10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 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 October 31, 2014, the Registrant had 42,816,497 outstanding shares of common stock.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 28, 2014			December 31, 2013
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	449,102		$	613,304
Receivables, net		416,412			304,204
Inventories, net		223,714			207,980
Deferred income taxes		28,486			28,767
Other current assets		51,149			41,243
Total current assets		1,168,863			1,195,498
Property, plant and equipment, less accumulated depreciation		319,689			300,835
Goodwill		939,500			773,048
Intangible assets, less accumulated amortization		465,610			376,976
Deferred income taxes		24,335			26,034
Other long-lived assets		89,989			79,362
	$	3,007,986		$	2,751,753
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	240,870		$	199,897
Accrued liabilities		226,684			199,169
Current maturities of long-term debt		2,500			2,500
Total current liabilities		470,054			401,566
Long-term debt		1,536,181			1,364,536
Postretirement benefits		112,419			105,924
Other long-term liabilities		52,452			43,186
Stockholders’ equity:
Preferred stock		-			-
Common stock		503			503
Additional paid-in capital		592,742			585,753
Retained earnings		608,069			556,214
Accumulated other comprehensive loss		(29,679	)		(29,181	)
Treasury stock		(334,755	)		(276,748	)
Total stockholders’ equity		836,880			836,541
	$	3,007,986		$	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						Nine Months Ended
	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(In thousands, except per share data)
Revenues	$	610,774		$	522,478		$	1,699,355		$	1,559,442
Cost of sales		(389,042	)		(339,637	)		(1,097,521	)		(1,030,052	)
Gross profit		221,732			182,841			601,834			529,390
Selling, general and administrative expenses		(119,104	)		(96,197	)		(359,854	)		(281,682	)
Research and development		(30,444	)		(21,141	)		(82,633	)		(62,497	)
Amortization of intangibles		(15,203	)		(12,326	)		(42,739	)		(38,408	)
Income from equity method investment		1,030			758			3,240			5,285
Operating income		58,011			53,935			119,848			152,088
Interest expense		(21,656	)		(19,259	)		(58,679	)		(53,509	)
Interest income		159			92			420			349
Income from continuing operations before taxes		36,514			34,768			61,589			98,928
Income tax expense		(2,667	)		(5,700	)		(2,571	)		(18,123	)
Income from continuing operations		33,847			29,068			59,018			80,805
Loss from disposal of discontinued operations, net of tax		-			-			(562	)		-
Net income	$	33,847		$	29,068		$	58,456		$	80,805
Weighted average number of common shares and equivalents:
Basic		43,201			43,694			43,439			44,013
Diluted		43,910			44,537			44,164			44,916
Basic income (loss) per share:
Continuing operations	$	0.78		$	0.67		$	1.36		$	1.84
Discontinued operations		-			-			(0.01	)		-
Net income	$	0.78		$	0.67		$	1.35		$	1.84
Diluted income (loss) per share:
Continuing operations	$	0.77		$	0.65		$	1.33		$	1.80
Discontinued operations		-			-			(0.01	)		-
Net income	$	0.77		$	0.65		$	1.32		$	1.80
Comprehensive income	$	30,783		$	34,776		$	57,958		$	73,618
Dividends declared per share	$	0.05		$	0.05		$	0.15		$	0.15

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

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BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Nine Months Ended
	September 28, 2014			September 29, 2013
	(In thousands)
Cash flows from operating activities:
Net income	$	58,456		$	80,805
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		74,382			71,863
Share-based compensation		14,236			11,126
Provision for inventory obsolescence		4,885			2,541
Pension funding less than pension expense		1,786			2,876
Income from equity method investment		(3,240	)		(5,285	)
Deferred income tax benefit		(4,693	)		(1,984	)
Tax benefit related to share-based compensation		(4,939	)		(10,581	)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables		(44,583	)		(40,214	)
Inventories		(697	)		1,172
Accounts payable		(7,613	)		7,812
Accrued liabilities		(24,414	)		9,875
Accrued taxes		(9,125	)		(84,189	)
Other assets		8,856			2,565
Other liabilities		1,469			2,421
Net cash provided by operating activities		64,766			50,803
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired		(313,065	)		(9,979	)
Capital expenditures		(31,057	)		(31,405	)
Proceeds from (payments for) disposal of business		(956	)		3,735
Proceeds from disposal of tangible assets		1,773			3,155
Net cash used for investing activities		(343,305	)		(34,494	)
Cash flows from financing activities:
Borrowings under credit arrangements		200,000			388,220
Payments under share repurchase program		(62,197	)		(93,750	)
Proceeds (payments) from exercise of stock options, net of withholding tax payments		(7,996	)		(2,274	)
Debt issuance costs paid		(6,572	)		(7,817	)
Cash dividends paid		(6,540	)		(4,488	)
Payments under borrowing arrangements		(1,250	)		(200,220	)
Tax benefit related to share-based compensation		4,939			10,581
Net cash provided by financing activities		120,384			90,252
Effect of foreign currency exchange rate changes on cash and cash equivalents		(6,047	)		2,181
Increase (decrease) in cash and cash equivalents		(164,202	)		108,742
Cash and cash equivalents, beginning of period		613,304			395,095
Cash and cash equivalents, end of period	$	449,102		$	503,837

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

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BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

NINE MONTHS ENDED SEPTEMBER 28, 2014

(Unaudited)

					Additional Paid-In Capital												Accumulated Other Comprehensive Income (Loss)
	Common Stock							Retained Earnings			Treasury Stock									Total
	Shares		Amount								Shares			Amount
	(In thousands)
Balance at December 31, 2013		50,335	$	503	$	585,753		$	556,214			(6,880	)	$	(276,748	)	$	(29,181	)	$	836,541
Net income		-		-		-			58,456			-			-			-			58,456
Foreign currency translation, net of $0.5 million tax		-		-		-			-			-			-			(3,914	)		(3,914	)
Adjustment to pension and postretirement liability, net of $2.1 million tax		-		-		-			-			-			-			3,416			3,416
Other comprehensive loss, net of tax																					(498	)
Exercise of stock options, net of tax withholding forfeitures		-		-		(8,391	)		-			140			2,374			-			(6,017	)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures		-		-		(3,795	)		-			73			1,816			-			(1,979	)
Share repurchase program		-		-		-			-			(856	)		(62,197	)		-			(62,197	)
Share-based compensation		-		-		19,175			-			-			-			-			19,175
Dividends ($0.15 per share)		-		-		-			(6,601	)		-			-			-			(6,601	)
Balance at September 28, 2014		50,335	$	503	$	592,742		$	608,069			(7,523	)	$	(334,755	)	$	(29,679	)	$	836,880

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 nine months ended September 28, 2014 and September 29, 2013 included 271 and 272 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 nine months ended September 28, 2014 and September 29, 2013, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 28, 2014 and September 29, 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 September 28, 2014 was $132.7 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 September 28, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.2 million, $2.2 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 nine months ended September 28, 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 modified retrospective 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.

In August 2014, the FASB issued disclosure guidance that requires us to evaluate, at each annual and interim period, whether substantial doubt exists about our ability to continue as a going concern, and if applicable, to provide related disclosures. The new guidance will be effective for us for the year ending December 31, 2016. This guidance is not currently expected to have a material effect on our financial statement disclosures upon adoption, although the ultimate impact will be dependent on our financial condition and expected operating outlook at such time.

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

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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	$	2,517
Receivables		5,559
Inventories		3,624
Other current assets		240
Property, plant and equipment		1,061
Goodwill		57,075
Intangible assets		40,800
Other non-current assets		622
Total assets	$	111,498
Accounts payable	$	2,851
Accrued liabilities		2,515
Other non-current liabilities		1,132
Total liabilities	$	6,498
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. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

The fair value of acquired receivables is $5.6 million, with a gross contractual amount of $6.2 million. We do not expect to collect $0.6 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 (Level 3 valuation).

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 expanded access to the Industrial IT market and channel partners. Our tax basis in the acquired goodwill is $57.1 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:

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	Preliminary Estimated Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Customer relationships	$	26,600		20.0
Developed technologies		9,000		5.0
Trademarks		5,000		5.0
Backlog		200		0.3
Total intangible assets subject to amortization		40,800
Intangible assets not subject to amortization:
Goodwill		57,075
Total intangible assets not subject to amortization		57,075
Total intangible assets	$	97,875
Weighted average amortization period				14.8

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 for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Our revenues and income from continuing operations before taxes for the three months ended September 28, 2014 included $14.4 million and $0.1 million, respectively, from ProSoft. Our revenues and income (loss) from continuing operations before taxes for the nine months ended September 28, 2014 included $17.1 million and $(0.3) million, respectively, from ProSoft. Included in our income from continuing operations before taxes for the three and nine months ended September 28, 2014 are $0.9 million and $1.4 million, respectively, of cost of sales related to the preliminary adjustment of inventory to fair value, and $1.1 million and $1.4 million, respectively, of amortization of intangible assets.

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 $218.2 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).

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Cash	$	9,397
Receivables		70,142
Inventories		19,607
Other current assets		4,172
Property, plant and equipment		23,071
Goodwill		118,733
Intangible assets		95,500
Other non-current assets		16,637
Total assets	$	357,259
Accounts payable	$	51,276
Accrued liabilities		56,057
Deferred revenue		14,000
Postretirement benefits		16,538
Other non-current liabilities		1,199
Total liabilities	$	139,070
Net assets	$	218,189

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. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

The fair value of acquired receivables is $70.1 million, with a gross contractual amount of $79.2 million. We do not expect to collect $9.1 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 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 (Level 3 valuation).

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 $118.7 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:

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	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		118,733
Trademarks		22,000
In-process research and development		8,000
Total intangible assets not subject to amortization		148,733
Total intangible assets	$	214,233
Weighted average amortization period				9.0

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.

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.

Our revenues and income (loss) from continuing operations before taxes for the three months ended September 28, 2014 included $66.2 million and $(7.7) million, respectively, from Grass Valley. Our revenues and income (loss) from continuing operations before taxes for the nine months ended September 28, 2014 included $133.0 million and $(30.5) million, respectively, from Grass Valley. Included in our income (loss) from continuing operations before taxes for the nine months ended September 28, 2014 are $6.9 million of cost of sales related to the preliminary adjustment of inventory to fair value. Included in our income (loss) from continuing operations before taxes for the three and nine months ended September 28, 2014 are $2.4 million and $6.2 million, respectively, of amortization of intangible assets. We also recognized certain severance, restructuring, and acquisition integration costs in the three and nine months ended September 28, 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.

