2016 investor deck november v1

© 2016 Belden Inc. | belden.com | @BeldenInc

November 2016

Belden

Leading the Way to an

Interconnected World

© 2016 Belden Inc. | belden.com | @BeldenInc 2

Leading The Way to an Interconnected World

Delivering highly-engineered signal transmission

solutions for mission-critical applications in a diverse set of global markets

Business Platforms Applications Vertical Markets

Data

Sound

Video

Industrial

Enterprise

Broadcast


Five Business Platforms Delivering

Innovative Connectivity Solutions

Broadcast Enterprise Industrial

Connectivity

Industrial IT

Solutions

Network

Security

• Industrial and I/O Connectors

• Industrial Cable

• Distribution Boxes

• Customized Connectivity Solutions

• Ethernet Switches

• Wireless Systems

• Routers and Gateways

• Security Devices

• Network Management Software

• Copper and Fiber Connectivity

• Racks and Enclosures

• Ethernet, Fiber Optic and Coaxial Cabling

• Custom Infrastructure Solutions

• Broadcast Connectors

• Routers and Interfaces

• Broadband Connectivity

• Multi-Viewers and Monitoring and Control Systems

• Playout Systems

• Vulnerability Assessment

• Security Configuration Management

• Log Intelligence

• Analytics and Reporting

http://www.alphawire.com/en/default.aspx


A Global Signal Transmission Solutions Company

Broadcast Enterprise

Connectivity

Industrial

Connectivity Industrial IT

Network

Security

Market Size1 $4.0B $4.2B $4.0B $1.3B $4.3B

3-Year Market

Growth Rate1 1-3% 1-3% 0-2% 1-3% 10-12%

Market Share 19% 14% 15% 18% 4%

TTM Revenue $762.8M $600.1M $580.5M $239.3M $169.4M

TTM EBITDA

Margin 17.0% 17.5% 16.8% 19.0% 28.0%

Key Markets

• Broadband

• Broadcast

Studios

• Mobile

Production

• Finance

• Healthcare

• Commercial

Buildings

• Discrete

• Process

• Energy

• Transportation

• Finance

• Energy

• Retail

• Government

• Industrial

1. Served addressable market, 2015 estimates


2008 Versus 2015

Market

Broadcast

Enterprise

Industrial

Product

Networking

Connectivity

Cable

2008

Market Product

2015

Divested cable

Acquired software,

networking and

connectivity

Network Security Security

Broadcast

Enterprise

Industrial

Networking

Connectivity

Cable


Financial Performance

Revenues (M) EBITDA Margin1 Return on

Invested Capital2 Free Cash Flow3

2005 $1,246 8.5% 4.1% $37M

2015 $2,361 17.0% 12.0% $182M

Variance 6.6% CAGR Improvement of

850 bps

Average of

13.1% 17.3% CAGR

Driving best-in-class shareholder value

1. Non-GAAP results. See investor.belden.com for reconciliation to comparable GAAP results .

2. Excluding excess cash, Average of 2012-2015.

3. See investor.belden.com for reconciliation to comparable GAAP results


Connectivity Peers

Cable Peers

10.0%

20.0%

30.0%

40.0%

50.0%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

A Common Misperception About Belden

“Belden is a Wire and Cable company.”

Improvement of

1,930 bps

Belden’s Gross Profit Margin Exceeds Connectivity Peers

1. Adjusted results. See investor.belden.com for reconciliation to comparable GAAP results


10 Year EPS Growth

0%

5%

10%

15%

20%

25%

Peer A S&P 500 Peer B Peer C Peer D Belden

Since 2005, Belden has generated

upper quartile EPS growth of 22%*

*2005 - 2015


A Quality Balance Sheet with Long Term Maturities

Fixed long term debt with no significant maturities until 2022

Euro-denominated debt based on conversion rate at 10/2/16

$5

$700

$562

$200 $225

0

200

400

600

800

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

$5

$700

$568

$200 $222

$-

$200

$400

$600

$800

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026


4.2x

4.9x 4.9x 4.7x 4.6x

4.2x 4.5x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2010 2011 2012 2013 2014 2015 2016

