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BELDEN INC. - Quarter Report: 2017 July (Form 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 July 2, 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 August 3, 2017, the Registrant had 42,299,344 outstanding shares of common stock.




PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements
BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

 
July 2, 2017
 
December 31, 2016
 
(Unaudited)
 
 
 
(In thousands)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
670,360

 
$
848,116

Receivables, net
419,591

 
388,059

Inventories, net
252,534

 
190,408

Other current assets
43,623

 
29,176

Assets held for sale
30,743

 
23,193

Total current assets
1,416,851

 
1,478,952

Property, plant and equipment, less accumulated depreciation
319,371

 
309,291

Goodwill
1,453,993

 
1,385,995

Intangible assets, less accumulated amortization
600,417

 
560,082

Deferred income taxes
35,735

 
33,706

Other long-lived assets
36,303

 
38,777

 
$
3,862,670

 
$
3,806,803

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
280,796

 
$
258,203

Accrued liabilities
255,092

 
310,340

Liabilities held for sale
1,803

 
1,736

Total current liabilities
537,691

 
570,279

Long-term debt
1,679,382

 
1,620,161

Postretirement benefits
109,599

 
104,050

Deferred income taxes
18,341

 
14,276

Other long-term liabilities
38,554

 
36,720

Stockholders’ equity:
 
 
 
Preferred stock
1

 
1

Common stock
503

 
503

Additional paid-in capital
1,119,763

 
1,116,090

Retained earnings
823,761

 
783,812

Accumulated other comprehensive loss
(65,188
)
 
(39,067
)
Treasury stock
(400,501
)
 
(401,026
)
Total Belden stockholders’ equity
1,478,339

 
1,460,313

Noncontrolling interest
764

 
1,004

Total stockholders’ equity
1,479,103

 
1,461,317

 
$
3,862,670

 
$
3,806,803

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

- 1-



BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
July 2, 2017

July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
Revenues
$
610,633

 
$
601,631

 
$
1,162,014

 
$
1,143,128

Cost of sales
(368,124
)
 
(353,418
)
 
(697,391
)
 
(669,880
)
Gross profit
242,509

 
248,213

 
464,623

 
473,248

Selling, general and administrative expenses
(117,771
)
 
(123,057
)
 
(230,357
)
 
(245,463
)
Research and development
(35,144
)
 
(36,652
)
 
(69,666
)
 
(72,785
)
Amortization of intangibles
(27,113
)
 
(26,263
)
 
(50,782
)
 
(51,795
)
Operating income
62,481

 
62,241

 
113,818

 
103,205

Interest expense, net
(23,533
)
 
(24,049
)
 
(47,039
)
 
(48,445
)
Loss on debt extinguishment
(847
)
 

 
(847
)
 

Income before taxes
38,101

 
38,192

 
65,932

 
54,760

Income tax benefit (expense)
(2,210
)
 
3,741

 
(4,460
)
 
3,531

Net income
35,891

 
41,933

 
61,472

 
58,291

Less: Net loss attributable to noncontrolling interest
(86
)
 
(99
)
 
(192
)
 
(198
)
Net income attributable to Belden
35,977

 
42,032

 
61,664

 
58,489

Less: Preferred stock dividends
8,733

 

 
17,466

 

Net income attributable to Belden common stockholders
$
27,244

 
$
42,032

 
$
44,198

 
$
58,489

 
 
 
 
 
 
 
 
Weighted average number of common shares and equivalents:
 
 
 
 
 
 
 
Basic
42,283

 
42,085

 
42,249

 
42,046

Diluted
42,832

 
42,533

 
42,753

 
42,459

Basic income per share attributable to Belden common stockholders
$
0.64

 
$
1.00

 
$
1.05

 
$
1.39

 
 
 
 
 
 
 
 
Diluted income per share attributable to Belden common stockholders
$
0.64

 
$
0.99

 
$
1.03

 
$
1.38

 
 
 
 
 
 
 
 
Comprehensive income attributable to Belden
$
19,267

 
$
43,668

 
$
35,543

 
$
58,407

 
 
 
 
 
 
 
 
Common stock dividends declared per share
$
0.05

 
$
0.05

 
$
0.10

 
$
0.10

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

- 2-



BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
 
 
Six Months Ended
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income
$
61,472

 
$
58,291

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
73,693

 
75,445

Share-based compensation
8,924

 
8,587

Loss on debt extinguishment
847

 

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
 
 
 
Receivables
(17,982
)
 
(3,750
)
Inventories
(42,052
)
 
368

Accounts payable
14,748

 
(20,730
)
Accrued liabilities
(55,094
)
 
(39,356
)
Accrued taxes
(12,523
)
 
(17,875
)
Other assets
(6,573
)
 
2,457

Other liabilities
9,321

 
(2,867
)
Net cash provided by operating activities
34,781

 
60,570

Cash flows from investing activities:
 
 
 
Cash used to acquire businesses, net of cash acquired
(166,945
)
 
(17,848
)
Capital expenditures
(22,197
)
 
(25,124
)
Proceeds from disposal of tangible assets

 
41

Net cash used for investing activities
(189,142
)
 
(42,931
)
Cash flows from financing activities:
 
 
 
Cash dividends paid
(21,688
)
 
(4,204
)
Payments under borrowing arrangements
(5,221
)
 
(51,250
)
Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options
(4,726
)
 
(3,598
)
Debt issuance costs paid
(2,044
)
 

Net cash used for financing activities
(33,679
)
 
(59,052
)
Effect of foreign currency exchange rate changes on cash and cash equivalents
10,284

 
434

Decrease in cash and cash equivalents
(177,756
)
 
(40,979
)
Cash and cash equivalents, beginning of period
848,116

 
216,751

Cash and cash equivalents, end of period
$
670,360

 
$
175,772

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

- 3-




BELDEN INC.
CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT
SIX MONTHS ENDED JULY 2, 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)

 

 

 

 

 
61,664

 

 

 

 
(192
)
 
61,472

Foreign currency translation, net of $0.4 million tax

 

