2 million as of June 30, 2013. Of this amount, $295.8 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation.

As of June 30, 2013, there were no outstanding borrowings under the revolving credit component of our senior secured credit facility, we were in compliance with all of the covenants of the facility, and we had $386.6 million in available borrowing capacity. Our total liquidity, consisting of our cash and available borrowing capacity, is limited by the leverage ratio covenant of the facility, which is based on debt net of cash.

Our outstanding debt obligations as of June 30, 2013 consisted of $700.0 million aggregate principal of 5.5% senior subordinated notes due 2022, $393.5 million aggregate principal of 5.5% senior subordinated notes due 2023, $232.1 million of term loan borrowings due 2017, and $5.2 million aggregate principal of 9.25% senior subordinated notes due 2019. Additional discussion regarding our various borrowing arrangements is included in Note 8 to the Condensed Consolidated Financial Statements.

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 any statements regarding future revenues, costs and expenses, operating income, earnings per share, margins, cash flows, dividends, and capital expenditures. These forward looking statements are based on forecasts and projections about the markets and industries which we serve and about general economic conditions. They reflect management’s beliefs and expectations. They are not guarantees of future performance, and they involve risk and uncertainty. Our actual results may differ materially from these expectations. Changes in the global economy may impact our results. Turbulence in financial markets may increase our borrowing costs. Additional factors that may cause actual results to differ from our expectations include: our reliance on key distributors in marketing products; our ability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control and productivity improvement programs); changes in the level of economic activity in our major geographic markets; difficulties in realigning manufacturing capacity and capabilities among our global manufacturing facilities; the competitiveness of the global broadcast, enterprise, and industrial markets; variability in our quarterly and annual effective tax rates; changes in accounting rules and interpretations of those rules which may affect our reported earnings; changes in currency exchange rates and political and economic uncertainties in the countries where we conduct business; demand for our products; the cost and availability of materials including copper, plastic compounds derived from fossil fuels, electronic components, and other materials; energy costs; our ability to achieve acquisition performance expectations and to integrate acquired businesses successfully; our ability to develop and introduce new products; having to recognize charges that would reduce income as a result of impairing goodwill and other intangible assets; security risks and the potential for business interruption from operating in volatile countries; disruptions or failures of our (or our suppliers or customers) systems or operations in the event of a major earthquake, weather event, cyber-attack, terrorist attack, or other catastrophic event that could cause delays in completing sales, providing services, or performing other mission-critical functions; and other factors.

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For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on February 28, 2013. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

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 June 30, 2013.

	Principal Amount by Expected Maturity							Fair Value
	2013		Thereafter			Total
	(In thousands, except interest rates)
Variable-rate term loan	$	11,905	$	220,242		$	232,147	$	232,147
Average interest rate				3.82	%
Fixed-rate senior subordinated notes due 2022	$	—	$	700,000		$	700,000	$	687,316
Average interest rate				5.50	%
Fixed-rate senior subordinated notes due 2023	$	—	$	393,546		$	393,546	$	383,720
Average interest rate				5.50	%
Fixed-rate senior subordinated notes due 2019	$	—	$	5,221		$	5,221	$	5,766
Average interest rate				9.75	%
Total						$	1,330,914	$	1,308,949

Item 7A of our 2012 Annual Report on Form 10-K provides more 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, 2012.

Item 4: Controls and Procedures

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

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

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PART II OTHER INFORMATION

Item 1: Legal Proceedings

We are a party to various legal proceedings and administrative actions that are incidental to our operations. These proceedings include personal injury cases, 98 of which were pending as of July 25, 2013, in which we are one of many defendants. Electricians have filed a majority of these cases, primarily in Pennsylvania and Illinois, generally seeking compensatory, special, and punitive damages. Typically in these cases, the claimant alleges injury from alleged exposure to a heat-resistant asbestos fiber. Our alleged predecessors had a small number of products that contained the fiber, but ceased production of such products more than 20 years ago. Through July 25, 2013, we have been dismissed, or reached agreement to be dismissed, in more than 500 similar cases without any going to trial, and with only a relatively small number of these involving any payment to the claimant. 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.

We are a former owner of a property located in Kingston, Canada. The Ontario, Canada Ministry of the Environment is seeking to require current and former owners of the Kingston property to delineate and remediate soil and groundwater contamination at the site, which we believe was caused by Nortel (a former owner of the site). We are in the process of assessing whether we have any liability for the site, as well as the scope of contamination, cost of remediation, allocation of costs among the parties, and the other parties’ financial viability. Based on our current information, we do not believe this matter should have a material adverse effect on our financial condition, operating results, or cash flows. However, since the outcome of this matter is uncertain, we cannot give absolute assurance regarding its future resolution, or that such matter may not become material in the future.

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our 2012 Annual Report on Form 10-K.

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

Set forth below is information regarding our stock repurchases for the three months ended June 30, 2013.

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
April 1, 2013 through May 5, 2013		—	$	—		—	$	193,750,000
May 6, 2013 through June 2, 2013		—		—		—		193,750,000
June 3, 2013 through June 30, 2013		584,198		53.49		584,198		162,500,000
Total		584,198	$	53.49		584,198	$	162,500,000

(1) In July 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. In November 2012, our Board of Directors authorized an extension of the share repurchase program, which allows us to purchase up to an additional $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 will be funded by cash on hand and free cash flow. From inception of the program to June 30, 2013, we have repurchased 4.9 million shares of our common stock under the programs for an aggregate cost of $187.5 million and an average price of $38.23.

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Item 6: Exhibits

Exhibits

Exhibit 10.1	Executive Employment Agreement with Glenn Pennycook
Exhibit 10.2	Executive Employment Agreement with Dhrupad Trivedi
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

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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: August 8, 2013	By:	/s/ John S. Stroup
		John S. Stroup
		President, Chief Executive Officer and Director
Date: August 8, 2013	By:	/s/ Henk Derksen
		Henk Derksen
		Senior Vice President, Finance, and Chief Financial Officer
Date: August 8, 2013	By:	/s/ John S. Norman
		John S. Norman
		Vice President, Controller, and Chief Accounting Officer

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EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of May 30, 2013 between Belden Inc., a Delaware corporation (the “Company”), and Glenn Pennycook (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive as Executive Vice President, Enterprise Connectivity of the Company 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 Executive Vice President, Enterprise Connectivity of the Company.

(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 currently resides in Indianapolis, Indiana, USA and travels 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 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 grant date of not less than 70% 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 120% 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. 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.

2

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 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).

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(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), 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”);

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(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;

(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;

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(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.

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(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 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:

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(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 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:

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(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;

(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).

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(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 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

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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 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

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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 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.

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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:

If to Executive:

Mr. Glenn Pennycook

13360 Olivewood Circle, Carmel, Indiana 46032

If to the Company:

Belden Inc.

7733 Forsyth Boulevard

Suite 800

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.

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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.

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. For clarity, Executive and Company agree that the letter agreement of December 6, 2012 will automatically terminate upon this Agreement becoming effective. 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.

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(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 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.

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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/ Glenn Pennycook
	Glenn Pennycook

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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 May 30, 2013 (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

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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 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: May 30, 2013	EXECUTIVE:
	/s/ Glenn Pennycook
	Glenn Pennycook

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EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of March 5, 2013 between Belden Inc., a Delaware corporation (the “Company”), and Dhrupad Trivedi (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive as Executive Vice President, Industrial IT of the Company 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 Executive Vice President, Industrial IT of the Company.

(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 shall reside in Pleasanton, California, USA and travel to other locations, as required to perform her 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 $340,000 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 grant date of not less than 70% 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 120% 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. 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.

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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 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).

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(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), 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”);

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(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;

(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;

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(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.

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(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 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:

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(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 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:

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(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;

(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).

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(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 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

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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 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

11

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 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.

12

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:

If to Executive:

Mr. Dhrupad Trivedi

3403 Park Place

Pleasanton, CA 94588

If to the Company:

Belden Inc.

7733 Forsyth Boulevard

Suite 800

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.

13

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.

