What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-01 compared with 2024-10-31 · 144 added, 224 removed, 491 unchanged (43% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

(In thousands)

28 unchanged sentences

Treasury stock ( 803,828 ) ( 718,026 )

Total Belden stockholders’ equity 1,235,211 1,166,257

Noncontrolling interests 28 45

Total stockholders’ equity 1,222,507 1,294,736

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands, except per share data)

5 unchanged sentences

Amortization of intangibles ( 13,275 ) ( 10,809 )

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

Operating income 72,626 53,020

Interest expense, net ( 10,104 ) ( 7,582 )

Non-operating pension benefit 286 328 747 1,462

Non-operating pension benefit (cost) ( 441 ) 231

Income before taxes 62,081 45,669

12 unchanged sentences

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

Nine Months Ended

September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

4 unchanged sentences

Share-based compensation 7,776 6,397

Gain on sale of assets — ( 12,056 )

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

8 unchanged sentences

Cash flows from investing activities:

Cash used for business acquisitions, net of cash acquired ( 295,591 ) ( 106,712 )

Capital expenditures ( 32,202 ) ( 24,250 )

Proceeds from disposal of tangible assets 106 60

Proceeds from disposal of businesses, net of cash sold — 9,300

Cash from business acquisitions 7,918 —

Net cash used for investing activities ( 24,178 ) ( 24,190 )

13 unchanged sentences

Additional Accumulated

Other Non-controlling

Common Stock Paid-In Retained Treasury Stock Comprehensive

Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total

Shares Amount Capital Earnings Shares Amount Loss Total

(In thousands)

Balance at December 31, 2024 50,335 $ 503 $ 839,755 $ 1,176,036 ( 10,124 ) $ ( 718,026 ) $ ( 3,532 ) $ 1,294,736

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

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

Common stock issuance — — 477 — 48 2,675 — — 3,152

Retirement Savings Plan stock contributions — — 641 — 22 1,187 — — 1,828

Exercise of stock options, net of tax withholding forfeitures — — ( 483 ) — 8 99 — — ( 384 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 10,991 ) — 138 3,454 — — ( 7,537 )

Share repurchase program, net of excise tax — — — — ( 675 ) ( 58,270 ) — — ( 58,270 )

Share-based compensation — — 6,397 — — — — — 6,397

Common stock dividends ($ 0.05 per share)

— — — ( 2,059 ) — — — — ( 2,059 )

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

Net income (loss) — — — 49,044 — — — ( 10 ) 49,034

Other comprehensive income, net of tax — — — — — — 6,912 — 6,912

Retirement Savings Plan stock contributions — — 1,206 — 22 793 — — 1,999

Exercise of stock options, net of tax withholding forfeitures — — ( 194 ) — 4 97 — — ( 97 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 757 ) — 20 665 — — ( 92 )

Adjustment to share repurchase excise tax — — — — — 42 — — 42

Share-based compensation — — 8,246 — — — — — 8,246

Common stock dividends ($ 0.05 per share)

— — — ( 2,053 ) — — — — ( 2,053 )

Balance at June 30, 2024 50,335 $ 503 $ 823,205 $ 1,068,052 ( 9,621 ) $ ( 646,695 ) $ ( 25,219 ) $ 31 $ 1,219,877

Net income (loss) — — — 53,692 — — — ( 3 ) 53,689

Net income — — — 51,937 — — — 51,937

Other comprehensive loss, net of tax — — — — — — ( 37,150 ) ( 37,150 )

3 unchanged sentences

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 10,058 ) — 162 ( 2,970 ) — ( 13,028 )

Share repurchase program, net of excise tax — — — — ( 181 ) ( 20,181 ) — — ( 20,181 )

Share repurchase including excise tax — — — — ( 810 ) ( 85,074 ) — ( 85,074 )

Share-based compensation — — 7,776 — — — — 7,776

1 unchanged sentence

— — — ( 2,024 ) — — — ( 2,024 )

Balance at September 29, 2024 50,335 $ 503 $ 833,449 $ 1,119,684 ( 9,686 ) $ ( 663,272 ) $ ( 55,153 ) $ 28 $ 1,235,239

Balance at March 30, 2025 50,335 $ 503 $ 840,565 $ 1,225,949 ( 10,698 ) $ ( 803,828 ) $ ( 40,682 ) $ 1,222,507

Additional Accumulated

5 unchanged sentences

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

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

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

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

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

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

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

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

Common stock dividends ($ 0.05 per share)

— — — ( 2,150 ) — — — — ( 2,150 )

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

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

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

Sale and deconsolidation of subsidiary — — — — — — ( 139 ) ( 695 ) ( 834 )

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

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

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

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

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

Common stock dividends ($ 0.05 per share)

— — — ( 2,138 ) — — — — ( 2,138 )

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

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

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

3 unchanged sentences

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 10,991 ) — 138 3,454 — — ( 7,537 )

Share repurchase program, net of excise tax — — — — ( 690 ) ( 64,311 ) — — ( 64,311 )

Share repurchase including excise tax — — — — ( 675 ) ( 58,270 ) — — ( 58,270 )

Share-based compensation — — 6,397 — — — — — 6,397

1 unchanged sentence

— — — ( 2,059 ) — — — — ( 2,059 )

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

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

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

11 unchanged sentences

Business Description

We are a leading global supplier of network infrastructure and digitization solutions built 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 the three months ended September 29, 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.

Our mission is to build the foundation for a digital world that makes the digital journey simpler, smarter and secure.

(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.

Reporting Periods

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

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

Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 30, 2025, the 89th day of our fiscal year 2025.

Our fiscal second and third quarters each have 91 days.

The nine months ended September 29, 2024 and October 1, 2023 included 273 and 274 days, respectively.

The three months ended March 31, 2024 included 91 days.

Fair Value Measurement

4 unchanged sentences

• Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and during the three and nine months ended September 29, 2024 and October 1, 2023, we utilized Level 1 inputs to determine the fair value of cash equivalents.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 29, 2024 and October 1, 2023.

As of and during the three months ended March 30, 2025 and March 31, 2024, we utilized Level 1 inputs to determine the fair value of cash equivalents.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the three months ended March 30, 2025 and March 31, 2024.

Cash and Cash Equivalents

1 unchanged sentence

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

As of September 29, 2024, we did not have any such cash equivalents on hand.

As of March 30, 2025, we did not have any such cash equivalents on hand.

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

6 unchanged sentences

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

As of September 29, 2024, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $ 8.3 million, $ 6.0 million, and $ 5.3 million, respectively.

As of March 30, 2025, we were party to surety bonds, standby letters of credit, and bank guaranties totaling $ 12.5 million, $ 9.4 million, and $ 4.9 million, respectively.

Revenue Recognition

3 unchanged sentences

We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure.

Noncontrolling Interest

A Belden subsidiary includes a noncontrolling interest as of and for the periods ended September 29, 2024 and October 1, 2023 .

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

Current Year Adoption of Accounting Pronouncements

1 unchanged sentence

Pending Adoption of Recent Accounting Pronouncements

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

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

Early adoption is permitted.

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

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

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

8 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

Solutions Automation Solutions Smart Buildings Solutions Total

Three Months Ended September 29, 2024 (In thousands)

Smart Infrastructure Solutions $ 174,467 $ — $ 145,180 $ 319,647

Automation Solutions — 335,279 — 335,279

Total $ 174,467 $ 335,279 $ 145,180 $ 654,926

Three Months Ended October 1, 2023

Smart Infrastructure Solutions $ 146,048 $ — $ 137,857 $ 283,905

Automation Solutions — 342,902 — 342,902

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

Nine Months Ended September 29, 2024

Three Months Ended March 30, 2025 (In thousands)

Smart Infrastructure Solutions $ 146,647 $ — $ 127,403 $ 274,050

1 unchanged sentence

Total $ 146,647 $ 350,811 $ 127,403 $ 624,861

Nine Months Ended October 1, 2023

Three Months Ended March 31, 2024

Smart Infrastructure Solutions $ 112,100 $ — $ 121,989 $ 234,089

3 unchanged sentences

Americas EMEA APAC Total Revenues

Three Months Ended September 29, 2024 (In thousands)

Smart Infrastructure Solutions $ 243,759 $ 45,480 $ 30,408 $ 319,647

Automation Solutions 196,326 87,733 51,220 335,279

Total $ 440,085 $ 133,213 $ 81,628 $ 654,926

Three Months Ended October 1, 2023

Smart Infrastructure Solutions $ 199,002 $ 51,476 $ 33,427 $ 283,905

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

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

Nine Months Ended September 29, 2024

Three Months Ended March 30, 2025 (In thousands)

Smart Infrastructure Solutions $ 219,453 $ 39,304 $ 15,293 $ 274,050

1 unchanged sentence

Total $ 428,231 $ 125,102 $ 71,528 $ 624,861

Nine Months Ended October 1, 2023

Three Months Ended March 31, 2024

Smart Infrastructure Solutions $ 166,329 $ 45,688 $ 22,072 $ 234,089

15 unchanged sentences

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

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and nine months ended September 29, 2024 and October 1, 2023 .

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three months ended March 30, 2025 and March 31, 2024 .

The following table presents estimated and accrued variable consideration:

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

(in thousands)

6 unchanged sentences

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

As of September 29, 2024, total deferred revenue was $ 29.1 million, and of this amount, $ 21.9 million is expected to be recognized within the next twelve months, and the remaining $ 7.2 million is long- term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity during the three and nine months ended September 29, 2024 and October 1, 2023, respectively:

As of March 30, 2025, total deferred revenue was $ 43.4 million, and of this amount, $ 32.5 million is expected to be recognized within the next twelve months, and the remaining $ 10.9 million is long- term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity during the three months ended March 30, 2025 and March 31, 2024, respectively:

(In thousands)

3 unchanged sentences

Balance at the end of Q1 $ 43,443 $ 29,950

New deferrals 11,058 6,900

Revenue recognized ( 11,395 ) ( 6,528 )

Balance at the end of Q2 $ 29,613 $ 29,667

New deferrals 14,714 9,146

Acquisitions 46 104

Revenue recognized ( 15,240 ) ( 11,224 )

Balance at the end of Q3 $ 29,133 $ 27,693

Service-type warra nties represent $ 9.8 million of the deferred revenue balance at September 29, 2024, and of this amount $ 5.1 million is expected to be recognized in the next twelve months, and the remaining $ 4.7 million is long-term and will be recognized over a period greater than twelve months.

As of September 29, 2024 and December 31, 2023, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

Service-type warra nties represent $ 14.6 million of the deferred revenue balance at March 30, 2025, and of this amount $ 6.1 million is expected to be recognized in the next twelve months, and the remaining $ 8.5 million is long-term and will be recognized over a period greater than twelve months.

As of March 30, 2025 and December 31, 2024, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

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

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

Capitalized sales commissions as of September 29, 2024 and December 31, 2023 were not material.

Capitalized sales commissions as of March 30, 2025 and December 31, 2024 were not material.

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

Three Months Ended Nine Months ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

Sales commissions $ 5,986 $ 5,323

On September 16, 2024, we acquired Voleatech GmbH ("Voleatech") with cash on hand for € 5.0 million ($ 5.6 million), net of cash acquired.

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 Optical Technologies, Inc.

(“Precision”) with cash on hand for $ 289.6 million, net of cash acquired.

On June 30, 2024, we acquired Precision and accounted for it as a business combination.

During the three months ended March 30, 2025, we received $ 7.9 million related to an adjustment of the consideration paid .

Including this adjustment, the total consideration paid for Precision, net of cash acquired, was $ 281.7 million and was funded with cash on hand.

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

13 unchanged sentences

Long-term operating lease liabilities 2,468

Other long-term liabilities 222

Total liabilities assumed $ 67,320

5 unchanged sentences

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

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

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 discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation).

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.

19 unchanged sentences

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

Our consolidated revenues and income before taxes for the three and nine months ended September 29, 2024 included $ 34.4 million and $ 1.2 million, respectively, from Precision.

For the three and nine months ended September 29, 2024, income before taxes included $ 4.1 million of severance and other restructuring costs, $ 3.7 million of amortization of intangible assets, and $ 0.3 million of cost of sales related to the adjustment of acquired inventory to fair value for Precision.

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.

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 31, 2024

(In thousands, except per share data)

7 unchanged sentences

Smart Infrastructure Solutions and Automation Solutions.

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

Each of the global businesses represents a reportable segment.

