FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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

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 o.

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 o No o.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o 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 o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

As of August 3, 2009, the Registrant had 46,607,306 outstanding shares of common stock.

 

 

BELDEN INC.
CONSOLIDATED BALANCE SHEETS

		June 28,				December 31,
		2009				2008
		(Unaudited)
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	274,640			$	227,413
Receivables, net			245,672				292,236
Inventories, net			155,635				216,022
Deferred income taxes			20,647				22,606
Other current assets			51,258				34,826
Total current assets			747,852				793,103
Property, plant and equipment, less accumulated depreciation			298,548				324,569
Goodwill			314,194				321,478
Intangible assets, less accumulated amortization			142,183				156,025
Deferred income taxes			2,625				—
Other long-lived assets			52,640				53,388
		$	1,558,042			$	1,648,563
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	142,367			$	160,744
Accrued liabilities			147,974				180,801
Total current liabilities			290,341				341,545
Long-term debt			590,000				590,000
Postretirement benefits			120,370				120,256
Deferred income taxes			—				4,270
Other long-term liabilities			19,842				21,624
Stockholders’ equity:
Preferred stock			—				—
Common stock			503				503
Additional paid-in capital			585,650				585,704
Retained earnings			64,904				106,949
Accumulated other comprehensive income			16,107				10,227
Treasury stock			(129,675	)			(132,515	)
Total stockholders’ equity			537,489				570,868
		$	1,558,042			$	1,648,563

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

BELDEN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended								Six Months Ended
		June 28, 2009				June 29, 2008				June 28, 2009				June 29, 2008
		(In thousands, except per share data)
Revenues		$	343,821			$	556,303			$	672,333			$	1,068,129
Cost of sales			(235,303	)			(389,830	)			(479,622	)			(755,839	)
Gross profit			108,518				166,473				192,711				312,290
Selling, general and administrative expenses			(67,579	)			(86,913	)			(144,276	)			(182,076	)
Research and development			(14,122	)			(11,093	)			(30,677	)			(20,164	)
Amortization of intangibles			(3,911	)			(2,609	)			(7,776	)			(5,161	)
Asset impairment			(1,453	)			—				(26,176	)			(11,549	)
Loss on sale of assets			(17,184	)			—				(17,184	)			(884	)
Operating income (loss)			4,269				65,858				(33,378	)			92,456
Interest expense			(8,895	)			(11,066	)			(16,218	)			(19,409	)
Interest income			238				1,875				602				2,832
Other income			695				1,986				444				3,154
Income (loss) before taxes			(3,693	)			58,653				(48,550	)			79,033
Income tax benefit (expense)			(1,193	)			(16,848	)			11,210				(24,343	)
Net income (loss)		$	(4,886	)		$	41,805			$	(37,340	)		$	54,690
Weighted average number of common shares and equivalents:
Basic			46,587				43,506				46,557				43,821
Diluted			46,587				47,478				46,557				47,926
Basic income (loss) per share		$	(0.10	)		$	0.96			$	(0.80	)		$	1.25
Diluted income (loss) per share		$	(0.10	)		$	0.88			$	(0.80	)		$	1.14
Dividends declared per share		$	0.05			$	0.05			$	0.10			$	0.10

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

BELDEN INC.
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)

		Six Months Ended
		June 28, 2009				June 29, 2008
		(In thousands)
Cash flows from operating activities:
Net income (loss)		$	(37,340	)		$	54,690
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			26,842				27,503
Asset impairment			26,176				11,549
Loss on sale of assets			17,184				884
Share-based compensation			4,719				7,292
Provision for inventory obsolescence			4,273				4,132
Tax deficiency (benefit) related to share-based compensation			1,469				(1,141	)
Pension funding in excess of pension expense			(6,452	)			(3,339	)
Amortization of discount on convertible subordinated notes			—				1,069
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables			42,655				(21,827	)
Inventories			42,161				(3,746	)
Accounts payable			(15,669	)			32,910
Accrued liabilities			(25,931	)			(32,397	)
Deferred revenue			782				—
Accrued taxes			(16,558	)			2,931
Other assets			1,484				(8,060	)
Other liabilities			3,539				2,125
Net cash provided by operating activities			69,334				74,575
Cash flows from investing activities:
Capital expenditures			(18,342	)			(18,185	)
Cash used to invest in and acquire businesses			—				(7,891	)
Proceeds from disposal of tangible assets			367				40,249
Net cash provided by (used for) investing activities			(17,975	)			14,173
Cash flows from financing activities:
Cash dividends paid			(4,707	)			(4,458	)
Debt issuance costs			(1,541	)			—
Tax benefit (deficiency) related to share-based compensation			(1,469	)			1,141
Proceeds from exercise of stock options			23				5,171
Payments under share repurchase program			—				(68,336	)
Net cash used for financing activities			(7,694	)			(66,482	)
Effect of foreign currency exchange rate changes on cash and cash equivalents			3,562				7,436
Increase in cash and cash equivalents			47,227				29,702
Cash and cash equivalents, beginning of period			227,413				159,964
Cash and cash equivalents, end of period		$	274,640			$	189,666

