10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _________________________________________________

FORM 10-Q

_________________________________________________ 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2017

Commission File No. 001-12561

_________________________________________________ 

BELDEN INC.

(Exact name of registrant as specified in its charter)

_________________________________________________

Delaware	36-3601505
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 North Brentwood Boulevard

15th Floor

St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

_________________________________________________ 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No ¨.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ  No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ   Accelerated filer ¨       Non-accelerated filer ¨  (Do not check if a smaller reporting company) Smaller reporting company ¨Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No  þ

As of November 2, 2017, the Registrant had 42,173,892 outstanding shares of common stock.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	October 1, 2017			December 31, 2016
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	461,363		$	848,116
Receivables, net	439,276			388,059
Inventories, net	262,494			190,408
Other current assets	67,048			29,176
Assets held for sale	35,953			23,193
Total current assets	1,266,134			1,478,952
Property, plant and equipment, less accumulated depreciation	324,617			309,291
Goodwill	1,475,467			1,385,995
Intangible assets, less accumulated amortization	566,958			560,082
Deferred income taxes	35,565			33,706
Other long-lived assets	36,107			38,777
	$	3,704,848		$	3,806,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	301,173		$	258,203
Accrued liabilities	257,729			310,340
Liabilities held for sale	1,732			1,736
Total current liabilities	560,634			570,279
Long-term debt	1,530,077			1,620,161
Postretirement benefits	112,938			104,050
Deferred income taxes	21,528			14,276
Other long-term liabilities	37,311			36,720
Stockholders’ equity:
Preferred stock	1			1
Common stock	503			503
Additional paid-in capital	1,123,623			1,116,090
Retained earnings	813,936			783,812
Accumulated other comprehensive loss	(84,342		)	(39,067		)
Treasury stock	(412,059		)	(401,026		)
Total Belden stockholders’ equity	1,441,662			1,460,313
Noncontrolling interest	698			1,004
Total stockholders’ equity	1,442,360			1,461,317
	$	3,704,848		$	3,806,803

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

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BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands, except per share data)
Revenues	$	621,745		$	601,109		$	1,783,759		$	1,744,237
Cost of sales	(381,921		)	(355,147		)	(1,079,312		)	(1,025,027		)
Gross profit	239,824			245,962			704,447			719,210
Selling, general and administrative expenses	(116,429		)	(126,662		)	(346,786		)	(372,125		)
Research and development	(35,442		)	(33,512		)	(105,108		)	(106,297		)
Amortization of intangibles	(27,162		)	(23,808		)	(77,944		)	(75,603		)
Operating income	60,791			61,980			174,609			165,185
Interest expense, net	(19,385		)	(23,513		)	(66,424		)	(71,958		)
Loss on debt extinguishment	(51,594		)	—			(52,441		)	—
Income (loss) before taxes	(10,188		)	38,467			55,744			93,227
Income tax benefit (expense)	11,133			(2,395		)	6,673			1,136
Net income	945			36,072			62,417			94,363
Less: Net loss attributable to noncontrolling interest	(82		)	(88		)	(274		)	(286		)
Net income attributable to Belden	1,027			36,160			62,691			94,649
Less: Preferred stock dividends	8,732			6,695			26,198			6,695
Net income (loss) attributable to Belden common stockholders	$	(7,705	)	$	29,465		$	36,493		$	87,954
Weighted average number of common shares and equivalents:
Basic	42,256			42,126			42,251			42,073
Diluted	42,256			42,648			42,663			42,534
Basic income (loss) per share attributable to Belden common stockholders	$	(0.18	)	$	0.70		$	0.86		$	2.09
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.18	)	$	0.69		$	0.86		$	2.07
Comprehensive income (loss) attributable to Belden	$	(18,127	)	$	32,353		$	17,416		$	90,760
Common stock dividends declared per share	$	0.05		$	0.05		$	0.15		$	0.15

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

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BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Nine Months Ended
	October 1, 2017			October 2, 2016
	(In thousands)
Cash flows from operating activities:
Net income	$	62,417		$	94,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,538			110,857
Share-based compensation	13,431			13,943
Loss on debt extinguishment	52,441			—
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(32,950		)	(9,843		)
Inventories	(50,232		)	5,626
Accounts payable	30,290			(3,889		)
Accrued liabilities	(54,828		)	(43,594		)
Income taxes	(32,071		)	(17,375		)
Other assets	(9,046		)	2,798
Other liabilities	11,625			(5,457		)
Net cash provided by operating activities	103,615			147,429
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired	(166,896		)	(17,848		)
Capital expenditures	(33,430		)	(36,057		)
Other	—			(971		)
Proceeds from disposal of tangible assets	15			282
Net cash used for investing activities	(200,311		)	(54,594		)
Cash flows from financing activities:
Payments under borrowing arrangements	(1,105,892		)	(51,875		)
Cash dividends paid	(32,535		)	(6,307		)
Debt issuance costs paid	(16,586		)	—
Payments under share repurchase program	(11,508		)	—
Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options	(5,421		)	(5,302		)
Proceeds from the issuance of preferred stock, net	—			501,498
Borrowings under credit arrangements	866,700			—
Net cash provided by (used for) financing activities	(305,242		)	438,014
Effect of foreign currency exchange rate changes on cash and cash equivalents	15,185			705
Increase (decrease) in cash and cash equivalents	(386,753		)	531,554
Cash and cash equivalents, beginning of period	848,116			216,751
Cash and cash equivalents, end of period	$	461,363		$	748,305

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

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BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

NINE MONTHS ENDED OCTOBER 1, 2017

(Unaudited)

		Belden Inc. Stockholders
	Mandatory Convertible							Additional											Accumulated Other			Non-controlling
	Preferred Stock				Common Stock			Paid-In			Retained			Treasury Stock					Comprehensive
	Shares		Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Interest			Total
		(In thousands)
Balance at December 31, 2016	52		$	1	50,335	$	503	$	1,116,090		$	783,812		(8,155	)	$	(401,026	)	$	(39,067	)	$	1,004		$	1,461,317
Net income (loss)	—		—		—	—		—			62,691			—		—			—			(274		)	62,417
Foreign currency translation, net of $1.5 million tax	—		—		—	—		—			—			—		—			(46,446		)	(32		)	(46,478		)
Adjustments to pension and postretirement liability, net of $0.7 million tax	—		—		—	—		—			—			—		—			1,171			—			1,171
Other comprehensive loss, net of tax																									(45,307		)
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(1,628		)	—			34		(68		)	—			—			(1,696		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(4,270		)	—			97		543			—			—			(3,727		)
Share repurchase program	—		—		—	—		—			—			(151	)	(11,508		)	—			—			(11,508		)
Share-based compensation	—		—		—	—		13,431			—			—		—			—			—			13,431
Preferred stock dividends	—		—		—	—		—			(26,198		)	—		—			—			—			(26,198		)
Common stock dividends ($0.15 per share)	—		—		—	—		—			(6,369		)	—		—			—			—			(6,369		)
Balance at October 1, 2017	52		$	1	50,335	$	503	$	1,123,623		$	813,936		(8,175	)	$	(412,059	)	$	(84,342	)	$	698		$	1,442,360

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

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BELDEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1:  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2016:

• Are prepared from the books and records without audit, and

• Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

• Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2016 Annual Report on Form 10-K.

Business Description

We are a signal transmission solutions provider built around four global business platforms – Broadcast Solutions, Enterprise Solutions, Industrial Solutions, and Network Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

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 April 2, 2017, the 92nd day of our fiscal year 2017. Our fiscal second and third quarters each have 91 days. The nine months ended October 1, 2017 and October 2, 2016 included 274 and 276 days, respectively.

Reclassifications

We have made certain reclassifications to the 2016 Condensed Consolidated Financial Statements for our segment change with no impact to reported net income in order to conform to the 2017 presentation. See Note 4.

Operating Segments

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments.  The formation is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications.  We have revised the prior period segment information to conform to the change in the composition of these reportable segments.  In connection with this change, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively.

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:

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• 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. 

As of and during the three and nine months ended October 1, 2017 and October 2, 2016, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended October 1, 2017 and October 2, 2016.

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. 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. As of October 1, 2017, we did not have any significant cash equivalents.

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. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. 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. 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.

As of October 1, 2017, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $7.8 million, $2.4 million, and $2.0 million, respectively.

Contingent Gain

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an action for patent infringement against Corning Optical Communications RF LLC (Corning). The complaint alleged that Corning infringed two of PPC’s patents.  In July 2015, a jury found that Corning willfully infringed both patents.  In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit, and that appeal remains pending. We have not recorded any amounts in our consolidated financial statements related to this matter due to the pendency of the appeal.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple elements. For these arrangements, when the elements can be separated, the revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element. Generally, we determine relative selling price using vendor specific objective evidence (VSOE) of fair value.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known. Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

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We have certain products subject to the accounting guidance on software revenue recognition. For such products, software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, collection is probable and VSOE of the fair value of undelivered elements exists. As substantially all of the software licenses are sold in multiple-element arrangements that include either support and maintenance or both support and maintenance and professional services, we use the residual method to determine the amount of software license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon VSOE of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as software license revenue. We have established VSOE of the fair value of support and maintenance, subscription-based software licenses, and professional services. Software license revenue is generally recognized upon delivery of the software if all revenue recognition criteria are met.

Revenue allocated to support services under our support and maintenance contracts is typically paid in advance and recognized ratably over the term of the service. Revenue allocated to subscription-based software and remote ongoing operational services is also paid in advance and recognized ratably over the term of the service. Revenue allocated to professional services, including remote implementation services, is recognized as the services are performed.

Subsequent Events

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

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We plan to adopt ASU 2014-09 on January 1, 2018, using the modified retrospective method of adoption. Our overall, initial assessment indicates that the impact of adopting ASU 2014-09 on our consolidated financial statements will not be material. We do not expect significant changes in the timing or method of revenue recognition for any of our material revenue streams. We are currently completing detailed contract reviews to determine if any adjustments are necessary to our existing accounting policies and to support our overall, initial assessment. We believe the most significant impact of adopting ASU 2014-09 will be on our disclosures regarding revenue recognition. We will continue our evaluation of ASU 2014-09, including new or emerging interpretations of the standard, through the date of adoption.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02), a leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019. Early adoption is permitted. The standard requires the use of a modified retrospective transition method. We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

 In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2016-16 will have on our consolidated financial statements and related disclosures.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component will be eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2017-07 will have on our consolidated financial statements and related disclosures.

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Note 2:  Acquisitions

Thinklogical Holdings, LLC

We acquired 100% of the outstanding ownership interest in Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017 for cash of $171.3 million. Thinklogical designs, manufactures, and markets high-bandwidth fiber matrix switches, video, and keyboard/video/mouse extender solutions, camera extenders, and console management solutions. Thinklogical is headquartered in Connecticut. The results of Thinklogical have been included in our Consolidated Financial Statements from May 31, 2017, and are reported within the Broadcast Solutions segment. The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as of May 31, 2017 (in thousands):

Cash	$	5,376
Receivables	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	76,400
Goodwill	68,394
Total assets acquired	$	175,558
Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286
Net assets	$	171,272

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.

The preliminary fair value of acquired receivables is $4.4 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our estimate of the preliminary fair value for the acquired inventory, intangible assets, and deferred revenue on a preliminary valuation study performed by a third party valuation firm. We have estimated a preliminary fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. 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 and deferred revenue (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the Thinklogical acquisition primarily consist of utilizing Belden's fiber and connectivity portfolio with Thinklogical's connections between matrix switch, control systems, transmitters and source to expand our product portfolio across our segments to both existing and new customers. Our tax basis in the acquired goodwill is approximately $41.0 million and is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The intangible assets related to the acquisition consisted of the following:

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	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	65,200	10.0
Customer relationships	6,600		8.0
Trademarks	3,100		10.0
Sales backlog	1,500		0.3
Total intangible assets subject to amortization	$	76,400
Intangible assets not subject to amortization:
Goodwill	$	68,394	n/a
Total intangible assets not subject to amortization	$	68,394
Total intangible assets	$	144,794
Weighted average amortization period			9.6

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. 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 of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Our consolidated revenues and consolidated loss before taxes for the three months ended October 1, 2017 included revenues of $11.6 million and a loss before taxes of $2.7 million, respectively, from Thinklogical. Our consolidated revenues and consolidated income before taxes for the nine months ended October 1, 2017 included revenues of $21.8 million and a loss before taxes of $1.7 million, respectively, from Thinklogical.

The following table illustrates the unaudited pro forma effect on operating results as if the Thinklogical acquisition had been completed as of January 1, 2016.

	Three Months Ended					Nine Months Ended
	October 1, 2017			October 2, 2016		October1, 2017		October 2, 2016
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	621,745		$	616,760	$	1,792,614	$	1,772,202
Net income (loss) attributable to Belden common stockholders	(5,128		)	34,564		37,097		85,588
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.12	)	$	0.81	$	0.87	$	2.01

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.

M2FX

We acquired 100% of the shares of M2FX Limited (M2FX) on January 7, 2016 for a purchase price of $19.0 million. M2FX is a manufacturer of fiber optic cable and fiber protective solutions for broadband access and telecommunications networks. M2FX is located in the United Kingdom. The results of M2FX have been included in our Consolidated Financial Statements from January 7, 2016, and are reported within the Broadcast Solutions segment. The M2FX acquisition was not material to our financial position or results of operations.

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Note 3:  Assets Held for Sale

We classify assets and liabilities as held for sale (disposal group) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale.

During the fourth quarter of 2016, we committed to a plan to sell our MCS business and Hirschmann JV and determined that we met all of the criteria to classify the assets and liabilities of these businesses as held for sale. The MCS business is part of the Industrial Solutions segment and the Hirschmann JV is an equity method investment that is not included in an operating segment. The MCS business operates in Germany and the United States, and the Hirschmann JV is an equity method investment located in China. During the fourth quarter of 2016, we reached an agreement in principle to sell this disposal group for a total sales price of $39 million. The carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based on the expected sales price, by $23.9 million. Therefore, we recognized an impairment charge equal to this amount in the fourth quarter of 2016. During the first quarter of 2017, we signed a definitive sales agreement for a purchase price of $39 million, and we expect the sale to be completed in the fourth quarter of 2017. The following table provides the major classes of assets and liabilities classified as held for sale as of October 1, 2017 and December 31, 2016. In addition, the disposal group had $5.1 million and $15.7 million of accumulated other comprehensive losses at October 1, 2017 and December 31, 2016, respectively.

	October 1, 2017			December 31, 2016
	(In thousands)
Receivables, net	$	5,937		$	4,551
Inventories, net	4,302			2,848
Other current assets	1,101			1,131
Property, plant, and equipment, less accumulated depreciation	2,348			1,946
Intangible assets, less accumulated amortization	4,589			4,405
Goodwill	5,477			5,477
Other long-lived assets	36,130			26,766
Total assets of disposal group	59,884			47,124
Impairment of assets held for sale	(23,931		)	(23,931		)
Total assets held for sale	$	35,953		$	23,193
Accrued liabilities	$	1,325		$	1,288
Postretirement benefits	407			448
Total liabilities held for sale	$	1,732		$	1,736

Note 4:  Operating Segments

We are organized around four global business platforms:  Broadcast Solutions, Enterprise Solutions, Industrial Solutions, and Network Solutions. Each of the global business platforms represents a reportable segment.

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments.  The formation of this new segment is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications.  We have revised the prior period segment information to conform to the change in the composition of these reportable segments. This change had no impact to our reporting units for purposes of goodwill impairment testing.

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Beginning in 2017, sales of certain audio-visual cable that had previously been reported in our Broadcast Solutions segment are now reported in our Enterprise Solutions segment.  As the annual revenues associated with this product line are not material, we have not revised the prior period segment information. 

The key measures of segment profit or loss reviewed by our chief operating decision maker are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues and include revenues that would have otherwise been recorded by acquired businesses as independent entities but were not recognized in our Consolidated Statements of Operations due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value; 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.

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.

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	Broadcast Solutions		Enterprise Solutions		Industrial Solutions		Network Solutions		Total Segments
	(In thousands)
As of and for the three months ended October 1, 2017
Segment revenues	$	193,753	$	167,089	$	160,471	$	100,432	$	621,745
Affiliate revenues	129		1,419		332		—		1,880
Segment EBITDA	35,671		26,409		30,545		24,906		117,531
Depreciation expense	4,088		2,740		3,285		1,570		11,683
Amortization expense	13,482		438		646		12,596		27,162
Severance, restructuring, and acquisition integration costs	3,056		6,253		6,840		530		16,679
Purchase accounting effects of acquisitions	2,922		—		—		—		2,922
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the three months ended October 2, 2016
Segment revenues	$	196,173	$	156,658	$	149,847	$	99,790	$	602,468
Affiliate revenues	46		1,587		511		13		2,157
Segment EBITDA	36,545		27,294		23,649		24,448		111,936
Depreciation expense	4,063		3,210		2,738		1,592		11,603
Amortization expense	10,955		431		604		11,818		23,808
Severance, restructuring, and acquisition integration costs	174		5,573		4,746		2,302		12,795
Deferred gross profit adjustments	283		—		—		1,076		1,359
Segment assets	314,020		265,085		261,923		105,938		946,966
As of and for the nine months ended October 1, 2017
Segment revenues	$	550,420	$	473,504	$	465,907	$	293,928	$	1,783,759
Affiliate revenues	324		5,522		994		92		6,932
Segment EBITDA	90,681		77,310		87,314		65,563		320,868
Depreciation expense	12,095		8,034		9,659		4,806		34,594
Amortization expense	36,950		1,291		1,928		37,775		77,944
Severance, restructuring, and acquisition integration costs	4,434		19,267		8,307		831		32,839
Purchase accounting effects of acquisitions	4,089		—		—		—		4,089
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the nine months ended October 2, 2016
Segment revenues	$	560,966	$	452,951	$	438,746	$	296,986	$	1,749,649
Affiliate revenues	644		4,615		906		44		6,209
Segment EBITDA	89,317		80,605		73,700		66,715		310,337
Depreciation expense	12,086		10,028		8,165		4,974		35,253
Amortization expense	37,306		1,292		1,796		35,209		75,603
Severance, restructuring, and acquisition integration costs	5,871		7,280		7,982		5,939		27,072
Purchase accounting effects of acquisitions	195		—		—		—		195
Deferred gross profit adjustments	1,391		—		—		4,021		5,412
Segment assets	314,020		265,085		261,923		105,938		946,966

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.

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	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Total Segment Revenues	$	621,745		$	602,468		$	1,783,759		$	1,749,649
Deferred revenue adjustments (1)	—			(1,359		)	—			(5,412		)
Consolidated Revenues	$	621,745		$	601,109		$	1,783,759		$	1,744,237
Total Segment EBITDA	$	117,531		$	111,936		$	320,868		$	310,337
Amortization of intangibles	(27,162		)	(23,808		)	(77,944		)	(75,603		)
Severance, restructuring, and acquisition integration costs (2)	(16,679		)	(12,795		)	(32,839		)	(27,072		)
Depreciation expense	(11,683		)	(11,603		)	(34,594		)	(35,253		)
Purchase accounting effects related to acquisitions (3)	(2,922		)	—			(4,089		)	(195		)
Deferred gross profit adjustments (1)	—			(1,359		)	—			(5,412		)
Income from equity method investment	2,551			586			5,835			1,077
Eliminations	(845		)	(977		)	(2,628		)	(2,694		)
Consolidated operating income	60,791			61,980			174,609			165,185
Interest expense, net	(19,385		)	(23,513		)	(66,424		)	(71,958		)
Loss on debt extinguishment	(51,594		)	—			(52,441		)	—
Consolidated income (loss) before taxes	$	(10,188	)	$	38,467		$	55,744		$	93,227

(1) For the three and nine months ended October 2, 2016 , our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2)  See Note 8, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3)  For the three and nine months ended October 1, 2017 and nine months ended October 2, 2016, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Thinklogical and M2FX acquisitions, respectively.

Note 5: Income per Share

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

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Numerator:
Net income	$	945		$	36,072		$	62,417		$	94,363
Less: Net loss attributable to noncontrolling interest	(82		)	(88		)	(274		)	(286		)
Less: Preferred stock dividends	8,732			6,695			26,198			6,695
Net income (loss) attributable to Belden common stockholders	$	(7,705	)	$	29,465		$	36,493		$	87,954
Denominator:
Weighted average shares outstanding, basic	42,256			42,126			42,251			42,073
Effect of dilutive common stock equivalents	—			522			412			461
Weighted average shares outstanding, diluted	42,256			42,648			42,663			42,534

For the three and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include outstanding equity awards of 0.9 million and 0.5 million, respectively, because to do so would have been anti-dilutive. In addition, for both the three and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million because the related performance conditions have not been satisfied. Furthermore, for the three and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 6.8 million and 6.9 million common shares, respectively, because deducting the preferred stock dividends from net income was more dilutive.

