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): February 7, 2008

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-12561	36-3601505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Item 2.02 Results of Operations and Financial Condition

Item 9.01 Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

Exhibit 99.1 News Release dated February 7, 2008

Item 2.02. Results of Operations and Financial Condition.

On February 7, 2008, Belden Inc. issued a press release announcing its financial results for the quarter and full year ended December 31, 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 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 February 7, 2008, titled “Belden Announces Fourth Quarter 2007 Earnings.”

SIGNATURES

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

	BELDEN INC.
Date: February 7, 2008	By: /s/Kevin L. Bloomfield
	Kevin L. Bloomfield

EX-99.1

Exhibit 99.1

7701 Forsyth Boulevard
Suite 800

St. Louis, Missouri 63105 Phone: 314.854.8000
Fax: 314.854.8003

www.Belden.com

News Release

From:	Belden
	Dee Johnson
	314.854.8054

For Immediate Release — February 7, 2008

BELDEN ANNOUNCES FOURTH QUARTER 2007 EARNINGS

Reports adjusted fourth-quarter diluted EPS of $0.83 and 80% growth in adjusted net income;
confirms 2008 guidance

St. Louis, Missouri — Belden (NYSE:BDC) today announced that revenue for the fourth quarter ended December 31, 2007, was $584.6 million and operating income was $59.3 million. Income from continuing operations was $35.6 million, or $0.71 per diluted share. The quarter’s revenue included $181.1 million from businesses acquired during 2007 and $16.3 million of favorable currency translation.

During the quarter, Belden recorded a pretax charge of $3.6 million for nonrecurring purchase accounting effects related to the businesses acquired in 2007 and a pretax charge of $1.6 million related to the Voluntary Separation Program and other personnel actions announced on December 11, 2007. The Company also recorded a pretax benefit of $0.9 million associated with the net effects of its previously announced North American restructuring actions including severance charges, income with respect to retirement plan curtailments, and favorable depreciation adjustments. Additionally, Belden recorded a one-time income tax charge of $3.5 million resulting from the enactment of tax rate changes affecting the Company’s foreign operations. In the fourth quarter of 2006, the Company incurred pretax charges of $19.9 million for severance, asset impairment, and depreciation adjustments associated with restructuring actions and a gain of $1.4 million from the sale of assets.

Adjusted for these items, operating income in the fourth quarter increased 69.1 percent year over year to $63.6 million. As a percent of revenue, adjusted operating income was 10.9 percent in the fourth quarter of 2007, compared with 9.9 percent in the fourth quarter of 2006. Adjusted diluted income per share from continuing operations was $0.83 in the fourth quarter of 2007, an 80.4 percent increase from $0.46 in the fourth quarter of 2006. See the attached schedule, Adjusted Operating Results, for a reconciliation of GAAP results to adjusted results.

Full-Year Results

Revenue of $2.033 billion in the year ended December 31, 2007, was 35.9 percent higher compared with $1.496 billion in 2006, including revenue of $495.1 million from businesses acquired during 2007 and favorable currency impact of $39.3 million or 2.7 percent. Operating income in 2007 was $220.7 million, and income from continuing operations was $137.1 million, or $2.73 per diluted share.

Management Comment

“Organic revenue growth in the fourth quarter was 6 percent,” said John Stroup, President and Chief Executive Officer of Belden, “reflecting an outstanding quarter in Asia and growth in North America, partially offset by lower volume in Europe as we remain focused on improving margins. We are pleased with our results for the quarter and year, and we are encouraged by the positive organic growth in the second half of 2007.”

Items of Note

• Under its share repurchase program announced in August 2007, the Company repurchased 456,300 shares for $21.0 million during the fourth quarter for a 2007 total of 676,800 shares for $31.7 million.

• In November and December, the Company completed the sale of three parcels of real estate, for net proceeds of $26.8 million. The real estate sold includes the Company’s former manufacturing facility in Pointe Claire, Quebec, its excess real estate in Venlo, The Netherlands, and its occupied real estate in Venlo which the Company is leasing back.

• Free cash flow in the fourth quarter (cash from operations less capital expenditures) was $15.2 million.

Outlook

“As we stated in our release of December 11, we expect 2008 revenue to be between $2.2 billion and $2.3 billion. This revenue estimate is based on continuing expectations of slowing economic growth. Excluding restructuring costs and nonrecurring charges, we expect our operating profit margin to be between 12 percent and 14 percent of revenue and earnings per diluted share to be between $3.45 and $3.75 for the year,” said Mr. Stroup.

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.

About Belden

Belden is a leader in the design, manufacture, and marketing of signal transmission solutions 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
	and Corporate Communications
	314-854-8054

Page 2

The following schedules are provided:

• Comparative condensed consolidated statements of operations for the three-month and twelve-month periods ended December 31, 2007, and December 31, 2006.

• Segment results for the same periods.

• Condensed consolidated balance sheets as of December 31, 2007, and December 31, 2006.

