UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
   
(Mark One)  
þ
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 20042005
or
o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from          to
Commission file no.FileNo. 001-12561
BELDEN CDT INC.
(Exact Name of Registrant as Specified in Its Charter)
   
Delaware
 36-3601505
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S.IRS Employer
Identification No.)
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
   
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock, $.01 par value The New York Stock Exchange
Preferred Stock Purchase Rights The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
 Indicate by check mark whether
The registrant (1) is a well-known seasoned issuer, (2) is required to file reports pursuant to Section 13 or 15(d) of the registrant (1)Securities Exchange Act of 1934 (the “Act”), (3) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2)(4) has been subject to such filing requirements for the past 90 days.     Yes þ          No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  o
 Indicate by check mark whether the
The registrant is ana large accelerated filer (as defined Rule 12b-2 of the Act).     Yes þ          No oand is not a shell company.
 
At June 30, 2004,2005, the aggregate market value of Common Stock of Belden CDT Inc. (the accounting acquirer in the July 15, 2004 merger involving the registrant) held by non-affiliates was $539,999,226$966,684,045 based on the closing price ($21.43)21.20) of such stock on such date.
 
There were 47,002,80142,633,092 shares of registrant’s Common Stock outstanding on March 1, 2005.2006.
DOCUMENTS INCORPORATED BY REFERENCE
 
The registrant intends to file a definitive proxy statement for its annual meeting of stockholders within 120 days of the end of the fiscal year ended December 31, 20042005 (the “Proxy Statement”). Portions of such proxy statement are incorporated by reference into Part III.
 


TABLE OF CONTENTS
       
Form 10-K
    
Item No.
 
Name of Item
 Page
 
 Business 3
Risk Factors11
Unresolved Staff Comments15
 Properties 1216
 Legal Proceedings 1217
 Submission of Matters to a Vote of Security Holders 1317
 
 Market for Registrant’s Common Equity and Related Shareholder Matters 1317
 Selected Financial Data 1519
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 1519
 Quantitative and Qualitative Disclosures about Market Risk 4447
 Financial Statements and Supplementary Data 4750
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9997
 Controls and Procedures 9997
 Other Information 10299
 
 Directors and Executive Officers of the Registrant 10299
 Executive Compensation 10299
 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 10299
 Certain Relationships and Related Transactions 10299
 Principal Accountant Fees and Services 10299
 
 Exhibits and Financial Statement Schedules 10299
 110107
 111109
 Restated Certificate of Incorporation of Belden CDT Inc.
Amendment to Cable Design Technologies Corp 2001 Long-Term Cash Performance Plan
Annual Cash Incentive Plan
 LetterFirst Amendment to the Retirement Savings Plan
Second Amendment to the Retirement Savings Plan
Indemnification Agreement
Code of Ernst & Young LLPEthics
 List of Subsidiaries of Belden CDT Inc.
 Consent of Ernst & Young LLP
 Powers of Attorney from Members of the Board of Directors
 Rule 13a-149a)/15d-14(a) Certification of the Chief Executive OfficerCEO
 Rule 13a-149a)/15d-14(a) Certification of the Chief Financial OfficerCFO
 Section 1350 Certification of the Chief Executive OfficerCEO
 Section 1350 Certification of the Chief Financial OfficerCFO


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PART I
Item 1.Business
General
 
Belden CDT designs, manufactures and markets high-speed electronic cables, connectivity products and related items for the specialty electronics and data networking markets. We focus on segments of the worldwide cable and connectivity market that require highly differentiated, high-performance products. We add value through design, engineering, excellence in manufacturing, product quality, and customer service.
 
On July 15, 2004, Belden Inc. (Belden(Belden)) and Cable Design Technologies Corporation (CDT) completed a merger transaction pursuant to which Belden became a wholly owned subsidiary of CDT and CDT (as the surviving parent) changed its name to Belden CDT Inc. Due in part to Belden’s shareholders as a group having received a larger portion of the voting rights in the combined entity, Belden was considered the acquirer for accounting purposes. As a result, the transaction has beenwas accounted for as a reverse acquisition under the purchase method of accounting for business combinations under accounting principles generally accepted in the United States. For financial reporting purposes, the Belden historical financial statements and fiscal year are used for reporting following the merger. For federal securities law purposes, CDT (now Belden CDT) remains the reporting entity following the merger. For more information about the merger, see Note 3,Business CombinationsBelden CDT Merger, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
 
Belden CDT Inc. is a Delaware corporation incorporated in l988.1988. Its predecessoraffiliated company, Intercole Inc., began a series of more than 20 acquisitions in the wire and cable industry in 1985 with the acquisition of West Penn Wire. Other significant acquisitions by CDT included Mohawk Wire & Cable, the communication cable division of Northern Telecom Limited and HEW.1985. In 1993, CDT became a public company as it issued 3,500,000 shares of stock incompleted an initial public offering.offering of its stock.
 Belden’s history goes back even further than that of CDT. The
Belden, business, started in Chicago in 1902 as Belden Manufacturing Company, began by manufacturing silk insulated wire and insulated magnet wire. In 1980, the business was acquired by Crouse-Hinds Company and, in 1981, by Cooper Industries, Inc. (Cooper(Cooper)) as part of Cooper’s acquisition of Crouse-Hinds Company. From 1981 until July 1993, the business was operated as an unincorporated division of Cooper. In 1993, the business was transferred to Belden Wire & Cable Company, a wholly owned subsidiary of Belden Inc., in connection with the October 6, 1993 initial public offering by Cooper of 23,500,000 shares ofthe common stock of Belden Inc. Belden has since acquired numerous businesses, including Alpha Wire Company and Cable Systems International Inc. In mid-2004, Belden sold the assets of the North American operations of its former Communications segment. For more information regarding this asset sale, see Note 4,Discontinued Operations, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
 
With the merger of Belden and CDT, the Company began reporting under two business segments: Electronics and Networking. Financial information about Belden CDT’s two business segments appears in Note 22,IndustryBusiness Segments and Geographic Information, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
 
As used herein, unless a business segment is identified or the context otherwise requires, “Belden CDT”, the “Company” and “we” refer to Belden CDT Inc. and its subsidiaries as a whole.
Products
 
Belden CDT produces and sells cable and wire products, connectivity products, and other products. In each of the last three years, cable and wire products accounted for more than 90 percent of the Company’s revenues.

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Our various wirecable and cablewire configurations are produced and sold by both the Electronics business segment and the Networking business segment. These configurations include:
 • Multiconductor cables, consisting of two or more insulated conductors that are twisted into pairs or quads and cabled together, or run in a parallel configuration as a flat cable.
 
 • Coaxial cables, consisting of a central inner conductor surrounded by a concentric outer conductor or shield. A dielectric material separates the two conductors and a jacket covers the overall construction. The inner conductor is usually copper or copper-covered steel, while the outer conductor is usually a metallic tape or a wire braid.
 
 • Fiber optic cables, which transmit light signals through glass or plastic fibers. Fiber optic cables may be either multimode or single mode. We purchase coated fibers and manufacture multimode fiber optic cables for use in data networking and other applications.


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 • Lead,hook-up and other wire products.  Lead andhook-up wires consist of single insulated conductor wire that is used for electrical leads. Insulation may be extruded or laminated over bare or tinned copper conductors.
 
 • Composite cable configurations.  A composite cable may be any combination of multiconductor, coaxial, and fiber optic cables jacketed together or otherwise joined together to serve a complex application and provide ease of installation.
 
Our connectivity products are produced and sold primarily by the Networking business segment for data networking applications. Connectivity products include connectors, patch panels, and interconnect hardware and other components. They are typically sold as part of anend-to-end structured cabling solution.
 Other
Our other products include cabinets, enclosures, racks, raceways and enclosures,ties for organizing and managing cable; tubing and sleeving products to protect and organize wire and cable,cable; passive components such as Power Over Ethernet modules,modules; and services.
Markets and Products, Electronics Segment
 
Our Electronics business segment designs, manufactures and markets metallic and fiber optic wirecable and cable products,wire, with applications in a wide variety of markets. We group these into the following broader markets: Industrial; Video, Sound and Security; and Transportation and Defense (as described in more detail below). The Electronics business segment contributed approximately 63%59%, 69%63%, and 68%69% of Belden CDT’s consolidated revenues in 2005, 2004 2003 and 2002,2003, respectively.
 
Industrial.   We define the industrial market broadly to include applications ranging from advanced industrial networking and robotics to traditional instrumentation and control systems. Our products are used in discrete manufacturing and process operations involving the connection of computers, programmable controllers, robots, operator interfaces, motor drives, sensors, printers and other devices. Many industrial environments, such as petrochemical and other harsh-environment operations, require cables with exterior armor or jacketing that can endure physical abuse and exposure to chemicals, extreme temperatures and outside elements. Other applications require conductors, insulating, and jacketing materials that can withstand repeated flexing. We offer multiconductor, coaxial, fiber optic and composite cables for all these applications. We provide insulated single-conductor lead andhook-up wire, including heat-resistant PTFE lead wire for electrical leads in motors, internal wiring, and test equipment. We also supply heat-shrinkable tubing and wire management products to protect and organize wire and cable assemblies. We sell our industrial products primarily through wire specialist distributors, industrial distributors and re-distributors, and directly to original equipment manufacturers (OEMs(OEMs)).
 
Video, Sound and Security.   We manufacture a variety of multiconductor and coaxial products which distribute audio and video signals for use in broadcast television (including digital television and HDTV)high definition television), broadcast radio, pre- and post-production facilities, recording studios and public facilities such as casinos, arenas and stadiums. Our audio/video cables are also used in connection with microphones, musical instruments, audio mixing consoles, effects equipment, speakers, paging systems and consumer audio products. We offer a complete line of composite cables for the emerging market in home networking. Our

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primary market channels for these broadcast, music and entertainment products are broadcast specialty distributors and audio systems installers. We also sell directly to music OEMs and the major networks including NBC, CBS, ABC, Fox, BBC, RTL and satellite systems such as B-Sky-B. We also provide specialized cables for video surveillance systems, airport baggage screening, building access control, motion detection, public address systems, and advanced fire alarm systems. These products are sold primarily through distributors and also directly to specialty system integrators.
 
Transportation and Defense.Defense.  We provide specialized cables for use in commercial and military aircraft, including cables forfly-by-wire systems, fuel systems, and in-flight entertainment systems. Some of these products withstand extreme temperatures (up to 2000°2000º F), are highly flexible, or are highly resistant to abrasion. We work with OEMs to have our products specified on aircraft systems and sell either directly to the OEMs or to specialized distributors or subassemblers. For the automotive market, we supply specialized cables for halogen headlights, for the oxygen sensors in catalytic converters, for air-bag actuators, and for satellite radio receivers. We market a


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complete line of marine cables meeting the specialized performance and safety standards of that market. Our cables are used in highway traffic signal control systems and mass-transit systems. These automotive, marine and other transportation cables are sold primarily through distributors.
Markets and Products, Networking Segment
 
Our Networking business segment designs, manufactures and markets metallicprovides multiconductor, coaxial, and fiber optic cable products, connectors, and connectivity products. The segment also designs, manufacturescable management products in two markets: networking and sells cable products for the telecommunications market, cabinets and enclosures for network equipment, passive components such as Power Over Ethernet modules, and certain accessories for the management of cabling systems.telecommunications. The Networking business segment contributed approximately 37%41%, 31%37%, and 32%31% of Belden CDT’s consolidated revenues in 2005, 2004 2003 and 20022003 respectively.
 
Networking.   We design, manufacture and market enabling technologies for the physical communications infrastructure within and between buildings. End-use applications are hospitals, financial institutions, government, service providers, transportation, data centers, manufacturing, industrial and enterprise customers. In the Networkingnetworking market, we supply cable and connectivity productssolutions for the electronic and optical transmission of data, voice, and multimediavideo over local and wide area networks. Products infor this segmentmarket include high-performance cables (including copper multiconductor, coaxial, and fiber optic cables)10-gigabit Ethernet technologies over copper), connectors, wiring racks, panels, and interconnecting hardware, intelligent patching devices, Power over Ethernet panels, and cable management solutions for completeend-to-end network structured wiring systems. Due to the expense and difficulty of installing fiber as compared with copper cables and the cost of transmitters, repeaters and other electronics required for a fiber optic system, fiber cables have generally been limited to riser applications and backbone sections of the local area network. Copper cables, which can also be used in riser and backbone applications, are predominant in premise wiring and horizontal portions of network systems.
We offer complete cable and connectivity system solutions for the segmenttwo major types of the networking market that prefers anstructured cabling solutions: our completeend-to-end integrated product line, and we are also a significant provider of cablesolution for customers who preferlooking for superior performance, and cable alone for users preferring an open-architecture approach, in which the system integrator willopen architecture where integrators specify our copper and fiber cables for use with the connectivity components of other suppliers. Our systems are installed through a network of highly trained system integrators and are supplied locally by authorized distributors.
 Our primary channels to the Networking market include distributors and systems integrators who design and install data/voice systems.
Communications.   Within the Communicationscommunications market, we supply multiconductor and coaxial cable products that transmit voice, video, and data signals through the public telephone network. Although we exited the North American telecommunications market in 2004, we continue to provide central office cable products worldwide. We provide a full range of telecommunications wire and cable products in Europe, primarily selling directly to service providers including British Telecom, Deutsche Telecom and Matav (in Hungary) and, to a lesser extent, through distributors. We supply outside plant cable (also called exchange cable), service distribution wire and central office cable. We also provide cable cutting and inventory management services to certain telecom customers. In 2005 we announced plans to exit the copper telecom cable business in the United Kingdom; see Note 6,European Operations, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K. We exited the North American telecommunications market in 2004.
 
Also within the Communicationscommunications market, we manufacture flexible, copper-clad coaxial cable for high-speed transmission of voice, data and video (“broadband”)(broadband), used for the “drop” section of cable television (CATV(CATV)) systems and satellite direct broadcast systems (DBS). We sell CATV cable directly to multiple systems operators, who operate CATV systems throughout the world, and through CATV and electronic distributors. In Europe, we manufacture copper-based CATV trunk distribution cables that meet local

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specifications and are widely used throughout the region. We also sell coaxial cables used in connection with wireless applications, such as cellular, PCS, PCN and GPS,GPS. These broadband, CATV and wireless communication cables are sold primarily through distributors.
Customers
 
We sell to distributors and directly to OEMs and installers of equipment and systems. Sales to the distributor, Anixter International Inc., including sales by both our Electronics business segment and our Networking business segment, represented approximately 20%16% of our sales in 2004. Sales to BT Group PLC by our Networking business segment represented approximately 10% of our total sales.2005.
 
We have supply agreements with distributors and with OEM customers in the United States, Canada, Europe, and elsewhere. In general, our customers are not contractually obligated to buy our products exclusively, in minimum amounts or for a significant period of time. The loss of one or more large customers or distributors could, at least in the short term, result in lower total sales and profits. However, we believe that our relationships with our customers are satisfactory and that the customers choose Belden CDT products due to, among other reasons, the breadth of our product offering and the quality and performance characteristics of our products.


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There are potential risks in our relationships with distributors. For example, adjustments to inventory levels maintained by distributors (which adjustments may be accelerated through consolidation among distributors) may adversely affect sales on a short-term basis. Further, in both segments of our business certain distributors are allowed to return certain inventory, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. We have recorded a liability for the estimated impact of this return policy.
 
In Europe, we sell directly to telecommunications service providers, and in some cases we have long-term supply agreements, generally three years in duration. Due to the size of these contracts, the award or loss of a contract may have a material impact on the operating performance of the Company. In addition, the order pattern for these customers can vary due to their operational priorities, weather, financial condition, budget constraints, maintenance policies and other factors. During 2005, we announced plans to exit the copper telecom cable business in the United Kingdom no later than the end of our contract with British Telecom which expires in October 2006. Please see Note 6,European Operations, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
International Operations
 
Both business segments of the Company have manufacturing facilities in Canada and Europe, and both segments have sales in international markets. The Company has sales offices in Europe, Asia, and Latin America. During 2004,2005, approximately 49% of Belden CDT’s sales from continuing operations were for locations outside the United States. Our primary channels to international markets include both distributors and direct sales to end users and OEMs.
 Our international opportunities are accompanied by risks arising from economic and political considerations in the countries served.
Changes in the relative value of currencies take place from time to time and their effects on the Company’s results of operations may be favorable or unfavorable. On rare occasions, we engage in foreign currency hedging transactions to mitigate these effects. Much of the material we sell in Europe is made in Europe, reducing our currency risk for that region. For more information about Belden CDT’s foreign currency exposure management, see Note  2,Summary of Significant Accounting Policies, to the Company’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
 
The past few years have been characterized by consolidation of manufacturing operations in our industry worldwide in response to both changes in demand and improvements in productivity. A risk associated with our European manufacturing operations is the relative expense and length of time required to reduce manufacturing employment in European countries (if needed), compared with operations in the United States..
 
The Company’s foreign operations are subject to economic and political risks inherent in maintaining operations abroad such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, and adverse foreign tax laws.

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Financial information for Belden CDT by geographic area is shown in Note 22,IndustryBusiness Segments and Geographic Information, to the Company’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
Competition
 
Belden CDT faces substantial competition in its major markets. The number and size of our competitors varies depending on the product line and business segment.
 
For both our business segments, the market can be generally categorized as highly competitive with many players. Some multinational competitors have greater financial, engineering, manufacturing and marketing resources than we have. Additionally, certain international competitors operate in lower cost regions of the world, which could result in a cost advantage. There are also many regional competitors that have more limited product offerings.
 
The principal competitive factors in all our product markets are product features, availability, price, customer support and distribution coverage. The relative importance of each of these factors varies depending on the specific product category.customer. Some products are manufactured to meet published industry specifications and cannot be differentiated


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on the basis of product characteristics. We believe, however, that Belden CDT stands out in many of its markets on the basis of its customer service, delivery, product quality, and breadth of product line.
 
Although we believe that we have certain technological and other advantages over our competitors, realizing and maintaining such advantages will require continued investment in engineering, research and development, marketing and customer service and support. There can be no assurance that we will continue to make such investments or that we will be successful in maintaining such advantages.
Research and Development
 
Belden CDT engages in a continuing research and development program, including new and existing product development, testing and analysis, process and equipment development and testing, and compound materials development and testing. For information about the amount spent on research and development, see Note 2,Summary of Significant Accounting Policies, to the Company’s consolidated financial statementsConsolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
Patents and Trademarks
 
Belden CDT has a policy of seeking patents when appropriate on inventions concerning new products, product improvements and advances in equipment and processes as part of our ongoing research, development, and manufacturing activities. We own many patents and registered trademarks worldwide, with numerous others for which applications are pending. Although in the aggregate our patents and trademarks are of considerable importance to the manufacturing and marketing of many of our products, we do not consider any single patent or trademark or group of patents or trademarks to be material to the business as a whole, except for the Belden® trademark and the CDT (and design)Belden® trademarks. trademark. Belden CDT’s patents and trademarks are used by both the Electronics and the Networking business segments.
Raw Materials
 
The principal raw material used in many of our products, for both business segments, is copper. Other materials that we purchase in large quantities include Teflon®Teflon® FEP PVC, and polyethylene.polyvinyl chloride(PVC). We also use polyethylene, color chips, insulating materials such as plastic and rubber, shielding tape, plywood and plastic reels, corrugated cartons, aluminum, steel and optical fiber. With respect to all major raw materials used by the Company, we generally have either alternative sources of supply or access to alternative materials. Supplies of these materials are generally adequate and are expected to remain so for the foreseeable future.
 
In the past two years, the price of copper has risen rapidly. Materials such as PVC and other plastics derived from petrochemical feedstocks have also risen in price. Generally, we have recovered much of the higher cost of raw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices taking effect a few weeks after they are announced. Some OEM and telecom customer contracts have provisions for passing through raw material cost increases, generally with a lag of a few weeks to three months. We have been generally more successful (1) in North America than in Europe and (2) with our electronic products rather than our networking products in increasing our prices to recapture the rising cost of materials.
Belden CDT sources a minor percentage of its finished products from a network of manufacturers under private label agreements.

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For information on price risk related to copper and certain petroleum-based commodities, see Note 2,Summary of Significant Accounting Policies, and Note 18,Unconditional Purchase Obligation, to the Company’s Consolidated Financial Statements in Item 8 of this Annual Report onForm 10-K.
Backlog
 
Our business is characterized generally by short-term order and shipment schedules, and many orders are shipped from inventory. Accordingly, we do not consider backlog at any given date to be indicative of future sales.


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Our backlog consists of product orders for which we have received a customer purchase order or purchase commitment and which are scheduled for shipment within six months. Orders are subject to cancellation or rescheduling by the customer, generally with a cancellation charge. At December 31, 2004,2005, the Company’s backlog of orders believed to be firm was $74.9$103.6 million (most of which was attributable to the Electronics business segment) compared with $38.8$74.9 million at December 31, 2003.2004. The Company believes that all such backlog will be filled in 2005.2006.
Environmental Matters
 
The Company is subject to numerous federal, state, provincial, local and foreign laws and regulations relating to the storage, handling, emission and discharge of materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA(CERCLA)), the Clean Water Act, the Clean Air Act, the Emergency Planning and CommunityRight-To-Know Act and the Resource Conservation and Recovery Act. We believe that our existing environmental control procedures are adequate and we have no current plans for substantial capital expenditures in this area.
 
A former Belden CDT facility in Shrewsbury, Massachusetts was sold to a third party in 1992, subject to an indemnification in favor of the buyer for certain preexisting environmental liabilities, principally caused by a former owner. Contaminated soil has been removed, and groundwater remediation has been suspended. Site closure documents have been submitted to the state environmental agency for review and approval. The Company will close the groundwater system upon approval of the closure application by the state agency.
 
The Company’s facility in Venlo, The Netherlands was acquired in 1995 from Philips Electronics N.V. Soil and groundwater contamination was identified on the site as a result of material handling and past storage practices. Various soil and groundwater assessments are being performed, and the government authorities have advised that some form of remediation maywill be necessary. We have recorded a liability for the estimated costs. In addition, we may need to make capital expenditures to install groundwater treatment equipment. We do not expect the capital expenditures to materially affect our financial condition, operating results or cash flow.
 
We are named as a defendant in the City of Lodi, California’s federal lawsuit along with over 100 other defendants. The complaint, brought under federal, state and local statutory provisions, alleges that property previously owned by our predecessor contributed to groundwater pollution in Lodi. There has been no validation or investigation to demonstrate or deny the City’s claim that the property allegedly owned by our predecessor is a potential pollution site. An investigation in the area is currently being planned, with aA trial date is tentatively scheduled to begin by September 2006. Because this claim is in the early stages of assessment, we cannot predict at this time the extent of liability, and wefor January 2007. We have recorded a liability for the estimated costs related to resolution of thethis matter.
 Environmental contamination has been identified in the soil and groundwater at a facility we own in Kingston, Ontario. Such contamination occurred prior to our purchase of the business in 1996. Nortel Networks Corp. (Nortel), the prior owner of such facility, has indemnified us, and retained responsibility for monitoring and, as required, remediation of such contamination. In the event Nortel was unable to pay these obligations, we would be liable for all or most of such obligations.
The Company has been identified as a potentially responsible party (PRP(PRP)) with respect to threetwo sites designated for cleanup under CERCLA or similar state laws, which impose liability for cleanup of certain waste sites and for related natural resource damages without regard to fault or the legality of waste generation or disposal. Persons liable for such costs and damages generally include the site owner or operator and persons

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that disposed or arranged for the disposal of hazardous substances found at those sites. Although CERCLA imposes joint and several liability on all PRPs, in application, the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Settlements can often be achieved through negotiations with the appropriate environmental agency or the other PRPs. PRPs that contributed less than 1% of the waste are often given the opportunity to settle as “de minimis” parties, resolving their liability for a particular site. The number of sites with respect to which the Company has been identified as a PRP has decreased in part as a result of “de minimis” settlements.
 
Belden CDT does not own or operate any of the threeeither waste sitessite with respect to which it has been identified as a PRP. In each case, Belden CDT is identified as a party that disposed of waste at the site. With respect to twoone of the sites, Belden CDT’s share of the waste volume is estimated to be less than 1%. At the thirdother site, Belden CDT contributed less than 10% of the waste. Although no estimates of cleanup costs have yet been completed for these sites, we believe, based on our preliminary review and other factors, including Belden CDT’s estimated share of the waste volume at the sites, that the costs relating to these sites will not have a material adverse effect on our results of operations, financial condition or financial condition.cash flow. We have an accruedrecorded a liability on the balance sheet to the extent such costs are known and estimable for such sites.


