8-K

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): February 2, 2017

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, 15^th 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))

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

EXHIBIT INDEX

Exhibit 99.1 News Release dated February 2, 2017

2

Item 2.02. Results of Operations and Financial Condition.

On February 2, 2017, Belden Inc. issued a press release announcing its financial results for the fourth quarter and full year 2016. 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 Belden Inc., 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.

99.1 Company news release dated February 2, 2017, titled “Belden Reports Results for Fourth Quarter and Full Year 2016”

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: February 2, 2017	By:	/s/ Brian E. Anderson
		Brian E. Anderson
		Senior Vice President-Legal, General
		Counsel and Corporate Secretary

3

EX-99.1

Exhibit 99.1

	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 Results for Fourth Quarter and Full Year 2016

St. Louis, Missouri - February 2, 2017 - Belden Inc. (NYSE: BDC), a global leader in high quality, end-to-end signal transmission solutions for mission-critical applications, today reported fiscal fourth quarter and full year 2016 results for the period ended December 31, 2016.

Fourth Quarter 2016

On a GAAP basis, revenues for the quarter totaled $612.4 million, increasing $15.2 million, or 2.5%, compared to $597.2 million in the fourth quarter 2015. Gross profit margin in the fourth quarter was 42.7%, increasing 80 basis points from 41.9% in the year-ago period. Net income was $34.0 million compared to $49.7 million in the prior-year period. Net income as a percentage of revenues was 5.5% in the fourth quarter, declining 280 basis points from 8.3% in the prior-year period. EPS totaled $0.59 compared to $1.17 in the fourth quarter 2015. The prior year EPS included incremental benefits of tax planning initiatives, and current year EPS included the dilutive impact of the mandatory convertible preferred stock.

Adjusted revenues for the quarter totaled $608.2 million, increasing $5.7 million, or 0.9%, compared to $602.5 million in the fourth quarter 2015. Adjusted gross profit margin was 43.4%, increasing 30 basis points from the year-ago period. Adjusted EBITDA margin was 20.1%, increasing 110 basis points from 19.0% in the year-ago period. Adjusted EPS was $1.42 compared to $1.63 in the fourth quarter 2015. The prior year adjusted EPS included incremental benefits of tax planning initiatives, and current year EPS included the dilutive impact of the mandatory convertible preferred stock. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.

John Stroup, President, CEO and Chairman of Belden Inc., said, “We are pleased to deliver another quarter of organic growth and margin expansion as our team continues to generate share capture and drive sustainable productivity improvements.”

Full Year 2016

On a GAAP basis, revenues for the year totaled $2.357 billion, up 2.1% compared to $2.309 billion in the full year 2015. Gross profit margin in 2016 was 41.6%, increasing 180 basis points from 39.8% in the year-ago period. Net income was $128.0 million compared to $66.2 million in 2015. Net income as a percentage of revenues was 5.4% for the full year, increasing 250 basis points from 2.9% in the prior year. EPS totaled $2.65, compared to $1.55 in 2015, an increase of 71.0%.

Adjusted revenues for the year totaled $2.358 billion, down slightly from $2.361 billion in 2015. Adjusted gross profit margin in 2016 was 42.3%, increasing 70 basis points from 41.6% in the year-ago period. Adjusted EBITDA margin was 18.3%, increasing 130 basis points from 17.0% in the year-ago period. Adjusted net income increased 12.3%, and adjusted EPS increased 5.8% to $5.27, compared to $4.98 in 2015.

Mr. Stroup remarked, “In 2016 we continued to significantly expand EBITDA margins, which are now within our long-term goal of 18-20% as a result of improvements in all five platforms. In addition, we generated record operating and free cash flow. We see many opportunities to build on these successes in 2017 and beyond.”

Outlook

“Our balanced portfolio and proven business system allow us to perform well under a variety of market situations. Consistent with our commitment to continuous improvement, we expect further EBITDA margin expansion across the organization in 2017. We also expect another year of organic growth. When paired with our strong balance sheet and optimism around acquisition-related opportunities, we feel confident that Belden remains well-positioned for success,” said Mr. Stroup.

The Company expects first quarter 2017 GAAP and adjusted revenues to be $540 - $560 million. For the full year ending December 31, 2017, the Company expects GAAP and adjusted revenues to be $2.355 - $2.405 billion.

The Company expects first quarter 2017 GAAP EPS to be $0.41 - $0.51. For the full year ending December 31, 2017, the Company expects GAAP EPS to be $3.35 - $3.60.

The Company expects first quarter 2017 adjusted EPS to be $0.83 - $0.93. For the full year ending December 31, 2017, the Company continues to expect adjusted EPS to be $4.95 - $5.20.

Earnings Conference Call

Management will host a conference call today at 8:30 am ET to discuss results of the quarter and full year. The listen-only audio of the conference call will be broadcast live via the Internet at http://investor.belden.com. The dial-in number for participants in the U.S. is 888-339-3466; the dial-in number for participants outside the U.S. is 719-325-2360. A replay of this conference call will remain accessible in the investor relations section of the Company’s Web site for a limited time.

Net Income and Earnings per Share (EPS)

All references to Net Income and EPS within this earnings release refer to net income attributable to Belden and income from continuing operations per diluted share attributable to Belden common stockholders, respectively.

Use of Non-GAAP Financial Information

Adjusted results are non-GAAP measures that reflect certain adjustments the Company makes to provide insight into operating results. GAAP to non-GAAP reconciliations accompany the condensed consolidated financial statements included in this release and have been published to the investor relations section of the Company’s Web site at http://investor.belden.com.

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	(In thousands, except per share data)
Revenues	$	612,435		$	597,244		$	2,356,672		$	2,309,222
Cost of sales	(350,651		)	(347,127		)	(1,375,678		)	(1,391,049		)
Gross profit	261,784			250,117			980,994			918,173
Selling, general and administrative expenses	(122,099		)	(130,094		)	(494,224		)	(525,518		)
Research and development	(34,304		)	(37,312		)	(140,601		)	(148,311		)
Amortization of intangibles	(22,782		)	(25,701		)	(98,385		)	(103,791		)
Impairment of assets held for sale	(23,931		)	—			(23,931		)	—
Operating income	58,668			57,010			223,853			140,553
Interest expense, net	(23,092		)	(26,582		)	(95,050		)	(100,613		)
Loss on debt extinguishment	(2,342		)	—			(2,342		)	—
Income from continuing operations before taxes	33,234			30,428			126,461			39,940
Income tax benefit	672			19,228			1,185			26,568
Income from continuing operations	33,906			49,656			127,646			66,508
Loss from discontinued operations, net of tax	—			—			—			(242		)
Loss from disposal of discontinued operations, net of tax	—			—			—			(86		)
Net income	33,906			49,656			127,646			66,180
Less: Net loss attributable to noncontrolling interest	(71		)	(24		)	(357		)	(24		)
Net income attributable to Belden	33,977			49,680			128,003			66,204
Less: Preferred stock dividends	8,733			—			15,428			—
Net income attributable to Belden common stockholders	$	25,244		$	49,680		$	112,575		$	66,204
Weighted average number of common shares and equivalents:
Basic	42,157			41,978			42,093			42,390
Diluted	42,674			42,482			42,557			42,953
Basic income (loss) per share attributable to Belden common stockholders:
Continuing operations	$	0.60		$	1.18		$	2.67		$	1.57
Discontinued operations	—			—			—			(0.01		)
Disposal of discontinued operations	—			—			—			—
Net income	$	0.60		$	1.18		$	2.67		$	1.56
Diluted income (loss) per share attributable to Belden common stockholders:
Continuing operations	$	0.59		$	1.17		$	2.65		$	1.55
Discontinued operations	—			—			—			(0.01		)
Disposal of discontinued operations	—			—			—			—
Net income	$	0.59		$	1.17		$	2.65		$	1.54
Common stock dividends declared per share	$	0.05		$	0.05		$	0.20		$	0.20

BELDEN INC.

OPERATING SEGMENT INFORMATION

(Unaudited)

	Broadcast  Solutions			Enterprise Connectivity Solutions			Industrial Connectivity Solutions			Industrial IT Solutions			Network  Security Solutions			Total  Segments
	(In thousands, except percentages)
For the three months ended December 31, 2016
Segment Revenues	$	208,787		$	150,237		$	146,730		$	58,881		$	43,521		$	608,156
Segment EBITDA	48,553			20,693			27,548			11,011			15,047			122,852
Segment EBITDA margin	23.3		%	13.8		%	18.8		%	18.7		%	34.6		%	20.2		%
Depreciation expense	4,143			3,198			2,873			647			1,094			11,955
Amortization of intangibles	9,942			426			598			1,499			10,317			22,782
Severance, restructuring, and acquisition integration costs	4,543			4,682			1,941			410			122			11,698
Purchase accounting effects of acquisitions	(3,186		)	912			—			—			—			(2,274		)
Deferred gross profit adjustments	383			—			—			—			892			1,275
Patent settlement	(5,554		)	—			—			—			—			(5,554		)
Impairment of assets held for sale	—			—			15,731			—			—			15,731
For the three months ended December 31, 2015
Segment Revenues	$	201,825		$	147,154		$	141,801		$	62,776		$	48,948		$602,504
Segment EBITDA	40,264			24,708			23,863			11,522			14,707			115,064
Segment EBITDA margin	19.9		%	16.8		%	16.8		%	18.4		%	30.0		%	19.1		%
Depreciation expense	4,052			3,144			2,705			580			1,019			11,500
Amortization of intangibles	12,439			428			725			1,490			10,619			25,701
Severance, restructuring, and acquisition integration costs	10,535			(109		)	3,174			167			(130		)	13,637
Purchase accounting effects of acquisitions	114			70			67			32			42			325
Deferred gross profit adjustments	(343		)	—			—			—			6,793			6,450
For the twelve months ended December 31, 2016
Segment Revenues	$	769,753		$	603,188		$	585,476		$	235,441		$	163,947		$	2,357,805
Segment EBITDA	137,870			101,298			101,248			45,067			47,706			433,189
Segment EBITDA margin	17.9		%	16.8		%	17.3		%	19.1		%	29.1		%	18.4		%
Depreciation expense	16,229			13,226			11,038			2,396			4,319			47,208
Amortization of intangibles	47,248			1,718			2,394			6,016			41,009			98,385
Severance, restructuring, and acquisition integration costs	10,414			11,962			9,923			6,320			151			38,770
Purchase accounting effects of acquisitions	(2,991		)	912			—			—			—			(2,079		)
Deferred gross profit adjustments	1,774			—			—			—			4,913			6,687
Patent settlement	(5,554		)	—			—			—			—			(5,554		)
Impairment of assets held for sale	—			—			15,731			—			—			15,731
For the twelve months ended December 31, 2015
Segment Revenues	$	739,970		$	605,910		$	603,350		$	244,303		$	167,050		$	2,360,583
Segment EBITDA	113,638			100,214			99,941			43,253			44,620			401,666
Segment EBITDA margin	15.4		%	16.5		%	16.6		%	17.7		%	26.7		%	17.0		%
Depreciation expense	16,295			12,591			11,235			2,293			4,137			46,551
Amortization of intangibles	49,812			1,720			3,154			5,859			43,246			103,791
Severance, restructuring, and acquisition integration costs	39,078			723			6,228			169			972			47,170
Purchase accounting effects of acquisitions	132			52			334			32			9,197			9,747
Deferred gross profit adjustments	2,446			—			—			—			50,430			52,876

BELDEN INC.

OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS

(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	(In thousands)
Total Segment Revenues	$	608,156		$	602,504		$	2,357,805		$	2,360,583
Deferred revenue adjustments	(1,275		)	(5,260		)	(6,687		)	(51,361		)
Patent settlement	5,554			—			5,554			—
Consolidated Revenues	$	612,435		$	597,244		$	2,356,672		$	2,309,222
Total Segment EBITDA	$	122,852		$	115,064		$	433,189		$	401,666
Income from equity method investment	716			311			1,793			1,770
Eliminations	(1,087		)	(752		)	(3,781		)	(2,748		)
Consolidated Adjusted EBITDA (1)	122,481			114,623			431,201			400,688
Amortization of intangibles	(22,782		)	(25,701		)	(98,385		)	(103,791		)
Depreciation expense	(11,955		)	(11,500		)	(47,208		)	(46,551		)
Severance, restructuring, and acquisition integration costs	(11,698		)	(13,637		)	(38,770		)	(47,170		)
Impairment of assets held for sale	(23,931		)	—			(23,931		)	—
Deferred gross profit adjustments	(1,275		)	(6,450		)	(6,687		)	(52,876		)
Patent settlement	5,554			—			5,554			—
Purchase accounting effects related to acquisitions	2,274			(325		)	2,079			(9,747		)
Consolidated operating income	58,668			57,010			223,853			140,553
Interest expense, net	(23,092		)	(26,582		)	(95,050		)	(100,613		)
Loss on debt extinguishment	(2,342		)	—			(2,342		)	—
Consolidated income from continuing operations before taxes	$	33,234		$	30,428		$	126,461		$	39,940

(1) Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures for additional information.

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2016			December 31, 2015
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	848,116		$	216,751
Receivables, net	388,059			387,386
Inventories, net	190,408			195,942
Other current assets	29,176			37,079
Assets held for sale	23,193			—
Total current assets	1,478,952			837,158
Property, plant and equipment, less accumulated depreciation	309,291			310,629
Goodwill	1,385,995			1,385,115
Intangible assets, less accumulated amortization	560,082			655,871
Deferred income taxes	33,706			34,295
Other long-lived assets	38,777			67,534
	$	3,806,803		$	3,290,602
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	258,203		$	223,514
Accrued liabilities	310,340			323,249
Current maturities of long-term debt	—			2,500
Liabilities held for sale	1,736			—
Total current liabilities	570,279			549,263
Long-term debt	1,620,161			1,725,282
Postretirement benefits	104,050			105,230
Deferred income taxes	14,276			46,034
Other long-term liabilities	36,720			39,270
Stockholders’ equity:
Preferred stock	1			—
Common stock	503			503
Additional paid-in capital	1,116,090			605,660
Retained earnings	783,812			679,716
Accumulated other comprehensive loss	(39,067		)	(58,987		)
Treasury stock	(401,026		)	(402,793		)
Total Belden stockholders’ equity	1,460,313			824,099
Noncontrolling interest	1,004			1,424
Total stockholders’ equity	1,461,317			825,523
	$	3,806,803		$	3,290,602

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Twelve Months Ended
	December 31, 2016			December 31, 2015
	(In thousands)
Cash flows from operating activities:
Net income	$	127,646		$	66,180
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	145,593			150,342
Impairment of assets held for sale	23,931			—
Share-based compensation	18,178			17,745
Loss on debt extinguishment	2,342			—
Deferred income tax benefit	(30,034		)	(45,674		)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(10,115		)	6,066
Inventories	2,677			19,204
Accounts payable	39,298			(38,907		)
Accrued liabilities	(13,181		)	59,214
Accrued taxes	11,722			11,981
Other assets	760			(4,840		)
Other liabilities	(4,023		)	149
Net cash provided by operating activities	314,794			241,460
Cash flows from investing activities:
Capital expenditures	(53,974		)	(54,969		)
Cash used to acquire businesses, net of cash acquired	(18,848		)	(695,345		)
Other	(827		)	—
Proceeds from disposal of business	—			3,527
Proceeds from disposal of tangible assets	392			533
Net cash used for investing activities	(73,257		)	(746,254		)
Cash flows from financing activities:
Proceeds from issuance of preferred stock, net	501,498			—
Borrowings under credit arrangements	222,050			200,000
Contribution from non-controlling interest	—			1,470
Payments under borrowing arrangements	(294,375		)	(152,500		)
Cash dividends paid	(16,079		)	(8,395		)
Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options	(7,480		)	(11,693		)
Debt issuance costs paid	(3,910		)	(898		)
Payments under share repurchase program	—			(39,053		)
Net cash provided by (used for) financing activities	401,704			(11,069		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(11,876		)	(8,548		)
Increase (decrease) in cash and cash equivalents	631,365			(524,411		)
Cash and cash equivalents, beginning of period	216,751			741,162
Cash and cash equivalents, end of period	$	848,116		$	216,751

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 and deferred revenue to fair value and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain revenues and 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 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.

	Three Months Ended						Twelve Months Ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	(In thousands, except percentages and per share amounts)
GAAP revenues	$	612,435		$	597,244		$	2,356,672		$	2,309,222
Deferred revenue adjustments	1,275			5,260			6,687			51,361
Patent settlement	(5,554		)	—			(5,554		)	—
Adjusted revenues	$	608,156		$	602,504		$	2,357,805		$	2,360,583
GAAP gross profit	$	261,784		$	250,117		$	980,994		$	918,173
Severance, restructuring, and acquisition integration costs	5,461			3,024			12,276			9,364
Deferred gross profit adjustments	1,275			6,450			6,687			52,876
Purchase accounting effects related to acquisitions	912			—			1,107			267
Accelerated depreciation	246			50			864			225
Patent settlement	(5,554		)	—			(5,554		)	—
Adjusted gross profit	$	264,124		$	259,641		$	996,374		$	980,905
GAAP gross profit margin	42.7		%	41.9		%	41.6		%	39.8		%
Adjusted gross profit margin	43.4		%	43.1		%	42.3		%	41.6		%
GAAP net income attributable to Belden	$	33,977		$	49,680		$	128,003		$	66,204
Interest expense, net	23,092			26,582			95,050			100,613
Loss on debt extinguishment	2,342			—			2,342			—

Income tax benefit	(672		)	(19,228		)	(1,185		)	(26,568		)
Loss from discontinued operations	—			—			—			242
Loss from disposal of discontinued operations	—			—			—			86
Noncontrolling interest	(71		)	(24		)	(357		)	(24		)
Total non-operating adjustments	24,691			7,330			95,850			74,349
Amortization of intangible assets	22,782			25,701			98,385			103,791
Severance, restructuring, and acquisition integration costs	11,698			13,637			38,770			47,170
Impairment of assets held for sale	23,931			—			23,931			—
Deferred gross profit adjustments	1,275			6,450			6,687			52,876
Accelerated depreciation	294			81			928			388
Purchase accounting effects related to acquisitions	(2,274		)	325			(2,079		)	9,747
Patent settlement	(5,554		)	—			(5,554		)	—
Total operating income adjustments	52,152			46,194			161,068			213,972
Depreciation expense	11,661			11,419			46,280			46,163
Adjusted EBITDA	$	122,481		$	114,623		$	431,201		$	400,688
GAAP net income margin	5.5		%	8.3		%	5.4		%	2.9		%
Adjusted EBITDA margin	20.1		%	19.0		%	18.3		%	17.0		%
GAAP income from continuing operations	$	33,906		$	49,656		$	127,646		$	66,508
Operating income adjustments from above	52,152			46,194			161,068			213,972
Loss on debt extinguishment	2,342			—			2,342			—
Tax effect of adjustments	(18,147		)	(26,558		)	(51,374		)	(66,777		)
Adjusted income from continuing operations	$	70,253		$	69,292		$	239,682		$	213,703
GAAP income from continuing operations	$	33,906		$	49,656		$	127,646		$	66,508
Less: Net loss attributable to noncontrolling interest	(71		)	(24		)	(357		)	(24		)
Less: Preferred stock dividends	8,733			—			15,428			—
GAAP income from continuing operations attributable to Belden common stockholders	$	25,244		$	49,680		$	112,575		$	66,532
Adjusted income from continuing operations	$	70,253		$	69,292		$	239,682		$	213,703
Less: Net loss attributable to noncontrolling interest	(71		)	(24		)	(357		)	(24		)
Less: Amortization expense attributable to noncontrolling interest, net of tax	16			5			64			5
Adjusted income from continuing operations attributable to Belden common stockholders	$	70,308		$	69,311		$	239,975		$	213,722
GAAP income from continuing operations per diluted share attributable to Belden common stockholders	$	0.59		$	1.17		$	2.65		$	1.55
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders	$	1.42		$	1.63		$	5.27		$	4.98
GAAP diluted weighted average shares	42,674			42,482			42,557			42,953
Adjustment for assumed conversion of preferred stock into common stock	6,857			—			2,979			—
Adjusted diluted weighted average shares	49,531			42,482			45,536			42,953

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 tangible 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						Twelve Months Ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	(In thousands)
GAAP net cash provided by operating activities	$	167,365		$	144,415		$	314,794		$	241,460
Capital expenditures, net of proceeds from the disposal of tangible assets	(17,807		)	(15,475		)	(53,582		)	(54,436		)
Non-GAAP free cash flow	$	149,558		$	128,940		$	261,212		$	187,024

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

2017 EARNINGS GUIDANCE

	Year Ended December 31, 2017	Three Months Ended April 2, 2017
Adjusted income per diluted share attributable to Belden common stockholders	$4.95 - $5.20	$0.83 - $0.93
Amortization of intangible assets	$(1.33)	$(0.34)
Severance, restructuring, and acquisition integration costs	$(0.27)	$(0.08)
GAAP income per diluted share attributable to Belden common stockholders	$3.35 - $3.60	$0.41 - $0.51

Our guidance for income per diluted share attributable to Belden common stockholders 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, purchase accounting effects related to acquisitions, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of tangible 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 statements made by us concerning the release may contain, forward-looking statements, including our expectations for the first quarter, and full-year 2017. Forward-looking statements also include statements regarding future financial performance (including revenues, 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 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 execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to successfully complete and integrate acquisitions in furtherance of the 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 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, 2015, filed with the SEC on February 25, 2016. 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 a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial, enterprise and broadcast markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today's applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the Company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.

Contact:

Belden Investor Relations

314-854-8054

Investor.Relations@Belden.com

BDC-E