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What changed in BELDEN INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BELDEN INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+206 added−223 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-13)

Top changes in BELDEN INC.'s 2025 10-K

206 paragraphs added · 223 removed · 178 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

49 edited+9 added−20 removed43 unchanged
Biggest changeName Age Position Ashish Chand 50 President and Chief Executive Officer Brian Anderson 50 Senior Vice President, Legal, General Counsel and Corporate Secretary Brian Lieser 59 Executive Vice President, Automation Solutions Hiran Bhadra 51 Senior Vice President, Strategy and Technology Jeremy Parks 49 Senior Vice President, Finance, and Chief Financial Officer Leah Tate 48 Senior Vice President, Human Resources Jay Wirts 54 Executive Vice President, Smart Infrastructure Solutions Doug Zink 49 Vice President and Chief Accounting Officer Ashish Chand was appointed President and Chief Executive Officer in February 2023.
Biggest changeName Age Position Ashish Chand 51 President and Chief Executive Officer Brian Anderson 51 Executive Vice President and Chief Legal and Risk Officer Hiran Bhadra 52 Executive Vice President and Chief Innovation Officer Brad Dineley 54 Executive Vice President and Chief Digital and Operations Officer Brian Lieser 60 Executive Vice President and Chief Commercial Officer Jeremy Parks 50 Executive Vice President and Chief Financial Officer Leah Tate 49 Executive Vice President and Chief People and Strategy Officer Doug Zink 50 Vice President and Chief Accounting Officer Ashish Chand was appointed President and Chief Executive Officer in February 2023.
We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 8
The results of Voleatech, CloudRail, NetModule, and Macmon have been included in our Consolidated Financial Statements from their respective acquisition dates and are reported within the Automation Solutions segment. For more information regarding our most recent transactions, see Note 4 to the Consolidated Financial Statements. Customers We sell to distributors, OEMs, installers, and end-users.
The results of Voleatech and CloudRail have been included in our Consolidated Financial Statements from their respective acquisition dates and are reported within the Automation Solutions segment. For more information regarding our most recent transactions, see Note 4 to the Consolidated Financial Statements. Customers We sell to distributors, OEMs, installers, and end-users.
Financial information about our segments appears in Note 6 to the Consolidated Financial Statements. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers (OEMs). Belden Inc. is a Delaware corporation incorporated in 1988, but the Company’s roots date back to its founding by Joseph Belden in 1902.
Financial information about our segments appears in Note 5 to the Consolidated Financial Statements. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers (OEMs). Belden Inc. is a Delaware corporation incorporated in 1988, but the Company’s roots date back to its founding by Joseph Belden in 1902.
We do this through our Belden Values, which guide how we operate each and every day. Additionally, we support our Employee Resource Groups (ERGs) focused on women, young professionals, and diverse abilities. Our ERGs provide support for our employees around 4 pillars: Learning and Development, Professional Networking, Community Engagement, and Business Solutions.
We do this through our Belden Values, which guide how we operate each and every day. Additionally, we support our Employee Resource Groups (ERGs) focused on women, young professionals, global cultures and diverse abilities. Our ERGs provide support for our employees around 4 pillars: Learning and Development, Professional Networking, Community Engagement, and Business Solutions.
For the year ended December 31, 2024 , sales to our largest distributor represented approximately 14% of our consolidated revenues. No other customer accounted for more than 10% of our revenues in 2024. We have supply agreements with distributors and OEM customers.
For the year ended December 31, 2025 , sales to our largest distributor represented approximately 14% of our consolidated revenues. No other customer accounted for more than 10% of our revenues in 2025. We have supply agreements with distributors and OEM customers.
Employee Growth and Development We believe in the potential of our employees and the importance of providing career development opportunities within our Company for those who wish to learn and grow with us. We invest in talent by promoting based on merit, with 86% of our top 170 positions being filled with people that have been promoted from within.
Employee Growth and Development We believe in the potential of our employees and the importance of providing career development opportunities within our Company for those who wish to learn and grow with us. We invest in talent by promoting based on merit, with 85% of our top 185 positions being filled with people that have been promoted from within.
Smart Infrastructure Solutions provides true end-to-end fiber and copper network systems, which are used in applications such as local area networks, data centers, access control, 5G, Fiber to the Home and building automation. Our high-performance solutions support all networking protocols up to and including 100G+ Ethernet technologies.
Smart Infrastructure Solutions provides true end-to-end fiber and copper network systems, which are used in applications such as local area networks, data centers, access control, 5G, Fiber to the Home, commercial audio/video, security and building automation. Our high-performance solutions support all networking protocols up to and including 100G+ Ethernet technologies.
We will provide upon written request and without charge a printed copy of our Annual Report on Form 10-K. To obtain such a copy, please write to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15 th Floor, St.
We will provide upon written request and without 6 charge a printed copy of our Annual Report on Form 10-K. To obtain such a copy, please write to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15 th Floor, St. Louis, MO 63105.
While the adoption of this technology is at a more advanced stage in certain regions of the world, we believe that the trend will globalize. Smart Infrastructure Solutions R&D efforts are aligned to the secular trends in our markets for increased communication at faster speeds of transmission. This phenomenon is visible across all of our markets.
While the adoption of this technology is at a more advanced stage in certain regions of the world, we believe that the technology will continue to grow globally. Smart Infrastructure Solutions R&D efforts are aligned to the secular trends in our markets for increased communication at faster speeds of transmission. This phenomenon is visible across all of our markets.
Once again, we are recognized as a Great Place to Work® in various global locations, including Belgium, Canada, China, Denmark, France, Germany, Hong Kong, Hungary, India, Italy, Mexico, Netherlands, Singapore, Spain, Tunisia, United Arab Emirates, United Kingdom, and United States – a testament of Belden’s commitment to our employees.
Once again, we are recognized as a Great Place to Work® in various global locations, including Belgium, Canada, China, Denmark, France, Germany, Hong Kong, Hungary, India, Italy, Malaysia, Mexico, Saudi Arabia, Singapore, Spain, Switzerland, Tunisia, United Arab Emirates, United Kingdom, and United States – a testament of Belden’s commitment to our employees.
Employee Well-Being and Engagement To ensure we are working towards the betterment of our employees’ well-being, we conduct an annual employee engagement survey via Great Place to Work, for which we saw a 78% participation rate in 2024.
Employee Well-Being and Engagement To ensure we are working towards the betterment of our employees’ well-being, we conduct an annual employee engagement survey via Great Place to Work, for which we saw a 80% participation rate in 2025.
Within Automation Solutions, we are uniquely positioned to support digital transformation by providing end-to-end digitization infrastructure focused on robust network infrastructure, secure remote access, accelerated convergence of information technology systems with operational technology (IT/OT), and edge and data analytics. Segments We operate our business under two segments – Smart Infrastructure Solutions and Automation Solutions.
Within Automation Solutions, we are uniquely positioned to support digital transformation by providing end-to-end digitization infrastructure focused on robust network infrastructure, secure remote access, accelerated convergence of information technology systems with operational technology (IT/OT), and edge and data analytics. Segments As of December 31, 2025, we operated our business under two segments – Smart Infrastructure Solutions and Automation Solutions.
The Be Well program that formally launched in the United States now encompasses our entire operational footprint to support our workforce’s physical, emotional, social, and financial well-being with 60% of our workforce participating.
The Be Well program formally launched in the United States in 2022 now encompasses our entire operational footprint to support our workforce’s physical, emotional, social, and financial well-being with 65% of our workforce participating.
The chart below illustrates the high and low spot prices per pound of copper over the last three years. 2024 2023 2022 Copper spot prices per pound High $ 5.12 $ 4.27 $ 4.93 Low 3.69 3.54 3.21 Prices for materials such as PVC and other plastics derived from petrochemical feedstocks have also fluctuated.
The chart below illustrates the high and low spot prices per pound of copper over the last three years. 2025 2024 2023 Copper spot prices per pound High $ 5.80 $ 5.12 $ 4.27 Low 3.99 3.69 3.54 Prices for materials such as PVC and other plastics derived from petrochemical feedstocks have also fluctuated.
Prior to that, she served as the Vice President, Human Resources for the Company’s Automation platform as well as in other roles in the human resources organization. Prior to joining Belden, Ms. Tate held human resource roles in the Pulte Group and Ingersoll Rand. Ms.
Prior to that, she served as Senior Vice President, Human Resources from March 2022 to February 2026 and the Vice President, Human Resources for the Company’s Automation platform as well as in other roles in the human resources organization. Prior to joining Belden, Ms. Tate held human resource roles in the Pulte Group and Ingersoll Rand. Ms.
Moreover, our Early Career Leadership Program, allows for us to recruit and retain high-caliber candidates at an early stage. In 2024, we had 25 graduates of Launch globally. Additionally, we extend offers to high performing interns from our formal internship program to join Launch.
Moreover, our Launch Program (previously referred to as Early Career Leadership Program), allows for us to recruit and retain high-caliber candidates at an early stage. In 2025, we had 19 graduates of Launch globally. Additionally, we extend offers to high performing interns from our formal internship program to join Launch.
Our backlog consists of product orders for which we have received a customer purchase order or purchase commitment and which have not yet been shipped. As of December 31, 2024 and 20 23, our backlog was $509.7 million and $539.6 million, respectively.
Our backlog consists of product orders for which we have received a customer purchase order or purchase commitment and which have not yet been shipped. As of December 31, 2025 and 20 24, our backlog was $567.7 million and $509.7 million, respectively.
Voluntary turnover of management and professional staff remained low at 5% while the overall company Lost Time Incident Rate (LTIR) and Total Recordable Incident Rate (TRIR) were 0.21 and 0.45, respectively.
Voluntary turnover of management and professional staff remained low at 4% while the overall company Lost Time Incident Rate (LTIR) and Total Recordable Incident Rate (TRIR) were 0.37 and 0.48, respectively.
Almost all of the backlog at December 31, 2024 is scheduled to ship in 2025. 5 Environmental Matters We are subject to numerous federal, state, provincial, local, and foreign laws and regulations relating to the storage, handling, emission, and discharge of materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act; the Clean Water Act; the Clean Air Act; the Emergency Planning and Community Right-To-Know Act; the Resource Conservation and Recovery Act; and similar laws in the other countries in which we operate.
We are subject to numerous federal, state, provincial, local, and foreign laws and regulations relating to the storage, handling, emission, and discharge of materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act; the Clean Water Act; the Clean Air Act; the Emergency Planning and Community Right-To-Know Act; the Resource Conservation and Recovery Act; and similar laws in the other countries in which we operate.
Individuals of ethnically diverse backgrounds make up 27% of our U.S. workforce and 30% of our Board of Directors. Workplace Culture At Belden, we are dedicated to creating a workplace culture for our employees that allows them to thrive. This includes providing a work environment where all employees can Belong. Believe. Be You.
Individuals of ethnically diverse backgrounds make up 28% of our U.S. workforce and 30% of our Board of Directors. Workplace Culture At Belden, we are dedicated to creating a workplace culture for our employees that allows them to thrive. This includes providing a work environment focused on collaboration, continuous learning and a culture of innovation.
Our research and development has a strong focus on improving the performance of fiber optic technology, making it easier to handle and install and more robust for technicians and end users, leading to networks that can be deployed more quickly, with higher performance and reliability.
We anticipate the need to develop the ability to customize networks in the various systems in close collaboration with our partners to advise our mutual end customers. 4 Our research and development has a strong focus on improving the performance of fiber optic technology, making it easier to handle and install and more robust for technicians and end users, leading to networks that can be deployed more quickly, with higher performance and reliability.
As of December 31, 2024, our global team members totaled approximately 7,500 employees of which 26% are in the United States, 4% in Canada, 12% in China, 7% in India, 22% in Mexico, and 29% in the EMEA region. Women represent 37% of our workforce, 25% of the senior management, and 44% of our Board of Directors.
