Belden Inc

Item 1A. Risk Factors

Following is a discussion of some of the more significant risks that could materially impact our business. There may be additional risks that impact our business that we currently do not recognize as, or that are not currently, material to our business.

Business and Operational Risks

Volatility in global trade policies and practiceCyber security incidents have and could in the future interfere with our business and operations.

Computer hacking, malware, phishing, and spamming attacks against online networking platforms have become more prevalent, more recently enhanced by the use of artificial intelligence (AI) tools. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could have direct also be expensive to remedy, harm our reputation or brand indirect impacts os, and/or lead users to lose trust and confidence in our business.

In February 2025, the United States government issu We, and others on our behalf, also have possession of personally identifiable information (PII) with respect to employees, vendors, customers, and others. Based ordersupon a past increasing tariffs on imports from certainident, we have implemented safeguards to protect the privacy of PII as it is possible that hackers or others might obtain this information. We may be subject to potentially countriestly remedial actions, including Canada, China and Mexico on certainfines, penalties, lawsuits, and reputational damage in the event of a future incident.

Volatility in global trade policies and products, including steelactices could have direct and aluminum, and has discussindirect impacts on our business.

Throughout 2025, the United States government issued orders increasing tariffs globally, which is likely to lead to reciprocal tariffs on U.S. exports to thos on imports from nearly every country in the world on certain products. In some countries. Implementases, this has led to negotiations of orders related to Canadanew trade deals and Mexico was initially deferred until March 2025. in others, it has resulted in reciprocal tariffs on U.S. exports. Because not all goods can be sourced in all countries, global companies like Belden will experience increased costs in their supply chains that may lead to reduced margins or increased prices. These increased costs and the uncertainty during transition periods could lead to changes in buying behavior, such as decreased demand. These impacts could have a negative effect on our financial results, including our revenue an, gross margins, and profitability.

Cyber secur

Supply chain issues, including scarcity incidof raw materials or other components have andnecessary to produce the products we manufacture, could in the future interfere withcrease costs or cause a delay in our ability to fulfill orders, and could adversely affect our business andfuture results of operations.

Computer hacking, malware, phishing, and our overall financial performance.

The Company relies on an extended spamming attacks against online networking platforms have become more prevalent. Though it is difupply chain and the availability of certain raw materials, including but not limited to copper, to produce a significult to determine what, if anant amount of our products. A reduction or interruption in supply, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, haran inability to procure quality raw materials in a cost-effective manner and constrain volatile materials costs, a failure to monitor contract compliance to ensure and sustain sourcing savings, a failure to procure adequate inventory or raw materials from our reputation or brands, and/orsuppliers, or regulatory changes may lead users to lose trustdelays in manufacturing and confidenceincreases in our businescosts. We, and others on our behalf, also have possession of personally identifiab

Many components, including those that are available from multiple information (PII) with respsources, are at times subject to employees, vendors, customers, and oindustry-wide shortages that could materially adversely affect thers. Based up Companys financial condition a past incident, we have implemend operating results. While the Company has ented safeguards to protectred into agreements for the privacsupply of PII as it is possiblmany components, there can be no assurance that hackers or othe Company will be able to extend or renew thers might obtain this information. Wese agreements on similar terms, or at all. Component suppliers may be subject tosuffer from potentiallyor financial costly remedial acnditions, fines, penalties, lawsuits, and reputwhich can lead to business failure for the supplier or consolidational damage within a particular in dustry, furthe event of a future incidr limiting the Companys ability to obtain sufficient.

Furthermore, we re quantities of components on commercially on our informareasonable terms. Restriction systems ands on thosee free movement of third parties that maintain proprietary company information about our productgoods, like tariffs or sanctions regimes, or health crises, such as and intellectual property, as well as f pandemic, could impact the regular availability or processing customer orders, manufacturing and shippcost of important components. If the Companys supply of components for a new or existing products, billing ou were delayed or customers, trackonstrained, or if an outsourcing inventory, supporting accounting functions andpartner delayed shipments of completed products to the Company, the Companys financial statement prepacondition and operation, paying our employees, and otherwise running our ng results could be materially adversely affected. The Companys business. In addition, we may need to enh and finance our inial performation systems to provide additional capabilities and functionality. Tnce could also be materially adversely affected depending on the implementation of new information systemstime required to obtain sufficient quantities from the original source, or to identify and enhancemobtain sufficients is frequently disruptive to the unde quantities from an alternative source. Similarlying business of an enterprise. Any disrup, if the Companys customers experience productions affecting our  challenges due to the inability to accurately report our financial performance on a timely basis could adversobtain certain components, this may negatively affeimpact our business in a number of respects.