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. For clarity, Executive and Company agree that the letter agreement of December 6, 2012 will automatically terminate upon this Agreement becoming effective. 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

14

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 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.

15

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/ Dhrupad Trivedi
	Dhrupad Trivedi

16

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 March 5, 2013 (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

A-1

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 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: March 5, 2013	EXECUTIVE:
	/s/ Dhrupad Trivedi
	Dhrupad Trivedi

A-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.

August 8, 2013

/s/ John S. Stroup

John S. Stroup

President, Chief Executive Officer and Director

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.

August 8, 2013

/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 June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Stroup, President, Chief Executive Officer and Director 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 Director

August 8, 2013

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 June 30, 2013 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

August 8, 2013

XML

Pension and Other Postretirement Obligations

6 Months Ended

Jun. 30, 2013

Pension and Other Postretirement Obligations

Note 11: 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
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Three Months Ended
Service cost	$	1,676		$	1,432		$	35		$	30
Interest cost		2,914			3,037			557			545
Expected return on plan assets		(3,391	)		(3,169	)		—			—
Amortization of prior service credit		(8	)		(19	)		(28	)		(29	)
Actuarial losses		1,665			1,490			320			223
Net periodic benefit cost	$	2,856		$	2,771		$	884		$	769
Six Months Ended
Service cost	$	3,364		$	2,864		$	68		$	62
Interest cost		5,862			6,047			1,083			1,133
Expected return on plan assets		(6,797	)		(6,333	)		—			—
Amortization of prior service credit		(16	)		(39	)		(55	)		(58	)
Actuarial losses		3,333			2,982			598			485
Net periodic benefit cost	$	5,746		$	5,521		$	1,694		$	1,622

XML

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012
Cash flows from operating activities:
Net income	$ 51,737	$ 66,665
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	47,787	23,659
Share-based compensation	7,366	6,339
Pension funding less than pension expense	1,723	883
Provision for inventory obsolescence	963	3,056
Deferred income tax benefit	(897)	(10,368)
Income from equity method investment	(4,527)	(4,701)
Tax benefit related to share-based compensation	(5,362)	(3,909)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(43,370)	(27,553)
Inventories	6,312	13,418
Accounts payable	5,500	(10,823)
Accrued liabilities	(1,854)	(23,754)
Accrued taxes	(85,769)	3,566
Other assets	232	(1,832)
Other liabilities	3,659	(4,084)
Net cash provided by (used for) operating activities	(16,500)	30,562
Cash flows from investing activities:
Capital expenditures	(20,266)	(21,753)
Cash used to acquire businesses, net of cash acquired	(9,979)	(587)
Proceeds from disposal of tangible assets	3,136	353
Proceeds from disposal of business	3,735
Net cash used for investing activities	(23,374)	(21,987)
Cash flows from financing activities:
Borrowings under credit arrangements	388,220
Payments under borrowing arrangements	(197,191)	(600)
Payments under share repurchase program	(62,500)	(50,000)
Debt issuance costs paid	(7,817)
Cash dividends paid	(2,310)	(4,712)
Proceeds (payments) from exercise of stock options, net of withholding tax payments	(1,186)	2,198
Proceeds from settlement of derivatives		2,733
Tax benefit related to share-based compensation	5,362	3,909
Net cash provided by (used for) financing activities	122,578	(46,472)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(1,598)	(7,541)
Increase (decrease) in cash and cash equivalents	81,106	(45,438)
Cash and cash equivalents, beginning of period	395,095	382,716
Cash and cash equivalents, end of period	$ 476,201	$ 337,278

XML

Income per Share

6 Months Ended

Jun. 30, 2013

Income per Share

Note 4: Income per Share

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

	Three Months Ended				Six Months Ended
	June 30, 2013		July 1, 2012		June 30, 2013		July 1, 2012
	(In thousands)
Numerator:
Income from continuing operations	$	29,492	$	39,705	$	51,737	$	59,444
Income from discontinued operations, net of tax		—		2,685		—		7,221
Net income	$	29,492	$	42,390	$	51,737	$	66,665
Denominator:
Weighted average shares outstanding, basic		43,928		45,526		44,173		45,720
Effect of dilutive common stock equivalents		862		779		934		903
Weighted average shares outstanding, diluted		44,790		46,305		45,107		46,623

For both the three and six months ended June 30, 2013, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million, because to do so would have been anti-dilutive. For the three and six months ended July 1, 2012, diluted weighted average shares outstanding do not include outstanding equity awards of 1.3 million and 1.0 million, respectively, because to do so would have been anti-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.

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Inventories (Tables)

6 Months Ended

Jun. 30, 2013

Major Classes of Inventories

The major classes of inventories were as follows:

	June 30, 2013			December 31, 2012
	(In thousands)
Raw materials	$	81,070		$	92,072
Work-in-process		35,375			34,391
Finished goods		112,488			110,280
Perishable tooling and supplies		2,349			2,493
Gross inventories		231,282			239,236
Obsolescence and other reserves		(21,591	)		(23,954	)
Net inventories	$	209,691		$	215,282

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2013

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Note 12: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Net income	$	29,492		$	42,390		$	51,737		$	66,665
Foreign currency translation loss		(6,743	)		(29,698	)		(15,269	)		(19,072	)
Foreign currency hedging instruments, net of $0.0 million, $1.1 million, $0.0 million, and $1.1 million tax, respectively		—			1,460			—			1,460
Amortization of pension and other postretirement benefit plan losses,net of $0.8 million, $0.0 million, $1.5 million, and $0.0 million tax, respectively		1,201			—			2,374			—
Total comprehensive income	$	23,950		$	14,152		$	38,842		$	49,053

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, 2012	$	28,516		$	(59,081	)	$	(30,565	)
Other comprehensive loss before reclassifications		(15,269	)		—			(15,269	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			2,374			2,374
Net current period other comprehensive income (loss)		(15,269	)		2,374			(12,895	)
Balance at June 30, 2013	$	13,247		$	(56,707	)	$	(43,460	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 30, 2013:

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			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	$	3,931		(1)
Amortization of prior service credit		(71	)	(1)
Total before tax		3,860
Tax benefit		(1,486	)
Net of tax	$	2,374

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 11).

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (loss) Net of Tax (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation component, Beginning balance			$ 28,516
Foreign currency translation component, other comprehensive loss before reclassifications	(6,743)	(29,698)	(15,269)	(19,072)
Foreign currency translation component, amounts reclassified from accumulated other comprehensive income (loss)
Foreign currency translation component, net current period other comprehensive income (loss)		1,460	(15,269)	1,460
Foreign currency translation component, Ending balance	13,247		13,247
Pension and other postretirement benefit plans, Beginning balance			(59,081)
Pension and other postretirement benefit plans, other comprehensive loss before reclassifications
Pension and other postretirement benefit plans, amounts reclassified from accumulated other comprehensive income (loss)			2,374
Pension and other postretirement benefit plans, net of tax	1,201		2,374
Pension and other postretirement benefit plans, Ending balance	(56,707)		(56,707)
Accumulated other comprehensive income loss, Beginning balance			(30,565)
Accumulated other comprehensive income other comprehensive loss before reclassifications			(15,269)
Accumulated other comprehensive income amounts reclassified from accumulated other comprehensive income (loss)			2,374
Accumulated other comprehensive income, net current period other comprehensive income (loss)			(12,895)
Accumulated other comprehensive income, Ending balance	$ (43,460)		$ (43,460)

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Inventories - Major Classes of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventory [Line Items]
Raw materials	$ 81,070	$ 92,072
Work-in-process	35,375	34,391
Finished goods	112,488	110,280
Perishable tooling and supplies	2,349	2,493
Gross inventories	231,282	239,236
Obsolescence and other reserves	(21,591)	(23,954)
Net inventories	$ 209,691	$ 215,282

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

6 Months Ended

Jun. 30, 2013

Total Comprehensive Income

The following table summarizes total comprehensive income:

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Net income	$	29,492		$	42,390		$	51,737		$	66,665
Foreign currency translation loss		(6,743	)		(29,698	)		(15,269	)		(19,072	)
Foreign currency hedging instruments, net of $0.0 million, $1.1 million, $0.0 million, and $1.1 million tax, respectively		—			1,460			—			1,460
Amortization of pension and other postretirement benefit plan losses,net of $0.8 million, $0.0 million, $1.5 million, and $0.0 million tax, respectively		1,201			—			2,374			—
Total comprehensive income	$	23,950		$	14,152		$	38,842		$	49,053

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, 2012	$	28,516		$	(59,081	)	$	(30,565	)
Other comprehensive loss before reclassifications		(15,269	)		—			(15,269	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			2,374			2,374
Net current period other comprehensive income (loss)		(15,269	)		2,374			(12,895	)
Balance at June 30, 2013	$	13,247		$	(56,707	)	$	(43,460	)

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 six months ended June 30, 2013:

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			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	$	3,931		(1)
Amortization of prior service credit		(71	)	(1)
Total before tax		3,860
Tax benefit		(1,486	)
Net of tax	$	2,374

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 11).

