What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-02 compared with 2023-11-02 · 129 added, 351 removed, 410 unchanged (54% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

October 1, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In thousands)

34 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands, except per share data)

5 unchanged sentences

Amortization of intangibles ( 10,809 ) ( 9,610 )

Gain on sale of assets 12,056 37,891 12,056 37,891

Operating income 53,020 85,537

1 unchanged sentence

Non-operating pension benefit 231 488

Loss on debt extinguishment — — — ( 6,392 )

Income from continuing operations before taxes 87,177 119,791 249,432 245,439

Income before taxes 45,669 77,824

Income tax expense ( 8,360 ) ( 14,879 )

Income from continuing operations 72,327 103,687 204,047 206,425

Loss from discontinued operations, net of tax — — — ( 3,685 )

Loss on disposal of discontinued operations, net of tax — ( 5,366 ) — ( 9,933 )

Net income 37,309 62,945

Net income (loss) attributable to noncontrolling interest ( 20 ) 27 ( 245 ) 111

Net loss attributable to noncontrolling interest ( 4 ) ( 247 )

Net income attributable to Belden stockholders $ 37,313 $ 63,192

2 unchanged sentences

Diluted 41,491 43,669

Basic income (loss) per share attributable to Belden stockholders:

Continuing operations $ 1.72 $ 2.38 $ 4.81 $ 4.67

Discontinued operations — — — ( 0.08 )

Disposal of discontinued operations — ( 0.12 ) — ( 0.22 )

Net income $ 1.72 $ 2.26 $ 4.81 $ 4.36

Diluted income (loss) per share attributable to Belden stockholders:

Continuing operations $ 1.70 $ 2.35 $ 4.74 $ 4.60

Discontinued operations — — — ( 0.08 )

Disposal of discontinued operations — ( 0.12 ) — ( 0.22 )

Net income $ 1.70 $ 2.23 $ 4.74 $ 4.30

Basic income per share attributable to Belden stockholders $ 0.91 $ 1.48

Diluted income per share attributable to Belden stockholders $ 0.90 $ 1.45

Comprehensive income attributable to Belden $ 46,461 $ 45,892

2 unchanged sentences

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

Nine Months Ended

October 1, 2023 October 2, 2022

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

4 unchanged sentences

Share-based compensation 6,397 6,253

Loss on disposal of discontinued operations — 9,934

Loss on debt extinguishment — 6,392

Gain on sale of assets ( 12,056 ) ( 37,891 )

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:

6 unchanged sentences

Other liabilities 1,868 1,755

Net cash provided by operating activities 159,993 78,800

Net cash provided by (used for) operating activities 2,721 ( 31,872 )

Cash flows from investing activities:

Cash used for business acquisitions, net of cash acquired ( 106,712 ) ( 104,481 )

Capital expenditures ( 24,250 ) ( 13,844 )

1 unchanged sentence

Proceeds from disposal of businesses, net of cash sold — 10,000

Net cash provided by (used for) investing activities ( 145,497 ) 223,377

Net cash used for investing activities ( 24,190 ) ( 3,843 )

Cash flows from financing activities:

3 unchanged sentences

Payments under financing lease obligations ( 227 ) ( 38 )

Payments under borrowing arrangements — ( 230,639 )

Proceeds from issuance of common stock 3,152 1,679

4 unchanged sentences

Cash and cash equivalents, end of period $ 506,830 $ 589,045

The Condensed Consolidated Cash Flow Statement for the nine months ended October 2, 2022 includes the results of discontinued operations up to the February 22, 2022 disposal date.

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

7 unchanged sentences

Net income (loss) — — — 37,313 — — — ( 4 ) 37,309

Other comprehensive income (loss), net of tax — — — — — — ( 17,300 ) 2 ( 17,298 )

Common stock issuance — — ( 420 ) — 37 2,099 — — 1,679

Retirement Savings Plan stock contributions — — 638 — 28 1,758 — — 2,396

Exercise of stock options, net of tax withholding forfeitures — — ( 4,547 ) — 47 1,951 — — ( 2,596 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 17,997 ) — 196 7,301 — — ( 10,696 )

Share repurchase program, net of excise tax — — — — ( 594 ) ( 50,266 ) — — ( 50,266 )

Share-based compensation — — 6,253 — — — — — 6,253

Common stock dividends ($ 0.05 per share)

— — — ( 2,150 ) — — — — ( 2,150 )

Balance at April 2, 2023 50,335 $ 503 $ 809,596 $ 812,564 ( 7,788 ) $ ( 465,969 ) $ ( 23,171 ) $ 694 $ 1,134,217

Net income — — — 68,753 — — — 22 68,775

Other comprehensive income (loss), net of tax — — — — — — ( 4,863 ) 2 ( 4,861 )

Sale and deconsolidation of Hite JV — — — — — — ( 139 ) ( 695 ) ( 834 )

Retirement Savings Plan stock contributions — — 663 — 24 1,379 — — 2,042

Exercise of stock options, net of tax withholding forfeitures — — ( 2,698 ) — 27 767 — — ( 1,931 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 4,130 ) — 55 2,413 — — ( 1,717 )

Share repurchase program, net of excise tax — — — — ( 394 ) ( 36,463 ) — — ( 36,463 )

Share-based compensation — — 5,901 — — — — — 5,901

Common stock dividends ($ 0.05 per share)