As of December 31, 2025, our global team members totaled approximately 8,000 employees of which 26% are in the United States, 3% in Canada, 10% in China, 4% in India, 25% in Mexico, and 30% in the EMEA region. Women represent 39% of our workforce, 26% of the senior management, and 40% of our Board of Directors.
The product portfolio is designed to support Internet Protocol convergence, the increased use of wireless communications, and cloud-based data centers by our customers. 2 Automation Solutions The Automation Solutions segment at Belden provides network infrastructure and digitization solutions to enable our customers to make data-based business decisions.
The product portfolio is designed to support Internet Protocol convergence, the increased use of wireless communications, and cloud-based data centers by our customers. Automation Solutions The Automation Solutions segment at Belden provides digitization and automation solutions as building blocks to enable IT/OT convergence, including physical AI, in demanding vertical markets. This enables our customers to make data-based business decisions.
Chand holds a BA in Economics from Loyola College, Chennai, India, an MBA from XLRI Jamshedpur, India, and a Doctorate of Business Administration from the City University of Hong Kong. Brian Anderson was appointed Senior Vice President, Le gal, General Counsel and Corporate Secretary in April 2015.
Chand holds a BA in Economics from Loyola College, Chennai, India, an MBA from XLRI Jamshedpur, India, and a Doctorate of Business Administration from the City University of Hong Kong. Brian Anderson was appointed Executive Vice President and Chief Legal and Risk Officer in February 2026.
Parks has a B.A. and M.A. in economics from State University of New York – Buffalo, and an M.B.A from Xavier University. Leah Tate was appointed Senior Vice President, Human Resources in March 2022.
Parks has a B.A. and M.A. in economics from State University of New York – Buffalo, and an MBA from Xavier University. Leah Tate was appointed Executive Vice President and Chief People and Strategy Officer in February 2026.
Most recently, i n September 2024, we acquired Voleatech GmbH (Voleatech) which is known for its VT AIR Next Gen Firewall and will expand Belden's Firewall product portfolio and overall planning of security in OT networking.
I n September 2024, we acquired Voleatech GmbH (Voleatech) which is known for its VT AIR Next Gen Firewall and will expand Belden's Firewall product portfolio and overall planning of security in OT networking. I n June 2024, we acquired Precision Optical Technologies (Precision), a leading supplier of value-added optical transceivers with proprietary software, firmware configurations, and related components.
Prior to that, he served as Vice President of Global Products of Automation Solutions where he was responsible for product strategy, roadmap, and development as well as domestic and international growth, particularly within Asia and Europe. Mr. Lieser joined the Company in 2009 and has assumed positions of increasing responsibility primarily within the Automation Solutions segment. Previously, Mr.
Prior to that, he served as Executive Vice President, Automation Solutions from February 2023 to February 2026 and Vice President of Global Products of Automation Solutions where he was responsible for product strategy, roadmap, and development as well as domestic and international growth, particularly within Asia and Europe. Mr.
We believe that our relationships with our customers and distributors are good and that they are loyal to Belden products as a result of our reputation, the breadth of our product portfolio, the quality and performance characteristics of our products, and our customer service and technical support, among other reasons. 3 International Operations In addition to manufacturing facilities in the United States (U.S.), we have manufacturing and other operating facilities in Canada, China, India, Mexico, and Tunisia, as well as various countries in Europe .
We believe that our relationships with our customers and distributors are good and that they are loyal to Belden products as a result of our reputation, the breadth of our product portfolio, the quality and performance characteristics of our products, and our customer service and technical support, among other reasons.
Our R&D efforts are focused on the development of fiber connectivity and 5G solutions that support the investment plans of the broadband service providers. 4 The ability to integrate across the multitude of applications within service providers and on-premise networks requires a deep understanding of the unique challenges posed by heavier and faster transmission of data.
The ability to integrate across the multitude of applications within service providers and on-premise networks requires a deep understanding of the unique challenges posed by heavier and faster transmission of data.
The principal competitive factor in our markets is the ability to solve customer problems based on product features, quality, availability, price, customer support, and distribution coverage. The relative importance of each of these factors varies depending on the customer. Some products are manufactured to meet published industry specifications and are less differentiated on the basis of product characteristics.
The relative importance of each of these factors varies depending on the customer. Some products are manufactured to meet published industry specifications and are less differentiated on the basis of product characteristics.
Prior to that, he served as Corporate Attorney for the Company from May 2008 through March 2015. Prior to joining Belden, Mr. Anderson was in private practice at the law firm Lewis Rice in St. Louis. Mr. Anderson has a B.S.B. degree in Accounting and an M.B.A. from Eastern Illinois University and holds a J.D. from Washington University in St.
Prior to that, he served as Senior Vice President, Legal, General Counsel and Corporate Secretary for the Company from April 2015 to February 2026 and Corporate Attorney for the Company from May 2008 through March 2015. Prior to joining Belden, Mr. Anderson was in private practice at the law firm Lewis Rice in St. Louis. Mr.
Under the leadership of our Senior Vice President-Legal, General Counsel and Corporate Secretary, our sustainability Steering Committee is responsible for implementation of our strategy and comprises cross-functional members of the organization. This Committee meets regularly to discuss strategy and progress towards our goals.
Under the leadership of our Executive Vice President and Chief Legal and Risk Officer, our Sustainability Steering Committee is responsible for implementation of our strategy and comprises cross-functional members of the organization.
We are committed to leaving the world better than we found it. We are dedicated to continuously improving our global impact through visible and measurable progress. Our sustainability strategy is overseen by our Board of Directors through the Nominating and Corporate Governance Committee.
Almost all of the backlog at December 31, 2025 is scheduled to ship in 2026. 5 Environmental Sustainability At Belden, we are dedicated to continuously improving our global impact through visible and measurable progress. Our sustainability strategy is overseen by our Board of Directors through the Nominating and Corporate Governance Committee.
During 2024, approximately 43% of Belden’s sales were to customers outside the U.S. Our primary channels to international markets include both distributors and direct sales to end users and OEMs. Financial information for Belden by country is shown in Note 6 to the Co nsolidated Financial Statements.
Our primary channels to international markets include both distributors and direct sales to end users and OEMs. Financial information for Belden by country is shown in Note 6 to the Co nsolidated Financial Statements. Competition The markets in which we operate can be generally categorized as highly competitive with many players.
Louis School of Law. Hiran Bhadra was appointed Senior Vice President, Strategy and Technology in May 2024. Prior to that, he served as Senior Vice President, Strategy from the time he joined Belden in 2022. Prior to joining Belden, Mr. Bhadra worked as a management consultant in leadership positions at Accenture and KPMG. Mr.
Hiran Bhadra was appointed Executive Vice President and Chief Innovation Officer in February 2026. Senior Vice President, Strategy and Technology in May 2024. Prior to that, he served as Senior Vice President, Strategy and Technology from May 2024 to February 2026 and Senior Vice President, Strategy from the time he joined Belden in 2022 through May 2024.
A synopsis of the segments is included below: Smart Infrastructure Solutions The Smart Infrastructure Solutions segment is a leading provider in network infrastructure and broadband solutions, as well as cabling and connectivity solutions for commercial audio/video and security applications. Our priority vertical markets for our Smart Buildings Solutions include data centers, government, healthcare, and hospitality.
A discussion of the segments is included below. In 2026, we are realigning our organizational structure, moving to a unified functional operating model. See Note 25. Smart Infrastructure Solutions The Smart Infrastructure Solutions segment is a leading provider in network infrastructure and broadband solutions. Our priority vertical markets for our Smart Buildings Solutions include data centers, government, healthcare, and hospitality.
Our global team of engineers and consultants at our Customer Innovation Centers work directly with customers to understand operational issues, anticipate what successful outcomes require and solve unique networking needs. See Note 6 to the Consolidated Financial Statements for additional information regarding our segments.
We understand the operational, quality, safety and innovation demands of our customers and empower them to succeed by making the most of real-time operational data. Our global team of engineers and consultants at our Customer Innovation Centers works directly with customers to understand operational issues, anticipate what successful outcomes require and solve unique networking needs.
Our research and development enables customized enhanced solutions to support customers' innovative methods surrounding the collection, analysis, and transmission of data. There is a growing trend toward adoption of Industrial Ethernet technology, which enhances the ability to connect and integrate devices made by different manufacturers.
Our research and development enables customized enhanced solutions to support customers' innovative methods surrounding the collection, analysis, and transmission of data.
Lieser held positions at Rockwell Automation, Rosemount, and MTS Systems. Mr. Lieser holds a Bachelor of Science in Aerospace Engineering from the University of Minnesota and an MBA in Marketing from the University of St. Thomas. Jeremy Parks was appointed Senior Vice President, Finance, and Chief Financial Officer in February 2021. Prior to re-joining Belden in 2021, Mr.
Lieser joined the Company in 2009 and has assumed positions of increasing responsibility primarily within the Automation Solutions segment. Previously, Mr. Lieser held positions at Rockwell Automation, Rosemount, and MTS Systems. Mr. Lieser holds a Bachelor of Science in Aerospace Engineering from the University of Minnesota and an MBA in Marketing from the University of St. Thomas.
Bhadra holds a B.Tech. in Electrical & Electronics Engineering from Indian Institute of Technology, Madras, India, and an MBA from XLRI Jamshedpur, India. Brian Lieser was appointed Executive Vice President, Automation Solutions in February 2023.
Prior to joining Belden, Mr. Bhadra worked as a management consultant in leadership positions at Accenture and KPMG. Mr. Bhadra holds a B.Tech. in Electrical & Electronics Engineering from Indian Institute of Technology, Madras, India, and an MBA from XLRI Jamshedpur, India. Brad Dineley was appointed Executive Vice President and Chief Digital and Operations Officer in January 2026.
Louis, MO 63105. 7 Information about our Executive Officers The following table sets forth certain information with respect to the persons who were Belden executive officers as of February 13, 2025. All executive officers are elected to terms that expire at the organizational meeting of the Board of Directors following the Annual Meeting of Shareholders.
All executive officers are elected to terms that expire at the organizational meeting of the Board of Directors following the Annual Meeting of Shareholders.
In January 2022, we acquired macmon secure GmbH (Macmon), a leading provider of products and services that secure network infrastructures in a variety of mission critical industries . The results of Precision, Sichert, and CAI have been included in our Consolidated Financial Statements from their respective acquisition dates and are reported within the Smart Infrastructure Solutions segment.
In April 2023, we acquired Berthold Sichert GmbH (Sichert), which designs and manufactures a portfolio of polycarbonate street cabinets utilized in outside plant passive optical networks (“PON”) and 5G networks. The results of Precision and Sichert have been included in our Consolidated Financial Statements from their respective acquisition dates and are reported within the Smart Infrastructure Solutions segment.
Broadband service providers are also investing in the deployment of 5G technology.
Broadband service providers are also investing in the deployment of 5G technology. Our R&D efforts are focused on the development of fiber connectivity and 5G solutions that support the investment plans of the broadband service providers.
We accelerate digital transformation by providing complete connection solutions that encompass the four aspects of data handling including acquisition, transmission, orchestration and management. Our primary markets include discrete automation, process automation, energy, and mass transit. Our automation products are sold directly to industrial equipment OEMs and through a network of distributors, value-added resellers and system integrators for broader reach.
We accelerate digital transformation by providing complete connection solutions that cover the four aspects of data handling: acquisition, transmission, orchestration and management. Our primary markets include Warehousing & Logistics, Energy, Transportation and Discrete Manufacturing. 2 We help customers increase uptime and ensure network data availability, integrity and confidentiality.
Competition The markets in which we operate can be generally categorized as highly competitive with many players. In order to maximize our competitive advantages, we manage our product portfolio to capitalize on secular trends and high-growth applications in those markets.
In order to maximize our competitive advantages, we manage our product portfolio to capitalize on secular trends and high-growth applications in those markets. Based on available data for our served markets, we estimate that our market share across our segments ranges from approxim ately 5% to 15%.
Tate holds a Bachelor of Science degree in Management and a Master of Science degree in Human Resource Management from Purdue University. Jay Wirts was appointed Executive Vice President, Smart Infrastructure Solutions in June 2023. Prior to that, he served as President, Smart Buildings and has served in other leadership roles since joining Belden in 2018. Prior to Belden, Mr.
Tate holds a Bachelor of Science degree in Management and a Master of Science degree in Human Resource Management from Purdue University. Doug Zink was appointed Vice President and Chief Accounting Officer in September 2013.
Parks worked as the Chief Financial Officer of International Wire Corp. From 2008 through August of 2020, Mr. Parks worked for the Company in various financial roles, most recently as Vice President of Finance of the Company’s Automation Solutions segment. Mr.
Jeremy Parks was appointed Executive Vice President and Chief Financial Officer in February 2026. Prior to that, he served as Senior Vice President, Finance, and Chief Financial Officer in February 2021 to February 2026 and in various financial roles, including as Vice President of Finance of the Company’s Automation Solutions segment. Mr.
Based on available data for our served markets, we estimate that our market share across our segments is significant, ranging from approxim ately 5% to 15%. A su bstantial acquisition in one of our served markets would be necessary to meaningfully change our estimated market share percentage.
Substantial share capture or a significant acquisition in one of our served markets would be necessary to meaningfully change our estimated market share percentage. 3 The principal competitive factor in our markets is the ability to solve customer problems based on product features, quality, availability, price, customer support, and distribution coverage.
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As Belden continues to advance forward with solutions focused on data infrastructure, we renamed our two reportable segments during 2024 from Enterprise Solutions and Industrial Automation Solutions to Smart Infrastructure Solutions and Automation Solutions, respectively. The composition of the segments did not change as a result of these name changes.
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Belden automation products and solutions are sold directly to industrial equipment OEMs and through a network of distributors, value-added resellers and system integrators for broader reach. See Note 5 to the Consolidated Financial Statements for additional information regarding our segments .
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We help customers increase uptime and ensure network data availability, integrity and confidentiality. We understand the operational, quality, safety and innovation demands of our customers and empower them to succeed by making the most of real-time operational technology data. Our automation solution capabilities span networking, connectivity, and network security to design industrial networks and securely transmit data.
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International Operations In addition to manufacturing facilities in the United States (U.S.), we have manufacturing and other operating facilities in Canada, China, India, Mexico, and Tunisia, as well as various countries in Europe . During 2025, approximately 42% of Belden’s sales were to customers outside the U.S.
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I n June 2024, we acquired Precision Optical Technologies (Precision), a leading supplier of value-added optical transceivers with proprietary software, firmware configurations, and related components.
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There is an ongoing and growing trend toward further adoption of Industrial Ethernet technology, which increases the bandwidth that is available in communication systems for data acquisition, transmission, and correlation to support data analytics and AI-supported operations, in addition to enhancing the ability to connect and integrate devices made by different manufacturers.
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In April 2023, we acquired Berthold Sichert GmbH (Sichert), which designs and manufactures a portfolio of polycarbonate street cabinets utilized in outside plant passive optical networks (“PON”) and 5G networks. In April 2022, we acquired Communication Associates, Inc. (CAI), a leading designer and manufacturer of various plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes.
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Belden's environmental sustainability initiatives and strategy are discussed further in our 2024 Sustainability Report, which can be found on our website at www.Belden.com; this report is not incorporated by reference and should not be considered part of this Form 10-K. Human Capital Resources Our employees’ well-being is directly associated with our success.
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In March 2022, we acquired NetModule AG (NetModule), a leading provider of reliable, fast, and secure wireless network infrastructures, with advanced capabilities in 5G and WiFi6 technologies used in a variety of mission critical industries, but most notably, the mass transit and intelligent traffic systems within the transportation vertical.
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Information about our Executive Officers The following table sets forth certain information with respect to the persons who were Belden executive officers as of February 17, 2026. In 2026, we realigned our organizational structure, moving to a unified functional operating model. In connection with this realignment, many executive officers were appointed to new roles in February 2026.
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We anticipate the need to develop the ability to customize networks in the various systems in close collaboration with our partners to advise our mutual end customers.
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Anderson has a B.S.B. degree in Accounting and an MBA from Eastern Illinois University and holds a J.D. – Order of the Coif from the Washington University in St. Louis School of Law, where he served as an Articles Editor for the Washington University Law Quarterly .
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While we believe that our existing environmental control procedures are adequate, we will continue to evaluate and update our procedures as needed to address new or changing aspects of environmental matters. Sustainability at Belden At Belden, we have built a company and culture that is unique in our industry.
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Prior to that, he served in an operations leadership role for TE Connectivity, contributing on the Global Leadership Team for the Aerospace, Defense and Marine Division. Prior, Mr.
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Through our people and our strong commitment to our values, we continually strive to serve the needs of our customers and improve the communities where we live and work. We have a responsibility to make a positive, meaningful impact on the world around us, which is why our commitment to sustainability is so important.
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Dineley served in various regional operations leadership roles for the Schaeffler Group including the Chief Operations Officer role where, in addition to his responsibility for strategy, execution and organizational development of the operations functions, he developed and employed operational digitalization in the organizational framework to focus on IT/OT convergence and later oversaw the business and IT transformation to SAP S/4HANA.
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Additionally, the committee reports to our Board on a quarterly basis and regularly brings forth sustainability matters to be discussed at the Senior Leadership Team (SLT) level, with our CEO overseeing the incorporation of our strategy and goals throughout our business.
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Mr. Dineley holds a B.S. in Mechanical Engineering from Queen’s University and an MBA from Wilfrid Laurier University School of Business and Economics. 7 Brian Lieser was appointed Executive Vice President and Chief Commercial Officer in February 2026.
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Since 2022, Belden has been a participant of the UN Global Compact (UNGC) and committed to the United Nation’s Caring for Climate Pledge. The UNGC is the world’s largest corporate sustainability initiative, comprised of over 20,000 companies across 160 countries.
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The UNGC embraces principles on human rights, labor, the environment, and anti-corruption, all of which we hope to support and advance to create a better tomorrow.
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Belden also joined the Responsible Business Alliance in the pursuit of creating an ethical and sustainable supply chain with other industry partners by advancing the environmentally responsible procurement of materials and a workforce free of forced labor and ethical injustices.
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Our sustainability goals span each pillar of our framework with a target completion date of 2025 are as follows: Environmental • Reduce Scope 1 and Scope 2 total combined emissions by 25% (FY19 baseline) for all global locations greater than 15,000 square feet. • Increase the use of electricity generated from site specific renewable sources from 2019 levels at our manufacturing and distribution locations. • Increase total global electricity use efficiency from 2019 levels at manufacturing and distribution locations. • Achieve at least 90% of waste diverted from landfill for manufacturing and distribution locations.
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Social • As a first step towards our vision of an inclusive workplace, we will deliver unconscious bias training to 100% of the Belden team worldwide. • Global team members will be encouraged to participate in an average of 16 hours per year of community related activities. • 60% of global team members will participate in company wellness programs. • 75% of Belden’s top leadership positions will be filled with talent that has been developed from within our company. • Over 200 professionals will have graduated from our Early Career Leadership Program and our Intern Program. • >85% of team members will agree that they have the opportunity for development and growth at Belden. • Assess the responsible sourcing risks in Belden’s supply chain, conduct audits of most at-risk tier 1 direct suppliers, and engage 100% of conflict minerals suppliers.
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Governance • Achieve understanding of the Code of Conduct (CoC) from 100% of global non-production team members. • Be recognized as one of the most ethical global companies. 6 As we progress towards our goals highlighted above, we build on existing initiatives and explore new technologies to reduce our greenhouse gas (GHG) emissions, waste sent to landfill, and water consumption.
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Energy conservation and solar generation projects have been identified and are being implemented. Thus far, we have seen a decrease in Scope 1 and 2 absolute emissions and Scope 1 and 2 GHG intensity.
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Our onsite green energy initiative has allowed us to reduce the consumption of GHG intensive grid-supplied electricity through on-site solar installation and procurement of verified off-site green electricity.
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At Belden, we have increased our use of reusable materials to include a focus on expanding the use of biodegradable materials by launching a global reusable cardboard packaging program to reduce plastic use from drop cable.
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We are evaluating our product carbon footprints as part of our Scope 3 analysis and are determining how our products and solutions can help our customers solve their climate related challenges. For more information on our approach to ESG, visit https://www.belden.com/resources/sustainability. Human Capital Resources Our employees’ well-being is directly associated with our success.
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Wirts served in various roles in Emerson and Vertiv following more than six years in the U.S. Marine Corps. He has a bachelor’s degree in History from Colgate University and an MBA from Northwestern University. 8 Doug Zink was appointed Vice President and Chief Accounting Officer in September 2013.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDeveloping new products and adapting existing products to meet evolving customer expectations requires high levels of innovation, and the development process may be lengthy and costly. If we are not able to timely anticipate, identify, develop and market products that respond to rapidly changing customer preferences, demand for our products could decline.
Biggest changeOur success depends in part on our ability to anticipate and offer products that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new products and adapting existing products to meet evolving customer expectations requires high levels of innovation, and the development process may be lengthy and costly.
As a result, the occurrence of a high profile security incident, or a failure by one of our customers to pass a regulatory compliance IT audit, could result in public and customer perception that our solutions are not effective and harm our business and operating results, even if the occurrence is unrelated to the use of such products or if the failure is the result of actions or inactions on the part of the customer.
As a result, the occurrence of a high profile security incident, or a failure by one of our customers to pass a regulatory compliance IT or OT audit, could result in public and customer perception that our solutions are not effective and harm our business and operating results, even if the occurrence is unrelated to the use of such products or if the failure is the result of actions or inactions on the part of the customer.
Despite our efforts to make clear in our marketing materials and customer agreements the capabilities and limitations of these products, some customers may incorrectly view the deployment of such products in their IT infrastructure as a guarantee that there will be no security incident or policy non-compliance event.
Despite our efforts to make clear in our marketing materials and customer agreements the capabilities and limitations of these products, some customers may incorrectly view the deployment of such products in their IT or OT infrastructure as a guarantee that there will be no security incident or policy non-compliance event.
In addition, the costs of compliance with local laws and regulations in emerging markets may negatively impact our competitive position as compared to locally owned manufacturers. Legal and Regulatory Risks Changes in global tariffs and trade agreements may have a negative impact on global economic conditions, markets and our business.
In addition, the costs of compliance with local laws and regulations in emerging markets may negatively impact our competitive position as compared to locally owned manufacturers. 14 Legal and Regulatory Risks Changes in global tariffs and trade agreements may have a negative impact on global economic conditions, markets and our business.
If we are unable to achieve our goals related to revenue growth, it could have a material adverse effect on our results of operations, financial position, and cash flows. Our revenue for any particular period can be difficult to forecast.
If we are unable to achieve our goals related to revenue growth, it could have a material adverse effect on our results of operations, financial position, and cash flows. 11 Our revenue for any particular period can be difficult to forecast.
The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices typically taking effect a few weeks after they are announced.
The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices typically taking effect a few weeks 13 after they are announced.
As changes to tax laws become effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes. 15 We are subject to laws and regulations worldwide, changes to which could increase our costs and individually or in the aggregate adversely affect our business.
As changes to tax laws become effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes. We are subject to laws and regulations worldwide, changes to which could increase our costs and individually or in the aggregate adversely affect our business.
Nevertheless, we may be subject to unanticipated obligations regarding our products which incorporate or use open source software. 16 If our goodwill or other intangible assets become impaired, we would be required to recognize charges that would reduce our income.
Nevertheless, we may be subject to unanticipated obligations regarding our products which incorporate or use open source software. If our goodwill or other intangible assets become impaired, we would be required to recognize charges that would reduce our income.
Our ability to achieve such goals and aspirations is subject to numerous risks and uncertainties, many of which rely on the collective efforts of others or may be outside of our control.
Our ability to achieve such 15 goals and aspirations is subject to numerous risks and uncertainties, many of which rely on the collective efforts of others or may be outside of our control.
In addition to economic and political risk, a risk associated with our European manufacturing operations is the higher relative expense and length of time required to adjust manufacturing employment capacity.
In addition to economic and political risk, a risk 9 associated with our European manufacturing operations is the higher relative expense and length of time required to adjust manufacturing employment capacity.
Our effective income tax rate is the result of the income tax rates in the various countries in which we do business. Our mix of income and losses in these jurisdictions affects our effective tax rate. For example, relatively more income in higher tax rate jurisdictions would increase our effective tax rate and thus lower our net income.
Our effective income tax rate is the result of the income tax laws in the various countries in which we do business. Our mix of income and losses in these jurisdictions affects our effective tax rate. For example, relatively more income in higher tax rate jurisdictions would increase our effective tax rate and thus lower our net income.
We also face political risks in the U.S., including tax or regulatory risks or potential adverse impacts from legislative impasses over, or significant legislative, regulatory or executive changes in fiscal or monetary policy and other foreign and domestic government policies, including, but not limited to, trade policies and import/export policies. Approximately 43% of our sales are outside the U.S.
We also face political risks in the U.S., including tax or regulatory risks or potential adverse impacts from legislative impasses, or significant legislative, regulatory or executive changes in fiscal or monetary policy and other foreign and domestic government policies, including, but not limited to, trade policies and import/export policies. Approximately 42% of our sales are outside the U.S.
Moreover, standards and expectations for ESG matters continue to evolve and may be subject to varying interpretations, which may result in significant revisions to our goals or progress.
Moreover, standards and expectations for Sustainability matters continue to evolve and may be subject to varying interpretations, which may result in significant revisions to our goals or progress.
Perceived failure of our signal transmission solutions to provide expected results may result in negative publicity and harm our business and operating results. Our customers use our signal transmission solutions in a wide variety of IT systems and application environments in order to help reduce security vulnerabilities and demonstrate compliance.
Perceived failure of our data solutions to provide expected results may result in negative publicity and harm our business and operating results. Our customers use our data solutions in a wide variety of IT and OT systems and application environments in order to help reduce security vulnerabilities and demonstrate compliance.
Our strategic plan was developed based upon market and technology trends that we believe present revenue growth opportunities that will lead to increased shareholder value. In order to capture that revenue growth, we will increasingly focus on offering solutions, although selling products will remain a core focus of the business.
We may be unable to implement our strategic plan successfully. Our strategic plan was developed based upon market and technology trends that we believe present revenue growth opportunities that will lead to increased shareholder value. In order to capture that revenue growth, we will increasingly focus on offering solutions, although selling products will remain a core focus of the business.
Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates, and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly affect our effective income tax rate in the future.
Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates, such as the One Big Beautiful Bill Act, and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly affect our effective income tax rate in the future.
Our revenue for any particular period can be difficult to forecast, especially in light of the challenging and inconsistent global macroeconomic environment and related market uncertainty. Our revenue may grow at a slower rate than in past periods or even decline on a year-over-year basis.
Our revenue for any particular period can be difficult to forecast, especially in light of the challenging and inconsistent global macroeconomic environment and related market uncertainty. Our revenue may grow at a slower rate than in past periods or even decline on a year-over-year basis. Changes in market growth rates can have a significant effect on our operating results.
These negative consequences could have a negative impact on our employee safety and our financial performance. 14 Future epidemics, pandemics or other major disasters could impact our future results of operations and overall financial performance. In the past, our operations and the operations of our suppliers, channel partners and customers have been disrupted to varying degrees by a pandemic.
Future epidemics, pandemics or other major disasters could impact our future results of operations and overall financial performance. In the past, our operations and the operations of our suppliers, channel partners and customers have been disrupted to varying degrees by a pandemic.
From time to time, we may be subject to proposals by activists urging us to take certain actions. If activist activities ensue, our business could be adversely affected because responding and reacting to actions by activists can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees.
If activist activities ensue, our business could be adversely affected because responding and reacting to actions by activists can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees.
These increased costs and the uncertainty during transition periods could lead to changes in buying behavior, such as decreased demand. These impacts could have a negative effect on our financial results, including our revenue and profitability. Cyber security incidents have and could in the future interfere with our business and operations.
These increased costs and the uncertainty during transition periods could lead to changes in buying behavior, such as decreased demand. These impacts could have a negative effect on our financial results, including our revenue, gross margins, and profitability.
While the impact of the U.S. and Chinese tariff actions prior to 2025 have not been material to us, unanticipated complications in the free movement of goods in North America or Europe, an escalation of tariff activity anywhere in the world, or changes to existing free trade agreements, especially the United States-Mexico-Canada Agreement (USMCA), could materially impact our financial results.
Unanticipated complications in the free movement of goods in North America or Europe, an escalation of tariff activity anywhere in the world, or changes to existing free trade agreements, especially the United States-Mexico-Canada Agreement (USMCA), could materially impact our financial results.
Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, and/or lead users to lose trust and confidence in our business.
Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, and/or lead users to lose trust and confidence in our business.
In addition to direct physical damages, such events can lead to supply chain disruptions and increased costs of doing business, including costs to retrofit existing facilities to comply with green building standards and increased property and casualty insurance premiums.
In addition to direct physical damages, such events can lead to supply chain disruptions and increased costs of doing business, including costs to retrofit existing facilities to comply with green building standards and increased property and casualty insurance premiums. These negative consequences could have a negative impact on our employee safety and our financial performance.
As we are dependent upon our channel partners and customers to provide us with information regarding the amount of our products that they own and hold in their inventory, unexpected changes can occur and impact our revenue forecast. We may be unable to implement our strategic plan successfully.
As our channel partners and customers change the level of Belden products owned and held in their inventory, our revenue is impacted. As we are dependent upon our channel partners and customers to provide us with information regarding the amount of our products that they own and hold in their inventory, unexpected changes can occur and impact our revenue forecast.
Moreover, some competitors that are highly leveraged both financially and operationally could become more aggressive in their pricing of products. 10 Supply chain issues, including scarcity of raw materials or other components necessary to produce the products we manufacture, could increase costs or cause a delay in our ability to fulfill orders, and could adversely affect our future results of operations and our overall financial performance.
Supply chain issues, including scarcity of raw materials or other components necessary to produce the products we manufacture, could increase costs or cause a delay in our ability to fulfill orders, and could adversely affect our future results of operations and our overall financial performance.
We may be unable to achieve our goals due to a failure to identify growth opportunities, such as trends and technological changes in our end markets. The enterprise and industrial end markets we serve may not experience the growth we expect. Further, those markets may be unable to sustain growth on a long-term basis, particularly in emerging markets.
The enterprise and industrial end markets we serve may not experience the growth we expect. Further, those markets may be unable to sustain growth on a long-term basis, particularly in emerging markets.
Changes in market growth rates can have a significant effect on our operating results. 11 The timing of orders for customer projects can also have a significant effect on our operating results in the period in which the products are shipped and recognized as revenue.
The timing of orders for customer projects can also have a significant effect on our operating results in the period in which the products are shipped and recognized as revenue. The timing of such projects is difficult to predict, and the timing of revenue recognition from such projects may affect period to period changes in revenue.
In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.
In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. Increasing expectations with respect to Sustainability matters by our various stakeholders and Sustainability regulation could adversely affect our business and operating results.
Our channel partners and customers purchase and hold our products in their inventory in order to meet the service and on-time delivery requirements of their customers. As our channel partners and customers change the level of Belden products owned and held in their inventory, our revenue is impacted.
In addition, our revenue can be difficult to forecast due to unexpected changes in the level of our products held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold our products in their inventory in order to meet the service and on-time delivery requirements of their customers.
For example, a strengthened U.S. dollar can result in relative price increases for our products for customers outside of the U.S., which can have a negative impact on our revenues and results of operations. Furthermore, customers’ ability to invest in capital expenditures, such as our products, can depend upon proceeds from commodities, such as oil and gas markets.
For example, a strengthened U.S. dollar can result in relative price increases for our products for customers outside of the U.S., which can have a negative impact on our revenues and results of operations.
Changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues. Further, certain distributors are allowed to return certain inventory in exchange for an order of equal or greater value. We have recorded reserves for the estimated impact of these inventory policies.
Further, certain distributors are allowed to return certain inventory in exchange for an order of equal or greater value. We have recorded reserves for the estimated impact of these inventory policies. Consolidation of our distributors could adversely impact our revenues and earnings. It could also result in consolidation of distributor inventory, which would temporarily decrease our revenues.
Furthermore, we may be unable to integrate operations successfully or cost-effectively, which could have an adverse impact on our results of operations or our profitability. If we are unable to retain key employees, our business operations could be adversely affected. The loss of key employees could have an adverse effect on us.
Furthermore, we may be unable to integrate operations successfully or cost-effectively, which could have an adverse impact on our results of operations or our profitability. We may be unable to achieve our goals related to revenue growth.
We may not be able to find qualified replacements for these individuals and the integration of potential replacements may be disruptive to our business. More broadly, a key determinant of our success is our ability to attract, develop, and retain talented associates. While this is one of our strategic priorities, we may not be able to succeed in this regard.
More broadly, a key determinant of our success is our ability to attract, develop, and retain talented associates. While this is one of our strategic priorities, we may not be able to succeed in this regard. Our revenue and profits would likely decline, at least temporarily, if we were to lose a key distributor.
We may experience significant variability in our quarterly and annual effective tax rate which would affect our reported net income. We have a complex tax profile due to the global nature of our operations, which encompass multiple taxing jurisdictions.
We have a complex tax profile due to the global nature of our operations, which encompass multiple taxing jurisdictions.
See the discussion above in Part I, Item 1, under Research and Development . We may be unable to achieve our goals related to revenue growth. In order to meet the goals in our strategic plan, we must execute our commercial strategy and grow our business, both organically and through acquisitions.
In order to meet the goals in our strategic plan, we must execute our commercial strategy and grow our business, both organically and through acquisitions. We may be unable to achieve our goals due to a failure to identify growth opportunities, such as trends and technological changes in our end markets.
Implementation of orders related to Canada and Mexico was initially deferred until March 2025. Because not all goods can be sourced in all countries, global companies like Belden will experience increased costs in their supply chains that may lead to reduced margins or increased prices.
In some cases, this has led to negotiations of new trade deals and in others, it has resulted in reciprocal tariffs on U.S. exports. Because not all goods can be sourced in all countries, global companies like Belden will experience increased costs in their supply chains that may lead to reduced margins or increased prices.
Similarly, we are often informed by our customers well in advance that such customer intends to place an order related to a specific project in a given quarter. Such a customer’s timeline for execution of the project, and the resulting purchase order, may be unexpectedly delayed to a future quarter, or cancelled.
As a result, our operating results could vary materially from quarter to quarter based on the receipt of such orders and their ultimate recognition as revenue. Similarly, we are often informed by our customers well in advance that such customer intends to place an order related to a specific project in a given quarter.
The relative costs and merits of our solutions could change in the future as various competing technologies address the market opportunities.
If we are not able to timely anticipate, identify, develop and market products that respond to rapidly changing customer preferences, demand for our products could decline. The relative costs and merits of our solutions could change in the future as various competing technologies address the market opportunities.
The frequency and length of such delays can be difficult to predict. As a result, it is difficult to precisely forecast revenue and operating results for future quarters. In addition, our revenue can be difficult to forecast due to unexpected changes in the level of our products held as inventory by our channel partners and customers.
Such a customer’s timeline for execution of the project, and the resulting purchase order, may be unexpectedly delayed to a future quarter, or cancelled. The frequency and length of such delays can be difficult to predict. As a result, it is difficult to precisely forecast revenue and operating results for future quarters.
Consolidation of our distributors could adversely impact our revenues and earnings. It could also result in consolidation of distributor inventory, which would temporarily decrease our revenues. We have also experienced financial failure of distributors from time to time, resulting in our inability to collect accounts receivable in full.
We have also experienced financial failure of distributors from time to time, resulting in our inability to collect accounts receivable in full. A global economic downturn could cause financial difficulties (including bankruptcy) for our distributors and other customers, which could adversely affect our results of operations.
Our revenue and profits would likely decline, at least temporarily, if we were to lose a key distributor. We rely on several key distributors in marketing our products. Distributors purchase the products of our competitors along with our products.
If we were to lose one of these key distributors, our revenue and profits would likely decline, at least temporarily. Changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues.
Similarly, if the Company’s customers experience production challenges due to the inability to obtain certain components, this may negatively impact the customers’ ordering patterns from the Company. Our future success depends in part on our ability to develop and introduce new products and respond to changes in customer preferences.
Similarly, if the Company’s customers experience production challenges due to the inability to obtain certain components, this may negatively impact the customers’ ordering patterns from the Company. Our results of operations are subject to foreign and domestic political, social, economic, and other uncertainties and are affected by changes in currency exchange rates.
These companies compete on technical features, quality, availability, price, customer support, and distribution coverage. Some multinational competitors have greater engineering, financial, manufacturing, and marketing resources than we have. Actions that may be taken by competitors, including pricing, business alliances, new product introductions, intellectual property advantages, market penetration, and other actions, could have a negative effect on our revenues and profitability.
Actions that may be taken by competitors, including pricing, business alliances, new product introductions, intellectual property advantages, market penetration, and other actions, could have a negative effect on our revenues and profitability. Moreover, some competitors that are highly leveraged both financially and operationally could become more aggressive in their pricing of products.
Our markets are characterized by the introduction of products with increasing technological capabilities. Our success depends in part on our ability to anticipate and offer products that appeal to the changing needs and preferences of our customers in the various markets we serve.
Our future success depends in part on our ability to develop and introduce new products and respond to changes in customer preferences. Our markets are characterized by the introduction of products with increasing technological capabilities, most notable currently is an expectation that AI capabilities will be deployed.
A global economic downturn could cause financial difficulties (including bankruptcy) for our distributors and other customers, which could adversely affect our results of operations. 13 Actions of activists could cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business.
Actions of activists could cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business. From time to time, we may be subject to proposals by activists urging us to take certain actions.
We may be subject to potentially costly remedial actions, fines, penalties, lawsuits, and reputational damage in the event of a future incident.
We may be subject to potentially costly remedial actions, fines, penalties, lawsuits, and reputational damage in the event of a future incident. Volatility in global trade policies and practices could have direct and indirect impacts on our business. Throughout 2025, the United States government issued orders increasing tariffs on imports from nearly every country in the world on certain products.
A significant increase in our effective income tax rate could have a material adverse impact on our earnings. 12 The increased prevalence of cloud computing and other disruptive business models may negatively impact certain aspects of our business.
A significant increase in our effective income tax rate could have a material adverse impact on our earnings. 12 If we are unable to attract and retain key employees, our business operations could be adversely affected.
We may not be able to acquire businesses that fit our strategic plan on acceptable business terms, and we may not achieve our other strategic priorities. The presence of substitute products in the marketplace may reduce demand for our products and negatively impact our business. Fiber optic and wireless systems are increasingly substitutable for copper-based cable systems.
We may not be able to acquire businesses that fit our strategic plan on acceptable business terms, and we may not achieve our other strategic priorities. We may experience significant variability in our quarterly and annual effective tax rate which would affect our reported net income.
Our largest distributor accounted for app roximately 14% of our revenue in 2024 and our top eight distributors accounted for a total of 33% of o ur reven ue in 2024. If we were to lose one of these key distributors, our revenue and profits would likely decline, at least temporarily.
We rely on several key distributors in marketing our products. Distributors purchase the products of our competitors along with our products. Our largest distributor accounted for approximately 14% of our revenues in 2025 and our top eight distributors accounted for a total of 35% of o ur reven ues in 2025.
A decline in energy prices, therefore, can have a negative impact on our revenues and results of operations. The global markets in which we operate are highly competitive. We face competition from other manufacturers for each of our global business platforms and in each of our geographic regions.
Furthermore, customers’ ability to invest in capital expenditures, such as our products, can be dependent on their realized profits from their sales of commodity products, such as occurs in the oil and gas markets. A decline in energy prices, therefore, can have a negative impact on our revenues and results of operations.
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Business and Operational Risks Volatility in global trade policies and practices could have direct and indirect impacts on our business.
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Business and Operational Risks Cyber security incidents have and could in the future interfere with our business and operations. Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent, more recently enhanced by the use of artificial intelligence (“AI”) tools.
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In February 2025, the United States government issued orders increasing tariffs on imports from certain countries, including Canada, China and Mexico on certain products, including steel and aluminum, and has discussed increasing tariffs globally, which is likely to lead to reciprocal tariffs on U.S. exports to those countries.
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See the discussion above in Part I, Item 1, under Research and Development . Our ability to remain competitive will be determined, in part, by our ability to successfully implement AI into our product offerings and back office processes. We are increasingly incorporating AI and machine learning technologies into our products, services, and internal operations.
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Furthermore, we rely on our information systems and those of third parties that maintain proprietary company information about our products and intellectual property, as well as for processing customer orders, manufacturing and shipping products, billing our customers, tracking inventory, supporting accounting functions and financial statement preparation, paying our employees, and otherwise running our business.
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While we believe AI offers significant opportunities, its development and deployment involve inherent risks that could materially impact our business.
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In addition, we may need to enhance our information systems to provide additional capabilities and functionality. The implementation of new information systems and enhancements is frequently disruptive to the underlying business of an enterprise.
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These risks include, but are not limited to (1) operational and performance risks related to the quality of data and sophistication of the algorithms; (2) the evolving legal and regulatory landscape; (3) ethical and reputational risk associated with biased or inaccurate results; (4) cybersecurity and data privacy risk; (5) intellectual property risk; (6) risks related to attracting and retaining AI talent; (7) dependence on third-party AI providers; and (8) speed and quality of adoption.
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Any disruptions affecting our ability to accurately report our financial performance on a timely basis could adversely affect our business in a number of respects. 9 Our results of operations are subject to foreign and domestic political, social, economic, and other uncertainties and are affected by changes in currency exchange rates.
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Any of these risks could materialize and have a material adverse effect on our business, financial condition, and results of operations. Our reliance on legacy information technology systems and the challenges associated with their maintenance and upgrade could adversely affect our business, financial condition, and results of operations.
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The timing of such projects is difficult to predict, and the timing of revenue recognition from such projects may affect period to period changes in revenue. As a result, our operating results could vary materially from quarter to quarter based on the receipt of such orders and their ultimate recognition as revenue.
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We rely on a variety of information technology (IT) systems and infrastructure to support our operations, including critical business processes, data management, and customer-facing applications. Some of these systems are legacy technologies that have been in place for a significant period.
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Customers may shift demand to systems with greater capabilities than copper-based cable systems, leading to a reduction in demand for copper-based cable. We may not be able to offset the effects of a reduction in demand for our copper-based cable systems.
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While we strive to maintain and update our IT infrastructure, our reliance on these legacy systems presents several risks, including performance and reliability issues, security vulnerabilities, integration challenges, increased maintenance costs, and compliance risks. We may undertake significant IT infrastructure upgrade and modernization projects to address these challenges.
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Similarly, in our non-cable businesses, customers could rapidly shift the methods by which they capture and transmit signals in ways that could lead to decreased demand for our current or future products. These factors, either together or in isolation, may negatively impact revenue and profitability.
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Such projects, however, involve substantial risks, including significant capital expenditure and resource allocation, disruption to operations, implementation and integration challenges, data loss or corruption, and failure to achieve anticipated benefits. Any of these risks could materially and adversely affect our business, financial condition, and results of operations. 10 The global markets in which we operate are highly competitive.
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The nature in which many of our products are purchased or used is evolving with the increasing prevalence of cloud computing and other methods of off-premises computing and data storage.
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We face competition from other manufacturers for each of our global business platforms and in each of our geographic regions. These companies compete on technical features, quality, availability, price, customer support, and distribution coverage. Some multinational competitors have greater engineering, financial, manufacturing, and marketing resources than we have.
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This may negatively impact one or more of our businesses in a number of ways, including: • Consolidation of procurement power leading to the commoditization of IT products; • Reduction in the demand for infrastructure products previously used to support on-site data centers; • Lowering barriers to entry for certain markets, leading to new market entrants and enhanced competition; and • Preferences for software as a service billing and pricing models may reduce demand for non-cloud “packaged” software.
Added
The inability to attract employees with AI and digital skills, engineers with relevant skills, or the loss of key current employees could have an adverse effect on us. We may not be able to find qualified replacements for these individuals and the integration of potential replacements may be disruptive to our business.
Removed
Increasing expectations with respect to Environmental, Social and Governance (ESG) matters by our various stakeholders and ESG regulation could adversely affect our business and operating results.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe perform cybersecurity due diligence through this program as appropriate in connection with the on-boarding of a third-party relationship and conduct periodic reviews based on the inherent risk profile of the particular provider. 17 Impact of Cybersecurity Risks on Strategy and Results Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and the Company believes that they are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition.
Biggest changeImpact of Cybersecurity Risks on Strategy and Results Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and the Company believes that they are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition.
The Company’s program is regularly evaluated internally and externally and updates are presented to senior management and the Subcommittee. The Company also actively engages with key vendors, industry participants, and knowledge leaders as part of the Company’s continuing efforts to evaluate and enhance the effectiveness of its information security policies and procedures. 18
The Company’s program is regularly evaluated internally and externally and updates are presented to senior management and the Subcommittee. The Company also actively engages with key vendors, industry participants, and knowledge leaders as part of the Company’s continuing efforts to evaluate and enhance the effectiveness of its information security policies and procedures.
The chief information officer reports directly to the Company’s chief financial officer and has access to other members of senior management, including Belden’s chief executive officer, as appropriate. Belden’s vice president of cybersecurity has over 30 years of IT experience, including twelve years of cybersecurity experience.
The chief information officer reports directly to the Company’s chief financial officer and has access to other members of senior management, including Belden’s chief executive officer, as appropriate. Belden’s 17 vice president of cybersecurity has over 30 years of IT experience, including twelve years of cybersecurity experience.
The Company identifies, assesses, and manages cybersecurity risk as part of both the enterprise cybersecurity program and the enterprise risk management program. The Company’s expertise, dedicated resources and proven technology in cybersecurity management are evident in the Company’s enterprise cybersecurity program.
The Company identifies, assesses, and manages cybersecurity risk as part of both the enterprise cybersecurity program and the enterprise risk management program. The Company’s expertise, dedicated resources and proven technology in cybersecurity management are evident in the Company’s 16 enterprise cybersecurity program.
Findings from these activities are reported to senior management and the Belden Board of Directors. The Company recognizes the importance of identifying and managing material cybersecurity risks associated with our use of third-party service providers.
Findings from these activities are reported to senior management and the Belden Board of Directors. To demonstrate Belden’s commitment to information security, the company gained ISO 27001:2022 certification for all business and locations globally. The Company recognizes the importance of identifying and managing material cybersecurity risks associated with our use of third-party service providers.
Added
We perform cybersecurity due diligence through this program as appropriate in connection with the on-boarding of a third-party relationship and conduct periodic reviews based on the inherent risk profile of the particular provider.
