BELDEN INC.
For the period ended Mar 29, 2026. Filed Apr 30, 2026.
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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.
Mar 29, 2026 · Filed Apr 30, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-28; filed 2025-10-30.
0000913142-25-000033
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-29; filed 2026-04-30.
0000913142-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 76 previous paragraphs and 73 current paragraphs.
39 unchanged; 21 reworded; 12 added; 16 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Tariffs
Current report
In February 2026, the U.S. Supreme Court issued a ruling addressing the validity of certain tariffs implemented under the International Emergency Economic Powers Act (“IEEPA”). In March 2026, the U.S. Court of International Trade Court issued an additional ruling stating importers that paid tariffs under IEEPA are due refunds. While we have paid tariffs on certain imported products and materials that were subject to these IEEPA‑based duties, the nature, timing, and extent of any refunds are uncertain as of the date of this filing.
Current report
Realignment of Organization Structure
Current report
Effective January 1, 2026, we realigned our organizational structure, moving to a unified functional operating model designed to accelerate our solutions-first strategy, enhance operational agility, and capitalize on the increasing convergence of IT and OT. As a result of this organizational structure realignment, we are now a single reportable segment entity that is managed on a consolidated basis. Our chief operating decision maker is our President and Chief Executive Officer. He regularly reviews operating results and allocates resources on a consolidated basis. This new organizational structure enables us to drive our solutions transformation within key verticals, leveraging our combined offerings to solve customers' most pressing problems. See Note 1.
Current report
Senior Subordinated Notes Issuance and Redemption
Current report
Duringthe three months ended March 29, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), which are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2033 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028, and interest is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2026. With the proceeds from this offering, we repurchased the 2027 Notes for cash consideration of €450.0 million ($535.9 million), and recognized a $1.3 million loss on debt extinguishment for the write-off of unamortized debt issuance costs. See Note 8.
Current report
Acquisitions
Current report
On April 29, 2026, in our fiscal second quarter, we entered into a definitive agreement to acquire Ruckus for approximately $1.846 billion, which we expect to fund through additional debt. Ruckus, based in California, provides wireless networks for enterprises and service providers. The acquisition of Ruckus is expected to close in the second half of 2026. See Note 14.
Current report
Net interest expense increased $3.4 million in the three months ended March 29, 2026 due to the debt refinancing in 2026 and currency translation. During the three months ended March 29, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes (the 2033 Notes) and repurchased the 3.375% Senior Subordinated Notes (the 2027 Notes) for cash consideration of €450.0 million. See Note 8.
Current report
We incurred a loss on debt extinguishment of $1.3 million in the three months ended March 29, 2026 due to the write-off of unamortized debt issuance costs associated with the 2027 Notes repurchased for cash consideration of €450.0 million ($535.9 million) during the quarter. See Note 8.
Current report
The increase in effective tax rate for the three months ended March 29, 2026 compared with the effective tax rate for the three months ended March 30, 2025 is mainly due to the tax benefit related to the impact of audit settlements for the three months ended March 31, 2025.
Current report
Net cash used for operating activities was $18.7 million in the three months ended March 29, 2026 compared to a source of cash of $7.4 million in the year ago period. Operating cash flows decreased $26.1 million compared to the year ago period due to unfavorable changes in operating assets and liabilities. Growth in receivables contributed to higher cash usage in 2026 as compared to 2025 due to the increase in days sales outstanding from 60 days in Q1 2025 to 63 days in Q1 2026.
Removed paragraphs (16)
Previous report
Belden Inc. (the Company, us, we, or our) is a leading global supplier of complete connection solutions built around two global businesses - Smart Infrastructure Solutions and Automation Solutions.
Previous report
Revolver Refinancing
Previous report
Duringthe three months ended September 28, 2025, we refinanced the Revolver extending the maturity date to July 18, 2030 and increasing the borrowing capacity from $300.0 million to $400.0 million. We recognized a loss of $0.1 million when we refinanced the Revolver and paid approximately $3.2 million of fees, which are being amortized over the remaining term of the Revolver. See Note 10.
Previous report
During the nine months ended September 28, 2025:
Previous report
•Acquisitions had a $0.4 million and $54.6 million favorable impact on revenues, respectively.
Previous report
•Divestitures had a $2.0 million and $2.0 million unfavorable impact on revenues, respectively.
Previous report
Net interest expense increased $0.7 million and $6.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 due to fluctuations in interest income and foreign currency translation.
Previous report
Segment Results of Operations
Previous report
For additional information regarding our segment measures, see Note 4 to the Condensed Consolidated Financial Statements.