— — — ( 2,138 ) — — — — ( 2,138 )

Balance at July 2, 2023 50,335 $ 503 $ 809,332 $ 879,179 ( 8,076 ) $ ( 497,873 ) $ ( 28,173 ) $ 23 $ 1,162,991

Net income (loss) — — — 72,347 — — — ( 20 ) 72,327

Other comprehensive income, net of tax — — — — — — 9,148 — 9,148

7 unchanged sentences

— — — ( 2,059 ) — — — — ( 2,059 )

Balance at October 1, 2023 50,335 $ 503 $ 812,423 $ 949,422 ( 8,660 ) $ ( 556,343 ) $ ( 6,605 ) $ 3 $ 1,199,403

Balance at March 31, 2024 50,335 $ 503 $ 814,704 $ 1,021,061 ( 9,667 ) $ ( 648,292 ) $ ( 32,131 ) $ 41 $ 1,155,886

Additional Accumulated

4 unchanged sentences

Balance at December 31, 2022 50,335 $ 503 $ 825,669 $ 751,522 ( 7,502 ) $ ( 428,812 ) $ ( 5,871 ) $ 939 $ 1,143,950

Net income — — — 35,841 — — — 3 35,844

Other comprehensive income, net of tax — — — — — — 3,928 27 3,955

Retirement Savings Plan stock contributions — — ( 356 ) — 43 2,809 — — 2,453

Exercise of stock options, net of tax withholding forfeitures — — ( 526 ) — 6 375 — — ( 151 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 11,287 ) — 103 7,739 — — ( 3,548 )

Share repurchase program — — — — ( 885 ) ( 50,000 ) — — ( 50,000 )

Share-based compensation — — 5,224 — — — — — 5,224

Common stock dividends ($ 0.05 per share)

— — — ( 2,264 ) — — — — ( 2,264 )

Balance at April 3, 2022 50,335 $ 503 $ 826,682 $ 539,294 ( 6,093 ) $ ( 353,071 ) $ ( 66,638 ) $ 825 $ 947,595

Net income — — — 58,561 — — — 81 58,642

Net income (loss) — — — 63,192 — — — ( 247 ) 62,945

Other comprehensive income (loss), net of tax — — — — — — ( 17,300 ) 2 ( 17,298 )

3 unchanged sentences

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 17,997 ) — 196 7,301 — — ( 10,696 )

Share repurchase program — — — — ( 320 ) ( 16,559 ) — — ( 16,559 )

Share-based compensation — — 5,646 — — — — — 5,646

Common stock dividends ($ 0.05 per share)

— — — ( 2,242 ) — — — — ( 2,242 )

Balance at July 3, 2022 50,335 $ 503 $ 820,602 $ 595,613 ( 6,224 ) $ ( 354,029 ) $ ( 14,487 ) $ 881 $ 1,049,083

Net income — — — 98,294 — — — 27 98,321

Other comprehensive income (loss), net of tax — — — — — — 51,613 ( 44 ) 51,569

Retirement Savings Plan stock contributions — — ( 339 ) — 23 1,802 — — 1,463

Exercise of stock options, net of tax withholding forfeitures — — ( 2,492 ) — 19 1,649 — — ( 843 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 2,851 ) — 28 2,326 — — ( 525 )

Share repurchase program — — — — ( 1,166 ) ( 69,777 ) — — ( 69,777 )

Share repurchase program, net of excise tax — — — — ( 594 ) ( 50,266 ) — — ( 50,266 )

Share-based compensation — — 6,253 — — — — — 6,253

1 unchanged sentence

— — — ( 2,150 ) — — — — ( 2,150 )

Balance at October 2, 2022 50,335 $ 503 $ 822,488 $ 691,722 ( 7,320 ) $ ( 418,029 ) $ 37,126 $ 864 $ 1,134,674

Balance at April 2, 2023 50,335 $ 503 $ 809,596 $ 812,564 ( 7,788 ) $ ( 465,969 ) $ ( 23,171 ) $ 694 $ 1,134,217

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

15 unchanged sentences

Our fiscal year and fiscal fourth quarter both end on December 31.

Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April 2, 2023, the 92nd day of our fiscal year 2023.

Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 31, 2024, the 91st day of our fiscal year 2024.

Our fiscal second and third quarters each have 91 days.

The nine months ended October 1, 2023 and October 2, 2022 included 274 and 275 days, respectively.

The three months ended April 2, 2023 included 92 days.

Fair Value Measurement

4 unchanged sentences

• 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 October 1, 2023 and October 2, 2022, we utilized Level 1 inputs to determine the fair value of cash equivalents.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended October 1, 2023 and October 2, 2022.

As of and during the three months ended March 31, 2024 and April 2, 2023, we utilized Level 1 inputs to determine the fair value of cash equivalents.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the three months ended March 31, 2024 and April 2, 2023.

Cash and Cash Equivalents

1 unchanged sentence

We periodically have cash equivalents consisting of short-term money market funds and other investments.

As of October 1, 2023, we did not have any such cash equivalents on hand.

As of March 31, 2024, we did not have any such cash equivalents on hand.

The primary objective of our investment activities is to preserve our capital for the purpose of funding operations.

6 unchanged sentences

Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow.

As of October 1, 2023, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $ 8.3 million, $ 4.7 million, and $ 4.1 million, respectively.

As of March 31, 2024, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $ 7.5 million, $ 5.4 million, and $ 4.6 million, respectively.

Revenue Recognition

4 unchanged sentences

Noncontrolling Interest

On April 28, 2023, we sold our 51 % ownership interest in Shanghai Hi-Tech Control System Co, Ltd to (Hite) for $ 0.9 million and recognized a $ 0.4 million pretax gain on sale.

The sale also includes $ 0.6 million of potential earnout payments.

The joint venture developed and provided certain Industrial Automation Solutions products and integrated solutions to customers in China.

The joint venture was determined to not have sufficient equity at risk;

therefore, it was considered a variable interest entity.

As Belden was the primary beneficiary of the joint venture, due to both our ownership percentage and control over the activities of the joint venture, we consolidated the joint venture in our financial statements and presented the results of the joint venture attributable to Hite’s ownership as net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations up to April 28, 2023 when we sold and deconsolidated the entity.

The joint venture was not material to our consolidated financial statements during the nine months ended October 1, 2023 and October 2, 2022.

A Belden subsidiary includes a noncontrolling interest as of and for the periods ended October 1, 2023 and October 2, 2022 .

The results attributable to the noncontrolling interest holders are not material to our consolidated financial statements , and are presented as net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.

A Belden subsidiary includes a noncontrolling interest as of and for the periods ended March 31, 2024 and April 2, 2023 .

The results attributable to the noncontrolling interest holders are not material to our condensed consolidated financial statements , and are presented as net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations.

Current Year Adoption of Accounting Pronouncements

None of the accounting pronouncements that became effective during 2024 had a material impact to our condensed consolidated financial statements or disclosures.

Pending Adoption of Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) amended the guidance in Accounting Standards Codification (ASC) 280, Segment Reporting , to require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

We did not early adopt this pronouncement, and we expect the amended guidance to have a minimal impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) enhancing the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments in ASU 2023-09 are applied on a prospective basis, though retrospective application is permitted.

We did not early adopt this pronouncement and are in the process of evaluating its impact on our consolidated financial statements and related disclosures.

In March 2024, the SEC issued a final rule that requires registrants to disclose climate-related information in their annual reports and in registration statements.

For calendar year companies, the ruling requires certain disclosures in annual reports for the year ending December 31, 2025.

We are currently evaluating the impact of the guidance on our consolidated financial statements and disclosures.

Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

1 unchanged sentence

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

Solutions Industrial Automation Smart Buildings Total

Three Months Ended October 1, 2023 (In thousands)

Enterprise Solutions $ 146,048 $ — $ 137,857 $ 283,905

Industrial Automation Solutions — 342,902 — 342,902

Total $ 146,048 $ 342,902 $ 137,857 $ 626,807

Three Months Ended October 2, 2022

Enterprise Solutions $ 155,865 $ — $ 163,336 $ 319,201

Industrial Automation Solutions — 351,290 — 351,290

Total $ 155,865 $ 351,290 $ 163,336 $ 670,491

Nine Months Ended October 1, 2023

Solutions Industrial Automation Solutions Smart Buildings Solutions Total

Three Months Ended March 31, 2024 (In thousands)

Enterprise Solutions $ 112,100 $ — $ 121,989 $ 234,089

1 unchanged sentence

Total $ 112,100 $ 301,586 $ 121,989 $ 535,675

Nine Months Ended October 2, 2022

Three Months Ended April 2, 2023

Enterprise Solutions $ 131,555 $ — $ 143,788 $ 275,343

3 unchanged sentences

Americas EMEA APAC Total Revenues

Three Months Ended October 1, 2023 (In thousands)

Enterprise Solutions $ 199,002 $ 51,476 $ 33,427 $ 283,905

Industrial Automation Solutions 195,154 92,189 55,559 342,902

Total $ 394,156 $ 143,665 $ 88,986 $ 626,807

Three Months Ended October 2, 2022

Enterprise Solutions $ 247,322 $ 35,045 $ 36,834 $ 319,201

Industrial Automation Solutions 202,632 87,828 60,830 351,290

Total $ 449,954 $ 122,873 $ 97,664 $ 670,491

Nine Months Ended October 1, 2023

Three Months Ended March 31, 2024 (In thousands)

Enterprise Solutions $ 166,329 $ 45,688 $ 22,072 $ 234,089

1 unchanged sentence

Total $ 349,219 $ 123,544 $ 62,912 $ 535,675

Nine Months Ended October 2, 2022

Three Months Ended April 2, 2023

Enterprise Solutions $ 213,887 $ 37,448 $ 24,008 $ 275,343

7 unchanged sentences

Generally, we determine relative standalone selling price using the prices charged separately to customers on a standalone basis.

Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred based on the shipping terms of the arrangement.

Typically, payments are due after control transfers, which is less than one year from satisfaction of the performance obligation.

Typically, payments are due after control transfers.

Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred to the customer, which generally occurs when the product has been shipped or delivered from our facility to our customers, the customer has legal title to the product, and we have a present right to payment for the product.

We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive.

The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments.

We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing.

We adjust our estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and nine months ended October 1, 2023 and October 2, 2022 .

For example, our estimate of price adjustments is based on our historical price adjustments as a percentage of revenues and the average time period between the original sale and the issuance of the price adjustment.

We adjust our estimate of revenue for variable consideration at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.

We adjust other current assets and cost of sales for the estimated level of returns.

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three months ended March 31, 2024 and April 2, 2023 .

The following table presents estimated and accrued variable consideration:

October 1, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in thousands)

2 unchanged sentences

Price adjustments recognized against gross accounts receivable 22,884 26,005

Depending on the terms of an arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation.

Consideration allocated to support services under a support and maintenance contract is recognized ratably over the term of the service.

Consideration allocated to professional services is typically recognized wh en or as the services are performed depending on the terms of the arrangement.

Depending on the terms of an arrangement, we may defer the recognition of a portion of the consideration received because we have to satisfy a future performance obligation.

Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service.

Consideration allocated to professional services is recognized wh en or as the services are performed depending on the terms of the arrangement.

Our contract terms for support, maintenance, and professional services typically require payment within one year or less of when the services will be provided.

As of October 1, 2023, total deferred revenue was $ 27.7 million, and of this amount, $ 21.5 million is expected to be recognized within the next twelve months, and the remaining $ 6.2 million is long- term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity during the three and nine months ended October 1, 2023 and October 2, 2022, respectively:

As of March 31, 2024, total deferred revenue was $ 30.0 million, and of this amount, $ 22.4 million is expected to be recognized within the next twelve months, and the remaining $ 7.5 million is long- term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity during the three months ended March 31, 2024 and April 2, 2023, respectively:

(In thousands)

1 unchanged sentence

New deferrals 6,280 4,359

Acquisitions — 6,567

Revenue recognized ( 7,392 ) ( 8,307 )

Balance at the end of Q1 $ 29,950 $ 29,295

New deferrals 6,900 4,265

Revenue recognized ( 6,528 ) ( 8,880 )

Balance at the end of Q2 $ 29,667 $ 26,834

New deferrals 9,146 7,137

Acquisitions 104 —

Revenue recognized ( 11,224 ) ( 4,960 )

Balance at the end of Q3 $ 27,693 $ 29,011

Service-type warranties represent $ 9.9 million of the deferred revenue balance at October 1, 2023, and of this amount $ 6.1 million is expected to be recognized in the next twelve months, and the remaining $ 3.8 million is long-term and will be recognized over a period greater than twelve months.

As of October 1, 2023 and December 31, 2022, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

Service-type warranties represent $ 10.6 million of the deferred revenue balance at March 31, 2024, and of this amount $ 5.5 million is expected to be recognized in the next twelve months, and the remaining $ 5.1 million is long-term and will be recognized over a period greater than twelve months.

As of March 31, 2024 and December 31, 2023, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less.

We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period.

We did not have any capitalized sales commissions on our balance sheet as of October 1, 2023 and December 31, 2022.

We did not have any capitalized sales commissions as of March 31, 2024 and December 31, 2023.

The following table presents sales commissions that are recorded within selling, general and administrative expenses:

Three Months Ended Nine Months ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

Sales commissions $ 5,323 $ 5,773

On August 31, 2023, we acquired CloudRail GmbH (CloudRail) with cash on hand for $ 9.2 million, net of cash acquired.

CloudRail, based in Mannheim, Germany, spec ializes in sensor to cloud data solutions allowing end users to quickly connect sensors on their machinery to cloud providers to drive business insights and improve outcomes.

The results of CloudRail have been included in our Condensed Consolidated Financial Statements from August 31, 2023 and are reported within the Industrial Automation Solutions segment.

The CloudRail acquisition was not material to our financial position or results of operations.

On April 17, 2023, we acquired Berthold Sichert GmbH (Sichert) with cash on hand for $ 97.5 million, net of cash acquired.

Sichert, based in Berlin, Germany, designs and manufactures a portfolio of polycarbonate street cabinets utilized in outside plant passive optical networks (“PON”) and 5G networks.

Sichert is reported within the Enterprise Solutions segment.

The Sichert acquisition was not material to our results of operations.

The following table summarizes the estimated, preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Receivables $ 6,040

Inventory 13,113

Other current assets 816

Property, plant and equipment 13,247

Intangible assets 44,764

Goodwill 27,457

Other long-lived assets 4,922

Total assets acquired $ 110,359

Accounts payable $ 2,423

Accrued liabilities 2,015

Deferred income taxes 8,417

Total liabilities assumed $ 12,855

Net assets $ 97,504

The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available.

The preliminary measurement of receivables, intangible assets, 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 preliminary fair value of acquired receivables is $ 6.0 million, which is equivalent to its gross contractual amount.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions.

The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

For purposes of the above allocation, we based our preliminary estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm.

We used various valuation methods including discounted cash flows, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed.

The goodwill is primarily attributable to the expansion of broadband product offerings in end-to-end solutions.

Our tax basis in the acquired goodwill is zero .

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

Fair Value Amortization Period

(In thousands) (In years)

Intangible assets subject to amortization:

Customer relationships $ 41,597 20.0

Trademarks 2,184 7.0

Sales backlog 983 0.2

Total intangible assets subject to amortization $ 44,764

Intangible assets not subject to amortization:

Goodwill $ 27,457 n/a

Total intangible assets not subject to amortization $ 27,457

Total intangible assets $ 72,221

Weighted average amortization period 18.9

The amortizable intangible assets reflected in the table above were determined by us to have finite lives.

The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers.

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

Discontinued Operations

On February 22, 2022, we sold Tripwire for gross cash consideration of $ 350 million.

T he divestiture of Tripwire represented a strategic shift impacting our operations and financial results.

As a result, the Tripwire disposal group, which was included in our Industrial Automation Solutions segment, is reported within discontinued operations.

We recognized a loss on disposal of discontinued operations, net of tax of $ 5.4 million and $ 9.9 million during the three and nine months ended October 2, 2022, respectively.

The following table summarizes the operating results of the Tripwire disposal group from January 1, 2022 to the February 22, 2022 disposal date (in thousands):

Revenues $ 12,067

Cost of sales ( 3,256 )

Gross profit 8,811

Selling, general and administrative expenses ( 8,185 )

Research and development expenses ( 5,528 )

Amortization of intangible assets ( 638 )

Loss before taxes $ ( 5,540 )

From January 1, 2022 to February 22 , 2022, th e Tripwire disposal group did not have any capital expenditures and recognized share-based compensation expense of $ 0.2 million.

The disposal group did not have any significant non-cash charges for investing activities from January 1, 2022 to February 22, 2022 .

Reportable Segments

8 unchanged sentences

severance, restructuring, and acquisition integration costs;

accounting effects related to acquisitions, such as the adjustment of acquired inventory to fair value;

adjustments related to acquisitions and divestitures;

and other costs.

6 unchanged sentences

(In thousands)

As of and for the three months ended October 1, 2023

Segment Revenues $ 283,905 $ 342,902 $ 626,807

Segment EBITDA 37,693 77,244 114,937

Depreciation expense 6,632 6,810 13,442

Amortization of intangibles 4,468 5,058 9,526

Amortization of software development intangible assets — 1,963 1,963

Severance, restructuring, and acquisition integration costs 3,453 2,622 6,075

Adjustments related to acquisitions and divestitures 197 298 495

Segment assets 625,356 698,287 1,323,643

As of and for the three months ended October 2, 2022

Segment Revenues $ 319,201 $ 351,290 $ 670,491

Segment EBITDA 46,110 71,055 117,165

Depreciation expense 6,020 5,827 11,847

Amortization of intangibles 4,512 5,593 10,105

Amortization of software development intangible assets 8 860 868

Severance, restructuring, and acquisition integration costs 2,702 1,858 4,560

Adjustments related to acquisitions and divestitures ( 2,537 ) 514 ( 2,023 )

Segment assets 575,829 632,997 1,208,826

As of and for the nine months ended October 1, 2023

As of and for the three months ended March 31, 2024

Segment Revenues $ 234,089 $ 301,586 $ 535,675

6 unchanged sentences

Segment assets 610,106 754,732 1,364,838

As of and for the nine months ended October 2, 2022

As of and for the three months ended April 2, 2023

Segment Revenues $ 275,343 $ 366,446 $ 641,789

6 unchanged sentences

Segment assets 597,426 660,300 1,257,726

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

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

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

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

1 unchanged sentence

Total Segment EBITDA $ 84,533 $ 110,992

Gain on sale of asset 12,056 37,891 12,056 37,891

Depreciation expense ( 13,465 ) ( 12,354 )

6 unchanged sentences

Interest expense, net ( 7,582 ) ( 8,201 )

Loss on debt extinguishment — — — ( 6,392 )

Total non-operating pension benefit 231 488

Consolidated income from continuing operations before taxes $ 87,177 $ 119,791 $ 249,432 $ 245,439

(1) Severance, restructuring, and acquisition integration costs for the three and nine months ended October 1, 2023 and October 2, 2022 included costs related to our Acquisition Integration Program.

(2) Adjustments related to acquisitions and divestitures included fair value adjustments of acquired inventory and investments as well as gains associated with the sales of businesses.

Income (loss) per Share

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

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

Consolidated income before taxes $ 45,669 $ 77,824

(1) Includes restructuring and integration costs associated with acquisitions as well as costs associated with certain manufacturing footprint actions.

(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets.

Income per Share

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

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

Income from continuing operations $ 72,327 $ 103,687 $ 204,047 $ 206,425

Net income (loss) attributable to noncontrolling interest ( 20 ) 27 ( 245 ) 111

Income from continuing operations attributable to Belden stockholders 72,347 103,660 204,292 206,314

Loss from discontinued operations, net of tax — — — ( 3,685 )

Loss on disposal of discontinued operations, net of tax — ( 5,366 ) — ( 9,933 )

Net income $ 37,309 $ 62,945

Net loss attributable to noncontrolling interest ( 4 ) ( 247 )

Net income attributable to Belden stockholders $ 37,313 $ 63,192

2 unchanged sentences

Weighted average shares outstanding, diluted 41,491 43,669

For the three and nine months ended October 1, 2023, diluted weighted average shares outstanding excluded outstanding equity awards of 0.1 million and 0.2 million, respectively, as they were anti-dilutive.

In addition, for the three and nine months ended October 1, 2023, diluted weighted average shares outstanding did not include outstanding equity a wards of 0.2 million and 0.3 million becau se the related performance conditions have not been satisfied.

For the three and nine months ended October 2, 2022, diluted weighted average shares outstanding exclude outstanding equity awards of 0.7 million and 0.9 million as they are anti-dilutive.

In addition, for the three and nine months ended October 2, 2022, diluted weighted average shares outstanding do not include outstanding equity awards of 0.0 million and 0.1 million, respectively, because the related performance conditions have not been satisfied.

For the three months ended March 31, 2024 and April 2, 2023, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million and 0.2 million, respectively, because they are anti-dilutive.

In addition, for the three months ended March 31, 2024 and April 2, 2023, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.1 million, respectively, because the related performance conditions have not been satisfied.

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.

11 unchanged sentences

Provisions and recoveries are included in selling, general and administrative expenses.

The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three and nine months ended October 1, 2023 and October 2, 2022, respectively:

The following table presents the activity in the trade receivables allowance for doubtful accounts for the three months ended March 31, 2024 and April 2, 2023, respectively:

(In thousands)

1 unchanged sentence

Current period provision 459 4,004

Acquisitions — 319

Recoveries collected ( 6 ) —

2 unchanged sentences

Q1 ending balance $ 23,420 $ 11,930

Current period provision 4,194 656

Acquisitions 19 —

Fx impact 11 ( 81 )

Write-offs — ( 64 )

Recoveries collected ( 8 ) ( 12 )

Q2 ending balance $ 16,146 $ 5,792

Current period provision 4,933 92

Write-offs ( 31 ) ( 2,717 )

Recoveries collected ( 824 ) ( 23 )

Fx impact ( 72 ) ( 104 )

Q3 ending balance $ 20,152 $ 3,040

The following table presents the major classes of inventories as of October 1, 2023 and December 31, 2022 , respectively:

October 1, 2023 December 31, 2022

The following table presents the major classes of inventories as of March 31, 2024 and December 31, 2023 , respectively:

March 31, 2024 December 31, 2023

(In thousands)

17 unchanged sentences

Our lease agreements do not contain material residual value guarantees.

Our variable lease expense was approximately $ 0.8 million and $ 2.4 million for the three and nine months ended October 1, 2023, respectively.

Our variable lease expense was approximately $ 0.7 million and $ 2.2 million for the three and nine months ended October 2, 2022, respectively.

Our variable lease expense was approximately $ 0.9 million and $ 0.8 million for the t hree months ended March 31, 2024 and April 2, 2023, respectively.

The components of lease expense were as follows:

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

5 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

1 unchanged sentence

Operating cash flows from operating leases $ 6,727 $ 4,665

Operating cash flows from finance leases were not material during the three and nine months ended October 1, 2023 and October 2, 2022 .

Operating cash flows from finance leases were not material during the three months ended March 31, 2024 and April 2, 2023 .

Supplemental balance sheet information related to leases was as follows:

October 1, 2023 December 31, 2022

(In thousands, except lease term and discount rate)

March 31, 2024 December 31, 2023

(In thousands)

Operating leases:

11 unchanged sentences

Total finance lease liabilities $ 8,203 $ 6,803

October 1, 2023 December 31, 2022

(In thousands, except lease term and discount rate)

The increases in operating lease right-of-use assets and lease liabilities are primarily due to the initial recognition of a new lease during the three months ended March 31, 2024 that had balances of $ 34.2 million and $ 33.2 million, respectively.

March 31, 2024 December 31, 2023

Weighted Average Remaining Lease Term

4 unchanged sentences

Finance leases 4.6 % 4.3 %

The following table summarizes maturities of lease liabilities as of October 1, 2023 and December 31, 2022, respectively:

October 1, 2023 December 31, 2022

(In thousands)

2023 $ 4,513 $ 15,815

2024 16,377 14,809

2025 15,103 13,472

2026 13,606 11,964

2027 7,811 6,464

Thereafter 28,392 20,907

Total $ 85,802 $ 83,431

In addition, we covenanted the lease payments for certain Grass Valley property leases which include expiration dates through 2035, and collectively have approximately $ 22 million of fixed lease payments remaining.

In addition, we guaranteed the lease payments for certain Grass Valley property leases with expiration dates extending up to 2035.

These lease guarantees were retained by Belden and not transferred to the buyer of Grass Valley.

During 2022, Grass Valley defaulted on two property leases.

As of October 1, 2023, we have a liability for expected, future payments of $ 7.4 million .

The liability is based on certain assumptions, such as receiving a level of sublease income, that we will reassess on an ongoing basis.

As of March 31, 2024, the fixed, remaining base rent payments were approximately $ 21 million.

As of March 31, 2024 and April 2, 2023, we had a liability for expected, future payments of $ 11.0 million and $ 8.8 million, respectively.

The liability is based on certain assumptions, such as receiving a level of sublease income, that we continually reassess on an ongoing basis.

We will update the estimated liability balance for changes in assumptions as needed.

1 unchanged sentence

Depreciation and Amortization Expense

We recognized depreciation expense in income from continuing operations of $ 13.4 million and $ 38.5 million in the three and nine months ended October 1, 2023, respectively.

We recognized depreciation expense in income from continuing operations of $ 11.8 million and $ 34.4 million in the three and nine months ended October 2, 2022, respectively.

We recognized amortization expense in income from continuing operations of $ 11.5 million and $ 35.5 million in the three and nine months ended October 1, 2023, respectively.

We recognized amortization expense in income from continuing operations of $ 11.0 million and $ 31.0 million in the three and nine months ended October 2, 2022, respectively.

Gain on Sale of Assets

During the three and nine months ended October 1, 2023, we sold our property in Ontario, Canada as part of a sale and leaseback transaction for $ 13.8 million, net of transaction costs and recognized a $ 12.1 million pre-tax gain on sale.