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	Three Months Ended				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	612,617	$	609,760	$	1,790,876	$	1,851,860
Income from continuing operations		36,036		70,399		49,645		81,707
Diluted income per share from continuing operations	$	0.82	$	1.58	$	1.12	$	1.82

For purposes of the pro forma disclosures, the nine months ended September 29, 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 $8.3 million, amortization of the sales backlog intangible asset of $1.7 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 September 28, 2014
Revenues	$	254,230	$	115,349	$	171,105	$	70,090	$	-	$	610,774
Affiliate revenues		318		2,147		397		10		-		2,872
Operating income		13,423		14,208		20,965		9,367		-		57,963
Total assets		433,063		223,726		270,078		64,757		-		991,624
As of and for the three months ended September 29, 2013
Revenues	$	176,062	$	123,406	$	167,008	$	56,002	$	-	$	522,478
Affiliate revenues		118		1,930		475		228		-		2,751
Operating income		7,541		13,984		22,926		9,193		-		53,644
Total assets		294,268		234,957		268,551		57,245		-		855,021
As of and for the nine months ended September 28, 2014
Revenues	$	668,213	$	345,015	$	508,667	$	177,460	$	-	$	1,699,355
Affiliate revenues		601		5,852		2,237		18		-		8,708
Operating income (loss)		(2,311)		38,109		60,054		23,516		-		119,368
Total assets		433,063		223,726		270,078		64,757		-		991,624
As of and for the nine months ended September 29, 2013
Revenues	$	498,199	$	372,962	$	515,621	$	172,660	$	-	$	1,559,442
Affiliate revenues		754		6,938		1,254		288		-		9,234
Operating income		10,900		37,494		71,719		27,935		1,278		149,326
Total assets		294,268		234,957		268,551		57,245		-		855,021

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

	Three Months Ended				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Segment operating income	$	57,963	$	53,644	$	119,368	$	149,326
Income from equity method investment		1,030		758		3,240		5,285
Eliminations		(982)		(467)		(2,760)		(2,523)
Total operating income		58,011		53,935		119,848		152,088
Interest expense		(21,656)		(19,259)		(58,679)		(53,509)
Interest income		159		92		420		349
Income from continuing operations before taxes	$	36,514	$	34,768	$	61,589	$	98,928

Note 4: Income per Share

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

	Three Months Ended				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Numerator:
Income from continuing operations	$	33,847	$	29,068	$	59,018	$	80,805
Loss from discontinued operations, net of tax		-		-		(562)		-
Net income	$	33,847	$	29,068	$	58,456	$	80,805
Denominator:
Weighted average shares outstanding, basic		43,201		43,694		43,439		44,013
Effect of dilutive common stock equivalents		709		843		725		903
Weighted average shares outstanding, diluted		43,910		44,537		44,164		44,916

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For both the three and nine months ended September 28, 2014, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million, because to do so would have been anti-dilutive. For both the three and nine months ended September 29, 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:

	September 28, 2014			December 31, 2013
	(In thousands)
Raw materials	$	99,203		$	85,379
Work-in-process		37,062			34,671
Finished goods		118,505			107,091
Perishable tooling and supplies		1,759			2,156
Gross inventories		256,529			229,297
Excess and obsolete reserves		(32,815	)		(21,317	)
Net inventories	$	223,714		$	207,980

Note 6: Long-Lived Assets

Disposals

During the nine months ended September 28, 2014, we sold certain property, plant, and equipment of the Broadcast segment for $1.8 million. There was no gain or loss on the sale.

During the nine months ended September 29, 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 $10.7 million and $31.6 million in the three and nine months ended September 28, 2014, respectively. We recognized depreciation expense of $11.7 million and $33.5 million in the three and nine months ended September 29, 2013, respectively.

We recognized amortization expense related to our intangible assets of $15.2 million and $42.7 million in the three and nine months ended September 28, 2014, respectively. We recognized amortization expense related to our intangible assets of $12.3 million and $38.4 million in the three and nine months ended September 29, 2013, respectively.

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Note  7: Severance, Restructuring, and Acquisition Integration Activities

During the nine months ended September 28, 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 nine months ended September 28, 2014, we recorded severance, restructuring, and integration costs of $9.2 million and $48.8 million, respectively, related to these programs. The following table summarizes the costs by segment:

Three Months Ended September 28, 2014	Severance			Other Restructuring and Integration Costs		Total Costs
	(In thousands)
Broadcast Solutions	$	54		$	5,740	$	5,794
Enterprise Connectivity Solutions		(347	)		573		226
Industrial Connectivity Solutions		1,282			824		2,106
Industrial IT Solutions		823			209		1,032
Total	$	1,812		$	7,346	$	9,158
Nine Months Ended September 28, 2014
Broadcast Solutions	$	18,156		$	16,605	$	34,761
Enterprise Connectivity Solutions		1,245			802		2,047
Industrial Connectivity Solutions		9,393			857		10,250
Industrial IT Solutions		1,409			342		1,751
Total	$	30,203		$	18,606	$	48,809

The other restructuring and integration costs primarily consisted of retention bonuses, relocation, travel, lease termination, reserves for inventory obsolescence as a result of product line integration, and costs to consolidate operating facilities. 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.

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	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
New charges		2,575			1,536
Cash payments		(1,171	)		(3,746	)
Foreign currency translation		(381	)		(191	)
Other adjustments		(1,697	)		(1,900	)
Balance at September 28, 2014	$	7,997		$	7,812

The other adjustments in the three months ended September 28, 2014 were due to changes in estimates, including an impact of forfeited severance amounts. We expect the majority of the liabilities for these programs to be paid in the remainder of 2014 and the first half of fiscal 2015.

Of the total severance, restructuring, and acquisition integration costs recognized for the three months ended September 28, 2014, $5.3 million, $2.6 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 nine months ended September 28, 2014, $13.3 million, $32.6 million, and $2.9 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 fourth quarter of 2014 of approximately $23 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 nine months ended September 29, 2013, we recorded severance and other restructuring costs of $3.8 million and $9.5 million, respectively. The majority of these costs were recorded in our Broadcast segment, which recognized $3.2 million and $7.6 million of severance and other restructuring costs for the three and nine months ended September 29, 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 majority of the remaining severance and other restructuring costs were recorded in our Industrial IT segment. 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 September 29, 2013, $1.9 million, $1.6 million, and $0.3 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 nine months ended September 29, 2013, $5.0 million, $3.2 million, and $1.3 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:

	September 28, 2014			December 31, 2013
	(In thousands)
Revolving credit agreement due 2018	$	-		$	-
Term Loan due 2020		247,600			248,775
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		385,860			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		1,291,081			1,118,261
Total debt and other borrowing arrangements		1,538,681			1,367,036
Less current maturities of Term Loan		(2,500	)		(2,500	)
Long-term debt	$	1,536,181		$	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 September 28, 2014, our borrowing base was $330.2 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 $9.2 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 of approximately $0.6 million. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of September 28, 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 $3.9 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

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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, 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 September 28, 2014 is $385.9 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 $8.6 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to repay amounts outstanding under the revolving credit component of our prior senior secured credit facility and for general corporate purposes.

As of September 28, 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 September 28, 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 September 28, 2014 was approximately $1,314.2 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 $1,291.1 million as of September 28, 2014. We believe the fair value of our Term Loan approximates book value.

Note 9: Income Taxes

We recognized income tax expense of $2.7 million and $2.6 million for the three and nine months ended September 28, 2014, respectively. The effective tax rate for the three and nine months ended September 28, 2014 was 7.3% and 4.2%, respectively. Our income tax expense for the three and nine months ended September 28, 2014 included benefits of $1.2 million and $4.9 million, respectively, for the reduction of uncertain tax position liabilities, primarily due to favorable developments with a foreign tax audit and transfer pricing matters. In addition, our income tax expense for the three and nine months ended September 28, 2014 included benefits of $2.3 million and $3.3 million, respectively, primarily due to adjusting estimates in our income tax provision to the actual amounts on the U.S. and Canadian federal income tax returns.

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%. Foreign tax rate differences reduced our income tax expense by approximately $9.7 million and $8.6 million for the nine months ended September 28, 2014 and September 29, 2013, respectively.

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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	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(In thousands)
Service cost	$	1,762		$	1,677		$	(13	)	$	33
Interest cost		3,262			2,924			(152	)		517
Expected return on plan assets		(4,154	)		(3,396	)		-			-
Amortization of prior service credit		-			(8	)		18			(27	)
Actuarial losses		1,718			1,662			72			278
Net periodic benefit cost	$	2,588		$	2,859		$	(75	)	$	801
Nine Months Ended
Service cost	$	5,853		$	5,040		$	48		$	101
Interest cost		11,464			8,786			924			1,600
Expected return on plan assets		(14,405	)		(10,193	)		-			-
Amortization of prior service cost (credit)		1			(23	)		(35	)		(82	)
Actuarial losses		5,164			4,995			425			876
Net periodic benefit cost	$	8,077		$	8,605		$	1,362		$	2,495

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

The following table summarizes total comprehensive income:

	Three Months Ended					Nine Months Ended
	September 28, 2014			September 29, 2013		September 28, 2014			September 29, 2013
	(in thousands)
Net income	$	33,847		$	29,068	$	58,456		$	80,805
Foreign currency translation income (loss), net of $0.3 million, $0.0 million, $0.5 million, and $0.0 million tax, respectively		(4,175	)		4,536		(3,914	)		(10,733	)
Adjustment to pension and postretirement liability, net of $0.7 million, $0.7 million, $2.1 million, and $2.2 million tax, respectively		1,111			1,172		3,416			3,546
Total comprehensive income	$	30,783		$	34,776	$	57,958		$	73,618

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 loss before reclassifications		(3,914	)		-			(3,914	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			3,416			3,416
Net current period other comprehensive income (loss)		(3,914	)		3,416			(498	)
Balance at September 28, 2014	$	3,882		$	(33,561	)	$	(29,679	)

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The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 28, 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	$	5,589		(1)
Prior service credit		(34	)	(1)
Total before tax		5,555
Tax benefit		(2,139	)
Net of tax	$	3,416

(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 the three months ended September 28, 2014, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $31.0 million and an average price per share of $71.80. During the nine months ended September 28, 2014, we repurchased 0.9 million shares of our common stock under the share repurchase program for an aggregate cost of $62.2 million and an average price per share of $72.64. From inception of the program to September 28, 2014, we have repurchased 6.3 million shares of our common stock under the program for an aggregate cost of $280.9 million and an average price of $44.77.

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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 served markets would be necessary to meaningfully change our estimated market share percentage. We

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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 nine months ended September 28, 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. We began to realize the initial benefits of the productivity improvement program in the fiscal third quarter. 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 nine months ended September 28, 2014, we recorded severance, restructuring, and integration costs of $9.2 million and $48.8 million, respectively, related to these programs. Severance costs represented $1.8 million and $30.2 million of the total costs recognized for the three and nine months ended September 28, 2014, respectively. The other restructuring and integration costs included retention bonuses, relocation, recruitment, travel, lease termination, and reserves for inventory obsolescence as a result of product line integration.

We expect to incur additional severance, restructuring, and integration costs in the fourth quarter of 2014 of approximately $23 million as a result of the activities discussed above, as well as the integration of ProSoft.

For the nine months ended September 29, 2013, we recorded severance and other restructuring costs of $9.5 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 $1.5 million of severance expense in the nine months ended September 29, 2013. The severance and other restructuring costs were paid in 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 modest, 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 nine months ended September 28, 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 from Continuing Operations before Taxes

	Three Months Ended				% Change			Nine Months Ended				% Change
	September 28, 2014		September 29, 2013					September 28, 2014		September 29, 2013
	(In thousands, except percentages)
Revenues	$	610,774	$	522,478		16.9	%	$	1,699,355	$	1,559,442		9.0	%
Gross profit		221,732		182,841		21.3	%		601,834		529,390		13.7	%
Selling, general and administrative expenses		119,104		96,197		23.8	%		359,854		281,682		27.8	%
Research and development		30,444		21,141		44.0	%		82,633		62,497		32.2	%
Operating income		58,011		53,935		7.6	%		119,848		152,088		-21.2	%
Income from continuing operations before taxes		36,514		34,768		5.0	%		61,589		98,928		-37.7	%

Revenues increased in the three and nine months ended September 28, 2014 from the comparable periods of 2013 due to the following factors:

— Acquisitions contributed $80.6 million and $150.1 million of the increases in revenues in the three and nine months ended September 28, 2014, respectively.

— For the three and nine months ended September 28, 2014, increases in unit sales volume resulted in increases in revenues of approximately $10.5 million and $1.7 million, respectively. We experienced increases in sales volume in our Broadcast and Industrial segments, which offset lower sales volume in our Enterprise segment. Sales volume in the Enterprise segment decreased due to product portfolio decisions to emphasize higher value solutions rather than lower margin cable products. In addition, revenues for the nine months ended September 28, 2014 were negatively impacted by decreases in channel inventory. The decreases 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.

— Decreases in sales prices primarily due to lower copper costs resulted in revenue decreases of approximately $2.6 million and $14.5 million for the three and nine months ended September 28, 2014, respectively.

— Unfavorable currency translation resulted in a decrease in revenues of approximately $0.2 million for the three months ended September 28, 2014. Favorable currency translation resulted in an increase in revenues of approximately $2.6 million for the nine months ended September 28, 2014.

Gross profit for the three and nine months ended September 28, 2014 included $5.3 million and $13.3 million, respectively, of severance, restructuring, and integration costs, and $0.9 million and $8.3 million, respectively,

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of cost of sales arising from the adjustment of inventory to fair value related to our acquisitions of Grass Valley and ProSoft. Gross profit for the three and nine months ended September 28, 2013 included $4.1 million and $9.9 million, respectively, of severance, restructuring, accelerated depreciation, and integration costs related to the integration of our 2012 acquisition of PPC. The nine months ended September 28, 2013 also included $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to the PPC acquisition.

Excluding these costs, gross profit for the three and nine months ended September 28, 2014 increased by $41.0 million and $77.6 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 $39.1 million and $71.2 million of gross profit for the three and nine months ended September 28, 2014, respectively. The remainder of the increase was due to the increases in revenues discussed above and improved productivity as a result of our completed restructuring actions.

Selling, general and administrative expenses increased in the three and nine months ended September 28, 2014 primarily due to our acquisitions. Grass Valley and ProSoft recognized $27.2 million and $49.8 million of selling, general and administrative expenses for the three and nine months ended September 28, 2014, respectively. In addition, selling, general and administrative expenses increased in the three and nine months ended September 28, 2014 due to an increase in severance, restructuring, and integration costs of $1.0 million and $29.4 million, respectively. These increases were partially offset by improved productivity as a result of our completed restructuring actions.

Research and development expenses increased in the three and nine months ended September 28, 2014 primarily due to our acquisitions. Grass Valley and ProSoft recognized $9.4 million and $19.2 million of research and development expenses for the three and nine months ended September 28, 2014, respectively. In addition, research and development expenses increased due to an increase in severance, restructuring, and integration costs of $0.9 million and $1.7 million in the three and nine months ended September 28, 2014, respectively. These increases were partially offset by improved productivity as a result of our completed restructuring actions.

Operating income for the three months ended September 28, 2014 included $15.2 million of amortization of intangibles, $9.2 million of severance, restructuring, and integration costs, and $0.9 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of ProSoft. Operating income for the three months ended September 29, 2013 included $12.3 million of amortization of intangibles, $3.8 million of severance, restructuring, and integration costs, and $2.7 million of accelerated depreciation expense. Excluding these costs, operating income increased by approximately $11.0 million, primarily due to improved productivity as a result of our completed restructuring actions and the acquisitions of Grass Valley and ProSoft.

Operating income for the nine months ended September 28, 2014 included $48.8 million of severance, restructuring, and integration costs, $42.7 million of amortization of intangibles and $8.3 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisitions of Grass Valley and ProSoft. Operating income for the nine months ended September 29, 2013 included $38.4 million of amortization of intangibles, $9.5 million of severance, restructuring, and integration costs, $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of PPC, and $4.9 million of accelerated depreciation expense. Excluding these costs, operating income increased by $8.3 million due to improved productivity as a result of our completed restructuring actions and the acquisitions of Grass Valley and ProSoft.

Interest expense increased by $2.4 million in the three months ended September 28, 2014 from the comparable period of 2013 due to the issuance of $200 million 5.25% senior subordinated notes (the Notes) in June 2014. Interest expense increased by $5.2 million in the nine months ended September 28, 2014 from the comparable period of 2013 due to the issuance of the Notes in June 2014 as well as our other refinancing activities in 2013. See Note 8 to the Condensed Consolidated Financial Statements. Interest expense for the nine months ended

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September 29, 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 increased in the three months ended September 28, 2014 and decreased in the nine months ended September 28, 2014 from the comparable periods of 2013 primarily due to the changes in operating income discussed above.

Income Taxes

	Three Months Ended						% Change			Nine Months Ended						% Change
	September 28, 2014			September 29, 2013						September 28, 2014			September 29, 2013
	(In thousands, except percentages)
Income from continuing operations before taxes	$	36,514		$	34,768			5.0	%	$	61,589		$	98,928			-37.7	%
Income tax expense		2,667			5,700			-53.2	%		2,571			18,123			-85.8	%
Effective tax rate		7.3	%		16.4	%					4.2	%		18.3	%

We recognized income tax expense of $2.7 million and $2.6 million for the three and nine months ended September 28, 2014, respectively, representing effective tax rates of 7.3% and 4.2%, respectively. Our income tax expense for the three and nine months ended September 28, 2014 included benefits of $1.2 million and $4.9 million, respectively, for the reduction of uncertain tax position liabilities, primarily due to favorable developments with a foreign tax audit and transfer pricing matters. In addition, our income tax expense for the three and nine months ended September 28, 2014 included benefits of $2.3 million and $3.3 million, respectively, primarily due to adjusting estimates in our income tax provision to the actual amounts on the U.S. and Canadian federal income tax returns.

Our effective tax rate for the nine months ended September 29, 2013 was 18.3%. Income tax expense for the nine months ended September 29, 2013 included a $5.2 million tax benefit due to the impact of tax law changes in the U.S. In addition, for the nine months ended September 29, 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 $9.7 million and $8.6 million for the nine months ended September 28, 2014 and September 29, 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						% Change			Nine Months Ended						% Change
	September 28, 2014			September 29, 2013						September 28, 2014			September 29, 2013
	(In thousands, except percentages)
Revenues	$	254,230		$	176,062			44.4	%	$	668,213		$	498,199			34.1	%
Operating income (loss)		13,423			7,541			78.0	%		(2,311	)		10,900			-121.2	%
as a percent of revenues		5.3	%		4.3	%					-0.3	%		2.2	%

Broadcast revenues increased in the three and nine months ended September 28, 2014 from the comparable periods of 2013 primarily due to the acquisition of Grass Valley, which contributed $66.2 million and $133.0 million of revenues in the three and nine months ended September 28, 2014, respectively. Increases in unit sales volume resulted in increases in revenues of approximately $11.6 million and $35.2 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 $0.8 million and

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$3.8 million, respectively. Lower copper costs resulted in revenue decreases of approximately $0.4 million and $2.0 million, respectively.

Operating income for the three months ended September 28, 2014 included $5.8 million of severance, restructuring, and integration costs and $13.0 million of amortization of intangibles. Operating income in the three months ended September 29, 2013 included $11.2 million of amortization of intangibles, $3.2 million of severance, restructuring, and integration costs, and $2.2 million of accelerated depreciation expense.

Operating loss for the nine months ended September 28, 2014 included $38.0 million of amortization of intangibles, $34.8 million of severance, restructuring, and integration costs and $6.9 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of Grass Valley. Operating income in the nine months ended September 29, 2013 included $34.9 million of amortization of intangibles, $7.6 million of severance, restructuring, and integration costs, $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of PPC, and $4.9 million of accelerated depreciation expense.

Excluding these costs, operating income for the three and nine months ended September 28, 2014 increased by $8.1 million and $12.5 million, respectively, from the comparable periods of 2013. The increase in operating income is primarily due to leveraging the increase in revenues and improved productivity due to our completed restructuring actions. These factors were partially offset by unfavorable currency translation.

Enterprise Connectivity Solutions

	Three Months Ended						% Change			Nine Months Ended						% Change
	September 28, 2014			September 29, 2013						September 28, 2014			September 29, 2013
	(In thousands, except percentages)
Revenues	$	115,349		$	123,406			-6.5	%	$	345,015		$	372,962			-7.5	%
Operating income		14,208			13,984			1.6	%		38,109			37,494			1.6	%
as a percent of revenues		12.3	%		11.3	%					11.0	%		10.1	%

Enterprise Connectivity revenues decreased in the three and nine months ended September 28, 2014 from the comparable periods of 2013 due to decreases in unit sales volume of approximately $6.5 million and $20.9 million, respectively. The decreases in volume were due to product portfolio decisions to emphasize higher value solutions rather than lower margin cable products. Additionally, sales volume declined in the nine months ended September 28, 2014 due to decreases in channel inventory. Decreases in sales prices primarily due to lower copper costs resulted in revenue decreases of approximately $0.8 million and $5.1 million for the three and nine months ended September 28, 2014, respectively. Unfavorable currency translation resulted in revenue decreases of approximately $0.8 million and $1.9 million, respectively.

Operating income increased in the three and nine months ended September 28, 2014 due to favorable product mix as a result of our product portfolio initiatives and improved productivity as a result of completed restructuring actions. These factors more than offset the impact of the decrease in revenues and the $2.0 million of severance and other restructuring costs recognized in the nine months ended September 28, 2014. There were no significant severance and other restructuring costs recognized in the comparable period of 2013.

Industrial Connectivity Solutions

	Three Months Ended						% Change			Nine Months Ended						% Change
	September 28, 2014			September 29, 2013						September 28, 2014			September 29, 2013
	(In thousands, except percentages)
Revenues	$	171,105		$	167,008			2.5	%	$	508,667		$	515,621			-1.3	%
Operating income		20,965			22,926			-8.6	%		60,054			71,719			-16.3	%
as a percent of revenues		12.3	%		13.7	%					11.8	%		13.9	%

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Industrial Connectivity revenues increased in the three months ended September 28, 2014 and decreased in the nine months ended September 28, 2014 from the comparable periods of 2013. The increase in the three months ended September 28, 2014 is primarily due to an increase in unit sales volume of approximately $5.9 million. Sales volume increased by approximately $3.2 million in the nine months ended September 28, 2014, net of reductions in channel inventory. Decreases in sales prices due to lower copper costs resulted in revenue decreases of approximately $1.3 million and $7.2 million for the three and nine months ended September 28, 2014, respectively. Unfavorable currency translation resulted in revenue decreases of approximately $0.5 million and $3.0 million, respectively.

Operating income in the three months ended September 28, 2014 included $2.1 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 by $0.1 million in the three months ended September 28, 2014 due to the increase in revenues discussed above, partially offset by unfavorable product mix.

Operating income in the nine months ended September 28, 2014 included $10.3 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 decreased by $1.4 million in the nine months ended September 28, 2014 due to the decrease in revenues discussed above as well as unfavorable product mix.

Industrial IT Solutions

	Three Months Ended						% Change			Nine Months Ended						% Change
	September 28, 2014			September 29, 2013						September 28, 2014			September 29, 2013
	(In thousands, except percentages)
Revenues	$	70,090		$	56,002			25.2	%	$	177,460		$	172,660			2.8	%
Operating income		9,367			9,193			1.9	%		23,516			27,935			-15.8	%
as a percent of revenues		13.4	%		16.4	%					13.3	%		16.2	%

Industrial IT revenues increased in the three and nine months ended September 28, 2014 from the comparable periods of 2013 primarily due to the acquisition of ProSoft, which contributed $14.4 million and $17.1 million of revenues in the three and nine months ended September 28, 2014, respectively. Favorable currency translation resulted in increases in revenues of approximately $0.3 million and $3.6 million in the three and nine months ended September 28, 2014, respectively. These increases were partially offset by decreases in revenues due to decreases in unit sales volume of approximately $0.6 million and $15.9 million, respectively. Sales volume declined in part due to reductions in channel inventory in the nine months ended September 28, 2014. In addition, sales volume in the prior year benefited from several non-recurring projects.

Operating income in the three months ended September 28, 2014 included $1.8 million of amortization of intangible assets, $1.0 million of severance, restructuring, and acquisition integration costs, and $0.9 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of ProSoft. Operating income in the three months ended September 29, 2013 included $0.8 million of amortization of intangibles and $0.1 million of severance and restructuring costs. Excluding these costs, operating income increased by $2.9 million. The acquisition of ProSoft contributed approximately $2.1 million of operating income in the three months ended September 28, 2014. The remainder of the increase in operating income was due to improved productivity due to our completed restructuring actions.

Operating income in the nine months ended September 28, 2014 included $3.5 million of amortization of intangible assets, $1.8 million of severance, restructuring, and acquisition integration costs, and $1.4 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of ProSoft. Operating income in the nine months ended September 29, 2013 included $2.4 million of amortization of intangibles and $1.5 million of severance and restructuring costs. Excluding these costs, operating income decreased by $1.6 million, due to the decline in sales volume discussed above. The acquisition of ProSoft contributed approximately $2.5 million of operating income in the nine months ended September 28, 2014.