Previous report
Smart Infrastructure Solutions
Previous report
Smart Infrastructure Solutions revenues decreased $2.7 million and increased $72.8 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024. The decrease in revenues in the three months ended September 28, 2025 was primarily due to a decline in volume and a divestiture of $4.1 million and $2.0 million, respectively, partially offset by favorable currency translation and higher copper pass-through pricing of $1.7 million and $1.7 million, respectively. The increase in revenues in the nine months ended September 28, 2025 was primarily due to acquisitions, increases in volume, higher copper pass-through pricing, and favorable currency translation of $51.4 million, $15.7 million, $5.5 million, and $0.2 million, respectively.
Previous report
Smart Infrastructure Solutions EBITDA decreased $0.6 million and increased $9.5 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in revenues discussed above.
Previous report
Automation Solutions
Previous report
Automation Solutions revenues increased $46.0 million and $127.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024. The increase in revenues in the three months ended September 28, 2025 was primarily due to increases in volume, higher copper pass-through pricing, favorable currency translation, and acquisitions of $32.5 million, $8.0 million, $5.1 million, and $0.4 million, respectively. The increase in revenues in the nine months ended September 28, 2025 was primarily due to increases in volume, higher copper pass-through pricing, favorable currency translation, and acquisitions of $104.2 million, $17.6 million, $4.3 million, and $1.3 million, respectively.
Previous report
Automation Solutions EBITDA increased $7.5 million and $32.6 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily as a result of the increase in revenues discussed above, partially offset by an increase in strategic investments.
Previous report
Net cash provided by operating activities increased to $194.5 million in the nine months ended September 28, 2025 from $177.4 million in the year ago period due to an increase in earnings, partially offset by unfavorable changes in operating assets and liabilities.
Reworded paragraphs (21)
Previous wording
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, Mexican peso, Australian dollar, British pound, Indian rupee and Swiss franc. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. Approximately 43% of our consolidated revenues during the quarter ended September 28, 2025 were to customers outside of the U.S.
Current wording
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, Mexican peso, Australian dollar, British pound, Indian rupee and Swiss franc. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. Approximately 41% of our consolidated revenues during the quarter ended March 29, 2026 were to customers outside of the U.S.
Previous wording
During 2025, there has been significant volatility in previously stable global trade agreements. Sharp and sudden increases in tariff rates have the potential to increase the input costs for our products and impact our ability to compete in certain jurisdictions. We closely monitor the global trade landscape and take appropriate measures in our supply chain and pricing strategies to mitigate the impact of increased tariffs.
Current wording
During periods of significant volatility in global trade agreements, sharp and sudden increases in tariff rates have the potential to increase the input costs for our products and impact our ability to compete in certain jurisdictions. We closely monitor the global trade landscape and take appropriate measures in our supply chain and pricing strategies to mitigate the impact of increased tariffs.
Previous wording
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. See Note 15.
Current wording
During the three months ended March 29, 2026, we repurchased 0.3 million shares of our common stock for an aggregate cost of $30.4 million at an average price per share of $117.05. See Note 13.
Previous wording
Revenues increased $43.3 million and $200.1 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 due to the following factors:
Current wording
Revenues increased $71.5 million in the three months ended March 29, 2026 from the comparable period of 2025 due to the following factors:
Previous wording
•Higher sales volume contributed $28.4 million and $119.9 million in revenues, respectively.
Current wording
•Higher sales volume contributed $42.4 million in revenues.
Previous wording
•Copper pass-through pricing had a $9.7 million and $23.1 million favorable impact on revenues, respectively.
Current wording
•Copper pass-through pricing had a $15.4 million favorable impact on revenues.
Previous wording
•Currency translation had a $6.8 million and $4.5 million favorable impact on revenues, respectively.
Current wording
•Currency translation had a $13.7 million favorable impact on revenues.
Previous wording
Gross profit increased $19.2 million and $95.2 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above. Gross profit margins were robust, expanding 40 basis points and 100 basis points from 37.3% to 37.7% and 37.5% to 38.5%, respectively.
Current wording
Gross profit increased $12.2 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increases in revenues discussed above.
Previous wording
Selling, general and administrative expenses increased $12.4 million and $45.6 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to expenses from the operations of companies acquired in 2024 and strategic investments.
Current wording
Selling, general and administrative expenses increased $7.1 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to higher selling expenses consistent with the increase in revenues, currency translation, and strategic investments.
Previous wording
Research and development expenses increased $5.9 million and $12.8 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to strategic investments.
Current wording
Research and development expenses increased $1.7 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to strategic investments.
Previous wording
Amortization of intangibles decreased $0.1 million and increased $5.9 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to certain intangible assets becoming fully amortized and acquisitions, respectively.
Current wording
Amortization of intangibles decreased $1.9 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to certain intangible assets becoming fully amortized.
