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): July 24, 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))

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2008, Belden Inc. issued a press release announcing its financial results for the quarter ending June 29, 2008. 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 July 24, 2008, titled “Belden Announces Record Adjusted Diluted EPS of $0.97 For Second Quarter.”

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: July 24, 2008	By:	/s/ Kevin L. Bloomfield
		Kevin L. Bloomfield

2

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 – July 24, 2008

BELDEN ANNOUNCES RECORD ADJUSTED DILUTED EPS OF $0.97 FOR SECOND QUARTER

Second Quarter 2008 Highlights

• Second quarter adjusted diluted EPS increased 22.8 percent to $0.97 per share from $0.79 in the prior-year quarter, setting a new quarterly record.

• Consolidated operating margin rose to 12.6 percent on an adjusted basis, an improvement of 40 basis points year over year and 260 basis points sequentially.

• Improved operating results reflect the benefits of revenue diversification, portfolio management, and cost reduction initiatives.

• Belden continued to generate strong cash flow. Free cash flow was $32.6 million, the net result of $43.9 million in cash flow from operations and capital expenditures of $11.3 million.

• The Company is maintaining its outlook for 2008 adjusted diluted EPS, including the effect of Trapeze Networks which was acquired in July, at $3.15 to $3.35.

St. Louis, Missouri – Thursday, July 24, 2008 – Belden (NYSE:BDC), a leader in the design, manufacture, and marketing of signal transmission solutions for industrial automation, data networking, and a wide range of specialty electronics markets, today announced results of the second quarter ended June 29, 2008.

Second Quarter 2008 Results

In the quarter, revenue was $556.3 million and operating income was $65.9 million. Net income was $42.2 million, or $0.89 per diluted share. The quarter’s revenue included $31.8 million of favorable currency translation.

During the quarter, Belden recorded a pre-tax $1.8 million pension settlement expense related to restructuring of its Canadian operations; severance charges and accelerated depreciation of $1.6 million pre-tax related to the previously announced plan to close a manufacturing plant in Manchester, Connecticut; charges of $0.9 million pre-tax associated with the restructuring of European and North American operations; and interest expense of $1.9 million pre-tax related to the unfavorable resolution of Canadian tax matters pertaining to Belden’s 2004 merger with Cable Design Technologies. In the second quarter of 2007, the Company incurred pre-tax charges of $2.9 million in severance, asset impairment, and adjusted depreciation charges associated with restructuring activities in North America and $12.2 million in nonrecurring purchase accounting effects related to businesses acquired during the quarter.

Adjusted for these items, operating income in the second quarter increased 4.9 percent year over year to $70.1 million. As a percent of revenue, adjusted operating income was 12.6 percent in the second quarter of 2008, compared with 12.2 percent in the second quarter of 2007. Adjusted diluted income per share was $0.97 in the second quarter of 2008, a 22.8 percent increase from $0.79 in the second quarter of 2007. See the attached schedule, Adjusted Operating Results, for a reconciliation of GAAP results to adjusted results.

“An improved business portfolio and the successful execution of margin expansion initiatives drove our record performance,” said John Stroup, President and Chief Executive Officer. “The business now reflects much better geographic diversification, an improved mix of connectivity and high-value networking products, and more emphasis on attractive vertical markets like industrial automation. We drove margin improvement through changes to our manufacturing footprint, our on-going management of the product portfolio, and the reduction of waste through the implementation of Lean Enterprise methods. Our strong results are attributable to a team focused on our strategic priorities, committed to creating sustainable processes, and dedicated to continuous improvement.”

Outlook

“Despite an uncertain macroeconomic environment, we are reaffirming our full-year revenue and earnings outlook,” said Mr. Stroup. “We continue to expect that our revenue will be in the range from $2.2 to $2.3 billion for 2008. We are also maintaining our outlook for operating margins, adjusted for restructuring and other charges including the amortization of short-lived intangible assets associated with our recent acquisition of Trapeze Networks, at 11 to 12 percent of revenue. Finally, we are maintaining our outlook for earnings per diluted share, similarly adjusted, at $3.15 to $3.35.”

