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In accordance with Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: As permitted, that evaluation excluded the business operations of Macmon, NetModule, and CAI which were acquired in 2022.
−Removed: The acquired business operations excluded from our evaluation collectively constituted approximately 4% and 7% of our total assets and net assets as of December 31, 2022, respectively, and 1% and (2)% of our revenues and operating income for the year ended December 31, 2022, respectively.
+Added: As permitted, that evaluation excluded the business operations of Sichert and CloudRail which were acquired in 2023.
+Added: The acquired business operations excluded from our evaluation collectively consti tuted approximately 4% and 9% of our total assets and net assets as of December 31, 2023, respectively, and 1% and 0% of our revenues and operating income for the year ended December 31, 2023, respectively.
The operations of the acquired business will be included in our 2024 evaluation.
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Based on that assessment, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2023 , the Company’s internal control over financial reporting was effective.
−Removed: Our internal controls over financial reporting as of December 31, 2022 have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report that follows.
+Added: Ernst & Young, LLP, an independent registered public accounting firm, who audited the Company's Consolidated Financial Statements at December 31, 2023 and the year then ended included in this Form 10-K, has issued an attestation report on the Company's internal control over financial reporting, at December 31, 2023, which is included herein.
Changes to Internal Control over Financial Reporting
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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Macmon secure GmbH (“Macmon”), NetModule AG (“NetModule”), and Communication Associates, Inc.
−Removed: (“CAI”), which are included in the 2022 consolidated financial statements of the Company and constituted 4% and 7% of total and net assets, respectively, as of December 31, 2022 and 1% and (2)% of revenues and operating income for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Macmon, NetModule, and CAI.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Belden Inc.
−Removed: as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2023 expressed an unqualified opinion thereon.
+Added: As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sichert and CloudRail, which are included in the 2023 consolidated financial statements of the Company and constituted 4% and 9% of total assets and net assets, respectively, as of December 31, 2023 and 1% and 0% of revenues and operating income, respectively, for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sichert and CloudRail.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated February 13, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
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Other Information
+Added: Rule 10b5-1 Trading Plans
+Added: The adoption, modification, or termination of contracts for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:
+Added: Name Title Action Date
+Added: Adopted Expiration Date Total Shares
+Added: Brian Lieser (1)
+Added: Executive Vice President , Industrial Automation Solutions
+Added: Adoption 11/15/2023 2/28/2025 2,875
+Added: (1) Brian Lieser , Executive Vice President , Industrial Automation Solutions, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 15, 2023.
+Added: Lieser's plan provides for the vesting of restricted stock units and the associated sale of up to 2,875 shares of Belden common stock.
+Added: The plan expires on February 28, 2025, or upon the earlier completion of all authorized transactions under the plan.
+Added: Other than those disclosed above, none of our directors or officers adopted , modified, or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K during the three months ended December 31, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Schedule II – Valuation and Qualifying Accounts
−Removed: Balance ASU 2016-13 Adoption Adjustment Charged to
+Added: Balance Charged to
Expenses Divestitures/
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Annual Cash Incentive Plan, as amended and restated
−Removed: February 16, 2021 Form 10-K, Exhibit 10.7
+Added: Filed herewith
10.9* 2004 Belden CDT Inc.
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February 16, 2021 Form 10-K, Exhibit 10.10
−Removed: 10.12* Executive Severance Plan
−Removed: July 31, 2020 Form 8-K, Exhibit 10.1
+Added: 10.12* Executive Severance Plan, as amended and restated
+Added: Filed herewith
10.13* Form of Business Protection Agreement with each of the Executive Officers
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10.17 Amendment No.
−Removed: 1 to Second A mended and Restated Cre dit Agre ement
+Added: 1 to Second Amended and Restated Credit Agreement
January 5, 2023 Form 8-K, Exhibit 10.1
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Filed herewith
+Added: 24.1 Powers of Attorney from Members of the Board of Directors
+Added: Filed herewith
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
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Filed herewith
+Added: 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation
+Added: Filed herewith
101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:
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Jonathan Klein
+Added: /s/ VIVIE LEE* Director February 13, 2024
/s/ GREGORY J.
MCCRAY* Director February 13, 2024
+Added: /s/ ASHISH CHAND
+Added: *By Ashish Chand, Attorney-in-fact
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.