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the customers ordering patterns from the Company.

Our results of operations are subject to foreign and domestic political, social, economic, and other uncertainties and are affected by changes in currency exchange rates.

In addition to manufacturing and other operating facilities in the U.S., we have manufacturing and other operating facilities in Canada, China, India, Mexico, Tunisia and several European countries. We rely on suppliers in many countries, including China. Our foreign operations are subject to economic, social, and political risks inherent in maintaining operations abroad such as economic and political destabilization, land use risks, international conflicts, pandemics and other health-related crises, restrictive actions by foreign governments, and adverse foreign tax laws. In addition to economic and political risk, a risk

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associated with our European manufacturing operations is the higher relative expense and length of time required to adjust manufacturing employment capacity. We also face political risks in the U.S., including tax or regulatory risks or potential adverse impacts from legislative impasses over, or significant legislative, regulatory or executive changes in fiscal or monetary policy and other foreign and domestic government policies, including, but not limited to, trade policies and import/export policies.

Approximately 432% of our sales are outside the U.S. Other than the U.S. dollar, the principal currencies to which we are exposed through our manufacturing operations, sales, and related cash holdings are the euro, the Canadian dollar, the Hong Kong dollar, the Chinese yuan, the Mexican peso, the Australian dollar, the British pound and Indian rupee. Generally, we have revenues and costs in the same currency, thereby reducing our overall currency risk, although any realignment of our manufacturing capacity among our global facilities could alter this balance. When the U.S. dollar strengthens against other currencies, the results of our non-U.S. operations are translated at a lower exchange rate and thus into lower reported revenues and earnings.

A challenging global economic environment or a downturnOur future success depends in part on our ability to develop and introduce new products and respond to changes in the customer preferences.

Our markets we servare could adversely affect our operating resultharacterized by the introduction of products with increasing technological capabilities, most notable currently is and stock price in a material manner.

A challe expectation that AI capabilities will be deployed. Our success depends in part on our ability to anticipate and offer products that appeal to the changing global economic environment could causneeds and preferences of our customers in the various markets we substantial reerve. Developing new products and adapting existing productions in our revenue and results to meet evolving customer expectations requires high levels of operinnovations as a result o, and the development process may be lengthy and costly. If weaker demand by the end users of our are not able to timely anticipate, identify, develop and market products athat respond price erosion. Price erosto rapidly changing customer preferences, demand for our products could decline.

The relative costs and merits of our solution may occur throughs could change in the future as various competitors becoming more aggng technologies addressive in pricing practic the market opportunities. A challenging global economy could also make it difficult for our customers, our vendors, and uWe believe that our future success will depend in part upon our ability to enhance existing products and to develop and manufacture new products to accurhat meet or anticipately forecast and plan futu technological changes, which will require business activities. Ourcontinued investment in engineering, research and development, capital equipment, marketing, customers could also face issues gaining timely a service, and technical support. We have long been successful in introducing success to sufficient creditive generations of more capable products, but if we were to fail to keep pace with technology or with the products of competitors, which could have might lose market share an adverse effect ond harm our results if such events cause reductputation and position as a technology leader in our markets. See the discussions  above in revenues, delays Part I, Item 1, under Research and Development.

Our ability to remain collection, or write-offs of receivablmpetitive will be determined, in part, by our ability to successfully implement AI into our product offerings and back office processes. Further, the demand for many of

We are increasingly incorporating AI and machine learning technologies into our products is economically sensitive, services, and will vary with general economic activity, trends in nonresidentialinternal operations. While we believe AI offers significant opportunities, its development and deployment involve inherent risks that construction, investment in manufacturing facilities and automuld materially impact our business. These risks include, but are not limited to (1) operation, demal and perfor information technology equipment, amance risks related to the quality of data and other economic factors.

Global economic uncertainty could result in a significant decline isophistication of the algorithms; (2) the evolving legal and regulatory landscape; (3) ethical and reputational risk associated with biased or inaccurate results; (4) cybersecurity and data privacy risk; (5) intellectual property risk; (6) risks related to attracting and retaining AI talent; (7) dependence on the value of foreign currencies relative toird-party AI providers; and (8) speed and quality of adoption.

