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 4, 2021

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 4, 2021, Belden Inc. (the "Company") issued a press release announcing its financial results for the second quarter 2021. 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	Description
99.1	Company news release dated August 4, 2021, titled "Belden Reports Strong Results for Second Quarter 2021"

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 4, 2021	By:	/s/ Brian E. Anderson
		Brian E. Anderson
		Senior Vice President-Legal, General
		Counsel and Corporate Secretary

Document

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 2021

St. Louis, Missouri – August 4, 2021 - Belden Inc. (NYSE: BDC), a leading global supplier of specialty networking solutions, today reported fiscal second quarter 2021 results for the period ended July 4, 2021.

Second Quarter 2021

Revenues for the quarter totaled $602.0 million, increasing $177.2 million, or 41.7%, compared to $424.8 million in the year-ago period. Net income was $44.0 million, compared to $3.2 million in the year-ago period. Net income as a percentage of revenue was 7.3% compared to 0.7% in the year-ago period. EPS totaled $0.97, compared to $0.07 in the second quarter 2020.

Adjusted revenues for the quarter totaled $602.8 million. Adjusted EBITDA was $93.4 million, increasing $44.3 million, or 90.2%, compared to $49.1 million in the year-ago period. Adjusted EBITDA margin was 15.5%, compared to 11.6% in the year-ago period. Adjusted EPS was $1.21, compared to $0.46 in the second quarter 2020. 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 performed well again this quarter, and I am pleased to report total revenues and EPS that exceeded the high end of our guidance ranges. Demand continued to strengthen across our end markets, with second quarter revenues increasing 42% overall and 28% on an organic basis. Our global teams are executing our strategic plans and successfully navigating the inflationary environment, resulting in meaningful earnings growth, free cash flow growth and margin expansion.”

Outlook

“I am encouraged by our recent order rates and solid execution. We are increasing our full year 2021 guidance to reflect better than expected performance in the second quarter and an improved outlook for the remainder of the year. We are taking bold actions to accelerate organic growth, including aligning our portfolio around growth markets, driving innovation, and enhancing our commercial and solution-selling capabilities. Our strong first half performance is very gratifying, and I am pleased that our strategic growth initiatives are gaining traction,” said Mr. Vestjens.

On a GAAP basis, the Company expects third quarter 2021 revenues to be $589 – $604 million and EPS to be $0.56 - $0.66. For the full year ending December 31, 2021, the Company now expects revenues to be $2.318 - $2.348 billion, compared to prior guidance of $2.130 - $2.180 billion, and EPS to be $2.83 - $3.03, compared to prior guidance of $1.97 - $2.27.

The Company expects third quarter 2021 adjusted revenues to be $590 - $605 million and adjusted EPS to be $1.11 - $1.21. For the full year ending December 31, 2021, the Company now expects adjusted revenues to be $2.320 - $2.350 billion, compared to prior guidance of $2.130 - $2.180 billion, and adjusted EPS to be $4.37 - $4.57, compared to prior guidance of $3.50 - $3.80.

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 800-353-6461, with confirmation code 8744927. 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 4, 2021		June 28, 2020		July 4, 2021		June 28, 2020
	(In thousands, except per share data)
Revenues	$	601,974	$	424,811	$	1,138,355	$	888,337
Cost of sales	(390,439)		(274,871)		(735,476)		(567,896)
Gross profit	211,535		149,940		402,879		320,441
Selling, general and administrative expenses	(105,554)		(91,703)		(204,003)		(190,092)
Research and development expenses	(30,922)		(25,090)		(62,422)		(51,309)
Amortization of intangibles	(9,102)		(16,017)		(19,049)		(32,202)
Operating income	65,957		17,130		117,405		46,838
Interest expense, net	(14,878)		(14,257)		(30,389)		(27,581)
Non-operating pension benefit	1,445		700		2,129		1,399
Income from continuing operations before taxes	52,524		3,573		89,145		20,656
Income tax expense	(8,552)		(400)		(16,432)		(2,592)
Income from continuing operations	43,972		3,173		72,713		18,064
Loss from discontinued operations, net of tax	—		(71,054)		—		(97,164)
Net income (loss)	43,972		(67,881)		72,713		(79,100)
Less: Net income (loss) attributable to noncontrolling interest	208		24		283		(6)
Net income (loss) attributable to Belden stockholders	$	43,764	$	(67,905)	$	72,430	$	(79,094)
Weighted average number of common shares and equivalents:
Basic	44,759		44,557		44,717		44,969
Diluted	45,262		44,665		45,162		45,097
Basic income (loss) per share attributable to Belden stockholders:
Continuing operations	$	0.98	$	0.07	$	1.62	$	0.40
Discontinued operations	—		(1.59)		—		(2.16)
Net income (loss)	$	0.98	$	(1.52)	$	1.62	$	(1.76)
Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations	$	0.97	$	0.07	$	1.60	$	0.40
Discontinued operations	—		(1.59)		—		(2.16)
Net income (loss)	$	0.97	$	(1.52)	$	1.60	$	(1.76)
Common stock dividends declared per share	$	0.05	$	0.05	$	0.10	$	0.10

BELDEN INC.

OPERATING SEGMENT INFORMATION

(Unaudited)

		Enterprise Solutions			Industrial Solutions			Total Segments
	(In thousands, except percentages)
For the three months ended July 4, 2021
Segment Revenues		$	267,528		$	335,295		$	602,823
Segment EBITDA		35,269			56,731			92,000
Segment EBITDA margin		13.2		%	16.9		%	15.3		%
Depreciation expense		5,365			6,002			11,367
Amortization of intangibles		4,439			4,663			9,102
Amortization of software development intangible assets		20			587			607
Severance, restructuring, and acquisition integration costs		2,460			580			3,040
Adjustments related to acquisitions and divestitures		(32)			1,944			1,912
For the three months ended June 28, 2020
Segment Revenues		$	203,374		$	221,437		$	424,811
Segment EBITDA		22,231			26,449			48,680
Segment EBITDA margin		10.9		%	11.9		%	11.5		%
Depreciation expense		5,122			5,210			10,332
Amortization of intangibles		5,354			10,663			16,017
Amortization of software development intangible assets		56			330			386
Severance, restructuring, and acquisition integration costs		2,423			2,049			4,472
Adjustments related to acquisitions and divestitures		105			—			105
For the six months ended July 4, 2021
Segment Revenues		$	493,883		$	645,321		$	1,139,204
Segment EBITDA		63,375			108,094			171,469
Segment EBITDA margin		12.8		%	16.8		%	15.1		%
Depreciation expense		10,715			12,212			22,927
Amortization of intangibles		8,775			10,274			19,049
Amortization of software development intangible assets		52			1,244			1,296
Severance, restructuring, and acquisition integration costs		4,375			3,836			8,211
Adjustments related to acquisitions and divestitures		(6,318)			8,851			2,533
For the six months ended June 28, 2020
Segment Revenues		$	415,587		$	472,750		$	888,337
Segment EBITDA		46,943			61,976			108,919
Segment EBITDA margin		11.3		%	13.1		%	12.3		%
Depreciation expense		10,203			10,411			20,614
Amortization of intangibles		10,858			21,344			32,202
Amortization of software development intangible assets		111			605			716
Severance, restructuring, and acquisition integration costs		4,973			3,118			8,091
Adjustments related to acquisitions and divestitures		125			—			125

BELDEN INC.

OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS

(Unaudited)

	Three Months Ended				Six Months Ended
	July 4, 2021		June 28, 2020		July 4, 2021		June 28, 2020
	(In thousands)
Total Segment Revenues	$	602,823	$	424,811	$	1,139,204	$	888,337
Adjustments related to acquisitions	(849)		—		(849)		—
Consolidated Revenues	$	601,974	$	424,811	$	1,138,355	$	888,337
Total Segment EBITDA	$	92,000	$	48,680	$	171,469	$	108,919
Eliminations	(15)		(238)		(48)		(333)
Total non-operating pension benefit	1,445		700		2,129		1,399
Consolidated Adjusted EBITDA (1)	93,430		49,142		173,550		109,985
Interest expense, net	(14,878)		(14,257)		(30,389)		(27,581)
Depreciation expense	(11,367)		(10,332)		(22,927)		(20,614)
Amortization of intangibles	(9,102)		(16,017)		(19,049)		(32,202)
Severance, restructuring, and acquisition integration costs	(3,040)		(4,472)		(8,211)		(8,091)
Adjustments related to acquisitions and divestitures	(1,912)		(105)		(2,533)		(125)
Amortization of software development intangible assets	(607)		(386)		(1,296)		(716)
Income from continuing operations before taxes	$	52,524	$	3,573	$	89,145	$	20,656

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

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 4, 2021		December 31, 2020
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	423,291	$	501,994
Receivables, net	386,133		296,817
Inventories, net	304,821		247,298
Other current assets	50,725		52,289
Total current assets	1,164,970		1,098,398
Property, plant and equipment, less accumulated depreciation	360,338		368,620
Operating lease right-of-use assets	59,509		54,787
Goodwill	1,286,617		1,251,938
Intangible assets, less accumulated amortization	314,283		287,071
Deferred income taxes	30,144		29,536
Other long-lived assets	54,066		49,384
	$	3,269,927	$	3,139,734
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	299,428	$	244,120
Accrued liabilities	283,109		276,641
Total current liabilities	582,537		520,761
Long-term debt	1,527,047		1,573,726
Postretirement benefits	152,080		160,400
Deferred income taxes	43,205		38,400
Long-term operating lease liabilities	49,805		46,398
Other long-term liabilities	41,155		42,998
Stockholders’ equity:
Common stock	503		503
Additional paid-in capital	827,139		823,605
Retained earnings	518,774		450,876
Accumulated other comprehensive loss	(159,391)		(191,851)
Treasury stock	(319,274)		(332,552)
Total Belden stockholders’ equity	867,751		750,581
Noncontrolling interests	6,347		6,470
Total stockholders’ equity	874,098		757,051
	$	3,269,927	$	3,139,734

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Six Months Ended
	July 4, 2021		June 28, 2020
	(In thousands)
Cash flows from operating activities:
Net income (loss)	$	72,430	$	(79,100)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	43,272		53,533
Share-based compensation	13,513		8,798
Asset impairment	6,995		113,007
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables	(90,810)		52,602
Inventories	(50,111)		(9,769)
Accounts payable	50,158		(86,382)
Accrued liabilities	227		(13,697)
Income taxes	1,474		(46,274)
Other assets	(6,924)		13,971
Other liabilities	(13,570)		(18,819)
Net cash provided by (used for) operating activities	26,654		(12,130)
Cash flows from investing activities:
Cash from (used for) business acquisitions, net of cash acquired	(73,749)		590
Capital expenditures	(30,866)		(41,734)
Purchase of intangible assets	(3,650)		—
Proceeds from disposal of tangible assets	3,249		3,090
Proceeds from disposal of business, net of cash sold	10,798		—
Net cash used for investing activities	(94,218)		(38,054)
Cash flows from financing activities:
Cash dividends paid	(4,493)		(4,572)
Withholding tax payments for share-based payment awards	(2,009)		(1,058)
Payments under borrowing arrangements	(1,841)		(100,000)
Debt issuance costs paid	(1,728)		—
Other	(75)		(111)
Payments under share repurchase program	—		(35,000)
Payment of earnout consideration	—		(29,300)
Borrowings on revolver	—		190,000
Net cash provided by (used for) financing activities	(10,146)		19,959
Effect of foreign currency exchange rate changes on cash and cash equivalents	(993)		(2,620)
Decrease in cash and cash equivalents	(78,703)		(32,845)
Cash and cash equivalents, beginning of period	501,994		425,885
Cash and cash equivalents, end of period	$	423,291	$	393,040

The Condensed Consolidated Cash Flow Statement for the period ended June 28, 2020 includes the results of discontinued operations, which were sold on July 2, 2020.

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

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

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for the purchase accounting effect of recording deferred revenue at fair value in order to reflect the revenues that would have otherwise been recorded by acquired businesses had they remained as independent entities. We believe this presentation is useful in evaluating the underlying performance of acquired companies. Similarly, we adjust for other acquisition-related expenses, such as amortization of intangibles and other impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States.

	Three Months Ended						Six Months Ended
	July 4, 2021			June 28, 2020			July 4, 2021			June 28, 2020
	(In thousands, except percentages and per share amounts)
GAAP revenues	$	601,974		$	424,811		$	1,138,355		$	888,337
Adjustments related to acquisitions	849			—			849			—
Adjusted revenues	$	602,823		$	424,811		$	1,139,204		$	888,337
GAAP gross profit	$	211,535		$	149,940		$	402,879		$	320,441
Adjustments related to acquisitions and divestitures	1,995			105			2,811			125
Severance, restructuring, and acquisition integration costs	1,103			92			1,363			137
Amortization of software development intangible assets	607			386			1,296			716
Adjusted gross profit	$	215,240		$	150,523		$	408,349		$	321,419
GAAP gross profit margin	35.1		%	35.3		%	35.4		%	36.1		%
Adjusted gross profit margin	35.7		%	35.4		%	35.8		%	36.2		%
GAAP selling, general and administrative expenses	$	(105,554)		$	(91,703)		$	(204,003)		$	(190,092)
Severance, restructuring, and acquisition integration costs	1,937			4,380			6,848			7,954
Adjustments related to acquisitions and divestitures	(83)			—			(278)			—
Adjusted selling, general and administrative expenses	$	(103,700)		$	(87,323)		$	(197,433)		$	(182,138)
GAAP and adjusted research and development expenses	$	(30,922)		$	(25,090)		$	(62,422)		$	(51,309)
GAAP income from continuing operations	$	43,972		$	3,173		$	72,713		$	18,064
Interest expense, net	14,878			14,257			30,389			27,581
Income tax expense	8,552			400			16,432			2,592
Total non-operating adjustments	23,430			14,657			46,821			30,173
Amortization of intangible assets	9,102			16,017			19,049			32,202
Severance, restructuring, and acquisition integration costs	3,040			4,472			8,211			8,091
Adjustments related to acquisitions and divestitures	1,912			105			2,533			125
Amortization of software development intangible assets	607			386			1,296			716
Total operating income adjustments	14,661			20,980			31,089			41,134
Depreciation expense	11,367			10,332			22,927			20,614
Adjusted EBITDA	$	93,430		$	49,142		$	173,550		$	109,985
GAAP income from continuing operations margin	7.3		%	0.7		%	6.4		%	2.0		%
Adjusted EBITDA margin	15.5		%	11.6		%	15.2		%	12.4		%
GAAP income from continuing operations	$	43,972		$	3,173		$	72,713		$	18,064
Less:  Net income (loss) attributable to noncontrolling interest	208			24			283			(6)
GAAP net income from continuing operations attributable to Belden stockholders	$	43,764		$	3,149		$	72,430		$	18,070
GAAP income from continuing operations	$	43,972		$	3,173		$	72,713		$	18,064
Plus: Operating income adjustments from above	14,661			20,980			31,089			41,134
Less: Net income (loss) attributable to noncontrolling interest	208			24			283			(6)
Less: Tax effect of adjustments above	3,676			3,800			6,364			8,395
Adjusted net income from continuing operations attributable to Belden stockholders	$	54,749		$	20,329		$	97,155		$	50,809
GAAP income from continuing operations per diluted share attributable to Belden stockholders	$	0.97		$	0.07		$	1.60		$	0.40
Adjusted income from continuing operations per diluted share attributable to Belden stockholders	$	1.21		$	0.46		$	2.15		$	1.13
GAAP and adjusted diluted weighted average shares	45,262			44,665			45,162			45,097

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 4, 2021		June 28, 2020		July 4, 2021		June 28, 2020
	(In thousands)
GAAP net cash provided by (used for) operating activities	$	68,149	$	39,922	$	26,654	$	(12,130)
Capital expenditures, net of proceeds from the disposal of tangible assets	(16,406)		(19,799)		(27,617)		(38,644)
Non-GAAP free cash flow	$	51,743	$	20,123	$	(963)	$	(50,774)

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

2021 Guidance

	Year Ended	Three Months Ended
	December 31, 2021	October 3, 2021
	(In thousands)
GAAP revenues	$2.318 - $2.348 billion	$589 - $604 million
Adjustments related to acquisitions	$2 million	$1 million
Adjusted revenues	$2.320 - $2.350 billion	$590 - $605 million
GAAP income from continuing operations per diluted share attributable to Belden common stockholders	$2.83 - $3.03	$0.56 - $0.66
Amortization of intangible assets	0.72	0.19
Severance, restructuring, and acquisition integration costs	0.56	0.21
Loss from debt extinguishment	0.14	0.14
Adjustments related to acquisitions and divestitures	0.12	0.01
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders	$4.37 - $4.57	$1.11 - $1.21

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

Forward-Looking Statements

This release 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 2021 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 lack of certainty as to the duration and magnitude of the impact of COVID-19 and the economic recovery from that impact; the impact of a challenging global economy or a downturn in served markets; 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 cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials; the inability to obtain components in sufficient quantities on commercially reasonable terms; the competitiveness of the global markets in which we operate; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; 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 increased influence of chief information officers on purchasing decisions; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to achieve our strategic priorities in emerging markets; the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; 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; the inability to retain key employees; 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 year ended December 31, 2020, filed with the SEC on February 16, 2021. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, except as required by law.

About Belden

Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial and enterprise markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of audio, video and data needed for today's applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.

Contact:

Belden Investor Relations

314-854-8054

Investor.Relations@Belden.com