Added
In 2026, due to the current makeup of the Board, the relative stability of management’s cybersecurity approach, and the availability within the Audit Committee’s agenda, the Board plans to eliminate the separate subcommittee and move direct cybersecurity oversight up to the Audit Committee level as a standard quarterly agenda item.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSmart Infrastructure Solutions Automation Solutions Both Segments Total Belgium — 1 — 1 Canada — 1 — 1 China 1 — 1 2 Czech Republic — 1 — 1 Denmark 2 — — 2 Germany 1 1 — 2 Hungary — — 1 1 India 1 — 1 2 Italy — — 1 1 Mexico — — 3 3 Netherlands — — 1 1 Poland 1 — — 1 Tunisia 1 — — 1 United Kingdom 1 — — 1 United States 6 2 2 10 Total 14 6 10 30 In addition to the manufacturing and other operating facilities summarized above, our business operations also utilize approxim ately 9 warehouses w orldwide.
Biggest changeSmart Infrastructure Solutions Automation Solutions Both Segments Total Belgium — 1 — 1 Canada — 1 — 1 China — — 1 1 Czech Republic — 1 — 1 Denmark 2 — — 2 Germany 1 1 — 2 Hungary — — 1 1 India 1 — 1 2 Italy — — 1 1 Mexico — — 3 3 Netherlands — — 1 1 Poland 1 — — 1 Tunisia 1 — — 1 United Kingdom 1 — — 1 United States 6 2 2 10 Total 13 6 10 29 In addition to the manufacturing and other operating facilities summarized above, our business operations also utilize approximately 5 warehouses w orldwide.
As of December 31, 2024, we owned or leased a total of ap proximately 6 million square feet of facility space wor ldwide. We believe that our production facilities are suitable for their present and intended purposes and adequate for our current level of operations.
As of December 31, 2025, we owned or leased a total of ap proximately 6 million square feet of facility space wor ldwide. We believe that our production facilities are suitable for their present and intended purposes and adequate for our current level of operations.
Item 2. Properties Belden owns and leases manufacturing, warehousing, sales, and administrative space in locations around the world. We also have a corporate office that we lease in St. Louis, Missouri. The leases are of varying terms, expiring from 2025 through 2039.
Item 2. Properties Belden owns and leases manufacturing, warehousing, sales, and administrative space in locations around the world. We also have a corporate office that we lease in St. Louis, Missouri. The leases are of varying terms, expiring from 2026 through 2039.
The table below summarizes the geographic locations of our manufacturing and other operating facilities utilized by our segments as of December 31, 2024.
The table below summarizes the geographic locations of our manufacturing and other operating facilities utilized by our segments as of December 31, 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future. Item 4. Mine Safety Disclosures Not applicable. 19 PART II
Biggest changeHowever, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future. Item 4. Mine Safety Disclosures Not applicable. 18 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(23.4) % 57.5 % 9.7 % 7.7 % 46.1 % S&P 500 Index 18.4 % 28.7 % (18.1) % 26.3 % 25.0 % S&P 1500 Industrials Index 11.7 % 22.2 % (6.4) % 20.4 % 16.9 % INDEXED RETURNS Years Ended December 31, Company Name / Index Base Period 2019 2020 2021 2022 2023 2024 Belden Inc. $ 100.00 $ 76.60 $ 120.62 $ 132.37 $ 142.56 $ 208.22 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 S&P 1500 Industrials Index 100.00 111.69 136.47 127.69 153.71 179.75 Item 6. [Reserved] 21
Biggest changeTotal Return To Shareholders (Includes reinvestment of dividends) ANNUAL RETURN PERCENTAGE Years Ended December 31, Company Name / Index 2021 2022 2023 2024 2025 Belden Inc. 57.5 % 9.7 % 7.7 % 46.1 % 3.7 % S&P 500 Index 28.7 % (18.1) % 26.3 % 25.0 % 17.9 % S&P 1500 Industrials Index 22.2 % (6.4) % 20.4 % 16.9 % 18.3 % INDEXED RETURNS Years Ended December 31, Company Name / Index Base Period 2020 2021 2022 2023 2024 2025 Belden Inc. $ 100.00 $ 157.46 $ 172.81 $ 186.10 $ 271.82 $ 281.82 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 S&P 1500 Industrials Index 100.00 122.18 114.33 137.62 160.94 190.46 Item 6. [Reserved] 20
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 and does not have an expiration date.
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 restriction s. This program is funded with cash on hand and cash flows from operating activities and does not have an expiration date.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 20 (1) The chart above and the accompanying data are “furnished,” not “filed,” with the SEC.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 19 (1) The chart above and the accompanying data are “furnished,” not “filed,” with the SEC.
Set forth below is information regarding our stock repurchases for the three months ended December 31, 2024 (in thousands, except per share amounts).
Set forth below is information regarding our stock repurchases for the three months ended December 31, 2025 (in thousands, except per share amounts).
The comparison assumes $100 was invested on December 31, 2019, in Belden’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.
The comparison assumes $100 was invested on December 31, 2020, in Belden’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “BDC.” As of February 5, 2025, there were 190 recor d holders of common stock of Belden Inc.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “BDC.” As of February 11, 2026, there were 178 record holders of common stock of Belden Inc.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of shares Repurchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs Balance at September 29, 2024 $ 394,911 September 30, 2024 through November 3, 2024 356 $ 116.83 356 353,367 November 4, 2024 through December 1, 2024 94 117.12 94 342,396 December 2, 2024 through December 31, 2024 20 116.47 20 340,000 Total 470 $ 116.87 470 $ 340,000 Stock Performance Graph The following graph compares the cumulative total shareholder return on Belden’s common stock over the five-year period ended December 31, 2024, with the cumulative total return during such period of the Standard and Poor’s 500 Stock Index and the Standard and Poor’s 1500 Industrials Index.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of shares Repurchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs Balance at September 28, 2025 $ 190,000 September 29, 2025 through November 2, 2025 — $ — — 190,000 November 3, 2025 through November 30, 2025 — — — 190,000 December 1, 2025 through December 31, 2025 372 120.02 372 145,381 Total 372 $ 120.02 372 $ 145,381 Stock Performance Graph The following graph compares the cumulative total shareholder return on Belden’s common stock over the five-year period ended December 31, 2025, with the cumulative total return during such period of the Standard and Poor’s 500 Stock Index and the Standard and Poor’s 1500 Industrials Index.
During 2024, our Board of Directors increased the authorizations under this program by $300.0 million. 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. As of December 31, 2024, we had $340.0 million of authorizations remaining under the program.
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. As of December 31, 2025, we had $145.4 million of authorizations remaining under the program.
Removed
Total Return To Shareholders (Includes reinvestment of dividends) ANNUAL RETURN PERCENTAGE Years Ended December 31, Company Name / Index 2020 2021 2022 2023 2024 Belden Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSee Note 4. 23 Results of Operations Consolidated Income from Continuing Operations before Taxes Years Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) Revenues $ 2,460,979 $ 2,512,084 $ 2,606,485 (2.0) % (3.6) % Gross profit 922,222 954,966 916,289 (3.4) % 4.2 % Selling, general and administrative expenses 494,603 492,702 448,636 0.4 % 9.8 % Research and development expenses 112,365 116,427 104,350 (3.5) % 11.6 % Amortization of intangibles 48,794 40,375 37,860 20.9 % 6.6 % Gain on sale of assets — 12,056 37,891 (100.0) % (68.2) % Operating income 266,460 317,518 363,334 (16.1) % (12.6) % Interest expense, net 38,303 33,625 43,554 13.9 % (22.8) % Non-operating pension benefit (cost) (215) 1,863 4,005 (111.5) % (53.5) % Loss on debt extinguishment — — 6,392 n/a (100.0) % Income from continuing operations before taxes 227,942 285,756 317,393 (20.2) % (10.0) % 2024 Compared to 2023 Revenues decreased $51.1 million from 2023 to 2024 due to the following factors: • Lower sales volume resulted in a $141.3 million decrease in revenues. • Currency translation had a $10.1 million unfavorable impact on revenues. • Divestitures had a $0.4 million unfavorable impact on revenues. • Acquisitions contributed $72.9 million in revenues. • Copper pass-through pricing contributed $27.6 million in revenues.
Biggest changeSee Note 21. 22 Results of Operations Consolidated Income before Taxes Years Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) Revenues $ 2,715,194 $ 2,460,979 $ 2,512,084 10.3 % (2.0) % Gross profit 1,031,172 922,222 954,966 11.8 % (3.4) % Selling, general and administrative expenses 533,366 494,603 492,702 7.8 % 0.4 % Research and development expenses 128,758 112,365 116,427 14.6 % (3.5) % Amortization of intangibles 53,356 48,794 40,375 9.3 % 20.9 % Gain on sale of assets — — 12,056 n/a (100.0) % Operating income 315,692 266,460 317,518 18.5 % (16.1) % Interest expense, net 46,355 38,303 33,625 21.0 % 13.9 % Non-operating pension benefit (cost) (2,395) (215) 1,863 1,014.0 % (111.5) % Loss related to revolver refinancing 76 — — n/a n/a Income before taxes 266,866 227,942 285,756 17.1 % (20.2) % 2025 Compared to 2024 Revenues increased $254.2 million from 2024 to 2025 due to the following factors: • Higher sales volume resulted in a $154.1 million increase in revenues. • Acquisitions contributed $54.5 million in revenues. • Copper pass-through pricing contributed $36.7 million in revenues. • Currency translation had a $13.2 million favorable impact on revenues. • Divestitures had a $4.3 million unfavorable impact on revenues.
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. 29 Our significant accounting policies are discussed in Note 2 of our Consolidated Financial Statements.
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.
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. Significant judgment is required in evaluating our uncertain tax positions.
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. 29 Significant judgment is required in evaluating our uncertain tax positions.
Current-Year Adoption of Recent Accounting Pronouncements Discussion regarding our adoption of accounting pronouncements is included in Note 2 to the Consolidated Financial Statements. Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S. (GAAP).
Current-Year Adoption of Recent Accounting Pronouncements Discussion regarding our adoption of accounting pronouncements is included in Note 2 to the Consolidated Financial Statements. 28 Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S. (GAAP).
We expect our operating activities to generate cash in 2025 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing were we to complete a significant acquisition.
We expect our operating activities to generate cash in 2026 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing were we to complete a significant acquisition.
Research and development expenses decreased $4.1 million from 2023 to 2024 primarily due to the timing of projects. Amortization of intangibles increased $8.4 million from 2023 to 2024 primarily due to acquisitions. During 2023, we sold certain real estate in Canada and recognized a $12.1 million pre-tax gain on sale. See Note 11.
Research and development expenses decreased $4.1 million from 2023 to 2024 primarily due to the timing of projects. Amortization of intangibles increased $8.4 million from 2023 to 2024 primarily due to acquisitions. During 2023, we sold certain real estate in Canada and recognized a $12.1 million pre-tax gain on sale. See Note 10.
Gross profit decreased $32.7 million from 2023 to 2024 primarily due to the changes in revenues discussed above. Selling, general and administrative expenses increased $1.9 million from 2023 to 2024 primarily due to expenses from the operations of companies acquired in 2024, partially offset by the benefits realized from our productivity initiatives. See Note 15.
Gross profit decreased $32.7 million from 2023 to 2024 primarily due to the changes in revenues discussed above. Selling, general and administrative expenses increased $1.9 million from 2023 to 2024 primarily due to expenses from the operations of companies acquired in 2024, partially offset by the benefits realized from our productivity initiatives. See Note 14.
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.
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.
Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends. Our key assumptions are described in further detail in Note 19 to the Consolidated Financial Statements.
Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends. Our key assumptions are described in further detail in Note 18 to the Consolidated Financial Statements.
As such, all references to the effect of channel inventory changes are estimates. 22 Market Growth and Market Share The markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players.
As such, all references to the effect of channel inventory changes are estimates. 21 Market Growth and Market Share The markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players.
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.
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.
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.
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.
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.
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.
See Note 18. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.
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. Acquisition Accounting We allocate the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values.
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. Acquisition Accounting We allocate the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values.
Significant Trends and Events in 2024 The following trends and events during 2024 had varying effects on our financial condition, results of operations, and cash flows.
Significant Trends and Events in 2025 The following trends and events during 2025 had varying effects on our financial condition, results of operations, and cash flows.
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 .
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 .
Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants. 31 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.
Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants. 30 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 2024 net periodic benefit cost of approximately $1.5 million.
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.
(2) Includes fair value adjustments of acquired assets and costs associated with a former subsidiary that was previously divested. (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.
(2) Includes fair value adjustments of acquired assets and costs associated with a former subsidiary that was previously divested. (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.
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 re porting units.
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.
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 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.
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. • Obligations for uncertain tax positions of $15.7 million, none of which is due in 2024.
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.
All of these obligations are due in 2025. • 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.
All of these obligations are due in 2026. • 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.
Smart Infrastructure Solutions Years Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) Segment Revenues $ 1,143,790 $ 1,122,831 $ 1,198,478 1.9 % (6.3) % Segment EBITDA 140,092 149,107 161,517 (6.0) % (7.7) % as a percent of segment revenues 12.2 % 13.3 % 13.5 % 2024 Compared to 2023 Smart Infrastructure Solutions revenues increased $21.0 million in 2024 as compared to 2023.
Smart Infrastructure Solutions Years Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) Segment Revenues $ 1,219,422 $ 1,143,790 $ 1,122,831 6.6 % 1.9 % Segment EBITDA 147,942 140,092 149,107 5.6 % (6.0) % as a percent of segment revenues 12.1 % 12.2 % 13.3 % 2025 Compared to 2024 Smart Infrastructure Solutions revenues increased $75.6 million in 2025 as compared to 2024.
Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. 26 Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) Revenues $ 2,460,979 $ 2,512,084 $ 2,606,485 (2.0) % (3.6) % Adjusted EBITDA 410,772 438,100 443,559 (6.2) % (1.2) % as a percent of revenues 16.7 % 17.4 % 17.0 % 2024 Compared to 2023 Adjusted EBITDA decreased $27.3 million in 2024 from 2023 primarily due to the decline in revenues as discussed above, partially offset by favorable mix and benefits realized from our productivity improvement initiatives. 2023 Compared to 2022 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 results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. 25 Years Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) Revenues $ 2,715,194 $ 2,460,979 $ 2,512,084 10.3 % (2.0) % Adjusted EBITDA 458,734 410,772 438,100 11.7 % (6.2) % as a percent of revenues 16.9 % 16.7 % 17.4 % 2025 Compared to 2024 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. 2024 Compared to 2023 Adjusted EBITDA decreased $27.3 million in 2024 from 2023 primarily due to the decline in revenues as discussed above, partially offset by favorable mix and benefits realized from our productivity improvement initiatives.
Income Taxes Years Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) Income from continuing operations before taxes $ 227,942 $ 285,756 $ 317,393 (20.2) % (10.0) % Income tax expense (29,528) (43,200) (49,645) (31.6) % (13.0) % Effective tax rate 13.0 % 15.1 % 15.6 % In 2024, we recognized income tax expense of $29.5 million, representing an effective tax rate of 13.0%.
Income Taxes Years Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) Income before taxes $ 266,866 $ 227,942 $ 285,756 17.1 % (20.2) % Income tax expense (29,344) (29,528) (43,200) (0.6) % (31.6) % Effective tax rate 11.0 % 13.0 % 15.1 % In 2025, we recognized income tax expense of $29.3 million, representing an effective tax rate of 11.0%.
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 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. 27 Net cash flows used for financing activities totaled $217.8 million for 2025 compared to $143.7 million for 2024.
Reven ues from acquisitions and higher copper pass-through pricing contributed $72.1 million and $10.7 million, respectively, to the increases in revenues, partially offset by a decline in volume of $60.7 million and unfavorable currency translation of $1.1 million.
Reven ues from acquisitions and higher copper pass-through pricing contributed $72.1 million and $10.7 million, respectively, to the increases in revenues, partially offset by a decline in volume of $60.7 million and unfavorable currency translation of $1.1 million. Smart Infrastructure Solutions EBITDA decreased $9.0 million in 2024 as compared to 2023 primarily due to unfavorable mix.
See Note 18. 25 Consolidated Adjusted EBITDA Years Ended December 31, 2024 2023 2022 (In thousands, except percentages) Revenues $ 2,460,979 $ 2,512,084 $ 2,606,485 GAAP income from continuing operations $ 198,414 $ 242,556 $ 267,748 Depreciation expense 56,383 51,379 46,669 Amortization of intangibles 48,794 40,375 37,860 Interest expense, net 38,303 33,625 43,554 Income tax expense 29,528 43,200 49,645 Severance, restructuring, and acquisition integration costs (1) 22,814 25,152 16,685 Amortization of software development intangible assets 10,564 7,692 3,875 Adjustments related to acquisitions and divestitures (2) 4,764 6,177 7,833 Non-operating pension settlement loss 1,208 — 1,189 Loss on debt extinguishment — — 6,392 Gain on sale of assets (3) — (12,056) (37,891) Adjusted EBITDA $ 410,772 $ 438,100 $ 443,559 GAAP income from continuing operations margin 8.1 % 9.7 % 10.3 % Adjusted EBITDA margin 16.7 % 17.4 % 17.0 % (1) Includes costs associated with acquisitions, productivity initiatives, and manufacturing footprint actions.
See Note 17. 24 Consolidated Adjusted EBITDA Years Ended December 31, 2025 2024 2023 (In thousands, except percentages) Revenues $ 2,715,194 $ 2,460,979 $ 2,512,084 GAAP net income $ 237,522 $ 198,414 $ 242,556 Depreciation expense 63,784 56,383 51,379 Amortization of intangibles 53,356 48,794 40,375 Interest expense, net 46,355 38,303 33,625 Income tax expense 29,344 29,528 43,200 Severance, restructuring, and acquisition integration costs (1) 14,967 22,814 25,152 Amortization of software development intangible assets 12,293 10,564 7,692 Adjustments related to acquisitions and divestitures (2) 1,037 4,764 6,177 Loss related to revolver refinancing 76 — — Non-operating pension settlement loss — 1,208 — Gain on sale of assets (3) — — (12,056) Adjusted EBITDA $ 458,734 $ 410,772 $ 438,100 GAAP net income margin 8.7 % 8.1 % 9.7 % Adjusted EBITDA margin 16.9 % 16.7 % 17.4 % (1) Includes costs associated with acquisitions, productivity initiatives, and manufacturing footprint actions.
Our cash and cash equivalents balance was $370.3 million as of December 31, 2024. Of this amoun t, $224.1 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 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.
We monitor inflation pressures and proactively implement selling price increases and cost control measures as appropriate. Share Repurchase Program 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.
We monitor inflation pressures and proactively implement selling price increases and cost control measures as appropriate. Share Repurchase Program 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.
The following table is derived from our Consolidated Cash Flow S tatements : Years Ended December 31, 2024 2023 (In thousands) Net cash provided by (used for): Operating activities $ 352,076 $ 319,638 Investing activities (426,755) (200,358) Financing activities (143,718) (211,932) Effects of currency exchange rate changes on cash and cash equivalents (8,345) 2,020 Net decrease in cash and cash equivalents (226,742) (90,632) Cash and cash equivalents, beginning of year 597,044 687,676 Cash and cash equivalents, end of year $ 370,302 $ 597,044 Net cash provided by operating activities totaled $352.1 million for 2024 compared to $319.6 million for 2023.
The following table is derived from our Consolidated Cash Flow S tatements : Years Ended December 31, 2025 2024 (In thousands) Net cash provided by (used for): Operating activities $ 354,864 $ 352,076 Investing activities (128,237) (426,755) Financing activities (217,772) (143,718) Effects of currency exchange rate changes on cash and cash equivalents 10,730 (8,345) Net increase (decrease) in cash and cash equivalents 19,585 (226,742) Cash and cash equivalents, beginning of year 370,302 597,044 Cash and cash equivalents, end of year $ 389,887 $ 370,302 Net cash provided by operating activities totaled $354.9 million for 2025 compared to $352.1 million for 2024.
In the future, if we prevail in matters for which accruals have been established previously or pay amounts in excess of reserves, there could be a material effect on our income tax provisions in the period in which such determination is made. 30 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.
In the future, if we prevail in matters for which accruals have been established previously or pay amounts in excess of reserves, there could be a material effect on our income tax provisions in the period in which such determination is made.
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.
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.
If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material. I n 2024, we did not perform a quantitative assessment over any reporting units.
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.
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. 24 2023 Compared to 2022 Revenues decreased $94.4 million from 2022 to 2023 due to the following factors: • Lower sales volume resulted in a $108.4 million decrease in revenues. • Copper pass-through pricing had a $19.9 million unfavorable impact on revenues. • Divestitures had a $1.4 million unfavorable impact on revenues. • Currency translation had a $0.4 million unfavorable impact on revenues. • Acquisitions contributed $35.7 million in revenues.
Income before taxes increased $38.9 million from 2024 to 2025 primarily due to the increase in operating income, partially offset by the increase in net interest expense discussed above. 23 2024 Compared to 2023 Revenues decreased $51.1 million from 2023 to 2024 due to the following factors: • Lower sales volume resulted in a $141.3 million decrease in revenues. • Currency translation had a $10.1 million unfavorable impact on revenues. • Divestitures had a $0.4 million unfavorable impact on revenues. • Acquisitions contributed $72.9 million in revenues. • Copper pass-through pricing contributed $27.6 million in revenues.
Automation Solutions Years Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) Segment Revenues $ 1,317,189 $ 1,389,253 $ 1,408,007 (5.2) % (1.3) % Segment EBITDA 269,766 287,328 277,079 (6.1) % 3.7 % as a percent of segment revenues 20.5 % 20.7 % 19.7 % 27 2024 Compared to 2023 Automation Solutions revenues decreased $ 72.1 million in 2024 as compared to 2023 primarily due to decreases in volume and unfavorable currency translation of $80.4 m illion and $9.0 million, respectively, partially offset by higher copper pass-through prices and acquisitions, net of disposals of $16.9 million and $0.4 million, respectively.
Automation Solutions Years Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) Segment Revenues $ 1,495,772 $ 1,317,189 $ 1,389,253 13.6 % (5.2) % Segment EBITDA 313,386 269,766 287,328 16.2 % (6.1) % as a percent of segment revenues 21.0 % 20.5 % 20.7 % 26 2025 Compared to 2024 Automation Solutions revenues increased $178.6 million in 2025 as compared to 2024 primarily due to increases in volume, higher copper pass-through prices, favorable currency translation, and acquisitions of $139.1 m illion, $27.6 million, $10.8 million and $1.1 million, respectively.
At December 31, 2024, the following contractual obligations and commercial commitments were outstanding: • Principal payments on long-term debt totaled $1.1 billion, none of which is due in 2025 (see Note 16).
Additional discussion regarding our various borrowing arrangements is included in Note 15 to the Consolidated Financial Statements. At December 31, 2025, the following contractual obligations and commercial commitments were outstanding: • Principal payments on long-term debt totaled $1.3 billion, none of which is due in 2026.
See Note 16. • Operating lease obligations of $166.4 million, of which $26.1 million is due in 2025. See Note 12. • Pension and other postemployment obligations of $105.8 million, of which $9.8 million is due in 2025. See Note 19. • Obligations to purchase goods or services that are enforceable and legally binding of $36.1 million.
See Note 15. • Operating lease obligations of $158.0 million, of which $26.3 million is due in 2025. See Note 11. • Pension and other postemployment obligations of $86.9 million, of which $12.5 million is due in 2026. See Note 18. • Obligations to purchase goods or services that are enforceable and legally binding of $37.0 million.