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For the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million and 0.7 million, respectively, because to do so would have been anti-dilutive. In addition, for both the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million because the related performance conditions have not been satisfied. Furthermore, for the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 5.2 million and 1.7 million common shares, respectively, because deducting the preferred stock dividends from net income was more dilutive.

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 6:  Inventories

The major classes of inventories were as follows:

	October 1, 2017			December 31, 2016
	(In thousands)
Raw materials	$	119,754		$	90,019
Work-in-process	39,672			25,166
Finished goods	130,009			99,784
Gross inventories	289,435			214,969
Excess and obsolete reserves	(26,941		)	(24,561		)
Net inventories	$	262,494		$	190,408

Note 7:  Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $11.7 million and $34.6 million in the three and nine months ended October 1, 2017, respectively. We recognized depreciation expense of $11.6 million and $35.3 million in the three and nine months ended October 2, 2016, respectively. 

In connection with the segment change discussed in Note 4, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively. As of October 1, 2017, the net book value of the Tripwire trademark was $28.6 million.

We recognized amortization expense related to our intangible assets of $27.2 million and $77.9 million in the three and nine months ended October 1, 2017, respectively. We recognized amortization expense related to our intangible assets of $23.8 million and $75.6 million in the three and nine months ended October 2, 2016, respectively.

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Note 8:  Severance, Restructuring, and Acquisition Integration Activities

Industrial and Network Solutions Restructuring Program: 2015-2016

Both our Industrial Solutions and Network Solutions segments were negatively impacted by a decline in sales volume in 2015. At such time, global demand for industrial products was negatively impacted by the strengthened U.S. dollar and lower energy prices. As a result, our customers reduced their capital spending. In response to these industrial market conditions, we began to execute a restructuring program in the fourth fiscal quarter of 2015 to reduce our cost structure. We recognized $2.6 million and $8.4 million of severance and other restructuring costs for this program duringthe three and nine months ended October 2, 2016, respectively. Most of these costs were incurred by our Network Solutions segment. We did not incur any severance and other restructuring costs for this program in 2017. To date, we have incurred a total of $13 million in severance and other restructuring costs for this program. We expect the restructuring program to generate approximately $18 million of savings on an annualized basis, and we are substantially realizing such benefits.

Industrial Manufacturing Footprint Program: 2016 - 2017

In 2016, we began a program to consolidate our manufacturing footprint. The manufacturing consolidation is expected to be completed in 2018. We recognized $10.0 million and $12.5 million of severance and other restructuring costs for this program during the three and nine months ended October 2, 2016, respectively. We recognized $11.4 million and $25.3 million of severance and other restructuring costs for this program during the three and nine months ended October 1, 2017, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. To date, we have incurred a total of $43.1 million in severance and other restructuring costs, including manufacturing inefficiencies for this program. We expect to incur approximately $7 million of additional severance and other restructuring costs for this program over 2017 and 2018. We expect the program to generate approximately $13 million of savings on an annualized basis, which we began to realize in the third quarter of 2017.

Grass Valley Restructuring Program: 2015-2016

Our Broadcast Solutions segment’s Grass Valley brand was negatively impacted by a decline in global demand of broadcast technology infrastructure products beginning in 2015. Outside of the U.S., demand for these products was impacted by the relative price increase of products due to the strengthened U.S. dollar as well as the impact of weaker economic conditions which resulted in lower capital spending. Within the U.S., demand for these products was impacted by deferred capital spending. We believe broadcast customers deferred their capital spending as they navigated through a number of important industry transitions and a changing media landscape. In response to these broadcast market conditions, we began to execute a restructuring program beginning in the third fiscal quarter of 2015 to reduce our cost structure. We recognized $0.1 million and $5.1 million of severance and other restructuring costs for this program duringthe three and nine months ended October 2, 2016, respectively. We did not incur any severance and other restructuring costs for this program in 2017. To date, we have incurred a total of $34.1 million in severance and other restructuring costs for this program. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, and we are substantially realizing such benefits.

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The following table summarizes the costs by segment of the various programs described above as well as other immaterial programs and acquisition integration activities:

	Severance			Other Restructuring and Integration Costs		Total Costs
Three Months Ended October 1, 2017	(In thousands)
Broadcast Solutions	$	510		$	2,546	$	3,056
Enterprise Solutions	712			5,541		6,253
Industrial Solutions	712			6,128		6,840
Network Solutions	—			530		530
Total	$	1,934		$	14,745	$	16,679
Three Months Ended October 2, 2016
Broadcast Solutions	$	(114	)	$	288	$	174
Enterprise Solutions	(21		)	5,594		5,573
Industrial Solutions	184			4,562		4,746
Network Solutions	1,103			1,199		2,302
Total	$	1,152		$	11,643	$	12,795
Nine Months Ended October 1, 2017
Broadcast Solutions	$	559		$	3,875	$	4,434
Enterprise Solutions	2,839			16,428		19,267
Industrial Solutions	865			7,442		8,307
Network Solutions	—			831		831
Total	$	4,263		$	28,576	$	32,839
Nine Months Ended October 2, 2016
Broadcast Solutions	$	(865	)	$	6,736	$	5,871
Enterprise Solutions	55			7,225		7,280
Industrial Solutions	1,961			6,021		7,982
Network Solutions	3,734			2,205		5,939
Total	$	4,885		$	22,187	$	27,072

Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 1, 2017, $12.4 million, $4.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 2, 2016, $2.9 million, $9.9 million, and $0.0 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 1, 2017, $26.5 million, $6.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 2, 2016, $6.8 million, $19.6 million, and $0.7 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

The other restructuring and integration costs primarily consisted of non-cash pension settlement charges due in part to our restructuring activities as well as equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the other cash restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.   

There were no significant severance accrual balances as of October 1, 2017 or December 31, 2016.

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Note 9:  Long-Term Debt and Other Borrowing Arrangements

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

	October 1, 2017			December 31, 2016
	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.375% Senior subordinated notes due 2027	528,165			—
4.125% Senior subordinated notes due 2026	234,740			209,081
2.875% Senior subordinated notes due 2025	352,110			—
5.25% Senior subordinated notes due 2024	200,000			200,000
5.50% Senior subordinated notes due 2023	238,805			529,146
5.50% Senior subordinated notes due 2022	—			700,000
9.25% Senior subordinated notes due 2019	—			5,221
Total senior subordinated notes	1,553,820			1,643,448
Less unamortized debt issuance costs	(23,743		)	(23,287		)
Long-term debt	$	1,530,077		$	1,620,161

Revolving Credit Agreement due 2022

On May 16, 2017, we entered into an Amended and Restated Credit Agreement (the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver provides a $400.0 million multi-currency asset-based revolving credit facility. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We recognized a $0.8 million loss on debt extinguishment for unamortized debt issuance costs related to creditors no longer participating in the new Revolver. In connection with executing the Revolver, we paid $2.2 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of October 1, 2017, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $314.1 million.

Senior Subordinated Notes

In July 2017, we completed an offering for €450.0 million ($509.5 million at issuance) aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of October 1, 2017 is $528.2 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 2026, 2025, 2024, and 2023 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, beginning on January 15, 2018. We paid approximately $8.7 million of fees associated with the issuance of the 2027 Notes, which will be amortized over the life of the 2027 Notes using the effective interest method. We used the net proceeds from this offering and cash on hand to repurchase all of the $700.0 million 2022 Notes outstanding for cash consideration of $722.7 million. We recognized a $29.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We have outstanding €200.0 million aggregate principal amount of 4.125% senior subordinated notes due 2026 (the 2026 Notes). The carrying value of the 2026 Notes as of October 1, 2017 is $234.7 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2026 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2025, 2024, and 2023 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 April 15 and October 15 of each year.

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In September 2017, we completed an offering for €300.0 million ($357.2 million at issuance) aggregate principal amount of 2.875% senior subordinated notes due 2025 (the 2025 Notes). The carrying value of the 2025 Notes as of October 1, 2017 is $352.1 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2024, and 2023 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, beginning on March 15, 2018. We paid approximately $5.7 million of fees associated with the issuance of the 2025 Notes, which will be amortized over the life of the 2025 Notes using the effective interest method. We used the net proceeds from this offering to repurchase €300.0 million of the €500.0 million 2023 Notes outstanding. See further discussion below.

We have outstanding $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024 (the 2024 Notes). The 2024 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The 2024 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2025, and 2023 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 had outstanding €500.0 million aggregate principal amount of 5.5% senior subordinated notes due 2023 (the 2023 Notes). In September 2017, we repurchased €300.0 million of the €500.0 million 2023 Notes outstanding for cash consideration of $377.9 million and recognized a $21.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. The carrying value of the 2023 Notes as of October 1, 2017 is $238.8 million. The 2023 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2025, and 2024 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 April 15 and October 15 of each year.

We had outstanding $5.2 million aggregate principal amount of 9.25% senior subordinated notes due 2019 (the 2019 Notes). On June 15, 2017, we repaid all of the 2019 Notes outstanding, plus accrued interest, and recognized an immaterial loss on debt extinguishment related to unamortized debt issuance costs.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of October 1, 2017 was approximately $1,582.9 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 $1,553.8 million as of October 1, 2017.

Note 10:  Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency ledger. As of October 1, 2017, all 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 exchange rates. The transaction gain or loss is reported in the cumulative translation adjustment section of other comprehensive income. The amount of the cumulative translation adjustment associated with these notes at October 1, 2017 was $25.3 million.

Note 11:  Income Taxes

We recognized an income tax benefit of $11.1 million and $6.7 million for the three and nine months ended October 1, 2017, respectively, representing effective tax rates of 109.3% and (12.0)%, respectively. The effective tax rates were impacted by the following significant factors:

• We recognized an income tax benefit of $2.5 million and $8.4 million in the three and nine months ended October 1, 2017, respectively, as a result of the implementation of a foreign tax credit planning strategy.

• Foreign tax rate differences reduced our income tax expense by approximately $1.4 million and $8.4 million in the three and nine months ended October 1, 2017, respectively. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively.

• We also recognized an income tax benefit of $6.4 million and $11.7 million in the three and nine months ended October 1, 2017, respectively, related to non-taxable currency translation gains.

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All other items impacting the effective tax rate represented a net expense of $2.6 million and $2.3 million in the three and nine months ended October 1, 2017, respectively.

We recognized income tax expense of $2.4 million for the three months ended October 2, 2016, representing an effective tax rate of 6.2% . We recognized an income tax benefit of $1.1 million for the nine months ended October 2, 2016, representing an effective tax rate of (1.2)%. The effective tax rates were impacted by the following significant factors:

• We recognized $2.9 million and $11.0 million of tax benefit in the three and nine months ended October 2, 2016, respectively, as the result of securing a significant tax deduction for a foreign currency loss by implementing several transactions related to our international tax structure.

• We also recognized a $7.0 million tax benefit in the nine months ended October 2, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we secured a Private Letter Ruling from the Internal Revenue Service that effectively increased the tax basis in the acquired assets to the full fair value. Accordingly, a book-tax difference was eliminated, and we reversed deferred tax liabilities previously recorded, resulting in the tax benefit.

• In the three and nine months ended October 2, 2016, we recognized tax benefits of $2.2 million and $6.0 million, respectively, as a result of reducing a deferred tax valuation allowance related to net operating loss carryforwards in a foreign jurisdiction. Based on certain restructuring transactions in the nine months ended October 2, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the nine months ended October 2, 2016 were partially offset by a $2.7 million tax expense to record a liability for uncertain tax positions in one of our foreign jurisdictions.

Note 12:  Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans:

	Pension Obligations						Other Postretirement Obligations
Three Months Ended	October 1, 2017			October 2, 2016			October 1, 2017		October 2, 2016
	(In thousands)
Service cost	$	1,206		$	1,282		$	14	$	11
Interest cost	1,822			2,202			344		305
Expected return on plan assets	(2,487		)	(2,931		)	—		—
Amortization of prior service credit	(10		)	(11		)	—		(11		)
Actuarial losses	633			659			23		29
Settlement loss	—			7,385			—		—
Net periodic benefit cost	$	1,164		$	8,586		$	381	$	334
Nine Months Ended
Service cost	$	3,549		$	4,118		$	41	$	40
Interest cost	5,391			7,020			1,000		1,152
Expected return on plan assets	(7,415		)	(9,339		)	—		—
Amortization of prior service credit	(30		)	(29		)	—		(33		)
Actuarial losses	1,866			2,067			68		260
Settlement loss	—			7,385			—		—
Net periodic benefit cost	$	3,361		$	11,222		$	1,109	$	1,419

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Note 13:  Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Net income	$	945		$	36,072		$	62,417		$	94,363
Foreign currency translation loss, net of $1.1 million, $0.4 million, $1.5 million, and $1.5 million tax, respectively	(19,535		)	(8,762		)	(46,478		)	(9,855		)
Adjustments to pension and postretirement liability, net of $0.2 million, $3.1 million, $0.7 million, and $3.7 million tax, respectively	397			4,952			1,171			5,934
Total comprehensive income (loss)	(18,193		)	32,262			17,110			90,442
Less: Comprehensive loss attributable to noncontrolling interest	(66		)	(91		)	(306		)	(318		)
Comprehensive income (loss) attributable to Belden	$	(18,127	)	$	32,353		$	17,416		$	90,760

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, 2016	$	(4,661	)	$	(34,406	)	$	(39,067	)
Other comprehensive loss attributable to Belden before reclassifications	(46,446		)	—			(46,446		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,171			1,171
Net current period other comprehensive loss attributable to Belden	(46,446		)	1,171			(45,275		)
Balance at October 1, 2017	$	(51,107	)	$	(33,235	)	$	(84,342	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended October 1, 2017:

	Amount  Reclassified from   Accumulated Other Comprehensive Income (Loss)			Affected Line  Item in the   Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	1,934		(1)
Prior service credit	(30		)	(1)
Total before tax	1,904
Tax benefit	(733		)
Total net of tax	$	1,171

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

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Note 14:  Preferred Stock

On July 26, 2016, we issued 5.2 million depositary shares, each of which represents 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock (the Preferred Stock), for an offering price of $100 per depositary share. Holders of the Preferred Stock may elect to convert their shares into common stock at any time prior to the mandatory conversion date. Unless earlier converted, each share of Preferred Stock will automatically convert into common stock on or around July 15, 2019 into between 120.46 and 132.50 shares of Belden common stock, subject to customary anti-dilution adjustments. This represents a range of 6.2 million to 6.9 million shares of Belden common stock to be issued upon conversion. The number of shares of Belden common stock issuable upon the mandatory conversion of the Preferred Stock will be determined based upon the volume-weighted average price of Belden’s common stock over the 20 day trading period beginning on, and including, the 22nd scheduled trading day prior to July 15, 2019. The net proceeds from this offering were approximately $501 million. The net proceeds are for general corporate purposes. With respect to dividend and liquidation rights, the Preferred Stock ranks senior to our common stock and junior to all of our existing and future indebtedness. During the three and nine months ended October 1, 2017, dividends on the Preferred Stock were $8.7 million and $26.2 million, respectively.

Note 15: Share Repurchases

On May 25, 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of 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. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. During both the three and nine months ended October 1, 2017, we repurchased 0.2 million shares of our common stock under the share repurchase program for an aggregate cost of $11.5 million and an average price per share of $76.16.

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Item 2:       Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Belden Inc. (the Company, us, we, or our) is a signal transmission solutions company built around four global business platforms – Broadcast Solutions, Enterprise Solutions, Industrial Solutions, and Network Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

We strive for operational excellence through the execution of our Belden Business System, which includes three areas of focus: Lean enterprise initiatives, our Market Delivery System, and our Talent Management System. Through operational excellence we generate significant free cash flow on an annual basis. We utilize the cash flow generated by our business to fuel our continued transformation and generate shareholder value. We believe our business system, balance across markets and geographies, systematic go-to-market approach, extensive portfolio of innovative solutions, commitment to Lean principles, and improving margins present a unique value proposition for shareholders.

We use a set of tools and processes that are designed to continuously improve business performance in the critical areas of quality, delivery, cost, and innovation. We consider revenue growth, Adjusted EBITDA margin, free cash flows, and return on invested capital to be our key operating performance indicators. We also seek to acquire businesses that we believe can help us achieve these objectives.

Trends and Events

The following trends and events during 2017 have had varying effects on our financial condition, results of operations, and cash flows.

Foreign currency

Our exposure to currency rate fluctuations primarily relates to exchange rate movements between the U.S. dollar and the Euro, Canadian dollar, Hong Kong dollar, Chinese yuan, Japanese yen, Mexican peso, Australian dollar, British pound, and Brazilian real. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. During the nine months ended October 1, 2017, approximately 47% of our consolidated revenues were to customers outside of the U.S.

In addition to the translation impact described above, currency rate fluctuations have an economic impact on our financial results. As the U.S. dollar strengthens or weakens against foreign currencies, it results in a relative price increase or decrease for certain of our products that are priced in U.S. dollars in a foreign location.

Commodity prices

Our operating results can be affected by changes in prices of commodities, primarily copper and compounds, which are components in some of the products we sell. Generally, as the costs of inventory purchases increase due to higher commodity prices, we raise selling prices to customers to cover the increase in costs, resulting in higher sales revenue but a lower gross profit percentage. Conversely, a decrease in commodity prices would result in lower sales revenue but a higher gross profit percentage. Selling prices of our products are affected by many factors, including end market demand, capacity utilization, overall economic conditions, and commodity prices. Importantly, however, there is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.

Channel Inventory

Our operating results also can be affected by the levels of Belden products purchased and held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold the products they bought from us in their inventory in order to meet the service and on-time delivery requirements of their customers. Generally, as our channel partners and customers change the level of products they buy from us and hold in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory. We use information provided to us by our channel partners

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and make certain assumptions based on our sales to them to determine the amount of products they bought from us and hold in their inventory. As such, all references to the effect of channel inventory changes are estimates.

Market Growth and Market Share

The markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players. We monitor available data regarding market growth, including independent market research reports, publicly available indices, and the financial results of our direct and indirect peer companies, in order to estimate the extent to which our served markets grew or contracted during a particular period. We expect that our unit sales volume will increase or decrease consistently with the market growth rate. Our strategic goal is to utilize our Market Delivery System to target faster growing geographies, applications, and trends within our end markets, in order to achieve growth that is higher than the general market growth rate. To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.

Operating Segments

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments.  The formation is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications.  We have revised the prior period segment information to conform to the change in the composition of these reportable segments.  In connection with this change, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively. As of October 1, 2017, the net book value of the Tripwire trademark was $28.6 million. See Note 4.

Acquisitions

We completed the acquisition of Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017. The results of Thinklogical have been included in our Consolidated Financial Statements from the acquisition date and are reported in the Broadcast Solutions segment. See Note 2.

Industrial Manufacturing Footprint Program

In 2016, we began a program to consolidate our manufacturing footprint. The manufacturing consolidation is expected to be completed in 2018. We recognized $11.4 million and $25.3 million of severance and other restructuring costs for this program during the three and nine months ended October 1, 2017, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. We expect to incur approximately $7 million of additional severance and other restructuring costs for this program in 2017 and 2018. We expect the program to generate approximately $13 million of savings on an annualized basis, which we began to realize in the third quarter of 2017.

Long-term Debt

In July 2017, we issued €450.0 million aggregate principal amount of new senior subordinated notes due 2027 at an interest rate of 3.375%. We used the net proceeds of this offering and cash on hand to repurchase all of our outstanding $700.0 million 5.5% senior subordinated notes due 2022. In September, we issued €300.0 million aggregate principal amount of new senior subordinated notes due 2025 at an interest rate of 2.875%. We used the net proceeds of this offering to repurchase €300.0 million of our outstanding €500.0 million 5.5% senior subordinated notes due 2023. We recognized a loss on debt extinguishment in the third quarter of approximately $51.6 million for the premium paid to the bond holders to retire the 2022 and 2023 notes and for the unamortized debt issuance costs that we wrote-off.

In May 2017, we entered into an Amended and Restated Credit Agreement (the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver provides a $400.0 million multi-currency asset-based revolving credit facility. We recognized a $0.8 million loss on debt extinguishment for unamortized debt issuance costs related to creditors no longer participating in the new Revolver. In connection with executing the Revolver, we paid $2.2 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of October 1, 2017, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $314.1 million. Additionally, in June 2017, we repaid all of the outstanding $5.2 million aggregate principal amount of 9.25% senior subordinated notes due 2019, plus accrued interest, and recognized an immaterial loss on debt extinguishment related to unamortized debt issuance costs. See Note 9.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.

Critical Accounting Policies

During the nine months ended October 1, 2017:

• We did not change any of our existing critical accounting policies from those listed in our 2016 Annual Report on Form 10-K;

• No existing accounting policies became critical accounting policies because of an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and

• There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed, except for the change in the Tripwire trademark discussed above.

