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): April 26, 2007

Belden CDT 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.)

7701 Forsyth Boulevard, Suite 800
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT INDEX

Exhibit 99.1 News Release dated April 26, 2007

 Company News Release

2

Item 2.02. Results of Operations and Financial Condition.

On April 26, 2007, Belden CDT Inc. issued a press release announcing its financial results for the quarter ended March 25, 2007. 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 Belden CDT Inc., 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.

99.1 Company news release dated April 26, 2007, titled “Belden Announces First Quarter 2007 Results.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BELDEN CDT INC.
Date: April 26, 2007	By:	/s/Kevin L. Bloomfield Kevin L. Bloomfield

3

EX-99.1

7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105 Phone: 314.854.8000
Fax: 314.854.8003

www.Belden.com

Exhibit 99.1

From:	Belden
	Dee Johnson
	314.854.8054

For Immediate Release – April 26, 2007

BELDEN ANNOUNCES FIRST QUARTER 2007 RESULTS

First-quarter adjusted earnings per diluted share were $0.49. Strong operating profit reflects progress in implementation of strategic initiatives, and Belden raised its 2007 outlook.

St. Louis, Missouri – Belden (NYSE:BDC) today announced that revenue for the first quarter ended March 25, 2007, was $336.7 million and operating income was $37.2 million. Income from continuing operations was $22.0 million, or $0.44 per diluted share. The quarterly revenue increase of 4.6 percent from the prior-year first quarter revenue included 1.6 percent favorable currency translation.

During the quarter, Belden recorded $3.3 million pretax in severance, asset impairment, and adjusted depreciation charges associated with previously announced restructuring activities in North America and Europe. In the first quarter of 2006, the Company incurred pretax charges of $2.4 million for severance and accelerated depreciation associated with European restructuring.

Adjusted for these items, operating income increased 38.0 percent year over year to $40.5 million in the first quarter 2007. As a percent of revenue, adjusted operating income was 12.0 percent in the first quarter of 2007, compared with 9.1 percent in the first quarter of 2006. Adjusted diluted income per share from continuing operations was $0.49 in the first quarter of 2007, a 36.1 percent increase from $0.36 in the first quarter of 2006. See the attached schedule, Adjusted Operating Results, for a reconciliation of GAAP results to adjusted results.

“Our 2007 performance is off to a good start,” said John Stroup, President and Chief Executive Officer of Belden. “In the first quarter we made further progress in the implementation of our strategic plan. Our operating income increased significantly from the 2006 first quarter both in dollars and as a percent of revenues. These increases reflect the continuing impact of our product portfolio management and regional manufacturing initiatives. The healthy operating results were combined with continuing progress in reducing our working capital to generate strong free cash flow in the quarter.”

Items of Note

Items of special note for the quarter include the following:

§	On January 11 and January 16, the Company completed the sale of two manufacturing facilities previously closed as part of its regional manufacturing strategy, providing net cash proceeds of $6.7 million during the quarter.
§	On February 16, the Company expanded its credit facility from $165 million to $225 million and prepaid its $62 million private placement notes.
§	On March 16, the Company completed an offering of $350 million of senior subordinated notes due 2017 at an interest rate of 7.0%.

Page 1

Subsequent Events

The following events occurred after the March 25 quarter end:

§	The acquisition of Hirschmann Automation and Control on March 26.
§	The acquisition of LTK Wiring Company Limited on March 27.
§	The announcement on March 28 of plans to acquire Lumberg Automation Components.
§	The exchange of the Company’s $110 million of convertible debentures, to insert a net share settlement feature, on April 20. One hundred percent of the issue was exchanged.

Outlook

“Our first-quarter financial performance was very strong and indicates progress on many of our operating margin improvement initiatives,” Mr. Stroup said. “Additionally, first-quarter new orders represented a book-to-bill ratio of over 1.1, which reflects a strong climate for our products and vertical markets.”