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

																										Accumulated Other
																										Comprehensive Income (Loss)
										Additional																Translation				Pension and
		Common Stock								Paid-In				Retained				Treasury Stock								Component				Postretirement
		Shares				Amount				Capital				Earnings				Shares				Amount				of Equity				Liability				Total
		(In thousands)
Balance at December 31, 2008			50,335			$	503			$	585,704			$	106,949				(3,844	)		$	(132,515	)		$	45,675			$	(35,448	)		$	570,868
Net loss															(37,340	)																			(37,340	)
Foreign currency translation																											5,880								5,880
Comprehensive loss																																			(31,460	)
Release of restricted stock, net of tax withholding forfeitures											(3,316	)							115				2,814												(502	)
Exercise of stock options											(3	)							1				26												23
Share-based compensation											3,250																								3,250
Dividends ($0.10 per share)											15				(4,705	)																			(4,690	)
Balance at June 28, 2009			50,335			$	503			$	585,650			$	64,904				(3,728	)		$	(129,675	)		$	51,555			$	(35,448	)		$	537,489

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

BELDEN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying 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 Consolidated Financial Statements presented as of any date other than December 31, 2008:

•

Are prepared from the books and records without audit, and

•

Are prepared in accordance with the instructions to 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 Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2008 Annual Report on Form 10-K.

Business Description

We design, manufacture, and market signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first, second and third quarter each end typically on the last Sunday falling on or before their respective calendar quarter-end. The six months ended June 28, 2009 and June 29, 2008 include 179 and 181 calendar days, respectively.

Reclassifications

We have made certain reclassifications to the 2008 Consolidated Financial Statements with no impact to reported net income in order to conform to the 2009 presentation.

Fair Value Measurement

On January 1, 2008, we adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurement, related to financial assets and financial liabilities. In accordance with Financial Accounting Standards Board (FASB) Staff Position 157-2, Effective Date of FASB Statement No. 157, we adopted the provisions of SFAS No. 157 related to nonfinancial assets and nonfinancial liabilities on January 1, 2009.

SFAS No. 157 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 during the six months ended June 28, 2009, we utilized Level 1 inputs to determine the fair value of short-term investments included in cash equivalents, and we utilized Level 2 inputs to determine the fair value of certain long-lived assets (see Note 5).

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 short-term investment activities is to preserve our capital for the purpose of funding operations. We do not enter into short-term investments for trading or speculative purposes. The fair value of these short-term investments as of June 28, 2009 was $91.5 million and is based on quoted market prices in active markets.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. We accrue environmental remediation costs, on an undiscounted basis, 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.

At June 28, 2009, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $9.3 million, $7.1 million, and $2.6 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 charge revisions to these estimates to accounts receivable and revenue in the period in which the facts that give rise to each revision become known.

Our Wireless segment accounts for revenue in accordance with Statement of Position No. 97-2, Software Revenue Recognition (SOP 97-2). Sales from our Wireless segment often involve multiple elements, principally hardware, software, hardware and software maintenance and other support services. When a sale involves multiple elements, we allocate the proceeds from the arrangement to each respective element based on its Vendor Specific Objective Evidence (VSOE) of fair value and recognize revenue when each element’s revenue recognition criteria are met. VSOE of fair value for each element is established based on the price charged when the same element is sold separately. If VSOE of fair value cannot be established for the undelivered element of an agreement, the proceeds from the arrangement are deferred and recognized ratably over the period that the service or element is delivered. Through June 28, 2009, our Wireless segment did not establish VSOE of fair value of post-contract customer support. As a result, the proceeds and related cost of sales from revenue transactions involving multiple-element arrangements are deferred and recognized ratably over the post-contract customer support period, ranging from one to three years. As of June 28, 2009, total deferred revenue and deferred cost of sales were $20.9 million and $7.2 million, respectively. Of the total deferred revenue, $17.7 million is included in accrued liabilities, and $3.2 million is included in other long-term liabilities. Of the total deferred cost of sales, $6.1 million is included in other current assets and $1.1 million is included in other long-lived assets.