Results of Operations

Consolidated Income before Taxes

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Revenues	$	621,745		$	601,109		3.4	%	$	1,783,759		$	1,744,237		2.3	%
Gross profit	239,824			245,962			(2.5	)%	704,447			719,210			(2.1	)%
Selling, general and administrative expenses	(116,429		)	(126,662		)	(8.1	)%	(346,786		)	(372,125		)	(6.8	)%
Research and development	(35,442		)	(33,512		)	5.8	%	(105,108		)	(106,297		)	(1.1	)%
Amortization of intangibles	(27,162		)	(23,808		)	14.1	%	(77,944		)	(75,603		)	3.1	%
Operating income	60,791			61,980			(1.9	)%	174,609			165,185			5.7	%
Interest expense, net	(19,385		)	(23,513		)	(17.6	)%	(66,424		)	(71,958		)	(7.7	)%
Loss on debt extinguishment	(51,594		)	—			100.0	%	(52,441		)	—			100.0	%
Income (loss) before taxes	(10,188		)	38,467			(126.5	)%	55,744			93,227			(40.2	)%

Revenues increased in the three and nine months ended October 1, 2017 from the comparable periods of 2016 due to the following factors:

•Higher copper costs contributed $5.1 million and $22.6 million to the increase in revenues in the three and nine months ended October 1, 2017, respectively.

•Acquisitions contributed $11.6 million and $21.8 million to the increase in revenues, respectively.

•Currency translation had an $8.1 million favorable impact and a $2.3 million unfavorable impact to revenues, respectively.

•Lower sales volume resulted in a $4.2 million and $2.5 million decrease in revenues, respectively.

Gross profit decreased in the three and nine months ended October 1, 2017 from the comparable periods of 2016 due to increases in severance, restructuring, and acquisition integration costs in cost of sales of $9.5 million and $19.7 million, respectively, and declines in volume. These decreases were partially offset by the impact of acquisitions and productivity resulting from our restructuring actions. Furthermore, the increase in copper costs which result in higher revenues as discussed above, has minimal impact to gross profit dollars, and as a result, lowers gross profit margins.

Selling, general and administrative expenses decreased $10.2 million and $25.3 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016. Decreases in severance, restructuring, and acquisition integration costs contributed $5.7 million and $13.4 million, respectively. The remaining decreases were primarily due to improved productivity.

Research and development expenses increased $1.9 million in the three months ended October 1, 2017 from the comparable period of 2016. Acquisitions, currency translation, and increases in severance, restructuring, and acquisition integration costs contributed

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$0.5 million, $0.4 million, and $0.1 million, respectively, to the increase in research and development expense in the three months ended October 1, 2017. The remaining increase is due to investments in research and development.

Research and development expenses decreased $1.2 million in the nine months ended October 1, 2017 from the comparable period of 2016. Improved productivity, currency translation, and decreases in severance, restructuring, and acquisition integration costs contributed $1.1 million, $0.4 million, and $0.6 million, respectively, to the decrease in research and development expense in the nine months ended October 1, 2017. These decreases were partially offset by the impact of acquisitions, which increased research and development expense by $0.9 million in the nine months ended October 1, 2017.

Amortization of intangibles increased $3.4 million and $2.3 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016. This is primarily due to the acquisition of Thinklogical and amortization from the Tripwire trademark, which we began amortizing in 2017. These increases were partially offset by the intangible assets classified as held for sale for which we ceased amortizing in the fourth quarter of 2016 (see Note 3).

Operating income decreased $1.2 million in the three months ended October 1, 2017 from the comparable period of 2016 primarily due to the decrease in gross profit, increase in research and development, and increase in amortization expense, partially offset by the decrease in selling, general and administrative expenses discussed above. Operating income increased $9.4 million in the nine months ended October 1, 2017 from the comparable period of 2016 primarily due to the decrease in selling, general and administrative expenses and research and development, partially offset by the decrease in gross profit and increase in amortization expense discussed above.

Net interest expense decreased $4.1 million and $5.5 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016 as a result of debt transactions during 2017. In July 2017, we issued €450.0 million aggregate principal amount of new senior subordinated notes due 2027 at an interest rate of 3.375%. We used the net proceeds of this offering and cash on hand to repurchase all of our outstanding $700.0 million 5.5% senior subordinated notes due 2022. In September 2017, we issued €300.0 million aggregate principal amount of new senior subordinated notes due 2025 at an interest rate of 2.875%. We used the net proceeds of this offering to repurchase €300.0 million of our outstanding €500.0 million 5.5% senior subordinated notes due 2023.

Loss on debt extinguishment was $51.6 million and $52.4 million, respectively, in the three and nine months ended October 1, 2017 as a result of debt transactions during 2017. The loss on debt extinguishment recognized in the third quarter of 2017 represents the premium paid to the bond holders to retire the 2022 and 2023 notes and for the unamortized debt issuance costs written-off. The additional $0.8 million in the nine months ended October 1, 2017 represents the unamortized debt issuance costs that were written-off for the creditors no longer participating in the Revolving Credit Agreement, which we refinanced in May 2017 (see Note 9).

For the three months ended October 1, 2017, we recognized a $10.2 million loss before taxes, as compared to $38.5 million of income before taxes in the year ago period. Income before taxes decreased $37.5 million in the nine months ended October 1, 2017 from the comparable period of 2016. In addition to the changes in operating income, these decreases are predominantly due to the loss on debt extinguishment, partially offset by the decrease in interest expense, both discussed above (see Note 9).

Income Taxes

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Income (loss) before taxes	$	(10,188	)	$	38,467		(126.5	)%	$	55,744		$	93,227		(40.2	)%
Income tax benefit (expense)	11,133			(2,395		)	(564.8	)%	6,673			1,136			487.4	%
Effective tax rate	109.3		%	6.2		%			(12.0		)%	(1.2		)%

We recognized an income tax benefit of $11.1 million and $6.7 million for the three and nine months ended October 1, 2017, respectively, representing effective tax rates of 109.3% and (12.0)%, respectively. The effective tax rates were impacted by the following significant factors:

• We recognized an income tax benefit of $2.5 million and $8.4 million in the three and nine months ended October 1, 2017, respectively, as a result of the implementation of a foreign tax credit planning strategy.

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• Foreign tax rate differences reduced our income tax expense by approximately $1.4 million and $8.4 million in the three and nine months ended October 1, 2017, respectively. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively.

• We also recognized an income tax benefit of $6.4 million and $11.7 million in the three and nine months ended October 1, 2017, respectively, related to non-taxable currency translation gains.

All other items impacting the effective tax rate represented a net expense of $2.6 million and $2.3 million in the three and nine months ended October 1, 2017, respectively.

We recognized income tax expense of $2.4 million for the three months ended October 2, 2016, representing an effective tax rate of 6.2% . We recognized an income tax benefit of $1.1 million for the nine months ended October 2, 2016, representing an effective tax rate of (1.2%). The effective tax rates were impacted by the following significant factors:

• We recognized $2.9 million and $11.0 million of tax benefit in the three and nine months ended October 2, 2016, respectively, as the result of securing a significant tax deduction for a foreign currency loss by implementing several transactions related to our international tax structure.

• We also recognized a $7.0 million tax benefit in the nine months ended October 2, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we secured a Private Letter Ruling from the Internal Revenue Service that effectively increased the tax basis in the acquired assets to the full fair value. Accordingly, a book-tax difference was eliminated, and we reversed deferred tax liabilities previously recorded, resulting in the tax benefit.

• In the three and nine months ended October 2, 2016, we recognized tax benefits of $2.2 million and $6.0 million, respectively, as a result of reducing a deferred tax valuation allowance related to net operating loss carryforwards in a foreign jurisdiction. Based on certain restructuring transactions in the nine months ended October 2, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the nine months ended October 2, 2016 were partially offset by a $2.7 million tax expense to record a liability for uncertain tax positions in one of our foreign jurisdictions.

Our income tax expense and effective tax rate in future periods may be impacted by many factors, including our geographic mix of income and changes in tax laws.

Consolidated Adjusted Revenues and Adjusted EBITDA

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Adjusted Revenues	$	621,745		$	602,468		3.2	%	$	1,783,759		$	1,749,649		1.9	%
Adjusted EBITDA	119,237			111,545			6.9	%	324,075			308,720			5.0	%
as a percent of adjusted revenues	19.2		%	18.5		%			18.2		%	17.6		%

Adjusted Revenues increased in the three and nine months ended October 1, 2017 from the comparable periods of 2016 due to the following factors:

•Higher copper costs contributed $5.1 million and $22.6 million to the increase in revenues.in the three and nine months ended October 1, 2017, respectively.

•Acquisitions contributed $11.6 million and $21.8 million to the increase in revenues, respectively.

•Currency translation had an $8.1 million favorable impact and a $2.3 million unfavorable impact to revenues, respectively.

•Lower sales volume resulted in a $5.6 million and $7.9 million decrease in revenues, respectively.

Adjusted EBITDA increased in the three and nine months ended October 1, 2017 from the comparable periods of 2016 primarily due to improved productivity resulting from our restructuring actions and proven Lean enterprise system. Accordingly, as compared to the year ago periods, EBITDA margins expanded 70 basis points and 60 basis points for the three and nine months ended October 1, 2017 to 19.2% and 18.2%, respectively.

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Use of Non-GAAP Financial Information

Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow are non-GAAP financial measures. In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide non-GAAP operating results adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain revenues and gains (losses) from patent settlements; discontinued operations; and other costs. We adjust for the items listed above in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for the purchase accounting effect of recording deferred revenue at fair value in order to reflect the revenues that would have otherwise been recorded by acquired businesses had they remained as independent entities. We believe this presentation is useful in evaluating the underlying performance of acquired companies. Similarly, we adjust for other acquisition-related expenses, such as amortization of intangibles and other impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. The following tables reconcile our GAAP results to our non-GAAP financial measures:

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands, except percentages)
GAAP revenues	$	621,745		$	601,109		$	1,783,759		$	1,744,237
Deferred revenue adjustments (1)	—			1,359			—			5,412
Adjusted revenues	$	621,745		$	602,468		$	1,783,759		$	1,749,649
GAAP net income attributable to Belden	$	1,027		$	36,160		$	62,691		$	94,649
Loss on debt extinguishment	51,594			—			52,441			—
Amortization of intangible assets	27,162			23,808			77,944			75,603
Interest expense, net	19,385			23,513			66,424			71,958
Severance, restructuring, and acquisition integration costs (2)	16,679			12,795			32,839			27,072
Depreciation expense	11,683			11,603			34,594			35,253
Purchase accounting effects related to acquisitions (3)	2,922			—			4,089			195
Deferred gross profit adjustments (1)	—			1,359			—			5,412
Income tax expense (benefit)	(11,133		)	2,395			(6,673		)	(1,136		)
Noncontrolling interest	(82		)	(88		)	(274		)	(286		)
Adjusted EBITDA	$	119,237		$	111,545		$	324,075		$	308,720
GAAP net income margin	0.2		%	6.0		%	3.5		%	5.4		%
Adjusted EBITDA margin	19.2		%	18.5		%	18.2		%	17.6		%

(1) For the three and nine months ended October 2, 2016 , our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2)  See Note 8, Severance, Restructuring, and Acquisition Integration Activities, for details.

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(3)  For the three and nine months ended October 1, 2017 and nine months ended October 2, 2016, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Thinklogical and M2FX acquisitions, respectively.

Segment Results of Operations

For additional information regarding our segment measures, see Note 4 to the Condensed Consolidated Financial Statements.

Broadcast Solutions

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Segment Revenues	$	193,753		$	196,173		(1.2	)%	$	550,420		$	560,966		(1.9	)%
Segment EBITDA	35,671			36,545			(2.4	)%	90,681			89,317			1.5	%
as a percent of segment revenues	18.4		%	18.6		%			16.5		%	15.9		%

Broadcast Solutions revenues decreased in both the three and nine months ended October 1, 2017 from the comparable periods of 2016 primarily due to decreases in sales volume of $14.2 million and $26.0 million, respectively. The decline in volume was most notable in North America, and adversely impacted by natural disasters. Furthermore, a product line transfer to the Enterprise Solutions segment contributed $1.0 million and $4.3 million to the decrease in revenues, respectively. Currency translation had a $1.2 million favorable impact and a $2.1 million unfavorable impact on revenues in the three and nine months ended October 1, 2017, respectively. The acquisition of Thinklogical contributed $11.6 million and $21.8 million of revenues, respectively.

Broadcast Solutions EBITDA decreased $0.8 million and increased $1.4 million in the three and nine months ended October 1, 2017 from the comparable periods of 2016, respectively. The decline in EBITDA in the three months ended October 1, 2017 is primarily attributable to the decline in revenues discussed above. The increase in EBITDA in the nine months ended October 1, 2017 is primarily due to improved productivity resulting from our restructuring actions and acquisition integration activities.  As a result, EBITDA margins expanded to 16.5%, an improvement of 60 basis points over the year ago period.

Enterprise Solutions

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Segment Revenues	$	167,089		$	156,658		6.7	%	$	473,504		$	452,951		4.5	%
Segment EBITDA	26,409			27,294			(3.2	)%	77,310			80,605			(4.1	)%
as a percent of segment revenues	15.8		%	17.4		%			16.3		%	17.8		%

Enterprise Solutions revenues increased $10.4 million and $20.5 million in the three and nine months ended October 1, 2017 from the comparable periods of 2016, respectively. Higher copper costs resulted in an increase in revenues of $2.4 million and $11.6 million, respectively. Volume growth had a $4.7 million and $5.1 million favorable impact on revenues, respectively, primarily driven by our successful commercial programs, as well as growth in our connectivity and Category 6A cable products. A product line transfer from our Broadcast Solutions segment contributed $1.0 million and $4.3 million, respectively. Currency translation had a $2.3 million favorable impact on revenues and $0.5 million unfavorable impact on revenues, respectively.

Enterprise Solutions EBITDA decreased in the three and nine months ended October 1, 2017 compared to the year ago periods primarily because we have been unable to fully pass through the rise in copper costs to our customers.

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Industrial Solutions

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Segment Revenues	$	160,471		$	149,847		7.1	%	$	465,907		$	438,746		6.2	%
Segment EBITDA	30,545			23,649			29.2	%	87,314			73,700			18.5	%
as a percent of segment revenues	19.0		%	15.8		%			18.7		%	16.8		%

Industrial Solutions revenues increased $10.6 million and $27.1 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016. Increases in volume resulted in revenue growth of $5.4 million and $15.4 million, respectively. We experienced strong organic growth in discrete manufacturing, with robust demand from machine builders primarily driven by increased investments in automation. Higher copper costs resulted in an increase in revenues of $2.6 million and $10.9 million, respectively, and favorable currency translation resulted in an increase in revenues of $2.6 million and $0.8 million, respectively.

Industrial Solutions EBITDA increased $6.9 million and $13.6 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016 primarily due to leverage on volume and productivity gains. Accordingly, Industrial Solutions EBITDA margins expanded a robust 320 basis points and 190 basis points to 19.0% and 18.7%, respectively.

Network Solutions

	Three Months Ended								Nine Months Ended
	October 1, 2017			October 2, 2016			% Change		October 1, 2017			October 2, 2016			% Change
	(In thousands, except percentages)
Segment Revenues	$	100,432		$	99,790		0.6	%	$	293,928		$	296,986		(1.0	)%
Segment EBITDA	24,906			24,448			1.9	%	65,563			66,715			(1.7	)%
as a percent of segment revenues	24.8		%	24.5		%			22.3		%	22.5		%

Network Solutions revenues increased $0.6 million and decreased $3.1 million, respectively, in the three and nine months ended October 1, 2017 from the comparable periods of 2016.  Currency translation had a $2.0 million favorable impact on revenues and $0.5 million unfavorable impact on revenues, respectively. Decreases in volume had a $1.4 million and $2.6 million unfavorable impact on revenues, respectively.

Network Solutions EBITDA increased in the three months ended October 1, 2017 from the comparable period of 2016 primarily due to productivity. EBITDA decreased in the nine months ended October 1, 2017 from the comparable period of 2016 primarily due to unfavorable product mix, partially offset by improved productivity.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, (4) our available credit facilities and other borrowing arrangements, and (5) cash proceeds from equity offerings. We expect our operating activities to generate cash in 2017 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing in the event we complete a significant acquisition. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.

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The following table is derived from our Condensed Consolidated Cash Flow Statements:

	Nine Months Ended
	October 1, 2017			October 2, 2016
	(In thousands)
Net cash provided by (used for):
Operating activities	$	103,615		$	147,429
Investing activities	(200,311		)	(54,594		)
Financing activities	(305,242		)	438,014
Effects of currency exchange rate changes on cash and cash equivalents	15,185			705
Increase (decrease) in cash and cash equivalents	(386,753		)	531,554
Cash and cash equivalents, beginning of period	848,116			216,751
Cash and cash equivalents, end of period	$	461,363		$	748,305

Net cash provided by operating activities totaled $103.6 million in the nine months ended October 1, 2017, compared to $147.4 million for the comparable period of 2016, a decrease of $43.8 million. This deterioration was primarily due to an unfavorable change in inventory of $55.8 million. The unfavorable change in inventory was primarily due to higher copper prices and higher levels of inventory. The increase in inventory levels was due in part to our industrial manufacturing footprint program and lower sales volume in our Broadcast Solutions segment.

Net cash used for investing activities totaled $200.3 million for the nine months ended October 1, 2017, compared to $54.6 million for the comparable period of 2016. Investing activities for the nine months ended October 1, 2017 included payments, net of cash acquired, for the acquisition of Thinklogical of $165.9 million; capital expenditures of $33.4 million; and a $1.0 million payment related to our 2015 acquisition of Tripwire that had previously been deferred. Investing activities for the nine months ended October 2, 2016 included capital expenditures of $36.1 million; payments, net of cash acquired, for the acquisition of M2FX of $15.3 million; and payments of $2.5 million related to our 2015 acquisition of Tripwire that had previously been deferred.

Net cash used for financing activities for the nine months ended October 1, 2017 totaled $305.2 million, compared to $438.0 million of net cash provided by financing activities for the comparable period of 2016. Financing activities for the nine months ended October 1, 2017 included payments under borrowing arrangements of $1,105.9 million, cash dividend payments of $32.5 million, debt issuance costs of $16.6 million, payments under our share repurchase program of $11.5 million, and net payments related to share based compensation activities of $5.4 million. Financing activities for the nine months ended October 2, 2016 included net proceeds from the issuance of preferred stock of $501.5 million, payments under borrowing arrangements of $51.9 million, cash dividend payments of $6.3 million, and net payments related to share based compensation activities of $5.3 million.

Our cash and cash equivalents balance was $461.4 million as of October 1, 2017. Of this amount, $141.1 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the 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.

Our outstanding debt obligations as of October 1, 2017 consisted of $1,553.8 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 9 to the Condensed Consolidated Financial Statements. As of October 1, 2017, we had $314.1 million in available borrowing capacity under our Revolver.

Forward-Looking Statements

Statements in this report other than historical facts are “forward-looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. These forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, including, without limitation: the impact of a challenging global economy or a downturn in served markets; the competitiveness of the global broadcast, enterprise, and industrial markets; the inability to

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successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; volatility in credit and foreign exchange markets; variability in the Company’s quarterly and annual effective tax rates; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials; disruption of, or changes in, the Company’s key distribution channels; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); disruptions in the Company’s information systems including due to cyber-attacks; the inability of the Company to develop and introduce new products and competitive responses to our products; the inability to retain senior management and key employees; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; risks related to the use of open source software; the impact of regulatory requirements and other legal compliance issues; perceived or actual product failures; political and economic uncertainties in the countries where the Company conducts business, including emerging markets; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 17, 2017. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

Item 3:        Quantitative and Qualitative Disclosures about Market Risks

The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal amounts by expected maturity dates and fair values as of October 1, 2017.

	Principal Amount by Expected Maturity							Fair
	2017		Thereafter			Total		Value
	(In thousands, except interest rates)
Fixed-rate senior subordinated notes due 2027	$	—	$	528,165		$	528,165	$	530,278
Average interest rate			3.375		%
Fixed-rate senior subordinated notes due 2026	$	—	$	234,740		$	234,740	$	249,942
Average interest rate			4.125		%
Fixed-rate senior subordinated notes due 2025	$	—	$	352,110		$	352,110	$	347,638
Average interest rate			2.875		%
Fixed-rate senior subordinated notes due 2024	$	—	$	200,000		$	200,000	$	208,500
Average interest rate			5.25		%
Fixed-rate senior subordinated notes due 2023	$	—	$	238,805		$	238,805	$	246,511
Average interest rate			5.50		%
Total						$	1,553,820	$	1,582,869

Item 7A of our 2016 Annual Report on Form 10-K provides information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, 2016.

Item 4:        Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1:        Legal Proceedings

PPC Broadband, Inc. v. Corning Optical Communications RF, LLC - On July 5, 2011, the Company’s wholly-owned subsidiary, PPC Broadband, Inc. (“PPC”), filed an action for patent infringement in the U.S. District Court for the Northern District of New York against Corning Optical Communications RF LLC (“Corning”). The Complaint alleged that Corning infringed two of PPC’s patents - U.S. Patent Nos. 6,558,194 and 6,848,940 - each entitled “Connector and Method of Operation.” In July 2015, a jury found that Corning willfully infringed both patents.  In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million.  On December 2, 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit, and that appeal remains pending.  We have not recorded any amounts in our consolidated financial statements related to this matter due to the pendency of the appeal.

We are also a party to various legal proceedings and administrative actions that are incidental to our operations. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, operating results, or cash flows. However, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future.

Item 1A:     Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our 2016 Annual Report on Form 10-K.

Item 2:     Unregistered Sales of Equity Securities and Use of Proceeds

Set forth below is information regarding our stock repurchases for the three months ended October 1, 2017.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 3, 2017 through August 6, 2017	—	$	—	—	$	200,000,000
August 7, 2017 through September 3, 2017	76,117	75.22		76,117	194,274,563
September 4, 2017 through October 1, 2017	74,989	77.11		74,989	188,492,482
Total	151,106	$	76.16	151,106	$	188,492,482

(1) In May 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of 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. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. During the three months ended October 1, 2017, we repurchased 0.2 million shares of our common stock under the share repurchase program for an aggregate cost of $11.5 million and an average price per share of $76.16.

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Item 6:        Exhibits

Exhibits

Exhibit 4.1	Fifth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023.
Exhibit 4.2	Fourth Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024.
Exhibit 4.3	First Supplemental Indenture relating to 2.875% Senior Subordinated Notes due 2025.
Exhibit 4.4	Second Supplemental Indenture relating to 4.125% Senior Subordinated Notes due 2026.
Exhibit 4.5	First Supplemental Indenture relating to 3.375% Senior Subordinated Notes due 2027.
Exhibit 10.1	Amendment #1 to Amended and Restated Credit Agreement.
Exhibit 31.1	Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation
Exhibit 101.DEF	XBRL Taxonomy Extension Definition
Exhibit 101.LAB	XBRL Taxonomy Extension Label
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BELDEN INC.
Date:	November 6, 2017	By:	/s/ John S. Stroup
			John S. Stroup
			President, Chief Executive Officer, and Chairman
Date:	November 6, 2017	By:	/s/ Henk Derksen
			Henk Derksen
			Senior Vice President, Finance, and Chief Financial Officer
Date:	November 6, 2017	By:	/s/ Douglas R. Zink
			Douglas R. Zink
			Vice President and Chief Accounting Officer

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

FIFTH SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of October 25, 2017

to

Indenture

Dated as of March 21, 2013

5.5% Senior Subordinated Notes due 2023

THIS FIFTH SUPPLEMENTAL INDENTURE (this “SupplementalIndenture”), dated as of October 25, 2017 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Thinklogical, LLC, a Delaware limited liability company (the “New Guarantor”) and Deutsche Trustee Company Limited, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of March 21, 2013 (the “Original Indenture”), by and among the Company, the Existing Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Transfer Agent and Registrar, providing for the issuance of €300,000,000 in aggregate principal amount of the Company’s 5.5% Senior Subordinated Notes due 2023 (the “Notes”), of which €200,000,000 aggregate principal amount is outstanding on the date hereof, as supplemented by the First Supplemental Indenture thereto, dated as of October 17, 2013, the Second Supplemental Indenture thereto, dated as of August 14, 2014, the Third Supplemental Indenture thereto, dated as of February 24, 2015, and the Fourth Supplemental Indenture thereto, dated as of June 7, 2017 (the Original Indenture, as so amended and supplemented, the “Indenture”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interests to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01.    The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

1

Section 1.02.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.03.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.    

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.

By:     /s/ William Tiszai    Name: William Tiszai
Title: Vice President, Global Sales

Operations, and Treasurer

BELDEN WIRE & CABLE COMPANY LLC

BELDEN HOLDINGS, LLC

CDT INTERNATIONAL HOLDINGS LLC

BELDEN 1993 LLC

PPC BROADBAND, INC.

BELDEN FINANCE 2013 LP

GARRETTCOM, INC.

GRASS VALLEY USA, LLC

PROSOFT TECHNOLOGY, INC.            

VIA HOLDINGS I, INC.

VIA HOLDINGS II, INC.

TRIPWIRE, INC.

THINKLOGICAL, LLC

By:     /s/ William Tiszai    Name: William Tiszai    
Title: Treasurer

Signature Page to Fifth Supplemental Indenture (2023 Notes)

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

By:        /s/ David Contino        Name: David Contino
Title:     Associate Director

By:        /s/ Kieran Odedra        Name:    Kieran Odedra
Title:     Associate Director

Signature Page to Fifth Supplemental Indenture (2023 Notes)

EX-4.2

Exhibit 4.2

EXECUTION VERSION

FOURTH SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of October 25, 2017

to

Indenture

Dated as of June 27, 2014

5.25% Senior Subordinated Notes due 2024

THIS FOURTH SUPPLEMENTAL INDENTURE (this “SupplementalIndenture”), dated as of October 25, 2017, is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Thinklogical, LLC, a Delaware limited liability company (the “New Guarantor”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of June 27, 2014 (the “Original Indenture”), as amended by the First Supplemental Indenture thereto, dated as of August 14, 2014, the Second Supplemental Indenture thereto, dated as of February 24, 2015, and the Third Supplemental Indenture thereto, dated as of June 6, 2017 (the Original Indenture, as so amended and supplemented, the “Indenture”), providing for the issuance of $200,000,000 in aggregate principal amount of the Company’s 5.25% Senior Subordinated Notes due 2024 (the “Notes”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interests to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01.    The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.02.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

1

Section 1.03.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.    

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.

By:     /s/ William Tiszai    Name: William Tiszai
Title: Vice President, Global Sales

Operations, and Treasurer

BELDEN WIRE & CABLE COMPANY LLC

BELDEN HOLDINGS, LLC

CDT INTERNATIONAL HOLDINGS LLC

BELDEN 1993 LLC

PPC BROADBAND, INC.

BELDEN FINANCE 2013 LP

GARRETTCOM, INC.

GRASS VALLEY USA, LLC

PROSOFT TECHNOLOGY, INC.            

VIA HOLDINGS I, INC.

VIA HOLDINGS II, INC.

TRIPWIRE, INC.

THINKLOGICAL, LLC

By:     /s/ William Tiszai    Name: William Tiszai    
Title: Treasurer

Signature Page to Fourth Supplemental Indenture (2024 Notes)

U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE

By:        /s/ Raymond S. Haverstock         Name: Raymond S. Haverstock Title: Vice President

Signature Page to Fourth Supplemental Indenture (2024 Notes)

EX-4.3

Exhibit 4.3

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 25, 2017

to

Indenture

Dated as of September 19, 2017

2.875% Senior Subordinated Notes due 2025

THIS FIRST SUPPLEMENTAL INDENTURE (this “SupplementalIndenture”), dated as of October 25, 2017 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Thinklogical, LLC, a Delaware limited liability company (the “New Guarantor”) and Deutsche Trustee Company Limited, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of September 19, 2017 (the “Indenture”), by and among the Company, the Existing Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Transfer Agent and Registrar, providing for the issuance of €300,000,000 in aggregate principal amount of the Company’s 2.875% Senior Subordinated Notes due 2025 (the “Notes”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interests to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01.    The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.02.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.03.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.    

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.

By:     /s/ William Tiszai    Name: William Tiszai
Title: Vice President, Global Sales

Operations, and Treasurer

BELDEN WIRE & CABLE COMPANY LLC

BELDEN HOLDINGS, LLC

CDT INTERNATIONAL HOLDINGS LLC

BELDEN 1993 LLC

PPC BROADBAND, INC.

BELDEN FINANCE 2013 LP

GARRETTCOM, INC.

GRASS VALLEY USA, LLC

PROSOFT TECHNOLOGY, INC.            

VIA HOLDINGS I, INC.

VIA HOLDINGS II, INC.

TRIPWIRE, INC.

THINKLOGICAL, LLC

By:     /s/ William Tiszai    Name: William Tiszai    
Title: Treasurer

Signature Page to First Supplemental Indenture (2025 Notes)

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

By:        /s/ David Contino        Name: David Contino
Title:     Associate Director

By:        /s/ Kieran Odedra        Name:    Kieran Odedra
Title:     Associate Director

Signature Page to First Supplemental Indenture (2025 Notes)

EX-4.4

Exhibit 4.4

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of October 25, 2017

to

Indenture

Dated as of October 10, 2016

4.125% Senior Subordinated Notes due 2026

THIS SECOND SUPPLEMENTAL INDENTURE (this “SupplementalIndenture”), dated as of October 25, 2017, is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Thinklogical, LLC, a Delaware limited liability company (the “New Guarantor”) and Deutsche Trustee Company Limited, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of October 10, 2016 (the “Original Indenture”), by and among the Company, the Existing Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Transfer Agent and Registrar, providing for the issuance of €200,000,000 in aggregate principal amount of the Company’s 4.125% Senior Subordinated Notes due 2026 (the “Notes”), as supplemented by the First Supplemental Indenture thereto, dated as of June 7, 2017 (the Original Indenture, as so amended and supplemented, the “Indenture”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interests to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01.    The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

1

Section 1.02.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.03.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.    

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.

By:     /s/ William Tiszai    Name: William Tiszai
Title: Vice President, Global Sales

Operations, and Treasurer

BELDEN WIRE & CABLE COMPANY LLC

BELDEN HOLDINGS, LLC

CDT INTERNATIONAL HOLDINGS LLC

BELDEN 1993 LLC

PPC BROADBAND, INC.

BELDEN FINANCE 2013 LP

GARRETTCOM, INC.

GRASS VALLEY USA, LLC

PROSOFT TECHNOLOGY, INC.            

VIA HOLDINGS I, INC.

VIA HOLDINGS II, INC.

TRIPWIRE, INC.

THINKLOGICAL, LLC

By:     /s/ William Tiszai    Name: William Tiszai    
Title: Treasurer

Signature Page to Second Supplemental Indenture (2026 Notes)

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

By:        /s/ David Contino        Name: David Contino
Title:     Associate Director

By:        /s/ Kieran Odedra        Name:    Kieran Odedra
Title:     Associate Director

Signature Page to Second Supplemental Indenture (2026 Notes)

EX-4.5

Exhibit 4.5

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

BELDEN INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 25, 2017

to

Indenture

Dated as of July 6, 2017

3.375% Senior Subordinated Notes due 2027

THIS FIRST SUPPLEMENTAL INDENTURE (this “SupplementalIndenture”), dated as of October 25, 2017 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, Thinklogical, LLC, a Delaware limited liability company (the “New Guarantor”) and Deutsche Trustee Company Limited, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of July 6, 2017 (the “Indenture”), by and among the Company, the Existing Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Transfer Agent and Registrar, providing for the issuance of €450,000,000 in aggregate principal amount of the Company’s 3.375% Senior Subordinated Notes due 2027 (the “Notes”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and

WHEREAS, the New Guarantor has determined that it is in its best interests to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantor and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New Guarantor and the Trustee, in accordance with their terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.01.    The New Guarantor hereby agrees, jointly and severally, with the Existing Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.02.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

1

Section 1.03.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantor and the Trustee.

ARTICLE II

Section 2.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 2.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 2.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.    

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the date first written above.

BELDEN INC.

By:     /s/ William Tiszai    Name: William Tiszai
Title: Vice President, Global Sales

Operations, and Treasurer

BELDEN WIRE & CABLE COMPANY LLC

BELDEN HOLDINGS, LLC

CDT INTERNATIONAL HOLDINGS LLC

BELDEN 1993 LLC

PPC BROADBAND, INC.

BELDEN FINANCE 2013 LP

GARRETTCOM, INC.

GRASS VALLEY USA, LLC

PROSOFT TECHNOLOGY, INC.            

VIA HOLDINGS I, INC.

VIA HOLDINGS II, INC.

TRIPWIRE, INC.

THINKLOGICAL, LLC

By:     /s/ William Tiszai    Name: William Tiszai    
Title: Treasurer

Signature Page to First Supplemental Indenture (2027 Notes)

DEUTSCHE TRUSTEE COMPANY LIMITED,

as Trustee

By:        /s/ David Contino        Name: David Contino
Title:     Associate Director

By:        /s/ Kieran Odedra        Name:    Kieran Odedra
Title:     Associate Director

Signature Page to First Supplemental Indenture (2027 Notes)

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1

Dated as of November 2, 2017

to

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 16, 2017

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 2, 2017 by and among Belden Inc., a Delaware corporation (the “Company”), the Foreign Borrowers party hereto (collectively with the Company, the “Borrowers”), the Loan Guarantors party hereto (collectively with the Borrowers, the “Loan Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of May 16, 2017 by and among the Company, the Foreign Borrowers and other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;

WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.

1.Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a)Section 1.01 of the Credit Agreement is hereby amended to add the following new defined term thereto in the appropriate alphabetical location:

“Amendment No. 1 Effective Date” means November 2, 2017.    

(b)Section 1.01 of the Credit Agreement is hereby amended to restate the definition of “Issuing Bank Sublimit” in its entirety to read as follows:

“Issuing Bank Sublimit” means, as of the Amendment No. 1 Effective Date, (i) $22,500,000, in the case of JPMorgan Chase Bank, N.A., (ii) $12,500,000, in the case of Wells Fargo Bank, National Association, and (iii) such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by another Issuing Bank. Each Issuing Bank’s Issuing Bank

1

Sublimit may be decreased or increased from time to time, upon written notice to the Administrative Agent, with the written consent of the Company and such Issuing Bank.    

(c)Section 2.06(b) of the Credit Agreement is hereby amended to restate the third sentence thereof in its entirety to read as follows:

“A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 1.06 and 2.11(b), the U.S. Dollar Amount of the LC Exposure shall not exceed $75,000,000 and (ii) the Revolving Exposure Limitations shall be satisfied.”

2.Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that:

(a)the Administrative Agent shall have received counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders and the Administrative Agent; and

(b)the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable out-of-pocket expenses (including, to the extent invoiced, reasonable out-of-pocket fees and expenses of joint counsels for the Administrative Agent) in connection with this Amendment.

3.Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:

(a)The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and delivered by such Loan Party and this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and requirements of reasonableness, good faith and fair dealing.

(b)The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except in each case as have been obtained or made and that are in full force and effect and except for filings required to perfect the Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable to such Loan Party and its Restricted Subsidiaries, (iii) will not violate in any material respect or result in a default under any material indenture, material agreement or other material instrument binding upon such Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by such Loan Party or any of its Restricted Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Loan Party or any of its Restricted Subsidiaries, other than Liens created under the Loan Documents, except, in the case of clauses (i) and (ii) above, where such breach or the failure to take such action could not reasonably be expected to result in a Material Adverse Effect.

2

(c)As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties of (or made with respect to) such Loan Party set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation and warranty is stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date).

4.Reference to and Effect on the Credit Agreement.

(a)Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment is a Loan Document and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.

(b)Each Loan Party (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of any Loan Party arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement and each and every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Secured Parties) pursuant to any of the Loan Documents, and (iv) acknowledges and agrees that, except as specifically modified above, the Credit Agreement and all other Loan Documents executed and/or delivered by it in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

6.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

BORROWERS:

BELDEN INC.,

as the Company

By: /s/ Brian Anderson            Name: Brian Anderson

Title: Senior VP, Legal, General Counsel & Corporate

Secretary

BELDEN CANADA INC.,

as a Foreign Borrower

By:     /s/ Brian Anderson            Name: Brian Anderson

Title: Secretary

BELDEN EUROPE B.V.,

as a Foreign Borrower

By:     /s/ Henk Derksen            
Name: Henk Derksen

Title: Director

BELDEN DEUTSCHLAND GMBH,

as a Foreign Borrower

By:     /s/ Henk Derksen            
Name: Henk Derksen

Title: Director

HIRSCHMANN AUTOMATION AND CONTROL GMBH,

as a Foreign Borrower

By:     /s/ Henk Derksen            
Name: Henk Derksen

Title: Director

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

OTHER LOAN PARTIES:

BELDEN 1993 LLC

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

GARRETTCOM, INC.

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

BELDEN HOLDINGS, LLC

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

BELDEN WIRE & CABLE COMPANY LLC

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

CDT INTERNATIONAL HOLDINGS LLC

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

GRASS VALLEY USA, LLC

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

BELDEN FINANCE 2013 LP

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

PPC BROADBAND, INC.

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

VIA HOLDINGS I, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

VIA HOLDINGS II, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

TRIPWIRE, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

BELDEN CANADA FINANCE 1 ULC

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

BELDEN CANADA FINANCE 2 ULC

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

GRASS VALLEY CANADA (f/k/a Miranda Technologies Partnership), by its partner GRASS VALLEY CANADA PARTNER ULC

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

GRASS VALLEY CANADA PARTNER ULC (f/k/a Miranda Technologies Partner ULC)

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

GRASS VALLEY BROADCAST SOLUTIONS LIMITED (f/k/a Miranda Technologies Limited)

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

PROSOFT TECHNOLOGY, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

BELDEN WIRE & CABLE B.V.

By:     /s/ Brian Anderson        

Name: Henk Derksen

Title: Managing Director

GRASS VALLEY NEDERLAND B.V.

By:     /s/ John de Kok            

Name: John de Kok

Title: Director

THINKLOGICAL, LLC

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

JPMORGAN CHASE BANK, N.A.,

individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative Agent

By:     /s/ Stephanie Lis            

Name: Stephanie Lis

Title: Authorized Officer

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH

By:     /s/ Auggie Marchetti        

Name: Auggie Marchetti

Title: Authorized Officer

J.P. MORGAN EUROPE LIMITED

By:     /s/ Kennedy A. Capin        

Name: Kennedy A. Capin

Title: Authorized Officer

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By:     /s/ Matt Harbour        

Name: Matt Harbour

Title: Authorized Signatory

WELLS FARGO CAPITAL FINANCE CORPORATION CANADA,

as a Lender

By:     /s/ David G. Phillips        

Name: David G. Phillips

Title: Senior Vice President Credit Officer, Canada

Wells Fargo Capital Finance Corporation Canada

WELLS FARGO BANK, NATIONAL ASSOCIATION (LONDON BRANCH),

as a Lender

By:     /s/ N B Hogg            

Name: N B Hogg

Title: Authorized Signatory

By:     /s/ T Saldanha            

Name: T Saldanha

Title: Authorized Signatory

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

CITIBANK, N.A.,

as a Lender

By:     /s/ Javier Escobar        

Name: Javier Escobar

Title: Vice President and Director

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:     /s/ Nicole Manies        

Name: Nicole Manies

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION,

Acting through its Canadian branch, as a Lender

By:     /s/ John P. Rehob        

Name: John P. Rehob

Title: Vice President & Principal Officer

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

GOLDMAN SACHS LENDING PARTNERS LLC,

as a Lender

By:     /s/ Chris Lam            

Name: Chris Lam

Title: Authorized Signatory

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

By:     /s/ Marvus Tarkington        

Name: Marcus Tarkington

Title: Director

By:     /s/ Dusan Lazarov        

Name: Dusan Lazarov

Title: Director

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

HSBC BANK USA, N.A.,

as a Lender

By:     /s/ Meredith Philips        

Name: Meredith Philips

Title: Assistant Vice President

Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement

Belden Inc.

EX-31.1

Exhibit 31.1

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John S. Stroup, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2017

/s/ John S. Stroup

John S. Stroup

President, Chief Executive Officer, and Chairman                           

EX-31.2

Exhibit 31.2

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Henk Derksen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2017

/s/ Henk Derksen

Henk Derksen

Senior Vice President, Finance, and Chief Financial Officer                          

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended October 1, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Stroup, President, Chief Executive Officer, and Chairman of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John S. Stroup

John S. Stroup

President, Chief Executive Officer, and Chairman

November 6, 2017

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended October 1, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Henk Derksen

Henk Derksen

Senior Vice President, Finance, and Chief Financial Officer

November 6, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Oct. 01, 2017	Nov. 02, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 01, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Trading Symbol	BDC
Entity Registrant Name	BELDEN INC.
Entity Central Index Key	0000913142
Current Fiscal Year End Date	--12-31
Entity File Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		42,173,892

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 01, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 461,363	$ 848,116
Receivables, net	439,276	388,059
Inventories, net	262,494	190,408
Other current assets	67,048	29,176
Total assets held for sale	35,953	23,193
Total current assets	1,266,134	1,478,952
Property, plant and equipment, less accumulated depreciation	324,617	309,291
Goodwill	1,475,467	1,385,995
Intangible assets, less accumulated amortization	566,958	560,082
Deferred income taxes	35,565	33,706
Other long-lived assets	36,107	38,777
Total assets	3,704,848	3,806,803
Current liabilities:
Accounts payable	301,173	258,203
Accrued liabilities	257,729	310,340
Liabilities held for sale	1,732	1,736
Total current liabilities	560,634	570,279
Long-term debt	1,530,077	1,620,161
Postretirement benefits	112,938	104,050
Deferred income taxes	21,528	14,276
Other long-term liabilities	37,311	36,720
Stockholders’ equity:
Preferred stock	1	1
Common stock	503	503
Additional paid-in capital	1,123,623	1,116,090
Retained earnings	813,936	783,812
Accumulated other comprehensive loss	(84,342)	(39,067)
Treasury stock	(412,059)	(401,026)
Total Belden stockholders’ equity	1,441,662	1,460,313
Noncontrolling interest	698	1,004
Total stockholders’ equity	1,442,360	1,461,317
Total liabilities and stockholders' equity	$ 3,704,848	$ 3,806,803

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Income Statement [Abstract]
Revenues	$ 621,745	$ 601,109	$ 1,783,759	$ 1,744,237
Cost of sales	(381,921)	(355,147)	(1,079,312)	(1,025,027)
Gross profit	239,824	245,962	704,447	719,210
Selling, general and administrative expenses	(116,429)	(126,662)	(346,786)	(372,125)
Research and development	(35,442)	(33,512)	(105,108)	(106,297)
Amortization of intangibles	(27,162)	(23,808)	(77,944)	(75,603)
Operating income	60,791	61,980	174,609	165,185
Interest expense, net	(19,385)	(23,513)	(66,424)	(71,958)
Loss on debt extinguishment	(51,594)	0	(52,441)	0
Income (loss) before taxes	(10,188)	38,467	55,744	93,227
Income tax benefit (expense)	11,133	(2,395)	6,673	1,136
Net income	945	36,072	62,417	94,363
Less: Net loss attributable to noncontrolling interest	(82)	(88)	(274)	(286)
Net income attributable to Belden	1,027	36,160	62,691	94,649
Less: Preferred stock dividends	8,732	6,695	26,198	6,695
Net income (loss) attributable to Belden common stockholders	$ (7,705)	$ 29,465	$ 36,493	$ 87,954
Weighted average number of common shares and equivalents:
Basic (in shares)	42,256	42,126	42,251	42,073
Diluted (in shares)	42,256	42,648	42,663	42,534
Basic income per share attributable to Belden common stockholders (in usd per share)	$ (0.18)	$ 0.70	$ 0.86	$ 2.09
Diluted income per share attributable to Belden common stockholders (in usd per share)	$ (0.18)	$ 0.69	$ 0.86	$ 2.07
Comprehensive income (loss) attributable to Belden	$ (18,127)	$ 32,353	$ 17,416	$ 90,760
Common stock dividends declared per share (in usd per share)	$ 0.05	$ 0.05	$ 0.15	$ 0.15

XML

Condensed Consolidated Cash Flow Statements (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016
Cash flows from operating activities:
Net income	$ 62,417	$ 94,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,538	110,857
Share-based compensation	13,431	13,943
Loss on debt extinguishment	52,441	0
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(32,950)	(9,843)
Inventories	(50,232)	5,626
Accounts payable	30,290	(3,889)
Accrued liabilities	(54,828)	(43,594)
Income taxes	(32,071)	(17,375)
Other assets	(9,046)	2,798
Other liabilities	11,625	(5,457)
Net cash provided by operating activities	103,615	147,429
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired	(166,896)	(17,848)
Capital expenditures	(33,430)	(36,057)
Other	0	(971)
Proceeds from disposal of tangible assets	15	282
Net cash used for investing activities	(200,311)	(54,594)
Cash flows from financing activities:
Payments under borrowing arrangements	(1,105,892)	(51,875)
Cash dividends paid	(32,535)	(6,307)
Debt issuance costs paid	(16,586)	0
Payments under share repurchase program	(11,508)	0
Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options	(5,421)	(5,302)
Proceeds from the issuance of preferred stock, net	0	501,498
Borrowings under credit arrangements	866,700	0
Net cash provided by (used for) financing activities	(305,242)	438,014
Effect of foreign currency exchange rate changes on cash and cash equivalents	15,185	705
Increase (decrease) in cash and cash equivalents	(386,753)	531,554
Cash and cash equivalents, beginning of period	848,116	216,751
Cash and cash equivalents, end of period	$ 461,363	$ 748,305

XML

Condensed Consolidated Stockholders' Equity Statement (Unaudited) - 9 months ended Oct. 01, 2017 - USD ($) shares in Thousands, $ in Thousands	Total	Mandatory Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interest
Beginning balance, shares at Dec. 31, 2016		52	50,335			(8,155)
Beginning balance at Dec. 31, 2016	$ 1,461,317	$ 1	$ 503	$ 1,116,090	$ 783,812	$ (401,026)	$ (39,067)	$ 1,004
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	62,417				62,691			(274)
Foreign currency translation, net of $1.5 million tax	(46,478)						(46,446)	(32)
Adjustments to pension and postretirement liability, net of $0.7 million tax	1,171						1,171
Other comprehensive loss, net of tax	(45,307)
Exercise of stock options, net of tax withholding forfeitures	(1,696)			(1,628)		$ (68)
Exercise of stock options, net of tax withholding forfeitures (in shares)						34
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	$ (3,727)			(4,270)		$ 543
Conversion of restricted stock units into common stock, net of tax withholding forfeitures (in shares)						97
Share repurchase program (in shares)	(200)					(151)
Share repurchase program	$ (11,508)					$ (11,508)
Share-based compensation	13,431			13,431
Preferred stock dividends	(26,198)				(26,198)
Common stock dividends ($0.15 per share)	(6,369)				(6,369)
Ending balance, shares at Oct. 01, 2017		52	50,335			(8,175)
Ending balance at Oct. 01, 2017	$ 1,442,360	$ 1	$ 503	$ 1,123,623	$ 813,936	$ (412,059)	$ (84,342)	$ 698

XML

Condensed Consolidated Stockholders' Equity Statement (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Statement of Stockholders' Equity [Abstract]
Foreign currency translation, tax expense (benefit)	$ 1.1	$ 0.4	$ 1.5	$ 1.5
Adjustments to pension and postretirement liability, tax expense	$ 0.2	$ 3.1	$ 0.7	$ 3.7
Dividends declared per share (in usd per share)	$ 0.05	$ 0.05	$ 0.15	$ 0.15

XML

Summary of Significant Accounting Policies

9 Months Ended

Oct. 01, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2016:

• Are prepared from the books and records without audit, and

• Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

• Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2016 Annual Report on Form 10-K.

Business Description

We are a signal transmission solutions provider built around four global business platforms – Broadcast Solutions, Enterprise Solutions, Industrial Solutions, and Network Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

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 April 2, 2017, the 92nd day of our fiscal year 2017. Our fiscal second and third quarters each have 91 days. The nine months ended October 1, 2017 and October 2, 2016 included 274 and 276 days, respectively.

Reclassifications

We have made certain reclassifications to the 2016 Condensed Consolidated Financial Statements for our segment change with no impact to reported net income in order to conform to the 2017 presentation. See Note 4.

Operating Segments

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments.  The formation is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications.  We have revised the prior period segment information to conform to the change in the composition of these reportable segments.  In connection with this change, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively.

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. 

As of and during the three and nine months ended October 1, 2017 and October 2, 2016, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2). We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended October 1, 2017 and October 2, 2016.

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. 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. As of October 1, 2017, we did not have any significant cash equivalents.

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. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. 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. 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.

As of October 1, 2017, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $7.8 million, $2.4 million, and $2.0 million, respectively.

Contingent Gain

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an action for patent infringement against Corning Optical Communications RF LLC (Corning). The complaint alleged that Corning infringed two of PPC’s patents.  In July 2015, a jury found that Corning willfully infringed both patents.  In November 2016, following a series of post-trial motions, the trial judge issued rulings for a total judgment in our favor of approximately $61.3 million. In December 2016, Corning appealed the case to the U.S. Court of Appeals for the Federal Circuit, and that appeal remains pending. We have not recorded any amounts in our consolidated financial statements related to this matter due to the pendency of the appeal.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple elements. For these arrangements, when the elements can be separated, the revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element. Generally, we determine relative selling price using vendor specific objective evidence (VSOE) of fair value.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known. Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

We have certain products subject to the accounting guidance on software revenue recognition. For such products, software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, collection is probable and VSOE of the fair value of undelivered elements exists. As substantially all of the software licenses are sold in multiple-element arrangements that include either support and maintenance or both support and maintenance and professional services, we use the residual method to determine the amount of software license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon VSOE of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as software license revenue. We have established VSOE of the fair value of support and maintenance, subscription-based software licenses, and professional services. Software license revenue is generally recognized upon delivery of the software if all revenue recognition criteria are met.

Revenue allocated to support services under our support and maintenance contracts is typically paid in advance and recognized ratably over the term of the service. Revenue allocated to subscription-based software and remote ongoing operational services is also paid in advance and recognized ratably over the term of the service. Revenue allocated to professional services, including remote implementation services, is recognized as the services are performed.

Subsequent Events

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

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We plan to adopt ASU 2014-09 on January 1, 2018, using the modified retrospective method of adoption. Our overall, initial assessment indicates that the impact of adopting ASU 2014-09 on our consolidated financial statements will not be material. We do not expect significant changes in the timing or method of revenue recognition for any of our material revenue streams. We are currently completing detailed contract reviews to determine if any adjustments are necessary to our existing accounting policies and to support our overall, initial assessment. We believe the most significant impact of adopting ASU 2014-09 will be on our disclosures regarding revenue recognition. We will continue our evaluation of ASU 2014-09, including new or emerging interpretations of the standard, through the date of adoption.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02), a leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019. Early adoption is permitted. The standard requires the use of a modified retrospective transition method. We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

 In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2016-16 will have on our consolidated financial statements and related disclosures.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component will be eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2017-07 will have on our consolidated financial statements and related disclosures.

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Acquisitions

9 Months Ended

Oct. 01, 2017

Business Combinations [Abstract]

Acquisitions

Acquisitions

Thinklogical Holdings, LLC

We acquired 100% of the outstanding ownership interest in Thinklogical Holdings, LLC (Thinklogical) on May 31, 2017 for cash of $171.3 million. Thinklogical designs, manufactures, and markets high-bandwidth fiber matrix switches, video, and keyboard/video/mouse extender solutions, camera extenders, and console management solutions. Thinklogical is headquartered in Connecticut. The results of Thinklogical have been included in our Consolidated Financial Statements from May 31, 2017, and are reported within the Broadcast Solutions segment. The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as of May 31, 2017 (in thousands):

Cash	$	5,376
Receivables	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	76,400
Goodwill	68,394
Total assets acquired	$	175,558
Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286
Net assets	$	171,272

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.

The preliminary fair value of acquired receivables is $4.4 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our estimate of the preliminary fair value for the acquired inventory, intangible assets, and deferred revenue on a preliminary valuation study performed by a third party valuation firm. We have estimated a preliminary fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. 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 and deferred revenue (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the Thinklogical acquisition primarily consist of utilizing Belden's fiber and connectivity portfolio with Thinklogical's connections between matrix switch, control systems, transmitters and source to expand our product portfolio across our segments to both existing and new customers. Our tax basis in the acquired goodwill is approximately $41.0 million and is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The intangible assets related to the acquisition consisted of the following:

	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	65,200	10.0
Customer relationships	6,600		8.0
Trademarks	3,100		10.0
Sales backlog	1,500		0.3
Total intangible assets subject to amortization	$	76,400
Intangible assets not subject to amortization:
Goodwill	$	68,394	n/a
Total intangible assets not subject to amortization	$	68,394
Total intangible assets	$	144,794
Weighted average amortization period			9.6

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. 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 of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Our consolidated revenues and consolidated loss before taxes for the three months ended October 1, 2017 included revenues of $11.6 million and a loss before taxes of $2.7 million, respectively, from Thinklogical. Our consolidated revenues and consolidated income before taxes for the nine months ended October 1, 2017 included revenues of $21.8 million and a loss before taxes of $1.7 million, respectively, from Thinklogical.

The following table illustrates the unaudited pro forma effect on operating results as if the Thinklogical acquisition had been completed as of January 1, 2016.

	Three Months Ended					Nine Months Ended
	October 1, 2017			October 2, 2016		October1, 2017		October 2, 2016
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	621,745		$	616,760	$	1,792,614	$	1,772,202
Net income (loss) attributable to Belden common stockholders	(5,128		)	34,564		37,097		85,588
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.12	)	$	0.81	$	0.87	$	2.01

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.

M2FX

We acquired 100% of the shares of M2FX Limited (M2FX) on January 7, 2016 for a purchase price of $19.0 million. M2FX is a manufacturer of fiber optic cable and fiber protective solutions for broadband access and telecommunications networks. M2FX is located in the United Kingdom. The results of M2FX have been included in our Consolidated Financial Statements from January 7, 2016, and are reported within the Broadcast Solutions segment. The M2FX acquisition was not material to our financial position or results of operations.

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Assets Held for Sale

9 Months Ended

Oct. 01, 2017

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

Assets Held for Sale

We classify assets and liabilities as held for sale (disposal group) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale.

During the fourth quarter of 2016, we committed to a plan to sell our MCS business and Hirschmann JV and determined that we met all of the criteria to classify the assets and liabilities of these businesses as held for sale. The MCS business is part of the Industrial Solutions segment and the Hirschmann JV is an equity method investment that is not included in an operating segment. The MCS business operates in Germany and the United States, and the Hirschmann JV is an equity method investment located in China. During the fourth quarter of 2016, we reached an agreement in principle to sell this disposal group for a total sales price of $39 million. The carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based on the expected sales price, by $23.9 million. Therefore, we recognized an impairment charge equal to this amount in the fourth quarter of 2016. During the first quarter of 2017, we signed a definitive sales agreement for a purchase price of $39 million, and we expect the sale to be completed in the fourth quarter of 2017. The following table provides the major classes of assets and liabilities classified as held for sale as of October 1, 2017 and December 31, 2016. In addition, the disposal group had $5.1 million and $15.7 million of accumulated other comprehensive losses at October 1, 2017 and December 31, 2016, respectively.

	October 1, 2017			December 31, 2016
	(In thousands)
Receivables, net	$	5,937		$	4,551
Inventories, net	4,302			2,848
Other current assets	1,101			1,131
Property, plant, and equipment, less accumulated depreciation	2,348			1,946
Intangible assets, less accumulated amortization	4,589			4,405
Goodwill	5,477			5,477
Other long-lived assets	36,130			26,766
Total assets of disposal group	59,884			47,124
Impairment of assets held for sale	(23,931		)	(23,931		)
Total assets held for sale	$	35,953		$	23,193
Accrued liabilities	$	1,325		$	1,288
Postretirement benefits	407			448
Total liabilities held for sale	$	1,732		$	1,736

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Operating Segments

9 Months Ended

Oct. 01, 2017

Segment Reporting [Abstract]

Operating Segments

Operating Segments

We are organized around four global business platforms:  Broadcast Solutions, Enterprise Solutions, Industrial Solutions, and Network Solutions. Each of the global business platforms represents a reportable segment.

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments.  The formation of this new segment is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications.  We have revised the prior period segment information to conform to the change in the composition of these reportable segments. This change had no impact to our reporting units for purposes of goodwill impairment testing.

Beginning in 2017, sales of certain audio-visual cable that had previously been reported in our Broadcast Solutions segment are now reported in our Enterprise Solutions segment.  As the annual revenues associated with this product line are not material, we have not revised the prior period segment information. 

The key measures of segment profit or loss reviewed by our chief operating decision maker are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues and include revenues that would have otherwise been recorded by acquired businesses as independent entities but were not recognized in our Consolidated Statements of Operations due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value; 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.

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.

	Broadcast Solutions		Enterprise Solutions		Industrial Solutions		Network Solutions		Total Segments
	(In thousands)
As of and for the three months ended October 1, 2017
Segment revenues	$	193,753	$	167,089	$	160,471	$	100,432	$	621,745
Affiliate revenues	129		1,419		332		—		1,880
Segment EBITDA	35,671		26,409		30,545		24,906		117,531
Depreciation expense	4,088		2,740		3,285		1,570		11,683
Amortization expense	13,482		438		646		12,596		27,162
Severance, restructuring, and acquisition integration costs	3,056		6,253		6,840		530		16,679
Purchase accounting effects of acquisitions	2,922		—		—		—		2,922
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the three months ended October 2, 2016
Segment revenues	$	196,173	$	156,658	$	149,847	$	99,790	$	602,468
Affiliate revenues	46		1,587		511		13		2,157
Segment EBITDA	36,545		27,294		23,649		24,448		111,936
Depreciation expense	4,063		3,210		2,738		1,592		11,603
Amortization expense	10,955		431		604		11,818		23,808
Severance, restructuring, and acquisition integration costs	174		5,573		4,746		2,302		12,795
Deferred gross profit adjustments	283		—		—		1,076		1,359
Segment assets	314,020		265,085		261,923		105,938		946,966
As of and for the nine months ended October 1, 2017
Segment revenues	$	550,420	$	473,504	$	465,907	$	293,928	$	1,783,759
Affiliate revenues	324		5,522		994		92		6,932
Segment EBITDA	90,681		77,310		87,314		65,563		320,868
Depreciation expense	12,095		8,034		9,659		4,806		34,594
Amortization expense	36,950		1,291		1,928		37,775		77,944
Severance, restructuring, and acquisition integration costs	4,434		19,267		8,307		831		32,839
Purchase accounting effects of acquisitions	4,089		—		—		—		4,089
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the nine months ended October 2, 2016
Segment revenues	$	560,966	$	452,951	$	438,746	$	296,986	$	1,749,649
Affiliate revenues	644		4,615		906		44		6,209
Segment EBITDA	89,317		80,605		73,700		66,715		310,337
Depreciation expense	12,086		10,028		8,165		4,974		35,253
Amortization expense	37,306		1,292		1,796		35,209		75,603
Severance, restructuring, and acquisition integration costs	5,871		7,280		7,982		5,939		27,072
Purchase accounting effects of acquisitions	195		—		—		—		195
Deferred gross profit adjustments	1,391		—		—		4,021		5,412
Segment assets	314,020		265,085		261,923		105,938		946,966

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
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Total Segment Revenues	$	621,745		$	602,468		$	1,783,759		$	1,749,649
Deferred revenue adjustments (1)	—			(1,359		)	—			(5,412		)
Consolidated Revenues	$	621,745		$	601,109		$	1,783,759		$	1,744,237
Total Segment EBITDA	$	117,531		$	111,936		$	320,868		$	310,337
Amortization of intangibles	(27,162		)	(23,808		)	(77,944		)	(75,603		)
Severance, restructuring, and acquisition integration costs (2)	(16,679		)	(12,795		)	(32,839		)	(27,072		)
Depreciation expense	(11,683		)	(11,603		)	(34,594		)	(35,253		)
Purchase accounting effects related to acquisitions (3)	(2,922		)	—			(4,089		)	(195		)
Deferred gross profit adjustments (1)	—			(1,359		)	—			(5,412		)
Income from equity method investment	2,551			586			5,835			1,077
Eliminations	(845		)	(977		)	(2,628		)	(2,694		)
Consolidated operating income	60,791			61,980			174,609			165,185
Interest expense, net	(19,385		)	(23,513		)	(66,424		)	(71,958		)
Loss on debt extinguishment	(51,594		)	—			(52,441		)	—
Consolidated income (loss) before taxes	$	(10,188	)	$	38,467		$	55,744		$	93,227

(1) For the three and nine months ended October 2, 2016 , our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2)  See Note 8, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3)  For the three and nine months ended October 1, 2017 and nine months ended October 2, 2016, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Thinklogical and M2FX acquisitions, respectively.

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Income per Share

9 Months Ended

Oct. 01, 2017

Earnings Per Share [Abstract]

Income per Share

Income per Share

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

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Numerator:
Net income	$	945		$	36,072		$	62,417		$	94,363
Less: Net loss attributable to noncontrolling interest	(82		)	(88		)	(274		)	(286		)
Less: Preferred stock dividends	8,732			6,695			26,198			6,695
Net income (loss) attributable to Belden common stockholders	$	(7,705	)	$	29,465		$	36,493		$	87,954
Denominator:
Weighted average shares outstanding, basic	42,256			42,126			42,251			42,073
Effect of dilutive common stock equivalents	—			522			412			461
Weighted average shares outstanding, diluted	42,256			42,648			42,663			42,534

For the three and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include outstanding equity awards of 0.9 million and 0.5 million, respectively, because to do so would have been anti-dilutive. In addition, for both the three and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million because the related performance conditions have not been satisfied. Furthermore, for the three and nine months ended October 1, 2017, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 6.8 million and 6.9 million common shares, respectively, because deducting the preferred stock dividends from net income was more dilutive.

For the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million and 0.7 million, respectively, because to do so would have been anti-dilutive. In addition, for both the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million because the related performance conditions have not been satisfied. Furthermore, for the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 5.2 million and 1.7 million common shares, respectively, because deducting the preferred stock dividends from net income was more dilutive.

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.

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Inventories

9 Months Ended

Oct. 01, 2017

Inventory Disclosure [Abstract]

Inventories

Inventories

The major classes of inventories were as follows:

	October 1, 2017			December 31, 2016
	(In thousands)
Raw materials	$	119,754		$	90,019
Work-in-process	39,672			25,166
Finished goods	130,009			99,784
Gross inventories	289,435			214,969
Excess and obsolete reserves	(26,941		)	(24,561		)
Net inventories	$	262,494		$	190,408

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Long-Lived Assets

9 Months Ended

Oct. 01, 2017

Property, Plant and Equipment [Abstract]

Long-Lived Assets

Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $11.7 million and $34.6 million in the three and nine months ended October 1, 2017, respectively. We recognized depreciation expense of $11.6 million and $35.3 million in the three and nine months ended October 2, 2016, respectively. 

In connection with the segment change discussed in Note 4, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes. We began amortizing the Tripwire trademark in the first quarter of 2017, which resulted in amortization expense of $0.8 million and $2.4 million for the three and nine months ended October 1, 2017, respectively. As of October 1, 2017, the net book value of the Tripwire trademark was $28.6 million.

We recognized amortization expense related to our intangible assets of $27.2 million and $77.9 million in the three and nine months ended October 1, 2017, respectively. We recognized amortization expense related to our intangible assets of $23.8 million and $75.6 million in the three and nine months ended October 2, 2016, respectively.

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Severance, Restructuring, and Acquisition Integration Activities

9 Months Ended

Oct. 01, 2017

Restructuring and Related Activities [Abstract]

Severance, Restructuring, and Acquisition Integration Activities

Severance, Restructuring, and Acquisition Integration Activities

Industrial and Network Solutions Restructuring Program: 2015-2016

Both our Industrial Solutions and Network Solutions segments were negatively impacted by a decline in sales volume in 2015. At such time, global demand for industrial products was negatively impacted by the strengthened U.S. dollar and lower energy prices. As a result, our customers reduced their capital spending. In response to these industrial market conditions, we began to execute a restructuring program in the fourth fiscal quarter of 2015 to reduce our cost structure. We recognized $2.6 million and $8.4 million of severance and other restructuring costs for this program duringthe three and nine months ended October 2, 2016, respectively. Most of these costs were incurred by our Network Solutions segment. We did not incur any severance and other restructuring costs for this program in 2017. To date, we have incurred a total of $13 million in severance and other restructuring costs for this program. We expect the restructuring program to generate approximately $18 million of savings on an annualized basis, and we are substantially realizing such benefits.

Industrial Manufacturing Footprint Program: 2016 - 2017

In 2016, we began a program to consolidate our manufacturing footprint. The manufacturing consolidation is expected to be completed in 2018. We recognized $10.0 million and $12.5 million of severance and other restructuring costs for this program during the three and nine months ended October 2, 2016, respectively. We recognized $11.4 million and $25.3 million of severance and other restructuring costs for this program during the three and nine months ended October 1, 2017, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms. To date, we have incurred a total of $43.1 million in severance and other restructuring costs, including manufacturing inefficiencies for this program. We expect to incur approximately $7 million of additional severance and other restructuring costs for this program over 2017 and 2018. We expect the program to generate approximately $13 million of savings on an annualized basis, which we began to realize in the third quarter of 2017.

Grass Valley Restructuring Program: 2015-2016

Our Broadcast Solutions segment’s Grass Valley brand was negatively impacted by a decline in global demand of broadcast technology infrastructure products beginning in 2015. Outside of the U.S., demand for these products was impacted by the relative price increase of products due to the strengthened U.S. dollar as well as the impact of weaker economic conditions which resulted in lower capital spending. Within the U.S., demand for these products was impacted by deferred capital spending. We believe broadcast customers deferred their capital spending as they navigated through a number of important industry transitions and a changing media landscape. In response to these broadcast market conditions, we began to execute a restructuring program beginning in the third fiscal quarter of 2015 to reduce our cost structure. We recognized $0.1 million and $5.1 million of severance and other restructuring costs for this program duringthe three and nine months ended October 2, 2016, respectively. We did not incur any severance and other restructuring costs for this program in 2017. To date, we have incurred a total of $34.1 million in severance and other restructuring costs for this program. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, and we are substantially realizing such benefits.

The following table summarizes the costs by segment of the various programs described above as well as other immaterial programs and acquisition integration activities:

	Severance			Other Restructuring and Integration Costs		Total Costs
Three Months Ended October 1, 2017	(In thousands)
Broadcast Solutions	$	510		$	2,546	$	3,056
Enterprise Solutions	712			5,541		6,253
Industrial Solutions	712			6,128		6,840
Network Solutions	—			530		530
Total	$	1,934		$	14,745	$	16,679
Three Months Ended October 2, 2016
Broadcast Solutions	$	(114	)	$	288	$	174
Enterprise Solutions	(21		)	5,594		5,573
Industrial Solutions	184			4,562		4,746
Network Solutions	1,103			1,199		2,302
Total	$	1,152		$	11,643	$	12,795
Nine Months Ended October 1, 2017
Broadcast Solutions	$	559		$	3,875	$	4,434
Enterprise Solutions	2,839			16,428		19,267
Industrial Solutions	865			7,442		8,307
Network Solutions	—			831		831
Total	$	4,263		$	28,576	$	32,839
Nine Months Ended October 2, 2016
Broadcast Solutions	$	(865	)	$	6,736	$	5,871
Enterprise Solutions	55			7,225		7,280
Industrial Solutions	1,961			6,021		7,982
Network Solutions	3,734			2,205		5,939
Total	$	4,885		$	22,187	$	27,072

Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 1, 2017, $12.4 million, $4.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended October 2, 2016, $2.9 million, $9.9 million, and $0.0 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 1, 2017, $26.5 million, $6.2 million, and $0.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the nine months ended October 2, 2016, $6.8 million, $19.6 million, and $0.7 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

The other restructuring and integration costs primarily consisted of non-cash pension settlement charges due in part to our restructuring activities as well as equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the other cash restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.   

There were no significant severance accrual balances as of October 1, 2017 or December 31, 2016.

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Long-Term Debt and Other Borrowing Arrangements

9 Months Ended

Oct. 01, 2017

Debt Disclosure [Abstract]

Long-Term Debt and Other Borrowing Arrangements

Long-Term Debt and Other Borrowing Arrangements

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

	October 1, 2017			December 31, 2016
	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.375% Senior subordinated notes due 2027	528,165			—
4.125% Senior subordinated notes due 2026	234,740			209,081
2.875% Senior subordinated notes due 2025	352,110			—
5.25% Senior subordinated notes due 2024	200,000			200,000
5.50% Senior subordinated notes due 2023	238,805			529,146
5.50% Senior subordinated notes due 2022	—			700,000
9.25% Senior subordinated notes due 2019	—			5,221
Total senior subordinated notes	1,553,820			1,643,448
Less unamortized debt issuance costs	(23,743		)	(23,287		)
Long-term debt	$	1,530,077		$	1,620,161

Revolving Credit Agreement due 2022

On May 16, 2017, we entered into an Amended and Restated Credit Agreement (the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver provides a $400.0 million multi-currency asset-based revolving credit facility. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We recognized a $0.8 million loss on debt extinguishment for unamortized debt issuance costs related to creditors no longer participating in the new Revolver. In connection with executing the Revolver, we paid $2.2 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of October 1, 2017, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $314.1 million.

Senior Subordinated Notes

In July 2017, we completed an offering for €450.0 million ($509.5 million at issuance) aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of October 1, 2017 is $528.2 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 2026, 2025, 2024, and 2023 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, beginning on January 15, 2018. We paid approximately $8.7 million of fees associated with the issuance of the 2027 Notes, which will be amortized over the life of the 2027 Notes using the effective interest method. We used the net proceeds from this offering and cash on hand to repurchase all of the $700.0 million 2022 Notes outstanding for cash consideration of $722.7 million. We recognized a $29.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

We have outstanding €200.0 million aggregate principal amount of 4.125% senior subordinated notes due 2026 (the 2026 Notes). The carrying value of the 2026 Notes as of October 1, 2017 is $234.7 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2026 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2025, 2024, and 2023 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 April 15 and October 15 of each year.

In September 2017, we completed an offering for €300.0 million ($357.2 million at issuance) aggregate principal amount of 2.875% senior subordinated notes due 2025 (the 2025 Notes). The carrying value of the 2025 Notes as of October 1, 2017 is $352.1 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2024, and 2023 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, beginning on March 15, 2018. We paid approximately $5.7 million of fees associated with the issuance of the 2025 Notes, which will be amortized over the life of the 2025 Notes using the effective interest method. We used the net proceeds from this offering to repurchase €300.0 million of the €500.0 million 2023 Notes outstanding. See further discussion below.

We have outstanding $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024 (the 2024 Notes). The 2024 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The 2024 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2025, and 2023 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 had outstanding €500.0 million aggregate principal amount of 5.5% senior subordinated notes due 2023 (the 2023 Notes). In September 2017, we repurchased €300.0 million of the €500.0 million 2023 Notes outstanding for cash consideration of $377.9 million and recognized a $21.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. The carrying value of the 2023 Notes as of October 1, 2017 is $238.8 million. The 2023 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, 2025, and 2024 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 April 15 and October 15 of each year.

We had outstanding $5.2 million aggregate principal amount of 9.25% senior subordinated notes due 2019 (the 2019 Notes). On June 15, 2017, we repaid all of the 2019 Notes outstanding, plus accrued interest, and recognized an immaterial loss on debt extinguishment related to unamortized debt issuance costs.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of October 1, 2017 was approximately $1,582.9 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 $1,553.8 million as of October 1, 2017.

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Net Investment Hedge

9 Months Ended

Oct. 01, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Net Investment Hedge

Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency ledger. As of October 1, 2017, all 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 exchange rates. The transaction gain or loss is reported in the cumulative translation adjustment section of other comprehensive income. The amount of the cumulative translation adjustment associated with these notes at October 1, 2017 was $25.3 million.

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Income Taxes

9 Months Ended

Oct. 01, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We recognized an income tax benefit of $11.1 million and $6.7 million for the three and nine months ended October 1, 2017, respectively, representing effective tax rates of 109.3% and (12.0)%, respectively. The effective tax rates were impacted by the following significant factors:

• We recognized an income tax benefit of $2.5 million and $8.4 million in the three and nine months ended October 1, 2017, respectively, as a result of the implementation of a foreign tax credit planning strategy.

• Foreign tax rate differences reduced our income tax expense by approximately $1.4 million and $8.4 million in the three and nine months ended October 1, 2017, respectively. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively.

• We also recognized an income tax benefit of $6.4 million and $11.7 million in the three and nine months ended October 1, 2017, respectively, related to non-taxable currency translation gains.

All other items impacting the effective tax rate represented a net expense of $2.6 million and $2.3 million in the three and nine months ended October 1, 2017, respectively.

We recognized income tax expense of $2.4 million for the three months ended October 2, 2016, representing an effective tax rate of 6.2% . We recognized an income tax benefit of $1.1 million for the nine months ended October 2, 2016, representing an effective tax rate of (1.2)%. The effective tax rates were impacted by the following significant factors:

• We recognized $2.9 million and $11.0 million of tax benefit in the three and nine months ended October 2, 2016, respectively, as the result of securing a significant tax deduction for a foreign currency loss by implementing several transactions related to our international tax structure.

• We also recognized a $7.0 million tax benefit in the nine months ended October 2, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we secured a Private Letter Ruling from the Internal Revenue Service that effectively increased the tax basis in the acquired assets to the full fair value. Accordingly, a book-tax difference was eliminated, and we reversed deferred tax liabilities previously recorded, resulting in the tax benefit.

• In the three and nine months ended October 2, 2016, we recognized tax benefits of $2.2 million and $6.0 million, respectively, as a result of reducing a deferred tax valuation allowance related to net operating loss carryforwards in a foreign jurisdiction. Based on certain restructuring transactions in the nine months ended October 2, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the nine months ended October 2, 2016 were partially offset by a $2.7 million tax expense to record a liability for uncertain tax positions in one of our foreign jurisdictions.

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Pension and Other Postretirement Obligations

9 Months Ended

Oct. 01, 2017

Retirement Benefits [Abstract]

Pension and Other Postretirement Obligations

Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans:

	Pension Obligations						Other Postretirement Obligations
Three Months Ended	October 1, 2017			October 2, 2016			October 1, 2017		October 2, 2016
	(In thousands)
Service cost	$	1,206		$	1,282		$	14	$	11
Interest cost	1,822			2,202			344		305
Expected return on plan assets	(2,487		)	(2,931		)	—		—
Amortization of prior service credit	(10		)	(11		)	—		(11		)
Actuarial losses	633			659			23		29
Settlement loss	—			7,385			—		—
Net periodic benefit cost	$	1,164		$	8,586		$	381	$	334
Nine Months Ended
Service cost	$	3,549		$	4,118		$	41	$	40
Interest cost	5,391			7,020			1,000		1,152
Expected return on plan assets	(7,415		)	(9,339		)	—		—
Amortization of prior service credit	(30		)	(29		)	—		(33		)
Actuarial losses	1,866			2,067			68		260
Settlement loss	—			7,385			—		—
Net periodic benefit cost	$	3,361		$	11,222		$	1,109	$	1,419

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Oct. 01, 2017

Equity [Abstract]

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Net income	$	945		$	36,072		$	62,417		$	94,363
Foreign currency translation loss, net of $1.1 million, $0.4 million, $1.5 million, and $1.5 million tax, respectively	(19,535		)	(8,762		)	(46,478		)	(9,855		)
Adjustments to pension and postretirement liability, net of $0.2 million, $3.1 million, $0.7 million, and $3.7 million tax, respectively	397			4,952			1,171			5,934
Total comprehensive income (loss)	(18,193		)	32,262			17,110			90,442
Less: Comprehensive loss attributable to noncontrolling interest	(66		)	(91		)	(306		)	(318		)
Comprehensive income (loss) attributable to Belden	$	(18,127	)	$	32,353		$	17,416		$	90,760

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, 2016	$	(4,661	)	$	(34,406	)	$	(39,067	)
Other comprehensive loss attributable to Belden before reclassifications	(46,446		)	—			(46,446		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,171			1,171
Net current period other comprehensive loss attributable to Belden	(46,446		)	1,171			(45,275		)
Balance at October 1, 2017	$	(51,107	)	$	(33,235	)	$	(84,342	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended October 1, 2017:

	Amount  Reclassified from   Accumulated Other Comprehensive Income (Loss)			Affected Line  Item in the   Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	1,934		(1)
Prior service credit	(30		)	(1)
Total before tax	1,904
Tax benefit	(733		)
Total net of tax	$	1,171

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

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Preferred Stock

9 Months Ended

Oct. 01, 2017

Equity [Abstract]

Preferred Stock

Preferred Stock

On July 26, 2016, we issued 5.2 million depositary shares, each of which represents 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock (the Preferred Stock), for an offering price of $100 per depositary share. Holders of the Preferred Stock may elect to convert their shares into common stock at any time prior to the mandatory conversion date. Unless earlier converted, each share of Preferred Stock will automatically convert into common stock on or around July 15, 2019 into between 120.46 and 132.50 shares of Belden common stock, subject to customary anti-dilution adjustments. This represents a range of 6.2 million to 6.9 million shares of Belden common stock to be issued upon conversion. The number of shares of Belden common stock issuable upon the mandatory conversion of the Preferred Stock will be determined based upon the volume-weighted average price of Belden’s common stock over the 20 day trading period beginning on, and including, the 22nd scheduled trading day prior to July 15, 2019. The net proceeds from this offering were approximately $501 million. The net proceeds are for general corporate purposes. With respect to dividend and liquidation rights, the Preferred Stock ranks senior to our common stock and junior to all of our existing and future indebtedness. During the three and nine months ended October 1, 2017, dividends on the Preferred Stock were $8.7 million and $26.2 million, respectively.

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Share Repurchases

9 Months Ended

Oct. 01, 2017

Text Block [Abstract]

Share Repurchases

Share Repurchases

On May 25, 2017, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $200.0 million of 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. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. During both the three and nine months ended October 1, 2017, we repurchased 0.2 million shares of our common stock under the share repurchase program for an aggregate cost of $11.5 million and an average price per share of $76.16.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 01, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2016:

• Are prepared from the books and records without audit, and

• Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

• Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2016 Annual Report on Form 10-K

Business Description

Business Description

We are a signal transmission solutions provider built around four global business platforms – Broadcast Solutions, Enterprise Solutions, Industrial Solutions, and Network Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications.

Reporting Periods

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 April 2, 2017, the 92nd day of our fiscal year 2017. Our fiscal second and third quarters each have 91 days. The nine months ended October 1, 2017 and October 2, 2016 included 274 and 276 days, respectively.

Reclassifications

Reclassifications

We have made certain reclassifications to the 2016 Condensed Consolidated Financial Statements for our segment change with no impact to reported net income in order to conform to the 2017 presentation. See Note 4.

Operating Segments

Operating Segments

To leverage the Company's strengths in networking, IoT, and cybersecurity technologies, effective January 1, 2017, we formed a new segment called Network Solutions, which represents the combination of the prior Industrial IT Solutions and Network Security Solutions segments.  The formation is a natural evolution in our organic and inorganic strategies for a range of industrial and non-industrial applications.  We have revised the prior period segment information to conform to the change in the composition of these reportable segments.  In connection with this change, we re-evaluated the useful life of the Tripwire trademark and concluded that an indefinite life is no longer appropriate. We have estimated a useful life of 10 years and will re-evaluate this estimate if and when our expected use of the Tripwire trademark changes.

Fair Value Measurement

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. 

As of and during the three and nine months ended October 1, 2017 and October 2, 2016, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 2).

Cash and Cash Equivalents

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. 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. As of October 1, 2017, we did not have any significant cash equivalents.

Contingent Liabilities

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. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. 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. 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.

Revenue Recognition

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple elements. For these arrangements, when the elements can be separated, the revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element. Generally, we determine relative selling price using vendor specific objective evidence (VSOE) of fair value.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known. Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

We have certain products subject to the accounting guidance on software revenue recognition. For such products, software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, collection is probable and VSOE of the fair value of undelivered elements exists. As substantially all of the software licenses are sold in multiple-element arrangements that include either support and maintenance or both support and maintenance and professional services, we use the residual method to determine the amount of software license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon VSOE of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as software license revenue. We have established VSOE of the fair value of support and maintenance, subscription-based software licenses, and professional services. Software license revenue is generally recognized upon delivery of the software if all revenue recognition criteria are met.

Revenue allocated to support services under our support and maintenance contracts is typically paid in advance and recognized ratably over the term of the service. Revenue allocated to subscription-based software and remote ongoing operational services is also paid in advance and recognized ratably over the term of the service. Revenue allocated to professional services, including remote implementation services, is recognized as the services are performed.

Subsequent Events

Subsequent Events

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

Pending Adoption of Recent Accounting Pronouncements

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We plan to adopt ASU 2014-09 on January 1, 2018, using the modified retrospective method of adoption. Our overall, initial assessment indicates that the impact of adopting ASU 2014-09 on our consolidated financial statements will not be material. We do not expect significant changes in the timing or method of revenue recognition for any of our material revenue streams. We are currently completing detailed contract reviews to determine if any adjustments are necessary to our existing accounting policies and to support our overall, initial assessment. We believe the most significant impact of adopting ASU 2014-09 will be on our disclosures regarding revenue recognition. We will continue our evaluation of ASU 2014-09, including new or emerging interpretations of the standard, through the date of adoption.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02), a leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard will be effective for us beginning January 1, 2019. Early adoption is permitted. The standard requires the use of a modified retrospective transition method. We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

 In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2016-16 will have on our consolidated financial statements and related disclosures.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from the service rendered by their employees during the period. The other components of net benefit cost are required to be presented in the Statement of Operations separately from the service cost component after Operating Income. Additionally, only the service cost component will be eligible for capitalization, when applicable. The standard requires the amendments to be applied retrospectively for the presentation of the service cost component and the other cost components of net periodic pension cost and net periodic OPEB cost in the Statement of Operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension and OPEB costs. The new standard will be effective for us beginning January 1, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2017-07 will have on our consolidated financial statements and related disclosures.

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Acquisitions (Tables)

9 Months Ended

Oct. 01, 2017

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the estimated, preliminary fair value of the assets acquired and the liabilities assumed as of May 31, 2017 (in thousands):

Cash	$	5,376
Receivables	4,355
Inventory	16,424
Prepaid and other current assets	320
Property, plant, and equipment	4,289
Intangible assets	76,400
Goodwill	68,394
Total assets acquired	$	175,558
Accounts payable	$	1,231
Accrued liabilities	1,353
Deferred revenue	1,702
Total liabilities assumed	$	4,286
Net assets	$	171,272

Schedule of Acquired Intangible Assets

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

	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	65,200	10.0
Customer relationships	6,600		8.0
Trademarks	3,100		10.0
Sales backlog	1,500		0.3
Total intangible assets subject to amortization	$	76,400
Intangible assets not subject to amortization:
Goodwill	$	68,394	n/a
Total intangible assets not subject to amortization	$	68,394
Total intangible assets	$	144,794
Weighted average amortization period			9.6

Schedule of Pro Forma Information

The following table illustrates the unaudited pro forma effect on operating results as if the Thinklogical acquisition had been completed as of January 1, 2016.

	Three Months Ended					Nine Months Ended
	October 1, 2017			October 2, 2016		October1, 2017		October 2, 2016
	(In thousands, except per share data)
	(Unaudited)
Revenues	$	621,745		$	616,760	$	1,792,614	$	1,772,202
Net income (loss) attributable to Belden common stockholders	(5,128		)	34,564		37,097		85,588
Diluted income (loss) per share attributable to Belden common stockholders	$	(0.12	)	$	0.81	$	0.87	$	2.01

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Assets Held for Sale (Tables)

9 Months Ended

Oct. 01, 2017

Discontinued Operations and Disposal Groups [Abstract]

Summary of Major Assets and Liabilities Classified as Held for Sale

The following table provides the major classes of assets and liabilities classified as held for sale as of October 1, 2017 and December 31, 2016. In addition, the disposal group had $5.1 million and $15.7 million of accumulated other comprehensive losses at October 1, 2017 and December 31, 2016, respectively.

	October 1, 2017			December 31, 2016
	(In thousands)
Receivables, net	$	5,937		$	4,551
Inventories, net	4,302			2,848
Other current assets	1,101			1,131
Property, plant, and equipment, less accumulated depreciation	2,348			1,946
Intangible assets, less accumulated amortization	4,589			4,405
Goodwill	5,477			5,477
Other long-lived assets	36,130			26,766
Total assets of disposal group	59,884			47,124
Impairment of assets held for sale	(23,931		)	(23,931		)
Total assets held for sale	$	35,953		$	23,193
Accrued liabilities	$	1,325		$	1,288
Postretirement benefits	407			448
Total liabilities held for sale	$	1,732		$	1,736

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Operating Segments (Tables)

9 Months Ended

Oct. 01, 2017

Segment Reporting [Abstract]

Operating Segment Information

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.

	Broadcast Solutions		Enterprise Solutions		Industrial Solutions		Network Solutions		Total Segments
	(In thousands)
As of and for the three months ended October 1, 2017
Segment revenues	$	193,753	$	167,089	$	160,471	$	100,432	$	621,745
Affiliate revenues	129		1,419		332		—		1,880
Segment EBITDA	35,671		26,409		30,545		24,906		117,531
Depreciation expense	4,088		2,740		3,285		1,570		11,683
Amortization expense	13,482		438		646		12,596		27,162
Severance, restructuring, and acquisition integration costs	3,056		6,253		6,840		530		16,679
Purchase accounting effects of acquisitions	2,922		—		—		—		2,922
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the three months ended October 2, 2016
Segment revenues	$	196,173	$	156,658	$	149,847	$	99,790	$	602,468
Affiliate revenues	46		1,587		511		13		2,157
Segment EBITDA	36,545		27,294		23,649		24,448		111,936
Depreciation expense	4,063		3,210		2,738		1,592		11,603
Amortization expense	10,955		431		604		11,818		23,808
Severance, restructuring, and acquisition integration costs	174		5,573		4,746		2,302		12,795
Deferred gross profit adjustments	283		—		—		1,076		1,359
Segment assets	314,020		265,085		261,923		105,938		946,966
As of and for the nine months ended October 1, 2017
Segment revenues	$	550,420	$	473,504	$	465,907	$	293,928	$	1,783,759
Affiliate revenues	324		5,522		994		92		6,932
Segment EBITDA	90,681		77,310		87,314		65,563		320,868
Depreciation expense	12,095		8,034		9,659		4,806		34,594
Amortization expense	36,950		1,291		1,928		37,775		77,944
Severance, restructuring, and acquisition integration costs	4,434		19,267		8,307		831		32,839
Purchase accounting effects of acquisitions	4,089		—		—		—		4,089
Segment assets	373,848		284,327		291,984		108,554		1,058,713
As of and for the nine months ended October 2, 2016
Segment revenues	$	560,966	$	452,951	$	438,746	$	296,986	$	1,749,649
Affiliate revenues	644		4,615		906		44		6,209
Segment EBITDA	89,317		80,605		73,700		66,715		310,337
Depreciation expense	12,086		10,028		8,165		4,974		35,253
Amortization expense	37,306		1,292		1,796		35,209		75,603
Severance, restructuring, and acquisition integration costs	5,871		7,280		7,982		5,939		27,072
Purchase accounting effects of acquisitions	195		—		—		—		195
Deferred gross profit adjustments	1,391		—		—		4,021		5,412
Segment assets	314,020		265,085		261,923		105,938		946,966

Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income from Continuing Operations Before Taxes

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
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Total Segment Revenues	$	621,745		$	602,468		$	1,783,759		$	1,749,649
Deferred revenue adjustments (1)	—			(1,359		)	—			(5,412		)
Consolidated Revenues	$	621,745		$	601,109		$	1,783,759		$	1,744,237
Total Segment EBITDA	$	117,531		$	111,936		$	320,868		$	310,337
Amortization of intangibles	(27,162		)	(23,808		)	(77,944		)	(75,603		)
Severance, restructuring, and acquisition integration costs (2)	(16,679		)	(12,795		)	(32,839		)	(27,072		)
Depreciation expense	(11,683		)	(11,603		)	(34,594		)	(35,253		)
Purchase accounting effects related to acquisitions (3)	(2,922		)	—			(4,089		)	(195		)
Deferred gross profit adjustments (1)	—			(1,359		)	—			(5,412		)
Income from equity method investment	2,551			586			5,835			1,077
Eliminations	(845		)	(977		)	(2,628		)	(2,694		)
Consolidated operating income	60,791			61,980			174,609			165,185
Interest expense, net	(19,385		)	(23,513		)	(66,424		)	(71,958		)
Loss on debt extinguishment	(51,594		)	—			(52,441		)	—
Consolidated income (loss) before taxes	$	(10,188	)	$	38,467		$	55,744		$	93,227

(1) For the three and nine months ended October 2, 2016 , our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value.

(2)  See Note 8, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3)  For the three and nine months ended October 1, 2017 and nine months ended October 2, 2016, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Thinklogical and M2FX acquisitions, respectively.

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Income per Share (Tables)

9 Months Ended

Oct. 01, 2017

Earnings Per Share [Abstract]

Basis for Income Per Share Computations

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

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Numerator:
Net income	$	945		$	36,072		$	62,417		$	94,363
Less: Net loss attributable to noncontrolling interest	(82		)	(88		)	(274		)	(286		)
Less: Preferred stock dividends	8,732			6,695			26,198			6,695
Net income (loss) attributable to Belden common stockholders	$	(7,705	)	$	29,465		$	36,493		$	87,954
Denominator:
Weighted average shares outstanding, basic	42,256			42,126			42,251			42,073
Effect of dilutive common stock equivalents	—			522			412			461
Weighted average shares outstanding, diluted	42,256			42,648			42,663			42,534

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Inventories (Tables)

9 Months Ended

Oct. 01, 2017

Inventory Disclosure [Abstract]

Major Classes of Inventories

The major classes of inventories were as follows:

	October 1, 2017			December 31, 2016
	(In thousands)
Raw materials	$	119,754		$	90,019
Work-in-process	39,672			25,166
Finished goods	130,009			99,784
Gross inventories	289,435			214,969
Excess and obsolete reserves	(26,941		)	(24,561		)
Net inventories	$	262,494		$	190,408

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Severance, Restructuring, and Acquisition Integration Activities (Tables)

9 Months Ended

Oct. 01, 2017

Restructuring and Related Activities [Abstract]

Severance, Restructuring and Integration Costs by Segment

The following table summarizes the costs by segment of the various programs described above as well as other immaterial programs and acquisition integration activities:

	Severance			Other Restructuring and Integration Costs		Total Costs
Three Months Ended October 1, 2017	(In thousands)
Broadcast Solutions	$	510		$	2,546	$	3,056
Enterprise Solutions	712			5,541		6,253
Industrial Solutions	712			6,128		6,840
Network Solutions	—			530		530
Total	$	1,934		$	14,745	$	16,679
Three Months Ended October 2, 2016
Broadcast Solutions	$	(114	)	$	288	$	174
Enterprise Solutions	(21		)	5,594		5,573
Industrial Solutions	184			4,562		4,746
Network Solutions	1,103			1,199		2,302
Total	$	1,152		$	11,643	$	12,795
Nine Months Ended October 1, 2017
Broadcast Solutions	$	559		$	3,875	$	4,434
Enterprise Solutions	2,839			16,428		19,267
Industrial Solutions	865			7,442		8,307
Network Solutions	—			831		831
Total	$	4,263		$	28,576	$	32,839
Nine Months Ended October 2, 2016
Broadcast Solutions	$	(865	)	$	6,736	$	5,871
Enterprise Solutions	55			7,225		7,280
Industrial Solutions	1,961			6,021		7,982
Network Solutions	3,734			2,205		5,939
Total	$	4,885		$	22,187	$	27,072

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Long-Term Debt and Other Borrowing Arrangements (Tables)

9 Months Ended

Oct. 01, 2017

Debt Disclosure [Abstract]

Carrying Values of Long-Term Debt and Other Borrowing Arrangements

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

	October 1, 2017			December 31, 2016
	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.375% Senior subordinated notes due 2027	528,165			—
4.125% Senior subordinated notes due 2026	234,740			209,081
2.875% Senior subordinated notes due 2025	352,110			—
5.25% Senior subordinated notes due 2024	200,000			200,000
5.50% Senior subordinated notes due 2023	238,805			529,146
5.50% Senior subordinated notes due 2022	—			700,000
9.25% Senior subordinated notes due 2019	—			5,221
Total senior subordinated notes	1,553,820			1,643,448
Less unamortized debt issuance costs	(23,743		)	(23,287		)
Long-term debt	$	1,530,077		$	1,620,161

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Pension and Other Postretirement Obligations (Tables)

9 Months Ended

Oct. 01, 2017

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Costs

The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans:

	Pension Obligations						Other Postretirement Obligations
Three Months Ended	October 1, 2017			October 2, 2016			October 1, 2017		October 2, 2016
	(In thousands)
Service cost	$	1,206		$	1,282		$	14	$	11
Interest cost	1,822			2,202			344		305
Expected return on plan assets	(2,487		)	(2,931		)	—		—
Amortization of prior service credit	(10		)	(11		)	—		(11		)
Actuarial losses	633			659			23		29
Settlement loss	—			7,385			—		—
Net periodic benefit cost	$	1,164		$	8,586		$	381	$	334
Nine Months Ended
Service cost	$	3,549		$	4,118		$	41	$	40
Interest cost	5,391			7,020			1,000		1,152
Expected return on plan assets	(7,415		)	(9,339		)	—		—
Amortization of prior service credit	(30		)	(29		)	—		(33		)
Actuarial losses	1,866			2,067			68		260
Settlement loss	—			7,385			—		—
Net periodic benefit cost	$	3,361		$	11,222		$	1,109	$	1,419

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Oct. 01, 2017

Equity [Abstract]

Total Comprehensive Income

The following table summarizes total comprehensive income:

	Three Months Ended						Nine Months Ended
	October 1, 2017			October 2, 2016			October 1, 2017			October 2, 2016
	(In thousands)
Net income	$	945		$	36,072		$	62,417		$	94,363
Foreign currency translation loss, net of $1.1 million, $0.4 million, $1.5 million, and $1.5 million tax, respectively	(19,535		)	(8,762		)	(46,478		)	(9,855		)
Adjustments to pension and postretirement liability, net of $0.2 million, $3.1 million, $0.7 million, and $3.7 million tax, respectively	397			4,952			1,171			5,934
Total comprehensive income (loss)	(18,193		)	32,262			17,110			90,442
Less: Comprehensive loss attributable to noncontrolling interest	(66		)	(91		)	(306		)	(318		)
Comprehensive income (loss) attributable to Belden	$	(18,127	)	$	32,353		$	17,416		$	90,760

Components of Other Comprehensive Income (Loss), Net of Tax

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, 2016	$	(4,661	)	$	(34,406	)	$	(39,067	)
Other comprehensive loss attributable to Belden before reclassifications	(46,446		)	—			(46,446		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,171			1,171
Net current period other comprehensive loss attributable to Belden	(46,446		)	1,171			(45,275		)
Balance at October 1, 2017	$	(51,107	)	$	(33,235	)	$	(84,342	)

Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended October 1, 2017:

	Amount  Reclassified from   Accumulated Other Comprehensive Income (Loss)			Affected Line  Item in the   Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	1,934		(1)
Prior service credit	(30		)	(1)
Total before tax	1,904
Tax benefit	(733		)
Total net of tax	$	1,171

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

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Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands		1 Months Ended		3 Months Ended		9 Months Ended
	Jul. 05, 2011 patent	Nov. 30, 2016 USD ($)	Jul. 31, 2015 patent	Oct. 01, 2017 USD ($)	Oct. 02, 2016 USD ($)	Oct. 01, 2017 USD ($) Segment	Oct. 02, 2016 USD ($)
Significant Accounting Policies [Line Items]
Number of global business platforms | Segment						4
Amortization expense				$ 27,162	$ 23,808	$ 77,944	$ 75,603
Corning | PPC
Significant Accounting Policies [Line Items]
Gain contingency, number of patents allegedly infringed upon | patent	2
Gain contingency, number of patents infringed upon | patent			2
Litigation settlement amount		$ 61,300
Standby Letters of Credit
Significant Accounting Policies [Line Items]
Loss contingency, range of possible loss, portion not accrued				7,800		7,800
Surety Bonds
Significant Accounting Policies [Line Items]
Loss contingency, range of possible loss, portion not accrued				2,400		2,400
Bank Guaranties
Significant Accounting Policies [Line Items]
Loss contingency, range of possible loss, portion not accrued				2,000		$ 2,000
Trademarks
Significant Accounting Policies [Line Items]
Useful life (in years)						10 years
Amortization expense				$ 800		$ 2,400

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Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	May 31, 2017	Jan. 07, 2016	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Business Acquisition [Line Items]
Revenues			$ 621,745	$ 601,109	$ 1,783,759	$ 1,744,237
Loss before taxes			10,188	$ (38,467)	(55,744)	$ (93,227)
Thinklogical Holdings LLC
Business Acquisition [Line Items]
Percentage of outstanding shares acquired	100.00%
Acquisition price	$ 171,300
Receivables	$ 4,355
Business combination, goodwill, tax deductible amount			41,000		$ 41,000
Business acquisition, goodwill, tax deductible period					15 years
Revenues			11,600		$ 21,800
Loss before taxes			$ 2,700		$ 1,700
M2FX Limited
Business Acquisition [Line Items]
Percentage of outstanding shares acquired		100.00%
Acquisition price		$ 19,000

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Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 01, 2017	May 31, 2017	Dec. 31, 2016
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Goodwill	$ 1,475,467		$ 1,385,995
Thinklogical Holdings LLC
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash		$ 5,376
Receivables		4,355
Inventory		16,424
Prepaid and other current assets		320
Property, plant, and equipment		4,289
Intangible assets		76,400
Goodwill		68,394
Total assets acquired		175,558
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts payable		1,231
Accrued liabilities		1,353
Deferred revenue		1,702
Total liabilities assumed		4,286
Net assets		$ 171,272

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Acquisitions - Schedule of Acquired Intangible Assets (Details) - Thinklogical Holdings LLC $ in Thousands	May 31, 2017 USD ($)
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 76,400
Total intangible assets not subject to amortization	68,394
Total intangible assets	$ 144,794
Amortization Period	9 years 7 months 6 days
Goodwill
Business Acquisition [Line Items]
Total intangible assets not subject to amortization	$ 68,394
Developed technologies
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 65,200
Amortization Period	10 years
Customer relationships
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 6,600
Amortization Period	8 years
Trademarks
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 3,100
Amortization Period	10 years
Sales backlog
Business Acquisition [Line Items]
Total intangible assets subject to amortization	$ 1,500
Amortization Period	3 months 19 days

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Acquisitions - Schedule of Pro Forma Information (Details) - Thinklogical Holdings LLC - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Business Acquisition [Line Items]
Revenues	$ 621,745	$ 616,760	$ 1,792,614	$ 1,772,202
Net income (loss) attributable to Belden common stockholders	$ (5,128)	$ 34,564	$ 37,097	$ 85,588
Diluted income (loss) per share attributable to Belden common stockholders (in usd per share)	$ (0.12)	$ 0.81	$ 0.87	$ 2.01

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Assets Held for Sale - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Oct. 01, 2017	Dec. 31, 2016	Apr. 02, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Accumulated other comprehensive loss	$ (39,067)	$ (84,342)	$ (39,067)
Discontinued Operations, Held-for-sale | Hirschmann Jv
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposition, sales price	39,000		39,000	$ 39,000
Impairment of assets held for sale	23,900	23,931	23,931
Accumulated other comprehensive loss	$ 15,700	$ 5,100	$ 15,700

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Assets Held for Sale - Summary of Major Assets and Liabilities Classified as held for Sale (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Oct. 01, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total assets held for sale	$ 23,193	$ 35,953	$ 23,193
Total liabilities held for sale	1,736	1,732	1,736
Discontinued Operations, Held-for-sale | Hirschmann Jv
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Receivables, net	4,551	5,937	4,551
Inventories, net	2,848	4,302	2,848
Other current assets	1,131	1,101	1,131
Property, plant, and equipment, less accumulated depreciation	1,946	2,348	1,946
Intangible assets, less accumulated amortization	4,405	4,589	4,405
Goodwill	5,477	5,477	5,477
Other long-lived assets	26,766	36,130	26,766
Total assets of disposal group	47,124	59,884	47,124
Impairment of assets held for sale	(23,900)	(23,931)	(23,931)
Total assets held for sale	23,193	35,953	23,193
Accrued liabilities	1,288	1,325	1,288
Postretirement benefits	448	407	448
Total liabilities held for sale	$ 1,736	$ 1,732	$ 1,736

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Operating Segments - Additional Information (Detail)	9 Months Ended
	Oct. 01, 2017 Segment
Segment Reporting [Abstract]
Number of global business platforms	4

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Operating Segments - Operating Segment Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Depreciation expense	$ 11,700	$ 11,600	$ 34,600	$ 35,300
Amortization expense	27,162	23,808	77,944	75,603
Severance, restructuring, and acquisition integration costs	16,679	12,795	32,839	27,072
Segment assets	3,704,848		3,704,848		$ 3,806,803
Broadcast Solutions
Segment Reporting Information [Line Items]
Severance, restructuring, and acquisition integration costs	3,056	174	4,434	5,871
Enterprise Solutions
Segment Reporting Information [Line Items]
Severance, restructuring, and acquisition integration costs	6,253	5,573	19,267	7,280
Industrial Solutions
Segment Reporting Information [Line Items]
Severance, restructuring, and acquisition integration costs	6,840	4,746	8,307	7,982
Reportable Segment
Segment Reporting Information [Line Items]
Segment revenues	621,745	602,468	1,783,759	1,749,649
Affiliate revenues	1,880	2,157	6,932	6,209
Segment EBITDA	117,531	111,936	320,868	310,337
Depreciation expense	11,683	11,603	34,594	35,253
Amortization expense	27,162	23,808	77,944	75,603
Severance, restructuring, and acquisition integration costs	16,679	12,795	32,839	27,072
Purchase accounting effects of acquisitions	2,922	0	4,089	195
Deferred gross profit adjustments	0	1,359	0	5,412
Segment assets	1,058,713	946,966	1,058,713	946,966
Reportable Segment | Broadcast Solutions
Segment Reporting Information [Line Items]
Segment revenues	193,753	196,173	550,420	560,966
Affiliate revenues	129	46	324	644
Segment EBITDA	35,671	36,545	90,681	89,317
Depreciation expense	4,088	4,063	12,095	12,086
Amortization expense	13,482	10,955	36,950	37,306
Severance, restructuring, and acquisition integration costs	3,056	174	4,434	5,871
Purchase accounting effects of acquisitions	2,922		4,089	195
Deferred gross profit adjustments		283		1,391
Segment assets	373,848	314,020	373,848	314,020
Reportable Segment | Enterprise Solutions
Segment Reporting Information [Line Items]
Segment revenues	167,089	156,658	473,504	452,951
Affiliate revenues	1,419	1,587	5,522	4,615
Segment EBITDA	26,409	27,294	77,310	80,605
Depreciation expense	2,740	3,210	8,034	10,028
Amortization expense	438	431	1,291	1,292
Severance, restructuring, and acquisition integration costs	6,253	5,573	19,267	7,280
Purchase accounting effects of acquisitions	0		0	0
Deferred gross profit adjustments		0		0
Segment assets	284,327	265,085	284,327	265,085
Reportable Segment | Industrial Solutions
Segment Reporting Information [Line Items]
Segment revenues	160,471	149,847	465,907	438,746
Affiliate revenues	332	511	994	906
Segment EBITDA	30,545	23,649	87,314	73,700
Depreciation expense	3,285	2,738	9,659	8,165
Amortization expense	646	604	1,928	1,796
Severance, restructuring, and acquisition integration costs	6,840	4,746	8,307	7,982
Purchase accounting effects of acquisitions	0		0	0
Deferred gross profit adjustments		0		0
Segment assets	291,984	261,923	291,984	261,923
Reportable Segment | Network Solutions
Segment Reporting Information [Line Items]
Segment revenues	100,432	99,790	293,928	296,986
Affiliate revenues	0	13	92	44
Segment EBITDA	24,906	24,448	65,563	66,715
Depreciation expense	1,570	1,592	4,806	4,974
Amortization expense	12,596	11,818	37,775	35,209
Severance, restructuring, and acquisition integration costs	530	2,302	831	5,939
Purchase accounting effects of acquisitions	0		0	0
Deferred gross profit adjustments		1,076		4,021
Segment assets	$ 108,554	$ 105,938	$ 108,554	$ 105,938