Any of the U.S. dollar, whichese risks could result in a significantmaterialize and have a material adverse effect on our revenues and business, financial condition, and results of operations; could make it difficult .

Our reliance on legacy infor our customermation technology systems and us to accurthe challenges associately forecastd with their maintenance and plan futureupgrade could adversely affect our business activ, financial condities;on, and could cause our customers to slow or reduce spending onresults of operations.

We rely on a variety of information technology (IT) systems and infrastructure to support our products and services. Economic uncertainty could also arise from fiscal polioperations, including critical business processes, data management, and customer-facing applications. Some of these systems are legacy changtechnologies in the countriesthat have been in which we operate.

Changes in foreign currency rates and commodity prices can impact the buying power ofplace for a significant period. While we strive to maintain and update our IT infrastructure, our customers. For example, a strengthened U.S. dollar canreliance on these legacy systems presents several risks, including performance and result in relative priceliability issues, security vulnerabilities, integration challenges, increases for our products for customers outside of the U.S., which d maintenance costs, and compliance risks.

We may undertake significan have a negative impact on our revenues and t IT infrastructure upgrade and modernization projects to addresults of operations these challenges. Furthermore, customers ability to invest inSuch projects, however, involve substantial risks, including significant capital expenditures, such as our products, can depend upon proceeds from commodities, such a and resource allocation, disruption to operations, implementation and integration challenges, data loss oilr corruption, and gas markets. A decline in failure to achieve anticipated benergy prices,fits.

Any of therefore, can have a negative impase risks could materially and adversely affect on our revenues and business, financial condition, and results of operations.

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The global markets in which we operate are highly competitive.

We face competition from other manufacturers for each of our global business platforms and in each of our geographic regions. These companies compete on technical features, quality, availability, price, customer support, and distribution coverage. Some multinational competitors have greater engineering, financial, manufacturing, and marketing resources than we have. Actions that may be taken by competitors, including pricing, business alliances, new product introductions, intellectual property advantages, market penetration, and other actions, could have a negative effect on our revenues and profitability. Moreover, some competitors that are highly leveraged both financially and operationally could become more aggressive in their pricing of products.

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SupplyA chain issues, includllenging scarcity of raw materials or other componglobal economic environments necessary to produce the products we manufac or a downture, couldn increase cos the markets or cause a delay in our ability to fulfill orders, and we serve could adversely affect our futureoperating results of operations and our overall financial perfor and stock price in a material mance.

The Company relies on an extended supply chain and the availability of certain raw materner.

A challenging global economic environment could cause substantials, including but not limited to copper, to produce a significant amount reductions in our revenue and results of our products. Aperations as a reduction or interruption in supply, an inabilitsult of weaker demand by to procure quality raw materials in a cost effective manner and constrain volatile materials costs, a failure to monhe end users of our products and price erosion. Price erosion may occur through competitor contract s becompliance to ensuing more and sustain sourggressive in pricing savings, a failure to procure adequate inventory or rawpractices. A challenging global economy could also materials fromke it difficult for our supplicustomers, or regulatory changes may lead ur vendors, and us to delays in manufacaccurately forecast and plan futuring and increases in coste business activities.

Many components, including those that are available from multiple sources, are atOur customers could also face issues gaining times subjectly access to industry-wide shortages thatsufficient credit, which could materiallyhave an adversely a effect the Companys financial condition and operatingon our results. While the Company has ente if such events cause reductions into agreements for the supply of many revenues, delays in components, there can be no assurance thatllection, or write-offs of receivables. Further, the Company will be able to extend or renew these agreements on similar terms, or at all. Component suppliers may suffer from poor financdemand for many of our products is economically sensitive and will vary with general economic activity, trends in nonresidential condistructions, which can lead to business failure for the supplier , investment in manufacturing facilities and automation, demand for consolidinformation within a particular industry, furtechnology equipment, and other limiting the Companys ability to obtain sufficient quantities of components on commercially reasonable terms. Restrictions oeconomic factors.

