BELDEN INC. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Belden Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Belden Inc. (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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. 35 Revenue recognition - estimating variable consideration Description of the Matter As described in Notes 2 and 3 to the consolidated financial statements, the Company enters into sales contracts that provide certain customers with special price reductions and product return rights, resulting in variable consideration. At the time of sale, the Company establishes a reserve for the estimate of adjustments to variable consideration and recognizes the reserve by reducing revenues. Estimates are based on a percentage of revenues and the average time period between the original sale and the issuance of the adjustments. As of December 31, 2024, the Company recorded a reserve for estimated price adjustments of $29.1 million, which was recognized as a reduction of revenues and accounts receivable, and a reserve of $16.0 million for estimated returns, which was recognized as a reduction of revenues and included in accrued liabilities. Auditing the Company's measurement of variable consideration for estimated pricing adjustments and returns involved especially challenging judgment because the estimates involved subjective management assumptions, including estimated adjustments as a percentage of revenues and the estimated period of time between the original sale and the issuance of the adjustment. The estimates developed by the Company are also dependent on historical experience, anticipated sales demand, and trends in product pricing. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes to calculate the variable consideration, including the process to determine and evaluate the underlying assumptions about estimates of variable consideration related to expected pricing adjustments and returns. We performed audit procedures related to the Company’s estimates of variable consideration including, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in the Company's calculation. This included testing the Company's estimate of adjustments as a percentage of revenues and the average time period between the original sale and the issuance of the adjustment. 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. 36 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. 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 We have served as the Company’s auditor since 1993. St. Louis, Missouri February 13, 2025 37 Belden Inc. Consolidated Balance Sheets December 31, 2024 2023 (In thousands, except par value) ASSETS Current assets: Cash and cash equivalents $ 370,302 $ 597,044 Receivables, net 409,711 413,806 Inventories, net 343,099 366,987 Other current assets 73,117 79,142 Total current assets 1,196,229 1,456,979 Property, plant and equipment, less accumulated depreciation 495,625 451,069 Operating lease right-of-use assets 118,551 89,686 Goodwill 1,018,677 907,331 Intangible assets, less accumulated amortization 419,074 269,144 Deferred income taxes 16,353 15,739 Other long-lived assets 63,429 50,243 $ 3,327,938 $ 3,240,191 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 315,724 $ 343,215 Accrued liabilities 306,980 290,289 Total current liabilities 622,704 633,504 Long-term debt 1,130,101 1,204,211 Postretirement benefits 63,260 74,573 Deferred income taxes 77,333 49,472 Long-term operating lease liabilities 100,049 74,941 Other long-term liabilities 39,755 37,188 Stockholders’ equity: Common stock, par value $ 0.01 per share— 200,000 shares authorized; 50,335 shares issued; 40,211 and 41,127 shares outstanding at 2024 and 2023, respectively 503 503 Additional paid-in capital 839,755 818,663 Retained earnings 1,176,036 985,807 Accumulated other comprehensive loss ( 3,532 ) ( 41,279 ) Treasury stock, at cost— 10,124 and 9,208 shares at 2024 and 2023, respectively ( 718,026 ) ( 597,437 ) Total Belden stockholders’ equity 1,294,736 1,166,257 Noncontrolling interest — 45 Total stockholders’ equity 1,294,736 1,166,302 $ 3,327,938 $ 3,240,191 The accompanying notes are an integral part of these Consolidated Financial Statements. 38 Belden Inc. Consolidated Statements of Operations Years Ended December 31, 2024 2023 2022 (In thousands, except per share amounts) Revenues $ 2,460,979 $ 2,512,084 $ 2,606,485 Cost of sales ( 1,538,757 ) ( 1,557,118 ) ( 1,690,196 ) Gross profit 922,222 954,966 916,289 Selling, general and administrative expenses ( 494,603 ) ( 492,702 ) ( 448,636 ) Research and development expenses ( 112,365 ) ( 116,427 ) ( 104,350 ) Amortization of intangibles ( 48,794 ) ( 40,375 ) ( 37,860 ) Gain on sale of assets — 12,056 37,891 Operating income 266,460 317,518 363,334 Interest expense, net ( 38,303 ) ( 33,625 ) ( 43,554 ) Loss on debt extinguishment — — ( 6,392 ) Non-operating pension benefit (cost) ( 215 ) 1,863 4,005 Income from continuing operations before taxes 227,942 285,756 317,393 Income tax expense ( 29,528 ) ( 43,200 ) ( 49,645 ) Income from continuing operations 198,414 242,556 267,748 Loss from discontinued operations, net of tax — — ( 3,685 ) Loss from disposal of discontinued operations, net of tax — — ( 9,241 ) Net income 198,414 242,556 254,822 Less: Net income (loss) attributable to noncontrolling interest ( 19 ) ( 203 ) 159 Net income attributable to Belden common stockholders $ 198,433 $ 242,759 $ 254,663 Weighted average number of common shares and equivalents: Basic 40,694 42,237 43,845 Diluted 41,299 42,859 44,537 Basic income (loss) per share attributable to Belden common stockholders: Continuing operations $ 4.88 $ 5.75 $ 6.10 Discontinued operations — — ( 0.08 ) Disposal of discontinued operations — — ( 0.21 ) Net income $ 4.88 $ 5.75 $ 5.81 Diluted income (loss) per share attributable to Belden common stockholders: Continuing operations $ 4.80 $ 5.66 $ 6.01 Discontinued operations — — ( 0.08 ) Disposal of discontinued operations — — ( 0.21 ) Net income $ 4.80 $ 5.66 $ 5.72 The accompanying notes are an integral part of these Consolidated Financial Statements. 39 Belden Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, 2024 2023 2022 (In thousands) Net income $ 198,414 $ 242,556 $ 254,822 Foreign currency translation, net of tax 29,642 ( 24,566 ) 39,509 Adjustments to pension and postretirement liability, net of tax 8,104 ( 10,838 ) 25,171 Other comprehensive income (loss), net of tax 37,746 ( 35,404 ) 64,680 Comprehensive income 236,160 207,152 319,502 Less: Comprehensive income (loss) attributable to noncontrolling interest ( 20 ) ( 199 ) 144 Comprehensive income attributable to Belden $ 236,180 $ 207,351 $ 319,358 The accompanying notes are an integral part of these Consolidated Financial Statements. 40 Belden Inc. Consolidated Cash Flow Statements Years Ended December 31, 2024 2023 2022 (In thousands) Cash flows from operating activities: Net income $ 198,414 $ 242,556 $ 254,822 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 115,741 99,446 88,738 Share-based compensation 27,532 21,024 23,676 Loss on debt extinguishment — — 6,392 Deferred income tax benefit ( 15,954 ) ( 12,957 ) ( 627 ) Gain on sale of assets — ( 12,056 ) ( 37,891 ) Changes in operating assets and liabilities, net of the effects of exchange rate changes, acquired businesses, and disposals: Receivables 18,861 24,527 ( 33,605 ) Inventories 24,318 ( 15,331 ) 5,558 Accounts payable ( 21,724 ) ( 8,175 ) ( 20,595 ) Accrued liabilities 11,354 ( 16,292 ) ( 5,416 ) Income taxes 6,639 ( 3,668 ) 2,335 Other assets ( 6,689 ) ( 9,314 ) 2,881 Other liabilities ( 6,416 ) 9,878 ( 4,972 ) Net cash provided by operating activities 352,076 319,638 281,296 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 ) Disposal of businesses, net of cash ( 1,316 ) 9,300 334,574 Proceeds from disposal of tangible assets 113 13,785 43,534 Net cash provided by (used for) investing activities ( 426,755 ) ( 200,358 ) 168,411 Cash flows from financing activities: 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 ) Cash dividends paid ( 8,195 ) ( 8,498 ) ( 8,949 ) Payments under financing lease obligations ( 1,134 ) ( 423 ) ( 157 ) Payments to noncontrolling interest holders ( 67 ) — — Payments under borrowing arrangements — — ( 230,639 ) Proceeds from issuance of common stock 8,917 6,568 3,717 Other 728 — — Net cash used for financing activities ( 143,718 ) ( 211,932 ) ( 393,214 ) Effect of foreign currency exchange rate changes on cash and cash equivalents ( 8,345 ) 2,020 ( 12,574 ) Increase (decrease) in cash and cash equivalents ( 226,742 ) ( 90,632 ) 43,919 Cash and cash equivalents, beginning of year 597,044 687,676 643,757 Cash and cash equivalents, end of year $ 370,302 $ 597,044 $ 687,676 The Consolidated Cash Flow Statement includes the results of discontinued operations up to the disposal date, February 22, 2022 for Tripwire. The accompanying notes are an integral part of these Consolidated Financial Statements. 