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Operating Segments - Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income from Continuing Operations Before Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Consolidated Revenues	$ 621,745	$ 601,109	$ 1,783,759	$ 1,744,237
Amortization of intangibles	(27,162)	(23,808)	(77,944)	(75,603)
Severance, restructuring, and acquisition integration costs	(16,679)	(12,795)	(32,839)	(27,072)
Depreciation expense	(11,700)	(11,600)	(34,600)	(35,300)
Operating income	60,791	61,980	174,609	165,185
Interest expense, net	(19,385)	(23,513)	(66,424)	(71,958)
Loss on debt extinguishment	(51,594)	0	(52,441)	0
Income before taxes	(10,188)	38,467	55,744	93,227
Reportable Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total Segment Revenues	621,745	602,468	1,783,759	1,749,649
Deferred revenue adjustments	0	(1,359)	0	(5,412)
Consolidated Revenues	621,745	601,109	1,783,759	1,744,237
Total Segment EBITDA	117,531	111,936	320,868	310,337
Amortization of intangibles	(27,162)	(23,808)	(77,944)	(75,603)
Severance, restructuring, and acquisition integration costs	(16,679)	(12,795)	(32,839)	(27,072)
Depreciation expense	(11,683)	(11,603)	(34,594)	(35,253)
Purchase accounting effects related to acquisitions	(2,922)	0	(4,089)	(195)
Deferred gross profit adjustments	0	(1,359)	0	(5,412)
Income from equity method investment	2,551	586	5,835	1,077
Eliminations
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income	$ (845)	$ (977)	$ (2,628)	$ (2,694)

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Income Per Share - Basis for Income Per Share Computations (Detail) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Numerator:
Net income	$ 945	$ 36,072	$ 62,417	$ 94,363
Less: Net loss attributable to noncontrolling interest	(82)	(88)	(274)	(286)
Less: Preferred stock dividends	8,732	6,695	26,198	6,695
Net income (loss) attributable to Belden common stockholders	$ (7,705)	$ 29,465	$ 36,493	$ 87,954
Denominator:
Weighted average shares outstanding, basic (in shares)	42,256	42,126	42,251	42,073
Effect of dilutive common stock equivalents (in shares)	0	522	412	461
Weighted average shares outstanding, diluted (in shares)	42,256	42,648	42,663	42,534

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Income Per Share - Additional Information (Detail) - shares shares in Millions	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from diluted weighted average shares outstanding	0.9	0.4	0.5	0.7
Anti-dilutive shares excluded from diluted weighted average shares outstanding due to performance conditions not being met	0.2	0.1	0.2	0.1
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from diluted weighted average shares outstanding	6.8	5.2	6.9	1.7

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Inventories - Major Classes of Inventories (Detail) - USD ($) $ in Thousands	Oct. 01, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw materials	$ 119,754	$ 90,019
Work-in-process	39,672	25,166
Finished goods	130,009	99,784
Gross inventories	289,435	214,969
Excess and obsolete reserves	(26,941)	(24,561)
Net inventories	$ 262,494	$ 190,408

XML

Long-Lived Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Finite-Lived Intangible Assets [Line Items]
Depreciation expense	$ 11,700	$ 11,600	$ 34,600	$ 35,300
Amortization of intangible assets	27,162	$ 23,808	$ 77,944	$ 75,603
Trademarks
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)			10 years
Amortization of intangible assets	800		$ 2,400
Intangible assets	$ 28,600		$ 28,600

XML

Severance, Restructuring and Acquisition Integration Activities - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		21 Months Ended	24 Months Ended	27 Months Ended
	Oct. 01, 2017	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 01, 2017	Oct. 01, 2017
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs		$ 16,679	$ 12,795	$ 32,839	$ 27,072
Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring and integration cost payable period				60 days
Cost of Sales
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs		12,400	2,900	$ 26,500	6,800
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs		4,200	9,900	6,200	19,600
Research and Development
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs		100	0	100	700
Industrial Restructuring Program
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs			2,600	0	8,400		$ 13,000
Expected savings from the restructuring program	$ 18,000
Industrial Manufacturing Footprint Program
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs		11,400	10,000	25,300	12,500	$ 43,100
Expected savings from the restructuring program	13,000
Additional severance and other restructuring costs	7,000	$ 7,000		7,000		$ 7,000	$ 7,000	$ 7,000
Grass Valley Restructuring Program
Restructuring Cost and Reserve [Line Items]
Severance, restructuring, and acquisition integration costs			$ 100	$ 0	$ 5,100			$ 34,100
Expected savings from the restructuring program	$ 30,000

XML

Severance, Restructuring and Acquisition Integration Activities - Severance, Restructuring and Integration Costs by Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Restructuring Cost and Reserve [Line Items]
Total Costs	$ 16,679	$ 12,795	$ 32,839	$ 27,072
Broadcast Solutions
Restructuring Cost and Reserve [Line Items]
Total Costs	3,056	174	4,434	5,871
Enterprise Solutions
Restructuring Cost and Reserve [Line Items]
Total Costs	6,253	5,573	19,267	7,280
Industrial Solutions
Restructuring Cost and Reserve [Line Items]
Total Costs	6,840	4,746	8,307	7,982
Network Solutions
Restructuring Cost and Reserve [Line Items]
Total Costs	530	2,302	831	5,939
Severance
Restructuring Cost and Reserve [Line Items]
Severance	1,934	1,152	4,263	4,885
Severance | Broadcast Solutions
Restructuring Cost and Reserve [Line Items]
Severance	510	(114)	559	(865)
Severance | Enterprise Solutions
Restructuring Cost and Reserve [Line Items]
Severance	712	(21)	2,839	55
Severance | Industrial Solutions
Restructuring Cost and Reserve [Line Items]
Severance	712	184	865	1,961
Severance | Network Solutions
Restructuring Cost and Reserve [Line Items]
Severance	0	1,103	0	3,734
Other Restructuring and Integration Costs
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	14,745	11,643	28,576	22,187
Other Restructuring and Integration Costs | Broadcast Solutions
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	2,546	288	3,875	6,736
Other Restructuring and Integration Costs | Enterprise Solutions
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	5,541	5,594	16,428	7,225
Other Restructuring and Integration Costs | Industrial Solutions
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	6,128	4,562	7,442	6,021
Other Restructuring and Integration Costs | Network Solutions
Restructuring Cost and Reserve [Line Items]
Other Restructuring and Integration Costs	$ 530	$ 1,199	$ 831	$ 2,205

XML

Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Detail) - USD ($)	Oct. 01, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Total senior subordinated notes	$ 1,553,820,000	$ 1,643,448,000
Less unamortized debt issuance costs	(23,743,000)	(23,287,000)
Long-term debt	1,530,077,000	1,620,161,000
Revolving credit agreement due 2022
Debt Instrument [Line Items]
Revolving credit agreement due 2022	0	0
3.375% Senior subordinated notes due 2027
Debt Instrument [Line Items]
Total senior subordinated notes	$ 528,165,000	$ 0
Senior subordinated notes interest rate	3.375%	3.375%
4.125% Senior subordinated notes due 2026
Debt Instrument [Line Items]
Total senior subordinated notes	$ 234,740,000	$ 209,081,000
Senior subordinated notes interest rate	4.125%	4.125%
2.875% Senior subordinated notes due 2025
Debt Instrument [Line Items]
Total senior subordinated notes	$ 352,110,000	$ 0
Senior subordinated notes interest rate	2.875%	2.875%
5.25% Senior subordinated notes due 2024
Debt Instrument [Line Items]
Total senior subordinated notes	$ 200,000,000	$ 200,000,000
Senior subordinated notes interest rate	5.25%	5.25%
5.50% Senior subordinated notes due 2023
Debt Instrument [Line Items]
Total senior subordinated notes	$ 238,805,000	$ 529,146,000
Senior subordinated notes interest rate	5.50%	5.50%
5.50% Senior subordinated notes due 2022
Debt Instrument [Line Items]
Total senior subordinated notes	$ 0	$ 700,000,000
Senior subordinated notes interest rate	5.50%	5.50%
9.25% Senior subordinated notes due 2019
Debt Instrument [Line Items]
Total senior subordinated notes	$ 0	$ 5,221,000
Senior subordinated notes interest rate	9.25%	9.25%

XML

Long-Term Debt and Other Borrowing Arrangements - Additional Information (Detail)		1 Months Ended		3 Months Ended		9 Months Ended
	May 16, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jul. 31, 2017 USD ($)	Oct. 01, 2017 USD ($)	Oct. 02, 2016 USD ($)	Oct. 01, 2017 USD ($)	Oct. 02, 2016 USD ($)	Oct. 01, 2017 EUR (€)	Oct. 01, 2017 USD ($)	Sep. 30, 2017 EUR (€)	Sep. 30, 2017 USD ($)	Aug. 31, 2017 EUR (€)	Jul. 31, 2017 EUR (€)	Jul. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment				$ 51,594,000	$ 0	$ 52,441,000	$ 0
Senior subordinated notes									$ 1,553,820,000						$ 1,643,448,000
Senior Subordinated Notes
Debt Instrument [Line Items]
Senior subordinated notes									1,553,800,000
Fair value of debt instrument									1,582,900,000
Revolving credit agreement due 2022
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 400,000,000
Commitment fee percentage	0.25%
Fixed charge coverage, minimum threshold (as a percent)	90.00%
Loss on debt extinguishment	$ 800,000
Fees incurred to creditors and third parties	$ 2,200,000
Borrowings outstanding									0						$ 0
Available borrowing capacity									$ 314,100,000
Revolving credit agreement due 2022 | Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (as a percent)	1.25%
Revolving credit agreement due 2022 | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate (as a percent)	1.75%
3.375% Senior subordinated notes due 2027
Debt Instrument [Line Items]
Senior subordinated notes interest rate								3.375%	3.375%						3.375%
Senior subordinated notes									$ 528,165,000						$ 0
3.375% Senior subordinated notes due 2027 | Senior Subordinated Notes
Debt Instrument [Line Items]
Fees incurred to creditors and third parties														$ 8,700,000
Aggregate principal amount outstanding of senior subordinated notes													€ 450,000,000	$ 509,500,000
Senior subordinated notes interest rate													3.375%	3.375%
5.50% Senior subordinated notes due 2022
Debt Instrument [Line Items]
Senior subordinated notes interest rate								5.50%	5.50%						5.50%
Senior subordinated notes									$ 0						$ 700,000,000
5.50% Senior subordinated notes due 2022 | Senior Subordinated Notes
Debt Instrument [Line Items]
Loss on debt extinguishment			$ (29,800,000)
Debt repurchased														$ 700,000,000
Repayments of debt			$ 722,700,000
4.125% Senior subordinated notes due 2026
Debt Instrument [Line Items]
Senior subordinated notes interest rate								4.125%	4.125%						4.125%
Senior subordinated notes									$ 234,740,000						$ 209,081,000
4.125% Senior subordinated notes due 2026 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes | €								€ 200,000,000
Senior subordinated notes interest rate								4.125%	4.125%
2.875% Senior subordinated notes due 2025
Debt Instrument [Line Items]
Senior subordinated notes interest rate								2.875%	2.875%						2.875%
Senior subordinated notes									$ 352,110,000						$ 0
2.875% Senior subordinated notes due 2025 | Senior Subordinated Notes
Debt Instrument [Line Items]
Fees incurred to creditors and third parties											$ 5,700,000
Aggregate principal amount outstanding of senior subordinated notes										€ 300,000,000	$ 357,200,000
Senior subordinated notes interest rate										2.875%	2.875%
5.50% Senior subordinated notes due 2023
Debt Instrument [Line Items]
Senior subordinated notes interest rate								5.50%	5.50%						5.50%
Senior subordinated notes									$ 238,805,000						$ 529,146,000
5.50% Senior subordinated notes due 2023 | Senior Subordinated Notes
Debt Instrument [Line Items]
Loss on debt extinguishment		$ 21,800,000
Aggregate principal amount outstanding of senior subordinated notes | €												€ 500,000,000.0
Senior subordinated notes interest rate								5.50%	5.50%
Debt repurchased | €										€ 300,000,000
Repayments of debt		$ 377,900,000
5.25% Senior subordinated notes due 2024
Debt Instrument [Line Items]
Senior subordinated notes interest rate								5.25%	5.25%						5.25%
Senior subordinated notes									$ 200,000,000						$ 200,000,000
5.25% Senior subordinated notes due 2024 | Senior Subordinated Notes
Debt Instrument [Line Items]
Aggregate principal amount outstanding of senior subordinated notes									$ 200,000,000
Senior subordinated notes interest rate								5.25%	5.25%
9.25% Senior subordinated notes due 2019
Debt Instrument [Line Items]
Senior subordinated notes interest rate								9.25%	9.25%						9.25%
Senior subordinated notes									$ 0						$ 5,221,000

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Net Investment Hedge (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency translation adjustment	$ (19,535)	$ (8,762)	$ (46,478)	$ (9,855)
Senior Subordinate Notes | 4.125% Senior subordinated notes due 2026
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency translation adjustment			$ 25,300

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Operating Loss Carryforwards [Line Items]
Income tax benefit (expense)	$ 11,133	$ (2,395)	$ 6,673	$ 1,136
Effective tax rate	109.30%	6.20%	(12.00%)	(1.20%)
Income tax benefit from implementing a foreign tax credit planning strategy	$ 2,500		$ 8,400
Foreign tax benefit recognized	1,400	$ 2,900	$ 8,400	$ 11,000
Federal statutory income tax rate (as a percent)			35.00%
Income tax benefit from currency translation gains	6,400		$ 11,700
Income tax expense from other reconciling items	$ 2,600		$ 2,300
Deferred tax benefit recognized				(7,000)
Income tax benefit from reducing a deferred tax valuation allowance		$ (2,200)		(6,000)
Net change in reserve for uncertain tax positions				$ (2,700)
GERMANY
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate (as a percent)			28.00%
CANADA
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate (as a percent)			26.00%
NETHERLANDS
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate (as a percent)			25.00%

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Pension and Other Postretirement Obligations - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Pension Obligations
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,206	$ 1,282	$ 3,549	$ 4,118
Interest cost	1,822	2,202	5,391	7,020
Expected return on plan assets	(2,487)	(2,931)	(7,415)	(9,339)
Amortization of prior service credit	(10)	(11)	(30)	(29)
Actuarial losses	633	659	1,866	2,067
Settlement loss	0	7,385	0	7,385
Net periodic benefit cost	1,164	8,586	3,361	11,222
Other Postretirement Obligations
Defined Benefit Plan Disclosure [Line Items]
Service cost	14	11	41	40
Interest cost	344	305	1,000	1,152
Expected return on plan assets	0	0	0	0
Amortization of prior service credit	0	(11)	0	(33)
Actuarial losses	23	29	68	260
Settlement loss	0	0	0	0
Net periodic benefit cost	$ 381	$ 334	$ 1,109	$ 1,419

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Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2017	Oct. 02, 2016	Oct. 01, 2017	Oct. 02, 2016
Equity [Abstract]
Net income	$ 945	$ 36,072	$ 62,417	$ 94,363
Foreign currency translation loss, net of $1.1 million, $0.4 million, $1.5 million, and $1.5 million tax, respectively	(19,535)	(8,762)	(46,478)	(9,855)
Adjustments to pension and postretirement liability, net of $0.2 million, $3.1 million, $0.7 million, and $3.7 million tax, respectively	397	4,952	1,171	5,934
Total comprehensive income (loss)	(18,193)	32,262	17,110	90,442
Less: Comprehensive loss attributable to noncontrolling interest	(66)	(91)	(306)	(318)
Comprehensive income (loss) attributable to Belden	(18,127)	32,353	17,416	90,760
Foreign currency translation, tax income (loss)	1,100	400	1,500	1,500
Adjustments to pension and postretirement liability, tax	$ 200	$ 3,100	$ 700	$ 3,700

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss), Net of Tax (Detail) $ in Thousands	9 Months Ended
	Oct. 01, 2017 USD ($)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 1,461,317
Other comprehensive loss, net of tax	(45,307)
Ending balance	1,442,360
Foreign Currency Translation Component
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(4,661)
Other comprehensive loss attributable to Belden before reclassifications	(46,446)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Other comprehensive loss, net of tax	(46,446)
Ending balance	(51,107)
Pension and Other Postretirement Benefit Plans
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(34,406)
Other comprehensive loss attributable to Belden before reclassifications	0
Amounts reclassified from accumulated other comprehensive income (loss)	1,171
Other comprehensive loss, net of tax	1,171
Ending balance	(33,235)
Accumulated Other Comprehensive Income (Loss)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(39,067)
Other comprehensive loss attributable to Belden before reclassifications	(46,446)
Amounts reclassified from accumulated other comprehensive income (loss)	1,171
Other comprehensive loss, net of tax	(45,275)
Ending balance	$ (84,342)

XML

Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss) (Detail) $ in Thousands	9 Months Ended
	Oct. 01, 2017 USD ($)
Pension and Other Postretirement Benefit Plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total net of tax	$ (1,171)
Reclassification out of Accumulated Other Comprehensive Income | Actuarial losses
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	1,934
Reclassification out of Accumulated Other Comprehensive Income | Prior service credit
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	(30)
Reclassification out of Accumulated Other Comprehensive Income | Pension and Other Postretirement Benefit Plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before tax	1,904
Tax benefit	(733)
Total net of tax	$ 1,171

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Preferred Stock (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Jul. 15, 2019 shares	Jul. 26, 2016 USD ($) trading_day $ / shares shares	Oct. 01, 2017 USD ($)	Oct. 02, 2016 USD ($)	Oct. 01, 2017 USD ($)	Oct. 02, 2016 USD ($)
Class of Stock [Line Items]
Preferred stock dividends | $			$ 8,732	$ 6,695	$ 26,198	$ 6,695
Depository Shares
Class of Stock [Line Items]
Depository shares issued		5,200,000
Interest in preferred stock per depository share		0.01
Six Point Seven Five Percentage Series B Mandatory Convertible Preferred Stock
Class of Stock [Line Items]
Percentage of issued shares		6.75%
Offering price per share (in dollars per share) | $ / shares		$ 100
Threshold trading day period | trading_day		20
Proceeds from offering, net | $		$ 501,000
Six Point Seven Five Percentage Series B Mandatory Convertible Preferred Stock | Scenario, Forecast | Minimum
Class of Stock [Line Items]
Preferred stock converted in to common stock (in shares)	120.46
Number of common stock issued upon conversion (in shares)	6,200,000
Six Point Seven Five Percentage Series B Mandatory Convertible Preferred Stock | Scenario, Forecast | Maximum
Class of Stock [Line Items]
Preferred stock converted in to common stock (in shares)	132.50
Number of common stock issued upon conversion (in shares)	6,900,000

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Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 01, 2017	Oct. 01, 2017	May 25, 2017
Text Block [Abstract]
Number of shares authorized for repurchase under the share repurchase program			200,000,000.0
Shares repurchased	200,000	200,000
Value of shares repurchased	$ 11,500	$ 11,508
Treasury stock acquired, average cost per share (in dollars per share)	$ 76.16	$ 76.12