SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 27, 2015~~

October 2, 2016

Commission File No. 001-12561

_________________________________________________

(Exact name of registrant as specified in its charter)

_________________________________________________

CONDENSED CONSOLIDATED BALANCE SHEETS

     September 27, 2015        December 31, 2014
   (Unaudited)
   (In thousands)
ASSETS
Current assets:

Cash and cash equivalents
     $ 241,897            $ 741,162
Receivables, net
   403,436          379,777
Inventories, net
   210,088          228,398
Deferred income taxes
   20,727          22,157
Other current assets
   77,227          42,656




Total current assets
   953,375          1,414,150
Property, plant and equipment, less accumulated depreciation
   311,338          316,385
Goodwill
   1,406,593          943,374
Intangible assets, less accumulated amortization
   684,147          461,292
Deferred income taxes
   23,447          40,652
Other long-lived assets
   80,463          86,974




     $ 3,459,363            $ 3,262,827




LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accounts payable
     $ 209,656            $ 272,439
Accrued liabilities
   298,053          250,420
Current maturities of long-term debt
   2,500          2,500




Total current liabilities
   510,209          525,359
Long-term debt
   1,914,083          1,765,422
Postretirement benefits
   114,543          122,627
Deferred income taxes
   111,974          10,824
Other long-term liabilities
   35,400          31,409
Stockholders’ equity:

Preferred stock
   -          -
Common stock
   503          503
Additional paid-in capital
   601,914          595,389
Retained earnings
   632,044          621,896
Accumulated other comprehensive loss
   (58,519)         (46,031)
Treasury stock
   (402,788)         (364,571)




Total stockholders’ equity
   773,154          807,186




     $ 3,459,363            $ 3,262,827

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

~~-1-~~

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

   Three Months Ended    Nine Months Ended
     September 27, 2015      September 28, 2014    September 27, 2015    September 28, 2014
   (In thousands, except per share data)
Revenues
     $ 579,266            $ 610,774            $ 1,711,978          $ 1,699,355
Cost of sales
   (353,135)         (389,042)         (1,043,922)         (1,097,521)








Gross profit
   226,131          221,732          668,056          601,834
Selling, general and administrative expenses
   (128,140)         (119,104)         (396,883)         (359,854)
Research and development
   (38,168)         (30,444)         (110,999)         (82,633)
Amortization of intangibles
   (25,669)         (15,203)         (78,090)         (42,739)
Income from equity method investment
   348          1,030          1,459          3,240








Operating income
   34,502          58,011          83,543          119,848
Interest expense, net
   (25,416)         (21,497)         (74,031)         (58,259)








Income from continuing operations before taxes
   9,086          36,514          9,512          61,589
Income tax benefit (expense)
   5,725          (2,667)         7,340          (2,571)








Income from continuing operations
   14,811          33,847          16,852          59,018
Loss from discontinued operations, net of tax
   (242)         -          (242)         -
Loss from disposal of discontinued operations, net of tax
   -          -          (86)         (562)








Net income
     $ 14,569            $ 33,847            $ 16,524            $ 58,456








Weighted average number of common shares and equivalents:

Basic
   42,417          43,201          42,536          43,439
Diluted
   42,908          43,910          43,117          44,164
Basic income (loss) per share:

Continuing operations
     $ 0.35            $ 0.78            $ 0.40            $ 1.36
Discontinued operations
   (0.01)         -          (0.01)         -
Disposal of discontinued operations
   -          -          -          (0.01)








Net income
     $ 0.34            $ 0.78            $ 0.39            $ 1.35








Diluted income (loss) per share:

Continuing operations
     $ 0.35            $ 0.77            $ 0.39            $ 1.33
Discontinued operations
   (0.01)         -          (0.01)         -
Disposal of discontinued operations
   -          -          -          (0.01)








Net income
     $ 0.34            $ 0.77            $ 0.38            $ 1.32








Comprehensive income (loss)
     $ (9,803)           $ 30,783            $ 4,036            $ 57,958








Dividends declared per share
     $ 0.05            $ 0.05            $ 0.15            $ 0.15

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

~~-2-~~

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

   Nine Months Ended
     September 27, 2015        September 28, 2014
   (In thousands)
Cash flows from operating activities:

Net income
     $ 16,524            $ 58,456
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
   113,141          74,382
Share-based compensation
   13,814          14,236
Income from equity method investment
   (1,459)         (3,240)
Tax benefit related to share-based compensation
   (5,064)         (4,939)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:

Receivables
   (6,532)         (44,583)
Inventories
   7,979          4,188
Accounts payable
   (55,973)         (7,613)
Accrued liabilities
   29,354          (24,414)
Accrued taxes
   (23,884)         (13,818)
Other assets
   3,394          8,856
Other liabilities
   687          3,255




Net cash provided by operating activities
   91,981          64,766
Cash flows from investing activities:

Cash used to acquire businesses, net of cash acquired
   (695,345)         (313,065)
Capital expenditures
   (39,106)         (31,057)
Proceeds from disposal of tangible assets
   145          1,773
Proceeds from (payments for) disposal of business
   3,527          (956)




Net cash used for investing activities
   (730,779)         (343,305)
Cash flows from financing activities:

Borrowings under credit arrangements
   200,000          200,000
Tax benefit related to share-based compensation
   5,064          4,939
Debt issuance costs paid
   (643)         (6,572)
Payments under borrowing arrangements
   (1,250)         (1,250)
Cash dividends paid
   (6,386)         (6,540)
Proceeds (payments) from exercise of stock options, net of withholding tax payments
   (11,517)         (7,996)
Payments under share repurchase program
   (39,053)         (62,197)




Net cash provided by financing activities
   146,215          120,384
Effect of foreign currency exchange rate changes on cash and cash equivalents
   (6,682)         (6,047)




Decrease in cash and cash equivalents
   (499,265)         (164,202)
Cash and cash equivalents, beginning of period
   741,162          613,304




Cash and cash equivalents, end of period
     $ 241,897            $ 449,102

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

~~-3-~~

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

NINE MONTHS ENDED ~~SEPTEMBER 27, 2015~~

OCTOBER 2, 2016

(Unaudited)

                     Accumulated
         Additional             Other
   Common Stock    Paid-In    Retained    Treasury Stock    Comprehensive
     Shares        Amount        Capital        Earnings        Shares        Amount        Income (Loss)        Total
   (In thousands)
Balance at December 31, 2014
     50,335           $ 503           $ 595,389           $ 621,896           (7,871)         $ (364,571)         $ (46,031)         $ 807,186
Net income
   -         -         -         16,524         -         -         -         16,524
Foreign currency translation
   -         -         -         -         -         -         (15,056)       (15,056)
Adjustment to pension and postretirement liability, net of $1.6 million tax
   -         -         -         -         -         -         2,568         2,568


Other comprehensive loss, net of tax
                        (12,488)
Exercise of stock options, net of tax withholding forfeitures
   -         -         (5,947)       -         93         (101)       -         (6,048)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures
   -         -         (6,406)       -         113         937         -         (5,469)
Share repurchase program
   -         -         -         -         (698)       (39,053)       -         (39,053)
Share-based compensation
   -         -         18,878         -         -         -         -         18,878
Dividends ($0.15 per share)
   -         -         -         (6,376)       -         -         -         (6,376)
















Balance at September 27, 2015
     50,335           $ 503           $     601,914           $     632,044           (8,363)         $     (402,788)         $     (58,519)         $     773,154

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

~~-4-~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

Business Description

Fair Value Measurement

Cash and Cash Equivalents

Contingent Liabilities

Discontinued Operations

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million and recognized a pre-tax gain of $88.3 million ($44.8 million after-tax). At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. During 2013, we collected a partial settlement of $4.2 million from the escrow. During 2015, we agreed to a final settlement with the buyer of Trapeze regarding the escrow.

Current-Year Adoption of Accounting Pronouncements

Pending Adoption of Recent Accounting Pronouncements

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. The new standard will be effective for us beginning January 1, 2017. Early adoption is permitted. We are evaluating the effect that ASU 2016-16 will have on our consolidated financial statements and related disclosures.

Note 2: Acquisitions

~~Tripwire~~

We acquired 100% of the ~~outstanding ownership interest in Tripwire, Inc. (Tripwire)~~shares of M2FX Limited (M2FX) on January ~~2, 2015~~7, 2016 for a preliminary purchase price of ~~$703.2~~$18.9 million. ~~The~~Of the total purchase price, ~~was funded~~$3.3 million has been preliminarily deferred as estimated earn-out consideration. The estimated earn-out is scheduled to be paid in early 2017, if certain financial targets are achieved. We determined the estimated fair value of the earn-out with the assistance of a third party valuation specialist using a probability weighted discounted cash ~~on hand and $200.0 million of borrowings under our revolving credit agreement (see Note 8). Tripwire~~flow model. M2FX is a ~~leading global provider~~manufacturer of ~~advanced threat, security~~fiber optic cable and ~~compliance solutions. Tripwire’s~~fiber protective solutions ~~enable enterprises, service providers, manufacturers,~~for broadband access and ~~government agencies to detect, prevent, and respond to growing security threats. Tripwire~~telecommunications networks. M2FX is ~~headquartered~~located in ~~Portland, Oregon.~~the United Kingdom. The results of ~~Tripwire~~M2FX have been included in our Consolidated Financial Statements from January 2, 2015. We have determined that Tripwire is a reportable segment, Network Security Solutions. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed as of January 2, 2015 (in thousands).


~~Cash~~	$	~~2,364~~
~~Receivables~~		~~37,792~~
~~Inventories~~		~~603~~
~~Other current assets~~		~~2,822~~
~~Property, plant and equipment~~		~~10,339~~
~~Goodwill~~		~~478,000~~
~~Intangible assets~~		~~306,000~~
~~Other non-current assets~~		~~658~~

~~Total assets~~	$	~~838,578~~


~~Accounts payable~~	$	~~3,142~~
~~Accrued liabilities~~		~~11,482~~
~~Deferred revenue~~		~~8,000~~
~~Deferred income taxes~~		~~112,205~~
~~Other non-current liabilities~~		~~540~~

~~Total liabilities~~	$	~~135,369~~


~~Net assets~~	$	~~703,209~~

The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of ensuring our accounting policies are applied at Tripwire. The preliminary measurement of receivables; inventories; property, plant and equipment; goodwill; deferred income taxes; and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.

~~The fair value of acquired receivables is $37.8 million, with a gross contractual amount of $38.0 million. We do not expect to collect $0.2 million of the acquired receivables.~~

~~-8-~~

For purposes of the above allocation, we based our estimate of the fair value for the acquired intangible assets, property, plant and equipment, and deferred revenue on a valuation study performed by a third party valuation firm. We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation). To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the Tripwire acquisition primarily consist of an expanded product portfolio with network security solutions that can be marketed to our existing broadcast, enterprise, and industrial customers. We do not have tax basis in the goodwill, and therefore, the goodwill is not deductible for tax purposes. The intangible assets related to the acquisition consisted of the following:

     Estimated Fair
Value        Amortization
Period
   (In thousands)    (In years)
Intangible assets subject to amortization:

Developed technology
     $           210,000         5.8
Customer relationships
   56,000         15.0
Backlog
   3,000         1.0



Total intangible assets subject to amortization
   269,000



Intangible assets not subject to amortization:

Goodwill
   478,000
Trademarks
   31,000
In-process research and development
   6,000



Total intangible assets not subject to amortization
   515,000



Total intangible assets
     $ 784,000




Weighted average amortization period
      7.7

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

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely. In-process research and development assets are considered indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, we will make a determination of the useful life of the asset and begin amortizing the assets over that period. If the project is abandoned, we will write-off the asset at such time.

~~-9-~~

Our consolidated revenues and consolidated income from continuing operations before taxes for the three months ended September 27, 2015 included $30.5 million of revenues and a $10.6 million loss from continuing operations before taxes from Tripwire. Our consolidated revenues and consolidated income from continuing operations before taxes for the nine months ended September 27, 2015 included $74.5 million of revenues and a $46.3 million loss from continuing operations before taxes from Tripwire. Consolidated revenues in the three and nine months ended September 27, 2015 were negatively impacted by approximately $10.9 million and $43.6 million, respectively, due to the reduction of the acquired deferred revenue balance to fair value. Our consolidated income from continuing operations before taxes for the three months ended September 27, 2015 included $10.6 million of amortization of intangible assets. Our consolidated income from continuing operations before taxes for the nine months ended September 27, 2015 included $32.6 million of amortization of intangible assets and $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards.

~~The following table illustrates the unaudited pro forma effect on operating results as if the Tripwire acquisition had been completed as of January 1, 2014.~~

Three Months Ended Nine Months Ended
  September 27, 2015     September 28, 2014     September 27, 2015     September 28, 2014
(In thousands, except per share data)
(Unaudited)
Revenues
  $ 588,986      $ 638,353      $ 1,751,090      $ 1,760,018
Income from continuing operations
21,032    20,855    38,763    12,250
Diluted income per share from continuing operations
  $ 0.49      $ 0.47      $ 0.90      $ 0.28

For purposes of the pro forma disclosures, the three months ended September 28, 2014 includes nonrecurring expenses from the effects of purchase accounting, including amortization of the sales backlog intangible asset of $0.5 million. In addition, for purposes of the pro forma disclosures, the nine months ended September 28, 2014 includes nonrecurring expenses from the effects of purchase accounting, including the compensation expense from the accelerated vesting of acquiree stock compensation awards of $9.2 million and amortization of the sales backlog intangible asset of $2.5 million.

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

~~Coast Wire and Plastic Tech~~

We acquired 100% of the outstanding ownership interest in Coast Wire and Plastic Tech., LLC (Coast) on November 20, 2014 for cash of $36.0 million. Coast is a developer and manufacturer of customized wire and cable solutions used in high-end medical device, military and defense, and industrial applications. Coast is located in Carson, California. The results of Coast have been included in our Consolidated Financial Statements from November 20, 2014,7, 2016, and are reported within the ~~Industrial Connectivity~~Broadcast segment. The ~~Coast~~M2FX acquisition was not material to our financial position or results of operations.

~~ProSoft Technology, Inc.~~

We acquired 100% of the outstanding shares of ProSoft Technology, Inc. (ProSoft) on June 11, 2014 for cash of $104.1 million. ProSoft is a leading manufacturer of industrial networking products that translate between disparate automation systems, including the various protocols used by different automation vendors. The results of ProSoft have been included in our Consolidated Financial Statements from June 11, 2014, and are reported within the Industrial IT segment. ProSoft is headquartered in Bakersfield, California. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of June 11, 2014 (in thousands).

~~-10-~~


~~Cash~~	$	~~2,517~~
~~Receivables~~		~~5,894~~
~~Inventories~~		~~2,731~~
~~Other current assets~~		~~332~~
~~Property, plant and equipment~~		~~767~~
~~Goodwill~~		~~56,923~~
~~Intangible assets~~		~~40,800~~
~~Other non-current assets~~		~~622~~

~~Total assets~~	$	~~110,586~~


~~Accounts payable~~	$	~~2,544~~
~~Accrued liabilities~~		~~2,807~~
~~Other non-current liabilities~~		~~1,132~~

~~Total liabilities~~	$	~~6,483~~


~~Net assets~~	$	~~104,103~~

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. There were no significant changes to the final purchase price allocation presented in the table above as compared to the preliminary purchase price allocation as of December 31, 2014.

~~The fair value of acquired receivables is $5.9 million, with a gross contractual amount of $6.2 million. We do not expect to collect $0.3 million of the acquired receivables.~~

For purposes of the above allocation, we based our estimate of the fair value of the acquired inventory and intangible assets on a valuation study performed by a third party valuation firm. We have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the ProSoft acquisition primarily consist of expanded access to the Industrial IT market and channel partners. Our tax basis in the acquired goodwill is $56.9 million. The goodwill balance we recorded is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The intangible assets related to the acquisition consisted of the following:

~~-11-~~

   Fair Value    Amortization
Period
   (In thousands)    (In years)
Intangible assets subject to amortization:

Customer relationships
     $ 26,600         20.0
Developed technologies
   9,000         5.0
Trademarks
   5,000         5.0
Backlog
   200         0.3



Total intangible assets subject to amortization
   40,800



Intangible assets not subject to amortization:

Goodwill
   56,923



Total intangible assets not subject to amortization
   56,923



Total intangible assets
     $             97,723




Weighted average amortization period
                  14.8

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

Our consolidated revenues and consolidated income from continuing operations before taxes for the three months ended September 27, 2015 included $9.8 million and $0.4 million, respectively, from ProSoft. Our consolidated revenues and consolidated income from continuing operations before taxes for the nine months ended September 27, 2015 included $29.6 million and $4.6 million, respectively, from ProSoft. Included in our consolidated income from continuing operations before taxes for the three and nine months ended September 27, 2015 are $1.0 million and $3.1 million, respectively, of amortization of intangible assets.

~~Grass Valley~~

We acquired 100% of the outstanding ownership interest in Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 for cash of $218.2 million. Grass Valley is a leading provider of innovative technologies for the broadcast industry, including production switchers, cameras, servers, and editing solutions. Grass Valley is headquartered in Hillsboro, Oregon, with significant locations throughout the United States, Europe, and Asia. The results of Grass Valley have been included in our Consolidated Financial Statements from March 31, 2014, and are reported within the Broadcast segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of March 31, 2014 (in thousands).

~~-12-~~


~~Cash~~	$	~~9,451~~
~~Receivables~~		~~67,354~~
~~Inventories~~		~~18,593~~
~~Other current assets~~		~~4,172~~
~~Property, plant and equipment~~		~~22,460~~
~~Goodwill~~		~~131,070~~
~~Intangible assets~~		~~95,500~~
~~Other non-current assets~~		~~17,101~~

~~Total assets~~	$	~~365,701~~


~~Accounts payable~~	$	~~51,276~~
~~Accrued liabilities~~		~~62,672~~
~~Deferred revenue~~		~~14,000~~
~~Postretirement benefits~~		~~16,538~~
~~Deferred income taxes~~		~~1,827~~
~~Other non-current liabilities~~		~~1,199~~

~~Total liabilities~~	$	~~147,512~~


~~Net assets~~	$	~~218,189~~

~~The fair value of acquired receivables is $67.4 million, with a gross contractual amount of $77.2 million. We do not expect to collect $9.8 million of the acquired receivables.~~

For purposes of the above allocation, we based our estimate of the fair value of the acquired inventory, property, plant, and equipment, intangible assets, and deferred revenue on a valuation study performed by a third party valuation firm. We have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation). We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the Grass Valley acquisition primarily consist of cost savings from the ability to consolidate existing and acquired operating facilities and other support functions, as well as expanded access to the Broadcast market. Our estimated tax basis in the acquired goodwill is not significant. The intangible assets related to the acquisition consisted of the following:

~~-13-~~

   Fair Value    Amortization
Period
   (In thousands)    (In years)
Intangible assets subject to amortization:

Developed technologies
     $ 37,000         5.0
Customer relationships
   27,000         15.0
Backlog
   1,500         0.3



Total intangible assets subject to amortization
   65,500



Intangible assets not subject to amortization:

Goodwill
   131,070
Trademarks
   22,000
In-process research and development
   8,000



Total intangible assets not subject to amortization
   161,070



Total intangible assets
     $             226,570




Weighted average amortization period
                  9.0

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of customer turnover. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Our consolidated revenues and consolidated income from continuing operations before taxes for the three months ended September 27, 2015 included revenues of $70.1 million and income from continuing operations before taxes of $7.0 million from Grass Valley. Our consolidated revenues and consolidated income from continuing operations before taxes for the nine months ended September 27, 2015 included revenues of $164.6 million and a loss from continuing operations before taxes of $15.2 million, respectively, from Grass Valley. Included in our consolidated income from continuing operations before taxes for the three and nine months ended September 27, 2015 are $2.5 million and $7.6 million, respectively, of amortization of intangible assets. We also recognized certain severance, restructuring, and acquisition integration costs in the three and nine months ended September 27, 2015 related to Grass Valley. See Note 7.

~~The following table illustrates the unaudited pro forma effect on operating results as if the Grass Valley and ProSoft acquisitions had been completed as of January 1, 2013.~~

~~-14-~~

     Three Months Ended        Nine Months Ended
   September 28, 2014    September 28, 2014
   (In thousands, except per share data)
   (Unaudited)
Revenues
     $ 612,617         $ 1,790,876
Income from continuing operations
   36,036       49,645
Diluted income per share from continuing operations
     $ 0.82         $ 1.12

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

Note 3: Operating Segments

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

~~-16-~~

Three Months Ended Nine Months Ended
  September 27, 2015     September 28, 2014     September 27, 2015     September 28, 2014
(In thousands) (In thousands)
Total Segment Revenues
  $ 590,115        $ 613,131        $ 1,758,079        $ 1,706,492
Deferred revenue adjustments (1)
(10,849)    (2,357)    (46,101)    (7,137)

Consolidated Revenues
  $ 579,266        $ 610,774        $ 1,711,978        $ 1,699,355

Total Segment EBITDA
  $ 98,043        $ 96,285        $ 286,662        $ 259,154
Amortization of intangibles
(25,669)    (15,203)    (78,090)    (42,739)
Deferred gross profit adjustments (1)
(11,328)    (2,357)    (46,426)    (6,722)
Severance, restructuring, and acquisition integration costs (2)
(14,143)    (9,158)    (33,533)    (48,809)
Depreciation expense
(11,818)    (10,746)    (35,051)    (31,643)
Purchase accounting effects related to acquisitions (3)
-      (858)    (9,422)    (9,873)
Income from equity method investment
348      1,030      1,459      3,240
Eliminations
(931)    (982)    (2,056)    (2,760)

Consolidated operating income
34,502      58,011      83,543      119,848
Interest expense, net
(25,416)    (21,497)    (74,031)    (58,259)

Consolidated income from continuing operations before taxes
  $ 9,086        $ 36,514        $ 9,512        $ 61,589

(1) For both the three and nine months ended October 2, 2016 and September 27, 2015, both our consolidated revenues and gross profit were negatively impacted by the reduction of the acquired deferred revenue balance to fair value associated with our 2015 acquisition of Tripwire. ~~See Note 2,~~~~Acquisitions.~~

(2) See Note 7,Severance, Restructuring, and Acquisition Integration Activities,for details.

(3) For the nine months ended October 2, 2016, we recognized $0.2 million of cost of sales related to the adjustment of acquired inventory to fair value related to our acquisition of M2FX. For the nine months ended September 27, 2015, we recognized $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards associated with our acquisition of Tripwire. In addition, we recognized $0.3 million of cost of sales related to the adjustment of acquired inventory to fair value related to our acquisition of Coast. For the nine months ended September 28, 2014, we recognized $8.3 million of cost of sales related to the adjustment of acquired inventory to fair value for our acquisitions of Grass Valley and ProSoft. See Note 2,~~Acquisitions~~.

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

Three Months Ended Nine Months Ended
  September 27, 2015     September 28, 2014     September 27, 2015     September 28, 2014
(In thousands)
Numerator:

Income from continuing operations
  $ 14,811        $ 33,847        $ 16,852        $ 59,018
Loss from discontinued operations, net of tax
(242)    -      (242)    -
Loss from disposal of discontinued operations, net of tax
-      -      (86)    (562)

Net income
  $ 14,569        $ 33,847        $ 16,524        $ 58,456

Denominator:

Weighted average shares outstanding, basic
42,417      43,201      42,536      43,439
Effect of dilutive common stock equivalents
491      709      581      725

Weighted average shares outstanding, diluted
42,908      43,910      43,117      44,164

For the three and nine months ended October 2, 2016, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.5 million, respectively, and also do not include preferred shares that are convertible into 5.2 million and 1.7 million common shares, respectively, because to do so would have been anti-dilutive. For the three and nine months

ended September 27, 2015, diluted weighted average shares outstanding do not include outstanding equity awards of 0.5 million and 0.3 million, respectively, because to do so would have been anti-dilutive. For both the three and nine months ended September 28, 2014, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million, because to do so would have been anti-dilutive.

Note 6: Long-Lived Assets

~~Disposals~~

~~During~~

Depreciation and Amortization Expense

Note 7: Severance, Restructuring, and Acquisition Integration Activities

Industrial Restructuring Program

Both our Industrial Connectivity and Industrial IT segments have been negatively impacted by a decline in sales volume. Global demand for industrial products has been negatively impacted by the strengthened U.S. dollar and lower energy prices. Our customers have reduced capital spending in response to these conditions, and we expect these conditions to continue to negatively impact our industrial segments’ sales volume. In response to these industrial market conditions, we began to execute a restructuring program in the fourth quarter of 2015 to reduce our cost structure. We recognized $2.6 million and $8.4 million of severance and other restructuring costs for this program during the three and nine months ended October 2, 2016, respectively. We do not expect to incur any more restructuring costs for this program. We expect the restructuring program to generate approximately $18 million of savings on an annualized basis, which we began to realize in the first quarter of 2016.

Industrial Manufacturing Footprint Program

months ended October 2, 2016, respectively. The costs were incurred by the Enterprise and Industrial Connectivity segments, as the manufacturing locations involved in the program serve both platforms. We expect to incur approximately $5 million and $15 million of additional severance and other restructuring costs for this program in 2016 and 2017, respectively. We expect the program to generate approximately $10 million of savings on an annualized basis, beginning in the second half of 2017.

Grass Valley Restructuring Program

Our Broadcast segment’s Grass Valley brand was negatively impacted by a decline in global demand of broadcast technology infrastructure products. Outside of the U.S., demand for these products was impacted by the relative price increase of products due to the strengthened U.S. dollar as well as the impact of weaker economic conditions which have resulted in lower capital spending. Within the U.S., demand for these products was impacted by deferred capital spending. We believe broadcast customers have deferred their capital spending as they navigate through a number of important industry transitions and a changing media landscape. In response to these broadcast market conditions, we began to execute a restructuring program beginning in the third quarter of 2015 to further reduce our cost structure. We recognized $0.1 million and $5.1 million of severance and other restructuring costs for this program during the three and nine months ended October 2, 2016, respectively. We expect to incur approximately $1 million of additional severance and other restructuring costs for this program in the fourth quarter of 2016. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, which we began to realize in the fourth quarter of 2015.

Productivity Improvement Program and Acquisition Integration

In 2014, we began a productivity improvement program and the integration of our acquisition of Grass Valley. The productivity improvement program focused on improving the productivity of our sales, marketing, finance, and human resources functions relative to our peers. The majority of the costs for the productivity improvement program related to the Industrial Connectivity, Enterprise, and Industrial IT segments. The restructuring and integration activities related to our acquisition of Grass Valley focused on achieving desired cost savings by consolidating existing and acquired operating facilities and other support functions. ~~The Grass Valley costs relate to our Broadcast segment.~~ We substantially completed the productivity improvement program and the acquisition integration activities in ~~the second fiscal quarter of~~ 2015.

~~-18-~~

~~Grass Valley Restructuring Program~~

Our Broadcast segment has been negatively impacted by a decline in sales volume for our broadcast technology infrastructure products sold by our Grass Valley brand. Outside of the U.S., demand for these products has been impacted by the relative price increase of our products due to the strengthened U.S. dollar as well as the impact of lower energy prices, which result in lower capital spending. Within the U.S., demand for these products has been impacted by deferred capital spending. We believe broadcast customers have deferred their capital spending as they navigate through a number of important industry transitions and a changing media landscape. In response to these current broadcast market conditions, we began to execute a restructuring program beginning in the third fiscal quarter of 2015 to further reduce our cost structure. We recognized approximately $14.0 million of severance and other restructuring costs for this program for both the three and nine months ended ~~September 27, 2015. We expect to incur approximately $16~~October 2, 2016, we recognized $0.1 million and $1.1 million of ~~additional severance and other restructuring~~ costs, ~~for this program, the majority~~respectively, primarily related to our 2016 acquisition of which will be incurred in the fourth fiscal quarter of 2015. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, which we will begin to realize in the fourth fiscal quarter of 2015.

M2FX.

The table below sets forth ~~severance~~the activity that occurred for the ~~three significant~~ programs described ~~above.~~above with significant severance costs. The balances are included in accrued liabilities.

   Productivity
  Improvement
Program    Grass
Valley
  Integration      Grass
Valley
  Restructuring
   (In thousands)
Balance at December 31, 2014
     $ 7,141            $ 5,579            $ -
New charges
   887          2,165          -
Cash payments
   (1,455)       (2,370)       -
Foreign currency translation
   (408)       (302)       -
Other adjustments
   (170)       -       -






Balance at March 29, 2015
     $ 5,995            $ 5,072            $ -






New charges
   22          -          -
Cash payments
   (1,268)       (1,709)       -
Foreign currency translation
   97          10          -
Other adjustments
   -          (1,590)       -






Balance at June 28, 2015
     $ 4,846            $ 1,783            $ -






New charges
   99          -          11,978
Cash payments
   (987)       (946)       (755)
Foreign currency translation
   (29)       -          -






Balance at September 27, 2015
     $ 3,929            $ 837            $ 11,223

Note 8: Long-Term Debt and Other Borrowing Arrangements

Revolving Credit Agreement due 2018

Variable Rate Term Loan due 2020

Senior Subordinated Notes

~~In June 2014, we issued~~

Fair Value of Long-Term Debt

Note 9: Income Taxes

The tax benefits described above for the nine months ended October 2, 2016 were partially offset by a $2.7 million tax expense to record a liability for uncertain tax positions in one of our foreign jurisdictions.

Note 10: Pension and Other Postretirement Obligations

Note 11: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows:

     Foreign Currency
Translation
Component      Pension and Other
Postretirement
Benefit Plans    Accumulated
  Other Comprehensive
Income (Loss)
   (In thousands)
Balance at December 31, 2014
     $ (2,591)         $ (43,440)         $ (46,031)
Other comprehensive loss before reclassifications
   (15,056)       -         (15,056)
Amounts reclassified from accumulated other comprehensive income
   -         2,568         2,568






Net current period other comprehensive income (loss)
   (15,056)       2,568         (12,488)






Balance at September 27, 2015
     $ (17,647)         $ (40,872)         $ (58,519)

~~-23-~~

Comprehensive Income

Consolidated Statements

Comprehensive Income

Note 12: ~~Share Repurchases~~

InPreferred Stock

Note 13: Subsequent Events

On July 5, 2011, our wholly-owned subsidiary, PPC Broadband, Inc. (PPC), filed an ~~aggregate cost~~action for patent infringement against Corning Optical Communications RF LLC (Corning). The Complaint alleged that Corning infringed two of ~~$39.1 million~~PPC’s patents. On July 23, 2015, a jury found that Corning willfully infringed both patents and ~~an average price per share of $55.95. The repurchase activities~~awarded damages in the ~~three months ended September 27, 2015 utilized all remaining authorized~~amount of $23.9 million. On November 3, 2016, following a series of post-trial motions, the trial judge issued a ruling granting us enhanced damages of $47.7 million plus a yet-to-be-determined amount of pre-judgment interest. We have not recorded any amounts ~~under~~in our consolidated financial statements related to this matter, as Corning may appeal the share repurchase program. On a cumulative basis since inception of the program in 2011, we have repurchased 7.4 million shares of our common stock under the program for an aggregate cost of $350.0 million and an average price of $47.43.

~~-24-~~

ruling.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Market Growth and Market Share

The broadcast, enterprise, industrial, and network security markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players. Based on available data for our served markets, we estimate that our market shares range from approximately 5%— - 20%. A substantial acquisition in one of our served markets would be necessary to meaningfully change our estimated market share percentage. We monitor available data regarding market growth, including independent market research reports, publicly available indices, and the financial results of our direct and indirect peer companies, in order to estimate the extent to which our served markets grew or contracted during a particular period. We expect that our unit sales volume will increase or decrease consistently with the market growth rate. Our strategic goal is to utilize our Market Delivery System to target faster growing geographies, applications, and trends within our end markets, in order to achieve growth that is higher than the general market growth rate. To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.

Operating Segments

Long-Term Debt and Equity

Productivity Improvement Programs

Industrial Restructuring Program

Industrial Manufacturing Footprint Program

In further response to the industrial market conditions described above, in the first quarter of 2016 we began a program to further consolidate our manufacturing footprint. The manufacturing consolidation is expected to be completed by the end of 2017. We recognized $10.0 million and $12.5 million of severance and other restructuring costs for this program during the three and nine months ended October 2, 2016, respectively. The costs were incurred by the Enterprise and Industrial Connectivity segments, as the manufacturing locations involved in the program serve both platforms. We expect to incur approximately $5 million and $15 million of additional severance and other restructuring costs for this program in 2016 and 2017, respectively. We expect the program to generate approximately $10 million of savings on an annualized basis, beginning in the second half of 2017.

Grass Valley Restructuring Program

Our Broadcast ~~segments,~~segment’s Grass Valley brand was negatively impacted by a decline in global demand of broadcast technology infrastructure products. Outside of the U.S., demand for these products was impacted by the relative price increase of products due to the strengthened U.S. dollar as well as the impact of weaker economic conditions which have resulted in lower capital spending. Within the U.S., demand for these products was impacted by deferred capital spending. We believe broadcast customers have deferred their capital spending as they navigate through a number of important industry transitions and a changing media landscape. In response to these broadcast market conditions, we began to execute a restructuring program beginning in the third quarter of 2015 to further reduce our cost structure. We recognized $0.1 million and $5.1 million of severance and other restructuring costs for this program during the three and nine months ended October 2, 2016, respectively.

We expect to incur approximately $1 million of additional severance and other restructuring costs for this program in the fourth quarter of 2016. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, which we began to realize in the fourth quarter of 2015.

Productivity Improvement Program and Acquisition Integration

In 2014, we began a productivity improvement program and the integration of our acquisition of Grass Valley. The productivity improvement program focused on improving the productivity of our sales, marketing, finance, and human resources functions relative to our peers. The majority of the costs for the productivity improvement program related to the Industrial Connectivity, Enterprise, and Industrial IT segments. ~~We expected the productivity improvement program to reduce our operating expenses by approximately $18 million on an annualized basis, and we are substantially realizing such benefits.~~ The restructuring and integration activities related to our acquisition of Grass Valley focused on achieving desired cost savings by consolidating existing and acquired operating facilities and other support functions. ~~The Grass Valley costs related to our Broadcast segment.~~ We substantially completed the productivity improvement program and the acquisition integration activities in ~~the second fiscal quarter of~~ 2015.

In the three and nine months ended September 27, 2015, ~~and September 28, 2014,~~ we recorded severance, restructuring, and integration costs of $0.1 million and ~~$9.2~~$19.5 million, respectively, related to these two significant programs, as well as other cost reduction actions and the integration of our acquisitions of ProSoft, Coast, and Tripwire. We recorded $19.5 million and $48.8 million of such costs in the nine months ended September 27, 2015 and September 28, 2014, respectively. The other restructuring and integration costs primarily consisted of costs of integrating manufacturing operations, such as relocating inventory on a global basis, retention bonuses, relocation, travel, reserves for inventory obsolescence as a result of product line integration, costs to consolidate operating and support facilities, and other costs.

~~Grass Valley Restructuring Program~~

~~-26-~~

~~approximately $14.0 million of severance and other restructuring costs for this program for both~~ the three and nine months ended ~~September 27, 2015. We expect to incur approximately $16~~October 2, 2016, we recognized $0.1 million and $1.1 million of ~~additional severance~~costs, respectively, primarily related to our 2016 acquisition of M2FX.

United Kingdom Referendum

Off-Balance Sheet Arrangements

Critical Accounting Policies

Results of Operations

Consolidated Income from Continuing Operations before Taxes

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Revenues
$ 579,266      $ 610,774      -5.2%    $ 1,711,978      $ 1,699,355      0.7%
Gross profit
226,131      221,732      2.0%    668,056      601,834      11.0%
Selling, general and administrative expenses
128,140      119,104      7.6%    396,883      359,854      10.3%
Research and development
38,168      30,444      25.4%    110,999      82,633      34.3%
Amortization of intangibles
25,669      15,203      68.8%    78,090      42,739      82.7%
Operating income
34,502      58,011      -40.5%    83,543      119,848      -30.3%
Interest expense, net
25,416      21,497      18.2%    74,031      58,259      27.1%
Income from continuing operations before taxes
9,086      36,514      -75.1%    9,512      61,589      -84.6%

Revenues ~~decreased~~increased in the three ~~months ended September 27, 2015~~ and ~~increased in the~~ nine months ended ~~September 27, 2015~~October 2, 2016 from the comparable periods of ~~2014~~2015 due to the following factors:

~~Acquisitions contributed $34.9 million and $159.8 million of revenues, respectively.~~

Unfavorable currency translation, primarily due to the strengthened U.S. dollar compared to the euro and the Canadian dollar, resulted in revenue decreases of $36.5 million and $103.2 million, respectively.

~~Decreases~~Increases in unit sales volume resulted in ~~decreases~~increases in revenues of ~~$16.5~~$25.0 million and ~~$16.0~~$66.0 million, respectively. ~~Soft demand for~~Volume growth was the strongest in our broadcast ~~infrastructure~~ and ~~industrial products was partially offset by strong demand for our~~ enterprise markets.

Acquisitions contributed $1.8 million and ~~broadband connectivity products. From a geographic perspective, weakness in China, Europe, and Latin America was partially offset by strength in the U.S. and Canada.~~

$5.4 million of revenues, respectively.

Lower copper costs resulted in revenue decreases of ~~$13.4~~$4.1 million and ~~$28.0~~$26.1 million, respectively.

~~Gross profit for the three and nine months ended September 27, 2015 included $3.2 million and $6.3 million, respectively,~~

Unfavorable currency translation resulted in revenue decreases of severance, restructuring, and acquisition integration costs. Gross profit for the nine months ended September 27, 2015 also included $0.3 million of cost of sales arising from the adjustment of inventory to fair value related to our acquisition of Coast. Gross profit for the three and nine months ended September 28, 2014 included $5.3 million and $13.3 million, respectively, of severance, restructuring, and integration costs, and $0.9 million and ~~$8.3~~$13.1 million, ~~respectively, of cost of sales arising from the adjustment of inventory to fair value related to our acquisitions of Grass Valley and ProSoft.~~

~~Excluding these costs, gross~~respectively.

Gross profit ~~for the three and nine months ended September 27, 2015~~ increased ~~by $1.4 million and $51.3 million from the comparable periods of 2014, respectively, primarily due to acquisitions. Acquisitions contributed $26.7 million and $98.6 million of gross profit~~ in the three and nine months ended ~~September 27,~~October 2, 2016 from the comparable periods of 2015 ~~respectively. The gross profit from acquisitions was partially offset by~~due to the ~~impact of the decline~~increases in sales volume noted above and ~~unfavorable product mix, particularly~~improved productivity as a result of our restructuring actions. The increases in ~~the Broadcast segment. Additionally, unfavorable currency translation reduced~~productivity and sales volume that led to increases in gross profit ~~by $12.3 million~~were most notable in our Broadcast and ~~$37.8 million, respectively.~~

Enterprise segments.

Selling, general and administrative expenses ~~increased by $9.0 million~~decreased in the three months ended ~~September 27, 2015~~October 2, 2016 from the comparable period of ~~2014~~2015 primarily due to improved productivity as a result of our ~~acquisitions. Acquisitions contributed $15.8~~restructuring actions. Additionally, favorable currency translation resulted in a $0.7 million ~~of selling, general, and administrative expenses~~decrease in ~~the three months ended September 27, 2015. Additionally,~~expense. These factors were partially offset by a $0.6 million increase in severance, restructuring and acquisition integration ~~costs increased by $6.7 million. These increases were partially offset by favorable currency translation of $8.5 million and improved productivity of $5.0 million.~~

costs.

Selling, general and administrative expenses ~~increased by $37.0 million~~decreased in the nine months ended ~~September 27, 2015~~October 2, 2016 from the comparable period of ~~2014~~2015 primarily due to ~~our acquisitions. Acquisitions contributed $70.8 million of selling, general, and administrative expenses in the nine months ended September 27, 2015. We also recognized~~ $9.2 million of compensation expense that we recognized in the prior year as a result of accelerating the vesting of certain acquiree equity awards at the closing of the Tripwire ~~acquisition~~acquisition. In addition, favorable currency translation resulted in a $4.3 million decrease in selling, general and administrative expenses. The remaining decrease was due to improved productivity from our restructuring actions.

Operating income increased in both the three and nine months ended ~~September 27, 2015. These~~October 2, 2016 from the comparable periods of 2015 primarily due to the increases ~~were partially offset by a decrease~~ in ~~severance, restructuring,~~gross profit and ~~acquisition integration costs of $8.7 million. In addition,~~decreases in selling, general and administrative expenses ~~decreased~~discussed above. Favorable currency translation contributed $0.9 million and $6.4 million of the increase in operating income, respectively.

Income before taxes increased in both the three and nine months ended October 2, 2016 from the comparable periods of 2015 primarily due to ~~favorable currency translation~~the increases in operating income discussed above.

Income Taxes



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Income from continuing operations before taxes	$	38,467		$	9,086		323.4	%	$	93,227		$	9,512		880.1	%
Income tax benefit (expense)	(2,902		)	5,725			(150.7	)%	513			7,340			(93.0	)%
Effective tax rate	7.5		%	(63.0		)%			(0.6		)%	(77.2		)%

We recognized income tax expense of ~~$19.8~~$2.9 million for the three months ended October 2, 2016, representing an effective tax rate of 7.5% . We recognized an income tax benefit of $0.5 million for the nine months ended October 2, 2016, representing an effective tax rate of (0.6%). The effective tax rates were impacted by the following significant factors:

We recognized $2.9 million and ~~improved productivity~~$11.0 million of ~~$14.5 million.~~

~~-28-~~

~~Research and development expenses increased~~tax benefit in the three and nine months ended ~~September 27, 2015~~October 2, 2016, respectively, as the result of securing a significant tax deduction for a foreign currency loss by implementing several transactions related to our international tax structure.

We also recognized a $7.0 million tax benefit in the nine months ended October 2, 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. As part of an implemented tax planning strategy, we secured a Private Letter Ruling from the ~~comparable periods of 2014 primarily due~~Internal Revenue Service that effectively increased the tax basis in the acquired assets to ~~our acquisitions. Acquisitions contributed $8.7 million~~the full fair value. Accordingly, a book-tax difference was eliminated, and ~~$34.0 million of research and development expenses~~we reversed deferred tax liabilities previously recorded, resulting in the tax benefit.

In the three and nine months ended ~~September 27, 2015, respectively. These increases~~October 2, 2016, we recognized tax benefits of $2.2 million and $6.0 million, respectively, as a result of reducing a deferred tax valuation allowance related to net operating loss carryforwards in a foreign jurisdiction. Based on certain restructuring transactions in the nine months ended October 2, 2016, the net operating loss carryforwards are expected to be realizable.

The tax benefits described above for the nine months ended October 2, 2016 were partially offset by ~~favorable currency translation~~a $2.7 million tax expense to record a liability for uncertain tax positions in one of ~~$2.4 million and $7.2 million, respectively. Research and development expenses also decreased due to improved productivity as a result of completed restructuring actions.~~

~~Amortization of intangibles increased in the three and nine months ended September 27, 2015 from the comparable periods of 2014 due to~~ our acquisitions. Acquisitions contributed $11.2 million and $38.8 million of amortization of intangibles in the three and nine months ended September 27, 2015, respectively. The increases were partially offset by favorable currency translation.

Operating income decreased in the three and nine months ended September 27, 2015 from the comparable periods of 2014 due to the increases in selling, general, and administrative expenses, research and development expenses, and amortization of intangibles discussed above, partially offset by the increases in gross profit.

~~Interest expense increased in the three and nine months ended September 27, 2015 from the comparable periods of 2014 due to the increase in our long-term debt balance as compared to the prior year.~~

Income from continuing operations before taxes decreased in the three and nine months ended September 27, 2015 from the comparable periods of 2014 due to the decreases in operating income and increases in interest expense discussed above.

~~Income Taxes~~

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Income from continuing operations before taxes
$ 9,086    $ 36,514      -75.1%    $ 9,512    $ 61,589      -84.6%
Income tax benefit (expense)
5,725    (2,667)    -314.7%    7,340    (2,571)    -385.5%
Effective tax rate
-63.0%    7.3%      -77.2%    4.2%

foreign jurisdictions.

We recognized income tax benefits of $5.7 million and $7.3 million for the three and nine months ended September 27, 2015, respectively, representing effective tax rates of (63.0%) and (77.2%), respectively. Our full year forecasted effective tax rate on full year forecasted pre-tax income is a negative rate (an income tax benefit) as a result of implemented tax planning strategies. The tax benefit stems from being able to recognize a significant balance of foreign tax credits related to one of our foreign jurisdictions. In addition, aA significant factor impacting the income tax benefit for the nine months ended September 27, 2015 was the recognition of a $1.5 million tax benefit as a result of reducing a deferred tax asset valuation allowance related to a capital loss carryforward. Based on transactions in the nine months ended September 27, 2015, the capital loss carryforward ~~has become~~became fully realizable.

In addition, our effective tax rate in 2015 benefited from a tax planning strategy that allowed us to recognize a significant balance of foreign tax credits related to one of our foreign jurisdictions.

Our income tax expense was also impacted by foreign tax rate differences. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income from continuing operations before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively. Foreign tax rate differences reduced our income tax expense by approximately ~~$2.0~~$9.0 million and ~~$9.7~~$2.0 million for the nine months ended October 2, 2016 and September 27, 2015, ~~and September 28, 2014,~~ respectively.

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.

~~-29-~~

Consolidated Adjusted Revenues and Adjusted EBITDA

Three Months Ended % Nine Months Ended %
  September 27, 2015     September 28, 2014     Change     September 27, 2015     September 28, 2014     Change
(In thousands, except percentages)
Adjusted Revenues
  $ 590,115        $ 613,131      -3.8%      $ 1,758,079        $ 1,706,492      3.0%
Adjusted EBITDA
97,460      96,333      1.2%    286,065      259,634      10.2%
as a percent of adjusted revenues
16.5%      15.7%      16.3%      15.2%



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Adjusted Revenues	$	602,468		$	590,115		2.1	%	$	1,749,649		$	1,758,079		(0.5	)%
Adjusted EBITDA	111,545			97,460			14.5	%	308,720			286,065			7.9	%
as a percent of adjusted revenues	18.5		%	16.5		%			17.6		%	16.3		%

Adjusted Revenues ~~decreased~~increased in the three months ended ~~September 27, 2015~~October 2, 2016 and ~~increased~~decreased in the nine months ended ~~September 27, 2015~~October 2, 2016 from the comparable periods of ~~2014~~2015 due to the following factors:

~~Acquisitions contributed $45.8 million and $205.8 million of revenues, respectively.~~

Unfavorable currency translation, primarily due to the strengthening U.S. dollar compared to the euro and the Canadian dollar, resulted in revenue decreases of $36.5 million and $103.2 million, respectively.

~~Decreases~~Increases in unit sales volume resulted in ~~decreases~~increases in revenues of ~~$18.9~~$15.6 million and ~~$23.0~~$25.4 million, respectively. ~~Soft demand for~~Volume growth was the strongest in our broadcast ~~infrastructure~~ and ~~industrial products was partially offset by strong demand for our~~ enterprise markets.

The acquisition of M2FX contributed $1.8 million and ~~broadband connectivity products. From a geographic perspective, weakness in China, Europe, and Latin America was partially offset by strength in the U.S. and Canada.~~

$5.4 million of revenues, respectively.

Lower copper costs resulted in revenue decreases of ~~$13.4~~$4.1 million and ~~$28.0~~$26.1 million, respectively.

Unfavorable currency translation resulted in revenue decreases of $0.9 million and $13.1 million, respectively.

Adjusted EBITDA increased in the three and nine months ended ~~September 27, 2015~~October 2, 2016 from the comparable periods of ~~2014~~2015 primarily due to ~~acquisitions, which contributed $14.4 million and $43.6 million of Adjusted EBITDA, respectively. In addition, Adjusted~~leverage on higher sales volume, as discussed above. Additionally, adjusted EBITDA increased due to improved productivity as a result of our ~~recently completed~~ restructuring ~~activities. These factors were partially offset by the impact of the declines in unit sales volume discussed above, as well as unfavorable product mix.~~actions. Further, ~~unfavorable~~favorable currency translation resulted in ~~decreases~~increases in Adjusted EBITDA of ~~$2.2~~$1.5 million and ~~$13.1~~$4.3 million, respectively.

Accordingly, EBITDA margins for the three and nine months ended October 2, 2016 expanded to 18.5% and 17.6%, respectively.

Use of Non-GAAP Financial Information

Adjusted Revenues and Adjusted EBITDA are non-GAAP financial measures. In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide ~~these~~ non-GAAP operating results adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value and transaction costs; ~~revenue and cost of sales deferrals for certain acquired product lines subject to software revenue recognition accounting requirements;~~ severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; ~~depreciation expense;~~ gains (losses) on debt extinguishment; discontinued operations; and other costs. We adjust for the items listed above in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for the purchase accounting effect of recording deferred revenue at fair value in order to reflect the revenues that would have otherwise been recorded by acquired businesses had they remained as independent entities. We believe this presentation is useful in evaluating the underlying performance of acquired companies. Similarly, we adjust for other acquisition-related expenses, such as amortization of intangibles and other impacts of fair value adjustments because they generally are not related to the acquired business’ core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United ~~States and may not be comparable to similarly titled measures presented by other companies.~~States. The following tables reconcile our GAAP results to our non-GAAP financial ~~measures to our GAAP results:~~

~~-30-~~

Three Months Ended Nine Months Ended
September 27, 2015 September 28, 2014 September 27, 2015 September 28, 2014
(In thousands, except percentages)
GAAP revenues
$ 579,266    $ 610,774    $ 1,711,978    $ 1,699,355
Deferred revenue adjustments (1)
10,849    2,357    46,101    7,137

Adjusted revenues
$ 590,115    $ 613,131    $ 1,758,079    $ 1,706,492

GAAP operating income
$ 34,502    $ 58,011    $ 83,543    $ 119,848
Amortization of intangible assets
25,669    15,203    78,090    42,739
Severance, restructuring, and acquisition integration costs (2)
14,143    9,158    33,533    48,809
Deferred gross profit adjustments (1)
11,328    2,357    46,426    6,722
Purchase accounting effects related to acquisitions (3)
-       858    9,422    9,873
Depreciation expense
11,818    10,746    35,051    31,643

Adjusted EBITDA
$ 97,460    $ 96,333    $ 286,065    $ 259,634

GAAP operating income margin
6.0%    9.5%    4.9%    7.1%
Adjusted EBITDA margin
16.5%    15.7%    16.3%    15.2%

measures:



	Three Months Ended						Nine Months Ended
	October 2, 2016			September 27, 2015			October 2, 2016			September 27, 2015

	(In thousands, except percentages)
GAAP revenues	$	601,109		$	579,266		$	1,744,237		$	1,711,978
Deferred revenue adjustments (1)	1,359			10,849			5,412			46,101
Adjusted revenues	$	602,468		$	590,115		$	1,749,649		$	1,758,079
GAAP net income attributable to Belden	$	35,653		$	14,569		$	94,026		$	16,524
Interest expense, net	23,513			25,416			71,958			74,031
Loss from discontinued operations	—			242			—			242
Loss from disposal of discontinued operations	—			—			—			86
Noncontrolling interest	(88		)	—			(286		)	—
Income tax expense (benefit)	2,902			(5,725		)	(513		)	(7,340		)
Amortization of intangible assets	23,808			25,669			75,603			78,090
Deferred gross profit adjustments (1)	1,359			11,328			5,412			46,426
Severance, restructuring, and acquisition integration costs (2)	12,795			14,143			27,072			33,533
Purchase accounting effects related to acquisitions (3)	—			—			195			9,422
Depreciation expense	11,603			11,818			35,253			35,051
Adjusted EBITDA	$	111,545		$	97,460		$	308,720		$	286,065
GAAP net income margin	5.9		%	2.5		%	5.4		%	1.0		%
Adjusted EBITDA margin	18.5		%	16.5		%	17.6		%	16.3		%

(1) For both the nine months ended October 2, 2016 and September 27, 2015, both our consolidated revenues and gross profit were negatively impacted by the reduction of the acquired deferred revenue balance to fair value associated with our 2015 acquisition of Tripwire. ~~See Note 2 to the Condensed Consolidated Financial Statements,~~~~Acquisitions~~.

(2) See Note 7 to the Condensed Consolidated Financial Statements,Severance, Restructuring, and Acquisition Integration Activities,for details.

Segment Results of Operations

For additional information regarding our segment measures, see Note 3 to the Condensed Consolidated Financial Statements.

Broadcast Solutions

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Segment Revenues
$ 228,097    $ 256,587    -11.1%    $ 661,098    $ 675,350    -2.1%
Segment EBITDA
34,880    38,450    -9.3%    95,726    95,939    -0.2%
as a percent of segment revenues
15.3%    15.0%    14.5%    14.2%



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Segment Revenues	$	196,173		$	186,722		5.1	%	$	560,966		$	538,145		4.2	%
Segment EBITDA	36,545			27,369			33.5	%	89,317			73,374			21.7	%
as a percent of segment revenues	18.6		%	14.7		%			15.9		%	13.6		%

Broadcast revenues ~~decreased~~increased in both the three and nine months ended October 2, 2016 from the comparable periods of 2015 due to increases in unit sales volume of $8.4 million and $22.2 million, respectively. Sales of our broadcast infrastructure products benefited from a more stable U.S. dollar as well as increased domestic advertising spending by broadcasters and their customers. The increase in volume was most notable outside of the United States. Sales of our broadband connectivity products benefited from continued capital investments by our customers to meet consumer demand for increased bandwidth. The acquisition of M2FX contributed $1.8 million and $5.4 million of revenues, respectively. These factors were partially offset by unfavorable currency translation, which resulted in decreases in revenues of $0.7 million and $4.7 million, respectively.

Broadcast EBITDA increased in the three and nine months ended ~~September 27, 2015~~October 2, 2016 from the comparable periods of 2014 due to decreases in unit sales volume of $16.1 million and $37.9 million, respectively. The decrease in volume related to our broadcast technology infrastructure products sold by our Grass Valley brand. The decrease in volume for these products was most significant outside of the U.S., due to the the relative price increase of our products from the strengthened U.S. dollar as well as the impact of lower energy prices, which result in lower capital spending. Within the U.S., volume for these products was negatively impacted by deferred capital spending. We believe broadcast customers have deferred their capital spending as they navigate through a number of important industry transitions and a changing media landscape. The decline in volume for broadcast infrastructure products has been partially offset by strong demand for our broadband connectivity products, sold by our PPC brand. In addition, unfavorable currency translation resulted in revenue decreases of $10.5 million and $25.8 million, respectively. Lower copper costs resulted in decreases in revenues of $1.9 million and $3.9 million, respectively. Acquisitions contributed $53.3 million of revenues in the nine months ended September 27, 2015.

~~Broadcast EBITDA decreased in the three and nine months ended September 27,~~ 2015 ~~from the comparable periods of 2014~~ primarily due to leverage on the ~~declines~~increases in revenues as discussed above. ~~In addition, Broadcast~~Additionally, EBITDA ~~decreased~~increased due to ~~unfavorable product mix. These factors were partially offset by~~ improved productivity as a result of our ~~recently completed~~ restructuring actions and acquisition integration activities. Accordingly, Broadcast EBITDA margins increased to ~~15.3%~~18.6% and ~~14.5%~~15.9% for the three and nine months ended ~~September 27, 2015,~~October 2, 2016, respectively.

~~-31-~~

Enterprise Connectivity Solutions

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Segment Revenues
$ 113,773    $ 115,349    -1.4%    $ 335,803    $ 345,015    -2.7%
Segment EBITDA
18,232    17,730    2.8%    53,214    51,572    3.2%
as a percent of segment revenues
16.0%    15.4%    15.8%    14.9%



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Segment Revenues	$	156,658		$	155,148		1.0	%	$	452,951		$	458,756		(1.3	)%
Segment EBITDA	27,294			25,705			6.2	%	80,605			75,506			6.8	%
as a percent of segment revenues	17.4		%	16.6		%			17.8		%	16.5		%

Enterprise Connectivity revenues increased in the three months ended October 2, 2016 from the comparable period of 2015 due to increases in unit sales volume, which contributed $4.1 million to the increase in revenues. We believe sales volume benefited from market share gains due to the execution of our Market Delivery System. Revenue growth was most notable in the U.S., Canada, and Asia. The growth in volume was partially offset by lower copper costs and unfavorable currency translation of $2.1 million and $0.5 million, respectively.

Enterprise Connectivity revenues decreased in the nine months ended October 2, 2016 from the comparable period of 2015. Lower copper costs and unfavorable currency translation resulted in revenue decreases of $11.7 million and $4.0 million, respectively. These factors were partially offset by increases in unit sales volume, which resulted in revenue growth of $9.9 million. The increase in sales volume is primarily attributable to share capture.

Enterprise Connectivity EBITDA increased in both the three and nine months ended October 2, 2016 from the comparable periods of 2015 due to leverage on the higher sales volume discussed above. EBITDA also increased due to favorable currency translation of $1.0 million and $3.3 million in the three and nine months ended ~~September 27, 2015~~October 2, 2016, respectively. Accordingly, EBITDA margins improved to 17.4% and 17.8%, respectively.

Industrial Connectivity Solutions



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Segment Revenues	$	149,847		$	147,702		1.5	%	$	438,746		$	461,549		(4.9	)%
Segment EBITDA	23,649			23,225			1.8	%	73,700			76,078			(3.1	)%
as a percent of segment revenues	15.8		%	15.7		%			16.8		%	16.5		%

Industrial Connectivity revenues increased $2.1 million in the three months ended October 2, 2016 from the comparable ~~periods~~period of ~~2014. Unfavorable~~2015. Increases in unit sales volume and favorable currency translation resulted in revenue ~~decreases~~growth of ~~$6.8~~$4.0 million and ~~$19.5~~$0.1 million, respectively. ~~Lower~~These factors were partially offset by lower copper costs, which resulted in ~~revenue decreases of $4.9~~a $2.0 million ~~and $9.4 million, respectively. Increases~~decline in unit sales volume resulted in increases in revenues of $10.1 million and $19.7 million, respectively. The increase in unit sales volume was most notable in the U.S. Sales volume benefited from improved non-residential construction spending.

Enterprise Connectivity EBITDA increased in the three and nine months ended September 27, 2015 from the comparable periods of 2014 due to the increases in units sales volume discussed above and improved product mix as a result of increased focus on the sale of end-to-end solutions. Accordingly, EBITDA margins improved to 16.0% and 15.8% for the three and nine months ended September 27, 2015, respectively.

~~Industrial Connectivity Solutions~~

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Segment Revenues
$ 147,702    $ 171,105    -13.7%    $ 461,549    $ 508,667    -9.3%
Segment EBITDA
23,225    26,487    -12.3%    76,078    79,631    -4.5%
as a percent of segment revenues
15.7%    15.5%    16.5%    15.7%

revenues.

Industrial Connectivity revenues decreased in the ~~three and~~ nine months ended ~~September 27, 2015~~October 2, 2016 from the comparable ~~periods~~period of ~~2014. Unfavorable~~2015 due to lower copper costs, unfavorable currency translation, and decreases in unit sales volume, which resulted in revenue decreases of ~~$12.0~~$14.2 million, $4.6 million, and ~~$34.6~~$4.0 million, respectively. ~~Lower copper costs resulted~~The decline in ~~revenue decreases of $6.6 million and $14.7 million, respectively. Decreases in unit~~ sales volume ~~resulted in revenue decreases of $9.2 million and $9.6 million, respectively. Sales volume declines resulted primarily~~stems from the impact of lower energy prices, which result in lower capital spending for industrial projects. ~~The acquisition~~Sales volume was most notably down in Latin America.

Industrial Connectivity EBITDA margins increased in the three and nine months ended October 2, 2016 from the comparable periods of ~~Coast~~2015 primarily due to productivity improvements resulting from our restructuring actions, coupled with the revenue growth in ~~November 2014 contributed $4.4 million and $11.8~~the third quarter of 2016.

Industrial IT Solutions



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Segment Revenues	$	60,168		$	59,184		1.7	%	$	176,560		$	181,527		(2.7	)%
Segment EBITDA	12,771			10,466			22.0	%	34,056			31,731			7.3	%
as a percent of segment revenues	21.2		%	17.7		%			19.3		%	17.5		%

Industrial IT revenues increased $1.0 million in the three months ended October 2, 2016 from the comparable period of 2015 due to increases in unit sales volume. Industrial IT EBITDA increased by $2.3 million due to the leverage on the higher sales volume and improved productivity. Favorable currency translation contributed $0.1 million of the increase in EBITDA. Accordingly, EBITDA margins increased from 17.7% for the three months ended September 27, 2015 to 21.2% for the three months ended October 2, 2016.

Industrial IT revenues decreased in the nine months ended October 2, 2016 from the comparable period of 2015 primarily due to a decrease in unit sales volume of $4.7 million. The sales volume declines stemmed from the impact of lower energy prices, which result in lower capital spending for industrial projects. Unfavorable currency translation resulted in a decrease in revenues of $0.3 million. Despite the decrease in revenues for the nine months ended October 2, 2016, Industrial IT EBITDA increased by $2.3 million from the comparable period of 2015, due to improved productivity as a result of restructuring actions.

Network Security Solutions



	Three Months Ended								Nine Months Ended
	October 2, 2016			September 27, 2015			% Change		October 2, 2016			September 27, 2015			% Change

	(In thousands, except percentages)
Segment Revenues	$	39,622		$	41,359		(4.2	)%	$	120,426		$	118,102		2.0	%
Segment EBITDA	11,677			11,240			3.9	%	32,659			29,913			9.2	%
as a percent of segment revenues	29.5		%	27.2		%			27.1		%	25.3		%

Network Security revenues decreased in the three months ended October 2, 2016 from the comparable period of 2015 by $1.7 million due to a decline in unit sales volume. For the nine months ended October 2, 2016, revenues increased by $2.3 million due to a $2.1 million increase in sales volume and $0.2 million of favorable currency translation.

Network Security EBITDA increased by $0.4 million from the comparable period of 2015, due to improved productivity. EBITDA for the nine months ended October 2, 2016 increased by $2.7 million, due to both leverage on the increase in revenues and improved productivity. EBITDA margins expanded to 29.5% and 27.1% for the three and nine months ended ~~September 27, 2015,~~October 2, 2016, respectively.

Industrial Connectivity EBITDA decreased in the three and nine months ended September 27, 2015 from the comparable periods of the prior year by $3.3 million and $3.6 million, respectively. EBITDA was negatively impacted by unfavorable currency translation of $1.3 million and $3.9 million, respectively. The decreases in revenues discussed above also contributed to the decreases in EBITDA. The decreases in EBITDA were partially offset by the acquisition of Coast, which contributed EBITDA of $1.7 million and $4.1 million, respectively, favorable product mix, and improved productivity due to our recently completed restructuring activities.

~~-32-~~

~~Industrial IT Solutions~~

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Segment Revenues
$ 59,184    $ 70,090    -15.6%    $ 181,527    $ 177,460    2.3%
Segment EBITDA
10,466    13,618    -23.1%    31,731    32,012    -0.9%
as a percent of segment revenues
17.7%    19.4%    17.5%    18.0%

Industrial IT revenues decreased in the three months ended September 27, 2015 from the comparable period of 2014, primarily due to unfavorable currency translation of $7.1 million. In addition, decreases in unit sales volume resulted in a decrease in revenues of $3.8 million. Sales volume decreases in the three months ended September 27, 2015 were most notable within the United States and Canada.

Industrial IT revenues increased in the nine months ended September 27, 2015 from the comparable period of 2014, primarily due to the acquisition of ProSoft, which contributed $22.6 million of revenues. Increases in unit sales volume resulted in an increase in revenues of $4.7 million. Unfavorable currency translation of $23.2 million partially offset the increases in revenues.

Industrial IT EBITDA decreased in the three months ended September 27, 2015 from the comparable period of 2014, primarily due to the decrease in revenues discussed above. Additionally, unfavorable currency translation resulted in a decrease in EBITDA of $2.7 million. These factors were partially offset by improved productivity as a result of our recently completed restructuring activities.

Industrial IT EBITDA decreased in the nine months ended September 27, 2015 from the comparable period of 2014, primarily due to unfavorable currency translation of approximately $9.7 million. This decrease was partially offset by the acquisition of ProSoft, which contributed $4.8 million of EBITDA in the nine months ended September 27, 2015, and improved productivity as a result of our recently completed restructuring activities.

~~Network Security Solutions~~

Three Months Ended % Nine Months Ended %
September 27, 2015 September 28, 2014 Change September 27, 2015 September 28, 2014 Change
(In thousands, except percentages)
Segment Revenues
$ 41,359    $ -    n/a    $ 118,102    $ -    n/a
Segment EBITDA
11,240    -    n/a    29,913    -    n/a
as a percent of segment revenues
27.2%    n/a    25.3%    n/a

Network Security consists of the Tripwire business acquired on January 2, 2015. Tripwire is a leading global provider of advanced threat, security and compliance solutions. The Network Security Solutions’ EBITDA margins for the three and nine months ended September 27, 2015 of 27.2% and 25.3%, respectively, are reflective of the margins for software solutions, which are higher than margins on product lines in our other global platforms.

Discontinued Operations

In the nine months ended September 27, 2015, we ~~collected $3.5 million of the escrow receivable and~~ recognized a $0.2 million ($0.1 million net of tax) loss from disposal of discontinued ~~operations.~~operations for a final escrow settlement related to the 2010 disposition of Trapeze Networks, Inc. Additionally, in both the three and nine months ended September 27, 2015, we recognized a $0.2 million net loss from discontinued operations for income tax expense related to this disposed business.

~~-33-~~

In 2012, we sold our Thermax and Raydex cable business for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. In the nine months ended September 28, 2014, we recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business as a result of settling the working capital adjustment and other matters.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, ~~and~~ (4) our available credit facilities and other borrowing ~~arrangements. In the first quarter of each year,~~arrangements, and (5) cash proceeds from ~~operating activities reflects the payments of annual rebates to our channel partners and incentive compensation to our associates.~~

equity offerings. We expect our operating activities to generate cash in ~~2015~~2016 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. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.

The following table is derived from our Condensed Consolidated Cash Flow Statements:

   Nine Months Ended
   September 27, 2015    September 28, 2014
   (In thousands)
Net cash provided by (used for):

Operating activities
   $ 91,981         $ 64,766
Investing activities
   (730,779)       (343,305)
Financing activities
   146,215         120,384
Effects of currency exchange rate changes on cash and cash equivalents
   (6,682)       (6,047)
��



Decrease in cash and cash equivalents
   (499,265)       (164,202)
Cash and cash equivalents, beginning of period
   741,162         613,304




Cash and cash equivalents, end of period
   $ 241,897         $ 449,102



	Nine Months Ended
	October 2, 2016			September 27, 2015

	(In thousands)
Net cash provided by (used for):
Operating activities	$	146,806		$	91,981
Investing activities	(54,594		)	(730,779		)
Financing activities	438,637			146,215
Effects of currency exchange rate changes on cash and cash equivalents	705			(6,682		)
Increase (decrease) in cash and cash equivalents	531,554			(499,265		)
Cash and cash equivalents, beginning of period	216,751			741,162
Cash and cash equivalents, end of period	$	748,305		$	241,897

Net cash provided by operating activities totaled ~~$92.0~~$146.8 million for the nine months ended ~~September 27, 2015,~~October 2, 2016, compared to ~~$64.8~~$92.0 million for the comparable period of ~~2014. The most significant factor impacting the~~2015. This $54.8 million improvement was primarily due to an increase in ~~cash provided~~net income of $77.2 million partially offset by ~~operating activities was the change in operating assets and liabilities. For the nine months ended September 27, 2015, changes~~a $24.7 million deterioration in operating assets and liabilities, ~~were~~which was driven primarily from a ~~use of cash of $45.0 million, compared to $74.1 million for the comparable period of 2014.~~

Receivables were a use of cash of $6.5 million for the nine months ended September 27, 2015, compared to a use of cash of $44.6 million for the nine months ended September 28, 2014. The use of cash for receivables improved as a result of the declinedecrease in ~~sales volume compared to the prior year.~~

Inventories were a source of cash of $8.0 million for the nine months ended September 27, 2015, while inventories were a source of cash of $4.2 million for the comparable period of 2014. Inventories improved as a source of cash due to our Lean enterprise initiatives as well as the decline in sales volume compared to the prior year.

~~-34-~~

Accounts payable were a use of cash of $56.0 million for the nine months ended September 27, 2015, compared to a use of cash of $7.6 million for the nine months ended September 28, 2014. The use of cash for accounts payable increased primarily due to the timing of payments.

Accrued liabilities were a source of cash of $29.4 million for the nine months ended September 27, 2015, compared to a use of cash of $24.4 million for the nine months ended September 28, 2014. The source of cash for accrued ~~liabilities improved primarily as a result of the increase in deferred revenue for our acquired Network Security segment.~~

liabilities.

Net cash used for investing activities totaled ~~$730.8~~$54.6 million for the nine months ended ~~September 27, 2015~~October 2, 2016, compared to ~~$343.3~~$730.8 million for the comparable period of 2015. Investing activities for the nine months ended ~~September 28, 2014.~~October 2, 2016 included payments, net of cash acquired, for the acquisition of M2FX of $15.3 million, and payments of $2.5 million related to our 2015 acquisition of Tripwire that had previously been deferred. Investing activities for the nine months ended October 2, 2016 also included capital expenditures of $36.1 million. Investing activities for the nine months ended September 27, 2015 included payments for acquisitions, net of cash acquired, of $695.3 million and capital expenditures of $39.1 million. ~~Investing activities for the nine months ended September 28, 2014 included payments for acquisitions, net of cash acquired, of $313.1 million and capital expenditures of $31.1 million.~~

Net cash provided by financing activities for the nine months ended ~~September 27, 2015~~October 2, 2016 totaled ~~$146.2~~$438.6 million, compared to ~~$120.4~~$146.2 million for the nine months ended September ~~28, 2014.~~27, 2015. Financing activities for the nine months ended October 2, 2016 included net proceeds from the issuance of preferred stock of $501.5 million, payments under borrowing arrangements of $51.9 million, cash dividend payments of $6.3 million, and net payments related to share based compensation activities of $4.7 million. Financing activities for the nine months ended September 27, 2015 included borrowings of $200.0 million to partially fund the acquisition of Tripwire, payments under our share repurchase program of $39.1 million, net payments related to share based compensation activities of $6.5 million, and cash dividend payments of $6.4 million. Financing activities for the nine months ended September 28, 2014 included the issuance of $200.0 million of 5.25% senior subordinated notes due 2024, payments under our share repurchase program of $62.2 million, debt issuance cost payments of $6.6 million, and cash dividend payments of $6.6 million.

Our cash and cash equivalents balance was ~~$241.9~~$748.3 million as of ~~September 27, 2015.~~October 2, 2016. Of this amount, ~~$141.8~~$144.5 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation.

Our outstanding debt obligations as of ~~September 27, 2015~~October 2, 2016 consisted of $1.5 billion of senior subordinated notes ~~$245.2~~and $242.2 million of term loan ~~borrowings, and $200.0 million of borrowings under our Revolver.~~borrowings. Additional discussion regarding our various borrowing arrangements is included in Note 8 and Note 13 to the Condensed Consolidated Financial Statements. As of ~~September 27, 2015,~~October 2, 2016, we had ~~$111.2~~$275.1 million in available borrowing capacity under our Revolver.

Forward-Looking Statements

Statements in this report other than historical facts are “forward-looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include ~~any~~ statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. These forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, ~~including:~~including, without limitation: the impact of a challenging global economy or a downturn in served markets; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials; the competitiveness of the global broadcast, enterprise, and industrial markets; disruption of, or changes in, the Company’s key distribution channels; volatility in credit and foreign exchange markets; the inability to ~~successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; the inability to~~ execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); ~~political~~the inability to successfully complete and ~~economic uncertainties~~integrate acquisitions in furtherance of the ~~countries where the Company conducts business, including emerging markets;~~

Company’s strategic plan; the inability of the Company to develop and introduce new products and competitive responses to our products; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; risks related to the use of open source software; the inability to retain senior management and key employees; disruptions in the Company’s information systems including due to cyber-attacks; variability in the Company’s quarterly and annual effective tax rates; perceived or actual product failures; political and economic uncertainties in the countries where the Company conducts business, including emerging markets; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; the impact of regulatory requirements and other legal compliance issues; disruptions ~~in the Company’s information systems including due to cyber-attacks; perceived or actual product failures; risks related to the use of open source software; disruptions~~ and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 filed with the Securities and Exchange Commission on February ~~23, 2015.~~25, 2016 and our Current Report on Form 8-K filed on May 31, 2016. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

~~Item 3:~~

~~Quantitative and Qualitative Disclosures about Market Risks~~

Item 3: Quantitative and Qualitative Disclosures about Market Risks

The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal amounts by expected maturity dates and fair values as of ~~September 27, 2015.~~

   Principal Amount by Expected Maturity    Fair
Value
   2015    Thereafter    Total
   (In thousands, except interest rates)
Revolving credit agreement due 2018
   $ -       $ 200,000       $ 200,000       $ 200,000
Average interest rate
      1.94%
Variable-rate term loan due 2020
   $ 1,250       $ 243,905       $ 245,155       $ 245,155
Average interest rate
   3.25%       3.25%
Fixed-rate senior subordinated notes due 2022
   $ -       $ 700,000       $ 700,000       $ 691,250
Average interest rate
      5.50%
Fixed-rate senior subordinated notes due 2023
   $ -       $ 566,207       $ 566,207       $ 537,600
Average interest rate
      5.50%
Fixed-rate senior subordinated notes due 2024
   $ -       $ 200,000       $ 200,000       $ 188,500
Average interest rate
      5.25%
Fixed-rate senior subordinated notes due 2019
   $ -       $ 5,221       $ 5,221       $ 5,221
Average interest rate
      9.25%




Total
         $ 1,916,583       $ 1,867,726

October 2, 2016.



	Principal Amount by Expected Maturity								Fair
	2016			Thereafter			Total		Value

	(In thousands, except interest rates)
Variable-rate term loan due 2020	$	625		$	241,527		$	242,152	$	242,152
Average interest rate	5.00		%	5.00		%
Fixed-rate senior subordinated notes due 2022	$	—		$	700,000		$	700,000	$	729,750
Average interest rate				5.50		%
Fixed-rate senior subordinated notes due 2023	$	—		$	568,449		$	568,449	$	586,689
Average interest rate				5.50		%
Fixed-rate senior subordinated notes due 2024	$	—		$	200,000		$	200,000	$	203,000
Average interest rate				5.25		%
Fixed-rate senior subordinated notes due 2019	$	—		$	5,221		$	5,221	$	5,221
Average interest rate				9.25		%
Total							$	1,715,822	$	1,766,812

Item 7A of our ~~2014~~2015 Annual Report on Form 10-K provides information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, ~~2014.~~

2015.

~~Item 4:~~

~~Controls and Procedures~~

Item 4: Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

~~-36-~~

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

~~Item 1:~~

~~Legal Proceedings~~

Item 1: Legal Proceedings

PPC Broadband, Inc. v. Corning Optical Communications RF, LLC (U.S. Dist. Ct., N.D.N.Y. Civil Action No. 5:11-cv-00761-GLS-DEP)—On July 5, 2011, the Company’s wholly-owned subsidiary, PPC Broadband, Inc. (f/k/a John Mezzalingua Associates, Inc., d/b/a PPC) (“PPC”), filed an action for patent infringement in the U.S. District Court for the Northern District of New York against Corning Optical Communications RF LLC (f/k/a Corning Gilbert, Inc.) (“Corning”). The Complaint alleged that Corning infringed two of PPC’s patents – U.S. Patent Nos. 6,558,194 and 6,848,940 – each entitled “Connector and Method of Operation.” On July 23, 2015, a jury found that Corning willfully infringed both ~~patents.~~patents and awarded damages in the amount of $23.9 million. On November 3, 2016, following a series of post-trial motions, the trial judge issued a ruling granting us enhanced damages of $47.7 million plus a yet-to-be-determined amount of pre-judgment interest. We have not recorded any amounts in our consolidated financial statements related to this matter, as Corning may appeal the ~~court has not entered judgment and is considering post-trial motions filed by the parties.~~

ruling.

We are a party to various legal proceedings and administrative actions that are incidental to our operations. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, operating results, or cash flows. However, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future.

~~Item 1A:~~

~~Risk Factors~~

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our ~~2014~~2015 Annual Report on Form 10-K.

~~Item 2:~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~Set forth below is information regarding our stock repurchases for the three months ended September 27, 2015.~~

Period    Total Number of
Shares Purchased    Average Price
  Paid per Share          Total Number of Shares
Repurchased as Part of
Publicly Announced
Plans or Programs (1)    Approximate Dollar
    Value of Shares that May
Yet Be Purchased Under
the Plans or Programs
June 29, 2015 through August 2, 2015
   -       $ -       -       $ 39,053,228
August 3, 2015 through August 30, 2015
   697,945       55.95       697,945       -
August 31, 2015 through September 27, 2015
   -       -       -       -








Total
   697,945       $ 55.95       697,945       $ -

(1) In July 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. In November 2012, our Board of Directors authorized an extension of the share repurchase program, which allows us to purchase up to an additional $200.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program was funded by cash on hand and free cash flow. The repurchase activities in the three months ended September 27, 2015 utilized all remaining authorized amounts under the share repurchase program. On a cumulative basis since inception of the program in 2011, we have repurchased 7.4 million shares of our common stock under the program for an aggregate cost of $350.0 million and an average price of $47.43.

~~-37-~~

Item 6: Exhibits

Exhibits

~~Item 6:~~

~~Exhibits~~

~~Exhibits~~


Exhibit 31.1		Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS		XBRL Instance Document
Exhibit 101.SCH		XBRL Taxonomy Extension Schema
Exhibit 101.CAL		XBRL Taxonomy Extension Calculation
Exhibit 101.DEF		XBRL Taxonomy Extension Definition
Exhibit 101.LAB		XBRL Taxonomy Extension Label
Exhibit 101.PRE		XBRL Taxonomy Extension Presentation

~~-38-~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			BELDEN INC.

Date:	November ~~3, 2015~~	7, 2016		By:		/s/ John S. Stroup

				John S. Stroup
					President, Chief Executive Officer and Director

Date:	November ~~3, 2015~~	7, 2016		By:		/s/ Henk Derksen

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

Date:	November ~~3, 2015~~	7, 2016		By:		/s/ Douglas R. Zink

				Douglas R. Zink
					Vice President and Chief Accounting Officer

~~-39-~~

- 32-



Delaware		36-3601505
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



	October 2, 2016			December 31, 2015
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	748,305		$	216,751
Receivables, net	400,528			387,386
Inventories, net	193,500			195,942
Other current assets	55,345			37,079
Total current assets	1,397,678			837,158
Property, plant and equipment, less accumulated depreciation	323,110			310,629
Goodwill	1,399,847			1,385,115
Intangible assets, less accumulated amortization	590,785			655,871
Deferred income taxes	30,596			34,295
Other long-lived assets	69,947			67,534
	$	3,811,963		$	3,290,602
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	220,827		$	223,514
Accrued liabilities	294,209			323,249
Current maturities of long-term debt	2,500			2,500
Total current liabilities	517,536			549,263
Long-term debt	1,690,932			1,725,282
Postretirement benefits	106,779			105,230
Deferred income taxes	45,381			46,034
Other long-term liabilities	38,283			39,270
Stockholders’ equity:
Preferred stock	1			—
Common stock	503			503
Additional paid-in capital	1,114,348			605,660
Retained earnings	760,688			679,716
Accumulated other comprehensive loss	(62,876		)	(58,987		)
Treasury stock	(400,718		)	(402,793		)
Total Belden stockholders’ equity	1,411,946			824,099
Noncontrolling interest	1,106			1,424
Total stockholders’ equity	1,413,052			825,523
	$	3,811,963		$	3,290,602


	September 27, 2015		December 31, 2014
	(In thousands)
Raw materials	$	97,829	$	106,955
Work-in-process		30,172		31,611
Finished goods		107,095		121,655

Gross inventories		235,096		260,221
Excess and obsolete reserves		(25,008)		(31,823)

Net inventories	$	210,088	$	228,398



	October 2, 2016			December 31, 2015

	(In thousands)
Raw materials	$	94,789		$	92,929
Work-in-process	24,627			27,730
Finished goods	99,477			97,814
Gross inventories	218,893			218,473
Excess and obsolete reserves	(25,393		)	(22,531		)
Net inventories	$	193,500		$	195,942



	Grass Valley Restructuring			Industrial Restructuring

	(In thousands)
Balance at December 31, 2015	$	12,076		$	2,947
New charges	886			2,919
Cash payments	(4,404		)	(1,967		)
Foreign currency translation	167			94
Other adjustments	(1,528		)	—
Balance at April 3, 2016	$	7,197		$	3,993
New charges	251			1,489
Cash payments	(3,356		)	(1,685		)
Foreign currency translation	(13		)	(42		)
Other adjustments	(360		)	—
Balance at July 3, 2016	$	3,719		$	3,755
New charges	148			1,287
Cash payments	(1,945		)	(743		)
Foreign currency translation	32			51
Other adjustments	(262		)	—
Balance at October 2, 2016	$	1,692		$	4,350


	Nine Months Ended
	September 27, 2015		September 28, 2014
	(In thousands)
Cash flows from operating activities:
Net income	$	16,524	$	58,456
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		113,141		74,382
Share-based compensation		13,814		14,236
Income from equity method investment		(1,459)		(3,240)
Tax benefit related to share-based compensation		(5,064)		(4,939)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables		(6,532)		(44,583)
Inventories		7,979		4,188
Accounts payable		(55,973)		(7,613)
Accrued liabilities		29,354		(24,414)
Accrued taxes		(23,884)		(13,818)
Other assets		3,394		8,856
Other liabilities		687		3,255

Net cash provided by operating activities		91,981		64,766

Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired		(695,345)		(313,065)
Capital expenditures		(39,106)		(31,057)
Proceeds from disposal of tangible assets		145		1,773
Proceeds from (payments for) disposal of business		3,527		(956)

Net cash used for investing activities		(730,779)		(343,305)

Cash flows from financing activities:
Borrowings under credit arrangements		200,000		200,000
Tax benefit related to share-based compensation		5,064		4,939
Debt issuance costs paid		(643)		(6,572)
Payments under borrowing arrangements		(1,250)		(1,250)
Cash dividends paid		(6,386)		(6,540)
Proceeds (payments) from exercise of stock options, net of withholding tax payments		(11,517)		(7,996)
Payments under share repurchase program		(39,053)		(62,197)

Net cash provided by financing activities		146,215		120,384
Effect of foreign currency exchange rate changes on cash and cash equivalents		(6,682)		(6,047)

Decrease in cash and cash equivalents		(499,265)		(164,202)
Cash and cash equivalents, beginning of period		741,162		613,304

Cash and cash equivalents, end of period	$	241,897	$	449,102


													Accumulated
					Additional								Other
	Common Stock				Paid-In		Retained		Treasury Stock				Comprehensive
	Shares		Amount		Capital		Earnings		Shares		Amount		Income (Loss)		Total
	(In thousands)
Balance at December 31, 2014		50,335	$	503	$	595,389	$	621,896		(7,871)	$	(364,571)	$	(46,031)	$	807,186
Net income		-		-		-		16,524		-		-		-		16,524
Foreign currency translation		-		-		-		-		-		-		(15,056)		(15,056)
Adjustment to pension and postretirement liability, net of $1.6 million tax		-		-		-		-		-		-		2,568		2,568

Other comprehensive loss, net of tax																(12,488)
Exercise of stock options, net of tax withholding forfeitures		-		-		(5,947)		-		93		(101)		-		(6,048)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures		-		-		(6,406)		-		113		937		-		(5,469)
Share repurchase program		-		-		-		-		(698)		(39,053)		-		(39,053)
Share-based compensation		-		-		18,878		-		-		-		-		18,878
Dividends ($0.15 per share)		-		-		-		(6,376)		-		-		-		(6,376)

Balance at September 27, 2015		50,335	$	503	$	601,914	$	632,044		(8,363)	$	(402,788)	$	(58,519)	$	773,154



		Belden Inc. Stockholders
	Mandatory Convertible							Additional											Accumulated Other			Non-controlling
	Preferred Stock				Common Stock			Paid-In			Retained			Treasury Stock					Comprehensive			Non-controlling
	Shares		Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income (Loss)			Interest			Total
		(In thousands)
Balance at December 31, 2015	—		$	—	50,335	$	503	$	605,660		$	679,716		(8,354	)	$	(402,793	)	$	(58,987	)	$	1,424		$	825,523
Net income (loss)	—		—		—	—		—			94,026			—		—			—			(286		)	93,740
Foreign currency translation, net of $1.5 million tax	—		—		—	—		—			—			—		—			(9,823		)	(32		)	(9,855		)
Adjustments to pension and postretirement liability, net of $3.7 million tax	—		—		—	—		—			—			—		—			5,934			—			5,934
Other comprehensive loss, net of tax																									(3,921		)
Preferred stock issuance, net	52		1		—	—		501,497			—			—		—			—			—			501,498
Exercise of stock options, net of tax withholding forfeitures	—		—		—	—		(2,388		)	—			42		327			—			—			(2,061		)
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	—		—		—	—		(4,987		)	—			121		1,748			—			—			(3,239		)
Share-based compensation	—		—		—	—		14,566			—			—		—			—			—			14,566
Preferred stock dividends	—		—		—	—		—			(6,695		)	—		—			—			—			(6,695		)
Common stock dividends ($0.15 per share)	—		—		—	—		—			(6,359		)	—		—			—			—			(6,359		)
Balance at October 2, 2016	52		$	1	50,335	$	503	$	1,114,348		$	760,688		(8,191	)	$	(400,718	)	$	(62,876	)	$	1,106		$	1,413,052


