10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2012

Commission File No. 001-12561

BELDEN INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3601505
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7733 Forsyth Boulevard, Suite 800

St. Louis, Missouri 63105

(Address of principal executive offices)

(314) 854-8000

Registrant’s telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Smaller reporting company ¨

As of August 6, 2012, the Registrant had 44,789,871 outstanding shares of common stock.

PART I FINANCIAL INFORMATION

Item 1.     Financial Statements

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 1, 2012			December 31, 2011
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	337,278		$	382,716
Receivables, net		322,572			299,070
Inventories, net		183,954			202,143
Deferred income taxes		20,073			19,660
Other current assets		21,013			21,832
Total current assets		884,890			925,421
Property, plant and equipment, less accumulated depreciation		287,802			286,933
Goodwill		343,795			348,032
Intangible assets, less accumulated amortization		143,513			151,683
Deferred income taxes		19,128			12,219
Other long-lived assets		65,193			63,832
	$	1,744,321		$	1,788,120
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	214,595		$	227,571
Accrued liabilities		124,413			153,995
Total current liabilities		339,008			381,566
Long-term debt		550,265			550,926
Postretirement benefits		129,421			131,237
Other long-term liabilities		27,827			29,842
Stockholders’ equity:
Preferred stock		—			—
Common stock		503			503
Additional paid-in capital		593,844			601,484
Retained earnings		338,419			276,363
Accumulated other comprehensive loss		(40,321	)		(22,709	)
Treasury stock		(194,645	)		(161,092	)
Total stockholders’ equity		697,800			694,549
	$	1,744,321		$	1,788,120

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
	(In thousands, except per share data)
Revenues	$	484,042		$	536,251		$	948,333		$	997,879
Cost of sales		(332,121	)		(379,637	)		(654,694	)		(710,810	)
Gross profit		151,921			156,614			293,639			287,069
Selling, general and administrative expenses		(77,931	)		(84,380	)		(161,157	)		(159,316	)
Research and development		(15,029	)		(14,530	)		(29,062	)		(28,159	)
Amortization of intangibles		(2,570	)		(3,347	)		(5,805	)		(7,026	)
Income from equity method investment		1,960			3,855			4,701			7,717
Operating income		58,351			58,212			102,316			100,285
Interest expense		(12,502	)		(12,748	)		(24,423	)		(24,556	)
Interest income		211			156			562			315
Income from continuing operations before taxes		46,060			45,620			78,455			76,044
Income tax expense		(3,670	)		(10,739	)		(11,790	)		(19,145	)
Income from continuing operations		42,390			34,881			66,665			56,899
Loss from discontinued operations, net of tax		—			(156	)		—			(284	)
Net income	$	42,390		$	34,725		$	66,665		$	56,615
Weighted average number of common shares and equivalents:
Basic		45,526			47,401			45,720			47,304
Diluted		46,305			48,414			46,623			48,372
Basic income (loss) per share:
Continuing operations	$	0.93		$	0.73		$	1.46		$	1.20
Discontinued operations		—			—			—			(0.01	)
Net income	$	0.93		$	0.73		$	1.46		$	1.19
Diluted income (loss) per share:
Continuing operations	$	0.92		$	0.72		$	1.43		$	1.18
Discontinued operations		—			—			—			(0.01	)
Net income	$	0.92		$	0.72		$	1.43		$	1.17
Comprehensive income	$	14,152		$	42,326		$	49,053		$	86,973
Dividends declared per share	$	0.05		$	0.05		$	0.10		$	0.10

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

	Six Months Ended
	July 1, 2012			July 3, 2011
	(In thousands)
Cash flows from operating activities:
Net income	$	66,665		$	56,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23,659			25,111
Share-based compensation		6,339			5,716
Provision for inventory obsolescence		3,056			1,160
Pension funding less than pension expense		883			1,820
Tax benefit related to share-based compensation		(3,909	)		(1,796	)
Income from equity method investment		(4,701	)		(7,717	)
Deferred income tax expense (benefit)		(10,368	)		176
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables		(27,553	)		(50,623	)
Inventories		13,418			(18,616	)
Accounts payable		(10,823	)		19,282
Accrued liabilities		(23,754	)		(14,535	)
Accrued taxes		3,566			12,864
Other assets		(1,832	)		1,310
Other liabilities		(4,084	)		383
Net cash provided by operating activities		30,562			31,150
Cash flows from investing activities:
Capital expenditures		(21,753	)		(14,883	)
Cash used to acquire businesses, net of cash acquired		(587	)		(52,418	)
Proceeds from disposal of tangible assets		353			1,222
Net cash used for investing activities		(21,987	)		(66,079	)
Cash flows from financing activities:
Payments under share repurchase program		(50,000	)		—
Cash dividends paid		(4,712	)		(4,718	)
Payments under borrowing arrangements		(600	)		—
Debt issuance costs		—			(3,296	)
Proceeds from exercise of stock options		2,198			4,554
Proceeds from settlement of derivatives		2,733			—
Tax benefit related to share-based compensation		3,909			1,796
Net cash used for financing activities		(46,472	)		(1,664	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		(7,541	)		7,252
Decrease in cash and cash equivalents		(45,438	)		(29,341	)
Cash and cash equivalents, beginning of period		382,716			358,653
Cash and cash equivalents, end of period	$	337,278		$	329,312

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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BELDEN INC.

CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

SIX MONTHS ENDED JULY 1, 2012

(Unaudited)

																	Accumulated Other Comprehensive Income (Loss)
					Additional Paid-In Capital												Translation Component of Equity			Pension and Postretirement Liability
	Common Stock							Retained Earnings			Treasury Stock
	Shares		Amount								Shares			Amount									Total
											(In thousands )
Balance at December 31, 2011		50,335	$	503	$	601,484		$	276,363			(4,510	)	$	(161,092	)	$	27,463		$	(50,172	)	$	694,549
Net income		—		—		—			66,665			—			—			—			—			66,665
Foreign currency translation		—		—		—			—			—			—			(17,612	)		—			(17,612	)
Comprehensive income																								49,053
Exercise of stock options, net of tax withholding forfeitures		—		—		(6,785	)		—			210			7,800			—			—			1,015
Conversion of restricted stock units into commom stock, net of tax withholding forfeitures		—		—		(11,103	)		—			172			8,647			—			—			(2,456	)
Share repurchase program		—		—		—			—			(1,417	)		(50,000	)		—			—			(50,000	)
Share-based compensation		—		—		10,248			—			—			—			—			—			10,248
Dividends ($0.10 per share)		—		—		—			(4,609	)		—			—			—			—			(4,609	)
Balance at Juy 1, 2012		50,335	$	503	$	593,844		$	338,419			(5,545	)	$	(194,645	)	$	9,851		$	(50,172	)	$	697,800

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

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BELDEN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2011:

— Are prepared from the books and records without audit, and

— Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

— Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2011 Annual Report on Form 10-K.

Business Description

We design, manufacture, and market a portfolio of cable, connectivity, and networking products in markets including industrial, enterprise, broadcast, and consumer electronics. Our products provide for the transmission of signals for data, sound, and video applications.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April 1, 2012, the 92nd day of our fiscal year 2012. Our fiscal second quarter has 91 days and ended on July 1, 2012. Our fiscal third quarter has 91 days and will end on September 30, 2012.

The six months ended July 1, 2012 and July 3, 2011 included 183 and 184 days, respectively.

Reclassifications

We have made certain reclassifications to the 2011 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2012 presentation.

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market

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participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

— Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

— Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly;

— Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and for the three and six months ended July 1, 2012 and July 3, 2011, we utilized Level 1 inputs to determine the fair value of cash equivalents. As of and for the three and six months ended July 1, 2012, we utilized Level 2 inputs to determine the fair value of derivatives and hedging instruments (see Note 7). We did not have any derivatives and hedging instruments outstanding as of or for the three and six months ended July 3, 2011. We did not have any transfers between Level 1 and Level 2 fair value measurements during the year.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. These cash equivalents are recorded at fair value of $175.7 million as of July 1, 2012, which is based on quoted market prices in active markets (i.e., Level 1 valuation).

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

As of July 1, 2012, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $6.4 million, $4.7 million, and $1.7 million, respectively.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectibility is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales

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agreement. We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

Derivatives and Hedging Activities

We are exposed to various market risks, including fluctuations in foreign currency exchange rates. From time to time, we manage a portion of this risk through the use of derivative financial instruments to reduce our exposure to foreign currency risk. We do not hold or issue any derivative instrument for trading or speculative purposes.

We report all derivative financial instruments on the balance sheet at fair value. Foreign currency derivative instruments may be designated as a hedge of our net investment in certain foreign operations. If a derivative is designated as a net investment hedge, the effective portion of the gain or loss on the derivative is reported in accumulated other comprehensive income as part of the cumulative translation component of equity. Any ineffectiveness is recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income.

Discontinued Operations

On December 16, 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of July 1, 2012, we have not collected any amounts from the escrow, and we are in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. The $15.2 million remains classified on our Condensed Consolidated Balance Sheets within accounts receivable.

During 2005, we completed the sale of our discontinued communications cable operation in Phoenix, Arizona. In connection with this sale and related tax deductions, we established a reserve for uncertain tax positions. For the three and six months ended July 3, 2011 we recognized $0.3 million and $0.5 million of interest expense, respectively ($0.2 million and $0.3 million net of tax, respectively) related to the uncertain tax positions, which is included in discontinued operations.

Subsequent Events

We have evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. See Note 12.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2012, we adopted new accounting guidance issued by the FASB with regard to the presentation and disclosure of comprehensive income. The adoption of this guidance did not have a material impact on our financial statements.

Note 2: Operating Segments

We have organized the enterprise around geographic areas. We conduct our operations through three reported operating segments—Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific.

We allocate corporate expenses to the segments for purposes of measuring segment operating income. Corporate expenses are allocated on the basis of each segment’s relative operating income prior to the

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allocation. Beginning on January 1, 2012, the results of our equity method investment in Xuzhou Hirschmann Electronics Co. Ltd. (the Hirschmann JV) are no longer included in our EMEA segment due to a change in our organizational reporting structure for the Hirschmann JV. The results of the Hirschmann JV are analyzed separately from the results of our operating segments, and they are not included in the corporate expense allocation. The prior period presentation of segment operating income has been modified accordingly.

	Americas		EMEA		Asia Pacific		Total Segments
	(In thousands)
For the three months ended July 1, 2012
External customer revenues	$	308,775	$	93,401	$	81,866	$	484,042
Affiliate revenues		9,936		29,960		1,400		41,296
Operating income		44,698		21,089		9,409		75,196
For the three months ended July 3, 2011
External customer revenues		325,732		115,498		95,021		536,251
Affiliate revenues		11,475		27,482		398		39,355
Operating income		40,001		20,079		9,138		69,218
For the six months ended July 1, 2012
External customer revenues		608,397		187,530		152,406		948,333
Affiliate revenues		20,022		57,448		2,006		79,476
Operating income		80,976		38,504		14,078		133,558
For the six months ended July 3, 2011
External customer revenues		602,730		219,188		175,961		997,879
Affiliate revenues		23,543		50,148		499		74,190
Operating income		71,118		33,848		15,421		120,387

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes.

	Three Months Ended						Six Months Ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
				(In thousands)
Segment operating income	$	75,196		$	69,218		$	133,558		$	120,387
Income from equity method investment		1,960			3,855			4,701			7,717
Eliminations		(18,805	)		(14,861	)		(35,943	)		(27,819	)
Total operating income		58,351			58,212			102,316			100,285
Interest expense		(12,502	)		(12,748	)		(24,423	)		(24,556	)
Interest income		211			156			562			315
Income from continuing operations before taxes	$	46,060		$	45,620		$	78,455		$	76,044

Revenues by major product group were as follows:

	Three Months Ended				Six Months Ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
			(In thousands)
Cable products	$	345,415	$	378,497	$	674,680	$	697,625
Networking products		71,785		81,534		137,095		152,789
Connectivity products		66,842		76,220		136,558		147,465
Total revenues	$	484,042	$	536,251	$	948,333	$	997,879

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The main categories of cable products are (1) copper cables, including shielded and unshielded twisted pair cables, coaxial cables, and stranded cables, (2) fiber optic cables, which transmit light signals through glass or plastic fibers, and (3) composite cables, which are combinations of multiconductor, coaxial, and fiber optic cables jacketed together or otherwise joined together to serve complex applications and provide ease of installation. Networking products include wireless and wired Industrial Ethernet switches and related equipment and security features, fiber optic interfaces and media converters used to bridge fieldbus networks over long distances, and load-moment indicators for mobile cranes and other load-bearing equipment. Connectivity products include both fiber and copper connectors for the enterprise, broadcast, and industrial markets. Connectors are also sold as part of end-to-end structured cabling solutions.

Note 3: Income per Share

The following table presents the basis for the income per share computations:

	Three Months Ended					Six Months Ended
	July 1, 2012		July 3, 2011			July 1, 2012		July 3, 2011
	(In thousands)
Numerator:
Income from continuing operations	$	42,390	$	34,881		$	66,665	$	56,899
Loss from discontinued operations, net of tax		—		(156	)		—		(284	)
Net income	$	42,390	$	34,725		$	66,665	$	56,615
Denominator:
Weighted average shares outstanding, basic		45,526		47,401			45,720		47,304
Effect of dilutive common stock equivalents		779		1,013			903		1,068
Weighted average shares outstanding, diluted		46,305		48,414			46,623		48,372

For the three and six months ended July 1, 2012, diluted weighted average shares outstanding do not include outstanding equity awards of 1.3 million and 1.0 million, respectively, because to do so would have been anti-dilutive. For the three and six months ended July 3, 2011, diluted weighted average shares outstanding do not include outstanding equity awards of 0.7 million and 0.6 million, respectively, because to do so would have been anti-dilutive.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock.

For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately.

Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.

Note 4: Inventories

The major classes of inventories were as follows:

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	July 1, 2012			December 31, 2011
	(In thousands)
Raw materials	$	70,645		$	78,743
Work-in-process		44,644			46,683
Finished goods		85,143			92,126
Perishable tooling and supplies		2,859			3,232
Gross inventories		203,291			220,784
Obsolescence and other reserves		(19,337	)		(18,641	)
Net inventories	$	183,954		$	202,143

Note 5: Long-Lived Assets

Disposals

During the six months ended July 3, 2011, we sold certain real estate of the Americas segment for $1.1 million. There was no gain or loss recognized on the sale.

Depreciation and Amortization Expense

We recognized depreciation expense of $9.0 million and $17.9 million in the three and six months ended July 1, 2012, respectively. We recognized depreciation expense of $8.9 million and $18.1 million in the three and six months ended July 3, 2011, respectively.

We recognized amortization expense related to our intangible assets of $2.6 million and $5.8 million in the three and six months ended July 1, 2012, respectively. We recognized amortization expense related to our intangible assets of $3.3 million and $7.0 million in the three and six months ended July 3, 2011, respectively.

Note 6: Long-Term Debt and Other Borrowing Arrangements

Senior Secured Facility

On April 25, 2011, we entered into a new senior secured credit facility (Senior Secured Facility). The borrowing capacity under the Senior Secured Facility is $400.0 million, and it matures on April 25, 2016. Under the Senior Secured Facility, we are permitted to borrow and re-pay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate. It is secured by certain of our assets in the United States as well as the capital stock of certain of our subsidiaries. We paid $3.3 million of fees associated with the Senior Secured Facility, which are being amortized over the life of the Senior Secured Facility using the effective interest method.

The Senior Secured Facility contains a leverage ratio covenant and a fixed charge coverage ratio covenant. As of July 1, 2012, we were in compliance with all of the covenants of the Senior Secured Facility.

The Senior Secured Facility replaced our $230.0 million senior secured credit facility that was scheduled to mature in January 2013. There were no outstanding borrowings under the prior facility at the time of its termination.

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As of July 1, 2012, there were no outstanding borrowings under the Senior Secured Facility, and we had $387.2 million in available borrowing capacity, as our borrowing capacity is reduced by outstanding credit instruments.

See Note 12 for a discussion of changes in our long-term debt and other borrowing arrangements subsequent to July 1, 2012.

Senior Subordinated Notes

We have outstanding $200.0 million in senior subordinated notes due 2019 with a coupon interest rate of 9.25% and an effective interest rate of 9.75%. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2017 and with any future senior subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on June 15 and December 15. As of July 1, 2012, the carrying value of the notes was $200.9 million.

We also have outstanding $349.4 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and with any future senior subordinated debt; they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on March 15 and September 15. As of July 1, 2012, the carrying value of the notes was $349.4 million.

The indentures governing our senior subordinated notes require that we reinvest the proceeds from qualifying dispositions of assets in the business. To the extent that such proceeds are not reinvested (excess proceeds), we are required to offer to repurchase our notes at par. We made such an offer in December 2011, as a result of excess proceeds from our disposition of Trapeze Networks, Inc. in 2010. Holders of $0.6 million of our senior subordinated notes due 2017 accepted the offer, and such notes were repurchased at par in January 2012.