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We do not currently anticipate any material adverse effect on our results of operations, financial condition, cash flow or competitive position as a result of compliance with federal, state, provincial, local or foreign environmental laws or regulations, or cleanup costs at the facilities and sites discussed above. However, some risk of environmental liability and other costs is inherent in the nature of our business, and there can be no assurance that material environmental costs will not arise. Moreover, it is possible that future developments, such as increasingly strict requirements of environmental laws and enforcement policies thereunder, could lead to material costs of environmental compliance and cleanup by the Company.
Employees
 
As of December 31, 2004, Belden CDT2005, we had approximately 6,1005,200 employees andworldwide. We also utilized about 650900 workers under contract manufacturing arrangements in Mexico. Approximately 3,0002,100 employees are covered by collective bargaining agreements at various locations around the world. The Company believes that its relationship with its employees is good.
Importance of New Products and Product Improvements;
Impact of Technological Change; Impact of Acquisitions
 
Many of the markets that Belden CDT serveswe serve are characterized by advances in information processing and communications capabilities, including advances driven by the expansion of digital technology, which require increased transmission speeds and greater bandwidth. These trends require ongoing improvements in the capabilities of cable and connectivity products, and present recurring opportunities for Belden CDTus and others to introduce more sophisticated products. We believe that our future success will depend in part upon our ability to enhance existing products and to develop and manufacture new products that meet or anticipate such changes.
 
Fiber optic technology presents a potential substitute for certain of the copper-based products that comprise the majority of Belden CDT’s sales. Fiber optic cables have significant advantages over copper-based cables in applications where large amounts of information must travel great distances. But due to the high relative cost required to interface electronic and light signals and the high cost of fiber termination and connection, we believe that copper cable is still the solution with the best combination of performance and cost for all but the trunk and riser portions of data networks and similar applications. We produce and market multimode fiber optic cables and many customers specify these products in combination with copper cables. Advances in copper cable technologies and data transmission equipment have increased the relative performance of copper solutions. The final stage of most networks remains almost exclusively copper-based and we expect that it will continue to be copper for the foreseeable future. However, if there were a significant and rapid decrease in the cost of fiber optic systems relative to the cost of copper-based systems, without a further significant increase in copper capabilities, such systems could become superior on a price/performance

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basis to copper systems. We do not control our own source of optical fiber production and, although we cable optical fiber, we could be at a cost disadvantage to competitors who both produce and cable optical fiber.
 
To date, the development of wireless devices has required the development of new wired platforms and infrastructure. In the future, wireless communications technology may represent a threat to both copper and fiber optic-based systems. We believe that insufficient signal security, susceptibility to interference and jamming, and relatively slow transmission speeds of current systems restrict the use of wireless technology in many data communications markets. However, there are no assurances that future advances in wireless technology will not have an adverse effect on our business.
Continued strategic acquisitions are an announced part of Belden CDT’s future strategy. However, there can be no assurance that future acquisitions will occur or that those that do occur will be successful.
Available Information
Belden CDT Inc. maintains an Internet website atwww.beldencdt.com where our Annual Report onForm 10-K, Quarterly Reports onForm 10-Q, Current Reports onForm 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable following the time they are filed with or furnished to the SEC.


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We will provide upon written request and without charge a printed copy of our Annual Report onForm 10-K. To obtain such a copy, please write to the Corporate Secretary, Belden CDT Inc., 7701 Forsyth Boulevard, Suite 800, St. Louis, MO 63105.
New York Stock Exchange Matters
Pursuant to the New York Stock Exchange(NYSE) listing standards, the Company submitted a Section 12(a) CEO Certification to the NYSE in 2005. Further, the Company is herewith filing with the Securities and Exchange Commission (as exhibits hereto), the Chief Executive Officer and Chief Financial Officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Executive Officers
The following sets forth certain current information with respect to the persons who are Belden CDT’s executive officers as of February 15, 2006. All executive officers are elected to terms that expire at the organizational meeting of the Board of Directors following the Annual Meeting of Shareholders.
Name
Age
Position
John S. Stroup39President, Chief Executive Officer and Director
Kevin L. Bloomfield54Vice President, Secretary and General Counsel
Robert Canny49Vice President, Operations and President,
Specialty Products
Stephen H. Johnson56Treasurer and Interim Chief Financial Officer
John S. Norman45Controller and Chief Accounting Officer
D. Larrie Rose58Vice President, Operations and President,
Europe
Peter Sheehan45Vice President, Operations and President,
Belden Americas
Cathy O. Staples55Vice President, Human Resources
John S. Stroup was appointed President, Chief Executive Officer and member of the Board effective October 31, 2005. From 2000 to the date of his appointment with the Company, he was employed by Danaher Corporation, a manufacturer of professional instrumentation, industrial technologies, and tools and components. At Danaher, he initially served as Vice President, Business Development. He was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Earlier, he was Vice President of Marketing and General Manager with Scientific Technologies Inc. He has a B.S. in mechanical engineering from Northwestern University and an M.B.A. from the University of California at Berkeley Haas School of Business.
Kevin L. Bloomfield has been Vice President, Secretary and General Counsel of the Company since July 16, 2004. From August 1, 1993 until July 2004, Mr. Bloomfield was Vice President, Secretary and General Counsel of Belden Inc. He was Senior Counsel for Cooper from February 1987 to July 1993, and had been in Cooper’s Law Department from 1981 to 1993. He has a B.A. degree in economics and a J.D. degree from the University of Cincinnati and an M.B.A. from The Ohio State University.
Robert Canny has been Vice President, Operations and President, Specialty Products, since July 16, 2004. He previously held the position of Group Vice President, Specialty Products for Cable Design Technologies Corp. and was Vice President and General Manager of CDT’s Thermax operation. Prior to joining Thermax, Mr. Canny held management and technical positions at Rockbestos, Times Fiber and RFS Cablewave Systems. He holds a B.S. in physics from Southern Connecticut State University and a M.S. in industrial engineering from the University of New Haven.
Stephen H. Johnson has been Treasurer of the Company since July 2004, and was Treasurer of Belden Inc. from July 2000 to July 2004. In November 2005 he was named Interim Chief Financial Officer of the Company. He was Vice President, Finance of Belden Electronics from September 1998 through June 2000 and Director, Tax and


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Assistant Treasurer of Belden from October 1993 through August 1998. He was associated with the public accounting firm of Ernst & Young LLP from 1980 through September 1993 and was a partner with that firm since 1989. Mr. Johnson has a B.A. in history from Austin College and a Ph.D. in philosophy from the University of Texas at Austin. He is a Certified Public Accountant.
John S. Norman joined Belden CDT in May 2005 as Controller and was named Chief Accounting Officer in November 2005. He was vice president and controller of Graphic Packaging International Corporation, a paperboard packaging manufacturing company, from 1999 to 2003 and has 17 years experience in public accounting with PricewaterhouseCoopers LLP. Mr. Norman has a B.S. in accounting from the University of Missouri and is a Certified Public Accountant.
D. Larrie Rose has been Vice President, Operations and President, Europe, since July 16, 2004. He was Vice President, Operations of Belden and President, Belden Holdings Inc., from April 2002 until July 2004. He served as Vice President, Sales & Marketing for Belden Electronics from 1998 until 2002. From 1981 until 1998, Mr. Rose held various European management positions for Belden including Vice President, International Operations from 1995 until 1998. He has been with Belden since 1972. Mr. Rose has a B.S. in social science and industrial arts from Ball State University.
Peter Sheehan has been Vice President, Operations since July 16, 2004 and President, Belden Americas, since February 7, 2006. From July 2004 to February 2006, he was President, Electronic Products. From December 1995 until July 2004 he was Executive Vice President of Cable Design Technologies Corp. From 1990 to 1995 he was Senior Vice President, Sales and Marketing, for Berk-Tek, an Alcatel Company. Mr. Sheehan has a Bachelor of Arts and Science degree from Boston College.
Cathy Odom Staples has been Vice President, Human Resources of the Company since July 16, 2004 and held the same position with Belden from May 1997 through July 2004. She was Vice President, Human Resources for Belden’s Electronic Products Division from May 1992 to May 1997. Ms. Staples has a B.S.B.A. degree in human resources from Drake University.
Item 1A.  Risk Factors
We make forward-looking statements in this Annual Report onForm 10-K, in other materials we file with the SEC or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in the “Outlook” section and other portions of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are not historical facts, are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. These factors include, among others, those set forth below and in the other documents that we file with the SEC. There also are other factors that we may not describe, generally because we currently do not perceive them to be material, which could cause actual results to differ materially from our expectations.
We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Following is a discussion of some of the more significant risks that could materially impact our financial condition, results of operations and cash flows.


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Any change in the level of economic activity in North America and Europe, our major geographical markets, may have an impact on the level of demand for our products and our resulting revenue and earnings.
The demand for many of our products is economically sensitive and will vary with general economic activity, trends in nonresidential construction, investment in manufacturing facilities and automation, demand for information technology equipment, and other economic factors.
Changes in the price and availability of raw materials we use could be detrimental to our profitability.
Copper is a significant component of the cost of most of our products. During the past two years, the price of copper has risen rapidly. Other materials we use, such as PVC and other plastics derived from petrochemical feedstocks, have also risen in price. Generally, we have recovered much of the higher cost of raw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices taking effect a few weeks after they are announced. Some OEM and telecom customer contracts have provisions for passing through raw material cost increases, generally with a lag of a few weeks to three months. We have been generally more successful (1) in North America than in Europe and (2) in electronic products than in networking products in increasing our prices to recapture the rising cost of materials. If we are unable to raise prices sufficiently to recover our material costs, our earnings will be reduced. If we raise our prices but competitors raise their prices less, we may lose sales, and our earnings will be reduced.
We believe the supply of raw materials (copper, plastics, and other materials) is adequate and we do not expect any substantial interruption of supply or shortage of materials. If such a supply interruption or shortage were to occur, however, this could have a negative effect on revenue and earnings.
The global wire and cable industry is highly competitive.
We compete with other manufacturers of cable, wire, connectivity and related products based in North America, Europe and Asia. These companies compete on price, reputation and quality, product characteristics, and terms. Actions that may be taken by competitors, including pricing, business alliances, new product introductions, and other actions, could have a negative effect on our revenue and profitability.
We rely on key suppliers, and we source some of our products from other manufacturers.
There are only a few suppliers in the world for FEP, a polymer also known by the DuPont trade name Teflon®. FEP is an important material in the manufacture of much of our data networking cable sold in North America. We believe the supply of FEP is adequate and will remain adequate in the future. If we were unable to obtain a sufficient supply of FEP, we might not be able to produce enough of certain products to meet demand, and our sales and profitability would be affected negatively. In addition, we might find it necessary to pay higher prices for scarce material and raise our product prices to compensate for higher material cost, a situation in which our price increases might lag our cost increases and depress our gross margins.
Belden CDT sources a minor percentage of its finished products from a network of manufacturers under private label agreements. We depend on these manufacturers to supply high quality products in a timely manner. If there were problems with the quality or delivery of these private-label goods, our sales and profits would be negatively affected.
We rely on several key distributors in marketing our product.
The majority of our sales are through distributors. These distributors carry the products of competitors along with our products. Our largest distributor customer, Anixter International Inc., accounted for 16 percent of our revenue in 2005. If we were to lose a key distributor, our revenue and profits would likely be reduced, at least temporarily.
In the past, we have sometimes seen distributors acquired and consolidated. If there were further consolidation of the electronics and cable distributors, this could have an effect on our relationships with these distributors. It


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could also result in consolidation of distributor inventory, which would temporarily depress our revenue. We have also experienced financial failure of distributors from time to time, resulting in our inability to collect accounts receivable in full.
Because we do business in many countries, our results of operations are affected by changes in currency exchange rates.
Other than the United States dollar, the principal currencies to which we are exposed through our manufacturing operations and sales are the euro, the Canadian dollar and the British pound. Most of our products sold in Europe are manufactured there, resulting in a natural hedge, to some degree. Most of our products sold in Asia are priced in U.S. dollars. When the U.S. dollar strengthens against other currencies, the results of ournon-U.S. operations are translated at a lower exchange rate and thus into lower reported earnings.
Our effective income tax rate may vary from year to year because of the mix of income and losses among various tax jurisdictions in which we do business.
Our effective income tax rate is the result of the income tax rates in the various countries in which we do business. Our mix of income and losses in these jurisdictions determines our effective tax rate. More income in higher tax rate jurisdictions or more losses in lower tax rate jurisdictions would increase our effective tax rate and thus lower our net income. If we generate losses in tax jurisdictions for which no benefits are available, our effective income tax rate will increase.
We might be unable to achieve planned cost savings.
The plans for our business include both revenue improvement and cost saving initiatives. For example, the Company has announced a restructuring program for its European operations. The restructuring program is expected to reduce manufacturing costs in Europe. If we do not achieve all the planned savings, we might not achieve expected levels of profitability.
We may incur costs related to warranty, product liability lawsuits, or other lawsuits or claims that may be brought against us.
Some of our products are warranted for 25 years. We have a reserve for expected warranty costs, but if actual costs are higher than expected, the excess costs will be recognized in future periods, reducing our income.
Our products could be subject to product liability claims and litigation. If our products are not properly designed and manufactured, personal injuries, death, or property damage could result. The costs associated with defending product liability claims and payment of damages could be substantial.
Please see Part I, Item 3 of this Annual Report onForm 10-K, for a discussion of certain legal proceedings in which we are involved.
We are subject to current environmental and other laws and regulations.
We are subject to the environmental laws and regulations in each jurisdiction where we do business. We are currently, and may in the future be, held responsible for remedial investigations andclean-up costs of certain sites damaged by the discharge of hazardous substances, including sites that have never been owned or operated by us but at which we have been identified as a potentially responsible party under federal and state environmental laws. Changes in environmental and other laws and regulations in both domestic and foreign jurisdictions could adversely affect our operations due to increased costs of compliance and potential liability for noncompliance.
If our goodwill or other intangible assets become impaired, we may be required to recognize charges that would reduce our income.
Under accounting principles generally accepted in the United States, goodwill and certain other intangible assets are not amortized but must be reviewed for possible impairment annually, or more often in certain circumstances if events indicate that the asset values are not recoverable. We have incurred charges in the past


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for the impairment of goodwill and other intangible assets, and we may be required to do so again in future periods. Such a charge would reduce our income without any change to our underlying cash flow.
Changes in accounting rules and interpretation of these rules may affect our reported earnings.
Accounting principles generally accepted in the United States are complex and require interpretation. These principles change from time to time, and such changes may result in changes to our reported income without any change in our underlying cash flow.
Our business is subject to the political and economic uncertainties of making and selling our products abroad.
A significant proportion of our sales are outside the United States. We have manufacturing facilities in Canada, Mexico and in several European countries. We rely on suppliers in many countries, including China. The Company’s foreign operations are subject to economic and political risks inherent in maintaining operations abroad such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, and adverse foreign tax laws.
Our future success depends on our ability to develop and introduce new products.
Our products are used in connection with technologies of many kinds. Our markets are characterized by the introduction of increasingly capable products. We have long been successful in introducing successive generations of more capable products, but if we were to fail to keep pace with technology or with the products of competitors, we might lose market share and harm our reputation and position as a technology leader in our markets.
Competing technologies could cause the obsolescence of many of our products.
Fiber optic technology presents a potential substitute for certain of the copper-based products that comprise the majority of our sales. Fiber optic cables have significant advantages over copper-based cables in applications where large amounts of information must travel great distances. But due to the high relative cost required to interface electronic and light signals and the high cost of fiber termination and connection, we believe that copper cable is still the solution with the best combination of performance and cost for all but the trunk and riser portions of data networks and similar applications. We produce and market multimode fiber optic cables and many customers specify these products in combination with copper cables.
Advances in copper cable technologies and data transmission equipment have increased the relative performance of copper solutions. The final stage of most networks remains almost exclusively copper-based and we expect that it will continue to be copper for the foreseeable future. However, if there were a significant and rapid decrease in the cost of fiber optic systems relative to the cost of copper-based systems, without a further significant increase in copper capabilities, such systems could become superior on a price/performance basis to copper systems. We do not control our own source of optical fiber production and, although we cable optical fiber, we could be at a cost disadvantage to competitors who both produce and cable optical fiber.
To date, the development of wireless devices has required the development of new wired platforms and infrastructure. In the future, wireless communications technology may represent a threat to both copper and fiber optic-based systems. We believe that the insufficient signal security, susceptibility to interference and jamming, and relatively slow transmission speeds of current systems restrict the use of wireless technology in many data communications markets. However, there are no assurances that future advances in wireless technology will not have an adverse effect on our business.
 Continued strategic acquisitions
We have defined benefit pension plans that are an announced part of Belden CDT’s future strategy. However, there can be no assurance that future acquisitions will occur or that those that do occur will be successful.
Available Informationnot fully funded.
 Belden CDT Inc. maintains an Internet website at www.beldencdt.com where our Annual Report
We have defined benefit pension plans in the United States, Canada and the United Kingdom. The cash funding requirements for these plans depends on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable following the time they are filed with or furnished to the SEC.
New York Stock Exchange Matters
      Pursuant to the New York Stock Exchange (NYSE) listing standards, the Company submitted a Section 12(a) CEO Certification to the NYSE in 2004. Further, the Company is herewith filing with the Securities and Exchange Commission (as exhibits hereto), the Chief Executive Officer and Chief Financial Officer certifications required under Section 302financial performance of the Sarbanes-Oxley Act of 2002.
Executive Officers
funds’ assets, actuarial life expectancies, discount rates and other factors. The following sets forth certain current information with respect to the persons who are Belden CDT’s executive officers as of December 31, 2004. All executive officers are elected to terms that expire at the organizational meetingfair value of the Board of Directors followingassets in the Annual Meeting of Shareholders.
NameAgePosition
C. Baker Cunningham63President, Chief Executive Officer and Director
Kevin L. Bloomfield53Vice President, Secretary and General Counsel
Robert Canny48Vice President, Operations and President, Specialty Products
Stephen H. Johnson55Treasurer
Robert W. Matz59Vice President, Operations and President, Networking
Richard K. Reece49Vice President, Finance and Chief Financial Officer
D. Larrie Rose57Vice President, Operations and President, Europe
Peter Sheehan44Vice President, Operations and President, Electronic Products
Cathy O. Staples54Vice President, Human Resources
C. Baker Cunninghamhas been President, Chief Executive Officer and Director ofplans is often less that the Company since July 16, 2004. From July 1993 until July 2004, Mr. Cunningham was Chairman of the Board, President, CEO and Director of Belden Inc. From February 1982 until July 1993, he was an Executive Vice President, Operations of Cooper Industries, Inc., a manufacturer of electrical equipment and tools and hardware. Mr. Cunningham has a B.S. degree in civil engineering from Washington University, an M.S. degree in civil engineering from Georgia Tech and an M.B.A. from the Harvard Business School.projected benefit owed


14

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Kevin L. Bloomfieldhas been Vice President, Secretary
by the Company. In most years we are required to contribute cash to fund the pension plans and General Counselother post-retirement benefit plans, and the amount of funding required may vary significantly.
Some of our employees are members of collective bargaining groups, and we might be subject to labor actions that would interrupt our business.
Some of our employees, primarily outside the United States, are members of collective bargaining units. We believe that the Company’s relations with employees are generally good. However, if there were a dispute with one of these bargaining units, the affected operations could be interrupted resulting in lost revenues, lost profit contribution, and customer dissatisfaction.
We might have difficulty protecting our intellectual property from use by competitors, or competitors might accuse us of violating their intellectual property rights.
Disagreements about patents and intellectual property rights occur in our industry. Sometimes these disagreements are settled through an agreement for one party to pay royalties to another. The unfavorable resolution of an intellectual property dispute could preclude us from manufacturing and selling certain products, could require us to pay a royalty on the sale of certain products, or could impair our competitive advantage if a competitor wins the right to sell products we believe we invented. Intellectual property disputes could result in legal fees and other costs.
We announced a decision to exit the communications cable market in the United Kingdom, which will reduce our revenue and income.
In September 2005 we announced plans to exit the telecommunications cable market in the United Kingdom upon the expiration of our contract with British Telecom plc in October 2006 or sooner, if possible. In connection with this decision, we expect to sell or liquidate a business that had approximately $106 million of revenue in 2005, and we expect to retain little or none of that revenue. The business generated operating profit we will no longer recognize. While we expect that the sale or liquidation of the Company since July 16, 2004. From August 1, 1993 until July 2004, Mr. Bloomfield was Vice President, Secretary and General Counsel of Belden Inc. He was Senior Counsel for Cooper from February 1987 to July 1993, and had beenbusiness will generate cash in Cooper’s Law Department from 1981 to 1993. He has a B.A. degree in economics and a J.D. degree from the University of Cincinnati and an M.B.A. from The Ohio State University.
Robert Cannyhas been Vice President, Operations and President, Specialty Products, since July 16, 2004. He previously held the position of Group Vice President Specialty Products for Cable Design Technologies Corp. and was Vice President and General Manger of CDT’s Thermax operation. Prior to joining Thermax, Mr. Canny held management and technical positions at Rockbestos, Times Fiber and RFS Cablewave Systems. He holds a B.S. in Physics from Southern Connecticut State University and a M.S. in Industrial Engineering from the University of New Haven.
Stephen H. Johnsonhas been Treasurerexcess of the Company since July 2004,cash required to exit the business, the timing and was Treasurernature of Belden Inc.our exit from July 2000this business could negatively impact our earnings.
We have in the past closed plants and reduced the size of our workforce, and we might need to July 2004. He was Vice President, Financedo so again in the future.
Much of Belden Electronicsour manufacturing capacity is in North America and Western Europe, which are relatively high-cost regions. Over the past few years, we have closed several plants and have reduced the number of people we employ. We incurred asset impairment charges, severance charges and other costs in relation to these plant closures. If we decide to close additional facilities, we could incur significant cash and non-cash charges in connection with these actions.
This list of risk factors is not exhaustive. Other considerations besides those mentioned above might cause our actual results to differ from September 1998 through June 2000 and Director, Tax and Assistant Treasurer of Belden from October 1993 through August 1998. He was associated with the public accounting firm of Ernst & Young LLP from 1980 through September 1993 and was a partner with that firm since 1989. Mr. Johnson has a B.A.expectations expressed in History from Austin College and a Ph.D. in Philosophy from the University of Texas at Austin. He is a Certified Public Accountant.any forward-looking statement.
Item 1B.  Unresolved Staff Comments
 Robert W. Matzhas been Vice President, Operations, and President, Networking since July 16, 2004. From May 2002 until July 2004 he was Vice President, Operations for Belden Inc. and President, Belden Communications. Before joining Belden, Mr. Matz served as Vice President of Ignition Products for Federal Mogul, a supplier of automotive products. Previously, he was Vice President and General Manager of Champion Ignition Products, a division of Cooper, and held other engineering and general management positions at Champion. Mr. Matz holds the degrees of Bachelor of Ceramic Engineering and M.S. in Ceramic Engineering from The Ohio State University and an M.B.A. from Wayne State University.
Richard K. Reecehas been Vice President, Finance and Chief Financial Officer of the Company since July 16, 2004. He held the same position at Belden Inc. from April 2002 until July 2004. He was Vice President, Operations of Belden and President, Belden Communications from June 1999 until April 2002, and was Vice President, Finance, Treasurer and Chief Financial Officer of Belden from August 1, 1993 until June 1999. Mr. Reece was associated with the public accounting firm of Ernst & Young LLP from 1978 until June 1993 and was a partner with that firm since 1989. He has a B.S. degree in Accounting from Auburn University and is a Certified Public Accountant.None.
D. Larrie Rosehas been Vice President, Operations and President, Europe, since July 16, 2004. He was Vice President, Operations of Belden and President, Belden Holdings Inc., from April 2002 until July 2004. He served as Vice President, Sales & Marketing for Belden Electronics from 1998 until 2002. From 1981 until 1998, Mr. Rose held various European management positions for Belden including Vice President, International Operations from 1995 until 1998. He has been with Belden since 1972. Mr. Rose has a B.S. degree from Ball State University.


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Peter Sheehanhas been Vice President, Operations and President, Electronics Products, since July 16, 2004. From December 1995 until July 2004 he was Executive Vice President of Cable Design Technologies Corp. From 1990 to 1995 he was Senior Vice President, Sales and Marketing, for Berk-Tek, an Alcatel Company. Mr. Sheehan has a Bachelor of Arts and Science degree from Boston College.
Cathy Odom Stapleshas been Vice President, Human Resources of the Company since July 16, 2004 and held the same position with Belden from May 1997 through July 2004. She was Vice President, Human Resources for Belden’s Electronic Products Division from May 1992 to May 1997. Ms. Staples has a B.S.B.A. degree in human resources from Drake University.

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Item 2.Properties
 
Belden CDT has an executive office that it leases in St. Louis, Missouri, and various manufacturing facilities, warehouses and sales and administration offices. The significant facilities are as follows:
Used by the Electronics business segment:
  1. UsedPrimary Character
(M=Manufacturing,
Number of Properties by the Electronics business segment:Country
W=Warehouse)
Owned or Leased
United States-1912 M, 7 W11 owned
8 leased
Brazil-1Wleased
Canada-1Mowned
Mexico-1Mleased
1 owned
The Netherlands-21 M, 1 W1 leased
1 owned
United Kingdom-41 M, 3 W3 leased
1 owned
Germany-2M1 leased
Czech Republic-1Mowned
1 owned
Italy-2M1 leased
1 owned
Sweden-21 M, 1 W1 leased
Used by the Networking business segment:
       
Number of Properties Primary CharacterOwned or
by Country(M=Manufacturing, W=Warehouse)Leased
United States-1812 M, 6 W15 owned
3 leased
Canada-1Mowned
Mexico-1Mleased
The Netherlands-1Mowned
United Kingdom-31 M, 2 W1 owned
2 leased
Germany-2M1 owned
1 leased
Czech Republic-1Mowned
Italy-2M1 owned
1 leased
Sweden-21 M, 1 Wowned
      2. Used by the Networking business segment:
   
Number of Properties by Primary CharacterOwned or
Country(M=Manufacturing, W=Warehouse)Leased
United States-6M
   
1 owned
Number of Properties by Country
W=Warehouse)Owned or Leased
 
     2 owned
United States-5 54 M, 1W3 leased 
Canada-1 M  owned 
United Kingdom-3 1 M, 2 M, 1 W  owned 
Czech Republic-1 M  owned(1)
Denmark-1 M  owned 
China-1 W  leased 
Hungary-1 M  owned 
Mexico -1Mleased
Spain-1Wleased
 
(1)This facility is shared with the Electronics business segment.
 
The total square footage of all Electronics business segment locations and Networking business segment locations in North America are approximately 2.742.7 million square feet and 1.171.2 million square feet, respectively. The total square footage of all Electronics business segment locations and Networking business segment locations outside of North America are approximately 1.4 million square feet and ..78.7 million square feet, respectively. The Company believes its physical facilities are suitable for their present and intended purposes and adequate for the Company’s current level of operations.


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Item 3.Legal Proceedings
 
The Company is a party to various legal proceedings and administrative actions that are incidental to its operations. These proceedings include personal injury cases (about 214147 of which the Company was aware at March 7, 2005)February 24, 2006) in which the Company is one of many defendants, 2458 of which are scheduled for trial during 2005.2006.
 
Electricians have filed a majority of these cases, primarily in New Jersey and Pennsylvania. Plaintiffs in these cases generally seek compensatory, special and punitive damages. As of March 7, 2005,February 24, 2006, in 2423 of these cases, plaintiffs generally allege only damages in excess of some dollar amount (i.e., in one case, not less than

12


$15 $15 thousand and in the other cases, in excess of $50 thousand)thousand in compensatory damages and $50 thousand in punitive damages). In 186122 of these cases, plaintiffs generally do not allege a specific monetary damage demand. As to each of the other four2 cases, the plaintiffs generally allege monetary damages for a specified amount, the largest amount claimed being $10$5 million in compensatory and $10$5 million in punitive damages (which has been asserted in two of these cases).damages. In none of these cases do plaintiffs allege claims for specific dollar amounts as to any defendant. Based on the Company’s experience in such litigation, the amounts pleaded in the complaints are not typically meaningful as an indicator of the Company’s ultimate liability.
 
Typically in these cases, the claimant alleges injury from alleged exposure to heat-resistant asbestos fiber, which was usually encapsulated or embedded and lacquer-coated or covered by another material. Exposure to the fiber generally would have occurred, if at all, while stripping (cutting) the wire or cable that had such fiber. It is alleged by claimants that exposure to the fiber may result in respiratory illness. Generally, stripping was done to repair or to attach a connector to the wire or cable. Alleged predecessors of the Company had a small number of products that contained the fiber, but ceased production of such products more than fifteen years ago.
 
Through March 7, 2005,February 24, 2006, the Company had been dismissed (or reached agreement to be dismissed) in approximately 64156 similar cases without any going to trial, orand with only 7 of these involving any payment to the claimant. Some of these cases were dismissed without prejudice primarily because the claimants could not show any injury, or could not show that injury was caused from exposure to products of alleged predecessors of the Company. Only one case has involved a settlement, with the Company paying $1,275.00 and two of its insurers paying the remainder. The Company has insurance that it believes should cover a significant portion of any defense settlement or judgmentsettlement costs borne by the Company in these types of cases and, under an agreement with the Company, two insurance carriers are paying 83% of the defense costs in these types of cases and defense costs do not erode their policy limits.cases.
 
The Company vigorously defends these cases. As a separate matter, liability for any such injury generally should be allocated among all defendants in such cases in accordance with applicable law. From 1996 through March 7, 2005, the total amount of litigation costs paid by the Company for all cases of this nature was approximately $216 thousand. In the opinion of the Company’s management, the proceedings and actions in which the Company is involved should not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial condition.
 
See “Item 1. Business — Environmental Matters” regarding certain proceedings arising under environmental laws.
Item 4.Submission of Matters to a Vote of Security Holders
 
During the fourth quarter of the fiscal year covered by this report, no matters were submitted to a vote of security holders of the Company.
PART II
Item 5.Market for Registrant’s Common Equity and Related Shareholder Matters
 
Our common stock is traded on the New York Stock Exchange under the symbol “BDC.” This ticker symbol was adopted upon the merger of Belden and CDT. The previous ticker symbol of Cable Design Technologies Corporation was CDT. Note that the share prices below reflect the stock price of CDT (not Belden) prior to the merger and reflect the price of Belden CDT Inc. (BDC) for the period since the merger, which occurred after the close of the market on July 15, 2004. Share prices for CDT have been adjusted to reflect the reverseone-for-two stock split that occurred one momentimmediately before the merger. The Company changed its fiscal year end from July 31 to


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December 31 as of the merger, and the share price information below reflects calendar quarters with the fourth quarter ended December 31.
 
As of February 28, 2005,March 1, 2006, there were approximately 854805 record holders of common stock of Belden CDT Inc.

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 Belden CDT’s bylaws provide that, until the third anniversary of the merger of Belden and CDT (which will occur on July 15, 2007), the affirmative vote of at least 70% of Belden CDT’s Board of Directors is required for certain actions including removal of certain officers, agreeing to a merger or sale involving all or a substantial portion of the Company’s assets, approving certain actions such as repurchasing stock, issuing stock beyond certain limits, declaring dividends and distributions, incurring indebtedness beyond certain limits, acquiring assets beyond certain limits, and amending these provisions of the by-laws. This supermajority requirement could prevent Belden CDT from pursuing certain strategies for which the supermajority approval cannot be obtained.
      The CompanyWe paid a dividend of $0.05$.05 per share in the fourth quarter of 2004 paid a dividendand each quarter of $0.05 in January 2005, and in February 2005 declared a dividend of $0.05 payable in April 2005. The Company anticipatesWe anticipate that comparable cash dividends will continue to be paid quarterly in the foreseeable future.future.
Common Stock Prices and Dividends

CDT prior to July 16, 2004 (adjusted for reverse split)

BDC from July 16, 2004 onward
                  
  2004 (By quarter)
   
  1 2 3 4
         
Dividends per common share (1)          $0.05 
Common stock prices:                
 High $22.40  $21.38  $22.55  $24.48 
 Low  16.84   15.56   18.75   20.50 
                  
  2003 (By quarter)
   
  1 2 3 4
         
Dividends per common share (1)            
Common stock prices:                
 High $13.74  $16.82  $17.10  $21.72 
 Low  8.54   11.52   11.20  $16.02 
 
                 
  2005 (By Quarter) 
  1  2  3  4 
 
Dividends per common share(1) $0.05  $0.05  $0.05  $0.05 
Common stock prices:                
High $24.59  $23.41  $22.75  $26.00 
Low  18.93   17.65   19.08   18.65 
                 
  2004 (By Quarter) 
  1  2  3  4 
 
Dividends per common                
share(1)          $0.05 
Common stock prices:                
High $22.40  $21.38  $22.55  $24.48 
Low  16.84   15.56   18.75   20.50 
                 
(1)This table shows dividends paid by the registrant, Belden CDT Inc., formerly known as Cable Design Technologies Corporation, which began paying dividends only after the 2004 merger with Belden Inc. Belden Inc. paid a dividend of $0.05 quarterly, or $0.20 per year, since 1993. Because the merger was accounted for as a reverse acquisition, the historical financial results of Belden and thus the Belden dividend history are used in “ItemItem 6: Selected“Selected Financial Data” and throughout Items 7 and 8 of this Annual Report onForm 10-K.
Issuer Purchases of Equity Securities
On May 23, 2005, the Board of Directors authorized the Company to repurchase up to $125.0 million of common stock in the open market. The program was announced via news release on May 23, 2005. Through December 31, 2005, we had repurchased approximately 5.2 million shares of our common stock at a cost of $109.4 million. Shares purchased in the fourth quarter of 2005 are as follows:
                 
        Total Number of
  Approximate Dollar
 
        Shares Purchased as
  Value of Shares
 
        Part of Publicly
  that May Yet be
 
  Total Number of
  Average Price Paid
  Announced Plans or
  Purchased Under the
 
  Shares Purchased  per Share  Programs  Plans or Programs 
 
Period
                
October 1, 2005 through October 23, 2005  988,200  $19.27   988,200  $54,302,000 
October 24, 2005 through November 20, 2005  791,400  $20.16   791,400  $38,345,000 
November 21, 2005 through December 31, 2005  947,100  $24.05   947,100  $15,572,000 


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14


Item 6.Selected Financial Data
                       
Years Ended December 31, 2004  2003 2002 2001 2000
            
  (In thousands, except per share amounts)
Income statement data                     
 Revenues $966,174   $624,106  $633,083  $708,031  $850,408 
 Operating earnings  42,764    27,221   20,183   62,556   95,223 
 Income/(loss) from continuing operations before cumulative effect of change in accounting principle  15,353    10,157   (9)  30,328   50,584 
 Diluted income/(loss) per share from continuing operations before cumulative effect of change in accounting principle  0.43    0.40   (—)  1.22   2.05 
Balance sheet data                     
 Total assets $1,395,438   $689,125  $744,571  $726,959  $804,806 
 Long-term debt  232,823    136,000   203,242   234,703   272,630 
 Total long-term debt, including current maturities  248,525    201,951   203,242   234,703   272,630 
 Stockholders’ equity  810,000    281,540   315,205   321,497   296,707 
Other data                     
 Diluted weighted average common shares outstanding  38,724    25,387   24,763   24,803   24,675 
 Dividends per common share $.20   $.20  $.20  $.20  $.20 
 Events affecting the comparability of financial information for 2002 through 2004 are discussed in Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
                     
Years Ended December 31,
 2005  2004  2003  2002  2001 
  (In thousands, except per share amounts) 
 
Statement of operations data:                    
Revenues $1,352,131  $966,174  $624,106  $633,083  $708,031 
Operating income  68,151   42,764   27,221   20,183   62,556 
Income (loss) from continuing operations  32,642   15,353   10,157   (9)  30,328 
Diluted income (loss) per share from continuing operations  .68   .43   .40      1.22 
Balance sheet data:                    
Receivables, net $198,106  $174,554  $86,225  $90,875  $93,496 
Inventories, net  261,963   227,034   93,406   111,980   113,675 
Accounts payable and accrued liabilities  (209,031)  (185,035)  (89,179)  (87,463)  (58,994)
Operating working capital $251,038  $216,553  $90,452  $115,392  $148,177 
Total assets $1,286,076  $1,371,221  $689,125  $744,571  $726,959 
Long-term debt  172,051   232,823   136,000   203,242   234,703 
Total long-term debt, including current maturities  231,051   248,525   201,951   203,242   234,703 
Stockholders’ equity  713,508   810,000   281,540   315,205   321,497 
Other data:                    
Diluted weighted average common shares outstanding  52,122   38,724   25,387   24,763   24,803 
Dividends per common share $.20  $.20  $.20  $.20  $.20 
 On April 3, 2000,
In 2005, we recognized asset impairment expense of $12.8 million, severance expense of $8.7 million and accelerated depreciation expense of $3.5 million related to our decisions to exit the Company purchased certain assets and assumed certain liabilities of the metallicUnited Kingdom communications cable market and to restructure our European manufacturing operations. We also recognized executive succession expense of $7.0 million during 2005.
In 2004, Belden merged with and became a wholly owned subsidiary of CDT, which then changed its name to Belden CDT Inc. This merger was treated as a reverse acquisition under the purchase method of accounting. For financial reporting purposes, the results of operations of Corning Communications LimitedCDT are included in Manchester, United Kingdom for $15.5 million.
      Financial data for the years ended December 31, 2003, 2002, 2001our operating results from July 16, 2004. We recognized $21.7 million in restructuring and 2000 have been restated for the impactmerger-related expenses during 2004. We also recognized asset impairment expense of the Company’s 2004 conversion from the last-in, first-out method to the first-in, first out method$8.9 million related to the costingdiscontinuance of certain inventoriesproduct lines in Europe and excess capacity in the United States.States resulting from the combined capacity after the merger.
 For
In 2002, we recognized asset impairment expense of $18.0 million, severance expense of $8.3 million and inventory obsolescence expense of $3.6 million related to the years ended December 31,discontinuance of certain product lines and manufacturing facility closures in Europe and Australia.
In 2001, and 2000, the Companywe recognized goodwill amortization expense of goodwill in the amounts of $2.1 million and $2.2 million, respectively.million.
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis, as well as the accompanying Consolidated Financial Statements and related footnotes, will aid in the understanding of the operating results as well as the financial position, cash flows, indebtedness and other key financial information of the Company. Certain reclassifications have been made to prior year amounts to make them comparable to current year presentation. Preparation of this Annual Report onForm 10-K requires the Companyus to make estimates and assumptions that affect the reported amountamounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of itsour financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases itsWe base our estimates on historical experience and on various


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other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily derived from other sources. There can be no assurance that actual amounts will not differ from those estimates. The following discussion will also contain forward-looking statements. In connection therewith, please see the cautionary statements contained herein under the caption “Forward-Looking Statements”,Item 1A of this Annual Report onForm 10-K, which identify important factors that could cause actual results to differ materially from those in the forward-looking statements.

15


Overview
 The Company
Belden CDT designs, manufactures and markets high-speed electronic cables, and connectivity products and related items for the specialty electronics and data networking markets. The Company focusesWe focus on segments of the worldwide cable and connectivity market that require highly differentiated, high-performance products and addsproducts. We add value through design, engineering, excellence in manufacturing, excellence, product quality, and customer service. The Company has manufacturing facilities in North America and Europe and had a manufacturing facility in Australia until June 2003.
 The Company believes
We believe that revenue growth, operating margins and operating working capital management are itsour key performance indicators.
 
During the five-year period from 20002001 through 2004, the Company’s2005, our total revenues increased by 14%91% from $850.4$708.0 million to $966.2$1,352.1 million. This revenue comparison reflects two offsetting trends:
 • From 2001 through 2003, companies selling products to the electronics and networking markets suffered through a significant downturn in demand. Much of this downturn could be attributed to the poor health of the general economies in both North America and Europe during that period. A majority of the Company’sour revenues historically were derived from customers located in those regions. The Company began experiencingWe experienced increased demand for itsour products in 2004 and 2005 as the general economies of those two regions began to improve.
 
 • In 2004 and 2005, incremental revenues of $247.0$549.3 million were generated due tobecause of the business combinationBelden CDT merger discussed below.
During the five-year period from 2001 through 2005, our operating income increased 9% from $62.6 million to $68.2 million. This increase is attributable to several factors, including the following:
• In 2004 and 2005, incremental operating income was generated because of the Belden CDT merger discussed below.
• As noted above, companies selling products to the electronics and networking markets suffered through a significant downturn in demand because of the poor health of the North American and European economies during 2001 through 2003. Although we responded to the decreased demand with manufacturing and SG&A cost reductions, we were unable to reduce costs to a level or at a velocity to completely offset the negative effect of reduced sales volume on operating income.
• In 2005, we elected to exit the United Kingdom communications cable market and restructure our European manufacturing operations. As a result of these decisions, we recognized impairment, severance and other restructuring costs. Further discussion regarding these activities is included inEuropean Operationsbelow.
• In 2004 and 2005, the cost of many of our most-used raw materials, including copper and commodities derived from petrochemical feedstocks, increased dramatically. We have increased sales prices across most of our product lines in an effort to recover much of the higher cost of these raw materials. We have been generally more successful (1) in North America than in Europe and (2) in electronic products than in networking products in increasing our prices to recapture the rising cost of materials. In those markets where we have been less successful at increasing sales prices to recapture the rising cost of materials, operating income was adversely affected. Further discussion regarding rising material costs and our response to them is included inEffects of Inflationbelow.


20


We define operating working capital as receivables and inventories less accounts payable and accrued liabilities. During the five-year period from 2001 through 2005, our operating working capital increased 69% from $148.2 million to $251.0 million. This increase is attributable to several factors, including the following:
• In 2004, additional operating working capital of $113.8 million was acquired through the Belden CDT merger discussed below.
• In 2004 and 2005, the cost of many of our most-used raw materials, including copper and commodities derived from petrochemical feedstocks, increased dramatically. We have increased sales prices across most of our product lines in an effort to recover much of the higher cost of these raw materials. The rise in materials costs and our increased sales prices have resulted in higher inventory and receivable positions. The adverse effect of these higher asset positions on operating working capital was partially offset by a higher accounts payable and accrued liabilities position also resulting primarily from rising raw material costs.
Over the past few years, we have closed several manufacturing facilities and have reduced the number of people we employ. We incurred asset impairment charges, severance charges and other costs in relation to these plant closures. If we decide to close additional facilities, we could incur significant cash and non-cash charges in connection with these actions.
Business CombinationBelden CDT Merger
 
Belden Inc. (Belden(Belden)) and Cable Design Technologies Corporation (CDT(CDT)) entered into an Agreement and Plan of Merger, dated February 4, 2004 (theMerger Agreement) pursuant to which Belden merged with and became a wholly owned subsidiary of CDT (theMerger). On on July 15, 2004, after receiving the appropriate stockholder approvals and pursuant to the Merger Agreement, Belden and CDT completed the Merger.2004. Pursuant to the Merger Agreement, 25.6 million shares of Belden common stock, par value $.01 per share, were exchanged for 25.6 million shares of CDT common stock, par value $.01 per share, and CDT changed its name to Belden CDT Inc.
 
Belden and CDT each believed the Merger was in the best interests of its respective stockholders because, as a result of the Merger, the long-term value of an investment in the combined company would likely be superior to the long-term value of an investment in either standalone company. In deciding to consummate the Merger, Belden and CDT considered various factors, some of which are listed in Note 3,Business CombinationsBelden CDT Merger, to the Consolidated Financial Statements in this Annual Report onForm 10-K.
 
The Merger included the following significant related transactions:
 • CDT effected aone-for-two reverse split of its common stock immediately prior to Merger consummation on July 15, 2004;the Merger;
 
 • Belden cancelled approximately 0.3 million shares of its common stock held in treasury on July 15, 2004; and
 
 • The CompanyWe granted retention and integration awards to certain of itsour executive officers and other key employees totaling $7.9 million to be paid in cash and restricted stock distributed in three installments over two years.
• We recognized $4.5 million and $30.6 million of asset impairment, restructuring and incentive compensation expenses in 2005 and 2004, respectively, related to the Merger.
 
As of the Merger consummation date, the Companywe had approximately 46.6 million shares of common stock outstanding. On that date, the former CDT stockholders and former Belden stockholders respectively owned approximately 45% and 55% of the Company. The Company anticipates that annual dividends in the aggregate of $.20 per common share will be paid to all common stockholders. To date, quarterly dividends of $.05 per common share were paid on October 4, 2004 and, again, on January 4, 2005 to all shareholders of record as of September 17, 2004 and December 16, 2004, respectively.

16


 In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 141,Business Combinations, the
The Merger was treated as a reverse acquisition under the purchase method of accounting. Belden was considered the acquiring enterprise for financial reporting purposes because Belden’s owners as a group retained or received the larger portion of the voting rights in the Company and Belden’s senior management represented a majority of the senior management of the Company.
 
The preliminary cost to acquire CDT was $490.4$490.7 million and consisted of the exchange of common stock discussed above, change of control costs for legacy CDT operationsmanagement and costs incurred by Belden related directly to the acquisition. The purchase price was established primarily through the negotiation of the share exchange ratio. The share exchange ratio was intended to value both Belden and CDT fairly so that neither company paid a premium


21


over equity market value for the other. The CompanyWe established a new accounting basis for the assets and liabilities of CDT based upon the fair values thereof as of the Merger date. The Company has recognized preliminary goodwill related to the Merger in the amount of $203.0 million as of December 31, 2004.$203.6 million.
 
For financial reporting purposes, the results of operations of CDT are included in the Company’sour Consolidated Statements of Operations from July 16, 2004.
 A preliminary estimate of the
The fair values assigned to each major asset and liability caption of CDT as of the July 15, 2004 effective date of the Merger and unaudited pro forma summary financial results presenting selected operating information for the Company as if the Merger and theone-for-two reverse stock split had been completed as of the beginning of the years ended December 31,January 1, 2004 and 2003 are included in Note 3,Business CombinationsBelden CDT Merger, to the Consolidated Financial Statements in this Annual Report onForm 10-K.
DiscontinuedEuropean Operations
 The
In the second quarter of 2005, British Telecom plc requested bids from both the Company and several other suppliers on a supply agreement currently reports four operations —awarded to the Belden Communications Company (BCC) Phoenix, Arizona operation;Company. This business provided reasonably satisfactory profit contribution in the Raydex/ CDT Ltd. Skelmersdale,past, but we viewed the communications cable market as extremely mature, with falling demand, excess capacity, and continuing price pressure. On September 29, 2005, we announced our decisions to (1) exit the United Kingdom operation; Montrose;communications cable market and Admiral — as discontinued operations. Each(2) restructure our European operations in an effort to reduce manufacturing floor space and overhead and streamline administrative processes. We are actively exploring alternatives for disposition of the Manchester, United Kingdom operation. If unable to arrange a sale of the business at an acceptable price, we plan to liquidate the business.
As a result of these operationsdecisions, we recognized asset impairment expense of $12.8 million and severance expense of $8.7 million during 2005. We expect to recognize additional severance expense of at least $1.2 million and other restructuring costs and associated expenses of $4.8 million during 2006; however, the amount of severance expense recognized could increase should we elect to liquidate the Manchester, United Kingdom business. We may also recognize additional asset impairment expenses or losses on the disposal of assets during both the exit from the United Kingdom communications cable market and the European restructuring.
Effects of Inflation
The principal raw material we use in many of our products is reportedcopper. We also purchase Teflon® fluoropolymers, PVC, polyethylene, color chips and insulating materials such as a discontinued operationplastic and rubber in accordance with SFAS No. 144,Accounting forlarge quantities. During 2004 and 2005, the Impairment or Disposalprice of Long-Lived Assets.
      Discussion regarding each operation, including (1) a listingcopper has risen rapidly. Materials such as PVC and other plastics derived from petrochemical feedstocks have also risen in price. Generally, we have recovered much of the major classeshigher cost of assetsraw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and liabilities belongingwe manage the pricing of these products through published price lists which we update from time to each operation at December 31, 2004 that remain as parttime, with new prices taking effect a few weeks after they are announced. Some OEM and telecommunications customer contracts have provisions which allow us to pass on raw material cost increases, generally with a lag of the disposal groupa few weeks to three months. We have been generally more successful (1) in North America than in Europe and (2) a listingwith our electronic products rather than our networking products in increasing our prices to recapture the rising cost of revenues and income/(loss) before income taxes generated by each operation for 2004, is included in Note 4,Discontinued Operations, to the Consolidated Financial Statements in this Annual Report on Form 10-K.materials.


22


Consolidated Operating Results
 
The following table sets forth information comparing 20042005 consolidated operating results with 20032004 and 2002.2003.
              
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
Revenues $966,174   $624,106  $633,083 
Gross profit  200,073    119,307   122,857 
Operating earnings  42,764    27,221   20,183 
Interest expense  12,881    12,571   14,257 
Income/(loss) from continuing operations  15,353    10,157   (9)
Loss from discontinued operations  (417)   (71,768)  (15,126)
Gain on disposal of discontinued operations  253        
Net income/(loss)  15,189    (61,611)  (15,135)

17


             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Revenues $1,352,131  $966,174  $624,106 
Gross profit  285,124   200,073   119,307 
Operating income  68,151   42,764   27,221 
Interest expense, net  (10,091)  (12,881)  (12,571)
Income from continuing operations  32,642   15,353   10,157 
Loss from discontinued operations  (247)  (417)  (71,768)
Gain on disposal of discontinued operations  15,163   253    
Net income (loss)  47,558   15,189   (61,611)
Business Segments
 The Company conducts its
We conduct our operations through two business segments — the Electronics segment and the Networking segment. The Electronics segment designs, manufactures and markets metallic and fiber optic cable products with primarily industrial, video/sound/security and transportation/defense applications. These products are sold principally through distributors or directly to systems integrators and original equipment manufacturers (OEMs).OEMs. The Networking segment designs, manufactures and markets metallic cable, fiber optic cable, connectivity and other non-cable products primarily with networking/communications applications. These products are sold principally through distributors or directly to systems integrators, OEMs and large telecommunications companies.
 
The following table sets forth information comparing 2004 Electronics segment operating results with 2003 and 2002.results.
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
External customer revenues $604,372   $428,066  $431,274 
Operating earnings  47,319    29,657   20,043 
 
As a percent of external customer revenues
  7.8%   6.9%  4.6%
 
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
External customer revenues $798,986  $604,372  $428,066 
Affiliate revenues  94,790   81,055   30,739 
Total revenues  893,776   685,427   458,805 
Operating income  108,899   54,100   29,657 
As a percent of total revenues
  12.2%  7.9%  6.5%
The following table sets forth information comparing 2004 Networking segment operating resultsresults.
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
External customer revenues $553,145  $361,802  $196,040 
Affiliate revenues  14,449   3,105   1,872 
Total revenues  567,594   364,907   197,912 
Operating income  13,023   24,726   10,201 
As a percent of total revenues
  2.3%  6.8%  5.2%
             


23


Operating Results — 2005 Compared With 2004
Continuing Operations
Continuing Operations Consolidated Revenues
Revenues generated in 2005 increased 39.9% to $1,352.1 million from revenues generated in 2004 of $966.2 million because of the impact of the Merger, increased selling prices, increased sales volume, and favorable currency translation on international revenues.
Revenues generated through the addition of the CDT operations during 2005 totaled approximately $302.3 million and contributed 31.3 percentage points of revenue increase.
The impact of increased product pricing contributed 4.5 percentage points of revenue increase during 2005. This price improvement resulted primarily from the impact of sales price increases implemented by the Company during 2004 and 2005 across most product lines in response to increases in the costs of copper and commodities derived from petrochemical feedstocks.
The impact of increased unit sales generated during 2005 contributed 3.7 percentage points of revenue increase. We experienced higher unit sales of products with networking/communications, industrial, transportation/defense, and video/sound/security applications.
Favorable foreign currency translation on international revenues contributed 0.4 percentage points of revenue increase.
Revenues generated on sales of product to customers in the United States, representing 51.1% of total revenues generated during 2005, increased by 39.7% compared with revenues generated during 2004. Absent the impact of the Merger, sales of product to customers in the United States increased by 10.9%. This increase resulted primarily from the impact of sales price increases implemented during 2004 and 2005, increased volume sales of networking products, increased demand from Gulf Coast region distributors in anticipation of repairs to the damage resulting from Hurricanes Katrina and Rita, and increased project activity requiring instrumentation/control cable products, in-flight entertainment cable products, fiber optic cable products, central office communications cable products, and products with video/sound/security applications.
Revenues generated on sales of product to customers in Canada represented 10.2% of total revenues generated during 2005. Canadian revenues generated in 2005 increased by 68.8% compared with revenues generated in 2004. Absent the impact of the Merger and favorable currency translation on product sold by our international operations to customers in Canada, revenues generated in 2005 increased by 25.8% compared with revenues generated in 2004. This increase resulted primarily from the impact of sales price increases implemented during 2004 and 2005, increased demand for networking products and increased capital project activity within the industrial sector resulting from higher oil prices and increased demand from utilities companies.
Revenues generated on sales of product to customers in the United Kingdom, representing 11.8% of total revenues generated during 2005, increased by 21.2% compared with revenues generated during 2004. Absent the impact of the Merger and favorable currency translation on products sold by our international operations to customers in the United Kingdom, revenues generated in 2005 increased by 11.8% compared with revenues generated in 2004. This increase resulted primarily from the impact of sales price increases implemented during 2004 and 2005 and the addition of Belden-branded products to the portfolios of several United Kingdom distributors who historically carried only CDT-branded products.
Revenues generated on sales of product to customers in Continental Europe represented 18.7% of total revenues generated during 2005. Continental European revenues generated during 2005 increased by 49.7% compared with revenues generated during 2004. Absent the impact of the Merger and favorable currency translation on products sold by our international operations to customers in Continental Europe, revenues generated during 2005 were unchanged from revenues generated during 2004. This performance resulted primarily from strong communications cable demand and the favorable impact of copper pass-through pricing on these products, increased demand for products with industrial applications primarily in Central Europe, and nonrecurring sales of product for the 2006 Torino Olympic Games offset by our decision to cease production of cord products and


24


assemblies in Continental Europe during the first quarter of 2004 and nonrecurring sales of product for the 2004 Athens Olympic Games.
Revenues generated on sales of product to customers in the rest of the world, representing 8.3% of the Company’s total revenues generated during 2005, increased by 24.2% from 2004. Absent the impact of the Merger and favorable currency translation of products sold by our international operations to customers in the Latin America, Asia/Pacific and Africa/Middle East markets, revenues generated in 2005 increased by 14.3% compared with revenues generated in 2004. This increase represented the impact of sales price increases implemented during 2004 and 2005 and higher demand in all three markets.
Continuing Operations Consolidated Costs, Expenses and Earnings
The following table sets forth information comparing the components of earnings.
             
        Percent
 
        Increase
 
        2005 Compared
 
Years Ended December 31,
 2005  2004  with 2004 
  (In thousands, except % data) 
 
Gross profit $285,124  $200,073   42.5%
As a percent of revenues
  21.1%  20.7%    
Operating income $68,151  $42,764   59.4%
As a percent of revenues
  5.0%  4.4%    
Income from continuing operations before taxes $57,361  $31,244   83.6%
As a percent of revenues
  4.2%  3.2%    
Income from continuing operations $32,642  $15,353   112.6%
As a percent of revenues
  2.4%  1.6%    
Gross profit increased 42.5% to $285.1 million in 2005 from $200.1 million in 2004 primarily because of the addition of gross profit generated by CDT operations during the year, the impact of sales price increases implemented during 2004 and 2005, and the favorable impact of currency translation on the gross profit generated by our international operations. Also contributing to the favorable gross profit comparison were the current-year impact of material, labor and overhead cost reduction initiatives, the impact of production outsourcing in Europe during 2004, and the impact of a 2003 production capacity rationalization initiative in Europe that resulted in lower output, higher scrap and 2002.increased maintenance costs during 2004, severance and other related benefits costs of $11.4 million recognized during 2004 related to personnel reductions in both North America and Europe and the planned 2005 closure of a manufacturing facility in the United States.
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
External customer revenues $361,802   $196,040  $201,809 
Operating earnings  19,925    10,201   10,618 
 
As a percent of external customer revenues
  5.5%   5.2%  5.3%
These positive factors were partially offset by higher product costs resulting from increased purchase prices for copper and commodities derived from petrochemical feedstocks, severance and other related benefits costs of $8.5 million and accelerated depreciation of $3.5 million recognized during the current year related to our decisions to exit the United Kingdom communications cable market and restructure our European manufacturing operations, and severance and other related benefits costs of $1.3 million recognized in the current year related to the 2005 closure of a manufacturing facility in the United States and other personnel reductions.
Gross profit as a percent of revenues increased by 0.4 percentage points from the prior year because of the previously mentioned items and increased manufacturing utilization as a result of plant rationalization and consolidation.
Operating income increased 59.4% to $68.2 million in 2005 from $42.8 million in 2004 primarily because of higher gross profit largely attributable to the Merger and asset impairment costs of $8.9 million recognized during 2004 related to product line exits in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger).
Partially offsetting the positive operating income comparison was an increase in selling, general and administrative(SG&A) expenses to $207.1 million in 2005 from $151.4 million in 2004 primarily because of the addition of SG&A expenses related to the CDT operations, executive succession costs totaling $7.0 million


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recognized during the current year, merger integration costs of $3.8 million recognized during 2005, severance and other related benefits costs totaling $1.1 million recognized in the current year related to (1) our decisions to exit the United Kingdom communications cable market and restructure our European manufacturing operations and (2) personnel reductions in North America and the Asia/Pacific region, and the unfavorable impact of currency translation on the SG&A expenses of our international operations. These negative factors were partially offset by severance and other benefits costs of $1.8 million recognized during 2004 related to personnel reductions and both increased incentive compensation costs and increased professional services costs recognized during 2004 because of the Merger. SG&A expenses as a percentage of revenues decreased to 15.3% in 2005 from 15.7% in 2004 primarily because of the nonrecurring incentive compensation and professional services costs related to the Merger.
Also partially offsetting the positive operating income comparison were tangible asset and goodwill impairment costs of $3.3 million and $9.5 million, respectively, recognized during 2005 because of our decision to exit the United Kingdom communications cable market. Operating income as a percent of revenues increased to 5.0% in 2005 from 4.4% in 2004 as a result of the previously mentioned items.
Income from continuing operations before taxes increased 83.6% to $57.4 million in 2005 from $31.2 million in 2004 because of higher operating income largely attributable to the Merger and lower net interest expense partially offset by nonoperating income of $1.7 million recognized in 2004 on our sale of certain fully impaired equipment and technology which was used for the production of deflection coils. Net interest expense decreased 21.7% to $10.1 million in 2005 from $12.9 million in 2004 because of the repayment of 7.60% medium-term notes totaling $64.0 million in the third quarter of 2004, the repayment of 6.92% medium-term notes totaling $15.0 million in the third quarter of 2005, and higher interest income earned on cash equivalents partially offset by the assumption of 4.00% subordinated convertible debentures totaling $110.0 million from the legacy CDT operations in the third quarter of 2004. Interest income earned on cash equivalents was $4.9 million in 2005 compared to $1.8 million in 2004. Average debt outstanding was $241.2 million and $231.1 million during 2005 and 2004, respectively. The Company’s average interest rate was 6.04% in 2005 and 6.25% in 2004.
Our effective tax rate on income from continuing operations was 43.1% and 50.9% in 2005 and 2004, respectively. The decrease in the effective tax rate was primarily attributable to a decrease in deferred tax asset valuation allowances recognized against foreign net operating loss carryforwards from $9.4 million in 2004 to $5.0 million in 2005. The impact of the deferred tax asset valuation allowances was partially offset by favorable resolution of tax contingencies of $3.7 million and $2.4 million in 2005 and 2004, respectively.
Income from continuing operations increased 112.6% to $32.6 million in 2005 from $15.4 million in 2004 mainly because of higher income from continuing operations before taxes resulting largely from the Merger partially offset by higher income tax expense.
Electronics Segment
Revenues generated from sales to external customers increased 32.2% to $799.0 million in 2005 from $604.4 million in 2004 because of the impact of the Merger, increased selling prices, increased sales volume, and favorable currency translation on international revenues.
Revenues generated through the addition of the CDT operations during 2005 totaled approximately $148.0 million and contributed 24.5 percentage points of revenue increase.
The impact of increased product pricing contributed 5.2 percentage points of revenue increase during 2005. This price improvement resulted primarily from the impact of sales price increases implemented by the segment during 2004 and 2005 across most product lines in response to increases in the costs in copper and commodities derived from petrochemical feedstocks.
The impact of increased unit sales generated during the 2005 contributed 2.1 percentage points of revenue increase. The segment experienced higher unit sales of products with industrial, transportation/defense, and video/sound/security applications partially offset by lower unit sales of products with networking/communications applications.


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Favorable foreign currency translation on international revenues contributed 0.4 percentage points of revenue increase.
Operating income increased to $109.0 million in 2005 from $54.1 million in 2004 mainly because of the addition of operating income generated by the CDT operations, the impact of sales price increases implemented during 2004 and 2005, the current-year impact of manufacturing and SG&A cost reduction initiatives, favorable currency translation on operating income generated by our international operations, and the impact that a European capacity rationalization initiative had on 2004 operating income. The operating income comparison was also favorably affected by severance and other related benefits costs totaling $12.5 million recognized during 2004 related to personnel reductions and the planned 2005 closure of a manufacturing facility in the United States, asset impairment costs of $8.9 million recognized during 2004 related to product line exits in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger) and increased incentive compensation costs recognized during 2004 because of the Merger.
These positive factors were partially offset by higher product costs resulting from increased purchase prices for copper and commodities derived from petrochemical feedstocks, merger integration costs totaling $2.2 million recognized in the current year, severance and other benefits costs of $1.2 million recognized in 2005 related to the closure of a manufacturing facility in the United States and other personnel reductions, and accelerated depreciation of $1.4 million recognized in the current year related to our decision to restructure our European manufacturing operations.
As a percent of total revenues generated by the segment, operating income increased to 12.2% in 2005 from 7.9% in 2004 because of the previously mentioned items and increased manufacturing utilization as a result of plant rationalization and consolidation.
Networking Segment
Revenues generated on sales to external customers increased 52.9% to $553.1 million in 2005 from $361.8 million in 2004. The revenue increase resulted primarily from the impact of the Merger, increased sales volume, increased selling prices, and favorable currency translation on revenues generated by the Company’s international operations.
Revenues generated through the addition of the CDT operations in 2005 totaled approximately $154.3 million and contributed 42.6 percentage points of revenue increase.
The impact of increased unit sales generated during 2005 contributed 6.5 percentage points of revenue increase. The segment experienced higher unit sales of products with networking/communications, industrial, video/sound/security, and transportation/defense applications.
The impact of increased product pricing contributed 3.2 percentage points of revenue increase during 2005. This price improvement resulted primarily from the impact of sales price increases implemented by the segment during 2004 and 2005 across most product lines in response to increases in the costs of copper and commodities derived from petrochemical feedstocks. Despite significant list price increase, net price increases after discounts were insufficient to fully recover rising material costs.
Favorable foreign currency translation on international revenues contributed 0.5 percentage points of revenue increase.
Operating income decreased to $13.0 million in 2005 from $24.7 million in 2004 mainly because of asset impairment charges of $10.4 million and accelerated depreciation of $2.3 million recognized in the current year because of our decision to exit the United Kingdom communications cable market, higher product costs resulting from increased purchase prices for copper and commodities derived from petrochemical feedstocks, severance and other related benefits costs of $8.9 million recognized in the current year related to both our decision to exit the United Kingdom communications cable market and personnel reductions in the Asia/Pacific region, and merger integration costs totaling $1.0 million recognized in 2005.
These negative factors were partially offset by the addition of operating income generated by the CDT operations, the impact of sales price increases implemented during 2004 and 2005, the current-year impact of


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manufacturing and SG&A cost reduction initiatives, favorable currency translation on operating income generated by our international operations, the impact of production outsourcing in Europe during 2004, increased incentive compensation costs recognized during 2004 because of the Merger, and severance and other related benefits costs of $0.7 million recognized during 2004 related to personnel reductions.
Operating income as a percent of total revenues generated by the segment decreased to 2.3% in 2005 from 6.8% in 2004 because of the previously mentioned items.
Discontinued Operations
During 2005 and 2004, we reported four operations — Belden Communications Company(BCC) in Phoenix, Arizona; Raydex/CDT Ltd.(Raydex) in Skelmersdale, United Kingdom; Montrose/CDT(Montrose) in Auburn, Massachusetts; and Admiral/CDT(Admiral) in Wadsworth, Ohio and Barberton, Ohio — as discontinued operations. The Raydex, Montrose and Admiral operations were acquired through the Merger. As of the effective date of the Merger, management had formulated a plan to dispose of these operations. In regard to all discontinued operations, the remaining assets of these operations were held for sale during the years ended December 31, 2005 and 2004.
Loss from discontinued operations in 2005 includes:
• $2.2 million of revenues and $0.7 million of loss before income tax benefits related to the discontinued operations of our Electronics segment; and
• $0.1 million of revenues and $2.8 million of loss before income tax benefits related to the discontinued operations of our Networking segment.
We recognized a gain on the disposal of discontinued operations in the amount of $23.7 million before tax ($15.2 million after tax) during 2005.
Loss from discontinued operations for 2004 includes:
• $11.2 million of revenues and $0.9 million of income before income tax expense related to the discontinued operations of our Electronics segment; and
• $108.5 million of revenues and $18.8 million of loss before income tax benefits related to the discontinued operations of our Networking segment.
We recognized a gain on the disposal of discontinued operations in the amount of $0.4 million before tax ($0.2 million after tax) during 2004.
Operating Results — 2004 Compared With 2003
Continuing Operations
Continuing Operations Consolidated Revenues
 
Revenues generated in 2004 increased 54.8% to $966.2 million from revenues generated in 2003 of $624.1 million due to the Merger, increased selling prices, increased sales volume, increased selling prices, and favorable currency translation on international revenues.
 
Revenues generated through the addition of the CDT operations during 2004 totaled $247.0 million and contributed 39.6 percentage points of revenue increase.
 Increased unit sales generated during 2004 contributed 5.1 percentage points of revenue increase. The Company experienced volume increases in its sales of products with networking/communications applications and industrial applications. Higher unit sales of products with networking/communications applications and industrial applications contributed 4.0 and 2.7 percentage points of revenue increase, respectively. These volume increases were partially offset by 1.6 percentage points due to a volume decrease in sales of products with video/sound/security applications. Factors contributing to the net increased sales volume are listed below:
• Improvement in general economic conditions within North America, Europe and Asia;
• Increased unit purchasing of products with networking/communications applications by a large telecommunications customer in the United Kingdom;
• Increased project activity requiring products with industrial and networking/communications applications; and
• Increased distributor restocking activity in Asia for products with networking/communications applications and in North America for products with industrial applications.

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      Factors partially mitigating the net increased sales volume are listed below:
• The Company’s decision to cease, during the second quarter of 2003, the production of certain products with industrial applications and video/sound/security applications in Europe and the production of certain products with networking/communications applications in Australia; and
• Increased competition from other importers and pricing pressures in Australia and Asia on certain products with networking/communications applications.
The impact of increased product pricing contributed 6.0 percentage points of revenue increase during 2004. This price improvement resulted primarily from the impact of sales price increases implemented by the Company’s North America operationsCompany during 2004 across all productsmost product lines in January 2004 in response to increasing copper costs, sales price increases implemented by the Company’s North America and Asia/ Pacific operations across all product lines in March 2004 in response to further copper cost escalation and increases in Teflon® FEP costs, and sales price increases implemented by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and the increasing costs of other raw materials.copper and commodities derived from petrochemical feedstocks.
 
Increased unit sales generated during 2004 contributed 5.1 percentage points of revenue increase. We experienced volume increases in its sales of products with networking/communications applications and industrial


28


applications. Higher unit sales of products with networking/communications, industrial and transportation/defense applications partially offset by a volume decrease in sales of products with video/sound/security applications.
Favorable foreign currency translation on international revenues contributed 4.1 percentage points of revenue increase during 2004.
 
Revenues generated on sales of product to customers in the United States, representing 51.1% of the Company’sour total revenues generated during 2004, increased by 57.0% compared with revenues generated during 2003. Absent the impact of both the Merger and favorable currency translation on product sold by the Company’sour international operations to customers in the United States, revenues generated for 2004 increased by 18.8% from revenues generated during 2003. This increase resulted primarily from improvement in general economic conditions in the United States, increased project activity requiring products with video/sound/security applications and industrial applications, increased distributor-restocking activity for products with industrial applications and the impact of sales price increases implemented in January 2004 and March 2004.
 
Revenues generated on sales of product to customers in Canada represented 8.4% of the Company’sour total revenues for 2004. Canadian revenues for 2004 increased by 57.2% compared with revenues for 2003. Absent the impact of the Merger and favorable currency translation on product sold by the Company’sour international operations to customers in Canada, revenues generated for the 2004 decreased by 3.5% compared with revenues generated for 2003. This decrease resulted primarily from lower sales volume due to the Company’sour decision not to reduce sales prices on certain of its lower-margin product offerings to meet the prices offered by its competitors and a decrease in demand for certain products with industrial applications and networking/communications applications.
 
Revenues generated on sales of product to customers in the United Kingdom, representing 13.6% of the Company’s total revenues generated during 2004, increased by 59.6% compared with revenues generated during 2003. Absent the impact of the Merger and favorable currency translation on product sold by the Company’sour international operations to customers in the United Kingdom, revenues generated for 2004 increased by 34.7% compared with revenues generated for 2003. This increase resulted primarily from increased unit purchasing of products with networking/communications applications by a large telecommunications customer in the United Kingdom and increased contractual copper pass-through pricing on most products.
 
Revenues generated on sales of product to customers in Continental Europe represented 17.5% of the Company’sour total revenues for 2004. Continental European revenues generated during 2004 increased by 64.8% compared with revenues generated during 2003. Absent the impact of the Merger and favorable currency translation on product sold by the Company’sour international operations to customers in Continental Europe, revenues generated during 2004 decreased by 5.6% compared with revenues generated during 2003. The majority of this decrease resulted from the Company’sour decision to cease, in the second quarter of 2003, the production of certain products with industrial applications and video/sound/security applications. The negative impact of this decision on revenue comparisons was partially offset by increased project activity requiring products with video/sound/security applications.

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Revenues generated on sales of product to customers in the rest of the world, representing 9.4% of the Company’s total revenues generated during 2004, increased by 24.1% from revenues generated during 2003. Absent the impact of the Merger and favorable currency translation on product sold by the Company’sour international operations to customers in the rest of the world, revenues generated during 2004 increased by 3.6% compared with revenues generated during 2003. The increase represented higher demand in the Asia, Latin America and Africa/Middle East markets partially offset by lower demand and the impact of the Company’sour decision to cease, in the second quarter of 2003, the production of certain products with networking/communications applications in the Australia market.


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Continuing Operations Costs, Expenses and Earnings
 
The following table sets forth information comparing the 2004 components of earnings with 2003.
               
       Percent
       Increase 2004
       Compared
Year Ended December 31, 2004  2003 With 2003
        
  (In thousands, except % data)
Gross profit $200,073   $119,307   67.7%
 
As a percent of revenues
  20.7%   19.1%    
Operating earnings $42,764   $27,221   57.0%
 
As a percent of revenues
  4.4%   4.4%    
Income from continuing operations before taxes $31,244   $14,650   113.3%
 
As a percent of revenues
  3.2%   2.3%    
Income from continuing operations $15,353   $10,157   51.2%
 
As a percent of revenues
  1.6%   1.6%    
 
             
        Percent
 
        Increase
 
        2004 Compared
 
Years Ended December 31,
 2004  2003  with 2003 
  (In thousands, except % data) 
 
Gross profit $200,073  $119,307   67.7%
As a percent of revenues
  20.7%  19.1%    
Operating income $42,764  $27,221   57.0%
As a percent of revenues
  4.4%  4.4%    
Income from continuing operations before taxes $31,244  $14,650   113.3%
As a percent of revenues
  3.2%  2.3%    
Income from continuing operations $15,353  $10,157   51.2%
As a percent of revenues
  1.6%  1.6%    
Gross profit increased 67.7% to $200.1 million in 2004 from $119.3 million in 2003 due primarily to the Merger, higher sales volume, an increase in product sales prices, and the favorable impact of currency translation on gross profit. Also contributing to the favorable gross profit comparison were the current-period impact of material, labor and overhead cost reduction initiatives, increased unabsorbed production costs recognized during 2003 resulting from actions taken by the Company to reduce inventory levels, severance and related benefits costs of $1.9$3.6 million recognized in 2003 related to manufacturing facility closures in Australia and Germany and severance and related benefits costs of $1.2 million and $0.5 million recognized in 2003 resulting fromother personnel reductions within the Electronics segment and the Networking segment, respectively.reductions. These positive factors were partially offset by higher product costs resulting from increased purchase prices for copper Teflon® FEP and commodities derived from both petroleum and natural gas.petrochemical feedstocks. Also partially offsetting the favorable comparisons were severance and other benefits costs of $10.3$11.4 million recognized in 2004 related to personnel reductions in North America and Europe severance and other benefits coststhe planned 2005 closure of $1.1 million recognized in 2004 related to a planned manufacturing facility closure in the United States, the impact of thestep-up in the carrying values of CDT inventories that resulted from the Merger, the impact of production outsourcing in Europe, increased transportation costs (especially in Europe) and the impact of production capacity rationalization in Europe initiated during 2003 that resulted in lower output, higher scrap and increased maintenance costs in 2004. Gross profit as a percent of revenues increased 1.6 percentage points from the prior year due to the previously mentioned items.
 