	Estimated Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Developed technology	$	210,000		5.8
Customer relationships		56,000		15.0
Backlog		3,000		1.0

Total intangible assets subject to amortization		269,000

Intangible assets not subject to amortization:
Goodwill		478,000
Trademarks		31,000
In-process research and development		6,000

Total intangible assets not subject to amortization		515,000

Total intangible assets	$	784,000

Weighted average amortization period				7.7


	Fair Value		Amortization Period
	(In thousands)		(In years)
Intangible assets subject to amortization:
Customer relationships	$	26,600		20.0
Developed technologies		9,000		5.0
Trademarks		5,000		5.0
Backlog		200		0.3

Total intangible assets subject to amortization		40,800


Intangible assets not subject to amortization:
Goodwill		56,923

Total intangible assets not subject to amortization		56,923


Total intangible assets	$	97,723


Weighted average amortization period				14.8


	Broadcast Solutions		Enterprise Connectivity Solutions		Industrial Connectivity Solutions		Industrial IT Solutions		Network Security Solutions		Total Segments
	(In thousands)
As of and for the three months ended September 27, 2015
Segment revenues	$	228,097	$	113,773	$	147,702	$	59,184	$	41,359	$	590,115
Affiliate revenues		338		1,337		355		37		-		2,067
Segment EBITDA		34,880		18,232		23,225		10,466		11,240		98,043

Depreciation expense		4,261		2,922		2,810		570		1,255		11,818
Amortization of intangibles		12,647		136		799		1,480		10,607		25,669
Severance, restructuring, and acquisition integration costs		13,722		192		118		54		57		14,143
Deferred gross profit adjustments		419		-		-		-		10,909		11,328
Segment assets		401,405		211,114		250,622		61,441		41,520		966,102

As of and for the three months ended September 28, 2014
Segment revenues	$	256,587	$	115,349	$	171,105	$	70,090	$	-	$	613,131
Affiliate revenues		318		2,147		397		10		-		2,872
Segment EBITDA		38,450		17,730		26,487		13,618		-		96,285

Depreciation expense		3,856		3,134		3,150		606		-		10,746
Amortization of intangibles		13,020		162		266		1,755		-		15,203
Severance, restructuring, and acquisition integration costs		5,794		226		2,106		1,032		-		9,158
Purchase accounting effects of acquisitions		-		-		-		858		-		858
Deferred gross profit adjustments		2,357		-		-		-		-		2,357
Segment assets		433,063		223,726		270,078		64,757		-		991,624

As of and for the nine months ended September 27, 2015
Segment revenues	$	661,098	$	335,803	$	461,549	$	181,527	$	118,102	$	1,758,079
Affiliate revenues		1,059		4,287		1,086		68		8		6,508
Segment EBITDA		95,726		53,214		76,078		31,731		29,913		286,662

Depreciation expense		12,819		8,871		8,530		1,713		3,118		35,051
Amortization of intangibles		38,256		409		2,429		4,369		32,627		78,090
Severance, restructuring, and acquisition integration costs		28,543		832		3,054		2		1,102		33,533
Purchase accounting effects of acquisitions		-		-		267		-		9,155		9,422
Deferred gross profit adjustments		2,789		-		-		-		43,637		46,426
Segment assets		401,405		211,114		250,622		61,441		41,520		966,102

As of and for the nine months ended September 28, 2014
Segment revenues	$	675,350	$	345,015	$	508,667	$	177,460	$	-	$	1,706,492
Affiliate revenues		601		5,852		2,237		18		-		8,708
Segment EBITDA		95,939		51,572		79,631		32,012		-		259,154

Depreciation expense		11,346		10,633		7,992		1,672		-		31,643
Amortization of intangibles		37,963		497		802		3,477		-		42,739
Severance, restructuring, and acquisition integration costs		34,761		2,047		10,250		1,751		-		48,809
Purchase accounting effects of acquisitions		7,458		286		533		1,596		-		9,873
Deferred gross profit adjustments		6,722		-		-		-		-		6,722
Segment assets		433,063		223,726		270,078		64,757		-		991,624


Three Months Ended September 27, 2015	Severance		Other Restructuring and Integration Costs		Total Costs
	(In thousands)

Broadcast Solutions	$	11,978	$	1,744	$	13,722
Enterprise Connectivity Solutions		99		93		192
Industrial Connectivity Solutions		-		118		118
Industrial IT Solutions		-		54		54
Network Security Solutions		-		57		57

Total	$	12,077	$	2,066	$	14,143


Three Months Ended September 28, 2014

Broadcast Solutions	$	54	$	5,740	$	5,794
Enterprise Connectivity Solutions		(347)		573		226
Industrial Connectivity Solutions		1,282		824		2,106
Industrial IT Solutions		823		209		1,032
Network Security Solutions		-		-		-

Total	$	1,812	$	7,346	$	9,158


Nine Months Ended September 27, 2015

Broadcast Solutions	$	12,691	$	15,852	$	28,543
Enterprise Connectivity Solutions		171		661		832
Industrial Connectivity Solutions		967		2,087		3,054
Industrial IT Solutions		(740)		742		2
Network Security Solutions		-		1,102		1,102

Total	$	13,089	$	20,444	$	33,533


Nine Months Ended September 28, 2014

Broadcast Solutions	$	18,156	$	16,605	$	34,761
Enterprise Connectivity Solutions		1,245		802		2,047
Industrial Connectivity Solutions		9,393		857		10,250
Industrial IT Solutions		1,409		342		1,751
Network Security Solutions		-		-		-

Total	$	30,203	$	18,606	$	48,809



Three Months Ended October 2, 2016	Severance			Other Restructuring and Integration Costs		Total Costs

	(In thousands)
Broadcast Solutions	$	(114	)	$	288	$	174
Enterprise Connectivity Solutions	(21		)	5,594		5,573
Industrial Connectivity Solutions	184			4,562		4,746
Industrial IT Solutions	1,103			1,199		2,302
Network Security Solutions	—			—		—
Total	$	1,152		$	11,643	$	12,795
Three Months Ended September 27, 2015
Broadcast Solutions	$	11,978		$	1,744	$	13,722
Enterprise Connectivity Solutions	99			93		192
Industrial Connectivity Solutions	—			118		118
Industrial IT Solutions	—			54		54
Network Security Solutions	—			57		57
Total	$	12,077		$	2,066	$	14,143
Nine Months Ended October 2, 2016
Broadcast Solutions	$	(865	)	$	6,736	$	5,871
Enterprise Connectivity Solutions	55			7,225		7,280
Industrial Connectivity Solutions	1,961			6,021		7,982
Industrial IT Solutions	3,734			2,176		5,910
Network Security Solutions	—			29		29
Total	$	4,885		$	22,187	$	27,072
Nine Months Ended September 27, 2015
Broadcast Solutions	$	12,691		$	15,852	$	28,543
Enterprise Connectivity Solutions	171			661		832
Industrial Connectivity Solutions	967			2,087		3,054
Industrial IT Solutions	(740		)	742		2
Network Security Solutions	—			1,102		1,102
Total	$	13,089		$	20,444	$	33,533


	Productivity Improvement Program		Grass Valley Integration		Grass Valley Restructuring
	(In thousands)
Balance at December 31, 2014	$	7,141	$	5,579	$	-
New charges		887		2,165		-
Cash payments		(1,455)		(2,370)		-
Foreign currency translation		(408)		(302)		-
Other adjustments		(170)		-		-

Balance at March 29, 2015	$	5,995	$	5,072	$	-

New charges		22		-		-
Cash payments		(1,268)		(1,709)		-
Foreign currency translation		97		10		-
Other adjustments		-		(1,590)		-

Balance at June 28, 2015	$	4,846	$	1,783	$	-

New charges		99		-		11,978
Cash payments		(987)		(946)		(755)
Foreign currency translation		(29)		-		-

Balance at September 27, 2015	$	3,929	$	837	$	11,223


	Pension Obligations				Other Postretirement Obligations
Three Months Ended	September 27, 2015		September 28, 2014		September 27, 2015		September 28, 2014
	(In thousands)

Service cost	$	1,344	$	1,506	$	11	$	(13)
Interest cost		2,164		1,863		274		(152)
Expected return on plan assets		(3,202)		(2,499)		-		-
Amortization of prior service cost (credit)		(15)		-		(16)		18
Actuarial losses		1,349		1,718		107		72

Net periodic benefit cost	$	1,640	$	2,588	$	376	$	(75)


Nine Months Ended
Service cost	$	4,562	$	5,086	$	43	$	48
Interest cost		6,909		7,266		1,076		924
Expected return on plan assets		(9,515)		(9,440)		-		-
Amortization of prior service cost (credit)		(41)		1		(66)		(35)
Actuarial losses		3,923		5,164		359		425

Net periodic benefit cost	$	5,838	$	8,077	$	1,412	$	1,362


	Foreign Currency Translation Component		Pension and Other Postretirement Benefit Plans		Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance at December 31, 2014	$	(2,591)	$	(43,440)	$	(46,031)
Other comprehensive loss before reclassifications		(15,056)		-		(15,056)
Amounts reclassified from accumulated other comprehensive income		-		2,568		2,568

Net current period other comprehensive income (loss)		(15,056)		2,568		(12,488)

Balance at September 27, 2015	$	(17,647)	$	(40,872)	$	(58,519)



	Foreign Currency Translation Component			Pension and Other Postretirement Benefit Plans			Accumulated Other Comprehensive Income (Loss)

	(In thousands)
Balance at December 31, 2015	$	(23,411	)	$	(35,576	)	$	(58,987	)
Other comprehensive loss attributable to Belden before reclassifications	(9,823		)	—			(9,823		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			5,934			5,934
Net current period other comprehensive loss attributable to Belden	(9,823		)	5,934			(3,889		)
Balance at October 2, 2016	$	(33,234	)	$	(29,642	)	$	(62,876	)


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)		Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Actuarial losses	$	4,282	(1)
Prior service credit		(107)	(1)

Total before tax		4,175
Tax benefit		(1,607)

Net of tax	$	2,568



	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income
	(In thousands)
Amortization of pension and other postretirement benefit plan items:
Settlement loss	$	7,385		(1)
Actuarial losses	2,327			(1)
Prior service credit	(62		)	(1)
Total before tax	9,650
Tax benefit	(3,716		)
Net of tax	$	5,934


	Principal Amount by Expected Maturity						Fair Value
	2015		Thereafter		Total		Fair Value
	(In thousands, except interest rates)
Revolving credit agreement due 2018	$	-	$	200,000	$	200,000	$	200,000
Average interest rate				1.94%

Variable-rate term loan due 2020	$	1,250	$	243,905	$	245,155	$	245,155
Average interest rate		3.25%		3.25%

Fixed-rate senior subordinated notes due 2022	$	-	$	700,000	$	700,000	$	691,250
Average interest rate				5.50%

Fixed-rate senior subordinated notes due 2023	$	-	$	566,207	$	566,207	$	537,600
Average interest rate				5.50%

Fixed-rate senior subordinated notes due 2024	$	-	$	200,000	$	200,000	$	188,500
Average interest rate				5.25%

Fixed-rate senior subordinated notes due 2019	$	-	$	5,221	$	5,221	$	5,221
Average interest rate				9.25%


Total					$	1,916,583	$	1,867,726


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (1)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
June 29, 2015 through August 2, 2015		-	$	-		-	$	39,053,228
August 3, 2015 through August 30, 2015		697,945		55.95		697,945		-
August 31, 2015 through September 27, 2015		-		-		-		-

Total		697,945	$	55.95		697,945	$	-