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Pension and Other Postretirement Obligations (Tables)

6 Months Ended

Jun. 30, 2013

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
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Three Months Ended
Service cost	$	1,676		$	1,432		$	35		$	30
Interest cost		2,914			3,037			557			545
Expected return on plan assets		(3,391	)		(3,169	)		—			—
Amortization of prior service credit		(8	)		(19	)		(28	)		(29	)
Actuarial losses		1,665			1,490			320			223
Net periodic benefit cost	$	2,856		$	2,771		$	884		$	769
Six Months Ended
Service cost	$	3,364		$	2,864		$	68		$	62
Interest cost		5,862			6,047			1,083			1,133
Expected return on plan assets		(6,797	)		(6,333	)		—			—
Amortization of prior service credit		(16	)		(39	)		(55	)		(58	)
Actuarial losses		3,333			2,982			598			485
Net periodic benefit cost	$	5,746		$	5,521		$	1,694		$	1,622

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Comprehensive Income Loss [Line Items]
Net income	$ 29,492	$ 42,390	$ 51,737	$ 66,665
Foreign currency translation loss	(6,743)	(29,698)	(15,269)	(19,072)
Foreign currency hedging instruments, net of $0.0 million, $1.1 million, $0.0 million, and $1.1 million tax, respectively		1,460	(15,269)	1,460
Amortization of pension and other postretirement benefit plan losses,net of $0.8 million, $0.0 million, $1.5 million, and $0.0 million tax, respectively	1,201		2,374
Total comprehensive income	$ 23,950	$ 14,152	$ 38,842	$ 49,053

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Operating Segments - Operating Segment Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012	Dec. 31, 2012
Operating Statistics [Line Items]
Revenues	$ 529,491	$ 458,218	$ 1,036,964	$ 897,818
Operating income (loss)	53,913	53,037	98,153	90,163
Total assets	2,664,644		2,664,644		2,584,583
Operating Segments [Member]
Operating Statistics [Line Items]
Revenues	529,491	458,218	1,036,964	897,818
Affiliate revenues	3,510	2,474	6,483	4,619
Operating income (loss)	53,027	51,620	95,682	86,684
Total assets	802,591	693,350	802,591	693,350
Broadcast Solutions [Member] | Operating Segments [Member]
Operating Statistics [Line Items]
Revenues	166,551	74,335	322,137	144,392
Affiliate revenues	526	347	636	506
Operating income (loss)	3,505	2,467	3,359	3,635
Total assets	271,441	98,674	271,441	98,674
Enterprise Connectivity Solutions [Member] | Operating Segments [Member]
Operating Statistics [Line Items]
Revenues	132,929	129,475	249,556	253,827
Affiliate revenues	2,539	1,768	5,008	3,416
Operating income (loss)	14,675	14,284	23,510	24,036
Total assets	229,636	228,665	229,636	228,665
Industrial Connectivity Solutions [Member] | Operating Segments [Member]
Operating Statistics [Line Items]
Revenues	171,892	173,640	348,613	343,273
Affiliate revenues	415	303	779	601
Operating income (loss)	24,344	26,725	48,793	45,698
Total assets	241,075	239,595	241,075	239,595
Industrial IT Solutions [Member] | Operating Segments [Member]
Operating Statistics [Line Items]
Revenues	58,119	56,231	116,658	107,113
Affiliate revenues	30	56	60	96
Operating income (loss)	9,225	9,782	18,742	15,495
Total assets	60,439	54,229	60,439	54,229
All Other [Member] | Operating Segments [Member]
Operating Statistics [Line Items]
Revenues		24,537		49,213
Operating income (loss)	1,278	(1,638)	1,278	(2,180)
Total assets		$ 72,187		$ 72,187

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Restructuring Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	$ 5.0	$ 5.8
Accelerated depreciation	2.7	2.7
Forecast [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs		11.0
Broadcast Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	3.5	4.3
Accelerated depreciation	2.7	2.7
Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance expense	1.3	1.3
Cost of sales [Member]
Restructuring Cost and Reserve [Line Items]
Total severance and other restructuring costs	3.1	3.2
Selling, general and administrative expenses [Member]
Restructuring Cost and Reserve [Line Items]
Total severance and other restructuring costs	1.0	1.6
Research and development [Member]
Restructuring Cost and Reserve [Line Items]
Total severance and other restructuring costs	$ 0.9	$ 1.0

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Amortization of pension and other postretirement benefit plan items:
Actuarial losses			$ 3,931
Amortization of prior service credit			(71)
Total before tax			3,860
Tax benefit			(1,486)
Pension and other postretirement benefit plans, net of tax	$ 1,201		$ 2,374

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Acquisitions - Intangible Assets Related to Acquisition (Detail) (USD $) In Thousands, unless otherwise specified			6 Months Ended				6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 PPC Broadband Inc [Member]	Dec. 10, 2012 PPC Broadband Inc [Member]	Jun. 30, 2013 PPC Broadband Inc [Member] In-process research and development [Member]	Jun. 30, 2013 PPC Broadband Inc [Member] Trademarks [Member]	Jun. 30, 2013 PPC Broadband Inc [Member] Developed technologies [Member]	Jun. 30, 2013 PPC Broadband Inc [Member] Customer relationships [Member]	Jun. 30, 2013 PPC Broadband Inc [Member] Backlog [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible assets subject to amortization			$ 132,500				$ 76,000	$ 55,000	$ 1,500
Goodwill	772,014	778,708	277,005	277,005
Weighted average amortization period			11 years 2 months 12 days				5 years	20 years	6 months
Intangible assets not subject to amortization			309,005		5,000	27,000
Total assets			$ 441,505	$ 549,453

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Derivatives and Hedging Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 01, 2012	Jul. 01, 2012	Jun. 30, 2013	Dec. 31, 2012
Derivatives And Hedging Activities [Line Items]
Pre-tax gain in Accumulated Other Comprehensive Income designated and qualified as net investment hedges	$ 2.5	$ 2.5
Proceeds upon the settlement of foreign currency forward contracts		2.7
Derivatives outstanding			$ 0	$ 0

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Long-Term Debt and Other Borrowing Arrangements (Tables)

6 Months Ended

Jun. 30, 2013

Carrying Values of Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt and other borrowing arrangements were as follows:

	June 30, 2013			December 31, 2012
	(In thousands)
Senior secured credit faciliy:
Term Loan	$	232,147		$	247,714
Revolving credit component		—			198,270
Total senior secured credit facility		232,147			445,984
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		393,546			—
9.25% Senior subordinated notes due 2019		5,221			5,221
Total senior subordinated notes		1,098,767			705,221
Total debt and other borrowing arrangements		1,330,914			1,151,205
Less current maturities of Term Loan		(23,810	)		(15,678	)
Long-term debt	$	1,307,104		$	1,135,527

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CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENT (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Amortization of pension and other postretirement benefit plan losses, tax	$ 0.8	$ 0	$ 1.5	$ 0
Dividends declared per share	$ 0.05	$ 0.05	$ 0.10	$ 0.10

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Acquisitions

6 Months Ended

Jun. 30, 2013

Acquisitions

Note 2: Acquisitions

Softel Limited

We acquired Softel Limited (Softel) for $9.1 million, net of cash acquired, on January 25, 2013. Softel is a key technology supplier to the media sector with a portfolio of technologies well aligned with industry trends and growing demand. Softel is located in the United Kingdom. The results of Softel have been included in our Consolidated Financial Statements from January 25, 2013, and are reported within the Broadcast segment. The Softel acquisition was not material to our financial position or results of operations reported as of and for the three and six months ended June 30, 2013.

PPC Broadband, Inc.

We acquired 100% of the outstanding shares of PPC Broadband, Inc. (PPC) in exchange for cash of $522.4 million on December 10, 2012. PPC is a leading manufacturer and developer of advanced connectivity technologies for the broadband market and expands our solution offerings in the broadband end-market. PPC is headquartered in Syracuse, New York. PPC’s strong brands and technology enhance our portfolio of broadband products. The results of PPC have been included in our Consolidated Financial Statements from December 10, 2012, and are reported within the Broadcast segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of December 10, 2012 (in thousands).

Cash	$	6,874
Receivables		27,082
Inventories		45,370
Other current assets		468
Property, plant and equipment		28,020
Goodwill		277,005
Intangible assets		164,500
Other non-current assets		134
Total assets	$	549,453
Accounts payable	$	22,499
Accrued liabilities		3,916
Other long-term liabilities		646
Total liabilities		27,061
Net assets	$	522,392

The above purchase price allocation has been determined provisionally, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available and we ensure our accounting policies are applied at PPC. The provisional measurement of receivables, inventories, property, plant, and equipment, goodwill, deferred income taxes, and other assets and liabilities are subject to change. Any change in the acquisition date fair value of the acquired net assets 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 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 $27.1 million, with a gross contractual amount of $27.7 million. We do not expect to collect $0.6 million of the acquired receivables.

For purposes of the above allocation, we have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We based our estimate of the fair value for the acquired property, plant, and equipment on a valuation study performed by a third party valuation firm. We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets.

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. Our tax basis in the acquired goodwill is $277.0 million. The goodwill balance we recorded is deductible for tax purposes up to the amount of the tax basis. Intangible assets related to the PPC acquisition consisted of the following:

	Estimated Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	76,000		5.0
Customer relationships		55,000		20.0
Backlog		1,500		0.5
Total intangible assets subject to amortization		132,500
Intangible assets not subject to amortization:
Goodwill		277,005
In-process research and development		5,000
Trademarks		27,000
Total intangible assets not subject to amortization		309,005
Total intangible assets	$	441,505
Weighted average amortization period				11.2

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely. In-process research and development assets are considered indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, we will make a determination of the useful life of the asset and begin amortizing it over that period. If the project is abandoned, we will write-off the asset at such time.

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of customer turnover. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Miranda Technologies Inc.

We acquired Miranda Technologies Inc. (Miranda) for cash of $374.7 million in July 2012. The results of Miranda are reported within the Broadcast segment. There have been no significant changes to the provisional purchase price allocation as compared to December 31, 2012. As of June 30, 2013, we remain in the process of finalizing our analysis of Miranda’s income tax assets and liabilities and ensuring our accounting policies are applied at Miranda. Therefore, the provisional measurement of goodwill, deferred income taxes, deferred revenue, and other assets and liabilities are subject to change.

Pro forma – PPC and Miranda

The following table illustrates the unaudited pro forma effect on operating results as if the Miranda and PPC acquisitions had been completed as of January 1, 2011.

	Three Months Ended July 1, 2012		Six Months Ended July 1, 2012
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	560,487	$	1,096,399
Income from continuing operations		42,274		65,384
Diluted income per share from continuing operations	$	0.91	$	1.40

For purposes of the unaudited pro forma disclosures, the three and six months ended July 1, 2012 include interest expense from the term loan borrowed to finance the acquisition of Miranda and from the borrowings under our senior secured credit facility to finance the acquisition of PPC.

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 acquisitions 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 acquisitions.

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Inventories

6 Months Ended

Jun. 30, 2013

Inventories

Note 5: Inventories

The major classes of inventories were as follows:

	June 30, 2013			December 31, 2012
	(In thousands)
Raw materials	$	81,070		$	92,072
Work-in-process		35,375			34,391
Finished goods		112,488			110,280
Perishable tooling and supplies		2,349			2,493
Gross inventories		231,282			239,236
Obsolescence and other reserves		(21,591	)		(23,954	)
Net inventories	$	209,691		$	215,282

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Operating Segments

6 Months Ended

Jun. 30, 2013

Operating Segments

Note 3: Operating Segments

In 2013, we re-organized the Company around four global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, and Industrial IT. Previously, we were organized around geographic regions. The re-organization was executed as a result of our transformation into a global provider of comprehensive signal transmission solutions. We believe the new solution oriented organization will allow us to better capitalize on market opportunities and meet customer demands. We have determined that each of the global business platforms represents a reportable segment. We have revised the prior period segment information to conform to the change in the composition of our reportable segments. The All Other segment represents the financial results of our cable operations that primarily conducted business in the consumer electronics end market, which we sold in December 2012.

We allocate corporate expenses to the segments for purposes of measuring segment operating income. Corporate expenses are allocated on the basis of each segment’s relative operating income prior to the allocation, adjusted for certain items including asset impairment, severance and other restructuring costs, purchase accounting effects related to acquisitions, accelerated depreciation, and amortization of intangible assets.

	Broadcast Solutions		Enterprise Connectivity Solutions		Industrial Connectivity Solutions		Industrial IT  Solutions		All Other			Total Segments
	(In thousands)
As of and for the three months ended June 30, 2013
Revenues	$	166,551	$	132,929	$	171,892	$	58,119	$	—		$	529,491
Affiliate revenues		526		2,539		415		30		—			3,510
Operating income		3,505		14,675		24,344		9,225		1,278			53,027
Total assets		271,441		229,636		241,075		60,439		—			802,591
As of and for the three months ended July 1, 2012
Revenues	$	74,335	$	129,475	$	173,640	$	56,231	$	24,537		$	458,218
Affiliate revenues		347		1,768		303		56		—			2,474
Operating income (loss)		2,467		14,284		26,725		9,782		(1,638	)		51,620
Total assets		98,674		228,665		239,595		54,229		72,187			693,350
As of and for the six months ended June 30, 2013
Revenues	$	322,137	$	249,556	$	348,613	$	116,658	$	—		$	1,036,964
Affiliate revenues		636		5,008		779		60		—			6,483
Operating income		3,359		23,510		48,793		18,742		1,278			95,682
Total assets		271,441		229,636		241,075		60,439		—			802,591
As of and for the six months ended July 1, 2012
Revenues	$	144,392	$	253,827	$	343,273	$	107,113	$	49,213		$	897,818
Affiliate revenues		506		3,416		601		96		—			4,619
Operating income (loss)		3,635		24,036		45,698		15,495		(2,180	)		86,684
Total assets		98,674		228,665		239,595		54,229		72,187			693,350

Total segment assets do not include cash, goodwill and intangible assets, deferred tax assets, or corporate assets.

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes.

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
				(In thousands)
Segment operating income	$	53,027		$	51,620		$	95,682		$	86,684
Income from equity method investment		2,256			1,960			4,527			4,701
Eliminations		(1,370	)		(543	)		(2,056	)		(1,222	)
Total operating income		53,913			53,037			98,153			90,163
Interest expense		(18,345	)		(12,499	)		(34,250	)		(24,418	)
Interest income		149			211			257			562
Income from continuing operations before taxes	$	35,717		$	40,749		$	64,160		$	66,307

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Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Term Loan	$ 232,147	$ 247,714
Revolving credit component
Total senior subordinated notes	1,098,767	705,221
Total debt and other borrowing arrangements	1,330,914	1,151,205
Less current maturities of Term Loan	(23,810)	(15,678)
Long-term debt	1,307,104	1,135,527
Revolving credit component [Member]
Debt Instrument [Line Items]
Revolving credit component		198,270
Senior secured credit facility [Member]
Debt Instrument [Line Items]
Total debt and other borrowing arrangements	232,147	445,984
5.5% Senior subordinated notes due 2022 [Member]
Debt Instrument [Line Items]
Total debt and other borrowing arrangements	700,000	700,000
5.5% Senior subordinated notes due 2023 [Member]
Debt Instrument [Line Items]
Total debt and other borrowing arrangements	393,546
9.25% Senior subordinated notes due 2019 [Member]
Debt Instrument [Line Items]
Total debt and other borrowing arrangements	$ 5,221	$ 5,221

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	1 Months Ended	12 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2013	Jul. 01, 2012	Jul. 01, 2012 Thermax and Raydex [Member]	Jul. 01, 2012 Thermax and Raydex [Member]	Jun. 30, 2013 Trapeze [Member]	Dec. 31, 2010 Trapeze [Member]	Jun. 30, 2013 Standby letters of credit [Member]	Jun. 30, 2013 Bank guaranties [Member]	Jun. 30, 2013 Surety bonds [Member]
Loss Contingencies [Line Items]
Reporting Period	91 days	90 days	181 days	183 days
Fair value measurements, transfers between Level 1 and Level 2	$ 0		$ 0	$ 0
Original maturity period of cash and cash equivalents	Three months or less
Fair value of cash and cash equivalents based on quoted market prices in active markets Level 1 valuation	260.5		260.5
Contingency accrual at carrying value									7.0	4.7	1.7
Operating results from discontinued operations					25.8	50.5
Income before taxes from discontinued operations					5.3	12.1
Proceeds from the sales of Trapeze								152.1
Amount received in cash at the end of transaction								136.9
Amount in escrow as partial security for Company's indemnity obligations under transaction's purchase and sale agreement								15.2
Amount collected from escrow							4.2
Escrow receivable							$ 3.8

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Acquisitions - Pro Forma Effect on Operating Results (Detail) (PPC Broadband And Miranda Technologies [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 01, 2012	Jul. 01, 2012
PPC Broadband And Miranda Technologies [Member]
Schedule Of Condensed Consolidating Statement Of Operation [Line Items]
Revenues	$ 560,487	$ 1,096,399
Income from continuing operations	$ 42,274	$ 65,384
Diluted income per share from continuing operations	$ 0.91	$ 1.40

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Income per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Earnings Per Common Share [Line Items]
Diluted weighted average shares outstanding do not include outstanding equity awards	0.3	1.3	0.3	1.0

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Share Repurchases - Additional Information (Detail) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended		3 Months Ended	6 Months Ended	24 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2013 Share Repurchase Program [Member]	Jun. 30, 2013 Share Repurchase Program [Member]	Jun. 30, 2013 Share Repurchase Program [Member]
Shares Repurchased [Line Items]
Purchase of common stock	$ 200.0	$ 150.0
Repurchase of shares			600	1,200	4,900
Prepaid variable agreement cost			$ 31.3	$ 62.5	$ 187.5
Repurchase of shares average price per share			$ 53.49	$ 52.21	$ 38.23

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Pension and Other Postretirement Obligations - Components of Net Periodic Benefit Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Pension Obligations [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,676	$ 1,432	$ 3,364	$ 2,864
Interest cost	2,914	3,037	5,862	6,047
Expected return on plan assets	(3,391)	(3,169)	(6,797)	(6,333)
Amortization of prior service credit	(8)	(19)	(16)	(39)
Actuarial losses	1,665	1,490	3,333	2,982
Net periodic benefit cost	2,856	2,771	5,746	5,521
Other Postretirement Obligations [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	35	30	68	62
Interest cost	557	545	1,083	1,133
Amortization of prior service credit	(28)	(29)	(55)	(58)
Actuarial losses	320	223	598	485
Net periodic benefit cost	$ 884	$ 769	$ 1,694	$ 1,622

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Revenues	$ 529,491	$ 458,218	$ 1,036,964	$ 897,818
Cost of sales	(350,295)	(313,570)	(690,415)	(620,371)
Gross profit	179,196	144,648	346,549	277,447
Selling, general and administrative expenses	(93,503)	(76,342)	(185,485)	(157,864)
Research and development	(20,931)	(14,814)	(41,356)	(28,622)
Amortization of intangibles	(13,105)	(2,415)	(26,082)	(5,499)
Income from equity method investment	2,256	1,960	4,527	4,701
Operating income	53,913	53,037	98,153	90,163
Interest expense	(18,345)	(12,499)	(34,250)	(24,418)
Interest income	149	211	257	562
Income from continuing operations before taxes	35,717	40,749	64,160	66,307
Income tax expense	(6,225)	(1,044)	(12,423)	(6,863)
Income from continuing operations	29,492	39,705	51,737	59,444
Income from discontinued operations, net of tax		2,685		7,221
Net income	29,492	42,390	51,737	66,665
Weighted average number of common shares and equivalents:
Basic	43,928	45,526	44,173	45,720
Diluted	44,790	46,305	45,107	46,623
Basic income per share:
Continuing operations	$ 0.67	$ 0.87	$ 1.17	$ 1.30
Discontinued operations		$ 0.06		$ 0.16
Net income	$ 0.67	$ 0.93	$ 1.17	$ 1.46
Diluted income per share:
Continuing operations	$ 0.66	$ 0.86	$ 1.15	$ 1.27
Discontinued operations		$ 0.06		$ 0.15
Net income	$ 0.66	$ 0.92	$ 1.15	$ 1.43
Comprehensive income	$ 23,950	$ 14,152	$ 38,842	$ 49,053
Dividends declared per share	$ 0.05	$ 0.05	$ 0.10	$ 0.10

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Long-Term Debt and Other Borrowing Arrangements

6 Months Ended

Jun. 30, 2013

Long-Term Debt and Other Borrowing Arrangements

Note 8: Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt and other borrowing arrangements were as follows:

	June 30, 2013			December 31, 2012
	(In thousands)
Senior secured credit faciliy:
Term Loan	$	232,147		$	247,714
Revolving credit component		—			198,270
Total senior secured credit facility		232,147			445,984
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		393,546			—
9.25% Senior subordinated notes due 2019		5,221			5,221
Total senior subordinated notes		1,098,767			705,221
Total debt and other borrowing arrangements		1,330,914			1,151,205
Less current maturities of Term Loan		(23,810	)		(15,678	)
Long-term debt	$	1,307,104		$	1,135,527

Senior Secured Facility

In 2012, we amended our senior secured credit facility (Senior Secured Facility) and borrowed a CAD$250.0 million term loan (the Term Loan). The Term Loan matures in 2017 and requires quarterly amortization payments. Interest on the Term Loan is variable, based upon the three-month Canadian money-market rate plus an applicable spread (3.82% at June 30, 2013).

The borrowing capacity under the revolving credit component of our Senior Secured Facility is $400.0 million, and it matures on April 25, 2016. Under the revolving credit component, we are permitted to borrow and re-pay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate. As of June 30, 2013, there were no borrowings outstanding under the revolving credit component, and we had $386.6 million in available borrowing capacity, as our borrowing capacity is also reduced by outstanding credit instruments of $13.4 million. We pay a commitment fee on our available borrowing capacity, which ranges from 0.25% to 0.50%, depending on our leverage ratio.

Borrowings under our Senior Secured Facility are secured by certain of our assets in the United States as well as the capital stock of certain of our subsidiaries. The Senior Secured Facility contains a leverage ratio covenant and a fixed charge coverage ratio covenant. As of June 30, 2013, we were in compliance with all of the covenants of the Senior Secured Facility.

Senior Subordinated Notes

In March 2013, we issued €300.0 million ($388.2 million at issuance) aggregate principal amount of 5.5% senior subordinated notes due 2023. The carrying value of the notes as of June 30, 2013 is $393.5 million. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2019 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 Senior Secured Facility. Interest is payable semiannually on April 15 and October 15 of each year, beginning October 15, 2013. We paid $7.8 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to repay amounts outstanding under the revolving credit component of our Senior Secured Facility and for general corporate purposes.

As of June 30, 2013, we have $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022 outstanding. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on March 1 and September 1 of each year.

As of June 30, 2013, $5.2 million aggregate principal amount of our senior subordinated notes due 2019 remain outstanding. The senior subordinated notes due 2019 have a coupon interest rate of 9.25%, and an effective interest rate of 9.75%. The interest on the 2019 notes is payable semiannually on June 15 and December 15. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes at June 30, 2013 was approximately $1,077 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $1,099 million as of June 30, 2013. We believe the fair value of our variable rate Term Loan approximates book value.

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CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENT (USD $) In Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Component [Member]	Accumulated Other Comprehensive Income (Loss), Pension and Postretirement Benefit Plans [Member]
Beginning balance at Dec. 31, 2012	$ 811,860	$ 503	$ 598,180	$ 461,756	$ (218,014)	$ 28,516	$ (59,081)
Beginning balance, shares at Dec. 31, 2012		50,335			(6,167)
Net income	51,737			51,737
Foreign currency translation	(15,269)					(15,269)
Amortization of pension and other postretirement benefit plan losses, net of $1.5 million tax	2,374						2,374
Exercise of stock options, net of tax withholding, shares					490
Exercise of stock options, net of tax withholding	1,649		(16,867)		18,516
Conversion of restricted stock units into common stock, net of tax withholding, shares					120
Conversion of restricted stock units into common stock, net of tax withholding	(2,815)		(7,012)		4,197
Share repurchase program	(62,500)				(62,500)
Share repurchase program, shares					(1,197)
Share-based compensation	12,728		12,728
Dividends ($0.10 per share)	(4,452)			(4,452)
Ending balance at Jun. 30, 2013	$ 795,312	$ 503	$ 587,029	$ 509,041	$ (257,801)	$ 13,247	$ (56,707)
Ending balance, shares at Jun. 30, 2013		50,335			(6,754)

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 476,201	$ 395,095
Receivables, net	326,413	300,864
Inventories, net	209,691	215,282
Income tax receivable	20,382
Deferred income taxes	22,718	19,885
Other current assets	21,786	28,456
Total current assets	1,077,191	959,582
Property, plant and equipment, less accumulated depreciation	299,838	307,048
Goodwill	772,014	778,708
Intangible assets, less accumulated amortization	400,330	428,273
Deferred income taxes	40,098	46,970
Other long-lived assets	75,173	64,002
Total assets	2,664,644	2,584,583
Current liabilities:
Accounts payable	190,531	183,672
Accrued liabilities	162,275	166,272
Current maturities of long-term debt	23,810	15,678
Current liabilities of discontinued operations		86,860
Total current liabilities	376,616	452,482
Long-term debt	1,307,104	1,135,527
Postretirement benefits	139,573	144,320
Other long-term liabilities	46,039	40,394
Stockholders' equity:
Preferred stock
Common stock	503	503
Additional paid-in capital	587,029	598,180
Retained earnings	509,041	461,756
Accumulated other comprehensive loss	(43,460)	(30,565)
Treasury stock	(257,801)	(218,014)
Total stockholders' equity	795,312	811,860
Total liabilities and stockholders' equity	$ 2,664,644	$ 2,584,583

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Acquisitions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended			3 Months Ended
	Jan. 25, 2013 Softel Limited [Member]	Dec. 10, 2012 PPC Broadband Inc [Member]	Jun. 30, 2013 PPC Broadband Inc [Member]	Jul. 31, 2012 Miranda Technologies Inc [Member]
Business Acquisition [Line Items]
Amount paid for additional shares acquired	$ 9.1	$ 522.4		$ 374.7
Percentage of outstanding shares acquired		100.00%
Fair value of acquired receivables			27.1
Acquired receivable, gross contractual amount			27.7
Amount of acquired receivables not expected to be collected			0.6
Goodwill acquired			$ 277.0

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Income per Share (Tables)

6 Months Ended

Jun. 30, 2013

Basis of Income per Share Computation

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

	Three Months Ended				Six Months Ended
	June 30, 2013		July 1, 2012		June 30, 2013		July 1, 2012
	(In thousands)
Numerator:
Income from continuing operations	$	29,492	$	39,705	$	51,737	$	59,444
Income from discontinued operations, net of tax		—		2,685		—		7,221
Net income	$	29,492	$	42,390	$	51,737	$	66,665
Denominator:
Weighted average shares outstanding, basic		43,928		45,526		44,173		45,720
Effect of dilutive common stock equivalents		862		779		934		903
Weighted average shares outstanding, diluted		44,790		46,305		45,107		46,623

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended			12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013 Thermax and Raydex [Member]	Dec. 31, 2012 Thermax and Raydex [Member]	Jun. 30, 2013 Cooper Industries [Member]	Dec. 31, 2012 Cooper Industries [Member]
Income Taxes [Line Items]
Income tax expense	$ 6,225,000	$ 1,044,000	$ 12,423,000	$ 6,863,000
Effective tax rate	17.40%		19.40%
Applicable Statutory United States Tax Rate			35.00%
Tax benefit due to the impact of tax law changes			5,200,000
Income tax expense for uncertain tax position liability			3,700,000
Income tax benefit, reduction in deferred tax asset valuation allowance, foreign net operating loss				10,400,000
Significant tax items settlement payment					41,800,000		30,000,000
Pre-tax gain on sale of business						211,600,000
Tax benefit recognized								$ 21,000,000

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Long-Lived Assets - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Proceeds from sale of PP&E, including real estate			$ 3,136,000	$ 353,000
Depreciation expense	12,100,000	8,600,000	21,700,000	17,300,000
Accelerated depreciation	2,700,000		2,700,000
Amortization of intangibles	13,105,000	2,415,000	26,082,000	5,499,000
Consumer Electronics [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Gain or loss on the sale of the consumer electronic assets	1,300,000		1,300,000
Broadcast Solutions [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Proceeds from sale of PP&E, including real estate			1,000,000
Gain or loss recognized on the sale			300,000
Enterprise Solutions [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Proceeds from sale of PP&E, including real estate			2,100,000
Gain or loss recognized on the sale			$ 0

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Operating Segments - Reconciliation of Total Reportable Segments' Net Income to Consolidated Income (Loss) from Continuing Operations Before Taxes (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income from equity method investment	$ 2,256	$ 1,960	$ 4,527	$ 4,701
Segment operating income	53,913	53,037	98,153	90,163
Interest expense	(18,345)	(12,499)	(34,250)	(24,418)
Interest income	149	211	257	562
Income from continuing operations before taxes	35,717	40,749	64,160	66,307
Reportable Segment [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment operating income	53,027	51,620	95,682	86,684
Eliminations [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment operating income	$ (1,370)	$ (543)	$ (2,056)	$ (1,222)

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Income per Share - Basis of Income Per Share Computation (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Earnings Per Common Share [Line Items]
Income from continuing operations	$ 29,492	$ 39,705	$ 51,737	$ 59,444
Income from discontinued operations, net of tax		2,685		7,221
Net income	$ 29,492	$ 42,390	$ 51,737	$ 66,665
Weighted average shares outstanding, basic	43,928	45,526	44,173	45,720
Effect of dilutive common stock equivalents	862	779	934	903
Weighted average shares outstanding, diluted	44,790	46,305	45,107	46,623

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Restructuring Activities

6 Months Ended

Jun. 30, 2013

Restructuring Activities

Note 7: Restructuring Activities

For the three and six months ended June 30, 2013, we recorded severance and other restructuring costs of $5.0 million and $5.8 million, respectively. The majority of these costs were recorded in our Broadcast segment, which recognized $3.5 million and $4.3 million of severance and other restructuring costs for the three and six months ended June 30, 2013, respectively. The other restructuring costs included relocation, equipment transfer, and other costs. The Broadcast segment also recorded $2.7 million of accelerated depreciation expense for both the three and six months ended June 30, 2013. These costs were incurred primarily as a result of facility consolidation in New York for recently acquired locations and other acquisition integration activities. The Industrial IT segment also recognized $1.3 million of severance expense for both the three and six months ended June 30, 2013.