Automation Solutions EBITDA decreased $17.6 million in 2024 as compared to 2023 primarily as a result of the decrease in revenues discussed above, partially offset by benefits realized from our productivity improvement initiatives. 2023 Compared to 2022 Automation Solutions revenues decreased $18.8 million in 2023 as compared to 2022 primarily due to decreases in volume and lower copper prices of $15.9 m illion and $9.7 million, respectively, partially offset by favorable currency translation and acquisitions, net of disposals of $4.2 million and $2.6 million, respectively.
Automation Solutions EBITDA decreased $17.6 million in 2024 as compared to 2023 primarily as a result of the decrease in revenues discussed above, partially offset by benefits realized from our productivity improvement initiatives.
Adjusted EBITDA margins expanded to 17.4% from 17.0% in the year ago period. Segment Results of Operations For additional information regarding our segment measures, see Note 6 to the Consolidated Financial Statements.
Segment Results of Operations For additional information regarding our segment measures, see Note 5 to the Consolidated Financial Statements.
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. • Interest payments on long-term debt of $171.9 million, of which $44.2 million is due in 2025.
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.
Operating income decreased $45.8 million from 2022 to 2023 primarily due to the increase in expenses and decrease in the gain on sale of assets discussed above. Net interest expense decreased $9.9 million from 2022 to 2023 primarily due to the retirement of the 2026 Notes during 2022 and an increase in interest income.
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.
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.
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.
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. 28 Net cash flows used for financing activities totaled $143.7 million for 2024 compared to $211.9 million for 2023.
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.
Decreases in volume, lower copper pass-through pricing, and unfavorable currency translation contribu ted $92.5 m illion, $10.2 million, and $4.6 million, respectively, to the decrease in revenues, partially offset by revenues of $31.7 million from acquisitions. Smart Infrastructure Solutions EBITDA decreased $12.4 million in 2023 as compared to 2022 primarily due to the decreases in revenues discussed above.
Automation Solutions EBITDA increased $43.6 million in 2025 as compared to 2024 primarily as a result of the increase in revenues discussed above, partially offset by an increase in strategic investments. 2024 Compared to 2023 Automation Solutions revenues decreased $ 72.1 million in 2024 as compared to 2023 primarily due to decreases in volume and unfavorable currency translation of $80.4 m illion and $9.0 million, respectively, partially offset by higher copper pass-through prices and acquisitions, net of disposals of $16.9 million and $0.4 million, respectively.
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.
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.
Smart Infrastructure Solutions EBITDA decreased $9.0 million in 2024 as compared to 2023 primarily due to unfavorable mix. 2023 Compared to 2022 Smart Infrastructure Solutions revenues decreased $75.6 million in 2023 as compared to 2022.
Smart Infrastructure Solutions EBITDA increased $7.9 million in 2025 as compared to 2024 primarily due to the changes in revenues discussed above and favorable mix, partially offset by strategic investments. 2024 Compared to 2023 Smart Infrastructure Solutions revenues increased $21.0 million in 2024 as compared to 2023.
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%.
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%.
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%. Selling, general and administrative expenses increased $44.1 million from 2022 to 2023.
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%. Selling, general and administrative expenses increased $38.8 million from 2024 to 2025 primarily due to expenses from the operations of companies acquired in 2024 and strategic investments.
Removed
Precision Optical Technologies Acquisition During 2024, we acquired Precision for $289.6 million, net of cash acquired. 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. See Note 4.
Added
Research and development expenses increased $16.4 million from 2024 to 2025 primarily due to strategic investments. Amortization of intangibles increased $4.6 million from 2024 to 2025 primarily due to acquisitions, partially offset by certain intangible assets becoming fully amortized.
Removed
Voleatech GmbH Acquisition During 2024, we acquired Voleatech for €5.0 million ($5.6 million), net of cash acquired. The acquisition includes a potential earn-out up to €3.0 million based upon certain targets over three years, which will be accounted for as compensation cost.
Added
Operating income increased $49.2 million from 2024 to 2025 primarily due to the increase in gross profit, partially offset by the increases in selling, general and administrative expenses and research and development expenses discussed above. Net interest expense increased $8.1 million from 2024 to 2025 primarily due to fluctuations in interest income and foreign currency translation.
Removed
Voleatech, based in Germany, is known for their VT AIR Next Gen Firewall and expands Belden's Firewall product portfolio and overall planning of security in OT networking. Voleatech is reported within the Automation Solutions segment.
Added
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.
Removed
Strategic investments to enhance our solution selling capabilities, acquisitions, and severance actions contributed to the increase in selling, general and administrative expenses; partially offset by a decrease in incentive compensation. Research and development expenses increased $12.1 million from 2022 to 2023 primarily due to increased investments in R&D projects as we continue our commitment to growth initiatives.
Added
Use of Non-GAAP Financial Information Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow are non-GAAP financial measures.
Removed
Amortization of intangibles increased $2.5 million from 2022 to 2023 primarily due to acquisitions. Gain on sale of assets decreased $25.8 million from 2022 to 2023. During 2022 and 2023, we sold certain real estate in the United States and Canada and recognized a $37.9 million and $12.1 million pre-tax gain on sale, respectively. See Note 11.
Added
The increase was due to revenues from acquisitions, increases in volume, higher copper pass-through pricing, and favorable currency translation of $49.1 million, $15.0 million, $9.1 million, and $2.4 million, respectively.
Removed
Loss on debt extinguishment decreased $6.4 million from 2022 to 2023 due to the debt refinancing that took place during 2022. The loss on debt extinguishment in 2022 represents the premium paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off.
Added
The increase is primarily due to the increase in earnings, partially offset by unfavorable changes in operating assets and liabilities. Receivables and inventories were both uses of cash in 2025 compared to sources of cash in 2024, primarily due to the increase in revenues in 2025.
Removed
See Note 16. Income from continuing operations before taxes decreased $31.6 million from 2022 to 2023 primarily due to the decrease in operating income discussed above.
Added
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. • Interest payments on long-term debt of $127.7 million, of which $44.2 million is due in 2026.
Removed
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. Use of Non-GAAP Financial Information Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow are non-GAAP financial measures.
Removed
Automation Solutions EBITDA increased $10.2 million in 2023 as compared to 2022 primarily as a result of favorable mix and manufacturing productivity. Accordingly, Adjusted EBITDA margins expanded to 20.7% from 19.7% in the year ago period.
Removed
The increase is primarily due to a $44.7 million improvement in operating assets and liabilities that was primarily driven by favorable changes in inventory. Inventory turns improved to 4.9 turns by the end of 2024 compared to 3.8 turns by the end of 2023.
Removed
We calculate inventory turns by dividing annualized cost of sales for the quarter by the inventory balance at the end of the quarter. Net cash from investing activities was a use of cash of $426.8 million for 2024 compared to $200.4 million for 2023.
Removed
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.
Removed
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. See Note 18, Income Taxes, to the consolidated financial statements for further information regarding income taxes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+0 added−0 removed13 unchanged
Biggest changePrincipal Amount by Expected Maturity Fair Value 2025 Thereafter Total (In thousands, except interest rates) €450.0 million fixed-rate senior subordinated notes due 2027 $ — $ 465,795 $ 465,795 $ 463,466 Average interest rate 3.375 % €350.0 million fixed-rate senior subordinated notes due 2028 $ — $ 362,285 $ 362,285 $ 362,285 Average interest rate 3.875 % €300.0 million fixed-rate senior subordinated notes due 2031 $ — $ 310,530 $ 310,530 $ 300,826 Average interest rate 3.375 % Total $ 1,138,610 $ 1,126,577 33 Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and cash equivalents and accounts receivable.
Biggest changePrincipal Amount by Expected Maturity Fair Value 2026 Thereafter Total (In thousands, except interest rates) €450.0 million fixed-rate senior subordinated notes due 2027 $ — $ 528,525 $ 528,525 $ 528,525 Average interest rate 3.375 % €350.0 million fixed-rate senior subordinated notes due 2028 $ — $ 411,075 $ 411,075 $ 411,589 Average interest rate 3.875 % €300.0 million fixed-rate senior subordinated notes due 2031 $ — $ 352,350 $ 352,350 $ 343,982 Average interest rate 3.375 % Total $ 1,291,950 $ 1,284,096 32 Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and cash equivalents and accounts receivable.
We did not have any foreign currency derivatives outstanding as of December 31, 2024. 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.
We did not have any foreign currency derivatives outstanding as of December 31, 2025. 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.
Interest Rate Risk We have occasionally managed our debt portfolio by using interest rate derivative instruments, such as swap agreements, to achieve an overall desired position of fixed and floating rates. We were not a party to any interest rate derivative instruments as of or for the years ended December 31, 2024 or 2023.
Interest Rate Risk We have occasionally managed our debt portfolio by using interest rate derivative instruments, such as swap agreements, to achieve an overall desired position of fixed and floating rates. We were not a party to any interest rate derivative instruments as of or for the years ended December 31, 2025 or 2024.
We do not generally use commodity price derivatives and did not have any outstanding at December 31, 2024 or 2023. The following table presents unconditional commodity purchase obligations outstanding as of December 31, 2024. The unconditional purchase obligations are expected to settle during 2025.
We do not generally use commodity price derivatives and did not have any outstanding at December 31, 2025 or 2024. The following table presents unconditional commodity purchase obligations outstanding as of December 31, 2025. The unconditional purchase obligations are expected to settle during 2026.
The following table provides information about our financial instruments that are sensitive to changes in interest rates. The following table presents principal amounts by expected maturity date and fair value as of December 31, 2024.
The following table provides information about our financial instruments that are sensitive to changes in interest rates. The following table presents principal amounts by expected maturity date and fair value as of December 31, 2025.
However, we designated euro debt issued by Belden Inc., a USD functional currency entity, as a net investment hedge of certain international subsidiaries. See Note 17 for further discussion.
However, we designated euro debt issued by Belden Inc., a USD functional currency entity, as a net investment hedge of certain international subsidiaries. See Note 16 for further discussion.
Although we do not obtain collateral or other security to support these financial instruments, we evaluate the credit standing of the counterparty financial institutions. As of December 31, 2024, we had $55.9 million in accounts receivable outstanding from our largest customer. This represented approximately 14% of our total accounts receivable outstanding at December 31, 2024.
Although we do not obtain collateral or other security to support these financial instruments, we evaluate the credit standing of the counterparty financial institutions. As of December 31, 2025, we had $26.0 million in accounts receivable outstanding from our largest customer. This represented approximately 6% of our total accounts receivable outstanding at December 31, 2025.
In 2024 and 2023, we recorded approximatel y $0.8 million and $1.8 million, respectively, of net foreign currency transaction losses. 32 Generally, the currency in which we sell our products is the same as the currency in which we incur the costs to manufacture our products, resulting in a natural hedge.
In 2025 and 2024, we recorded approximately $3.8 million and $0.8 million, respectively, of net foreign currency transaction losses. 31 Generally, the currency in which we sell our products is the same as the currency in which we incur the costs to manufacture our products, resulting in a natural hedge.
Outstanding receivable s are generally paid within thirty to sixty days of invoice receipt. 34
Outstanding receivables are generally paid within thirty to sixty days of invoice receipt. 33
Purchase Amount Fair Value (In thousands, except average price) Unconditional copper purchase obligations: Commitment volume in pounds 3,499 Weighted average price per pound $ 4.30 Commitment amounts $ 15,029 $ 13,947 We are also exposed to price risk related to our purchase of selected commodities derived from petrochemical feedstocks used in our products.
Purchase Amount Fair Value (In thousands, except average price) Unconditional copper purchase obligations: Commitment volume in pounds 1,728 Weighted average price per pound $ 5.18 Commitment amounts $ 8,951 $ 9,729 We are also exposed to price risk related to our purchase of selected commodities derived from petrochemical feedstocks used in our products.

Other BDC 10-K year-over-year comparisons