Under the terms of our Senior Secured Facility, we are permitted to repurchase up to $55.0 million of our senior subordinated notes.

Fair Value of Long-Term Debt

The fair value of our debt instruments at July 1, 2012 was approximately $579.2 million based on quoted prices of the debt instruments in an inactive market (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a face value of $549.4 million.

Note 7: Derivative Instruments and Hedging Activities

We are exposed to various market risks, including fluctuations in foreign currency exchange rates. From time to time, we manage a portion of this risk through the use of derivative financial instruments to reduce our exposure to foreign currency risk. We do not hold or issue any derivative instrument for trading or speculative purposes.

We have entered into foreign currency forward contracts that have been formally designated and qualify as net investment hedges of our operations in certain European subsidiaries. The forward contracts are recorded at fair value on our Condensed Consolidated Balance Sheets. To the extent that the hedge

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relationship is effective, the gains or losses on the forward contracts are reported in Accumulated Other Comprehensive Income (AOCI) as part of the cumulative translation component of equity. We utilize the forward-rate method of assessing hedge ineffectiveness. Any ineffectiveness is recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The forward contracts expose us to credit risk to the extent that the counterparties to our forward contracts are unable to meet the terms of the agreements. We seek to mitigate such risks by limiting the counterparties to major financial institutions and by executing our agreements across multiple counterparties. Additionally, our forward contracts are short-term in duration. No significant concentration of credit risk existed at July 1, 2012.

The following tables summarize our forward contracts outstanding as of July 1, 2012 and the effect on the Condensed Consolidated Financial Statements:

	Notional Amount (in USD)		Notional Amount (in EUR)		Maturity Date		Fair Value Included Within Accrued Liabilities
	(In thousands)
Euro foreign currency forward contracts	$	93,541	€	75,000		July 23, 2012	$	(215	)

	Pre-tax Gain Recognized in AOCI
	Three Months Ended July 1, 2012		Six Months Ended July 1, 2012
	(In thousands)
Euro foreign currency forward contracts	$	2,518	$	2,518

There was no ineffectiveness and no amount reclassified from AOCI into earnings for the three and six months ended July 1, 2012. There were no outstanding derivatives as of December 31, 2011 or as of or for the three and six months ended July 3, 2011.

All cash flows associated with derivatives are classified as financing cash flows in the Condensed Consolidated Cash Flow Statements. We collected $2.7 million in proceeds upon the settlement of foreign currency forward contracts for the six months ended July 1, 2012.

Foreign currency forward contracts are valued using a present value calculation based on forward foreign currency prices adjusted for credit and non-performance risk and are classified within Level 2 of the fair value hierarchy.

Note 8: Income Taxes

Income tax expense was $3.7 million and $11.8 million for the three and six months ended July 1, 2012, respectively. The effective rate reflected in the provision for income taxes on income from continuing operations before taxes is 8.0% and 15.0% for the three and six months ended July 1, 2012, respectively.

The most significant factor in the difference between the effective rate and the amount determined by applying the applicable statutory United States tax rate of 35% is the effect of changes in our deferred tax asset valuation allowance. For the three and six months ended July 1, 2012, we recorded reductions of $10.7 million and $10.4 million, respectively, in our valuation allowance associated primarily with net operating losses in certain foreign tax jurisdictions. We evaluated and assessed the expected utilization of net operating losses, future book and taxable income, available tax planning strategies, and our overall deferred tax position to determine the appropriate amount and timing of valuation allowance adjustments. As a result of changes in our business, available tax planning strategies, and future taxable income

-12-

projections, we determined that the weight of evidence regarding the future realizability of the deferred tax assets had become predominately positive and realization of the deferred tax assets was more likely than not.

As of July 1, 2012 and December 31, 2011, our deferred tax asset valuation allowance was $13.3 million and $24.9 million, respectively.

The tax rate differential associated with our foreign earnings is also a significant factor in the difference between the effective rate and the amount determined by applying the applicable statutory United States tax rate of 35%.

Note 9: Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for our pension plans:

	Pension Obligations						Other Postretirement Obligations
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
	(In thousands)
Three Months Ended
Service cost	$	1,432		$	1,364		$	30		$	41
Interest cost		3,037			2,867			545			672
Expected return on plan assets		(3,169	)		(2,901	)		—			—
Amortization of prior service credit		(19	)		(36	)		(29	)		(59	)
Net loss recognition		1,490			1,545			223			111
Net periodic benefit cost	$	2,771		$	2,839		$	769		$	765
Six Months Ended
Service cost	$	2,864		$	2,713		$	62		$	81
Interest cost		6,047			5,678			1,133			1,353
Expected return on plan assets		(6,333	)		(5,761	)		—			—
Amortization of prior service credit		(39	)		(72	)		(58	)		(119	)
Net loss recognition		2,982			3,088			485			230
Net periodic benefit cost	$	5,521		$	5,646		$	1,622		$	1,545

Note 10: Comprehensive Income

The following table summarizes total comprehensive income:

	Three Months Ended					Six Months Ended
	July 1, 2012			July 3, 2011		July 1, 2012			July 3, 2011
	(In thousands)
Net income	$	42,390		$	34,725	$	66,665		$	56,615
Foreign currency translation gain (loss)		(28,238	)		7,601		(17,612	)		30,358
Total comprehensive income	$	14,152		$	42,326	$	49,053		$	86,973

Note 11: Share Repurchases

In July 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. For the three months

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ended July 1, 2012, we repurchased 0.8 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $25.0 million and an average price per share of $32.21. For the six months ended July 1, 2012, we repurchased 1.4 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $50.0 million and an average price per share of $35.28. From the inception of the program to July 1, 2012, we have repurchased 3.1 million shares of our common stock under the program for an aggregate cost of $100.0 million and an average price per share of $32.76.

Note 12: Subsequent Events

In July 2012, we acquired 100% of the outstanding shares of Miranda Technologies, Inc. (Miranda) for cash consideration of $374.7 million. Miranda is a leading provider of hardware and software solutions for the broadcast infrastructure industry and will expand our solution offerings in the broadcast end-market. Miranda is headquartered in Montreal, Quebec, Canada.

The initial accounting for the Miranda acquisition, including the measurement of the fair value of the assets acquired and liabilities assumed as well as the conversion of Miranda’s financial statements from International Financial Reporting Standards to accounting principles generally accepted in the United States, is incomplete, and as a result, further details have not been disclosed.

In order to finance the purchase price, on July 23, 2012, we executed an amendment to our Senior Secured Facility and subsequently borrowed CAN$250.0 million under a new term loan (the Term Loan). The Term Loan matures in 2017 and requires quarterly amortization payments. Interest on the Term Loan is variable, based on the three month Canadian money-market rate plus an applicable spread. The remainder of the purchase price was funded with available cash.

Note 13: Supplemental Guarantor Information

As of July 1, 2012, Belden Inc. (the Issuer) has outstanding $549.4 million aggregate principal amount of senior subordinated notes. The notes rank equal in right of payment with any of our future senior subordinated debt. The notes are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Belden Inc. and certain of its subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The financial position, results of operations, and cash flows of the guarantor subsidiaries are not material and are combined with the Issuer in the following consolidating financial information. All subsidiary guarantors are 100% owned by the Issuer.

The following consolidating financial information presents information about the Issuer and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

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Supplemental Condensed Consolidating Balance Sheets

	July 1, 2012
	Issuer			Non- Guarantor Subsidiaries		Eliminations			Total
	(Unaudited) (In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	30,489		$	306,789	$	—		$	337,278
Receivables, net		141,397			181,175		—			322,572
Inventories, net		106,650			77,304		—			183,954
Deferred income taxes		15,737			4,336		—			20,073
Other current assets		9,715			11,298		—			21,013
Total current assets		303,988			580,902		—			884,890
Property, plant and equipment, less accumulated depreciation		134,174			153,628		—			287,802
Goodwill		242,808			100,987		—			343,795
Intangible assets, less accumulated amortization		75,055			68,458		—			143,513
Deferred income taxes		(3,473	)		22,601		—			19,128
Other long-lived assets		12,690			52,503		—			65,193
Investment in subsidiaries		1,356,804			—		(1,356,804	)		—
	$	2,122,046		$	979,079	$	(1,356,804	)	$	1,744,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	80,899		$	133,696	$	—		$	214,595
Accrued liabilities		57,397			67,016		—			124,413
Total current liabilities		138,296			200,712		—			339,008
Long-term debt		550,265			—		—			550,265
Postretirement benefits		33,135			96,286		—			129,421
Other long-term liabilities		23,539			4,288		—			27,827
Intercompany accounts		(40,861	)		40,861		—			—
Total stockholders’ equity		1,417,672			636,932		(1,356,804	)		697,800
	$	2,122,046		$	979,079	$	(1,356,804	)	$	1,744,321

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	December 31, 2011
	Issuer			Non- Guarantor Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	92,586		$	290,130	$	—		$	382,716
Receivables, net		117,920			181,150		—			299,070
Inventories, net		125,168			76,975		—			202,143
Deferred income taxes		15,737			3,923		—			19,660
Other current assets		10,121			11,711		—			21,832
Total current assets		361,532			563,889		—			925,421
Property, plant and equipment, less accumulated depreciation		132,909			154,024		—			286,933
Goodwill		242,808			105,224		—			348,032
Intangible assets, less accumulated amortization		77,455			74,228		—			151,683
Deferred income taxes		(1,829	)		14,048		—			12,219
Other long-lived assets		13,666			50,166		—			63,832
Investment in subsidiaries		1,306,843			—		(1,306,843	)		—
	$	2,133,384		$	961,579	$	(1,306,843	)	$	1,788,120
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	94,647		$	132,924	$	—		$	227,571
Accrued liabilities		73,579			80,416		—			153,995
Total current liabilities		168,226			213,340		—			381,566
Long-term debt		550,926			—		—			550,926
Postretirement benefits		42,855			88,382		—			131,237
Other long-term liabilities		23,628			6,214		—			29,842
Intercompany accounts		(33,617	)		33,617		—			—
Total stockholders’ equity		1,381,366			620,026		(1,306,843	)		694,549
	$	2,133,384		$	961,579	$	(1,306,843	)	$	1,788,120

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Supplemental Condensed Consolidating Statements of Operations and Comprehensive Income (Unaudited)

	Three Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	272,477		$	271,689		$	(60,124	)	$	484,042
Cost of sales		(194,020	)		(198,225	)		60,124			(332,121	)
Gross profit		78,457			73,464			—			151,921
Selling, general and administrative expenses		(44,014	)		(33,917	)		—			(77,931	)
Research and development		(3,495	)		(11,534	)		—			(15,029	)
Amortization of intangibles		(1,153	)		(1,417	)		—			(2,570	)
Income from equity method investment		—			1,960			—			1,960
Operating income		29,795			28,556			—			58,351
Interest expense		(11,734	)		(768	)		—			(12,502	)
Interest income		14			197			—			211
Intercompany income (expense)		(942	)		942			—			—
Income (loss) from equity investment in subsidiaries		31,720			—			(31,720	)		—
Income (loss) from continuing operations before taxes		48,853			28,927			(31,720	)		46,060
Income tax benefit (expense)		(6,463	)		2,793			—			(3,670	)
Net income (loss)	$	42,390		$	31,720		$	(31,720	)	$	42,390
Comprehensive income (loss)	$	42,308		$	3,564		$	(31,720	)	$	14,152

	Three Months Ended July 3, 2011
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	281,225		$	302,918		$	(47,892	)	$	536,251
Cost of sales		(212,163	)		(215,366	)		47,892			(379,637	)
Gross profit		69,062			87,552			—			156,614
Selling, general and administrative expenses		(44,251	)		(40,129	)		—			(84,380	)
Research and development		(2,840	)		(11,690	)		—			(14,530	)
Amortization of intangibles		(820	)		(2,527	)		—			(3,347	)
Income from equity method investment		—			3,855			—			3,855
Operating income		21,151			37,061			—			58,212
Interest expense		(12,162	)		(586	)		—			(12,748	)
Interest income		29			127			—			156
Intercompany income (expense)		(13,004	)		13,004			—			—
Income (loss) from equity investment in subsidiaries		39,679			—			(39,679	)		—
Income (loss) from continuing operations before taxes		35,693			49,606			(39,679	)		45,620
Income tax expense		(812	)		(9,927	)		—			(10,739	)
Income (loss) from continuing operations		34,881			39,679			(39,679	)		34,881
Loss from discontinued operations, net of tax		(156	)		—			—			(156	)
Net income (loss)	$	34,725		$	39,679		$	(39,679	)	$	34,725
Comprehensive income (loss)	$	35,321		$	46,684		$	(39,679	)	$	42,326

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	Six Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
				(In thousands)
Revenues	$	531,744		$	534,408		$	(117,819	)	$	948,333
Cost of sales		(379,405	)		(393,108	)		117,819			(654,694	)
Gross profit		152,339			141,300			—			293,639
Selling, general and administrative expenses		(90,937	)		(70,220	)		—			(161,157	)
Research and development		(7,078	)		(21,984	)		—			(29,062	)
Amortization of intangibles		(2,330	)		(3,475	)		—			(5,805	)
Income from equity method investment		—			4,701			—			4,701
Operating income		51,994			50,322			—			102,316
Interest expense		(23,638	)		(785	)		—			(24,423	)
Interest income		38			524			—			562
Intercompany income (expense)		(1,911	)		1,911			—			—
Income (loss) from equity investment in subsidiaries		49,959			—			(49,959	)		—
Income (loss) from continuing operations before taxes		76,442			51,972			(49,959	)		78,455
Income tax expense		(9,777	)		(2,013	)		—			(11,790	)
Net income (loss)	$	66,665		$	49,959		$	(49,959	)	$	66,665
Comprehensive income (loss)	$	64,939		$	34,073		$	(49,959	)	$	49,053

	Six Months Ended July 3, 2011
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	521,349		$	571,565		$	(95,035	)	$	997,879
Cost of sales		(388,902	)		(416,943	)		95,035			(710,810	)
Gross profit		132,447			154,622			—			287,069
Selling, general and administrative expenses		(83,818	)		(75,498	)		—			(159,316	)
Research and development		(5,650	)		(22,509	)		—			(28,159	)
Amortization of intangibles		(1,640	)		(5,386	)		—			(7,026	)
Income from equity method investment		—			7,717			—			7,717
Operating income		41,339			58,946			—			100,285
Interest expense		(23,944	)		(612	)		—			(24,556	)
Interest income		72			243			—			315
Intercompany income (expense)		(14,686	)		14,686			—			—
Income (loss) from equity investment in subsidiaries		55,653			—			(55,653	)		—
Income (loss) from continuing operations before taxes		58,434			73,263			(55,653	)		76,044
Income tax expense		(1,535	)		(17,610	)		—			(19,145	)
Income (loss) from continuing operations		56,899			55,653			(55,653	)		56,899
Loss from discontinued operations, net of tax		(284	)		—			—			(284	)
Net income (loss)	$	56,615		$	55,653		$	(55,653	)	$	56,615
Comprehensive income (loss)	$	57,211		$	85,415		$	(55,653	)	$	86,973

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Supplemental Condensed Consolidating Statements of Cash Flows (Unaudited)

	Six Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Total
	(In thousands)
Net cash provided by (used for) operating activities	$	(5,586	)	$	36,148		$	30,562
Cash flows from investing activities:
Capital expenditures		(9,471	)		(12,282	)		(21,753	)
Cash used to acquire businesses, net of cash acquired		(587	)		—			(587	)
Proceeds from disposal of tangible assets		19			334			353
Net cash used for investing activities		(10,039	)		(11,948	)		(21,987	)
Cash flows from financing activities:
Payments under share repurchase program		(50,000	)		—			(50,000	)
Cash dividends paid		(4,712	)		—			(4,712	)
Payments under borrowing arrangements		(600	)		—			(600	)
Proceeds from exercise of stock options		2,198			—			2,198
Tax benefit related to share-based compensation		3,909			—			3,909
Proceeds from settlement of derivatives		2,733			—			2,733
Net cash used for financing activities		(46,472	)		—			(46,472	)
Effect of currency exchange rate changes on cash and cash equivalents		—			(7,541	)		(7,541	)
Increase (decrease) in cash and cash equivalents		(62,097	)		16,659			(45,438	)
Cash and cash equivalents, beginning of period		92,586			290,130			382,716
Cash and cash equivalents, end of period	$	30,489		$	306,789		$	337,278

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	Six Months Ended July 3, 2011
				Non-
				Guarantor
	Issuer			Subsidiaries			Total
				(In thousands)
Net cash provided by (used for) operating activities	$	(14,436	)	$	45,586		$	31,150
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired		(52,418	)		—			(52,418	)
Capital expenditures		(9,615	)		(5,268	)		(14,883	)
Proceeds from disposal of tangible assets		1,201			21			1,222
Net cash used for investing activities		(60,832	)		(5,247	)		(66,079	)
Cash flows from financing activities:
Cash dividends paid		(4,718	)		—			(4,718	)
Debt issuance costs		(3,296	)		—			(3,296	)
Tax benefit related to share-based compensation		1,796			—			1,796
Proceeds from exercises of stock options		4,554			—			4,554
Intercompany capital contributions		4,158			(4,158	)		—
Net cash provided by (used for) financing activities		2,494			(4,158	)		(1,664	)
Effect of currency exchange rate changes on cash and cash equivalents		—			7,252			7,252
Increase (decrease) in cash and cash equivalents		(72,774	)		43,433			(29,341	)
Cash and cash equivalents, beginning of period		173,699			184,954			358,653
Cash and cash equivalents, end of period	$	100,925		$	228,387		$	329,312

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Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

We design and manufacture a portfolio of cable, connectivity, and networking products, which we market through regional business segments to industrial, enterprise, broadcast, and consumer electronics markets.