This gain on sale was excluded from Segment EBITDA for our Industrial Automation Solutions segment.

During the three and nine months ended October 2, 2022, we sold certain real estate in the United States for $ 42.2 million, net of transaction costs and recognized a $ 37.9 million pre-tax gain on sale.

This gain on sale was excluded from Segment EBITDA of our Industrial Automation Solutions segment.

Severance, Restructuring, and Acquisition Integration Activities

Acquisition Integration Program

We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, which are primarily focused on consolidating existing and acquired facilities as well as other support functions.

The Enterprise Solutions segment incurred $ 3.2 million and $ 4.5 million of restructuring and integration costs during the three and nine months ended October 1, 2023 , and the Industrial Automation Solutions segment incurred $ 1.6 million and $ 2.4 million of restructuring and integration co sts during the three and nine months ended October 1, 2023, respectively.

The Enterprise Solutions segment incurred $ 3.7 million and $ 4.7 million of restructuring and integration costs during the three and nine months ended October 2, 2022, and the Industrial Automation Solutions segment incurred $ 0.1 million and $ 3.2 million of restructuring and integration costs during the three and nine months ended October 2, 2022, respectively.

The restructuring and integration costs incurred during 2023 and 2022 primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs.

The majority of the restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.

Furthermore, t here were no significant severance accrual balances as of October 1, 2023 or December 31, 2022.

The following table summarizes the severance and other restructuring and integration costs of the Acquisition Integration Program described above by financial statement line item in the Condensed Consolidated Statement of Operations:

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

(In thousands)

Cost of sales $ 214 $ 2,809 $ 214 $ 8,873

Selling, general and administrative expenses 4,657 1,823 6,654 5,756

Research and development expenses ( 50 ) — 44 —

Total $ 4,821 $ 4,632 $ 6,912 $ 14,629

We recognized depreciation expense of $ 13.5 million and $ 12.4 million in the three months ended March 31, 2024 and April 2, 2023, respectively.

We recognized amortization expense of $ 13.5 million and $ 11.1 million in the three months ended March 31, 2024 and April 2, 2023, respectively.

Long-Term Debt and Other Borrowing Arrangements

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

October 1, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In thousands)

20 unchanged sentences

In the event that we borrow more than 90 % of our combined borrowing base or our borrowing base availability is less than $ 20.0 million, we are subject to a fixed charge coverage ratio covenant.

As of October 1, 2023, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 291.9 million.

As of March 31, 2024, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 292.6 million.

Senior Subordinated Notes

We had outstanding € 200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes).

During the nine months ended October 2, 2022, we repurchased the full € 200.0 million 2026 Notes outstanding for cash consideration of € 204.1 million ($ 227.9 million), including a redemption premium, and recognized a $ 6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We have outstanding € 450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes).

The carrying value of the 2027 Notes as of October 1, 2023 is $ 473.4 million.

The carrying value of the 2027 Notes as of March 31, 2024 is $ 486.9 million.

The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

We have outstanding € 350.0 million aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes).

The carrying value of the 2028 Notes as of October 1, 2023 is $ 368.2 million.

The carrying value of the 2028 Notes as of March 31, 2024 is $ 378.7 million.

The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

We have outstanding € 300.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes).

The carrying value of the 2031 Notes as of October 1, 2023 is $ 315.6 million.

The carrying value of the 2031 Notes as of March 31, 2024 is $ 324.6 million.

The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of October 1, 2023 was approximately $ 1,042.3 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,157.1 million as of October 1, 2023.

The fair value of our senior subordinated notes as of March 31, 2024 was approximately $ 1,139.9 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,190.3 million as of March 31, 2024.

Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity.

As of October 1, 2023, € 567.8 million o f our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

As of March 31, 2024, € 567.8 million o f our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in the euro exchange rate.

The transaction gain or loss is reported in the translation adjustment section of other comprehensive income.

For the nine months ended October 1, 2023 and October 2, 2022, the transaction gain associated with the net investment hedge reported in other comprehensive income was $ 8.8 million and $ 102.1 million, respectively.

In 2022, we de-designated € 200.0 million of our outstanding debt that was previously designated as a net investment hedge.

After the de-designation, transaction gains or losses associated with this € 200.0 million of debt are reported in income from continuing operations.

For the three and nine months ended October 1, 2023, we recognized income tax expense of $ 14.9 million and $ 45.4 million, respectively, representing an effective tax rate of 17.0 % and 18.2 %, respectively.

For the three and nine months ended October 2, 2022 , we recognized income tax expense of $ 16.1 million and $ 39.0 million, respectively, representing effective tax rates of 13.4 % and 15.9 %, respectively.

For the three months ended March 31, 2024 and April 2, 2023, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $ 12.7 million and $( 9.1 ) million, respectively.

For the three months ended March 31, 2024, we recognized income tax expense of $ 8.4 million representing an effective tax rate of 18.3 %.

For the three months ended April 2, 2023 , we recognized income tax expense of $ 14.9 million representing an effective tax rates of 19.1 %.

The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits.

On August 16, 2022, the Inflation Reduction Act of 2022 (the Act) was signed into law.

None of the tax provisions of the Act are expected to have a material impact to our consolidated financial statements and related disclosures.