Operating earningsincome increased 57.0% to $42.8 million for 2004 from $27.2 million for 2003 due primarily to higher gross profit, the current-period impact of selling, general and administrative (SG&A) cost reduction initiatives, severance and asset impairment costs totaling $1.1 million recognized during 2003 related to manufacturing facility closures in Australia and Germany, severance and other related benefits costs of $2.4 million recognized in 2003 related to personnel reductions within the Electronics segment and bad debt expense of $0.6 million recognized in 2003 related to the failure of a distribution customer in Asia. Partially offsetting these positive factors was an increase in SG&A expenses to $151.4 million in 2004 from $94.7 million for 2003. This increase was due primarily to the addition of the CDT operations, the unfavorable impact of currency translation on international expenses, severance and other benefits costs of $1.8 million

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recognized in 2004 related to personnel reductions in North America, Europe and Australia, increased incentive compensation costs related to the Merger, and increased professional services costs related to the Merger and implementation of Section 404 of the Sarbanes-Oxley Act of 2002. Also partially offsetting the favorable operating earningsincome comparison were asset impairment costs totaling $8.9 million recognized in 2004 related to product line exits in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger). SG&A expenses as a percentage of revenues increased to 15.7% in 2004 from 15.2% in 2003. Operating earningsincome as a percent of revenues were 4.4% in both 2004 and 2003.
 
Income from continuing operations before taxes increased 113.3% to $31.2 million in 2004 from $14.7 million in 2003 due to higher operating earnings,income, nonoperating income of $1.7 million recognized in the second quarter of 2004 on the Company’sour sale of certain fully impaired equipment and technology which was used for the production of deflection coils partially offset by the minority interest in certain CDT operations and higher net interest expense. Net interest expense increased 2.5% to $12.9 million in 2004 from $12.6 million in 2003 due to higher average debt outstanding, albeit at


30


lower interest rates, partially offset by increased interest income. Average debt outstanding was $231.1 million and $200.1 million during 2004 and 2003, respectively. The Company’s average interest rate was 6.25% in 2004 and 6.48% in 2003. Interest income for 2004 and 2003 was $1.8 million and $0.5 million, respectively.
 The Company’s
Our effective annual tax rate on income from continuing operations was 50.9% and 30.7% in 2004 and 2003, respectively. Absent the impact of an additional deferred tax asset valuation allowance, the Company’sour effective tax rate was 20.8% for 2004. The tax rate increase was due primarily to a deferred tax asset valuation allowance of $9.4 million recorded against foreign net operating loss (NOL) carryforwards in 2004 partially offset by the 2004 resolution of a $2.4 million prior period tax contingency.
 
Income from continuing operations increased 51.2% to $15.4 million in 2004 from $10.2 million in 2003 due mainly to higher income from continuing operations before taxes partially offset by higher income tax expense.
Electronics Segment
 
Revenues generated from sales to external customers increased 41.2% to $604.4 million for 2004 from $428.1 million for 2003 due to the Merger, increased selling prices, higher sales volume and favorable currency translation on international revenues.
Revenues generated through the addition of the CDT operations totaled $122.2 million and contributed 28.5 percentage points of the revenue increase.
 
The impact of increased product pricing contributed 6.6 percentage points of revenue increase during 2004. This price improvement resulted from the impact of sales price increases implemented by the Company’s North America operationsCompany across all products lines beginning in January 2004 and by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and increasing costs for other raw materials.commodities derived from petrochemical feedstocks.
 
Increased unit sales generated during 2004 contributed 3.0 percentage points of revenue increase. The segment experienced volume increases in its sales of products with industrial applications and networking/communications, applications. Higher unit sales of products with industrialand transportation/defense applications and networking/communications applications contributed 3.1 and 2.3 percentage points of revenue increase, respectively. These volume increases were partially offset by a volume decrease in sales of products with video/sound/security applications. Lower unit sales of products with video/sound/security applications offset the gross revenue increase by 2.4 percentage points. Unit sales of products with video/sound/security applications were lower due to the Company’s decision to cease during the second quarter of 2003 the production of certain products with video/sound/security applications in Europe. Unit sales of products with video/sound/security applications that the Company continues to produce improved from 2003. Positive factors contributing to the volume increase and negative factors partially mitigating the volume increase are listed underContinuing Operations Consolidated Revenuesbeginning on Page 18 of this Annual Report on Form 10-K. Each of the factors listed, with the exception of those specifically addressing the United Kingdom, Australia or Asia, applies to the Electronics segment.

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Favorable foreign currency translation on international revenues contributed 3.1 percentage points of revenue increase.
 
Operating earningsincome increased 59.6%82.4% to $47.3$54.1 million for 2004 from $29.7$30.0 million for 2003 due mainly to the Merger, higher sales volumes, increased product sales prices, the favorable impact of currency translation on the operating income of international operations, and the current-year impact of both manufacturing and SG&A cost reduction initiatives. Also contributing to the favorable operating earningsincome comparison were increased unabsorbed production costs recognized in 2003 resulting from actions taken by the segment to reduce inventory levels, severance and asset impairment costs of $0.9 million and $0.4 million, respectively, recognized in 2003 related to a manufacturing facility closure in Germany, severance costs of $3.6 million recognized in 2003 related to personnel reductions, within the segment, and the realignment of the Ft. Mill, South Carolina manufacturing facility(Ft. MillMill)) from this segment to the Networking segment effective July 1, 2003.
 
These positive factors were partially offset by higher product costs resulting from increasingincreased purchase prices for copper Teflon® FEP and commodities derived from both petroleum and natural gas.petrochemical feedstocks. Also partially offsetting the favorable operating earningsincome comparison were asset impairment costs totaling $8.9 million recognized in 2004 related to the exit of certain product lines in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger), the impact of thestep-up in the carrying values of CDT inventories that resulted from the Merger, severance and other benefits costs of $9.9$12.5 million recognized in 2004 related to production personnel reductions within the segment, severance and other benefits costs of $1.1 million recognized in 2004 related to a planned 2005 closure of a manufacturing facility closure in the United States, increased transportation costs (especially in Europe), the impact of production capacity rationalization in Europe, discussed above, and an increase in SG&A expenses from $61.5 million in 2003 to $84.4 million in 2004. This increase in SG&A expenses was due primarily to the addition of the CDT operations, the unfavorable impact of currency translation on international expenses, severance and other benefits costs of $1.5 million recognized in 2004 related to SG&A personnel reductions within the segment, and increased incentive compensation costs related to the Merger.
 
As a percent of total revenues from external customers,generated by the segment, operating earningsincome increased to 7.8%7.9% in 2004 from 6.9%6.5% in 2003 due to the previously mentioned items.


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Networking Segment
 
Revenues generated on sales to external customers increased 84.6% to $361.8 million for 2004 from $196.0 million for 2003. The revenue increase was due primarily to the Merger, increased sales volume, favorable currency translation on international revenues and increased sales prices.
Revenues generated through the addition of the CDT operations totaled $124.9 million and contributed 63.7 percentage points of the revenue increase.
 
Increased unit sales and increased contractual copper pass-through pricing during 2004 contributed 9.6 percentage points of revenue increase. The unit sales increase resulted primarily from increased unit sales of products with networking/communications applications to the segment’s largesta large telecommunications customer and by increased unit sales of products with industrial applications and video/sound/security applications by the Company’sour Asia/Pacific operations. Higher unit sales of products with networking/communications applications, industrial applications and video/sound/security applications contributed 7.6, 1.7 and 0.3 percentage points of revenue increase, respectively.
 
Favorable foreign currency translation on revenues contributed 6.3 percentage points of revenue increase.
 
The impact of increased product pricing initiated in response to copper cost escalation in January 2004 by the segment’s North American operations and in March 2004 by the segment’s Asia/ Pacific operations, contributed 5.0 percentage points of revenue increase during 2004. This price improvement resulted from the impact of sales price increases implemented by the Company across all products lines in 2004 in response to copper cost escalation and increasing costs for commodities derived from petrochemical feedstocks.
 
Operating earningsincome increased 95.3%142.0% to $19.9$24.7 million for 2004 from $10.2 million for 2003 due primarily to the Merger, higher sales volumes, increased product sales prices, the favorable impact of currency translation on the operating earningsincome of international operations and the current-period impact of both manufacturing and SG&A cost reduction initiatives. Also contributing to the favorable operating earningsincome comparison were

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increased unabsorbed production costs recognized in 2003 resulting from actions taken by the segment to reduce inventory levels, severance and other related benefits costs of $1.7$2.2 million recognized in 2003 related to a manufacturing facility closure in Australia severance and other benefits costs of $0.5 million recognized in 2003 related to personnel reductions in the United Kingdom, and bad debt expense of $0.6 million recognized in 2003 related to the failure of a distribution customer in Asia.
 
The positive impact that these factors had on the operating earningsincome comparison was partially offset by the realignment of Ft. Mill from the Electronics segment to this segment effective July 1, 2003. The positive impact that these favorable factors had on the operating earningsincome comparison was also partially offset by the impact of production outsourcing, higher product costs resulting from increased purchase prices for copper and commodities derived from both petroleum and natural gas.petrochemical feedstocks. Also partially offsetting the favorable comparisons were severance and other benefits costs of $0.4$0.7 million recognized in 2004 related to production personnel reductions, within the segment, the impact of thestep-up in the carrying values of CDT inventories that resulted from the Merger, and an increase in SG&A expenses from $20.4 million in 2003 to $42.4 million in 2004. This increase in SG&A expenses resulted primarily from the addition of the CDT operations, the unfavorable impact of currency translation on international expenses, severance and other benefits costs of $0.3 million recognized in 2004 related to SG&A personnel reductions within the segment, and increased incentive compensation costs related to the Merger.
 
Operating earningsincome as a percent of total revenues from external customersgenerated by the segment increased to 5.5%6.8% in 2004 from 5.2% in 2003 due to the previously mentioned items.
Discontinued Operations
 
During 2004, we reported four operations — BCC, Raydex, Montrose and Admiral — as discontinued operations. During 2003, we reported only BCC as a discontinued operation.
Loss from discontinued operations for 2004 includes:
 • $11.2 million of revenues and $0.9 million of income before income tax expense related to the discontinued operations of the Company’sour Electronics segment; and
 
 • $108.5 million of revenues and $18.5$18.8 million of loss before income tax benefits related to the discontinued operations of the Company’sour Networking segment.
 
We recognized a gain on the disposal of discontinued operations in the amount of $0.4 million before tax ($0.2 million after tax) during 2004.


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Loss from discontinued operations for 2003 includes $202.4 million of revenues and $112.1 million of loss before income tax benefits related to the discontinued operations of the Company’sour Networking segment.
Operating Results — 2003 Compared With 2002
Continuing Operations RevenuesFinancial Condition
 Revenues decreased 1.4% to $624.1 million in 2003 from $633.1 million in 2002 as reduced sales volume and decreased selling prices were only partially offset by favorable currency translation on international revenues.
      The Company experienced volume decreases, which contributed 6.1 percentage points of revenue decrease, in all of its product offerings due primarily to the sluggish general economies in both North America and Europe and the Company’s decision to cease production, during the second quarter of 2003, of certain products with industrial applications and video/sound/security applications in Europe and products with networking/communications applications in Australia. Lower unit sales of products with networking/communications applications, industrial applications and video/sound/security applications contributed 4.2, 1.4 and 0.5 percentage points of revenue decrease, respectively.
      Decreased product pricing also contributed 1.0 percentage point of revenue decrease. This decrease resulted primarily from the impact of sales price reductions implemented on certain products with networking/communications and video/sound/security applications. These decreases were partially offset by sales price increases implemented on certain products with industrial applications.
      Favorable foreign currency translation on international revenues contributed 5.7 percentage points of revenue increase during 2004.

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      Revenues in the United States, representing 50.4% of the Company’s total revenues generated during 2003, declined by 6.9% compared with revenues generated during 2002. This decline was attributed to unfavorable economic conditions in the United States that resulted in lower demand for products with networking/communications applications, industrial applications and video/sound/security applications.
      Revenues in Canada represented 8.3% of the Company’s total revenues for 2003. Canadian revenues for 2003 increased by 5.5% compared with revenues for 2002. Absent the impact of favorable currency translation on product sold by the Company’s international operations to customers in Canada, revenues generated for 2003 decreased by 5.4% compared with revenues generated for 2002. This decrease was due primarily to lower demand for products with industrial applications.
      Revenues in the United Kingdom, representing 13.3% of the Company’s total revenues generated during 2003, decreased by 2.7% compared with revenues generated during 2002. Absent the impact of favorable currency translation on product sold by the Company’s international operations to customers in the United Kingdom, revenues generated for 2003 declined by 11.4% compared with revenues generated for 2002. This decline occurred due to a shortfall in revenues generated on the sale of products with industrial applications and video/sound/security applications.
      Revenues in Continental Europe represented 16.4% of the Company’s total revenues for 2003. Continental European revenues generated during 2003 increased by 14.6% compared with revenues generated during 2002. Absent the impact of favorable currency translation on product sold by the Company’s international operations to customers in Continental Europe, revenues generated during 2003 decreased by 3.8% compared with revenues generated during 2002. This decline occurred primarily due to a shortfall in demand for products with networking/communications applications and the Company’s decision to cease production, during the second quarter of 2003, of certain products with industrial applications.
      Revenues from the rest of the world, representing 11.6% of the Company’s total revenues generated during 2003, increased by 1.3% from the same period in 2002. Absent the impact of favorable currency translation on product sold by the Company’s international operations to customers in the rest of the world, revenues generated for 2003 declined by 5.8% compared with revenues generated for 2002. This decrease represented lower demand in both Latin America and the Asia/ Pacific markets and the impact of the Company’s decision to cease production, in the second quarter of 2003, of certain products with networking/communications applications in Australia and certain products with video/sound/security applications in Europe. Many of these discontinued products were historically sold to customers in the Asia/ Pacific markets. These negative factors were partially offset by increased demand for the Company’s products in the Africa/ Middle East markets.
Continuing Operations Costs, Expenses and Earnings
      The following table sets forth information comparing the 2003 components of earnings with 2002.
              
      Percentage
      Increase/
      (Decrease)
      2003 Compared
Years Ended December 31, 2003 2002 with 2002
       
  (In thousands, except % data)
Gross profit $119,307  $122,857   (2.9)%
 
As a percent of revenues
  19.1%  19.4%    
Operating earnings $27,221  $20,183   34.9%
 
As a percent of revenues
  4.4%  3.2%    
Income from continuing operations before taxes $14,650  $5,926   147.2%
 
As a percent of revenues
  2.3%  .9%    
Income/(loss) from continuing operations $10,157  $(9)  112,955.6%
 
As a percent of revenues
  1.6%  (-)%    

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      Gross profit decreased 2.9% to $119.3 million in 2003 from $122.9 million in 2002 due primarily to lower sales volume, higher product costs resulting from increased prices for copper and commodities derived from petroleum and natural gas, the impact of sales price reductions taken on certain products with networking/communications and video/sound/security applications, increased unabsorbed production costs recognized during 2003 resulting from actions taken by the Company to reduce inventory levels, severance costs of $1.9 million recognized in 2003 related to manufacturing facility closures in Australia and Germany, severance costs of $1.2 million and $0.5 million recognized in 2003 resulting from personnel reductions within the Electronics segment and the Networking segment, respectively, and an aggregate nonrecurring $0.7 million favorable settlement from class action litigation regarding the pricing of copper futures recognized in 2002.These negative factors were partially offset by the current-year impact of material, labor and overhead cost reduction initiatives as well as severance costs totaling $2.7 million related to personnel reductions within the Electronics segment recognized in 2002, severance costs totaling $5.9 million recognized in 2002 related to product line curtailment and planned manufacturing facility consolidation, and inventory obsolescence costs of $3.6 million recognized in 2002 related to product line curtailment. Gross profit as a percent of revenues decreased by 0.3 percentage points from the prior year due to the previously mentioned items.
      Operating earnings increased 34.9% to $27.2 million in 2003 from $20.2 million in 2002 due primarily to asset impairment and severance costs totaling $18.0 million and $2.4 million, respectively, recognized in 2002 related to product line curtailment and manufacturing facility closures in Australia and Germany, severance costs totaling $1.3 million recognized in 2002 related to personnel reductions within the Electronics segment, and bad debt expense totaling $1.9 million recognized in 2002. These favorable factors were somewhat mitigated by lower gross profit, the unfavorable impact of currency translation on SG&A expenses denominated in currencies other than the United States dollar, severance costs of $2.4 million recognized in 2003 related to personnel reductions within the Electronics segment, asset impairment and severance costs totaling $1.1 million recognized in 2003 related to manufacturing facility closures in Australia and Germany, and bad debt expense of $0.6 million recognized in 2003 related to the failure of a distribution customer in Asia. SG&A expenses increased slightly to 15.2% of revenues in 2003 from 15.1% of revenues in 2002. Operating earnings as a percent of revenues increased by 1.2 percentage points from the prior year due to the previously mentioned items.
      Income from continuing operations before taxes increased 147.2% to $14.7 million in 2003 from $5.9 million in 2002. This increase was due mainly to higher operating earnings and decreased interest expense. Interest expense decreased 11.8% to $12.6 million in 2003 from $14.3 million in 2002 due to lower average borrowings and marginally lower interest rates. Average debt outstanding during the 2003 and 2002 was $200.1 million and $215.3 million, respectively. The Company’s average interest rate was 6.48% in 2003 and 6.64% in 2002.
      The net tax expense of $4.5 million for the year ended December 31, 2003 resulted from income from continuing operations before taxes of $14.7 million. The Company’s effective tax rate after asset impairment, severance and bad debt was 28.6%. This rate was adjusted to 30.7% because of valuation allowances recorded against the foreign NOL carryforwards.
      Income/(loss) from continuing operations increased significantly to income of $10.2 million in 2003 from a loss of $0.009 million in 2002 due mainly to increased income from continuing operations before taxes and decreased income tax expense.
Electronics Segment
      Revenues generated from sales to external customers decreased 0.7% to $428.1 million for 2003 from $431.3 million for 2002 due primarily to volume and sales price decreases partially offset by favorable currency translation on international revenues.
      The segment experienced lower sales volume on products with industrial, networking/communications and video/sound/security applications that contributed 5.3 percentage points of revenue decrease due to the unfavorable manufacturing economies in the United States and Europe and the Company’s decision to cease production, in the second quarter of 2003, of certain products with industrial and video/sound/security

25


applications. Lower unit sales of products with industrial applications, networking/communications applications and video/sound/security applications contributed 2.4, 1.7 and 1.2 percentage points of revenue decrease, respectively.
      The impact of price reductions taken on certain products with networking/communications and video/sound/security applications also had a negative impact on the revenue comparison. The impact of these price reductions was partially offset by price increases taken on certain products with industrial applications. Overall, the impact of decreased sales prices contributed 0.2 percentage points of revenue decrease.
      Favorable currency translation on international revenues partially offset the negative impact that volume and pricing had on the revenue comparison by 4.8 percentage points.
      Operating earnings increased by 48.5% to $29.7 million for 2003 from $20.0 million for 2002 due mainly to asset impairment and severance costs of $8.3 million recognized in 2002 related to product line curtailment and a manufacturing facility closure in Germany, inventory obsolescence costs of $0.1 million recognized in 2002 related to product line curtailment, severance costs of $3.3 million recognized in 2002 related to personnel reductions taken in response to the downturn in sales activity, bad debt expense totaling $0.9 million recognized in 2002 related to two financially troubled distribution customers, the 2003 impact of cost reduction initiatives related to certain material, labor, and manufacturing overhead expenditures, the realignment of Ft. Mill from this segment to the Networking segment effective July 1, 2003, and a decrease in SG&A expenses from $65.6 million in 2002 to $61.5 million in 2003. SG&A expenses decreased due primarily to the impact of cost reduction initiatives related to certain SG&A expenditures partially offset by the unfavorable impact of currency translation on SG&A expenses denominated in currencies other than the United States dollar, severance costs of $2.3 million recognized in 2003 related to SG&A personnel reductions within the segment, and SG&A severance costs of $0.4 million recognized in 2003 related to a manufacturing facility closure in Germany.
      These positive factors were partially offset by lower sales volumes, the impact of sales price reductions taken on certain products, increased unabsorbed production costs resulting from actions taken by the segment to reduce inventory levels, severance costs of $1.3 million recognized in 2003 related to production personnel reductions within the segment, an aggregate nonrecurring $0.7 million favorable settlement from class action litigation regarding the pricing of copper futures recognized during 2002, and production severance costs and asset impairment costs of $0.5 million and $0.4 million, respectively, recognized in 2003 related to a manufacturing facility closure in Germany.
      As a percent of revenues from external customers, operating earnings increased to 6.9% in 2003 from 4.6% in 2002 due to the previously mentioned items.
Networking Segment
      Revenues generated on sales to external customers decreased 2.9% to $196.0 million for 2003 from $201.8 million for 2002. The revenue decrease was due principally to volume and sales price decreases partially offset by favorable currency translation on international revenues.
      The segment experienced lower sales volume on products with networking/communications applications partially offset by higher sales volume on products with video/sound/security applications and industrial applications. Overall, the lower sales volume in this segment contributed 7.8 percentage points of revenue decrease due to the unfavorable manufacturing economies in the United States, Europe and parts of Asia and the Company’s decision to cease production, in the second quarter of 2003, of certain products with networking/communications applications in Australia. Lower unit sales of products with networking/communications applications contributed 9.3 percentage points of revenue decrease. Higher unit sales of products with video/sound/security applications and industrial applications partially offset the negative impact that networking/communications sales volume had on the revenue comparison by 0.8 and 0.7 percentage points, respectively.

26


      The impact of price reductions taken on certain products with networking/communications, video/sound/security and industrial applications also had a negative impact on the revenue comparison. Overall, the impact of decreased sales prices contributed 2.8 percentage points of revenue decrease.
      Favorable currency translation on international revenues partially offset the negative impact that volume and pricing had on the revenue comparison by 7.7 percentage points.
      Operating earnings deteriorated by 3.8% to $10.2 million for 2003 from $10.6 million for 2002 due primarily to increased unabsorbed production costs resulting from actions taken to reduce inventory levels, severance costs of $1.7 million recognized in 2003 related to a manufacturing facility closure in Australia, severance costs of $0.5 million recognized in 2003 related to personnel reductions in the United Kingdom, the realignment of Ft. Mill from the Electronics segment to this segment effective July 1, 2003, and an increase in SG&A expenses from $19.7 million in 2002 to $20.4 million in 2003. This increase in SG&A expenses was due primarily to the unfavorable impact of currency translation on SG&A expenses denominated in currencies other than the United States dollar and bad debt expense of $0.6 million recognized in 2003 related to the failure of a distribution customer in Asia.
      These negative factors were partially offset by the 2003 impact of cost reduction initiatives related to certain material, labor, manufacturing overhead and SG&A expenditures, asset impairment and severance costs of $17.5 million recognized in 2002 related to product line curtailment and a manufacturing facility closure in Australia, inventory obsolescence costs of $3.5 million recognized in 2002 related to product line curtailment, and asset impairment costs totaling $0.5 million recognized in 2002 related to outdated manufacturing technology.
      Operating earnings as a percent of revenues from external customers decreased to 5.2% in 2003 from 5.3% in 2002 due to the previously mentioned items.
Discontinued Operations
      Loss from discontinued operations for 2003 includes $202.4 million of revenues and $112.1 million of loss before income tax benefits related to the discontinued operations of the Company’s Networking segment. Loss from discontinued operations for 2002 includes $180.3 million of revenues and $24.0 million of loss before income tax benefits related to the discontinued operations of the Company’s Networking segment.
Financial Condition
Liquidity and Capital Resources
 The Company’s
Our sources of cash liquidity included cash and cash equivalents, cash from operations and amounts available under credit facilities. Generally, the Company’sour primary source of cash has been from business operations. Cash sourced from credit facilities and other borrowing arrangements has historically been used to fund business acquisitions. The Company believesWe believe that these sources are sufficient to fund the current requirements of working capital, to make scheduled pension contributions for the Company’sour retirement plans, to fund scheduled debt maturity payments, to fund quarterly dividend payments and to support its short-term and long-term operating strategies.
 The Company’s NOL
Our net operating loss carryforwards as of December 31, 20042005 in Australia, Germany, the Netherlands and the United States suggest the Company’swill continue to reduce our cash tax payments will be minimal in 2005.2006 when compared to tax expense. These NOL carryforwards arise from lowered operating earnings during the recent economic downturns in the United States and Europe, costs associated with divestiture or closure of manufacturing plants in the United States, Germany and Australia, and transaction and other costs associated with the Merger.
 
Planned capital expenditures for 20052006 are $25.0 million toapproximately $30.0 million, of which approximately $12.0over $20.0 million relates to capacity maintenance and enhancement. The Company hasWe have the ability to revise and reschedule the anticipated capital expenditure program should the Company’sour financial position require it.
 Any materially adverse reaction to customer
Customer demand, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company’sour product mix or

27


economic conditions worldwide could affect theour ability of the Company to continue to fund itsour needs from business operations.
 
Net cash outflow during 2005 totaled $54.2 million. The disposal of discontinued operations provided $40.0 million of cash during the year.
Net cash inflow during 2004 totaled $42.9 million. The disposal of discontinued operations provided $78.3 million of cash during the year.
Net cash inflow during 2003 totaled $77.4 million. There were no disposals of discontinued operations during the year.
Cash Flows from Operating Activities
Net cash provided by continuing operationsoperating activities in 2005 totaled $43.4$49.1 million. Changes in operating assets and liabilities used cash of $45.0 million. This use resulted primarily from increased inventories and receivables. Inventories increased from December 31, 2004 because of cost increases for copper and commodities derived from petrochemical feedstocks and the Company’s need for higher inventory levels to support increased sales during 2005. Receivables increased from December 31, 2004 because of greater sales volume in 2005 and increased sales prices in response to higher raw material costs partially offset by increases in the allowances recognized for both unissued credits and incentive rebates.
Noncash asset impairment costs totaling $12.8 million were recognized in 2005 related to our decision to exit the United Kingdom communications cable market.
Also in 2005, we elected to partially compensate our nonemployee directors and $79.2certain key employees with common stock held in treasury rather than with cash. Treasury stock issued to the nonemployee directors had a FIFO cost basis of zero and a market value of $0.2 million. Treasury stock issued to the key employees had a FIFO cost basis of zero and a market value of $2.0 million. During 2005, we also amortized $2.0 million of unearned deferred compensation related to nonvested restricted stock we awarded to certain key employees in 2004 and 2003, respectively. Netlieu of cash used for discontinued operations totaled $0.5 million and $1.8 million in 2004 and 2003, respectively.compensation during 2002 through 2004.
Cash Flows from Operating Activities
Net cash provided by operating activities in 2004 totaled $41.0 million. Changes in operating assets and liabilities used cash of $18.3 million. This use resulted primarily from increased inventories and a decrease in


33


accounts payable and accrued liabilities. Inventories increased from December 31, 2003 due to the Company’sour need for higher inventory levels to support increased sales during 2004. Accounts payable and accrued liabilities decreased from December 31, 2003 due primarily to the liquidation of liabilities of the discontinued operations.
 Asset
Noncash asset impairment costs totaling $8.9 million were recognized in 2004 related to product line exits in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger).
 
In 2004, the Companywe elected to fund certain contributions to one of itsour retirement savings plans with common stock held in treasury rather than with cash. Treasury stock issued had a FIFO cost basis of $1.8 million and a market value of $2.3 million.
 
Also in 2004, the Companywe elected to partially compensate itsour nonemployee Directorsdirectors and certain key employees with common stock held in treasury rather than with cash. Treasury stock issued to the nonemployee directors had a FIFO cost basis of zero and a market value of $0.3 million. Treasury stock issued to the key employees had a FIFO cost basis of zero and a market value of $0.6 million. During 2004, the Companywe also amortized $2.9 million of unearned deferred compensation related to nonvested commonrestricted stock itwe awarded to certain key employees in lieu of cash compensation during 2001 through 2004.
 The Company
We issued common stock held in treasury rather than paying cash for compensation on the settlement of employee stock purchase plan rights granted under the Company’sour various share-based payment plans during 2004. Treasury stock issued had a FIFO cost basis of $0.1 million and a market value of $0.1 million.
 The Company
We recognized a gain of $1.7 million during 2004 on the sale of fully-impaired equipment and technology used for the production of deflection coils.
 
Net cash provided by operating activities in 2003 totaled $96.4 million. Changes in operating assets and liabilities provided cash of $56.2 million. This contribution resulted from decreases in both inventories and receivables partially offset by decreased accounts payable and accrued liabilities. In 2003, the Companywe focused on reducing inventory levels in an effort to accumulate cash for pension contribution payments estimated at $10.3 million and debt maturity payments estimated at $64.0 million to be made in 2004. The CompanyWe accumulated cash rather than prepaying debt due to the onerous penalties that would apply on a debt prepayment. Receivables decreased primarily due to lower revenues. Accounts payable and accrued liabilities decreased from December 31, 2002 due primarily to the payout of severance and other related benefits throughout 2003.
 
Asset impairment costs of $92.8 million were recognized in 2003 related to the manufacturing facility closure in Germany and the Company’sour inability to recover itsour investment in both the tangible and intangible assets of BCC’s discontinued operation in Phoenix, Arizona operation.Arizona.
 
In 2003, the Companywe elected to fund certain contributions to one of itsour retirement savings plans with common stock held in treasury rather than with cash. Treasury stock had a FIFO cost basis of $4.5 million and a market value of $3.7 million.
 
Also in 2003, the Companywe elected to partially compensate itsour nonemployee Directors with common stock held in treasury rather than with cash. Treasury stock had a FIFO cost basis of $0.2 million and a

28


market value of $0.1 million. During 2003, the Companywe also amortized $1.6 million of unearned deferred compensation related to nonvested common stock itwe awarded to certain key employees in lieu of cash compensation during 2001 through 2003.
 The Company
We issued common stock held in treasury rather than paying cash for compensation on the settlement of employee stock purchase plan rights granted under the Company’sour various share-based payment plans during 2003. Treasury stock had a FIFO cost basis of $2.8 million and a market value of $2.1 million.
 Net cash provided by operating activities in 2002 totaled $93.6 million. Operating assets and liabilities provided $34.6
Cash Flows from Investing Activities
In 2005, we received $51.5 million of funds. This contribution resulted primarily from decreases in receivables, inventories and income taxes receivable and an increase in accounts payable and accrued liabilities. Receivables decreased from December 31, 2001 due to reduced sales volume in 2002. Inventories decreased due to inventory reduction efforts implemented by the Company in response to reduced product demand. Income taxes receivable decreased due to federal income tax refunds received in the first quarter of 2002. Accounts payable and accrued liabilities increased from December 31, 2001 due to an increase in accrued severance related to the Company’s planned exitsale of real estate and certain product lines throughouttangible assets of BCC’s discontinued Phoenix operations, Raydex’s discontinued Skelmersdale, United Kingdom operation, the worlddiscontinued Montrose operation, Admiral’s discontinued Barberton, Ohio operation, the Fort Lauderdale, Florida operation, the Villingen, Germany operation, and planned manufacturing facility consolidation in 2003.
      Asset impairment costs totaling $32.7 million were recognized in 2002 related to product line curtailment and manufacturing facility closures in Australia and Germany.
      During 2002, the Company amortized $1.1 million of unearned deferred compensation related to nonvested common stock it awarded to certain key employees in lieu of cash compensation during 2001 and 2002.Kingston, Canada operation.


34


      The Company issued common stock held in treasury rather than paying cash for compensation on the settlement of employee stock purchase plan rights granted under the Company’s various share-based payment plans during 2002. Treasury stock had a FIFO cost basis of $2.9 million and a market value of $1.6 million.
Cash Flows from Investing Activities
In 2004, the Company incurred $6.2 million in transaction costs associated with the Merger.
      Also in 2004, the Companywe received $82.1 million related to the sale of certain assets of BCC’s discontinued Phoenix operations to Superior Essex Communication LLC (Superior).Communications LLC.
 In 2002, the Company acquired certain assets and assumed certain liabilities of the NORCOM wire and cable business in Kingston, Canada from CDT for cash at a cost of approximately $11.3 million.
Capital Expenditures
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
Continuing operations:             
 Capacity maintenance and enhancement $7,574   $7,591  $13,025 
 Capacity expansion  1,457    419   2,190 
 Other  2,264    1,972   4,763 
Discontinued operations  4,594    6,756   12,852 
           
  $15,889   $16,738  $32,830 
           
      Capital expenditures decreasedAlso in 2004, from expenditures levelswe incurred $6.2 million in 2003 and 2002 astransaction costs associated with the Company evaluated its capital expenditure needs in light of the Merger.
Capital Expenditures
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Continuing operations:            
Capacity maintenance and enhancement $11,396  $7,574  $7,591 
Capacity expansion  5,071   1,457   419 
Other  7,322   2,264   1,972 
Discontinued operations   —    4,594   6,756 
             
  $23,789  $15,889  $16,738 
             
Capital expenditures for continuing operations during 2005, 2004 and 2003 and 2002 wererepresented approximately 1.8%, 1.2%, 1.6% and 3.2%1.6% of total revenues, respectively. Approximately 48%, 67%, 76% and 65%76% of capital expenditures for continuing operations were utilized for maintaining and enhancing existing production capabilities in 2005, 2004 and 2003, and 2002, respectively.

29


Cash Flows from Financing Activities
 The
Cash Flows from Financing Activities
On May 23, 2005, the Board of Directors authorized the Company to repurchase up to $125.0 million of common stock in the open market. From that date through December 31, 2005, we repurchased approximately 5.2 million shares of our common stock at an aggregate cost of $109.4 million.
We repaid approximately $66.7$17.5 million and $31.5$66.7 million of debt during 20042005 and 2002,2004, respectively. There were no repayments of debt during 2003. These repayments were funded primarily by cash flow from operating activities.
 The Company received approximately $4.4 million, $0.2 million and $1.2 million in proceeds during 2004, 2003 and 2002, respectively, on the exercise of stock options granted under the Company’s various share-based payment plans.
Dividends of $0.20 per share per annum were paid to stockholders during 2005, 2004, and 2003, resulting in cash outflows of $9.1 million, $7.3 million, and 2002.$5.1 million, respectively.
Borrowings and Contractual Obligations
We received approximately $6.9 million, $4.4 million, and $0.2 million in proceeds during 2005, 2004 and 2003, respectively, on the exercise of stock options granted under our various share-based payment plans.
 
Borrowings and Contractual Obligations
Borrowings and other contractual obligations have the following scheduled maturities:
                      
  Payments Due by Period
   
    Less Than 1-3 3-5 After
December 31, 2004 Total 1 Year Years Years 5 Years
           
  (In thousands)
Continuing operations:                    
 Long-term debt, including current maturities $247,929  $15,702  $75,227  $47,000  $110,000 
 Interest payable  109,424   14,021   20,384   13,419   61,600 
 Capital leases  596      596       
 Operating leases  14,095   5,278   3,320   3,787   1,710 
 Inventory purchase obligation  1,357   1,357          
 Capital equipment purchase obligation  2,701   2,701          
 Pension and other postretirement obligations  109,179   27,948   35,446   33,227   12,558 
Discontinued operations:                    
 Operating leases  888   440   370   73   5 
                
Total contractual cash obligations $486,169  $67,447  $135,343  $97,506  $185,873 
                
 The Company anticipates
                     
  Payments Due by Period 
        1-3
  3-5
  After
 
December 31, 2005
 Total  Less Than 1 Year  Years  Years  5 Years 
  (In thousands) 
 
Long-term debt, including current maturities $231,051  $59,000  $30,051  $32,000  $110,000 
Interest payable  88,811   11,193   15,828   11,190   50,600 
Operating leases  14,625   6,224   6,365   2,006   30 
Capital equipment purchase obligation  2,425   2,425          
Pension and other postretirement obligations  89,788   36,454   17,799   17,508   18,027 
                     
Total contractual cash obligations $426,700  $115,296  $70,043  $62,704  $178,657 
                     


35


We anticipate making increased contributions to itsour pension plans during 2005. The Company’s2006. Our contributions to these plans during 20042005 were $14.5$26.1 million. The anticipated increase results primarily from funding required for the United States pension planKingdom and for the Canadian pension plans acquired in connection with the Merger. The Company anticipatesterminated Netherlands plans. We anticipate contributing $25.5$33.7 million to itsour pension plans during 2005, $14.42006, $10.4 million and $4.0$6.0 million of which is attributable to the United StatesKingdom and CanadianNetherlands pension plans, respectively. While the amount of contributions to itsour pension plans for the years after 20052006 is affected by the investment results from the plans’ assets, the Companywe currently anticipatesanticipate contributions to itsour pension plans for 20062007 and 20072008 of $17.0$6.1 million and $13.6$6.0 million, respectively.

30


Other Commercial Commitments
 
Other Commercial Commitments
Other commercial commitments have the following scheduled maturities:
                     
  Amount of Commitment Expiration Per Period
   
    Less Than 1-3 3-5 After
December 31, 2004 Total 1 Year Years Years 5 Years
           
  (In thousands)
Lines of credit(1) $23,602  $  $23,602  $  $ 
Standby letters of credit  9,803   9,803          
Guarantees  5,352   5,352          
Surety bonds  3,323   3,323          
                
Total commercial commitments $42,080  $18,478  $23,602  $  $ 
                
 
                     
  Amount of Commitment Expiration per Period\ 
        1-3
  3-5
  After
 
December 31, 2005
 Total  Less Than 1 Year  Years  Years  5 Years 
  (In thousands) 
 
Lines of credit(1) $18,864  $18,864  $  $  $ 
Standby letters of credit  10,626   10,626          
Bank guarantees  5,155   5,155          
Surety bonds  4,535   4,535          
                     
Total commercial commitments $39,180  $39,180  $  $  $ —  
                     
(1)The CompanyWe entered into a credit agreement with a group of 6 banks on October 9, 2003 (Credit Agreement). The Credit Agreement provides for a secured, variable-rate and revolving credit facility not to exceed $75.0 million expiring in June 2006. The amount of any borrowing under the Credit Agreement is subject to a borrowing base comprised of a portion of the Company’sour receivables and inventories located in the United States. The Company’sOur borrowing capacity under the Credit Agreement as of December 31, 20042005 was $23.6$18.9 million. There were no outstanding borrowings under the Credit Agreement at December 31, 2004.2005.
Working Capital
 
Current assets increased $249.3decreased $7.0 million, or 62.3%1.1%, from $400.0 million at December 31, 2003 to $649.3$637.8 million at December 31, 2004 due primarily to the Merger. Absent the current assets acquired in the Merger, current assets decreased by $35.1$630.8 million or 8.8%, fromat December 31, 2003.2005. This decrease resulted primarily from a reduction in cash and cash equivalents and current assets of discontinued operations and other current assets partially offset by increases in cashreceivables, inventories, and cash equivalents, receivables and inventories.current deferred income tax assets.
 Absent the impact of the Merger, current assets of discontinued operations decreased $89.7 million due primarily to activities related to BCC’s discontinued Phoenix, Arizona operation. Major activities included:
 • The saleCash and cash equivalents decreased $54.2 million from December 31, 2004. Principal contributors to this decrease were our share repurchase program which used $109.4 million of equipment with a carrying value of $35.0cash during 2005, capital expenditures totaling $23.8 million, severance payments totaling $18.9 million, payments on medium-term notes and other borrowing arrangements totaling $17.5 million, and inventory with a carrying value$9.1 million in dividend payments during the year. These uses of $42.4cash were partially offset by $51.5 million to Superior in June 2004;proceeds received on the disposal of tangible property, $6.9 million in proceeds received on the exercise of stock options, and cash flow from operations.
 
 • The scrappingInventories increased by $34.9 million from December 31, 2004. This increase represents higher commodity costs reflected in the raw materials, work in process and finished goods balances and a $7.2 million decrease in allowances for obsolete and slow-moving inventory primarily because of unsaleablethe disposal of slow-moving coaxial cable inventory with a carrying value of approximately $5.3 million throughout 2004; andbalances.
 
 • The cash settlementReceivables increased by $23.6 million from December 31, 2004 because of tradegreater sales volume in 2005 and increased sales prices in response to higher raw material costs. This increase was partially offset by a $6.4 million increase in the allowances for unissued credits (primarily because of “meet competition” pricing credits given to distributors) and a $7.6 million increase in the allowance for incentive rebates during 2005.


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• Current assets of discontinued operations decreased $19.6 million from December 31, 2004 primarily as the result of the liquidation of receivables with a carrying valueand inventories at our discontinued Montrose and Raydex — Skelmersdale operations after those facilities ceased production early in 2005.
• Current deferred income tax assets increased by $11.9 million from December 31, 2004 primarily because of approximately $13.9the classification of $13.0 million throughout 2004.in net operating loss carryforwards from long-term to current based upon the expected timing of their utilization.
 Other current assets decreased $1.6 million excluding the Merger due to the elimination of interest rate swap fair values related to swaps that matured in September 2004. In addition to cash obtained in the Merger, cash and cash equivalents increased by $43.4 million from December 31, 2003 due primarily to cash received from the sale of certain inventory and equipment of BCC’s discontinued Phoenix, Arizona operation to Superior in June 2004. Absent the impact of the Merger, receivables and inventories increased by $8.4 million and $18.9 million, respectively, from December 31, 2003 due primarily to the Company’s improved operating results during 2004 and the Company’s need to increase inventory levels to support higher sales during the year.
Current liabilities increased $43.2$50.1 million, or 24.7%23.0%, from $175.1 million at December 31, 2003 to $218.3 million at December 31, 2004. Absent the current liabilities assumed in the Merger, current liabilities decreased by $46.02004 to $268.4 million or 26.3%, fromat December 31, 2003.2005. This reductionincrease in current liabilities was primarily due to decreasesthe result of increases in both current maturities of long-term debt and accounts payable and accrued liabilities partially offset by a decrease in current liabilities of discontinued operations.
• Current maturities of long-term debt increased by $43.3 million from December 31, 2004 primarily because we reclassified from long-term debt the 7.74% medium-term notes in the amount of $44.0 million and the second tranche of the 6.92% medium-term notes in the amount of $15.0 million in 2005. Both are payable in the third quarter of 2006. This reclassification was partially offset by payment of the first tranche of 6.92% medium-term notes in the amount of $15.0 million in 2005.
• Accounts payable and accrued liabilities increased by $24.0 million from December 31, 2004. This increase resulted primarily from increased purchases necessary to support higher levels of production within our facilities, higher raw material costs (particularly for copper, and commodities derived from petrochemical feedstocks), executive succession costs of $7.0 million accrued in 2005, and severance and other related benefits costs of $13.8 million accrued during the year. These negative factors were partially offset by severance payments totaling $18.9 million during 2005, purchase accounting adjustments to accrued severance totaling $2.1 million resulting from our decision to terminate our restructuring plans for certain legacy CDT operations in North America and Europe, and executive succession payments totaling $6.0 million during the year.
• Current liabilities of discontinued operations decreased by $17.2 million from December 31, 2004 primarily because of severance payments of $6.0 million applied against the severance reserves for our discontinued BCC — Phoenix, Montrose and Raydex — Skelmersdale operations during 2005 and the liquidation of trade accounts payable at our discontinued Montrose and Raydex — Skelmersdale operations after those facilities ceased production early in 2005.
Long-Lived Assets
Long-lived assets decreased $78.2 million, or 10.7%, from $733.5 million at December 31, 2004 to $655.3 million at December 31, 2005 primarily because of decreases in property, plant and equipment, long-lived assets of discontinued operations, partially offset by an increase in accounts payable and accrued liabilities.goodwill.
• Property, plant and equipment(PP&E), as reflected on the Consolidated Balance Sheets in this Annual Report onForm 10-K, includes the acquisition cost less accumulated depreciation of our land and land improvements, buildings and leasehold improvements and machinery and equipment. PP&E decreased by $33.9 million. This decrease resulted primarily from 2005 depreciation totaling $37.1 million, disposal of real estate in Ft. Lauderdale, Florida, Villingen, Germany and Kingston, Canada with an aggregate carrying value of $7.0 million and equipment impairment in Manchester, United Kingdom and Decín, Czech Republic totaling $3.3 million. These negative factors were partially offset by 2005 capital expenditures totaling $23.8 million.
• Long-lived assets of discontinued operations decreased $24.2 million in 2005 primarily because of the disposal of real estate in Phoenix, Arizona, Skelmersdale, United Kingdom, Auburn, Massachusetts, and Barberton, Ohio during 2005.
• Goodwill is defined as the unamortized difference between the aggregate purchase price of acquired businesses taken as a whole and the fair market value of the identifiable net assets of those acquired businesses. Goodwill decreased by $13.9 million during 2005 primarily because of impairment charges


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      Excluding the current maturities of long-term debt assumed in the Merger, current maturities of long-term debt decreased by $52.2 million from December 31, 2003 due primarily to the September 2004 repayment of the five-year tranche of the Company’s Series 1999 medium-term notes. These notes had a carrying value of $66.0 million at December 31, 2003. This payment was partially offset by the reclassification from long-term debt of a $15.0-million tranche of the Company’s Series 1997 medium-term notes that mature in August 2005.
      Current liabilities of discontinued operations, excluding the current liabilities of those discontinued operations assumed in the Merger, decreased by $16.8 million from December 31, 2003 due primarily to activities related to BCC’s discontinued Phoenix, Arizona operation. This operation experienced decreases in trade accounts payable; wages, severance and related taxes; fringe benefits; and other current liabilities as it was prepared for closure throughout the latter half of the year.
      Accounts payable and accrued liabilities increased by $20.1 million excluding the liabilities assumed in the Merger from December 31, 2004 due primarily to the Company’s improved operating results during 2004 and the Company’s need to increase purchases to support higher sales during the year. Accounts payable and accrued liabilities were also higher due to increased accrued severance resulting from the pending closure of a manufacturing facility in the United States and management of excess personnel (particularly as a result of the combined personnel count after the Merger), increased accrued professional services fees due to the Merger and the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, and increased accrued incentive compensation due primarily to the Merger.
Long-Lived Assets
      Long-lived assets increased $456.9 million, or 158.0%, from $289.2 million at December 31, 2003 to $746.1 million at December 31, 2004.
      Property, plant and equipment (PP&E), as reflected on the Consolidated Balance Sheets in this Annual Report on Form 10-K, includes the acquisition cost less accumulated depreciation of the Company’s land and land improvements, buildings and leasehold improvements and machinery and equipment. PP&E increased by $149.1 million due mainly to the Merger. Absent the PP&E acquired in the Merger, PP&E decreased by $20.1 million from December 31, 2003. This decrease primarily represents 2004 depreciation of $29.0 million and asset impairment costs totaling $8.9 million recognized in 2004 related to the exit from certain product lines in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger) partially offset by 2004 capital expenditures of $15.9 million.
      Goodwill and other intangibles, as reflected on the Consolidated Balance Sheets in this Annual Report on Form 10-K, includes goodwill, patents, trademarks, backlog, favorable contracts and customer relations. Goodwill is defined as the unamortized difference between the aggregate purchase price of acquired businesses taken as a whole and the fair market value of the identifiable net assets of those acquired businesses. Goodwill and other intangibles increased by $284.9 million during 2004 due primarily to the Merger. Absent the goodwill and other intangibles resulting from the Merger, the carrying amount of these assets was relatively unchanged from December 31, 2003.
      Included in other long-lived assets are unamortized prepaid service fees and prepaid interest costs associated with the Company’s borrowing arrangements and long-lived pension fund prepayments. Other long-lived assets increased $0.5 million during 2004 due primarily to the Merger and the reclassification of a long-lived pension fund prepayment associated with the Company’s pension plan in the United States from other long-term liabilities during 2004 partially offset by amortization of the prepaid service fees and prepaid interest costs.
      Long-lived assets of discontinued operations increased $22.4 million in 2004. During the year, the Company recognized a long-lived deferred tax asset, in the form of an NOL carryforward, which arose from a tax deduction attributable to its investment in BCC’s discontinued Phoenix, Arizona operations.

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Capital Structure
                  
  2004  2003
December 31, Amount Percent  Amount Percent
          
  (In thousands)
Current maturities of long-term debt $15,702       $65,951(1)    
Long-term debt  232,823        136,000     
Total debt  248,525   23.5%   201,951(1)  41.8%
Stockholders’ equity  810,000   76.5%   281,540   58.2%
              
  $1,058,525   100.0%  $483,491   100.0%
              
(1) The Senior Notes, Series 1999-A, serve astotaling $9.5 million recognized during the notional principal on certain outstanding interest rate swap agreements. Therefore, current maturities of long-term debt and total debt were recorded inyear related to our decision to exit the financial records in accordance with SFAS No. 133,Accounting for Derivative Instruments and Hedging Activity, as amended by SFAS No. 137, SFAS No. 138 and SFAS No. 149, at a fair market value as of December 31, 2003 of $66.0 million.United Kingdom communications cable market.
 The Company’s
Capital Structure
                 
  2005  2004 
December 31,
 Amount  Percent  Amount  Percent 
  (In thousands) 
 
Current maturities of long-term debt $59,000      $15,702     
Long-term debt  172,051       232,823     
                 
Total debt  231,051   24.5%  248,525   23.5%
                 
Stockholders’ equity  713,508   75.5%  810,000   76.5%
                 
  $944,559   100.0% $1,058,525   100.0%
                 
Our capital structure consists primarily of long-term debt and stockholders’ equity. The capital structure increased $575.0decreased $114.0 million due primarily because of a decrease in stockholders’ equity that resulted mainly from the impact of shares purchased during the year under our share repurchase program. Also contributing to the Merger.decrease in our capital structure were the negative effect of currency exchange rates on financial statement translation and payment of the first tranche of 6.92% medium-term notes in the amount of $15.0 million in 2005.
 