We consider revenue growth, operating margin, cash flows, return on invested capital, and working capital management metrics to be our key operating performance indicators.

Trends and Events

The following trends and events during 2012 have had varying effects on our financial condition, results of operations, and cash flows.

Commodity Prices

Our operating results can be affected by changes in prices of commodities, primarily copper, silver, and compounds, which are components in some of the products we sell. Generally, as the costs of inventory purchases increase due to higher commodity prices, we raise selling prices to customers to cover the increase in costs, resulting in higher sales revenue but a lower gross profit percentage. Conversely, a decrease in commodity prices would result in lower sales revenue but a higher gross profit percentage. Selling prices of our products are affected by many factors, including end market demand, capacity utilization, overall economic conditions, and commodity prices. Importantly, however, there is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.

Channel Inventory

Our operating results also can be affected by the levels of Belden 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 end customers. Generally, as our channel partners and customers change the level of Belden products held in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory.

Restructuring Activities

As a result of uncertainty in the global economic environment, we expect to execute restructuring activities in 2012 in order to continue managing our costs and competitive position and to support our strategic plan.

Subsequent Events

In July 2012, we acquired 100% of the outstanding shares of Miranda Technologies, Inc. (Miranda) for cash consideration of $374.7 million. Miranda is a leading provider of hardware and software solutions for the broadcast infrastructure industry and will expand our solution offerings in the broadcast end-market. Miranda is headquartered in Montreal, Quebec, Canada.

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In order to finance the purchase price, on July 23, 2012, we executed an amendment to our Senior Secured Facility and subsequently borrowed CAN$250.0 million under a new term loan (the Term Loan). The remainder of the purchase price was funded with available cash.

See Note 12 to the Condensed Consolidated Financial Statements for additional discussion of the acquisition of Miranda.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.

Critical Accounting Policies

During the six months ended July 1, 2012:

• We did not change any of our existing critical accounting policies from those listed in our 2011 Annual Report on Form 10-K;

• No existing accounting policies became critical accounting policies because of an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and

• There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed.

Results of Operations

Consolidated Continuing Operations

	Three Months Ended				% Change			Six Months Ended				% Change
	July 1, 2012		July 3, 2011					July 1, 2012		July 3, 2011
			(In thousands, except percentages)
Revenues	$	484,042	$	536,251		-9.7	%	$	948,333	$	997,879		-5.0	%
Gross profit		151,921		156,614		-3.0	%		293,639		287,069		2.3	%
Selling, general and administrative expenses		77,931		84,380		-7.6	%		161,157		159,316		1.2	%
Research and development		15,029		14,530		3.4	%		29,062		28,159		3.2	%
Operating income		58,351		58,212		0.2	%		102,316		100,285		2.0	%
Income from continuing operations before taxes		46,060		45,620		1.0	%		78,455		76,044		3.2	%
Income from continuing operations		42,390		34,881		21.5	%		66,665		56,899		17.2	%

Revenues decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011 primarily for the following reasons:

• Decreases in unit sales volume, changes in channel inventory, pricing changes related to non-copper commodity cost decreases, and other pricing changes resulted in revenue decreases of $24.1 million and $18.0 million, respectively.

• Unfavorable currency translation, primarily due to the U.S. dollar strengthening against the euro, resulted in revenue decreases of $14.4 million and $18.0 million, respectively.

• Decreases in selling prices due to lower copper costs resulted in estimated revenue decreases of approximately $14 million and $24 million, respectively.

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These decreases were partially offset by revenue due to acquisitions of $0.3 million and $10.5 million, respectively.

Gross profit decreased in the three months ended July 1, 2012 from the comparable period of 2011 due to the decrease in revenues as discussed above. This impact was partially offset by improved product mix on an end-market basis and as a result of deliberate product portfolio management actions. Gross profit also benefited from favorable manufacturing input costs and improved productivity due to our Lean enterprise initiatives. As a result of these factors, our gross profit percentage increased from 29.2% for the three months ended July 3, 2011 to 31.4% for the three months ended July 1, 2012.

Gross profit increased in the six months ended July 1, 2012 from the comparable period of 2011 due to improved product mix, favorable manufacturing input costs, improved productivity due to our Lean enterprise initiatives, and the impact of our acquisitions. As a result of these factors, our gross profit percentage increased from 28.8% for the six months ended July 3, 2011 to 31.0% for the six months ended July 1, 2012.

Selling, general and administrative expenses decreased in the three months ended July 1, 2012 from the comparable period of 2011. The decrease is primarily due to cost management initiatives, including decreased discretionary spending, as a result of uncertain economic conditions. Selling, general, and administrative expenses also decreased due to the impact of foreign currency translation. Selling, general and administrative expenses increased in the six months ended July 1, 2012 from the comparable period of 2011 due to investments in our strategic initiatives, including our Market Delivery System and Talent Management.

Research and development expenses increased in the three and six months ended July 1, 2012 from the comparable periods of 2011 primarily due to increased investments in new product development and our acquisitions completed in 2011.

Income from our equity method investment decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011 by $1.9 million and $3.0 million, respectively, primarily due to a slowdown in the Chinese construction industry.

Operating income increased in the three and six months ended July 1, 2012 from the comparable periods of 2011 due to the factors discussed above. Our operating income percentage increased from 10.8% and 10.0% for the three and six months ended July 3, 2011, respectively, to 12.1% and 10.8% for the three and six months ended July 1, 2012, respectively.

Income from continuing operations before taxes increased in the three and six months ended July 1, 2012 due to the increases in operating income discussed above.

Our effective tax rate for the three and six months ended July 1, 2012 was 8.0% and 15.0%, respectively, compared to 23.5% and 25.2% for the three and six months ended July 3, 2011, respectively. These changes are primarily attributable to tax benefits recorded for the three and six months ended July 1, 2012 of $10.7 million and $10.4 million, respectively, due to reductions of our valuation allowance for certain deferred tax assets.

Americas Segment

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	Three Months Ended						% Change			Six Months Ended						% Change
	July 1, 2012			July 3, 2011						July 1, 2012			July 3, 2011
				(In thousands, except percentages)
Total revenues	$	318,711		$	337,207			-5.5	%	$	628,419		$	626,273			0.3	%
Operating income		44,698			40,001			11.7	%		80,976			71,118			13.9	%
as a percent of total revenues		14.0	%		11.9	%					12.9	%		11.4	%

Americas total revenues, which include affiliate revenues, decreased in the three months ended July 1, 2012 from the comparable period of 2011. A decrease in selling prices due to lower copper costs resulted in an estimated decrease in revenues of approximately $8 million. Lower unit sales volume, changes in channel inventory, pricing changes related to non-copper commodity cost decreases, and other pricing changes resulted in a decrease in revenues of $4.7 million. Unfavorable currency translation, primarily due to the U.S. dollar strengthening against the Canadian dollar and Brazilian real, resulted in a decrease in revenue of $4.3 million. A decrease in affiliate sales resulted in a decrease in revenues of $1.5 million. Our APAC segment has increased local manufacturing capabilities of products previously purchased from the Americas segment, which resulted in the decrease in affiliate sales for the Americas segment.

Americas total revenues increased in the six months ended July 1, 2012 from the comparable period of 2011. Higher unit sales volume, changes in channel inventory, pricing changes related to non-copper commodity cost changes, and other pricing changes resulted in an increase in revenues of $15.6 million. Acquisitions contributed $9.6 million to the increase in revenues. These increases were partially offset by other factors. A decrease in selling prices due to lower copper costs resulted in an estimated decrease in revenues of approximately $14 million. Unfavorable currency translation, primarily due to the U.S. dollar strengthening against the Canadian dollar and the Brazilian real, resulted in a decrease in revenue of $5.6 million. A decrease in affiliate sales resulted in a decrease in revenues of $3.5 million.

Operating income increased in the three and six months July 1, 2012 from the comparable periods of 2011 primarily due to improved product mix and favorable manufacturing input costs. Our acquisitions completed in 2011 also contributed to the increase in operating income as compared to the prior year. As a result of these factors and improved productivity due to our Lean enterprise initiatives, the Americas operating income percentage expanded from 11.9% and 11.4% for the three and six months ended July 3, 2011, respectively, to 14.0% and 12.9% for the three and six months ended July 1, 2012, respectively.

EMEA Segment

	Three Months Ended						% Change			Six Months Ended						% Change
	July 1, 2012			July 3, 2011						July 1, 2012			July 3, 2011
				(In thousands, except percentages)
Total revenues	$	123,361		$	142,980			-13.7	%	$	244,978		$	269,336			-9.0	%
Operating income		21,089			20,079			5.0	%		38,504			33,848			13.8	%
as a percent of total revenues		17.1	%		14.0	%					15.7	%		12.6	%

EMEA total revenues, which include affiliate revenues, decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011. Unfavorable currency translation, primarily from the U.S. dollar strengthening against the euro, resulted in decreases in revenue of $11.0 million and $14.6 million, respectively. Lower unit sales volume, including changes in channel inventory, resulted in decreases in revenue of $10.4 million and $16.0 million, respectively, primarily due to softening economic conditions in Europe, including government austerity measures. Decreases in selling prices due to lower copper costs resulted in estimated decreases in revenue of approximately $1 million and $2 million, respectively. The decreases in revenues were partially offset by increases in affiliate sales of $2.5 million and $7.3 million, respectively. Acquisitions contributed $0.3 million and $0.9 million of revenues, respectively.

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Operating income increased in the three and six months ended July 1, 2012 from the comparable periods of 2011 due to favorable product mix and improved productivity due to our Lean enterprise initiatives. As a result of these factors, the EMEA operating income percentage expanded from 14.0% and 12.6% for the three and six months ended July 3, 2011, respectively, to 17.1% and 15.7% for the three and six months ended July 1, 2012, respectively.

Asia Pacific Segment

	Three Months Ended						% Change			Six Months Ended						% Change
	July 1, 2012			July 3, 2011						July 1, 2012			July 3, 2011
				(In thousands, except percentages)
Total revenues	$	83,266		$	95,419			-12.7	%	$	154,412		$	176,460			-12.5	%
Operating income		9,409			9,138			3.0	%		14,078			15,421			-8.7	%
as a percent of total revenues		11.3	%		9.6	%					9.1	%		8.7	%

Asia Pacific total revenues, which include affiliate revenues, decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011. Lower sales volume as a result of softening economic conditions in China and a decrease in the inventory levels held by our channel partners resulted in decreases in revenue of $8.9 million and $16.5 million, respectively. Lower sales volume was also due to deliberate product portfolio actions taken to improve profitability in our consumer electronics business within this segment. We continue to evaluate strategic alternatives to address the underperforming consumer electronics business in this segment. Decreases in selling prices due to lower copper costs resulted in estimated decreases in revenue of approximately $5 million and $9 million, respectively. The decreases in revenue were partially offset by other factors. Higher affiliate sales resulted in revenue increases of $1.0 million and $1.5 million, respectively. Favorable currency translation, primarily from the Chinese renminbi strengthening against the U.S. dollar, resulted in revenue increases of $0.7 million and $2.0 million.

Operating income increased in the three months ended July 1, 2012 from the comparable period of 2011 due to improved product mix as a result of deliberate product portfolio management actions. Operating income also benefited from improved productivity due to our Lean enterprise initiatives. As a result of these factors, the APAC operating income percentage expanded from 9.6% for the three months ended July 3, 2011 to 11.3% for the three months ended July 1, 2012.

Operating income decreased in the six months ended July 1, 2012 from the comparable period of 2011 due to the decreases in revenues discussed above. The impact of improved product mix due to deliberate product portfolio management actions offset the impact of the decreases in revenues. As a result, the APAC operating income percentage expanded from 8.7% for the six months ended July 3, 2011 to 9.1% for the six months ended July 1, 2012.

Product Group Information

Revenues by major product group were as follows:

	Three Months Ended				% Change			Six Months Ended				% Change
	July 1, 2012		July 3, 2011					July 1, 2012		July 3, 2011
					(In thousands, except percentages)
Cable products	$	345,415	$	378,497		-8.7	%	$	674,680	$	697,625		-3.3	%
Networking products		71,785		81,534		-12.0	%		137,095		152,789		-10.3	%
Connectivity products		66,842		76,220		-12.3	%		136,558		147,465		-7.4	%

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Cable product revenues decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011. Decreases in selling prices due to lower copper costs resulted in estimated decreases in revenues of approximately $14 million and $24 million, respectively. Decreases in unit sales volume, changes in channel inventory, pricing changes related to non-copper commodity costs and other pricing changes resulted in revenue decreases of $12.4 million and $0.7 million, respectively. Unfavorable currency translation resulted in decreases in revenues of $6.7 million and $7.8 million, respectively. For the six months ended July 1, 2012, the decrease in cable product revenues was partially offset by revenues from acquisitions of $9.6 million.

Networking product revenues decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011 primarily due to decreases in unit sales volume of $5.7 million and $10.9 million, respectively, as a result of decreases in inventory levels held by our channel partners, a slowdown in the Chinese construction industry, and softening economic conditions in Europe, including government austerity measures. Unfavorable currency translation resulted in decreases in networking product revenues of $4.3 million and $5.7 million, respectively. These decreases were partially offset by revenues from acquisitions of $0.3 million and $0.9 million, respectively.

Connectivity product revenues decreased in the three and six months ended July 1, 2012 from the comparable periods of 2011 primarily due to decreases in unit sales volume, including changes in channel inventory, of $6.0 million and $6.3 million, respectively. Unfavorable currency translation resulted in decreases in connectivity product revenues of $3.4 million and $4.6 million, respectively.

Discontinued Operations

On December 16, 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of July 1, 2012, we have not collected any amounts from the escrow, and we are in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. The $15.2 million remains classified on our Condensed Consolidated Balance Sheets within accounts receivable.

During 2005, we completed the sale of our discontinued communications cable operation in Phoenix, Arizona. In connection with this sale and related tax deductions, we established a reserve for uncertain tax positions. For the three and six months ended July 3, 2011 we recognized $0.3 million and $0.5 million of interest expense, respectively ($0.2 million and $0.3 million net of tax, respectively) related to the uncertain tax positions, which is included in discontinued operations.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash provided by operating activities, (2) disposals of businesses and tangible assets, (3) exercises of stock options, (4) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (5) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash in 2012 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.

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The following table is derived from our Condensed Consolidated Cash Flow Statements:

	Six Months Ended
	July 1, 2012			July 3, 2011
	(In thousands)
Net cash provided by (used for):
Operating activities	$	30,562		$	31,150
Investing activities		(21,987	)		(66,079	)
Financing activities		(46,472	)		(1,664	)
Effects of currency exchange rate changes on cash and cash equivalents		(7,541	)		7,252
Decrease in cash and cash equivalents		(45,438	)		(29,341	)
Cash and cash equivalents, beginning of period		382,716			358,653
Cash and cash equivalents, end of period	$	337,278		$	329,312

Net cash provided by operating activities, a key source of our liquidity, decreased by $0.6 million for the six months ended July 1, 2012 from the comparable period of 2011. The increased use of cash by operating assets and liabilities was substantially offset by an increase in net income.

Accounts receivable were a use of cash of $27.6 million for the six months ended July 1, 2012, compared to a use of cash of $50.6 million for the comparable period of 2011. Our days’ sales outstanding improved from 62 days as of July 3, 2011 to 61 days as of July 1, 2012. We calculate days’ sales outstanding by dividing accounts receivable as of the end of the quarter by the average daily revenues recognized during the quarter.

Inventories were a source of cash of $13.4 million for the six months ended July 1, 2012, while inventories were a use of cash of $18.6 million for the comparable period of 2011. Inventory turns decreased from 7.5 turns as of July 3, 2011 to 7.2 turns as of July 1, 2012. We calculate inventory turns by dividing annualized cost of sales for the quarter by the inventory balance at the end of the quarter.

Net cash used for investing activities totaled $22.0 million for the six months ended July 1, 2012 compared to $66.1 million for the comparable period of 2011. Investing activities in the six months ended July 1, 2012 included capital expenditures of $21.8 million and a payment related to a previous acquisition of $0.6 million. Investing activities in the six months ended July 3, 2011 included payments for our acquisitions, net of cash acquired, of $52.4 million, capital expenditures of $14.9 million, and the receipt of $1.1 million of proceeds from the sale of real estate in the Americas segment.

Net cash used for financing activities for the six months ended July 1, 2012 totaled $46.5 million compared to $1.7 million for the comparable period of 2011. This change is primarily due to payments under our share repurchase program of $50.0 million for the six months ended July 1, 2012.

Our cash and cash equivalents balance was $337.3 million as of July 1, 2012. Of this amount, $306.2 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash, we may be required to accrue and pay taxes in accordance with applicable tax rules and regulations of the U.S. or other tax jurisdictions as a result of the repatriation.

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Our outstanding debt obligations as of July 1, 2012 consisted of $349.4 million aggregate principal of 7.0% senior subordinated notes due 2017 and $200.0 million aggregate principal of 9.25% senior subordinated notes due 2019. As of July 1, 2012, there were no outstanding borrowings under our senior secured credit facility, we were in compliance with all of the covenants of the facility, and we had $387.2 million in available borrowing capacity. Additional discussion regarding our various borrowing arrangements is included in Notes 6 and 12 to the Condensed Consolidated Financial Statements.

Forward-Looking Statements

Statements in this report other than historical facts are “forward looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward looking statements include any statements regarding future revenues, costs and expenses, operating income, earnings per share, margins, cash flows, dividends, and capital expenditures. These forward looking statements are based on forecasts and projections about the markets and industries which we serve 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. Our actual results may differ materially from these expectations. Changes in the global economy may impact our results. Turbulence in financial markets may increase our borrowing costs. Additional factors that may cause actual results to differ from our expectations include: our reliance on key distributors in marketing products; our ability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control and productivity improvement programs); changes in the level of economic activity in our major geographic markets; difficulties in realigning manufacturing capacity and capabilities among our global manufacturing facilities; the competitiveness of the global cable, connectivity, and networking industries; variability in our quarterly and annual effective tax rates; changes in accounting rules and interpretations of those rules which may affect our reported earnings; changes in currency exchange rates and political and economic uncertainties in the countries where we conduct business; demand for our products; the cost and availability of materials including copper, plastic compounds derived from fossil fuels, electronic components, and other materials; energy costs; our ability to achieve acquisition performance expectations and to integrate acquired businesses successfully; our ability to develop and introduce new products; having to recognize charges that would reduce income as a result of impairing goodwill and other intangible assets; security risks and the potential for business interruption from operating in volatile countries; disruptions or failures of our (or our suppliers or customers) systems or operations in the event of a major earthquake, weather event, cyber-attack, terrorist attack, or other catastrophic event that could cause delays in completing sales, providing services, or performing other mission-critical functions; 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, 2011 filed with the Securities and Exchange Commission on February 29, 2012. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

Item 3: Quantitative and Qualitative Disclosures about Market Risks

We are exposed to various market risks, including fluctuations in foreign currency exchange rates. From time to time, we manage a portion of this risk through the use of derivative financial instruments to reduce our exposure to foreign currency risk. We do not hold or issue any derivative instrument for trading or speculative purposes. As of July 1, 2012, we had $93.5 million aggregate outstanding notional amount related to foreign currency forward contracts accounted for as net investment hedges of our investment in certain European subsidiaries. The fair value of the forward contracts was $0.2 million, classified within accrued liabilities within the Condensed Consolidated Balance Sheets. See Note 7 to the Condensed Consolidated Financial Statements for additional discussion.

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Item 7A of our 2011 Annual Report on Form 10-K provides more information as to the practices and instruments that we use to manage market risks. There were no other material changes in our exposure to market risks since December 31, 2011.

Item 4: Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1: Legal Proceedings

We are a party to various legal proceedings and administrative actions that are incidental to our operations. These proceedings include personal injury cases, 109 of which are pending as of July 30, 2012, in which we are one of many defendants. Electricians have filed a majority of these cases, primarily in Pennsylvania and Illinois, generally seeking compensatory, special, and punitive damages. Typically in these cases, the claimant alleges injury from alleged exposure to a heat-resistant asbestos fiber. Our alleged predecessors had a small number of products that contained the fiber, but ceased production of such products more than 20 years ago. Through July 30, 2012, we have been dismissed, or reached agreement to be dismissed, in more than 400 similar cases without any going to trial, and with only a small number of these involving any payment to the claimant. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, operating results, or cash flows. However, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future.

We are a former owner of a property located in Kingston, Canada. The Ontario, Canada Ministry of the Environment is seeking to require current and former owners of the Kingston property to delineate and remediate soil and groundwater contamination at the site, which we believe was caused by Nortel (a former owner of the site). We are in the process of assessing whether we have any liability for the site, as well as the scope of contamination, cost of remediation, allocation of costs among the parties, and the other parties’ financial viability. Based on our current information, we do not believe this matter should have a material adverse effect on our financial condition, operating results, or cash flows. However, since the outcome of this matter is uncertain, we cannot give absolute assurance regarding its future resolution, or that such matter may not become material in the future.

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our 2011 Annual Report on Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Set forth below is information regarding our stock repurchases for the three months ended July 1, 2012.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (1)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 2, 2012 through May 6, 2012		—	$	—		—	$	75,000,000
May 7, 2012 through June 3, 2012		—		—		—		75,000,000
June 4, 2012 through July 1, 2012		776,240		32.21		776,240		50,000,000
Total		776,240	$	32.21		776,240	$	50,000,000

(1) In July 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. From inception of the program to July 1, 2012, we have repurchased 3.1 million shares of our common stock under the program for an aggregate cost of $100.0 million and an average price of $32.76.

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Item 6: Exhibits

Exhibits

Exhibit 31.1	Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation
Exhibit 101.DEF	XBRL Taxonomy Extension Definition
Exhibit 101.LAB	XBRL Taxonomy Extension Label
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation

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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 thereunto duly authorized.

	BELDEN INC.
Date:    August 9, 2012	By:	/s/ John S. Stroup
		John S. Stroup
		President, Chief Executive Officer and Director
Date:    August 9, 2012	By:	/s/ Henk Derksen
		Henk Derksen
		Senior Vice President, Finance, and Chief Financial Officer
Date:    August 9, 2012	By:	/s/ John S. Norman
		John S. Norman
		Vice President, Controller, and Chief Accounting Officer

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EX-31.1

Exhibit 31.1

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John S. Stroup, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 9, 2012
	/s/ John S. Stroup
	John S. Stroup
	President, Chief Executive Officer and Director

EX-31.2

Exhibit 31.2

CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Henk Derksen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 9, 2012
	/s/ Henk Derksen
	Henk Derksen
	Senior Vice President, Finance, and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended July 1, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Stroup, President, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John S. Stroup

John S. Stroup

President, Chief Executive Officer and Director

August 9, 2012

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended July 1, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Henk Derksen

Henk Derksen

Senior Vice President, Finance, and Chief Financial Officer

August 9, 2012

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Income Taxes (Details) (USD $)	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011	Dec. 31, 2011
Income Taxes (Textual) [Abstract]
Income tax expense	$ 3,670,000	$ 10,739,000	$ 11,790,000	$ 19,145,000
Effective income tax rate on income from continuing operations before taxes	8.00%		15.00%
Applicable statutory United States tax rate			35.00%
Reduction in valuation allowance associated with net operating loss	10,700,000		10,400,000
Deferred tax asset valuation allowance	$ 13,300,000		$ 13,300,000		$ 24,900,000

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Supplemental Guarantor Information (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Condensed Consolidated Cash Flow Statements [Abstract]
Net cash provided by (used for) operating activities	$ 30,562	$ 31,150
Cash flows from investing activities:
Capital expenditures	(21,753)	(14,883)
Proceeds from disposal of tangible assets	353	1,222
Net cash used for investing activities	(21,987)	(66,079)
Cash used to acquire businesses, net of cash acquired	(587)	(52,418)
Cash flows from financing activities:
Proceeds from exercise of stock options	2,198	4,554
Tax benefit related to share-based compensation	3,909	1,796
Cash dividends paid	(4,712)	(4,718)
Debt issuance costs		(3,296)
Proceeds from settlement of derivatives	2,733
Payments under borrowing arrangements	(600)
Net cash used for financing activities	(46,472)	(1,664)
Payments under share repurchase program	(50,000)
Effect of currency exchange rate changes on cash and cash equivalents	(7,541)	7,252
Decrease in cash and cash equivalents	(45,438)	(29,341)
Cash and cash equivalents, beginning of period	382,716	358,653
Cash and cash equivalents, end of period	337,278	329,312
Issuer [Member]
Condensed Consolidated Cash Flow Statements [Abstract]
Net cash provided by (used for) operating activities	(5,586)	(14,436)
Cash flows from investing activities:
Capital expenditures	(9,471)	(9,615)
Proceeds from disposal of tangible assets	19	1,201
Net cash used for investing activities	(10,039)	(60,832)
Cash used to acquire businesses, net of cash acquired	(587)	(52,418)
Cash flows from financing activities:
Proceeds from exercise of stock options	2,198	4,554
Tax benefit related to share-based compensation	3,909	1,796
Cash dividends paid	(4,712)	(4,718)
Debt issuance costs		(3,296)
Proceeds from settlement of derivatives	2,733
Intercompany capital contributions and dividends		4,158
Payments under borrowing arrangements	(600)
Net cash used for financing activities	(46,472)	2,494
Payments under share repurchase program	(50,000)
Decrease in cash and cash equivalents	(62,097)	(72,774)
Cash and cash equivalents, beginning of period	92,586	173,699
Cash and cash equivalents, end of period	30,489	100,925
Non-Guarantor Subsidiaries [Member]
Condensed Consolidated Cash Flow Statements [Abstract]
Net cash provided by (used for) operating activities	36,148	45,586
Cash flows from investing activities:
Capital expenditures	(12,282)	(5,268)
Proceeds from disposal of tangible assets	334	21
Net cash used for investing activities	(11,948)	(5,247)
Cash flows from financing activities:
Intercompany capital contributions and dividends		(4,158)
Net cash used for financing activities		(4,158)
Effect of currency exchange rate changes on cash and cash equivalents	(7,541)	7,252
Decrease in cash and cash equivalents	16,659	43,433
Cash and cash equivalents, beginning of period	290,130	184,954
Cash and cash equivalents, end of period	$ 306,789	$ 228,387

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Income per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Numerator:
Income from continuing operations	$ 42,390	$ 34,881	$ 66,665	$ 56,899
Loss from discontinued operations, net of tax		(156)		(284)
Net income	$ 42,390	$ 34,725	$ 66,665	$ 56,615
Denominator:
Weighted average shares outstanding, basic	45,526	47,401	45,720	47,304
Effect of dilutive common stock equivalents	779	1,013	903	1,068
Weighted average shares outstanding, diluted	46,305	48,414	46,623	48,372
Income per Share (Textual) [Abstract]
Diluted weighted average shares outstanding do not include outstanding equity awards	1,300,000	700,000	1,000,000	600,000

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Pension and Other Postretirement Obligations (Tables)

6 Months Ended

Jul. 01, 2012

Pension and Other Postretirement Obligations [Abstract]

Components of net periodic benefit costs

	Pension Obligations						Other Postretirement Obligations
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
	(In thousands)
Three Months Ended
Service cost	$	1,432		$	1,364		$	30		$	41
Interest cost		3,037			2,867			545			672
Expected return on plan assets		(3,169	)		(2,901	)		—			—
Amortization of prior service credit		(19	)		(36	)		(29	)		(59	)
Net loss recognition		1,490			1,545			223			111
Net periodic benefit cost	$	2,771		$	2,839		$	769		$	765
Six Months Ended
Service cost	$	2,864		$	2,713		$	62		$	81
Interest cost		6,047			5,678			1,133			1,353
Expected return on plan assets		(6,333	)		(5,761	)		—			—
Amortization of prior service credit		(39	)		(72	)		(58	)		(119	)
Net loss recognition		2,982			3,088			485			230
Net periodic benefit cost	$	5,521		$	5,646		$	1,622		$	1,545

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Share Repurchases (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jul. 31, 2011	Jul. 01, 2012	Jul. 01, 2012	Jul. 01, 2012
Share Repurchases (Textual) [Abstract]
Purchase of common stock	$ 150.0
Repurchase of shares		0.8	1.4	3.1
Prepaid variable agreement		$ 25.0	$ 50.0	$ 100.0
Repurchase of shares average price per share		$ 32.21	$ 35.28	$ 32.76

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Derivative Instruments and Hedging (Detail) (Foreign currency forward contracts [Member], Fair Value, Inputs, Level 2 [Member]) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 01, 2012 USD ($)	Jul. 01, 2012 USD ($)	Jul. 01, 2012 EUR (€)
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	$ 93,541	$ 93,541	€ 75,000
Maturity Date	Jul. 23, 2012
Fair value included within Accrued liabilities	215	215
Amount of pre-tax gain recognized in AOCI	$ 2,518	$ 2,518

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Supplemental Guarantor Information (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jul. 01, 2012
Supplemental Guarantor Information (Textual) [Abstract]
Principal amount of senior subordinated notes	$ 549.4
Guarantees by subsidiaries	Notes are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility
Description of priority	Notes rank equal in right of payment with any of our future senior subordinated debt
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Subsidiary guarantors owned by the issuer	100.00%

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Income per Share

6 Months Ended

Jul. 01, 2012

Income per Share [Abstract]

Income per Share

Note 3: Income per Share

The following table presents the basis for the income per share computations:

	Three Months Ended					Six Months Ended
	July 1, 2012		July 3, 2011			July 1, 2012		July 3, 2011
	(In thousands)
Numerator:
Income from continuing operations	$	42,390	$	34,881		$	66,665	$	56,899
Loss from discontinued operations, net of tax		—		(156	)		—		(284	)
Net income	$	42,390	$	34,725		$	66,665	$	56,615
Denominator:
Weighted average shares outstanding, basic		45,526		47,401			45,720		47,304
Effect of dilutive common stock equivalents		779		1,013			903		1,068
Weighted average shares outstanding, diluted		46,305		48,414			46,623		48,372

For the three and six months ended July 1, 2012, diluted weighted average shares outstanding do not include outstanding equity awards of 1.3 million and 1.0 million, respectively, because to do so would have been anti-dilutive. For the three and six months ended July 3, 2011, diluted weighted average shares outstanding do not include outstanding equity awards of 0.7 million and 0.6 million, respectively, because to do so would have been anti-dilutive.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock.

For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately.

Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.

