BELDEN INC.

Previous wording

During 2024, we repurchased 1.3 million shares of our common stock for an aggregate cost of $132.9 million at an average price per share of $100.15. See Note 22.

Current wording

During 2025, we repurchased 1.7 million shares of our common stock for an aggregate cost of $194.6 million at an average price per share of $113.00. See Note 21.

Previous wording

Revenues decreased $94.4 million from 2022 to 2023 due to the following factors:

Current wording

Revenues increased $254.2 million from 2024 to 2025 due to the following factors:

Previous wording

•Lower sales volume resulted in a $108.4 million decrease in revenues.

Current wording

•Higher sales volume resulted in a $154.1 million increase in revenues.

Previous wording

•Currency translation had a $0.4 million unfavorable impact on revenues.

Current wording

•Currency translation had a $13.2 million favorable impact on revenues.

Previous wording

Gross profit increased $38.7 million from 2022 to 2023 primarily due to favorable product mix and pricing. Gross profit margins were robust, expanding 280 basis points from 35.2% to 38.0%.

Current wording

Gross profit increased $109.0 million from 2024 to 2025 primarily due to the changes in revenues discussed above. Gross profit margins were robust, expanding 50 basis points from 37.5% to 38.0%.

Previous wording

Amortization of intangibles increased $2.5 million from 2022 to 2023 primarily due to acquisitions.

Current wording

Amortization of intangibles increased $4.6 million from 2024 to 2025 primarily due to acquisitions, partially offset by certain intangible assets becoming fully amortized.

Previous wording

Income from continuing operations before taxes decreased $57.8 million from 2023 to 2024 primarily due to the decrease in operating income and increase in net interest expense discussed above.

Current wording

Income before taxes decreased $57.8 million from 2023 to 2024 primarily due to the decrease in operating income and increase in net interest expense discussed above.

Previous wording

In 2024, we recognized income tax expense of $29.5 million, representing an effective tax rate of 13.0%. In 2023, we recognized income tax expense of $43.2 million, representing an effective tax rate of 15.1%. The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. In 2022, we recognized income tax expense of $49.6 million, representing an effective tax rate of 15.6%. The 2022 effective tax rate was primarily impacted by foreign tax rate differences, domestic permanent differences, and tax credits primarily associated with our foreign income inclusions. 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. See Note 18.

Current wording

In 2025, we recognized income tax expense of $29.3 million, representing an effective tax rate of 11.0%. The effective tax rate in 2025 was 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. In 2024, we recognized income tax expense of $29.5 million, representing an effective tax rate of 13.0%, and in 2023, we recognized income tax expense of $43.2 million, representing an effective tax rate of 15.1%. The effective tax rates in 2024 and 2023 were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. 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. See Note 17.

Previous wording

(3)In 2023, we sold certain real estate in Canada for $13.8 million, net of transaction costs and recognized a $12.1 million pre-tax gain on sale. In 2022, we sold certain real estate in the United States for $42.2 million, net of transaction costs and recognized a $37.9 million pre-tax gain on sale. See Note 11, Property, Plant, and Equipment, for details.

Current wording

(3)In 2023, we sold certain real estate in Canada for $13.8 million, net of transaction costs and recognized a $12.1 million pre-tax gain on sale. See Note 10, Property, Plant, and Equipment, for details.

Previous wording

Adjusted EBITDA decreased $5.5 million in 2023 from 2022 primarily due to the decrease in revenues discussed above, partially offset by favorable mix. Adjusted EBITDA margins expanded to 17.4% from 17.0% in the year ago period.

Current wording

Adjusted EBITDA increased $48.0 million in 2025 from 2024 primarily due to the increase in revenues as discussed above and favorable mix, partially offset by an increase in strategic investments.

Previous wording

Net cash from investing activities was a use of cash of $426.8 million for 2024 compared to $200.4 million for 2023. Investing activities for 2024 included $296.5 million primarily for the acquisitions of Precision and Voleatech, $129.1 million for capital expenditures, and $1.3 million related to the disposal of a business, partially offset by asset sales of $0.1 million. Investing activities for 2023 included $116.7 million for capital expenditures and $106.7 million primarily for the acquisitions of Sichert and Cloudrail, partially offset by $13.7 million for asset sales and $9.3 million received from the disposals of businesses.