41 Belden Inc. Consolidated Stockholders’ Equity Statements Belden Inc. Stockholders Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Shares Amount Shares Amount (In thousands) Balance at December 31, 2021 50,335 $ 503 $ 833,627 $ 505,717 ( 5,360 ) $ ( 313,994 ) $ ( 70,566 ) $ 795 $ 956,082 Net income — — — 254,663 — — — 159 254,822 Other comprehensive income (loss), net of tax — — — — — — 64,695 ( 15 ) 64,680 Common stock issuance — — ( 2,775 ) — 82 6,492 — — 3,717 Retirement Savings Plan stock contributions — — ( 1,551 ) — 116 8,568 — — 7,017 Exercise of stock options, net of tax withholding forfeitures — — ( 4,875 ) — 40 3,269 — — ( 1,606 ) 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 Common stock dividends ($ 0.20 per share) — — — ( 8,858 ) — — — — ( 8,858 ) Balance at December 31, 2022 50,335 $ 503 $ 825,669 $ 751,522 ( 7,502 ) $ ( 428,812 ) $ ( 5,871 ) $ 939 $ 1,143,950 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 Retirement Savings Plan stock contributions — — 2,347 — 94 5,451 — — 7,798 Exercise of stock options, net of tax withholding forfeitures — — ( 7,928 ) — 82 3,043 — — ( 4,885 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 22,477 ) — 255 9,919 — — ( 12,558 ) Share repurchase including excise tax — — — — ( 2,253 ) ( 193,578 ) — — ( 193,578 ) Share-based compensation — — 21,024 — — — — — 21,024 Common stock dividends ($ 0.20 per share) — — — ( 8,474 ) — — — — ( 8,474 ) Balance at December 31, 2023 50,335 $ 503 $ 818,663 $ 985,807 ( 9,208 ) $ ( 597,437 ) $ ( 41,279 ) $ 45 $ 1,166,302 Net income (loss) — — — 198,433 — — — ( 19 ) 198,414 Other comprehensive income (loss), net of tax — — — — — — 37,747 ( 1 ) 37,746 Acquisition of noncontrolling interest — — ( 42 ) — — — — ( 25 ) ( 67 ) Common stock issuance — — 3,091 — 135 5,826 — — 8,917 Retirement Savings Plan stock contributions — — 4,326 — 80 3,260 — — 7,586 Exercise of stock options, net of tax withholding forfeitures — — ( 1,986 ) — 36 4 — — ( 1,982 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 11,829 ) — 160 4,152 — — ( 7,677 ) Share repurchase including excise tax — — — — ( 1,327 ) ( 133,831 ) — — ( 133,831 ) Share-based compensation — — 27,532 — — — — — 27,532 Common stock dividends ($ 0.20 per share) — — — ( 8,204 ) — — — — ( 8,204 ) Balance at December 31, 2024 50,335 $ 503 $ 839,755 $ 1,176,036 ( 10,124 ) $ ( 718,026 ) $ ( 3,532 ) $ — $ 1,294,736 The accompanying notes are an integral part of these Consolidated Financial Statements. 42 Notes to Consolidated Financial Statements Note 1: Basis of Presentation Business Description Belden Inc. (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 The accompanying Consolidated Financial Statements include Belden Inc. and all of its subsidiaries. We eliminate all significant affiliate accounts and transactions in consolidation. Foreign Currency For international operations with functional currencies other than the United States (U.S.) dollar, we translate assets and liabilities at current exchange rates; we translate income and expenses using average exchange rates. We report the resulting translation adjustments, as well as gains and losses from certain affiliate transactions, in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. We include exchange gains and losses on transactions in operating income. We determine the functional currency of our foreign subsidiaries based upon the currency of the primary economic environment in which each subsidiary operates. Typically, that is determined by the currency in which the subsidiary primarily generates and expends cash. We have concluded that the local currency is the functional currency for all of our material subsidiaries. Reporting Periods Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31. Our fiscal second and third quarters each have 91 days. Use of Estimates in the Preparation of the Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and operating results and the disclosure of contingencies. Actual results could differ from those estimates. 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. Note 2: Summary of Significant Accounting Policies Fair Value Measurement Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: • Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. 43 During 2024, 2023, and 2022 we utilized Level 1 inputs to determine the fair value of cash equivalents and Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 4) and for impairment testing (see Note 13). We did not have any transfers between Level 1 and Level 2 fair value measurements during 2024. Cash and Cash Equivalents We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of December 31, 2024 and 2023, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. Accounts Receivable and Revenue Reserves We classify amounts owed to us and due within twelve months, arising from the sale of goods or services and from other business activities, as current receivables. We classify receivables due after twelve months as other long-lived assets. At the time of sale, we establish an estimated reserve for trade, promotion, and other special price reductions such as contract pricing, discounts to meet competitor pricing, and on-time payment discounts. We also adjust receivable balances for, among other things, correction of billing errors, incorrect shipments, and settlement of customer disputes. Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met. Certain distribution customers are allowed to return inventory at original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. Until we can process these reductions, corrections, and returns (together, the Changes) through individual customer records, we estimate the amount of outstanding Changes and recognize them by reducing revenues. 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 ea ch revision become known. Future market conditions might require us to take actions to further reduce prices and increase customer return authorizations. Unprocessed Changes recognized against our gross accounts receivable, such as price reductions, at December 31, 2024 and 2023 totaled $ 29.1 million and $ 26.0 million, respectively. Unprocessed Changes recognized as accrued liabilities, such as product returns, at December 31, 2024 and 2023 totaled $ 16.0 million and $ 15.6 million, respectively. We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. 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. We also recognized bad debt expense, net of recoveries, in selling, general and administrative expenses of $ 2.4 million, $ 15.6 million, and $ 6.5 million in 2024, 2023, and 2022, respectively. Inventories and Related Reserves Inventories are stated at the lower of cost or net realizable value. We determine the cost of all raw materials, work-in-process, and finished goods inventories by the first in, first out method. Cost components of inventories include direct labor, applicable production overhead, and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products. 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 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. 44 Property, Plant and Equipment We record property, plant and equipment at cost. We calculate depreciation on a straight-line basis over the estimated useful lives of the related assets ranging from 10 to 40 years for buildings, 5 to 12 years for machinery and equipment, and 5 to 10 years for computer equipment and software. Construction in process reflects amounts incurred for property, plant and equipment not yet placed into service. We charge maintenance and repairs—both planned major activities and less-costly, ongoing activities—to expense as incurred. We capitalize interest costs associated with the construction of capital assets and amortize the costs over the assets’ useful lives. Depreciation expense is included in costs of sales; selling, general and administrative expenses; and research and development expenses in the Consolidated Statements of Operations based on the specific categorization and use of the underlying assets being depreciated. We review property, plant and equipment to determine whether an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We base our evaluation on the nature of the assets, the future economic benefit of the assets, and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis. If impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. For purposes of impairment testing of long-lived assets, we have identified asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Generally, our asset groups are based on an individual plant or operating facility level. In some circumstances, however, a combination of plants or operating facilities may be considered the asset group due to interdependence of operational activities and cash flows. 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, 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 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. Actual future results could differ from these estimates. The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a rep orting unit. 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 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 in 2024, 2023, or 2022. Pension and Other Postretirement Benefits Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates, mortality tables, and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect our long-term actual experience and future or near-term outlook. We determine the long-term return on plan assets based on historical portfolio results and management’s expectation of the future economic environment. Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, are amortized over the estimated future working life of the plan participants. 