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All Other

	Three Months Ended				% Change		Nine Months Ended				% Change
	September 28, 2014		September 29, 2013				September 28, 2014		September 29, 2013
	(In thousands, except percentages)
Revenues	$	-	$	-		n/a	$	-	$	-		n/a
Operating income		-		-		n/a		-		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 nine months ended September 29, 2013, we recorded $1.3 million of operating income due to a favorable resolution with the buyer of those assets regarding the closing date working capital.

Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business 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 nine months ended September 28, 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:

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	Nine Months Ended
	September 28, 2014			September 29, 2013
	(In thousands)
Net cash provided by (used for):
Operating activities	$	64,766		$	50,803
Investing activities		(343,305	)		(34,494	)
Financing activities		120,384			90,252
Effects of currency exchange rate changes on cash and cash equivalents		(6,047	)		2,181
Increase (decrease) in cash and cash equivalents		(164,202	)		108,742
Cash and cash equivalents, beginning of period		613,304			395,095
Cash and cash equivalents, end of period	$	449,102		$	503,837

Net cash provided by operating activities totaled $64.8 million for the nine months ended September 28, 2014, compared to $50.8 million for the comparable period of 2013. The most significant factor impacting the improvement in net cash provided by operating activities was the change in operating assets and liabilities. For the nine months ended September 28, 2014, changes in operating assets and liabilities were a use of cash of $76.1 million, compared to $100.6 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 $84.2 million for the nine months ended September 29, 2013, compared to a use of cash of $9.1 million for the nine months ended September 28, 2014. For the nine months ended September 29, 2013, we made planned payments of two significant tax items. First, we paid $41.8 million of our estimated 2012 tax liability related to the sale of the Thermax and Raydex cable business in 2012. We recognized a $211.6 million pre-tax gain on the sale of this business in 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 nine months ended September 28, 2014.

The improvement in cash flows related to taxes was partially offset by unfavorable changes in accounts payable and accrued liabilities. Accounts payable and accrued liabilities were a use of cash of $32.0 million for the nine months ended September 28, 2014, compared to a source of cash of $17.7 million for the comparable period of 2013. The increased use of cash by accounts payable and accrued liabilities in the nine months ended September 28, 2014 is due to our on-going productivity improvement program and acquisition integration activities. We expect the majority of the liabilities for these programs to be paid in the remainder of 2014 and the first half of fiscal 2015.

Net cash used for investing activities totaled $343.3 million for the nine months ended September 28, 2014 compared to $34.5 million for the nine months ended September 29, 2013. Investing activities for the nine months ended September 28, 2014 included payments for acquisitions, net of cash acquired, of $313.1 million, capital expenditures of $31.1 million, payments related to a previously disposed business of $1.0 million, and the receipt of $1.7 million of proceeds from the sale of tangible assets, primarily equipment in the Broadcast segment. Investing activities for the nine months ended September 29, 2013 included capital expenditures of $31.4 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 nine months ended September 28, 2014 totaled $120.4 million, compared to $90.3 million for the nine months ended September 29, 2013. The most significant financing activities for the nine months ended September 28, 2014 were the issuance of $200.0 million of 5.25% senior subordinated notes due 2024 and payments under our share repurchase program of $62.2 million. The most significant financing activities for the nine months ended September 29, 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.

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Financing activities for the nine months ended September 29, 2013 also included payments under our share repurchase program of $93.8 million.

Our cash and cash equivalents balance was $449.1 million as of September 28, 2014. Of this amount, $151.8 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation.

Our outstanding debt obligations as of September 28, 2014 consisted of $700.0 million aggregate principal of 5.5% senior subordinated notes due 2022, $385.9 million aggregate principal of 5.5% senior subordinated notes due 2023, $247.6 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 September 28, 2014, there were no outstanding borrowings under our revolver, and we had $330.2 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, 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.

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Item 3: Quantitative and Qualitative Disclosures about Market Risks

The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal amounts by expected maturity dates and fair values as of September 28, 2014.

	Principal Amount by Expected Maturity								Fair Value
	2014			Thereafter			Total
	(In thousands, except interest rates)
Variable-rate term loan due 2020	$	1,250		$	246,350		$	247,600	$	247,600
Average interest rate		3.25	%		3.25	%
Fixed-rate senior subordinated notes due 2022	$	-		$	700,000		$	700,000	$	711,375
Average interest rate					5.50	%
Fixed-rate senior subordinated notes due 2023	$	-		$	385,860		$	385,860	$	402,070
Average interest rate					5.50	%
Fixed-rate senior subordinated notes due 2024	$	-		$	200,000		$	200,000	$	195,250
Average interest rate					5.25	%
Fixed-rate senior subordinated notes due 2019	$	-		$	5,221		$	5,221	$	5,486
Average interest rate					9.25	%
Total							$	1,538,681	$	1,561,781

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.

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, Ontario. 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.

-31-

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 September 28, 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
June 30, 2014 through August 3, 2014		-	$	-		-	$	100,053,228
August 4, 2014 through August 31, 2014		-		-		-		100,053,228
September 1, 2014 through September 28, 2014		431,746		71.80		431,746		69,053,228
Total		431,746	$	71.80		431,746	$	69,053,228

(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 September 28, 2014, we have repurchased 6.3 million shares of our common stock under the programs for an aggregate cost of $280.9 million and an average price of $44.77.

Item 6: Exhibits

Exhibits

Exhibit 4.1	Third Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022
Exhibit 4.2	Second Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023
Exhibit 4.3	First Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024
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: November 4, 2014	By:	/s/ John S. Stroup
		John S. Stroup
		President, Chief Executive Officer and Director
Date: November 4, 2014	By:	/s/ Henk Derksen
		Henk Derksen
		Senior Vice President, Finance, and Chief Financial Officer
Date: November 4, 2014	By:	/s/ Douglas R. Zink
		Douglas R. Zink
		Vice President and Chief Accounting Officer

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EX-4.1

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of August 14, 2014

to

Indenture

Dated as of August 27, 2012

5.5% Senior Subordinated Notes due 2022

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 14, 2014 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Grass Valley USA, LLC, a Delaware limited liability company (the “New Guarantor”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of August 27, 2012 (the “Original Indenture”), providing for the issuance of $700,000,000 in aggregate principal amount of the Company’s 5.5% Senior Subordinated Notes due 2022 (the “Notes”), as supplemented by the First Supplemental Indenture thereto, dated as of March 27, 2013, and the Second Supplemental Indenture thereto, dated as of October 17, 2013 (the Original Indenture, as so amended and supplemented, the “Indenture”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interest to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01. The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.02. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

1

Section 1.03. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.
By:	/s/ Jeremy E. Parks Name: Jeremy E. Parks Title: Vice President and Treasurer
BELDEN WIRE & CABLE COMPANY LLC
BELDEN CDT NETWORKING, INC.
BELDEN HOLDINGS, INC.
CDT INTERNATIONAL HOLDINGS LLC
BELDEN 1993 LLC
PPC BROADBAND, INC.
BELDEN FINANCE 2013 LP
GARRETTCOM, INC.
GRASS VALLEY USA, LLC
By:	/s/ Jeremy E. Parks Name: Jeremy E. Parks Title: Treasurer

Signature Page to Third Supplemental Indenture (2022 Notes)

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ Raymond S. Haverstock
Name: Raymond S. Haverstock Title: Vice President

Signature Page to Third Supplemental Indenture (2022 Notes)

EX-4.2

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of August 14, 2014

to

Indenture

Dated as of March 21, 2013

5.5% Senior Subordinated Notes due 2023

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 14, 2014 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Grass Valley USA, LLC, a Delaware limited liability company (the “New Guarantor”) and Deutsche Trustee Company Limited, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of March 21, 2013 (the “Original Indenture”), providing for the issuance of €300,000,000 in aggregate principal amount of the Company’s 5.5% Senior Subordinated Notes due 2023 (the “Notes”), as supplemented by the First Supplemental Indenture thereto, dated as of October 17, 2013 (the Original Indenture, as so amended and supplemented, the “Indenture”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interest to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01. The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.02. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

1

Section 1.03. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.
By:	/s/ Jeremy E. Parks Name: Jeremy E. Parks Title: Vice President and Treasurer
BELDEN WIRE & CABLE COMPANY LLC
BELDEN CDT NETWORKING, INC.
BELDEN HOLDINGS, INC.
CDT INTERNATIONAL HOLDINGS LLC
BELDEN 1993 LLC
PPC BROADBAND, INC.
BELDEN FINANCE 2013 LP
GARRETTCOM, INC.
GRASS VALLEY USA, LLC
By:	/s/ Jeremy E. Parks Name: Jeremy E. Parks Title: Treasurer

Signature Page to Second Supplemental Indenture (2023 Notes)

DEUTSCHE TRUSTEE COMPANY LIMITED, as Trustee
By:	/s/ David Contino
Name: David Contino
Title: Associate Director
By:	/s/ Mahen Surnam
Name: Mahen Surnam
Title: Associate Director

Signature Page to Second Supplemental Indenture (2023 Notes)

EX-4.3

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of August 14, 2014

to

Indenture

Dated as of June 27, 2014

5.25% Senior Subordinated Notes due 2024

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 14, 2014 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Grass Valley USA, LLC, a Delaware limited liability company (the “New Guarantor”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of June 27, 2014 (the “Indenture”), providing for the issuance of $200,000,000 in aggregate principal amount of the Company’s 5.25% Senior Subordinated Notes due 2024 (the “Notes”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interest to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01. The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.02. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.03. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

1

ARTICLE II

Section 2.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.
By:	/s/ Jeremy E. Parks Name: Jeremy E. Parks Title: Vice President and Treasurer
BELDEN WIRE & CABLE COMPANY LLC
BELDEN CDT NETWORKING, INC.
BELDEN HOLDINGS, INC.
CDT INTERNATIONAL HOLDINGS LLC
BELDEN 1993 LLC
PPC BROADBAND, INC.
BELDEN FINANCE 2013 LP
GARRETTCOM, INC.
GRASS VALLEY USA, LLC
By:	/s/ Jeremy E. Parks Name: Jeremy E. Parks Title: Treasurer

Signature Page to First Supplemental Indenture (2024 Notes)

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By	/s/ Raymond S. Haverstock
Name: Raymond S. Haverstock
Title: Vice President

Signature Page to First Supplemental Indenture (2024 Notes)

EX-31.1

Exhibit 31.1

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John S. Stroup, certify that:

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

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

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

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

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

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

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

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

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

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

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

November 4, 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.