Current wording

Net cash flows used for investing activities totaled $128.2 million for 2025 compared to $426.8 million for 2024. Investing activities for 2025 included $136.2 million for capital expenditures, partially offset by cash from business acquisitions and asset sales of $7.7 million and $0.2 million, respectively. Investing activities for 2024 included $296.5 million primarily for the acquisitions of Precision and Voleatech, $129.1 million for capital expenditures, and $1.3 million related to the disposal of a business, partially offset by asset sales of $0.1 million.

Previous wording

Net cash flows used for financing activities totaled $143.7 million for 2024 compared to $211.9 million for 2023. Financing activities for 2024 included payments under our share repurchase program of $134.3 million, payments related to share based compensation activities of $9.7 million, cash dividend payments of $8.2 million, financing lease payments of $1.1 million, and proceeds from the issuance of common stock of $8.9 million. Financing activities for 2023 included payments under our share repurchase program of $192.1 million, payments related to share based compensation activities of $17.4 million, cash dividend payments of $8.5 million, financing lease payments of $0.4 million, and proceeds from the issuance of common stock of $6.5 million.

Current wording

Net cash flows used for financing activities totaled $217.8 million for 2025 compared to $143.7 million for 2024. Financing activities for 2025 included $195.6 million of payments under our share repurchase program, including excise tax; $50.0 million of payments on our revolving credit facility; $20.8 million of payments related to share based compensation activities; $8.0 million of cash dividend payments; $3.2 million of debt issuance cost payments; and $1.8 million of financing lease payments; partially offset by $50.0 million and $11.6 million of borrowings on our revolving credit facility and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively. Financing activities for 2024 included payments under our share repurchase program of $134.3 million, payments related to share based compensation activities of $9.7 million, cash dividend payments of $8.2 million, financing lease payments of $1.1 million, and proceeds from the issuance of common stock of $8.9 million.

Previous wording

Our cash and cash equivalents balance was $370.3 million as of December 31, 2024. Of this amount, $224.1 millionwas held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. See Note 18, Income Taxes in the accompanying notes to our consolidated financial statements.

Current wording

Our cash and cash equivalents balance was $389.9 million as of December 31, 2025. Of this amount, $234.0 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. See Note 17, Income Taxes in the accompanying notes to our consolidated financial statements.

Previous wording

Our outstanding debt obligations as of December 31, 2024 consisted of $1.1 billion of senior subordinated notes. As of December 31, 2024, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $282.4 million. Additional discussion regarding our various borrowing arrangements is included in Note 16 to the Consolidated Financial Statements.

Current wording

Our outstanding debt obligations as of December 31, 2025 consisted of $1.3 billion of senior subordinated notes. During 2025, we borrowed and repaid $50.0 million on our Revolver at a rate of 5.7%. As of December 31, 2025, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $383.9 million. Additional discussion regarding our various borrowing arrangements is included in Note 15 to the Consolidated Financial Statements.

Previous wording

•Principal payments on long-term debt totaled $1.1 billion, none of which is due in 2025 (see Note 16). Depending on the conditions in the credit markets, we may refinance this debt, or we may use cash from operations, including temporarily accessing our Revolving Credit Agreement, to repay this debt.

Current wording

•Principal payments on long-term debt totaled $1.3 billion, none of which is due in 2026. Depending upon the conditions in the credit markets, we may refinance this debt, or we may use cash from operations, including temporarily accessing our Revolving Credit Agreement, to repay this debt. During 2025, we borrowed and repaid $50.0 million on our Revolver. See Note 15. During January 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), and with the proceeds of this offering, repurchased the full €450.0 million 2027 Notes outstanding in February 2026. See Note 25.

Previous wording

•Interest payments on long-term debt of $171.9 million, of which $44.2 million is due in 2025. See Note 16.

Current wording

•Interest payments on long-term debt of $127.7 million, of which $44.2 million is due in 2026. See Note 15.

Previous wording

•Operating lease obligations of $166.4 million, of which $26.1 million is due in 2025. See Note 12.

Current wording

•Operating lease obligations of $158.0 million, of which $26.3 million is due in 2025. See Note 11.

Previous wording

•Pension and other postemployment obligations of $105.8 million, of which $9.8 million is due in 2025. See Note 19.

Current wording

•Pension and other postemployment obligations of $86.9 million, of which $12.5 million is due in 2026. See Note 18.

Previous wording

•Obligations to purchase goods or services that are enforceable and legally binding of $36.1 million. All of these obligations are due in 2025.

Current wording

•Obligations to purchase goods or services that are enforceable and legally binding of $37.0 million. All of these obligations are due in 2026.

Previous wording

•Standby financial letters of credit, bank guarantees, and surety bonds totaled $22.0 million, of which $13.4 million will expire or mature in 2025. These commitments are generally issued to secure obligations we have for a variety of commercial reasons such as workers compensation self-insurance programs in several states and the importation and exportation of product. We expect to replace most of these when they expire or mature.

Current wording

•Standby financial letters of credit, bank guarantees, and surety bonds totaled $29.9 million, of which $13.9 million will expire or mature in 2026. These commitments are generally issued to secure obligations we have for a variety of commercial reasons such as workers compensation self-insurance programs in several states and the importation and exportation of product. We expect to replace most of these when they expire or mature.

Previous wording

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S. (GAAP). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Current wording

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S. (GAAP). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Our significant accounting policies are discussed in Note 2 of our Consolidated Financial Statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

Previous wording

We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Changes patterns. We make revisions to these estimates in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to further reduce prices and increase customer return authorizations. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to measure the Changes. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material. A 10% change in our sales reserve for such Changes as of December 31,2024 would have affected net income by approximately $2.2 million in 2024.

Current wording

We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Changes patterns. We make revisions to these estimates in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to further reduce prices and increase customer return authorizations. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to measure the Changes. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material. A 10% change in our sales reserve for such Changes as of December 31,2025 would have affected net income by approximately $3.0 million in 2025.

Previous wording

We consider the weight of all available evidence, both positive and negative, in assessing the realizability of the deferred tax assets associated with net operating losses. We consider the reversals of existing taxable temporary differences as well as projections of future taxable income. We consider the future reversals of existing taxable temporary differences to the extent they were of the same character as the temporary differences giving rise to the deferred tax assets. We also consider whether the future reversals of existing taxable temporary differences will occur in the same period and jurisdiction as the temporary differences giving rise to the deferred tax assets. The assumptions utilized to estimate our future taxable income are consistent with those assumptions utilized for purposes of testing goodwill for impairment, as well as with our budgeting and strategic planning processes.

Current wording

We consider the weight of all available evidence, both positive and negative, in assessing the realizability of deferred tax assets. We consider the reversals of existing taxable temporary differences as well as projections of future taxable income. We consider the future reversals of existing taxable temporary differences to the extent they were of the same character as the temporary differences giving rise to the deferred tax assets. We also consider whether the future reversals of existing taxable temporary differences will occur in the same period and jurisdiction as the temporary differences giving rise to the deferred tax assets. The assumptions utilized to estimate our future taxable income are consistent with those assumptions utilized for purposes of testing goodwill for impairment, as well as with our budgeting and strategic planning processes.

Previous wording

We test goodwill annually for impairment at the reporting unit level. A reporting unit is an operating segment, or a business unit one level below an operating segment if discrete financial information for that business is prepared and regularly reviewed by segment management. However, components within an operating segment are aggregated as a single reporting unit if they have similar economic characteristics. We determined that each of our reportable segments (Smart Infrastructure Solutions and Automation Solutions) represents an operating segment. Within those operating segments, we have identified reporting units based on whether there is discrete fina ncial information prepared that is regularly reviewed by segment management. As a result of this evaluation, we have identified three reporting units within Smart Infrastructure Solutions and three reporting units within Automation Solutions for purposes of goodwill impairment testing.

Current wording

We test goodwill annually for impairment at the reporting unit level. A reporting unit is an operating segment, or a business unit one level below an operating segment if discrete financial information for that business is prepared and regularly reviewed by segment management. However, components within an operating segment are aggregated as a single reporting unit if they have similar economic characteristics. We determined that each of our reportable segments (Smart Infrastructure Solutions and Automation Solutions) represents an operating segment. Within those operating segments, we have identified reporting units based on whether there is discrete financial information prepared that is regularly reviewed by segment management. As a result of this evaluation, we have identified three reporting units within Smart Infrastructure Solutions and three reporting units within Automation Solutions for purposes of goodwill impairment testing.

Previous wording

The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a reporting unit. If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting unit, as described in the paragraph below. In 2024, we performed a qualitative assessment over all six of our reporting units.

Current wording

The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a reporting unit. If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting unit, as described in the paragraph below. In 2025, we performed a qualitative assessment over five of our six reporting units.

Previous wording

When we evaluate goodwill for impairment using a quantitative assessment, we compare the fair value of each reporting unit to its carrying value. We determine the fair value using an income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows using growth rates and discount rates that are consistent with current market conditions in our industry. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference. In addition to the income approach, we calculate the fair value of our reporting units under a market approach. The market approach measures the fair value of a reporting unit through analysis of financial multiples of comparable businesses. Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business. The assumptions used to estimate fair values were based on the past performance of the reporting unit as well as the projections incorporated in our strategic plan. Significant assumptions included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending. The discount rate used to estimate fair value was risk adjusted in consideration of the economic conditions in effect at the time of the impairment test. There is inherent risk associated with using an income approach to estimate fair values. If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material. In 2024, we did not perform a quantitative assessment over any reporting units.

Current wording

When we evaluate goodwill for impairment using a quantitative assessment, we compare the fair value of each reporting unit to its carrying value. We determine the fair value using an income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows using growth rates and discount rates that are consistent with current market conditions in our industry. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference. In addition to the income approach, we calculate the fair value of our reporting units under a market approach. The market approach measures the fair value of a reporting unit through analysis of financial multiples of comparable businesses. Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business. The assumptions used to estimate fair values were based on the past performance of the reporting unit as well as the projections incorporated in our strategic plan. Significant assumptions included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending. The discount rate used to estimate fair value was risk adjusted in consideration of the economic conditions in effect at the time of the impairment test. There is inherent risk associated with using an income approach to estimate fair values. If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material. In 2025, we performed a quantitative assessment over one of our reporting units. See Note 12.

Previous wording

As a sensitivity measure, the effect of a 50 basis point decline in the assumed discount rate would have resulted in an increase in the 2024 net periodic benefit cost of less than $0.1 million and an increase in the projected benefit obligations of approximately $16.8 million as of December 31, 2024. A 50 basis point decline in the expected return on plan assets would have resulted in an increase in the 2024 net periodic benefit cost of approximately $1.5 million. Conversely, the effect of a 50 basis point increase in the assumed discount rate would have resulted in an increase in the 2024 net periodic benefit cost of approximately $0.3 million and a decrease in the projected benefit obligation of approximately $15.3 million as of December 31, 2024. A 50 basis point increase in the expected return on plan assets would have resulted in a decrease in the 2024 net periodic benefit cost of approximately $1.5 million.

Current wording

As a sensitivity measure, the effect of a 50 basis point decline in the assumed discount rate would have resulted in a decrease in the 2025 net periodic benefit cost of less than $0.1 million and an increase in the projected benefit obligations of approximately $17.3 million as of December 31, 2025. A 50 basis point decline in the expected return on plan assets would have resulted in an increase in the 2025 net periodic benefit cost of approximately $1.4 million. Conversely, the effect of a 50 basis point increase in the assumed discount rate would have resulted in an decrease in the 2025 net periodic benefit cost of approximately $0.3 million and a decrease in the projected benefit obligation of approximately $15.8 million as of December 31, 2025. A 50 basis point increase in the expected return on plan assets would have resulted in a decrease in the 2025 net periodic benefit cost of approximately $1.4 million.

Previous wording

If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings. See Note 4.

Current wording

If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings.