8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 24, 2008

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition

Item 9.01 Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

     Exhibit 99.1 News Release dated April 24, 2008

2

Item 2.02. Results of Operations and Financial Condition.

On April 24, 2008, Belden Inc. issued a press release announcing its financial results for the quarter ending March 30, 2008. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this current report.

The information in this Item 2.02 and in the press release (attached as Exhibit 99.1 to this current report) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that Section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Belden Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

99.1 Company news release dated April 24, 2008, titled “Belden Announces 37 Percent Increase in Adjusted Diluted EPS.”

SIGNATURES

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

	BELDEN INC.
Date: April 24, 2008	By:	/s/ Kevin L. Bloomfield
		Kevin L. Bloomfield

3

EX-99.1

Exhibit 99.1

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

www.Belden.com

News Release

From:	Belden
	Dee Johnson
	314.854.8054

For Immediate Release — April 24, 2008

BELDEN ANNOUNCES 37 PERCENT INCREASE IN ADJUSTED DILUTED EPS

First Quarter 2008 Highlights

• Consolidated revenue increased 52.0 percent to $511.8 million from $336.7 million.

• First quarter adjusted diluted EPS increased 36.7 percent to $0.67 per share from $0.49 in the prior-year period.

• Belden’s European segment achieved double-digit adjusted operating margin.

• The full-year 2008 outlook for adjusted diluted EPS is $3.45 to $3.65.

St. Louis, Missouri — Thursday, April 24, 2008 — Belden (NYSE:BDC), a leader in the design, manufacture, and marketing of signal transmission solutions for industrial automation, data networking, and a wide range of specialty electronics markets, today announced results of the first quarter ended March 30, 2008.

First Quarter 2008 Results

In the first quarter, revenue was $511.8 million and operating income was $26.6 million. Net income was $13.2 million, or $0.27 per diluted share. The quarter’s revenue included $167.0 million from businesses acquired during 2007 and $15.3 million of favorable currency translation.

During the quarter, Belden recorded non-cash asset impairment charges of $11.5 million pre-tax, primarily associated with the plan to close a plant in Manchester, Connecticut; a loss on the sale of real estate of $1.0 million pre-tax; severance charges of $6.5 million pre-tax associated with the previously announced Voluntary Separation Program; and severance and other restructuring costs of $5.6 million pre-tax primarily in connection with the reorganization of its European operations. Additionally, Belden recorded a one-time income tax charge of $2.0 million resulting from the enactment of tax rate changes affecting the Company’s recently acquired foreign operations. In the first quarter of 2007, the Company incurred pre-tax charges of $3.3 million for severance, asset impairment charges, and adjusted depreciation associated with restructuring actions in North America and Europe.

Adjusted for these items, operating income in the first quarter increased 26.6 percent year over year to $51.3 million. As a percent of revenue, adjusted operating income was 10.0 percent in the first quarter of 2008, compared with 12.0 percent in the first quarter of 2007. Adjusted diluted

income per share from continuing operations was $0.67 in the first quarter of 2008, a 36.7 percent increase from $0.49 in the first quarter of 2007. See the attached schedule, Adjusted Operating Results, for a reconciliation of GAAP results to adjusted results.

“Geographic diversity, driven by our successful 2007 acquisitions, is working in our favor. Strong revenue and margin performance by our European and Asian businesses offset weakness in North America,” said John Stroup, President and Chief Executive Officer. “Additionally, the operating margin of our European segment, as well as the legacy cable operations in the segment, exceeded our near-term goal of 10 percent. To address the weakness in our North American volume, we enacted countermeasures throughout the quarter, including reducing our work force in several locations, moving ahead with the decision to close the Connecticut plant, and delaying rehiring for most of the positions vacated through the Voluntary Separation Program.”

In a sale-and-leaseback arrangement, Belden received $23.4 million net cash proceeds during the first quarter from the sale of the recently built plant in Nogales, Mexico.

Outlook

“We continue to expect our total revenue to be between $2.2 and $2.3 billion for the year with a higher percentage coming from outside the United States,” said Mr. Stroup. “As a result, we expect our adjusted operating income to be between 12 and 13 percent of revenue and adjusted earnings per diluted share to be between $3.45 and $3.65.”

Forward Looking Statements

Statements in this release other than historical facts are “forward-looking statements” made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on forecasts and projections about the industries served by the Company and about general economic conditions. They reflect management’s beliefs and expectations. They are not guarantees of future performance and they involve risk and uncertainty. The Company’s actual results may differ materially from these expectations. Some of the factors that may cause actual results to differ from the Company’s expectations include demand for the Company’s products; the cost and availability of materials including copper, plastic compounds derived from fossil fuels, and other materials; energy costs; the Company’s ability to integrate successfully the acquired businesses; and other factors, For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 29, 2008. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

About Belden

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

Contact:
	Belden
	Dee Johnson, Director of Investor Relations
	and Corporate Communications
	314-854-8054

The following schedules are provided:

• Comparative condensed consolidated statements of operations for the three-month periods ended March 30, 2008, and March 25, 2007.

Page 2

• Segment results for the same periods.

• Condensed consolidated balance sheets as of March 30, 2008, and December 31, 2007.