• A supplemental schedule of adjusted consolidated results for the quarter, the year, and the prior-year comparable periods, excluding certain non-recurring purchase accounting effects, gain on sale of assets, severance charges, asset impairment, adjusted depreciation and discrete tax items.

Page 3

BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
				(In thousands, except per share data)
Revenues	$	584,584		$	378,757		$	2,032,841		$	1,495,811
Cost of sales		(422,799	)		(300,409	)		(1,471,471	)		(1,162,498	)
Gross profit		161,785			78,348			561,370			333,313
Selling, general and administrative expenses		(102,523	)		(54,433	)		(345,928	)		(205,139	)
Gain on sale of assets		—			1,383			8,556			1,383
Asset impairment		—			(6,196	)		(3,262	)		(11,079	)
Operating income		59,262			19,102			220,736			118,478
Interest expense		(8,747	)		(2,547	)		(27,516	)		(13,096	)
Interest income		1,257			2,471			6,544			7,081
Other income (expense)		2,663			364			1,799			(187	)
Income from continuing operations before taxes		54,435			19,390			201,563			112,276
Income tax expense		(18,846	)		(8,677	)		(64,440	)		(40,713	)
Income from continuing operations		35,589			10,713			137,123			71,563
Loss from discontinued operations, net of tax		—			—			—			(1,330	)
Loss on disposal of discontinued operations, net of tax		—			—			—			(4,298	)
Net income	$	35,589		$	10,713		$	137,123		$	65,935
Weighted average number of common shares and equivalents:
Basic		44,851			44,067			44,877			43,319
Diluted		49,868			51,125			50,615			50,276
Basic income (loss) per share:
Continuing operations	$	0.79		$	0.24		$	3.06		$	1.65
Discontinued operations		—			—			—			(0.03	)
Disposal of discontinued operations		—			—			—			(0.10	)
Net income		0.79			0.24			3.06			1.52
Diluted income (loss) per share:
Continuing operations	$	0.71		$	0.22		$	2.73		$	1.48
Discontinued operations		—			—			—			(0.03	)
Disposal of discontinued operations		—			—			—			(0.08	)
Net income		0.71			0.22			2.73			1.37
Dividends declared per share	$	0.05		$	0.05		$	0.20		$	0.20

BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

	External								Operating
	Customer		Affiliate			Total			Income
Three Months Ended December 31, 2007	Revenues		Revenues			Revenues			(Loss)
			(In thousands)
Belden Americas	$	225,522	$	22,227		$	247,749		$	44,770
Specialty Products		63,377		21,455			84,832			12,303
Europe		190,340		5,483			195,823			14,890
Asia Pacific		105,345		464			105,809			11,997
Total Segments		584,584		49,629			634,213			83,960
Finance and Administration		—		—			—			(13,441	)
Eliminations		—		(49,629	)		(49,629	)		(11,257	)
Total Continuing Operations	$	584,584	$	—		$	584,584		$	59,262
Three Months Ended December 31, 2006
Belden Americas	$	208,569	$	15,094		$	223,663		$	18,508
Specialty Products		56,934		8,039			64,973			6,030
Europe		95,997		2,032			98,029			4,973
Asia Pacific		17,257		—			17,257			2,484
Total Segments		378,757		25,165			403,922			31,995
Finance and Administration		—		—			—			(8,092	)
Eliminations		—		(25,165	)		(25,165	)		(4,801	)
Total Continuing Operations	$	378,757	$	—		$	378,757		$	19,102
Twelve Months Ended December 31, 2007
Belden Americas	$	865,183	$	69,993		$	935,176		$	166,360
Specialty Products		245,185		83,552			328,737			53,265
Europe		620,455		20,495			640,950			48,272
Asia Pacific		302,018		464			302,482			30,593
Total Segments		2,032,841		174,504			2,207,345			298,490
Finance and Administration		—		—			—			(43,313	)
Eliminations		—		(174,504	)		(174,504	)		(34,441	)
Total Continuing Operations	$	2,032,841	$	—		$	2,032,841		$	220,736
Twelve Months Ended December 31, 2006
Belden Americas	$	819,119	$	64,235		$	883,354		$	123,675
Specialty Products		247,316		30,459			277,775			33,116
Europe		365,079		8,659			373,738			4,072
Asia Pacific		64,297		—			64,297			6,803
Total Segments		1,495,811		103,353			1,599,164			167,666
Finance and Administration		—		—			—			(29,220	)
Eliminations		—		(103,353	)		(103,353	)		(19,968	)
Total Continuing Operations	$	1,495,811	$	—		$	1,495,811		$	118,478

BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2007 (1)			December 31, 2006
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	159,964		$	254,151
Receivables		373,108			217,908
Inventories, net		257,540			202,248
Deferred income taxes		28,578			34,664
Other current assets		17,392			10,465
Total current assets		836,582			719,436
Property, plant and equipment, less accumulated depreciation		369,803			272,285
Goodwill, less accumulated amortization		648,882			275,134
Intangible assets, less accumulated amortization		154,786			70,964
Other long-lived assets		58,796			18,149
	$	2,068,849		$	1,355,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	350,047		$	200,008
Current maturities of long-term debt		110,000			62,000
Total current liabilities		460,047			262,008
Long-term debt		350,000			110,000
Postretirement benefits		101,390			62,995
Deferred income taxes		78,140			71,399
Other long-term liabilities		6,609			5,665
Stockholders’ equity:
Common stock		503			503
Additional paid-in capital		638,690			591,416
Retained earnings		478,776			348,069
Accumulated other comprehensive income		93,198			15,013
Treasury stock		(138,504	)		(111,100	)
Total stockholders’ equity		1,072,663			843,901
	$	2,068,849		$	1,355,968

(1) The December 31, 2007 condensed consolidated balance sheet includes the assets and liabilities of Hirschmann Automation and Control, LTK Wiring and Lumberg Automation, all of which were acquired during 2007.

BELDEN 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 certain purchase accounting effects related to acquisitions (inventory cost step-up, amortization of the sales backlog intangible asset, and in-process research and development charges), severance charges, adjusted depreciation, asset impairment, gains (losses) on sales of assets, benefits from retirement plan curtailments, and one-time tax benefits (charges). 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
Three Months Ended December 31, 2007	Reported			Adjustments		Adjusted
	(In thousands, except percentages and per share amounts)
Revenues	$	584,584		$	—	$	584,584
Gross profit	$	161,785		$	6,023	$	167,808
as a percent of revenues		27.7	%				28.7	%
Operating income	$	59,262		$	4,360	$	63,622
as a percent of revenues		10.1	%				10.9	%
Income from continuing operations	$	35,589		$	5,745	$	41,334
as a percent of revenues		6.1	%				7.1	%
Income from continuing operations per diluted share	$	0.71		$	0.12	$	0.83
Three Months Ended December 31, 2006
Revenues	$	378,757		$	—	$	378,757
Gross profit	$	78,348		$	11,351	$	89,699
as a percent of revenues		20.7	%				23.7	%
Operating income	$	19,102		$	18,519	$	37,621
as a percent of revenues		5.0	%				9.9	%
Income from continuing operations	$	10,713		$	12,203	$	22,916
as a percent of revenues		2.8	%				6.1	%
Income from continuing operations per diluted share	$	0.22		$	0.24	$	0.46

Adjustments for the three months ended December 31, 2007 included after-tax purchase accounting effects for acquisitions and severance related to the Voluntary Separation Program and other personnel actions of $2.3 million and $1.0 million, respectively, and a $3.5 million tax adjustment partially offset by after-tax benefits totaling $0.5 million associated with our previously announced North American restructuring actions including severance charges, income with respect to retirement plan curtailments, and favorable depreciation adjustments, and a $0.6 million after-tax gain on sales of assets.

Adjustments for the three months ended December 31, 2006 included after-tax charges for severance, asset impairment, adjusted depreciation, and lease breakage of $9.0 million, $4.0 million, $0.4 million and $0.1 million, respectively, and an after-tax gain on the disposal of tangible assets of $1.3 million.

	As
Twelve Months Ended December 31, 2007	Reported			Adjustments		Adjusted
	(In thousands, except percentages and per share amounts)
Revenues	$	2,032,841		$	—	$	2,032,841
Gross profit	$	561,370		$	16,397	$	577,767
as a percent of revenues		27.6	%				28.4	%
Operating income	$	220,736		$	13,778	$	234,514
as a percent of revenues		10.9	%				11.5	%
Income from continuing operations	$	137,123		$	7,166	$	144,289
as a percent of revenues		6.7	%				7.1	%
Income from continuing operations per diluted share	$	2.73		$	0.14	$	2.87
Twelve Months Ended December 31, 2006
Revenues	$	1,495,811		$	—	$	1,495,811
Gross profit	$	333,313		$	19,418	$	352,731
as a percent of revenues		22.3	%				23.6	%
Operating income	$	118,478		$	32,912	$	151,390
as a percent of revenues		7.9	%				10.1	%
Income from continuing operations	$	71,563		$	19,997	$	91,560
as a percent of revenues		4.8	%				6.1	%
Income from continuing operations per diluted share	$	1.48		$	0.40	$	1.88

Adjustments for the twelve months ended December 31, 2007 included after-tax purchase accounting effects for acquisitions, asset impairment, severance related to the Voluntary Separation Program and other personnel actions, and charges related to our previously announced North American restructuring actions of $10.4 million, $2.5 million, $1.0 million, and $1.0 million, respectively, and a $0.4 million one-time tax adjustment partially offset by a $8.1 million after-tax gain on sales of assets.

Adjustments for the twelve months ended December 31, 2006 included after-tax charges for severance, asset impairment, adjusted depreciation, and lease breakage totaling $16.9 million, $7.5 million, $1.5 million, and $0.1 million, respectively, a one-time tax benefit of $4.7 million, and an after-tax gain on the disposal of tangible assets of $1.3 million.