In 1997, the Companywe completed a private placement of $75.0 million of unsecured medium-term notes. The notes bear interest at 6.92% and mature in $15.0 million annual increments in August 2005 through August 2009. We repaid a $15.0 million tranche of the 1997 placement in August 2005. In 1999, the Companywe completed a private placement of $64.0, $44.0 and $17.0 million in unsecured debt. The notes bear interest at the contractual rates of 7.60%, 7.74%, and 7.95%, respectively, and mature in September 2004, September 2006, and September 2009, respectively. The agreements for these notes contain various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of a maximum leverage ratio and minimum net worth. The Company wasWe were in compliance with these covenants at December 31, 2004. The Company2005. We repaid the $64.0 million tranche of the 1999 placement in September 2004.
 
At December 31, 2004, the Company2005, we had outstanding $110.0 million of unsecured subordinated debentures. The debentures are convertible into shares of common stock, at a conversion price of $18.069$17.859 per share, upon the occurrence of certain events. The conversion price is subject to adjustment in certain circumstances.for dividends and other equity transactions. Holders may surrender their debentures for conversion upon satisfaction of any of the following conditions: (1) the closing sale price of the Company’sour common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period ending on the trading day prior to surrender; (2) the senior implied rating assigned to the Company by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below; (3) the Company haswe have called the debentures for redemption; or (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of December 31, 2004,2005, condition (1) had been met, but condition (2) had not been met as the senior implied rating was Ba2 and the corporate credit rating was BB-. Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15. The debentures mature on July 15, 2023, if not previously redeemed. The CompanyWe may redeem some or all of the debentures on or after July 21, 2008, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date. Holders may require the Companyus to purchase all or part of their debentures on July 15, 2008, July 15, 2013, or July 15, 2018, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of the Company’sour common stock or a combination of cash and the Company’sour common stock, at the Company’sour option.
 The Company
We entered into a credit agreement with a group of six banks on October 9, 2003(Credit AgreementAgreement)). The Credit Agreement providesprovided for a secured, variable-rate and revolving credit facility not to exceed $75.0 million expiring in June 2006. In general, a portion of the Company’sour assets in the United States, other than real property, securessecured any borrowing under the Credit Agreement. The amount of any such

33


borrowing iswas subject to a borrowing base comprised of a portion of the Company’sour receivables and inventories located in the United States. A fixed charge coverage ratio covenant becomesbecame applicable if the sum of the Company’sour excess borrowing availability and unrestricted cash fallsfell below $25.0


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$25.0 million. There were no outstanding borrowings at December 31, 20042005 under the Credit Agreement. The CompanyWe had $23.6$18.9 million in borrowing capacity available at December 31, 2004.2005.
 
On January 24, 2006, we entered into a new $165.0 million credit facility with a group of eight banks, expandable to $200.0 million and secured by our overall cash flow and our assets in the United States. The Companynew facility replaces the $75.0 million facility discussed above.
We also had unsecured, uncommitted arrangements with 10nine banks under which itwe may borrow up to $13.2$4.4 million at prevailing interest rates. At December 31, 2004, the Company2005, we had no outstanding borrowings under these arrangements.
 The Company manages its
We will sometimes manage our debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates. During 2004, the Company waswe were party to interest rate swap agreements relating to itsour 7.60% medium-term notes that matured in September 2004. The swaps converted a notional amount of $64.0 million from fixed rates to floating rates and also matured in September 2004. These agreements were designated and qualified as fair value hedges of the associated medium-term notes in accordance with SFAS No. 133, as amended by SFAS No. 137, SFAS No. 138 and SFAS No. 149.notes. Credit and market risk exposures on these agreements were limited to the net interest differentials. Net interest differentials earned from the interest rate swaps of $1.3 million pretax, or $.02 per diluted share, were recorded as a reduction to interest expense for 2004. Net interest differentials earned from the interest rate swaps reduced the Company’sour average interest rate on long-term debt by 0.57 percentage points for 2004. We had no interest rate swap agreements outstanding at December 31, 2005 or during the year then ended.
 
Stockholders’ equity increaseddecreased by $528.5$96.4 million, or 187.7%11.9%, from 20032004 to 2004 due primarily to the Merger. Absent the impact2005 because of the Merger, stockholders’ equity increasedan increase in treasury stock as well as deterioration in accumulated other comprehensive income. These decreases were partially offset by $38.1 million from December 31, 2003. This increase resulted primarily from increases in retained earnings and additional paid in capital retained earnings and accumulated other comprehensive income as well as a decrease in treasury stock. These increases were partially offset by an increase in unearned deferred compensation.
 Absent
Treasury stock increased by $111.1 million because of shares purchased during the impactyear under our share repurchase program and the forfeiture of the Merger, additional paidstock by our incentive plan participants in capital increased $2.6 million from December 31, 2003 due primarilylieu of cash payment of individual tax liabilities related to the use of common stock held in treasury for stock compensation plans settlement and retirement savings plan contributions. Retained earnings increased $7.9 million due primarily to 2004 net income of $15.2 million partially offset by dividends of $7.3 million.share-based compensation. Accumulated other comprehensive income increased $20.4decreased by $34.7 million due primarily to a $24.2 positivebecause of the negative effect of currency exchange rates on financial statement translationtranslation. Retained earnings increased $38.8 million primarily because of net income of $47.6 million partially offset by a $3.8 unfavorable minimum pension liability adjustment. Treasurydividends of $9.1 million. Additional paid-in capital increased by $8.4 million primarily as the result of stock decreased by $7.7 million because the Company cancelled all shares of Belden common stock held in treasury immediately prior to the Merger.option exercises. Unearned deferred compensation increased $0.5decreased $2.1 million dueprimarily because of current-year amortization of compensation related to nonvestedrestricted stock awards granted to key employees during the year partially offset by 2004 amortization.awards.
Off-Balance Sheet Arrangements
 The Company was
We were not a party to any of the following types of off-balance sheet arrangements at December 31, 2004:2005:
 • Guarantee contracts or indemnification agreements that contingently require the Companyus to make payments to the guaranteed or indemnified party based on changes in an underlying asset, liability or equity security of the guaranteed or indemnified party;
 
 • Guarantee contracts that contingently require the Companyus to make payments to the guaranteed party based on another entity’s failure to perform under an obligating agreement;
 
 • Indirect guarantees under agreements that contingently require the Companyus to transfer funds to the guaranteed party upon the occurrence of specified events under conditions whereby the funds become legally available to creditors of the guaranteed party and those creditors may enforce the guaranteed party’s claims against the Companyus under the agreement;
 
 • Retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements that serve as credit, liquidity or market risk support to that entity for such assets;

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 • Derivative instruments that are indexed to the Company’sour common or preferred stock and classified as stockholders’ equity under accounting principles generally accepted in the United States; or


39


 • Material variable interests held by the Companyus in unconsolidated entities that provide financing, liquidity, market risk or credit risk support to the Company,us, or engage in leasing, hedging or research and development services with the Company.us.
Effects of InflationEnvironmental Remediation
 During the years presented, inflation had a relatively minor effect on the Company’s results of operations. In recent years, the rate of inflation in the United States and Europe has been relatively low.
Environmental Remediation
      The Company isWe are subject to numerous federal, state, provincial, local and foreign laws and regulations relating to the storage, handling, emission and discharge of materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA(CERCLA)), the Clean Water Act, the Clean Air Act, the Emergency Planning and CommunityRight-To-Know Act and the Resource Conservation and Recovery Act. The Company believes that itsWe believe our existing environmental control procedures are adequate and haswe have no current plans for substantial capital expenditures in this area.
 
A former Belden CDT facility in Shrewsbury, Massachusetts was sold to a third party in 1992, but Belden agreedsubject to indemnifyan indemnification in favor of the buyer for certain preexisting environmental liabilities, principally caused by a former owner. Contaminated soil has been removed, and groundwater remediation has been suspended. Site closure documents have been submitted to the state environmental agency for review and approval. The CompanyWe will close the groundwater system upon approval of the closure application by the state agency.
 The
Our facility in Venlo, The Netherlands was acquired in 1995 from Philips Electronics N.V. Soil and groundwater contamination was identified on the site as a result of material handling and past storage practices. Various soil and groundwater assessments are being performed, and the government authorities have advised that some form of remediation maywill be necessary. The Company hasWe have recorded a liability for the estimated costs. In addition, the Companywe may need to make capital expenditures to install groundwater treatment equipment. The Company doesequipment; however, we do not expect thesuch capital expenditures to materially affect our financial position, operating results or cash flow.flows.
 The Company is
We are named as a defendant in the City of Lodi, California’s federal lawsuit along with over 100 other defendants. The complaint, brought under federal, state and local statutory provisions, alleges that property previously owned by aour predecessor owner contributed to groundwater pollution in Lodi. There has been no validation or investigation to demonstrate or deny the City’s claim that the property allegedly owned by aour predecessor owner is a potential pollution site. An investigation in the area is currently being planned, with a trial date tentatively scheduled to begin by September 2006. Because this claim is in January 2007. We have recorded a liability for the early stages of assessment, the Company cannot predict at this time the extent of any liability. However, the Company has accrued amountsestimated costs related to resolution of the matter.
 Environmental contamination has been identified in the soil and groundwater at a facility the Company owns in Kingston, Ontario. Such contamination occurred prior to our purchase of the business in 1996. Nortel Networks Corp. (Nortel), the prior owner of such facility, has indemnified us, and retained responsibility, for monitoring and, as required, remediation of such contamination. In the event Nortel was unable to pay these obligations, the Company would be liable for all or most of such obligations. Management currently believes the probability that a loss will be incurred in connection with this site is remote.
      The Company hasWe have been identified as a potentially responsible party (PRP(PRP)) with respect to threetwo sites designated for cleanup under CERCLA or similar state laws, which impose liability for cleanup of certain waste sites and for related natural resource damages without regard to fault or the legality of waste generation or disposal. Persons liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although CERCLA imposes joint and several liability on all PRPs, in application, the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Settlements can often be achieved

35


through negotiations with the appropriate environmental agency or the other PRPs. PRPs that contributed less than 1% of the waste are often given the opportunity to settle as “de minimis” parties, resolving their liability for a particular site. The number of sites with respect to which the Company haswe have been identified as a PRP has decreased in part as a result of “de minimis” settlements.
 
Belden CDT does not own or operate any of the threeeither waste sitessite with respect to which it has been identified as a PRP. In each case, Belden CDT iswe are identified as a party that disposed of waste at the site. With respect to twoone of the sites, Belden CDT’sour share of the waste volume is estimated to be less than 1%. At the thirdother site, Beldenwe contributed less than 10% of the waste. Although no estimates of cleanup costs have yet been completed for these sites, the Company believes,we believe, based on itsour preliminary review and other factors, including Belden CDT’sour estimated share of the waste volume at the sites, that the costs relating to these sites will not have a material adverse effect on our results of operations, financial condition or financial condition. The Company hascash flow. We have recorded an accrueda liability on the Consolidated Balance Sheet to the extent such costs are known and estimable for such sites.
 The Company does
We do not currently anticipate any material adverse effect on our results of operations, financial condition, cash flows or competitive position as a result of compliance with federal, state, provincial, local or foreign environmental laws or regulations, or cleanup costs at the facilities and sites discussed above. However, some risk of environmental liability and other costs is inherent in the nature of our business, and there can be no assurance that


40


material environmental costs will not arise. Moreover, it is possible that future developments, such as increasingly strict requirements of environmental laws and enforcement policies thereunder, could lead to material costs of environmental compliance and cleanup by the Company.
Impact of Newly Issued Accounting Standards
 The following accounting standards or guidance were issued or became
Statement of Financial Accounting Standards No. 123(R),Share-Based Payment, becomes effective duringfor the Company on January 1, 2006. Based on the unvested stock option awards outstanding as of December 31, 2005, the Company expects to record incremental stock-based compensation pretax expense of approximately $1.9 million in 2006 as a result of adopting this standard.
We adopted Financial Accounting Standards Board Interpretation No. 47,Accounting for Conditional Asset Retirement Obligations, for the year ended December 31, 2004. Each of these standards or guidance should, to some degree,2005. This Interpretation did not have ana materially adverse effect on the Company’sour results of operations or financial position or cash flow beginning in 2005:2005; however, there can be no assurance that application of this Interpretation to future conditional asset retirement obligations would not have a materially adverse effect on our results of operations and financial position.
• SFAS No. 123(R),Share-Based Payment;
• SFAS No. 151,Inventory Costs — an Amendment of ARB No. 43, Chapter 4;and
• EITF No. 03-13,Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations;
The effectspotential effect of these accountingnewly issued standards on the Company’s Consolidated Financial Statements areour financial position, results of operations and cash flows is discussed in Note 2,Summary of Significant Accounting Policies,, to the Consolidated Financial Statements in this Annual Report onForm 10-K.
Critical Accounting Policies
 
The preparation of financial statement and related disclosures in conformity with accounting principles generally accepted in the United States requires the Companyus to make judgments, assumptions and estimates that affect the amounts reported in itsour Consolidated Financial Statements and accompanying notes. Note 2,Summary of Significant Accounting Policies, to the Consolidated Financial Statements in this Annual Report onForm 10-K describes the significant accounting policies and methods used in preparing the Consolidated Financial Statements. The Company considersWe consider the accounting policies described below to be itsour most critical accounting policies. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the Consolidated Financial Statements. The Company bases itsWe base our estimates on historical experience or various assumptions that are believed to be reasonable under the circumstances, and the results form the basis for making judgments about the reported values of assets, liabilities, revenues and expenses. The Company believesWe believe these judgments have been materially accurate in the past and the basis for these judgments should not change significantly in the future. The

36


Company’sOur senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of the Company’sour Board of Directors. Actual results may differ materially from these estimates under different assumptions or conditions.
Revenue Recognition
 
Revenue is recognized in the period title to product passes to customers and collectibility of the resulting accounts receivable is reasonably assured. As part of the revenue recognition process, the Company determineswe determine whether the resulting accounts receivable are reasonably assured of collection based on a variety of factors, including an evaluation of whether there has been deterioration in the credit quality of itsour customers, which could result in the Companyus being unable to collect the accounts receivable. In situations where it is unclear as to whether the Companywe will be able to sell or collect the accounts receivable, the Companywe will request alternative financing arrangements, such as prepayment or commercial letters of credit, from the customer.
Sales Incentive, Product Price Protection and Returned Material Allowances
 The Company grants
We grant incentive allowances to selected customers as part of itsour sales programs. The incentives are determined based on certain targeted sales volumes. In certain instances, the Companywe also grantsgrant selected product price protection allowances. Certain distribution customers are also allowed to return inventory at the customer’s original


41


cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value.
Sales revenues are reduced when incentives, allowances or returns are anticipated or projected. The Company reducesWe reduce revenues by recording a separate deduction into gross revenues. The Company follows guidance provided by Securities and Exchange Commission Staff Accounting Bulletin No. 104,Revenue Recognition in Financial Statements, and EITF No. 01-9,Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). Future market conditions and product transitions might require the Companyus to take actions to increase customer incentive and product price protection offerings, possibly resulting in an incremental reduction of revenue at the time the incentive or allowance is offered. Additionally, certain incentive programs require the Companyus to estimate, based on historical experience, the number of customers who will actually redeem the incentive. Actual results may differ materially from these estimates.
 The Company
We recognized incentive, price, and returned material allowances totaling $16.7$87.4 million, $6.0$70.2 million and $5.3$34.6 million as a deduction indeductions to gross revenues in 2005, 2004 2003 and 2002,2003, respectively.
The allowances for incentive rebates, price adjustments and returned material at December 31, 2005 and 2004 totaled $37.2 million and $23.2 million, respectively.
Allowance for Doubtful Accounts
 The Company evaluates
We evaluate the collectibility of accounts receivable based on the specific identification method. A considerable amount of judgment is required in assessing the realization of accounts receivable, including the current creditworthiness of each customer and related aging of the past due balances. In order to assess the collectibility of the accounts receivable, the Company performswe perform ongoing credit evaluations of itsour customers’ financial condition. Through these evaluations, the Companywe may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. In circumstances where the Company iswe are aware of a customer’s inability or unwillingness to pay outstanding amounts, the Company recordswe record a specific reserve for bad debts against amounts due to reduce the receivable to its estimated collectible balance. There have been occasions over the past decade where the Companywe recognized an expense associated with the rapid collapse of a distributor for which no specific reserve had been previously established. The reserve requirements are based on the best facts available to the Companyus and are reevaluated and adjusted as additional information is received.
 The Company
We recognized bad debt expense of $0.7 million, $0.8$0.7 million and $1.8$0.8 million as a component of operatingSG&A expenses in 2005, 2004 2003 and 2002,2003, respectively.
 
The allowance for doubtful accounts at December 31, 2005 and 2004 was $3.9 million and 2003 was $5.6 million, and $2.7 million, respectively.

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Inventory Allowances
 The Company evaluates
We evaluate the realizability of itsour inventory on aproduct-by-product basis in light of anticipated sales demand, technological changes, product life cycle, component cost trends, product pricing and inventory condition. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition or where inventory cost exceeds net realizable value, the Company recordswe record a charge to cost of goods sold and reducesreduce the inventory to its net realizable value. Revisions to these inventory adjustments would be required if any of the factors mentioned above differed from the Company’sour estimates.
 
At December 31, 2005 and 2004, and 2003, the Companywe had inventory allowances of $22.7$16.4 million and $3.8$22.7 million, respectively.
Deferred Tax Assets
 The Company recognizes
We recognize deferred tax assets resulting from tax credit carryforwards, NOLnet operating loss carryforwards and deductible temporary differences between taxable income/(loss)income on itsour income tax returns and income/(loss)income before income taxes under accounting principles generally accepted in the United States. Deferred tax assets generally represent future tax benefits to be received when these carryforwards can be applied against future taxable income or when expenses previously reported in the Company’sour Consolidated Financial Statements become deductible for income tax purposes. A deferred tax asset valuation allowance is required when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company isWe are required to estimate taxable income in future years or develop tax


42


strategies that would enable tax asset realization in each taxing jurisdiction and use judgment to determine whether or not to record a deferred tax asset valuation allowance for part or all of a deferred tax asset.
 The Company revised during 2004 the estimate of its ability to benefit from deferred tax assets arising from its Netherlands operations in light of the longer duration and greater strength of the cyclical down turn in the European economy than the Company had previously envisioned and in light of the restructuring and severance costs associated with the synergy opportunities arising from the Merger. As a result, the Company
We recorded an additional $9.4$5.0 million deferred tax asset valuation reserveallowance during 20042005 with respect to net operating losses generated primarily in the Netherlands. As of December 31, 2004, the Company2005, we had approximately $20.7$20.0 million of deferred tax assets related in part to domestic and foreign loss carryforwards, net of valuation allowances totaling $22.6$27.8 million. The realization of these assets is partially based upon estimates of future taxable income. Based on these estimates, the Company believeswe believe the deferred tax assets net of valuation allowances will be realized. This determination was based on current projections of future taxable income when taking into consideration the potential limitations on the utilization of NOLnet operating loss carryforwards imposed by Section 382 of the Internal Revenue Code(Section 382382)). Section 382 imposed limitations on a corporation’s ability to utilize its NOLnet operating loss carryforwards if it experiences an “ownership change”.ownership change. In general terms, an “ownership change”ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. As a result ofWe believe the most recent ownership change in connection with the Company believes that Section 382July 15, 2004 Belden CDT merger will have little, if any, impact upon the utilization of its NOLour net operating loss carryforwards.
 The Company’s NOL carryforwards totaled $353.5 million in at
As of December 31, 2004.2005, we had $300.7 million of net operating loss carryforwards (as adjusted by the Tax Agreement between us and our former parent, Cooper Industries Ltd.). Unless otherwise utilized, NOLnet operating loss carryforwards totaling $0.4 million will expire in 2005, NOL carryforwards totaling $11.9as follows: $11.7 million will expire in 2006, NOL carryforwards totaling $57.7$13.8 million will expirein 2007, $27.4 million between 20072008 and 2009, and NOL carryforwards totaling $198.1 million will expire between 2010, and 2024. NOL$155.8 million between 2011 and 2025. Net operating loss carryforwards with an indefinite carryforward period total $85.4$92.0 million. NOLThe net operating loss carryforwards are presented netexpiring in 2006 through 2008 will have an immaterial impact on the effective tax rate because of liabilities relateddeferred tax asset valuation allowances attached to the Tax Sharing and Separation Agreement between the Company and its former owner, Cooper Industries Ltd.those losses.
Income Tax Contingencies
 The Company’s
Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to the Companyus in the various jurisdictions in which the Company operates.we operate. Significant

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judgment is required in determining the Company’sour effective tax rate and in evaluating itsour tax positions. The Company establishesWe establish accruals for certain tax contingencies when, despite the belief that the Company’sour tax return positions are fully supported, the Company believeswe believe that certain positions are likely to be challenged and that the Company’sour position may not be fully sustained. To the extent the Company waswe were to prevail in matters for which accruals have been established or be required to pay amounts in excess of reserves, there could be a material effect on the Company’sour income tax provisions or benefits in the period in which such determination is made.
Valuation of Long-Lived Tangible Assets and Amortizable Intangible Assets
 In accordance with SFAS No. 144, the Company reviews
We review long-lived tangible assets and amortizable intangible assets to determine whether an event or change in circumstances indicates the carrying value of the asset may not be recoverable. The Company bases itsWe base our evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, the Company determineswe determine whether impairment has occurred through the use of an undiscounted cash flows analysis at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizeswe recognize a loss for the difference between the carrying amount and the fair value of the asset. Fair value is the amount at which the asset could be bought or sold in a current transaction between a willing buyer and seller other than in a forced or liquidation sale and can be measured as the asset’s quoted market price in an active market or, where an active market for the asset does not exist, the Company’sour best estimate of fair value based on either discounted cash flow analysis or present value analysis.
 
The discounted cash flow analyses and present value analyses that the Company useswe use to estimate the fair value of itsour long-lived tangible assets and amortizable intangible assets are dependent on a number of factors including long-term forecasts of the amounts and timing of overall market growth and the Company’sour percentage of that market, groupings of assets, discount rates, terminal growth rates and other variables. The Company bases itsWe base our fair value estimates on assumptions it believeswe believe to be reasonable, but which are not predictable with precision and therefore are inherently uncertain. Actual future results could differ from these estimates.


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During 2005, we determined that certain asset groups within the European operations of our Networking segment were impaired. The applicable assets of the segment’s European operations were impaired due to our decision to exit the United Kingdom communications cable market. We estimated the fair value of the equipment based on anticipated net proceeds from its sale and recognized an impairment loss of $3.3 million based on the difference between the carrying value of the equipment and its fair value. This loss was reflected as a component of operating income in the Consolidated Statement of Operations for 2005.
 
During 2004, the Companywe determined that certain asset groups within both the EuropeEuropean operations and the United States operations of itsour Electronics segment were impaired. The applicable assets of the segment’s EuropeEuropean operations were impaired due to the exit from certain product lines within those operations. The applicable assets of the segment’s United States operations were impaired due to excess capacity (primarily as a result of the combined capacity after the Merger). In accordance with SFAS No. 144, the CompanyWe estimated the fair value of the equipment based upon anticipated net proceeds from its sale and recognized an impairment loss of $8.9 million based on the difference between the carrying value of the equipment and its fair value. This loss was reflected as othera component of operating expenseincome in the Consolidated Statement of Operations for 2004.
 
During 2003, the Companywe determined that asset groups within the North American operations of itsour former Communications segment were impaired. The CompanyWe then estimated fair values using a variety of techniques including discounted cash flows and comparable market data. Assumptions utilized in estimating fair values under continued asset use included long-term forecasts of revenue growth, gross margins and capital expenditures. Comparable market data was obtained from appraisals and other third party valuation estimates. The CompanyWe determined that fair values of asset groups within the North American operations of itsour former Communications segment were less than carrying amounts by $92.4 million. The CompanyWe included this impairment charge in loss from discontinued operations in the Consolidated Statement of Operations for 2003.
 