Previous wording
Operating income increased $0.9 million and $30.9 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increase in revenues, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.
Current wording
Operating income increased $5.3 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increase in revenues, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.
Previous wording
Income before taxes decreased $0.5 million and increased $22.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in operating income and interest expense discussed above.
Current wording
Income before taxes increased $0.7 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the changes in operating income and interest expense discussed above.
Previous wording
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. The effective tax rates for both periods 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. On July 4, 2025, the 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 potential impacts of the act on our consolidated financial statements and disclosures. See Note 12.
Current wording
For the three months ended March 29, 2026, we recognized income tax expense of $11.7 million representing an effective tax rate of 18.7%. The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits. 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. We have included the impact of international tax changes effective from January 1, 2026 and continue to evaluate the impact of the act on our consolidated financial statements and disclosures.
Previous wording
Adjusted EBITDA increased $6.1 million and $40.0 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above and favorable mix, partially offset by an increase in strategic investments.
Current wording
Adjusted EBITDA increased $14.1 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increase in revenues discussed above, partially offset by an increase in operating expenses. Accordingly, Adjusted EBITDA margins expanded 40 basis points to 17.0%.
Previous wording
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; acquisition-related expenses, such as the adjustment of acquired inventory to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and assets; amortization of intangible assets; gains (losses) related to revolver refinancing; certain 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.
Current wording
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; acquisition-related expenses, such as the adjustment of acquired inventory to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and assets; amortization of intangible assets; gains (losses) related to revolver refinancing; loss on debt extinguishment; certain 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.
Previous wording
(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets.
Current wording
(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets and a non-recurring gain related to an equity method investment.
Previous wording
Net cash used for investing activities totaled $89.1 million in the nine months ended September 28, 2025 compared to $366.2 million in the year ago period. Investing activities for the nine months ended September 28, 2025 included capital expenditures of $97.0 million, partially offset by cash from business acquisitions and asset sales of $7.7 million and $0.2 million, respectively. Investing activities for the nine months ended September 29, 2024 included cash from business acquisitions of $295.5 million and capital expenditures of $70.8 million, partially offset by asset sales of $0.1 million. The increase in capital expenditures is attributable to our continued investment in capitalized software and the expansion of manufacturing facilities.
Current wording
Net cash used for investing activities totaled $44.4 million in the three months ended March 29, 2026 compared to $24.2 million in the year ago period. Investing activities for the three months ended March 29, 2026 included capital expenditures of $44.4 million. Investing activities for the three months ended March 30, 2025 included capital expenditures of $32.2 million, partially offset by cash from business acquisitions and asset sales of $7.9 million and $0.1 million, respectively.
Previous wording
Net cash used for financing activities totaled $170.4 million for the nine months ended September 28, 2025 compared to $84.8 million in the year ago period. Financing activities for the nine months ended September 28, 2025 included $151.0 million of payments under our share repurchase program, including excise tax; $50.0 million of payments on our revolving credit facility; $20.5 million of payments related to share based compensation activities; $6.0 million of cash dividend payments; $3.2 million of debt issuance cost payments; and $1.3 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 the nine months ended September 29, 2024 included $77.9 million of payments under our share repurchase program, $8.9 million of payments related to share based compensation activities, $6.2 million of cash dividend payments, and $0.7 million of financing lease payments, partially offset by $8.9 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan.
Current wording
Net cash used for financing activities totaled $53.1 million for the three months ended March 29, 2026 compared to $96.8 million in the year ago period. Financing activities for the three months ended March 29, 2026 included $535.9 million of payments under borrowing arrangements, $30.4 million of payments under our share repurchase program, $17.7 million of payments related to share based compensation activities, $8.6 million of debt issuance cost payments, $2.0 million of cash dividend payments, and $0.5 million of financing lease payments, partially offset by $537.3 million and $4.7 million of borrowings under credit arrangements and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively. Financing activities for the three months ended March 30, 2025 included payments under our share repurchase program of $84.5 million, payments related to share based compensation activities of $13.7 million, cash dividend payments of $2.0 million, financing lease payments of $0.4 million, and proceeds from the issuance of common stock of $3.8 million.
Previous wording
Our cash and cash equivalents balance was $314.3 million as of September 28, 2025. Of the total cash balance, $204.2 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 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.
Current wording
Our cash and cash equivalents balance was $272.2 million as of March 29, 2026. Of the total cash balance, $191.7 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 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.
Previous wording
Our outstanding debt obligations as of September 28, 2025 consisted of $1,291.3 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 10 to the Condensed Consolidated Financial Statements.
Current wording
Our outstanding debt obligations as of March 29, 2026 consisted of $1,273.3 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 8 to the Condensed Consolidated Financial Statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the three months ended March 29, 2026: