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, 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 November 2, 2022, Belden Inc. (the "Company") issued a press release announcing its financial results for the third 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 November 2, 2022, titled "Belden Reports Strong Results and Record EPS for Third 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: November 2, 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 and Record EPS for Third Quarter 2022

St. Louis, Missouri – November 2, 2022 - Belden Inc. (NYSE: BDC), a leading global supplier of network infrastructure solutions, today reported fiscal third quarter 2022 results for the period ended October 2, 2022.

Third Quarter 2022

Revenues for the quarter totaled $670 million, increasing $65 million, or 11%, compared to $605 million in the year-ago period. Net income was $104 million, compared to $44 million in the year-ago period. Net income as a percentage of revenue was 15.5%, compared to 7.3% in the year-ago period. Net income in the quarter included a $38 million pre-tax gain on the sale of an asset. EPS totaled a quarterly record $2.35, compared to $0.97 in the third quarter 2021.

Adjusted revenues for the quarter totaled $670 million, increasing $65 million, or 11%, compared to $605 million in the year-ago period. Adjusted EBITDA was $118 million, increasing $17 million, or 17%, compared to $101 million in the year-ago period. Adjusted EBITDA margin was 17.6%, compared to 16.7% in the year-ago period. Adjusted EPS was a quarterly record $1.77, increasing 33% compared to $1.33 in the third 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, “I am pleased with our third quarter performance and the strong execution by our global teams to meet the needs of our customers and deliver record quarterly EPS. Revenues increased organically by 15% in the third quarter. Once again, the strength was broad-based, with each of our businesses growing organically, demonstrating the strength and strategic positioning of our portfolio. Despite facing continued inflationary pressures, we delivered strong profitability, with expanded margins and 33% Adjusted EPS growth. Additionally, we continued to return capital to shareholders, while ending the quarter with net leverage of 1.1x.”

Outlook

“As a result of another strong quarter and an improved outlook for the fourth quarter, we are increasing our full-year 2022 guidance. Our full-year revenue guidance now reflects expected organic revenue growth of 15% to 16%, up from 12% to 13% in our prior guidance. The macroeconomic environment remains very dynamic with considerable uncertainties, including volatile foreign exchange rates and commodity prices. However, we have significant levels of customer backlog, and we continue to gain momentum with our strategic growth initiatives. We remain 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 fourth quarter 2022 revenues to be $635 - $650 million. Compared to third quarter 2022 revenues, the Company expects fourth quarter 2022 revenues to be lower due to a stronger U.S. dollar and typical seasonal patterns.

For the year ending December 31, 2022, the Company now expects revenues to be $2.583 - $2.598 billion, compared to prior guidance of $2.520 - $2.550 billion. The full-year revenue guidance now reflects expected organic growth of 15% - 16%, compared to prior guidance of 12% to 13%.

The Company expects fourth quarter 2022 GAAP EPS to be $1.27 - $1.37. For the year ending December 31, 2022, the Company now expects GAAP EPS to be $5.89 - $5.99, compared to prior guidance of $4.67 - $4.87.

The Company expects fourth quarter 2022 adjusted EPS to be $1.60 - $1.70. For the year ending December 31, 2022, the Company now expects adjusted EPS to be $6.27 - $6.37, compared to prior guidance of $5.90 - $6.10. The full-year adjusted EPS guidance now represents growth of 32% to 34%.

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 800-458-4121 with confirmation code 7787011. 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 Net Leverage

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. Net leverage is calculated as (A) total debt less cash and cash equivalents divided by (B) the sum of trailing twelve months Adjusted EBITDA plus trailing twelve months stock-based compensation expense.

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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
	(In thousands, except per share data)
Revenues	$	670,491	$	604,761	$	1,947,413	$	1,689,301
Cost of sales	(431,845)		(401,384)		(1,277,602)		(1,125,387)
Gross profit	238,646		203,377		669,811		563,914
Selling, general and administrative expenses	(110,478)		(95,337)		(318,747)		(269,542)
Research and development expenses	(26,306)		(23,235)		(75,751)		(68,110)
Amortization of intangibles	(10,105)		(7,780)		(28,099)		(22,945)
Asset impairments	—		(2,288)		—		(9,283)
Gain on sale of asset	37,891		—		37,891		—
Operating income	129,648		74,737		285,105		194,034
Interest expense, net	(9,883)		(16,251)		(35,570)		(46,632)
Loss on debt extinguishment	—		(5,715)		(6,392)		(5,715)
Non-operating pension benefit	26		992		2,296		3,121
Income from continuing operations before taxes	119,791		53,763		245,439		144,808
Income tax expense	(16,104)		(9,799)		(39,014)		(26,433)
Income from continuing operations	103,687		43,964		206,425		118,375
Loss from discontinued operations, net of tax	—		(2,647)		(3,685)		(4,345)
Loss on disposal of discontinued operations, net of tax	(5,366)		—		(9,933)		—
Net income	98,321		41,317		192,807		114,030
Less: Net income attributable to noncontrolling interest	27		53		111		336
Net income attributable to Belden stockholders	$	98,294	$	41,264	$	192,696	$	113,694
Weighted average number of common shares and equivalents:
Basic	43,466		44,851		44,181		44,762
Diluted	44,063		45,425		44,810		45,242
Basic income (loss) per share attributable to Belden stockholders:
Continuing operations	$	2.38	$	0.98	$	4.67	$	2.64
Discontinued operations	—		(0.06)		(0.08)		(0.10)
Disposal of discontinued operations	(0.12)		—		(0.22)		—
Net income	$	2.26	$	0.92	$	4.36	$	2.54
Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations	$	2.35	$	0.97	$	4.60	$	2.61
Discontinued operations	—		(0.06)		(0.08)		(0.10)
Disposal of discontinued operations	(0.12)		—		(0.22)		—
Net income	$	2.23	$	0.91	$	4.30	$	2.51
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 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 three months ended October 3, 2021
Segment Revenues		$	286,231		$	319,032		$	605,263
Segment EBITDA		40,411			59,947			100,358
Segment EBITDA margin		14.1		%	18.8		%	16.6		%
Depreciation expense		5,280			5,306			10,586
Amortization of intangibles		4,427			3,353			7,780
Amortization of software development intangible assets		20			414			434
Severance, restructuring, and acquisition integration costs		3,381			947			4,328
Adjustments related to acquisitions and divestitures		(713)			890			177
Asset impairments		—			2,288			2,288
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)
For the nine months ended October 3, 2021
Segment Revenues		$	780,114		$	910,538		$	1,690,652
Segment EBITDA		104,703			163,022			267,725
Segment EBITDA margin		13.4		%	17.9		%	15.8		%
Depreciation expense		16,015			15,956			31,971
Amortization of intangibles		13,202			9,743			22,945
Amortization of software development intangible assets		72			1,093			1,165
Severance, restructuring, and acquisition integration costs		7,797			4,742			12,539
Adjustments related to acquisitions and divestitures		(7,052)			2,767			(4,285)
Asset impairments		—			9,283			9,283

BELDEN INC.

OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS

(Unaudited)

	Three Months Ended				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
	(In thousands)
Total Segment Revenues	$	670,491	$	605,263	$	1,947,413	$	1,690,652
Adjustments related to acquisitions	—		(502)		—		(1,351)
Consolidated revenues	$	670,491	$	604,761	$	1,947,413	$	1,689,301
Total Segment EBITDA	$	117,165	$	100,358	$	325,461	$	267,725
Total non-operating pension benefit	26		992		2,296		3,121
Non-operating pension settlement loss	954		—		954		—
Eliminations	(51)		(28)		(156)		(73)
Consolidated Adjusted EBITDA (1)	118,094		101,322		328,555		270,773
Depreciation expense	(11,847)		(10,586)		(34,443)		(31,971)
Amortization of intangibles	(10,105)		(7,780)		(28,099)		(22,945)
Interest expense, net	(9,883)		(16,251)		(35,570)		(46,632)
Severance, restructuring, and acquisition integration costs	(4,560)		(4,328)		(14,140)		(12,539)
Non-operating pension settlement loss	(954)		—		(954)		—
Amortization of software development intangible assets	(868)		(434)		(2,856)		(1,165)
Loss on debt extinguishment	—		(5,715)		(6,392)		(5,715)
Asset impairments	—		(2,288)		—		(9,283)
Adjustments related to acquisitions and divestitures	2,023		(177)		1,447		4,285
Gain on sale of asset	37,891		—		37,891		—
Income from continuing operations before taxes	$	119,791	$	53,763	$	245,439	$	144,808

(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)

	October 2, 2022		December 31, 2021
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	547,466	$	641,563
Receivables, net	436,715		383,444
Inventories, net	351,440		345,203
Other current assets	48,987		58,283
Current assets of discontinued operations	—		449,402
Total current assets	1,384,608		1,877,895
Property, plant and equipment, less accumulated depreciation	332,458		343,564
Operating lease right-of-use assets	69,940		75,571
Goodwill	848,506		821,448
Intangible assets, less accumulated amortization	243,916		238,155
Deferred income taxes	29,702		31,486
Other long-lived assets	51,366		29,558
	$	2,960,496	$	3,417,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	297,759	$	377,765
Accrued liabilities	247,743		278,108
Current liabilities of discontinued operations	—		99,079
Total current liabilities	545,502		754,952
Long-term debt	1,045,348		1,459,991
Postretirement benefits	96,608		120,997
Deferred income taxes	59,124		49,027
Long-term operating lease liabilities	56,333		61,967
Other long-term liabilities	22,907		14,661
Stockholders’ equity:
Common stock	503		503
Additional paid-in capital	822,488		833,627
Retained earnings	691,722		505,717
Accumulated other comprehensive income (loss)	37,126		(70,566)
Treasury stock	(418,029)		(313,994)
Total Belden stockholders’ equity	1,133,810		955,287
Noncontrolling interests	864		795
Total stockholders’ equity	1,134,674		956,082
	$	2,960,496	$	3,417,677

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Nine Months Ended
	October 2, 2022		October 3, 2021
	(In thousands)
Cash flows from operating activities:
Net income	$	192,807	$	114,030
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	65,730		65,028
Share-based compensation	18,438		18,242
Loss on disposal of discontinued operations	9,934		—
Loss on debt extinguishment	6,392		5,715
Asset impairments	—		9,283
Gain on sale of asset	(37,891)		—
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables	(42,808)		(128,997)
Inventories	(11,393)		(58,900)
Accounts payable	(65,584)		73,740
Accrued liabilities	(41,247)		17,796
Income taxes	(2,347)		5,159
Other assets	4,269		(1,794)
Other liabilities	(17,500)		(17,383)
Net cash provided by operating activities	78,800		101,919
Cash flows from investing activities:
Proceeds from disposal of businesses, net of cash sold	334,574		10,798
Proceeds from disposal of assets	43,534		3,249
Purchase of intangible assets	—		(3,650)
Capital expenditures	(50,250)		(55,569)
Cash used for business acquisitions, net of cash acquired	(104,481)		(73,749)
Net cash provided by (used for) investing activities	223,377		(118,921)
Cash flows from financing activities:
Payments under borrowing arrangements	(230,639)		(360,304)
Payments under share repurchase program	(136,336)		—
Cash dividends paid	(6,762)		(6,740)
Withholding tax payments for share-based payment awards	(6,534)		(2,103)
Payments under financing lease obligations	(123)		(3,116)
Debt issuance costs paid	—		(7,785)
Proceeds from issuance of common stock	3,717		—
Borrowings under credit arrangements	—		356,010
Net cash used for financing activities	(376,677)		(24,038)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(21,791)		(3,201)
Decrease in cash and cash equivalents	(96,291)		(44,241)
Cash and cash equivalents, beginning of period	643,757		501,994
Cash and cash equivalents, end of period	$	547,466	$	457,753

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 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 2, 2022			October 3, 2021			October 2, 2022			October 3, 2021
	(In thousands, except percentages and per share amounts)
GAAP revenues	$	670,491		$	604,761		$	1,947,413		$	1,689,301
Adjustments related to acquisitions	—			502			—			1,351
Adjusted revenues	$	670,491		$	605,263		$	1,947,413		$	1,690,652
GAAP gross profit	$	238,646		$	203,377		$	669,811		$	563,914
Severance, restructuring, and acquisition integration costs	2,796			2,943			8,771			4,306
Amortization of software development intangible assets	868			434			2,856			1,165
Adjustments related to acquisitions and divestitures	514			890			1,648			3,701
Adjusted gross profit	$	242,824		$	207,644		$	683,086		$	573,086
GAAP gross profit margin	35.6		%	33.6		%	34.4		%	33.4		%
Adjusted gross profit margin	36.2		%	34.3		%	35.1		%	33.9		%
GAAP selling, general and administrative expenses	$	(110,478)		$	(95,337)		$	(318,747)		$	(269,542)
Severance, restructuring, and acquisition integration costs	1,764			1,385			5,369			8,233
Adjustments related to acquisitions and divestitures	(2,537)			(713)			(3,095)			(7,986)
Adjusted selling, general and administrative expenses	$	(111,251)		$	(94,665)		$	(316,473)		$	(269,295)
GAAP and adjusted research and development expenses	$	(26,306)		$	(23,235)		$	(75,751)		$	(68,110)
GAAP income from continuing operations	$	103,687		$	43,964		$	206,425		$	118,375
Income tax expense	16,104			9,799			39,014			26,433
Interest expense, net	9,883			16,251			35,570			46,632
Non-operating pension settlement loss	954			—			954			—
Loss on debt extinguishment	—			5,715			6,392			5,715
Total non-operating adjustments	26,941			31,765			81,930			78,780
Amortization of intangible assets	10,105			7,780			28,099			22,945
Severance, restructuring, and acquisition integration costs	4,560			4,328			14,140			12,539
Amortization of software development intangible assets	868			434			2,856			1,165
Asset impairments	—			2,288			—			9,283
Adjustments related to acquisitions and divestitures	(2,023)			177			(1,447)			(4,285)
Gain on sale of asset	(37,891)			—			(37,891)			—
Total operating income adjustments	(24,381)			15,007			5,757			41,647
Depreciation expense	11,847			10,586			34,443			31,971
Adjusted EBITDA	$	118,094		$	101,322		$	328,555		$	270,773
GAAP income from continuing operations margin	15.5		%	7.3		%	10.6		%	7.0		%
Adjusted EBITDA margin	17.6		%	16.7		%	16.9		%	16.0		%
GAAP income from continuing operations	$	103,687		$	43,964		$	206,425		$	118,375
Less:  Net income attributable to noncontrolling interest	27			53			111			336
GAAP net income from continuing operations attributable to Belden stockholders	$	103,660		$	43,911		$	206,314		$	118,039
GAAP income from continuing operations	$	103,687		$	43,964		$	206,425		$	118,375
Plus: Operating income adjustments from above	(24,381)			15,007			5,757			41,647
Plus: Non-operating pension settlement loss	954			—			954			—
Plus: Loss on debt extinguishment	—			5,715			6,392			5,715
Less: Net income attributable to noncontrolling interest	27			53			111			336
Less: Tax effect of adjustments above	2,121			4,042			10,360			9,360
Adjusted net income from continuing operations attributable to Belden stockholders	$	78,112		$	60,591		$	209,057		$	156,041
GAAP income from continuing operations per diluted share attributable to Belden stockholders	$	2.35		$	0.97		$	4.60		$	2.61
Adjusted income from continuing operations per diluted share attributable to Belden stockholders	$	1.77		$	1.33		$	4.67		$	3.45
GAAP and adjusted diluted weighted average shares	44,063			45,425			44,810			45,242

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 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
	(In thousands)
GAAP net cash provided by operating activities	$	87,381	$	74,982	$	78,800	$	101,919
Capital expenditures	(19,240)		(24,703)		(50,250)		(55,569)
Proceeds from disposal of assets	42,110		—		43,534		3,249
Non-GAAP free cash flow	$	110,251	$	50,279	$	72,084	$	49,599

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

2022 Guidance

	Year Ended	Three Months Ended
	December 31, 2022	December 31, 2022
	(In thousands)
GAAP income from continuing operations per diluted share attributable to Belden common stockholders	$5.89 - $5.99	$1.27 - $1.37
Amortization of intangible assets	0.71	0.19
Severance, restructuring, and acquisition integration costs	0.37	0.11
Loss from debt extinguishment	0.11	—
Gain on sale of asset	(0.81)	—
Adjustments related to acquisitions and divestitures	—	0.03
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders	$6.27 - $6.37	$1.60 - $1.70

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. Such information is not available for our 2025 fiscal year, and therefore 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 fourth quarter and full-year 2022. 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 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

314-854-8054

Investor.Relations@Belden.com

XML

Cover	Nov. 02, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 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