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): 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	Company news release dated November 2, 2023, titled "Belden Reports Third Quarter Results"

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

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 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 code6123821. 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		8			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	3		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

XML

Cover	Nov. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 2023
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