The key measures of segment profit or loss are Segment Revenues and Segment EBITDA.

Segment Revenues represent non-affiliate revenues.

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

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

Segment EBITDA excludes certain items, including depreciation expense;

6 unchanged sentences

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.

Inter-company revenues between our segments is not material.

Smart Infrastructure Solutions Automation Solutions Total Segments

Operating Segment Information

For the Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

As of and for the three months ended September 29, 2024

Smart Infrastructure Solutions

Segment Revenues $ 274,050 $ 234,089

Affiliate Revenues 30 39

Segment Cost of Sales ( 182,008 ) ( 163,425 )

Segment Selling, General and Administrative Expenses ( 50,392 ) ( 37,074 )

Segment Research and Development Expenses ( 10,545 ) ( 7,841 )

Segment EBITDA $ 31,135 $ 25,788

Depreciation expense 6,758 7,897 14,655

Amortization of intangibles 8,738 5,000 13,738

Amortization of software development intangible assets — 2,678 2,678

Severance, restructuring, and acquisition integration costs 4,619 644 5,263

Adjustments related to acquisitions and divestitures 263 298 561

Segment assets 650,925 $ 610,106

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

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

Segment EBITDA 37,693 77,244 114,937

Items excluded from segment measures:

Depreciation expense $ 6,572 $ 6,305

2 unchanged sentences

Severance, restructuring, and acquisition integration costs 957 1,590

Adjustments related to acquisitions and divestitures 197 298 495

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

As of and for the nine months ended September 29, 2024

For the Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

Automation Solutions

Segment Revenues $ 350,811 $ 301,586

Affiliate Revenues 328 399

Segment Cost of Sales ( 185,951 ) ( 159,078 )

Segment Selling, General and Administrative Expenses ( 74,124 ) ( 66,417 )

Segment Research and Development Expenses ( 17,739 ) ( 17,745 )

Segment EBITDA $ 73,325 $ 58,745

Segment assets $ 828,594 $ 754,732

Items excluded from segment measures:

Depreciation expense $ 7,324 $ 7,160

3 unchanged sentences

Adjustments related to acquisitions and divestitures 298 298

Segment assets 686,960 772,740 1,459,700

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

For the Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

Total Segments

Segment Revenues $ 624,861 $ 535,675

Affiliate Revenues 358 438

Segment Cost of Sales ( 367,959 ) ( 322,503 )

Segment Selling, General and Administrative Expenses ( 124,516 ) ( 103,491 )

Segment Research and Development Expenses ( 28,284 ) ( 25,586 )

Segment EBITDA $ 104,460 $ 84,533

Segment assets $ 1,479,519 $ 1,364,838

Items excluded from segment measures:

Depreciation expense $ 13,896 $ 13,465

3 unchanged sentences

Adjustments related to acquisitions and divestitures 298 298

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

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

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

7 unchanged sentences

Eliminations ( 54 ) ( 16 )

Gain on sale of asset — 12,056 — 12,056

Consolidated operating income 72,626 53,020

Interest expense, net ( 10,104 ) ( 7,582 )

Total non-operating pension benefit 286 328 747 1,462

Total non-operating pension benefit (cost) ( 441 ) 231

Consolidated income before taxes $ 62,081 $ 45,669

3 unchanged sentences

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

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

5 unchanged sentences

Weighted average shares outstanding, diluted 40,844 41,491

For both the three and nine months ended September 29, 2024, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million because they are anti-dilutive.

For the three and nine months ended October 1, 2023, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million and 0.2 million, respectively, because they are anti-dilutive.

In addition, for the three and nine months ended September 29, 2024, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.3 million, respectively, because the related performance conditions have not been satisfied.

Fo r the three and nine months ended October 1, 2023, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.3 million, respectively, because the related performance conditions have not been satisfied.

For the three months ended March 30, 2025, there was an immaterial amount of anti-dilutive shares excluded from diluted weighted average shares outstanding.

For the three months ended March 31, 2024, diluted weighted average shares outstanding did not include outstanding equity awards of 0.1 million because they were anti-dilutive.

In addition, for both the three months ended March 30, 2025 and March 31, 2024 , diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million because the related performance conditions have not been satisfied.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent.