The Company’s previous guidance for the year 2007 included the anticipated accretive benefits of the LTK Wiring and Hirschmann Automation acquisitions, as well as the impact associated with the successful sale of $350 million of senior subordinated debt. Previous guidance was for consolidated revenue to be between $1.9 to $2.0 billion and earnings per diluted share between $2.40 and $2.65 for the year, excluding any future charges for severance and asset impairment that may result from actions already announced.

“Including the pending acquisition of Lumberg Automation Components and the favorable execution of our convertible note exchange, we now expect consolidated revenue to achieve $2.0 billion and earnings per diluted share to be between $2.50 and $2.70 for the year, excluding any future charges for severance and asset impairment that may result from actions already announced,” Mr. Stroup concluded.

Forward Looking Statements

Statements in this release other than historical facts are “forward-looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on forecasts and projections about the industries served by the Company and about general economic conditions. They reflect management’s beliefs and expectations. They are not guarantees of future performance and they involve risk and uncertainty. The Company’s actual results may differ materially from these expectations. Some of the factors that may cause actual results to differ from the Company’s expectations include demand for the Company’s products; the cost and availability of materials including copper, plastic compounds derived from fossil fuels, and other materials; energy costs; the Company’s ability to integrate successfully the acquired businesses; 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, 2006, filed with the SEC on March 1, 2007. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

Page 2

About Belden

Belden is a leader in the design, manufacture, and marketing of signal transmission products for data networking and a wide range of specialty electronics markets including entertainment, industrial, security and aerospace applications. To obtain additional information contact Investor Relations at 314-854-8054, or visit our website at www.belden.com.

Contact:

Belden
Dee Johnson, Director of Investor Relations
314-854-8054

The following schedules are provided:

• comparative condensed consolidated statements of operations for the three-month periods ended March 25, 2007, and March 26, 2006.

• segment results for the same periods.

• condensed consolidated balance sheets as of March 25, 2007, and December 31, 2006.

• a supplemental schedule of adjusted consolidated results for the quarter, excluding severance charges, asset impairment, adjusted depreciation, and a loss recognized on the disposal of certain tangible assets.

Page 3

BELDEN CDT INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
	March 25, 2007			March 26, 2006
	(In thousands, except per share amounts)
Revenues	$	336,703		$	321,905
Cost of sales		(246,014	)		(248,490	)
Gross profit		90,689			73,415
Selling, general and administrative expenses		(52,049	)		(46,459	)
Asset impairment		(1,392	)		—
Operating income		37,248			26,956
Interest expense		(2,526	)		(3,792	)
Interest income		2,743			995
Other expense		(2,016	)		(217	)
Income from continuing operations before taxes		35,449			23,942
Income tax expense		(13,435	)		(9,002	)
Income from continuing operations		22,014			14,940
Loss from discontinued operations, net of tax		—			(1,330	)
Loss on disposal of discontinued operations, net of tax		—			(4,298	)
Net income	$	22,014		$	9,312
Weighted average number of common shares and equivalents:
Basic		44,465			42,550
Diluted		51,689			49,307
Basic income (loss) per share:
Continuing operations	$	0.50		$	0.35
Discontinued operations		—			(0.03	)
Disposal of discontinued operations		—			(0.10	)
Net income		0.50			0.22
Diluted income (loss) per share:
Continuing operations	$	0.44		$	0.32
Discontinued operations		—			(0.03	)
Disposal of discontinued operations		—			(0.09	)
Net income		0.44			0.20
Dividends declared	$	0.05		$	0.05

Page 4

BELDEN CDT INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

	External								Operating
	Customer		Affiliate			Total			Income
	Revenues		Revenues			Revenues			(Loss)
	(In thousands)
Three Months Ended March 25, 2007
Belden Americas	$	186,298	$	11,278		$	197,576		$	34,308
Specialty Products		56,653		12,423			69,076			10,315
Europe		81,948		2,708			84,656			3,802
Asia Pacific		11,804		—			11,804			1,527
Total Segments		336,703		26,409			363,112			49,952
Finance and Administration		—		—			—			(7,940	)
Eliminations		—		(26,409	)		(26,409	)		(4,764	)
Total Continuing Operations	$	336,703	$	—		$	336,703		$	37,248
Three Months Ended March 26, 2006
Belden Americas	$	178,395	$	15,034		$	193,429		$	31,378
Specialty Products		57,689		5,248			62,937			6,557
Europe		73,012		2,136			75,148			(1,140	)
Asia Pacific		12,809		—			12,809			1,453
Total Segments		321,905		22,418			344,323			38,248
Finance and Administration		—		—			—			(6,265	)
Eliminations		—		(22,418	)		(22,418	)		(5,027	)
Total Continuing Operations	$	321,905	$	—		$	321,905		$	26,956

Page 5

BELDEN CDT INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 25,			December 31,
	2007			2006
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	602,530		$	254,151
Receivables		230,503			217,908
Inventories, net		191,722			202,248
Deferred income taxes		34,632			34,664
Other current assets		12,017			10,465
Total current assets		1,071,404			719,436
Property, plant and equipment, less accumulated depreciation		267,613			272,285
Goodwill, less accumulated amortization		275,554			275,134
Intangible assets, less accumulated amortization		70,424			70,964
Other long-lived assets		28,555			18,149
	$	1,713,550		$	1,355,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	214,422		$	200,008
Current maturities of long-term debt		—			62,000
Total current liabilities		214,422			262,008
Long-term debt		460,000			110,000
Postretirement benefits other than pensions		43,539			43,397
Deferred income taxes		66,188			71,399
Other long-term liabilities		26,074			25,263
Stockholders’ equity:
Common stock		503			503
Additional paid-in capital		623,651			591,416
Retained earnings		370,503			348,069
Accumulated other comprehensive income		20,083			15,013
Treasury stock		(111,413	)		(111,100	)
Total stockholders’ equity		903,327			843,901
	$	1,713,550		$	1,355,968

Page 6

BELDEN CDT INC.
ADJUSTED OPERATING RESULTS
(Unaudited)

In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide operating results adjusted for severance charges, adjusted depreciation, asset impairment, and gains (losses) recognized on the disposal of certain tangible assets. We utilize the adjusted results to review our ongoing operations without the effect of restructuring and related charges and for comparison to budgeted operating results. We believe these adjusted results are useful to investors because they help them compare our results to previous periods and provide insights into underlying trends in the business. Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States.

	As
	Reported			Adjustments		Adjusted
	(In thousands, except percentages and per share amounts)
Three Months Ended March 25, 2007
Revenues	$	336,703		$	—	$	336,703
Gross profit	$	90,689		$	1,543	$	92,232
as a percent of revenues		26.9	%				27.4	%
Operating income	$	37,248		$	3,273	$	40,521
as a percent of revenues		11.1	%				12.0	%
Income from continuing operations	$	22,014		$	2,515	$	24,529
as a percent of revenues		6.5	%				7.3	%
Income from continuing operations per diluted share	$	0.44		$	0.05	$	0.49
Three Months Ended March 26, 2006
Revenues	$	321,905		$	—	$	321,905
Gross profit	$	73,415		$	1,638	$	75,053
as a percent of revenues		22.8	%				23.3	%
Operating income	$	26,956		$	2,399	$	29,355
as a percent of revenues		8.4	%				9.1	%
Income from continuing operations	$	14,940		$	2,161	$	17,101
as a percent of revenues		4.6	%				5.3	%
Income from continuing operations per diluted share	$	0.32		$	0.04	$	0.36

Adjustments for the three months ended March 25, 2007 included after-tax charges for asset impairment, severance, and adjusted depreciation of $1.3 million, $0.5 million, and $0.5 million, respectively, and a $0.1 million after-tax loss on the disposal of certain tangible assets.

Adjustments for the three months ended March 26, 2006 included after-tax charges for severance and adjusted depreciation of $1.1 million and $1.1 million, respectively.

Page 7