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): August 3, 2022

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 August 3, 2022, Belden Inc. (the "Company") issued a press release announcing its financial results for the second quarter 2022. 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	Company news release dated August 3, 2022, titled "Belden Reports Strong Results for Second Quarter 2022"

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: August 3, 2022	By:	/s/ Brian E. Anderson
		Brian E. Anderson
		Senior Vice President-Legal, General
		Counsel and Corporate Secretary

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 Strong Results for Second Quarter 2022

St. Louis, Missouri – August 3, 2022 - Belden Inc. (NYSE: BDC), a leading global supplier of network infrastructure solutions, today reported fiscal second quarter 2022 results for the period ended July 3, 2022.

Second Quarter 2022

Revenues for the quarter totaled $667 million, increasing $91 million, or 16%, compared to $576 million in the year-ago period. Net income was $59 million, compared to $45 million in the year-ago period. Net income as a percentage of revenue was 8.8%, compared to 7.9% in the year-ago period. EPS totaled $1.31, compared to $1.00 in the second quarter 2021.

Adjusted revenues for the quarter totaled $667 million, increasing $90 million, or 16%, compared to $577 million in the year-ago period. Adjusted EBITDA was $111 million, increasing $18 million, or 19%, compared to $93 million in the year-ago period. Adjusted EBITDA margin was 16.6%, compared to 16.1% in the year-ago period. Adjusted EPS was $1.60, increasing 31% compared to $1.22 in the second quarter 2021. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.

Roel Vestjens, President and CEO of Belden Inc., said, “We delivered another strong quarter of profitable growth. I am pleased with the revenue performance, up 18% organically, with broad-based strength across all businesses. Our global teams are executing our strategic plan and successfully navigating the inflationary environment, resulting in solid margin expansion and 31% EPS growth. Additionally, we continued to deploy capital to share repurchases, while ending the quarter with net leverage of 1.4x, below our recently announced target of 1.5x.”

Outlook

“As a result of the strong quarter and an improved outlook for the remainder of the year, we are increasing our full year 2022 guidance. Our full year revenue guidance now represents organic revenue growth of 12% to 13%, up from 7% to 9% in our prior guidance. The macroeconomic environment remains very dynamic with considerable uncertainties, including volatile foreign exchange rates and commodity prices. However, we continue to gain momentum with our strategic growth initiatives, and I am confident in our ability to support our customers, create value for our shareholders, and deliver at least $8.00 of adjusted EPS by 2025,” said Mr. Vestjens.

The Company expects third quarter 2022 revenues to be $625 - $640 million. Compared to second quarter 2022 revenues, the Company expects third quarter 2022 revenues to be lower by approximately $25 million due to a stronger U.S. dollar and lower copper pass-through pricing.

Driven by stronger organic growth, for the year ending December 31, 2022, the Company now expects revenues to be $2.520 - $2.550 billion, compared to prior guidance of $2.480 - $2.530 billion. The full year revenue guidance now represents organic growth of 12% to 13%, compared to prior guidance of 7% to 9%.

The Company expects third quarter 2022 GAAP EPS to be $1.16 - $1.26. For the year ending December 31, 2022, the Company now expects GAAP EPS to be $4.67 - $4.87, compared to prior guidance of $4.31 - $4.61.

The Company expects third quarter 2022 adjusted EPS to be $1.50 - $1.60. For the year ending December 31, 2022, the Company now expects adjusted EPS to be $5.90 - $6.10, compared to prior guidance of $5.55 - $5.85. The full year adjusted EPS guidance now represents growth of 24% to 28%.

Earnings Conference Call

Management will host a conference call today at 8:30 am ET to discuss results of the quarter. 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 1022870. 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 and Earnings per Share (EPS)

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.

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 website at https://investor.belden.com.

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Six Months Ended
	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
	(In thousands, except per share data)
Revenues	$	666,551	$	575,857	$	1,276,922	$	1,084,540
Cost of sales	(444,246)		(384,503)		(845,757)		(724,003)
Gross profit	222,305		191,354		431,165		360,537
Selling, general and administrative expenses	(105,203)		(93,570)		(208,269)		(174,205)
Research and development expenses	(25,989)		(22,263)		(49,445)		(44,875)
Amortization of intangibles	(9,177)		(7,172)		(17,994)		(15,165)
Asset impairments	—		—		—		(6,995)
Operating income	81,936		68,349		155,457		119,297
Interest expense, net	(11,276)		(14,870)		(25,687)		(30,381)
Loss on debt extinguishment	—		—		(6,392)		—
Non-operating pension benefit	1,070		1,445		2,270		2,129
Income from continuing operations before taxes	71,730		54,924		125,648		91,045
Income tax expense	(13,088)		(9,578)		(22,910)		(16,634)
Income from continuing operations	58,642		45,346		102,738		74,411
Loss from discontinued operations, net of tax	—		(1,374)		(3,685)		(1,698)
Loss on disposal of discontinued operations, net of tax	—		—		(4,567)		—
Net income	58,642		43,972		94,486		72,713
Less: Net income attributable to noncontrolling interest	81		208		84		283
Net income attributable to Belden stockholders	$	58,561	$	43,764	$	94,402	$	72,430
Weighted average number of common shares and equivalents:
Basic	44,252		44,759		44,535		44,717
Diluted	44,782		45,262		45,179		45,162
Basic income (loss) per share attributable to Belden stockholders:
Continuing operations	$	1.32	$	1.01	$	2.31	$	1.66
Discontinued operations	—		(0.03)		(0.08)		(0.04)
Disposal of discontinued operations	—		—		(0.10)		—
Net income	$	1.32	$	0.98	$	2.12	$	1.62
Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations	$	1.31	$	1.00	$	2.27	$	1.64
Discontinued operations	—		(0.03)		(0.08)		(0.04)
Disposal of discontinued operations	—		—		(0.10)		—
Net income	$	1.31	$	0.97	$	2.09	$	1.60
Common stock dividends declared per share	$	0.05	$	0.05	$	0.10	$	0.10

BELDEN INC.

OPERATING SEGMENT INFORMATION

(Unaudited)

		Enterprise Solutions			Industrial Automation Solutions			Total Segments
	(In thousands, except percentages)
For the three months ended July 3, 2022
Segment Revenues		$	307,444		$	359,107		$	666,551
Segment EBITDA		41,887			68,060			109,947
Segment EBITDA margin		13.6		%	19.0		%	16.5		%
Depreciation expense		5,768			5,602			11,370
Amortization of intangibles		4,442			4,735			9,177
Amortization of software development intangible assets		22			959			981
Severance, restructuring, and acquisition integration costs		4,575			1,282			5,857
Adjustments related to acquisitions and divestitures		(558)			1,134			576
For the three months ended July 4, 2021
Segment Revenues		$	267,528		$	309,178		$	576,706
Segment EBITDA		36,001			55,464			91,465
Segment EBITDA margin		13.5		%	17.9		%	15.9		%
Depreciation expense		5,372			5,286			10,658
Amortization of intangibles		4,439			2,733			7,172
Amortization of software development intangible assets		20			302			322
Severance, restructuring, and acquisition integration costs		2,464			576			3,040
Adjustments related to acquisitions and divestitures		(32)			1,944			1,912
For the six months ended July 3, 2022
Segment Revenues		$	575,874		$	701,048		$	1,276,922
Segment EBITDA		72,708			135,588			208,296
Segment EBITDA margin		12.6		%	19.3		%	16.3		%
Depreciation expense		11,194			11,402			22,596
Amortization of intangibles		8,539			9,455			17,994
Amortization of software development intangible assets		44			1,944			1,988
Severance, restructuring, and acquisition integration costs		4,903			4,677			9,580
Adjustments related to acquisitions and divestitures		(558)			1,134			576
For the six months ended July 4, 2021
Segment Revenues		$	493,883		$	591,506		$	1,085,389
Segment EBITDA		64,292			103,075			167,367
Segment EBITDA margin		13.0		%	17.4		%	15.4		%
Depreciation expense		10,735			10,650			21,385
Amortization of intangibles		8,775			6,390			15,165
Amortization of software development intangible assets		52			679			731
Severance, restructuring, and acquisition integration costs		4,416			3,795			8,211
Adjustments related to acquisitions and divestitures		(6,339)			1,877			(4,462)
Asset impairments		—			6,995			6,995

BELDEN INC.

OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS

(Unaudited)

	Three Months Ended				Six Months Ended
	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
	(In thousands)
Total segment revenues	$	666,551	$	576,706	$	1,276,922	$	1,085,389
Adjustments related to acquisitions	—		(849)		—		(849)
Consolidated revenues	$	666,551	$	575,857	$	1,276,922	$	1,084,540
Total Segment EBITDA	$	109,947	$	91,465	$	208,296	$	167,367
Eliminations	(50)		(12)		(105)		(45)
Total non-operating pension benefit	1,070		1,445		2,270		2,129
Consolidated Adjusted EBITDA (1)	110,967		92,898		210,461		169,451
Interest expense, net	(11,276)		(14,870)		(25,687)		(30,381)
Depreciation expense	(11,370)		(10,658)		(22,596)		(21,385)
Amortization of intangibles	(9,177)		(7,172)		(17,994)		(15,165)
Amortization of software development intangible assets	(981)		(322)		(1,988)		(731)
Loss on debt extinguishment	—		—		(6,392)		—
Severance, restructuring, and acquisition integration costs	(5,857)		(3,040)		(9,580)		(8,211)
Asset impairments	—		—		—		(6,995)
Adjustments related to acquisitions and divestitures	(576)		(1,912)		(576)		4,462
Income from continuing operations before taxes	$	71,730	$	54,924	$	125,648	$	91,045

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

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	July 3, 2022		December 31, 2021
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	527,682	$	641,563
Receivables, net	425,553		383,444
Inventories, net	394,346		345,203
Other current assets	61,268		58,283
Current assets of discontinued operations	—		449,402
Total current assets	1,408,849		1,877,895
Property, plant and equipment, less accumulated depreciation	340,610		343,564
Operating lease right-of-use assets	73,225		75,571
Goodwill	861,131		821,448
Intangible assets, less accumulated amortization	256,207		238,155
Deferred income taxes	33,731		31,486
Other long-lived assets	52,264		29,558
	$	3,026,017	$	3,417,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	349,446	$	377,765
Accrued liabilities	240,891		278,108
Current liabilities of discontinued operations	—		99,079
Total current liabilities	590,337		754,952
Long-term debt	1,137,853		1,459,991
Postretirement benefits	107,394		120,997
Deferred income taxes	59,849		49,027
Long-term operating lease liabilities	60,018		61,967
Other long-term liabilities	21,483		14,661
Stockholders’ equity:
Common stock	503		503
Additional paid-in capital	820,602		833,627
Retained earnings	595,613		505,717
Accumulated other comprehensive loss	(14,487)		(70,566)
Treasury stock	(354,029)		(313,994)
Total Belden stockholders’ equity	1,048,202		955,287
Noncontrolling interests	881		795
Total stockholders’ equity	1,049,083		956,082
	$	3,026,017	$	3,417,677

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Six Months Ended
	July 3, 2022		July 4, 2021
	(In thousands)
Cash flows from operating activities:
Net income	$	94,486	$	72,713
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	42,686		43,272
Loss on debt extinguishment	6,392		—
Share-based compensation	10,870		13,513
Asset impairments	—		6,995
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables	(20,699)		(90,810)
Inventories	(47,305)		(50,111)
Accounts payable	(23,563)		50,158
Accrued liabilities	(58,525)		227
Income taxes	163		1,474
Other assets	(2,634)		(6,924)
Other liabilities	(10,452)		(13,853)
Net cash provided by (used for) operating activities	(8,581)		26,654
Cash flows from investing activities:
Proceeds from disposal of businesses, net of cash sold	338,686		10,798
Proceeds from disposal of tangible assets	1,424		3,249
Capital expenditures	(31,010)		(30,866)
Cash used for business acquisitions, net of cash acquired	(104,123)		(73,749)
Purchase of intangible assets	—		(3,650)
Net cash provided by (used for) investing activities	204,977		(94,218)
Cash flows from financing activities:
Payments under borrowing arrangements	(230,639)		(1,841)
Payments under share repurchase program	(66,559)		—
Withholding tax payments for share-based payment awards	(5,167)		(2,009)
Cash dividends paid	(4,520)		(4,493)
Payments under financing lease obligations	(83)		(75)
Debt issuance costs paid	—		(1,728)
Proceeds from issuance of common stock	3,717		—
Net cash used for financing activities	(303,251)		(10,146)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(9,220)		(993)
Decrease in cash and cash equivalents	(116,075)		(78,703)
Cash and cash equivalents, beginning of period	643,757		501,994
Cash and cash equivalents, end of period	$	527,682	$	423,291

The Condensed Consolidated Cash Flow Statement includes the results of discontinued operations up to the disposal date, February 22, 2022.

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 tangible 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						Six Months Ended
	July 3, 2022			July 4, 2021			July 3, 2022			July 4, 2021
	(In thousands, except percentages and per share amounts)
GAAP revenues	$	666,551		$	575,857		$	1,276,922		$	1,084,540
Adjustments related to acquisitions	—			849			—			849
Adjusted revenues	$	666,551		$	576,706		$	1,276,922		$	1,085,389
GAAP gross profit	$	222,305		$	191,354		$	431,165		$	360,537
Severance, restructuring, and acquisition integration costs	4,611			1,103			5,975			1,363
Amortization of software development intangible assets	981			322			1,988			731
Adjustments related to acquisitions and divestitures	1,134			1,995			1,134			2,811
Adjusted gross profit	$	229,031		$	194,774		$	440,262		$	365,442
GAAP gross profit margin	33.4		%	33.2		%	33.8		%	33.2		%
Adjusted gross profit margin	34.4		%	33.8		%	34.5		%	33.7		%
GAAP selling, general and administrative expenses	$	(105,203)		$	(93,570)		$	(208,269)		$	(174,205)
Severance, restructuring, and acquisition integration costs	1,246			1,937			3,605			6,848
Adjustments related to acquisitions and divestitures	(558)			(83)			(558)			(7,273)
Adjusted selling, general and administrative expenses	$	(104,515)		$	(91,716)		$	(205,222)		$	(174,630)
GAAP and adjusted research and development expenses	$	(25,989)		$	(22,263)		$	(49,445)		$	(44,875)
GAAP income from continuing operations	$	58,642		$	45,346		$	102,738		$	74,411
Interest expense, net	11,276			14,870			25,687			30,381
Income tax expense	13,088			9,578			22,910			16,634
Loss on debt extinguishment	—			—			6,392			—
Total non-operating adjustments	24,364			24,448			54,989			47,015
Amortization of intangible assets	9,177			7,172			17,994			15,165
Severance, restructuring, and acquisition integration costs	5,857			3,040			9,580			8,211
Amortization of software development intangible assets	981			322			1,988			731
Asset impairments	—			—			—			6,995
Adjustments related to acquisitions and divestitures	576			1,912			576			(4,462)
Total operating income adjustments	16,591			12,446			30,138			26,640
Depreciation expense	11,370			10,658			22,596			21,385
Adjusted EBITDA	$	110,967		$	92,898		$	210,461		$	169,451
GAAP income from continuing operations margin	8.8		%	7.9		%	8.0		%	6.9		%
Adjusted EBITDA margin	16.6		%	16.1		%	16.5		%	15.6		%
GAAP income from continuing operations	$	58,642		$	45,346		$	102,738		$	74,411
Less:  Net income attributable to noncontrolling interest	81			208			84			283
GAAP net income from continuing operations attributable to Belden stockholders	$	58,561		$	45,138		$	102,654		$	74,128
GAAP income from continuing operations	$	58,642		$	45,346		$	102,738		$	74,411
Plus: Operating income adjustments from above	16,591			12,446			30,138			26,640
Plus: Loss on debt extinguishment	—			—			6,392			—
Less: Net income attributable to noncontrolling interest	81			208			84			283
Less: Tax effect of adjustments above	3,692			2,498			8,239			5,318
Adjusted net income from continuing operations attributable to Belden stockholders	$	71,460		$	55,086		$	130,945		$	95,450
GAAP income from continuing operations per diluted share attributable to Belden stockholders	$	1.31		$	1.00		$	2.27		$	1.64
Adjusted income from continuing operations per diluted share attributable to Belden stockholders	$	1.60		$	1.22		$	2.90		$	2.11
GAAP and adjusted diluted weighted average shares	44,782			45,262			45,179			45,162

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				Six Months Ended
	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
	(In thousands)
GAAP net cash provided by (used for) operating activities	$	49,374	$	68,149	$	(8,581)	$	26,654
Capital expenditures, net of proceeds from the disposal of tangible assets	(18,679)		(16,406)		(29,586)		(27,617)
Non-GAAP free cash flow	$	30,695	$	51,743	$	(38,167)	$	(963)

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

2022 Guidance

	Year Ended	Three Months Ended
	December 31, 2022	October 2, 2022
	(In thousands)
GAAP income from continuing operations per diluted share attributable to Belden common stockholders	$4.67 - $4.87	$1.16 - $1.26
Amortization of intangible assets	0.71	0.19
Severance, restructuring, and acquisition integration costs	0.39	0.15
Loss from debt extinguishment	0.11	—
Adjustments related to acquisitions and divestitures	0.02	—
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders	$5.90 - $6.10	$1.50 - $1.60

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 tangible assets, gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet known. Such information is not available for our 2025 fiscal year, and as such we are unable to estimate 2025 GAAP income from continuing operations per diluted share attributable to Belden common stockholders.

Forward-Looking Statements

This release and any statements made by us concerning the subject matter of this release may contain forward-looking statements, including our expectations for the third quarter and full-year 2022, and the results of our restructuring program. Forward-looking statements also 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. 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 disruptions in the global supply chain, including the inability to obtain raw materials and components in sufficient quantities on commercially reasonable terms; the lack of certainty as to the duration and magnitude of the impact of COVID-19 and the economic recovery from that impact; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of a challenging global economy or a downturn in served markets; the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; inflation and changes in the price and availability of raw materials leading to higher input and labor costs; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to retain key employees; the increased influence of chief information officers on purchasing decisions; disruptions in the Company’s information systems including due to cyber-attacks leading to exposures of personally identifiable information; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the competitiveness of the global markets in which we operate; the presence of substitute products in the marketplace; the increased prevalence of cloud computing; the inability of the Company to develop and introduce new products and competitive responses to our products; 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 activists proposing certain actions by the Company; perceived or actual product failures; risks related to the use of open source software; disruption of, or changes in, the Company’s key distribution channels; 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; the impact of regulatory requirements and other legal compliance issues; 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, 2021, filed with the SEC on February 15, 2022. 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 100-plus years, 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 or follow us on Twitter @BeldenInc.

Contact:

Belden Investor Relations

314-854-8054

Investor.Relations@Belden.com

XML

Cover	Aug. 03, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 2022
Entity Registrant Name	Belden Inc.
Entity Central Index Key	0000913142
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-12561
Entity Tax Identification Number	36-3601505
Entity Address, Address Line One	1 North Brentwood Boulevard
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	854-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	BDC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false