The Organization for Economic Cooperation and Development (OECD) is actively implementing changes to existing tax laws, including a global minimum tax of 15% which went into effect in 2024.

This legislation has not materially impacted our provision for income taxes, but we will continually monitor and evaluate the potential impact on the countries in which we do business in future periods.

Pension and Other Postretirement Obligations

1 unchanged sentence

Pension Obligations Other Postretirement Obligations

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

(In thousands)

4 unchanged sentences

Amortization of prior service cost 45 43 — —

Actuarial losses (gains) ( 234 ) 212 ( 192 ) ( 20 )

Settlement loss — 954 —

Actuarial gains ( 26 ) ( 226 ) ( 117 ) ( 191 )

Net periodic benefit cost $ 396 $ 142 $ 131 $ 63

Nine Months Ended

Service cost $ 2,056 $ 2,488 $ 6 $ 18

Interest cost 11,392 6,833 756 578

Expected return on plan assets ( 12,476 ) ( 11,405 ) — —

Amortization of prior service cost 132 132 — —

Actuarial losses (gains) ( 692 ) 672 ( 574 ) ( 60 )

Settlement loss — 954 — —

Net periodic benefit cost (income) $ 412 $ ( 326 ) $ 188 $ 536

We recorded a settlement loss of $ 1.0 million during the three and nine months ended October 2, 2022.

The settlement loss was the result of lump-sum payments to participants that exceeded the sum of the pension plan's respective service cost and interest cost amounts.

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

Three Months Ended Nine Months Ended

October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022

Three Months Ended

March 31, 2024 April 2, 2023

(In thousands)

3 unchanged sentences

Total comprehensive income 46,457 45,647

Comprehensive income (loss) attributable to noncontrolling interests ( 20 ) ( 17 ) ( 241 ) 69

Comprehensive loss attributable to noncontrolling interests ( 4 ) ( 245 )

Comprehensive income attributable to Belden $ 46,461 $ 45,892

7 unchanged sentences

Balance at December 31, 2023 $ ( 26,514 ) $ ( 14,765 ) $ ( 41,279 )

Other comprehensive loss attributable to Belden before reclassifications 253 — 253

Other comprehensive income attributable to Belden before reclassifications 9,222 — 9,222

Amounts reclassified from accumulated other comprehensive loss — ( 74 ) ( 74 )

Net current period other comprehensive loss attributable to Belden 114 ( 848 ) ( 734 )

Balance at October 1, 2023 $ ( 1,830 ) $ ( 4,775 ) $ ( 6,605 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the nine months ended October 1, 2023:

Reclassified from Accumulated Other Comprehensive Income (2) Affected Line Item in the Consolidated Statements of Operations and Comprehensive Loss

Net current period other comprehensive income (loss) attributable to Belden 9,222 ( 74 ) 9,148

Balance at March 31, 2024 $ ( 17,292 ) $ ( 14,839 ) $ ( 32,131 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2024:

Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income

(In thousands)

6 unchanged sentences

(1) The amortization of these accumulated other comprehensive loss components are included in the computation of net periodic benefit costs (see Note 12).

(2) In addition, we reclassified $ 0.1 million of accumulated foreign currency translation gains associated with the sale of the Hite JV.

Share Repurchase

In 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $ 300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions.

On April 24, 2023, our Board of Directors authorized an additional $ 300.0 million under the share repurchase program.

In April 2023, our Board of Directors authorized an additional $ 300.0 million under the share repurchase program.

This program is funded with cash on hand and cash flows from operating activities.

During the three months ended October 1, 2023 , we repurchased 0.7 million shares of our common stock for an aggregate cost of $ 63.8 million at an average price per share of $ 92.46 .

During the nine months ended October 1, 2023 , we repurchased 1.7 million shares of our common stock for an aggregate cost of $ 150.0 million at an average price per share of $ 89.42 .

As of October 1, 2023, we had $ 215.0 million of authorizations remaining under the program.

During the three months ended March 31, 2024, we repurchased 0.7 million shares of our common stock for an aggregate cost of $ 57.9 million at an average price per share of $ 85.66 .

During the three months ended April 2, 2023, we repurchased 0.6 million shares of our common stock for an aggregate cost of $ 50.0 million at an average price per share of $ 84.18 .

From inception of our program to the date of this filing, we have repurchased 7.4 million shares of our common stock for an aggregate cost of $ 485.0 million and an average price per share of $ 65.73 .

As of March 31, 2024, we had $ 115.0 million of authorizations remaining under the program.

This share repurchase authorization does not have an expiration date.

During the three months ended October 2, 2022 , we repurchased 1.2 million shares of our common stock for an aggregate cost of $ 69.8 million at an average price per share of $ 59.84 .

During the nine months ended October 2, 2022 , we repurchased 2.4 million shares of our common stock for an aggregate cost of $ 136.4 million at an average price per share of $ 57.50 .

Subsequent Events

On April 30, 2024, we entered into a definitive agreement to acquire Precision Optical Technologies, Inc.

(“Precision Optical Technologies”) for approximately $ 290 million in cash.

Precision Optical Technologies, based in New York, is a leading supplier of value-added optical transceivers with proprietary software, firmware configurations, and related components.

The acquisition of Precision Optical Technologies is expected to close by the end of the second quarter of 2024 and will be reported within the Enterprise Solutions segment.

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.

What changed 10-Q

Item 1. Financial Statements