Global economic uncertainty could result in a significant decline in the free movementvalue of goods, like tariffs or sanctionforeign currencies regimes, or health crises, such as a pandemic,lative to the U.S. dollar, which could impact the regular availability or cosresult in a significant adverse effect of important components. If the Companys supplyn our revenues and results of components for a new or existing product were delayed ooperations; could make it difficult for our constrained, or ifustomers an outsourcing partner delayed shipments of completed products to the Company, the Companys financial condd us to accurately forecast and plan future business activitiones; and operating results could be materially adversely affected. The Companys businesscould cause our customers to slow or reduce spending on our products and financial performaservices. Economic uncertainty could also be materially adversely affected depending oarise from fiscal policy changes in the time required to obtacountries in which we operate.

Changes in sufficient quantitiforeign currency rates and commodity prices fromcan impact the original source, or to identify and obtain sufficient quantities from buying power of our customers. For example, a strengthened U.S. dollar can alternresult in relative source. Similarly, if the Companys customers experienceprice increases for our production challenges due tos for customers outside of the inability to obtain certain components, this mayU.S., which can have a negatively impact the customers ordering patterns from the Company.

Our future success depends in part on ouron our revenues and results of operations. Furthermore, customers ability to develop and introduce newinvest in capital expenditures, such as our products and respond to changes in customer preferences.

Our marke, can be dependent on their realized profits are characterized by the introduction offrom their sales of commodity products with increasing technological capabilities. Our success depends , such as occurs in part on our ability to anticipate and offerthe oil and gas markets. A decline in energy productsices, that appeal to the changing needs and preferences oferefore, can have a negative impact on our customers in the various markerevenues and results we serve. Developing new products and adapting existing products to meet evolvof operations.

We may have difficulty integrating customer expectthe operations reof acquires high led businesses, which could negativelsy affect our results of innovoperation, as, profitability, and the dachievelopment process may be lengthy and costly. If we are not able to timely anticipate, identify, developof our strategic plan.

As part of our strategic plan initiatives, we periodically execute acquisitions and market products that responddivestitures. The extent to rapidly changing customer preferences, demand fowhich appropriate acquisitions are made will affect our our products could decline.

Theverall growth, operating relativesults, financial costsndition, and merits of our solutions could changcash flows. Our ability to acquire businesses successfully will decline in the futurf we are unable to identify appropriate as variouscquisition targets, competing technologies addresstion among potential buyers increases, the markecost opportunities. We believe that our future success will depend in part upon our abilityf acquiring suitable businesses becomes too expensive, or we lack sufficient sources of capital. As a result, we may be unable to enhance existing products anmake acquisitions or be forced to develop and manufactupay more new products that meet or anticipateor agree to less advantageous acquisition technological changes, which will rerms for companies we would like to acquire continued.

We may also have difficulty investment in engtegrating acquired busineering, research and development, capital equipment, marketing, custsses or future acquisitions may be unable to meet our performance expectations. Somer service, and technical sup of the integration challenges we might face include differences in corport. We have long been successful in introducate culture and management styles, additional or conflicting successive genergovernmental regulations of more capable products, but if we were to fail to keep pa, compliance with the Sarbanes-Oxley Act of 2002, financial reporting that is not in compliance with technology or with the products of competitorU.S. generally accepted accounting principles, we might lose market sharedisparate company policies and harm oupractices, customer reputlation ship issues, and positretention as a technology leaderof key personnel. Furthermore, we may be unable to in our markets. See the discussion abotegrate operations successfully or cost-effectively, which could have in Part I, Item 1, under Research and Developmentan adverse impact on our results of operations or our profitability.

We may be unable to achieve our goals related to revenue growth.

In order to meet the goals in our strategic plan, we must execute our commercial strategy and grow our business, both organically and through acquisitions. We may be unable to achieve our goals due to a failure to identify growth opportunities, such as trends and technological changes in our end markets. The enterprise and industrial end markets we serve may not experience the growth we expect. Further, those markets may be unable to sustain growth on a long-term basis, particularly in emerging markets. If we are unable to achieve our goals related to revenue growth, it could have a material adverse effect on our results of operations, financial position, and cash flows.

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Our revenue for any particular period can be difficult to forecast.

Our revenue for any particular period can be difficult to forecast, especially in light of the challenging and inconsistent global macroeconomic environment and related market uncertainty. Our revenue may grow at a slower rate than in past periods or even decline on a year-over-year basis. Changes in market growth rates can have a significant effect on our operating results.

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The timing of orders for customer projects can also have a significant effect on our operating results in the period in which the products are shipped and recognized as revenue. The timing of such projects is difficult to predict, and the timing of revenue recognition from such projects may affect period to period changes in revenue. As a result, our operating results could vary materially from quarter to quarter based on the receipt of such orders and their ultimate recognition as revenue. Similarly, we are often informed by our customers well in advance that such customer intends to place an order related to a specific project in a given quarter. Such a customers timeline for execution of the project, and the resulting purchase order, may be unexpectedly delayed to a future quarter, or cancelled. The frequency and length of such delays can be difficult to predict. As a result, it is difficult to precisely forecast revenue and operating results for future quarters.

In addition, our revenue can be difficult to forecast due to unexpected changes in the level of our products held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold our products in their inventory in order to meet the service and on-time delivery requirements of their customers. As our channel partners and customers change the level of Belden products owned and held in their inventory, our revenue is impacted. As we are dependent upon our channel partners and customers to provide us with information regarding the amount of our products that they own and hold in their inventory, unexpected changes can occur and impact our revenue forecast.

We may be unable to implement our strategic plan successfully.

Our strategic plan was developed based upon market and technology trends that we believe present revenue growth opportunities that will lead to increased shareholder value. In order to capture that revenue growth, we will increasingly focus on offering solutions, although selling products will remain a core focus of the business. To achieve these goals, we have identified a series of strategic priorities to drive growth and improve efficiency, addressing our commercial, innovation, and operational processes. We have a disciplined process for deploying this strategic plan through our associates. There is a risk that we may not be successful in developing or executing these measures to achieve the expected results for a variety of reasons, including market developments, economic conditions, shortcomings in establishing appropriate action plans, or challenges with executing multiple initiatives simultaneously. For example, our commercial initiatives may not succeed or we may lose market share due to challenges in choosing the right products to market or the right customers for these products, integrating products of acquired companies into our sales and marketing strategy, or strategically bidding against OEM partners. We may fail to identify growth opportunities. We may not be able to acquire businesses that fit our strategic plan on acceptable business terms, and we may not achieve our other strategic priorities.

The presence of substitute products in the marketplace may reduce demand for our products and negatively impact our business.

Fiber optic and wireless systems are increasingly substitutable for copper-based cable systems. Customers may shift demand to systems with greater capabilities than copper-based cable systems, leading to a reduction in demand for copper-based cable. We may not be able to offset the effects of a reduction in demand for our copper-based cable systems. Similarly, in our non-cable businesses, customers could rapidly shift the methods by which they capture and transmit signals in ways that could lead to decreased demand for our current or future products. These factors, either together or in isolation, may negatively impact revenue and profitability.

We may e experience significant variability in our quarterly and annual effective tax rate which would affect our reported net income.

We have a complex tax profile due to the global nature of our operations, which encompass multiple taxing jurisdictions. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and ratess, such as the One Big Beautiful Bill Act, and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly affect our effective income tax rate in the future.

Our effective income tax rate is the result of the income tax ratelaws in the various countries in which we do business. Our mix of income and losses in these jurisdictions affects our effective tax rate. For example, relatively more income in higher tax rate jurisdictions would increase our effective tax rate and thus lower our net income. Similarly, if we generate losses in tax jurisdictions for which no benefits are available our effective income tax rate will increase. Our effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to our liabilities for uncertain tax positions or our deferred tax asset valuation allowance. A significant increase in our effective income tax rate could have a material adverse impact on our earnings.

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The increased prevalence of cloud computing and other disruptive business models may negatively impact certain aspects of our business.

The nature in which many of our products are purchased or used is evolving with the increasing prevalence of cloud computing and other methods of off-premises computing and data storage. This may negatively impact one or more of our businesses in a number of ways, including:

Consolidation of procurement power leading If we are unable to the commoditization of IT products;

Reduction in the demand for infrastructure products previously used to support on-site data centers;

Lowering barriers to entry for certain markets, leading to new market entrants and enhanced competition; and

Preferences for software as a service billing and pricing models may reduce demand for non-cloud packaged software.

We may have difficulty integrating the operations of acquiredattract and retain key employees, our businesses, which could negatively affect our results of os operations, profitability, and achievement of our strategic plan.

As part of our strategic plan initiatives, we periodically execut could be acquisitions and divestitures. The extent to which appropriate acquisitions are made willdversely affect our overall growth, operating results, fed.

The inancial condition, and cash flows. Our ability to acquire businesses successfully will decline if we are unable to identify appropriate acquisition targets, competition among potential buyers increases, the cost of acquiring suitable businesses becomes too expensive, or we lack sufficient sources of capital. As a result, we may be unable to make acquisitions or be forced to pay more or agree to less advantageous acquisition terms for companies we would like to acquire.

We may also have difficulty integrating acquired businesses or future acquisitions may be unable to meet our performance expectations. Some of the integration challenges we might face include differences in corporate culture and management styles, additional or conflicting governmental regulations, compliance ttract employees with AI and digital skills, engineers with the Sarbanes-Oxley Act of 2002, financial reporting that is not in compliance with U.S. generally accepted accounting principlerelevant skills, disparate company policies and practices, customer relationship issues, and retention oor the loss of key personnel. Furthermore, we may be unable to integrate operations successfully or cost-effectively, which could have an adverse impact on our results of operations or our profitability.

If we are unable to retain key ecurrent employees, our business operations  could be adversely affected.

The loss of key employees could hhave an adverse effect on us. We may not be able to find qualified replacements for these individuals and the integration of potential replacements may be disruptive to our business. More broadly, a key determinant of our success is our ability to attract, develop, and retain talented associates. While this is one of our strategic priorities, we may not be able to succeed in this regard.

Our revenue and profits would likely decline, at least temporarily, if we were to lose a key distributor.

We rely on several key distributors in marketing our products. Distributors purchase the products of our competitors along with our products. Our largest distributor accounted for approximately 14% of our revenues in 20245 and our top eight distributors accounted for a total of 335% of our revenues in 20245. If we were to lose one of these key distributors, our revenue and profits would likely decline, at least temporarily. Changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues. Further, certain distributors are allowed to return certain inventory in exchange for an order of equal or greater value. We have recorded reserves for the estimated impact of these inventory policies.

Consolidation of our distributors could adversely impact our revenues and earnings. It could also result in consolidation of distributor inventory, which would temporarily decrease our revenues. We have also experienced financial failure of distributors from time to time, resulting in our inability to collect accounts receivable in full. A global economic downturn could cause financial difficulties (including bankruptcy) for our distributors and other customers, which could adversely affect our results of operations.

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Actions of activists could cause us to incur substantial costs, divert managements attention and resources, and have an adverse effect on our business.

From time to time, we may be subject to proposals by activists urging us to take certain actions. If activist activities ensue, our business could be adversely affected because responding and reacting to actions by activists can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees. For example, we may be required to retain the services of various professionals to advise us on activist matters, including legal, financial and communications advisors, the costs of which may negatively impact our future financial results. In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, customers, employees, and joint venture partners, and cause our stock price to experience periods of volatility.

Perceived failure of our signal transmissiondata solutions to provide expected results may result in negative publicity and harm our business and operating results.

Our customers use our signal transmissiondata solutions in a wide variety of IT  and OT systems and application environments in order to help reduce security vulnerabilities and demonstrate compliance. Despite our efforts to make clear in our marketing materials and customer agreements the capabilities and limitations of these products, some customers may incorrectly view the deployment of such products in their IT or OT infrastructure as a guarantee that there will be no security incident or policy non-compliance event. As a result, the occurrence of a high profile security incident, or a failure by one of our customers to pass a regulatory compliance IT or OT audit, could result in public and customer perception that our solutions are not effective and harm our business and operating results, even if the occurrence is unrelated to the use of such products or if the failure is the result of actions or inactions on the part of the customer.

General Industry and Economic Risks

Inflation and changes in the price and availability of raw materials may lead to higher input and labor costs in a way that could be detrimental to our profitability.

As a result of increased inflation, costs of raw materials and labor may increase in a way that we are unable to offset in a timely manner through higher prices for finished goods.

Copper is a significant component of the cost of most of our cable products. Historically, the prices of metals, particularly copper, have been volatile. Prices of other materials we use, such as PVC and other plastics derived from petrochemical feedstocks, have also been volatile. Generally, we have recovered much of the higher cost of raw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices typically taking effect a few weeks

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after they are announced. Some OEM contracts have provisions for passing through raw material cost changes, generally with a lag of a few weeks to three months. Especially during periods of inflation, if we are unable to raise prices timely and sufficiently to recover our material costs or increases in the cost of internal or external labor, our earnings and margins could decline. If we raise our prices but competitors raise their prices less, we may lose sales, and our earnings could decline. If the price of copper were to decline, we may be compelled to reduce prices to remain competitive, which could have a negative effect on revenues. While we generally believe the supply of raw materials (copper, plastics, and other materials) is adequate, we have experienced instances of limited supply of certain raw materials, resulting in extended lead times and higher prices. If a supply interruption or shortage of materials were to occur (including due to labor or political disputes), this could have a negative effect on revenues and earnings.

Similarly, if we raise employee wages in a manner sufficient to offset inflation, it may erode our profitability. Conversely, if we fail to raise employee wages in a manner sufficient to offset inflation, associates could leave the Company resulting in capacity constraints which could have a negative effect on revenues and earnings.

Extreme weather events and other climate-related catastrophes could impact our locations, our people and our performance.

An increased incidence in catastrophic events, including, but not limited to, hurricanes, tornadoes, flooding, drought and wildfires, increases the probability that our physical locations or communities in which we employ our people will be impacted. In addition to direct physical damages, such events can lead to supply chain disruptions and increased costs of doing business, including costs to retrofit existing facilities to comply with green building standards and increased property and casualty insurance premiums. These negative consequences could have a negative impact on our employee safety and our financial performance.

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Future epidemics, pandemics or other major disasters could impact our future results of operations and overall financial performance.

In the past, our operations and the operations of our suppliers, channel partners and customers have been disrupted to varying degrees by a pandemic. The duration and extent of the impact from any future epidemic, pandemic or major disaster depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, treatments and vaccinations, the effects of measures enacted by policy makers and central banks around the globe, and the impact of these and other factors on our employees, customers, channel partners and suppliers. If we are not able to respond to and manage the impact of such events effectively, our business may be affected.

Volatility of credit markets and rising interest rates could adversely affect our business.

Uncertainty in U.S. and global financial and equity markets could make it more expensive for us to conduct our operations and more difficult for our customers to buy our products. Additionally, market volatility or uncertainty may cause us to be unable to pursue or complete acquisitions. Our ability to implement our business strategy and grow our business, particularly through acquisitions, may depend on our ability to raise capital by selling equity or debt securities or obtaining additional debt financing. Market conditions including changes in interest rates may prevent us from obtaining financing when we need it or on terms acceptable to us.

We may be unable to achieve our strategic priorities in emerging markets.

Emerging markets are a significant focus of our strategic plan. The developing nature of these markets presents a number of risks. We may be unable to attract, develop, and retain appropriate talent to manage our businesses in emerging markets. Deterioration of social, political, labor, or economic conditions in a specific country or region may adversely affect our operations or financial results. Emerging markets may not meet our growth expectations, and we may be unable to maintain such growth or to balance such growth with financial goals and compliance requirements. Among the risks in emerging market countries are bureaucratic intrusions and delays, contract compliance failures, engrained business partners that do not comply with local or U.S. law, such as the Foreign Corrupt Practices Act, fluctuating currencies and interest rates, limitations on the amount and nature of investments, restrictions on permissible forms and structures of investment, unreliable legal and financial infrastructure, regime disruption and political unrest, uncontrolled inflation and commodity prices, fierce local competition by companies with better political connections, and corruption. In addition, the costs of compliance with local laws and regulations in emerging markets may negatively impact our competitive position as compared to locally owned manufacturers.

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Legal and Regulatory Risks

Changes in global tariffs and trade agreements may have a negative impact on global economic conditions, markets and our business.

Like most multinational companies, we have supply chains and sales channels that extend beyond national borders. Purchasing and production decisions in some cases are largely influenced by the trade agreements and the tax and tariff structures in place. Disruption in those structures can create significant market uncertainty. While the impact of the U.S. and Chinese tariff actions prior to 2025 have not been material to us, unantiUnanticipated complications in the free movement of goods in North America or Europe, an escalation of tariff activity anywhere in the world, or changes to existing free trade agreements, especially the United States-Mexico-Canada Agreement (USMCA), could materially impact our financial results. In addition to the potential direct impacts of free trade restrictions, longer term macroeconomic consequences could result, including slower growth, inflation, higher interest rates and unfavorable impacts to currency exchange rates. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Changes in tax laws may adversely affect our financial position.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be contested or overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Governmental tax authorities are increasingly scrutinizing the tax positions of companies. The U.S. federal and state governments, countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively implementing changes to existing tax laws, including a global minimum tax. As changes to tax laws become effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes.

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We are subject to laws and regulations worldwide, changes to which could increase our costs and individually or in the aggregate adversely affect our business.

We are subject to laws and regulations affecting our global operations in a number of areas. These U.S. and foreign laws and regulations affect our activities including, but not limited to, in areas of labor, advertising, real estate, billing, e-commerce, promotions, quality of services, property ownership and infringement, tax, import and export requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, machine learning and artificial intelligence, data privacy requirements, anti-competition, environmental, health and safety.

Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make our products and services less attractive to our customers, delay the introduction of new products in one or more regions, or cause us to change or limit our business practices. We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, or agents will not violate such laws and regulations or our policies and procedures.

Specifically with respect to data privacy, new and evolving data protection regulations have been adopted or are being considered or refined for most of the developed world. Many of these data privacy regulations contain operational requirements for companies that receive or process personal data of residents of their respective jurisdictions and include significant penalties for non-compliance. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.

Increasing expectations with respect to Environmental, Social and Governance (ESG) Sustainability matters by our various stakeholders and ESGSustainability regulation could adversely affect our business and operating results.

As a response to growing customer, investor, employee, governmental, and other stakeholder interest in our sustainability practices, we have increased reporting of our sustainability programs and performance and have established and announced our aspirational goals or targets, including those regarding greenhouse gas emissions and other factors. Our ability to achieve such

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goals and aspirations is subject to numerous risks and uncertainties, many of which rely on the collective efforts of others or may be outside of our control. Such risks include, among others, the availability and adoption of new or additional technologies that reduce carbon or eliminate energy sources on a commercially reasonable basis, competing and evolving economic, policy and regulatory factors, the availability of qualified candidates in our labor markets and our ability to recruit and retain key talent, and customer engagement in our goals. There may be times where actual outcomes vary from those aimed for or expected and sometimes challenges may delay or block progress. As a result, we cannot offer assurances that the results reflected or implied by any such statements will be realized or achieved. Moreover, standards and expectations for ESGSustainability matters continue to evolve and may be subject to varying interpretations, which may result in significant revisions to our goals or progress. A failure or perceived failure to meet our aspirational goals or targets within the timelines we announce, or at all, or a failure or perceived failure to meet evolving stakeholders expectations and standards, could damage our reputation, adversely affect employee retention or engagement or support from our various stakeholders and could subject us to government enforcement actions or penalties and private litigation. Such outcomes could negatively impact the Companys business, capital expenditures, results of operations, financial condition and competitive position.

We might have difficulty protecting our intellectual property from use by competitors, or competitors might accuse us of violating their intellectual property rights.

Disagreements about patents and other intellectual property rights occur in the markets we serve. Third parties have asserted and may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing certain products or performing certain services. We may encounter difficulty enforcing our own intellectual property rights against third parties, which could result in price erosion or loss of market share.

Our use of open source software could negatively impact our ability to sell our products and may subject us to unanticipated obligations.

The products, services, or technologies we acquire, license, provide, or develop may incorporate or use open source software. We monitor and restrict our use of open source software in an effort to avoid unintended consequences, such as reciprocal license grants, patent retaliation clauses, and the requirement to license our products at no cost. Nevertheless, we may be subject to unanticipated obligations regarding our products which incorporate or use open source software.

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If our goodwill or other intangible assets become impaired, we would be required to recognize charges that would reduce our income.

Under accounting principles generally accepted in the U.S., goodwill and certain other intangible assets are not amortized but must be reviewed for possible impairment annually or more often in certain circumstances if events indicate that the asset values may not be recoverable. Asset impairment charges would reduce our income without any change to our underlying cash flows.

Some of our employees are members of collective bargaining groups, and we might be subject to labor actions that would interrupt our business.

Some of our employees, primarily outside the U.S., are members of collective bargaining groups. We believe that our relations with employees are generally good. However, if there were a dispute with one of these bargaining groups, the affected operations could be interrupted, resulting in lost revenues, lost profit contribution, and customer dissatisfaction.