Net Interest Coverage Ratio Has Been Consistent

Incurrence

Covenant

Belden generates more than 2x the required EBITDA

Net Interest Coverage Ratio


A Disciplined Capital Deployment Strategy

Innovation and

Market Expansion

Share

Repurchase M&A

Invest in

growth opportunities

Repurchase Belden stock

at attractive prices

Identify product and market

opportunities, and acquire with

a disciplined approach

• Product innovation

• Productivity

improvement

• Capital expenditure

• Repurchased 7.4 million shares at $47.43 average

• ~16% of outstanding shares

• $350M invested since 2011

• >$2.8 billion invested

since 2007

• >13% Cash ROIC on

acquisitions made

before 2015

2015 ROIC* = 12.0%

Deploy capital to highest ROIC project

* ROIC excluding excess cash


Operational Excellence

BUSINESS MODEL

Free Cash Flow

Greater Than Net

Income1

LEAN Enterprise

Market Delivery System

Talent Development

80% of capital

allocated to M&A

Continued Execution of Business Model to Drive

Ongoing Transformation

Cash Generation

Portfolio Improvement

1. Adjusted Net Income. See investor.belden.com for reconciliation to comparable GAAP results


A Commitment To Operational Excellence

LEAN

Enterprise

Market Delivery

System Talent

Development

Operational efficiency

through continuous

improvement on a

company-wide basis

Four inter-related

processes that provide

the foundation for

organic growth

Create and enhance

career opportunities for

talented new and

current associates

LEAN metrics are

utilized company-wide;

not just in

manufacturing

A global commercial

team capable of solving

complex networking

applications

98% retention rate of

high-potential

associates

75% internal fill rate


High Quality Earnings: Free Cash Flow Generation

Delivering 21.3% CAGR in free cash flow per share

0

1

2

3

4

5

6

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

FCF per Share1

1. Non-GAAP results. See investor.belden.com for reconciliation to comparable GAAP results

2. Adjusted amount. Excludes the $25.4M of Broadcast restructuring program that began in Q3 2015.

$2.41

$3.07 $3.38

$2.47

$0.71

$1.80

$4.882

$3.03 $3.16

$4.28 $4.46

21.3% CAGR


Buy leading companies… • That fit a strategic framework

• With top management teams

Our Inorganic Strategy

• That offer innovative products

• With opportunity for significant synergy

TALENTED

GLOBAL TEAM

IDENTIFYING ATTRACTIVE OPPORTUNITIES

THAT FIT WITHIN OUR STRATEGIC FRAMEWORK

To FURTHER our LEADERSHIP within each platform

Broadcast Enterprise Industrial Network Security


10%

12%

14%

16%

18%

20%

2010 2011 2012 2013 2014 2015

Consistent Margin Progression

We have shown the ability to consistently

improve margins in a low-growth environment

EBITDA

Margin

Goal:

18 - 20%

11.9% 11.7%

13.0%

15.7% 15.5%

EBITDA Margin (%)1

17.0% Peer Average

1. Non-GAAP results. See investor.belden.com for reconciliation to comparable GAAP results


Transformation To Drive Continued Margin Expansion

14%

16%

18%

20%

2015 Leverage Mix Productivity Inorganic 2018

140 bps 20 bps

120 bps 20 bps 20.0%

17.0%


Opportunity Exists to Drive Increased Shareholder Value

4x

8x

12x

16x E

V/E

BIT

DA

Mu

ltip

le

10% 15% 20% 25% 30% 5%

EBITDA-Capex Margin

A

B

C

Increased free cash flow margin drives multiple expansion

Legacy Peers

E

C D

A

B

Best In Class

Peers

F

2008

Today


Business Model Goals

THREE YEAR FINANCIAL GOALS

Growth 5 - 7%

EBITDA 18 - 20%

Return on Invested Capital 13 - 15%

Free Cash Flow Exceed Net Income

• Headwinds

− Weak global growth

− Strong US dollar

− Sustained low oil prices

• Tailwinds

− Broadband demand

− Smart Buildings

− Cybersecurity

Market Growth

1-3%

Share Capture

2%

Inorganic Activity

2%

Total

Growth

5-7% = + +


Accelerating Shareholder Value with

Strong Financial Performance

Balanced

Profitable

Well

Capitalized

Value

Creating

Consistent growth and balance across regions

and platforms drives predictable results

Business transformation delivering an

improved business model

Excellent cash flow generation, low cost of

capital creates significant strategic advantage

Disciplined approach to deploying capital

creates value


Q4 and Full Year 2016 Guidance*

Fiscal Year 2016

Revenues of between

$605 and $625

million

*Non-GAAP results. See following slide for reconciliation to comparable GAAP results

Q4 2016

EPS of between

$1.36 and

$1.46 per

diluted share

Revenues of between

$2.355 and

$2.375 billion

EPS of between

$5.20 and

$5.30 per

diluted share


GAAP to Non-GAAP Reconciliation

Year Ended Three Months Ended

December 31, 2016 October 2, 2016

Adjusted revenues $2.355 - $2.385 billion $595 - $615 million

Deferred revenue adjustments ($7 million) ($2 million)

GAAP revenues $2.348 - $2.378 billion $593 - $613 million

Adjusted income per diluted share attributable to Belden stockholders $5.15 - $5.35 $1.20 - $1.30

Amortization of intangible assets ($1.61) ($0.41)

Severance, restructuring, and acquisition integration costs ($0.55) ($0.26)

Deferred gross profit adjustments ($0.11) ($0.02)

GAAP income per diluted share attributable to Belden stockholders $2.88 - $3.08 $0.51 - $0.61

Our guidance for revenues and income per diluted share attributable to Belden 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.


Q3 2016 Earnings Release

Conference Call Presentation


Our commentary and responses to your questions may contain forward-looking

statements, including our outlook for the 2016 fourth quarter and full year. Forward-

looking statements also include projections of sales, earnings, general economic

conditions, market conditions, working capital, market shares, free cash flow, pricing

levels, and effective tax rates. Belden undertakes no obligation to update any such

statements to reflect later developments, except as required by law. Information on

factors that could cause actual results to vary materially from those discussed today is

available in the press release announcing 2016 third quarter results, our most recent

Annual Report on Form 10-K as filed with the SEC on February 25, 2016 (including

those discussed under “Risk Factors” in Part I, Item 1A and in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II,

Item 7), and our subsequent filings with the Securities and Exchange Commission.

Safe Harbor Statement

Non-GAAP Measures

On this call we will discuss some non-GAAP measures (denoted by footnote) in discussing Belden’s performance, and the reconciliation of those measures to the most comparable GAAP measures is contained within this presentation or available at our investor relations website, investor.belden.com.

investor.belden.com

investor.belden.com

investor.belden.com

investor.belden.com

investor.belden.com


• Achieved revenues of $602.5 million, an increase of 2.6% organically from the prior-year period;

• Generated EBITDA margins of 18.5%, an increase of 200 basis points from the year-ago period and within our long-term target range of 18-20%;

• Achieved EPS of $1.29, up 13% over last year’s $1.14;

• Generated an additional $58.0 million in free cash flow year-to-date compared to the year-ago period;

• Reduced net-debt to EBITDA leverage to 2.2x from 4.0x in the prior year.

Q3 2016 Highlights

Adjusted results. See Appendix for reconciliation to comparable GAAP results.

All references to EPS refer to income attributable to Belden common stockholders per diluted share.


Precision A/V

Cable and Connectivity

Q3 2016 Segment Overview

Revenue $39.6M

EBITDA Margin 29.5%

Revenue $60.2M

EBITDA Margin 21.2%

Revenue $156.7M

EBITDA Margin 17.4%

Revenue $149.8M

EBITDA Margin 15.8%

Revenue $196.2M

EBITDA Margin 18.6%

Broadcast

Enterprise

Connectivity

Industrial

Connectivity

Industrial

IT

Network

Security

Camera Mounted

Fiber Solutions

Signal Processing

& Routing

Monitoring

Systems

Automation Playout

& Branding

Systems

Industrial and

I/O Connectors

Industrial

Cables

IP/Networking

Cables

I/O Modules/

Active

Distribution

Boxes

Customer-Specific

Wiring

Copper and Fiber

Connectivity

Racks and

Enclosures

Ethernet,

Fiber Optic and Coaxial

Cables, Security

& Routing Wireless Switches Connectivity

Vulnerability Assessment Targeted Attack Detection Threat Analytics

Drop, Headend and

Hardline Connectors


Q3 2016 Financial Summary

Q3 2016 Q2 2016 Q3 2015

Revenue $602.5M $603.4M $590.1M

Gross profit $250.4M $252.0M $240.7M

Gross profit percentage 41.6% 41.8% 40.8%

EBITDA $111.5M $108.1M $97.5M

EBITDA percentage 18.5% 17.9% 16.5%

Net Income1 $61.4M $65.5M $48.9M

Earnings Per Share2 $1.29 $1.54 $1.14

Adjusted results. See Appendix for reconciliation to comparable GAAP results.

(1) All references to Net Income refer to adjusted income from continuing operations attributable to Belden

(2) All references to Earnings Per Share refer to income attributable to Belden common stockholders per diluted share.


Q3 2016 Segment Results

Consolidated are adjusted results. See Appendix for reconciliation to comparable GAAP results.

(1) Consolidated results include income from our equity method investment.

Broadcast Enterprise

Connectivity

Industrial

Connectivity Industrial IT

Network

Security Consolidated

Q3 2016

Revenue $196.2M $156.7M $149.8M $60.2M $39.6M $602.5M

EBITDA(1) $36.5M $27.3M $23.6M $12.8M $11.7M $111.5M

EBITDA Margin 18.6% 17.4% 15.8% 21.2% 29.5% 18.5%

Q2 2016

Revenue $193.5M $160.4M $147.8M $62.5M $39.1M $603.4M

EBITDA(1) $29.5M $29.6M $27.1M $12.7M $9.5M $108.1M

EBITDA Margin 15.2% 18.4% 18.3% 20.3% 24.3% 17.9%

Q3 2015

Revenue $186.7M $155.1M $147.7M $59.2M $41.4M $590.1M

EBITDA(1) $27.4M $25.7M $23.2M $10.5M $11.2M $97.5M

EBITDA Margin 14.7% 16.6% 15.7% 17.7% 27.2% 16.5%


Q3 2016 Balance Sheet Highlights

Q3 2016 Q2 2016 Q3 2015

Cash and cash equivalents $748M $176M $242M

Inventory turns 7.3x 7.1x 6.7x

Days sales outstanding 61 days 60 days 63 days

PP&E turns 7.4x 7.6x 7.4x

Total debt principal amount $1.71B $1.71B $1.91B

Net Leverage1 2.2x 3.6x 4.0x

(1) Net leverage calculated as (A) total debt less cash and cash equivalents divided by (B) trailing twelve months Adjusted EBITDA plus trailing twelve months stock based compensation

expense plus trailing twelve months long-term incentive plan expense for certain acquired companies.


Q3 2016 Cash Flow Highlights

(1) Capital expenditures, net of proceeds from the disposal of tangible assets. See Appendix for reconciliation.

(2) Free cash flow is not a term defined by generally accepted accounting principles (GAAP) and our definition may or may not be used consistently with other companies that define this term.

See Appendix for reconciliation to comparable GAAP results.

(3) Net of cash acquired.

Q3 2016 Q3 2015 YTD 2016 YTD 2015

Cash flows from operating activities $ 86.4M $ 86.9M $146.8M $ 92.0M

Less: Net capital expenditures(1) $ 10.7M $ 11.8M $ 35.8M $ 39.0M

Free cash flow (2) $ 75.7M $ 75.1M $ 111.0M $ 53.0M

Cash used to acquire businesses(3) $ 0.0M $ 0.0M $ 17.8M $ 695.3M

Cash dividends paid on common stock $ 2.1M $ 2.2M $ 6.3M $ 6.3M


Q4 2016(1)

• Revenue of $605 - $625 million

• Earnings Per Share2 of $1.36 - $1.46

Outlook

2016 Full Year(1)

• Revenue of $2.355 - $2.375 billion

• Earnings Per Share2 of $5.20 - $5.30

(1) Adjusted Outlook. See Appendix for reconciliation to comparable GAAP outlook.

(2) All references to EPS refer to income per diluted share attributable to Belden common stockholders.


Appendix


October 2, 2016 September 27, 2015 October 2, 2016 September 27, 2015

Revenues $ 601,109 $ 579,266 $ 1,744,237 $ 1,711,978

Cost of sales (355,147) (353,135) (1,025,027) (1,043,922)

Gross profit 245,962 226,131 719,210 668,056

Selling, general and administrative expenses (126,662) (127,792) (372,125) (395,424)

Research and development (33,512) (38,168) (106,297) (110,999)

Amortization of intangibles (23,808) (25,669) (75,603) (78,090)

Operating income 61,980 34,502 165,185 83,543

Interest expense, net (23,513) (25,416) (71,958) (74,031)

Income from continuing operations before taxes 38,467 9,086 93,227 9,512

Income tax benefit (expense) (2,902) 5,725 513 7,340

Income from continuing operations 35,565 14,811 93,740 16,852

Loss from discontinued operations, net of tax - (242) - (242)

Loss from disposal of discontinued operations, net of tax - - - (86)

Net income 35,565 14,569 93,740 16,524

Less: Net loss attributable to noncontrolling interest (88) - (286) -

Net income attributable to Belden 35,653 14,569 94,026 16,524

Less: Preferred stock dividends 6,695 - 6,695 -

Net income attributable to Belden common stockholders $ 28,958 $ 14,569 $ 87,331 $ 16,524

Weighted average number of common shares

and equivalents:

Basic 42,126 42,417 42,073 42,536

Diluted 42,601 42,908 42,532 43,117

Basic income (loss) per share attributable to Belden common

stockholders:

Continuing operations $ 0.69 $ 0.35 $ 2.08 $ 0.40

Discontinued operations - (0.01) - (0.01)

Disposal of discontinued operations - - - -

Net income $ 0.69 $ 0.34 $ 2.08 $ 0.39

Diluted income (loss) per share attributable to Belden common

stockholders:

Continuing operations $ 0.68 $ 0.35 $ 2.05 $ 0.39

Discontinued operations - (0.01) - (0.01)

Disposal of discontinued operations - - - -

Net income $ 0.68 $ 0.34 $ 2.05 $ 0.38

Common stock dividends declared per share $ 0.05 $ 0.05 $ 0.15 $ 0.15

Three Months Ended Nine Months Ended

(In thousands, except per share data)

Statement of Operations Unaudited


Broadcast

Solutions

Enterprise

Connectivity

Industrial

Connectivity

Industrial

IT

Network

Security Total Segments

For the three months ended October 2, 2016

Segment Revenues $ 196,173 $ 156,658 $ 149,847 $ 60,168 $ 39,622 602,468$

Segment EBITDA 36,545 27,294 23,649 12,771 11,677 111,936

Segment EBITDA margin 18.6% 17.4% 15.8% 21.2% 29.5% 18.6%

Depreciation expense 4,063 3,210 2,738 565 1,027 11,603

Amortization of intangibles 10,955 431 604 1,501 10,317 23,808

Severance, restructuring, and acquisition integration costs 174 5,573 4,746 2,302 - 12,795

Deferred gross profit adjustments 283 - - - 1,076 1,359

For the three months ended September 27, 2015

Segment Revenues 186,722$ 155,148$ 147,702$ 59,184$ 41,359$ 590,115$

Segment EBITDA 27,369 25,705 23,225 10,466 11,240 98,005


Depreciation expense 4,027 3,156 2,810 570 1,255 11,818

Amortization of intangibles 12,354 429 799 1,480 10,607 25,669

Severance, restructuring, and acquisition integration costs 13,722 192 118 54 57 14,143

Deferred gross profit adjustments 419 - - - 10,909 11,328

For the nine months ended October 2, 2016

Segment Revenues $ 560,966 $ 452,951 $ 438,746 $ 176,560 $ 120,426 1,749,649$

Segment EBITDA 89,317 80,605 73,700 34,056 32,659 310,337


Depreciation expense 12,086 10,028 8,165 1,749 3,225 35,253

Amortization of intangibles 37,306 1,292 1,796 4,517 30,692 75,603

Severance, restructuring, and acquisition integration costs 5,871 7,280 7,982 5,910 29 27,072

Purchase accounting effects of acquisitions 195 - - - - 195

Deferred gross profit adjustments 1,391 - - - 4,021 5,412

For the nine months ended September 27, 2015

Segment Revenues $ 538,145 $ 458,756 461,549$ 181,527$ 118,102$ 1,758,079$

Segment EBITDA 73,374 75,506 76,078 31,731 29,913 286,602


Depreciation expense 12,140 9,550 8,530 1,713 3,118 35,051

Amortization of intangibles 37,375 1,290 2,429 4,369 32,627 78,090

Severance, restructuring, and acquisition integration costs 28,532 843 3,054 2 1,102 33,533

Purchase accounting effects of acquisitions - - 267 - 9,155 9,422

Deferred gross profit adjustments 2,789 - - - 43,637 46,426

(In thousands, except percentages)

Operating Segment Information Unaudited


Operating Segment Reconciliation to Consolidated Results

Operating Segment Reconciliation to Consolidated

Results Unaudited


Total Segment Revenues $ 602,468 $ 590,115 $ 1,749,649 $ 1,758,079

Deferred revenue adjustments (1,359) (10,849) (5,412) (46,101)

Consolidated Revenues $ 601,109 $ 579,266 $ 1,744,237 $ 1,711,978

Total Segment EBITDA $ 111,936 $ 98,005 $ 310,337 $ 286,602

Income from equity method investment 586 348 1,077 1,459

Eliminations (977) (893) (2,694) (1,996)

Consolidated Adjusted EBITDA (1) 111,545 97,460 308,720 286,065

Amortization of intangibles (23,808) (25,669) (75,603) (78,090)

Deferred gross profit adjustments (1,359) (11,328) (5,412) (46,426)

Severance, restructuring, and acquisition integration costs (12,795) (14,143) (27,072) (33,533)

Depreciation expense (11,603) (11,818) (35,253) (35,051)

Purchase accounting effects related to acquisitions - - (195) (9,422)

Consolidated operating income 61,980 34,502 165,185 83,543

Interest expense, net (23,513) (25,416) (71,958) (74,031)

Consolidated income from continuing operations before taxes $ 38,467 $ 9,086 $ 93,227 $ 9,512


(In thousands)


October 2, 2016 December 31, 2015

(Unaudited)

Current assets:

Cash and cash equivalents 748,305$ 216,751$

Receivables, net 400,528 387,386

Inventories, net 193,500 195,942

Other current assets 55,345 37,079

Total current assets 1,397,678 837,158

Property, plant and equipment, less accumulated depreciation 323,110 310,629

Goodwill 1,399,847 1,385,115

Intangible assets, less accumulated amortization 590,785 655,871

Deferred income taxes 30,596 34,295

Other long-lived assets 69,947 67,534

3,811,963$ 3,290,602$

Current liabilities:

Accounts payable 220,827$ 223,514$

Accrued liabilities 294,209 323,249

Current maturities of long-term debt 2,500 2,500

Total current liabilities 517,536 549,263

Long-term debt 1,690,932 1,725,282

Postretirement benefits 106,779 105,230

Deferred income taxes 45,381 46,034

Other long-term liabilities 38,283 39,270

Stockholders’ equity:

Preferred stock 1 -

Common stock 503 503

Additional paid-in capital 1,114,348 605,660

Retained earnings 760,688 679,716

Accumulated other comprehensive loss (62,876) (58,987)

Treasury stock (400,718) (402,793)

Total Belden stockholders’ equity 1,411,946 824,099

Noncontrolling interest 1,106 1,424

Total stockholders' equity 1,413,052 825,523

3,811,963$ 3,290,602$

(In thousands)

ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

Balance Sheet


Cash Flow Statement Unaudited

October 2, 2016 September 27, 2015

Cash flows from operating activities:

Net income $ 93,740 $ 16,524

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 110,857 113,141

Share-based compensation 13,943 13,814

Tax benefit related to share-based compensation (623) (5,064)

Changes in operating assets and liabilities, net of the effects of currency exchange

rate changes and acquired businesses:

Receivables (9,843) (6,532)

Inventories 5,626 7,979

Accounts payable (3,889) (55,973)

Accrued liabilities (43,594) 29,354

Accrued taxes (16,752) (23,884)

Other assets 2,798 1,935

Other liabilities (5,457) 687

Net cash provided by operating activities 146,806 91,981

Cash flows from investing activities:

Capital expenditures (36,057) (39,106)

Cash used to acquire businesses, net of cash acquired (17,848) (695,345)

Proceeds from disposal of tangible assets 282 145

Proceeds from disposal of business - 3,527

Other (971) -

Net cash used for investing activities (54,594) (730,779)

Cash flows from financing activities:

Proceeds from issuance of preferred stock, net 501,498 -

Tax benefit related to share-based compensation 623 5,064

Borrowings under credit arrangements - 200,000

Payments under borrowing arrangements (51,875) (1,250)

Dividends paid on common stock (6,307) (6,386)

Withholding tax payments for share-based payment awards, net of proceeds from the exercise of stock options (5,302) (11,517)

Debt issuance costs paid - (643)

Payments under share repurchase program - (39,053)

Net cash provided by financing activities 438,637 146,215

Effect of foreign currency exchange rate changes on cash and cash equivalents 705 (6,682)

Increase (decrease) in cash and cash equivalents 531,554 (499,265)

Cash and cash equivalents, beginning of period 216,751 741,162

Cash and cash equivalents, end of period $ 748,305 $ 241,897

Nine Months Ended

(In thousands)


GAAP to Non-GAAP Reconciliation

Unaudited October 2, 2016 September 27, 2015 October 2, 2016 September 27, 2015

GAAP revenues 601,109$ 579,266$ 1,744,237$ 1,711,978$

Deferred revenue adjustments 1,359 10,849 5,412 46,101

Adjusted revenues 602,468$ 590,115$ 1,749,649$ 1,758,079$

GAAP gross profit 245,962$ 226,131$ 719,210$ 668,056$

Severance, restructuring, and integration costs 2,897 3,166 6,815 6,340

Deferred gross profit adjustments 1,359 11,328 5,412 46,426

Accelerated depreciation 206 75 618 175

Purchase accounting effects related to acquisitions - - 195 267

Adjusted gross profit 250,424$ 240,700$ 732,250$ 721,264$

GAAP gross profit margin 40.9% 39.0% 41.2% 39.0%

Adjusted gross profit margin 41.6% 40.8% 41.9% 41.0%

GAAP net income attributable to Belden 35,653$ 14,569$ 94,026$ 16,524$

Interest expense, net 23,513 25,416 71,958 74,031

Income tax expense (benefit) 2,902 (5,725) (513) (7,340)

Loss from discontinued operations - 242 - 242

Loss from disposal of discontinued operations - - - 86

Noncontrolling interest (88) - (286) -

Total non-operating adjustments 26,327 19,933 71,159 67,019

Amortization of intangible assets 23,808 25,669 75,603 78,090

Severance, restructuring, and integration costs 12,795 14,143 27,072 33,533

Deferred gross profit adjustments 1,359 11,328 5,412 46,426

Accelerated depreciation 222 125 634 307

Purchase accounting effects related to acquisitions - - 195 9,422

Total operating income adjustments 38,184 51,265 108,916 167,778

Depreciation expense 11,381 11,693 34,619 34,744

Adjusted EBITDA 111,545$ 97,460$ 308,720$ 286,065$

GAAP net income margin 5.9% 2.5% 5.4% 1.0%

Adjusted EBITDA margin 18.5% 16.5% 17.6% 16.3%

GAAP income from continuing operations 35,565$ 14,811$ 93,740$ 16,852$

Operating income adjustments from above 38,184 51,265 108,916 167,778

Tax effect of adjustments (12,313) (17,142) (33,227) (40,219)

Adjusted income from continuing operations 61,436$ 48,934$ 169,429$ 144,411$

GAAP income from continuing operations 35,565$ 14,811$ 93,740$ 16,852$



GAAP income from continuing operations attributable to Belden common stockholders 28,958$ 14,811$ 87,331$ 16,852$

Adjusted income from continuing operations 61,436$ 48,934$ 169,429$ 144,411$


Less: Amortization expense attributable to noncontrolling interest, net of tax 16 - 48 -


Adjusted income from continuing operations attributable to Belden common stockholders 54,813$ 48,934$ 162,972$ 144,411$

GAAP income from continuing operations per diluted share attributable to Belden common stockholders 0.68$ 0.35$ 2.05$ 0.39$

Adjusted income from continuing operations per diluted share attributable to Belden common stockholders 1.29$ 1.14$ 3.83$ 3.35$

GAAP and Adjusted diluted weighted average shares 42,601 42,908 42,532 43,117

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; 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 taxeffect of the adjustments, we include all current and deferred income taxexpense 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.


(In tho us ands , except percentages and per s hare amo unts )


Free Cash Flow GAAP To Non-GAAP Reconciliation Unaudited


GAAP net cash provided by operating activities 86,352$ 86,935$ 146,806$ 91,981$

Capital expenditures, net of proceeds from

the disposal of tangible assets (10,692) (11,817) (35,775) (38,961)

Non-GAAP free cash flow 75,660$ 75,118$ 111,031$ 53,020$

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.


( In tho us a nds )


Reconciliation of Non-GAAP Measures

2016 Revenue and Earnings Guidance

Year Ended Three Months Ended

December 31, 2016 December 31, 2016

Adjusted revenues $2.355 - $2.375 billion $605 - $625 million

Deferred revenue adjustments ($7 million) ($1 million)

GAAP revenues $2.348 - $2.368 billion $604 - $624 million

Adjusted income per diluted share attributable to Belden common stockholders $5.20 - $5.30 $1.36 - $1.46

Amortization of intangible assets ($1.56) ($0.30)

Severance, restructuring, and acquisition integration costs ($0.54) ($0.08)

Deferred gross profit adjustments ($0.11) ($0.02)

Loss on debt extinguishment ($0.03) ($0.03)

Purchase accounting effects ($0.02) ($0.02)

GAAP income per diluted share attributable to Belden common stockholders $2.94 - $3.04 $0.91 - $1.01

Our guidance for revenues and income per diluted share attributable to Belden common stockholders is based upon information

currently available regarding events and conditions that will impact our future operating results. In particular, our results are subject to

the factors listed under "Forward-Looking Statements" in this release. In addition, our actual results are likely to be impacted by

other additional events for which information is not available, such as asset impairments, purchase accounting effects related to

acquisitions, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of tangible assets,

gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet

known.

2016 investor deck november v1

Investor Relations

Transcript of 2016 investor deck november v1