November 4, 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 September 28, 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

November 4, 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 September 28, 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

November 4, 2014

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Long-Lived Assets - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Property, Plant and Equipment [Line Items]
Proceeds from disposal of real estate			$ 1,773,000	$ 3,155,000
Depreciation expense	10,700,000	11,700,000	31,600,000	33,500,000
Amortization of intangibles	15,203,000	12,326,000	42,739,000	38,408,000
Broadcast Solutions [Member]
Property, Plant and Equipment [Line Items]
Proceeds from disposal of real estate			1,800,000	1,000,000
Gain (loss) recognized on the sale			0	(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

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Equity [Abstract]
Net income	$ 33,847	$ 29,068	$ 58,456	$ 80,805
Foreign currency translation income (loss), net of $0.3 million, $0.0 million, $0.5 million, and $0.0 million tax, respectively	(4,175)	4,536	(3,914)	(10,733)
Adjustment to pension and postretirement liability, net of $0.7 million, $0.7 million, $2.1 million, and $2.2 million tax,	1,111	1,172	3,416	3,546
Total comprehensive income	$ 30,783	$ 34,776	$ 57,958	$ 73,618

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Income Tax Disclosure [Abstract]
Income tax (benefits) expense	$ 2,667,000	$ 5,700,000	$ 2,571,000	$ 18,123,000
Effective tax rate	7.30%		4.20%
Income tax benefit due to reduction of an uncertain tax position liability related to foreign tax audit	1,200,000		4,900,000
Income tax benefit due to adjusted estimates	2,300,000		3,300,000
Applicable statutory United States tax rate	35.00%		35.00%
Reduction in income tax expense	$ 9,700,000		$ 8,600,000

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Operating Segments - Additional Information (Detail)	9 Months Ended
	Sep. 28, 2014 Segment
Segment Reporting [Abstract]
Number of global business platforms	4

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Long-Term Debt and Other Borrowing Arrangements (Tables)

9 Months Ended

Sep. 28, 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:

	September 28, 2014			December 31, 2013
	(In thousands)
Revolving credit agreement due 2018	$	-		$	-
Term Loan due 2020		247,600			248,775
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		385,860			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		1,291,081			1,118,261
Total debt and other borrowing arrangements		1,538,681			1,367,036
Less current maturities of Term Loan		(2,500	)		(2,500	)
Long-term debt	$	1,536,181		$	1,364,536

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss), Net of Tax (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	$ (29,181)
Other comprehensive loss before reclassifications	(3,914)
Amounts reclassified from accumulated other comprehensive income (loss)	3,416
Other comprehensive income (loss), net of tax	(498)
Accumulated Other Comprehensive Income (Loss), Ending balance	(29,679)
Foreign Currency Translation Component [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	7,796
Other comprehensive loss before reclassifications	(3,914)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Other comprehensive income (loss), net of tax	(3,914)
Accumulated Other Comprehensive Income (Loss), Ending balance	3,882
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 loss before reclassifications	0
Amounts reclassified from accumulated other comprehensive income (loss)	3,416
Other comprehensive income (loss), net of tax	3,416
Accumulated Other Comprehensive Income (Loss), Ending balance	$ (33,561)

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Severance, Restructuring and Acquisition Integration Activities - Summary of Severance Activity (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014 Employee Severance [Member] Productivity Improvement Program [Member]	Jun. 29, 2014 Employee Severance [Member] Productivity Improvement Program [Member]	Sep. 28, 2014 Employee Severance [Member] Grass Valley Integration [Member]	Jun. 29, 2014 Employee Severance [Member] Grass Valley Integration [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance					$ 8,671	$ 0	$ 12,113	$ 0
New charges	9,158	3,800	48,809	9,500	2,575	10,507	1,536	16,528
Cash payments					(1,171)	(1,774)	(3,746)	(4,497)
Foreign currency translation					(381)	(62)	(191)	82
Other adjustments					(1,697)		(1,900)
Ending balance					$ 7,997	$ 8,671	$ 7,812	$ 12,113

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Income per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Earnings Per Share [Abstract]
Diluted weighted average shares outstanding do not include outstanding equity awards	0.2	0.3	0.2	0.3

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Share Repurchases - Additional Information (Detail) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	9 Months Ended				3 Months Ended	9 Months Ended	39 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Nov. 30, 2012	Jul. 31, 2011	Sep. 28, 2014 Share Repurchase Program [Member]	Sep. 28, 2014 Share Repurchase Program [Member]	Sep. 28, 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	900	6,300
Payments under share repurchase program	$ 62,197,000	$ 93,750,000			$ 31,000,000	$ 62,200,000	$ 280,900,000
Repurchase of shares average price per share					$ 71.80	$ 72.64	$ 44.77

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Pension and Other Postretirement Obligations - Components of Net Periodic Benefit Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Pension Obligations [Member]
Components of net periodic benefit cost:
Service cost	$ 1,762	$ 1,677	$ 5,853	$ 5,040
Interest cost	3,262	2,924	11,464	8,786
Expected return on plan assets	(4,154)	(3,396)	(14,405)	(10,193)
Amortization of prior service cost (credit)		(8)	1	(23)
Actuarial losses	1,718	1,662	5,164	4,995
Net periodic benefit cost	2,588	2,859	8,077	8,605
Other Postretirement Obligations [Member]
Components of net periodic benefit cost:
Service cost	(13)	33	48	101
Interest cost	(152)	517	924	1,600
Expected return on plan assets	0	0	0	0
Amortization of prior service cost (credit)	18	(27)	(35)	(82)
Actuarial losses	72	278	425	876
Net periodic benefit cost	$ (75)	$ 801	$ 1,362	$ 2,495

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Operating Segments

9 Months Ended

Sep. 28, 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 September 28, 2014
Revenues	$	254,230	$	115,349	$	171,105	$	70,090	$	-	$	610,774
Affiliate revenues		318		2,147		397		10		-		2,872
Operating income		13,423		14,208		20,965		9,367		-		57,963
Total assets		433,063		223,726		270,078		64,757		-		991,624
As of and for the three months ended September 29, 2013
Revenues	$	176,062	$	123,406	$	167,008	$	56,002	$	-	$	522,478
Affiliate revenues		118		1,930		475		228		-		2,751
Operating income		7,541		13,984		22,926		9,193		-		53,644
Total assets		294,268		234,957		268,551		57,245		-		855,021
As of and for the nine months ended September 28, 2014
Revenues	$	668,213	$	345,015	$	508,667	$	177,460	$	-	$	1,699,355
Affiliate revenues		601		5,852		2,237		18		-		8,708
Operating income (loss)		(2,311)		38,109		60,054		23,516		-		119,368
Total assets		433,063		223,726		270,078		64,757		-		991,624
As of and for the nine months ended September 29, 2013
Revenues	$	498,199	$	372,962	$	515,621	$	172,660	$	-	$	1,559,442
Affiliate revenues		754		6,938		1,254		288		-		9,234
Operating income		10,900		37,494		71,719		27,935		1,278		149,326
Total assets		294,268		234,957		268,551		57,245		-		855,021

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

	Three Months Ended				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Segment operating income	$	57,963	$	53,644	$	119,368	$	149,326
Income from equity method investment		1,030		758		3,240		5,285
Eliminations		(982)		(467)		(2,760)		(2,523)
Total operating income		58,011		53,935		119,848		152,088
Interest expense		(21,656)		(19,259)		(58,679)		(53,509)
Interest income		159		92		420		349
Income from continuing operations before taxes	$	36,514	$	34,768	$	61,589	$	98,928

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Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Senior subordinated notes	$ 1,291,081	$ 1,118,261
Total debt and other borrowing arrangements	1,538,681	1,367,036
Less current maturities of Term Loan	(2,500)	(2,500)
Long-term debt	1,536,181	1,364,536
Revolving credit agreement due 2018 [Member]
Debt Instrument [Line Items]
Revolving credit agreement
Term loan due 2020 [Member]
Debt Instrument [Line Items]
Long term debt	247,600	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	385,860	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

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Acquisitions - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	0 Months Ended		3 Months Ended	9 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013	Jun. 11, 2014 Prosoft Technology, Inc. [Member]	Sep. 28, 2014 Prosoft Technology, Inc. [Member]	Sep. 28, 2014 Prosoft Technology, Inc. [Member]	Sep. 28, 2014 Prosoft Technology, Inc. [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Sep. 28, 2014 Prosoft Technology, Inc. [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Jan. 25, 2013 Softel Limited [Member]	Mar. 31, 2014 Grass Valley [Member]	Sep. 28, 2014 Grass Valley [Member]	Sep. 28, 2014 Grass Valley [Member]	Mar. 31, 2014 Grass Valley [Member]	Sep. 28, 2014 Grass Valley [Member] Inventories - Obsolescence and Other Valuation Allowances [Member]	Sep. 29, 2013 Grass Valley And Prosoft [Member]
Business Acquisition [Line Items]
Percentage of outstanding shares acquired					100.00%									100.00%
Acquisition price					$ 105,000,000					$ 9,100,000	$ 218,200,000
Fair value of acquired receivables						5,600,000	5,600,000					70,100,000	70,100,000
Acquired receivable, gross contractual amount						6,200,000	6,200,000					79,200,000	79,200,000
Amount of acquired receivables not expected to be collected						600,000	600,000					9,100,000	9,100,000
Goodwill acquired						57,100,000	57,100,000					118,700,000	118,700,000
Period for deducting goodwill for tax purposes						15 years						15 years
Post acquisition revenues						14,400,000	17,100,000					66,200,000	133,000,000
Post acquisition income (loss) from continuing operations						100,000	(300,000)					(7,700,000)	(30,500,000)
Amortization of intangible assets	15,203,000	12,326,000	42,739,000	38,408,000		1,100,000	1,400,000					2,400,000	6,200,000
Cost of sales	389,042,000	339,637,000	1,097,521,000	1,030,052,000				900,000	1,400,000						6,900,000
Inventory cost step-up, pro forma disclosure																8,300,000
Amortization of intangible assets, pro forma disclosure																1,700,000
Transaction costs, pro forma disclosure																$ 1,600,000

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	9 Months Ended			12 Months Ended			9 Months Ended	12 Months Ended	9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Dec. 31, 2013	Dec. 31, 2013 Trapeze [Member]	Dec. 31, 2010 Trapeze [Member]	Sep. 28, 2014 Trapeze [Member]	Sep. 28, 2014 Thermax and Raydex [Member]	Dec. 31, 2012 Thermax and Raydex [Member]	Sep. 28, 2014 First Quarter Fiscal Year 2014 [Member]	Sep. 28, 2014 Fiscal Second Quarter 2014 [Member]	Sep. 28, 2014 Fiscal Third Quarter 2014 [Member]	Sep. 28, 2014 Standby letters of credit [Member]	Sep. 28, 2014 Bank guaranties [Member]	Sep. 28, 2014 Surety bonds [Member]
Loss Contingencies [Line Items]
Reporting period	271 days	272 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	132,700,000
Standby letters of credit, bank guaranties and surety bonds												7,200,000	2,200,000	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	416,412,000		304,204,000			3,800,000
Partial settlement received from escrow				$ 4,200,000

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Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Parenthetical) (Detail)	9 Months Ended	12 Months Ended
	Sep. 28, 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%

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Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2014	Dec. 31, 2013	Jun. 11, 2014 Prosoft Technology, Inc. [Member]	Mar. 31, 2014 Grass Valley [Member]
Business Acquisition [Line Items]
Cash			$ 2,517	$ 9,397
Receivables			5,559	70,142
Inventories			3,624	19,607
Other current assets			240	4,172
Property, plant and equipment			1,061	23,071
Goodwill	939,500	773,048	57,075	118,733
Intangible assets			40,800	95,500
Other non-current assets			622	16,637
Total assets			111,498	357,259
Accounts payable			2,851	51,276
Accrued liabilities			2,515	56,057
Deferred revenue				14,000
Postretirement benefits				16,538
Other non-current liabilities			1,132	1,199
Total liabilities			6,498	139,070
Net assets			$ 105,000	$ 218,189

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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
	Sep. 28, 2014	Dec. 31, 2013	Jun. 11, 2014 Prosoft Technology, Inc. [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member] Backlog [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] Trademarks [Member]	Jun. 11, 2014 Prosoft Technology, Inc. [Member] Backlog [Member]	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]
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible assets subject to amortization			$ 40,800	$ 200		$ 26,600	$ 9,000	$ 5,000			$ 65,500				$ 27,000		$ 37,000		$ 1,500
Goodwill	939,500	773,048	57,075								118,733
Intangible assets not subject to amortization			57,075								148,733	22,000	8,000
Total intangible assets			$ 97,875								$ 214,233
Weighted average amortization period			14 years 9 months 18 days		5 years	20 years	5 years		3 months 18 days	9 years				15 years		5 years		3 months 18 days

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Acquisitions

9 Months Ended

Sep. 28, 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	$	2,517
Receivables		5,559
Inventories		3,624
Other current assets		240
Property, plant and equipment		1,061
Goodwill		57,075
Intangible assets		40,800
Other non-current assets		622
Total assets	$	111,498
Accounts payable	$	2,851
Accrued liabilities		2,515
Other non-current liabilities		1,132
Total liabilities	$	6,498
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. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

The fair value of acquired receivables is $5.6 million, with a gross contractual amount of $6.2 million. We do not expect to collect $0.6 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 (Level 3 valuation).

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 expanded access to the Industrial IT market and channel partners. Our tax basis in the acquired goodwill is $57.1 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	$	26,600		20.0
Developed technologies		9,000		5.0
Trademarks		5,000		5.0
Backlog		200		0.3
Total intangible assets subject to amortization		40,800
Intangible assets not subject to amortization:
Goodwill		57,075
Total intangible assets not subject to amortization		57,075
Total intangible assets	$	97,875
Weighted average amortization period				14.8

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 for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Our revenues and income from continuing operations before taxes for the three months ended September 28, 2014 included $14.4 million and $0.1 million, respectively, from ProSoft. Our revenues and income (loss) from continuing operations before taxes for the nine months ended September 28, 2014 included $17.1 million and $(0.3) million, respectively, from ProSoft. Included in our income from continuing operations before taxes for the three and nine months ended September 28, 2014 are $0.9 million and $1.4 million, respectively, of cost of sales related to the preliminary adjustment of inventory to fair value, and $1.1 million and $1.4 million, respectively, of amortization of intangible assets.

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 $218.2 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		70,142
Inventories		19,607
Other current assets		4,172
Property, plant and equipment		23,071
Goodwill		118,733
Intangible assets		95,500
Other non-current assets		16,637
Total assets	$	357,259
Accounts payable	$	51,276
Accrued liabilities		56,057
Deferred revenue		14,000
Postretirement benefits		16,538
Other non-current liabilities		1,199
Total liabilities	$	139,070
Net assets	$	218,189

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. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

The fair value of acquired receivables is $70.1 million, with a gross contractual amount of $79.2 million. We do not expect to collect $9.1 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 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 (Level 3 valuation).

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 $118.7 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:

	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		118,733
Trademarks		22,000
In-process research and development		8,000
Total intangible assets not subject to amortization		148,733
Total intangible assets	$	214,233
Weighted average amortization period				9.0

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.

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.

Our revenues and income (loss) from continuing operations before taxes for the three months ended September 28, 2014 included $66.2 million and $(7.7) million, respectively, from Grass Valley. Our revenues and income (loss) from continuing operations before taxes for the nine months ended September 28, 2014 included $133.0 million and $(30.5) million, respectively, from Grass Valley. Included in our income (loss) from continuing operations before taxes for the nine months ended September 28, 2014 are $6.9 million of cost of sales related to the preliminary adjustment of inventory to fair value. Included in our income (loss) from continuing operations before taxes for the three and nine months ended September 28, 2014 are $2.4 million and $6.2 million, respectively, of amortization of intangible assets. We also recognized certain severance, restructuring, and acquisition integration costs in the three and nine months ended September 28, 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				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	612,617	$	609,760	$	1,790,876	$	1,851,860
Income from continuing operations		36,036		70,399		49,645		81,707
Diluted income per share from continuing operations	$	0.82	$	1.58	$	1.12	$	1.82

For purposes of the pro forma disclosures, the nine months ended September 29, 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 $8.3 million, amortization of the sales backlog intangible asset of $1.7 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		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Grass Valley And Prosoft [Member]
Business Acquisition [Line Items]
Revenues	$ 612,617	$ 609,760	$ 1,790,876	$ 1,851,860
Income from continuing operations	$ 36,036	$ 70,399	$ 49,645	$ 81,707
Diluted income per share from continuing operations	$ 0.82	$ 1.58	$ 1.12	$ 1.82

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Severance, Restructuring and Acquisition Integration Activities - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014 Program	Sep. 29, 2013
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	$ 9,158,000	$ 3,800,000	$ 48,809,000	$ 9,500,000
Number of significant programs			2
Additional severance and other restructuring costs and accelerated depreciation expense	23,000,000		23,000,000
Broadcast Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs		3,200,000		7,600,000
Cost of sales [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	5,300,000	1,900,000	13,300,000	5,000,000
Selling, general and administrative expenses [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	2,600,000	1,600,000	32,600,000	3,200,000
Research and development [Member]
Restructuring Cost and Reserve [Line Items]
Severance and other restructuring costs	$ 1,300,000	$ 300,000	$ 2,900,000	$ 1,300,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 28, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 449,102	$ 613,304
Receivables, net	416,412	304,204
Inventories, net	223,714	207,980
Deferred income taxes	28,486	28,767
Other current assets	51,149	41,243
Total current assets	1,168,863	1,195,498
Property, plant and equipment, less accumulated depreciation	319,689	300,835
Goodwill	939,500	773,048
Intangible assets, less accumulated amortization	465,610	376,976
Deferred income taxes	24,335	26,034
Other long-lived assets	89,989	79,362
Total assets	3,007,986	2,751,753
Current liabilities:
Accounts payable	240,870	199,897
Accrued liabilities	226,684	199,169
Current maturities of long-term debt	2,500	2,500
Total current liabilities	470,054	401,566
Long-term debt	1,536,181	1,364,536
Postretirement benefits	112,419	105,924
Other long-term liabilities	52,452	43,186
Stockholders' equity:
Preferred stock
Common stock	503	503
Additional paid-in capital	592,742	585,753
Retained earnings	608,069	556,214
Accumulated other comprehensive loss	(29,679)	(29,181)
Treasury stock	(334,755)	(276,748)
Total stockholders' equity	836,880	836,541
Total liabilities and stockholders' equity	$ 3,007,986	$ 2,751,753

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Long-Term Debt and Other Borrowing Arrangements - Additional Information (Detail)	9 Months Ended			3 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended			1 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended	12 Months Ended		9 Months Ended	12 Months Ended	9 Months Ended		12 Months Ended
	Sep. 28, 2014 USD ($)	Sep. 29, 2013 USD ($)	Dec. 31, 2013 USD ($)	Sep. 28, 2014 Term loan due 2020 [Member] USD ($)	Sep. 28, 2014 Term loan due 2020 [Member]	Dec. 31, 2013 Term loan due 2020 [Member] USD ($)	Sep. 28, 2014 Revolving credit agreement due 2018 [Member] USD ($)	Dec. 31, 2013 Revolving credit agreement due 2018 [Member] USD ($)	Sep. 28, 2014 Revolving credit agreement due 2018 [Member] Minimum [Member]	Sep. 28, 2014 Revolving credit agreement due 2018 [Member] Maximum [Member]	Sep. 28, 2014 5.25% Senior subordinated notes due 2024 [Member] USD ($)	Jun. 29, 2014 5.25% Senior subordinated notes due 2024 [Member] Senior Subordinate Notes [Member] USD ($)	Sep. 28, 2014 5.25% Senior subordinated notes due 2024 [Member] Senior Subordinate Notes [Member]	Sep. 28, 2014 5.5% Senior subordinated notes due 2023 [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2023 [Member] USD ($)	Sep. 28, 2014 5.5% Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2023 [Member] Senior Subordinate Notes [Member] EUR (€)	Sep. 28, 2014 5.5% Senior subordinated notes due 2022 [Member] USD ($)	Dec. 31, 2013 5.5% Senior subordinated notes due 2022 [Member] USD ($)	Sep. 28, 2014 5.5% Senior subordinated notes due 2022 [Member] Senior Subordinate Notes [Member] USD ($)	Sep. 28, 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							330,200,000
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	6,572,000	7,817,000				3,900,000		9,200,000				4,000,000					8,600,000
Term Loan						250,000,000
Term Loan, maturity year					2020	2020
Frequency of interest payments					Quarterly amortization payments.								Semiannually			Semiannually					Semiannually	Semiannually
Quarterly amortization payments				600,000
Effective interest rate of senior subordinated notes				3.25%	3.25%																	9.75%
Aggregate principal amount outstanding of senior subordinated notes												200,000,000					388,200,000	300,000,000				5,200,000
Senior subordinated notes interest rate											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	1,291,081,000		1,118,261,000								200,000,000			385,860,000	413,040,000	385,900,000			700,000,000	700,000,000	700,000,000	5,221,000	5,221,000
Fair value of debt instrument	$ 1,314,200,000

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CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENT (Unaudited) (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Statement of Stockholders' Equity [Abstract]
Foreign currency translation, tax expense (benefit)	$ 0.3	$ 0	$ 0.5	$ 0
Adjustments to pension and postretirement liability, tax expense	$ 0.7	$ 0.7	$ 2.1	$ 2.2
Dividends declared per share	$ 0.05	$ 0.05	$ 0.15	$ 0.15

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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		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income from equity method investment	$ 1,030	$ 758	$ 3,240	$ 5,285
Total operating income	58,011	53,935	119,848	152,088
Interest expense	(21,656)	(19,259)	(58,679)	(53,509)
Interest income	159	92	420	349
Income from continuing operations before taxes	36,514	34,768	61,589	98,928
Reportable Segment [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total operating income	57,963	53,644	119,368	149,326
Eliminations [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total operating income	$ (982)	$ (467)	$ (2,760)	$ (2,523)

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Income per Share (Tables)

9 Months Ended

Sep. 28, 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				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014			September 29, 2013
	(In thousands)
Numerator:
Income from continuing operations	$	33,847	$	29,068	$	59,018		$	80,805
Loss from discontinued operations, net of tax		—		—		(562	)		—
Net income	$	33,847	$	29,068	$	58,456		$	80,805
Denominator:
Weighted average shares outstanding, basic		43,201		43,694		43,439			44,013
Effect of dilutive common stock equivalents		709		843		725			903
Weighted average shares outstanding, diluted		43,910		44,537		44,164			44,916

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Income per Share - Basis for Income per Share Computations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Earnings Per Share [Abstract]
Income from continuing operations	$ 33,847	$ 29,068	$ 59,018	$ 80,805
Loss from discontinued operations, net of tax			(562)
Net income	$ 33,847	$ 29,068	$ 58,456	$ 80,805
Weighted average shares outstanding, basic	43,201	43,694	43,439	44,013
Effect of dilutive common stock equivalents	709	843	725	903
Weighted average shares outstanding, diluted	43,910	44,537	44,164	44,916

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Severance, Restructuring, and Acquisition Integration Activities (Tables)

9 Months Ended

Sep. 28, 2014

Restructuring and Related Activities [Abstract]

Severance, Restructuring and Integration Costs by Segment

The following table summarizes the costs by segment:

Three Months Ended September 28, 2014	Severance			Other Restructuring and Integration Costs		Total Costs
	(In thousands)
Broadcast Solutions	$	54		$	5,740	$	5,794
Enterprise Connectivity Solutions		(347	)		573		226
Industrial Connectivity Solutions		1,282			824		2,106
Industrial IT Solutions		823			209		1,032
Total	$	1,812		$	7,346	$	9,158
Nine Months Ended September 28, 2014
Broadcast Solutions	$	18,156		$	16,605	$	34,761
Enterprise Connectivity Solutions		1,245			802		2,047
Industrial Connectivity Solutions		9,393			857		10,250
Industrial IT Solutions		1,409			342		1,751
Total	$	30,203		$	18,606	$	48,809

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
New charges		2,575			1,536
Cash payments		(1,171	)		(3,746	)
Foreign currency translation		(381	)		(191	)
Other adjustments		(1,697	)		(1,900	)
Balance at September 28, 2014	$	7,997		$	7,812

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 28, 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 nine months ended September 28, 2014 and September 29, 2013 included 271 and 272 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 nine months ended September 28, 2014 and September 29, 2013, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 28, 2014 and September 29, 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 September 28, 2014 was $132.7 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 September 28, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.2 million, $2.2 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 nine months ended September 28, 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 modified retrospective 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.

In August 2014, the FASB issued disclosure guidance that requires us to evaluate, at each annual and interim period, whether substantial doubt exists about our ability to continue as a going concern, and if applicable, to provide related disclosures. The new guidance will be effective for us for the year ending December 31, 2016. This guidance is not currently expected to have a material effect on our financial statement disclosures upon adoption, although the ultimate impact will be dependent on our financial condition and expected operating outlook at such time.

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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		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Income Statement [Abstract]
Revenues	$ 610,774	$ 522,478	$ 1,699,355	$ 1,559,442
Cost of sales	(389,042)	(339,637)	(1,097,521)	(1,030,052)
Gross profit	221,732	182,841	601,834	529,390
Selling, general and administrative expenses	(119,104)	(96,197)	(359,854)	(281,682)
Research and development	(30,444)	(21,141)	(82,633)	(62,497)
Amortization of intangibles	(15,203)	(12,326)	(42,739)	(38,408)
Income from equity method investment	1,030	758	3,240	5,285
Operating income	58,011	53,935	119,848	152,088
Interest expense	(21,656)	(19,259)	(58,679)	(53,509)
Interest income	159	92	420	349
Income from continuing operations before taxes	36,514	34,768	61,589	98,928
Income tax expense	(2,667)	(5,700)	(2,571)	(18,123)
Income from continuing operations	33,847	29,068	59,018	80,805
Loss from disposal of discontinued operations, net of tax			(562)
Net income	33,847	29,068	58,456	80,805
Weighted average number of common shares and equivalents:
Basic	43,201	43,694	43,439	44,013
Diluted	43,910	44,537	44,164	44,916
Basic income (loss) per share:
Continuing operations	$ 0.78	$ 0.67	$ 1.36	$ 1.84
Discontinued operations			$ (0.01)
Net income	$ 0.78	$ 0.67	$ 1.35	$ 1.84
Diluted income (loss) per share:
Continuing operations	$ 0.77	$ 0.65	$ 1.33	$ 1.80
Discontinued operations			$ (0.01)
Net income	$ 0.77	$ 0.65	$ 1.32	$ 1.80
Comprehensive income	$ 30,783	$ 34,776	$ 57,958	$ 73,618
Dividends declared per share	$ 0.05	$ 0.05	$ 0.15	$ 0.15

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 28, 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					Nine Months Ended
	September 28, 2014			September 29, 2013		September 28, 2014			September 29, 2013
	(in thousands)
Net income	$	33,847		$	29,068	$	58,456		$	80,805
Foreign currency translation income (loss), net of $0.3 million, $0.0 million, $0.5 million, and $0.0 million tax, respectively		(4,175	)		4,536		(3,914	)		(10,733	)
Adjustment to pension and postretirement liability, net of $0.7 million, $0.7 million, $2.1 million, and $2.2 million tax, respectively		1,111			1,172		3,416			3,546
Total comprehensive income	$	30,783		$	34,776	$	57,958		$	73,618

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 loss before reclassifications		(3,914	)		-			(3,914	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			3,416			3,416
Net current period other comprehensive income (loss)		(3,914	)		3,416			(498	)
Balance at September 28, 2014	$	3,882		$	(33,561	)	$	(29,679	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 28, 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	$	5,589		(1)
Prior service credit		(34	)	(1)
Total before tax		5,555
Tax benefit		(2,139	)
Net of tax	$	3,416

(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	9 Months Ended
	Sep. 28, 2014	Oct. 31, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 28, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	BDC
Entity Registrant Name	BELDEN INC.
Entity Central Index Key	0000913142
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		42,816,497

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Share Repurchases

9 Months Ended

Sep. 28, 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 the three months ended September 28, 2014, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $31.0 million and an average price per share of $71.80. During the nine months ended September 28, 2014, we repurchased 0.9 million shares of our common stock under the share repurchase program for an aggregate cost of $62.2 million and an average price per share of $72.64. From inception of the program to September 28, 2014, we have repurchased 6.3 million shares of our common stock under the program for an aggregate cost of $280.9 million and an average price of $44.77.

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CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013
Cash flows from operating activities:
Net income	$ 58,456	$ 80,805
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	74,382	71,863
Share-based compensation	14,236	11,126
Provision for inventory obsolescence	4,885	2,541
Pension funding less than pension expense	1,786	2,876
Income from equity method investment	(3,240)	(5,285)
Deferred income tax benefit	(4,693)	(1,984)
Tax benefit related to share-based compensation	(4,939)	(10,581)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(44,583)	(40,214)
Inventories	(697)	1,172
Accounts payable	(7,613)	7,812
Accrued liabilities	(24,414)	9,875
Accrued taxes	(9,125)	(84,189)
Other assets	8,856	2,565
Other liabilities	1,469	2,421
Net cash provided by operating activities	64,766	50,803
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired	(313,065)	(9,979)
Capital expenditures	(31,057)	(31,405)
Proceeds from (payments for) disposal of business	(956)	3,735
Proceeds from disposal of tangible assets	1,773	3,155
Net cash used for investing activities	(343,305)	(34,494)
Cash flows from financing activities:
Borrowings under credit arrangements	200,000	388,220
Payments under share repurchase program	(62,197)	(93,750)
Proceeds (payments) from exercise of stock options, net of withholding tax payments	(7,996)	(2,274)
Debt issuance costs paid	(6,572)	(7,817)
Cash dividends paid	(6,540)	(4,488)
Payments under borrowing arrangements	(1,250)	(200,220)
Tax benefit related to share-based compensation	4,939	10,581
Net cash provided by financing activities	120,384	90,252
Effect of foreign currency exchange rate changes on cash and cash equivalents	(6,047)	2,181
Increase (decrease) in cash and cash equivalents	(164,202)	108,742
Cash and cash equivalents, beginning of period	613,304	395,095
Cash and cash equivalents, end of period	$ 449,102	$ 503,837

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Long-Lived Assets

9 Months Ended

Sep. 28, 2014

Property, Plant and Equipment [Abstract]

Long-Lived Assets

Note 6: Long-Lived Assets

Disposals

During the nine months ended September 28, 2014, we sold certain property, plant, and equipment of the Broadcast segment for $1.8 million. There was no gain or loss on the sale.

During the nine months ended September 29, 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 $10.7 million and $31.6 million in the three and nine months ended September 28, 2014, respectively. We recognized depreciation expense of $11.7 million and $33.5 million in the three and nine months ended September 29, 2013, respectively.

We recognized amortization expense related to our intangible assets of $15.2 million and $42.7 million in the three and nine months ended September 28, 2014, respectively. We recognized amortization expense related to our intangible assets of $12.3 million and $38.4 million in the three and nine months ended September 29, 2013, respectively.

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Inventories

9 Months Ended

Sep. 28, 2014

Inventory Disclosure [Abstract]

Inventories

Note 5: Inventories

The major classes of inventories were as follows:

	September 28, 2014			December 31, 2013
	(In thousands)
Raw materials	$	99,203		$	85,379
Work-in-process		37,062			34,671
Finished goods		118,505			107,091
Perishable tooling and supplies		1,759			2,156
Gross inventories		256,529			229,297
Excess and obsolete reserves		(32,815	)		(21,317	)
Net inventories	$	223,714		$	207,980

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Inventories (Tables)

9 Months Ended

Sep. 28, 2014

Inventory Disclosure [Abstract]

Major Classes of Inventories

Note 5: Inventories

The major classes of inventories were as follows:

	September 28, 2014			December 31, 2013
	(In thousands)
Raw materials	$	99,203		$	85,379
Work-in-process		37,062			34,671
Finished goods		118,505			107,091
Perishable tooling and supplies		1,759			2,156
Gross inventories		256,529			229,297
Excess and obsolete reserves		(32,815	)		(21,317	)
Net inventories	$	223,714		$	207,980

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 28, 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 nine months ended September 28, 2014 and September 29, 2013 included 271 and 272 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 nine months ended September 28, 2014 and September 29, 2013, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 28, 2014 and September 29, 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 September 28, 2014 was $132.7 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 September 28, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.2 million, $2.2 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 nine months ended September 28, 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 modified retrospective 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.

In August 2014, the FASB issued disclosure guidance that requires us to evaluate, at each annual and interim period, whether substantial doubt exists about our ability to continue as a going concern, and if applicable, to provide related disclosures. The new guidance will be effective for us for the year ending December 31, 2016. This guidance is not currently expected to have a material effect on our financial statement disclosures upon adoption, although the ultimate impact will be dependent on our financial condition and expected operating outlook at such time.

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Income Taxes

9 Months Ended

Sep. 28, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Note 9: Income Taxes

We recognized income tax expense of $2.7 million and $2.6 million for the three and nine months ended September 28, 2014, respectively. The effective tax rate for the three and nine months ended September 28, 2014 was 7.3% and 4.2%, respectively. Our income tax expense for the three and nine months ended September 28, 2014 included benefits of $1.2 million and $4.9 million, respectively, for the reduction of uncertain tax position liabilities, primarily due to favorable developments with a foreign tax audit and transfer pricing matters. In addition, our income tax expense for the three and nine months ended September 28, 2014 included benefits of $2.3 million and $3.3 million, respectively, primarily due to adjusting estimates in our income tax provision to the actual amounts on the U.S. and Canadian federal income tax returns.

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%. Foreign tax rate differences reduced our income tax expense by approximately $9.7 million and $8.6 million for the nine months ended September 28, 2014 and September 29, 2013, respectively.

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Severance, Restructuring, and Acquisition Integration Activities

9 Months Ended

Sep. 28, 2014

Restructuring and Related Activities [Abstract]

Severance, Restructuring, and Acquisition Integration Activities

Note  7: Severance, Restructuring, and Acquisition Integration Activities

During the nine months ended September 28, 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 nine months ended September 28, 2014, we recorded severance, restructuring, and integration costs of $9.2 million and $48.8 million, respectively, related to these programs. The following table summarizes the costs by segment:

Three Months Ended September 28, 2014	Severance			Other Restructuring and Integration Costs		Total Costs
	(In thousands)
Broadcast Solutions	$	54		$	5,740	$	5,794
Enterprise Connectivity Solutions		(347	)		573		226
Industrial Connectivity Solutions		1,282			824		2,106
Industrial IT Solutions		823			209		1,032
Total	$	1,812		$	7,346	$	9,158
Nine Months Ended September 28, 2014
Broadcast Solutions	$	18,156		$	16,605	$	34,761
Enterprise Connectivity Solutions		1,245			802		2,047
Industrial Connectivity Solutions		9,393			857		10,250
Industrial IT Solutions		1,409			342		1,751
Total	$	30,203		$	18,606	$	48,809

The other restructuring and integration costs primarily consisted of retention bonuses, relocation, travel, lease termination, reserves for inventory obsolescence as a result of product line integration, and costs to consolidate operating facilities. 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
New charges		2,575			1,536
Cash payments		(1,171	)		(3,746	)
Foreign currency translation		(381	)		(191	)
Other adjustments		(1,697	)		(1,900	)
Balance at September 28, 2014	$	7,997		$	7,812

The other adjustments in the three months ended September 28, 2014 were due to changes in estimates, including an impact of forfeited severance amounts. We expect the majority of the liabilities for these programs to be paid in the remainder of 2014 and the first half of fiscal 2015.

Of the total severance, restructuring, and acquisition integration costs recognized for the three months ended September 28, 2014, $5.3 million, $2.6 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 nine months ended September 28, 2014, $13.3 million, $32.6 million, and $2.9 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 fourth quarter of 2014 of approximately $23 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 nine months ended September 29, 2013, we recorded severance and other restructuring costs of $3.8 million and $9.5 million, respectively. The majority of these costs were recorded in our Broadcast segment, which recognized $3.2 million and $7.6 million of severance and other restructuring costs for the three and nine months ended September 29, 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 majority of the remaining severance and other restructuring costs were recorded in our Industrial IT segment. 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 September 29, 2013, $1.9 million, $1.6 million, and $0.3 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 nine months ended September 29, 2013, $5.0 million, $3.2 million, and $1.3 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

9 Months Ended

Sep. 28, 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:

	September 28, 2014			December 31, 2013
	(In thousands)
Revolving credit agreement due 2018	$	-		$	-
Term Loan due 2020		247,600			248,775
Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		385,860			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		1,291,081			1,118,261
Total debt and other borrowing arrangements		1,538,681			1,367,036
Less current maturities of Term Loan		(2,500	)		(2,500	)
Long-term debt	$	1,536,181		$	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 September 28, 2014, our borrowing base was $330.2 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 $9.2 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 of approximately $0.6 million. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of September 28, 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 $3.9 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, 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 September 28, 2014 is $385.9 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 $8.6 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to repay amounts outstanding under the revolving credit component of our prior senior secured credit facility and for general corporate purposes.

As of September 28, 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 September 28, 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 September 28, 2014 was approximately $1,314.2 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 $1,291.1 million as of September 28, 2014. We believe the fair value of our Term Loan approximates book value.

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Pension and Other Postretirement Obligations

9 Months Ended

Sep. 28, 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	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(In thousands)
Service cost	$	1,762		$	1,677		$	(13	)	$	33
Interest cost		3,262			2,924			(152	)		517
Expected return on plan assets		(4,154	)		(3,396	)		-			-
Amortization of prior service credit		-			(8	)		18			(27	)
Actuarial losses		1,718			1,662			72			278
Net periodic benefit cost	$	2,588		$	2,859		$	(75	)	$	801
Nine Months Ended
Service cost	$	5,853		$	5,040		$	48		$	101
Interest cost		11,464			8,786			924			1,600
Expected return on plan assets		(14,405	)		(10,193	)		-			-
Amortization of prior service cost (credit)		1			(23	)		(35	)		(82	)
Actuarial losses		5,164			4,995			425			876
Net periodic benefit cost	$	8,077		$	8,605		$	1,362		$	2,495

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Operating Segments - Operating Segment Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenues	$ 610,774	$ 522,478	$ 1,699,355	$ 1,559,442
Operating income (loss)	58,011	53,935	119,848	152,088
Total assets	3,007,986		3,007,986		2,751,753
Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	610,774	522,478	1,699,355	1,559,442
Affiliate revenues	2,872	2,751	8,708	9,234
Operating income (loss)	57,963	53,644	119,368	149,326
Total assets	991,624	855,021	991,624	855,021
Reportable Segment [Member] | Broadcast Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	254,230	176,062	668,213	498,199
Affiliate revenues	318	118	601	754
Operating income (loss)	13,423	7,541	(2,311)	10,900
Total assets	433,063	294,268	433,063	294,268
Reportable Segment [Member] | Enterprise Connectivity Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	115,349	123,406	345,015	372,962
Affiliate revenues	2,147	1,930	5,852	6,938
Operating income (loss)	14,208	13,984	38,109	37,494
Total assets	223,726	234,957	223,726	234,957
Reportable Segment [Member] | Industrial Connectivity Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	171,105	167,008	508,667	515,621
Affiliate revenues	397	475	2,237	1,254
Operating income (loss)	20,965	22,926	60,054	71,719
Total assets	270,078	268,551	270,078	268,551
Reportable Segment [Member] | Industrial IT Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	70,090	56,002	177,460	172,660
Affiliate revenues	10	228	18	288
Operating income (loss)	9,367	9,193	23,516	27,935
Total assets	64,757	57,245	64,757	57,245
Reportable Segment [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Operating income (loss)				$ 1,278

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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		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Amortization of pension and other postretirement benefit plan items:
Tax benefit	$ (2,667)	$ (5,700)	$ (2,571)	$ (18,123)
Net of tax	1,111	1,172	3,416	3,546
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			5,589
Prior service credit			(34)
Total before tax			5,555
Tax benefit			(2,139)
Net of tax			$ 3,416

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Operating Segments (Tables)

9 Months Ended

Sep. 28, 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 September 28, 2014
Revenues	$	254,230	$	115,349	$	171,105	$	70,090	$	-	$	610,774
Affiliate revenues		318		2,147		397		10		-		2,872
Operating income		13,423		14,208		20,965		9,367		-		57,963
Total assets		433,063		223,726		270,078		64,757		-		991,624
As of and for the three months ended September 29, 2013
Revenues	$	176,062	$	123,406	$	167,008	$	56,002	$	-	$	522,478
Affiliate revenues		118		1,930		475		228		-		2,751
Operating income		7,541		13,984		22,926		9,193		-		53,644
Total assets		294,268		234,957		268,551		57,245		-		855,021
As of and for the nine months ended September 28, 2014
Revenues	$	668,213	$	345,015	$	508,667	$	177,460	$	-	$	1,699,355
Affiliate revenues		601		5,852		2,237		18		-		8,708
Operating income (loss)		(2,311)		38,109		60,054		23,516		-		119,368
Total assets		433,063		223,726		270,078		64,757		-		991,624
As of and for the nine months ended September 29, 2013
Revenues	$	498,199	$	372,962	$	515,621	$	172,660	$	-	$	1,559,442
Affiliate revenues		754		6,938		1,254		288		-		9,234
Operating income		10,900		37,494		71,719		27,935		1,278		149,326
Total assets		294,268		234,957		268,551		57,245		-		855,021

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 from continuing operations before taxes.

	Three Months Ended				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Segment operating income	$	57,963	$	53,644	$	119,368	$	149,326
Income from equity method investment		1,030		758		3,240		5,285
Eliminations		(982)		(467)		(2,760)		(2,523)
Total operating income		58,011		53,935		119,848		152,088
Interest expense		(21,656)		(19,259)		(58,679)		(53,509)
Interest income		159		92		420		349
Income from continuing operations before taxes	$	36,514	$	34,768	$	61,589	$	98,928

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Pension and Other Postretirement Obligations (Tables)

9 Months Ended

Sep. 28, 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	September 28, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(In thousands)
Service cost	$	1,762		$	1,677		$	(13	)	$	33
Interest cost		3,262			2,924			(152	)		517
Expected return on plan assets		(4,154	)		(3,396	)		-			-
Amortization of prior service credit		-			(8	)		18			(27	)
Actuarial losses		1,718			1,662			72			278
Net periodic benefit cost	$	2,588		$	2,859		$	(75	)	$	801
Nine Months Ended
Service cost	$	5,853		$	5,040		$	48		$	101
Interest cost		11,464			8,786			924			1,600
Expected return on plan assets		(14,405	)		(10,193	)		-			-
Amortization of prior service cost (credit)		1			(23	)		(35	)		(82	)
Actuarial losses		5,164			4,995			425			876
Net periodic benefit cost	$	8,077		$	8,605		$	1,362		$	2,495

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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		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Equity [Abstract]
Foreign currency translation income (loss), tax expense (benefit)	$ 0.3	$ 0	$ 0.5	$ 0
Adjustment to pension and postretirement liability, tax expense	$ 0.7	$ 0.7	$ 2.1	$ 2.2

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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		9 Months Ended
	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 29, 2013
Restructuring Cost and Reserve [Line Items]
Total Costs	$ 9,158	$ 3,800	$ 48,809	$ 9,500
Broadcast Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	5,794		34,761
Enterprise Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	226		2,047
Industrial Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	2,106		10,250
Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Total Costs	1,032		1,751
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Severance	1,812		30,203
Employee Severance [Member] | Broadcast Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Severance	54		18,156
Employee Severance [Member] | Enterprise Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Severance	(347)		1,245
Employee Severance [Member] | Industrial Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Severance	1,282		9,393
Employee Severance [Member] | Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance	823		1,409
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Other Restructuring Costs	7,346		18,606
Other Restructuring [Member] | Broadcast Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Other Restructuring Costs	5,740		16,605
Other Restructuring [Member] | Enterprise Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Other Restructuring Costs	573		802
Other Restructuring [Member] | Industrial Connectivity Solutions [Member]
Restructuring Cost and Reserve [Line Items]
Other Restructuring Costs	824		857
Other Restructuring [Member] | Industrial IT Segment [Member]
Restructuring Cost and Reserve [Line Items]
Other Restructuring Costs	$ 209		$ 342

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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	58,456			58,456
Foreign currency translation, net of $0.5 million tax	(3,914)					(3,914)
Adjustment to pension and postretirement liability, net of $2.1 million tax	3,416					3,416
Other comprehensive income (loss), net of tax	(498)
Exercise of stock options, net of tax withholding forfeitures	(6,017)		(8,391)		2,374
Exercise of stock options, net of tax withholding forfeitures, shares					140
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	(1,979)		(3,795)		1,816
Conversion of restricted stock units into common stock, net of tax withholding forfeitures, shares					73
Share repurchase program	(62,197)				(62,197)
Share repurchase program, shares					(856)
Share-based compensation	19,175		19,175
Dividends ($0.15 per share)	(6,601)			(6,601)
Ending balance at Sep. 28, 2014	$ 836,880	$ 503	$ 592,742	$ 608,069	$ (334,755)	$ (29,679)
Ending balance, shares at Sep. 28, 2014		50,335			7,523

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Income per Share

9 Months Ended

Sep. 28, 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				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands)
Numerator:
Income from continuing operations	$	33,847	$	29,068	$	59,018	$	80,805
Loss from discontinued operations, net of tax		-		-		(562)		-
Net income	$	33,847	$	29,068	$	58,456	$	80,805
Denominator:
Weighted average shares outstanding, basic		43,201		43,694		43,439		44,013
Effect of dilutive common stock equivalents		709		843		725		903
Weighted average shares outstanding, diluted		43,910		44,537		44,164		44,916

For both the three and nine months ended September 28, 2014, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million, because to do so would have been anti-dilutive. For both the three and nine months ended September 29, 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)

9 Months Ended

Sep. 28, 2014

Equity [Abstract]

Total Comprehensive Income

The following table summarizes total comprehensive income:

	Three Months Ended					Nine Months Ended
	September 28, 2014			September 29, 2013		September 28, 2014			September 29, 2013
	(in thousands)
Net income	$	33,847		$	29,068	$	58,456		$	80,805
Foreign currency translation income (loss), net of $0.3 million, $0.0 million, $0.5 million, and $0.0 million tax, respectively		(4,175	)		4,536		(3,914	)		(10,733	)
Adjustment to pension and postretirement liability, net of $0.7 million, $0.7 million, $2.1 million, and $2.2 million tax, respectively		1,111			1,172		3,416			3,546
Total comprehensive income	$	30,783		$	34,776	$	57,958		$	73,618

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 loss before reclassifications		(3,914	)		-			(3,914	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			3,416			3,416
Net current period other comprehensive income (loss)		(3,914	)		3,416			(498	)
Balance at September 28, 2014	$	3,882		$	(33,561	)	$	(29,679	)

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

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 28, 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	$	5,589		(1)
Prior service credit		(34	)	(1)
Total before tax		5,555
Tax benefit		(2,139	)
Net of tax	$	3,416

(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	Sep. 28, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 99,203	$ 85,379
Work-in-process	37,062	34,671
Finished goods	118,505	107,091
Perishable tooling and supplies	1,759	2,156
Gross inventories	256,529	229,297
Excess and obsolete reserves	(32,815)	(21,317)
Net inventories	$ 223,714	$ 207,980

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Acquisitions (Tables)

9 Months Ended

Sep. 28, 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	$	2,517
Receivables		5,559
Inventories		3,624
Other current assets		240
Property, plant and equipment		1,061
Goodwill		57,075
Intangible assets		40,800
Other non-current assets		622
Total assets	$	111,498
Accounts payable	$	2,851
Accrued liabilities		2,515
Other non-current liabilities		1,132
Total liabilities	$	6,498
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	$	26,600		20.0
Developed technologies		9,000		5.0
Trademarks		5,000		5.0
Backlog		200		0.3
Total intangible assets subject to amortization		40,800
Intangible assets not subject to amortization:
Goodwill		57,075
Total intangible assets not subject to amortization		57,075
Total intangible assets	$	97,875
Weighted average amortization period				14.8

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		70,142
Inventories		19,607
Other current assets		4,172
Property, plant and equipment		23,071
Goodwill		118,733
Intangible assets		95,500
Other non-current assets		16,637
Total assets	$	357,259
Accounts payable	$	51,276
Accrued liabilities		56,057
Deferred revenue		14,000
Postretirement benefits		16,538
Other non-current liabilities		1,199
Total liabilities	$	139,070
Net assets	$	218,189

Intangible Assets Related to Acquisition

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

	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		118,733
Trademarks		22,000
In-process research and development		8,000
Total intangible assets not subject to amortization		148,733
Total intangible assets	$	214,233
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				Nine Months Ended
	September 28, 2014		September 29, 2013		September 28, 2014		September 29, 2013
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	612,617	$	609,760	$	1,790,876	$	1,851,860
Income from continuing operations		36,036		70,399		49,645		81,707
Diluted income per share from continuing operations	$	0.82	$	1.58	$	1.12	$	1.82