Of the total severance and other restructuring costs recognized for the three months ended June 30, 2013, $3.1 million, $1.0 million, and $0.9 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively. Of the total severance and other restructuring costs recognized for the six months ended June 30, 2013, $3.2 million, $1.6 million, and $1.0 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively. We expect the majority of the costs related to these actions will be paid in 2013.

We expect to incur additional severance and other restructuring costs and accelerated depreciation expense in 2013 of approximately $11 million as a result of the Broadcast activities discussed above. We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.

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Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 PPC Broadband Inc [Member]	Dec. 10, 2012 PPC Broadband Inc [Member]
Business Acquisition [Line Items]
Cash				$ 6,874
Receivables				27,082
Inventories				45,370
Other current assets				468
Property, plant and equipment				28,020
Goodwill	772,014	778,708	277,005	277,005
Intangible assets				164,500
Other non-current assets				134
Total assets			441,505	549,453
Accounts payable				22,499
Accrued liabilities				3,916
Other long-term liabilities				646
Total liabilities				27,061
Net assets				$ 522,392

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Long-Term Debt and Other Borrowing Arrangements - Additional Information (Detail)	6 Months Ended		6 Months Ended					6 Months Ended			3 Months Ended	6 Months Ended
	Jun. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 $400.0 million senior secured credit facility [Member] USD ($)	Jun. 30, 2013 $400.0 million senior secured credit facility [Member] Minimum [Member]	Jun. 30, 2013 $400.0 million senior secured credit facility [Member] Maximum [Member]	Jun. 30, 2013 Senior Secured Term Loan Credit Facility [Member]	Dec. 31, 2012 Senior Secured Term Loan Credit Facility [Member] CAD	Jun. 30, 2013 Senior Subordinated notes due 2022 [Member] Senior Subordinate Notes [Member] USD ($)	Jun. 30, 2013 Senior Subordinated notes due 2019 [Member] Senior Subordinate Notes [Member] USD ($)	Jun. 30, 2013 Senior subordinated notes due 2023 [Member] USD ($)	Mar. 31, 2013 Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] USD ($)	Jun. 30, 2013 Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member]	Mar. 31, 2013 Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] EUR (€)
Debt Instrument [Line Items]
Senior secured credit facility	$ 232,147,000	$ 247,714,000					250,000,000
Interest on term loan						3.82%
Maximum amount of Senior Secured Credit Facility			400,000,000
Credit facility expiration date			Apr. 25, 2016
Line of credit facility interest rate description			Under the revolving credit component, we are permitted to borrow and repay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate.
Line of credit, interest rate, LIBOR term			3 months
Available Borrowing Capacity	386,600,000
Borrowing outstanding under the revolving credit agreement
Letters of credit outstanding, Amount	13,400,000
Commitment fee percentage depending on leverage ratio				0.25%	0.50%
Senior subordinated notes	1,098,767,000	705,221,000						700,000,000	5,200,000		388,200,000		300,000,000
Interest rate of senior subordinated notes								5.50%	9.25%		5.50%
Carrying value of notes										393,500,000
Senior Subordinated Notes maturing 2019; description of priority								The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility.	The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility.		The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2019 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 Senior Secured Facility.
Senior Subordinated Notes maturing 2019; guarantees by subsidiaries								The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries.	The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries.		The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries.
Frequency of interest payments								Semiannually	Semiannually		Semiannually
Fees associated with debt issuance	7,817,000										7,800,000
Effective interest rate of senior subordinated notes									9.75%
Senior subordinated notes due date								2022				2023
Fair value of debt instrument	1,077,000,000
Senior subordinated notes carrying value	$ 1,099,000,000

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Taxes

Note 10: Income Taxes

Income tax expense was $6.2 million and $12.4 million for the three and six months ended June 30, 2013, respectively. The most significant factor in the difference between the effective tax rate of 17.4% and 19.4% for the three and six months ended June 30, 2013, respectively, and the amount determined by applying the applicable statutory United States tax rate of 35% is the tax rate differential associated with our foreign earnings.

Income tax expense for the six months ended June 30, 2013 included a $5.2 million tax benefit due to the impact of tax law changes in the U.S. In addition, for the six months ended June 30, 2013, we recorded $3.7 million of income tax expense for an uncertain tax position liability related to a foreign tax audit. Income tax expense for the six months ended July 1, 2012 included a tax benefit of $10.4 million due to reductions in our deferred tax asset valuation allowance associated with net operating losses in certain foreign tax jurisdictions.

For the six months ended June 30, 2013, we made planned payments of two significant tax items. First, we paid $41.8 million of our estimated 2012 tax liability related to the sale of the Thermax and Raydex cable business in 2012. We recognized a $211.6 million pre-tax gain on the sale of this business in 2012. Second, we paid $30.0 million to settle a tax sharing agreement dispute with Cooper Industries. We reached the settlement and recognized a $21.0 million tax benefit in 2012.

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Long-Lived Assets

6 Months Ended

Jun. 30, 2013

Long-Lived Assets

Note 6: Long-Lived Assets

Disposals

During the six months ended June 30, 2013, we sold certain real estate of the Broadcast segment for $1.0 million and recognized a $0.3 million loss on the sale. We also sold certain real estate of the Enterprise Connectivity segment for $2.1 million. There was no gain or loss on the sale.

In 2012, we sold our cable operations that primarily conducted business in the consumer electronics end market in China. For both the three and six months ended June 30, 2013, we recorded a $1.3 million gain on the sale due to a favorable resolution with the buyer of those assets regarding the closing date working capital.

Depreciation and Amortization Expense

We recognized depreciation expense in income from continuing operations of $12.1 million and $21.7 million in the three and six months ended June 30, 2013, respectively. Depreciation expense for both the three and six months ended June 30, 2013 included $2.7 million of accelerated depreciation as a result of our decision to consolidate manufacturing facilities as we integrate PPC. We recognized depreciation expense in income from continuing operations of $8.6 million and $17.3 million in the three and six months ended July 1, 2012, respectively.

We recognized amortization expense in income from continuing operations related to our intangible assets of $13.1 million and $26.1 million in the three and six months ended June 30, 2013, respectively. We recognized amortization expense in income from continuing operations related to our intangible assets of $2.4 million and $5.5 million in the three and six months ended July 1, 2012, respectively.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies

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, Belden, 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, 2012:

— 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 2012 Annual Report on Form 10-K.

Business Description

Belden designs, manufactures, and markets signal transmission solutions for the broadcast, enterprise, and industrial markets. Our products are designed and manufactured to strict quality standards resulting in an industry leading reputation for worldwide reliability.

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 March 31, 2013, the 90th day of our fiscal year 2013. Our fiscal second quarter has 91 days and ended on June 30, 2013. Our fiscal third quarter has 91 days and will end on September 29, 2013. The six months ended June 30, 2013 and July 1, 2012 included 181 and 183 days, respectively.

Reclassifications

We have made certain reclassifications to the 2012 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2013 presentation, primarily related to discontinued operations of a disposed business.

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;

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

As of and for the three and six months ended June 30, 2013 and July 1, 2012, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the year.

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. 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. The fair value of these cash equivalents as of June 30, 2013 was $260.5 million and is based on quoted market prices in active markets (i.e., Level 1 valuation).

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 June 30, 2013, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.0 million, $4.7 million, and $1.7 million, respectively.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple products. For these arrangements, revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business, and the results of operations of Thermax and Raydex in 2012 are reported in discontinued operations. Operating results from discontinued operations for the three and six months ended July 1, 2012 include $25.8 million and $50.5 million, respectively, of revenues and $5.3 million and $12.1 million, respectively, of income before taxes from Thermax and Raydex.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of June 30, 2013, we have collected a partial settlement of $4.2 million from the escrow, and we remain in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. Based on the current status of the negotiations, the amount of the escrow receivable on our Condensed Consolidated Balance Sheet is $3.8 million, which is our best estimate of the remaining amount to be collected.

Subsequent Events

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

Current-Year Adoption of Accounting Pronouncements

On January 1, 2013, we adopted new accounting guidance issued by the FASB with regard to the presentation and disclosure of changes in accumulated other comprehensive income (loss). The adoption of this guidance did not have a material impact on our financial statements.

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jul. 01, 2012	Jun. 30, 2013	Jul. 01, 2012
Comprehensive Income Loss [Line Items]
Foreign currency hedging instruments,tax	$ 0	$ 1.1	$ 0	$ 1.1
Amortization of pension and other postretirement benefit plan losses, tax portion	$ 0.8	$ 0	$ 1.5	$ 0

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Operating Segments - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013 Segment
Segment Reporting Information [Line Items]
Number of global business platforms	4

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Share Repurchases

6 Months Ended

Jun. 30, 2013

Share Repurchases

Note 13: Share Repurchases

In 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. In 2012, our Board of Directors authorized an extension of the share repurchase program, which allows us to purchase up to an additional $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 by cash on hand and cash flows from operating activities.

For the three months ended June 30, 2013, we repurchased 0.6 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $31.3 million and an average price per share of $53.49. For the six months ended June 30, 2013, we repurchased 1.2 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $62.5 million and an average price per share of $52.21. From inception of the program to June 30, 2013, we have repurchased 4.9 million shares of our common stock under the programs for an aggregate cost of $187.5 million and an average price of $38.23.

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Derivatives and Hedging Activities

6 Months Ended

Jun. 30, 2013

Derivatives and Hedging Activities

Note 9: Derivatives and Hedging Activities

During 2012, we entered into foreign currency forward contracts that were formally designated and qualified as net investment hedges. We recognized a $2.5 million pre-tax gain in Accumulated Other Comprehensive Income for both the three and six months ended July 1, 2012 related to these hedges. We collected $2.7 million in proceeds upon the settlement of foreign currency forward contracts for the six months ended July 1, 2012. There were no outstanding derivatives as of December 31, 2012 or as of or for the three and six months ended June 30, 2013.

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Operating Segments (Tables)

6 Months Ended

Jun. 30, 2013

Operating Segment Information

Corporate expenses are allocated on the basis of each segment’s relative operating income prior to the allocation, adjusted for certain items including asset impairment, severance and other restructuring costs, purchase accounting effects related to acquisitions, accelerated depreciation, and amortization of intangible assets.

	Broadcast Solutions		Enterprise Connectivity Solutions		Industrial Connectivity Solutions		Industrial IT Solutions		All Other			Total Segments
	(In thousands)
As of and for the three months ended June 30, 2013
Revenues	$	166,551	$	132,929	$	171,892	$	58,119	$	—		$	529,491
Affiliate revenues		526		2,539		415		30		—			3,510
Operating income		3,505		14,675		24,344		9,225		1,278			53,027
Total assets		271,441		229,636		241,075		60,439		—			802,591
As of and for the three months ended July 1, 2012
Revenues	$	74,335	$	129,475	$	173,640	$	56,231	$	24,537		$	458,218
Affiliate revenues		347		1,768		303		56		—			2,474
Operating income (loss)		2,467		14,284		26,725		9,782		(1,638	)		51,620
Total assets		98,674		228,665		239,595		54,229		72,187			693,350
As of and for the six months ended June 30, 2013
Revenues	$	322,137	$	249,556	$	348,613	$	116,658	$	—		$	1,036,964
Affiliate revenues		636		5,008		779		60		—			6,483
Operating income		3,359		23,510		48,793		18,742		1,278			95,682
Total assets		271,441		229,636		241,075		60,439		—			802,591
As of and for the six months ended July 1, 2012
Revenues	$	144,392	$	253,827	$	343,273	$	107,113	$	49,213		$	897,818
Affiliate revenues		506		3,416		601		96		—			4,619
Operating income (loss)		3,635		24,036		45,698		15,495		(2,180	)		86,684
Total assets		98,674		228,665		239,595		54,229		72,187			693,350

Reconciliation of Total Reportable Segments' Net Income to Consolidated Income (Loss) from Continuing Operations Before Taxes

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes.

	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
	(In thousands)
Segment operating income	$	53,027		$	51,620		$	95,682		$	86,684
Income from equity method investment		2,256			1,960			4,527			4,701
Eliminations		(1,370	)		(543	)		(2,056	)		(1,222	)
Total operating income		53,913			53,037			98,153			90,163
Interest expense		(18,345	)		(12,499	)		(34,250	)		(24,418	)
Interest income		149			211			257			562
Income from continuing operations before taxes	$	35,717		$	40,749		$	64,160		$	66,307

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2013

Basis of Presentation

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, Belden, 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, 2012:

— 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 2012 Annual Report on Form 10-K.

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 March 31, 2013, the 90th day of our fiscal year 2013. Our fiscal second quarter has 91 days and ended on June 30, 2013. Our fiscal third quarter has 91 days and will end on September 29, 2013. The six months ended June 30, 2013 and July 1, 2012 included 181 and 183 days, respectively.

Reclassifications

Reclassifications

We have made certain reclassifications to the 2012 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2013 presentation, primarily related to discontinued operations of a disposed business.

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;

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

As of and for the three and six months ended June 30, 2013 and July 1, 2012, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the year.

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. 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. The fair value of these cash equivalents as of June 30, 2013 was $260.5 million and is based on quoted market prices in active markets (i.e., Level 1 valuation).

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.

As of June 30, 2013, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.0 million, $4.7 million, and $1.7 million, respectively.

Revenue Recognition

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple products. For these arrangements, revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

Discontinued Operations

Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business, and the results of operations of Thermax and Raydex in 2012 are reported in discontinued operations. Operating results from discontinued operations for the three and six months ended July 1, 2012 include $25.8 million and $50.5 million, respectively, of revenues and $5.3 million and $12.1 million, respectively, of income before taxes from Thermax and Raydex.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of June 30, 2013, we have collected a partial settlement of $4.2 million from the escrow, and we remain in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. Based on the current status of the negotiations, the amount of the escrow receivable on our Condensed Consolidated Balance Sheet is $3.8 million, which is our best estimate of the remaining amount to be collected.

Subsequent Events

Subsequent Events

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

Current-Year Adoption of Accounting Pronouncements

Current-Year Adoption of Accounting Pronouncements

On January 1, 2013, we adopted new accounting guidance issued by the FASB with regard to the presentation and disclosure of changes in accumulated other comprehensive income (loss). The adoption of this guidance did not have a material impact on our financial statements.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 02, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	BDC
Entity Registrant Name	BELDEN INC.
Entity Central Index Key	0000913142
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		43,601,317

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of December 10, 2012 (in thousands).

Cash	$	6,874
Receivables		27,082
Inventories		45,370
Other current assets		468
Property, plant and equipment		28,020
Goodwill		277,005
Intangible assets		164,500
Other non-current assets		134
Total assets	$	549,453
Accounts payable	$	22,499
Accrued liabilities		3,916
Other long-term liabilities		646
Total liabilities		27,061
Net assets	$	522,392

Intangible Assets Related to Acquisition

Intangible assets related to the PPC acquisition consisted of the following:

	Estimated Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	76,000		5.0
Customer relationships		55,000		20.0
Backlog		1,500		0.5
Total intangible assets subject to amortization		132,500
Intangible assets not subject to amortization:
Goodwill		277,005
In-process research and development		5,000
Trademarks		27,000
Total intangible assets not subject to amortization		309,005
Total intangible assets	$	441,505
Weighted average amortization period				11.2

Pro Forma Effect on Operating Results

The following table illustrates the unaudited pro forma effect on operating results as if the Miranda and PPC acquisitions had been completed as of January 1, 2011.

	Three Months Ended July 1, 2012		Six Months Ended July 1, 2012
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	560,487	$	1,096,399
Income from continuing operations		42,274		65,384
Diluted income per share from continuing operations	$	0.91	$	1.40