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 11).

Current-Year Adoption of Accounting Pronouncements

On January 1, 2009, we adopted SFAS No. 141(R), Business Combinations, which replaces SFAS No. 141 and retains the fundamental requirements in SFAS No. 141, including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination. This standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. SFAS No. 141(R) requires an acquirer in a business combination to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. SFAS No. 141(R) will affect our accounting treatment for any future business combinations.

On January 1, 2009, we adopted FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). This FSP changes the accounting for our $110.0 million aggregate principal convertible subordinated debentures that were converted into cash and shares of common stock in 2008 (see Note 7). The FSP requires that we allocate the proceeds from the debt issuance between debt and equity components in a manner that reflects our nonconvertible debt borrowing rate. The equity component reflects the value of the conversion feature of the debentures. The FSP requires retrospective application to all periods presented and does not grandfather existing debt instruments. As such, we have adjusted our prior year financial statements. The cumulative impact of the adjustments as of January 1, 2009 was a $1.7 million decrease to retained earnings with a corresponding increase to additional paid in capital. The following table summarizes the impact of the adjustments on the three and six months ended June 29, 2008.

		Three Months Ended June 29, 2008								Six Months Ended June 29, 2008
		As Previously								As Previously
		Reported				As Adjusted				Reported				As Adjusted
		(In thousands, except per share amounts)
Interest expense		$	(10,528	)		$	(11,066	)		$	(18,347	)		$	(19,409	)
Income before taxes			59,191				58,653				80,095				79,033
Income tax expense			(17,041	)			(16,848	)			(24,725	)			(24,343	)
Net income		$	42,150			$	41,805			$	55,370			$	54,690
Basic income per share		$	0.97			$	0.96			$	1.26			$	1.25
Diluted income per share		$	0.89			$	0.88			$	1.16			$	1.14

Note 2: Operating Segments

In 2009, we made organizational changes to consolidate our North American operations, primarily consisting of consolidating our former Specialty Products and Belden Americas segments. This reorganization resulted in a change in our reported operating segments. We have organized the enterprise around geographic areas except for our wireless business. We now conduct our operations through four reported operating segments—Americas; Wireless; Europe, Middle East and Africa (EMEA); and Asia Pacific. We have reclassified prior year segment disclosures to conform to the new segment presentation.

														Asia				Total
		Americas				Wireless				EMEA				Pacific				Segments
		(In thousands)
Three Months Ended June 28, 2009
Total assets		$	526,580			$	123,408			$	495,276			$	229,645			$	1,374,909
External customer revenues			186,734				13,234				86,237				57,616				343,821
Affiliate revenues			10,888				—				13,109				—				23,997
Operating income (loss)			33,521				(7,978	)			(13,380	)			8,262				20,425
Three Months Ended June 29, 2008
Total assets		$	583,639			$	—			$	944,793			$	390,484			$	1,918,916
External customer revenues			278,578				—				171,688				106,037				556,303
Affiliate revenues			17,017				—				23,767				111				40,895
Operating income			48,819				—				24,398				15,775				88,992
Six Months Ended June 28, 2009
Total assets		$	526,580			$	123,408			$	495,276			$	229,645			$	1,374,909
External customer revenues			368,944				25,237				174,298				103,854				672,333
Affiliate revenues			18,879				—				25,582				—				44,461
Operating income (loss)			58,179				(16,300	)			(56,625	)			11,596				(3,150	)
Six Months Ended June 29, 2008
Total assets		$	583,639			$	—			$	944,793			$	390,484			$	1,918,916
External customer revenues			535,172				—				333,218				199,739				1,068,129
Affiliate revenues			37,377				—				44,665				111				82,153
Operating income			70,480				—				41,229				27,062				138,771

The following table is a reconciliation of the total of the reportable segments’ operating income (loss) to consolidated income (loss) before taxes.

		Three Months Ended								Six Months Ended
		June 28, 2009				June 29, 2008				June 28, 2009				June 29, 2008
		(In thousands)
Segment operating income (loss)		$	20,425			$	88,992			$	(3,150	)		$	138,771
Corporate expenses			(9,310	)			(12,327	)			(17,667	)			(26,223	)
Eliminations			(6,846	)			(10,807	)			(12,561	)			(20,092	)
Total operating income (loss)			4,269				65,858				(33,378	)			92,456
Interest expense			(8,895	)			(11,066	)			(16,218	)			(19,409	)
Interest income			238				1,875				602				2,832
Other income			695				1,986				444				3,154
Income (loss) before taxes		$	(3,693	)		$	58,653			$	(48,550	)		$	79,033

Note 3: Income (Loss) per Share

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

		Three Months Ended								Six Months Ended
		June 28,				June 29,				June 28,				June 29,
		2009				2008				2009				2008
		(in thousands, except per share amounts)
Numerator:
Net income (loss)		$	(4,886	)		$	41,805			$	(37,340	)		$	54,690
Denominator:
Weighted average shares outstanding, basic			46,587				43,506				46,557				43,821
Effect of dilutive common stock equivalents			—				3,972				—				4,105
Weighted average shares outstanding, diluted			46,587				47,478				46,557				47,926
Net income (loss) per share:
Basic		$	(0.10	)		$	0.96			$	(0.80	)		$	1.25
Diluted		$	(0.10	)		$	0.88			$	(0.80	)		$	1.14

For the three and six months ended June 28, 2009, diluted weighted average shares outstanding do not include outstanding equity awards of 3.5 million and 3.2 million, respectively, because to do so would have been anti-dilutive.

Note 4: Inventories

The major classes of inventories were as follows:

		June 28,				December 31,
		2009				2008
		(In thousands)
Raw materials		$	59,676			$	62,701
Work-in-process			33,261				45,900
Finished goods			82,248				128,672
Perishable tooling and supplies			3,884				3,946
Gross inventories			179,069				241,219
Obsolescence and other reserves			(23,434	)			(25,197	)
Net inventories		$	155,635			$	216,022

Note 5: Long-Lived Assets

Disposals

On June 1, 2009, we sold a 95% ownership interest in a German cable business that sells primarily to the automotive industry. The sales price was $0.4 million, and we recognized a loss of $17.2 million on the transaction. In addition to retaining a 5% interest in the business, we retained the associated land and building, which we are leasing to the buyer. The lease term is 15 years with a lessee option to renew up to an additional 10 years.

During the six months ended June 29, 2008, we sold and leased back under a normal sale-leaseback certain Americas segment real estate in Mexico. The sales price was $25.0 million, and we recognized a

loss of $0.9 million on the transaction. The lease term is 15 years with an option to renew up to an additional 10 years. We also sold our assembly operation in the Czech Republic for $8.2 million. We did not recognize a significant gain or loss on the transaction.

Impairments

During the six months ended June 28, 2009, we determined that certain long-lived assets of the German cable business that we sold on June 1, 2009 were impaired. We estimated the fair market value of these assets based upon the terms of the sales agreement and recognized an impairment loss of $20.4 million in the operating results of the EMEA segment. Of this total impairment loss, $14.1 million related to machinery and equipment and $2.7 million, $2.3 million, and $1.3 million related to trademarks, developed technology, and customer relations intangible assets, respectively. We also recognized impairment losses on property, plant and equipment of $3.6 million, $1.2 million, and $1.0 million in the Americas, EMEA, and Asia Pacific segments, respectively, primarily related to our Lean enterprise strategies and corresponding decisions to consolidate capacity and dispose of excess machinery and equipment. The fair values of these assets were based upon quoted prices for identical assets.

During the six months ended June 29, 2008, we recognized an impairment loss of $7.3 million in the operating results of our Americas segment due to the decision to close our manufacturing facility in Manchester, Connecticut. We also recognized an impairment loss of $4.2 million in the operating results of this segment related to our decision to consolidate capacity and dispose of excess machinery and equipment.

Depreciation and Amortization Expense

We recognized depreciation expense of $9.7 million and $19.0 million in the three- and six-month periods ended June 28, 2009, respectively. We recognized depreciation expense of $11.1 million and $22.3 million in the three- and six-month periods ended June 29, 2008, respectively.

We recognized amortization expense related to our intangible assets of $3.9 million and $7.8 million in the three- and six-month periods ended June 28, 2009, respectively. We recognized amortization expense related to our intangible assets of $2.6 million and $5.2 million in the three- and six-month periods ended June 29, 2008, respectively.