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Subsequent Events (Details) In Millions, unless otherwise specified	Jul. 01, 2012 Miranda Technologies Inc [Member] USD ($)	Jul. 23, 2012 Term Loan [Member] CAD
Subsequent Event [Line Items]
Acquisition of outstanding shares of Miranda Technologies, Inc	100.00%
Cash consideration	$ 374.7
Term loans borrowed for financing the purchase price of Miranda Technologies, Inc		250.0

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Operating Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Operating Segment Information
External customer revenues	$ 484,042	$ 536,251	$ 948,333	$ 997,879
Operating income	58,351	58,212	102,316	100,285
Operating Segments [Member]
Operating Segment Information
External customer revenues	484,042	536,251	948,333	997,879
Affiliate revenues	41,296	39,355	79,476	74,190
Reportable Segment [Member]
Operating Segment Information
Operating income	75,196	69,218	133,558	120,387
Americas [Member]
Operating Segment Information
External customer revenues	308,775	325,732	608,397	602,730
Affiliate revenues	9,936	11,475	20,022	23,543
Operating income	44,698	40,001	80,976	71,118
EMEA [Member]
Operating Segment Information
External customer revenues	93,401	115,498	187,530	219,188
Affiliate revenues	29,960	27,482	57,448	50,148
Operating income	21,089	20,079	38,504	33,848
Asia Pacific [Member]
Operating Segment Information
External customer revenues	81,866	95,021	152,406	175,961
Affiliate revenues	1,400	398	2,006	499
Operating income	$ 9,409	$ 9,138	$ 14,078	$ 15,421

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Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended			6 Months Ended		12 Months Ended	3 Months Ended	6 Months Ended
	Oct. 01, 2012	Jul. 01, 2012	Apr. 01, 2012	Jul. 01, 2012	Jul. 03, 2011	Dec. 31, 2011	Jul. 03, 2011 Communications cable operation in Phoenix, Arizona [Member]	Jul. 03, 2011 Communications cable operation in Phoenix, Arizona [Member]	Jul. 01, 2012 Trapeze Networks, Inc [Member]	Jul. 01, 2012 Standby letters of credit [Member]	Jul. 01, 2012 Bank Guaranties [Member]	Jul. 01, 2012 Surety Bonds [Member]
Loss Contingencies [Line Items]
Contingency accrual at carrying value										$ 6,400,000	$ 4,700,000	$ 1,700,000
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from Discontinued operations									152,100,000
Cash received on transaction with Trapeze network									136,900,000
Other income related to escrow									15,200,000
Interest and losses related to discontinued operations							300,000	500,000
Losses, including interest expense, related to discontinued operations, net of tax							200,000	300,000
Summary of Significant Accounting Policies (Textual) [Abstract]
Reporting Period	91 days	91 days	92 days	183 days	184 days	91 days
Impact of reclassifications to reported net income				0
Original maturity period of cash and cash equivalents				Three months or less
Fair value of cash and cash equivalents based on quoted market prices in active markets Level 1 valuation		$ 175,700,000		$ 175,700,000

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Supplemental Guarantor Information (Details) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Dec. 31, 2011	Jul. 03, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 337,278	$ 382,716	$ 329,312	$ 358,653
Receivables, net	322,572	299,070
Inventories, net	183,954	202,143
Deferred income taxes	20,073	19,660
Other current assets	21,013	21,832
Total current assets	884,890	925,421
Property, plant and equipment, less accumulated depreciation	287,802	286,933
Goodwill	343,795	348,032
Intangible assets, less accumulated amortization	143,513	151,683
Deferred income taxes	19,128	12,219
Other long-lived assets	65,193	63,832
Total assets	1,744,321	1,788,120
Current liabilities:
Accounts payable	214,595	227,571
Accrued liabilities	124,413	153,995
Total current liabilities	339,008	381,566
Long-term debt	550,265	550,926
Postretirement benefits	129,421	131,237
Other long-term liabilities	27,827	29,842
Total stockholders' equity	697,800	694,549
Total liabilities and stockholders' equity	1,744,321	1,788,120
Issuer [Member]
Current assets:
Cash and cash equivalents	30,489	92,586	100,925	173,699
Receivables, net	141,397	117,920
Inventories, net	106,650	125,168
Deferred income taxes	15,737	15,737
Other current assets	9,715	10,121
Total current assets	303,988	361,532
Property, plant and equipment, less accumulated depreciation	134,174	132,909
Goodwill	242,808	242,808
Intangible assets, less accumulated amortization	75,055	77,455
Deferred income taxes	(3,473)	(1,829)
Other long-lived assets	12,690	13,666
Investment in subsidiaries	1,356,804	1,306,843
Total assets	2,122,046	2,133,384
Current liabilities:
Accounts payable	80,899	94,647
Accrued liabilities	57,397	73,579
Total current liabilities	138,296	168,226
Long-term debt	550,265	550,926
Postretirement benefits	33,135	42,855
Other long-term liabilities	23,539	23,628
Intercompany accounts	(40,861)	(33,617)
Total stockholders' equity	1,417,672	1,381,366
Total liabilities and stockholders' equity	2,122,046	2,133,384
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	306,789	290,130	228,387	184,954
Receivables, net	181,175	181,150
Inventories, net	77,304	76,975
Deferred income taxes	4,336	3,923
Other current assets	11,298	11,711
Total current assets	580,902	563,889
Property, plant and equipment, less accumulated depreciation	153,628	154,024
Goodwill	100,987	105,224
Intangible assets, less accumulated amortization	68,458	74,228
Deferred income taxes	22,601	14,048
Other long-lived assets	52,503	50,166
Total assets	979,079	961,579
Current liabilities:
Accounts payable	133,696	132,924
Accrued liabilities	67,016	80,416
Total current liabilities	200,712	213,340
Postretirement benefits	96,286	88,382
Other long-term liabilities	4,288	6,214
Intercompany accounts	40,861	33,617
Total stockholders' equity	636,932	620,026
Total liabilities and stockholders' equity	979,079	961,579
Eliminations [Member]
Current assets:
Investment in subsidiaries	(1,356,804)	(1,306,843)
Total assets	(1,356,804)	(1,306,843)
Current liabilities:
Total stockholders' equity	(1,356,804)	(1,306,843)
Total liabilities and stockholders' equity	$ (1,356,804)	$ (1,306,843)

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Operating Segments (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Reconciliation of the total of the reportable segments' net income (loss) to consolidated financial statements
Operating income	$ 58,351	$ 58,212	$ 102,316	$ 100,285
Income from equity method investment	1,960	3,855	4,701	7,717
Interest expense	(12,502)	(12,748)	(24,423)	(24,556)
Interest income	211	156	562	315
Income from continuing operations before taxes	46,060	45,620	78,455	76,044
Reportable Segment [Member]
Reconciliation of the total of the reportable segments' net income (loss) to consolidated financial statements
Operating income	75,196	69,218	133,558	120,387
Eliminations [Member]
Reconciliation of the total of the reportable segments' net income (loss) to consolidated financial statements
Operating income	$ (18,805)	$ (14,861)	$ (35,943)	$ (27,819)

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Operating Segments (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Revenue by major product group
Revenues	$ 484,042	$ 536,251	$ 948,333	$ 997,879
Cable products [Member]
Revenue by major product group
Revenues	345,415	378,497	674,680	697,625
Networking products [Member]
Revenue by major product group
Revenues	71,785	81,534	137,095	152,789
Connectivity products [Member]
Revenue by major product group
Revenues	$ 66,842	$ 76,220	$ 136,558	$ 147,465

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Operating Segments

6 Months Ended

Jul. 01, 2012

Operating Segments [Abstract]

Operating Segments

Note 2: Operating Segments

We have organized the enterprise around geographic areas. We conduct our operations through three reported operating segments—Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific.

We allocate corporate expenses to the segments for purposes of measuring segment operating income. Corporate expenses are allocated on the basis of each segment’s relative operating income prior to the allocation. Beginning on January 1, 2012, the results of our equity method investment in Xuzhou Hirschmann Electronics Co. Ltd. (the Hirschmann JV) are no longer included in our EMEA segment due to a change in our organizational reporting structure for the Hirschmann JV. The results of the Hirschmann JV are analyzed separately from the results of our operating segments, and they are not included in the corporate expense allocation. The prior period presentation of segment operating income has been modified accordingly.

	Americas		EMEA		Asia Pacific		Total Segments
	(In thousands)
For the three months ended July 1, 2012
External customer revenues	$	308,775	$	93,401	$	81,866	$	484,042
Affiliate revenues		9,936		29,960		1,400		41,296
Operating income		44,698		21,089		9,409		75,196
For the three months ended July 3, 2011
External customer revenues		325,732		115,498		95,021		536,251
Affiliate revenues		11,475		27,482		398		39,355
Operating income		40,001		20,079		9,138		69,218
For the six months ended July 1, 2012
External customer revenues		608,397		187,530		152,406		948,333
Affiliate revenues		20,022		57,448		2,006		79,476
Operating income		80,976		38,504		14,078		133,558
For the six months ended July 3, 2011
External customer revenues		602,730		219,188		175,961		997,879
Affiliate revenues		23,543		50,148		499		74,190
Operating income		71,118		33,848		15,421		120,387

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes.

	Three Months Ended						Six Months Ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
				(In thousands)
Segment operating income	$	75,196		$	69,218		$	133,558		$	120,387
Income from equity method investment		1,960			3,855			4,701			7,717
Eliminations		(18,805	)		(14,861	)		(35,943	)		(27,819	)
Total operating income		58,351			58,212			102,316			100,285
Interest expense		(12,502	)		(12,748	)		(24,423	)		(24,556	)
Interest income		211			156			562			315
Income from continuing operations before taxes	$	46,060		$	45,620		$	78,455		$	76,044

Revenues by major product group were as follows:

	Three Months Ended				Six Months Ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
			(In thousands)
Cable products	$	345,415	$	378,497	$	674,680	$	697,625
Networking products		71,785		81,534		137,095		152,789
Connectivity products		66,842		76,220		136,558		147,465
Total revenues	$	484,042	$	536,251	$	948,333	$	997,879

The main categories of cable products are (1) copper cables, including shielded and unshielded twisted pair cables, coaxial cables, and stranded cables, (2) fiber optic cables, which transmit light signals through glass or plastic fibers, and (3) composite cables, which are combinations of multiconductor, coaxial, and fiber optic cables jacketed together or otherwise joined together to serve complex applications and provide ease of installation. Networking products include wireless and wired Industrial Ethernet switches and related equipment and security features, fiber optic interfaces and media converters used to bridge fieldbus networks over long distances, and load-moment indicators for mobile cranes and other load-bearing equipment. Connectivity products include both fiber and copper connectors for the enterprise, broadcast, and industrial markets. Connectors are also sold as part of end-to-end structured cabling solutions.

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Operating Segments (Details Textual)	6 Months Ended
	Jul. 01, 2012 Segment
Operating Segments (Textual) [Abstract]
Number of operating segments	3

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Pension and Other Postretirement Obligations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Pension Obligations [Member]
Components of net periodic benefit cost
Service cost	$ 1,432	$ 1,364	$ 2,864	$ 2,713
Interest cost	3,037	2,867	6,047	5,678
Amortization of prior service credit	(19)	(36)	(39)	(72)
Expected return on plan assets	(3,169)	(2,901)	(6,333)	(5,761)
Net loss recognition	1,490	1,545	2,982	3,088
Net periodic benefit cost	2,771	2,839	5,521	5,646
Other Postretirement Obligations [Member]
Components of net periodic benefit cost
Service cost	30	41	62	81
Interest cost	545	672	1,133	1,353
Amortization of prior service credit	(29)	(59)	(58)	(119)
Net loss recognition	223	111	485	230
Net periodic benefit cost	$ 769	$ 765	$ 1,622	$ 1,545

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 337,278	$ 382,716
Receivables, net	322,572	299,070
Inventories, net	183,954	202,143
Deferred income taxes	20,073	19,660
Other current assets	21,013	21,832
Total current assets	884,890	925,421
Property, plant and equipment, less accumulated depreciation	287,802	286,933
Goodwill	343,795	348,032
Intangible assets, less accumulated amortization	143,513	151,683
Deferred income taxes	19,128	12,219
Other long-lived assets	65,193	63,832
Total assets	1,744,321	1,788,120
Current liabilities:
Accounts payable	214,595	227,571
Accrued liabilities	124,413	153,995
Total current liabilities	339,008	381,566
Long-term debt	550,265	550,926
Postretirement benefits	129,421	131,237
Other long-term liabilities	27,827	29,842
Stockholders' equity:
Preferred stock
Common stock	503	503
Additional paid-in capital	593,844	601,484
Retained earnings	338,419	276,363
Accumulated other comprehensive loss	(40,321)	(22,709)
Treasury stock	(194,645)	(161,092)
Total stockholders' equity	697,800	694,549
Total liabilities and stockholders' equity	$ 1,744,321	$ 1,788,120

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Supplemental Guarantor Information (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
Revenues	$ 484,042	$ 536,251	$ 948,333	$ 997,879
Cost of sales	(332,121)	(379,637)	(654,694)	(710,810)
Gross profit	151,921	156,614	293,639	287,069
Income from equity method investment	1,960	3,855	4,701	7,717
Selling, general and administrative expenses	(77,931)	(84,380)	(161,157)	(159,316)
Operating income	58,351	58,212	102,316	100,285
Research and development	(15,029)	(14,530)	(29,062)	(28,159)
Interest income	211	156	562	315
Amortization of intangibles	(2,570)	(3,347)	(5,805)	(7,026)
Income (loss) from continuing operations before taxes	46,060	45,620	78,455	76,044
Interest expense	(12,502)	(12,748)	(24,423)	(24,556)
Income (loss) from continuing operations	42,390	34,881	66,665	56,899
Loss from discontinued operations, net of tax		(156)		(284)
Net income (loss)	42,390	34,725	66,665	56,615
Comprehensive income (loss)	14,152	42,326	49,053	86,973
Income tax expense	(3,670)	(10,739)	(11,790)	(19,145)
Issuer [Member]
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
Revenues	272,477	281,225	531,744	521,349
Cost of sales	(194,020)	(212,163)	(379,405)	(388,902)
Gross profit	78,457	69,062	152,339	132,447
Selling, general and administrative expenses	(44,014)	(44,251)	(90,937)	(83,818)
Operating income	29,795	21,151	51,994	41,339
Research and development	(3,495)	(2,840)	(7,078)	(5,650)
Interest income	14	29	38	72
Intercompany income (expense)	(942)	(13,004)	(1,911)	(14,686)
Amortization of intangibles	(1,153)	(820)	(2,330)	(1,640)
Income (loss) from equity investment in subsidiaries	31,720	39,679	49,959	55,653
Income (loss) from continuing operations before taxes	48,853	35,693	76,442	58,434
Interest expense	(11,734)	(12,162)	(23,638)	(23,944)
Income (loss) from continuing operations		34,881		56,899
Loss from discontinued operations, net of tax		(156)		(284)
Net income (loss)	42,390	34,725	66,665	56,615
Comprehensive income (loss)	42,308	35,321	64,939	57,211
Income tax expense	(6,463)	(812)	(9,777)	(1,535)
Non-Guarantor Subsidiaries [Member]
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
Revenues	271,689	302,918	534,408	571,565
Cost of sales	(198,225)	(215,366)	(393,108)	(416,943)
Gross profit	73,464	87,552	141,300	154,622
Income from equity method investment	1,960	3,855	4,701	7,717
Selling, general and administrative expenses	(33,917)	(40,129)	(70,220)	(75,498)
Operating income	28,556	37,061	50,322	58,946
Research and development	(11,534)	(11,690)	(21,984)	(22,509)
Interest income	197	127	524	243
Intercompany income (expense)	942	13,004	1,911	14,686
Amortization of intangibles	(1,417)	(2,527)	(3,475)	(5,386)
Income (loss) from continuing operations before taxes	28,927	49,606	51,972	73,263
Interest expense	(768)	(586)	(785)	(612)
Income (loss) from continuing operations		39,679		55,653
Net income (loss)	31,720	39,679	49,959	55,653
Comprehensive income (loss)	3,564	46,684	34,073	85,415
Income tax expense	2,793	(9,927)	(2,013)	(17,610)
Eliminations [Member]
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
Revenues	(60,124)	(47,892)	(117,819)	(95,035)
Cost of sales	60,124	47,892	117,819	95,035
Income (loss) from equity investment in subsidiaries	(31,720)	(39,679)	(49,959)	(55,653)
Income (loss) from continuing operations before taxes	(31,720)	(39,679)	(49,959)	(55,653)
Income (loss) from continuing operations		(39,679)		(55,653)
Net income (loss)	(31,720)	(39,679)	(49,959)	(55,653)
Comprehensive income (loss)	$ (31,720)	$ (39,679)	$ (49,959)	$ (55,653)

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Condensed Consolidated Stockholders' Equity Statement (Unaudited) (Parenthetical) (USD $)	6 Months Ended
	Jul. 01, 2012
Dividends declared per share	$ 0.10
Retained Earnings
Dividends declared per share	$ 0.10

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Long-Lived Assets (Details) (USD $)	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Property, Plant and Equipment [Line Items]
Proceeds from sale of PP&E, including real estate			$ 353,000	$ 1,222,000
Long-Lived Assets (Textual) [Abstract]
Depreciation expense	9,000,000	8,900,000	17,900,000	18,100,000
Amortization of intangibles	(2,570,000)	(3,347,000)	(5,805,000)	(7,026,000)
Americas [Member]
Property, Plant and Equipment [Line Items]
Proceeds from sale of PP&E, including real estate				1,100,000
Gain or loss recognized on the sale				$ 0

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Income per Share (Tables)

6 Months Ended

Jul. 01, 2012

Income per Share [Abstract]

Basis for income per share computation

	Three Months Ended					Six Months Ended
	July 1, 2012		July 3, 2011			July 1, 2012		July 3, 2011
	(In thousands)
Numerator:
Income from continuing operations	$	42,390	$	34,881		$	66,665	$	56,899
Loss from discontinued operations, net of tax		—		(156	)		—		(284	)
Net income	$	42,390	$	34,725		$	66,665	$	56,615
Denominator:
Weighted average shares outstanding, basic		45,526		47,401			45,720		47,304
Effect of dilutive common stock equivalents		779		1,013			903		1,068
Weighted average shares outstanding, diluted		46,305		48,414			46,623		48,372

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Long-Term Debt and Other Borrowing Arrangements (Details) (USD $)	6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Dec. 31, 2011	Apr. 25, 2011
Line of Credit Facility [Line Items]
Fees associated with debt issuance		$ 3,296,000
Debt Instrument [Line Items]
Senior Subordinated Notes maturing 2017 and 2019; guarantees by subsidiaries	Notes are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility
Senior Subordinated Notes maturing 2017 and 2019; description of priority	Notes rank equal in right of payment with any of our future senior subordinated debt
Long-Term Debt and Other Borrowing Arrangements (Textual) [Abstract]
Line of credit, interest rate, LIBOR term				3 months
Outstanding borrowings under the new facility	0		0
Line of credit facility, remaining borrowing capacity	387,200,000
Fair value of debt instrument	579,200,000
Aggregate principal amount outstanding of senior subordinated notes	549,400,000
Senior Subordinated notes due 2017 [Member]
Debt Instrument [Line Items]
Face amount of senior subordinated notes	349,400,000
Interest rate of senior subordinated notes	7.00%
Senior Subordinated Notes maturing 2017 and 2019; guarantees by subsidiaries	The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries
Frequency of interest payments	Semiannually
Aggregate principal amount outstanding of senior subordinated notes	349,400,000
Senior Subordinated Notes maturing 2017 and 2019; description of priority	The notes rank equal in right of payment with our senior subordinated notes due 2019 and with any future senior subordinated debt; they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured facility
Offer acceptance of holders of senior subordinated note	600,000
Debt instrument amount permitted to be repurchased	55,000,000
Senior Subordinated notes due 2019 [Member]
Debt Instrument [Line Items]
Face amount of senior subordinated notes	200,000,000
Interest rate of senior subordinated notes	9.25%
Effective interest rate of senior subordinated notes	9.75%
Senior Subordinated Notes maturing 2017 and 2019; guarantees by subsidiaries	The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries
Frequency of interest payments	Semiannually
Aggregate principal amount outstanding of senior subordinated notes	200,900,000
Senior Subordinated Notes maturing 2017 and 2019; description of priority	The notes rank equal in right of payment with our senior subordinated notes due 2017 and with any future senior subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured facility
$400.0 million senior secured credit facility [Member]
Line of Credit Facility [Line Items]
Credit facility expiration date	Apr. 25, 2016
Maximum amount of old senior secured credit facility				400,000,000
Line of credit facility interest rate description	Under the Senior Secured Facility, we are permitted to borrow and re-pay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate.
Fees associated with debt issuance	3,300,000
$230.0 million senior secured credit facility [Member]
Line of Credit Facility [Line Items]
Maximum amount of old senior secured credit facility				230,000,000
Maturity of borrowing capacity	January 2013

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jul. 01, 2012

Derivative Instruments and Hedging Activities [Abstract]

Summary of forward contracts outstanding

	Notional Amount (in USD)		Notional Amount (in EUR)		Maturity Date		Fair Value Included Within Accrued Liabilities
	(In thousands)
Euro foreign currency forward contracts	$	93,541	€	75,000		July 23, 2012	$	(215	)

	Pre-tax Gain Recognized in AOCI
	Three Months Ended July 1, 2012		Six Months Ended July 1, 2012
	(In thousands)
Euro foreign currency forward contracts	$	2,518	$	2,518

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Summary of Significant Accounting Policies

6 Months Ended

Jul. 01, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2011:

— Are prepared from the books and records without audit, and

— Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

— Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2011 Annual Report on Form 10-K.

Business Description

We design, manufacture, and market a portfolio of cable, connectivity, and networking products in markets including industrial, enterprise, broadcast, and consumer electronics. Our products provide for the transmission of signals for data, sound, and video applications.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April 1, 2012, the 92nd day of our fiscal year 2012. Our fiscal second quarter has 91 days and ended on July 1, 2012. Our fiscal third quarter has 91 days and will end on September 30, 2012.

The six months ended July 1, 2012 and July 3, 2011 included 183 and 184 days, respectively.

Reclassifications

We have made certain reclassifications to the 2011 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2012 presentation.

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

— Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

— Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly;

— Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and for the three and six months ended July 1, 2012 and July 3, 2011, we utilized Level 1 inputs to determine the fair value of cash equivalents. As of and for the three and six months ended July 1, 2012, we utilized Level 2 inputs to determine the fair value of derivatives and hedging instruments (see Note 7). We did not have any derivatives and hedging instruments outstanding as of or for the three and six months ended July 3, 2011. We did not have any transfers between Level 1 and Level 2 fair value measurements during the year.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. These cash equivalents are recorded at fair value of $175.7 million as of July 1, 2012, which is based on quoted market prices in active markets (i.e., Level 1 valuation).

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

As of July 1, 2012, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $6.4 million, $4.7 million, and $1.7 million, respectively.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectibility is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

Derivatives and Hedging Activities

We are exposed to various market risks, including fluctuations in foreign currency exchange rates. From time to time, we manage a portion of this risk through the use of derivative financial instruments to reduce our exposure to foreign currency risk. We do not hold or issue any derivative instrument for trading or speculative purposes.

We report all derivative financial instruments on the balance sheet at fair value. Foreign currency derivative instruments may be designated as a hedge of our net investment in certain foreign operations. If a derivative is designated as a net investment hedge, the effective portion of the gain or loss on the derivative is reported in accumulated other comprehensive income as part of the cumulative translation component of equity. Any ineffectiveness is recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income.

Discontinued Operations

On December 16, 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million. At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. As of July 1, 2012, we have not collected any amounts from the escrow, and we are in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. The $15.2 million remains classified on our Condensed Consolidated Balance Sheets within accounts receivable.

During 2005, we completed the sale of our discontinued communications cable operation in Phoenix, Arizona. In connection with this sale and related tax deductions, we established a reserve for uncertain tax positions. For the three and six months ended July 3, 2011 we recognized $0.3 million and $0.5 million of interest expense, respectively ($0.2 million and $0.3 million net of tax, respectively) related to the uncertain tax positions, which is included in discontinued operations.

Subsequent Events

We have evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. See Note 12.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2012, we adopted new accounting guidance issued by the FASB with regard to the presentation and disclosure of comprehensive income. The adoption of this guidance did not have a material impact on our financial statements.

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Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
Revenues	$ 484,042	$ 536,251	$ 948,333	$ 997,879
Cost of sales	(332,121)	(379,637)	(654,694)	(710,810)
Gross profit	151,921	156,614	293,639	287,069
Selling, general and administrative expenses	(77,931)	(84,380)	(161,157)	(159,316)
Research and development	(15,029)	(14,530)	(29,062)	(28,159)
Amortization of intangibles	(2,570)	(3,347)	(5,805)	(7,026)
Income from equity method investment	1,960	3,855	4,701	7,717
Operating income	58,351	58,212	102,316	100,285
Interest expense	(12,502)	(12,748)	(24,423)	(24,556)
Interest income	211	156	562	315
Income from continuing operations before taxes	46,060	45,620	78,455	76,044
Income tax expense	(3,670)	(10,739)	(11,790)	(19,145)
Income from continuing operations	42,390	34,881	66,665	56,899
Loss from discontinued operations, net of tax		(156)		(284)
Net income	42,390	34,725	66,665	56,615
Weighted average number of common shares and equivalents:
Basic	45,526	47,401	45,720	47,304
Diluted	46,305	48,414	46,623	48,372
Basic income (loss) per share:
Continuing operations	$ 0.93	$ 0.73	$ 1.46	$ 1.20
Discontinued operations				$ (0.01)
Net income	$ 0.93	$ 0.73	$ 1.46	$ 1.19
Diluted income (loss) per share:
Continuing operations	$ 0.92	$ 0.72	$ 1.43	$ 1.18
Discontinued operations				$ (0.01)
Net income	$ 0.92	$ 0.72	$ 1.43	$ 1.17
Comprehensive income	$ 14,152	$ 42,326	$ 49,053	$ 86,973
Dividends declared per share	$ 0.05	$ 0.05	$ 0.10	$ 0.10

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Share Repurchases

6 Months Ended

Jul. 01, 2012

Comprehensive Income/Share Repurchases [Abstract]

Share Repurchases

Note 11: Share Repurchases

In July 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. For the three months ended July 1, 2012, we repurchased 0.8 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $25.0 million and an average price per share of $32.21. For the six months ended July 1, 2012, we repurchased 1.4 million shares of our common stock under the program through prepaid variable share repurchase agreements for an aggregate cost of $50.0 million and an average price per share of $35.28. From the inception of the program to July 1, 2012, we have repurchased 3.1 million shares of our common stock under the program for an aggregate cost of $100.0 million and an average price per share of $32.76.

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Document and Entity Information	6 Months Ended
	Jul. 01, 2012	Aug. 06, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	BELDEN INC.
Entity Central Index Key	0000913142
Document Type	10-Q
Document Period End Date	Jul. 01, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		44,789,871

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Subsequent Events

6 Months Ended

Jul. 01, 2012

Subsequent Events [Abstract]

Subsequent Events

Note 12: Subsequent Events

In July 2012, we acquired 100% of the outstanding shares of Miranda Technologies, Inc. (Miranda) for cash consideration of $374.7 million. Miranda is a leading provider of hardware and software solutions for the broadcast infrastructure industry and will expand our solution offerings in the broadcast end-market. Miranda is headquartered in Montreal, Quebec, Canada.

The initial accounting for the Miranda acquisition, including the measurement of the fair value of the assets acquired and liabilities assumed as well as the conversion of Miranda’s financial statements from International Financial Reporting Standards to accounting principles generally accepted in the United States, is incomplete, and as a result, further details have not been disclosed.

In order to finance the purchase price, on July 23, 2012, we executed an amendment to our Senior Secured Facility and subsequently borrowed CAN$250.0 million under a new term loan (the Term Loan). The Term Loan matures in 2017 and requires quarterly amortization payments. Interest on the Term Loan is variable, based on the three month Canadian money-market rate plus an applicable spread. The remainder of the purchase price was funded with available cash.

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Condensed Consolidated Cash Flow Statements (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Cash flows from operating activities:
Net income	$ 66,665	$ 56,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,659	25,111
Share-based compensation	6,339	5,716
Provision for inventory obsolescence	3,056	1,160
Pension funding less than pension expense	883	1,820
Tax benefit related to share-based compensation	(3,909)	(1,796)
Income from equity method investment	(4,701)	(7,717)
Deferred income tax expense (benefit)	(10,368)	176
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables	(27,553)	(50,623)
Inventories	13,418	(18,616)
Accounts payable	(10,823)	19,282
Accrued liabilities	(23,754)	(14,535)
Accrued taxes	3,566	12,864
Other assets	(1,832)	1,310
Other liabilities	(4,084)	383
Net cash provided by operating activities	30,562	31,150
Cash flows from investing activities:
Capital expenditures	(21,753)	(14,883)
Cash used to acquire businesses, net of cash acquired	(587)	(52,418)
Proceeds from disposal of tangible assets	353	1,222
Net cash used for investing activities	(21,987)	(66,079)
Cash flows from financing activities:
Payments under share repurchase program	(50,000)
Cash dividends paid	(4,712)	(4,718)
Payments under borrowing arrangements	(600)
Debt issuance costs		(3,296)
Proceeds from exercise of stock options	2,198	4,554
Proceeds from settlement of derivatives	2,733
Tax benefit related to share-based compensation	3,909	1,796
Net cash used for financing activities	(46,472)	(1,664)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(7,541)	7,252
Decrease in cash and cash equivalents	(45,438)	(29,341)
Cash and cash equivalents, beginning of period	382,716	358,653
Cash and cash equivalents, end of period	$ 337,278	$ 329,312

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Long-Term Debt and Other Borrowing Arrangements

6 Months Ended

Jul. 01, 2012

Long-Term Debt and Other Borrowing Arrangements [Abstract]

Long-Term Debt and Other Borrowing Arrangements

Note 6: Long-Term Debt and Other Borrowing Arrangements

Senior Secured Facility

On April 25, 2011, we entered into a new senior secured credit facility (Senior Secured Facility). The borrowing capacity under the Senior Secured Facility is $400.0 million, and it matures on April 25, 2016. Under the Senior Secured Facility, we are permitted to borrow and re-pay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate. It is secured by certain of our assets in the United States as well as the capital stock of certain of our subsidiaries. We paid $3.3 million of fees associated with the Senior Secured Facility, which are being amortized over the life of the Senior Secured Facility using the effective interest method.

The Senior Secured Facility contains a leverage ratio covenant and a fixed charge coverage ratio covenant. As of July 1, 2012, we were in compliance with all of the covenants of the Senior Secured Facility.

The Senior Secured Facility replaced our $230.0 million senior secured credit facility that was scheduled to mature in January 2013. There were no outstanding borrowings under the prior facility at the time of its termination.

As of July 1, 2012, there were no outstanding borrowings under the Senior Secured Facility, and we had $387.2 million in available borrowing capacity, as our borrowing capacity is reduced by outstanding credit instruments.

See Note 12 for a discussion of changes in our long-term debt and other borrowing arrangements subsequent to July 1, 2012.

Senior Subordinated Notes

We have outstanding $200.0 million in senior subordinated notes due 2019 with a coupon interest rate of 9.25% and an effective interest rate of 9.75%. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2017 and with any future senior subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on June 15 and December 15. As of July 1, 2012, the carrying value of the notes was $200.9 million.

We also have outstanding $349.4 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and with any future senior subordinated debt; they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on March 15 and September 15. As of July 1, 2012, the carrying value of the notes was $349.4 million.

The indentures governing our senior subordinated notes require that we reinvest the proceeds from qualifying dispositions of assets in the business. To the extent that such proceeds are not reinvested (excess proceeds), we are required to offer to repurchase our notes at par. We made such an offer in December 2011, as a result of excess proceeds from our disposition of Trapeze Networks, Inc. in 2010. Holders of $0.6 million of our senior subordinated notes due 2017 accepted the offer, and such notes were repurchased at par in January 2012.

Under the terms of our Senior Secured Facility, we are permitted to repurchase up to $55.0 million of our senior subordinated notes.

Fair Value of Long-Term Debt

The fair value of our debt instruments at July 1, 2012 was approximately $579.2 million based on quoted prices of the debt instruments in an inactive market (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a face value of $549.4 million.

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Long-Lived Assets

6 Months Ended

Jul. 01, 2012

Long-Lived Assets [Abstract]

Long-Lived Assets

Note 5: Long-Lived Assets

Disposals

During the six months ended July 3, 2011, we sold certain real estate of the Americas segment for $1.1 million. There was no gain or loss recognized on the sale.

Depreciation and Amortization Expense

We recognized depreciation expense of $9.0 million and $17.9 million in the three and six months ended July 1, 2012, respectively. We recognized depreciation expense of $8.9 million and $18.1 million in the three and six months ended July 3, 2011, respectively.

We recognized amortization expense related to our intangible assets of $2.6 million and $5.8 million in the three and six months ended July 1, 2012, respectively. We recognized amortization expense related to our intangible assets of $3.3 million and $7.0 million in the three and six months ended July 3, 2011, respectively.

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Inventories (Tables)

6 Months Ended

Jul. 01, 2012

Inventories [Abstract]

Major classes of inventories

	July 1, 2012			December 31, 2011
	(In thousands)
Raw materials	$	70,645		$	78,743
Work-in-process		44,644			46,683
Finished goods		85,143			92,126
Perishable tooling and supplies		2,859			3,232
Gross inventories		203,291			220,784
Obsolescence and other reserves		(19,337	)		(18,641	)
Net inventories	$	183,954		$	202,143

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Supplemental Guarantor Information

6 Months Ended

Jul. 01, 2012

Supplemental Guarantor Information [Abstract]

Supplemental Guarantor Information

Note 13: Supplemental Guarantor Information

As of July 1, 2012, Belden Inc. (the Issuer) has outstanding $549.4 million aggregate principal amount of senior subordinated notes. The notes rank equal in right of payment with any of our future senior subordinated debt. The notes are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Belden Inc. and certain of its subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The financial position, results of operations, and cash flows of the guarantor subsidiaries are not material and are combined with the Issuer in the following consolidating financial information. All subsidiary guarantors are 100% owned by the Issuer.

The following consolidating financial information presents information about the Issuer and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

Supplemental Condensed Consolidating Balance Sheets

	July 1, 2012
	Issuer			Non- Guarantor Subsidiaries		Eliminations			Total
	(Unaudited) (In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	30,489		$	306,789	$	—		$	337,278
Receivables, net		141,397			181,175		—			322,572
Inventories, net		106,650			77,304		—			183,954
Deferred income taxes		15,737			4,336		—			20,073
Other current assets		9,715			11,298		—			21,013
Total current assets		303,988			580,902		—			884,890
Property, plant and equipment, less accumulated depreciation		134,174			153,628		—			287,802
Goodwill		242,808			100,987		—			343,795
Intangible assets, less accumulated amortization		75,055			68,458		—			143,513
Deferred income taxes		(3,473	)		22,601		—			19,128
Other long-lived assets		12,690			52,503		—			65,193
Investment in subsidiaries		1,356,804			—		(1,356,804	)		—
	$	2,122,046		$	979,079	$	(1,356,804	)	$	1,744,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	80,899		$	133,696	$	—		$	214,595
Accrued liabilities		57,397			67,016		—			124,413
Total current liabilities		138,296			200,712		—			339,008
Long-term debt		550,265			—		—			550,265
Postretirement benefits		33,135			96,286		—			129,421
Other long-term liabilities		23,539			4,288		—			27,827
Intercompany accounts		(40,861	)		40,861		—			—
Total stockholders’ equity		1,417,672			636,932		(1,356,804	)		697,800
	$	2,122,046		$	979,079	$	(1,356,804	)	$	1,744,321

	December 31, 2011
	Issuer			Non- Guarantor Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	92,586		$	290,130	$	—		$	382,716
Receivables, net		117,920			181,150		—			299,070
Inventories, net		125,168			76,975		—			202,143
Deferred income taxes		15,737			3,923		—			19,660
Other current assets		10,121			11,711		—			21,832
Total current assets		361,532			563,889		—			925,421
Property, plant and equipment, less accumulated depreciation		132,909			154,024		—			286,933
Goodwill		242,808			105,224		—			348,032
Intangible assets, less accumulated amortization		77,455			74,228		—			151,683
Deferred income taxes		(1,829	)		14,048		—			12,219
Other long-lived assets		13,666			50,166		—			63,832
Investment in subsidiaries		1,306,843			—		(1,306,843	)		—
	$	2,133,384		$	961,579	$	(1,306,843	)	$	1,788,120
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	94,647		$	132,924	$	—		$	227,571
Accrued liabilities		73,579			80,416		—			153,995
Total current liabilities		168,226			213,340		—			381,566
Long-term debt		550,926			—		—			550,926
Postretirement benefits		42,855			88,382		—			131,237
Other long-term liabilities		23,628			6,214		—			29,842
Intercompany accounts		(33,617	)		33,617		—			—
Total stockholders’ equity		1,381,366			620,026		(1,306,843	)		694,549
	$	2,133,384		$	961,579	$	(1,306,843	)	$	1,788,120

Supplemental Condensed Consolidating Statements of Operations and Comprehensive Income (Unaudited)

	Three Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	272,477		$	271,689		$	(60,124	)	$	484,042
Cost of sales		(194,020	)		(198,225	)		60,124			(332,121	)
Gross profit		78,457			73,464			—			151,921
Selling, general and administrative expenses		(44,014	)		(33,917	)		—			(77,931	)
Research and development		(3,495	)		(11,534	)		—			(15,029	)
Amortization of intangibles		(1,153	)		(1,417	)		—			(2,570	)
Income from equity method investment		—			1,960			—			1,960
Operating income		29,795			28,556			—			58,351
Interest expense		(11,734	)		(768	)		—			(12,502	)
Interest income		14			197			—			211
Intercompany income (expense)		(942	)		942			—			—
Income (loss) from equity investment in subsidiaries		31,720			—			(31,720	)		—
Income (loss) from continuing operations before taxes		48,853			28,927			(31,720	)		46,060
Income tax benefit (expense)		(6,463	)		2,793			—			(3,670	)
Net income (loss)	$	42,390		$	31,720		$	(31,720	)	$	42,390
Comprehensive income (loss)	$	42,308		$	3,564		$	(31,720	)	$	14,152

	Three Months Ended July 3, 2011
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	281,225		$	302,918		$	(47,892	)	$	536,251
Cost of sales		(212,163	)		(215,366	)		47,892			(379,637	)
Gross profit		69,062			87,552			—			156,614
Selling, general and administrative expenses		(44,251	)		(40,129	)		—			(84,380	)
Research and development		(2,840	)		(11,690	)		—			(14,530	)
Amortization of intangibles		(820	)		(2,527	)		—			(3,347	)
Income from equity method investment		—			3,855			—			3,855
Operating income		21,151			37,061			—			58,212
Interest expense		(12,162	)		(586	)		—			(12,748	)
Interest income		29			127			—			156
Intercompany income (expense)		(13,004	)		13,004			—			—
Income (loss) from equity investment in subsidiaries		39,679			—			(39,679	)		—
Income (loss) from continuing operations before taxes		35,693			49,606			(39,679	)		45,620
Income tax expense		(812	)		(9,927	)		—			(10,739	)
Income (loss) from continuing operations		34,881			39,679			(39,679	)		34,881
Loss from discontinued operations, net of tax		(156	)		—			—			(156	)
Net income (loss)	$	34,725		$	39,679		$	(39,679	)	$	34,725
Comprehensive income (loss)	$	35,321		$	46,684		$	(39,679	)	$	42,326

	Six Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
				(In thousands)
Revenues	$	531,744		$	534,408		$	(117,819	)	$	948,333
Cost of sales		(379,405	)		(393,108	)		117,819			(654,694	)
Gross profit		152,339			141,300			—			293,639
Selling, general and administrative expenses		(90,937	)		(70,220	)		—			(161,157	)
Research and development		(7,078	)		(21,984	)		—			(29,062	)
Amortization of intangibles		(2,330	)		(3,475	)		—			(5,805	)
Income from equity method investment		—			4,701			—			4,701
Operating income		51,994			50,322			—			102,316
Interest expense		(23,638	)		(785	)		—			(24,423	)
Interest income		38			524			—			562
Intercompany income (expense)		(1,911	)		1,911			—			—
Income (loss) from equity investment in subsidiaries		49,959			—			(49,959	)		—
Income (loss) from continuing operations before taxes		76,442			51,972			(49,959	)		78,455
Income tax expense		(9,777	)		(2,013	)		—			(11,790	)
Net income (loss)	$	66,665		$	49,959		$	(49,959	)	$	66,665
Comprehensive income (loss)	$	64,939		$	34,073		$	(49,959	)	$	49,053

	Six Months Ended July 3, 2011
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	521,349		$	571,565		$	(95,035	)	$	997,879
Cost of sales		(388,902	)		(416,943	)		95,035			(710,810	)
Gross profit		132,447			154,622			—			287,069
Selling, general and administrative expenses		(83,818	)		(75,498	)		—			(159,316	)
Research and development		(5,650	)		(22,509	)		—			(28,159	)
Amortization of intangibles		(1,640	)		(5,386	)		—			(7,026	)
Income from equity method investment		—			7,717			—			7,717
Operating income		41,339			58,946			—			100,285
Interest expense		(23,944	)		(612	)		—			(24,556	)
Interest income		72			243			—			315
Intercompany income (expense)		(14,686	)		14,686			—			—
Income (loss) from equity investment in subsidiaries		55,653			—			(55,653	)		—
Income (loss) from continuing operations before taxes		58,434			73,263			(55,653	)		76,044
Income tax expense		(1,535	)		(17,610	)		—			(19,145	)
Income (loss) from continuing operations		56,899			55,653			(55,653	)		56,899
Loss from discontinued operations, net of tax		(284	)		—			—			(284	)
Net income (loss)	$	56,615		$	55,653		$	(55,653	)	$	56,615
Comprehensive income (loss)	$	57,211		$	85,415		$	(55,653	)	$	86,973

Supplemental Condensed Consolidating Statements of Cash Flows (Unaudited)

	Six Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Total
	(In thousands)
Net cash provided by (used for) operating activities	$	(5,586	)	$	36,148		$	30,562
Cash flows from investing activities:
Capital expenditures		(9,471	)		(12,282	)		(21,753	)
Cash used to acquire businesses, net of cash acquired		(587	)		—			(587	)
Proceeds from disposal of tangible assets		19			334			353
Net cash used for investing activities		(10,039	)		(11,948	)		(21,987	)
Cash flows from financing activities:
Payments under share repurchase program		(50,000	)		—			(50,000	)
Cash dividends paid		(4,712	)		—			(4,712	)
Payments under borrowing arrangements		(600	)		—			(600	)
Proceeds from exercise of stock options		2,198			—			2,198
Tax benefit related to share-based compensation		3,909			—			3,909
Proceeds from settlement of derivatives		2,733			—			2,733
Net cash used for financing activities		(46,472	)		—			(46,472	)
Effect of currency exchange rate changes on cash and cash equivalents		—			(7,541	)		(7,541	)
Increase (decrease) in cash and cash equivalents		(62,097	)		16,659			(45,438	)
Cash and cash equivalents, beginning of period		92,586			290,130			382,716
Cash and cash equivalents, end of period	$	30,489		$	306,789		$	337,278

	Six Months Ended July 3, 2011
				Non-
				Guarantor
	Issuer			Subsidiaries			Total
				(In thousands)
Net cash provided by (used for) operating activities	$	(14,436	)	$	45,586		$	31,150
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired		(52,418	)		—			(52,418	)
Capital expenditures		(9,615	)		(5,268	)		(14,883	)
Proceeds from disposal of tangible assets		1,201			21			1,222
Net cash used for investing activities		(60,832	)		(5,247	)		(66,079	)
Cash flows from financing activities:
Cash dividends paid		(4,718	)		—			(4,718	)
Debt issuance costs		(3,296	)		—			(3,296	)
Tax benefit related to share-based compensation		1,796			—			1,796
Proceeds from exercises of stock options		4,554			—			4,554
Intercompany capital contributions		4,158			(4,158	)		—
Net cash provided by (used for) financing activities		2,494			(4,158	)		(1,664	)
Effect of currency exchange rate changes on cash and cash equivalents		—			7,252			7,252
Increase (decrease) in cash and cash equivalents		(72,774	)		43,433			(29,341	)
Cash and cash equivalents, beginning of period		173,699			184,954			358,653
Cash and cash equivalents, end of period	$	100,925		$	228,387		$	329,312

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Pension and Other Postretirement Obligations

6 Months Ended

Jul. 01, 2012

Pension and Other Postretirement Obligations [Abstract]

Pension and Other Postretirement Obligations

Note 9: Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for our pension plans:

	Pension Obligations						Other Postretirement Obligations
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
	(In thousands)
Three Months Ended
Service cost	$	1,432		$	1,364		$	30		$	41
Interest cost		3,037			2,867			545			672
Expected return on plan assets		(3,169	)		(2,901	)		—			—
Amortization of prior service credit		(19	)		(36	)		(29	)		(59	)
Net loss recognition		1,490			1,545			223			111
Net periodic benefit cost	$	2,771		$	2,839		$	769		$	765
Six Months Ended
Service cost	$	2,864		$	2,713		$	62		$	81
Interest cost		6,047			5,678			1,133			1,353
Expected return on plan assets		(6,333	)		(5,761	)		—			—
Amortization of prior service credit		(39	)		(72	)		(58	)		(119	)
Net loss recognition		2,982			3,088			485			230
Net periodic benefit cost	$	5,521		$	5,646		$	1,622		$	1,545

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Derivative Instruments and Hedging Activities

6 Months Ended

Jul. 01, 2012

Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

Note 7: Derivative Instruments and Hedging Activities

We are exposed to various market risks, including fluctuations in foreign currency exchange rates. From time to time, we manage a portion of this risk through the use of derivative financial instruments to reduce our exposure to foreign currency risk. We do not hold or issue any derivative instrument for trading or speculative purposes.

We have entered into foreign currency forward contracts that have been formally designated and qualify as net investment hedges of our operations in certain European subsidiaries. The forward contracts are recorded at fair value on our Condensed Consolidated Balance Sheets. To the extent that the hedge relationship is effective, the gains or losses on the forward contracts are reported in Accumulated Other Comprehensive Income (AOCI) as part of the cumulative translation component of equity. We utilize the forward-rate method of assessing hedge ineffectiveness. Any ineffectiveness is recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The forward contracts expose us to credit risk to the extent that the counterparties to our forward contracts are unable to meet the terms of the agreements. We seek to mitigate such risks by limiting the counterparties to major financial institutions and by executing our agreements across multiple counterparties. Additionally, our forward contracts are short-term in duration. No significant concentration of credit risk existed at July 1, 2012.

The following tables summarize our forward contracts outstanding as of July 1, 2012 and the effect on the Condensed Consolidated Financial Statements:

	Notional Amount (in USD)		Notional Amount (in EUR)		Maturity Date		Fair Value Included Within Accrued Liabilities
	(In thousands)
Euro foreign currency forward contracts	$	93,541	€	75,000		July 23, 2012	$	(215	)

	Pre-tax Gain Recognized in AOCI
	Three Months Ended July 1, 2012		Six Months Ended July 1, 2012
	(In thousands)
Euro foreign currency forward contracts	$	2,518	$	2,518

There was no ineffectiveness and no amount reclassified from AOCI into earnings for the three and six months ended July 1, 2012. There were no outstanding derivatives as of December 31, 2011 or as of or for the three and six months ended July 3, 2011.

All cash flows associated with derivatives are classified as financing cash flows in the Condensed Consolidated Cash Flow Statements. We collected $2.7 million in proceeds upon the settlement of foreign currency forward contracts for the six months ended July 1, 2012.

Foreign currency forward contracts are valued using a present value calculation based on forward foreign currency prices adjusted for credit and non-performance risk and are classified within Level 2 of the fair value hierarchy.

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Income Taxes

6 Months Ended

Jul. 01, 2012

Income Taxes [Abstract]

Income Taxes

Note 8: Income Taxes

Income tax expense was $3.7 million and $11.8 million for the three and six months ended July 1, 2012, respectively. The effective rate reflected in the provision for income taxes on income from continuing operations before taxes is 8.0% and 15.0% for the three and six months ended July 1, 2012, respectively.

The most significant factor in the difference between the effective rate and the amount determined by applying the applicable statutory United States tax rate of 35% is the effect of changes in our deferred tax asset valuation allowance. For the three and six months ended July 1, 2012, we recorded reductions of $10.7 million and $10.4 million, respectively, in our valuation allowance associated primarily with net operating losses in certain foreign tax jurisdictions. We evaluated and assessed the expected utilization of net operating losses, future book and taxable income, available tax planning strategies, and our overall deferred tax position to determine the appropriate amount and timing of valuation allowance adjustments. As a result of changes in our business, available tax planning strategies, and future taxable income projections, we determined that the weight of evidence regarding the future realizability of the deferred tax assets had become predominately positive and realization of the deferred tax assets was more likely than not.

As of July 1, 2012 and December 31, 2011, our deferred tax asset valuation allowance was $13.3 million and $24.9 million, respectively.

The tax rate differential associated with our foreign earnings is also a significant factor in the difference between the effective rate and the amount determined by applying the applicable statutory United States tax rate of 35%.

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Comprehensive Income

6 Months Ended

Jul. 01, 2012

Comprehensive Income/Share Repurchases [Abstract]

Comprehensive Income

Note 10: Comprehensive Income

The following table summarizes total comprehensive income:

	Three Months Ended					Six Months Ended
	July 1, 2012			July 3, 2011		July 1, 2012			July 3, 2011
	(In thousands)
Net income	$	42,390		$	34,725	$	66,665		$	56,615
Foreign currency translation gain (loss)		(28,238	)		7,601		(17,612	)		30,358
Total comprehensive income	$	14,152		$	42,326	$	49,053		$	86,973

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Dec. 31, 2011
Major classes of inventories
Raw materials	$ 70,645	$ 78,743
Work-in-process	44,644	46,683
Finished goods	85,143	92,126
Perishable tooling and supplies	2,859	3,232
Gross inventories	203,291	220,784
Obsolescence and other reserves	(19,337)	(18,641)
Net Inventories	$ 183,954	$ 202,143

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Operating Segments (Tables)

6 Months Ended

Jul. 01, 2012

Operating Segments [Abstract]

Operating Segment Information

	Americas		EMEA		Asia Pacific		Total Segments
	(In thousands)
For the three months ended July 1, 2012
External customer revenues	$	308,775	$	93,401	$	81,866	$	484,042
Affiliate revenues		9,936		29,960		1,400		41,296
Operating income		44,698		21,089		9,409		75,196
For the three months ended July 3, 2011
External customer revenues		325,732		115,498		95,021		536,251
Affiliate revenues		11,475		27,482		398		39,355
Operating income		40,001		20,079		9,138		69,218
For the six months ended July 1, 2012
External customer revenues		608,397		187,530		152,406		948,333
Affiliate revenues		20,022		57,448		2,006		79,476
Operating income		80,976		38,504		14,078		133,558
For the six months ended July 3, 2011
External customer revenues		602,730		219,188		175,961		997,879
Affiliate revenues		23,543		50,148		499		74,190
Operating income		71,118		33,848		15,421		120,387

Reconciliation of the total of the reportable segments' net income to consolidated income from continuing operations before taxes

	Three Months Ended						Six Months Ended
	July 1, 2012			July 3, 2011			July 1, 2012			July 3, 2011
				(In thousands)
Segment operating income	$	75,196		$	69,218		$	133,558		$	120,387
Income from equity method investment		1,960			3,855			4,701			7,717
Eliminations		(18,805	)		(14,861	)		(35,943	)		(27,819	)
Total operating income		58,351			58,212			102,316			100,285
Interest expense		(12,502	)		(12,748	)		(24,423	)		(24,556	)
Interest income		211			156			562			315
Income from continuing operations before taxes	$	46,060		$	45,620		$	78,455		$	76,044