45 Accrued Sales Rebates We grant incentive rebates to participating customers as part of our sales programs. The rebates are determined based on certain targeted sales volumes. Rebates are paid quarterly or annually in either cash or receivables credits. Until we can process these rebates through individual customer records, we estimate the amount of outstanding rebates and recognize them as accrued liabilities and reductions in our gross revenues. We base our estimates on both historical and anticipated sales demand and rebate program participation. We charge revisions to these estimates back to accrued liabilities and revenues in the period in which the facts that give rise to each revision become known. 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, 2024 and 2023 tot aled $ 51.1 million and $ 49.3 million, respectively. Contingent Liabilities We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. A significant amount of judgment and use of estimates is required to quantify our ultimate exposure in these matters. We review the valuation of these liabilities on a quarterly basis, and we adjust the balances to account for changes in circumstances for ongoing and emerging issues. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel, the amounts of which are not currently material. We expense environmental compliance costs, which include maintenance and operating costs with respect to ongoing monitoring programs, as incurred. We evaluate the range of potential costs to remediate environmental sites. The ultimate cost of site clean-up is difficult to predict given the uncertainties of our involvement in certain sites, uncertainties regarding the extent of the required clean-up, the availability of alternative clean-up methods, variations in the interpretation of applicable laws and regulations, the possibility of insurance recoveries with respect to certain sites, and other factors. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Assessments regarding the ultimate cost of lawsuits require judgments concerning matters such as the anticipated outcome of negotiations, the number and cost of pending and future claims, and the impact of evidentiary requirements. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow. Acquisition Accounting We allocate the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the consideration over the amount allocated to the assets and liabilities, if any, is recorded to goodwill. We use all available information to estimate fair values. We typically engage third party valuation specialists to assist in the fair value determination of inventories, tangible long-lived assets, and intangible assets other than goodwill. The carrying values of acquired receivables and accounts payable have historically approximated their fair values as of the acquisition date. As necessary, we may engage third party specialists to assist in the estimation of fair value for certain liabilities, such as postretirement benefit liabilities. We adjust the preliminary acquisition accounting, as necessary, typically up to one year after the acquisition closing date as we obtain more information regarding asset valuations and liabilities assumed. Revenue Recognition We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 3. Cost of Sales Cost of sales includes our total cost of inventory sold during the period, including material, labor, production overhead costs, variable manufacturing costs, and fixed manufacturing costs. Production overhead costs include operating supplies, applicable utility expenses, maintenance costs, and scrap. Variable manufacturing costs include inbound, interplant, and outbound freight, inventory shrinkage, and charges for excess and obsolete inventory. Fixed manufacturing costs include the costs associated with our purchasing, receiving, inspection, warehousing, distribution centers, production and inventory control, and manufacturing management. Cost of sales also includes the costs to provide maintenance and support and other professional services. 46 Shipping and Handling Costs We recognize fees earned on the shipment of product to customers as revenues and recognize costs incurred on the shipment of product to customers as a cost of sales. Selling, General and Administrative Expenses Selling, general and administrative expenses include expenses not directly related to the production of inventory. They include all expenses related to selling and marketing our products, as well as the salary and benefit costs of associates performing the selling and marketing functions. Selling, general and administrative expenses also include salary and benefit costs, purchased services, and other costs related to our executive and administrative functions. Research and Development Costs Research and development costs are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $ 14.0 million, $ 18.8 million, and $ 13.7 million for 2024, 2023, and 2022, respectively. Share-Based Compensation We compensate certain employees and non-employee directors with various forms of share-based payment awards and recognize compensation costs for these awards based on their fair values. We estimate the fair values of certain awards, primarily stock appreciation rights (SARs), on the grant date using the Black-Scholes-Merton option-pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We develop the expected term assumption based on the vesting period and contractual term of an award, our historical exercise and cancellation experience, our stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumption based on historical price data for our common stock. We estimate the fair value of certain restricted stock units with service vesting conditions and performance vesting conditions based on the grant date stock price. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm. After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation cost expected to be recognized in our operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience. Income Taxes Income taxes are provided based on earnings reported for financial statement purposes. The provision for income taxes differs from the amounts currently payable to taxing authorities due to the temporary or permanent timing differences with respect to the recognition of revenues, expenses, and tax attributes for income tax purposes compared to financial statement purposes. Income taxes are provided as if operations in all countries, including the U.S., were stand-alone businesses filing separate tax returns. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. 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 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. Our effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish accruals for uncertain tax positions when we believe that the full amount of the associated tax benefit may not be realized. 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. 47 Recently Adopted Securities and Exchange Commission Rules The Inflation Reduction Act of 2022 imposed a 1% excise tax on the repurchase of more than $1 million of stock by publicly traded US corporations. The excise tax equals 1% of the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year, including stock issued to employees of the corporation. The excise tax applies to repurchases of stock made after December 31, 2022. 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 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. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. 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. See Note 6. Pending Adoption of Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) enhancing the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-09 are applied on a prospective basis, though retrospective application is permitted. We did not early adopt this pronouncement and are in the process of evaluating its impact on our consolidated financial statements and related disclosures. In March 2024, the SEC issued a final 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. Note 3: Revenues 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. Taxes collected from customers and remitted to governmental authorities are not included in our revenues. We do not evaluate a contract for a significant financing component when the time between cash collection and performance is less than one year. The following table presents our revenues disaggregated by major product category (in thousands). 48 Broadband Solutions Automation Solutions Smart Buildings Solutions Total Revenues Year Ended December 31, 2024 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 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 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 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 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 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 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 and delivering complete connection solutions. We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price and recognized when or as each performance obligation is satisfied. Generally, we determine standalone selling price using the prices charged to customers on a standalone basis. Typically, payments are due after control transfers. Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred to the customer, which generally occurs when the product has been shipped or delivered from our facility to our customers, the customer has legal title to the product, and we have a present right to payment for the product. We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive. The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. 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. We adjust other current assets and cost of sales for the estimated level of returns. Adjustments to revenue for performance obligations satisfied in prior periods was not significant during the year ended December 31, 2024. 49 The following table presents estimated and accrued variable consideration: December 31, 2024 December 31, 2023 (In thousands) Accrued rebates included in accrued liabilities $ 51,063 $ 49,255 Accrued returns included in accrued liabilities 15,950 15,570 Price adjustment recognized against gross accounts receivable 29,100 26,005 Depending on the terms of an arrangement, we may defer the recognition of a portion of the consideration received because we must satisfy a future performance obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is recognized when or as the services are performed depending on the terms of the arrangement. Our contract terms for support, maintenance, and professional services normally require payment within one year or less of when the services will be provided. As of December 31, 2024, total deferred revenue was $ 40.1 million, and of this amount, $ 29.8 million is expected to be recognized within the next twelve months, and the remaining $ 10.3 million is long-term and will be recognized over a period greater than twelve months. The following table presents deferred revenue activity (in thousands): Balance at December 31, 2022 $ 33,243 New deferrals 35,157 Acquisitions 104 Revenue recognized ( 37,442 ) Balance at December 31, 2023 $ 31,062 New deferrals 57,133 Revenue recognized ( 48,067 ) Balance at December 31, 2024 $ 40,128 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. We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Total capitalized sales commissions were not material for the years ended December 31, 2024 , 2023, and 2022. 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. Note 4: Acquisitions 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. 50 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: 51 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 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 Smart Infrastructure Solutions segment. The Sichert acquisition was not material to our results of operations. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): 52 Receivables $ 5,093 Inventory 7,590 Other current assets 2,733 Property, plant and equipment 13,135 Intangible assets 44,328 Goodwill 32,243 Deferred income taxes 433 Operating lease right-of-use assets 131 Other long-lived assets 4,559 Total assets acquired $ 110,245 Accounts payable $ 1,907 Accrued liabilities 4,283 Deferred income taxes 6,551 Total liabilities assumed $ 12,741 Net assets $ 97,504 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 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. The goodwill is primarily attributable to the expansion of broadband product offerings in end-to-end solutions. Our tax basis in the acquired goodwill is zero . The intangible assets related to the acquisition consisted of the following: Fair Value Amortization Period (In thousands) (In years) Intangible assets subject to amortization: Customer relationships $ 41,161 20.0 Trademarks 2,184 7.0 Sales backlog 983 0.2 Total intangible assets subject to amortization $ 44,328 Intangible assets not subject to amortization: Goodwill $ 32,243 n/a Total intangible assets not subject to amortization $ 32,243 Total intangible assets $ 76,571 Weighted average amortization period 18.9 The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. 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 53 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, 2024 2023 (In thousands, except per share data) (Unaudited) 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. Note 5: Disposals Tripwire 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 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: January 1 - February 22, 2022 (In thousands) Revenues $ 12,067 Cost of sales ( 3,256 ) Gross profit 8,811 Selling, general and administrative expenses ( 8,185 ) Research and development expenses ( 5,528 ) Amortization of intangible assets ( 638 ) Loss before taxes $ ( 5,540 ) From January 1, 2022 to February 22 , 2022, th e Tripwire disposal group did not have any significant capital expenditures nor non-cash charges for investing activities and recognized share-based compensation expense of $ 0.2 million. 54 Note 6: Operating Segments and Geographic Information We are organized around two global businesses: 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. 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; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; adjustments related to acquisitions and divestitures; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. 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. All goodwill is allocated to reporting units of our segments for purposes of impairment testing. Operating Segment Information Years Ended December 31, 2024 2023 2022 (In thousands) 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 Amortization of intangibles 28,642 20,085 17,595 Amortization of software development intangible assets 12 — 54 Adjustments related to acquisitions and divestitures 3,572 5,359 5,589 Severance, restructuring, and acquisition integration costs 15,165 11,221 9,200 55 Years Ended December 31, 2024 2023 2022 (In thousands) 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 Amortization of intangibles 20,152 20,290 20,265 Amortization of software development intangible assets 10,552 7,692 3,821 Adjustments related to acquisitions and divestitures 1,192 818 2,244 Severance, restructuring, and acquisition integration costs 7,649 13,931 7,485 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 Amortization of intangibles 48,794 40,375 37,860 Amortization of software development intangible assets 10,564 7,692 3,875 Adjustments related to acquisitions and divestitures 4,764 6,177 7,833 Severance, restructuring, and acquisition integration costs 22,814 25,152 16,685 56 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. Years Ended December 31, 2024 2023 2022 (In thousands) Total segment and consolidated revenues $ 2,460,979 $ 2,512,084 $ 2,606,485 Total Segment EBITDA $ 409,858 $ 436,435 $ 438,596 Depreciation expense ( 56,383 ) ( 51,379 ) ( 46,669 ) Amortization of intangibles ( 48,794 ) ( 40,375 ) ( 37,860 ) Severance, restructuring, and acquisition integration costs (1) ( 22,814 ) ( 25,152 ) ( 16,685 ) Amortization of software development intangible assets ( 10,564 ) ( 7,692 ) ( 3,875 ) Adjustments related to acquisitions and divestitures (2) ( 4,764 ) ( 6,177 ) ( 7,833 ) Gain on sale of assets (3) — 12,056 37,891 Eliminations ( 79 ) ( 198 ) ( 231 ) Consolidated operating income 266,460 317,518 363,334 Interest expense, net ( 38,303 ) ( 33,625 ) ( 43,554 ) Loss on debt extinguishment — — ( 6,392 ) 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 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. 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. See Note 11, Property, Plant, and Equipment , for details. Below are reconciliations of other segment measures to the consolidated totals. Years Ended December 31, 2024 2023 2022 (In thousands) Total segment assets $ 1,446,976 $ 1,364,582 $ 1,270,888 Cash and cash equivalents 370,302 597,044 687,676 Goodwill 1,018,677 907,331 862,253 Intangible assets, less accumulated amortization 419,074 269,144 246,830 Deferred income taxes 16,353 15,739 14,642 Corporate assets 56,556 86,351 79,386 Total assets $ 3,327,938 $ 3,240,191 $ 3,161,675 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 The Company attributes foreign sales based on the location of the customer purchasing the product. The table below summarizes net sales and long-lived assets for the years ended December 31, 2024, 2023, and 2022 for the following countries: U.S., Canada, China, and Germany. No other individual foreign country’s net sales or long-lived assets are material to the Company. 57 United States Canada China Germany All Other Total (In thousands, except percentages) Year ended December 31, 2024 Revenues $ 1,392,262 $ 160,012 $ 92,108 $ 118,256 $ 698,341 $ 2,460,979 Percent of total revenues 57 % 6 % 4 % 5 % 28 % 100 % Long-lived assets $ 290,282 $ 13,799 $ 38,622 $ 62,170 $ 154,180 $ 559,053 Year ended December 31, 2023 Revenues $ 1,383,212 $ 169,122 $ 104,718 $ 134,130 $ 720,902 $ 2,512,084 Percent of total revenues 55 % 7 % 4 % 5 % 29 % 100 % Long-lived assets $ 230,267 $ 13,355 $ 45,326 $ 67,758 $ 144,606 $ 501,312 Year ended December 31, 2022 Revenues $ 1,448,247 $ 188,013 $ 126,904 $ 131,485 $ 711,836 $ 2,606,485 Percent of total revenues 56 % 7 % 5 % 5 % 27 % 100 % Long-lived assets $ 203,070 $ 12,805 $ 45,866 $ 44,061 $ 122,565 $ 428,367 Major Customer 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. Note 7: Noncontrolling Interest During 2023, we sold our 51 % ownership interest in Shanghai Hi-Tech Control System Co, Ltd to (Hite) for $ 0.9 million and recognized a $ 0.4 million pretax gain on sale. The sale also includes $ 0.6 million of potential earnout payments. The joint venture developed and provided certain Automation Solutions products and integrated solutions to customers in China. The joint venture was determined to not have sufficient equity at risk; therefore, it was considered a variable interest entity. As Belden was the primary beneficiary of the joint venture, due to both our ownership percentage and control over the activities of the joint venture, we consolidated the joint venture in our financial statements and presented the results of the joint venture attributable to Hite’s ownership as net income attributable to noncontrolling interest in the Consolidated Statements of Operations up to April 28, 2023 when we sold and deconsolidated the entity. The joint venture was not material to our consolidated financial statements as of or for the years ended December 31, 2023 or 2022. 58 Note 8: Income Per Share The following table presents the basis of the income per share computations: Years Ended December 31, 2024 2023 2022 (In thousands) Numerator: Income from continuing operations $ 198,414 $ 242,556 $ 267,748 Less: Net income (loss) attributable to noncontrolling interest ( 19 ) ( 203 ) 159 Income from continuing operations attributable to Belden common stockholders 198,433 242,759 267,589 Add: Loss from discontinued operations, net of tax — — ( 3,685 ) Add: Loss on disposal of discontinued operations, net of tax — — ( 9,241 ) Net income attributable to Belden common stockholders $ 198,433 $ 242,759 $ 254,663 Denominator: Weighted average shares outstanding, basic 40,694 42,237 43,845 Effect of dilutive common stock equivalents 605 622 692 Weighted average shares outstanding, diluted 41,299 42,859 44,537 Basic weighted average shares outstanding is used to calculate diluted loss per share when the numerator is a loss because using diluted weighted average shares outstanding would be anti-dilutive. For the years ended December 31, 2024, 2023, and 2022, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million, 0.2 million, and 0.8 million, respectively, because they are anti-dilutive. In addition, for the years ended December 31, 2024, 2023, and 2022, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million, 0.3 million, and 0.2 million, respectively, because the related performance conditions have not been satisfied. For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock. For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately. Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding. Note 9: Credit Losses We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of accounts receivable that may not be collected is based upon the aging of accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other information that is reasonably available. 59 The following table presents the activity in the allowance for doubtful accounts for the years ended December 31, 2024 and 2023 (in thousands). Balance at December 31, 2022 $ 7,954 Current period provision 16,167 Recoveries collected ( 861 ) Write-offs ( 154 ) Currency impact 8 Balance at December 31, 2023 $ 23,114 Current period provision 3,198 Recoveries collected ( 677 ) Write-offs ( 167 ) Currency impact ( 211 ) Balance at December 31, 2024 $ 25,257 Note 10: Inventories The major classes of inventories were as follows: December 31, 2024 2023 (In thousands) Raw materials $ 187,530 $ 185,233 Work-in-process 40,442 41,197 Finished goods 186,237 208,425 Gross inventories 414,209 434,855 Excess and obsolete reserves ( 71,110 ) ( 67,868 ) Net inventories $ 343,099 $ 366,987 Note 11: Property, Plant and Equipment The carrying values of property, plant and equipment were as follows: December 31, 2024 2023 (In thousands) Land and land improvements $ 24,841 $ 27,627 Buildings and leasehold improvements 125,292 108,960 Machinery and equipment 687,430 666,527 Computer equipment and software 145,281 132,668 Construction in process 174,811 157,056 Gross property, plant and equipment 1,157,655 1,092,838 Accumulated depreciation ( 662,030 ) ( 641,769 ) Net property, plant and equipment $ 495,625 $ 451,069 Depreciation Expense We recognized depreciation expense in income from continuing operations of $ 56.4 million, $ 51.4 million, and $ 46.7 million in 2024, 2023, and 2022, respectively. Gain on Sale of Assets 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 Automation Solutions segment. 60 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 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 . Note 12: Leases We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and certain equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the lease for a period of up to 15 years and some include options to terminate the leases within 1 year. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Our lease agreements do not contain material residual value guarantees, and our variable lease payments were $ 3.5 million and $ 3.1 million during the years ended December 31, 2024 and 2023, respectively. We have entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on our balance sheet as of December 31, 2024 or 2023 , and the rent expense for short-term leases was not material. We have certain property and equipment lease contracts that may contain lease and non-lease components, and we have elected to utilize the practical expedient to account for these components together as a single combined lease component. As the rate implicit in most of our leases is not readily determinable, we use the incremental borrowing rate to determine the present value of the lease payments, which is unique to each leased asset and is based upon the term, commencement date, location, and local currency of the leased asset as well as the credit rating of the legal entity leasing the asset. The components of lease expense were as follows: Years Ended December 31, 2024 2023 2022 (In thousands) Operating lease cost $ 27,751 $ 22,562 $ 21,420 Finance lease cost Amortization of right-of-use asset $ 997 $ 780 $ 878 Interest on lease liabilities 571 330 258 Total finance lease cost $ 1,568 $ 1,110 $ 1,136 Supplemental cash flow information related to leases was as follows: Years Ended December 31, 2024 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 22,175 $ 19,080 $ 18,338 Operating and financing cash flows from finance leases were not material for the years ended December 31, 2024, 2023 and 2022. 61 Supplemental balance sheet information related to leases was as follows: December 31, 2024 2023 (In thousands, except lease term and discount rate) Operating leases: Total operating lease right-of-use assets $ 118,551 $ 89,686 Accrued liabilities $ 19,437 $ 18,226 Long-term operating lease liabilities 100,049 74,941 Total operating lease liabilities $ 119,486 $ 93,167 Finance leases: Other long-lived assets, at cost $ 12,257 $ 6,560 Accumulated depreciation ( 2,322 ) ( 1,347 ) Other long-lived assets, net $ 9,935 $ 5,213 Accrued liabilities $ 1,648 $ 719 Other long-term liabilities 8,845 6,084 Total finance lease liabilities $ 10,493 $ 6,803 Weighted Average Remaining Lease Term Operating leases 10 years 6 years Finance leases 6 years 9 years Weighted Average Discount Rate Operating leases 6.2 % 5.0 % Finance leases 4.8 % 4.3 % The following table summarizes maturities of lease liabilities as of December 31, 2024 (in thousands): 2025 $ 28,148 2026 25,596 2027 16,739 2028 14,947 2029 12,820 Thereafter 80,017 Total $ 178,267 The following table summarizes maturities of lease liabilities as of December 31, 2023 (in thousands): 2024 $ 18,664 2025 18,173 2026 16,527 2027 9,074 2028 7,350 Thereafter 28,068 Total $ 97,856 62 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 that we continually reassess on an ongoing basis. We will update the estimated liability balance for changes in assumptions as needed. Note 13: Intangible Assets The carrying values of intangible assets were as follows: December 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) (In thousands) Goodwill $ 1,018,677 $ — $ 1,018,677 $ 907,331 $ — $ 907,331 Definite-lived intangible assets subject to amortization: Developed technology $ 341,303 $ ( 247,904 ) $ 93,399 $ 300,240 $ ( 219,210 ) $ 81,030 Customer relationships 454,298 ( 164,279 ) 290,019 296,616 ( 145,739 ) 150,877 Trademarks 72,804 ( 41,733 ) 31,071 43,862 ( 35,089 ) 8,773 Backlog 14,170 ( 13,705 ) 465 14,847 ( 13,483 ) 1,364 In-service research and development 5,000 ( 5,000 ) — 5,000 ( 5,000 ) — Non-compete agreements 5,265 ( 1,145 ) 4,120 810 ( 710 ) 100 Total intangible assets subject to amortization $ 892,840 $ ( 473,766 ) $ 419,074 $ 661,375 $ ( 419,231 ) $ 242,144 Indefinite-lived intangible assets not subject to amortization: Trademarks $ — $ — $ — $ 27,000 $ — $ 27,000 Total intangible assets not subject to amortization $ — $ — $ — $ 27,000 $ — $ 27,000 Intangible assets $ 892,840 $ ( 473,766 ) $ 419,074 $ 688,375 $ ( 419,231 ) $ 269,144 Segment Allocation of Goodwill and Trademarks The changes in the carrying amount of goodwill assigned to reporting units in our reportable segments are as follows: Smart Infrastructure Solutions Automation Solutions Consolidated (In thousands) Balance at December 31, 2022 $ 477,834 $ 384,419 $ 862,253 Acquisitions 32,243 5,816 38,059 Translation impact 1,447 5,572 7,019 Balance at December 31, 2023 $ 511,524 $ 395,807 $ 907,331 Acquisitions 120,962 2,620 123,582 Translation impact ( 3,128 ) ( 9,108 ) ( 12,236 ) Balance at December 31, 2024 $ 629,358 $ 389,319 $ 1,018,677 63 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 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 or indefinite-lived intangible asset impairment in 2023 or 2022. Amortization Expense We recognized amortization expense in income from continuing operations of $ 59.4 million, $ 48.1 million, and $ 41.7 million in 2024, 2023, an d 2022, respectively. 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. Note 14: Accrued Liabilities The carrying values of accrued liabilities were as follows: December 31, 2024 2023 (In thousands) Wages, severance and related taxes $ 79,479 $ 71,880 Accrued rebates 51,063 49,255 Employee benefits 26,101 27,487 Deferred revenue 29,781 23,718 Lease liabilities 21,085 18,945 Accrued interest 17,628 18,774 Other (individual items less than 5% of total current liabilities) 81,843 80,230 Accrued liabilities $ 306,980 $ 290,289 64 Note 15: Restructuring Activities During 2024, 2023 and 2022, we incurred costs related to the programs described below. We also incurred costs related to other individually insignificant programs. Productivity Initiative Program We initiated a productivity program in response to weaker economic conditions experienced in the second half of 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 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 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: Severance Restructuring and Integration Costs Total Costs (In thousands) Year Ended December 31, 2024 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 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 Smart Infrastructure Solutions $ 1,070 $ 7,060 $ 8,130 Automation Solutions 493 7,847 8,340 Total $ 1,563 $ 14,907 $ 16,470 The restructuring and integration costs incurred during 2024, 2023, and 2022 primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days. The following table summarizes the costs of the programs described above by financial statement line item in the Consolidated Statement of Operations: 65 Years Ended December 31, 2024 2023 2022 (In thousands) Cost of sales $ 1,318 $ 1,667 $ 10,060 Selling, general and administrative expenses 15,375 15,362 6,410 Research and development expenses 127 1,625 — Total $ 16,820 $ 18,654 $ 16,470 Accrued Severance 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 $ — New charges 8,254 Cash payments ( 3,151 ) Foreign currency translation 68 Other adjustments ( 161 ) 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 Note 16: Long-Term Debt and Other Borrowing Arrangements The carrying values of our long-term debt and other borrowing arrangements were as follows: December 31, 2024 2023 (In thousands) Revolving credit agreement due 2026 $ — $ — Senior subordinated notes: 3.375 % Senior subordinated notes due 2027 465,795 497,025 3.875 % Senior subordinated notes due 2028 362,285 386,575 3.375 % Senior subordinated notes due 2031 310,530 331,350 Total senior subordinated notes 1,138,610 1,214,950 Less unamortized debt issuance costs ( 8,509 ) ( 10,739 ) Long-term debt $ 1,130,101 $ 1,204,211 Revolving Credit Agreement due 2026 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. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the United States, Canada, Germany, the United Kingdom and the Netherlands. Interest on outstanding borrowings is variable, based upon SOFR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25 %- 1.75 %, depending upon our leverage position. 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 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. As of December 31, 2024, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 282.4 million. 66 Senior Subordinated Notes We have outstanding € 450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of December 31, 2024 is $ 465.8 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year. We have outstanding € 350.0 million aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of December 31, 2024 is $ 362.3 million. The 2 028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 2031 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 guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year. 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. The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. 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. We had outstanding € 200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes). In 2022, we repurchased the full € 200.0 million 2026 Notes outstanding for cash consideration of € 204.1 million ($ 227.9 million), including a redemption premium, and recognized a $ 6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. Fair Value of Long-Term Debt The fair value of our senior subordinated notes as of December 31, 2024 was approximately $ 1,126.6 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $ 1,138.6 million as of December 31, 2024. Redemption Prices The senior subordinated notes due 2027 and 2028 were redeemable after July 15, 2022 and March 15, 2023, respectively, and the senior subordinated notes due 2031 are redeemable after July 15, 2026 at the following redemption prices as a percentage of the face amount of the notes: Senior Subordinated Notes due 2027 2028 2031 Year Percentage Year Percentage Year Percentage 2022 101.688 % 2023 101.938 % 2026 101.688 % 2023 101.125 % 2024 101.292 % 2027 100.844 % 2024 100.563 % 2025 100.646 % 2028 100.422 % 2025 and thereafter 100.000 % 2026 and thereafter 100.000 % 2029 and thereafter 100.000 % 67 Maturities Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2024 are as follows (in thousands): 2025 $ — 2026 — 2027 465,795 2028 362,285 2029 — Thereafter 310,530 $ 1,138,610 Note 17: Net Investment Hedge All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of December 31, 2024, € 567.8 million of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations. The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in the euro exchange rate. The transaction gain or loss is reported in the translation adjustment section of other comprehensive income. For the 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. Note 18: Income Taxes Years Ended December 31, 2024 2023 2022 (in thousands) Income from continuing operations before taxes: United States operations $ 74,850 $ 86,805 $ 97,900 Foreign operations 153,092 198,951 219,493 Income from continuing operations before taxes $ 227,942 $ 285,756 $ 317,393 Income tax expense (benefit): Currently payable United States federal $ 29,589 $ 34,091 $ 34,310 United States state and local 1,573 3,900 4,801 Foreign 14,320 18,166 6,677 45,482 56,157 45,788 Deferred United States federal ( 6,342 ) ( 7,497 ) ( 446 ) United States state and local ( 1,041 ) ( 623 ) ( 50 ) Foreign ( 8,571 ) ( 4,837 ) 4,353 ( 15,954 ) ( 12,957 ) 3,857 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 $ 2.5 million in 2022. 68 Years Ended December 31, 2024 2023 2022 Effective income tax rate reconciliation from continuing operations: United States federal statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes ( 0.2 )% 0.8 % 1.2 % Impact of change in tax contingencies 3.8 % 0.3 % 0.1 % Foreign income tax rate differences ( 11.6 )% ( 10.5 )% ( 10.9 )% Impact of change in deferred tax asset valuation allowance ( 0.5 )% 0.5 % ( 2.5 )% Domestic permanent differences and tax credits ( 0.5 )% 2.9 % 6.3 % Impact of share-based compensation 1.0 % 0.1 % 0.4 % 13.0 % 15.1 % 15.6 % In 2024, the most significant difference between the U.S. 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 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. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. However, it is our intent to permanently reinvest the earnings of our non-U.S. subsidiaries in those operations and for continued non-U.S. growth opportunities. The components of deferred income taxes were as follows: December 31, 2024 2023 (In thousands) Components of deferred income tax balances: Deferred income tax liabilities: Plant, equipment, and intangibles $ ( 136,386 ) $ ( 98,112 ) Right of use asset ( 31,603 ) ( 21,440 ) ( 167,989 ) ( 119,552 ) Deferred income tax assets: 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 ) 107,008 85,819 Net deferred income tax liability $ ( 60,981 ) $ ( 33,733 ) 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. Unless otherwise utilized, net operating loss carryforwards will expire upon the filing of the tax returns for the following respective years: $ 9.1 million between 2025 and 2027 and $ 36.5 million between 2028 and 2043. Net operating loss with an indefinite carryforward period total $ 46.4 million. Of the $ 92.0 million in net operating loss carryforwards, we have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $ 34.8 million of these net operating loss carryforwards within their respective expiration periods. A valuation allowance has been recorded on the remaining portion of the net operating loss carryforwards. 69 Unless otherwise utilized, tax credit carryforwards of $ 15.1 million will expire as follows: $ 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. We have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $ 11.8 million of these tax credit carryforwards within their respective expiration periods. A valuation allowance has been recorded on the remaining portion of the tax credit carryforwards. Unless otherwise utilized, of the $ 395.7 million in gross capital loss carryforwards, $ 351.5 million will expire between 2025 and 2029 and the remaining $ 44.2 million have an indefinite carryforward period. A full valuation allowance has been recorded as we do not expect to be able to utilize the capital losses. The following tables summarize our net operating loss carryforwards and tax credit carryforwards as of December 31, 2024 by jurisdiction: Net Operating Loss Carryforwards (In thousands) United States - Federal and various states $ 39,265 Germany 19,369 United Kingdom 17,771 Other 8,070 Australia 7,501 Total $ 91,976 Tax Credit Carryforwards (In thousands) United States $ 13,039 Belgium 2,046 Total $ 15,085 In 2024, we recognized a net $ 8.5 million increase to reserves for uncertain tax positions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: 2024 2023 (In thousands) Balance at beginning of year $ 7,143 $ 6,180 Additions for tax positions of prior years 9,354 605 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 The balance of $ 15.7 million at December 31, 2024 reflects tax positions that, if recognized, would impact our effective tax rate. Our practice is to recognize interest and penalties related to uncertain tax positions in interest expense and operating expenses, respectively. 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. Our state and foreign income tax returns for the tax years 2014 and later remain subject to examination by various state and foreign tax authorities. 70 Note 19: Pension and Other Postretirement Benefits We sponsor defined benefit pension plans and defined contribution plans that cover substantially all employees in Canada, the Netherlands, Switzerland, the United Kingdom, the U.S., Belgium and certain employees in Germany. Certain defined benefit plans in the United Kingdom are frozen and additional benefits are not being earned by the participants. The U.S. defined benefit pension plan is closed to new entrants. Annual contributions to retirement plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the funded pension plans we sponsor are maintained in various trusts and are invested primarily in equity and fixed income securities. Benefits provided to employees under defined contribution plans include cash and stock contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation. Defined contribution expense for 2024, 2023, and 2022 w as $ 14.4 million , $ 14.0 million, and $ 13.4 million, respectively. We sponsor unfunded postretirement medical and life insurance benefit plans for certain employees in Canada and the U.S. The medical benefit portion of the U.S. plan is only for employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits. The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets as well as a statement of the funded status and balance sheet reporting for these plans. Pension Benefits Other Benefits Years Ended December 31, 2024 2023 2024 2023 (In thousands) Change in benefit obligation: Benefit obligation, beginning of year $ ( 342,759 ) $ ( 317,424 ) $ ( 21,312 ) $ ( 19,944 ) Service cost ( 3,131 ) ( 2,632 ) ( 39 ) ( 11 ) Interest cost ( 14,759 ) ( 15,237 ) ( 949 ) ( 1,012 ) Participant contributions ( 424 ) ( 435 ) ( 3 ) ( 3 ) Actuarial gain (loss) 25,815 ( 16,231 ) ( 175 ) ( 1,179 ) Settlements 8,338 2,987 — — Plan amendments 104 — — — Foreign currency exchange rate changes 7,681 ( 12,427 ) 1,549 ( 492 ) Benefits paid 15,706 18,640 1,405 1,329 Benefit obligation, end of year $ ( 303,429 ) $ ( 342,759 ) $ ( 19,524 ) $ ( 21,312 ) 71 Pension Benefits Other Benefits Years Ended December 31, 2024 2023 2024 2023 (In thousands) Change in plan assets: Fair value of plan assets, beginning of year $ 301,378 $ 281,332 $ — $ — Actual return on plan assets 641 21,141 — — Employer contributions 10,427 8,432 1,402 1,326 Plan participant contributions 424 435 3 3 Settlements ( 8,292 ) ( 2,987 ) — — Foreign currency exchange rate changes ( 5,696 ) 11,665 — — Benefits paid ( 15,706 ) ( 18,640 ) ( 1,405 ) ( 1,329 ) Fair value of plan assets, end of year $ 283,176 $ 301,378 $ — $ — Funded status, end of year $ ( 20,253 ) $ ( 41,381 ) $ ( 19,524 ) $ ( 21,312 ) Amounts recognized in the balance sheets: Prepaid benefit cost $ 27,842 $ 16,358 $ — $ — Accrued benefit liability, current ( 2,969 ) ( 3,051 ) ( 1,390 ) ( 1,427 ) Accrued benefit liability, noncurrent ( 45,126 ) ( 54,688 ) ( 18,134 ) ( 19,885 ) Net funded status $ ( 20,253 ) $ ( 41,381 ) $ ( 19,524 ) $ ( 21,312 ) 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 $ 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. The following table provides the components of net periodic benefit costs for the plans. Pension Benefits Other Benefits Years Ended December 31, 2024 2023 2022 2024 2023 2022 (In thousands) Components of net periodic benefit cost: Service cost $ 3,131 $ 2,632 $ 3,491 $ 39 $ 11 $ 24 Interest cost 14,759 15,237 9,248 949 1,012 761 Expected return on plan assets ( 16,299 ) ( 16,512 ) ( 16,023 ) — — — Amortization of prior service cost 180 176 174 — — — Settlement loss (gain) 1,147 ( 101 ) 1,189 — — — 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 $ 1.1 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. 72 The following table presents the assumptions used in determining the benefit obligations and the net periodic benefit cost amounts. Pension Benefits Other Benefits Years Ended December 31, Years Ended December 31, 2024 2023 2024 2023 Weighted average assumptions for benefit obligations at year end: Discount rate 5.1 % 4.5 % 4.7 % 4.7 % Salary increase 3.2 % 3.2 % N/A N/A Cash balance interest credit rate 4.4 % 4.4 % N/A N/A Weighted average assumptions for net periodic cost for the year: Discount rate 4.5 % 4.9 % 4.7 % 5.2 % Salary increase 3.2 % 3.2 % N/A N/A Cash balance interest credit rate 4.4 % 4.5 % N/A N/A Expected return on assets 5.2 % 5.2 % N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for next year N/A N/A 5.1 % 5.2 % Rate that the cost trend rate gradually declines to N/A N/A 4.6 % 4.6 % Year that the rate reaches the rate it is assumed to remain at N/A N/A 2028 2028 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. 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 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. Plan assets are invested using a total return investment approach whereby a mix of equity securities and fixed income securities are used to preserve asset values, diversify risk, and achieve our target investment return benchmark. Investment strategies and asset allocations are based on consideration of the plan liabilities, the plan’s funded status, and our financial condition. Investment performance and asset allocation are measured and monitored on an ongoing basis. Plan assets are managed in a balanced portfolio comprised of two major components: an asset growth portion and an asset protection portion. The expected role of asset growth investments is to maximize the long-term real growth of assets, while the role of asset protection investments is to generate current income, provide for more stable periodic returns, and provide some protection against a permanent loss of capital. Absent regulatory or statutory limitations, the target asset allocation for the investment of the assets for our ongoing pension plans is 45 - 50 % in asset protection investments and 50 - 55 % in asset growth investments and for our pension plans where the majority of the participants are in payment or terminated vested status is 80 - 95 % in asset protection investments and 5 - 20 % in asset growth investments. Asset growth investments include a diversified mix of U.S. and international equity, primarily invested through investment funds. Asset protection investments include government securities and investment grade corporate bonds, primarily invested through investment funds and group insurance contracts. We develop our expected long-term rate of return assumptions based on the historical rates of returns for securities and instruments of the type in which our plans invest. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the invested assets and future assets to be invested to provide for the benefits included in the projected benefit obligation. We use historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption based on an analysis of historical and forward looking returns considering the plan’s actual and target asset mix. 73 The following table presents the fair values of the pension plan assets by asset category. December 31, 2024 December 31, 2023 Fair Market Value at December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Investments Measured at Net Asset Value Fair Market Value at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Investments Measured at Net Asset Value (In thousands) (In thousands) Asset Category: Equity securities(a) U.S. equities fund $ 40,260 $ — $ — $ 40,260 $ 34,966 $ — $ — $ 34,966 Non-U.S. equities fund 37,321 — — 37,321 35,939 — — 35,939 Debt securities(b) Government bond fund 63,502 — — 63,502 77,480 — — 77,480 Corporate bond fund 62,950 — — 62,950 62,456 — — 62,456 Fixed income fund(c) 20,348 — — 20,348 22,673 — — 22,673 Liability driven investment fund(d) 43,354 — — 43,354 51,412 — — 51,412 Other investments(e) 7,382 — — 7,382 9,565 — — 9,565 Cash and equivalents 8,059 3,404 — 4,655 6,887 2,662 — 4,225 Total $ 283,176 $ 3,404 $ — $ 279,772 $ 301,378 $ 2,662 $ — $ 298,716 (a) This category includes investments in actively managed and indexed investment funds that invest in a diversified pool of equity securities of companies located in the U.S., Canada, Western Europe and other developed countries throughout the world. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. Equity securities held in separate accounts are valued based on observable quoted prices on active exchanges. (b) This category includes investments in investment funds that invest in U.S. treasuries; other national, state and local government bonds; and corporate bonds of highly rated companies from diversified industries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (c) This category includes guaranteed insurance contracts and annuity policies. (d) This category includes investments in funds that are designed to provide leveraged exposure to changes in interest rates. The fund purchases shares of funds that invest in government bonds, debt repurchase agreements, total return swaps and interest rate swaps. (e) This category includes investments in hedge funds that pursue multiple strategies in order to provide diversification and balance risk/return objectives, real estate funds, and private equity funds. The plans do not invest in individual securities. All investments are through well diversified investment funds. As a result, there are no significant concentrations of risk within the plan assets. The following table reflects the benefits as of December 31, 2024 expected to be paid in each of the next five years and in the aggregate for the five years thereafter from our pension and other postretirement plans. Because our other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from our own assets. Because our pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans. 74 Pension Plans Other Plans (In thousands) 2025 $ 20,449 $ 1,424 2026 20,417 1,409 2027 20,756 1,401 2028 23,151 1,405 2029 22,820 1,397 2029-2033 103,486 6,892 Total $ 211,079 $ 13,928 We anticipate contributing $ 7.6 million and $ 1.4 million to our pension and other postretirement plans, respectively, during 2025. The pre-tax amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2024 and the changes in these amounts during the year ended December 31, 2024 are as follows. Pension Benefits Other Benefits (In thousands) Components of accumulated other comprehensive loss: Net actuarial loss (gain) $ 13,120 $ ( 4,398 ) Net prior service cost 1,831 — $ 14,951 $ ( 4,398 ) Pension Benefits Other Benefits (In thousands) Changes in accumulated other comprehensive loss: Net actuarial loss (gain), beginning of year $ 24,298 $ ( 5,322 ) Amortization of actuarial gain 110 411 Actuarial loss (gain) ( 25,815 ) 175 Asset loss 15,658 — Settlement loss recognized ( 1,147 ) — Currency impact 16 338 Net actuarial loss (gain), end of year $ 13,120 $ ( 4,398 ) Prior service cost, beginning of year $ 2,148 $ — Amortization of prior service cost ( 180 ) — Prior service credit occurring during the year ( 104 ) — Currency impact ( 33 ) — Prior service cost, end of year $ 1,831 $ — 75 Note 20: Comprehensive Income and Accumulated Other Comprehensive Income (Loss) The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows: Foreign Currency Translation Component Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Income (Loss) (In thousands) Balance at December 31, 2022 $ ( 1,944 ) $ ( 3,927 ) $ ( 5,871 ) Other comprehensive loss attributable to Belden before reclassifications ( 24,431 ) ( 9,696 ) ( 34,127 ) Amounts reclassified from accumulated other comprehensive income ( 139 ) ( 1,142 ) ( 1,281 ) Net current period other comprehensive loss attributable to Belden ( 24,570 ) ( 10,838 ) ( 35,408 ) Balance at December 31, 2023 $ ( 26,514 ) $ ( 14,765 ) $ ( 41,279 ) 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): Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands) Amortization of pension and other postretirement benefit plan items: Actuarial gains $ ( 521 ) (1) Prior service cost 180 (1) Total before tax ( 341 ) Tax expense 81 Total net of tax $ ( 260 ) (1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 19). Note 21: Share-Based Compensation Compensation cost included in income from continuing operations, primarily selling, general and administrative expense, and the income tax benefit recognized for our share-based compensation arrangements is included below: Years Ended December 31, 2024 2023 2022 (In thousands) Total share-based compensation cost $ 27,532 $ 21,024 $ 23,454 Income tax benefit 6,553 5,004 5,582 76 We currently have outstanding stock appreciation rights (SARs), restricted stock units with service vesting conditions, restricted stock units with performance vesting conditions, and restricted stock units with market conditions. We grant SARs with an exercise price equal to the closing market price of our common stock on the grant date. 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. Restricted stock units with service conditions generally vest 3 - 5 years from the grant date. Restricted stock units issued based on the attainment of the performance conditions generally vest on the second or third anniversary of their grant date. Restricted stock units issued based on the attainment of market conditions generally vest on the third anniversary of their grant date. 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. Expected volatility is based on historical volatility, and expected term is based on historical exercise patterns of SAR holders. The fair value of restricted stock units with service vesting conditions or performance vesting conditions is the closing market price of our common stock on the date of grant. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm. Compensation costs for awards with service conditions are amortized to expense using the straight-line method. 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, 2024 2023 2022 (In thousands, except weighted average fair value and assumptions) 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 expense (benefit) from SARs exercised ( 420 ) 660 678 Weighted-average fair value of restricted stock units granted 89.98 95.32 61.61 Total fair value of restricted stock units vested 14,031 19,821 16,830 Expected volatility 38.88 % 43.45 % 43.00 % Expected term (in years) 2.9 5.7 5.6 Risk-free rate 4.40 % 4.26 % 1.89 % Dividend yield 0.25 % 0.23 % 0.37 % Stock Appreciation Rights Restricted Stock Units Number Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Number Weighted- Average Grant-Date Fair Value (In thousands, except exercise prices, fair values, and contractual terms) Outstanding at January 1, 2024 413 $ 64.97 6.6 $ 6,220 699 $ 71.95 Granted — — 467 89.98 Exercised or converted ( 143 ) 61.94 ( 254 ) 55.18 Forfeited or expired ( 7 ) 77.60 ( 21 ) 76.74 Outstanding at December 31, 2024 263 $ 66.29 6.5 $ 12,199 891 $ 83.35 Exercisable or convertible at December 31, 2024 167 $ 60.66 5.7 $ 8,696 At December 31, 2024, the total unrecognized compensation cost related to all nonvested awards was $ 32.9 million. That cost is expected to be recognized over a weighted-average period of 1.9 years. Historically, we have issued treasury shares, if available, to satisfy award c onversions and exercises. Note 22: Share Repurchases 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. 77 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 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. This share repurchase authorization does not have an expiration date. Note 23: Market Concentrations and Risks Concentrations of Credit We sell our products to many customers in several markets across multiple geographic areas. 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 At December 31, 2024, we were committed to purchase approximately 3.5 million pounds of copper at an aggregate fixed cost of $ 15.0 million. At December 31, 2024, this fixed cost was $ 1.1 million greater than the market cost that would be incurred on a spot purchase of the same amount of copper. The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange. Labor Approximately 26 % of our labor force is covered by collective bargaining agreements at various locations around the world, and we expect to renegotiate these agreements during 2025. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, and debt instruments. The carrying amounts of cash and cash equivalents, trade receivables, and trade payables at December 31, 2024 are considered representative of their respective fair values. The fair value of our senior subordinated notes at December 31, 2024 and 2023 was approximately $ 1,126.6 million and $ 1,141.8 million, respectively, based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $ 1,138.6 million and $ 1,215.0 million as of December 31, 2024 and 2023, respectively. Note 24: Contingent Liabilities General Various claims are asserted against us in the ordinary course of business including those pertaining to income tax examinations, product liability, customer, employment, vendor, and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, operating results, or cash flow. Letters of Credit, Guarantees and Bonds 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. Note 25: Supplemental Cash Flow Information Supplemental cash flow information is as follows: Years Ended December 31, 2024 2023 2022 (In thousands) Income tax refunds received $ 25,785 $ 6,680 $ 16,480 Income taxes paid ( 71,133 ) ( 62,367 ) ( 71,255 ) Interest paid ( 42,402 ) ( 42,105 ) ( 45,168 ) 78 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.