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 29, 2014

Commission File No. 001-12561

BELDEN INC.

(Exact name of registrant as specified in its charter)

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

1 North Brentwood Boulevard

15th Floor

St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every interactive data file 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 ¨        Smaller reporting company ¨

(Do not check if a smaller reporting company)

As of August 1, 2014, the Registrant had 43,242,305 outstanding shares of common stock.

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 29, 2014		December 31, 2013
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	444,965	$	613,304
Receivables, net		416,998		304,204
Inventories, net		228,443		207,980
Deferred income taxes		28,630		28,767
Other current assets		59,645		41,243
Total current assets		1,178,681		1,195,498
Property, plant and equipment, less accumulated depreciation		328,039		300,835
Goodwill		934,285		773,048
Intangible assets, less accumulated amortization		482,967		376,976
Deferred income taxes		27,246		26,034
Other long-lived assets		99,168		79,362
	$	3,050,386	$	2,751,753
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	248,095	$	199,897
Accrued liabilities		224,430		199,169
Current maturities of long-term debt		2,500		2,500
Total current liabilities		475,025		401,566
Long-term debt		1,559,071		1,364,536
Postretirement benefits		120,856		105,924
Other long-term liabilities		60,658		43,186
Stockholders’ equity:
Preferred stock		-		-
Common stock		503		503
Additional paid-in capital		588,320		585,753
Retained earnings		576,403		556,214
Accumulated other comprehensive loss		(26,615)		(29,181)
Treasury stock		(303,835)		(276,748)
Total stockholders’ equity		834,776		836,541
	$	3,050,386	$	2,751,753

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 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands, except per share data)
Revenues	$	600,891	$	529,491	$	1,088,581	$	1,036,964
Cost of sales		(396,506)		(350,295)		(708,479)		(690,415)
Gross profit		204,385		179,196		380,102		346,549
Selling, general and administrative expenses		(145,902)		(93,503)		(240,750)		(185,485)
Research and development		(31,618)		(20,931)		(52,189)		(41,356)
Amortization of intangibles		(15,795)		(13,105)		(27,536)		(26,082)
Income from equity method investment		1,256		2,256		2,210		4,527
Operating income		12,326		53,913		61,837		98,153
Interest expense		(18,203)		(18,345)		(37,023)		(34,250)
Interest income		111		149		261		257
Income (loss) from continuing operations before taxes		(5,766)		35,717		25,075		64,160
Income tax benefit (expense)		5,781		(6,225)		96		(12,423)
Income from continuing operations		15		29,492		25,171		51,737
Loss from disposal of discontinued operations, net of tax		-		-		(562)		-
Net income	$	15	$	29,492	$	24,609	$	51,737
Weighted average number of common shares and equivalents:
Basic		43,603		43,928		43,559		44,173
Diluted		44,292		44,790		44,293		45,107
Basic income (loss) per share:
Continuing operations	$	-	$	0.67	$	0.58	$	1.17
Discontinued operations		-		-		(0.01)		-
Net income	$	-	$	0.67	$	0.57	$	1.17
Diluted income (loss) per share:
Continuing operations	$	-	$	0.66	$	0.57	$	1.15
Discontinued operations		-		-		(0.01)		-
Net income	$	-	$	0.66	$	0.56	$	1.15
Comprehensive income	$	13,894	$	23,950	$	27,175	$	38,842
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 29, 2014		June 30, 2013
	(In thousands)
Cash flows from operating activities:
Net income	$	24,609	$	51,737
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		48,433		47,787
Share-based compensation		9,524		7,366
Provision for inventory obsolescence		4,119		963
Pension funding less than pension expense		1,721		1,723
Income from equity method investment		(2,210)		(4,527)
Deferred income tax benefit		(4,787)		(897)
Tax benefit related to share-based compensation		(4,894)		(5,362)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables		(33,762)		(43,370)
Inventories		3,486		6,312
Accounts payable		(4,584)		5,500
Accrued liabilities		(32,271)		(1,854)
Accrued taxes		(8,439)		(85,769)
Other assets		7,212		232
Other liabilities		2,398		3,659
Net cash provided by (used for) operating activities		10,555		(16,500)
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired		(311,467)		(9,979)
Capital expenditures		(20,963)		(20,266)
Proceeds from (payments for) disposal of business		(956)		3,735
Proceeds from disposal of tangible assets		13		3,136
Net cash used for investing activities		(333,373)		(23,374)
Cash flows from financing activities:
Borrowings under credit arrangements		200,000		388,220
Payments under share repurchase program		(31,197)		(62,500)
Proceeds (payments) from exercise of stock options, net of withholding tax payments		(7,741)		(1,186)
Debt issuance costs paid		(5,702)		(7,817)
Cash dividends paid		(4,358)		(2,310)
Payments under borrowing arrangements		(625)		(197,191)
Tax benefit related to share-based compensation		4,894		5,362
Net cash provided by financing activities		155,271		122,578
Effect of foreign currency exchange rate changes on cash and cash equivalents		(792)		(1,598)
Increase (decrease) in cash and cash equivalents		(168,339)		81,106
Cash and cash equivalents, beginning of period		613,304		395,095
Cash and cash equivalents, end of period	$	444,965	$	476,201

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 29, 2014

(Unaudited)

	Common Stock				Additional    Paid-In		Retained		Treasury Stock				Accumulated Other       Comprehensive
	Shares		Amount		Capital		Earnings		Shares		Amount		Income (Loss)		Total
	(In thousands)
Balance at December 31, 2013		50,335	$	503	$	585,753	$	556,214		(6,880)	$	(276,748)	$	(29,181)	$	836,541
Net income		-		-		-		24,609		-		-		-		24,609
Foreign currency translation, net of $0.2 million tax		-		-		-		-		-		-		261		261
Adjustment to pension and postretirement liability, net of $1.4 million tax		-		-		-		-		-		-		2,305		2,305
Other comprehensive income, net of tax																2,566
Exercise of stock options, net of tax withholding forfeitures		-		-		(8,130)		-		136		2,320		-		(5,810)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures		-		-		(3,721)		-		72		1,790		-		(1,931)
Share repurchase program		-		-		-		-		(424)		(31,197)		-		(31,197)
Share-based compensation		-		-		14,418		-		-		-		-		14,418
Dividends ($0.10 per share)		-		-		-		(4,420)		-		-		-		(4,420)
Balance at June 29, 2014		50,335	$	503	$	588,320	$	576,403		(7,096)	$	(303,835)	$	(26,615)	$	834,776

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, 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, 2013:

• 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 2013 Annual Report on Form 10-K.

Business Description

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

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 30, 2014, the 89th day of our fiscal year 2014. Our fiscal second and third quarters each have 91 days. The six months ended June 29, 2014 and June 30, 2013 included 180 and 181 days, respectively.

Reclassifications

We have made certain reclassifications to the 2013 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2014 presentation.

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;

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

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

As of and during the three and six months ended June 29, 2014 and June 30, 2013, 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 six months ended June 29, 2014 and June 30, 2013.

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 29, 2014 was $162.8 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 29, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.5 million, $2.3 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 elements. For these arrangements, when the elements can be separated, the 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. Generally, we determine relative selling price using our best estimate of selling price, as we do not have vendor specific objective evidence or third party evidence of fair value for such arrangements.

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 for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. We recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business in the six months ended June 29, 2014 as a result of settling the working capital adjustment and other matters.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million and recognized a pre-tax gain of $88.3 million ($44.8 million net of tax). 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. In 2013, we collected a partial settlement of $4.2 million from the escrow. 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, 2014, we adopted new accounting guidance issued by the Financial Accounting Standards Board (the FASB) with regard to the presentation of liabilities for unrecognized tax benefits. The adoption of this guidance did not have a material impact on our financial statements.

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (the ASU), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for us beginning January 1, 2017, and allows for both retrospective and prospective methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our Consolidated Financial Statements.

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Note 2: Acquisitions

ProSoft Technology, Inc.

We acquired 100% of the outstanding shares of ProSoft Technology, Inc. (ProSoft) on June 11, 2014 for cash of $105.0 million. The purchase price remains subject to a working capital adjustment. ProSoft is a leading manufacturer of industrial networking products that translate between disparate automation systems, including the various protocols used by different automation vendors. The results of ProSoft have been included in our Condensed Consolidated Financial Statements from June 11, 2014, and are reported within the Industrial IT segment. ProSoft is headquartered in Bakersfield, California. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of June 11, 2014 (in thousands).

Cash	$	2,492
Receivables		6,026
Inventories		7,001
Other current assets		615
Property, plant and equipment		1,151
Goodwill		55,281
Intangible assets		37,400
Other non-current assets		78
Total assets	$	110,044
Accounts payable	$	2,455
Accrued liabilities		1,654
Other non-current liabilities		935
Total liabilities	$	5,044
Net assets	$	105,000

The above purchase price allocation is preliminary and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of finalizing third party valuations of certain tangible and intangible assets and ensuring our accounting policies are applied at ProSoft. The preliminary measurement of receivables, inventories, property, plant, and equipment, intangible assets, 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.

The fair value of acquired receivables is $6.0 million, with a gross contractual amount of $6.1 million. We do not expect to collect $0.1 million of the acquired receivables.

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.

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 used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets.

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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. The expected synergies for the ProSoft acquisition primarily consist of cost savings from the ability to consolidate management and other support functions and expanded access to the Industrial IT market and channel partners. Our tax basis in the acquired goodwill is $55.3 million. The goodwill balance we recorded is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The preliminary intangible assets related to the acquisition consisted of the following:

	Preliminary      Estimated Fair      Value		Amortization      Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Customer relationships	$	22,000		10.0
Developed technologies		10,000		4.0
Backlog		400		0.3
Total intangible assets subject to amortization		32,400
Intangible assets not subject to amortization:
Goodwill		55,281
Trademarks		5,000
Total intangible assets not subject to amortization		60,281
Total intangible assets	$	92,681
Weighted average amortization period				8.0

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.

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.

Our revenues and income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 included $2.7 million and $(0.4) million, respectively, from ProSoft. Included in our income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 are $0.5 million of cost of sales related to the preliminary adjustment of inventory to fair value and $0.3 million of amortization of intangible assets. In addition, we recognized $0.6 million of transaction costs associated with the acquisition for both the three and six months ended June 29, 2014, which are included in our selling, general, and administrative expenses.

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Grass Valley

We acquired 100% of the outstanding ownership interest in Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 for cash of $218.0 million. Grass Valley is a leading provider of innovative technologies for the broadcast industry, including production switchers, cameras, servers, and editing solutions. Grass Valley is headquartered in Hillsboro, Oregon, with significant locations throughout the United States, Europe, and Asia. The results of Grass Valley have been included in our Condensed Consolidated Financial Statements from March 31, 2014, 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 March 31, 2014 (in thousands).

Cash	$	9,397
Receivables		73,324
Inventories		19,777
Other current assets		4,172
Property, plant and equipment		23,071
Goodwill		106,176
Intangible assets		95,500
Other non-current assets		26,919
Total assets	$	358,336
Accounts payable	$	50,870
Accrued liabilities		58,633
Deferred revenue		14,000
Postretirement benefits		15,604
Other non-current liabilities		1,199
Total liabilities	$	140,306
Net assets	$	218,030

The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of finalizing third party valuations of certain tangible and intangible assets and ensuring our accounting policies are applied at Grass Valley. The preliminary measurement of receivables, inventories, property, plant, and equipment, intangible assets, goodwill, deferred income taxes, deferred revenue, and other assets and liabilities are subject to change. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocable to goodwill.

The fair value of acquired receivables is $73.3 million, with a gross contractual amount of $79.0 million. We do not expect to collect $5.7 million of the acquired receivables.

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.

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 preliminary 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.

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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. The expected synergies for the Grass Valley acquisition primarily consist of cost savings from the ability to consolidate existing and acquired operating facilities and other support functions, as well as expanded access to the Broadcast market. Our estimated tax basis in the acquired goodwill is $106.2 million. Our preliminary analysis indicates that the goodwill balance we recorded is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The preliminary intangible assets related to the acquisition consisted of the following:

	Preliminary      Estimated Fair      Value		Amortization      Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	37,000		5.0
Customer relationships		27,000		15.0
Backlog		1,500		0.3
Total intangible assets subject to amortization		65,500
Intangible assets not subject to amortization:
Goodwill		106,176
Trademarks		22,000
In-process research and development		8,000
Total intangible assets not subject to amortization		136,176
Total intangible assets	$	201,676
Weighted average amortization period				9.0

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 the assets 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.

Our revenues and income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 included $66.8 million and $(22.9) million, respectively, from Grass Valley. Included in our income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 are $6.9 million of cost of sales related to the preliminary adjustment of inventory to fair value and $3.8 million of amortization of intangible assets. In addition, we recognized $0.1 million and $1.0 million of transaction costs associated with the acquisition for the three and six months ended June 29, 2014, respectively, which are included in our selling, general, and administrative expenses. We also recognized certain severance, restructuring, and acquisition integration costs in the three and six months ended June 29, 2014 related to Grass Valley. See Note 7.

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The following table illustrates the unaudited pro forma effect on operating results as if the Grass Valley and ProSoft acquisitions had been completed as of January 1, 2013.

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	614,635	$	620,291	$	1,178,259	$	1,202,101
Income from continuing operations		10,718		19,937		12,625		9,924
Diluted income per share from continuing operations	$	0.24	$	0.45	$	0.29	$	0.22

For purposes of the pro forma disclosures, the six months ended June 30, 2013 include nonrecurring expenses from the effects of purchase accounting, including the cost of sales arising from the adjustment of inventory to fair value of $10.2 million, amortization of the sales backlog intangible asset of $1.9 million, and Belden’s transaction costs of $1.6 million.

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

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 are reported within the Broadcast segment. The Softel acquisition was not material to our financial position or results of operations.

Note 3:  Operating Segments

We are organized around four global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, and Industrial IT. Each of the global business platforms represents a reportable segment. 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, amortization of intangible assets, and other costs.

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

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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 29, 2014
Revenues	$	248,115	$	121,272	$	178,244	$	53,260	$	-	$	600,891
Affiliate revenues		84		1,628		485		6		-		2,203
Operating income (loss)		(26,302)		13,733		18,339		6,002		-		11,772
Total assets		419,814		236,860		282,874		70,998		-		1,010,546
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		272,506		242,120		272,974		60,521		-		848,121
As of and for the six months ended June 29, 2014
Revenues	$	413,983	$	229,666	$	337,562	$	107,370	$	-	$	1,088,581
Affiliate revenues		283		3,704		1,841		8		-		5,836
Operating income (loss)		(15,734)		23,901		39,089		14,149		-		61,405
Total assets		419,814		236,860		282,874		70,998		-		1,010,546
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		272,506		242,120		272,974		60,521		-		848,121

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

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Segment operating income	$	11,772	$	53,027	$	61,405	$	95,682
Income from equity method investment		1,256		2,256		2,210		4,527
Eliminations		(702)		(1,370)		(1,778)		(2,056)
Total operating income		12,326		53,913		61,837		98,153
Interest expense		(18,203)		(18,345)		(37,023)		(34,250)
Interest income		111		149		261		257
Income (loss) from continuing operations before taxes	$	(5,766)	$	35,717	$	25,075	$	64,160

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Note 4: Income per Share

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

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Numerator:
Income from continuing operations	$	15	$	29,492	$	25,171	$	51,737
Loss from discontinued operations, net of tax		-		-		(562)		-
Net income	$	15	$	29,492	$	24,609	$	51,737
Denominator:
Weighted average shares outstanding, basic		43,603		43,928		43,559		44,173
Effect of dilutive common stock equivalents		689		862		734		934
Weighted average shares outstanding, diluted		44,292		44,790		44,293		45,107

For the three and six months ended June 29, 2014, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.1 million, respectively, because to do so would have been anti-dilutive. 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 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 29, 2014		December 31, 2013
	(In thousands)
Raw materials	$	97,039	$	85,379
Work-in-process		39,163		34,671
Finished goods		123,141		107,091
Perishable tooling and supplies		1,885		2,156
Gross inventories		261,228		229,297
Obsolescence and other reserves		(32,785)		(21,317)
Net inventories	$	228,443	$	207,980

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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.

Depreciation and Amortization Expense

We recognized depreciation expense of $11.4 million and $20.9 million in the three and six months ended June 29, 2014, respectively. We recognized depreciation expense of $12.1 million and $21.7 million in the three and six months ended June 30, 2013, respectively.

We recognized amortization expense related to our intangible assets of $15.8 million and $27.5 million in the three and six months ended June 29, 2014, respectively. We recognized amortization expense related to our intangible assets of $13.1 million and $26.1 million in the three and six months ended June 30, 2013, respectively.

Note 7:  Severance, Restructuring, and Acquisition Integration Activities

During the six months ended June 29, 2014, we incurred severance, restructuring, and acquisition integration costs primarily related to a productivity improvement program and the integration of our acquisition of Grass Valley. The productivity improvement program is focused on improving the productivity of our sales, marketing, finance, and human resources functions relative to our peers. The majority of the expected costs for the productivity improvement program relate to the Industrial Connectivity, Enterprise, and Industrial IT segments. The restructuring and integration activities related to our acquisition of Grass Valley are focused on achieving desired cost savings by consolidating existing and acquired operating facilities and other support functions. The Grass Valley costs relate to our Broadcast segment.

For the three and six months ended June 29, 2014, we recorded severance, restructuring, and integration costs of $38.2 million and $39.7 million, respectively, related to these programs. The following table summarizes the costs by segment:

Three Months Ended June 29, 2014	Severance		Other Restructuring   and Integration   Costs		Total Costs
	(In thousands)
Broadcast Solutions	$	16,819	$	10,705	$	27,524
Enterprise Connectivity Solutions		1,592		229		1,821
Industrial Connectivity Solutions		8,111		33		8,144
Industrial IT Solutions		586		133		719
Total		27,108		11,100		38,208
Six Months Ended June 29, 2014
Broadcast Solutions	$	18,102	$	10,865	$	28,967
Enterprise Connectivity Solutions		1,592		229		1,821
Industrial Connectivity Solutions		8,111		33		8,144
Industrial IT Solutions		586		133		719
Total	$	28,391	$	11,260	$	39,651

The other restructuring and integration costs included retention bonuses, relocation, recruitment, travel, and reserves for inventory obsolescence as a result of product line integration. We expect the majority of the other restructuring and integration costs related to these actions will be paid in 2014.

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The table below sets forth severance activity that occurred during 2014 for the two significant programs described above. The balances are included in accrued liabilities.

	Productivity     Improvement     Program		Grass Valley      Integration
	(In thousands)
Balance at December 31, 2013	$	-	$	-
New charges		10,507		16,528
Cash payments		(1,774)		(4,497)
Foreign currency translation		(62)		82
Balance at June 29, 2014	$	8,671	$	12,113

Of the total severance, restructuring, and acquisition integration costs recognized for the three months ended June 29, 2014, $8.0 million, $28.9 million, and $1.3 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized for the six months ended June 29, 2014, $8.0 million, $30.0 million, and $1.7 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively.

We expect to incur additional severance, restructuring, and acquisition integration costs in the second half of 2014 of approximately $32 million as a result of the activities discussed above, as well as the integration of our acquisition of ProSoft.

We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.

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. 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. These activities have been completed, and the costs have been paid.

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.

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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 29,     2014		December 31,   2013
	(In thousands)
Revolving credit agreement due 2018	$	-	$	-
Term Loan due 2020		248,200		248,775
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000		700,000
5.5% Senior subordinated notes due 2023		408,150		413,040
5.25% Senior subordinated notes due 2024		200,000		-
9.25% Senior subordinated notes due 2019		5,221		5,221
Total senior subordinated notes		1,313,371		1,118,261
Total debt and other borrowing arrangements		1,561,571		1,367,036
Less current maturities of Term Loan		(2,500)		(2,500)
Long-term debt	$	1,559,071	$	1,364,536

Revolving Credit Agreement due 2018

In 2013, we entered into a revolving credit agreement that provides a $400 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable, inventory, and property, plant, and equipment of certain of our subsidiaries in the United States, Canada, Germany, the Netherlands, and the United Kingdom. As of June 29, 2014, our borrowing base was $335.0 million. The Revolver matures in 2018. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% - 1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.375%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We paid approximately $7.0 million of fees associated with the Revolver, which are being amortized over the life of the Revolver.

Term Loan due 2020

In 2013, we borrowed $250.0 million under a new Term Loan Credit Agreement (the Term Loan). The Term Loan is secured on a second lien basis by the assets securing the Revolving Credit Agreement due 2018 discussed above and on a first lien basis by the stock of certain of our subsidiaries. The borrowings under the Term Loan are scheduled to mature in 2020 and require quarterly amortization payments. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of June 29, 2014 was 3.25%. We utilized the proceeds from the Term Loan to repay amounts outstanding under the term loan of our prior senior secured credit facility. We paid approximately $3.6 million of fees associated with the Term Loan, which are being amortized over the life of the Term Loan using the effective interest method.

Senior Subordinated Notes

In June 2014, we issued $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024. 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 2023, 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 Term Loan. Interest is payable semiannually on January 15 and July 15 of each year, beginning January 15, 2015. We paid approximately $4.0 million of fees associated with the issuance of the notes in 2014, which are being amortized over the life of the notes using the effective interest method. We intend to use the net proceeds from the transaction for general corporate purposes.

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In 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 29, 2014 is $408.2 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 2024, 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 Term Loan. Interest is payable semiannually on April 15 and October 15 of each year. We paid $8.5 million of fees associated with the issuance of the notes in 2013, 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 prior senior secured credit facility and for general corporate purposes.

As of June 29, 2014, 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, 2023, and 2024 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 Term Loan. Interest is payable semiannually on March 1 and September 1 of each year.

As of June 29, 2014, $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, 2023, and 2024, and with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of June 29, 2014 was approximately $1,345.2 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 $1,313.4 million as of June 29, 2014. We believe the fair value of our Term Loan approximates book value.

Note 9:  Income Taxes

We recognized income tax benefits of $5.8 million and $0.1 million for the three and six months ended June 29, 2014, respectively. The effective tax rate for the three and six months ended June 29, 2014 was a benefit of 100.3% and 0.4%, respectively. We realized income tax benefits due to several items. First, our estimated full year effective tax rate, exclusive of discrete items, decreased due to the acquisitions of Grass Valley and ProSoft. The addition of the forecasted income (loss) by tax jurisdiction for those acquired companies resulted in a decrease in the estimated full year effective tax rate. Second, our income tax benefit for the three and six months ended June 29, 2014 included $1.5 million and $3.7 million, respectively, for the reduction of uncertain tax position liabilities, primarily due to favorable developments with a foreign tax audit.

In addition to the factors noted above, the tax rate differential associated with our foreign earnings contributed to the difference between the effective tax rate and the amount determined by applying the applicable statutory United States tax rate of 35%.

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Note 10:  Pension and Other Postretirement Obligations

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

	Pension Obligations				Other Postretirement Obligations
Three Months Ended	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Service cost	$	2,072	$	1,676	$	30	$	35
Interest cost		4,121		2,914		525		557
Expected return on plan assets		(5,134)		(3,391)		-		-
Amortization of prior service credit		-		(8)		(27)		(28)
Actuarial losses		1,723		1,665		164		320
Net periodic benefit cost	$	2,782	$	2,856	$	692	$	884
Six Months Ended
Service cost	$	4,091	$	3,364	$	60	$	68
Interest cost		8,202		5,862		1,077		1,083
Expected return on plan assets		(10,251)		(6,797)		-		-
Amortization of prior service cost (credit)		1		(16)		(53)		(55)
Actuarial losses		3,446		3,333		353		598
Net periodic benefit cost	$	5,489	$	5,746	$	1,437	$	1,694

Note 11:  Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Net income	$	15	$	29,492	$	24,609	$	51,737
Foreign currency translation income (loss), net of $1.5 million, $0.0 million, $0.2 million, and $0.0 million tax, respectively		12,734		(6,743)		261		(15,269)
Adjustments to pension and postretirement liability, net of $0.7 million, $0.8 million, $1.4 million, and $1.5 million tax, respectively		1,145		1,201		2,305		2,374
Total comprehensive income	$	13,894	$	23,950	$	27,175	$	38,842

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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, 2013	$	7,796	$	(36,977)	$	(29,181)
Other comprehensive income before reclassifications		261		-		261
Amounts reclassified from accumulated other comprehensive income (loss)		-		2,305		2,305
Net current period other comprehensive income		261		2,305		2,566
Balance at June 29, 2014	$	8,057	$	(34,672)	$	(26,615)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 29, 2014:

	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	$	3,799	(1)
Prior service credit		(52)	(1)
Total before tax		3,747
Tax benefit		(1,442)
Net of tax	$	2,305

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 10).

Note 12:  Share Repurchases

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. 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. This program is funded by cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company.

During both the three and six months ended June 29, 2014, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $31.2 million and an average price per share of $73.50. From inception of the program to June 29, 2014, we have repurchased 5.8 million shares of our common stock under the program for an aggregate cost of $249.9 million and an average price of $42.77.

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

Overview

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

We believe our business system, balance across markets and geographies, systematic go-to-market approach, extensive portfolio of innovative solutions, commitment to Lean principles, and improving margins present a unique value proposition that increases shareholder value.

We use a set of tools and processes that are designed to continuously improve business performance in the critical areas of quality, delivery, cost, and innovation. We consider revenue growth, operating margin, free cash flows, and return on invested capital to be our key operating performance indicators. We also seek to acquire businesses that we believe can help us achieve these objectives. The extent to which appropriate acquisitions are made and integrated can affect our overall growth, operating results, financial condition, and cash flows.

Trends and Events

The following trends and events during 2014 have had varying effects on our financial condition, results of operations, and cash flows.

Commodity prices

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

Channel Inventory

Our operating results also can be affected by the levels of Belden products purchased and held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold 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.

Market Growth and Market Share

The broadcast, enterprise, and industrial markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players. Based on available data for our served markets, we estimate that our market share ranges from approximately 15% - 20%. A substantial acquisition in one of our

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

Acquisitions

We completed the acquisitions of Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 and ProSoft Technology, Inc. (ProSoft) on June 11, 2014. The results of Grass Valley and ProSoft have been included in our Consolidated Financial Statements from their respective acquisitions dates and are reported in the Broadcast and Industrial IT segments, respectively.

Productivity Improvement Program and Acquisition Integration

During the six months ended June 29, 2014, we incurred severance, restructuring, and acquisition integration costs primarily related to a productivity improvement program and the integration of our acquisition of Grass Valley. The productivity improvement program is focused on improving the cost structure of our sales, marketing, finance, and human resources functions relative to our peers. The majority of the expected costs for the productivity improvement program relate to the Industrial Connectivity, Enterprise, and Industrial IT segments. We expect the productivity improvement actions to reduce our operating expenses by approximately $18 million on an annualized basis. The benefits of the productivity improvement program are expected to be realized beginning in the second half of fiscal 2014. The restructuring and integration activities related to our acquisition of Grass Valley are focused on achieving desired cost savings by consolidating existing and acquired operating facilities and other support functions. The Grass Valley costs relate to our Broadcast segment.

For the three and six months ended June 29, 2014, we recorded severance, restructuring, and integration costs of $38.2 million and $39.7 million, respectively, related to these programs. Severance costs represented $27.1 million and $28.4 million of the total costs recognized for the three and six months ended June 29, 2014, respectively. The other restructuring and integration costs included retention bonuses, relocation, recruitment, travel, and reserves for inventory obsolescence as a result of product line integration.

We expect to incur additional severance, restructuring, and integration costs in the second half of 2014 of approximately $32 million as a result of the activities discussed above, as well as the integration of ProSoft.

For the six months ended June 30, 2013, we recorded severance and other restructuring costs of $5.8 million. The majority of these costs were recorded in our Broadcast segment, primarily as a result of facility consolidation in New York and other acquisition integration activities for our 2012 acquisition of PPC Broadband, Inc. (PPC). The other restructuring costs included relocation, equipment transfer, and other costs. The Industrial IT segment also recognized $1.3 million of severance expense in the six months ended June 30, 2013. We expected the results of these activities to generate annualized cost savings of approximately $8 - $10 million beginning in 2014, and we are substantially realizing those savings.

We continuously review our business strategies. In order to remain competitive, our goal is to improve productivity on an annual basis. To the extent that market growth rates are low, we may need to restructure aspects of our business in order to meet our annual productivity targets. This could result in additional restructuring costs in future periods. The magnitude of restructuring costs in the future could be influenced by statutory requirements in the countries in which we operate and our internal policies with regard to providing severance benefits in the absence of statutory requirements.

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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 29, 2014:

• We did not change any of our existing critical accounting policies from those listed in our 2013 Annual Report on Form 10-K;

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

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

Results of Operations

Consolidated Income (Loss) from Continuing Operations before Taxes

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Revenues	$	600,891	$	529,491		13.5%	$	1,088,581	$	1,036,964		5.0%
Gross profit		204,385		179,196		14.1%		380,102		346,549		9.7%
Selling, general and administrative expenses		145,902		93,503		56.0%		240,750		185,485		29.8%
Research and development		31,618		20,931		51.1%		52,189		41,356		26.2%
Operating income		12,326		53,913		-77.1%		61,837		98,153		-37.0%
Income (loss) from continuing operations before taxes		(5,766)		35,717		-116.1%		25,075		64,160		-60.9%

Revenues increased in the three and six months ended June 29, 2014 from the comparable periods of 2013 due to the following factors:

• Acquisitions contributed $69.5 million of the increase in revenues in both the three and six months ended June 29, 2014.

• For the three months ended June 29, 2014, an increase in unit sales volume, including an increase in channel inventory, resulted in an increase in revenues of approximately $4.9 million. For the six months ended June 29, 2014, a decrease in unit sales volume, including a decrease in channel inventory, resulted in a decrease in revenues of approximately $8.8 million. The decrease in channel inventory resulted in part from shorter lead times stemming from our Lean Enterprise initiatives, which allow our channel partners to maintain lower levels of Belden products in their inventory. Additionally, sales volume in the prior year benefited from several non-recurring projects in our industrial businesses.

• Decreases in sales prices primarily due to lower copper costs resulted in revenue decreases of approximately $6.2 million and $11.9 million for the three and six months ended June 29, 2014, respectively.

• Favorable currency translation resulted in increases in revenues of approximately $3.2 million and $2.8 million for the three and six months ended June 29, 2014, respectively.

Gross profit for both the three and six months ended June 29, 2014 included $8.0 million of severance, restructuring, and integration costs and $7.4 million of cost of sales arising from the preliminary adjustment of

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inventory to fair value related to our acquisitions of Grass Valley and ProSoft. Gross profit for the three months ended June 30, 2013 included $3.1 million of severance, restructuring, and integration costs and $2.7 million of accelerated depreciation expense related to the integration of our 2012 acquisition of PPC. Gross profit for the six months ended June 30, 2013 included $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, restructuring, and integration costs, and $2.7 million of accelerated depreciation expense. Excluding these costs, gross profit for the three and six months ended June 29, 2014 increased by $34.9 million and $36.6 million from the comparable periods of 2013, respectively. The most significant factor was the impact of our acquisitions of Grass Valley and ProSoft, which contributed approximately $32.1 million of gross profit for both the three and six months ended June 29, 2014. The remainder of the increase was due to favorable currency translation and improved productivity, partially offset by unfavorable product mix.

Selling, general and administrative expenses increased in the three and six months ended June 29, 2014 due to an increase in severance, restructuring, and integration costs of $27.9 million and $28.4 million, respectively. In addition, selling, general and administrative expenses increased by $22.6 million for both the three and six months ended June 29, 2014 due to our acquisitions of Grass Valley and ProSoft. Selling, general and administrative expenses also increased due to acquisition transaction costs of $0.7 million and $1.6 million in the three and six months ended June 29, 2014, respectively.

Research and development expenses increased in the three and six months ended June 29, 2014 primarily due to our acquisitions. Grass Valley and ProSoft recognized $9.7 million of research and development expenses for both the three and six months ended June 29, 2014. In addition, research and development expenses increased due to an increase in severance, restructuring, and integration costs of $0.4 million and $0.7 million in the three and six months ended June 29, 2014, respectively.

Operating income for the three months ended June 29, 2014 included $38.2 million of severance, restructuring, and integration costs, $15.8 million of amortization of intangibles, and $7.4 million of cost of sales arising from the preliminary adjustment of inventory to fair value related to our acquisitions of Grass Valley and ProSoft. Operating income for the three months ended June 30, 2013 included $13.1 million of amortization of intangibles, $5.0 million of severance, restructuring, and integration costs, and $2.7 million of accelerated depreciation expense. Excluding these costs, operating income decreased by approximately $0.9 million due to the initial impact of the acquisition of Grass Valley and unfavorable product mix.

Operating income for the six months ended June 29, 2014 included $39.7 million of severance, restructuring, and integration costs, $27.5 million of amortization of intangibles, and $7.4 million of cost of sales arising from the preliminary adjustment of inventory to fair value related to our acquisitions of Grass Valley and ProSoft. Operating income for the six months ended June 30, 2013 included $26.1 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, $5.8 million of severance, restructuring, and integration costs, and $2.7 million of accelerated depreciation expense. Excluding these costs, operating income decreased by $2.8 million due to the initial impact of the acquisition of Grass Valley and unfavorable product mix.

Interest expense increased in the six months ended June 29, 2014 from the comparable period of 2013 due to our refinancing activities in 2013. 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.

Income from continuing operations before taxes decreased in the three and six months ended June 29, 2014 from the comparable periods of 2013 primarily due to the decreases in operating income discussed above.

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Income Taxes

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Income (loss) from continuing operations before taxes		$          (5,766)		$        35,717		-116.1%		$          25,075		$          64,160		-60.9%
Income tax benefit (expense)		5,781		(6,225)		192.9%		96		(12,423)		100.8%
Effective tax rate		100.3%		17.4%				-0.4%		19.4%

We recognized income tax benefits of $5.8 million and $0.1 million for the three and six months ended June 29, 2014, respectively, representing effective tax rates of 100.3% and (0.4%), respectively. We realized income tax benefits due to several items. First, our estimated full year effective tax rate, exclusive of discrete items, decreased due to the acquisitions of Grass Valley and ProSoft. The addition of the forecasted income (loss) by tax jurisdiction for those acquired companies resulted in a decrease in the estimated full year effective tax rate. Second, our income tax benefits for the three and six months ended June 29, 2014 included $1.5 million and $3.7 million, respectively, for the reduction of uncertain tax position liabilities, primarily due to favorable developments with a foreign tax audit.

Our effective tax rate for the six months ended June 30, 2013 was 19.4%. 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.

Our income tax expense was also impacted by foreign tax rate differences. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income from continuing operations before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively. Foreign tax rate differences reduced our income tax expense by approximately $3.9 million and $5.0 million for the six months ended June 29, 2014 and June 30, 2013, respectively.

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

Broadcast Solutions

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Revenues		$        248,115		$      166,551		49.0%		$        413,983		$          322,137		28.5%
Operating income (loss)		(26,302)		3,505		-850.4%		(15,734)		3,359		-568.4%
as a percent of revenues		-10.6%		2.1%				-3.8%		1.0%

Broadcast revenues increased in the three and six months ended June 29, 2014 from the comparable periods of 2013. Acquisitions contributed $66.8 million of the increase in revenues for both the three and six months ended June 29, 2014. Increases in unit sales volume, net of changes in channel inventory, resulted in increases in revenues of approximately $13.7 million and $23.6 million, respectively. We believe sales volume benefited from market share gains due to the execution of our Market Delivery System. Favorable currency translation resulted in increases in revenues of approximately $2.0 million and $3.0 million, respectively. Lower copper costs resulted in revenue decreases of approximately $0.9 million and $1.6 million, respectively.

Operating loss for the three months ended June 29, 2014 included $27.5 million of severance, restructuring, and integration costs, $14.4 million of amortization of intangibles, and $6.9 million of cost of sales arising from the preliminary adjustment of inventory to fair value related to our acquisition of Grass Valley.

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Operating income in the three months ended June 30, 2013 included $11.9 million of amortization of intangibles, $3.5 million of severance, restructuring, and integration costs, and $2.7 million of accelerated depreciation expense.

Operating loss for the six months ended June 29, 2014 included $29.0 million of severance, restructuring, and integration costs, $24.9 million of amortization of intangibles, and $6.9 million of cost of sales arising from the preliminary adjustment of inventory to fair value related to our acquisition of Grass Valley. Operating income in the six months ended June 30, 2013 included $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, restructuring, and integration costs, and $2.7 million of accelerated depreciation expense.

Excluding these costs, operating income for the three and six months ended June 29, 2014 increased by $0.9 million and $4.4 million from the comparable periods of 2013. The increase in operating income is primarily due to leveraging the increase in revenues. These factors were partially offset by the initial impact of the acquisition of Grass Valley, unfavorable product mix, and unfavorable currency translation.

Enterprise Connectivity Solutions

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Revenues		$          121,272		$          132,929		-8.8%		$        229,666		$        249,556		-8.0%
Operating income		13,733		14,675		-6.4%		23,901		23,510		1.7%
as a percent of revenues		11.3%		11.0%				10.4%		9.4%

Enterprise Connectivity revenues decreased in the three and six months ended June 29, 2014 from the comparable periods of 2013 due to decreases in unit sales volume of approximately $9.2 million and $14.5 million, respectively. The decreases in volume were partially due to decreases in channel inventory. Additionally, sales volume declined due to product portfolio decisions to emphasize higher value solutions rather than lower margin cable products. Decreases in sales prices primarily due to lower copper costs resulted in revenue decreases of approximately $2.2 million and $4.3 million for the three and six months ended June 29, 2014, respectively. Unfavorable currency translation resulted in revenue decreases of approximately $0.3 million and $1.1 million, respectively.

Operating income in the three months ended June 29, 2014 included $1.8 million of severance and other restructuring costs. There were no significant severance and other restructuring costs recognized in the comparable period of 2013. Excluding these costs, operating income increased in the three months ended June 29, 2014 due to improved productivity, favorable product mix, and favorable currency translation. These factors were partially offset by the impact of the decrease in revenues discussed above.

Operating income increased in the six months ended June 29, 2014 from the comparable period of 2013 due to improved productivity, favorable product mix, and favorable currency translation. These factors more than offset the impact of the decrease in revenues and the $1.8 million of severance and other restructuring costs recognized in the six months ended June 29, 2014. There were no significant severance and other restructuring costs recognized in the comparable period of 2013.

Industrial Connectivity Solutions

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Revenues		$          178,244		$          171,892		3.7%		$        337,562		$        348,613		-3.2%
Operating income		18,339		24,344		-24.7%		39,089		48,793		-19.9%
as a percent of revenues		10.3%		14.2%				11.6%		14.0%

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Industrial Connectivity revenues increased in the three months ended June 29, 2014 and decreased in the six months ended June 29, 2014 from the comparable periods of 2013. The increase in the three months ended June 29, 2014 is primarily due to an increase in unit sales volume of approximately $9.9 million. A decrease in unit sales volume, partially due to a reduction in channel inventory, resulted in a revenue decrease of approximately $2.7 million in the six months ended June 29, 2014. Decreases in sales prices due to lower copper costs resulted in revenue decreases of approximately $3.1 million and $5.9 million for the three and six months ended June 29, 2014, respectively. Unfavorable currency translation resulted in revenue decreases of approximately $0.4 million and $2.5 million, respectively.

Operating income in the three months ended June 29, 2014 included $8.1 million of severance and other restructuring costs. There were no significant severance and other restructuring costs recognized in the comparable period of 2013. Excluding these costs, operating income increased in the three months ended June 29, 2014 due to the increase in revenues discussed above.

Operating income decreased in the six months ended June 29, 2014 due to the decrease in revenues discussed above. In addition, operating income decreased due to $8.1 million of severance and other restructuring costs recognized in the six months ended June 29, 2014. There were no significant severance and other restructuring costs recognized in the comparable period of 2013.

Industrial IT Solutions

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Revenues		$          53,260		$          58,119		-8.4%		$        107,370		$        116,658		-8.0%
Operating income		6,002		9,225		-34.9%		14,149		18,742		-24.5%
as a percent of revenues		11.3%		15.9%				13.2%		16.1%

Industrial IT revenues decreased in the three and six months ended June 29, 2014 from the comparable periods of 2013 due to decreases in unit sales volume, partially a result of reductions in channel inventory, of approximately $9.4 million and $15.3 million, respectively. Also, sales volume decreased due to the timing of shipments, as orders were greater than shipments in the three months ended June 29, 2014. Sales volume in the prior year benefited from several non-recurring projects. Acquisitions contributed $2.7 million of revenues in both the three and six months ended June 29, 2014. Favorable currency translation resulted in increases in revenues of approximately $1.8 million and $3.3 million in the three and six months ended June 29, 2014, respectively.

Operating income decreased in the three and six months ended June 29, 2014 from the comparable periods of 2013 due to the decreases in revenues discussed above. Favorable currency translation of approximately $0.9 million and $1.8 million in the three and six months ended June 29, 2014, respectively, partially offset the impact of the decreases in revenues.

All Other

	Three Months Ended				%		Six Months Ended				%
	June 29, 2014		June 30, 2013		Change		June 29, 2014		June 30, 2013		Change
	(In thousands, except percentages)
Revenues		$                    -		$                    -		n/a		$                    -		$                    -		n/a
Operating income		-		1,278		-100.0%		-		1,278		-100.0%
as a percent of revenues		n/a		n/a				n/a		n/a

All Other included the results of our cable operations that conducted business in the consumer electronics end market in China, which we sold in 2012. In 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.

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Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. We recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business in the six months ended June 29, 2014 as a result of settling the working capital adjustment and other matters.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (4) our available credit facilities and other borrowing arrangements. In the first quarter of each year, cash from operating activities reflects the payments of annual rebates to our channel partners and incentive compensation to our associates. We expect our operating activities to generate cash in 2014 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing 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 29, 2014		June 30, 2013
	(In thousands)
Net cash provided by (used for):
Operating activities	$	10,555	$	(16,500)
Investing activities		(333,373)		(23,374)
Financing activities		155,271		122,578
Effects of currency exchange rate changes on cash and cash equivalents		(792)		(1,598)
Increase (decrease) in cash and cash equivalents		(168,339)		81,106
Cash and cash equivalents, beginning of period		613,304		395,095
Cash and cash equivalents, end of period	$	444,965	$	476,201

Net cash provided by operating activities totaled $10.6 million for the six months ended June 29, 2014, compared to a cash usage of $16.5 million for the comparable period of 2013. The most significant factor impacting the improvement in cash used for operating activities was the change in operating assets and liabilities. For the six months ended June 29, 2014, changes in operating assets and liabilities were a use of cash of $66.0 million, compared to $115.3 million for the comparable period of 2013.

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 use of cash of $8.4 million for the six months ended June 29, 2014. 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

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business in late 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. There were no significant tax payments made for the six months ended June 29, 2014.

Net cash used for investing activities totaled $333.4 million for the six months ended June 29, 2014 compared to $23.4 million for the six months ended June 30, 2013. Investing activities for the six months ended June 29, 2014 included payments for acquisitions, net of cash acquired, of $311.5 million, capital expenditures of $21.0 million, and payments related to a previously disposed business of $1.0 million. 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.

Net cash provided by financing activities for the six months ended June 29, 2014 totaled $155.3 million, compared to $122.6 million for the six months ended June 30, 2013. The most significant financing activities for the six months ended June 29, 2014 were the issuance of $200.0 million of 5.25% senior subordinated notes due 2024 and payments under our share repurchase program of $31.2 million. 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 prior 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.

Our cash and cash equivalents balance was $445.0 million as of June 29, 2014. Of this amount, $126.1 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.

Our outstanding debt obligations as of June 29, 2014 consisted of $700.0 million aggregate principal of 5.5% senior subordinated notes due 2022, $408.2 million aggregate principal of 5.5% senior subordinated notes due 2023, $248.2 million of term loan borrowings due 2020, $200.0 million aggregate principal of 5.25% senior subordinated notes due 2024, 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. As of June 29, 2014, there were no outstanding borrowings under our revolver, and we had $335.0 million in available borrowing capacity.

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 current 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,

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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.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on February 27, 2014. 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 29, 2014.

	Principal Amount by Expected Maturity						Fair   Value
	2014		Thereafter		Total
	(In thousands, except interest rates)
Variable-rate term loan due 2020	$	1,875	$	246,325	$	248,200	$	248,200
Average interest rate		3.25%		3.25%
Fixed-rate senior subordinated notes due 2022	$	-	$	700,000	$	700,000	$	714,000
Average interest rate				5.50%
Fixed-rate senior subordinated notes due 2023	$	-	$	408,150	$	408,150	$	425,700
Average interest rate				5.50%
Fixed-rate senior subordinated notes due 2024	$	-	$	200,000	$	200,000	$	200,000
Average interest rate				5.25%
Fixed-rate senior subordinated notes due 2019	$	-	$	5,221	$	5,221	$	5,508
Average interest rate				9.25%
Total					$	1,561,571	$	1,593,408

Item 7A of our 2013 Annual Report on Form 10-K provides information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, 2013.

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.

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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.

PART II OTHER INFORMATION

Item 1: Legal Proceedings

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 2013 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 29, 2014.

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
March 31, 2014 through May 4, 2014		-	$	-		-	$	131,250,000
May 5, 2014 through June 1, 2014		-		-		-		131,250,000
June 2, 2014 through June 29, 2014		424,469		73.50		424,469		100,053,228
Total		424,469	$	73.50		424,469	$	100,053,228

(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 29, 2014, we have repurchased 5.8 million shares of our common stock under the programs for an aggregate cost of $249.9 million and an average price of $42.77.

Item 6: Exhibits

Exhibits

Exhibit 10.1	Executive Employment Agreement with Ross Rosenberg
Exhibit 10.2	Executive Employment Agreement with Roel Vestjens

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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 5, 2014	By:	/s/ John S. Stroup
			John S. Stroup
			President, Chief Executive Officer and Director
Date:	August 5, 2014	By:	/s/ Henk Derksen
			Henk Derksen
			Senior Vice President, Finance, and Chief Financial Officer
Date:	August 5, 2014	By:	/s/ Douglas R. Zink
			Douglas R. Zink
			Vice President 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 28, 2014 between Belden Inc., a Delaware corporation (the “Company”), and Ross Rosenberg (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive as Senior Vice President, Strategy and Corporate Development and Executive desire to accept such employment;

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

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

1.       POSITION/DUTIES.

(a) Executive shall serve as the Company’s Senior Vice President, Strategy and Corporate Development.

(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 Chicago, Illinois 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 $378,530 payable in accordance with the regular payroll practices of the Company. Executive’s Base Salary shall be subject to annual review by the Company’s Chief Executive Officer (“CEO”) and may be increased from time to time by the CEO (as approved by the Compensation Committee of the Board of Directors of the Company). The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

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

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.

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(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:

(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

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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. Ross Rosenberg

417 Hermitage Drive

Deerfield, IL 60015

If to the Company:

Belden Inc.

One North Brentwood

15^th Floor

St. Louis, Missouri 63105

Attn: General Counsel

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

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

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

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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 January 2, 2013 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

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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.

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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/ Ross Rosenberg
	Ross Rosenberg

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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 28, 2014 (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:                        , 20	EXECUTIVE:
	Ross Rosenberg

A-2

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of May 28, 2014 between Belden Inc., a Delaware corporation (the “Company”), and Roel Vestjens (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive as Executive Vice President, Broadcast Solutions and Executive desire to accept such employment;

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

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

1.       POSITION/DUTIES.

(a) Executive shall serve as the Company’s Executive Vice President, Broadcast Solutions.

(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 Hong Kong, but is in the process of moving to St. Louis, Missouri and will 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 €204,750 (and to $350,000 once he moves to the U.S. and no longer receives ExPat benefits), 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.

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

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

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

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

(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);

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(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;

(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.

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

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

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10.       CHANGE IN CONTROL; EXCISE TAX.

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

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

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

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

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

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

(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

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

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

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

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

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

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

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the names, addresses or any other information with regard to customers or customer contacts of the Company, or concerning any proprietary or confidential information of the Company or any operational, financial or other documents given to Executive during Executive’s employment with the Company.

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

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

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

13.       NO ASSIGNMENTS.

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

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

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

If to Executive:

Mr. Roel Vestjens

21 Seahorse Lane Beach

Village

Flat C - Discovery Bay HK

Lantau Island 99999

If to the Company:

Belden Inc.

One North Brentwood

15^th Floor

St. Louis, Missouri 63105

Attn: General Counsel

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

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

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

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

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

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 [                    ] 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.

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21.       CODE SECTION 409A.

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

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

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

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

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

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

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

BELDEN INC.
By:	/s/ John Stroup
	John Stroup, President and Chief Executive Officer
By:	/s/ Roel Vestjens
	Roel Vestjens

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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 28, 2014 (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:                             , 20	EXECUTIVE:
	Roel Vestjens

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 5, 2014

/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 5, 2014

/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 29, 2014 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 5, 2014

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 29, 2014 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 5, 2014

XML

Long-Lived Assets - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Property, Plant and Equipment [Line Items]
Proceeds from disposal of real estate			$ 13,000	$ 3,136,000
Depreciation expense	11,400,000	12,100,000	20,900,000	21,700,000
Amortization of intangibles	15,795,000	13,105,000	27,536,000	26,082,000
Broadcast Solutions [Member]
Property, Plant and Equipment [Line Items]
Proceeds from disposal of real estate				1,000,000
Gain (loss) recognized on the sale				(300,000)
Enterprise Connectivity Solutions [Member]
Property, Plant and Equipment [Line Items]
Proceeds from disposal of real estate				2,100,000
Gain (loss) recognized on the sale				$ 0

XML

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. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Equity [Abstract]
Net income	$ 15	$ 29,492	$ 24,609	$ 51,737
Foreign currency translation income (loss), net of $1.5 million, $0.0 million, $0.2 million, and $0.0 million tax, respectively	12,734	(6,743)	261	(15,269)
Adjustments to pension and postretirement liability, net of $0.7 million, $0.8 million, $1.4 million, and $1.5 million tax, respectively	1,145	1,201	2,305	2,374
Total comprehensive income	$ 13,894	$ 23,950	$ 27,175	$ 38,842

XML

Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Income Tax Disclosure [Abstract]
Income tax (benefits) expense	$ (5,781,000)	$ 6,225,000	$ (96,000)	$ 12,423,000
Effective tax rate	100.30%		0.40%
Income tax benefit due to reduction of an uncertain tax position liability related to foreign tax audit	$ 1,500,000		$ 3,700,000
Applicable statutory United States tax rate	35.00%		35.00%

XML

Operating Segments - Additional Information (Detail)	6 Months Ended
	Jun. 29, 2014 Segment
Segment Reporting [Abstract]
Number of global business platforms	4

XML

Long-Term Debt and Other Borrowing Arrangements (Tables)

6 Months Ended

Jun. 29, 2014

Debt Disclosure [Abstract]

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 29,     2014		December 31,   2013
	(In thousands)
Revolving credit agreement due 2018	$	-	$	-
Term Loan due 2020		248,200		248,775
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000		700,000
5.5% Senior subordinated notes due 2023		408,150		413,040
5.25% Senior subordinated notes due 2024		200,000		-
9.25% Senior subordinated notes due 2019		5,221		5,221
Total senior subordinated notes		1,313,371		1,118,261
Total debt and other borrowing arrangements		1,561,571		1,367,036
Less current maturities of Term Loan		(2,500)		(2,500)
Long-term debt	$	1,559,071	$	1,364,536

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss), Net of Tax (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	$ (29,181)
Other comprehensive income before reclassifications	261
Amounts reclassified from accumulated other comprehensive income (loss)	2,305
Other comprehensive income, net of tax	2,566
Accumulated Other Comprehensive Income (Loss), Ending balance	(26,615)
Foreign Currency Translation Component [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	7,796
Other comprehensive income before reclassifications	261
Amounts reclassified from accumulated other comprehensive income (loss)	0
Other comprehensive income, net of tax	261
Accumulated Other Comprehensive Income (Loss), Ending balance	8,057
Pension and Other Postretirement Benefit Plans [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	(36,977)
Other comprehensive income before reclassifications	0
Amounts reclassified from accumulated other comprehensive income (loss)	2,305
Other comprehensive income, net of tax	2,305
Accumulated Other Comprehensive Income (Loss), Ending balance	$ (34,672)

XML

Severance, Restructuring and Acquisition Integration Activities - Summary of Severance Activity (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
New charges	$ 38,208	$ 5,000	$ 39,651	$ 5,800
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
New charges	27,108		28,391
Employee Severance [Member] | Productivity Improvement Program [Member]
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2013			0
New charges			10,507
Cash payments			(1,774)
Foreign currency translation			(62)
Balance at June 29, 2014	8,671		8,671
Employee Severance [Member] | Grass Valley Integration [Member]
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2013			0
New charges			16,528
Cash payments			(4,497)
Foreign currency translation			82
Balance at June 29, 2014	$ 12,113		$ 12,113

XML

Income per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Diluted weighted average shares outstanding do not include outstanding equity awards	0.2	0.3	0.1	0.3

XML

Share Repurchases - Additional Information (Detail) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	6 Months Ended				3 Months Ended	6 Months Ended	36 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Nov. 30, 2012	Jul. 31, 2011	Jun. 29, 2014 Share Repurchase Program [Member]	Jun. 29, 2014 Share Repurchase Program [Member]	Jun. 29, 2014 Share Repurchase Program [Member]
Equity, Class of Treasury Stock [Line Items]
Purchase of common stock			$ 200,000,000	$ 150,000,000
Repurchase of shares					400	400	5,800
Payments under share repurchase program	$ 31,197,000	$ 62,500,000			$ 31,200,000	$ 31,200,000	$ 249,900,000
Repurchase of shares average price per share					$ 73.50	$ 73.50	$ 42.77

XML

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. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Pension Obligations [Member]
Components of net periodic benefit cost:
Service cost	$ 2,072	$ 1,676	$ 4,091	$ 3,364
Interest cost	4,121	2,914	8,202	5,862
Expected return on plan assets	(5,134)	(3,391)	(10,251)	(6,797)
Amortization of prior service cost (credit)		(8)	1	(16)
Actuarial losses	1,723	1,665	3,446	3,333
Net periodic benefit cost	2,782	2,856	5,489	5,746
Other Postretirement Obligations [Member]
Components of net periodic benefit cost:
Service cost	30	35	60	68
Interest cost	525	557	1,077	1,083
Expected return on plan assets	0	0	0	0
Amortization of prior service cost (credit)	(27)	(28)	(53)	(55)
Actuarial losses	164	320	353	598
Net periodic benefit cost	$ 692	$ 884	$ 1,437	$ 1,694

XML

Operating Segments

6 Months Ended

Jun. 29, 2014

Segment Reporting [Abstract]

Operating Segments

Note 3:  Operating Segments

We are organized around four global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, and Industrial IT. Each of the global business platforms represents a reportable segment. 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, amortization of intangible assets, and other costs.

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

	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 29, 2014
Revenues	$	248,115	$	121,272	$	178,244	$	53,260	$	-	$	600,891
Affiliate revenues		84		1,628		485		6		-		2,203
Operating income (loss)		(26,302)		13,733		18,339		6,002		-		11,772
Total assets		419,814		236,860		282,874		70,998		-		1,010,546
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		272,506		242,120		272,974		60,521		-		848,121
As of and for the six months ended June 29, 2014
Revenues	$	413,983	$	229,666	$	337,562	$	107,370	$	-	$	1,088,581
Affiliate revenues		283		3,704		1,841		8		-		5,836
Operating income (loss)		(15,734)		23,901		39,089		14,149		-		61,405
Total assets		419,814		236,860		282,874		70,998		-		1,010,546
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		272,506		242,120		272,974		60,521		-		848,121

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

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Segment operating income	$	11,772	$	53,027	$	61,405	$	95,682
Income from equity method investment		1,256		2,256		2,210		4,527
Eliminations		(702)		(1,370)		(1,778)		(2,056)
Total operating income		12,326		53,913		61,837		98,153
Interest expense		(18,203)		(18,345)		(37,023)		(34,250)
Interest income		111		149		261		257
Income (loss) from continuing operations before taxes	$	(5,766)	$	35,717	$	25,075	$	64,160

XML

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. 29, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Senior subordinated notes	$ 1,313,371	$ 1,118,261
Total debt and other borrowing arrangements	1,561,571	1,367,036
Less current maturities of Term Loan	(2,500)	(2,500)
Long-term debt	1,559,071	1,364,536
Revolving credit agreement due 2018 [Member]
Debt Instrument [Line Items]
Revolving credit agreement	0
Term loan due 2020 [Member]
Debt Instrument [Line Items]
Long term debt	248,200	248,775
5.5% Senior subordinated notes due 2022 [Member]
Debt Instrument [Line Items]
Senior subordinated notes	700,000	700,000
5.5% Senior subordinated notes due 2023 [Member]
Debt Instrument [Line Items]
Senior subordinated notes	408,150	413,040
5.25% Senior subordinated notes due 2024 [Member]
Debt Instrument [Line Items]
Senior subordinated notes	200,000
9.25% Senior subordinated notes due 2019 [Member]
Debt Instrument [Line Items]
Senior subordinated notes	$ 5,221	$ 5,221

XML

Acquisitions - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended		0 Months Ended		3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended	0 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013	Jan. 25, 2013 Softel Limited [Member]	Mar. 31, 2014 Grass Valley [Member]	Jun. 29, 2014 Grass Valley [Member]	Jun. 29, 2014 Grass Valley [Member]	Mar. 31, 2014 Grass Valley [Member]	Jun. 29, 2014 Grass Valley [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Jun. 29, 2014 Grass Valley [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member]	Jun. 29, 2014 Prosoft Technology, Inc. [Member]	Jun. 29, 2014 Prosoft Technology, Inc. [Member]	Jun. 29, 2014 Prosoft Technology, Inc. [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Jun. 29, 2014 Prosoft Technology, Inc. [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Jun. 30, 2013 Grass Valley And Prosoft [Member]
Business Acquisition [Line Items]
Percentage of outstanding shares acquired									100.00%			100.00%
Acquisition price					$ 9,100,000	$ 218,000,000						$ 105,000,000
Fair value of acquired receivables							73,300,000	73,300,000					6,000,000	6,000,000
Acquired receivable, gross contractual amount							79,000,000	79,000,000					6,100,000	6,100,000
Amount of acquired receivables not expected to be collected							5,700,000	5,700,000					100,000	100,000
Goodwill acquired							106,200,000	106,200,000					55,300,000	55,300,000
Period for deducting goodwill for tax purposes							15 years						15 years
Post acquisition revenues							66,800,000	66,800,000					2,700,000	2,700,000
Post acquisition income (loss) from continuing operations							(22,900,000)	(22,900,000)					(400,000)	(400,000)
Amortization of intangible assets	15,795,000	13,105,000	27,536,000	26,082,000			3,800,000	3,800,000					300,000	300,000
Transaction cost included in selling, general and administrative expenses							100,000	1,000,000					600,000	600,000
Cost of sales	396,506,000	350,295,000	708,479,000	690,415,000						6,900,000	6,900,000				500,000	500,000
Inventory cost step-up, pro forma disclosure																	10,200,000
Amortization of intangible assets, pro forma disclosure																	1,900,000
Transaction costs, pro forma disclosure																	$ 1,600,000

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	6 Months Ended			12 Months Ended			6 Months Ended	12 Months Ended	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2013 Trapeze [Member]	Dec. 31, 2010 Trapeze [Member]	Jun. 29, 2014 Trapeze [Member]	Jun. 29, 2014 Thermax and Raydex [Member]	Dec. 31, 2012 Thermax and Raydex [Member]	Jun. 29, 2014 First Quarter Fiscal Year Two Thousand Fourteen [Member]	Jun. 29, 2014 Fiscal Second Quarter [Member]	Jun. 29, 2014 Fiscal Third Quarter [Member]	Jun. 29, 2014 Standby letters of credit [Member]	Jun. 29, 2014 Bank guaranties [Member]	Jun. 29, 2014 Surety bonds [Member]
Loss Contingencies [Line Items]
Reporting period	180 days	181 days							89 days	91 days	91 days
Guideline used to determine the end date of first quarter									91 days
Fair value measurements, transfers between Level 1 and Level 2	$ 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	162,800,000
Standby letters of credit, bank guaranties and surety bonds												7,500,000	2,300,000	1,700,000
Cash proceeds from the sales of discontinued operations					136,900,000			265,600,000
Gain/(Loss) on disposal of discontinued operations, before tax					88,300,000		(900,000)	211,600,000
Gain/(Loss) on disposal of discontinued operations, net of tax	(562,000)				44,800,000		(600,000)	124,700,000
Sale price for business					152,100,000
Amount in escrow as partial security for Company's indemnity obligations under transaction's purchase and sale agreement					15,200,000
Receivables, net	416,998,000		304,204,000			3,800,000
Partial settlement received from escrow				$ 4,200,000

XML

Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Parenthetical) (Detail)	6 Months Ended	12 Months Ended
	Jun. 29, 2014	Dec. 31, 2013
Revolving credit agreement due 2018 [Member]
Debt Instrument [Line Items]
Revolving credit agreement, maturity	2018
Term loan due 2020 [Member]
Debt Instrument [Line Items]
Long term debt, maturity	2020	2020
5.5% Senior subordinated notes due 2022 [Member]
Debt Instrument [Line Items]
Senior subordinated notes maturity year	2022	2022
Senior subordinated notes interest rate	5.50%	5.50%
5.5% Senior subordinated notes due 2023 [Member]
Debt Instrument [Line Items]
Senior subordinated notes maturity year	2023	2023
Senior subordinated notes interest rate	5.50%	5.50%
5.25% Senior subordinated notes due 2024 [Member]
Debt Instrument [Line Items]
Senior subordinated notes maturity year	2024
Senior subordinated notes interest rate	5.25%
9.25% Senior subordinated notes due 2019 [Member]
Debt Instrument [Line Items]
Senior subordinated notes maturity year	2019	2019
Senior subordinated notes interest rate	9.25%	9.25%

XML

Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Dec. 31, 2013	Jun. 11, 2014 Prosoft Technology, Inc. [Member]	Mar. 31, 2014 Grass Valley [Member]
Business Acquisition [Line Items]
Cash			$ 2,492	$ 9,397
Receivables			6,026	73,324
Inventories			7,001	19,777
Other current assets			615	4,172
Property, plant and equipment			1,151	23,071
Goodwill	934,285	773,048	55,281	106,176
Intangible assets			37,400	95,500
Other non-current assets			78	26,919
Total assets			110,044	358,336
Accounts payable			2,455	50,870
Accrued liabilities			1,654	58,633
Deferred revenue				14,000
Postretirement benefits				15,604
Other non-current liabilities			935	1,199
Total liabilities			5,044	140,306
Net assets			$ 105,000	$ 218,030

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Acquisitions - Intangible Assets Related to Acquisition (Detail) (USD $) In Thousands, unless otherwise specified			0 Months Ended				0 Months Ended		0 Months Ended		0 Months Ended		0 Months Ended		0 Months Ended
	Jun. 29, 2014	Dec. 31, 2013	Mar. 31, 2014 Grass Valley [Member]	Mar. 31, 2014 Grass Valley [Member]	Mar. 31, 2014 Grass Valley [Member] Trademarks [Member]	Mar. 31, 2014 Grass Valley [Member] In-process research and development [Member]	Mar. 31, 2014 Grass Valley [Member] Customer relationships [Member]	Mar. 31, 2014 Grass Valley [Member] Customer relationships [Member]	Mar. 31, 2014 Grass Valley [Member] Developed technologies [Member]	Mar. 31, 2014 Grass Valley [Member] Developed technologies [Member]	Mar. 31, 2014 Grass Valley [Member] Backlog [Member]	Mar. 31, 2014 Grass Valley [Member] Backlog [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member] Trademarks [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member] Customer relationships [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member] Developed technologies [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member] Backlog [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible assets subject to amortization				$ 65,500				$ 27,000		$ 37,000		$ 1,500	$ 32,400		$ 22,000	$ 10,000	$ 400
Goodwill	934,285	773,048		106,176									55,281
Intangible assets not subject to amortization				136,176	22,000	8,000							60,281	5,000
Total intangible assets				$ 201,676									$ 92,681
Weighted average amortization period			9 years				15 years		5 years		3 months 18 days		8 years		10 years	4 years	3 months 18 days

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Acquisitions

6 Months Ended

Jun. 29, 2014

Business Combinations [Abstract]

Acquisitions

Note 2: Acquisitions

ProSoft Technology, Inc.

We acquired 100% of the outstanding shares of ProSoft Technology, Inc. (ProSoft) on June 11, 2014 for cash of $105.0 million. The purchase price remains subject to a working capital adjustment. ProSoft is a leading manufacturer of industrial networking products that translate between disparate automation systems, including the various protocols used by different automation vendors. The results of ProSoft have been included in our Condensed Consolidated Financial Statements from June 11, 2014, and are reported within the Industrial IT segment. ProSoft is headquartered in Bakersfield, California. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of June 11, 2014 (in thousands).

Cash	$	2,492
Receivables		6,026
Inventories		7,001
Other current assets		615
Property, plant and equipment		1,151
Goodwill		55,281
Intangible assets		37,400
Other non-current assets		78
Total assets	$	110,044
Accounts payable	$	2,455
Accrued liabilities		1,654
Other non-current liabilities		935
Total liabilities	$	5,044
Net assets	$	105,000

The above purchase price allocation is preliminary and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of finalizing third party valuations of certain tangible and intangible assets and ensuring our accounting policies are applied at ProSoft. The preliminary measurement of receivables, inventories, property, plant, and equipment, intangible assets, 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.

The fair value of acquired receivables is $6.0 million, with a gross contractual amount of $6.1 million. We do not expect to collect $0.1 million of the acquired receivables.

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.

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 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. The expected synergies for the ProSoft acquisition primarily consist of cost savings from the ability to consolidate management and other support functions and expanded access to the Industrial IT market and channel partners. Our tax basis in the acquired goodwill is $55.3 million. The goodwill balance we recorded is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The preliminary intangible assets related to the acquisition consisted of the following:

	Preliminary      Estimated Fair      Value		Amortization      Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Customer relationships	$	22,000		10.0
Developed technologies		10,000		4.0
Backlog		400		0.3
Total intangible assets subject to amortization		32,400
Intangible assets not subject to amortization:
Goodwill		55,281
Trademarks		5,000
Total intangible assets not subject to amortization		60,281
Total intangible assets	$	92,681
Weighted average amortization period				8.0

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.

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.

Our revenues and income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 included $2.7 million and $(0.4) million, respectively, from ProSoft. Included in our income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 are $0.5 million of cost of sales related to the preliminary adjustment of inventory to fair value and $0.3 million of amortization of intangible assets. In addition, we recognized $0.6 million of transaction costs associated with the acquisition for both the three and six months ended June 29, 2014, which are included in our selling, general, and administrative expenses.

Grass Valley

We acquired 100% of the outstanding ownership interest in Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 for cash of $218.0 million. Grass Valley is a leading provider of innovative technologies for the broadcast industry, including production switchers, cameras, servers, and editing solutions. Grass Valley is headquartered in Hillsboro, Oregon, with significant locations throughout the United States, Europe, and Asia. The results of Grass Valley have been included in our Condensed Consolidated Financial Statements from March 31, 2014, 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 March 31, 2014 (in thousands).

Cash	$	9,397
Receivables		73,324
Inventories		19,777
Other current assets		4,172
Property, plant and equipment		23,071
Goodwill		106,176
Intangible assets		95,500
Other non-current assets		26,919
Total assets	$	358,336
Accounts payable	$	50,870
Accrued liabilities		58,633
Deferred revenue		14,000
Postretirement benefits		15,604
Other non-current liabilities		1,199
Total liabilities	$	140,306
Net assets	$	218,030

The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of finalizing third party valuations of certain tangible and intangible assets and ensuring our accounting policies are applied at Grass Valley. The preliminary measurement of receivables, inventories, property, plant, and equipment, intangible assets, goodwill, deferred income taxes, deferred revenue, and other assets and liabilities are subject to change. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocable to goodwill.

The fair value of acquired receivables is $73.3 million, with a gross contractual amount of $79.0 million. We do not expect to collect $5.7 million of the acquired receivables.

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.

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 preliminary 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. The expected synergies for the Grass Valley acquisition primarily consist of cost savings from the ability to consolidate existing and acquired operating facilities and other support functions, as well as expanded access to the Broadcast market. Our estimated tax basis in the acquired goodwill is $106.2 million. Our preliminary analysis indicates that the goodwill balance we recorded is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The preliminary intangible assets related to the acquisition consisted of the following:

	Preliminary      Estimated Fair      Value		Amortization      Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	37,000		5.0
Customer relationships		27,000		15.0
Backlog		1,500		0.3
Total intangible assets subject to amortization		65,500
Intangible assets not subject to amortization:
Goodwill		106,176
Trademarks		22,000
In-process research and development		8,000
Total intangible assets not subject to amortization		136,176
Total intangible assets	$	201,676
Weighted average amortization period				9.0

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 the assets 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.

Our revenues and income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 included $66.8 million and $(22.9) million, respectively, from Grass Valley. Included in our income (loss) from continuing operations before taxes for both the three and six months ended June 29, 2014 are $6.9 million of cost of sales related to the preliminary adjustment of inventory to fair value and $3.8 million of amortization of intangible assets. In addition, we recognized $0.1 million and $1.0 million of transaction costs associated with the acquisition for the three and six months ended June 29, 2014, respectively, which are included in our selling, general, and administrative expenses. We also recognized certain severance, restructuring, and acquisition integration costs in the three and six months ended June 29, 2014 related to Grass Valley. See Note 7.

The following table illustrates the unaudited pro forma effect on operating results as if the Grass Valley and ProSoft acquisitions had been completed as of January 1, 2013.

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	614,635	$	620,291	$	1,178,259	$	1,202,101
Income from continuing operations		10,718		19,937		12,625		9,924
Diluted income per share from continuing operations	$	0.24	$	0.45	$	0.29	$	0.22

For purposes of the pro forma disclosures, the six months ended June 30, 2013 include nonrecurring expenses from the effects of purchase accounting, including the cost of sales arising from the adjustment of inventory to fair value of $10.2 million, amortization of the sales backlog intangible asset of $1.9 million, and Belden’s transaction costs of $1.6 million.

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

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 are reported within the Broadcast segment. The Softel acquisition was not material to our financial position or results of operations.

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Acquisitions - Pro Forma Effect on Operating Results (Detail) (Grass Valley And Prosoft [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Grass Valley And Prosoft [Member]
Business Acquisition [Line Items]
Revenues	$ 614,635	$ 620,291	$ 1,178,259	$ 1,202,101
Income from continuing operations	$ 10,718	$ 19,937	$ 12,625	$ 9,924
Diluted income per share from continuing operations	$ 0.24	$ 0.45	$ 0.29	$ 0.22

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Severance, Restructuring and Acquisition Integration Activities - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014 Program	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	$ 38,208,000	$ 5,000,000	$ 39,651,000	$ 5,800,000
Number of significant programs			2
Additional severance and other restructuring costs and accelerated depreciation expense	32,000,000		32,000,000
Broadcast Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs		3,500,000		4,300,000
Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	719,000		719,000
Severance expense		1,300,000		1,300,000
Cost of sales [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	8,000,000	3,100,000	8,000,000	3,200,000
Selling, general and administrative expenses [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	28,900,000	1,000,000	30,000,000	1,600,000
Research and development [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	$ 1,300,000	$ 900,000	$ 1,700,000	$ 1,000,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 444,965	$ 613,304
Receivables, net	416,998	304,204
Inventories, net	228,443	207,980
Deferred income taxes	28,630	28,767
Other current assets	59,645	41,243
Total current assets	1,178,681	1,195,498
Property, plant and equipment, less accumulated depreciation	328,039	300,835
Goodwill	934,285	773,048
Intangible assets, less accumulated amortization	482,967	376,976
Deferred income taxes	27,246	26,034
Other long-lived assets	99,168	79,362
Total assets	3,050,386	2,751,753
Current liabilities:
Accounts payable	248,095	199,897
Accrued liabilities	224,430	199,169
Current maturities of long-term debt	2,500	2,500
Total current liabilities	475,025	401,566
Long-term debt	1,559,071	1,364,536
Postretirement benefits	120,856	105,924
Other long-term liabilities	60,658	43,186
Stockholders' equity:
Preferred stock
Common stock	503	503
Additional paid-in capital	588,320	585,753
Retained earnings	576,403	556,214
Accumulated other comprehensive loss	(26,615)	(29,181)
Treasury stock	(303,835)	(276,748)
Total stockholders' equity	834,776	836,541
Total liabilities and stockholders' equity	$ 3,050,386	$ 2,751,753

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Long-Term Debt and Other Borrowing Arrangements - Additional Information (Detail)	6 Months Ended			6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended			1 Months Ended	6 Months Ended		12 Months Ended	6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended	6 Months Ended		12 Months Ended
	Jun. 29, 2014 USD ($)	Jun. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)	Jun. 29, 2014 Term loan due 2020 [Member]	Dec. 31, 2013 Term loan due 2020 [Member] USD ($)	Jun. 29, 2014 Revolving credit agreement due 2018 [Member] USD ($)	Dec. 31, 2013 Revolving credit agreement due 2018 [Member] USD ($)	Jun. 29, 2014 Revolving credit agreement due 2018 [Member] Minimum [Member]	Jun. 29, 2014 Revolving credit agreement due 2018 [Member] Maximum [Member]	Jun. 29, 2014 5.25% Senior subordinated notes due 2024 [Member] USD ($)	Jun. 29, 2014 5.25% Senior subordinated notes due 2024 [Member] Senior Subordinate Notes [Member] USD ($)	Jun. 29, 2014 5.25% Senior subordinated notes due 2024 [Member] Senior Subordinate Notes [Member] USD ($)	Jun. 29, 2014 5.5% Senior subordinated notes due 2023 [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2023 [Member] USD ($)	Jun. 29, 2014 5.5% Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] EUR (€)	Jun. 29, 2014 5.5% Senior subordinated notes due 2022 [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2022 [Member] USD ($)	Jun. 29, 2014 5.5% Senior subordinated notes due 2022 [Member] Senior Subordinate Notes [Member] USD ($)	Jun. 29, 2014 9.25% Senior subordinated notes due 2019 [Member] USD ($)	Dec. 31, 2013 9.25% Senior subordinated notes due 2019 [Member] USD ($)
Debt Instrument [Line Items]
Borrowing under line of credit facility							$ 400,000,000
Revolving credit agreement, maturity						2018
Line of credit borrowing base						335,000,000
Description of variable rate basis				Three-month LIBOR plus an applicable spread		LIBOR or other similar indices in foreign jurisdictions
Line of credit spread on variable rate								1.25%	1.75%
Line of credit commitment fees						0.375%
Line of credit facility description						In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant.
Revolving credit facility restrictive covenants fixed charge coverage ratio minimum threshold						90.00%
Payments of debt issuance costs	5,702,000	7,817,000			3,600,000		7,000,000				4,000,000					8,500,000
Term Loan					250,000,000
Term Loan, maturity year				2020	2020
Frequency of interest payments				Quarterly amortization payments								Semiannually			Semiannually					Semiannually	Semiannually
Effective interest rate of senior subordinated notes				3.25%																	9.75%
Aggregate principal amount outstanding of senior subordinated notes											200,000,000	200,000,000				388,200,000	300,000,000				5,200,000
Senior subordinated notes interest rate										5.25%	5.25%	5.25%	5.50%	5.50%		5.50%		5.50%	5.50%	5.50%	9.25%	9.25%
Senior subordinated notes due date										2024	2024		2023	2023		2023		2022	2022	2022	2019	2019
Senior Subordinated Notes maturing 2019; description of priority												The notes rank equal in right of payment with our senior subordinated notes due 2023, 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 Term Loan.			The notes rank equal in right of payment with our senior subordinated notes due 2024, 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 Term Loan.					The notes rank equal in right of payment with our senior subordinated notes due 2019, 2023, and 2024 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 Term Loan.	The notes rank equal in right of payment with our senior subordinated notes due 2022, 2023, and 2024, and with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan.
Senior Subordinated Notes maturing 2019; description of priority												The notes rank equal in right of payment with our senior subordinated notes due 2023, 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 Term Loan.			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.
Senior subordinated notes	1,313,371,000		1,118,261,000							200,000,000			408,150,000	413,040,000	408,150,000			700,000,000	700,000,000	700,000,000	5,221,000	5,221,000
Fair value of debt instrument	$ 1,345,200,000

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CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENT (Unaudited) (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Statement Of Stockholders Equity [Abstract]
Foreign currency translation, tax expense (benefit)	$ 1.5	$ 0	$ (0.2)	$ 0
Adjustments to pension and postretirement liability, tax expense	$ 0.7	$ 0.8	$ 1.4	$ 1.5
Dividends declared per share	$ 0.05	$ 0.05	$ 0.10	$ 0.10

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Operating Segments - Reconciliation of Total Reportable Segments' Operating Income to Consolidated Income (Loss) from Continuing Operations before Taxes (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income from equity method investment	$ 1,256	$ 2,256	$ 2,210	$ 4,527
Total operating income	12,326	53,913	61,837	98,153
Interest expense	(18,203)	(18,345)	(37,023)	(34,250)
Interest income	111	149	261	257
Income (loss) from continuing operations before taxes	(5,766)	35,717	25,075	64,160
Reportable Segment [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total operating income	11,772	53,027	61,405	95,682
Eliminations [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total operating income	$ (702)	$ (1,370)	$ (1,778)	$ (2,056)

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Income per Share (Tables)

6 Months Ended

Jun. 29, 2014

Earnings Per Share [Abstract]

Basis for Income per Share Computations

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

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Numerator:
Income from continuing operations	$	15	$	29,492	$	25,171	$	51,737
Loss from discontinued operations, net of tax		-		-		(562)		-
Net income	$	15	$	29,492	$	24,609	$	51,737
Denominator:
Weighted average shares outstanding, basic		43,603		43,928		43,559		44,173
Effect of dilutive common stock equivalents		689		862		734		934
Weighted average shares outstanding, diluted		44,292		44,790		44,293		45,107

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Income per Share - Basis for Income per Share Computations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Income from continuing operations	$ 15	$ 29,492	$ 25,171	$ 51,737
Loss from discontinued operations, net of tax			(562)
Net income	$ 15	$ 29,492	$ 24,609	$ 51,737
Weighted average shares outstanding, basic	43,603	43,928	43,559	44,173
Effect of dilutive common stock equivalents	689	862	734	934
Weighted average shares outstanding, diluted	44,292	44,790	44,293	45,107

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Severance, Restructuring, and Acquisition Integration Activities (Tables)

6 Months Ended

Jun. 29, 2014

Restructuring And Related Activities [Abstract]

Severance, Restructuring and Integration Costs by Segment

The following table summarizes the costs by segment:

Three Months Ended June 29, 2014	Severance		Other Restructuring   and Integration   Costs		Total Costs
	(In thousands)
Broadcast Solutions	$	16,819	$	10,705	$	27,524
Enterprise Connectivity Solutions		1,592		229		1,821
Industrial Connectivity Solutions		8,111		33		8,144
Industrial IT Solutions		586		133		719
Total		27,108		11,100		38,208
Six Months Ended June 29, 2014
Broadcast Solutions	$	18,102	$	10,865	$	28,967
Enterprise Connectivity Solutions		1,592		229		1,821
Industrial Connectivity Solutions		8,111		33		8,144
Industrial IT Solutions		586		133		719
Total	$	28,391	$	11,260	$	39,651

Summary of Severance Activity

The table below sets forth severance activity that occurred during 2014 for the two significant programs described above. The balances are included in accrued liabilities.

	Productivity     Improvement     Program		Grass Valley      Integration
	(In thousands)
Balance at December 31, 2013	$	-	$	-
New charges		10,507		16,528
Cash payments		(1,774)		(4,497)
Foreign currency translation		(62)		82
Balance at June 29, 2014	$	8,671	$	12,113

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 29, 2014

Accounting Policies [Abstract]

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, 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, 2013:

• 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 2013 Annual Report on Form 10-K.

Business Description

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

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 30, 2014, the 89th day of our fiscal year 2014. Our fiscal second and third quarters each have 91 days. The six months ended June 29, 2014 and June 30, 2013 included 180 and 181 days, respectively.

Reclassifications

We have made certain reclassifications to the 2013 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2014 presentation.

Fair Value Measurement

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

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

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

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

As of and during the three and six months ended June 29, 2014 and June 30, 2013, 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 six months ended June 29, 2014 and June 30, 2013.

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 29, 2014 was $162.8 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 29, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.5 million, $2.3 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 elements. For these arrangements, when the elements can be separated, the 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. Generally, we determine relative selling price using our best estimate of selling price, as we do not have vendor specific objective evidence or third party evidence of fair value for such arrangements.

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 for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. We recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business in the six months ended June 29, 2014 as a result of settling the working capital adjustment and other matters.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million and recognized a pre-tax gain of $88.3 million ($44.8 million net of tax). 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. In 2013, we collected a partial settlement of $4.2 million from the escrow. 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, 2014, we adopted new accounting guidance issued by the Financial Accounting Standards Board (the FASB) with regard to the presentation of liabilities for unrecognized tax benefits. The adoption of this guidance did not have a material impact on our financial statements.

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (the ASU), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for us beginning January 1, 2017, and allows for both retrospective and prospective methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Income Statement [Abstract]
Revenues	$ 600,891	$ 529,491	$ 1,088,581	$ 1,036,964
Cost of sales	(396,506)	(350,295)	(708,479)	(690,415)
Gross profit	204,385	179,196	380,102	346,549
Selling, general and administrative expenses	(145,902)	(93,503)	(240,750)	(185,485)
Research and development	(31,618)	(20,931)	(52,189)	(41,356)
Amortization of intangibles	(15,795)	(13,105)	(27,536)	(26,082)
Income from equity method investment	1,256	2,256	2,210	4,527
Operating income	12,326	53,913	61,837	98,153
Interest expense	(18,203)	(18,345)	(37,023)	(34,250)
Interest income	111	149	261	257
Income (loss) from continuing operations before taxes	(5,766)	35,717	25,075	64,160
Income tax benefit (expense)	5,781	(6,225)	96	(12,423)
Income from continuing operations	15	29,492	25,171	51,737
Loss from disposal of discontinued operations, net of tax			(562)
Net income	15	29,492	24,609	51,737
Weighted average number of common shares and equivalents:
Basic	43,603	43,928	43,559	44,173
Diluted	44,292	44,790	44,293	45,107
Basic income (loss) per share:
Continuing operations		$ 0.67	$ 0.58	$ 1.17
Discontinued operations			$ (0.01)
Net income		$ 0.67	$ 0.57	$ 1.17
Diluted income (loss) per share:
Continuing operations		$ 0.66	$ 0.57	$ 1.15
Discontinued operations			$ (0.01)
Net income		$ 0.66	$ 0.56	$ 1.15
Comprehensive income	$ 13,894	$ 23,950	$ 27,175	$ 38,842
Dividends declared per share	$ 0.05	$ 0.05	$ 0.10	$ 0.10

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 29, 2014

Equity [Abstract]

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Note 11:  Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Net income	$	15	$	29,492	$	24,609	$	51,737
Foreign currency translation income (loss), net of $1.5 million, $0.0 million, $0.2 million, and $0.0 million tax, respectively		12,734		(6,743)		261		(15,269)
Adjustments to pension and postretirement liability, net of $0.7 million, $0.8 million, $1.4 million, and $1.5 million tax, respectively		1,145		1,201		2,305		2,374
Total comprehensive income	$	13,894	$	23,950	$	27,175	$	38,842

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, 2013	$	7,796	$	(36,977)	$	(29,181)
Other comprehensive income before reclassifications		261		-		261
Amounts reclassified from accumulated other comprehensive income (loss)		-		2,305		2,305
Net current period other comprehensive income		261		2,305		2,566
Balance at June 29, 2014	$	8,057	$	(34,672)	$	(26,615)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 29, 2014:

	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	$	3,799	(1)
Prior service credit		(52)	(1)
Total before tax		3,747
Tax benefit		(1,442)
Net of tax	$	2,305

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 10).

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Document and Entity Information	6 Months Ended
	Jun. 29, 2014	Aug. 01, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 29, 2014
Document Fiscal Year Focus	2014
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		43,242,305

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Share Repurchases

6 Months Ended

Jun. 29, 2014

Equity [Abstract]

Share Repurchases

Note 12:  Share Repurchases

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. 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. This program is funded by cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company.

During both the three and six months ended June 29, 2014, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $31.2 million and an average price per share of $73.50. From inception of the program to June 29, 2014, we have repurchased 5.8 million shares of our common stock under the program for an aggregate cost of $249.9 million and an average price of $42.77.

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CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income	$ 24,609	$ 51,737
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	48,433	47,787
Share-based compensation	9,524	7,366
Provision for inventory obsolescence	4,119	963
Pension funding less than pension expense	1,721	1,723
Income from equity method investment	(2,210)	(4,527)
Deferred income tax benefit	(4,787)	(897)
Tax benefit related to share-based compensation	(4,894)	(5,362)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(33,762)	(43,370)
Inventories	3,486	6,312
Accounts payable	(4,584)	5,500
Accrued liabilities	(32,271)	(1,854)
Accrued taxes	(8,439)	(85,769)
Other assets	7,212	232
Other liabilities	2,398	3,659
Net cash provided by (used for) operating activities	10,555	(16,500)
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired	(311,467)	(9,979)
Capital expenditures	(20,963)	(20,266)
Proceeds from (payments for) disposal of business	(956)	3,735
Proceeds from disposal of tangible assets	13	3,136
Net cash used for investing activities	(333,373)	(23,374)
Cash flows from financing activities:
Borrowings under credit arrangements	200,000	388,220
Payments under share repurchase program	(31,197)	(62,500)
Proceeds (payments) from exercise of stock options, net of withholding tax payments	(7,741)	(1,186)
Debt issuance costs paid	(5,702)	(7,817)
Cash dividends paid	(4,358)	(2,310)
Payments under borrowing arrangements	(625)	(197,191)
Tax benefit related to share-based compensation	4,894	5,362
Net cash provided by financing activities	155,271	122,578
Effect of foreign currency exchange rate changes on cash and cash equivalents	(792)	(1,598)
Increase (decrease) in cash and cash equivalents	(168,339)	81,106
Cash and cash equivalents, beginning of period	613,304	395,095
Cash and cash equivalents, end of period	$ 444,965	$ 476,201

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Long-Lived Assets

6 Months Ended

Jun. 29, 2014

Property Plant And Equipment [Abstract]

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.

Depreciation and Amortization Expense

We recognized depreciation expense of $11.4 million and $20.9 million in the three and six months ended June 29, 2014, respectively. We recognized depreciation expense of $12.1 million and $21.7 million in the three and six months ended June 30, 2013, respectively.

We recognized amortization expense related to our intangible assets of $15.8 million and $27.5 million in the three and six months ended June 29, 2014, respectively. We recognized amortization expense related to our intangible assets of $13.1 million and $26.1 million in the three and six months ended June 30, 2013, respectively.

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Inventories

6 Months Ended

Jun. 29, 2014

Inventory Disclosure [Abstract]

Inventories

Note 5:  Inventories

The major classes of inventories were as follows:

	June 29, 2014		December 31, 2013
	(In thousands)
Raw materials	$	97,039	$	85,379
Work-in-process		39,163		34,671
Finished goods		123,141		107,091
Perishable tooling and supplies		1,885		2,156
Gross inventories		261,228		229,297
Obsolescence and other reserves		(32,785)		(21,317)
Net inventories	$	228,443	$	207,980

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Inventories (Tables)

6 Months Ended

Jun. 29, 2014

Inventory Disclosure [Abstract]

Major Classes of Inventories

The major classes of inventories were as follows:

	June 29, 2014		December 31, 2013
	(In thousands)
Raw materials	$	97,039	$	85,379
Work-in-process		39,163		34,671
Finished goods		123,141		107,091
Perishable tooling and supplies		1,885		2,156
Gross inventories		261,228		229,297
Obsolescence and other reserves		(32,785)		(21,317)
Net inventories	$	228,443	$	207,980

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 29, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2013:

• 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 2013 Annual Report on Form 10-K.

Business Description

Business Description

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

Reporting Periods

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 30, 2014, the 89th day of our fiscal year 2014. Our fiscal second and third quarters each have 91 days. The six months ended June 29, 2014 and June 30, 2013 included 180 and 181 days, respectively.

Reclassifications

Reclassifications

We have made certain reclassifications to the 2013 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2014 presentation.

Fair Value Measurement

Fair Value Measurement

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

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

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

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

As of and during the three and six months ended June 29, 2014 and June 30, 2013, 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 six months ended June 29, 2014 and June 30, 2013.

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 29, 2014 was $162.8 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 29, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.5 million, $2.3 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 elements. For these arrangements, when the elements can be separated, the 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. Generally, we determine relative selling price using our best estimate of selling price, as we do not have vendor specific objective evidence or third party evidence of fair value for such arrangements.

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 for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. We recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business in the six months ended June 29, 2014 as a result of settling the working capital adjustment and other matters.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million and recognized a pre-tax gain of $88.3 million ($44.8 million net of tax). 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. In 2013, we collected a partial settlement of $4.2 million from the escrow. 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.

Recent Accounting Pronouncements

Current-Year Adoption of Accounting Pronouncements

On January 1, 2014, we adopted new accounting guidance issued by the Financial Accounting Standards Board (the FASB) with regard to the presentation of liabilities for unrecognized tax benefits. The adoption of this guidance did not have a material impact on our financial statements.

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (the ASU), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for us beginning January 1, 2017, and allows for both retrospective and prospective methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our Consolidated Financial Statements.

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Income Taxes

6 Months Ended

Jun. 29, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Note 9:  Income Taxes

We recognized income tax benefits of $5.8 million and $0.1 million for the three and six months ended June 29, 2014, respectively. The effective tax rate for the three and six months ended June 29, 2014 was a benefit of 100.3% and 0.4%, respectively. We realized income tax benefits due to several items. First, our estimated full year effective tax rate, exclusive of discrete items, decreased due to the acquisitions of Grass Valley and ProSoft. The addition of the forecasted income (loss) by tax jurisdiction for those acquired companies resulted in a decrease in the estimated full year effective tax rate. Second, our income tax benefit for the three and six months ended June 29, 2014 included $1.5 million and $3.7 million, respectively, for the reduction of uncertain tax position liabilities, primarily due to favorable developments with a foreign tax audit.

In addition to the factors noted above, the tax rate differential associated with our foreign earnings contributed to the difference between the effective tax rate and the amount determined by applying the applicable statutory United States tax rate of 35%.

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Severance, Restructuring, and Acquisition Integration Activities

6 Months Ended

Jun. 29, 2014

Restructuring And Related Activities [Abstract]

Severance, Restructuring, and Acquisition Integration Activities

Note 7:  Severance, Restructuring, and Acquisition Integration Activities

During the six months ended June 29, 2014, we incurred severance, restructuring, and acquisition integration costs primarily related to a productivity improvement program and the integration of our acquisition of Grass Valley. The productivity improvement program is focused on improving the productivity of our sales, marketing, finance, and human resources functions relative to our peers. The majority of the expected costs for the productivity improvement program relate to the Industrial Connectivity, Enterprise, and Industrial IT segments. The restructuring and integration activities related to our acquisition of Grass Valley are focused on achieving desired cost savings by consolidating existing and acquired operating facilities and other support functions. The Grass Valley costs relate to our Broadcast segment.

For the three and six months ended June 29, 2014, we recorded severance, restructuring, and integration costs of $38.2 million and $39.7 million, respectively, related to these programs. The following table summarizes the costs by segment:

Three Months Ended June 29, 2014	Severance		Other Restructuring   and Integration   Costs		Total Costs
	(In thousands)
Broadcast Solutions	$	16,819	$	10,705	$	27,524
Enterprise Connectivity Solutions		1,592		229		1,821
Industrial Connectivity Solutions		8,111		33		8,144
Industrial IT Solutions		586		133		719
Total		27,108		11,100		38,208
Six Months Ended June 29, 2014
Broadcast Solutions	$	18,102	$	10,865	$	28,967
Enterprise Connectivity Solutions		1,592		229		1,821
Industrial Connectivity Solutions		8,111		33		8,144
Industrial IT Solutions		586		133		719
Total	$	28,391	$	11,260	$	39,651

The other restructuring and integration costs included retention bonuses, relocation, recruitment, travel, and reserves for inventory obsolescence as a result of product line integration. We expect the majority of the other restructuring and integration costs related to these actions will be paid in 2014.

The table below sets forth severance activity that occurred during 2014 for the two significant programs described above. The balances are included in accrued liabilities.

	Productivity     Improvement     Program		Grass Valley      Integration
	(In thousands)
Balance at December 31, 2013	$	-	$	-
New charges		10,507		16,528
Cash payments		(1,774)		(4,497)
Foreign currency translation		(62)		82
Balance at June 29, 2014	$	8,671	$	12,113

Of the total severance, restructuring, and acquisition integration costs recognized for the three months ended June 29, 2014, $8.0 million, $28.9 million, and $1.3 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized for the six months ended June 29, 2014, $8.0 million, $30.0 million, and $1.7 million were included in cost of sales, selling, general and administrative expenses, and research and development, respectively.

We expect to incur additional severance, restructuring, and acquisition integration costs in the second half of 2014 of approximately $32 million as a result of the activities discussed above, as well as the integration of our acquisition of ProSoft.

We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.

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. 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. These activities have been completed, and the costs have been paid.

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.

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Long-Term Debt and Other Borrowing Arrangements

6 Months Ended

Jun. 29, 2014

Debt Disclosure [Abstract]

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 29,     2014		December 31,   2013
	(In thousands)
Revolving credit agreement due 2018	$	-	$	-
Term Loan due 2020		248,200		248,775
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000		700,000
5.5% Senior subordinated notes due 2023		408,150		413,040
5.25% Senior subordinated notes due 2024		200,000		-
9.25% Senior subordinated notes due 2019		5,221		5,221
Total senior subordinated notes		1,313,371		1,118,261
Total debt and other borrowing arrangements		1,561,571		1,367,036
Less current maturities of Term Loan		(2,500)		(2,500)
Long-term debt	$	1,559,071	$	1,364,536

Revolving Credit Agreement due 2018

In 2013, we entered into a revolving credit agreement that provides a $400 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable, inventory, and property, plant, and equipment of certain of our subsidiaries in the United States, Canada, Germany, the Netherlands, and the United Kingdom. As of June 29, 2014, our borrowing base was $335.0 million. The Revolver matures in 2018. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% - 1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.375%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We paid approximately $7.0 million of fees associated with the Revolver, which are being amortized over the life of the Revolver.

Term Loan due 2020

In 2013, we borrowed $250.0 million under a new Term Loan Credit Agreement (the Term Loan). The Term Loan is secured on a second lien basis by the assets securing the Revolving Credit Agreement due 2018 discussed above and on a first lien basis by the stock of certain of our subsidiaries. The borrowings under the Term Loan are scheduled to mature in 2020 and require quarterly amortization payments. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of June 29, 2014 was 3.25%. We utilized the proceeds from the Term Loan to repay amounts outstanding under the term loan of our prior senior secured credit facility. We paid approximately $3.6 million of fees associated with the Term Loan, which are being amortized over the life of the Term Loan using the effective interest method.

Senior Subordinated Notes

In June 2014, we issued $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024. 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 2023, 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 Term Loan. Interest is payable semiannually on January 15 and July 15 of each year, beginning January 15, 2015. We paid approximately $4.0 million of fees associated with the issuance of the notes in 2014, which are being amortized over the life of the notes using the effective interest method. We intend to use the net proceeds from the transaction for general corporate purposes.

In 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 29, 2014 is $408.2 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 2024, 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 Term Loan. Interest is payable semiannually on April 15 and October 15 of each year. We paid $8.5 million of fees associated with the issuance of the notes in 2013, 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 prior senior secured credit facility and for general corporate purposes.

As of June 29, 2014, 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, 2023, and 2024 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 Term Loan. Interest is payable semiannually on March 1 and September 1 of each year.

As of June 29, 2014, $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, 2023, and 2024, and with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of June 29, 2014 was approximately $1,345.2 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 $1,313.4 million as of June 29, 2014. We believe the fair value of our Term Loan approximates book value.

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Pension and Other Postretirement Obligations

6 Months Ended

Jun. 29, 2014

Compensation And Retirement Disclosure [Abstract]

Pension and Other Postretirement Obligations

Note 10:  Pension and Other Postretirement Obligations

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

	Pension Obligations				Other Postretirement Obligations
Three Months Ended	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Service cost	$	2,072	$	1,676	$	30	$	35
Interest cost		4,121		2,914		525		557
Expected return on plan assets		(5,134)		(3,391)		-		-
Amortization of prior service credit		-		(8)		(27)		(28)
Actuarial losses		1,723		1,665		164		320
Net periodic benefit cost	$	2,782	$	2,856	$	692	$	884
Six Months Ended
Service cost	$	4,091	$	3,364	$	60	$	68
Interest cost		8,202		5,862		1,077		1,083
Expected return on plan assets		(10,251)		(6,797)		-		-
Amortization of prior service cost (credit)		1		(16)		(53)		(55)
Actuarial losses		3,446		3,333		353		598
Net periodic benefit cost	$	5,489	$	5,746	$	1,437	$	1,694

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Operating Segments - Operating Segment Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenues	$ 600,891	$ 529,491	$ 1,088,581	$ 1,036,964
Operating income (loss)	12,326	53,913	61,837	98,153
Total assets	3,050,386		3,050,386		2,751,753
All Other [Member]
Segment Reporting Information [Line Items]
Operating income (loss)		1,278		1,278
Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	600,891	529,491	1,088,581	1,036,964
Affiliate revenues	2,203	3,510	5,836	6,483
Operating income (loss)	11,772	53,027	61,405	95,682
Total assets	1,010,546	848,121	1,010,546	848,121
Broadcast Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	248,115	166,551	413,983	322,137
Affiliate revenues	84	526	283	636
Operating income (loss)	(26,302)	3,505	(15,734)	3,359
Total assets	419,814	272,506	419,814	272,506
Enterprise Connectivity Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	121,272	132,929	229,666	249,556
Affiliate revenues	1,628	2,539	3,704	5,008
Operating income (loss)	13,733	14,675	23,901	23,510
Total assets	236,860	242,120	236,860	242,120
Industrial Connectivity Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	178,244	171,892	337,562	348,613
Affiliate revenues	485	415	1,841	779
Operating income (loss)	18,339	24,344	39,089	48,793
Total assets	282,874	272,974	282,874	272,974
Industrial IT Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	53,260	58,119	107,370	116,658
Affiliate revenues	6	30	8	60
Operating income (loss)	6,002	9,225	14,149	18,742
Total assets	$ 70,998	$ 60,521	$ 70,998	$ 60,521

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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. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Amortization of pension and other postretirement benefit plan items:
Tax benefit	$ 5,781	$ (6,225)	$ 96	$ (12,423)
Net of tax	1,145	1,201	2,305	2,374
Pension and Other Postretirement Benefit Plans [Member] | Reclassified from Accumulated Other Comprehensive Income (Loss) [Member]
Amortization of pension and other postretirement benefit plan items:
Actuarial losses			3,799
Prior service credit			(52)
Total before tax			3,747
Tax benefit			(1,442)
Net of tax			$ 2,305

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Operating Segments (Tables)

6 Months Ended

Jun. 29, 2014

Segment Reporting [Abstract]

Operating Segment Information

	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 29, 2014
Revenues	$	248,115	$	121,272	$	178,244	$	53,260	$	-	$	600,891
Affiliate revenues		84		1,628		485		6		-		2,203
Operating income (loss)		(26,302)		13,733		18,339		6,002		-		11,772
Total assets		419,814		236,860		282,874		70,998		-		1,010,546
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		272,506		242,120		272,974		60,521		-		848,121
As of and for the six months ended June 29, 2014
Revenues	$	413,983	$	229,666	$	337,562	$	107,370	$	-	$	1,088,581
Affiliate revenues		283		3,704		1,841		8		-		5,836
Operating income (loss)		(15,734)		23,901		39,089		14,149		-		61,405
Total assets		419,814		236,860		282,874		70,998		-		1,010,546
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		272,506		242,120		272,974		60,521		-		848,121

Reconciliation of Total Reportable Segments' Operating 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 (loss) from continuing operations before taxes.

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Segment operating income	$	11,772	$	53,027	$	61,405	$	95,682
Income from equity method investment		1,256		2,256		2,210		4,527
Eliminations		(702)		(1,370)		(1,778)		(2,056)
Total operating income		12,326		53,913		61,837		98,153
Interest expense		(18,203)		(18,345)		(37,023)		(34,250)
Interest income		111		149		261		257
Income (loss) from continuing operations before taxes	$	(5,766)	$	35,717	$	25,075	$	64,160

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Pension and Other Postretirement Obligations (Tables)

6 Months Ended

Jun. 29, 2014

Compensation And Retirement Disclosure [Abstract]

Components of Net Periodic Benefit Costs

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

	Pension Obligations				Other Postretirement Obligations
Three Months Ended	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Service cost	$	2,072	$	1,676	$	30	$	35
Interest cost		4,121		2,914		525		557
Expected return on plan assets		(5,134)		(3,391)		-		-
Amortization of prior service credit		-		(8)		(27)		(28)
Actuarial losses		1,723		1,665		164		320
Net periodic benefit cost	$	2,782	$	2,856	$	692	$	884
Six Months Ended
Service cost	$	4,091	$	3,364	$	60	$	68
Interest cost		8,202		5,862		1,077		1,083
Expected return on plan assets		(10,251)		(6,797)		-		-
Amortization of prior service cost (credit)		1		(16)		(53)		(55)
Actuarial losses		3,446		3,333		353		598
Net periodic benefit cost	$	5,489	$	5,746	$	1,437	$	1,694

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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. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Equity [Abstract]
Foreign currency translation income (loss), tax expense (benefit)	$ 1.5	$ 0	$ (0.2)	$ 0
Adjustments to pension and postretirement liability, tax benefit (expense)	$ (0.7)	$ (0.8)	$ (1.4)	$ (1.5)

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Severance, Restructuring and Acquisition Integration Activities - Severance, Restructuring and Integration Costs by Segment (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013
Restructuring Cost and Reserve [Line Items]
Total Costs	$ 38,208	$ 5,000	$ 39,651	$ 5,800
Broadcast Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	27,524		28,967
Enterprise Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	1,821		1,821
Industrial Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	8,144		8,144
Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	719		719
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	27,108		28,391
Employee Severance [Member] | Broadcast Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	16,819		18,102
Employee Severance [Member] | Enterprise Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	1,592		1,592
Employee Severance [Member] | Industrial Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	8,111		8,111
Employee Severance [Member] | Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	586		586
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	11,100		11,260
Other Restructuring [Member] | Broadcast Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	10,705		10,865
Other Restructuring [Member] | Enterprise Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	229		229
Other Restructuring [Member] | Industrial Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	33		33
Other Restructuring [Member] | Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	$ 133		$ 133

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CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENT (Unaudited) (USD $) In Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning balance at Dec. 31, 2013	$ 836,541	$ 503	$ 585,753	$ 556,214	$ (276,748)	$ (29,181)
Beginning balance, shares at Dec. 31, 2013		50,335			6,880
Net income	24,609			24,609
Foreign currency translation, net of $0.2 million tax	261					261
Adjustment to pension and postretirement liability, net of $1.4 million tax	2,305					2,305
Other comprehensive income, net of tax	2,566
Exercise of stock options, net of tax withholding forfeitures	(5,810)		(8,130)		2,320
Exercise of stock options, net of tax withholding forfeitures, shares					136
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	(1,931)		(3,721)		1,790
Conversion of restricted stock units into common stock, net of tax withholding forfeitures, shares					72
Share repurchase program	(31,197)				(31,197)
Share repurchase program, shares					(424)
Share-based compensation	14,418		14,418
Dividends ($0.10 per share)	(4,420)			(4,420)
Ending balance at Jun. 29, 2014	$ 834,776	$ 503	$ 588,320	$ 576,403	$ (303,835)	$ (26,615)
Ending balance, shares at Jun. 29, 2014		50,335			7,096

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Income per Share

6 Months Ended

Jun. 29, 2014

Earnings Per Share [Abstract]

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 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Numerator:
Income from continuing operations	$	15	$	29,492	$	25,171	$	51,737
Loss from discontinued operations, net of tax		-		-		(562)		-
Net income	$	15	$	29,492	$	24,609	$	51,737
Denominator:
Weighted average shares outstanding, basic		43,603		43,928		43,559		44,173
Effect of dilutive common stock equivalents		689		862		734		934
Weighted average shares outstanding, diluted		44,292		44,790		44,293		45,107

For the three and six months ended June 29, 2014, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.1 million, respectively, because to do so would have been anti-dilutive. 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 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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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 29, 2014

Equity [Abstract]

Total Comprehensive Income

The following table summarizes total comprehensive income:

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands)
Net income	$	15	$	29,492	$	24,609	$	51,737
Foreign currency translation income (loss), net of $1.5 million, $0.0 million, $0.2 million, and $0.0 million tax, respectively		12,734		(6,743)		261		(15,269)
Adjustments to pension and postretirement liability, net of $0.7 million, $0.8 million, $1.4 million, and $1.5 million tax, respectively		1,145		1,201		2,305		2,374
Total comprehensive income	$	13,894	$	23,950	$	27,175	$	38,842

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, 2013	$	7,796	$	(36,977)	$	(29,181)
Other comprehensive income before reclassifications		261		-		261
Amounts reclassified from accumulated other comprehensive income (loss)		-		2,305		2,305
Net current period other comprehensive income		261		2,305		2,566
Balance at June 29, 2014	$	8,057	$	(34,672)	$	(26,615)

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 29, 2014:

	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	$	3,799	(1)
Prior service credit		(52)	(1)
Total before tax		3,747
Tax benefit		(1,442)
Net of tax	$	2,305

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 10).

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Inventories - Major Classes of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 29, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 97,039	$ 85,379
Work-in-process	39,163	34,671
Finished goods	123,141	107,091
Perishable tooling and supplies	1,885	2,156
Gross inventories	261,228	229,297
Obsolescence and other reserves	(32,785)	(21,317)
Net inventories	$ 228,443	$ 207,980

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Acquisitions (Tables)

6 Months Ended

Jun. 29, 2014

Prosoft Technology, Inc. [Member]

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 June 11, 2014 (in thousands).

Cash	$	2,492
Receivables		6,026
Inventories		7,001
Other current assets		615
Property, plant and equipment		1,151
Goodwill		55,281
Intangible assets		37,400
Other non-current assets		78
Total assets	$	110,044
Accounts payable	$	2,455
Accrued liabilities		1,654
Other non-current liabilities		935
Total liabilities	$	5,044
Net assets	$	105,000

Intangible Assets Related to Acquisition

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

	Preliminary      Estimated Fair      Value		Amortization      Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Customer relationships	$	22,000		10.0
Developed technologies		10,000		4.0
Backlog		400		0.3
Total intangible assets subject to amortization		32,400
Intangible assets not subject to amortization:
Goodwill		55,281
Trademarks		5,000
Total intangible assets not subject to amortization		60,281
Total intangible assets	$	92,681
Weighted average amortization period				8.0

Grass Valley [Member]

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 March 31, 2014 (in thousands).

Cash	$	9,397
Receivables		73,324
Inventories		19,777
Other current assets		4,172
Property, plant and equipment		23,071
Goodwill		106,176
Intangible assets		95,500
Other non-current assets		26,919
Total assets	$	358,336
Accounts payable	$	50,870
Accrued liabilities		58,633
Deferred revenue		14,000
Postretirement benefits		15,604
Other non-current liabilities		1,199
Total liabilities	$	140,306
Net assets	$	218,030

Intangible Assets Related to Acquisition

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

	Preliminary      Estimated Fair      Value		Amortization      Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	37,000		5.0
Customer relationships		27,000		15.0
Backlog		1,500		0.3
Total intangible assets subject to amortization		65,500
Intangible assets not subject to amortization:
Goodwill		106,176
Trademarks		22,000
In-process research and development		8,000
Total intangible assets not subject to amortization		136,176
Total intangible assets	$	201,676
Weighted average amortization period				9.0

Grass Valley And Prosoft [Member]

Pro Forma Effect on Operating Results

The following table illustrates the unaudited pro forma effect on operating results as if the Grass Valley and ProSoft acquisitions had been completed as of January 1, 2013.

	Three Months Ended				Six Months Ended
	June 29, 2014		June 30, 2013		June 29, 2014		June 30, 2013
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	614,635	$	620,291	$	1,178,259	$	1,202,101
Income from continuing operations		10,718		19,937		12,625		9,924
Diluted income per share from continuing operations	$	0.24	$	0.45	$	0.29	$	0.22