Revenue by major product group

	Three Months Ended				Six Months Ended
	July 1, 2012		July 3, 2011		July 1, 2012		July 3, 2011
			(In thousands)
Cable products	$	345,415	$	378,497	$	674,680	$	697,625
Networking products		71,785		81,534		137,095		152,789
Connectivity products		66,842		76,220		136,558		147,465
Total revenues	$	484,042	$	536,251	$	948,333	$	997,879

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Comprehensive Income (Tables)

6 Months Ended

Jul. 01, 2012

Comprehensive Income/Share Repurchases [Abstract]

Total comprehensive income

	Three Months Ended					Six Months Ended
	July 1, 2012			July 3, 2011		July 1, 2012			July 3, 2011
	(In thousands)
Net income	$	42,390		$	34,725	$	66,665		$	56,615
Foreign currency translation gain (loss)		(28,238	)		7,601		(17,612	)		30,358
Total comprehensive income	$	14,152		$	42,326	$	49,053		$	86,973

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Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2012	Jul. 03, 2011	Jul. 01, 2012	Jul. 03, 2011
Total comprehensive income
Net income	$ 42,390	$ 34,725	$ 66,665	$ 56,615
Foreign currency translation gain (loss)	(28,238)	7,601	(17,612)	30,358
Comprehensive income	$ 14,152	$ 42,326	$ 49,053	$ 86,973

XML

Condensed Consolidated Stockholders' Equity Statement (Unaudited) (USD $) In Thousands, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss), Translation Component of Equity	Accumulated Other Comprehensive Income (Loss), Pension and Postretirement Liability
Beginning balance at Dec. 31, 2011	$ 694,549	$ 503	$ 601,484	$ 276,363	$ (161,092)	$ 27,463	$ (50,172)
Beginning balance, shares at Dec. 31, 2011		50,335			4,510
Net income	66,665			66,665
Foreign currency translation	(17,612)					(17,612)
Comprehensive income	49,053
Exercise of stock options, net of tax withholding forfeitures	1,015		(6,785)		7,800
Exercise of stock options, net of tax withholding forfeitures, shares					210
Conversion of restricted stock units into common stock, net of tax withholding forfeitures	(2,456)		(11,103)		8,647
Conversion of restricted stock units into common stock, net of tax withholding forfeitures, shares					172
Share repurchase program	(50,000)				(50,000)
Share repurchase program, shares	(1,400,000)				(1,417)
Share-based compensation	10,248		10,248
Dividends ($0.10 per share)	(4,609)			(4,609)
Ending balance at Jul. 01, 2012	$ 697,800	$ 503	$ 593,844	$ 338,419	$ (194,645)	$ 9,851	$ (50,172)
Ending balance, shares at Jul. 01, 2012		50,335			(5,545)

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Inventories

6 Months Ended

Jul. 01, 2012

Inventories [Abstract]

Inventories

Note 4: Inventories

The major classes of inventories were as follows:

	July 1, 2012			December 31, 2011
	(In thousands)
Raw materials	$	70,645		$	78,743
Work-in-process		44,644			46,683
Finished goods		85,143			92,126
Perishable tooling and supplies		2,859			3,232
Gross inventories		203,291			220,784
Obsolescence and other reserves		(19,337	)		(18,641	)
Net inventories	$	183,954		$	202,143

XML

Supplemental Guarantor Information (Tables)

6 Months Ended

Jul. 01, 2012

Supplemental Guarantor Information [Abstract]

Supplemental Condensed Consolidating Balance Sheets

Supplemental Condensed Consolidating Balance Sheets

	July 1, 2012
	Issuer			Non- Guarantor Subsidiaries		Eliminations			Total
	(Unaudited) (In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	30,489		$	306,789	$	—		$	337,278
Receivables, net		141,397			181,175		—			322,572
Inventories, net		106,650			77,304		—			183,954
Deferred income taxes		15,737			4,336		—			20,073
Other current assets		9,715			11,298		—			21,013
Total current assets		303,988			580,902		—			884,890
Property, plant and equipment, less accumulated depreciation		134,174			153,628		—			287,802
Goodwill		242,808			100,987		—			343,795
Intangible assets, less accumulated amortization		75,055			68,458		—			143,513
Deferred income taxes		(3,473	)		22,601		—			19,128
Other long-lived assets		12,690			52,503		—			65,193
Investment in subsidiaries		1,356,804			—		(1,356,804	)		—
	$	2,122,046		$	979,079	$	(1,356,804	)	$	1,744,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	80,899		$	133,696	$	—		$	214,595
Accrued liabilities		57,397			67,016		—			124,413
Total current liabilities		138,296			200,712		—			339,008
Long-term debt		550,265			—		—			550,265
Postretirement benefits		33,135			96,286		—			129,421
Other long-term liabilities		23,539			4,288		—			27,827
Intercompany accounts		(40,861	)		40,861		—			—
Total stockholders’ equity		1,417,672			636,932		(1,356,804	)		697,800
	$	2,122,046		$	979,079	$	(1,356,804	)	$	1,744,321

	December 31, 2011
	Issuer			Non- Guarantor Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	92,586		$	290,130	$	—		$	382,716
Receivables, net		117,920			181,150		—			299,070
Inventories, net		125,168			76,975		—			202,143
Deferred income taxes		15,737			3,923		—			19,660
Other current assets		10,121			11,711		—			21,832
Total current assets		361,532			563,889		—			925,421
Property, plant and equipment, less accumulated depreciation		132,909			154,024		—			286,933
Goodwill		242,808			105,224		—			348,032
Intangible assets, less accumulated amortization		77,455			74,228		—			151,683
Deferred income taxes		(1,829	)		14,048		—			12,219
Other long-lived assets		13,666			50,166		—			63,832
Investment in subsidiaries		1,306,843			—		(1,306,843	)		—
	$	2,133,384		$	961,579	$	(1,306,843	)	$	1,788,120
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	94,647		$	132,924	$	—		$	227,571
Accrued liabilities		73,579			80,416		—			153,995
Total current liabilities		168,226			213,340		—			381,566
Long-term debt		550,926			—		—			550,926
Postretirement benefits		42,855			88,382		—			131,237
Other long-term liabilities		23,628			6,214		—			29,842
Intercompany accounts		(33,617	)		33,617		—			—
Total stockholders’ equity		1,381,366			620,026		(1,306,843	)		694,549
	$	2,133,384		$	961,579	$	(1,306,843	)	$	1,788,120

Supplemental Condensed Consolidating Statements of Operations and Comprehensive Income

Supplemental Condensed Consolidating Statements of Operations and Comprehensive Income (Unaudited)

	Three Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	272,477		$	271,689		$	(60,124	)	$	484,042
Cost of sales		(194,020	)		(198,225	)		60,124			(332,121	)
Gross profit		78,457			73,464			—			151,921
Selling, general and administrative expenses		(44,014	)		(33,917	)		—			(77,931	)
Research and development		(3,495	)		(11,534	)		—			(15,029	)
Amortization of intangibles		(1,153	)		(1,417	)		—			(2,570	)
Income from equity method investment		—			1,960			—			1,960
Operating income		29,795			28,556			—			58,351
Interest expense		(11,734	)		(768	)		—			(12,502	)
Interest income		14			197			—			211
Intercompany income (expense)		(942	)		942			—			—
Income (loss) from equity investment in subsidiaries		31,720			—			(31,720	)		—
Income (loss) from continuing operations before taxes		48,853			28,927			(31,720	)		46,060
Income tax benefit (expense)		(6,463	)		2,793			—			(3,670	)
Net income (loss)	$	42,390		$	31,720		$	(31,720	)	$	42,390
Comprehensive income (loss)	$	42,308		$	3,564		$	(31,720	)	$	14,152

	Three Months Ended July 3, 2011
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	281,225		$	302,918		$	(47,892	)	$	536,251
Cost of sales		(212,163	)		(215,366	)		47,892			(379,637	)
Gross profit		69,062			87,552			—			156,614
Selling, general and administrative expenses		(44,251	)		(40,129	)		—			(84,380	)
Research and development		(2,840	)		(11,690	)		—			(14,530	)
Amortization of intangibles		(820	)		(2,527	)		—			(3,347	)
Income from equity method investment		—			3,855			—			3,855
Operating income		21,151			37,061			—			58,212
Interest expense		(12,162	)		(586	)		—			(12,748	)
Interest income		29			127			—			156
Intercompany income (expense)		(13,004	)		13,004			—			—
Income (loss) from equity investment in subsidiaries		39,679			—			(39,679	)		—
Income (loss) from continuing operations before taxes		35,693			49,606			(39,679	)		45,620
Income tax expense		(812	)		(9,927	)		—			(10,739	)
Income (loss) from continuing operations		34,881			39,679			(39,679	)		34,881
Loss from discontinued operations, net of tax		(156	)		—			—			(156	)
Net income (loss)	$	34,725		$	39,679		$	(39,679	)	$	34,725
Comprehensive income (loss)	$	35,321		$	46,684		$	(39,679	)	$	42,326

	Six Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
				(In thousands)
Revenues	$	531,744		$	534,408		$	(117,819	)	$	948,333
Cost of sales		(379,405	)		(393,108	)		117,819			(654,694	)
Gross profit		152,339			141,300			—			293,639
Selling, general and administrative expenses		(90,937	)		(70,220	)		—			(161,157	)
Research and development		(7,078	)		(21,984	)		—			(29,062	)
Amortization of intangibles		(2,330	)		(3,475	)		—			(5,805	)
Income from equity method investment		—			4,701			—			4,701
Operating income		51,994			50,322			—			102,316
Interest expense		(23,638	)		(785	)		—			(24,423	)
Interest income		38			524			—			562
Intercompany income (expense)		(1,911	)		1,911			—			—
Income (loss) from equity investment in subsidiaries		49,959			—			(49,959	)		—
Income (loss) from continuing operations before taxes		76,442			51,972			(49,959	)		78,455
Income tax expense		(9,777	)		(2,013	)		—			(11,790	)
Net income (loss)	$	66,665		$	49,959		$	(49,959	)	$	66,665
Comprehensive income (loss)	$	64,939		$	34,073		$	(49,959	)	$	49,053

	Six Months Ended July 3, 2011
	Issuer			Non- Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	521,349		$	571,565		$	(95,035	)	$	997,879
Cost of sales		(388,902	)		(416,943	)		95,035			(710,810	)
Gross profit		132,447			154,622			—			287,069
Selling, general and administrative expenses		(83,818	)		(75,498	)		—			(159,316	)
Research and development		(5,650	)		(22,509	)		—			(28,159	)
Amortization of intangibles		(1,640	)		(5,386	)		—			(7,026	)
Income from equity method investment		—			7,717			—			7,717
Operating income		41,339			58,946			—			100,285
Interest expense		(23,944	)		(612	)		—			(24,556	)
Interest income		72			243			—			315
Intercompany income (expense)		(14,686	)		14,686			—			—
Income (loss) from equity investment in subsidiaries		55,653			—			(55,653	)		—
Income (loss) from continuing operations before taxes		58,434			73,263			(55,653	)		76,044
Income tax expense		(1,535	)		(17,610	)		—			(19,145	)
Income (loss) from continuing operations		56,899			55,653			(55,653	)		56,899
Loss from discontinued operations, net of tax		(284	)		—			—			(284	)
Net income (loss)	$	56,615		$	55,653		$	(55,653	)	$	56,615
Comprehensive income (loss)	$	57,211		$	85,415		$	(55,653	)	$	86,973

Supplemental Condensed Consolidating Statements of Cash Flows

Supplemental Condensed Consolidating Statements of Cash Flows (Unaudited)

	Six Months Ended July 1, 2012
	Issuer			Non- Guarantor Subsidiaries			Total
	(In thousands)
Net cash provided by (used for) operating activities	$	(5,586	)	$	36,148		$	30,562
Cash flows from investing activities:
Capital expenditures		(9,471	)		(12,282	)		(21,753	)
Cash used to acquire businesses, net of cash acquired		(587	)		—			(587	)
Proceeds from disposal of tangible assets		19			334			353
Net cash used for investing activities		(10,039	)		(11,948	)		(21,987	)
Cash flows from financing activities:
Payments under share repurchase program		(50,000	)		—			(50,000	)
Cash dividends paid		(4,712	)		—			(4,712	)
Payments under borrowing arrangements		(600	)		—			(600	)
Proceeds from exercise of stock options		2,198			—			2,198
Tax benefit related to share-based compensation		3,909			—			3,909
Proceeds from settlement of derivatives		2,733			—			2,733
Net cash used for financing activities		(46,472	)		—			(46,472	)
Effect of currency exchange rate changes on cash and cash equivalents		—			(7,541	)		(7,541	)
Increase (decrease) in cash and cash equivalents		(62,097	)		16,659			(45,438	)
Cash and cash equivalents, beginning of period		92,586			290,130			382,716
Cash and cash equivalents, end of period	$	30,489		$	306,789		$	337,278

	Six Months Ended July 3, 2011
				Non-
				Guarantor
	Issuer			Subsidiaries			Total
				(In thousands)
Net cash provided by (used for) operating activities	$	(14,436	)	$	45,586		$	31,150
Cash flows from investing activities:
Cash used to acquire businesses, net of cash acquired		(52,418	)		—			(52,418	)
Capital expenditures		(9,615	)		(5,268	)		(14,883	)
Proceeds from disposal of tangible assets		1,201			21			1,222
Net cash used for investing activities		(60,832	)		(5,247	)		(66,079	)
Cash flows from financing activities:
Cash dividends paid		(4,718	)		—			(4,718	)
Debt issuance costs		(3,296	)		—			(3,296	)
Tax benefit related to share-based compensation		1,796			—			1,796
Proceeds from exercises of stock options		4,554			—			4,554
Intercompany capital contributions		4,158			(4,158	)		—
Net cash provided by (used for) financing activities		2,494			(4,158	)		(1,664	)
Effect of currency exchange rate changes on cash and cash equivalents		—			7,252			7,252
Increase (decrease) in cash and cash equivalents		(72,774	)		43,433			(29,341	)
Cash and cash equivalents, beginning of period		173,699			184,954			358,653
Cash and cash equivalents, end of period	$	100,925		$	228,387		$	329,312

XML

Derivative Instruments and Hedging (Details Textual) (USD $)	3 Months Ended	6 Months Ended
	Jul. 01, 2012	Jul. 01, 2012	Jul. 03, 2011	Dec. 31, 2011
Derivative Instruments and Hedging Activities (Textual) [Abstract]
Significant concentration of credit risk		$ 0
Amounts reclassified from AOCI into earnings	0		0
Outstanding derivatives			0	0
Proceeds upon the settlement of foreign currency forward contracts		$ 2,733,000

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 01, 2012

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2011:

— Are prepared from the books and records without audit, and

— Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

— Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2011 Annual Report on Form 10-K.

Reporting Periods

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April 1, 2012, the 92nd day of our fiscal year 2012. Our fiscal second quarter has 91 days and ended on July 1, 2012. Our fiscal third quarter has 91 days and will end on September 30, 2012.

The six months ended July 1, 2012 and July 3, 2011 included 183 and 184 days, respectively.

Fair Value Measurement

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

— Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

— Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly;

— Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and for the three and six months ended July 1, 2012 and July 3, 2011, we utilized Level 1 inputs to determine the fair value of cash equivalents. As of and for the three and six months ended July 1, 2012, we utilized Level 2 inputs to determine the fair value of derivatives and hedging instruments (see Note 7). We did not have any derivatives and hedging instruments outstanding as of or for the three and six months ended July 3, 2011. We did not have any transfers between Level 1 and Level 2 fair value measurements during the year.

Cash and Cash Equivalents

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. These cash equivalents are recorded at fair value of $175.7 million as of July 1, 2012, which is based on quoted market prices in active markets (i.e., Level 1 valuation).

Contingent Liabilities

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

As of July 1, 2012, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $6.4 million, $4.7 million, and $1.7 million, respectively.

Revenue Recognition

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectibility is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

Derivatives and Hedging Activities

Derivatives and Hedging Activities

We are exposed to various market risks, including fluctuations in foreign currency exchange rates. From time to time, we manage a portion of this risk through the use of derivative financial instruments to reduce our exposure to foreign currency risk. We do not hold or issue any derivative instrument for trading or speculative purposes.

We report all derivative financial instruments on the balance sheet at fair value. Foreign currency derivative instruments may be designated as a hedge of our net investment in certain foreign operations. If a derivative is designated as a net investment hedge, the effective portion of the gain or loss on the derivative is reported in accumulated other comprehensive income as part of the cumulative translation component of equity. Any ineffectiveness is recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income.

Current-Year Adoption of Accounting Pronouncements

Current-Year Adoption of Accounting Pronouncements

On January 1, 2012, we adopted new accounting guidance issued by the FASB with regard to the presentation and disclosure of comprehensive income. The adoption of this guidance did not have a material impact on our financial statements.