Note 6: Restructuring Activities

Global Restructuring

In 2008, we announced our decision to further streamline our manufacturing, sales and administrative functions worldwide in an effort to reduce costs and mitigate the weakening demand experienced throughout the global economy. During the first six months of 2009, we continued to implement our plan to streamline these functions and recognized severance costs primarily in the EMEA segment totaling $26.0 million ($15.8 million in cost of sales; $8.5 million in selling, general and administrative expenses; and $1.7 million in research and development) related to these restructuring actions. From inception of these restructuring actions through June 28, 2009, we have recognized severance costs totaling $52.3 million. We expect to recognize approximately $3.0 million of additional severance costs in the Americas segment associated with our plan that we announced in July 2009 to close one of our two manufacturing plants in Leominster, Massachusetts.

EMEA Manufacturing Restructuring

In prior years, we announced various decisions to realign our EMEA operations in order to consolidate manufacturing capacity. We did not recognize any new charges in 2009 related to these previous restructuring actions. From inception of these restructuring actions through June 28, 2009, we have recognized severance costs totaling $42.6 million (including amounts accounted for through purchase accounting). We do not expect to recognize additional costs related to these restructuring actions.

Voluntary Separation Program

In 2007, we announced a voluntary separation program primarily for associates in the United States who were at least 50 years of age and had 10 years of service with the Company. We did not recognize any costs in 2009 nor do we expect to recognize any future costs related to this program. In prior years, we recognized severance costs totaling $7.2 million related to this program.

The table below sets forth restructuring activity that occurred during the three and six months ended June 28, 2009. The balances are included in accrued liabilities.

						EMEA				Voluntary
		Global				Manufacturing				Separation
		Restructuring				Restructuring				Program
Balance at December 31, 2008		$	24,957			$	24,357			$	1,441
New charges			25,920				—				—
Purchase accounting adjustment			—				(2,109	)			—
Cash payments			(13,157	)			(9,234	)			(442	)
Foreign currency translation			995				(814	)			—
Other adjustments			(215	)			(53	)			—
Balance at March 29, 2009			38,500				12,147				999
New charges			55				—				—
Cash payments			(10,092	)			(2,170	)			(550	)
Foreign currency translation			758				254				—
Other adjustments			(290	)			—				(77	)
Balance at June 28, 2009		$	28,931			$	10,231			$	372

We continue to review our business strategies and evaluate further restructuring actions. This could result in additional restructuring costs in future periods.

Note 7: Long-Term Debt and Other Borrowing Arrangements

Senior Subordinated Notes

We have outstanding $350.0 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 domestic subsidiaries. The notes rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Interest is payable semiannually on March 15 and September 15.

In our fiscal third quarter of 2009, we issued $200.0 million in senior subordinated notes due 2019 (see Note 11).

Senior Secured Credit Facility

As of June 28, 2009, we had a senior secured credit facility with a $350.0 million commitment. The facility was scheduled to mature in January 2011, had a variable interest rate based on LIBOR or the prime rate and was secured by our overall cash flow and certain of our assets in the United States. At June 28, 2009, there were outstanding borrowings of $240.0 million under the facility at a 3.2% interest rate, and we had $100.7 million in available borrowing capacity, net of letters of credit. During the six months ended June 28, 2009, we amended the facility and changed the definition of EBITDA used in the computation of the debt-to-EBITDA leverage ratio covenant. The amendment also increased the cost of borrowings under the facility by 100 basis points, and we incurred $1.5 million of fees that are included in other expense in the Consolidated Statements of Operations. As of June 28, 2009, we were in compliance with all of the amended covenants of the facility.

In our fiscal third quarter of 2009, we amended and extended our senior secured credit facility (see Note 11).

Convertible Subordinated Debentures

In 2008, we had outstanding $110.0 million aggregate principal of 4.0% convertible subordinated debentures due 2023. The convertible debentures contained a net share settlement feature requiring us upon conversion to pay the principal amount in cash and to pay any conversion consideration in excess of the principal amount in shares of our common stock. In July 2008, we called all of our convertible subordinated debentures for redemption. As a result of the call for redemption, holders of the debentures had the option to convert each $1,000 principal amount of their debentures and receive value in a combination of cash and shares equal to 56.8246 shares of Belden’s common stock (a conversion price of $17.598). All holders of the debentures elected to convert their debentures. Upon conversion, we paid $110.0 million in cash and issued 3,343,509 shares of common stock. We financed the cash portion of the conversion through borrowings under our senior secured credit facility.

Fair Value of Long-Term Debt

The fair value of our debt instruments at June 28, 2009 was approximately $549.8 million based on sales prices of the debt instruments from recent trading activity. Included in this amount is an estimated $309.8 million fair value of senior subordinated notes with a face value of $350.0 million and an estimated $240.0 million fair value of borrowings under our senior secured credit facility.

Note 8: Income Taxes

The tax benefit of $11.2 million for the six months ended June 28, 2009 resulted from a loss before taxes of $48.6 million. The difference between the effective rate reflected in the provision for income taxes on income before taxes and the amount determined by applying the applicable statutory United States tax rate for the six months ended June 28, 2009 is analyzed below:

		Amount				Rate
		(in thousands, except rate data)
United States federal statutory rate		$	(16,993	)			35.0	%
State and local income taxes			2,177				(4.5	)
Change in uncertain tax positions			(153	)			0.3
Foreign tax rate variances and other			3,759				(7.7	)
Total tax benefit		$	(11,210	)			23.1	%

Note 9: Pension and Other Postretirement Obligations

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

		Pension Obligations								Other Postretirement Obligations
		June 28, 2009				June 29, 2008				June 28, 2009				June 29, 2008
		(In thousands)
Three Months Ended
Service cost		$	751			$	1,455			$	17			$	34
Interest cost			2,608				3,203				733				637
Expected return on plan assets			(2,143	)			(3,076	)			—				—
Amortization of prior service cost			18				4				(74	)			(54	)
Settlement loss			—				1,760				—				—
Net loss recognition			744				359				44				171
Net periodic benefit cost		$	1,978			$	3,705			$	720			$	788
Six Months Ended
Service cost		$	2,577			$	2,855			$	47			$	69
Interest cost			6,348				6,432				1,295				1,290
Expected return on plan assets			(6,207	)			(6,246	)			—				—
Amortization of prior service cost			46				8				(122	)			(108	)
Settlement loss			—				1,760				—				—
Net loss recognition			1,286				682				214				342
Net periodic benefit cost		$	4,050			$	5,491			$	1,434			$	1,593

Note 10: Comprehensive Income (Loss)

The following table summarizes total comprehensive income (loss):

		Three Months Ended								Six Months Ended
		June 28, 2009				June 29, 2008				June 28, 2009				June 29, 2008
		(In thousands)
Net income (loss)		$	(4,886	)		$	41,805			$	(37,340	)		$	54,690
Foreign currency translation gain (loss)			24,010				(533	)			5,880				60,244
Total comprehensive income (loss)		$	19,124			$	41,272			$	(31,460	)		$	114,934

Note 11: Subsequent Events

In our fiscal third quarter of 2009, we completed the issuance of $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 domestic subsidiaries. The notes rank equal in right of payment with our current 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 credit facility. Interest is payable semiannually on June 15 and December 15. We used the $193.7 million in net proceeds of this debt offering to repay amounts drawn under our senior secured credit facility.

We also amended and extended our senior secured credit facility in our fiscal third quarter of 2009. The amendment alters the level of the total leverage ratio covenant, increases the cost of borrowing under the facility, and inserts an asset coverage ratio covenant when the total leverage ratio is in excess of certain levels. The amendment extends the term of the facility from January 2011 to January 2013, and reduces the size of the facility from $350.0 million to $250.0 million through January 2011 and in January 2011 from $250.0 million to $230.0 million until its expiration in January 2013.

Note 12: Supplemental Guarantor Information

As of June 28, 2009, Belden Inc. (the Issuer) has outstanding $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Belden Inc. and its current and future material domestic subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The following consolidating financial information presents information about the Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

