What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-13 · 316 added, 259 removed, 1187 unchanged (33% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Belden Inc.

(the Company) as of December 31, 2023 and 2022, 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, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue recognition - estimating variable consideration

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In addition, we inspected the results of the Company's retrospective review of adjustments reserved compared to actual adjustments issued, evaluated the estimates made based on historical experience and performed sensitivity analyses to evaluate the changes in variable consideration that would result from changes in the Company's significant assumptions.

Fair Value of Customer Relationships Acquired in the Precision Optical Business Combination

Description of the Matter As disclosed in Note 2 and 4 to the consolidated financial statements, the Company completed the acquisition of Precision Optical Technologies, Inc.

during 2024 for $289.6 million, net of cash acquired.

This acquisition was accounted for under the acquisition method of accounting for business combinations.

The Company allocated the net purchase price to the assets acquired and the liabilities assumed based on their respective fair values as of the date of acquisition, including intangible assets of $194.1 million.

Of the intangible assets acquired, the largest was customer relationships of $161.9 million.

Auditing the Company's valuation of customer relationships was complex and required significant auditor judgment due to future events and uncertainties in evaluating certain assumptions required to estimate the fair value.

The estimation uncertainty was primarily due to the sensitivity of the respective fair value of the customer relationships to certain assumptions about the future cash flows that the Company expects to generate from the acquired business.

The Company used the multi-period excess earnings method under the income approach to measure the customer relationships.

The fair value measure was sensitive to underlying assumptions including discount rates and certain assumptions that form the basis of the forecasted results (e.g., future revenue growth rates and profitability levels).

The significant assumptions are forward-looking and could be affected by future economic and market conditions.

Description of the Matter As disclosed in Note 2 and 4 to the consolidated financial statements, the Company completed the acquisition of Precision Optical Technologies, Inc.

during 2024 for $289.6 million, net of cash acquired.

This acquisition was accounted for under the acquisition method of accounting for business combinations.

Of the intangible assets acquired, the largest was customer relationships of $161.9 million.

The Company used the multi-period excess earnings method under the income approach to measure the customer relationships.

The significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating the fair value of customer relationships, including controls over management's review of the significant assumptions, including the discount rates, future revenue growth rates and profitability levels, used in the valuation of this intangible asset and review of the valuation model.

To test the estimated fair value of the customer relationships, we performed audit procedures that included, among others, evaluating the Company's valuation methodologies and evaluating the significant assumptions used by the Company.

We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and certain significant assumptions included in the fair value estimates.

Our testing also included comparing the significant assumptions used to the historical results of the acquired business and to other guideline companies within the same industry.

We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the intangible assets resulting from changes in the assumptions.

/s/ Ernst & Young LLP

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Amortization of intangibles ( 48,794 ) ( 40,375 ) ( 37,860 )

Asset impairments — — ( 9,283 )

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

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Loss on debt extinguishment — — ( 6,392 )

Non-operating pension benefit 1,863 4,005 4,476

Gain on sale of note receivable — — 27,036

Non-operating pension benefit (cost) ( 215 ) 1,863 4,005

Income from continuing operations before taxes 227,942 285,756 317,393

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

Gain (loss) from disposal of discontinued operations, net of tax — ( 9,241 ) 1,860

Loss from disposal of discontinued operations, net of tax — — ( 9,241 )

Net income 198,414 242,556 254,822

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Loss on debt extinguishment — — 6,392

Asset impairments — — 140,461

Deferred income tax expense (benefit) ( 12,957 ) ( 627 ) 3,575

Deferred income tax benefit ( 15,954 ) ( 12,957 ) ( 627 )

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

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Cash flows from investing activities:

Cash used for business acquisitions, net of cash acquired ( 296,452 ) ( 106,712 ) ( 104,603 )

Capital expenditures ( 129,100 ) ( 116,731 ) ( 105,094 )

Cash used for acquisitions and investments, net of cash acquired ( 106,712 ) ( 104,603 ) ( 73,340 )

Purchase of intangible assets — — ( 3,650 )

Proceeds from disposal of businesses, net of cash sold 9,300 334,574 45,735

Disposal of businesses, net of cash ( 1,316 ) 9,300 334,574

Proceeds from disposal of tangible assets 113 13,785 43,534

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Cash flows from financing activities:

Payments under share repurchase program ( 192,135 ) ( 150,000 ) —

Payments under share repurchase program, including excise tax ( 134,308 ) ( 192,135 ) ( 150,000 )

Withholding tax payments for share-based payment awards ( 9,659 ) ( 17,444 ) ( 7,186 )

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Payments under financing lease obligations ( 1,134 ) ( 423 ) ( 157 )

Payments under borrowing arrangements — ( 230,639 ) ( 360,304 )

Debt issuance costs paid — — ( 8,173 )

Payments to noncontrolling interest holders ( 67 ) — —

Payments under borrowing arrangements — — ( 230,639 )

Proceeds from issuance of common stock 8,917 6,568 3,717

Borrowings under credit arrangements — — 356,010

Other 728 — —

Net cash used for financing activities ( 143,718 ) ( 211,932 ) ( 393,214 )

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Other comprehensive income (loss), net of tax — — — — — — 64,695 ( 15 ) 64,680

Acquisition of noncontrolling interests — — 2,391 — — — — ( 4,644 ) ( 2,253 )

Common stock issuance — — ( 2,775 ) — 82 6,492 — — 3,717

Retirement Savings Plan stock contributions — — ( 1,551 ) — 116 8,568 — — 7,017

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Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 22,433 ) — 208 16,853 — — ( 5,580 )

Share repurchase program — — — — ( 2,588 ) ( 150,000 ) — — ( 150,000 )

Share-based compensation — — 23,676 — — — — — 23,676

2 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 — — — 254,663 — — — 159 254,822

Net income (loss) — — — 242,759 — — — ( 203 ) 242,556

Other comprehensive income (loss), net of tax — — — — — — ( 35,408 ) 4 ( 35,404 )

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

Common stock issuance — — 28 — 116 6,540 — — 6,568

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Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 22,477 ) — 255 9,919 — — ( 12,558 )

Share repurchase program — — — — ( 2,588 ) ( 150,000 ) — — ( 150,000 )

Share repurchase including excise tax — — — — ( 2,253 ) ( 193,578 ) — — ( 193,578 )

Share-based compensation — — 21,024 — — — — — 21,024

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Other comprehensive income (loss), net of tax — — — — — — 37,747 ( 1 ) 37,746

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

Acquisition of noncontrolling interest

— — ( 42 ) — — — — ( 25 ) ( 67 )

Common stock issuance — — 3,091 — 135 5,826 — — 8,917

2 unchanged sentences

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 11,829 ) — 160 4,152 — — ( 7,677 )

Share repurchase, net of excise tax — — — — ( 2,253 ) ( 193,578 ) — — ( 193,578 )

Share repurchase including excise tax — — — — ( 1,327 ) ( 133,831 ) — — ( 133,831 )

Share-based compensation — — 27,532 — — — — — 27,532

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Business Description

(the Company, us, we, or our) is a leading global supplier of network infrastructure and digitization solutions built around two global businesses – Enterprise Solutions and Industrial Automation Solutions.

We deliver the infrastructure that makes the digital journey simpler, smarter, and secure.

We’re moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions.

(the Company, us, we, or our) is a leading global supplier of complete connection solutions built around two global businesses - Smart Infrastructure Solutions and Automation Solutions .

We sell our products to distributors, end-users, installers, and directly to OEMs.