 

 

 

 

 

 

 
(26,895
)
 
(48
)
 
(26,943
)
Adjustments to pension and postretirement liability, net of $0.5 million tax

 

 

 

 

 

 

 

 
774

 

 
774

Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(26,169
)
Exercise of stock options, net of tax withholding forfeitures

 

 

 

 
(1,034
)
 

 
22

 
(8
)
 

 

 
(1,042
)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures

 

 

 

 
(4,217
)
 

 
95

 
533

 

 

 
(3,684
)
Share-based compensation

 

 

 

 
8,924

 

 

 

 

 

 
8,924

Preferred stock dividends

 

 

 

 

 
(17,466
)
 

 

 

 

 
(17,466
)
Common stock dividends ($0.10 per share)

 

 

 

 

 
(4,249
)
 

 

 

 

 
(4,249
)
Balance at July 2, 2017
52

 
$
1

 
50,335

 
$
503

 
$
1,119,763

 
$
823,761

 
(8,038
)
 
$
(400,501
)
 
$
(65,188
)
 
$
764

 
$
1,479,103

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

- 4-



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 six months ended July 2, 2017 and July 3, 2016 included 183 and 185 days, respectively.
Reclassifications
We have made certain reclassifications to the 2016 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2017 presentation.
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 $1.6 million for the three and six months ended July 2, 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:

- 5-



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 six months ended July 2, 2017 and July 3, 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 six months ended July 2, 2017 and July 3, 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 July 2, 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 July 2, 2017, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $8.1 million, $2.4 million, and $1.8 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.

- 6-



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. See Note 16.
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 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 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.

- 7-



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 fair value of the assets acquired and the liabilities assumed as of May 31, 2017 (in thousands):
Cash
 
$
5,327

Receivables
 
4,355

Inventory
 
17,291

Prepaid and other current assets
 
405

Property, plant, and equipment
 
4,289

Intangible assets
 
86,250

Goodwill
 
57,513

   Total assets acquired
 
$
175,430

 
 
 
Accounts payable
 
$
1,231

Accrued liabilities
 
1,353

Deferred revenue
 
1,574

   Total liabilities assumed
 
$
4,158

 
 
 
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 fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

The 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 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 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 to estimate the 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 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 $57.5 million. The goodwill balance we recorded 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:


- 8-



 
 
Fair Value
 
Amortization Period
 
 
(In thousands)
 
(In years)
Intangible assets subject to amortization:
 
 
 
 
Developed technologies
 
$
60,000

 
5.0
Customer relationships
 
20,000

 
15.0
Trademarks
 
3,750

 
10.0
Sales backlog
 
2,500

 
0.3
Total intangible assets subject to amortization
 
$
86,250

 
 
 
 
 
 
 
Intangible assets not subject to amortization:
 
 
 
 
Goodwill
 
$
57,513

 
n/a
Total intangible assets not subject to amortization
 
$
57,513

 
 
 
 
 
 
 
Total intangible assets
 
$
143,763

 
 
Weighted average amortization period
 
 
 
7.4

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 customer turnover. 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 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 income before taxes for the three and six months ended July 2, 2017 included $10.2 million of revenues and $1.1 million of income before taxes 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
 
Six Months Ended
 
 
July 2, 2017
 
July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
 
(Unaudited)
Revenues
 
$
615,109

 
$
608,517

 
$
1,170,745

 
$
1,155,428

Net income attributable to Belden common stockholders
 
28,250

 
38,194

 
41,130

 
47,520

Diluted income per share attributable to Belden common stockholders
 
$
0.66

 
$
0.90

 
$
0.96

 
$
1.12


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 acquisitions 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.

Note 3:  Assets Held for Sale

- 9-



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 principal 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 2017. The following table provides the major classes of assets and liabilities classified as held for sale as of July 2, 2017 and December 31, 2016. In addition, the disposal group had $8.9 million and $15.7 million of accumulated other comprehensive losses at July 2, 2017 and December 31, 2016, respectively.
 
July 2, 2017
 
December 31, 2016
 
 
 
(In thousands)
Receivables, net
$
4,881

 
$
4,551

Inventories, net
3,902

 
2,848

Other current assets
1,190

 
1,131

Property, plant, and equipment
2,195

 
1,946

Intangible assets
4,534

 
4,405

Goodwill
5,477

 
5,477

Other long-lived assets
32,495

 
26,766

Total assets of disposal group
54,674

 
47,124

Impairment of assets held for sale
(23,931
)
 
(23,931
)
Total assets held for sale
$
30,743

 
$
23,193

Accrued liabilities
$
1,409

 
$
1,288

Postretirement benefits
394

 
448

Total liabilities held for sale
$
1,803

 
$
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.


- 10-



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.
 

- 11-



 
 
Broadcast
Solutions    
 
Enterprise
Solutions     
 
Industrial
Solutions     
 
Network Solutions
 
Total
Segments     
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
As of and for the three months ended July 2, 2017
 
 
 
 
 
 
 
 
 
 
Segment revenues
 
$
188,071

 
$
160,733

 
$
159,255

 
$
102,574

 
$
610,633

Affiliate revenues
 
94

 
1,545

 
275

 
32

 
1,946

Segment EBITDA
 
29,610

 
26,801

 
31,036

 
22,780

 
110,227

Depreciation expense
 
4,058

 
2,695

 
3,168

 
1,607

 
11,528

Amortization expense
 
13,453

 
429

 
640

 
12,591

 
27,113

Severance, restructuring, and acquisition integration costs
 
970

 
8,141

 
346

 
103

 
9,560

Purchase accounting effects of acquisitions
 
1,167

 

 

 

 
1,167

Segment assets
 
359,160

 
275,770

 
282,068

 
105,070

 
1,022,068

As of and for the three months ended July 3, 2016
 
 
 
 
 
 
 
 
 
 
Segment revenues
 
$
193,521

 
$
160,401

 
$
147,808

 
$
101,651

 
$
603,381

Affiliate revenues
 
173

 
1,328

 
214

 
4

 
1,719

Segment EBITDA
 
29,505

 
29,575

 
27,064

 
22,191

 
108,335

Depreciation expense
 
4,061

 
3,429

 
2,709

 
1,788

 
11,987

Amortization expense
 
13,420

 
432

 
601

 
11,810

 
26,263

Severance, restructuring, and acquisition integration costs
 
1,319

 
1,207

 
2,371

 
972

 
5,869

Deferred gross profit adjustments
 
494

 

 

 
1,256

 
1,750

Segment assets
 
329,250

 
253,424

 
255,250

 
107,176

 
945,100

As of and for the six months ended July 2, 2017
 
 
 
 
 
 
 
 
 
 
Segment revenues
 
$
356,667

 
$
306,415

 
$
305,436

 
$
193,496

 
$
1,162,014

Affiliate revenues
 
195

 
4,103

 
662

 
92

 
5,052

Segment EBITDA
 
55,010

 
50,901

 
56,769

 
40,657

 
203,337

Depreciation expense
 
8,007

 
5,294

 
6,374

 
3,236

 
22,911

Amortization expense
 
23,468

 
853

 
1,282

 
25,179

 
50,782

Severance, restructuring, and acquisition integration costs
 
1,378

 
13,014

 
1,467

 
301

 
16,160

Purchase accounting effects of acquisitions
 
1,167

 

 

 

 
1,167

Segment assets
 
359,160

 
275,770

 
282,068

 
105,070

 
1,022,068

As of and for the six months ended July 3, 2016
 
 
 
 
 
 
 
 
 
 
Segment revenues
 
$
364,793

 
$
296,293

 
$
288,899

 
$
197,196

 
$
1,147,181

Affiliate revenues
 
597

 
3,027

 
396

 
32

 
4,052

Segment EBITDA
 
52,772

 
53,311

 
50,051

 
42,267

 
198,401

Depreciation expense
 
8,023

 
6,818

 
5,427

 
3,382

 
23,650

Amortization expense
 
26,351

 
861

 
1,192

 
23,391

 
51,795

Severance, restructuring, and acquisition integration costs
 
5,697

 
1,707

 
3,236

 
3,637

 
14,277

Purchase accounting effects of acquisitions
 
195

 

 

 

 
195

Deferred gross profit adjustments
 
1,108

 

 

 
2,945

 
4,053

Segment assets
 
329,250

 
253,424

 
255,250

 
107,176

 
945,100


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.
 

- 12-



 
Three Months Ended
 
Six Months Ended
 
July 2, 2017
 
July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
(In thousands)
Total Segment Revenues
$
610,633

 
$
603,381

 
$
1,162,014

 
$
1,147,181

Deferred revenue adjustments (1)

 
(1,750
)
 

 
(4,053
)
Consolidated Revenues
$
610,633

 
$
601,631

 
$
1,162,014

 
$
1,143,128

 
 
 
 
 
 
 
 
Total Segment EBITDA
$
110,227

 
$
108,335

 
$
203,337

 
$
198,401

Amortization of intangibles
(27,113
)
 
(26,263
)
 
(50,782
)
 
(51,795
)
Depreciation expense
(11,528
)
 
(11,987
)
 
(22,911
)
 
(23,650
)
Severance, restructuring, and acquisition integration costs (2)
(9,560
)
 
(5,869
)
 
(16,160
)
 
(14,277
)
Purchase accounting effects related to acquisitions (3)
(1,167
)
 

 
(1,167
)
 
(195
)
Deferred gross profit adjustments (1)

 
(1,750
)
 

 
(4,053
)
Income from equity method investment
2,277

 
661

 
3,284

 
491

Eliminations
(655
)
 
(886
)
 
(1,783
)
 
(1,717
)
Consolidated operating income
62,481

 
62,241

 
113,818

 
103,205

Interest expense, net
(23,533
)
 
(24,049
)
 
(47,039
)
 
(48,445
)
Loss on debt extinguishment
(847
)
 

 
(847
)
 

Consolidated income before taxes
$
38,101

 
$
38,192

 
$
65,932

 
$
54,760

(1) For the three and six months ended July 3, 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 six months ended July 2, 2017 and July 3, 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
 
Six Months Ended
 
July 2, 2017
 
July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
(In Thousands)
Numerator:
 
 
 
 
 
 
 
Net income
$
35,891

 
$
41,933

 
$
61,472

 
$
58,291

Less: Net loss attributable to noncontrolling interest
(86
)
 
(99
)
 
(192
)
 
(198
)
Less: Preferred stock dividends
8,733

 

 
17,466

 

Net income attributable to Belden common stockholders
$
27,244

 
$
42,032

 
$
44,198

 
$
58,489

Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding, basic
42,283

 
42,085

 
42,249

 
42,046

Effect of dilutive common stock equivalents
549

 
448

 
504

 
413

Weighted average shares outstanding, diluted
42,832

 
42,533

 
42,753

 
42,459


For both the three and six months ended July 2, 2017, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million because to do so would have been anti-dilutive. In addition, for both the three and six months ended July 2, 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 both the three and six months ended July 2, 2017, diluted weighted average shares outstanding do not include the impact of preferred shares that are convertible into 6.9 million common shares because deducting the preferred stock dividends from net income was more dilutive.

For the three and six months ended July 3, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.7 million and 0.8 million, respectively, because to do so would have been anti-dilutive. In addition, for both the three

- 13-



and six months ended July 3, 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.
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:
 
 
July 2, 2017
 
December 31, 2016
 
 
 
 
 
(In thousands)
Raw materials
$
115,637

 
$
90,019

Work-in-process
40,310

 
25,166

Finished goods
123,993

 
99,784

Gross inventories
279,940

 
214,969

Excess and obsolete reserves
(27,406
)
 
(24,561
)
Net inventories
$
252,534

 
$
190,408

Note 7:  Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $11.5 million and $22.9 million in the three and six months ended July 2, 2017, respectively. We recognized depreciation expense of $12.0 million and $23.7 million in the three and six months ended July 3, 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 $1.6 million for the three and six months ended July 2, 2017, respectively. As of July 2, 2017, the net book value of the Tripwire trademark was $29.4 million.

We recognized amortization expense related to our intangible assets of $27.1 million and $50.8 million in the three and six months ended July 2, 2017, respectively. We recognized amortization expense related to our intangible assets of $26.3 million and $51.8 million in the three and six months ended July 3, 2016, respectively.
Note 8:  Severance, Restructuring, and Acquisition Integration Activities

Industrial and Network Solutions Restructuring Program: 2015-2016
Both our Industrial Solutions and Network Solutions segments had been negatively impacted by a decline in sales volume in 2015. At such time, global demand for industrial products had been 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 $2.4 million and $5.8 million of severance and other restructuring costs for this program during the three and six months ended July 3, 2016, respectively. Most of these costs were incurred by our Network Solutions segment. We did not incur any additional severance and other restructuring costs for this program in 2017. To date, we have incurred a total of $13.0 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.

- 14-



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 $2.0 million and $2.5 million of severance and other restructuring costs for this program during the three and six months ended July 3, 2016, respectively. We recognized $8.2 million and $13.9 million of severance and other restructuring costs for this program during the three and six months ended July 2, 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 $31.7 million in severance and other restructuring costs for this program. We expect to incur approximately $11 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, beginning in the second half 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 $0.9 million and $5.0 million of severance and other restructuring costs for this program during the three and six months ended July 3, 2016, respectively. We did not incur any additional 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 July 2, 2017
 
(In thousands)
Broadcast Solutions
 
$

 
$
970

 
$
970

Enterprise Solutions
 
1,275

 
6,866

 
8,141

Industrial Solutions
 
153

 
193

 
346

Network Solutions
 

 
103

 
103

Total
 
$
1,428

 
$
8,132

 
$
9,560

Three Months Ended July 3, 2016
 
 
 
 
 
 
Broadcast Solutions
 
$
(109
)
 
$
1,428

 
$
1,319

Enterprise Solutions
 
71

 
1,136

 
1,207

Industrial Solutions
 
1,180

 
1,191

 
2,371

Network Solutions
 
309

 
663

 
972

Total
 
$
1,451

 
$
4,418

 
$
5,869

Six Months Ended July 2, 2017
 
 
 
 
 
 
Broadcast Solutions
 
$
49

 
$
1,329

 
$
1,378

Enterprise Solutions
 
2,127

 
10,887

 
13,014

Industrial Solutions
 
153

 
1,314

 
1,467

Network Solutions
 

 
301

 
301

Total
 
$
2,329

 
$
13,831

 
$
16,160

Six Months Ended July 3, 2016
 
 
 
 
 
 
Broadcast Solutions
 
$
(751
)
 
$
6,448

 
$
5,697

Enterprise Solutions
 
76

 
1,631

 
1,707

Industrial Solutions
 
1,777

 
1,459

 
3,236

Network Solutions
 
2,631

 
1,006

 
3,637

Total
 
$
3,733

 
$
10,544

 
$
14,277


- 15-



Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended July 2, 2017, $8.2 million and $1.4 million were included in cost of sales and selling, general and administrative expenses, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended July 3, 2016, $1.8 million, $3.6 million, and $0.5 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 six months ended July 2, 2017, $14.1 million and $2.1 million were included in cost of sales and selling, general and administrative expenses, respectively. Of the total severance, restructuring, and acquisition integration costs recognized in the six months ended July 3, 2016, $3.9 million, $9.7 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 integrating manufacturing operations, such as equipment transfers, 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 July 2, 2017 or December 31, 2016.
Note 9:  Long-Term Debt and Other Borrowing Arrangements
The carrying values of our long-term debt were as follows:
 
 
July 2, 2017
 
December 31, 2016
 
 
 
 
 
(In thousands)
Revolving credit agreement due 2022
$

 
$

Senior subordinated notes:
 
 
 
4.125% Senior subordinated notes due 2026
227,120

 
209,081

5.25% Senior subordinated notes due 2024
200,000

 
200,000

5.50% Senior subordinated notes due 2023
573,722

 
529,146

5.50% Senior subordinated notes due 2022
700,000

 
700,000

9.25% Senior subordinated notes due 2019

 
5,221

Total senior subordinated notes
1,700,842

 
1,643,448

Less unamortized debt issuance costs
(21,460
)
 
(23,287
)
Long-term debt
$
1,679,382

 
$
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 has been extended to 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 $2.0 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of July 2, 2017, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $288.7 million.
Senior Subordinated Notes
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 July 2, 2017 is $227.1 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

- 16-



notes due 2024, 2023, and 2022 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 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 2026, 2023, and 2022 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.
We have outstanding €500.0 million aggregate principal amount of 5.5% senior subordinated notes due 2023 (the 2023 Notes). The carrying value of the 2023 Notes as of July 2, 2017 is $573.7 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 2026, 2024, and 2022 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 have outstanding $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022 (the 2022 Notes). The 2022 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The 2022 Notes rank equal in right of payment with our senior subordinated notes due 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 on March 1 and September 1 of each year. In July 2017, we repurchased a portion of the 2022 Notes outstanding and announced our intention to repurchase the remaining 2022 Notes outstanding. See Note 16.

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 July 2, 2017 was approximately $1,768.8 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 $1,700.8 million as of July 2, 2017.
Note 10:  Net Investment Hedge
In 2016, we issued €200.0 million senior subordinated notes due 2026. The notes were issued by Belden Inc., a USD functional currency ledger. We have designated this foreign denominated debt 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 at July 2, 2017 was $5.1 million.
Note 11:  Income Taxes

We recognized income tax expense of $2.2 million and $4.5 million for the three and six months ended July 2, 2017, respectively, representing effective tax rates of 5.8% and 6.8%, respectively. The effective tax rates were impacted by the following significant factors:

We recognized an income tax benefit of $4.1 million and $7.5 million in the three and six months ended July 2, 2017, respectively, as a result of generating tax credits, primarily from the implementation of a foreign tax credit planning strategy.
Foreign tax rate differences reduced our income tax expense by approximately $4.1 million and $7.0 million in the three and six months ended July 2, 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 $4.5 million and $5.3 million in the three and six months ended July 2, 2017, respectively, related to non-taxable currency translation gains.


- 17-



We recognized income tax benefits of $3.7 million and $3.5 million for the three and six months ended July 3, 2016, respectively, representing effective tax rates of (9.8)% and (6.4)%, respectively. The effective tax rates were impacted by the following significant factors:

We recognized an $8.1 million tax benefit in both the three and six months ended July 3, 2016 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 both the three and six months ended July 3, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we successfully 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 $7.0 million tax benefit.
In the six months ended July 3, 2016, we recognized a $3.8 million tax benefit 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 six months ended July 3, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the three and six months ended July 3, 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
 
July 2, 2017
 
July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Service cost
 
$
1,251

 
$
1,426

 
$
13

 
$
16

Interest cost
 
1,874

 
2,424

 
329

 
480

Expected return on plan assets
 
(2,567
)
 
(3,216
)
 

 

Amortization of prior service credit
 
(9
)
 
(9
)
 

 
(11
)
Actuarial losses
 
645

 
709

 
23

 
149

Net periodic benefit cost
 
$
1,194

 
$
1,334

 
$
365

 
$
634

Six Months Ended
 
 
 
 
 
 
 
 
Service cost
 
$
2,343

 
$
2,835

 
$
27

 
$
29

Interest cost
 
3,569

 
4,819

 
656

 
847

Expected return on plan assets
 
(4,928
)
 
(6,408
)
 

 

Amortization of prior service credit
 
(20
)
 
(18
)
 

 
(22
)
Actuarial losses
 
1,233

 
1,407

 
45

 
231

Net periodic benefit cost
 
$
2,197

 
$
2,635

 
$
728

 
$
1,085

Note 13:  Comprehensive Income and Accumulated Other Comprehensive Income (Loss)
The following table summarizes total comprehensive income:
 

- 18-



 
Three Months Ended
 
Six Months Ended
 
July 2, 2017
 
July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
(In thousands)
Net income
$
35,891

 
$
41,933

 
$
61,472

 
$
58,291

Foreign currency translation loss, net of $0.5 million, $0.3 million, $0.4 million, and $1.9 million tax, respectively
(17,107
)
 
1,094

 
(26,943
)
 
(1,093
)
Adjustments to pension and postretirement liability, net of $0.3 million, $0.3 million, $0.5 million, and $0.6 million tax, respectively
406

 
515

 
774

 
982

Total comprehensive income
19,190

 
43,542

 
35,303

 
58,180

Less: Comprehensive loss attributable to noncontrolling interest
(77
)
 
(126
)
 
(240
)
 
(227
)
Comprehensive income attributable to Belden
$
19,267

 
$
43,668

 
$
35,543

 
$
58,407


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
(26,895
)
 

 
(26,895
)
Amounts reclassified from accumulated other comprehensive income (loss)

 
774

 
774

Net current period other comprehensive loss attributable to Belden
(26,895
)
 
774

 
(26,121
)
Balance at July 2, 2017
$
(31,556
)
 
$
(33,632
)
 
$
(65,188
)
The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended July 2, 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
$
1,278

 
(1)
Prior service credit
(20
)
 
(1)
Total before tax
1,258

 
 
Tax benefit
(484
)
 
 
Total net of tax
$
774

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

- 19-



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 six months ended July 2, 2017, the Preferred Stock accrued $8.7 million and $17.5 million of dividends, respectively.
Note 15: Share Repurchases
On May 25, 2017, our Board of Directors authorized a new 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 by 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. We have not repurchased any shares under this program as of July 2, 2017.
Note 16: Subsequent Events
On July 6, 2017, we issued €450.0 million ($509.5 million at issuance) aggregate principal amount of 3.375% Senior Subordinated Notes due 2027 (the 2027 Notes). The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2026, 2024, 2023, and 2022 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 on the 2027 Notes accrues at a rate of 3.375% per annum and is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2018. We used the net proceeds of this offering and cash on hand to repurchase $581.3 million of our outstanding $700.0 million 5.5% senior subordinated notes due 2022 that were tendered pursuant to a tender offer. On July 6, 2017, we also announced that we intend to repurchase the remaining $118.7 million of our outstanding $700.0 million notes due 2022. We expect to incur a loss on debt extinguishment in excess of $25 million related to the repurchase of our outstanding $700.0 million notes due 2022.




- 20-



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. Approximately 47% of our consolidated revenues are international.
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

- 21-



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 $1.6 million for the three and six months ended July 2, 2017, respectively. As of July 2, 2017, the net book value of the Tripwire trademark was $29.4 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 $8.2 million and $13.9 million of severance and other restructuring costs for this program during the three and six months ended July 2, 2017. 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 $11 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, beginning in the second half of 2017. See Note 8.
Long-term Debt

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. 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 $2.0 million of fees to creditors and third parties that we will amortize over the remaining term of the Revolver. As of July 2, 2017, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $288.7 million. Additionally, on June 15, 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.
Subsequent Events

On July 6, 2017, we issued €450.0 million ($509.5 million at issuance) aggregate principal amount of 3.375% Senior Subordinated Notes due 2027. We used the net proceeds of this offering and cash on hand to repurchase $581.3 million of our outstanding $700.0 million 5.5% senior subordinated notes due 2022 that were tendered pursuant to a tender offer. On July 6, 2017, we also announced that we intend to repurchase the remaining $118.7 million of our outstanding $700.0 million notes due 2022. We expect to incur a loss on debt extinguishment in excess of $25 million related to the repurchase of our outstanding $700.0 million notes due 2022.
See Note 16.

- 22-



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 six months ended July 2, 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
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Revenues
$
610,633

 
$
601,631

 
1.5
 %
 
$
1,162,014

 
$
1,143,128

 
1.7
 %
Gross profit
242,509

 
248,213

 
(2.3
)%
 
464,623

 
473,248

 
(1.8
)%
Selling, general and administrative expenses
(117,771
)
 
(123,057
)
 
(4.3
)%
 
(230,357
)
 
(245,463
)
 
(6.2
)%
Research and development
(35,144
)
 
(36,652
)
 
(4.1
)%
 
(69,666
)
 
(72,785
)
 
(4.3
)%
Amortization of intangibles
(27,113
)
 
(26,263
)
 
3.2
 %
 
(50,782
)
 
(51,795
)
 
(2.0
)%
Operating income
62,481

 
62,241

 
0.4
 %
 
113,818

 
103,205

 
10.3
 %
Interest expense, net
(23,533
)
 
(24,049
)
 
(2.1
)%
 
(47,039
)
 
(48,445
)
 
(2.9
)%
Loss on debt extinguishment
(847
)
 

 
100.0
 %
 
(847
)
 

 
100.0
 %
Income before taxes
38,101

 
38,192

 
(0.2
)%
 
65,932

 
54,760

 
20.4
 %
Revenues increased in the three and six months ended July 2, 2017 from the comparable period of 2016 due to the following factors:
Acquisitions contributed $10.2 million to the increase in revenues in both the three and six months ended July 2, 2017.
Higher copper costs contributed $8.2 million and $17.5 million, respectively, to the increase in revenues.
Sales volume resulted in a $2.8 million decrease in revenues and a $1.6 million increase in revenues, respectively.
Unfavorable currency translation resulted in a revenue decrease of $6.6 million and $10.4 million, respectively.

Gross profit decreased in the three and six months ended July 2, 2017 from the comparable period of 2016 due to an increase in severance, restructuring, and acquisition integration costs in cost of sales of $6.4 million and $10.2 million, respectively, unfavorable currency translation noted above, and unfavorable product mix. 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, weakens gross profit margins.
Selling, general and administrative expenses decreased $5.3 million and $15.1 million, respectively, in the three and six months ended July 2, 2017 from the comparable period of 2016. Decreases in severance, restructuring, and acquisition integration costs contributed $2.2 million and $7.6 million, respectively. Additionally, currency translation contributed $1.2 million and $1.9 million to the decrease in selling, general and administrative expense, respectively. The remaining decrease was primarily due to improved productivity from our restructuring actions.

Research and development expenses decreased $1.5 million and $3.1 million, respectively, in the three and six months ended July 2, 2017 from the comparable period of 2016. Currency translation contributed $0.6 million and $0.8 million, respectively, to the decrease in research and development expense. Additionally, decreases in severance, restructuring, and acquisition integration

- 23-



costs contributed $0.5 million and $0.7 million, respectively. Furthermore, improved productivity from our restructuring actions contributed $0.8 million and $2.0 million, respectively, to the decline in research and development expense. These decreases were partially offset by the impact of acquisitions, which increased research and development expense by $0.4 million.

Amortization of intangibles increased $0.8 million and $1.0 million, respectively, in the three and six months ended July 2, 2017 from the comparable period 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 currency translation and the intangible assets classified as held for sale for which we ceased amortizing in the fourth quarter of 2016 (see Note 3).
Operating income increased $0.2 million and $10.6 million, respectively, in the three and six months ended July 2, 2017 from the comparable period of 2016 primarily due to the decreases in selling, general and administrative expenses and research and development expenses, partially offset by the decrease in gross profit and increase in amortization expense discussed above.
Income before taxes decreased $0.1 million and increased $11.1 million in the three and six months ended July 2, 2017 from the comparable period of 2016, respectively, primarily due to the fluctuations in operating income discussed above, coupled with the $0.8 million loss on debt extinguishment in connection with the Amended and Restated Credit Agreement executed during the second quarter of 2017 (see Note 9).
Income Taxes

 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Income before taxes
$
38,101

 
$
38,192

 
(0.2
)%
 
$
65,932

 
$
54,760

 
20.4
 %
Income tax benefit (expense)
(2,210
)
 
3,741

 
(159.1
)%
 
(4,460
)
 
3,531

 
(226.3
)%
Effective tax rate
5.8
%
 
(9.8
)%
 
 
 
6.8
%
 
(6.4
)%
 
 

We recognized income tax expense of $2.2 million and $4.5 million for the three and six months ended July 2, 2017, respectively, representing effective tax rates of 5.8% and 6.8%, respectively. The effective tax rates were impacted by the following significant factors:

We recognized an income tax benefit of $4.1 million and $7.5 million in the three and six months ended July 2, 2017, respectively, as a result of generating tax credits, primarily from the implementation of a foreign tax credit planning strategy.
Foreign tax rate differences reduced our income tax expense by approximately $4.1 million and $7.0 million in the three and six months ended July 2, 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 $4.5 million and $5.3 million in the three and six months ended July 2, 2017, respectively, related to non-taxable currency translation gains.

We recognized income tax benefits of $3.7 million and $3.5 million for the three and six months ended July 3, 2016, respectively, representing effective tax rates of (9.8)% and (6.4)%, respectively. The effective tax rates were impacted by the following significant factors:

We recognized an $8.1 million tax benefit in both the three and six months ended July 3, 2016 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 both the three and six months ended July 3, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we successfully 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 $7.0 million tax benefit.

- 24-



In the six months ended July 3, 2016, we recognized a $3.8 million tax benefit 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 six months ended July 3, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the three and six months ended July 3, 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
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Adjusted Revenues
$
610,633

 
$
603,381

 
1.2
%
 
$
1,162,014

 
$
1,147,181

 
1.3
%
Adjusted EBITDA
111,849

 
108,110

 
3.5
%
 
204,838

 
197,175

 
3.9
%
as a percent of adjusted revenues
18.3
%
 
17.9
%
 
 
 
17.6
%
 
17.2
%
 
 
Adjusted Revenues increased in the three and six months ended July 2, 2017 from the comparable period of 2016 due to the following factors:

Acquisitions contributed $10.2 million to the increase in revenues in both the three and six months ended July 2, 2017.
Higher copper costs contributed $8.2 million and $17.5 million, respectively, to the increase in revenues.
Sales volume resulted in revenue decreases of $4.6 million and $2.5 million, respectively.
Unfavorable currency translation resulted in revenue decreases of $6.6 million and $10.4 million, respectively.

Adjusted EBITDA increased in the three and six months ended July 2, 2017 from the comparable period of 2016 primarily due to improved productivity resulting from our restructuring actions and proven Lean enterprise system. These increases were partially offset by unfavorable currency translation. Accordingly, as compared to the year ago period, EBITDA margins expanded 40 basis points for both the three and six months ended July 2, 2017 to 18.3% and 17.6%, respectively.
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

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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
 
Six Months Ended
 
July 2, 2017
 
July 3, 2016
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
GAAP revenues
$
610,633

 
$
601,631

 
$
1,162,014

 
$
1,143,128

Deferred revenue adjustments (1)

 
1,750

 

 
4,053

Adjusted revenues
$
610,633

 
$
603,381

 
$
1,162,014

 
$
1,147,181

 
 
 
 
 
 
 
 
GAAP net income attributable to Belden
$
35,977

 
$
42,032

 
$
61,664

 
$
58,489

Amortization of intangible assets
27,113

 
26,263

 
50,782

 
51,795

Interest expense, net
23,533

 
24,049

 
47,039

 
48,445

Depreciation expense
11,528

 
11,987

 
22,911

 
23,650

Severance, restructuring, and acquisition integration costs (2)
9,560

 
5,869

 
16,160

 
14,277

Income tax expense (benefit)
2,210

 
(3,741
)
 
4,460

 
(3,531
)
Purchase accounting effects related to acquisitions (3)
1,167

 

 
1,167

 
195

Loss on debt extinguishment
847

 

 
847

 

Deferred gross profit adjustments (1)

 
1,750

 

 
4,053

Noncontrolling interest
(86
)
 
(99
)
 
(192
)
 
(198
)
Adjusted EBITDA
$
111,849

 
$
108,110

 
$
204,838

 
$
197,175

 
 
 
 
 
 
 
 
GAAP net income margin
5.9
%
 
7.0
%
 
5.3
%
 
5.1
%
Adjusted EBITDA margin
18.3
%
 
17.9
%
 
17.6
%
 
17.2
%
(1) For the three and six months ended July 3, 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 six months ended July 2, 2017 and July 3, 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
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Segment Revenues
$
188,071

 
$
193,521

 
(2.8
)%
 
$
356,667

 
$
364,793

 
(2.2
)%
Segment EBITDA
29,610

 
29,505

 
0.4
 %
 
55,010

 
52,772

 
4.2
 %
as a percent of segment revenues
15.7
%
 
15.2
%
 
 
 
15.4
%
 
14.5
%
 
 

Broadcast Solutions revenues decreased in both the three and six months ended July 2, 2017 from the comparable period of 2016 primarily due to decreases in sales volume of $12.6 million and $11.7 million, respectively. The decline in volume was most notable in North America. Furthermore, a product line transfer to Enterprise Solutions contributed $1.2 million and $3.3 million to the decrease in revenues, respectively.  In addition, unfavorable currency translation had a $1.8 million and $3.3 million unfavorable impact on revenues, respectively. These decreases were partially offset by $10.2 million of revenues from the acquisition of Thinklogical in both the three and six months ended July 2, 2017.


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Broadcast Solutions EBITDA increased $0.1 million and $2.2 million in the three and six months ended July 2, 2017 from the comparable period of 2016 due to contributions from the acquisition of Thinklogical, as well as improved productivity resulting from our restructuring actions and acquisition integration activities. Accordingly, Broadcast Solutions EBITDA margins expanded 50 basis points and 90 basis points to 15.7% from 15.4%, respectively, from the comparable period of 2016.
Enterprise Solutions
 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Segment Revenues
$
160,733

 
$
160,401

 
0.2
 %
 
$
306,415

 
$
296,293

 
3.4
 %
Segment EBITDA
26,801

 
29,575

 
(9.4
)%
 
50,901

 
53,311

 
(4.5
)%
as a percent of segment revenues
16.7
%
 
18.4
%
 
 
 
16.6
%
 
18.0
%
 
 

Enterprise Solutions revenues increased $0.3 million and $10.1 million in the three and six months ended July 2, 2017 from the comparable period of 2016, respectively. Favorable copper costs resulted in an increase in revenues of $4.7 million and $9.2 million, respectively. A product line transfer from Broadcast Solutions contributed $1.2 million and $3.3 million, respectively. Changes in volume had a $3.5 million unfavorable impact on revenues and a $0.4 million favorable impact on revenues in the three and six months ended July 2, 2017, respectively. Unfavorable currency translation of $2.1 million and $2.8 million, respectively, partially offset the increases to revenues discussed above. 
Enterprise Solutions EBITDA decreased in the three and six months ended July 2, 2017 compared to the year ago period primarily because we have been unable to fully pass through the rise in copper costs to our customers.
Industrial Solutions
 
 
Three Months Ended
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Segment Revenues
$
159,255

 
$
147,808

 
7.7
%
 
$
305,436

 
$
288,899

 
5.7
%
Segment EBITDA
31,036

 
27,064

 
14.7
%
 
56,769

 
50,051

 
13.4
%
as a percent of segment revenues
19.5
%
 
18.3
%
 
 
 
18.6
%
 
17.3
%
 
 

Industrial Solutions revenues increased $11.5 million and $16.5 million, respectively, in the three and six months ended July 2, 2017 from the comparable period of 2016. Increases in volume resulted in revenue growth of $9.4 million and $10.0 million, respectively. We experienced strong organic growth in discrete manufacturing, with robust demand from machine builders primarily driven by increased investments in automation. Favorable copper costs resulted in an increase in revenues of $3.5 million and $8.3 million, respectively.These increases were partially offset by unfavorable currency translation of $1.5 million and $1.8 million, respectively.
Industrial Solutions EBITDA increased $3.9 million and $6.7 million, respectively, in the three and six months ended July 2, 2017 from the comparable period of 2016 primarily due to leverage on volume and favorable mix. Accordingly, Industrial Solutions EBITDA margins expanded 120 basis points and 130 basis points to 19.5% and 18.6%, respectively.
Network Solutions
 

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Three Months Ended
 
 
 
Six Months Ended
 
 
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
July 2, 2017
 
July 3, 2016
 
%
Change  
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except percentages)
 
 
Segment Revenues
$
102,574

 
$
101,651

 
0.9
%
 
$
193,496

 
$
197,196

 
(1.9
)%
Segment EBITDA
22,780

 
22,191

 
2.7
%
 
40,657

 
42,267

 
(3.8
)%
as a percent of segment revenues
22.2
%
 
21.8
%
 
 
 
21.0
%
 
21.4
%
 
 

Network Solutions revenues increased $0.9 million and decreased $3.7 million, respectively, in the three and six months ended July 2, 2017 from the comparable period of 2016.  Increases in volume resulted in revenue growth of $2.1 million in the three months ended July 2, 2017, and decreases in volume resulted in a $1.2 million decline in revenues in the six months ended July 2, 2017. Unfavorable currency translation had a $1.2 million and $2.5 million impact on revenues, respectively.

Network Solutions EBITDA increased in the three months ended July 2, 2017 from the comparable period of 2016 primarily due to productivity from improved sales force retention. EBITDA decreased in the six months ended July 2, 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.

The following table is derived from our Condensed Consolidated Cash Flow Statements:
 
 
Six Months Ended
 
July 2, 2017
 
July 3, 2016
 
 
 
 
 
(In thousands)
Net cash provided by (used for):
 
Operating activities
$
34,781

 
$
60,570

Investing activities
(189,142
)
 
(42,931
)
Financing activities
(33,679
)
 
(59,052
)
Effects of currency exchange rate changes on cash and cash equivalents
10,284

 
434

Decrease in cash and cash equivalents
(177,756
)
 
(40,979
)
Cash and cash equivalents, beginning of period
848,116

 
216,751

Cash and cash equivalents, end of period
$
670,360

 
$
175,772

Operating cash flows were a $34.8 million source of cash in the six months ended July 2, 2017 as compared to $60.6 million in the comparable period of 2016, a decrease of $25.8 million. This deterioration was primarily due to unfavorable changes in inventory and accounts receivable of $42.1 million and $14.2 million, respectively. The unfavorable change in inventory was primarily due to increases in inventory levels in preparation of expected higher demand in the second half of 2017. Days sales outstanding increased in the second quarter of 2017 to 62.5 days from 59.5 days in the second quarter of 2016. The increase in days sales outstanding was due in part to the timing of revenues in the quarter. Days sales outstanding is calculated by dividing accounts receivable as of the end of the quarter by the average daily revenues recognized during the quarter.

Net cash used for investing activities totaled $189.1 million for the six months ended July 2, 2017, compared to $42.9 million for the comparable period of 2016. Investing activities for the six months ended July 2, 2017 included payments, net of cash acquired, for the acquisition of Thinklogical of $165.9 million; capital expenditures of $22.2 million; and a $1.0 million payment

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related to our 2015 acquisition of Tripwire that had previously been deferred. Investing activities for the six months ended July 3, 2016 included payments, net of cash acquired, for the acquisition of M2FX of $15.3 million; capital expenditures of $25.1 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 six months ended July 2, 2017 totaled $33.7 million, compared to $59.1 million for the comparable period of 2016. Financing activities for the six months ended July 2, 2017 included cash dividend payments of $21.7 million, payments under borrowing arrangements of $5.2 million, net payments related to share based compensation activities of $4.7 million, and debt issuance costs of $2.0 million. Financing activities for the six months ended July 3, 2016 included payments under borrowing arrangements of $51.3 million, cash dividend payments of $4.2 million, and net payments related to share based compensation activities of $3.5 million.  
Our cash and cash equivalents balance was $670.4 million as of July 2, 2017. Of this amount, $179.8 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 July 2, 2017 consisted of $1,700.8 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 July 2, 2017, we had $288.7 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 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 July 2, 2017.
 

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Principal Amount by Expected Maturity
 
Fair
 
2017
 
Thereafter  
 
Total
 
Value
 
 
 
 
 
 
 
 
 
(In thousands, except interest rates)
Fixed-rate senior subordinated notes due 2022
$

 
$
700,000

 
$
700,000

 
$
721,000

Average interest rate
 
 
5.50
%
 
 
 
 
Fixed-rate senior subordinated notes due 2023
$

 
$
573,722

 
$
573,722

 
$
598,529

Average interest rate
 
 
5.50
%
 
 
 
 
Fixed-rate senior subordinated notes due 2026
$

 
$
227,120

 
$
227,120

 
$
242,230

Average interest rate
 
 
4.125
%
 
 
 
 
Fixed-rate senior subordinated notes due 2024
$

 
$
200,000

 
$
200,000

 
$
207,000

Average interest rate
 
 
5.25
%
 
 
 
 
Total
 
 
 
 
$
1,700,842

 
$
1,768,759

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 6:        Exhibits
Exhibits
 
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


- 31-



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:    
August 7, 2017
 
By:    
 
/s/ John S. Stroup
 
 
 
 
 
 
 
 
 
 
John S. Stroup
 
 
 
 
 
President, Chief Executive Officer, and Chairman
 
 
 
 
 
Date:
August 7, 2017
 
By:
 
/s/ Henk Derksen
 
 
 
 
 
 
 
 
 
 
Henk Derksen
 
 
 
 
 
Senior Vice President, Finance, and Chief Financial Officer
 
 
 
 
 
Date:
August 7, 2017
 
By:
 
/s/ Douglas R. Zink
 
 
 
 
 
 
 
 
 
 
Douglas R. Zink
 
 
 
 
 
Vice President and Chief Accounting Officer


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