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BELDEN INC.

For the period ended Sep 28, 2025. Filed Oct 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 28, 2025 · Filed Oct 30, 2025

BDC$97.83+1.6%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

September 28, 2025December 31, 2024
(Unaudited)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents$314,257$370,302
Receivables, net461,338409,711
Inventories, net393,911343,099
Other current assets89,82573,117
Total current assets1,259,3311,196,229
Property, plant and equipment, less accumulated depreciation537,510495,625
Operating lease right-of-use assets110,798118,551
Goodwill1,036,6661,018,677
Intangible assets, less accumulated amortization405,660419,074
Deferred income taxes17,10116,353
Other long-lived assets69,78963,429
$3,436,855$3,327,938
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$308,797$315,724
Accrued liabilities322,650306,980
Total current liabilities631,447622,704
Long-term debt1,284,4331,130,101
Postretirement benefits69,48463,260
Deferred income taxes81,40477,333
Long-term operating lease liabilities91,376100,049
Other long-term liabilities36,58439,755
Stockholders’ equity:
Common stock503503
Additional paid-in capital858,679839,755
Retained earnings1,339,6661,176,036
Accumulated other comprehensive loss(89,204)(3,532)
Treasury stock(867,517)(718,026)
Total stockholders’ equity1,242,1271,294,736
$3,436,855$3,327,938

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands, except per share data)
Revenues$698,221$654,926$1,995,074$1,794,937
Cost of sales(435,023)(410,922)(1,227,468)(1,122,531)
Gross profit263,198244,004767,606672,406
Selling, general and administrative expenses(139,415)(126,976)(402,859)(357,241)
Research and development expenses(33,859)(27,941)(96,216)(83,397)
Amortization of intangibles(13,636)(13,738)(40,381)(34,487)
Operating income76,28875,349228,150197,281
Interest expense, net(11,562)(10,855)(33,866)(27,454)
Non-operating pension benefit (cost)(398)286(1,203)747
Loss related to revolver refinancing(76)—(76)—
Income before taxes64,25264,780193,005170,574
Income tax expense(7,562)(11,091)(23,372)(30,542)
Net income56,69053,689169,633140,032
Less: Net loss attributable to noncontrolling interest—(3)—(17)
Net income attributable to Belden stockholders$56,690$53,692$169,633$140,049
Weighted average number of common shares and equivalents:
Basic39,51640,79839,72840,825
Diluted40,13741,41740,32441,371
Basic income per share attributable to Belden stockholders$1.43$1.32$4.27$3.43
Diluted income per share attributable to Belden stockholders$1.41$1.30$4.21$3.39
Comprehensive income attributable to Belden$48,064$23,760$83,961$126,175
Common stock dividends declared per share$0.05$0.05$0.15$0.15

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CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

Nine Months Ended
September 28, 2025September 29, 2024
(In thousands)
Cash flows from operating activities:
Net income$169,633$140,032
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization95,41484,039
Share-based compensation22,61322,079
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables(36,689)3,244
Inventories(40,334)8,918
Accounts payable(15,128)(53,664)
Accrued liabilities(7,357)(24,410)
Income taxes(1,492)1,220
Other assets(3,796)(5,766)
Other liabilities11,6121,665
Net cash provided by operating activities194,476177,357
Cash flows from investing activities:
Capital expenditures(97,034)(70,759)
Proceeds from disposal of tangible assets168106
Cash from business acquisitions7,744(295,591)
Net cash used for investing activities(89,122)(366,244)
Cash flows from financing activities:
Payments under share repurchase program, including excise tax(150,967)(77,954)
Payments on revolving credit facility(50,000)—
Withholding tax payments for share-based payment awards(20,514)(8,930)
Cash dividends paid(6,000)(6,154)
Debt issuance costs paid(3,178)—
Payments under financing lease obligations(1,341)(694)
Proceeds from issuance of common stock11,6288,917
Borrowings on revolving credit facility50,000—
Net cash used for financing activities(170,372)(84,815)
Effect of foreign currency exchange rate changes on cash and cash equivalents8,973(360)
Decrease in cash and cash equivalents(56,045)(274,062)
Cash and cash equivalents, beginning of period370,302597,044
Cash and cash equivalents, end of period$314,257$322,982

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CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS

Belden Inc. Stockholders
Additional · AccumulatedOther
Common Stock · Paid-In · Retained · Treasury Stock · Comprehensive
SharesAmountCapitalEarningsSharesAmountLossTotal
(In thousands)
Balance at December 31, 202450,335$503$839,755$1,176,036(10,124)$(718,026)$(3,532)$1,294,736
Net income———51,937———51,937
Other comprehensive loss, net of tax——————(37,150)(37,150)
Common stock issuance——2,083—481,735—3,818
Retirement Savings Plan stock contributions——1,454—20705—2,159
Exercise of stock options, net of tax withholding forfeitures——(445)—6(198)—(643)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(10,058)—162(2,970)—(13,028)
Share repurchase including excise tax————(810)(85,074)—(85,074)
Share-based compensation——7,776————7,776
Common stock dividends ($0.05 per share)———(2,024)———(2,024)
Balance at March 30, 202550,335$503$840,565$1,225,949(10,698)$(803,828)$(40,682)$1,222,507
Net income———61,006———61,006
Other comprehensive loss, net of tax——————(39,896)(39,896)
Retirement Savings Plan stock contributions——1,391—21737—2,128
Exercise of stock options, net of tax withholding forfeitures——(272)—5(1)—(273)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(779)—20566—(213)
Share repurchase including excise tax————(153)(15,616)—(15,616)
Share-based compensation——6,827————6,827
Common stock dividends ($0.05 per share)———(1,995)———(1,995)
Balance at June 29, 202550,335$503$847,732$1,284,960(10,805)$(818,142)$(80,578)$1,234,475
Net income———56,690———56,690
Other comprehensive loss, net of tax——————(8,626)(8,626)
Common stock issuance——4,905—812,904—7,809
Retirement Savings Plan stock contributions——1,716—20711—2,427
Exercise of stock options, net of tax withholding forfeitures——(449)—8(181)—(630)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(3,235)—44(2,492)—(5,727)
Share repurchase including excise tax————(387)(50,317)—(50,317)
Share-based compensation——8,010————8,010
Common stock dividends ($0.05 per share)———(1,984)———(1,984)
Balance at September 28, 202550,335$503$858,679$1,339,666(11,039)$(867,517)$(89,204)$1,242,127

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Belden Inc. Stockholders
Additional · AccumulatedOther · Non-controlling
Common Stock · Paid-In · Retained · Treasury Stock · Comprehensive
SharesAmountCapitalEarningsSharesAmountIncome (Loss)InterestsTotal
(In thousands)
Balance at December 31, 202350,335$503$818,663$985,807(9,208)$(597,437)$(41,279)$45$1,166,302
Net income (loss)———37,313———(4)37,309
Other comprehensive income, net of tax——————9,148—9,148
Common stock issuance——477—482,675——3,152
Retirement Savings Plan stock contributions——641—221,187——1,828
Exercise of stock options, net of tax withholding forfeitures——(483)—899——(384)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(10,991)—1383,454——(7,537)
Share repurchase including excise tax————(675)(58,270)——(58,270)
Share-based compensation——6,397—————6,397
Common stock dividends ($0.05 per share)———(2,059)————(2,059)
Balance at March 31, 202450,335$503$814,704$1,021,061(9,667)$(648,292)$(32,131)$41$1,155,886
Net income (loss)———49,044———(10)49,034
Other comprehensive income, net of tax——————6,912—6,912
Retirement Savings Plan stock contributions——1,206—22793——1,999
Exercise of stock options, net of tax withholding forfeitures——(194)—497——(97)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(757)—20665——(92)
Adjustment to share repurchase excise tax—————42——42
Share-based compensation——8,246—————8,246
Common stock dividends ($0.05 per share)———(2,053)————(2,053)
Balance at June 30, 202450,335$503$823,205$1,068,052(9,621)$(646,695)$(25,219)$31$1,219,877
Net income (loss)———53,692———(3)53,689
Other comprehensive loss, net of tax——————(29,934)—(29,934)
Common stock issuance——2,613—883,152——5,765
Retirement Savings Plan stock contributions——940—15527——1,467
Exercise of stock options, net of tax withholding forfeitures——(735)—13(77)——(812)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures——(10)——2——(8)
Share repurchase including excise tax————(181)(20,181)——(20,181)
Share-based compensation——7,436—————7,436
Common stock dividends ($0.05 per share)———(2,060)————(2,060)
Balance at September 29, 202450,335$503$833,449$1,119,684(9,686)$(663,272)$(55,153)$28$1,235,239

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2024:

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 2024 Annual Report on Form 10-K.

Business Description

Belden Inc. (the Company, us, we, or our) is a leading global supplier of complete connection solutions built aroundtwo global

businesses - Smart Infrastructure Solutions and Automation Solutions. We sell our products to distributors, end-users, installers,

and directly to original equipment manufacturers (OEMs). We have manufacturing and other operating facilities in the U.S., Canada, China, India, Mexico, Tunisia, and various countries in Europe.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 30, 2025, the 89th day of our fiscal year 2025. Our fiscal second and third quarters each have 91 days. The nine months ended September 28, 2025 and September 29, 2024 included 271 and 273 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 nine months ended September 28, 2025 and September 29, 2024, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the three or nine months ended September 28, 2025 and September 29, 2024.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of September 28, 2025, we did not have any such cash equivalents on hand. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes.

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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. Historically, these lawsuits have primarily involved 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 material adverse effect on our financial position, results of operations, or cash flow. As of September 28, 2025, we were party to surety bonds, standby letters of credit, and bank guaranties totaling $13.0 million, $9.8 million, and $6.0 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.

Current Year Adoption of Accounting Pronouncements

None of the accounting pronouncements that became effective during 2025 had a material impact to our condensed consolidated financial statements or disclosures.

Pending Adoption of Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) enhancing the transparency and decision usefulness of income tax disclosures. ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-09 are applied on a prospective basis, though retrospective application is permitted. We did not early adopt this pronouncement and are in the process of evaluating its impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions. The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted. Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis.

Note 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.

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Broadband SolutionsAutomation SolutionsSmart Buildings SolutionsTotal Revenues
Three Months Ended September 28, 2025 · (In thousands)
Smart Infrastructure Solutions$166,695$—$150,218$316,913
Automation Solutions—381,308—381,308
Total$166,695$381,308$150,218$698,221
Smart Infrastructure Solutions$174,467$—$145,180$319,647
Automation Solutions—335,279—335,279
Total$174,467$335,279$145,180$654,926
Smart Infrastructure Solutions$468,727$—$428,255$896,982
Automation Solutions—1,098,092—1,098,092
Total$468,727$1,098,092$428,255$1,995,074
Smart Infrastructure Solutions$422,588$—$401,621$824,209
Automation Solutions—970,728—970,728
Total$422,588$970,728$401,621$1,794,937

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

AmericasEMEAAPACTotal Revenues
Three Months Ended September 28, 2025 · (In thousands)
Smart Infrastructure Solutions$251,324$46,045$19,544$316,913
Automation Solutions217,06496,66267,582381,308
Total$468,388$142,707$87,126$698,221
Smart Infrastructure Solutions$243,759$45,480$30,408$319,647
Automation Solutions196,32687,73351,220335,279
Total$440,085$133,213$81,628$654,926
Smart Infrastructure Solutions$709,552$128,348$59,082$896,982
Automation Solutions635,678275,368187,0461,098,092
Total$1,345,230$403,716$246,128$1,995,074
Smart Infrastructure Solutions$610,992$133,547$79,670$824,209
Automation Solutions578,101248,606144,021970,728
Total$1,189,093$382,153$223,691$1,794,937

We generate revenues primarily by selling products and delivering solutions that make the digital journey simpler, smarter, and secure. We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to OEMs. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price and recognized when or as each performance obligation is satisfied. Generally, we determine relative standalone selling price using the prices charged separately to customers on a standalone basis. Typically, payments are due after control transfers.

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Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred to the customer, which generally occurs when the product has been shipped or delivered from our facility to our customers, the customer has legal title to the product, and we have a present right to payment for the product. We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive.

The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. For example, our estimate of price adjustments is based on our historical price adjustments as a percentage of revenues and the average time between the original sale and the issuance of the price adjustment. We adjust our estimate of revenue for variable consideration at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. We adjust other current assets and cost of sales for the estimated level of returns. Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and nine months ended September 28, 2025 and September 29, 2024. The following table presents estimated and accrued variable consideration:

September 28, 2025December 31, 2024
(in thousands)
Accrued rebates included in accrued liabilities$64,723$51,063
Accrued returns included in accrued liabilities10,26415,950
Price adjustments recognized against gross accounts receivable32,36229,100

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 performance obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is recognized when or as the services are performed depending on the terms of the arrangement. Our contract terms for support, maintenance, and professional services typically require payment within one year or less of when the services will be provided. As of September 28, 2025, total deferred revenue was $46.0 million, and of this amount, $35.4 million is expected to be recognized within the next twelve months, and the remaining $10.6 million is long-term and is expected to be recognized over a period greater than twelve months. The following table presents deferred revenue activity during the three and nine months ended September 28, 2025 and September 29, 2024, respectively:

20252024
(In thousands)
Beginning balance at January 1$40,128$31,062
New deferrals13,7356,280
Revenue recognized(10,420)(7,392)
Balance at the end of Q1$43,443$29,950
New deferrals16,22511,058
Revenue recognized(14,062)(11,395)
Balance at the end of Q2$45,606$29,613
New deferrals17,81214,714
Acquisitions—46
Revenue recognized(17,388)(15,240)
Balance at the end of Q3$46,030$29,133

Service-type warra nties represent $15.7 million of the deferred revenue balance at September 28, 2025, and of this amount $7.7 million is expected to be recognized in the next twelve months, and the remaining $8.0 million is long-term and will be recognized over a period greater than twelve months. As of September 28, 2025 and December 31, 2024, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

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We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Capitalized sales commissions as of September 28, 2025 and December 31, 2024 were not material. The following table presents sales commissions that are recorded within selling, general and administrative expenses:

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Sales commissions$7,442$6,865$20,795$18,036

Note 3: Acquisitions

On June 30, 2024, we acquired Precision Optical Technologies (Precision) and accounted for it as a business combination. During the nine months ended September 28, 2025, we received $7.9 million related to an adjustment of the consideration paid. Including this adjustment, the total consideration paid for Precision, net of cash acquired, was $281.7 million and was funded with cash on hand. Precision, based in New York, is a leading supplier of value-added optical transceivers with proprietary software, firmware configurations, and related components. Precision is reported within the Smart Infrastructure Solutions segment.

The following table summarizes the fair values of the assets acquired and liabilities assumed for Precision as of the acquisition date (in thousands):

Receivables$23,928
Inventory7,098
Other current assets1,486
Property, plant and equipment4,737
Intangible assets194,100
Goodwill114,629
Operating lease right-of-use assets2,731
Total assets acquired$348,709
Accounts payable$11,662
Accrued liabilities10,093
Deferred income taxes42,551
Long-term operating lease liabilities2,468
Other long-term liabilities222
Total liabilities assumed$66,996
Net assets$281,713

The fair value of acquired receivables is$23.9 million, which is equivalent to its gross contractual amount. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings. In particular, the valuation of the customer relationships intangible asset was complex and required significant judgment. We used the multi-period excess earnings method under the income approach to measure the customer relationships intangible asset. The key assumptions utilized in the valuation include discount rates, revenue growth rates, and profitability levels of forecasted results. These assumptions are forward-looking and could be affected by future economic and market conditions. For purposes of the above allocation, we based our estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm. We used various valuation methods including lost income, excess earnings, and relief from royalty to estimate the fair value of the identifiable intangible assets (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to the expansion of Belden’s solution selling capabilities, particularly the ability to offer more complete fiber infrastructure solutions. Our tax basis in the acquired goodwill iszero.

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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$24,7005.0
Customer relationships161,90020.0
Trademarks3,0002.5
Non-compete agreements4,5005.0
Total intangible assets subject to amortization$194,100
Intangible assets not subject to amortization:
Goodwill$114,629n/a
Total intangible assets not subject to amortization$114,629
Total intangible assets$308,729
Weighted average amortization period17.5

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

The following table illustrates the unaudited pro forma effect on operating results as if the Precision acquisition had been completed as of January 1, 2023.

Three Months EndedNine Months Ended
September 29, 2024September 29, 2024
(In thousands, except per share data)
(Unaudited)
Revenues$654,926$1,865,778
Net income attributable to Belden stockholders57,021140,744
Diluted income per share attributable to Belden stockholders$1.38$3.40

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

Note 4: Reportable Segments

We are organized aroundtwo global businesses: Smart Infrastructure Solutions and Automation Solutions. Each of the global businesses represents a reportable segment. Our chief operating decision maker is our President and Chief Executive Officer. The key measure of segment profit or loss used by him to review segment operating results is Segment EBITDA. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; adjustments related to acquisitions and divestitures; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation. Segment revenues represent non-affiliate revenues. Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing.

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Operating Segment Information

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Smart Infrastructure Solutions
Segment Revenues$316,913$319,647$896,982$824,209
Affiliate Revenues6537158130
Segment Cost of Sales(217,389)(219,225)(608,224)(570,785)
Segment Selling, General and Administrative Expenses(49,115)(50,792)(149,621)(129,204)
Segment Research and Development Expenses(10,664)(9,220)(32,126)(26,659)
Segment EBITDA$39,810$40,447$107,169$97,691
Segment assets$713,472$686,960$713,472$686,960
Items excluded from segment measures:
Depreciation expense$8,134$6,758$21,634$19,277
Amortization of intangibles8,5748,73825,78619,479
Amortization of software development intangible assets82—100—
Severance, restructuring, and acquisition integration costs4,1904,6196,8948,518
Adjustments related to acquisitions and divestitures—263—263
Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Automation Solutions
Segment Revenues$381,308$335,279$1,098,092$970,728
Affiliate Revenues230155863656
Segment Cost of Sales(204,956)(179,661)(583,721)(516,159)
Segment Selling, General and Administrative Expenses(74,852)(65,989)(221,819)(202,806)
Segment Research and Development Expenses(22,444)(17,965)(62,558)(54,118)
Segment EBITDA$79,286$71,819$230,857$198,301
Segment assets$881,670$772,740$881,670$772,740
Items excluded from segment measures:
Depreciation expense$8,722$7,897$24,772$22,420
Amortization of intangibles5,0625,00014,59515,008
Amortization of software development intangible assets2,9902,6788,5287,855
Severance, restructuring, and acquisition integration costs4,9886446,8214,950
Adjustments related to acquisitions and divestitures11298595894

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Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Total Segments
Segment Revenues$698,221$654,926$1,995,074$1,794,937
Affiliate Revenues2951921,021786
Segment Cost of Sales(422,345)(398,886)(1,191,945)(1,086,944)
Segment Selling, General and Administrative Expenses(123,967)(116,781)(371,440)(332,010)
Segment Research and Development Expenses(33,108)(27,185)(94,684)(80,777)
Segment EBITDA$119,096$112,266$338,026$295,992
Segment assets$1,595,142$1,459,700$1,595,142$1,459,700
Items excluded from segment measures:
Depreciation expense$16,856$14,655$46,406$41,697
Amortization of intangibles13,63613,73840,38134,487
Amortization of software development intangible assets3,0722,6788,6287,855
Severance, restructuring, and acquisition integration costs9,1785,26313,71513,468
Adjustments related to acquisitions and divestitures115615951,157

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

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Total Segment and Consolidated Revenues$698,221$654,926$1,995,074$1,794,937
Total Segment EBITDA$119,096$112,266$338,026$295,992
Depreciation expense(16,856)(14,655)(46,406)(41,697)
Amortization of intangibles(13,636)(13,738)(40,381)(34,487)
Severance, restructuring, and acquisition integration costs (1)(9,178)(5,263)(13,715)(13,468)
Amortization of software development intangible assets(3,072)(2,678)(8,628)(7,855)
Adjustments related to acquisitions and divestitures (2)(11)(561)(595)(1,157)
Eliminations(55)(22)(151)(47)
Consolidated operating income76,28875,349228,150197,281
Interest expense, net(11,562)(10,855)(33,866)(27,454)
Loss related to revolver refinancing(76)—(76)—
Total non-operating pension benefit (cost)(398)286(1,203)747
Consolidated income before taxes$64,252$64,780$193,005$170,574

(1) Includes costs associated with acquisitions and manufacturing footprint actions.

(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets.

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Note 5: Income per Share

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

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Numerator:
Net income$56,690$53,689$169,633$140,032
Less: Net loss attributable to noncontrolling interest—(3)—(17)
Net income attributable to Belden stockholders$56,690$53,692$169,633$140,049
Denominator:
Weighted average shares outstanding, basic39,51640,79839,72840,825
Effect of dilutive common stock equivalents621619596546
Weighted average shares outstanding, diluted40,13741,41740,32441,371

For each of the three and nine months ended September 28, 2025 and September 29, 2024, diluted weighted average shares outstanding did not include outstanding equity awards of 0.1 million because they were anti-dilutive.

In addition, for the three months ended September 28, 2025 and September 29, 2024, diluted weighted average shares outstanding do not include outstanding equity awardsof 0.2 million because the related performance conditions have not been satisfied. For the nine months ended September 28, 2025 and September 29, 2024, diluted weighted average shares outstanding do not include outstanding equity awardsof 0.3 million because the related performance conditions have not been satisfied.

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

We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. Provisions and recoveries are included in selling, general and administrative expenses.

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The following table presents the activity in the trade receivables allowance for doubtful accounts for the three and nine months ended September 28, 2025 and September 29, 2024, respectively:

20252024
(In thousands)
Beginning balance at January 1$25,257$23,114
Current period provision72459
Fx impact143(51)
Recoveries collected(146)(6)
Write-offs(674)(96)
Q1 ending balance$24,652$23,420
Current period provision373688
Fx impact219(44)
Recoveries collected(19)—
Write-offs(106)(5)
Q2 ending balance$25,119$24,059
Current period provision28379
Fx impact12140
Recoveries collected(32)(1)
Write-offs(708)(48)
Q3 ending balance$24,674$24,229

Note 7: Inventories

The following table presents the major classes of inventories as of September 28, 2025 and December 31, 2024, respectively:

September 28, 2025December 31, 2024
(In thousands)
Raw materials$230,031$187,530
Work-in-process49,27040,442
Finished goods189,176186,237
Gross inventories468,477414,209
Excess and obsolete reserves(74,566)(71,110)
Net inventories$393,911$343,099

Note 8: Leases

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and 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 within 1 to 20 years; some of which include extension and termination options. 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. We have a few short-term operating leases with terms less than twelve months - these leases are not recorded on our balance sheet and the overall rent expense is not material.

We also have certain lease contracts that contain both lease and non-lease components. We have elected the practical expedient to account for these components together as a single, combined lease component. The rate implicit in most of our leases is not readily determinable. As a result, we utilize 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.

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Our lease agreements do not contain material residual value guarantees. Our variable lease expense was approximately $0.8 million and $2.4 million for the three and nine months ended September 28, 2025, respectively, and $0.9 million and $2.7 million for the three and nine months ended September 29, 2024, respectively.

The components of lease expense were as follows:

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Operating lease cost$7,195$6,893$21,365$20,686
Finance lease cost
Amortization of right-of-use asset$417$188$1,320$572
Interest on lease liabilities142167346385
Total finance lease cost$559$355$1,666$957

Supplemental cash flow information related to leases was as follows:

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$5,310$4,423$15,740$15,926

Operating cash flows from finance leases were not material during the three and nine months ended September 28, 2025 and September 29, 2024.

Supplemental balance sheet information related to leases was as follows:

September 28, 2025December 31, 2024
(In thousands)
Operating leases:
Total operating lease right-of-use assets$110,798$118,551
Accrued liabilities$20,756$19,437
Long-term operating lease liabilities91,376100,049
Total operating lease liabilities$112,132$119,486
Finance leases:
Other long-lived assets, at cost$13,500$12,257
Accumulated depreciation(3,586)(2,322)
Other long-lived assets, net$9,914$9,935
Accrued liabilities$1,964$1,648
Other long-term liabilities8,3568,845
Total finance lease liabilities$10,320$10,493

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September 28, 2025December 31, 2024
Weighted Average Remaining Lease Term
Operating leases10 years10 years
Finance leases6 years6 years
Weighted Average Discount Rate
Operating leases6.2%6.2%
Finance leases4.9%4.8%

In addition, we guaranteed the lease payments for certain property leases of a former subsidiary with expiration dates extending out to 2035. These lease guarantees were retained by Belden and not transferred to the buyer of the former subsidiary. As of September 28, 2025 and December 31, 2024, the fixed, remaining base rent payments were approximately $19 million and $20 million, respectively. As of September 28, 2025 and December 31, 2024, we had a liability for expected, future payments of $11.1 million and $12.3 million, respectively. The liability is based on certain assumptions that we continually reassess on an ongoing basis. We will update the estimated liability balance for changes in assumptions as needed.

Note 9: Long-Lived Assets

Depreciation and Amortization Expense

We recognized depreciation expense of $16.9 million and $14.7 million in the three months ended September 28, 2025 and September 29, 2024, respectively, and $46.4 million and $41.7 million in the nine months ended September 28, 2025 and September 29, 2024, respectively. We recognized amortization expense of $16.7 million and $16.4 million in the three months ended September 28, 2025 and September 29, 2024, respectively, and $49.0 million and $42.3 million in the nine months ended September 28, 2025 and September 29, 2024, respectively.

Note 10: Long-Term Debt and Other Borrowing Arrangements

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

September 28, 2025December 31, 2024
(In thousands)
Revolving credit agreement due 2030$—$—
Senior subordinated notes:
3.375% Senior subordinated notes due 2027528,255465,795
3.875% Senior subordinated notes due 2028410,865362,285
3.375% Senior subordinated notes due 2031352,170310,530
Total senior subordinated notes1,291,2901,138,610
Less unamortized debt issuance costs(6,857)(8,509)
Long-term debt$1,284,433$1,130,101

Revolving Credit Agreement due 2030

On July 18, 2025, we refinanced our revolving credit facility (the Revolver) extending the maturity date to July 18, 2030 and increasing the borrowing capacity from $300.0 million to $400.0 million. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the United States, Belgium, Canada, Germany, the Netherlands, and United Kingdom. Interest on outstanding borrowings is variable, based upon SOFR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% -1.75%, depending upon our leverage position. Outstanding borrowings in the U.S. and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25% -0.75%, depending on our leverage position. We pay a commitment fee on the total commitments of 0.25%. In the event that we borrow more than 90% of our combined borrowing base or our borrowing base availability is less than $27.0 million, we are subject to a fixed charge coverage ratio covenant. In connection with the refinancing, we recognized a $0.1 million loss for unamortized debt issuance costs associated with creditors no longer participating in the Revolver. When we refinanced the Revolver, we paid approximately $3.2 million of fees, which are being amortized over the remaining term of the Revolver. As of September 28, 2025, we hadno borrowings outstanding on the Revolver, and our available borrowing capacity was $386.1 million.

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Senior Subordinated Notes

We have outstanding €450.0 million aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of September 28, 2025 is $528.3 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.

We have outstanding €350.0 million aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of September 28, 2025 is $410.9 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 2031 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

We have outstanding €300.0 million aggregate principal amount of 3.375% senior subordinated notes due 2031 (the 2031 Notes). The carrying value of the 2031 Notes as of September 28, 2025 is $352.2 million. The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of September 28, 2025 was approximately $1,280.6 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 $1,291.3 million as of September 28, 2025.

Note 11: Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of September 28, 2025,€567.8 million of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investmentin 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 three and nine months ended September 28, 2025, the transaction loss associated with the net investment hedge reported in other comprehensive income was $6.5 million and $79.5 million, respectively. For the three and nine months ended September 29, 2024, the transaction loss associated with the net investment hedge reported in other comprehensive income was $27.7 million and $6.7 million, respectively.

Note 12: Income Taxes

For the three and nine months ended September 28, 2025, we recognized income tax expense of $7.6 million and$23.4 million, respectively, representing effective tax rates of 11.8% and 12.1%, respectively. For thethree and nine months ended September 29, 2024, we recognized income tax expense of $11.1 million and $30.5 million, respectively, representing effective tax rates of 17.1% and 17.9%, respectively.

The effective tax rates were primarily impacted by the release of uncertain tax position reserves related to tax credits, the results of tax audits, and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits. The Organization for Economic Cooperation and Development is actively implementing changes to existing tax laws, including a global minimum tax of 15% which went into effect in 2024. This legislation has not materially impacted our provision for income taxes, but we will continually monitor and evaluate the potential impact on the countries in which we do business in future periods.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, which includes international tax changes, permanent extensions of most expiring Tax Cuts and Jobs Act provisions, and changes in the treatment of research and development and amortization expense deductions. As a result, during the three and nine months ended September 28, 2025, we recorded a corresponding adjustment to deferred taxes and taxes payable. We are still evaluating the impacts of the act on our consolidated financial statements and disclosures.

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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 ObligationsOther Postretirement Obligations
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Three Months Ended
Service cost$870$797$8$10
Interest cost3,9013,723231235
Expected return on plan assets(4,012)(4,147)——
Amortization of prior service cost4046——
Actuarial losses (gains)322(27)(84)(116)
Net periodic benefit cost$1,121$392$155$129
Nine Months Ended
Service cost$2,514$2,284$23$30
Interest cost11,50111,059684708
Expected return on plan assets(11,810)(12,221)——
Amortization of prior service cost116135——
Actuarial losses (gains)962(79)(250)(349)
Net periodic benefit cost$3,283$1,178$457$389

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

The following table summarizes total comprehensive income:

Three Months EndedNine Months Ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
(In thousands)
Net income$56,690$53,689$169,633$140,032
Foreign currency translation adjustments, net of tax(8,838)(29,859)(86,305)(13,653)
Adjustments to pension and postretirement liability, net of tax212(73)633(221)
Total comprehensive income48,06423,75783,961126,158
Less: Comprehensive loss attributable to noncontrolling interests—(3)—(17)
Comprehensive income attributable to Belden$48,064$23,760$83,961$126,175

The tax impacts of the foreign currency translation adjustments and pension liability adjustments in the table above are not material. The accumulated balances related to each component of other comprehensive loss, net of tax, are as follows:

Foreign Currency Translation ComponentPension and Other PostretirementBenefit PlansAccumulated Other Comprehensive Loss
(In thousands)
Balance at December 31, 2024$3,129$(6,661)$(3,532)
Other comprehensive loss attributable to Belden before reclassifications(86,305)—(86,305)
Amounts reclassified from accumulated other comprehensive loss—633633
Net current period other comprehensive loss attributable to Belden(86,305)633(85,672)
Balance at September 28, 2025$(83,176)$(6,028)$(89,204)

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The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the nine months ended September 28, 2025:

Amounts Reclassified from Accumulated Other Comprehensive LossAffected Line Item in the Consolidated Statements of Operations and Comprehensive Income
(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses$712(1)
Prior service cost116(1)
Total before tax828
Tax benefit(195)
Total net of tax$633

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

Note 15: Share Repurchase

We have a share repurchase program which allows us to purchase our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. As of September 28, 2025, we had $190.0 million of authorizations remaining under the program. This share repurchase authorization does not have an expiration date.

During the three months ended September 28, 2025, we repurchased 0.4 million shares of our common stock for an aggregate cost of $50.0 million at an average price per share of $129.24. During the nine months ended September 28, 2025, we repurchased 1.4 million shares of our common stock for an aggregate cost of $150.0 million at an average price per share of $111.06.

During the three months ended September 29, 2024, we repurchased 0.2 million shares of our common stock for an aggregate cost of $20.1 million at an average price per share of $110.84. During the nine months ended September 29, 2024, we repurchased 0.9 million shares of our common stock for an aggregate cost of $78.0 million at an average price per share of $90.98.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.