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

Page 3

BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
	March 30, 2008			March 25, 2007
	(In thousands, except per share amounts)
Revenues	$	511,826		$	336,703
Cost of sales		(366,009	)		(246,014	)
Gross profit		145,817			90,689
Selling, general and administrative expenses		(97,715	)		(51,903	)
Research and development		(9,071	)		(146	)
Loss on sale of assets		(884	)		—
Asset impairment		(11,549	)		(1,392	)
Operating income		26,598			37,248
Interest expense		(7,819	)		(2,526	)
Interest income		957			2,743
Other income (expense)		1,168			(2,016	)
Income before taxes		20,904			35,449
Income tax expense		(7,684	)		(13,435	)
Net income	$	13,220		$	22,014
Weighted average number of common shares and equivalents:
Basic		44,139			44,465
Diluted		48,377			51,689
Basic income per share	$	0.30		$	0.50
Diluted income per share	$	0.27		$	0.44
Dividends declared	$	0.05		$	0.05

BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

	External								Operating
	Customer		Affiliate			Total			Income
	Revenues		Revenues			Revenues			(Loss)
	(In thousands)
Three Months Ended March 30, 2008
Belden Americas	$	186,278	$	19,828		$	206,106		$	31,281
Specialty Products		53,432		18,345			71,777			(7,082	)
Europe		184,563		6,056			190,619			16,909
Asia Pacific		87,553		—			87,553			8,897
Total Segments		511,826		44,229			556,055			50,005
Finance and Administration		—		—			—			(13,896	)
Eliminations		—		(44,229	)		(44,229	)		(9,511	)
Total Continuing Operations	$	511,826	$	—		$	511,826		$	26,598
Three Months Ended March 25, 2007
Belden Americas	$	186,298	$	11,278		$	197,576		$	34,308
Specialty Products		56,653		12,423			69,076			10,315
Europe		81,948		2,708			84,656			3,802
Asia Pacific		11,804		—			11,804			1,527
Total Segments		336,703		26,409			363,112			49,952
Finance and Administration		—		—			—			(7,940	)
Eliminations		—		(26,409	)		(26,409	)		(4,764	)
Total Continuing Operations	$	336,703	$	—		$	336,703		$	37,248

BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 30, 2008			December 31, 2007
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	196,842		$	159,964
Receivables		370,882			373,108
Inventories, net		262,687			257,540
Deferred income taxes		28,931			28,578
Other current assets		17,313			17,392
Total current assets		876,655			836,582
Property, plant and equipment, less accumulated depreciation		328,516			369,803
Goodwill		704,399			648,882
Intangible assets, less accumulated amortization		157,484			154,786
Other long-lived assets		65,414			58,796
	$	2,132,468		$	2,068,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	375,693		$	350,047
Current maturities of long-term debt		110,000			110,000
Total current liabilities		485,693			460,047
Long-term debt		350,000			350,000
Postretirement benefits		103,387			98,084
Deferred income taxes		64,075			78,140
Other long-term liabilities		13,558			9,915
Stockholders’ equity:
Common stock		503			503
Additional paid-in capital		642,524			638,690
Retained earnings		489,790			478,776
Accumulated other comprehensive income		153,975			93,198
Treasury stock		(171,037	)		(138,504	)
Total stockholders’ equity		1,115,755			1,072,663
	$	2,132,468		$	2,068,849

BELDEN INC.
ADJUSTED OPERATING RESULTS
(Unaudited)

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

	As
	Reported			Adjustments		Adjusted
	(In thousands, except percentages and per share amounts)
Three Months Ended March 30, 2008
Revenues	$	511,826		$	—	$	511,826
Gross profit	$	145,817		$	3,956	$	149,773
as a percent of revenues		28.5	%				29.3	%
Operating income	$	26,598		$	24,688	$	51,286
as a percent of revenues		5.2	%				10.0	%
Net income	$	13,220		$	18,963	$	32,183
as a percent of revenues		2.6	%				6.3	%
Net income per diluted share	$	0.27		$	0.40	$	0.67
Three Months Ended March 25, 2007
Revenues	$	336,703		$	—	$	336,703
Gross profit	$	90,689		$	1,543	$	92,232
as a percent of revenues		26.9	%				27.4	%
Operating income	$	37,248		$	3,273	$	40,521
as a percent of revenues		11.1	%				12.0	%
Net income	$	22,014		$	2,515	$	24,529
as a percent of revenues		6.5	%				7.3	%
Net income per diluted share	$	0.44		$	0.05	$	0.49

Adjustments for the three months ended March 30, 2008 included pre-tax charges for asset impairment, severance associated with the Voluntary Separation Program, and severance and other restructuring costs of $11.5 million, $6.5 million, and $5.6 million, respectively, a $1.0 million pre-tax loss on the disposal of certain tangible assets, and a $2.0 million one-time tax charge.

Adjustments for the three months ended March 25, 2007 included pre-tax charges for asset impairment, severance, and adjusted depreciation of $1.4 million, $0.8 million, and $0.8 million, respectively, and a $0.2 million pre-tax loss on the disposal of certain tangible assets.