株探米国株
日本語 英語
エドガーで原本を確認する
0000913142false00009131422023-11-022023-11-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 2, 2023
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________
Delaware 001-12561 36-3601505
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value BDC New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition.
On November 2, 2023, Belden Inc. (the "Company") issued a press release announcing its financial results for the third quarter 2023. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this current report.

The information in this Item 2.02 and in the press release (attached as Exhibit 99.1 to this current report) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that Section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
Exhibit Number
99.1



SIGNATURES

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 hereunto duly authorized.
                                                        
    BELDEN INC.
Date: November 2, 2023     By:   /s/ Brian E. Anderson
      Brian E. Anderson
      Senior Vice President-Legal, General
      Counsel and Corporate Secretary




EX-99.1 2 companynewsreleasedatednov.htm EX-99.1 Document

Exhibit 99.1
graphica11.jpg
   1 North Brentwood Boulevard    Phone: 314.854.8000
   15th Floor    Fax: 314.854.8003
   St. Louis, Missouri 63105   
      www.Belden.com
News Release

Belden Reports Third Quarter Results

St. Louis, Missouri – November 2, 2023 - Belden Inc. (NYSE: BDC) (the “Company”), a leading global supplier of network infrastructure and digitization solutions, today reported fiscal third quarter results for the period ended October 1, 2023.

Third Quarter 2023 Highlights
•Revenues of $627 million, -7% y/y and Organic Growth of -9% y/y
•GAAP EPS of $1.70, -28% y/y and Adjusted EPS of $1.78, +1% y/y
•Executed $64 million of share repurchases during the quarter, and $150 million year to date

"During the third quarter, as previously communicated, weak demand across our markets presented challenges, yet our expanding solutions-driven mix drove gross margin outperformance," said Ashish Chand, President and CEO of Belden Inc. "As we look ahead, we expect the challenges that have emerged to persist into the fourth quarter and most likely into the coming year. We will mitigate temporary demand weakness by taking productivity measures to better align with these expected conditions. With continued focus on our solutions business, we aim to not only capture share and support better margins but to further strengthen our robust foundation for sustainable long-term growth."

Third Quarter 2023

Revenues for the quarter were $627 million, compared to $670 million in the year-ago period. Organic year-over-year growth for the quarter was off 9%, with Industrial Automation Solutions and Enterprise Solutions down 4% and 14%, respectively. Net income was $72 million, compared to $104 million in the year-ago period. Prior year net income included a pre-tax gain on sale of assets of $38 million compared to $12 million this year. Net income as a percentage of revenue was 11.5%, compared to 15.5% in the year-ago period. EPS totaled $1.70 for the quarter, compared to $2.35 in the year-ago period.

Adjusted EBITDA was $115 million, compared to $118 million in the year-ago period. Adjusted EBITDA margins expanded 80bps to 18.4%, compared to 17.6% in the year-ago period. Adjusted EPS was $1.78, increasing 1% compared to $1.77 in the year-ago period. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.

Outlook

The fourth quarter is expected to be marked by ongoing demand headwinds, pauses in capital spending by customers, and channel destocking pressures. In the long term, the secular trends driving our business – automation, smart infrastructure, and data integration - remain intact, and Belden is uniquely positioned to provide market-leading digitization solutions. We expect to weather these temporary headwinds and surpass our prior revenue run rates as we increase our product and solution offerings, expand into additional use cases and verticals, and gain share with our solutions go-to-market strategy.

Assuming no significant changes to the current market environment, the table below provides guidance for the fourth quarter of 2023.



Fourth Quarter 2023:
Guidance
Revenues (million) $510 - $530
GAAP EPS $0.49 - $0.64
Adjusted EPS $1.05 - $1.20

Earnings Conference Call

Management will host a conference call today at 8:30 am ET to discuss the results. The listen-only audio of the conference call will be broadcast live via the Internet at https://investor.belden.com. The dial-in number for participants is 888-394-8218 with confirmation code 6123821. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.

Net Income, Earnings per Share (EPS), and Organic Growth

All references to net income and EPS within this earnings release refer to income from continuing operations and income from continuing operations per diluted share attributable to Belden stockholders, respectively. Organic growth is calculated as the change in revenues excluding the impacts from currency exchange rates, copper prices, acquisitions and divestitures.



BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months Ended Nine Months Ended
October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022
  (In thousands, except per share data)
Revenues $ 626,807  $ 670,491  $ 1,960,841  $ 1,947,413 
Cost of sales (385,639) (431,845) (1,212,240) (1,277,602)
Gross profit 241,168  238,646  748,601  669,811 
Selling, general and administrative expenses (118,079) (110,478) (366,288) (318,747)
Research and development expenses (30,190) (26,306) (90,544) (75,751)
Amortization of intangibles (9,526) (10,105) (30,262) (28,099)
Gain on sale of assets 12,056  37,891  12,056  37,891 
Operating income 95,429  129,648  273,563  285,105 
Interest expense, net (8,580) (9,883) (25,593) (35,570)
Non-operating pension benefit 328  26  1,462  2,296 
Loss on debt extinguishment —  —  —  (6,392)
Income from continuing operations before taxes 87,177  119,791  249,432  245,439 
Income tax expense (14,850) (16,104) (45,385) (39,014)
Income from continuing operations 72,327  103,687  204,047  206,425 
Loss from discontinued operations, net of tax —  —  —  (3,685)
Loss on disposal of discontinued operations, net of tax —  (5,366) —  (9,933)
Net income 72,327  98,321  204,047  192,807 
Less: Net income (loss) attributable to noncontrolling interest (20) 27  (245) 111 
Net income attributable to Belden stockholders $ 72,347  $ 98,294  $ 204,292  $ 192,696 
Weighted average number of common shares and equivalents:
Basic 42,053  43,466  42,460  44,181 
Diluted 42,625  44,063  43,129  44,810 
Basic income (loss) per share attributable to Belden stockholders:
        Continuing operations $ 1.72  $ 2.38  $ 4.81  $ 4.67 
        Discontinued operations —  —  —  (0.08)
        Disposal of discontinued operations —  (0.12) —  (0.22)
        Net income $ 1.72  $ 2.26  $ 4.81  $ 4.36 
Diluted income (loss) per share attributable to Belden stockholders:
        Continuing operations $ 1.70  $ 2.35  $ 4.74  $ 4.60 
        Discontinued operations —  —  —  (0.08)
        Disposal of discontinued operations —  (0.12) —  (0.22)
        Net income $ 1.70  $ 2.23  $ 4.74  $ 4.30 
Common stock dividends declared per share $ 0.05  $ 0.05  $ 0.15  $ 0.15 




BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

Enterprise Solutions Industrial Automation Solutions Total Segments
  (In thousands, except percentages)
For the three months ended October 1, 2023
Segment Revenues $ 283,905  $ 342,902  $ 626,807 
Segment EBITDA 37,693  77,244  114,937 
Segment EBITDA margin 13.3  % 22.5  % 18.3  %
Depreciation expense 6,632  6,810  13,442 
Amortization of intangibles 4,468  5,058  9,526 
Amortization of software development intangible assets —  1,963  1,963 
Severance, restructuring, and acquisition integration costs 3,453  2,622  6,075 
Adjustments related to acquisitions and divestitures 197  298  495 
For the three months ended October 2, 2022
Segment Revenues $ 319,201  $ 351,290  $ 670,491 
Segment EBITDA 46,110  71,055  117,165 
Segment EBITDA margin 14.4  % 20.2  % 17.5  %
Depreciation expense 6,020  5,827  11,847 
Amortization of intangibles 4,512  5,593  10,105 
Amortization of software development intangible assets 860  868 
Severance, restructuring, and acquisition integration costs 2,702  1,858  4,560 
Adjustments related to acquisitions and divestitures (2,537) 514  (2,023)
For the nine months ended October 1, 2023
Segment Revenues $ 871,777  $ 1,089,064  $ 1,960,841 
Segment EBITDA 118,854  229,662  348,516 
Segment EBITDA margin 13.6  % 21.1  % 17.8  %
Depreciation expense 18,779  19,699  38,478 
Amortization of intangibles 15,171  15,091  30,262 
Amortization of software development intangible assets —  5,235  5,235 
Severance, restructuring, and acquisition integration costs 5,147  6,699  11,846 
Adjustments related to acquisitions and divestitures 522  520  1,042 
For the nine months ended October 2, 2022
Segment Revenues $ 895,075  $ 1,052,338  $ 1,947,413 
Segment EBITDA 118,818  206,643  325,461 
Segment EBITDA margin 13.3  % 19.6  % 16.7  %
Depreciation expense 17,214  17,229  34,443 
Amortization of intangibles 13,051  15,048  28,099 
Amortization of software development intangible assets 52  2,804  2,856 
Severance, restructuring, and acquisition integration costs 7,605  6,535  14,140 
Adjustments related to acquisitions and divestitures (3,095) 1,648  (1,447)




BELDEN INC.
OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS
(Unaudited)
 
  Three Months Ended Nine Months Ended
  October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022
  (In thousands)
Total Segment and Consolidated Revenues $ 626,807  $ 670,491  $ 1,960,841  $ 1,947,413 
Total Segment EBITDA $ 114,937  $ 117,165  $ 348,516  $ 325,461 
    Total non-operating pension benefit 328  26  1,462  2,296 
    Non-operating pension settlement loss —  954  —  954 
    Eliminations (63) (51) (146) (156)
Consolidated Adjusted EBITDA (1) $ 115,202  $ 118,094  $ 349,832  $ 328,555 
    Depreciation expense (13,442) (11,847) (38,478) (34,443)
    Amortization of intangibles (9,526) (10,105) (30,262) (28,099)
    Interest expense, net (8,580) (9,883) (25,593) (35,570)
    Amortization of software development intangible assets (1,963) (868) (5,235) (2,856)
    Adjustments related to acquisitions and divestitures (495) 2,023  (1,042) 1,447 
    Severance, restructuring, and acquisition integration costs (6,075) (4,560) (11,846) (14,140)
    Non-operating pension settlement loss —  (954) —  (954)
    Loss on debt extinguishment —  —  —  (6,392)
    Gain on sale of assets 12,056  37,891  12,056  37,891 
Income from continuing operations before taxes $ 87,177  $ 119,791  $ 249,432  $ 245,439 
 
(1)Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures for additional information.




















BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
October 1, 2023 December 31, 2022
 (Unaudited)
  (In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 530,971  $ 687,676 
Receivables, net 481,125  440,102 
Inventories, net 336,420  341,563 
Other current assets 63,831  66,866 
            Total current assets 1,412,347  1,536,207 
Property, plant and equipment, less accumulated depreciation 404,950  381,864 
Operating lease right-of-use assets 78,497  73,376 
Goodwill 892,711  862,253 
Intangible assets, less accumulated amortization 271,615  246,830 
Deferred income taxes 14,830  14,642 
Other long-lived assets 54,449  46,503 
$ 3,129,399  $ 3,161,675 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 304,851  $ 350,058 
Accrued liabilities 248,320  289,861 
Total current liabilities 553,171  639,919 
Long-term debt 1,145,796  1,161,176 
Postretirement benefits 65,063  67,828 
Deferred income taxes 67,709  58,582 
Long-term operating lease liabilities 65,477  59,250 
Other long-term liabilities 32,780  30,970 
Stockholders’ equity:
Common stock 503  503 
Additional paid-in capital 812,423  825,669 
Retained earnings 949,422  751,522 
Accumulated other comprehensive loss (6,605) (5,871)
Treasury stock (556,343) (428,812)
Total Belden stockholders’ equity 1,199,400  1,143,011 
Noncontrolling interests 939 
Total stockholders’ equity 1,199,403  1,143,950 
$ 3,129,399  $ 3,161,675 






BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
 
  Nine Months Ended
  October 1, 2023 October 2, 2022
  (In thousands)
Cash flows from operating activities:
Net income $ 204,047  $ 192,807 
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization 73,974  65,730 
Share-based compensation 14,843  18,438 
Loss on disposal of discontinued operations —  9,934 
Loss on debt extinguishment —  6,392 
Gain on sale of assets (12,056) (37,891)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables (48,949) (42,808)
Inventories 16,211  (11,393)
Accounts payable (42,456) (65,584)
Accrued liabilities (43,318) (41,247)
Income taxes 548  (2,347)
Other assets (6,706) 4,269 
Other liabilities 3,855  (17,500)
Net cash provided by operating activities 159,993  78,800 
Cash flows from investing activities:
Cash used for business acquisitions, net of cash acquired (106,712) (104,481)
Capital expenditures (61,870) (50,250)
Proceeds from disposal of tangible assets 13,785  43,534 
Proceeds from disposal of businesses, net of cash sold 9,300  334,574 
Net cash provided by (used for) investing activities (145,497) 223,377 
Cash flows from financing activities:
Payments under share repurchase program (150,000) (136,336)
Withholding tax payments for share-based payment awards (17,309) (6,534)
Cash dividends paid (6,408) (6,762)
Payments under financing lease obligations (254) (123)
Payments under borrowing arrangements —  (230,639)
Proceeds from issuance of common stock 6,568  3,717 
Net cash used for financing activities (167,403) (376,677)
Effect of foreign currency exchange rate changes on cash and cash equivalents (3,798) (21,791)
   Decrease in cash and cash equivalents (156,705) (96,291)
Cash and cash equivalents, beginning of period 687,676  643,757 
   Cash and cash equivalents, end of period $ 530,971  $ 547,466 

The Condensed Consolidated Cash Flow Statement for the nine months ended October 2, 2022 includes the results of discontinued operations up to the February 22, 2022 disposal date.



BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)


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



















Three Months Ended Nine Months Ended
October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022
(In thousands, except percentages and per share amounts)
GAAP and Adjusted Revenues $ 626,807  $ —  $ 670,491  $ —  $ 1,960,841  $ —  $ 1,947,413 
GAAP gross profit $ 241,168  $ 238,646  $ 748,601  $ 669,811 
Severance, restructuring, and acquisition integration costs 912  2,796  1,400  8,771 
Amortization of software development intangible assets 1,963  868  5,235  2,856 
Adjustments related to acquisitions and divestitures 197  514  522  1,648 
Adjusted gross profit $ 244,240  $ 242,824  $ 755,758  $ 683,086 
GAAP gross profit margin 38.5  % 35.6  % 38.2  % 34.4  %
Adjusted gross profit margin 39.0  % 36.2  % 38.5  % 35.1  %
GAAP selling, general and administrative expenses $ (118,079) $ (110,478) $ (366,288) $ (318,747)
Severance, restructuring, and acquisition integration costs 5,213  1,764  10,402  5,369 
Adjustments related to acquisitions and divestitures 298  (2,537) 520  (3,095)
Adjusted selling, general and administrative expenses $ (112,568) $ (111,251) $ (355,366) $ (316,473)
GAAP research and development expenses $ (30,190) $ (26,306) $ (90,544) $ (75,751)
Severance, restructuring, and acquisition integration costs (50) —  44  — 
Adjusted research and development expenses $ (30,240) $ (26,306) $ (90,500) $ (75,751)
GAAP income from continuing operations $ 72,327  $ 103,687  $ 204,047  $ 206,425 
Income tax expense 14,850  16,104  45,385  39,014 
Interest expense, net 8,580  9,883  25,593  35,570 
Non-operating pension settlement loss —  954  —  954 
Loss on debt extinguishment —  —  —  6,392 
Total non-operating adjustments 23,430  26,941  70,978  81,930 
Amortization of intangible assets 9,526  10,105  30,262  28,099 
Severance, restructuring, and acquisition integration costs 6,075  4,560  11,846  14,140 
Amortization of software development intangible assets 1,963  868  5,235  2,856 
Adjustments related to acquisitions and divestitures 495  (2,023) 1,042  (1,447)
Gain on sale of assets (12,056) (37,891) (12,056) (37,891)
Total operating income adjustments 6,003  (24,381) 36,329  5,757 
Depreciation expense 13,442  11,847  38,478  34,443 
Adjusted EBITDA $ 115,202  $ 118,094  $ 349,832  $ 328,555 
GAAP income from continuing operations margin 11.5  % 15.5  % 10.4  % 10.6  %
Adjusted EBITDA margin 18.4  % 17.6  % 17.8  % 16.9  %
GAAP income from continuing operations $ 72,327  $ 103,687  $ 204,047  $ 206,425 
Less:  Net income (loss) attributable to noncontrolling interest (20) 27  (245) 111 
GAAP net income from continuing operations attributable to Belden stockholders $ 72,347  $ 103,660  $ 204,292  $ 206,314 
GAAP income from continuing operations $ 72,327  $ 103,687  $ 204,047  $ 206,425 
Plus: Operating income adjustments from above 6,003  (24,381) 36,329  5,757 
Plus: Non-operating pension settlement loss —  954  —  954 
Plus: Loss on debt extinguishment —  —  —  6,392 
Less: Net income (loss) attributable to noncontrolling interest (20) 27  (245) 111 
Less: Tax effect of adjustments above 2,682  2,121  9,202  10,360 
Adjusted net income from continuing operations attributable to Belden stockholders $ 75,668  $ 78,112  $ 231,419  $ 209,057 
GAAP income from continuing operations per diluted share attributable to Belden stockholders $ 1.70  $ 2.35  $ 4.74  $ 4.60 
Adjusted income from continuing operations per diluted share attributable to Belden stockholders $ 1.78  $ 1.77  $ 5.37  $ 4.67 
GAAP and adjusted diluted weighted average shares 42,625  44,063  43,129  44,810 





BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)
We define free cash flow, which is a non-GAAP financial measure, as net cash from operating activities adjusted for capital expenditures net of the proceeds from the disposal of assets. We believe free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends and share repurchases. We use free cash flow, as defined, as one financial measure to monitor and evaluate performance and liquidity. Non-GAAP financial measures should be considered only in conjunction with financial measures reported according to accounting principles generally accepted in the United States. Our definition of free cash flow may differ from definitions used by other companies.
 
  Three Months Ended Nine Months Ended
  October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022
  (In thousands)
GAAP net cash provided by operating activities $ 105,278  $ 87,381  $ 159,993  $ 78,800 
Capital expenditures (29,141) (19,240) (61,870) (50,250)
Proceeds from disposal of tangible assets 13,776  42,110  13,785  43,534 
Non-GAAP free cash flow $ 89,913  $ 110,251  $ 111,908  $ 72,084 




BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
2023 Guidance

  Three Months Ended
  December 31, 2023
 
GAAP income from continuing operations per diluted share attributable to Belden common stockholders $0.49 - $0.64
Amortization of intangible assets 0.21
Severance, restructuring, and acquisition integration costs 0.34
Adjustments related to acquisitions and divestitures 0.01
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders $1.05 - $1.20

Our guidance is based upon information currently available regarding events and conditions that will impact our future operating results. In particular, our results are subject to the factors listed under "Forward-Looking Statements" in this release. In addition, our actual results are likely to be impacted by other additional events for which information is not available, such as asset impairments, adjustments related to acquisitions and divestitures, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of assets, gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet known.




Forward-Looking Statements

This release contains, and any statements made by us concerning the subject matter of this release may contain, forward-looking statements, including our outlook for the fourth quarter and full year 2023 and Adjusted EPS for 2025. Forward-looking statements also include any statements regarding future financial performance (including revenues, growth, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “forecast,” “guide,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. 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, without limitation: the impact of a challenging global economy or a downturn in served markets; the competitiveness of the global markets in which we operate; the inability of the Company to develop and introduce new products; competitive responses to our products; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of disruptions in the global supply chain, including the inability to timely obtain raw materials and components in sufficient quantities on commercially reasonable terms; the inability to achieve our strategic priorities in emerging markets; the impact of changes in global tariffs and trade agreements; volatility in credit and foreign exchange markets; the presence of substitute products in the marketplace; disruptions in the Company’s information systems including due to cyber-attacks; inflation and changes in the price and availability of raw materials leading to higher input and labor costs; the possibility of a resurgence of COVID-19 or the spread of other viruses; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the increased prevalence of cloud computing; the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; the inability to retain key employees; disruption of, or changes in, the Company’s key distribution channels; the presence of activists proposing certain actions by the Company; perceived or actual product failures; the impact of regulatory requirements and other legal compliance issues; inability to satisfy the increasing expectations with respect to environmental, social and governance matters; 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 impairment of goodwill and other intangible assets and the resulting impact on financial performance; 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 period ended December 31, 2022, filed with the SEC on February 24, 2023. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, except as required by law.

About Belden

Belden Inc. delivers the infrastructure that makes the digital journey simpler, smarter and secure. We’re moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions. With a legacy of quality and reliability spanning 120-plus years, we have a strong foundation to continue building the future. We are headquartered in St. Louis and have manufacturing capabilities in North America, Europe, Asia, and Africa. For more information, visit us at www.belden.com; follow us on Facebook, LinkedIn and Twitter.




Contact:
Belden Investor Relations
Aaron Reddington, CFA
(317) 219-9359
Investor.Relations@Belden.com