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, 2007, filed with the SEC on February 29, 2008. Belden disclaims any duty to update any forward looking statements as a result of new information, future developments, or otherwise.

About Belden

Sending All the Right Signals – from industrial automation to data centers, from broadcast studios to aerospace, from cutting-edge wireless communications to consumer electronics, Belden people are committed to delivering the best signal transmission solutions in the world. Our 8,000 associates worldwide work in copper cable, fiber, wireless technology, connectors, switches and active components to bring voice, video and data to your mission-critical application. With 2007 revenue of $2.0 billion, Belden has manufacturing capability in North America, Europe and Asia. To obtain additional information contact Investor Relations at 314-854-8054, or visit our website at www.belden.com.

Page 2

Contact:

Belden

Dee Johnson, Director of Investor Relations

and Corporate Communications

314-854-8054

The following schedules are provided:

• Comparative condensed consolidated statements of operations for the three- and six-month periods ended June 29, 2008, and June 24, 2007.

• Segment results for the same periods.

• Comparative condensed consolidated cash flow statements for the six-month periods ended June 29, 2008, and June 24, 2007.

• Condensed consolidated balance sheets as of June 29, 2008, and December 31, 2007.

• A supplemental schedule of adjusted consolidated results for the quarter, year to date, and the prior-year comparable periods, excluding certain non-recurring severance charges, asset impairment, restructuring charges, adjusted depreciation and discrete tax items.

Page 3

BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Six Months Ended
	June 29, 2008			June 24, 2007			June 29, 2008			June 24, 2007
	(In thousands, except per share data)
Revenues	$	556,303		$	549,943		$	1,068,129		$	886,646
Cost of sales		(389,830	)		(398,743	)		(755,839	)		(644,757	)
Gross profit		166,473			151,200			312,290			241,889
Selling, general and administrative expenses		(89,522	)		(92,475	)		(187,237	)		(144,378	)
Research and development		(11,093	)		(5,126	)		(20,164	)		(5,272	)
Loss on sale of assets		—			—			(884	)		—
Asset impairment		—			(1,870	)		(11,549	)		(3,262	)
Operating income		65,858			51,729			92,456			88,977
Interest expense		(10,528	)		(8,682	)		(18,347	)		(11,208	)
Interest income		1,875			1,740			2,832			4,483
Other income (expense)		1,986			571			3,154			(1,445	)
Income before taxes		59,191			45,358			80,095			80,807
Income tax expense		(17,041	)		(15,254	)		(24,725	)		(28,689	)
Net income	$	42,150		$	30,104		$	55,370		$	52,118
Weighted average number of common shares and equivalents:
Basic		43,506			45,078			43,821			44,784
Diluted		47,478			50,920			47,926			51,289
Basic income per share	$	0.97		$	0.67		$	1.26		$	1.16
Diluted income per share	$	0.89		$	0.60		$	1.16		$	1.03
Dividends declared per share	$	0.05		$	0.05		$	0.10		$	0.10

BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

	External								Operating
	Customer		Affiliate			Total			Income
	Revenues		Revenues			Revenues			(Loss)
			(In thousands)
Three Months Ended June 29, 2008
Belden Americas	$	200,063	$	19,404		$	219,467		$	40,283
Specialty Products		59,652		18,238			77,890			10,171
EMEA		199,265		5,639			204,904			26,318
Asia Pacific		97,323		111			97,434			11,314
Total Segments		556,303		43,392			599,695			88,086
Finance and Administration		—		—			—			(12,327	)
Eliminations		—		(43,392	)		(43,392	)		(9,901	)
Total Continuing Operations	$	556,303	$	—		$	556,303		$	65,858
Three Months Ended June 24, 2007
Belden Americas	$	221,738	$	18,419		$	240,157		$	42,353
Specialty Products		64,580		23,215			87,795			16,090
EMEA		176,339		5,033			181,372			5,953
Asia Pacific		87,286		—			87,286			6,793
Total Segments		549,943		46,667			596,610			71,189
Finance and Administration		—		—			—			(11,252	)
Eliminations		—		(46,667	)		(46,667	)		(8,208	)
Total Continuing Operations	$	549,943	$	—		$	549,943		$	51,729
Six Months Ended June 29, 2008
Belden Americas	$	386,341	$	39,232		$	425,573		$	71,564
Specialty Products		113,084		36,583			149,667			3,089
EMEA		383,828		11,695			395,523			43,227
Asia Pacific		184,876		111			184,987			20,211
Total Segments		1,068,129		87,621			1,155,750			138,091
Finance and Administration		—		—			—			(26,223	)
Eliminations		—		(87,621	)		(87,621	)		(19,412	)
Total Continuing Operations	$	1,068,129	$	—		$	1,068,129		$	92,456
Six Months Ended June 24, 2007
Belden Americas	$	408,036	$	29,697		$	437,733		$	76,661
Specialty Products		121,233		35,638			156,871			26,405
EMEA		258,287		7,741			266,028			9,755
Asia Pacific		99,090		—			99,090			8,320
Total Segments		886,646		73,076			959,722			121,141
Finance and Administration		—		—			—			(19,192	)
Eliminations		—		(73,076	)		(73,076	)		(12,972	)
Total Continuing Operations	$	886,646	$	—		$	886,646		$	88,977

BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)

	Six Months Ended
	June 29, 2008			June 24, 2007
	(In thousands)
Cash flows from operating activities:
Net income	$	55,370		$	52,118
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,503			25,312
Asset impairment		11,549			3,262
Pension funding in excess of pension expense		(3,339	)		(2,200	)
Share-based compensation		7,292			4,314
Provision for inventory obsolescence		4,132			4,872
Loss (gain) on disposal of tangible assets		884			(164	)
Excess tax benefits related to share-based compensation		(1,141	)		(6,914	)
Changes in operating assets and liabilities, net of the effects of acquisitions and currency exchange rate changes:
Receivables		(21,827	)		(28,652	)
Inventories		(3,746	)		6,734
Accounts payable and accrued liabilities		513			64,421
Accrued taxes		3,313			11,931
Other assets		(8,053	)		(3,571	)
Other liabilities		2,125			(15,119	)
Net cash provided by operating activities		74,575			116,344
Cash flows from investing activities:
Cash used to invest in and acquire businesses		(7,891	)		(571,356	)
Proceeds from disposal of tangible assets		40,249			7,608
Capital expenditures		(18,185	)		(28,132	)
Net cash provided by (used in) investing activities		14,173			(591,880	)
Cash flows from financing activities:
Proceeds from exercise of stock options		5,171			28,994
Excess tax benefits related to share-based compensation		1,141			6,914
Payments under share repurchase program		(68,336	)		—
Cash dividends paid		(4,458	)		(4,626	)
Debt issuance costs		—			(10,212	)
Borrowings under credit arrangements		—			530,000
Payments under borrowing arrangements		—			(242,000	)
Net cash provided by (used in) financing activities		(66,482	)		309,070
Effect of foreign currency exchange rate changes on cash and cash equivalents		7,436			2,411
Increase (decrease) in cash and cash equivalents		29,702			(164,055	)
Cash and cash equivalents, beginning of period		159,964			254,151
Cash and cash equivalents, end of period	$	189,666		$	90,096

BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 29, 2008			December 31, 2007
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	189,666		$	159,964
Receivables		393,385			373,108
Inventories, net		260,472			257,540
Deferred income taxes		21,540			28,578
Other current assets		25,388			17,392
Total current assets		890,451			836,582
Property, plant and equipment, less accumulated depreciation		326,835			369,803
Goodwill		712,395			648,882
Intangible assets, less accumulated amortization		154,875			154,786
Other long-lived assets		66,357			58,796
	$	2,150,913		$	2,068,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	380,484		$	350,047
Current maturities of long-term debt		110,000			110,000
Total current liabilities		490,484			460,047
Long-term debt		350,000			350,000
Postretirement benefits		103,229			98,084
Deferred income taxes		64,486			78,140
Other long-term liabilities		14,797			9,915
Stockholders’ equity:
Common stock		503			503
Additional paid-in capital		646,269			638,690
Retained earnings		529,757			478,776
Accumulated other comprehensive income		153,442			93,198
Treasury stock		(202,054	)		(138,504	)
Total stockholders’ equity		1,127,917			1,072,663
	$	2,150,913		$	2,068,849

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, and in-process research and development charges), severance charges, adjusted depreciation, asset impairment, gains (losses) recognized on the disposal of certain tangible assets, 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
	Reported			Adjustments		Adjusted
	(In thousands, except percentages and per share amounts)
Three Months Ended June 29, 2008
Revenues	$	556,303		$	—	$	556,303
Gross profit	$	166,473		$	2,286	$	168,759
as a percent of revenues		29.9	%				30.3	%
Operating income	$	65,858		$	4,276	$	70,134
as a percent of revenues		11.8	%				12.6	%
Net income	$	42,150		$	3,675	$	45,825
as a percent of revenues		7.6	%				8.2	%
Net income per diluted share	$	0.89		$	0.08	$	0.97
Three Months Ended June 24, 2007
Revenues	$	549,943		$	—	$	549,943
Gross profit	$	151,200		$	9,266	$	160,466
as a percent of revenues		27.5	%				29.2	%
Operating income	$	51,729		$	15,119	$	66,848
as a percent of revenues		9.4	%				12.2	%
Net income	$	30,104		$	9,921	$	40,025
as a percent of revenues		5.5	%				7.3	%
Net income per diluted share	$	0.60		$	0.19	$	0.79

Adjustments for the three months ended June 29, 2008 included pre-tax charges for pension settlements, severance, and adjusted depreciation of $1.8 million, $1.5 million, and $0.7 million, respectively, and a $0.3 million pre-tax loss on the disposal of certain tangible assets.

Adjustments for the three months ended June 24, 2007 included pre-tax purchase accounting effects for acquisitions, asset impairment, adjusted depreciation, and severance and other restructuring costs of $12.2 million, $1.9 million, $0.8 million, and $0.2 million, respectively.

	As
	Reported			Adjustments		Adjusted
	(In thousands, except percentages and per share amounts)
Six Months Ended June 29, 2008
Revenues	$	1,068,129		$	—	$	1,068,129
Gross profit	$	312,290		$	6,242	$	318,532
as a percent of revenues		29.2	%				29.8	%
Operating income	$	92,456		$	28,964	$	121,420
as a percent of revenues		8.7	%				11.4	%
Net income	$	55,370		$	22,638	$	78,008
as a percent of revenues		5.2	%				7.3	%
Net income per diluted share	$	1.16		$	0.47	$	1.63
Six Months Ended June 24, 2007
Revenues	$	886,646		$	—	$	886,646
Gross profit	$	241,889		$	10,809	$	252,698
as a percent of revenues		27.3	%				28.5	%
Operating income	$	88,977		$	18,392	$	107,369
as a percent of revenues		10.0	%				12.1	%
Net income	$	52,118		$	12,436	$	64,554
as a percent of revenues		5.9	%				7.3	%
Net income per diluted share	$	1.03		$	0.25	$	1.28

Adjustments for the six months ended June 29, 2008 included pre-tax charges for asset impairment, severance associated with the Voluntary Separation Program, pension settlements, adjusted depreciation, and severance and other restructuring costs of $11.5 million, $6.5 million, $1.8 million, $0.7 million, and $7.1 million, respectively, and a $1.4 million pre-tax loss on the disposal of certain tangible assets.

Adjustments for the six months ended June 24, 2007 included pre-tax purchase accounting effects for acquisitions, asset impairment, severance, and adjusted depreciation of $12.2 million, $3.3 million, $1.2 million, and $1.7 million, respectively.