Supplemental Condensed Consolidating Balance Sheets

		June 28, 2009
										Non-
						Guarantor				Guarantor
		Issuer				Subsidiaries				Subsidiaries				Eliminations				Total
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	59,539			$	11,306			$	203,795			$	—			$	274,640
Receivables, net			—				82,315				163,357				—				245,672
Inventories, net			—				86,149				69,486				—				155,635
Deferred income taxes			—				(12,344	)			32,991				—				20,647
Other current assets			3,150				12,533				35,575				—				51,258
Total current assets			62,689				179,959				505,204				—				747,852
Property, plant and equipment, less accumulated depreciation			—				121,965				176,583				—				298,548
Goodwill			—				241,870				72,324				—				314,194
Intangible assets, less accumulated amortization			—				79,536				62,647				—				142,183
Deferred income taxes			—				18,677				(16,052	)			—				2,625
Investment in subsidiaries			808,299				326,407				—				(1,134,706	)			—
Other long-lived assets			7,412				2,420				42,808				—				52,640
		$	878,400			$	970,834			$	843,514			$	(1,134,706	)		$	1,558,042
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	567			$	61,637			$	80,163			$	—			$	142,367
Accrued liabilities			12,202				51,455				84,317				—				147,974
Total current liabilities			12,769				113,092				164,480				—				290,341
Long-term debt			590,000				—				—				—				590,000
Postretirement benefits			—				48,274				72,096				—				120,370
Other long-term liabilities			10,021				4,556				5,265				—				19,842
Intercompany accounts			203,960				(474,126	)			270,166				—				—
Total stockholders’ equity			61,650				1,279,038				331,507				(1,134,706	)			537,489
		$	878,400			$	970,834			$	843,514			$	(1,134,706	)		$	1,558,042

		December 31, 2008
										Non-
						Guarantor				Guarantor
		Issuer				Subsidiaries				Subsidiaries				Eliminations				Total
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	130			$	57,522			$	169,761			$	—			$	227,413
Receivables, net			—				83,923				208,313				—				292,236
Inventories, net			—				110,018				106,004				—				216,022
Deferred income taxes			—				(12,344	)			34,950				—				22,606
Other current assets			1,782				7,133				25,911				—				34,826
Total current assets			1,912				246,252				544,939				—				793,103
Property, plant and equipment, less accumulated depreciation			—				123,530				201,039				—				324,569
Goodwill			—				243,233				78,245				—				321,478
Intangible assets, less accumulated amortization			—				83,586				72,439				—				156,025
Investment in subsidiaries			838,088				362,329				—				(1,200,417	)			—
Other long-lived assets			7,753				2,323				43,312				—				53,388
		$	847,753			$	1,061,253			$	939,974			$	(1,200,417	)		$	1,648,563
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	—			$	49,738			$	111,006			$	—			$	160,744
Accrued liabilities			12,723				56,290				111,788				—				180,801
Total current liabilities			12,723				106,028				222,794				—				341,545
Long-term debt			590,000				—				—				—				590,000
Postretirement benefits			—				49,561				70,695				—				120,256
Deferred income taxes			—				(14,366	)			18,636				—				4,270
Other long-term liabilities			9,991				5,807				5,826				—				21,624
Intercompany accounts			130,852				(386,116	)			255,264				—				—
Total stockholders’ equity			104,187				1,300,339				366,759				(1,200,417	)			570,868
		$	847,753			$	1,061,253			$	939,974			$	(1,200,417	)		$	1,648,563

Supplemental Condensed Consolidating Statements of Operations

		Three Months Ended June 28, 2009
										Non-
						Guarantor				Guarantor
		Issuer				Subsidiaries				Subsidiaries				Eliminations				Total
		(In thousands)
Revenues		$	—			$	181,854			$	202,556			$	(40,589	)		$	343,821
Cost of sales			—				(122,483	)			(153,409	)			40,589				(235,303	)
Gross profit			—				59,371				49,147				—				108,518
Selling, general and administrative expenses			(140	)			(37,031	)			(30,408	)			—				(67,579	)
Research and development			—				(7,238	)			(6,884	)			—				(14,122	)
Amortization of intangibles			—				(2,026	)			(1,885	)			—				(3,911	)
Asset impairment			—				(737	)			(716	)			—				(1,453	)
Loss on sale of assets			—				—				(17,184	)			—				(17,184	)
Operating income (loss)			(140	)			12,339				(7,930	)			—				4,269
Interest expense			(8,871	)			(5	)			(19	)			—				(8,895	)
Interest income			51				5				182				—				238
Other income			—				—				695				—				695
Intercompany income (expense)			3,042				(8,925	)			5,883				—				—
Income (loss) from equity investment in subsidiaries			(1,194	)			(4,789	)			—				5,983				—
Income (loss) before taxes			(7,112	)			(1,375	)			(1,189	)			5,983				(3,693	)
Income tax benefit (expense)			2,226				181				(3,600	)			—				(1,193	)
Net income (loss)		$	(4,886	)		$	(1,194	)		$	(4,789	)		$	5,983			$	(4,886	)