11 unchanged sentences

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

The following table presents the activity in the trade receivables allowance for doubtful accounts for the three and nine months ended September 29, 2024 and October 1, 2023, respectively:

The following table presents the activity in the trade receivables allowance for doubtful accounts for the three months ended March 30, 2025 and March 31, 2024, respectively:

(In thousands)

5 unchanged sentences

Q1 ending balance $ 24,652 $ 23,420

Current period provision 638 4,194

Acquisitions 50 19

Recoveries collected — ( 8 )

Fx impact ( 44 ) 11

Write-offs ( 5 ) —

Q2 ending balance $ 24,059 $ 16,146

Current period provision 79 4,933

Fx impact 140 ( 72 )

Write-offs ( 48 ) ( 31 )

Recoveries collected ( 1 ) ( 824 )

Q3 ending balance $ 24,229 $ 20,152

The following table presents the major classes of inventories as of September 29, 2024 and December 31, 2023 , respectively:

September 29, 2024 December 31, 2023

The following table presents the major classes of inventories as of March 30, 2025 and December 31, 2024 , respectively:

March 30, 2025 December 31, 2024

(In thousands)

17 unchanged sentences

Our lease agreements do not contain material residual value guarantees.

Our variable lease expense was approximately $ 0.9 million and $ 2.7 million for the three and nine months ended September 29, 2024, respectively, and $ 0.8 million and $ 2.4 million for the t hree and nine months ended October 1, 2023, respectively.

Our variable lease expense was approximately $ 0.8 million and $ 0.9 million for the three months ended March 30, 2025 and March 31, 2024, respectively.

The components of lease expense were as follows:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

4 unchanged sentences

Total finance lease cost $ 480 $ 303

S upplemental cash flow information related to leases was as follows:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Supplemental cash flow information related to leases was as follows:

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

1 unchanged sentence

Operating cash flows from operating leases $ 5,030 $ 6,727

Operating cash flows from finance leases were not material during the three and nine months ended September 29, 2024 and October 1, 2023 .

Operating cash flows from finance leases were not material during the three months ended March 30, 2025 and March 31, 2024 .

Supplemental balance sheet information related to leases was as follows:

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

(In thousands)

12 unchanged sentences

Total finance lease liabilities $ 10,651 $ 10,493

The increases in operating lease right-of-use assets and lease liabilities are primarily due to the recognition of a new lease that had balances of $ 33.8 million and $ 33.3 million, respectively, as of September 29, 2024.

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

Weighted Average Remaining Lease Term

6 unchanged sentences

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

As of September 29, 2024, the fixed, remaining base rent payments were approximately $ 21 million.

As of September 29, 2024 and December 31, 2023, we had a liability for expected, future payments of $ 9.6 million and $ 11.3 million, respectively.

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

As of March 30, 2025 and December 31, 2024, the fixed, remaining base rent payments were approximately $ 19 million and $ 20 million, respectively.

As of March 30, 2025 and December 31, 2024, we had a liability for expected, future payments of $ 12.0 million and $ 12.3 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.

1 unchanged sentence

Depreciation and Amortization Expense

We recognized depreciation expense of $ 14.7 million and $ 41.7 million in the three and nine months ended September 29, 2024, respectively, and $ 13.4 million and $ 38.5 million in the three and nine months ended October 1, 2023, respectively.

We recognized amortization expense of $ 16.4 million and $ 42.3 million in the three and nine months ended September 29, 2024, respectively, and $ 11.5 million and $ 35.5 million in the three and nine months ended October 1, 2023, respectively.

Gain on Sale of Assets

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

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

We recognized depreciation and amortization expense of $ 13.9 million and $ 15.9 million in the three months ended March 30, 2025, respectively.

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

Long-Term Debt and Other Borrowing Arrangements

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

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

(In thousands)

20 unchanged sentences

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

As of September 29, 2024, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 291.4 million.

As of March 30, 2025, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 291.0 million.

During fiscal April 2025, we borrowed $ 50.0 million and subsequently repaid $ 20.0 million on our Revolver at a current rate of 5.7 %.

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 September 29, 2024 is $ 502.4 million.

The carrying value of the 2027 Notes as of March 30, 2025 is $ 485.4 million.

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

2 unchanged sentences

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

The carrying value of the 2028 Notes as of September 29, 2024 is $ 390.7 million.

The carrying value of the 2028 Notes as of March 30, 2025 is $ 377.5 million.

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

2 unchanged sentences

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

The carrying value of the 2031 Notes as of September 29, 2024 is $ 334.9 million.

The carrying value of the 2031 Notes as of March 30, 2025 is $ 323.6 million.

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

2 unchanged sentences

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of September 29, 2024 was approximately $ 1,190.0 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,228.0 million as of September 29, 2024.

The fair value of our senior subordinated notes as of March 30, 2025 was approximately $ 1,164.2 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,186.6 million as of March 30, 2025.

Net Investment Hedge

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

As of September 29, 2024, € 567.8 million o f our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

As of March 30, 2025, € 567.8 million o f our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

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

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

For the nine months ended September 29, 2024 and October 1, 2023, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $( 6.7 ) million and $ 8.8 million, respectively.

For the three and nine months ended September 29, 2024, we recognized income tax expense of $ 11.1 million and $ 30.5 million, respectively, representing effective tax rates of 17.1 % and 17.9 %, respectively .

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

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

For the three months ended March 30, 2025 and March 31, 2024, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $( 24.9 ) million and $ 12.7 million, respectively.

For the three months ended March 30, 2025, we recognized income tax expense of $ 10.1 million, representing an effective tax rate of 16.3 %.

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

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

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

3 unchanged sentences

Pension Obligations Other Postretirement Obligations

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

(In thousands)

4 unchanged sentences

Amortization of prior service cost 37 45 — —

Actuarial gains ( 27 ) ( 234 ) ( 116 ) ( 192 )

Net periodic benefit cost $ 392 $ 133 $ 129 $ 64

Nine Months Ended

Service cost $ 2,284 $ 2,056 $ 30 $ 6

Interest cost 11,059 11,392 708 756

Expected return on plan assets ( 12,221 ) ( 12,476 ) — —

Amortization of prior service cost 135 132 — —

Actuarial gains ( 79 ) ( 692 ) ( 349 ) ( 574 )

Actuarial losses (gains) 319 ( 26 ) ( 82 ) ( 117 )

Net periodic benefit cost $ 1,062 $ 396 $ 148 $ 131

1 unchanged sentence

The following table summarizes total comprehensive income:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

(In thousands)

16 unchanged sentences

Net current period other comprehensive loss attributable to Belden ( 37,360 ) 210 ( 37,150 )

Balance at September 29, 2024 $ ( 40,167 ) $ ( 14,986 ) $ ( 55,153 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the nine months ended September 29, 2024:

Balance at March 30, 2025 $ ( 34,231 ) $ ( 6,451 ) $ ( 40,682 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the three months ended March 30, 2025:

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

1 unchanged sentence

Amortization of pension and other postretirement benefit plan items:

Actuarial gains $ ( 428 ) (1)

Actuarial losses $ 237 (1)

Prior service cost 37 (1)

Total before tax 274

Tax expense 72

Tax benefit ( 64 )

Total net of tax $ 210

3 unchanged sentences

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

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

During the three months ended September 29, 2024, we repurchased 0.2 million shares of our common stock for an aggregate cost of $ 20.1 million at an average price per share of $ 110.84 .

During the nine months ended September 29, 2024, we repurchased 0.9 million shares of our common stock for an aggregate cost of $ 78.0 million at an average price per share of $ 90.98 .

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

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

Subsequent to September 29, 2024, we repurchased 0.3 million shares of our common stock for an aggregate cost of $ 37.6 million at an average price per share of $ 116.90 .

As of the da te of this filing, we had $ 357.3 million of authorizations remaining under the program.

During the three months ended March 30, 2025, we repurchased 0.8 million shares of our common stock for an aggregate cost of $ 84.5 million at an average price per share of $ 104.28 .

In fiscal April 2025, we repurchased 0.2 million shares of our common stock for an aggregate cost of $ 15.5 million.

As of the date of this filing, we had $ 240.0 million of authorizations remaining under the program.

This share repurchase authorization does not have an expiration date.

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

Subsequent Events

During fiscal April 2025, we borrowed $ 50.0 million under our Revolver at a current rate of 5.7 %.

We subsequently repaid $ 20.0 million and have $ 30.0 million outstanding as of the date of this filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements