BELDEN INC. - Quarter Report: 2019 June (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 June 30, 2019

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 ☑ No ☐.

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ 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 ☑ Accelerated filer ☐ Non-accelerated filer ☐ 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 ☑

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbols	Name of each exchange on which registered
Common stock, $0.01 par value	BDC	New York Stock Exchange

As of July 31, 2019, the Registrant had 45,452,492 outstanding shares of common stock.


PART I	FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



	June 30, 2019			December 31, 2018
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	295,243		$	420,610
Receivables, net	451,487			465,939
Inventories, net	309,711			316,418
Other current assets	60,017			55,757
Total current assets	1,116,458			1,258,724
Property, plant and equipment, less accumulated depreciation	383,067			365,970
Operating lease right-of-use assets	84,099			—
Goodwill	1,607,848			1,557,653
Intangible assets, less accumulated amortization	506,706			511,093
Deferred income taxes	90,112			56,018
Other long-lived assets	34,690			29,863
	$	3,822,980		$	3,779,321

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	266,897		$	352,646
Accrued liabilities	323,124			364,276
Total current liabilities	590,021			716,922
Long-term debt	1,457,571			1,463,200
Postretirement benefits	131,023			132,791
Deferred income taxes	79,224			39,943
Long-term operating lease liabilities	77,679			—
Other long-term liabilities	53,929			38,877
Stockholders’ equity:
Preferred stock	1			1
Common stock	503			503
Additional paid-in capital	1,143,494			1,139,395
Retained earnings	967,970			922,000
Accumulated other comprehensive loss	(62,591		)	(74,907		)
Treasury stock	(621,167		)	(599,845		)
Total Belden stockholders’ equity	1,428,210			1,387,147
Noncontrolling interests	5,323			441
Total stockholders’ equity	1,433,533			1,387,588
	$	3,822,980		$	3,779,321

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
	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018

	(In thousands, except per share data)
Revenues	$	637,530		$	668,639		$	1,224,705		$	1,274,204
Cost of sales	(396,507		)	(411,043		)	(758,954		)	(786,014		)
Gross profit	241,023			257,596			465,751			488,190
Selling, general and administrative expenses	(122,482		)	(138,842		)	(245,270		)	(263,714		)
Research and development expenses	(35,034		)	(37,209		)	(69,188		)	(74,310		)
Amortization of intangibles	(22,368		)	(25,039		)	(45,709		)	(49,457		)
Operating income	61,139			56,506			105,584			100,709
Interest expense, net	(14,168		)	(15,088		)	(28,361		)	(32,066		)
Non-operating pension benefit (cost)	481			(257		)	1,028			(532		)
Loss on debt extinguishment	—			(3,030		)	—			(22,990		)
Income before taxes	47,452			38,131			78,251			45,121
Income tax expense	(5,162		)	(9,339		)	(10,783		)	(13,759		)
Net income	42,290			28,792			67,468			31,362
Less: Net income (loss) attributable to noncontrolling interests	90			(77		)	66			(125		)
Net income attributable to Belden	42,200			28,869			67,402			31,487
Less: Preferred stock dividends	8,733			8,733			17,466			17,466
Net income attributable to Belden common stockholders	$	33,467		$	20,136		$	49,936		$	14,021

Weighted average number of common shares and equivalents:
Basic	39,389			40,735			39,405			41,184
Diluted	39,611			40,974			39,635			41,492

Basic income per share attributable to Belden common stockholders	$	0.85		$	0.49		$	1.27		$	0.34

Diluted income per share attributable to Belden common stockholders	$	0.84		$	0.49		$	1.26		$	0.34

Comprehensive income attributable to Belden	$	25,507		$	89,897		$	79,718		$	61,107

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
	June 30, 2019			July 1, 2018

	(In thousands)
Cash flows from operating activities:
Net income	$	67,468		$	31,362
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	72,739			74,072
Share-based compensation	7,594			7,868
Loss on debt extinguishment	—			22,990
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	20,329			(12,370		)
Inventories	17,351			(14,486		)
Accounts payable	(91,542		)	(84,689		)
Accrued liabilities	(59,410		)	(30,351		)
Income taxes	(12,361		)	(4,142		)
Other assets	5,092			(17,275		)
Other liabilities	(5,615		)	(2,341		)
Net cash provided by (used for) operating activities	21,645			(29,362		)
Cash flows from investing activities:
Capital expenditures	(50,769		)	(39,493		)
Cash used to acquire businesses, net of cash acquired	(50,517		)	(84,580		)
Proceeds from disposal of tangible assets	19			1,517
Proceeds from disposal of business	—			40,171
Net cash used for investing activities	(101,267		)	(82,385		)
Cash flows from financing activities:
Payments under share repurchase program	(22,815		)	(100,000		)
Cash dividends paid	(21,448		)	(22,034		)
Withholding tax payments for share-based payment awards	(2,002		)	(1,579		)
Other	(173		)	—
Payments under borrowing arrangements	—			(484,757		)
Debt issuance costs paid	—			(7,469		)
Redemption of stockholders' rights agreement	—			(411		)
Borrowings under credit arrangements	—			431,270
Net cash used for financing activities	(46,438		)	(184,980		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	693			(2,932		)
Decrease in cash and cash equivalents	(125,367		)	(299,659		)
Cash and cash equivalents, beginning of period	420,610			561,108
Cash and cash equivalents, end of period	$	295,243		$	261,449

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

- 3-

BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS

(Unaudited)



		Belden Inc. Stockholders
	Mandatory Convertible							Additional											Accumulated Other			Non-controlling
	Preferred Stock				Common Stock			Paid-In			Retained			Treasury Stock					Comprehensive			Non-controlling
	Shares		Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Interests			Total
		(In thousands)
Balance at December 31, 2018	52		$	1	50,335	$	503	$	1,139,395		$	922,000		(10,939	)	$	(599,845	)	$	(74,907	)	$	441		$	1,387,588
Net income (loss)	—		—		—	—		—			25,202			—		—			—			(24		)	25,178
Other comprehensive income, net of tax	—		—		—	—		—			—			—		—			29,009			1			29,010
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(54		)	—			1		16			—			—			(38		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(2,570		)	—			58		668			—			—			(1,902		)
Share-based compensation	—		—		—	—		2,216			—			—		—			—			—			2,216
Preferred stock dividends ($168.75 per share)	—		—		—	—		—			(8,733		)	—		—			—			—			(8,733		)
Common stock dividends ($0.05 per share)	—		—		—	—		—			(1,990		)	—		—			—			—			(1,990		)
Balance at March 31, 2019	52		$	1	50,335	$	503	$	1,138,987		$	936,479		(10,880	)	$	(599,161	)	$	(45,898	)	$	418		$	1,431,329
Net income	—		—		—	—		—			42,200			—		—			—			90			42,290
Other comprehensive income (loss), net of tax	—		—		—	—		—			—			—		—			(16,693		)	40			(16,653		)
Acquisition of business with noncontrolling interests	—		—		—	—		—			—			—		—			—			4,775			4,775
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(10		)	—			—		2			—			—			(8		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(861		)	—			29		807			—			—			(54		)
Share repurchase program	—		—		—	—		—			—			(397	)	(22,815		)	—			—			(22,815		)
Share-based compensation	—		—		—	—		5,378			—			—		—			—			—			5,378
Preferred stock dividends ($168.75 per share)	—		—		—	—		—			(8,733		)	—		—			—			—			(8,733		)
Common stock dividends ($0.05 per share)	—		—		—	—		—			(1,976		)	—		—			—			—			(1,976		)
Balance at June 30, 2019	52		$	1	50,335	$	503	$	1,143,494		$	967,970		(11,248	)	$	(621,167	)	$	(62,591	)	$	5,323		$	1,433,533

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		Belden Inc. Stockholders
	Mandatory Convertible							Additional											Accumulated Other			Non-controlling
	Preferred Stock				Common Stock			Paid-In			Retained			Treasury Stock					Comprehensive			Non-controlling
	Shares		Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Interests			Total
		(In thousands)
Balance at December 31, 2017	52		$	1	50,335	$	503	$	1,123,832		$	833,610		(8,316	)	$	(425,685	)	$	(98,026	)	$	631		$	1,434,866
Cumulative effect of change in accounting principles	—		—		—	—		—			(29,041		)	—		—			—			—			(29,041		)
Net income (loss)	—		—		—	—		—			2,618			—		—			—			(48		)	2,570
Other comprehensive income (loss), net of tax	—		—		—	—		—			—			—		—			(31,408		)	16			(31,392		)
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(352		)	—			7		(9		)	—			—			(361		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(1,242		)	—			27		100			—			—			(1,142		)
Share repurchase program	—		—		—	—		—			—			(1,050	)	(75,270		)	—			—			(75,270		)
Share-based compensation	—		—		—	—		3,126			—			—		—			—			—			3,126
Redemption of stockholders' rights agreement	—		—		—	—		—			(411		)	—		—			—			—			(411		)
Preferred stock dividends ($168.75 per share)	—		—		—	—		—			(8,733		)	—		—			—			—			(8,733		)
Common stock dividends ($0.05 per share)	—		—		—	—		—			(2,066		)	—		—			—			—			(2,066		)
Balance at April 1, 2018	52		$	1	50,335	$	503	$	1,125,364		$	795,977		(9,332	)	$	(500,864	)	$	(129,434	)	$	599		$	1,292,146
Cumulative effect of change in accounting principles	—		—		—	—		—			—			—		—			—			—			—
Net income (loss)	—		—		—	—		—			28,869			—		—			—			(77		)	28,792
Other comprehensive income (loss), net of tax	—		—		—	—		—			—			—		—			61,028			(17		)	61,011
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(64		)	—			2		20			—			—			(44		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(552		)	—			19		520			—			—			(32		)
Share repurchase program	—		—		—	—		—			—			(388	)	(24,730		)	—			—			(24,730		)
Share-based compensation	—		—		—	—		4,742			—			—		—			—			—			4,742
Preferred stock dividends ($168.75 per share)	—		—		—	—		—			(8,733		)	—		—			—			—			(8,733		)
Common stock dividends ($0.05 per share)	—		—		—	—		—			(2,042		)	—		—			—			—			(2,042		)
Balance at July 1, 2018	52		$	1	50,335	$	503	$	1,129,490		$	814,071		(9,699	)	$	(525,054	)	$	(68,406	)	$	505		$	1,351,110

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

- 5-

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, 2018:


•	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 2018 Annual Report on Form 10-K.

Business Description

We are a signal transmission solutions provider built around two global business platforms – Enterprise Solutions and Industrial 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 March 31, 2019, the 90th day of our fiscal year 2019. Our fiscal second and third quarters each have 91 days. The six months ended June 30, 2019 and July 1, 2018 included 181 and 182 days, respectively.

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:


•	Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;


•	Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and


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

As of and during the three and six months ended June 30, 2019 and July 1, 2018, 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 3). We did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended June 30, 2019 and July 1, 2018.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of June 30, 2019, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes.

- 6-

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 June 30, 2019, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.4 million, $3.6 million, and $3.3 million, respectively.

Revenue Recognition

We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2.

Subsequent Events

We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. See Note 17.

Current-Year Adoption of Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"), a leasing standard for both lessees and lessors that supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under its core principle, a lessee will recognize a right-of-use (ROU) asset and lease liability on the balance sheet for nearly all leased assets, and additional disclosures are required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. We adopted ASU 2016-02 on January 1, 2019 using the permitted transition method issued in July 2018, under ASU No. 2018-11 (“ASU 2018-11”), Leases: Targeted Improvements, which provides an additional (and optional) transition method for adopting the new lease standard. Furthermore, we elected the following practical expedients and accounting policy elections upon adoption: (i) the package of practical expedients as defined in ASU 2016-02, (ii) the short-term lease accounting policy election, (iii) the practical expedient to not separate non-lease components from lease components, and (iv) the easement practical expedient, which permits an entity to continue applying its current policy for accounting for land easements that existed as of the effective date of ASU 2016-02. The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $90.5 million and lease liabilities for operating leases of approximately $103.4 million on the Condensed Consolidated Balance Sheet, with no material impact to the Condensed Consolidated Statements of Operations or Condensed Consolidated Cash Flow Statement. The difference between the initial lease liabilities and the ROU assets is related primarily to previously existing lease liabilities. See Note 7 for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements.

In August 2017, the FASB issued Accounting Standards Update No. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The new guidance better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The new guidance also makes certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The standard is effective for fiscal years beginning after December 15, 2018. We adopted ASU 2017-12 effective January 1, 2019. The adoption had no impact on our results of operations.

In February 2018, the FASB issued ASU No. 2018-02 (“ASU 2018-02”), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 provides an option to allow reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The new guidance is effective for annual and interim periods beginning after December 15, 2018. We adopted ASU 2018-02 effective January 1, 2019, and elected to not reclassify the income tax effects of the Act from accumulated other comprehensive income to retained earnings. The adoption had no impact on our results of operations.

- 7-

In June 2018, the FASB issued ASU No. 2018-07 (“ASU 2018-07”), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in ASU 2018-07 expand the scope of Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from non-employees, and provide that non-employee share-based payment awards be measured at their grant-date fair value and the probability of satisfying performance conditions be taken into account when non-employee share-based payment awards contain such conditions. The standard is effective for fiscal years beginning after December 15, 2018. We adopted ASU 2018-07 effective January 1, 2019. The adoption had no impact on our results of operations.

In August 2018, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. Additionally, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period presented. This final rule was effective on November 5, 2018. We implemented SEC Release No. 33-10532 effective January 1, 2019, which had no impact on our results of operations.

Pending Adoption of Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments - Credit Losses. The main provisions of ASU 2016-13 provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date, and require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The new standard will be effective for us beginning January 1, 2020. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and related disclosures.

Note 2: Revenues

Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Taxes collected from customers and remitted to governmental authorities are not included in our revenues. The following tables present our revenues disaggregated by major product category.



	Cable & Connectivity		Networking, Software & Security		Total Revenues

Three Months Ended June 30, 2019	(In thousands)
Enterprise Solutions	$	268,382	$	101,480	$	369,862
Industrial Solutions	167,121		100,547		267,668
Total	$	435,503	$	202,027	$	637,530

Three Months Ended July 1, 2018
Enterprise Solutions	$	279,567	$	117,326	$	396,893
Industrial Solutions	172,880		98,866		271,746
Total	$	452,447	$	216,192	$	668,639

Six Months Ended June 30, 2019
Enterprise Solutions	$	502,053	$	194,336	$	696,389
Industrial Solutions	325,629		202,687		528,316
Total	$	827,682	$	397,023	$	1,224,705

Six Months Ended July 1, 2018
Enterprise Solutions	$	514,042	$	231,983	$	746,025
Industrial Solutions	335,602		192,577		528,179
Total	$	849,644	$	424,560	$	1,274,204

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

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	Americas		EMEA		APAC		Total Revenues

Three Months Ended June 30, 2019	(In thousands)
Enterprise Solutions	$	244,670	$	72,932	$	52,260	$	369,862
Industrial Solutions	154,261		71,722		41,685		267,668
Total	$	398,931	$	144,654	$	93,945	$	637,530

Three Months Ended July 1, 2018
Enterprise Solutions	$	256,191	$	82,595	$	58,107	$	396,893
Industrial Solutions	155,529		73,979		42,238		271,746
Total	$	411,720	$	156,574	$	100,345	$	668,639

Six Months Ended June 30, 2019
Enterprise Solutions	$	455,934	$	140,252	$	100,203	$	696,389
Industrial Solutions	306,835		145,037		76,444		528,316
Total	$	762,769	$	285,289	$	176,647	$	1,224,705

Six Months Ended July 1, 2018
Enterprise Solutions	$	481,474	$	155,927	$	108,624	$	746,025
Industrial Solutions	305,333		146,571		76,275		528,179
Total	$	786,807	$	302,498	$	184,899	$	1,274,204

The following tables present our revenues disaggregated by products, including software products, and support and services.



	Products		Support & Services		Total Revenues

Three Months Ended June 30, 2019	(In thousands)
Enterprise Solutions	$	350,270	$	19,592	$	369,862
Industrial Solutions	245,440		22,228		267,668
Total	$	595,710	$	41,820	$	637,530

Three Months Ended July 1, 2018
Enterprise Solutions	$	379,416	$	17,477	$	396,893
Industrial Solutions	248,022		23,724		271,746
Total	$	627,438	$	41,201	$	668,639

Six Months Ended June 30, 2019
Enterprise Solutions	$	658,129	$	38,260	$	696,389
Industrial Solutions	484,144		44,172		528,316
Total	$	1,142,273	$	82,432	$	1,224,705

Six Months Ended July 1, 2018
Enterprise Solutions	$	712,160	$	33,865	$	746,025
Industrial Solutions	480,075		48,104		528,179
Total	$	1,192,235	$	81,969	$	1,274,204

We generate revenues primarily by selling products that provide secure and reliable transmission of data, sound, and video for mission critical applications. We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative selling price and recognized when or as each performance obligation is satisfied. Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred based on the shipping terms of the arrangement. Generally, we determine relative selling price using the prices charged to customers on a standalone basis.

The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. We adjust our estimate of revenue at the earlier of when the most likely amount of consideration

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we expect to receive changes or when the consideration becomes fixed. Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and six months ended June 30, 2019 and July 1, 2018.

The following table presents estimated and accrued variable consideration:



	June 30, 2019		July 1, 2018

	(in thousands)
Accrued rebates	$	24,178	$	23,586
Accrued returns	13,249		8,676
Price adjustments recognized against gross accounts receivable	29,762		26,581

Depending on the terms of an arrangement, we may defer the recognition of a portion of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized when or as the services are performed depending on the terms of the arrangement. As of June 30, 2019, total deferred revenue was $107.4 million, and of this amount, $94.2 million is expected to be recognized within the next twelve months, and the remaining $13.2 million is long-term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity:



	Six Months Ended
	June 30, 2019			July 1, 2018

	(In thousands)
Beginning balance	$	113,300		$	104,400
New deferrals	92,213			90,583
Revenue recognized	(98,100		)	(98,600		)
Ending balance	$	107,413		$	96,383

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions in other current and long-lived assets on our balance sheet when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period.

Total capitalized sales commissions was $3.3 million as of June 30, 2019 and $2.3 million as of July 1, 2018. The following table presents sales commissions that are recorded within selling, general and administrative expenses:



	Three Months ended				Six Months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018

	(in thousands)
Sales commissions	$	5,185	$	6,332	$	10,769	$	12,461

Note 3: Acquisitions

Opterna International Corp.

We acquired 100% of the shares of Opterna International Corp. (Opterna) on April 15, 2019 for a preliminary purchase price, net of cash acquired, of $61.5 million. Of the $61.5 million purchase price, $45.5 million was paid on April 15, 2019 and was funded with cash on hand. The acquisition included a potential earnout, which is based upon future Opterna financial targets through April 15, 2021. The maximum earnout consideration is $25.0 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the estimated fair value of the earnout included in the purchase price was $16.0 million. Opterna is an international fiber optics solutions business based in Sterling, Virginia, which designs and manufactures a range of complementary fiber connectivity, cabinet, and enclosure products used in optical networks. The results of Opterna have been included in our Consolidated Financial Statements from April 15, 2019, and are reported within the Enterprise Solutions segment. Certain subsidiaries of Opterna include noncontrolling interests. Because Opterna has a controlling financial interest in

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these subsidiaries, they are consolidated into our financial statements. The results that are attributable to the noncontrolling interest holders are presented as net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations. An immaterial amount of Opterna's revenues are generated from transactions with the noncontrolling interests. The following table summarizes the estimated, preliminary fair values of the assets acquired and the liabilities assumed as of April 15, 2019 (in thousands):



Receivables	$	5,308
Inventory	8,491
Prepaid and other current assets	566
Property, plant, and equipment	1,328
Intangible assets	26,900
Goodwill	44,973
Deferred income taxes	36
Operating lease right-to-use assets	2,204
Other long-lived assets	2,070
Total assets acquired	$	91,876

Accounts payable	$	4,847
Accrued liabilities	4,346
Long-term deferred tax liability	7,316
Long-term operating lease liability	1,923
Other long-term liabilities	7,153
Total liabilities assumed	$	25,585
Net assets	$	66,291

Noncontrolling interests	4,775

Net assets attributable to Belden	$	61,516

The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, inventories, intangible assets, goodwill, deferred income taxes, other assets and liabilities, and noncontrolling interests are subject to change. A change in the estimated fair value of the net assets acquired or noncontrolling interests will change the amount of the purchase price allocable to goodwill.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.

The preliminary fair value of acquired receivables is $5.3 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our preliminary estimate of the fair values for the acquired inventory, intangible assets, and noncontrolling interests on valuation studies performed by a third party valuation firm. We have estimated a preliminary fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation). Our preliminary estimate of the fair values for the noncontrolling interests were based on the comparable EBITDA multiple valuation technique (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expansion of product offerings in the optical fiber market. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:

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	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	3,500	5.0
Customer relationships	22,000		15.0
Sales backlog	900		0.5
Trademarks	500		2.0
Total intangible assets subject to amortization	$	26,900

Intangible assets not subject to amortization:
Goodwill	$	44,973	n/a
Total intangible assets not subject to amortization	$	44,973

Total intangible assets	$	71,873
Weighted average amortization period			13.0 years

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship and control of the items transfers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

Our consolidated revenues and consolidated income before taxes for the three and six months ended June 30, 2019 included $8.8 million and $(0.1) million, respectively, from Opterna. The income before taxes from Opterna included $0.9 million of amortization of intangible assets and $0.6 million of cost of sales related to the adjustment of acquired inventory to fair value. Consolidated net income for the three and six months ended June 30, 2019 included $0.1 million of net income attributable to noncontrolling interests of Opterna.

The following table illustrates the unaudited pro forma effect on operating results as if the Opterna acquisition had been completed as of January 1, 2018.



	Three Months Ended				Six Months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018

	(In thousands, except per share data)
	(Unaudited)
Revenues	$	637,530	$	675,343	$	1,233,321	$	1,287,431
Net income attributable to Belden common stockholders	36,045		19,977		52,531		11,664
Diluted income per share attributable to Belden common stockholders	$	0.91	$	0.49	$	1.33	$	0.28

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

FutureLink

We acquired the FutureLink product line and related assets from Suttle, Inc. on April 5, 2019 for a preliminary purchase price of $5 million that was funded with cash on hand. The acquisition of FutureLink allows us to offer a more complete set of fiber product offerings. The results from the acquisition of FutureLink have been included in our Condensed Consolidated Financial Statements from April 5, 2019, and are reported within the Enterprise Solutions segment. The acquisition of FutureLink was not material to our financial position or results of operations.

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Net-Tech Technology, Inc.

We acquired 100% of the shares of Net-Tech Technology, Inc. (NT2) on April 25, 2018 for a purchase price of $8.5 million that was funded with cash on hand. NT2 is an integrator of optical passive components and network optimization products used within broadband network applications where optical backhaul is used. NT2 is located in the United States. The results of NT2 have been included in our Consolidated Financial Statements from April 25, 2018, and are reported within the Enterprise Solutions segment. The NT2 acquisition was not material to our financial position or results of operations.

Snell Advanced Media

We acquired 100% of the outstanding ownership interest in Snell Advanced Media (SAM) on February 8, 2018 for a purchase price, net of cash acquired, of $104.6 million. Of the $104.6 million purchase price, $75.2 million was paid on February 8, 2018 and was funded with cash on hand. The acquisition included a potential earnout, which is based upon future combined earnings of SAM and Grass Valley through December 31, 2019. The maximum earnout consideration is $31.4 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the estimated fair value of the earnout included in the purchase price was $29.3 million. We assumed debt of $19.3 million and paid it off during the first quarter of 2018. During the first quarter of 2019, we signed a settlement agreement with the sellers of SAM for claims arising over the timing of the earnout consideration outlined in the purchase agreement, and as part of the settlement, the parties agreed that the maximum earnout consideration of $31.4 million would be payable during the first quarter 2020, unless earlier payment is required as per the terms of the purchase agreement. SAM designs, manufactures, and sells innovative content production and distribution systems for the broadcast and media markets. SAM is located in the United Kingdom. The results of SAM have been included in our Consolidated Financial Statements from February 8, 2018, and are reported within the Enterprise Solutions segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of February 8, 2018 (in thousands):



Receivables	$	16,551
Inventory	15,084
Prepaid and other current assets	3,799
Property, plant, and equipment	7,716
Intangible assets	51,000
Goodwill	103,466
Deferred income taxes	1,388
Other long-lived assets	3,046
Total assets acquired	$	202,050

Accounts payable	$	11,825
Accrued liabilities	25,135
Deferred revenue	8,860
Long-term debt	19,315
Postretirement benefits	31,774
Other long-term liabilities	591
Total liabilities assumed	$	97,500

Net assets	$	104,550

During 2019, we did not record any significant measurement-period adjustments.

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 $16.6 million, which is equivalent to its gross contractual amount.

For purposes of the above allocation, we based our estimate of the fair values for the acquired inventory; property, plant, and equipment; intangible assets; and deferred revenue on valuation studies 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

- 13-

allowance for our post acquisition selling efforts. To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation). We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty 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 criteria 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 SAM acquisition may be gained from helping broadcast and media content creators, aggregators and distributors significantly improve their effectiveness and efficiency during a period of rapid change in technology, viewer and advertiser behavior and business models. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:



	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technologies	$	36,500	5.0
Customer relationships	11,000		12.0
Sales backlog	1,900		0.3
Trademarks	1,600		0.9
Total intangible assets subject to amortization	$	51,000

Intangible assets not subject to amortization:
Goodwill	$	103,466	n/a
Total intangible assets not subject to amortization	$	103,466

Total intangible assets	$	154,466
Weighted average amortization period			6.2 years

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

Our consolidated revenues and consolidated income before taxes for the three months ended July 1, 2018 include $31.1 million and $(6.6) million, respectively, from SAM. The loss before taxes from SAM included $20.3 million of severance and other restructuring costs, $2.8 million of amortization of intangible assets, and $0.7 million of cost of sales related to the adjustment of acquired inventory to fair value. Our consolidated revenues and consolidated income before taxes for the six months ended July 1, 2018 included $51.9 million and $(9.4) million, respectively, from SAM. The loss before taxes from SAM included $29.5 million of severance and other restructuring costs, $5.0 million of amortization of intangible assets, and $1.2 million of cost of sales related to the adjustment of acquired inventory to fair value.

The following table illustrates the unaudited pro forma effect on operating results as if the SAM acquisition had been completed as of January 1, 2017.

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	Three Months Ended		Six Months Ended
	July 1, 2018		July 1, 2018

	(In thousands, except per share data)
	(Unaudited)
Revenues	$	671,441	$	1,285,625
Net income attributable to Belden common stockholders	35,241		34,169
Diluted loss per share attributable to Belden common stockholders	$	0.86	$	0.82

Note 4: Reportable Segments

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

The key measures of segment profit or loss 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 Condensed Consolidated Statements of Operations and Comprehensive Income due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation.

Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing.

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	Enterprise Solutions		Industrial Solutions		Total Segments

	(In thousands)
As of and for the three months ended June 30, 2019
Segment revenues	$	369,862	$	267,668	$	637,530
Affiliate revenues	893		—		893
Segment EBITDA	53,483		47,458		100,941
Depreciation expense	7,540		4,761		12,301
Amortization of intangibles	9,320		13,048		22,368
Amortization of software development intangible assets	1,044		28		1,072
Severance, restructuring, and acquisition integration costs	3,082		—		3,082
Purchase accounting effects of acquisitions	718		—		718
Segment assets	822,402		478,894		1,301,296
As of and for the three months ended July 1, 2018
Segment revenues	$	399,695	$	271,746	$	671,441
Affiliate revenues	1,496		17		1,513
Segment EBITDA	70,281		53,225		123,506
Depreciation expense	7,153		4,873		12,026
Amortization of intangibles	11,809		13,230		25,039
Amortization of software development intangible assets	488		—		488
Severance, restructuring, and acquisition integration costs	22,887		2,041		24,928
Purchase accounting effects of acquisitions	1,036		—		1,036
Deferred revenue adjustments	2,802		—		2,802
Segment assets	759,334		436,885		1,196,219
As of and for the six months ended June 30, 2019
Segment revenues	$	696,389	$	528,316	$	1,224,705
Affiliate revenues	2,263		17		2,280
Segment EBITDA	93,041		94,917		187,958
Depreciation expense	15,273		9,748		25,021
Amortization of intangibles	19,490		26,219		45,709
Amortization of software development intangible assets	1,958		51		2,009
Severance, restructuring, and acquisition integration costs	6,860		—		6,860
Purchase accounting effects of acquisitions	2,031		—		2,031
Segment assets	822,402		478,894		1,301,296
As of and for the six months ended July 1, 2018
Segment revenues	$	750,685	$	528,179	$	1,278,864
Affiliate revenues	2,542		46		2,588
Segment EBITDA	127,733		99,651		227,384
Depreciation expense	14,373		9,518		23,891
Amortization of intangibles	22,979		26,478		49,457
Amortization of software development intangible assets	724		—		724
Severance, restructuring, and acquisition integration costs	37,421		7,901		45,322
Purchase accounting effects of acquisitions	1,538		—		1,538
Deferred revenue adjustments	4,660		—		4,660
Segment assets	759,334		436,885		1,196,219

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

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	Three Months Ended						Six Months Ended
	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018

	(In thousands)
Total Segment Revenues	$	637,530		$	671,441		$	1,224,705		$	1,278,864
Deferred revenue adjustments (1)	—			(2,802		)	—			(4,660		)
Consolidated Revenues	$	637,530		$	668,639		$	1,224,705		$	1,274,204

Total Segment EBITDA	$	100,941		$	123,506		$	187,958		$	227,384
Amortization of intangibles	(22,368		)	(25,039		)	(45,709		)	(49,457		)
Depreciation expense	(12,301		)	(12,026		)	(25,021		)	(23,891		)
Severance, restructuring, and acquisition integration costs (2)	(3,082		)	(24,928		)	(6,860		)	(45,322		)
Purchase accounting effects related to acquisitions (3)	(718		)	(1,036		)	(2,031		)	(1,538		)
Amortization of software development intangible assets	(1,072		)	(488		)	(2,009		)	(724		)
Deferred revenue adjustments (1)	—			(2,802		)	—			(4,660		)
Loss on sale of assets	—			—			—			(94		)
Eliminations	(261		)	(681		)	(744		)	(989		)
Consolidated operating income	61,139			56,506			105,584			100,709
Interest expense, net	(14,168		)	(15,088		)	(28,361		)	(32,066		)
Non-operating pension benefit (cost)	481			(257		)	1,028			(532		)
Loss on debt extinguishment	—			(3,030		)	—			(22,990		)
Consolidated income before taxes	$	47,452		$	38,131		$	78,251		$	45,121

(1) 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. See Note 3, Acquisitions, for details.

(2) See Note 9, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) For the three and six months ended June 30, 2019, we recognized expenses related to the earnout consideration for the SAM acquisition, and we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Opterna and FutureLink acquisitions. For the three and six months ended July 1, 2018, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the SAM and NT2 acquisitions.

Note 5: Income per Share

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



	Three Months Ended					Six Months Ended
	June 30, 2019		July 1, 2018			June 30, 2019		July 1, 2018

	(In thousands)
Numerator:
Net income	$	42,290	$	28,792		$	67,468	$	31,362
Less: Net income (loss) attributable to noncontrolling interests	90		(77		)	66		(125		)
Less: Preferred stock dividends	8,733		8,733			17,466		17,466
Net income attributable to Belden common stockholders	$	33,467	$	20,136		$	49,936	$	14,021

Denominator:
Weighted average shares outstanding, basic	39,389		40,735			39,405		41,184
Effect of dilutive common stock equivalents	222		239			230		308
Weighted average shares outstanding, diluted	39,611		40,974			39,635		41,492

For the three and six months ended June 30, 2019, diluted weighted average shares outstanding do not include outstanding equity awards of 1.2 million and 1.1 million, respectively, because to do so would have been anti-dilutive. In addition, for the three and six months ended June 30, 2019, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.3 million, respectively, because the related performance conditions have not been satisfied. Furthermore, for both

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the three and six months ended June 30, 2019, 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 1, 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.9 million and 0.7 million, respectively, because to do so would have been anti-dilutive. In addition, for the three and six months ended July 1, 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.2 million, respectively, because the related performance conditions have not been satisfied. Furthermore, for both the three and six months ended July 1, 2018, 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 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:



	June 30, 2019			December 31, 2018

	(In thousands)
Raw materials	$	136,433		$	146,803
Work-in-process	49,017			45,939
Finished goods	154,179			152,572
Gross inventories	339,629			345,314
Excess and obsolete reserves	(29,918		)	(28,896		)
Net inventories	$	309,711		$	316,418

Note 7: Leases

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and certain equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms of less than 1 year to 16 years, some of which include options to extend the lease for a period of up to 15 years and some include options to terminate the leases within 1 year. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Our lease agreements do not contain any material residual value guarantees or material variable lease payments.

We have entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on our balance sheet, and for the three and six months ended June 30, 2019, the rent expense for short-term leases was not material.

We have certain property and equipment lease contracts that may contain lease and non-lease components, and we have elected to utilize the practical expedient to account for these components together as a single combined lease component.

As the rate implicit in each lease is not readily determinable, we use the incremental borrowing rate to determine the present value of the lease payments, which is unique to each leased asset, and is based upon the term of the lease, commencement date of the lease, local currency of the leased asset, and the credit rating of the legal entity leasing the asset.

The components of lease expense were as follows:

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	Three Months Ended		Six Months Ended
	June 30, 2019

	(In thousands)
Operating lease cost	$	4,756	$	9,742

Finance lease cost
Amortization of right-of-use asset	$	43	$	68
Interest on lease liabilities	6		10
Total finance lease cost	$	49	$	78

Supplemental cash flow information related to leases was as follows:



	Three Months Ended		Six Months Ended
	June 30, 2019

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,048	$	10,136
Operating cash flows from finance leases	7		16
Financing cash flows from finance leases	100		173

Supplemental balance sheet information related to leases was as follows:



	June 30, 2019

	(In thousands, except lease term and discount rate)
Operating leases:
Total operating lease right-of-use assets	$	84,099

Accrued liabilities	$	18,127
Long-term operating lease liabilities	77,679
Total operating lease liabilities	$	95,806

Finance leases:
Other long-lived assets, at cost	$	938
Accumulated depreciation	(576		)
Other long-lived assets, net	$	362



Weighted Average Remaining Lease Term
Operating leases	7 years
Finance leases	3 years

Weighted Average Discount Rate
Operating leases	6.9	%
Finance leases	6.1	%

Maturities of lease liabilities were as follows:

- 19-



	Operating Leases		Finance Leases

	(In thousands)
2019	$	23,731	$	280
2020	21,046		200
2021	17,345		86
2022	14,762		36
2023	12,062		7
Thereafter	37,937		—
Total	$	126,883	$	609

Note 8: Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $12.3 million and $25.0 million in the three and six months ended June 30, 2019, respectively. We recognized depreciation expense of $12.0 million and $23.9 million in the three and six months ended July 1, 2018, respectively.

We recognized amortization expense related to our intangible assets of $23.4 million and $47.7 million in the three and six months ended June 30, 2019. We recognized amortization expense related to our intangible assets of $25.5 million and $50.2 million in the three and six months ended July 1, 2018, respectively.

Note 9: Severance, Restructuring, and Acquisition Integration Activities

Opterna and FutureLink Integration program: 2019

In 2019, we began a restructuring program to integrate Opterna and FutureLink with our existing businesses. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $2.5 million of severance and other restructuring costs for this program during the three and six months ended June 30, 2019. These costs were incurred by the Enterprise Solutions segment. We expect to incur approximately $3.0 million of additional severance and restructuring costs for this program, most of which will be incurred by the end of 2019.

Grass Valley and SAM Integration Program: 2018 - 2019

In 2018, we began a restructuring program to integrate SAM with Grass Valley. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We did not recognize severance and other restructuring costs for this program during the three months ended June 30, 2019 and we recognized $3.0 million of severance and other restructuring costs for this program during the six months ended June 30, 2019. We recognized $20.3 million and $29.5 million of severance and other restructuring costs for this program during the three and six months ended July 1, 2018, respectively. The costs were incurred by the Enterprise Solutions segment. We do not expect to incur any more costs for this program.

Industrial Manufacturing Footprint Program: 2016 - 2018

In 2016, we began a program to consolidate our manufacturing footprint. The manufacturing consolidation was complete as of December 31, 2018. We recognized $3.9 million and $11.4 million of severance and other restructuring costs for this program during the three and six months ended July 1, 2018. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms.

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

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	Severance		Other Restructuring and Integration Costs		Total Costs

Three Months Ended June 30, 2019	(In thousands)
Enterprise Solutions	$	—	$	3,082	$	3,082
Industrial Solutions	—		—		—
Total	$	—	$	3,082	$	3,082

Three Months Ended July 1, 2018
Enterprise Solutions	$	10,872	$	12,015	$	22,887
Industrial Solutions	190		1,851		2,041
Total	$	11,062	$	13,866	$	24,928

Six Months Ended June 30, 2019
Enterprise Solutions	$	220	$	6,640	$	6,860
Industrial Solutions	—		—		—
Total	$	220	$	6,640	$	6,860

Six Months Ended July 1, 2018
Enterprise Solutions	$	11,380	$	26,041	$	37,421
Industrial Solutions	242		7,659		7,901
Total	$	11,622	$	33,700	$	45,322

The following table summarizes the costs of the various programs described above as well as other immaterial programs and acquisition integration activities by financial statement line item in the Condensed Consolidated Statement of Operations:



	Three Months ended				Six Months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018

	(In thousands)
Cost of sales	$	423	$	7,231	$	985	$	16,662
Selling, general and administrative expenses	2,333		14,544		5,112		23,946
Research and development expenses	326		3,153		763		4,714
Total	$	3,082	$	24,928	$	6,860	$	45,322

The other restructuring and integration costs primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the other 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 June 30, 2019 or December 31, 2018.

Note 10: Long-Term Debt and Other Borrowing Arrangements

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

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	June 30, 2019			December 31, 2018

	(In thousands)
Revolving credit agreement due 2022	$	—		$	—
Senior subordinated notes:
3.875% Senior subordinated notes due 2028	398,160			400,050
3.375% Senior subordinated notes due 2027	511,920			514,350
4.125% Senior subordinated notes due 2026	227,520			228,600
2.875% Senior subordinated notes due 2025	341,280			342,900
Total senior subordinated notes	1,478,880			1,485,900
Less unamortized debt issuance costs	(21,309		)	(22,700		)
Long-term debt	$	1,457,571		$	1,463,200

Revolving Credit Agreement due 2022

Our Revolving Credit Agreement provides a $400.0 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. As of June 30, 2019, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $320.9 million.

Senior Subordinated Notes

We have outstanding €350.0 million aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of June 30, 2019 is $398.2 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, and 2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

We have outstanding €450.0 million aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of June 30, 2019 is $511.9 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2026, and 2025 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 €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 June 30, 2019 is $227.5 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2026 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2025 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 €300.0 million aggregate principal amount of 2.875% senior subordinated notes due 2025 (the 2025 Notes). The carrying value of the 2025 Notes as of June 30, 2019 is $341.3 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2026 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

Fair Value of Long-Term Debt

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The fair value of our senior subordinated notes as of June 30, 2019 was approximately $1,549.0 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a carrying value of $1,478.9 million as of June 30, 2019.

Note 11: Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of June 30, 2019, all of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations. The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in the euro exchange rate. The transaction gain or loss is reported in the translation adjustment section of other comprehensive income. For the six months ended June 30, 2019 and July 1, 2018, the transaction gain associated with these notes that was reported in other comprehensive income was $6.9 million and $66.5 million, respectively.

Note 12: Income Taxes

For the three and six months ended June 30, 2019, we recognized income tax expense of $5.2 million and $10.8 million, respectively, representing an effective tax rate of 10.9% and 13.8%, respectively. The effective tax rates were impacted by an income tax benefit of $6.4 million as a result of changes in our estimated valuation allowance requirement related to foreign tax credits due to the restructuring of certain foreign operations. These effective rates are also reflective of the impact of more favorable statutory tax rates applied to the earnings of these foreign operations due to the restructuring efforts.

For the three and six months ended July 1, 2018, we recognized income tax expense of $9.3 million and $13.8 million, respectively, representing an effective tax rate of 24.5% and 30.5%, respectively. The effective tax rate was impacted by the following significant factors:


•	We recognized income tax benefit of $1.2 million in the three and six months ended July 1, 2018 due to a decrease in reserves for uncertain tax positions of prior years.


•	We recognized income tax expense of $1.8 million in the six months ended July 1, 2018 as a result of a change in our valuation allowance on foreign tax credits associated with our euro debt refinancing.


•	We also recognized income tax expense of $0.5 million in the six months ended July 1, 2018 as a result of changes in our valuation allowance for the Tax Cuts and Jobs Act (the Act).

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.

Note 13: 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	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018

	(In thousands)
Service cost	$	1,047		$	942		$	10		$	13
Interest cost	2,939			1,905			270			260
Expected return on plan assets	(4,020		)	(2,508		)	—			—
Amortization of prior service cost (credit)	40			(12		)	—			—
Actuarial losses (gains)	316			612			(26		)	—
Net periodic benefit cost	$	322		$	939		$	254		$	273

Six Months Ended
Service cost	$	2,106		$	2,075		$	19		$	26
Interest cost	5,948			3,781			542			524
Expected return on plan assets	(8,135		)	(5,028		)	—			—
Amortization of prior service cost (credit)	26			(22		)	—			—
Actuarial losses (gains)	642			1,277			(51		)	—
Net periodic benefit cost	$	587		$	2,083		$	510		$	550

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Note 14: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:



	Three Months Ended						Six Months Ended
	June 30, 2019			July 1, 2018			June 30, 2019		July 1, 2018

	(In thousands)
Net income	$	42,290		$	28,792		$	67,468	$	31,362
Foreign currency translation gain (loss), net of $0.4 million, $0.6 million, $0.8 million, and $1.1 million tax, respectively	(16,904		)	60,642			11,887		28,847
Adjustments to pension and postretirement liability, net of $0.1 million, $0.2 million, $0.1 million, and $0.5 million tax, respectively	251			369			470		772
Total comprehensive income	25,637			89,803			79,825		60,981
Less: Comprehensive income (loss) attributable to noncontrolling interests	130			(94		)	107		(126		)
Comprehensive income attributable to Belden	$	25,507		$	89,897		$	79,718	$	61,107

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, 2018	$	(41,882	)	$	(33,025	)	$	(74,907	)
Other comprehensive income attributable to Belden before reclassifications	11,846			—			11,846
Amounts reclassified from accumulated other comprehensive income	—			470			470
Net current period other comprehensive gain attributable to Belden	11,846			470			12,316
Balance at June 30, 2019	$	(30,036	)	$	(32,555	)	$	(62,591	)

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 30, 2019:



	Amount Reclassified from Accumulated Other Comprehensive Income			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	$	591		(1)
Prior service cost	26			(1)
Total before tax	617
Tax benefit	(147		)
Total net of tax	$	470

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 13).

Note 15: Preferred Stock

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In 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 July 15, 2019 into between 120.46 and 132.50 shares of Belden common stock, subject to customary anti-dilution adjustments. This represents a range of 6.2 million to 6.9 million shares of Belden common stock to be issued upon conversion. The number of shares of Belden common stock issuable upon the mandatory conversion of the Preferred Stock will be determined based upon the volume-weighted average price of Belden’s common stock over the 20 day trading period beginning on, and including, the 22nd scheduled trading day prior to July 15, 2019. The net proceeds from this offering were approximately $501 million. The net proceeds are for general corporate purposes. With respect to dividend and liquidation rights, the Preferred Stock ranks senior to our common stock and junior to all of our existing and future indebtedness. During the three and six months ended June 30, 2019, dividends on the Preferred Stock were $8.7 million and $17.5 million, respectively. During the three and six months ended July 1, 2018, dividends on the Preferred Stock were $8.7 million and $17.5 million, respectively.

Note 16: Share Repurchase

On November 29, 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. During the three and six months ended June 30, 2019, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $22.8 million and an average price per share of $57.47. During the three months ended July 1, 2018, we repurchased 0.4 million shares of our common stock under a previous share repurchase program for an aggregate cost of $24.7 million and an average price per share of $63.75. During the six months ended July 1, 2018, we repurchased 1.4 million shares of our common stock under a previous share repurchase program for an aggregate cost of $100.0 million and an average price per share of $69.53.

Note 17: Subsequent Events

On July 15, 2019, all outstanding 6.75% Series B Mandatory Convertible Preferred Stock (the Preferred Stock) automatically converted into shares of Belden common stock at the conversion rate of 132.50 shares of common stock per share of Preferred Stock. The conversion of the Preferred Stock resulted in the issuance of approximately 6.9 million shares of Belden common stock on the conversion date. Upon conversion, the Preferred Stock were automatically extinguished and discharged, are no longer deemed outstanding for all purposes, and delisted from trading on the New York Stock Exchange.

In July 2019, we repurchased 0.5 million shares of our common stock under the share repurchase program authorized on November 29, 2018 by our Board or Directors for an aggregate cost of $27.2 million and an average price per share of $55.17.

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 two global business platforms – Enterprise Solutions and Industrial 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 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.

- 25-

Trends and Events

The following trends and events during 2019 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, Indian rupee, and Brazilian real. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. During the three and six months ended June 30, 2019, approximately 50% of our consolidated revenues were to customers outside of the U.S.

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

Commodity prices

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

Channel Inventory

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

Acquisitions

We completed the acquisitions of Opterna International Corp. (Opterna) on April 15, 2019 and FutureLink on April 5, 2019. The results of Opterna and FutureLink have been included in our Consolidated Financial Statements from the acquisition dates and are reported in the Enterprise Solutions segment. See Note 3.

Grass Valley and SAM Integration Program

- 26-

Opterna and FutureLink Integration Program

In 2019, we began a restructuring program to integrate Opterna and FutureLink with our existing businesses. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $2.5 million of severance and other restructuring costs for this program during the three and six months ended June 30, 2019. The costs were incurred by the Enterprise Solutions segment. We expect to incur approximately $3 million of additional severance and restructuring costs for this program, most of which will be incurred by the end of 2019.

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 June 30, 2019:


•	We did not change any of our existing critical accounting policies from those listed in our 2018 Annual Report on Form 10-K other than updating our lease accounting policies for the adoption of ASU 2016-02;


•	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.

Results of Operations

Consolidated Income before Taxes



	Three Months Ended								Six Months Ended
	June 30, 2019			July 1, 2018			% Change		June 30, 2019			July 1, 2018			% Change

	(In thousands, except percentages)
Revenues	$	637,530		$	668,639		(4.7	)%	$	1,224,705		$	1,274,204		(3.9	)%
Gross profit	241,023			257,596			(6.4	)%	465,751			488,190			(4.6	)%
Selling, general and administrative expenses	(122,482		)	(138,842		)	(11.8	)%	(245,270		)	(263,714		)	(7.0	)%
Research and development expenses	(35,034		)	(37,209		)	(5.8	)%	(69,188		)	(74,310		)	(6.9	)%
Amortization of intangibles	(22,368		)	(25,039		)	(10.7	)%	(45,709		)	(49,457		)	(7.6	)%
Operating income	61,139			56,506			8.2	%	105,584			100,709			4.8	%
Interest expense, net	(14,168		)	(15,088		)	(6.1	)%	(28,361		)	(32,066		)	(11.6	)%
Non-operating pension benefit (cost)	481			(257		)	(287.2	)%	1,028			(532		)	(293.2	)%
Loss on debt extinguishment	—			(3,030		)	(100.0	)%	—			(22,990		)	(100.0	)%
Income before taxes	47,452			38,131			24.4	%	78,251			45,121			73.4	%

Revenues decreased $31.1 million and $49.5 million in the three and six months ended June 30, 2019, respectively, from the comparable periods of 2018 due to the following factors:


•	Lower sales volume resulted in a $24.6 million and $33.1 million decrease in the three and six months ended June 30, 2019, respectively.


•	Currency translation had a $11.1 million and $24.8 million unfavorable impact on revenues in the three and six months ended June 30, 2019, respectively.


•	Copper prices had a $4.8 million and $9.9 million unfavorable impact on revenues in the three and six months ended June 30, 2019, respectively.


•	Acquisitions contributed an estimated $9.4 million and $18.3 million in the three and six months ended June 30, 2019, respectively.

The decrease in volume was primarily experienced in our Enterprise solutions segment, partially offset by an increase in volume in our Industrial solutions segment.

- 27-

Gross profit decreased $16.6 million and $22.4 million, respectively, in the three and six months ended June 30, 2019 from the comparable periods of 2018. Gross profit for the three months ended June 30, 2019 decreased due to the decreases in revenue discussed above and was further impacted from unfavorable mix which was partially offset by decreases in severance, restructuring, and acquisition integration costs of $6.8 million from the comparable period of 2018. Gross profit for the six months ended June 30, 2019 decreased due to the decreases in revenue discussed above and was further impacted from unfavorable mix which was partially offset by decreases in severance, restructuring, and acquisition integration costs of $15.7 million from the comparable period of 2018.

Selling, general and administrative expenses decreased $16.4 million and $18.4 million, respectively, in the three and six months ended June 30, 2019 from the comparable periods of 2018 primarily due to a decrease in severance, restructuring, and acquisition integration costs of $12.2 million and $18.8 million, respectively.

Research and development expenses decreased $2.2 million and $5.1 million, respectively, in the three and six months ended June 30, 2019 from the comparable periods of 2018 primarily due to a decrease in severance, restructuring, and acquisition integration costs of $2.8 million and $4.0 million, respectively.

Amortization of intangibles decreased $2.7 million and $3.7 million, respectively, in the three and six months ended June 30, 2019 from the comparable periods of 2018 primarily due to certain intangible assets becoming fully amortized.

Operating income increased $4.6 million and $4.9 million, respectively, in the three and six months ended June 30, 2019 from the comparable periods of 2018 as the decreases in operating expenses were greater than the decreases in gross profit discussed above.

Net interest expense decreased $0.9 million and $3.7 million, respectively, in the three and six months ended June 30, 2019 from the comparable periods of 2018 as a result of our debt transactions during 2018. In March 2018, we issued €350.0 million aggregate principal amount of new senior subordinated notes due 2028 at an interest rate of 3.875%, and used the net proceeds of this offering and cash on hand to repurchase all of our outstanding €200.0 million 5.5% senior subordinated notes due 2023 as well as all of our outstanding $200.0 million 5.25% senior subordinated notes due 2024.

The loss on debt extinguishment recognized in 2018 represents the premium paid to the bond holders to retire a portion of the 2023 and 2024 notes and the unamortized debt issuance costs written-off.

Income before taxes increased $9.3 million and $33.1 million in the three and six months ended June 30, 2019 from the comparable periods of 2018. This increase is primarily a result of the loss on debt extinguishment in the prior year as well as the decline in net interest expense and increase in operating income over the year ago periods discussed above.

Income Taxes



	Three Months Ended								Six Months Ended
	June 30, 2019			July 1, 2018			% Change		June 30, 2019			July 1, 2018			% Change

	(In thousands, except percentages)
Income before taxes	$	47,452		$	38,131		24.4	%	$	78,251		$	45,121		73.4	%
Income tax expense	5,162			9,339			(44.7	)%	10,783			13,759			(21.6	)%
Effective tax rate	10.9		%	24.5		%			13.8		%	30.5		%


•	We recognized income tax benefit of $1.2 million in the three and six months ended July 1, 2018 due to a decrease in reserves for uncertain tax positions of prior years.

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•	We recognized income tax expense of $1.8 million in the six months ended July 1, 2018 as a result of a change in our valuation allowance on foreign tax credits associated with our euro debt refinancing.


•	We also recognized income tax expense of $0.5 million in the six months ended July 1, 2018 as a result of changes in our valuation allowance for the Tax Cuts and Jobs Act (the Act).

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
	June 30, 2019			July 1, 2018			% Change		June 30, 2019			July 1, 2018			% Change

	(In thousands, except percentages)
Adjusted Revenues	$	637,530		$	671,441		(5.1	)%	$	1,224,705		$	1,278,864		(4.2	)%
Adjusted EBITDA	101,161			122,568			(17.5	)%	188,242			225,863			(16.7	)%
as a percent of adjusted revenues	15.9		%	18.3		%			15.4		%	17.7		%

Adjusted Revenues decreased $33.9 million and $54.2 million in the three and six months ended June 30, 2019, respectively, from the comparable period of 2018 due to the following factors:


•	Lower sales volume resulted in a $27.4 million and $37.8 million decrease in the three and six months ended June 30, 2019, respectively


•	Currency translation had a $11.1 million and $24.8 million unfavorable impact on revenues in the three and six months ended June 30, 2019, respectively.


•	Copper prices had a $4.8 million and $9.9 million unfavorable impact on revenues in the three and six months ended June 30, 2019, respectively.


•	Acquisitions contributed an estimated $9.4 million and $18.3 million in the three and six months ended June 30, 2019, respectively.

The decrease in volume was primarily experienced in our Enterprise solutions segment, partially offset by an increase in volume in our Industrial solutions segment.

Adjusted EBITDA decreased $21.4 million and $37.6 million in the three and six months ended June 30, 2019, respectively, from the comparable periods of 2018. Adjusted EBITDA for the three months ended June 30, 2019 decreased due to the decreases in Adjusted Revenues discussed above and was further impacted by unfavorable mix as compared to the comparable period of 2018. Adjusted EBITDA for the six months ended June 30, 2019 decreased due to the decreases in Adjusted Revenues discussed above and was further impacted by unfavorable mix.

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

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adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

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



	Three Months Ended						Six Months Ended
	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018

	(In thousands, except percentages)
GAAP revenues	$	637,530		$	668,639		$	1,224,705		$	1,274,204
Deferred revenue adjustments (1)	—			2,802			—			4,660
Adjusted revenues	$	637,530		$	671,441		$	1,224,705		$	1,278,864

GAAP net income	$	42,290		$	28,792		$	67,468		$	31,362
Amortization of intangible assets	22,368			25,039			45,709			49,457
Interest expense, net	14,168			15,088			28,361			32,066
Depreciation expense	12,301			12,026			25,021			23,891
Income tax expense	5,162			9,339			10,783			13,759
Severance, restructuring, and acquisition integration costs (2)	3,082			24,928			6,860			45,322
Purchase accounting effects related to acquisitions (3)	718			1,036			2,031			1,538
Amortization of software development intangible assets	1,072			488			2,009			724
Loss on debt extinguishment	—			3,030			—			22,990
Deferred revenue adjustments (1)	—			2,802			—			4,660
Loss on sale of assets	—			—			—			94
Adjusted EBITDA	$	101,161		$	122,568		$	188,242		$	225,863

GAAP net income margin	6.6		%	4.3		%	5.5		%	2.5		%
Adjusted EBITDA margin	15.9		%	18.3		%	15.4		%	17.7		%

(2) See Note 9, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) For the six months ended June 30, 2019, we recognized expenses related to the earnout consideration for the SAM acquisition, and we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Opterna and FutureLink acquisitions. For the three and six months ended July 1, 2018, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the SAM and NT2 acquisitions.

Segment Results of Operations

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

Enterprise Solutions



	Three Months Ended								Six Months Ended
	June 30, 2019			July 1, 2018			% Change		June 30, 2019			July 1, 2018			% Change

	(In thousands, except percentages)
Segment Revenues	$	369,862		$	399,695		(7.5	)%	$	696,389		$	750,685		(7.2	)%
Segment EBITDA	53,483			70,281			(23.9	)%	93,041			127,733			(27.2	)%
as a percent of segment revenues	14.5		%	17.6		%			13.4		%	17.0		%

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Enterprise Solutions revenues decreased $29.8 million and $54.3 million in the three and six months ended June 30, 2019, respectively, from the comparable periods of 2018. For the three months ended June 30, 2019, decreases in volume, unfavorable currency translation, and lower copper prices contributed an estimated $32.5 million, $4.9 million, and $1.8 million to the decline in revenues, respectively, partially offset by the impact of acquisitions, which contributed an estimated $9.4 million increase in revenues. For the six months ended June 30, 2019, decreases in volume, unfavorable currency translation, and lower copper prices contributed an estimated $58.3 million, $10.4 million, and $3.9 million to the decline in revenues, respectively, partially offset by the impact of acquisitions, which contributed an estimated $18.3 million increase in revenues. The decrease in volume was primarily due to softer demand in the final mile broadband and live media production markets.

Enterprise Solutions EBITDA decreased $16.8 million and $34.7 million, respectively, in the three and six months ended June 30, 2019 compared to the year ago periods primarily as a result of the decline in revenues discussed above.

Industrial Solutions



	Three Months Ended								Six Months Ended
	June 30, 2019			July 1, 2018			% Change		June 30, 2019			July 1, 2018			% Change

	(In thousands, except percentages)
Segment Revenues	$	267,668		$	271,746		(1.5	)%	$	528,316		$	528,179		—	%
Segment EBITDA	47,458			53,225			(10.8	)%	94,917			99,651			(4.8	)%
as a percent of segment revenues	17.7		%	19.6		%			18.0		%	18.9		%

Industrial Solutions revenues decreased $4.1 million in the three months ended June 30, 2019 from the comparable period of 2018, and remained flat in the six months ended June 30, 2019 from the comparable period of 2018. The decrease in revenues in the three months ended June 30, 2019 from the comparable period of 2018 was primarily due to unfavorable currency translation and lower copper prices which had an estimated impact of $6.2 million and $3.0 million, respectively, and was partially offset by an increase in volume which had an estimated impact of $5.1 million. Revenues in the six months ended June 30, 2019 from the comparable period of 2018 remained flat as the increase in volume of $20.5 million, was offset by the decrease from unfavorable currency translation and lower copper prices, which had an estimated impact of $14.4 million and $6.0 million, respectively.

Industrial Solutions EBITDA decreased $5.8 million and $4.7 million, in the three and six months ended June 30, 2019 from the comparable periods of 2018 primarily as a result of the changes in revenues discussed above and investments in product development.

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 2019 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:

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	Six Months Ended
	June 30, 2019			July 1, 2018

	(In thousands)
Net cash provided by (used for):
Operating activities	$	21,645		$	(29,362	)
Investing activities	(101,267		)	(82,385		)
Financing activities	(46,438		)	(184,980		)
Effects of currency exchange rate changes on cash and cash equivalents	693			(2,932		)
Decrease in cash and cash equivalents	(125,367		)	(299,659		)
Cash and cash equivalents, beginning of period	420,610			561,108
Cash and cash equivalents, end of period	$	295,243		$	261,449

Operating cash flows were a source of cash of $21.6 million in 2019 and a use of cash of $29.4 million in 2018 representing an improvement of $51.0 million. The improvement in operating cash flows as compared to prior year is primarily due to an increase in net income of $36.1 million, and effective working capital management that resulted in an increase in cash received from receivables and inventory of $32.7 million and $31.8 million, respectively, over the year ago period.

Net cash used for investing activities totaled $101.3 million in 2019, compared to $82.4 million for the comparable period of 2018. Investing activities for the six months ended June 30, 2019 included capital expenditures of $50.8 million compared to $39.5 million in the comparable period of 2018. The increase in capital expenditures of $11.3 million is due in part to the investments we are making in India and software development. The six months ended June 30, 2019 included payments, net of cash acquired for acquisitions of $50.5 million primarily for the acquisition of Opterna, and the six months ended July 1, 2018 included payments, net of cash acquired for acquisitions of $84.6 million for SAM and NT2. Additionally, the six months ended July 1, 2018 included proceeds from the disposal of the MCS business and Hirshmann JV of $40.2 million, which closed on December 31, 2017.

Net cash used for financing activities for the six months ended June 30, 2019 totaled $46.4 million, compared to $185.0 million for the comparable period of 2018. Financing activities for the six months ended June 30, 2019 included payments under our share repurchase program of $22.8 million, cash dividend payments of $21.4 million, and net payments related to share based compensation activities of $2.0 million. Financing activities for the six months ended July 1, 2018 included payments under borrowing arrangements of $484.8 million, payments under our share repurchase program of $100.0 million, cash dividend payments of $22.0 million, debt issuance costs of $7.5 million, net payments related to share based compensation activities of $1.6 million, and $431.3 million of cash proceeds from the issuance of the €350.0 million 3.875% Notes due 2028.

Our cash and cash equivalents balance was $295.2 million as of June 30, 2019. Of this amount, $173.9 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. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and accordingly, no provision for any withholding taxes has been recorded. Upon distribution of those earnings in the form of dividends or otherwise, we may be subject to withholding taxes payable to the respective foreign countries.

Our outstanding debt obligations as of June 30, 2019 consisted of $1,478.9 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 10 to the Condensed Consolidated Financial Statements. As of June 30, 2019, we had $320.9 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 based on a number of factors. These factors include, among others, those set forth in Part II, Item 1A and in other documents that we file with the SEC.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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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 June 30, 2019.



	Principal Amount by Expected Maturity							Fair
	2019		Thereafter			Total		Value

	(In thousands, except interest rates)
€350.0 million fixed-rate senior subordinated notes due 2028	$	—	$	398,160		$	398,160	$	421,142
Average interest rate			3.875		%
€450.0 million fixed-rate senior subordinated notes due 2027	$	—	$	511,920		$	511,920	$	533,226
Average interest rate			3.375		%
€200.0 million fixed-rate senior subordinated notes due 2026	$	—	$	227,520		$	227,520	$	242,111
Average interest rate			4.125		%
€300.0 million fixed-rate senior subordinated notes due 2025	$	—	$	341,280		$	341,280	$	352,542
Average interest rate			2.875		%
Total						$	1,478,880	$	1,549,021

Item 7A of our 2018 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, 2018.

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

SEC Investigation - As disclosed in our Current Report on Form 8-K filed with the SEC on December 3, 2018, we are fully cooperating with an SEC investigation related to the material weakness in internal controls over financial reporting as of December 31, 2017 disclosed in our 2017 Form 10-K. We continue to believe that the outcome of the investigation will not have a material adverse effect on the Company.

We are a party to various other 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 2018 Annual Report on Form 10-K.

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

Set forth below is information regarding our stock repurchases for the three months ended June 30, 2019 (in thousands, except per share amounts).



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

April 1, 2019 through May 5, 2019	—	$	—	—	$	300,000
May 6, 2019 through June 2, 2019	—	—		—	300,000
June 3, 2019 through June 30, 2019	397	57.47		397	277,185
Total	397	$	57.47	397	$	277,185

(1) In November 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable security laws and other regulations. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. From inception of our program to June 30, 2019 and during the three and six months ended June 30, 2019, we have repurchased 0.4 million shares of our common stock under the program for an aggregate cost of $22.8 million and an average price of $57.47.

Item 6: Exhibits

Exhibits

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Exhibit 10.1		Executive Employment Agreement with Ashish Chand.

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.DEF		Definition Linkbase Document

Exhibit 101.PRE		Presentation Linkbase Document

Exhibit 101.LAB		Labels Linkbase Document

Exhibit 101.CAL		Calculation Linkbase Document

Exhibit 101.SCH		Schema Document

Exhibit 101.INS		Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

- 35-

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 5, 2019	By:	/s/ John S. Stroup

			John S. Stroup
			President, Chief Executive Officer, and Chairman

Date:	August 5, 2019	By:	/s/ Henk Derksen

			Henk Derksen
			Senior Vice President, Finance, and Chief Financial Officer

Date:	August 5, 2019	By:	/s/ Douglas R. Zink

			Douglas R. Zink
			Vice President and Chief Accounting Officer

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