We have manufacturing and other operating facilities in the U.S., Canada, China, India, Mexico, Tunisia, and various countries in Europe.

Consolida tion

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Actual results could differ from those estimates.

We make significant estimates with respect to the collectability and valuation of receivables, the valuation of inventory, the realization of deferred tax assets, the valuation of goodwill and indefinite-lived intangible assets, the valuation of contingent liabilities, the calculation of share-based compensation, the calculation of pension and other postretirement benefits expense, and the valuation of acquired businesses.

We make significant estimates with respect to revenue related to variable consideration, the collectability and valuation of receivables, the valuation of inventory, the realization of deferred tax assets, the valuation of goodwill and indefinite-lived intangible assets, the valuation of contingent liabilities, the calculation of share-based compensation, the calculation of pension and other postretirement benefits expense, and the valuation of acquired businesses.

Summary of Significant Accounting Policies

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We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Changes patterns.

We make revisions to these estimates in the period in which the facts that give rise to each revision become known.

We make revisions to these estimates in the period in which the facts that give rise to ea ch revision become known.

Future market conditions might require us to take actions to further reduce prices and increase customer return authorizations.

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Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions.

Balances are written off when dete rmined to be uncollectible.

Balances are written off when determined to be uncollectible.

As of December 31, 2024 and 2023, the allowance for doubtful accounts totaled $ 25.3 million and $ 23.1 million, respectively.

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We evaluate the realizability of our inventory on a product-by-product basis in light of historical and anticipated sales demand, technological changes, product life cycle, component cost trends, product pricing, and inventory condition.

In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition, or where inve ntory cost exceeds net realizable value, we record a charge to cost of sales and reduce the inventory to its net realizable value.

In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition, or where inventory cost exceeds net realizable value, we record a charge to cost of sales and reduce the inventory to its net realizable value.

The allowances for excess and obsolete inventories at December 31, 2024 and 2023 totaled $ 71.1 million and $ 67.9 million, respectively.

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Goodwill and Intangible Assets

Our intangible assets consist of (a) definite-lived assets subject to amortization such as developed technology, customer relationships, in-service research and development, certain trademarks, backlog, and capitalized software intangible assets, and (b) indefinite-lived assets not subject to amortization such as goodwill and certain trademarks.

We record amortization of the definite-lived intangible assets over the estimated useful lives of the related assets, which generally range from one year or less for backlog to more than 20 years for certain of our customer relationships.

Our intangible assets consist of (a) definite-lived assets subject to amortization such as developed technology, customer relationships, in-service research and development, trademarks, backlog, and capitalized software development intangible assets, and (b) indefinite-lived assets not subject to amortization such as goodwill.

We record amortization of the definite-lived intangible assets over the estimated useful lives of the related assets, which generally range from one year or less for trademarks to more than 20 years for certain of our customer relationships.

We determine the amortization method for our definite-lived intangible assets based on the pattern in which the economic benefits of the intangible asset are consumed.

In the event we cannot reliably determine that pattern, we utilize a straight-line amortization method.

We test our goodwill and other indefinite-lived intangible assets not subject to amortization for impairment on an annual basis as of our fiscal November month-end or when indicators of impairment exist.

We test our goodwill for impairment on an annual basis as of our fiscal November month-end or when indicators of impairment exist.

We base our estimates on assumptions we believe to be reasonable, but which are not predictable with precision and therefore are inherently uncertain.

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If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting unit, as described in the paragraph below.

In 2023, we performed a qualitative assessment over three of our reporting units.

For our annual impairment test in 2023, we performed a quantitative assessment for three of our reporting units.

Under a quantitative assessment for goodwill impairment, we determine the fair value using the income approach (using Level 3 inputs).

Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows.

If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired.

If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference.

In addition to the income approach, we calculate the fair value of our reporting units under a market approach.

The market approach measures the fair value of a reporting unit through analysis of financial multiples of comparable businesses.

Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business.

Based on our annual goodwill impairment test, the excess fair value over the carrying value for the reporting units tested under the quantitative income approach ranged fr om 30 % to 106 %.

Using both an income approach and market approach, we determined that there was no impairment during 2023.

During 2022 and 2021, we did no t recognize any goodwill impairment from continuing operations other than a $ 1.7 million impairment in 2021 in connection with the sale of an oil and gas business in Brazil.

See Notes 5 for further discussion.

We also evaluate indefinite lived intangible assets for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of those assets may no longer be recoverable.

We compare the fair value of the asset with its carrying amount.

If the carrying amount of the asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess.

We did no t recognize impairment charges for our indefinite lived intangible assets from continuing operations in 2023, 2022, or 2021.

See Note 13 for further discussion.

In 2024, we performed a qualitative assessment over all six of our reporting units.

During 2024, 2023 and 2022, we did no t recognize any goodwill impairment.

We review intangible assets subject to amortization whenever an event or change in circumstances indicates the carrying values of the assets may not be recoverable.

We test intangible assets subject to amortization for impairment and estimate their fair values using the same assumptions and techniques we employ on property, plant and equipment.

We did no t recognize any impairment charges for amortizable intangible assets from continuing operations in 2023, 2022, or 2021 other than a $ 1.0 million impairment in 2021 in connection with the sale of an oil and gas business in Brazil.

Discontinued operations included an impairment charge in 2021 of $ 131.2 million related to the Tripwire divestiture.

We did no t recognize any impairment charges for amortizable intangible assets in 2024, 2023, or 2022.

Pension and Other Postretirement Benefits

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Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an i ncremental reduction in revenues at the time the rebate is offered.

Accrued sales rebates at December 31, 2023 and 2022 totaled $ 49.3 million and $ 55.6 million, respectively.

Accrued sales rebates at December 31, 2024 and 2023 tot aled $ 51.1 million and $ 49.3 million, respectively.

Contingent Liabilities

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Deferred tax assets generally represent future tax benefits to be received when these carryforwards can be applied against future taxable income or when expenses previously reported in our Consolidated Financial Statements become deductible for income tax purposes.

A deferred tax asset valuation allowance is required when some portion or all of the deferred tax assets may not be realized.

A deferred tax asset valuation allowance is required when some portion or all of the deferred tax assets is not more likely than not to be realized.

At December 31, 2024, the valuation allowance of $ 108.1 million was primarily related to net operating losses and capital losses that we do not currently expect to realize.

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To the extent we were to prevail in matters for which accruals have been established or would be required to pay amounts in excess of reserves, there could be a material effect on our income tax provisions in the period in which such determination is made.

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.

Recently Adopted Securities and Exchange Commission Rules

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The excise tax applies to repurchases of stock made after December 31, 2022.

The amount of excise tax accrued during the year ended December 31, 2023 was immaterial to our consolidated financial statements.

The amount of excise tax accrued during the years ended December 31, 2024 and 2023 was immaterial to our consolidated financial statements.

Current-Year Adoption of Accounting Pronouncements

None of the accounting pronouncements that became effective during 2023 had a material impact to our 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.

The new standard will be effective for us beginning with our 2024 Form 10-K and first quarter 2025 Form 10-Q, respectively.

We expect the amended guidance to have a minimal impact on our disclosures.

We adopted the new standard when it was effective for us beginning with our 2024 Form 10-K.

The amended guidance had minimal impact on our consolidated financial statements and disclosures.

Pending Adoption of Recent Accounting Pronouncements

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 climate disclosure rule, which requires registrants to disclose climate-related information in registration statements and annual reports.

The final rule also requires certain disclosures related to risk management and governance over climate-related risks, material climate targets and goals, and material Scope 1 and Scope 2 greenhouse gas emissions.

