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BELDEN INC. - Quarter Report: 2010 October (Form 10-Q)

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Table of Contents

 
 
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 October 3, 2010
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 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 þ 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 November 8, 2010, the Registrant had 46,937,599 outstanding shares of common stock.
 
 

 


TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3: Quantitative and Qualitative Disclosures about Market Risks
Item 4: Controls and Procedures
PART II OTHER INFORMATION
Item 1: Legal Proceedings
Item 1A: Risk Factors
Item 6: Exhibits
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT


Table of Contents

PART I FINANCIAL INFORMATION
Item 1.   Financial Statements
BELDEN INC.
CONSOLIDATED BALANCE SHEETS
                 
    October 3,     December 31,  
    2010     2009  
    (Unaudited)          
    (In thousands)  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 296,081     $ 308,879  
Receivables, net
    291,132       242,145  
Inventories, net
    167,483       151,262  
Deferred income taxes
    26,854       26,996  
Other current assets
    18,077       35,036  
 
           
Total current assets
    799,627       764,318  
 
               
Property, plant and equipment, less accumulated depreciation
    282,517       299,586  
Goodwill
    308,864       313,030  
Intangible assets, less accumulated amortization
    128,014       143,013  
Deferred income taxes
    36,376       37,205  
Other long-lived assets
    70,261       63,426  
 
           
 
  $ 1,625,659     $ 1,620,578  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 203,835     $ 169,763  
Accrued liabilities
    140,602       141,922  
Current maturities of long-term debt
          46,268  
 
           
Total current liabilities
    344,437       357,953  
 
               
Long-term debt
    551,247       543,942  
Postretirement benefits
    115,642       121,745  
Other long-term liabilities
    31,050       45,890  
Stockholders’ equity:
               
Preferred stock
           
Common stock
    503       503  
Additional paid-in capital
    597,777       591,917  
Retained earnings
    117,508       72,625  
Accumulated other comprehensive income (loss)
    (7,258 )     14,614  
Treasury stock
    (125,247 )     (128,611 )
 
           
 
               
Total stockholders’ equity
    583,283       551,048  
 
           
 
  $ 1,625,659     $ 1,620,578  
 
           
The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    October 3, 2010     September 27, 2009     October 3, 2010     September 27, 2009  
    (In thousands, except per share data)  
Revenues
  $ 411,472     $ 355,159     $ 1,237,961     $ 1,027,492  
Cost of sales
    (285,777 )     (247,086 )     (868,061 )     (726,708 )
 
                       
Gross profit
    125,695       108,073       369,900       300,784  
Selling, general and administrative expenses
    (71,392 )     (71,489 )     (219,775 )     (215,765 )
Research and development
    (14,794 )     (14,161 )     (42,991 )     (44,838 )
Amortization of intangibles
    (4,152 )     (3,983 )     (12,558 )     (11,759 )
Income from equity method investment
    3,053       2,418       8,905       4,403  
Asset impairment
                      (26,176 )
Loss on sale of assets
                      (17,184 )
 
                       
Operating income (loss)
    38,410       20,858       103,481       (10,535 )
Interest expense
    (11,779 )     (12,575 )     (38,912 )     (28,793 )
Interest income
    127       199       446       801  
Other income (expense)
                1,465       (1,541 )
 
                       
Income (loss) from continuing operations before taxes
    26,758       8,482       66,480       (40,068 )
Income tax expense
    (6,002 )     (15,958 )     (14,014 )     (4,748 )
 
                       
Income (loss) from continuing operations
    20,756       (7,476 )     52,466       (44,816 )
Loss from discontinued operations, net of tax
    (151 )           (442 )      
 
                       
Net income (loss)
  $ 20,605     $ (7,476 )   $ 52,024     $ (44,816 )
 
                       
 
                               
Weighted average number of common shares and equivalents:
                               
Basic
    46,813       46,607       46,762       46,574  
Diluted
    47,721       46,607       47,665       46,574  
 
                               
Basic income (loss) per share
                               
Continuing operations
  $ 0.44     $ (0.16 )   $ 1.12     $ (0.96 )
Discontinued operations
                (0.01 )      
 
                       
Net Income (loss)
  $ 0.44     $ (0.16 )   $ 1.11     $ (0.96 )
 
                       
 
                               
Diluted income (loss) per share
                               
Continuing operations
  $ 0.43     $ (0.16 )   $ 1.10     $ (0.96 )
Discontinued operations
                (0.01 )      
 
                       
Net Income (loss)
  $ 0.43     $ (0.16 )   $ 1.09     $ (0.96 )
 
                       
 
                               
Dividends declared per share
  $ 0.05     $ 0.05     $ 0.15     $ 0.15  
The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
                 
    Nine Months Ended  
    October 3, 2010     September 27, 2009  
    (In thousands)  
Cash flows from operating activities:
               
Net income (loss)
  $ 52,024     $ (44,816 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    41,525       40,630  
Share-based compensation
    9,539       8,373  
Provision for inventory obsolescence
    2,924       4,912  
Non-cash loss on derivatives and hedging instruments
    2,893        
Tax deficiency related to share-based compensation
    239       1,507  
Amortization of discount on long-term debt
    195       103  
Asset impairment
          26,176  
Loss on sale of assets
          17,184  
Pension funding in excess of pension expense
    (5,753 )     (7,000 )
Income from equity method investment
    (8,905 )     (4,403 )
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
               
Receivables
    (51,874 )     40,784  
Inventories
    (20,898 )     49,631  
Deferred cost of sales
    6,479       (514 )
Accounts payable
    34,288       2,517  
Accrued liabilities
    10,252       (23,543 )
Deferred revenue
    (14,771 )     843  
Accrued taxes
    (1,295 )     1,996  
Other assets
    9,755       6,390  
Other liabilities
    (11,206 )     (834 )
 
           
Net cash provided by operating activities
    55,411       119,936  
 
               
Cash flows from investing activities:
               
Capital expenditures
    (19,198 )     (26,178 )
Proceeds from disposal of tangible assets
    2,332       367  
Cash provided by other investing activities
    163        
 
           
Net cash used for investing activities
    (16,703 )     (25,811 )
 
               
Cash flows from financing activities:
               
Borrowings under credit arrangements
          193,732  
Payments under borrowing arrangements
    (46,268 )     (193,732 )
Debt issuance costs
          (11,810 )
Cash dividends paid
    (7,052 )     (7,037 )
Tax deficiency related to share-based compensation
    (239 )     (1,507 )
Proceeds from exercise of stock options
    720       23  
Cash received upon termination of derivative instruments
    4,217        
 
           
Net cash used for financing activities
    (48,622 )     (20,331 )
Effect of foreign currency exchange rate changes on cash and cash equivalents
    (2,884 )     10,585  
 
           
Increase (decrease) in cash and cash equivalents
    (12,798 )     84,379  
Cash and cash equivalents, beginning of period
    308,879       227,413  
 
           
Cash and cash equivalents, end of period
  $ 296,081     $ 311,792  
 
           
The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT
NINE MONTHS ENDED OCTOBER 3, 2010
(Unaudited)
                                                                         
                                                    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, 2009
    50,335     $ 503     $ 591,917     $ 72,625       (3,675 )   $ (128,611 )   $ 58,060     $ (43,446 )   $ 551,048  
Net income
                            52,024                                       52,024  
Foreign currency translation
                                        (21,872 )           (21,872 )
 
                                                                     
Comprehensive income
                                                                    30,152  
Exercise of stock options, net of tax withholding forfeitures
                (564 )           51       1,105                   541  
Release of restricted stock, net of tax withholding forfeitures
                (2,900 )           105       2,259                   (641 )
Share-based compensation
                9,300                                     9,300  
Dividends ($0.15 per share)
                24       (7,141 )                             (7,117 )
 
                                                     
Balance at October 3, 2010
    50,335     $ 503     $ 597,777     $ 117,508       (3,519 )   $ (125,247 )   $ 36,188     $ (43,446 )   $ 583,283  
 
                                                     
The accompanying notes are an integral part of these Consolidated Financial Statements

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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, 2009:
    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 Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2009 Annual Report on Form 10-K.
Business Description
We design, manufacture, and market cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics.
Reporting Periods
Historically, our fiscal first, second and third quarters each ended on the last Sunday falling on or before their respective calendar quarter-end. Beginning in 2010, our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31. Our fiscal second and third quarters continue to fall on the Sunday which is 91 days after the preceding quarter-end. Our fiscal year and fiscal fourth quarter continue to both end on December 31.
The nine months ended October 3, 2010 and September 27, 2009 included 276 and 270 calendar days, respectively.
Reclassifications
We have made certain reclassifications to the 2009 Consolidated Financial Statements with no impact to reported net income (loss) in order to conform to the 2010 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 during the three and nine months ended October 3, 2010 and September 27, 2009, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 inputs to determine the fair value of certain long-lived assets (see Note 5) and derivatives and hedging instruments (see Note 8). We did not have any transfers between Level 1 and Level 2 fair value measurements during the three and nine months ended October 3, 2010 and September 27, 2009.
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. The fair value of these cash equivalents as of October 3, 2010 was $87.6 million and 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, 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.
As of October 3, 2010, we were party to bank guaranties, standby letters of credit, and surety bonds totaling $10.1 million, $10.1 million, and $1.6 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

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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.
In October 2009, the Financial Accounting Standards Board (FASB) issued updates to existing guidance on revenue recognition that we adopted on a prospective basis on January 1, 2010. Under the new guidance, sales of tangible products that have software components that are essential to the functionality of the tangible product are no longer within the scope of the software revenue recognition guidance and are now subject to other relevant revenue recognition guidance. Additionally, the FASB issued an update to existing guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when Vendor Specific Objective Evidence (VSOE) or Third Party Evidence (TPE) of the selling price for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method.
Sales from our Wireless segment often involve multiple elements, principally hardware, software, hardware and software maintenance, and other support services (maintenance and other support services referred to as post-contract customer support). As a result of the adoption of the new accounting guidance, our Wireless segment’s sales of hardware that include software components are no longer subject to software revenue recognition requirements. In addition, the timing of revenue recognition and amount of revenue to be recognized for each deliverable changed such that less revenue is deferred on arrangements with multiple deliverables for which VSOE has not been established than prior to the adoption of this accounting guidance. For hardware deliverables, revenue is recognized upon delivery. For software deliverables, revenue is recognized upon delivery, unless post-contract customer support is included, in which case the revenue is deferred and recognized over the period of the post-contract customer support. For post-contract customer support, revenue is recognized ratably over the maintenance or support period. The recognition period for the majority of our arrangements is one year. However, the recognition period can range up to five years in some instances. The allocation of the total revenue among the delivered items is based on the estimated selling price of the deliverables, as we have not established VSOE or TPE of selling price. The best estimate of the selling price for each deliverable is determined based on an analysis of the historical average price of such deliverable when sold on a stand-alone basis.
For fiscal years ending December 31, 2009 and prior, when a sale involved multiple elements, we allocated the proceeds from the arrangement to each respective element based on its VSOE of fair value, if established, and recognized revenue when each element’s revenue recognition criteria was 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 could not be established, the proceeds from the arrangement were deferred and recognized ratably over the period related to the last delivered element. Through December 31, 2009, our Wireless segment could not establish VSOE of fair value of hardware, software, and post-contract customer support. As a result, the proceeds and related cost of sales from multiple-element revenue transactions involving these elements were deferred and recognized ratably over the post-contract customer support period, ranging from one to five years.
Our Wireless segment revenues and operating loss for the three months ended October 3, 2010 would have been $10.3 million and $5.3 million, respectively, prior to the adoption of this new accounting guidance. Our Wireless segment revenues and operating loss for the nine months ended October 3, 2010 would have been $34.8 million and $15.0 million, respectively, prior to the adoption of this new accounting guidance. See Note 2 for actual operating results.
The following table shows the amount of deferred revenue and cost of sales related to our Wireless segment as of October 3, 2010 and December 31, 2009.

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    October 3,     December 31,  
    2010     2009  
    (In thousands)  
Deferred revenue
               
Current
  $ 6,356     $ 19,249  
Long-term
    1,603       3,481  
 
           
Total
    7,959       22,730  
 
           
 
               
Deferred cost of sales
               
Current
    1,377       7,119  
Long-term
    450       1,187  
 
           
Total
    1,827       8,306  
 
           
 
               
Deferred gross profit
               
Current
    4,979       12,130  
Long-term
    1,153       2,294  
 
           
Total
  $ 6,132     $ 14,424  
 
           
Discontinued Operations
During 2005, we completed the sale of our discontinued communications cable operation in Phoenix, Arizona. In connection with this sale and the related tax deductions, we established a reserve for uncertain tax positions. In the three and nine months ended October 3, 2010, we recognized $0.2 million and $0.7 million of interest expense, respectively ($0.1 million and $0.4 million net of tax, respectively) related to the uncertain tax positions, which is included in discontinued operations. Due to the utilization of other net operating loss carryforwards, we did not recognize interest expense related to this reserve in the comparable periods of 2009.
Other Income (Expense)
During the nine months ended October 3, 2010, we recorded $1.5 million of other income related to an escrow settlement. The escrow settlement related to indemnification for certain tax matters arising from a previous acquisition. During the nine months ended September 27, 2009, we recorded $1.5 million of other expense due to fees incurred related to an amendment of our senior secured credit facility, as discussed in Note 7.
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 for further discussion.
Current-Year Adoption of Accounting Pronouncements
On January 1, 2010, we adopted changes issued by the FASB with regard to the disclosures of fair value measurements. This new guidance requires disclosures about transfers into and out of Level 1 and 2 fair value measurements, as well as separate disclosures about purchases, sales, issuances, and settlements relating to recurring Level 3 fair value measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The adoption of this guidance did not have a material impact on our disclosures.

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Refer to the discussion above under Revenue Recognition for an analysis of the adoption of other new accounting guidance.
Note 2: Operating Segments
We conduct our operations through four reported operating segments—Americas; Europe, Middle East and Africa (EMEA); Asia Pacific; and Wireless.
                                         
                    Asia             Total  
    Americas     EMEA     Pacific     Wireless     Segments  
                    (In thousands)                  
Three Months Ended October 3, 2010
                                       
Total assets
  $ 499,874     $ 458,216     $ 273,859     $ 102,821     $ 1,334,770  
External customer revenues
    232,133       90,397       74,397       14,545       411,472  
Affiliate revenues
    11,735       20,707                   32,442  
Operating income (loss)
    37,708       18,346       10,693       (2,727 )     64,020  
 
                                       
Three Months Ended September 27, 2009
                                       
Total assets
  $ 533,672     $ 505,314     $ 249,431     $ 124,094     $ 1,412,511  
External customer revenues
    192,135       81,012       67,102       14,910       355,159  
Affiliate revenues
    12,994       13,099                   26,093  
Operating income (loss)
    31,153       8,014       6,700       (6,644 )     39,223  
 
                                       
Nine Months Ended October 3, 2010
                                       
Total assets
  $ 499,874     $ 458,216     $ 273,859     $ 102,821     $ 1,334,770  
External customer revenues
    686,985       273,140       231,789       46,047       1,237,961  
Affiliate revenues
    36,605       53,330       62             89,997  
Operating income (loss)
    103,224       52,240       28,146       (8,561 )     175,049  
 
                                       
Nine Months Ended September 27, 2009
                                       
Total assets
  $ 533,672     $ 505,314     $ 249,431     $ 124,094     $ 1,412,511  
External customer revenues
    561,079       255,310       170,956       40,147       1,027,492  
Affiliate revenues
    31,873       38,681                   70,554  
Operating income (loss)
    89,332       (46,626 )     18,296       (22,944 )     38,058  
The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income (loss) from continuing operations before taxes.

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    Three Months Ended     Nine Months Ended  
    October 3, 2010     September 27, 2009     October 3, 2010     September 27, 2009  
            (In thousands)          
Segment operating income
  $ 64,020     $ 39,223     $ 175,049     $ 38,058  
Corporate expenses
    (13,245 )     (10,141 )     (39,421 )     (27,808 )
Eliminations
    (12,365 )     (8,224 )     (32,147 )     (20,785 )
 
                       
Total operating income (loss)
    38,410       20,858       103,481       (10,535 )
Interest expense
    (11,779 )     (12,575 )     (38,912 )     (28,793 )
Interest income
    127       199       446       801  
Other income (expense)
                1,465       (1,541 )
 
                       
Income (loss) from continuing operations before taxes
  $ 26,758     $ 8,482     $ 66,480     $ (40,068 )
 
                       
Note 3: Income (Loss) per Share
The following table presents the basis for the income (loss) per share computations:
 
    Three Months Ended     Nine Months Ended  
    October 3, 2010     September 27, 2009     October 3, 2010     September 27, 2009  
            (In thousands)          
Numerator:
                               
Income (loss) from continuing operations
  $ 20,756     $ (7,476 )   $ 52,466     $ (44,816 )
Loss from discontinued operations, net of tax
    (151 )           (442 )      
 
                       
Net income (loss)
  $ 20,605     $ (7,476 )   $ 52,024     $ (44,816 )
 
                       
Denominator:
                               
Weighted average shares outstanding, basic
    46,813       46,607       46,762       46,574  
Effect of dilutive common stock equivalents
    908             903        
 
                       
Weighted average shares outstanding, diluted
    47,721       46,607       47,665       46,574  
 
                       
For the three and nine months ended October 3, 2010, diluted weighted average shares outstanding do not include outstanding equity awards of 1.7 million and 1.5 million, respectively, because to do so would have been anti-dilutive. For the three and nine months ended September 27, 2009, diluted weighted average shares outstanding do not include outstanding equity awards of 3.7 million and 3.4 million, respectively, because to do so would have been anti-dilutive.
Note 4: Inventories
The major classes of inventories were as follows:
                 
    October 3,     December 31,  
    2010     2009  
    (In thousands)  
Raw materials
  $ 53,693     $ 50,973  
Work-in-process
    38,733       31,977  
Finished goods
    91,093       84,689  
Perishable tooling and supplies
    3,954       4,081  
 
           
Gross inventories
    187,473       171,720  
Obsolescence and other reserves
    (19,990 )     (20,458 )
 
           
Net inventories
  $ 167,483     $ 151,262  
 
           

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Note 5: Long-Lived Assets
Disposals
During the nine months ended October 3, 2010, we sold certain real estate of the EMEA segment for $1.8 million. There was no gain or loss recognized on the sale.
During the nine months ended September 27, 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 nine months ended October 3, 2010, we sold the remaining 5% interest in the business for less than $0.1 million. There was no gain or loss recognized on the sale of the remaining 5% interest.
Impairments
We did not record any asset impairment losses during the three and nine months ended October 3, 2010.
During the nine months ended September 27, 2009, we determined that certain long-lived assets of the German cable business we sold during that period were impaired. We estimated the fair market value of those 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 decisions to consolidate capacity and dispose of excess machinery and equipment. The fair values of those assets were based upon quoted prices for identical assets (i.e., Level 2 valuation).
Depreciation and Amortization Expense
We recognized depreciation expense of $8.6 million and $28.9 million in the three and nine months ended October 3, 2010, respectively. We recognized depreciation expense of $9.8 million and $28.8 million in the three and nine months ended September 27, 2009, respectively.
We recognized amortization expense related to our intangible assets of $4.2 million and $12.6 million in the three and nine months ended October 3, 2010, respectively. We recognized amortization expense related to our intangible assets of $4.0 million and $11.8 million in the three and nine months ended September 27, 2009, respectively.
Note 6: Restructuring Activities
Global Restructuring
In the fourth quarter of 2008, we announced our decision to streamline our manufacturing, sales, and administrative functions worldwide in an effort to reduce costs and mitigate the impact of the weakening demand experienced throughout the global economy. During 2010, we continued to implement our plan to streamline these functions and recognized severance costs primarily in the Americas segment totaling $1.1 million (recorded in Cost of Sales) related to these restructuring activities and the closure of one of our two manufacturing plants in Leominster, Massachusetts. From inception of these restructuring

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actions through October 3, 2010, we have recognized severance costs totaling $55.8 million. We do not expect to recognize any additional severance costs related to these restructuring activities.
The table below sets forth severance activity that occurred during 2010. The balances are included in accrued liabilities.
         
    Global  
    Restructuring  
    (in thousands)  
Balance at December 31, 2009
  $ 12,260  
New charges
    321  
Cash payments
    (5,373 )
Foreign currency translation
    (629 )
Other adjustments
    (83 )
 
     
 
       
Balance at April 4, 2010
    6,496  
 
       
New charges
    783  
Cash payments
    (2,227 )
Foreign currency translation
    (630 )
Other adjustments
    (585 )
 
     
 
       
Balance at July 4, 2010
    3,837  
 
       
New charges
     
Cash payments
    (2,203 )
Foreign currency translation
    340  
Other adjustments
    (149 )
 
     
 
Balance at October 3, 2010
  $ 1,825  
 
     
We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.
Note 7: Long-Term Debt and Other Borrowing Arrangements
Senior Subordinated Notes
In the third quarter of 2009, we issued $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 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 semi-annually on June 15 and December 15. We used the $193.7 million in proceeds of this debt offering to repay amounts drawn under our senior secured credit facility. As of October 3, 2010, the carrying value of the notes was $201.2 million. See Note 8 for a discussion of changes to the carrying value of the notes due to hedge accounting.
We also 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 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

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subsidiary guarantors, including our senior secured credit facility. Interest is payable semi-annually on March 15 and September 15.
Senior Secured Credit Facility
In the first quarter of 2009, we amended our senior secured credit 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. In the third quarter of 2009, we further amended the facility to extend the term from January 2011 to January 2013 and to reduce the size from $350.0 million to $250.0 million through January 2011. In January 2011, the size of the facility reduces from $250.0 million to $230.0 million. The amendment also 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. As of October 3, 2010, we were in compliance with all of the amended covenants of the facility.
As of October 3, 2010, there were no outstanding borrowings under the facility, and we had $204.6 million in available borrowing capacity. The facility has a variable interest rate based on LIBOR or the prime rate and is secured by our overall cash flow and certain of our assets in the United States.
Fair Value of Long-Term Debt
The fair value of our debt instruments at October 3, 2010 was approximately $573.3 million based on sales prices of the debt instruments from recent trading activity. This amount represents the fair value of our senior subordinated notes with an aggregate principal amount of $550.0 million.
Note 8: Derivatives and Hedging Activities
We are exposed to various market risks, including fluctuations in interest rates. At various times, we use interest rate agreements to manage our costs and reduce our exposure to interest rate risk. During the nine months ended October 3, 2010, we entered into $200.0 million notional amount of interest rate swap agreements that were scheduled to expire in 2019. The interest rate swaps were receive-fixed, pay-variable rate, and they allowed us to adjust our relative proportion of fixed and floating rate debt. We also entered into a separate $200.0 million notional amount interest rate cap agreement, which capped the variable rate that we were exposed to in the interest rate swaps. We do not hold or issue any derivative instrument for trading or speculative purposes.
These agreements, which represent our derivative instruments, exposed us to credit risk to the extent that the counterparties to our interest rate agreements would have been unable to meet the terms of the agreements. We sought to mitigate such risks by limiting the counterparties to major financial institutions and by executing our agreements across multiple counterparties.
The interest rate swaps were formally designated and qualified as fair value hedges. We performed a quarterly assessment of the effectiveness of the hedge relationship, and we measured and recognized any hedge ineffectiveness in earnings. The interest rate swaps were recorded at fair value in the Consolidated Balance Sheets. Gains and losses due to changes in fair value of the interest rate swaps substantially offset changes in the fair value of the hedged portion of the underlying debt. Changes in fair value of both the interest rate swaps and the hedged portion of the underlying debt both were recognized in interest expense in the Consolidated Statements of Operations.

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The interest rate cap was not designated as a hedging instrument. It was recorded at fair value in the Consolidated Balance Sheets, and changes in fair value of the interest rate cap were recognized in interest expense in the Consolidated Statements of Operations.
The gains (losses) for the three and nine months ended October 3, 2010 attributed to our derivatives designated as hedging instruments are summarized in the table below:
                                 
    Three Months Ended     Nine Months Ended  
    October 3, 2010     October 3, 2010  
Income Statement   Gain/(loss) on     Gain/(loss) on     Gain/(loss) on     Gain/(loss) on  
Classification   interest rate swaps     borrowings     interest rate swaps     borrowings  
            (In thousands)                  
  | | |     |
Interest Expense
  $ 4,898     $ (2,490 )   $ 8,522     $ (7,109 )
     
The difference between the gain on the interest rate swaps and the loss on borrowings represents hedge ineffectiveness of $2.4 million and $1.4 million for the three and nine months ended October 3, 2010, respectively.
The loss for the three and nine months ended October 3, 2010 attributed to our interest rate cap, our derivative without hedging designation, was $1.2 million and $2.9 million, respectively, classified within interest expense within the Consolidated Statements of Operations.
There were no gains (losses) related to derivatives and hedging instruments for the three and nine months ended September 27, 2009.
Interest rate derivatives are valued using a present value calculation based on an implied 3-month forward LIBOR curve (adjusted for non-performance risk) and are classified within level 2 of the fair value hierarchy.
During the three months ended October 3, 2010, we terminated all of the interest rate swap agreements and the interest rate cap. We recognized a loss on the termination of our derivative instruments of $1.4 million. We received cash of $4.2 million related to the termination of our derivative instruments, which is presented as a financing activity in the Consolidated Statements of Cash Flows. As a result of the termination, there were no outstanding derivatives as of October 3, 2010. There were also no outstanding derivatives as of December 31, 2009. The $7.1 million adjustment recorded to increase the carrying value of the underlying debt as a result of hedge accounting will be amortized as a reduction of interest expense over the remaining life of the underlying debt using the effective interest method.
The net effect of the gains and losses on our derivative instruments and the termination of our derivative instruments during the three and nine months ended October 3, 2010 was a loss of $0.2 million and $2.9 million, respectively, which was recognized in interest expense.
Note 9: Income Taxes
Income tax expense was $6.0 million and $14.0 million for the three and nine months ended October 3, 2010. The effective rate reflected in the provision for income taxes on income from continuing operations before taxes is 22.4% and 21.1% for the three and nine months ended October 3, 2010. The primary 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 tax rate differential associated with our foreign earnings.

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Note 10: 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  
    October 3, 2010     September 27, 2009     October 3, 2010     September 27, 2009  
            (In thousands)          
Three Months Ended
                               
Service cost
  $ 1,947     $ 1,119     $ 28     $ 19  
Interest cost
    4,205       2,760       649       416  
Expected return on plan assets
    (4,337 )     (2,363 )            
Amortization of prior service cost (credit)
    29       (27 )     (48 )     (28 )
Net loss (gain) recognition
    651       447       (3 )     (25 )
 
                       
Net periodic benefit cost
  $ 2,495     $ 1,936     $ 626     $ 382  
 
                       
 
                               
Nine Months Ended
                               
Service cost
  $ 5,111     $ 3,696     $ 80     $ 66  
Interest cost
    11,461       9,108       1,997       1,711  
Expected return on plan assets
    (11,635 )     (8,570 )            
Amortization of prior service cost (credit)
    49       19       (165 )     (150 )
Net loss recognition
    2,169       1,733       141       189  
 
                       
Net periodic benefit cost
  $ 7,155     $ 5,986     $ 2,053     $ 1,816  
 
                       
Note 11: Comprehensive Income (Loss)
The following table summarizes total comprehensive income (loss):
                                 
    Three Months Ended     Nine Months Ended  
    October 3, 2010     September 27, 2009     October 3, 2010     September 27, 2009  
            (In thousands)                  
Net income (loss)
  $ 20,605     $ (7,476 )   $ 52,024     $ (44,816 )
Foreign currency translation gain (loss)
    29,390       18,862       (21,872 )     24,742  
 
                       
Total comprehensive income (loss)
  $ 49,995     $ 11,386     $ 30,152     $ (20,074 )
 
                       
Note 12: Subsequent Events
On October 21, 2010, we entered into a definitive agreement to acquire the LRC Electronics division of Thomas & Betts Corporation for approximately $78.0 million cash, subject to certain adjustments. LRC Electronics is a leading designer, manufacturer, and marketer of communications connectors, hardware, and other components for customers primarily in the broadcast and telecommunications industries. We anticipate that this acquisition will be funded with available cash. The transaction is subject to customary closing conditions and regulatory review, and it is expected to be completed by the end of the calendar year.

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Note 13: Supplemental Guarantor Information
As of October 3, 2010, Belden Inc. (the Issuer) has outstanding $550.0 million aggregate principal amount 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 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
                                         
    October 3, 2010  
                    Non-              
            Guarantor     Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
                    (In thousands)                  
ASSETS
Current assets:
                                       
Cash and cash equivalents
  $ 87,857     $ 21,170     $ 187,054     $     $ 296,081  
Receivables, net
    80       93,963       197,089             291,132  
Inventories, net
          99,485       67,998             167,483  
Deferred income taxes
          22,189       4,665             26,854  
Other current assets
    4,396       6,519       7,162             18,077  
 
                             
Total current assets
    92,333       243,326       463,968             799,627  
Property, plant and equipment, less accumulated depreciation
          115,408       167,109             282,517  
Goodwill
          242,621       66,243             308,864  
Intangible assets, less accumulated amortization
          75,259       52,755             128,014  
Deferred income taxes
          16,436       19,940             36,376  
Other long-lived assets
    11,805       1,796       56,660             70,261  
Investment in subsidiaries
    924,369       279,289             (1,203,658 )      
 
                             
 
  $ 1,028,507     $ 974,135     $ 826,675     $ (1,203,658 )   $ 1,625,659  
 
                             
 
                                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
                                       
Accounts payable
  $     $ 71,570     $ 132,265     $     $ 203,835  
Accrued liabilities
    34,242       50,471       55,889             140,602  
 
                             
Total current liabilities
    34,242       122,041       188,154             344,437  
Long-term debt
    551,247                         551,247  
Postretirement benefits
          30,606       85,036             115,642  
Other long-term liabilities
    22,502       3,481       5,067             31,050  
Intercompany accounts
    344,657       (624,419 )     279,762              
Total stockholders’ equity
    75,859       1,442,426       268,656       (1,203,658 )     583,283  
 
                             
 
  $ 1,028,507     $ 974,135     $ 826,675     $ (1,203,658 )   $ 1,625,659  
 
                             

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    December 31, 2009  
                    Non-              
            Guarantor     Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
                    (In thousands)                  
ASSETS
Current assets:
                                       
Cash and cash equivalents
  $ 49,878     $ 8,977     $ 250,024     $     $ 308,879  
Receivables, net
    21       69,444       172,680             242,145  
Inventories, net
          86,960       64,302             151,262  
Deferred income taxes
          22,188       4,808             26,996  
Other current assets
    5,179       13,825       16,032             35,036  
 
                             
Total current assets
    55,078       201,394       507,846             764,318  
Property, plant and equipment, less accumulated depreciation
          120,655       178,931             299,586  
Goodwill
          242,699       70,331             313,030  
Intangible assets, less accumulated amortization
          82,129       60,884             143,013  
Deferred income taxes
          16,436       20,769             37,205  
Other long-lived assets
    14,154       3,054       46,218             63,426  
Investment in subsidiaries
    853,555       321,200             (1,174,755 )      
 
                             
 
  $ 922,787     $ 987,567     $ 884,979     $ (1,174,755 )   $ 1,620,578  
 
                             
 
                                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
                                       
Accounts payable
  $     $ 59,846     $ 109,917     $     $ 169,763  
Accrued liabilities
    15,552       57,423       68,947             141,922  
Current maturities of long-term debt
    46,268                         46,268  
 
                             
Total current liabilities
    61,820       117,269       178,864             357,953  
Long-term debt
    543,942                         543,942  
Postretirement benefits
          35,000       86,745             121,745  
Other long-term liabilities
    27,636       9,581       8,673             45,890  
Intercompany accounts
    238,152       (527,873 )     289,721              
Total stockholders’ equity
    51,237       1,353,590       320,976       (1,174,755 )     551,048  
 
                             
 
  $ 922,787     $ 987,567     $ 884,979     $ (1,174,755 )   $ 1,620,578  
 
                             

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Supplemental Condensed Consolidating Statements of Operations
                                         
    Three Months Ended October 3, 2010  
                    Non-              
            Guarantor     Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
                    (In thousands)                  
Revenues
  $     $ 257,339     $ 193,624     $ (39,491 )   $ 411,472  
Cost of sales
          (175,235 )     (150,033 )     39,491       (285,777 )
 
                             
Gross profit
          82,104       43,591             125,695  
Selling, general and administrative expenses
    (83 )     (47,417 )     (23,892 )           (71,392 )
Research and development
          (7,222 )     (7,572 )           (14,794 )
Amortization of intangibles
          (2,279 )     (1,873 )           (4,152 )
Income from equity method investment
                3,053             3,053  
 
                             
Operating income (loss)
    (83 )     25,186       13,307             38,410  
Interest expense
    (11,562 )     110       (327 )           (11,779 )
Interest income
    44       48       35             127  
Intercompany income (expense)
    2,661       (3,175 )     514              
Income (loss) from equity investment in subsidiaries
    25,035       10,658             (35,693 )      
 
                             
Income (loss) from continuing operations before taxes
    16,095       32,827       13,529       (35,693 )     26,758  
Income tax benefit (expense)
    4,661       (7,792 )     (2,871 )           (6,002 )
 
                             
Income (loss) from continuing operations
    20,756       25,035       10,658       (35,693 )     20,756  
Loss from discontinued operations, net of tax
    (151 )                       (151 )
 
                             
Net income (loss)
  $ 20,605     $ 25,035     $ 10,658     $ (35,693 )   $ 20,605  
 
                             

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    Three Months Ended September 27, 2009  
                    Non-              
            Guarantor     Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
                    (In thousands)                  
Revenues
  $     $ 186,779     $ 212,051     $ (43,671 )   $ 355,159  
Cost of sales
          (128,348 )     (162,409 )     43,671       (247,086 )
 
                             
Gross profit
          58,431       49,642             108,073  
Selling, general and administrative expenses
    (123 )     (38,469 )     (32,897 )           (71,489 )
Research and development
          (7,320 )     (6,841 )           (14,161 )
Amortization of intangibles
          (2,026 )     (1,957 )           (3,983 )
Income from equity method investment
                2,418             2,418  
 
                             
Operating income (loss)
    (123 )     10,616       10,365             20,858  
Interest expense
    (12,440 )     154       (289 )           (12,575 )
Interest income
    48       21       130             199  
Intercompany income (expense)
    3,042       1,647       (4,689 )            
Income (loss) from equity investment in subsidiaries
    (1,514 )     (3,801 )           5,315        
 
                             
Income (loss) before taxes
    (10,987 )     8,637       5,517       5,315       8,482  
Income tax benefit (expense)
    3,511       (10,151 )     (9,318 )           (15,958 )
 
                             
Net income (loss)
  $ (7,476 )   $ (1,514 )   $ (3,801 )   $ 5,315     $ (7,476 )
 
                             
                                         
    Nine Months Ended October 3, 2010  
                    Non-              
            Guarantor     Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
                    (In thousands)                  
Revenues
  $     $ 685,543     $ 667,123     $ (114,705 )   $ 1,237,961  
Cost of sales
          (474,332 )     (508,434 )     114,705       (868,061 )
 
                             
Gross profit
          211,211       158,689             369,900  
Selling, general and administrative expenses
    (465 )     (133,209 )     (86,101 )           (219,775 )
Research and development
          (20,486 )     (22,505 )           (42,991 )
Amortization of intangibles
          (6,851 )     (5,707 )           (12,558 )
Income from equity method investment
                8,905             8,905  
 
                             
Operating income (loss)
    (465 )     50,665       53,281             103,481  
Interest expense
    (38,852 )     174       (234 )           (38,912 )
Interest income
    118       54       274             446  
Other income
                1,465             1,465  
Intercompany income (expense)
    8,326       (9,146 )     820              
Income (loss) from equity investment in subsidiaries
    70,977       42,936             (113,913 )      
 
                             
Income (loss) from continuing operations before taxes
    40,104       84,683       55,606       (113,913 )     66,480  
Income tax benefit (expense)
    12,362       (13,706 )     (12,670 )           (14,014 )
 
                             
Income (loss) from continuing operations
    52,466       70,977       42,936       (113,913 )     52,466  
Loss from discontinued operations, net of tax
    (442 )                       (442 )
 
                             
Net income (loss)
  $ 52,024     $ 70,977     $ 42,936     $ (113,913 )   $ 52,024  
 
                             

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    Nine Months Ended September 27, 2009  
                    Non-              
            Guarantor     Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
                    (In thousands)                  
Revenues
  $     $ 540,591     $ 602,374     $ (115,473 )   $ 1,027,492  
Cost of sales
          (368,426 )     (473,755 )     115,473       (726,708 )
 
                             
Gross profit
          172,165       128,619             300,784  
Selling, general and administrative expenses
    (287 )     (110,154 )     (105,324 )           (215,765 )
Research and development
          (21,961 )     (22,877 )           (44,838 )
Amortization of intangibles
          (6,076 )     (5,683 )           (11,759 )
Income from equity method investments
                4,403             4,403  
Asset impairment
          (4,040 )     (22,136 )           (26,176 )
Loss on sale of assets
                (17,184 )           (17,184 )
 
                             
Operating income (loss)
    (287 )     29,934       (40,182 )           (10,535 )
Interest expense
    (28,630 )     225       (388 )           (28,793 )
Interest income
    104       106       591             801  
Other expense
    (1,541 )                       (1,541 )
Intercompany income (expense)
    9,026       (10,531 )     1,505              
Income (loss) from equity investment in subsidiaries
    (31,303 )     (39,923 )           71,226        
 
                             
Income (loss) before taxes
    (52,631 )     (20,189 )     (38,474 )     71,226       (40,068 )
Income tax benefit (expense)
    7,815       (11,114 )     (1,449 )           (4,748 )
 
                             
Net income (loss)
  $ (44,816 )   $ (31,303 )   $ (39,923 )   $ 71,226     $ (44,816 )
 
                             

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Supplemental Condensed Consolidating Statements of Cash Flows
                                 
    Nine Months Ended October 3, 2010  
                    Non-        
            Guarantor     Guarantor        
    Issuer     Subsidiaries     Subsidiaries     Total  
            (In thousands)          
Net cash provided by (used for) operating activities
  $ 86,272     $ 20,187     $ (51,048 )   $ 55,411  
Cash flows from investing activities:
                               
Capital expenditures
          (10,142 )     (9,056 )     (19,198 )
Proceeds from disposal of tangible assets
          2,314       18       2,332  
Cash provided by other investing activities
    163                   163  
 
                       
Net cash provided by (used for) investing activities
    163       (7,828 )     (9,038 )     (16,703 )
 
                               
Cash flows from financing activities:
                               
Payments under borrowing arrangements
    (46,268 )                 (46,268 )
Cash dividends paid
    (7,052 )                 (7,052 )
Tax deficiency related to share-based compensation
    (239 )                 (239 )
Proceeds from exercises of stock options
    720                   720  
Cash received upon termination of derivative instruments
    4,217                   4,217  
 
                       
Net cash used for financing activities
    (48,622 )                 (48,622 )
 
Effect of currency exchange rate changes on cash and cash equivalents
                (2,884 )     (2,884 )
 
                       
Increase (decrease) in cash and cash equivalents
    37,813       12,359       (62,970 )     (12,798 )
Cash and cash equivalents, beginning of period
    49,878       8,977       250,024       308,879  
 
                       
Cash and cash equivalents, end of period
  $ 87,691     $ 21,336     $ 187,054     $ 296,081  
 
                       

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    Nine Months Ended September 27, 2009  
                    Non-        
            Guarantor     Guarantor        
    Issuer     Subsidiaries     Subsidiaries     Total  
            (In thousands)          
Net cash provided by (used for) operating activities
  $ 90,627     $ (24,900 )   $ 54,209     $ 119,936  
Cash flows from investing activities:
                               
Capital expenditures
          (15,141 )     (11,037 )     (26,178 )
Proceeds from disposal of tangible assets
          (18 )     385       367  
 
                       
Net cash used for investing activities
          (15,159 )     (10,652 )     (25,811 )
 
Cash flows from financing activities:
                               
Borrowings under credit arrangements
    193,732                   193,732  
Payments under borrowing arrangements
    (193,732 )                 (193,732 )
Debt issuance costs
    (11,810 )                 (11,810 )
Cash dividends paid
    (7,037 )                 (7,037 )
Tax deficiency related to share-based compensation
    (1,507 )                 (1,507 )
Proceeds from exercises of stock options
    23                   23  
 
                       
Net cash used for financing activities
    (20,331 )                 (20,331 )
 
Effect of currency exchange rate changes on cash and cash equivalents
                10,585       10,585  
 
                       
Increase (decrease) in cash and cash equivalents
    70,296       (40,059 )     54,142       84,379  
Cash and cash equivalents, beginning of period
    130       57,522       169,761       227,413  
 
                       
Cash and cash equivalents, end of period
  $ 70,426     $ 17,463     $ 223,903     $ 311,792  
 
                       

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We design, manufacture, and market cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics.
We consider revenue growth, operating income percentage, 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 2010 have had varying effects on our financial condition, results of operations, and cash flows.
Global Restructuring Activities
During 2010, we continued to implement our plan to streamline our manufacturing, sales, and administrative functions. We recognized severance costs primarily in the Americas segment totaling $1.1 million in the nine months ended October 3, 2010 related to these restructuring activities and the closure of one of our two manufacturing plants in Leominster, Massachusetts. We do not expect to recognize any additional severance costs related to these restructuring activities.
Commodity prices
Our operating results can be affected by changes in prices of commodities, primarily copper 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 copper 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 are estimates.
Derivatives and hedging activities
During the three months ended October 3, 2010, we terminated all of our derivative instruments. We recognized a loss on the termination of $1.4 million, and we received cash of $4.2 million related to the termination. As a result of the termination, there were no outstanding derivatives as of October 3, 2010. The net effect of the gains and losses on our derivative instruments, including the termination of our derivative instruments, during the three and nine months ended October 3, 2010 was a loss of $0.2 million and $2.9 million, respectively, which is included in interest expense in the Consolidated Statements of Operations. See Note 8 for further discussion.
Share-Based Compensation
We provide certain employees with share-based compensation in the form of stock options, stock appreciation rights, restricted stock units with service vesting conditions, and restricted stock units with performance vesting conditions. At October 3, 2010, the total unrecognized compensation cost related to

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all nonvested awards was $19.2 million. That cost is expected to be recognized over a weighted-average period of 2.7 years.
Subsequent Events
On October 21, 2010, we entered into a definitive agreement to acquire the LRC Electronics division of Thomas & Betts Corporation for approximately $78.0 million cash, subject to certain adjustments. LRC Electronics is a leading designer, manufacturer, and marketer of communications connectors, hardware, and other components for customers primarily in the broadcast and telecommunications industries. We anticipate that this acquisition will be funded with available cash. The transaction is subject to customary closing conditions and regulatory review, and it is expected to be completed by the end of the calendar year.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or cash flows.
Recent Accounting Pronouncements
Discussion regarding recent accounting pronouncements is included in Note 1 to the Consolidated Financial Statements.
Critical Accounting Policies
During the nine months ended October 3, 2010:
  Our critical accounting policy regarding revenue recognition was updated as a result of the adoption of new accounting guidance, as discussed in Note 1 to the Consolidated Financial Statements. We also added a new critical accounting policy regarding derivatives and hedging activities, as discussed below. We did not change any of our other existing critical accounting policies from those listed in our 2009 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.
We are exposed to various market risks, including fluctuations in interest rates. At various times, we use interest rate agreements to manage our costs and reduce our exposure to interest rate risk. During the three months ended October 3, 2010, we terminated all of our outstanding interest rate agreements.
We report all outstanding derivative instruments on the balance sheet at fair value. Derivative instruments, such as our previously outstanding interest rate swaps, may be designated as a hedge of the

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exposure to changes in the fair value of an asset or liability if the hedging relationship is expected to be highly effective in offsetting changes in fair value attributable to the hedged risk during the period of designation. If a derivative is designated as a fair value hedge, the gain or loss on the derivative and the offsetting loss or gain on the hedged asset, liability or firm commitment are recognized in earnings. Gains or losses on derivative instruments recognized in earnings are reported in the same line item as the associated hedged transaction in the Consolidated Statements of Operations. If a derivative has not been designated as part of a hedging relationship, such as our previously outstanding interest rate cap, it is recorded at fair value with changes in fair value recognized in earnings.
Results of Operations
Consolidated Continuing Operations
                                                 
    Three Months Ended             Nine Months Ended        
    October 3,     September 27,     %     October 3,     September 27,     %  
    2010     2009     Change     2010     2009     Change  
    (In thousands, except percentages)  
Revenues
  $ 411,472     $ 355,159       15.9 %   $ 1,237,961     $ 1,027,492       20.5 %
Gross profit
    125,695       108,073       16.3 %     369,900       300,784       23.0 %
Selling, general and administrative expenses
    71,392       71,489       -0.1 %     219,775       215,765       1.9 %
Research and development
    14,794       14,161       4.5 %     42,991       44,838       -4.1 %
Income from equity method investments
    3,053       2,418       26.3 %     8,905       4,403       102.2 %
Operating income (loss)
    38,410       20,858       84.1 %     103,481       (10,535 )     1082.3 %
Income (loss) from continuting operations before taxes
    26,758       8,482       215.5 %     66,480       (40,068 )     265.9 %
Net income (loss)
    20,605       (7,476 )     375.6 %     52,024       (44,816 )     216.1 %
Revenues increased in the three and nine months ended October 3, 2010 for the following reasons:
  An increase in unit sales volume due to broad-based market improvements resulted in a revenue increase of $39.8 million and $141.5 million, respectively.
 
  An increase in sales prices, primarily attributable to increases in copper prices partially offset by decreases in sales prices due to competitive market pressures, resulted in a revenue increase of $17.0 million and $56.8 million, respectively.
 
  Acquisitions contributed $3.7 million and $10.7 million of revenue, respectively.
 
  The recognition of previously deferred revenue associated with the Wireless segment resulted in a revenue increase of $3.6 million and $15.8 million, respectively.
Foreign currency translation was unfavorable for the three months ended October 3, 2010, and resulted in a $7.8 million decrease in revenues. Foreign currency translation was favorable for the nine months ended October 3, 2010, and resulted in a $3.4 million increase in revenue. The positive impact that the factors listed above had on the revenue comparison for the nine months ended October 3, 2010 was partially offset by $17.7 million of lost sales due to dispositions in Europe during 2009.
Gross profit increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to the increases in revenue as discussed above and decreases in severance and other restructuring costs. In the three and nine months ended October 3, 2010, cost of sales included $1.7 million and $11.4 million, respectively, of severance and other restructuring costs compared to $5.7 million and $28.4 million, respectively, in the comparable periods of 2009. These costs were due to global restructuring actions to streamline our manufacturing functions worldwide in an effort to reduce costs and mitigate the weakening demand experienced throughout the global economy.

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The increase in selling, general, and administrative expenses in the nine months ended October 3, 2010 is due to higher payroll and incentive compensation costs, as well as higher discretionary spending for items such as consulting fees, travel costs, and advertising. The increase in these costs was partially offset by a reduction in severance and other restructuring charges. We recognized $12.8 million of severance and other restructuring costs in the nine months ended September 27, 2009, as compared to $0.3 million in the nine months ended October 3, 2010.
The increase in research and development costs in the three months ended October 3, 2010 is primarily due to higher discretionary spending for items such as consulting fees. The decrease in research and development costs in the nine months ended October 3, 2010 is primarily due to lower severance costs. In the nine months ended September 27, 2009, research and development included $1.7 million of severance costs. Research and development costs did not include any severance costs during the nine months ended October 3, 2010.
Income from our equity method investment increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to overall improved performance of a joint venture in China associated with our EMEA segment.
During the first nine months of 2009, we recognized asset impairment losses totaling $26.2 million primarily related to a German cable business that we sold in the second quarter of 2009. We did not recognize any asset impairment losses during the first nine months of 2010.
During the first nine months of 2009, we sold a 95% ownership interest in a German cable business. The sales price was $0.4 million, and we recognized a loss of $17.2 million on the transaction. We did not have any significant gains or losses on the sale of assets during the first nine months of 2010.
Operating income increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to the increase in revenues and gross profit and the decrease in severance and other restructuring costs, asset impairment losses, and losses on the sale of assets as discussed above. Operating income also increased due to the benefits of our restructuring actions and the successful execution of our regional manufacturing and Lean enterprise strategies.
Income from continuing operations before income taxes increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to the increases in operating income, as discussed above. In addition, we recognized $1.5 million of other income during the nine months ended October 3, 2010 due to an escrow settlement related to a prior acquisition. We recognized $1.5 million of other expense in the nine months ended September 27, 2009 due to fees paid related to an amendment of our senior secured credit facility. The increases in income from continuing operations before income taxes were partially offset by the recognition of $0.2 million and $2.9 million of net losses on derivatives and hedging instruments within interest expense for the three and nine months ended October 3, 2010, respectively.
Income tax expense increased to $14.0 million for the nine months ended October 3, 2010 from $4.7 million for the nine months ended September 27, 2009. Our effective tax rate for the nine months ended October 3, 2010 increased to 21.1%. This increase is primarily attributable to the increase in income before taxes as well as the impact of the income tax benefit associated with the loss on sale of a German cable business in 2009.

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Americas Segment
                                                 
    Three Months Ended             Nine Months Ended        
    October 3,     September             October 3,     September        
    2010     27, 2009     % Change     2010     27, 2009     % Change  
                    (In thousands, except percentages)                  
Total revenues
  $ 243,868     $ 205,129       18.9 %   $ 723,590     $ 592,952       22.0 %
Operating income
    37,708       31,153       21.0 %     103,224       89,332       15.6 %
as a percent of total revenues
    15.5 %     15.2 %             14.3 %     15.1 %        
Americas total revenues, which include affiliate revenues, increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to higher unit sales volume of $23.2 million and $70.0 million, respectively. Higher selling prices, primarily attributable to increases in copper prices partially offset by decreases in sales prices due to competitive market pressures, contributed $10.9 million and $31.7 million, respectively, to the increase in revenues. The increase in revenues was also due to favorable currency translation of $2.2 million and $13.6 million, respectively, resulting primarily from the Canadian dollar strengthening against the U.S. dollar. Acquisitions contributed $3.7 million and $10.7 million, respectively, of the increase in revenues. Changes in affiliate sales resulted in a $1.3 million decrease and a $4.6 million increase in revenues, respectively.
Operating income increased in the three and nine months ended October 3, 2010 primarily due to the increase in revenues as discussed above. Operating income also increased due to the reduction in asset impairment losses. In the nine months ended September 27, 2009, the segment recognized $3.6 million of asset impairment losses. The segment did not recognize any asset impairment losses in the nine months ended October 3, 2010. Furthermore, operating income increased in the three months ended October 3, 2010 due to the reduction in severance and other restructuring charges. In the three months ended October 3, 2010, the segment recognized severance and other restructuring charges of $1.3 million, compared to $4.1 million in the three months ended September 27, 2009.
The operating income percentage for the nine months ended October 3, 2010 decreased due to higher copper prices. As noted previously, as we raise selling prices to customers to cover the increase in costs of inventory due to higher commodity prices, it results in higher sales revenue but lower operating income percentage. The operating income percentage also decreased due to competitive market pressures that resulted in lower pricing, exclusive of pricing changes due to copper prices.
EMEA Segment
                                                 
    Three Months Ended             Nine Months Ended        
    October 3,     September             October 3,     September        
    2010     27, 2009     % Change     2010     27, 2009     % Change  
                    (In thousands, except percentages)                  
Total revenues
  $ 111,104     $ 94,111       18.1 %   $ 326,470     $ 293,991       11.0 %
Operating income (loss)
    18,346       8,014       128.9 %     52,240       (46,626 )     212.0 %
as a percent of total revenues
    16.5 %     8.5 %             16.0 %     -15.9 %        
EMEA total revenues, which include affiliate revenues, increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to higher unit sales volume of $17.2 million and $44.3 million, respectively. Higher affiliate sales contributed $7.6 million and $14.6 million, respectively, of the increase in revenues. Changes in selling prices contributed $1.6 million and $1.4 million, respectively, to the increase in revenues. These increases were partially offset by decreases in revenues due to foreign currency translation and asset divestitures. Revenue decreased by $9.4 million and $10.1 million, respectively, due to the impact of unfavorable currency translation, primarily from the

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U.S. dollar strengthening against the euro. Revenue decreased by $17.7 million for the nine months ended October 3, 2010 due to lost sales from asset dispositions in 2009.
Operating income increased in the three and nine months ended October 3, 2010 due to the increase in revenues as discussed above. Operating income also increased due to reductions in asset impairment losses, losses on the sale of assets, and severance and other restructuring costs. In the nine months ended September 27, 2009, the segment recognized asset impairment losses of $21.6 million. There were no asset impairment losses recorded in the three and nine months ended October 3, 2010. In the nine months ended September 27, 2009, the segment recognized losses on the sale of a German cable business of $17.2 million. There were no losses on the sale of assets in the three and nine months ended October 3, 2010. In the three and nine months ended September 27, 2009, the segment recognized severance and other restructuring costs of $4.0 million and $31.5 million, respectively, primarily related to our global restructuring actions. In the three and nine months ended October 3, 2010, the segment recognized severance and other restructuring costs of $0.4 million and $1.9 million, respectively, related to our global restructuring actions.
Asia Pacific Segment
                                                 
    Three Months Ended             Nine Months Ended        
    October 3,     September             October 3,     September        
    2010     27, 2009     % Change     2010     27, 2009     % Change  
                    (In thousands, except percentages)                  
Total revenues
  $ 74,397     $ 67,102       10.9 %   $ 231,851     $ 170,956       35.6 %
Operating income
    10,693       6,700       59.6 %     28,146       18,296       53.8 %
as a percent of total revenues
    14.4 %     10.0 %             12.1 %     10.7 %        
Asia Pacific total revenues, which include affiliate revenues, increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to higher unit sales volume of $3.4 million and $37.0 million, respectively. Higher selling prices, primarily attributable to increases in copper prices partially offset by decreases in sales prices due to competitive market pressures, resulted in revenue increases of $4.5 million and $23.9 million, respectively. The remaining fluctuations in revenue were primarily due to foreign currency translation.
Operating income increased in the three and nine months ended October 3, 2010 due to the increase in revenues as discussed above. Operating income also increased due to reductions in asset impairment losses. In the nine months ended September 27, 2009, the segment recognized asset impairment losses of $1.0 million. There were no asset impairment losses recorded in the nine months ended October 3, 2010.
Wireless Segment
                                                 
    Three Months Ended             Nine Months Ended        
    October 3,     September             October 3,     September        
    2010     27, 2009     % Change     2010     27, 2009     % Change  
                    (In thousands, except percentages)                  
Total revenues
  $ 14,545     $ 14,910       -2.4 %   $ 46,047     $ 40,147       14.7 %
Operating loss
    (2,727 )     (6,644 )     59.0 %     (8,561 )     (22,944 )     62.7 %
as a percent of total revenues
    -18.7 %     -44.6 %             -18.6 %     -57.1 %        
Sales transactions from our Wireless segment often involve multiple elements in which a portion of the sales proceeds are deferred and recognized ratably over the period related to the last delivered element. As discussed in Note 1, effective January 1, 2010 we adopted new accounting guidance regarding revenue recognition for multiple element arrangements which results in less deferred revenue for the Wireless segment. As of October 3, 2010, total deferred revenue and deferred cost of sales were $7.9 million and

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$1.8 million, respectively. The deferred revenue and deferred cost of sales are expected to be amortized over various periods ranging from one to five years.
The changes in the deferred revenue and deferred cost of sales balances are as follows (in thousands):
                         
    Deferred     Deferred Cost     Deferred Gross  
    Revenue     of Sales     Profit  
Balance, December 31, 2009
  $ 22,730     $ 8,306     $ 14,424  
Balance, October 3, 2010
    7,959       1,827       6,132  
 
                 
Decrease
  $ (14,771 )   $ (6,479 )   $ (8,292 )
 
                 
 
                       
Balance, December 31, 2008
  $ 20,166     $ 7,270     $ 12,896  
Balance, September 27, 2009
    21,009       7,784       13,225  
 
                 
Increase
  $ 843     $ 514     $ 329  
 
                 
The deferred revenue balance decreased by $3.5 million and $14.8 million compared to July 4, 2010 and December 31, 2009. This decrease in deferred revenue was due to the recognition of previously deferred revenue in excess of new deferred revenue transactions during the period. New deferred revenue transactions decreased as a result of the adoption of the new accounting guidance referred to above.
Wireless total revenues decreased by $0.4 million in the three months ended October 3, 2010 from the comparable period of 2009. The decrease in revenue was due to lower unit sales volume, partially offset by the recognition of previously deferred revenue. Wireless total revenues increased by $5.9 million in the nine months ended October 3, 2010 from the comparable period of 2009. The increase in revenue was due to the recognition of previously deferred revenue, partially offset by lower unit sales volume. Lower unit sales volume in the periods was primarily due to lower sales to the Wireless segment’s Original Equipment Manufacturer partners. Trapeze branded sales of the Wireless segment’s products increased compared to the prior periods.
Operating loss improved in the three and nine months ended October 3, 2010. The adoption of the new accounting guidance resulted in $2.6 million and $6.4 million of the improvement in operating loss, respectively. In addition, selling, general, and administrative expenses, and research and development expenses decreased by $3.6 million and $8.7 million, respectively, from the comparable periods of 2009 due to the benefit of cost savings initiatives. Operating loss for the nine months ended October 3, 2010 also improved due to the increase in revenues for the period.
We expect that the Wireless segment operating loss will continue to be positively impacted by the adoption of the new revenue recognition guidance for the remainder of fiscal year 2010. We expect the positive impact for our fiscal fourth quarter to be similar to the impact experienced in the first three quarters of 2010. We do not expect that the impact of the new revenue recognition guidance will be significant in periods beyond 2010. The recognition period of our deferred revenue and deferred cost of sales for the majority of our arrangements is one year. However, the recognition period can range up to five years in some instances.

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Corporate Expenses
                                                 
    Three Months Ended             Nine Months Ended        
    October 3,     September             October 3,     September        
    2010     27, 2009     % Change     2010     27, 2009     % Change  
                    (In thousands, except percentages)                  
Total corporate expenses
  $ 13,245     $ 10,141       30.6 %   $ 39,421     $ 27,808       41.8 %
Corporate expenses include administrative and other costs that are not allocated to the segments. These expenses increased in the three and nine months ended October 3, 2010 from the comparable periods of 2009 due to higher payroll and incentive compensation costs, and other discretionary items such as consulting fees, advertising, travel, and training costs. The higher costs were due in part to our continued investments in our lean enterprise initiatives and Market Delivery System.
Discontinued Operations
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. In the three and nine months ended October 3, 2010, we recognized $0.2 million and $0.7 million of interest expense, respectively ($0.1 million and $0.4 million net of tax, respectively) related to the uncertain tax positions, which is included in discontinued operations. Due to the utilization of other net operating loss carryforwards, we did not recognize interest expense related to this reserve in the comparable periods of 2009.
Liquidity and Capital Resources
Significant factors that have affected or may affect our cash liquidity include: (1) cash provided by operating activities; (2) disposals of tangible assets; (3) exercises of stock options; (4) cash used for business acquisitions, restructuring actions, capital expenditures, share repurchases and dividends; and (5) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash throughout 2010 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions for our retirement plans, quarterly dividend payments, severance payments from our restructuring actions, and our short-term operating strategies. Economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing could affect our ability to continue to fund our future needs from business operations.

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The following table is derived from our Consolidated Cash Flow Statements:
                 
    Nine Months Ended  
    October 3, 2010     September 27, 2009  
    (In thousands)  
Net cash provided by (used for):
               
Operating activities
  $ 55,411     $ 119,936  
Investing activities
    (16,703 )     (25,811 )
Financing activities
    (48,622 )     (20,331 )
Effects of currency exchange rate changes on cash and cash equivalents
    (2,884 )     10,585  
 
           
 
               
Increase (decrease) in cash and cash equivalents
    (12,798 )     84,379  
Cash and cash equivalents, beginning of period
    308,879       227,413  
 
           
 
               
Cash and cash equivalents, end of period
  $ 296,081     $ 311,792  
 
           
Net cash provided by operating activities, a key source of our liquidity, decreased by $64.5 million in the nine months ended October 3, 2010 from the comparable period of 2009. The most significant factor impacting the decrease was the change in operating assets and liabilities. For the nine months ended October 3, 2010, changes in operating assets and liabilities were a use of cash of $39.3 million, as compared to a source of cash of $77.3 million in the comparable period of 2009. An increase in accounts receivable represented the largest unfavorable change in operating assets and liabilities compared to the prior year. Accounts receivable were a use of cash for the period due to the 20% increase in revenues year-over-year. While accounts receivable increased consistent with the revenue growth, our days’ sales outstanding improved from 65 days’ sales outstanding as of September 27, 2009 to 64 days’ sales outstanding as of October 3, 2010. 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. We also experienced an unfavorable change in inventories compared to the prior year. While inventories were a use of cash for the period due to the increase in revenues year-over-year, our inventory turns improved from 6.6 turns as of September 27, 2009 to 6.8 turns as of October 3, 2010. We calculate inventory turns by dividing annualized cost of sales for the quarter by the inventory balance at the end of the quarter. The impact of the unfavorable change in operating assets and liabilities was partially offset by the increase in net income from the prior year.
Net cash used for investing activities totaled $16.7 million in the first nine months of 2010 compared to $25.8 million in the first nine months of 2009. Investing activities in the first nine months of 2010 primarily related to expenditures for capacity enhancements and relocations pursuant to our regional manufacturing initiatives as well as enterprise resource planning software. Capital expenditures in the first nine months of 2010 were partially offset by the receipt of proceeds from the sale of certain real estate in the EMEA segment. Investing activities in the first nine months of 2009 primarily related to capital expenditures for enterprise resource planning software and capacity enhancements at certain locations. We anticipate that future capital expenditures will be funded with available cash.
Net cash used for financing activities in the first nine months of 2010 totaled $48.6 million compared to $20.3 million in the first nine months of 2009. This change is primarily due to the repayment of $46.3 million of outstanding borrowings under our revolving credit facility during the first nine months of 2010. This change was partially offset by the receipt of $4.2 million of cash upon termination of our derivative instruments during the first nine months of 2010 and the payment of $11.8 million of debt issuance costs during the first nine months of 2009.

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     Our outstanding debt obligations as of October 3, 2010 consisted of $350.0 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 October 3, 2010, there were no outstanding borrowings under our senior secured credit facility, and we had $204.6 million in available borrowing capacity. We were in compliance with all of the amended covenants of the facility as of October 3, 2010. Additional discussion regarding our various borrowing arrangements is included in Note 7 to the Consolidated Financial Statements.

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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, operating income percentages, 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. The current global economic slowdown has adversely affected our results of operations and may continue to do so. 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 our 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, including wireless; variability in our quarterly and annual effective tax rates; changes in accounting rules and interpretation of these 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, and other materials; energy costs; our ability 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; variability associated with derivative and hedging instruments; 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, 2009 filed with the Securities and Exchange Commission on February 26, 2010. 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 interest rates. At various times, we use interest rate agreements to manage our costs and reduce our exposure to interest rate risk. During the three months ended October 3, 2010, we terminated all of our outstanding interest rate agreements.
The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal amounts of long-term debt by expected maturity dates and fair values as of October 3, 2010.

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    Principal Amount by Expected Maturity     Fair  
Long Term Debt   2010     Thereafter     Total     Value  
    (In thousands, except interest rates)  
Fixed-rate senior subordinated notes
  $     $ 350,000     $ 350,000     $ 355,300  
Average interest rate
            7.00 %                
 
                               
Fixed-rate senior subordinated notes
  $     $ 200,000     $ 200,000     $ 218,000  
Average interest rate
            9.25 %                
 
                               
Variable-rate senior secured credit facility
  $     $     $     $  
Item 7A of our 2009 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, 2009.
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, 76 of which are pending as of October 27, 2010, in which we are one of many defendants. Electricians have filed a majority of these cases, primarily in Illinois and Pennsylvania, 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 October 27, 2010, we have been dismissed, or reached agreement to be dismissed, in more than 395 similar cases without any going to trial, and with a relatively 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.
Item 1A: Risk Factors
There have been no material changes with respect to risk factors as previously disclosed in our 2009 Annual Report on Form 10-K, except as noted below. The information below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K.
We are subject to interest rate risk and counterparty credit risk.
We are exposed to various market risks, including fluctuations in interest rates. At various times, we use interest rate agreements to manage our costs and reduce our exposure to interest rate risk. During the three months ended October 3, 2010, we terminated all of our outstanding interest rate agreements. As a result, as of October 3, 2010, all of our outstanding borrowings were subject to fixed interest rates. We do not expect changes in interest rates to have a material effect on income or cash flows in 2010.
Our outstanding borrowing agreements expose us to credit risk to the extent that the counterparties to our agreements may be unable to meet the terms of the agreements. We seek to mitigate such risks by limiting the counterparties to major financial institutions. If a counterparty to our senior secured credit facility was unable to perform, it could negatively impact our access to borrowings in the future. As of October 3, 2010, there were no outstanding borrowings under the facility, and we had $204.6 million in available borrowing capacity.

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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: November 12, 2010  By:   /s/ John S. Stroup    
    John S. Stroup   
    President, Chief Executive Officer and Director   
 
     
Date: November 12, 2010  By:   /s/ Gray G. Benoist    
    Gray G. Benoist   
    Senior Vice President, Finance, Chief Financial
Officer, and Chief Accounting Officer 
 

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