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

On April 4, 2024, the SEC voluntarily stayed the final rule pending the completion of judicial review of cases pending in the Eighth Circuit.

We are continuing to evaluate the impact of the final rule on our consolidated financial statements and disclosures.

In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions.

The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories:

(1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted.

Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements.

Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses.

The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted.

We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis.

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.

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The following table presents our revenues disaggregated by major product category (in thousands).

Broadband Solutions Industrial Automation Smart Buildings Total

Broadband Solutions Automation Solutions Smart Buildings Solutions Total

Year Ended December 31, 2024

Enterprise Solutions $ 555,030 $ — $ 567,801 $ 1,122,831

Industrial Automation Solutions — 1,389,253 — 1,389,253

Smart Infrastructure Solutions $ 598,215 $ — $ 545,575 $ 1,143,790

Automation Solutions — 1,317,189 — 1,317,189

Total $ 598,215 $ 1,317,189 $ 545,575 $ 2,460,979

Year Ended December 31, 2023

Enterprise Solutions $ 571,426 $ — $ 627,052 $ 1,198,478

Industrial Automation Solutions — 1,408,007 — 1,408,007

Smart Infrastructure Solutions $ 555,030 $ — $ 567,801 $ 1,122,831

Automation Solutions — 1,389,253 — 1,389,253

Total $ 555,030 $ 1,389,253 $ 567,801 $ 2,512,084

Year Ended December 31, 2022

Enterprise Solutions $ 488,453 $ — $ 585,973 $ 1,074,426

Industrial Automation Solutions — 1,226,834 — 1,226,834

Smart Infrastructure Solutions $ 571,426 $ — $ 627,052 $ 1,198,478

Automation Solutions — 1,408,007 — 1,408,007

Total $ 571,426 $ 1,408,007 $ 627,052 $ 2,606,485

The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product (in thousands).

The following table presents our revenues disaggregated by geography, based on the location of the customer purchasing the product (in thousands).

Americas EMEA APAC Total Revenues

Year Ended December 31, 2024

Enterprise Solutions $ 824,991 $ 180,880 $ 116,960 $ 1,122,831

Industrial Automation Solutions 787,739 385,454 216,060 1,389,253

Smart Infrastructure Solutions $ 853,539 $ 173,023 $ 117,228 $ 1,143,790

Automation Solutions 782,312 335,396 199,481 1,317,189

Total $ 1,635,851 $ 508,419 $ 316,709 $ 2,460,979

Year Ended December 31, 2023

Enterprise Solutions $ 915,491 $ 149,327 $ 133,660 $ 1,198,478

Industrial Automation Solutions 816,508 372,473 219,026 1,408,007

Smart Infrastructure Solutions $ 824,991 $ 180,880 $ 116,960 $ 1,122,831

Automation Solutions 787,739 385,454 216,060 1,389,253

Total $ 1,612,730 $ 566,334 $ 333,020 $ 2,512,084

Year Ended December 31, 2022

Enterprise Solutions $ 785,253 $ 150,790 $ 138,383 $ 1,074,426

Industrial Automation Solutions 703,790 323,915 199,129 1,226,834

Smart Infrastructure Solutions $ 915,491 $ 149,327 $ 133,660 $ 1,198,478

Automation Solutions 816,508 372,473 219,026 1,408,007

Total $ 1,731,999 $ 521,800 $ 352,686 $ 2,606,485

We generate revenues primarily by selling products that support communication, infrastructure, and delivery solutions that make the digital journey simpler, smarter, and secure.

We generate revenues primarily by selling products and delivering complete connection solutions.

We also generate revenues from providing support and professional services.

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

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.

For example, our estimate of price adjustments is generally 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.

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New deferrals 57,133

Acquisitions 104

Revenue recognized ( 48,067 )

Balance at December 31, 2024 $ 40,128

Service-type warranties represent $ 11.1 million of the deferred revenue balance at December 31, 2023, and of this amount $ 6.2 million is expected to be recognized in the next twelve months, and the remaining $ 4.9 million is long-term and will be recognized over a period greater than twelve months.

Service-type warranties repre sent $ 12.9 million of the deferred revenue balance at December 31, 2024, and of this amount $ 4.9 million is expected to be recognized in the next twelve months, and the remaining $ 8.0 million is long-term and will be recognized over a period greater than twelve months.

At December 31, 2024, we did not have any material contract assets recorded in the consolidated balance sheets.

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We recognized $ 25.4 million , $ 24.5 million, and $ 24.1 million of sales commissions expense in selling, general, and administrative expenses during the years ended December 31, 2024, 2023 and 2022, respectively.

In August 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 Consolidated Financial Statements from August 31, 2023 and are reported within the Industrial Automation Solutions segment.

On September 16, 2024, we acquired Voleatech with cash on hand for € 5.0 million ($ 5.6 million), net of cash acquired and accounted for the acquisition as a business combination.

The acquisition includes a potential earn-out up to € 3.0 million based upon certain targets over three years , which will be accounted for as compensation cost.

Voleatech, based in Germany, is known for their VT AIR Next Gen Firewall and expands Belden's Firewall product portfolio and overall planning of security in OT (Operational Technology) networking.

Voleatech is reported within the Automation Solutions segment and is not material to our financial position or results of operations.

On June 30, 2024, we acquired Precision with cash on hand for $ 289.6 million, net of cash acquired and accounted for the acquisition as a business combination.

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

Precision is reported within the Smart Infrastructure Solutions segment.

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

Receivables $ 24,191

Inventory 7,098

Other current assets 1,486

Property, plant and equipment 5,330

Intangible assets 194,100

Goodwill 121,604

Operating lease right-of-use assets 2,731

Total assets acquired $ 356,540

Accounts payable $ 11,662

Accrued liabilities 10,193

Deferred income taxes 42,585

Long-term operating lease liabilities 2,468

Total liabilities assumed $ 66,908

Net assets $ 289,632

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, inventory, 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 allocated to goodwill.

The preliminary fair value of acquired receivables is $ 24.2 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.

If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings.

In particular, the valuation of the customer relationships intangible asset was complex and required significant judgment.

We used the multi-period excess earnings method under the income approach to measure the customer relationships intangible asset.

The key assumptions utilized in the valuation include discount rates, revenue growth rates, and profitability levels of forecasted results.

These assumptions are forward-looking and could be affected by future economic and market conditions.

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 lost income, 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 Belden’s solution selling capabilities, particularly the ability to offer more complete fiber infrastructure 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:

Developed technologies $ 24,700 5.0

Customer relationships 161,900 20.0

Trademarks 3,000 2.5

Non-compete agreements 4,500 5.0

Total intangible assets subject to amortization $ 194,100

Intangible assets not subject to amortization:

Goodwill $ 121,604 n/a

Total intangible assets not subject to amortization $ 121,604

Total intangible assets $ 315,704

Weighted average amortization period 17.5

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

The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset.

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.

In August 2023, we acquired CloudRail GmbH (CloudRail) with cash on hand for $ 9.2 million, net of cash acquired and accounted for the acquisition as a business combination.

CloudRail, based in Mannheim, Germany, specializes 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 Consolidated Financial Statements from August 31, 2023 and are reported within the Automation Solutions segment.

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

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

In April 2023, we acquired Berthold Sichert GmbH (Sichert) with cash on hand for $ 97.5 million, net of cash acquired and accounted for the acquisition as a business combination.

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.

The results of Sichert have been included in our Consolidated Financial Statements from April 17, 2023 and are reported within the Enterprise Solutions segment.

The results of Sichert have been included in our Consolidated Financial Statements from April 17, 2023 and are reported within the Smart Infrastructure 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):

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

Receivables $ 5,093

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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.

During 2023, we recorded measurement-period adjustments that increased goodwill by $ 4.4 million.

The impact of these adjustments to the Consolidated Statements of Operations was immaterial.

The preliminary fair value of acquired receivables is $ 5.1 million, which is equivalent to its gross contractual amount.

The fair value of acquired receivables is $ 5.1 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).

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 based our estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm.

We used various valuation methods including excess earnings, and relief from royalty 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 criteria for recognition apart from tangible assets acquired and liabilities assumed.

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

During 2022, we completed three acquisitions.

On January 17, 2022, we acquired Macmon for $ 41.9 million, net of cash acquired.

Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructure in a variety of mission critical industries.

On March 3, 2022, we acquired NetModule for $ 23.5 million, net of cash acquired.

NetModule, based in Bern, Switzerland, is a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on

mass transit and intelligent traffic systems within the transportation vertical.

On April 15, 2022, we acquired CAI for $ 19.0 million, net of cash acquired.

CAI is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes.

The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates.

The three acquisitions were not material to our consolidated results of operations.

Macmon and NetModule are included in the Automation Solutions segment, and CAI is included in the Smart Infrastructure Solutions segment.

All three acquisitions were funded with cash on hand and accounted for as a business combination.

Precision and Voleatech collectively constituted approximately 3 % and ( 1 %) of our revenues and income before taxes for the year ended December 31, 2024, respectively.

The following table illustrates the unaudited pro forma effect on operating results as if the Precision acquisition had been completed as of January 1, 2023.

Years Ended December 31,

(In thousands, except per share data)

Revenues $ 2,531,820 $ 2,640,396

Net income attributable to Belden stockholders 202,947 232,713

Diluted income per share attributable to Belden stockholders $ 4.91 $ 5.43

For purposes of the unaudited pro forma disclosures, the year ended December 31, 2023 includes nonrecurring expenses directly attributable to the business combination of $ 9.4 million and $ 0.3 million for integration costs and inventory fair value adjustments, respectively.

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.

On February 22, 2022, we sold Tripwire for gross cash consideration of $ 350.0 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.

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

We recognized a loss on disposal of discontinued operations, net of tax of $ 9.2 million during 2022.

The following table summarizes the operating results of the Tripwire disposal group up to the February 22, 2022 disposal date:

February 22, 2022 Year Ended

December 31, 2021

February 22, 2022

(In thousands)

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Amortization of intangible assets ( 638 )

Asset impairments — ( 131,178 )

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.

During the year ended December 31, 2021, th e Tripwire disposal group had capital expenditu res of $ 6.1 million and recognized share-based compensation expense of $ 2.2 million .

The disposal group did not have any significant non-cash charges for investing activities during either time period.

Brazil Oil and Gas Cable Business

During 2021, we sold an oil and gas cable business in Brazil that met all of the criteria to classify the assets and liabilities of this business, formerly part of the Industrial Automation Solutions segment, as held for sale.

At such time, the carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $ 3.4 million.

Therefore, we recognized an impairment charge of $ 3.4 million (including a goodwill impairment of $ 1.7 million and intangible asset impairment of $ 1.0 million) in 2021.

The impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment.

We completed the sale of the oil and gas cable business in Brazil during 2021 for $ 10.9 million, net of cash delivered with the business.

During 2020, we sold Grass Valley to Black Dragon Capital.

The sale included deferred consideration consisting of a $ 175.0 million seller’s note, up to $ 88 million in PIK (payment-in-kind) interest on the seller’s note, and $ 178.0 million in potential earnout payments.

Based upon a third party valuation specialist using certain assumptions in a Monte Carlo analysis, the estimated fair value of the seller’s note was $ 34.9 million.

During 2021, we sold the seller's note to a third party for $ 62.0 million and recognized a gain on sale of $ 27.0 million.

We accounted for the earnout under a loss recovery approach and did not record an asset as of the disposal date.

Any subsequent recognition of an earnout will be based on the gain contingency guidance.

From January 1, 2022 to February 22 , 2022, th e Tripwire disposal group did not have any significant capital expenditures nor non-cash charges for investing activities and recognized share-based compensation expense of $ 0.2 million.

Operating Segments and Geographic Information

We are organized around two global businesses:

Enterprise Solutions and Industrial Automation Solutions.

Smart Infrastructure Solutions and Automation Solutions.

As Belden continues to advance forward with solutions focused on data infrastructure, we renamed our two reportable segments during 2024 from Enterprise Solutions and Industrial Automation Solutions to Smart Infrastructure Solutions and Automation Solutions, respectively.

The composition of the segments did not change as a result of these name changes.

Each of the global businesses represents a reportable segment.

The segments design, manufacture, and market a portfolio of signal transmission solutions for mission critical applications used in a variety of end markets.

We sell the products manufactured by our segments through distributors or directly to systems integrators, original equipment manufacturers (OEMs), end-users, and installers.

The key measures of segment profit or loss reviewed by our chief operating decision maker are Segment Revenues and Segment EBITDA.

Segment Revenues represent non-affiliate revenues.

Our chief operating decision maker is our President and Chief Executive Officer.

The key measure of segment profit or loss used by him to review segment operating results is Segment EBITDA.

Segment EBITDA excludes certain items, including depreciation expense;

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Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation.

Segment Revenues represent non-affiliate revenues.

Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets.

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(In thousands)

Enterprise Solutions

Smart Infrastructure Solutions

Segment Revenues $ 1,143,790 $ 1,122,831 $ 1,198,478

Affiliate Revenues 142 127 633

Segment Cost of Sales ( 789,272 ) ( 774,958 ) ( 852,231 )

Segment Selling, General and Administrative Expenses ( 177,414 ) ( 171,873 ) ( 160,802 )

Segment Research and Development Expenses ( 37,154 ) ( 27,020 ) ( 24,561 )

Segment EBITDA $ 140,092 $ 149,107 $ 161,517

Segment assets $ 663,623 $ 637,105 $ 593,653

Expenditures of property, plant and equipment $ 33,343 $ 36,237 $ 33,535

Items excluded from segment measures:

Depreciation expense $ 26,231 $ 24,943 $ 23,387

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Severance, restructuring, and acquisition integration costs 15,165 11,221 9,200

Acquisition of property, plant and equipment 36,237 33,535 36,726

Segment assets 637,105 593,653 563,141

Years Ended December 31,

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(In thousands)

Industrial Automation Solutions

Automation Solutions

Segment Revenues $ 1,317,189 $ 1,389,253 $ 1,408,007

Affiliate Revenues 801 1,296 442

Segment Cost of Sales ( 701,251 ) ( 739,129 ) ( 792,681 )

Segment Selling, General and Administrative Expenses ( 275,024 ) ( 278,406 ) ( 260,694 )

Segment Research and Development Expenses ( 71,949 ) ( 85,686 ) ( 77,995 )

Segment EBITDA $ 269,766 $ 287,328 $ 277,079

Segment assets $ 783,353 $ 727,477 $ 677,235

Expenditures of property, plant and equipment $ 66,063 $ 64,072 $ 58,713

Items excluded from segment measures:

Depreciation expense $ 30,152 $ 26,436 $ 23,282

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Severance, restructuring, and acquisition integration costs 7,649 13,931 7,485

Asset impairments — — 9,283

Acquisition of property, plant and equipment 64,072 58,713 41,269

Segment assets 727,477 677,235 600,380

Years Ended December 31,

2024 2023 2022

(In thousands)

Total Segments

Segment Revenues $ 2,460,979 $ 2,512,084 $ 2,606,485

Affiliate Revenues 943 1,423 1,075

Segment Cost of Sales ( 1,490,523 ) ( 1,514,087 ) ( 1,644,912 )

Segment Selling, General and Administrative Expenses ( 452,438 ) ( 450,279 ) ( 421,496 )

Segment Research and Development Expenses ( 109,103 ) ( 112,706 ) ( 102,556 )

Segment EBITDA $ 409,858 $ 436,435 $ 438,596

Segment assets $ 1,446,976 $ 1,364,582 $ 1,270,888

Expenditures of property, plant and equipment $ 99,406 $ 100,309 $ 92,248

Items excluded from segment measures:

Depreciation expense $ 56,383 $ 51,379 $ 46,669

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Severance, restructuring, and acquisition integration costs 22,814 25,152 16,685

Asset impairments — — 9,283

Acquisition of property, plant and equipment 100,309 92,248 77,995

Segment assets 1,364,582 1,270,888 1,163,521

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.

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(In thousands)

Segment Revenues and Consolidated Revenues $ 2,512,084 $ 2,606,485 $ 2,301,260

Total segment and consolidated revenues $ 2,460,979 $ 2,512,084 $ 2,606,485

Total Segment EBITDA $ 409,858 $ 436,435 $ 438,596

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Adjustments related to acquisitions and divestitures (2) ( 4,764 ) ( 6,177 ) ( 7,833 )

Asset impairments (3) — — ( 9,283 )

Gain on sale of assets (3) — 12,056 37,891

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Loss on debt extinguishment — — ( 6,392 )

Non-operating pension benefit 1,863 4,005 4,476

Gain on sale of note receivable — — 27,036

Non-operating pension benefit (cost) ( 215 ) 1,863 4,005

Consolidated income from continuing operations before taxes $ 227,942 $ 285,756 $ 317,393

(1) Includes costs from programs described in Note 15, Restructuring Activities as well as other immaterial programs.

(2) In 2023, we incurred $ 4.1 million for lease guarantees associated with the Grass Valley disposal (see Note 12), $ 1.5 million related to fair value adjustments of acquired inventory and other assets, and $ 0.6 million of net losses associated with the sales of businesses.

In 2022, we incurred $ 10.1 million for lease guarantees associated with the Grass Valley disposal, $ 2.2 million related to fair value adjustments of acquired inventory and other assets, and gains of $ 4.5 million on collections from previously written off receivables associated with the sale of Grass Valley.

In 2021, we collected $ 2.2 million of receivables associated with the sale of Grass Valley and acquisition of SPC that were previously written off, reduced the Opterna earn-out liability by $ 5.8 million, recognized cost of sales of $ 2.3 million related to adjustments of acquired inventory to fair value, and recognized a $ 0.6 million loss on the sale of tangible assets.

(3) In 2021, we recognized a $ 3.6 million impairment on assets held and used and a $ 5.7 million impairment on assets held for sale .

See Note 11, Property, Plant, and Equipment , for details.

(1) Includes costs associated with acquisitions, productivity initiatives, and manufacturing footprint actions.

(2) Includes fair value adjustments of acquired assets and costs associated with a former subsidiary that was previously divested.

(3) During 2023, we sold certain real estate in Canada for $ 13.8 million, net of transaction costs and recognized a $ 12.1 million pre-tax gain on sale.

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56,556 86,351 79,386

Assets of discontinued operations

Total assets $ 3,327,938 $ 3,240,191 $ 3,161,675

Total segment acquisition of property, plant and equipment $ 100,309 $ 92,248 $ 77,995

Corporate acquisition of property, plant and equipment 16,422 12,846 6,855

Discontinued operations acquisition of property, plant and equipment — — 6,132

Total acquisition of property, plant and equipment $ 116,731 $ 105,094 $ 90,982

Total segment expenditures of property, plant and equipment $ 99,406 $ 100,309 $ 92,248

Corporate expenditures of property, plant and equipment 29,694 16,422 12,846

Total expenditures of property, plant and equipment $ 129,100 $ 116,731 $ 105,094

Geographic Information

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Major Customer

Revenues generated in both the Enterprise Solutions and Industrial Automation Solutions segments from our largest customer were approximately $ 378.1 million ( 15 % of revenues), $ 387.7 million ( 15 % of revenues), and $ 374.8 million ( 16 % of revenues) for the years ended December 31, 2023, 2022, and 2021, respectively.

Revenues generated in both the Smart Infrastructure Solutions and Automation Solutions segments from our largest customer were approximately $ 348.1 million ( 14 % of revenues), $ 378.1 million ( 15 % of revenues), and $ 387.7 million ( 15 % of revenues) for the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2024 and 2023, we had $ 55.9 million and $ 61.9 million in accounts receivable outstanding from this customer, which represented approximately 14 % and 15 % of our total accounts receivable balance as of December 31, 2024 and 2023, respectively.

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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 developed and provided certain Automation Solutions products and integrated solutions to customers in China.

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

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The joint venture was not material to our consolidated financial statements as of or for the years ended December 31, 2023 or 2022.

A Belden subsidiary includes a noncontrolling interest as of and for the years ended December 31, 2023, 2022 and 2021.

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 Consolidated Statements of Operations.

Income Per Share

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

Gain (loss) on disposal of discontinued operations, net of tax — ( 9,241 ) 1,860

Loss on disposal of discontinued operations, net of tax — — ( 9,241 )

Net income attributable to Belden common stockholders $ 198,433 $ 242,759 $ 254,663

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Current period provision 16,167

Write-offs ( 3,648 )

Recoveries collected ( 861 )

Acquisitions 319

Write-offs ( 154 )

Currency impact 8

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Current period provision 3,198

Write-offs ( 154 )

Recoveries collected ( 677 )

Acquisitions 422

Write-offs ( 167 )

Currency impact ( 211 )

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During 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.

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

Sale-Leasebacks

During 2023, we sold certain real estate in Canada as part of a sale and leaseback transaction for CAD$ 18.6 million (approximately $ 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 of our Industrial Automation Solutions segment.

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

The lease is for a term of 10 years and as of December 31, 2024, had a total right-of-use asset balance of $ 8.6 million .

During 2021, we sold certain real estate in Germany as part of a sale and leaseback transaction for € 24.5 million (approximately $ 27.8 million) and recognized a $ 0.6 million loss on the sale.

The lease is for a term of 10 years and as of December 31, 2023 and 2022, had a total right-of-use asset balance of $ 20.5 million and $ 21.7 million, respectively.

When the assets met the held for sale criteria during 2021, we performed a recoverability test and determined that the carrying values of the assets were not recoverable and as a result, recognized a $ 2.3 million impairment charge to write them down to fair value.

The impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment.

Asset Impairments

During 2021, we sold an oil and gas business in Brazil and recognized an impairment charge of $ 3.4 million (includes a goodwill impairment of $ 1.7 million and intangible asset impairment of $ 1.0 million).

During 2021, we also performed a recoverability test over certain held and used long-lived assets in our Industrial Automation Solutions segment.

We determined that the carrying values of the assets were not recoverable and recognized a $ 3.6 million impairment charge to write them down to fair value.

This impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment.

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space;

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Total $ 97,856

In addition, we covenanted 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 (see Note 5).

As of December 31, 2023, the fixed, remaining base rent payments were $ 22 million.

In 2023 and 2022, we recognized $ 4.1 million and $ 10.1 million, respectively, related to the guarantees in selling, general and administrative expenses.

These costs were excluded from Segment EBITDA of our Enterprise Solutions segment.

In addition, we guaranteed the lease payments for certain property leases of a former subsidiary with expiration dates extending up to 2035.

These lease guarantees were retained by Belden and not transferred to the buyer of the former subsidiary.

As of December 31, 2024, the fixed, remaining base rent payments were approximately $ 20 million .

In 2024, 2023, and 2022, we recognized $ 3.3 million, $ 4.1 million, and $ 10.1 million, respectively, related to the guarantees in selling, general and administrative expenses.

These costs were excluded from Segment EBITDA of our Smart Infrastructure Solutions segment.

As of December 31, 2024 and 2023, we had a liability for expected, future payments of $ 12.3 million and $ 11.3 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.

The liability is based on certain assumptions that we continually reassess on an ongoing basis.

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

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The changes in the carrying amount of goodwill assigned to reporting units in our reportable segments are as follows:

Enterprise Solutions Industrial Automation Solutions Consolidated

Smart Infrastructure Solutions Automation Solutions Consolidated

(In thousands)

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Balance at December 31, 2024 $ 629,358 $ 389,319 $ 1,018,677

The carrying amount of a certain indefinite-lived trademark in our Enterprise Solutions segment was $ 27.0 million as of December 31, 2023 and 2022.

The changes in the carrying amount of indefinite-lived trademarks are as follows:

Smart Infrastructure Solutions Automation

Solutions Consolidated

(In thousands)

Balance at December 31, 2022 and 2023 $ 27,000 $ — $ 27,000

Reclassify to definite-lived ( 27,000 ) — ( 27,000 )

Balance at December 31, 2024 $ — $ — $ —

Annual Impairment Test

The annual measurement date for our goodwill and indefinite-lived intangible assets impairment test is our fiscal November month-end.

For our 2023 goodwill impairment test, we performed a quantitative assessment for three of our reporting units and determined the estimated fair values by calculating the present value of estimated future cash flows using Level 3 inputs.

We determined that the fair values for the reporting units were in excess of their respective carrying values.

We performed a qualitative assessment for the remaining three reporting units, and determined that it was more likely than not that the fair value of each reporting unit was greater than its respective carrying value.

The annual measurement date for our goodwill impairment test is our fiscal November month-end.

For our 2024 goodwill impairment test, we performed a qualitative assessment for all six reporting units and determined that it was more likely than not that the fair value of each reporting unit was greater than its respective carrying value.

Therefore, we did no t record any goodwill impairment in 2024.

We did no t recognize any goodwill impairment from continuing operations in 2022 or 2021 other than a $ 1.7 million impairment in 2021 in connection with the sale of an oil and gas business in Brazil.

For our quantitative impairment test in 2023, the excess of the fair value over the carrying value for the reporting units ranged from 30 % to 106 %.

The assumptions used to estimate fair value were based on the past performance of the reporting unit as well as the projections incorporated in our strategic plan.

Significant assumptions included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending.

The discount rate used to estimate fair value was risk adjusted in consideration of the economic conditions in effect at the time of the impairment test.

We also considered assumptions that market participants may use.

In our assessment, the discount rate ranged from 11.9 % to 13.8 %, the 2024 to 2033 compounded annual revenue growth rate ranged from 4.2 % to 6.3 %, and the revenue growth rate beyond 2033 ranged from 2.0 % to 3.0 %.

By their nature, these assumptions involve risks and uncertainties.

There is inherent risk associated with using an income approach to estimate fair values.

If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material.

We tested our indefinite-lived intangible asset, a trademark, for impairment during the fourth quarter using a quantitative assessment.

We determined the fair value of the trademark using a relief from royalty methodology and compared the fair value to the carrying value.

Significant assumptions to determine fair value included sales growth, royalty rates, and discount rates.

We did no t recognize any indefinite-lived intangible asset impairment charges in 2023, 2022, or 2021.

Impairment of Discontinued Operations

Prior to the Tripwire divestiture in 2022, we recognized a goodwill impairment charge of $ 131.2 million during 2021.

We did no t recognize any goodwill or indefinite-lived intangible asset impairment in 2023 or 2022.

Amortization Expense

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We expect to recognize annual amortization expense of $ 61.3 million in 2025, $ 50.7 million in 2026, $ 45.9 million in 2027, $ 36.8 million in 2028, and $ 31.0 million in 2029 related to our intangible assets balance as of December 31, 2024.

The weighted-average amortization period for our customer relationships, trademarks, developed technology, non-compete agreements, and backlog is 19.5 years, 7.5 years, 7.3 years, 5.0 years, 5.0 years, and 5.0 years, respectively.

At the beginning of 2024, we re-evaluated the useful life of a certain trademark in our Smart Infrastructure Solutions segment and concluded that an indefinite life for this trademark was no longer appropriate.

We estimated a useful life of eight years for the trademark and will re-evaluate this estimate if and when our expected use of the trademark changes.

We began amortizing the trademark in 2024, which resulted in amortization expense of $ 3.4 million for the year ended December 31, 2024.

As of December 31, 2024 and 2023, the net book value of this trademark was $ 23.6 million and $ 27.0 million, respectively.

Accrued Liabilities

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We initiated a productivity program in response to weaker economic conditions experienced in the second half of 2023.

The Enterprise Solutions and Industrial Automation Solutions segments incurred $ 3.6 million and $ 5.5 million, respectively, of severance and other costs during the year ended December 31, 2023.

The Smart Infrastructure Solutions and Automation Solutions segments incurred $ 2.6 million and $ 0.5 million, respectively, of severance and other costs during the year ended December 31, 2024 and $ 3.6 million and $ 5.5 million, respectively, during the year ended December 31, 2023.

Acquisition Integration Program

We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, primarily by focusing on con solidating existing and acquired facilities as well as other support functions.

The Enterprise Solutions segment incurred $ 6.5 million, $ 4.8 million, and $ 9.6 million of restructuring and integration costs during the years ended December 31, 2023, 2022, and 2021, respectively.

The Industrial Automation Solutions segment incurred $ 3.0 million, $ 3.4 million, and $ 3.0 million of res tructuring and integration co sts during the years ended December 31, 2023, 2022, and 2021, respectively.

The Smart Infrastructure Solutions segment incurred $ 11.6 million, $ 6.5 million, and $ 4.8 million of restructuring and integration costs during the years ended December 31, 2024, 2023, and 2022, respectively.

The Automation Solutions segment incurred $ 2.1 million, $ 3.0 million, and $ 3.4 million of restructuring and integration co sts during the years ended December 31, 2024, 2023, and 2022, respectively.

Manufacturing Footprint Program

We consolidated our manufacturing footprint in the Americas region during 2022.

The Enterprise Solutions and Industrial Automation Solutions segments incurred $ 3.3 million and $ 5.0 million, respectively, of severance and other costs during the year ended December 31, 2022.

Cost Reduction Program

We executed a cost reduction program to streamline the organizational structure and invest in technology to drive productivity.

The Enterprise Solutions and Industrial Automation Solutions segments incurred $ 2.6 million and $ 3.2 million, respectively, of severance and other costs during the year ended December 31, 2021.

The Smart Infrastructure Solutions and Automation Solutions segments incurred $ 3.3 million and $ 5.0 million, respectively, of severance and other costs during the year ended December 31, 2022.

The following table summarizes the costs of the programs described above by segment, all of which were excluded from Segment EBITDA:

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Year Ended December 31, 2024

Enterprise Solutions $ 4,180 $ 5,948 $ 10,128

Industrial Automation Solutions 4,674 3,852 8,526

Smart Infrastructure Solutions $ 1,824 $ 12,387 $ 14,211

Automation Solutions 52 2,557 2,609

Total $ 1,876 $ 14,944 $ 16,820

Year Ended December 31, 2023

Enterprise Solutions $ 1,070 $ 7,060 $ 8,130

Industrial Automation Solutions 493 7,847 8,340

Smart Infrastructure Solutions $ 4,180 $ 5,948 $ 10,128

Automation Solutions 4,674 3,852 8,526

Total $ 8,854 $ 9,800 $ 18,654

Year Ended December 31, 2022

Enterprise Solutions $ 1,121 $ 11,062 $ 12,183

Industrial Automation Solutions 2,555 3,629 6,184

Smart Infrastructure Solutions $ 1,070 $ 7,060 $ 8,130

Automation Solutions 493 7,847 8,340

Total $ 1,563 $ 14,907 $ 16,470

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Accrued Severance

There were no significant severance accrual balances as of December 31, 2022.

The table below sets forth severance activity included in accrued liabilities that occurred for the Productivity Initiative Program described above (in thousands).

The table below sets forth severance activity included in accrued liabilities that occurred for the Acquisition Integration Program and Productivity Initiative Program described above (in thousands).

Balance at December 31, 2022 $ —

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Balance at December 31, 2023 $ 5,010

New charges 1,876

Cash payments ( 1,208 )

Foreign currency translation ( 35 )

Other adjustments ( 564 )

Balance at December 31, 2024 $ 5,079

Long-Term Debt and Other Borrowing Arrangements

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Revolving Credit Agreement due 2026

In 2021, we entered into an amended and restated Revolving Credit Agreement that provides a $ 300.0 million multi-currency asset-based revolving credit facility (the Revolver).

We have a $ 300.0 million multi-currency asset-based revolving credit facility (the Revolver).

The maturity date of the Revolver is June 2, 2026.

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Outstanding borrowings in the U.S.

and Canada may also, at our election,

be priced on a base rate plus a spread that ranges from 0.25 % — 0.75 %, depending on our leverage position.

We pay a commitment fee on our available borrowing capacity of 0.25 %.

and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25 % — 0.75 %, depending on our leverage position.

We pay a commitment fee on the total commitments of 0.25 %.

In the event 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.

In 2021, we paid approximately $ 2.3 million of fees when we amended the Revolver, which are being amortized over the remaining term of the Revolver.

As of December 31, 2024, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 282.4 million.

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Interest is payable semiannually on March 15 and September 15 of each year.

In 2021, we completed an offering for € 300.0 million ($ 356.0 million at issuance) aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes).

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 December 31, 2024 is $ 310.5 million.

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The 2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantor s, including our Revolver.

Interest is payable semiannually on January 15 and July 15 of each year, commencing January 15, 2022.

In 2021, we paid approximately $ 5.9 million of fees associated with the issuance of the 2031 Notes, which are being amortized over the life of the 2031 Notes using the effective interest method.

We used the net proceeds from this offering, along with cash on hand, to fund the full redemption of the 2025 Notes.

We had outstanding € 300.0 million aggregate principal amount of 2.875 % senior subordinated notes due 2025 (the 2025 Notes).

In 2021, we repurchased the full € 300.0 million 2025 Notes outstanding for cash consideration of € 302.2 million ($ 358.5 million), including a redemption premium, and recognized a $ 5.7 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

Interest is payable semiannually on January 15 and July 15 of each year.

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

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For the years ended December 31, 2024, 2023, and 2022, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $ 40.0 million, $( 21.5 ) million, and $ 41.9 million, respectively.

During 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 debt are reported in income from continuing operations.

Years Ended December 31,

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Income tax expense $ 29,528 $ 43,200 $ 49,645

In addition to the above income tax expense associated with continuing operations, we also recorded an income tax benefit associated with discontinued operations of $ 0.0 million , $ 2.5 million, and $ 2.7 million in 2023, 2022, and 2021, respectively.

In addition to the above income tax expense associated with continuing operations, we also recorded an income tax benefit associated with discontinued operations of $ 2.5 million in 2022.

Years Ended December 31,

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federal statutory tax rate and our effective tax rate was the impact of foreign tax rate differences.

Foreign tax rate differences resulted in an income tax expense (benefit) of $( 30.1 ) million, $( 34.4 ) million, and $ 1.5 million in 2023, 2022, and 2021, respectively.

An additional significant difference between the U.S.

federal statutory tax rate and our effective tax rate was the impact of domestic permanent differences and tax credits.

We recognized a total income tax expense from domestic permanent differences and tax credits of $ 8.4 million in 2023, primarily associated with our foreign income inclusions.

Foreign tax rate differences resulted in an income tax benefit of $ 26.4 million, $ 30.1 million, and $ 34.4 million in 2024, 2023, and 2022, respectively.

Changes in tax contingencies, primarily associated with our foreign tax credit, was another significant difference between the U.S.

federal statutory tax rate and our effective tax rate in 2024.

If we were to repatriate foreign cash to the U.S., we may be required to accrue and pay U.S.

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Deferred income tax assets:

Postretirement, pensions, and stock compensation 17,052 17,368

Reserves and accruals 41,474 25,519

Net operating loss, capital loss, and tax credit carryforwards 115,591 114,896

Reserves and accruals 54,085 41,474

Lease liability 32,351 22,073

Postretirement, pensions, and stock compensation 13,045 17,052

Valuation allowances ( 108,064 ) ( 109,676 )

1 unchanged sentence

Net deferred income tax liability $ ( 60,981 ) $ ( 33,733 )

The decreases in valuation allowances and deferred tax assets related to net operating loss, capital loss, and tax credit carryforwards primarily relate to the write-offs of the $ 35.0 million deferred tax asset and corresponding $ 35.0 million valuation allowance associated with a capital loss from the divestiture of Tripwire that we will not be able to utilize prior to its expiration.

The net increase in deferred tax liabilities primarily relates to the deferred tax liabilities associated with the intangible assets of the Precision acquisition.

As of December 31, 2024, we had $ 92.0 million of gross net operating loss carryforwards, $ 15.1 million of tax credit carryforwards, and $ 395.7 million of gross capital loss carryforwards.

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Unless otherwise utilized, tax credit carryforwards of $ 15.1 million will expire as follows:

$ 0.6 million between 2024 and 2026 and $ 3.4 million between 2027 and 2042.

$ 0.1 million in 2024, $ 8.5 million between 2025 and 2027 and $ 4.0 million between 2028 and 2043.

Tax credit carryforwards with an indefinite carryforward period total $ 2.5 million.

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Additions based on tax positions related to the current year 524 358

Reduction for tax positions of prior years ( 1,340 ) —

Balance at end of year $ 15,681 $ 7,143

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Our practice is to recognize interest and penalties related to uncertain tax positions in interest expense and operating expenses, respectively.

We have no accrual for the payment of interest and penalties as of December 31, 2023 and 2022.

As of December 31, 2024 and 2023, we accrued $ 0.1 million and $ 0.0 million for the payment of interest and penalties.

Our federal tax return for the tax years 2015 and later remain subject to examination by the Internal Revenue Service.

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Actuarial gain (loss) 25,815 ( 16,231 ) ( 175 ) ( 1,179 )

Acquisitions and divestitures — ( 9,257 ) — —

Settlements 8,338 2,987 — —

Other — — — ( 21 )

Plan amendments 104 — — —

Foreign currency exchange rate changes 7,681 ( 12,427 ) 1,549 ( 492 )

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Plan participant contributions 424 435 3 3

Acquisitions and divestitures — 6,772 — —

Settlements ( 8,292 ) ( 2,987 ) — —

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The accumulated benefit obligation for all defined benefit pension plans was $ 320.6 million and $ 360.7 million at December 31, 2024 and 2023, respectively.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with a projected benefit obligation in excess of plan assets were $ 281.1 million, $ 278.4 million, and $ 224.0 million, respectively, as of December 31, 2023 and $ 262.7 million, $ 251.0 million, and $ 210.4 million, re spectively, as of December 31, 2022.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with a projected benefit obligation in excess of plan assets were $ 142.1 million, $ 140.2 million, and $ 94.0 million, respectively, as of December 31, 2024 and $ 281.1 million, $ 278.4 million, and $ 224.0 million, respectively, as of December 31, 2023 .

The accumulated benefit obligation and fair value of plan assets for other postretirement benefit plans with an accumulated benefit obligation in excess of plan assets were $ 19.5 million and $ 0.0 million , respectively, as of December 31, 2024 and were $ 21.3 million and $ 0.0 million , respectively, as of December 31, 2023.

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Settlement loss (gain) 1,147 ( 101 ) 1,189 — — —

Other adjustments — — ( 191 ) — — —

Net loss (gain) recognition ( 110 ) ( 938 ) 734 ( 411 ) ( 737 ) ( 73 )

Net periodic benefit cost (income) $ 2,808 $ 494 $ ( 1,187 ) $ 577 $ 286 $ 712

We recorded settlement losses totaling $ 1.2 million during 2022.

We recorded settlement losses totaling $ 1.1 million and $ 1.2 million during 2024 and 2022, respectively.

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

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During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits in contracted-out salary-related defined benefit pension plans.

The ruling is subject to an ongoing appeal.

In 2024, the ruling was upheld by the Court of Appeals in London.

The ruling may potentially be applicable to certain defined benefit pension plans we have in the United Kingdom.

While we do not believe the impact of this ruling will have a material impact to our projected benefit obligation, we will continue to monitor the appeals process.

While we do not believe the impact of this ruling will have a material impact to our financial statements, we may face increased projected benefit obligations, additional funding obligations and costs associated with the benefit correction process.

We will continue to investigate whether any of our plans are impacted.

As of December 31, 2024, no specific adjustments for this matter have been included in estimating our projected benefit obligation and related net periodic benefit costs.

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Amortization of actuarial gain 110 411

Actuarial loss 16,231 1,179

Asset gain ( 4,629 ) —

Actuarial loss (gain) ( 25,815 ) 175

Asset loss 15,658 —

Settlement loss recognized ( 1,147 ) —

3 unchanged sentences

Amortization of prior service cost ( 180 ) —

Prior service credit occurring during the year ( 104 ) —

Currency impact ( 33 ) —

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Balance at December 31, 2022 $ ( 1,944 ) $ ( 3,927 ) $ ( 5,871 )

Other comprehensive income attributable to Belden before reclassifications 42,531 23,629 66,160

Amounts reclassified from accumulated other comprehensive income ( 3,007 ) 1,542 ( 1,465 )

Net current period other comprehensive income attributable to Belden 39,524 25,171 64,695

Balance at December 31, 2022 $ ( 1,944 ) $ ( 3,927 ) $ ( 5,871 )

Other comprehensive loss attributable to Belden before reclassifications ( 24,431 ) ( 9,696 ) ( 34,127 )

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

As of December 31, 2023, the tax balances included in accumulated other comprehensive income (loss) in the table above are not material.

Other comprehensive income attributable to Belden before reclassifications 29,643 8,364 38,007

Amounts reclassified from accumulated other comprehensive income — ( 260 ) ( 260 )

Net current period other comprehensive income attributable to Belden 29,643 8,104 37,747

Balance at December 31, 2024 $ 3,129 $ ( 6,661 ) $ ( 3,532 )

As of December 31, 2024 and 2023, the tax balances included in accumulated other comprehensive income (loss) in the table above are not material.

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss):

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(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 19).

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

Share-Based Compensation

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Generally, SARs may be converted into shares of our common stock in equal amounts on each of the first three anniversaries of the grant date and expire 10 years from the grant date.

We did not grant any SARs in 2024.

Certain awards provide for accelerated vesting in certain circumstances, including following a change in control of the Company.

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We recognize compensation cost for all awards based on their fair values.

The fair values for SARs are estimated on the grant date using the Black-Scholes-Merton option-pricing formula which incorporates the assumptions noted in the following table.

The fair values for SARs are estimated on the grant date using the Black-Scholes-Merton option-pricing formula.

Expected volatility is based on historical volatility, and expected term is based on historical exercise patterns of SAR holders.

3 unchanged sentences

Compensation costs for awards with performance conditions and graded vesting are amortized to expense using the graded attribution method.

The following table presents the assumptions used for equity awards.

Years Ended December 31,

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value and assumptions)

Weighted-average fair value of SARs granted $ 39.44 $ 21.85 $ 18.30

Weighted-average fair value of SARs granted n/a $ 39.44 $ 21.85

Total intrinsic value of SARs exercised 5,696 12,229 4,384

Tax benefit from SARs exercised 660 678 327

Tax expense (benefit) from SARs exercised ( 420 ) 660 678

Weighted-average fair value of restricted stock units granted 89.98 95.32 61.61

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Dividend yield 0.25 % 0.23 % 0.37 %

SARs Restricted Stock Units

Stock Appreciation Rights Restricted Stock Units

Number Weighted-

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Share Repurchases

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.

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

We have a share repurchase program which allows us to purchase our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions.

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

During 2024, our Board of Directors increased the authorizations under this program by $ 300.0 million.

During 2024, we repurchased 1.3 million shares of our common stock for an aggregate cost of $ 132.9 million at an average price per share of $ 100.15 .

During 2023, we repurchased 2.3 million shares of our common stock for an aggregate cost of $ 192.1 million at an average price per share of $ 85.27 .

During 2021, we did no t repurchase shares of our common stock.

From inception of our program, we have repurchased 6.7 million shares of our common stock for an aggregate cost of $ 427.1 million and an average price per share of $ 63.67 .

During 2022, we repurchased 2.6 million shares of our common stock for an aggregate cost of $ 150.0 million at an average price per share of $ 57.95 .

As of December 31, 2024, we had $ 340.0 million of authorizations remaining under the program.

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We sell our products to many customers in several markets across multiple geographic areas.

The ten largest customers, of which seven are distributors, constitute in aggregate approximately 44 %, 45 %, and 44 % of revenues in 2023, 2022, and 2021, respectively.

The ten largest customers, of which eight are distributors, constitute in aggregate approx imately 46 %, 44 %, and 45 % of r evenues in 2024, 2023, and 2022, respectively.

Unconditional Commodity Purchase Obligations

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Letters of Credit, Guarantees and Bonds

At December 31, 2023, we were party to unused standby letters of credit, surety bonds, and bank guarantees totaling $ 10.6 million, $ 4.7 million, and $ 4.6 million, respectively.

At December 31, 2024, we were party to unused standby letters of credit, bank guarantees, and surety bonds totaling $ 9.4 million, $ 6.4 million, and $ 6.2 million, respectively.

These commitments are generally issued to secure obligations we have for a variety of commercial reasons, such as workers compensation self-insurance programs in several states and the importation and exportation of product.

9 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data