During 2003, the Companywe identified certain equipment in itsa German manufacturing facility in thewithin our Electronics segment that would not be transferred to the Company’sour other manufacturing facilities after the closure of the German manufacturingthat facility late in 2003. In accordance with SFAS No. 144, the Company

39


We estimated the fair value of the equipment based upon anticipated net proceeds from its sale and recognized an impairment loss of $0.4 million based on the difference between the carrying value of the equipment and its fair value. This loss was reflected as othera component of operating expenseincome in the Consolidated Statement of Operations for 2003.
 During 2002, the Company recognized impairment losses of $17.8 million on the PP&E of continuing operations and $14.7 million on the PP&E of discontinued operations. These losses resulted from the Company’s plan to exit the production of certain products in North America, Europe and Australia, to dispose of certain excess and inefficient equipment used in the manufacturing of certain products with communications applications, and to dispose of certain real estate and buildings in order to rationalize production capabilities. The impairment loss related to continuing operations was reflected as other operating expense in the Consolidated Statement of Operations for 2002. The impairment loss related to discontinued operations was included in loss from discontinued operations in the Consolidated Statement of Operations for 2002.
Valuation of Goodwill and Indefinite-Lived Intangible Assets Not Subject to Amortization
 
In accordance with SFAS No. 142, the Company evaluateswe evaluate goodwill and indefinite-lived intangible assets not subject to amortization for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of these assets may no longer be recoverable.
 
SFAS No. 142 requires that a two-step impairment test be performed on goodwill. In the first step, the Company compareswe compare the fair value of each reporting unit to its carrying value. The Company determinesWe determine the fair value using the income approach. Under the income approach, the Company calculateswe calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company iswe are not required to perform further testing. If the carrying value of the reporting unit’s net assets exceeds the fair value of the reporting unit, then the Companywe must perform the second step in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and the Company recognizeswe recognize an impairment loss for the difference between the carrying amount and the implied fair value of goodwill as a component of operating expenses.
 
The income approach, which the Company useswe use to estimate the fair value of itsour reporting units, is dependent on a number of factors including estimates of future market growth and trends, forecasted revenue and costs, expected periods the assets will be utilized, appropriate discount rates and other variables. The Company bases itsWe base our fair value estimates on assumptions it believeswe believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future results could differ from these estimates.


44


SFAS No. 142 requires that an impairment test for an indefinite-lived intangible asset not subject to amortization consist of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, an impairment loss should be recognized in an amount equal to that excess.
 
During both2005, we determined that the carrying value of goodwill related to the European reporting unit within our Networking segment was impaired due to our decision to exit the United Kingdom communications cable market. We estimated the implied fair value of the goodwill and recognized an impairment loss of $9.5 million based on the difference between the carrying value of the goodwill and its implied fair value. This loss was reflected as a component of operating income in the Consolidated Statement of Operations for 2005.
During 2005 and 2004, and 2003, the Company performed an evaluation ofwe evaluated the recoverability of the carrying value of itsour goodwill using discounted cash flow projections. Based on the discounted cash flow projections, the Companywe determined that the carrying value of itsour goodwill was recoverable at both December 31, 20042005 and 2003.2004.
 The Company believes
We believe that if there is little to no improvement during 20052006 and beyond from the revenues and profitability achieved by the Belden Wire & Cable B.V. (Netherlands) and Belden-EIW GmbH & Co. KG (Germany) operations of itsEuropean reporting unit within our Electronics segment, in 2004, future operating results would adversely affect the discounted future cash flows of those operations and, accordingly, could negatively affect the assessment of the operations’reporting unit’s goodwill. Goodwill,The carrying value of goodwill, net of accumulated amortization, for the Netherlands and Germany operations of theEuropean reporting unit within our Electronics segment totaled $14.1$30.3 million at December 31, 2004.2005.
 
During 2005 and 2004, the Companywe also performed an evaluation ofevaluated the recoverability of the carrying values of itsour indefinite-lived intangible assets not subject to amortization. Based on a comparison of the fair values of these

40


assets with their respective carrying values, the Companywe determined that the carrying values of itsour indefinite-lived intangible assets not subject to amortization were recoverable at December 31, 2005 and 2004.
Pension and Other Postretirement Benefits
 The Company’s
Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates and other factors. The Company basesWe base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect the Company’sour long-term actual experience and future or near-term outlook. Long-term return on plan assets is determined based on historical portfolio results and management’s expectation of the future economic environment. The Company’sOur health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. The Company’sOur key assumptions are described in further detail in Note 15,Pension and Other Postretirement Benefits, to the Consolidated Financial Statements in this Annual Report onForm 10-K. Actual results that differ from the Company’sour assumptions are accumulated and, if in excess of the lesser of 10% of the project benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants. While the actual rate of return on plan assets over the past five years has been less than the assumed rate of return on plan assets, the Company believeswe believe the assumed rate is a reasonable assumption for the long-term performance of itsour plan assets.
Business Combination Accounting
 
The Merger was accounted for using the purchase method of accounting. The purchase method requires management to make significant estimates. First, management must determine the cost of the acquired entity based on the fair value of the consideration paid or the fair value of the net assets acquired, whichever is more clearly evident. This cost is then allocated to the assets acquired and liabilities assumed based on their estimated fair values at the Merger consummation date. In addition, management must identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. Management utilized third party appraisals to assist in estimating the fair value of tangible PP&E and intangible assets acquired. The Company’sOur estimations are described in further detail in Note 3,Business CombinationsBelden CDT Merger, to the Consolidated Financial Statements in this Annual Report onForm 10-K.


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Outlook
 The Company anticipates further moderate improvement
We announced in 2005 our decision to exit the general economiesUnited Kingdom communications market when our contract with British Telecom plc expires in October 2006 or sooner if the customer can arrange another source. We are actively exploring alternatives for disposition of our Manchester, United Kingdom operation. If unable to arrange a sale of the operation at an acceptable price, we plan to liquidate the assets and liabilities of the operation. In 2005, the Manchester, United Kingdom operation generated revenues of $106.5 million and operating income of $7.4 million. Our 2006 outlook excludes the projected operating results for the Manchester, United Kingdom operation and, therefore, takes as its baseline 2005 revenues of $1,245.6 million, 2005 operating income of $97.3 million, and 2005 net income of $53.0 million.
We anticipate relatively strong end markets in both North America and EuropeAsia in 2005. The Company has announced price increases taking effect during the first quarter of 20052006; however, we expect somewhat slower growth in most markets and regions and for most products, and these price increases in aggregate are expected to at least offset rising costs of copper and other materials. The Company has expressed its intention to continue to raise prices as needed to prevent the erosion of its operating margins due to material costs. The Company estimatesEurope. We estimate that its 2005our 2006 revenues will increase between 5% and 10% compared with pro forma2005 baseline revenues for 2004. Pro forma revenuedue primarily to both sales price increases implemented to offset rising raw material costs and improved volume.
Management expects improvement in operating income from all parts of the Company — particularly, from Europe and the North American operations within our Networking segment. Restructuring in Europe is a financial measure that is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company provides information about pro forma revenues becausewell under way, and management believes it supplies meaningful additional information aboutits recent reorganization in North America will help leverage the Company’s performancestrengths and its abilityimprove the contribution made to service its long-term debt and other fixed obligations and to fund continued growth. Pro forma revenues should be considered in addition to, but not as a substitute for, actual revenues prepared in accordance with GAAP. A reconciliation of actual revenues prepared in accordance with GAAP for 2004 to pro forma revenues for 2004 is included in Note 3,Business Combinations, to the Consolidated Financial Statements in the Annual Report on Form 10-K.
      The Company currently believes that company-wide cost-saving initiatives launched in connection with the Merger in July 2004 will provide annual net savings of approximately $35.0 million before tax, and that actions to achieve such savings will be completedoperating income by the end of 2005. These initiatives include purchase cost savings that were implemented in the second half of 2004, plant closures that were announced in 2004 and will be achieved by mid-year 2005, personnel reductions, and manufacturing realignments. Partially offsetting

41


these improvements will be higher information technology expenses, which are included in the Company’s estimate of net savings. Because of both these savings and increased utilization of its manufacturing capacity, the Company expects thatNorth American operations within our Networking segment. We anticipate operating margins will improvereflect continued product mix enrichment in the networking market and will include further migration to higher bandwidth cables, more 10-gigabit projects, and an increasing proportion of connectivity sales. We will also benefit from the full-year realization of the merger synergies in 2006. Management expects operating income as a percent of revenues will be between 8.5%9.0% and 9.5% of revenuesin 2006. This outlook, along with the outlook for 2005.
      The Company anticipates recognizing increased expenses for its pension plans during 2005. The Company’s expenses for these plans during 2004 were $9.7 million. The Company anticipates expenses for these plans of $12.1 million during 2005. The increase in expense results primarily from full-year inclusion ofdiluted income per share, excludes the Canadian plans acquired in the Merger and the continuing impact of investment losses incurredour adoption of SFAS No. 123(R) effective January 1, 2006.
Management anticipates the Company will generate diluted income from 2001 through 2003 on the calculation of plan expenses.continuing operations per share, excluding any further restructuring charges, between $1.50 and $1.60 in 2006.
 The Company anticipates
We anticipate funding $25.5$33.7 million in pension contributions and $2.5$2.7 million in contributions for other postretirement benefit plans in the upcoming year. The CompanyWe also anticipates payingplan to pay off a tranchetranches of itsboth our 1997 and 1999 medium-term notes in the amount of $15.0totaling $59.0 million in August 2005. The Company anticipates itduring 2006. We anticipate we will have sufficient funds to satisfy these cash requirements.
 The Company expects to recognize “sales incentive” compensation of up to $3.0 million in 2005 from a private-label customer under a minimum requirements contract should the customer fail to meet purchasing targets. With respect to the 2005 payment, the Company received a $1.5 million prepayment in 2002 per the terms of the minimum requirements contract. The remaining 2005 compensation could be reduced by the gross margin generated from the customer’s purchases of certain products from the Company during upcoming year.
Management expects that the Company’s effective tax rate for continuing operations in 20052006 will be 35%37.0%. Because of NOLnet operating loss carryforwards the Company anticipatesand deductible temporary differences, we anticipate that it will not make cash payments of United States income taxes during 2005.2006 will be significantly less than tax expense. Cash payments of income taxes for foreign jurisdictions will occur for some state and local jurisdictions in the United States and some national jurisdictions outside the United States.approximate tax expense.
 Management expects that the Company’s discontinued operations will generate a loss of $2.0 million to $3.0 million during 2005, net of tax benefit, and that this loss will be concentrated mainly in the first half of the year, after which time the affected plants will have ceased operations and the majority of the assets will be disposed. The Company anticipates the liquidation of assets of discontinued operations will generate cash that will largely offset cash required for severance associated with the discontinuance of these operations.
      The Company is engaged in an effort to liquidate its excess real estate in the United States, Canada and Europe. The Company has several buildings listed for sale and has contracts to sell real estate during the first six months of 2005 with estimated cash proceeds of approximately $25.0 million.
      The Company sold certain assets of its North American Communications operations to Superior on June 1, 2004, for approximately $95.0 million including $10.0 million to be paid nine months after the closing date contingent on a successful transition of customers to Superior. The Company received this $10.0 million from Superior in March 2005 and will record an additional gain on the disposal of these discontinued operations during the first quarter of 2005.
Depreciation and amortization for the year 20052006 are expected to be $38.0total approximately $37.0 million. Capital expenditures for Belden CDT during 20052006 are expected to be between $25.0 million andapproximately $30.0 million.
 The Company has
We have incurred severance charges havingrelated to do with the discontinuation of certain operations and with other actions intended to reduce costs. The amount of the charges recognized but not funded as of December 31, 20042005 is $20.4$12.0 million. Management expects that that all of these charges will be funded in 2005.2006. This will have a negative effect on cash flow. Management expects that there may be additional restructuring charges (severance and asset impairment) in future periods that willwould have a negative effect on both operating results in the short term and a negative effect on cash flow.
 In connection with the Merger, the Company granted retention and integration awards to certain employees. These awards consist of cash and restricted stock and are payable in three installments. The first installment was paid to the grantees in the third quarter of 2004. The second and third installments will be paid on the first and second anniversary dates of the merger (July 15, 2005 and 2006) subject to certain

42


conditions with respect to the grantees’ continued employment with the Company. The Company plans to accrue the expense for the second and third installments quarterly, having begun with the third quarter of 2004 and ending with the second quarter of 2006. Management anticipates that the amount of the expense will be $0.7 million quarterly or $2.8 million annually. The cash expenditure in July 2005 and 2006 will be approximately $2.2 million in each year.
      The Company’s outlook for the first quarter of 2005 is that revenues will be between $305.0 million and $310.0 million, the operating margin will be in the mid-single digits, and interest expense will be $3.1 million.
      The Company anticipatesWe anticipate that annual dividends in the aggregate of $.20 per common share ($.05 per common share each quarter) will be paid to all common stockholders.
Forward-Looking Statements
      The statements set forth in this report other than historical facts, including those noted inOn February 7, 2006, we announced organizational changes that we expect will change the “Outlook” section, are forward-looking statements made in reliance upon the safe harborsegmentation of the Private Securities Litigation Reform Actbusiness. We announced that our North American operations will be organized in two groups, Belden Americas Division and the Specialty Products Division. The heads of 1995. As such, they are based on current expectations, estimates, forecaststhese two divisions will report to the Chief Executive Officer, as will the President of European Operations and projections about the industries in which the Company operates, general economic conditions, and management’s beliefs and assumptions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. As a result, the Company’s actual results may differ materially from what is expected or forecasted in such forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, and disclaims any obligation to do so.General Manager, Asia/Pacific.
      The Company’s actual results may differ materially from such forward-looking statements for the following reasons:


46

• Changing economic conditions in the United States, Europe and parts of Asia (and the impact such conditions may have on the Company’s sales);
• The level of business spending in the United States, Canada, Europe, and other markets on information technology and the building or reconfiguring of network infrastructure;
• Increasing price, product and service competition from United States and international competitors, including new entrants;
• The creditworthiness of the Company’s customers;
• The Company’s continued ability to introduce, manufacture and deploy competitive new products and services on a timely, cost-effective basis;
• The ability to successfully restructure the Company’s operations;
• The ability to transfer production among the Company’s facilities;
• The Company’s abilities to integrate the operations of Belden and CDT and to achieve the expected synergies and cost savings;
• Developments in technology;
• The threat of displacement from competing technologies (including wireless and fiber optic technologies);
• Demand and acceptance of the Company’s products by customers and end users;
• Changes in raw material costs (specifically, costs for copper, Teflon FEP® and commodities derived from petroleum and natural gas) and availability;
• Changes in foreign currency exchange rates;
• The pricing of the Company’s products (including the Company’s ability to adjust product pricing in a timely manner in response to raw material cost volatility);

43


• The success of implementing cost-saving programs and initiatives;
• Reliance on large distributor customers and the reliance of the Networking segment on sales to large telecommunications customers in Europe;
• The threat of war and terrorist activities;
• General industry and market conditions and growth rates; and
• Other factors noted in this report and other Securities Exchange Act of 1934 filings of the Company.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
 
Market risks relating to the Company’sour operations result primarily from foreign currency exchange rates, certain commodity prices, interest rates and credit extended to customers. To manage the volatility relating to exposures, the Company netswe net the exposures on a consolidated basis to take advantage of natural offsets. For residual exposures, the Companywe sometimes entersenter into various derivative transactions pursuant to the Company’sour policies in areas such as counterparty exposure and hedging practices. The Company doesWe do not hold or issue derivative instruments for trading purposes. The terms of such instruments and the transactions to which they relate generally do not exceed twelve months. Each of these risks is discussed below.
Foreign Currency Exchange Rate Risk
 The Company manufactures
We manufacture and sells itssell our products in a number of countries throughout the world, and, as a result, isare exposed to movements in foreign currency exchange rates. The primary purpose of the Company’sour foreign currency exchange rate management activities is to manage the volatility associated with foreign currency purchases of materials or sales of finished product and other assets and liabilities created in the normal course of business. The Company’sOur foreign currency exchange rate management strategy involves the use of natural techniques, where possible, such as the offsetting or netting of like-currency cash flows. Where natural techniques are not possible, the Companywe will sometimes use foreign currency derivatives, typically foreign currency forward contracts, with durations of generally 12 months or less.
 
CDT executed a foreign currency swap derivative contract that was assumed by the Companyus on the effective date of the Merger. The contract will convertconverted a notional amount of 2.6 million euros into 82.4 million Czech koruny in April 2005. The Company doesWe did not consider the contract to be an effective hedge of its cash flow exposure and, therefore, recordsrecorded all currency gains or losses in the Consolidated Statement of Operations as they occur. The Companyoccurred. We had no other foreign currency derivatives outstanding at December 31, 20042005 and did not employ any other foreign currency derivatives during the year then ended.
 The Company
We generally viewsview as long-term itsour investments in international subsidiaries with functional currencies other than the United States dollar. As a result, the Company doeswe do not generally use derivatives to manage these net investments. In terms of foreign currency translation risk, the Company iswe are exposed primarily to the euro, the British pound and the Canadian dollar.
 The Company’s
Our net foreign currency investment in foreign subsidiaries and affiliates translated into United States dollars using year-end exchange rates was $261.8$294.0 million and $109.0$308.8 million at December 31, 20042005 and 2003,2004, respectively.
Commodity Price Risk
 
Certain raw materials used by the Companyus are subject to price volatility caused by supply conditions, political and economic variables and other unpredictable factors. The primary purpose of the Company’sour commodity price management activities is to manage the volatility associated with purchases of commodities in the normal course of business. The Company doesWe do not speculate on commodity prices.
 The Company is
We are exposed to price risk related to itsour purchase of copper used in the manufacture of itsour products. The Company’sOur copper price management strategy involves the use of natural techniques, where possible, such as purchasing copper for future delivery at fixed prices. Where natural techniques are not

44


possible, the Companywe will sometimes use commodity price derivatives, typically exchange-traded forward contracts, with durations of generally twelve months or less. The CompanyWe did not have any commodity price derivatives outstanding at December 31, 20042005 and did not employ any commodity price derivatives during the year then ended. The following table presents the purchase commitments by the notional amount in pounds, the weighted average contract price, and total dollar amounts by expected maturity date. In addition, the table presents the physical inventory of


47


copper at December 31, 20042005 by the amount of pounds held at average cost. The fair value of purchase commitments and physicalthis inventory as of December 31, 20042005 is also presented.
               
  Expected Maturity Dates  
     
  2005 Thereafter Fair Value
       
  (In thousands, except average price)
Purchase commitments:            
 Continuing operations:            
  Commitment volume (pounds)  921.5        
  Weighted average price (per pound) $1.4721        
  Commitment amounts $1,356.5     $1,370.3 
On-hand copper rod at December 31, 2004:            
 Continuing operations:            
  Pounds on hand  5,859.5        
  Weighted average price (per pound) $1.5321        
  Total value on hand $8,977.2     $8,713.1 
 Discontinued operations:            
  Pounds on hand  431.0         
  Weighted average price (per pound) $1.4323         
  Total value on hand $617.3      $640.9 
 The Company is
     
  (In thousands, except
 
  average price) 
 
Pounds on hand  2,483.2 
Weighted average price (per pound) $2.3247 
Value using weighted average price $5,772.7 
Fair value $5,367.4 
We are also exposed to price risk related to itsour purchase of selected commodities derived from petroleum and natural gaspetrochemical feedstocks used in the manufacture of itsour products. The CompanyWe generally purchasespurchase these commodities based upon market prices established with the vendors as part of the purchase process. Recent trends indicate that pricing of these commodities may become more volatile due to the increased prices of both petroleum and natural gaspetrochemical feedstocks as well as the current threat of terrorist activities. Historically, the Company haswe have not used commodity financial instruments to hedge prices for commodities derived from petroleum and natural gas.petrochemical feedstocks. There is a modest correlation, primarily in theour Networking segment, between costs for commodities derived from petroleum and natural gaspetrochemical feedstocks and the ultimate selling price of the product. Exposures to most changes in costs for commodities derived from petroleum and natural gaspetrochemical feedstocks remain unprotected.
Interest Rate Risk
 The Company manages its
We have occasionally managed our debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates.rates; however we were not a party to any interest rate swap agreements at December 31, 2005 or during the year then ended. The following table provides information about the Company’sour financial instruments that are sensitive to changes in interest rates. For the Company’s debt obligations, the

45


The table presents principal cash flows and average interest rates by expected maturity dates. The table also presents fair values as of December 31, 2004.2005.
                                 
  Principal (Notional) Amount by Expected Maturity  
    Fair
  2005 2006 2007 2008 2009 Thereafter Total Value
                 
  (In millions, except rates)
Fixed-rate debt $15.0  $15.0  $15.0  $15.0  $15.0      $75.0  $73.4 
Average interest rate  6.92%  6.92%  6.92%  6.92%  6.92%            
Fixed-rate debt     $44.0                  $44.0  $45.3 
Average interest rate      7.85%                        
Fixed-rate debt                 $17.0      $17.0  $17.2 
Average interest rate                  8.06%            
Fixed-rate convertible debt                     $110.0  $110.0  $110.0(1)
Average interest rate                      4.00%        
 
                                 
  Principal Amount by Expected Maturity    
  2006  2007  2008  2009  2010  Thereafter  Total  Fair Value 
  (In millions, except rates) 
 
Fixed-rate debt $15.0  $15.0  $15.0  $15.0        $60.0  $59.3 
Average interest rate  6.92%  6.92%  6.92%  6.92%              
Fixed-rate debt $44.0                 $44.0  $44.3 
Average interest rate  7.85%                       
Fixed-rate debt          $17.0        $17.0  $17.4 
Average interest rate           8.06%              
Fixed-rate convertible debt                $110.0  $110.0  $110.0(1)
Average interest rate                 4.00%        
(1)The Company’sOur contingently convertible notes traded at 147.125 atan average market price of 146.03 on December 31, 2004. The Company believes2005. We believe the premium associated with these notes is attributable to factors other than changes in interest rate.
The fair value of our fixed-rate financial instruments at December 31, 2005 represented 100.0% of the carrying value of our fixed-rate financial instruments. The aggregate fair value of these same financial instruments was $135.9 million, or 99.9% of their aggregate carrying value, at December 31, 2004.
Credit Risk
 The Company sells its
We sell our products to many customers in several markets across multiple geographic areas. The ten largest customers, primarily the larger distributors and communications companies, constitute in aggregate approximately 52%42%, 50%52% and 50% of revenues in 2005, 2004 and 2003, and 2002, respectively.


48


      During 2004, 2003 and 2002, the Company recorded total bad debt expense of $0.7 million, $0.8 million and $1.8 million, respectively.
The following table reflects the receivables that represent the only significant concentrations of credit to which the Company waswe were exposed at December 31, 20042005 and 2003.2004. Historically, these customers generally pay all outstanding receivables within thirty to sixty days of invoice receipt.
                  
  2004  2003
      
    Percent of Net    Percent of Net
December 31, Amount Receivables  Amount Receivables
          
  (In thousands, except % data)
Receivable 1 $23,006   13%  $15,262   18%
Receivable 2  12,971   7%   4,850   6%
Receivable 3  11,746   7%   8,990   10%
              
Total $47,723   27%  $29,102   34%
              
                 
     2005     2004 
     Percent of Net
     Percent of Net
 
December 31,
 Amount  Receivables  Amount  Receivables 
  (In thousands, except % data) 
 
Anixter International, Inc.  $29,300   15% $23,006   13%
British Telecom plc  21,064   11%  11,746   7%
Graybar Electric Company, Inc.   13,183   7%  12,971   7%
                 
Total $63,502   36% $47,723   27%
                 


49

46


Item 8.Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Belden CDT Inc.
 
We have audited the accompanying consolidated balance sheets of Belden CDT Inc. as of December 31, 20042005 and 2003,2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004.2005. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Belden CDT Inc. at December 31, 20042005 and 2003,2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004,2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Belden CDT Inc.’s internal control over financial reporting as of December 31, 20042005 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 29, 20058, 2006 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
/s/  Ernst & Young LLP
St. Louis, Missouri
March 29, 20058, 2006


50

47


Belden CDT Inc.
Consolidated Balance Sheets
            
December 31, 2004  2003
      
  (In thousands, except
  par value and number of
  shares)
ASSETS
Current assets:         
 Cash and cash equivalents $188,798   $94,955 
 Receivables, less allowance for doubtful accounts of $5,618 and $2,683 at 2004 and 2003, respectively  174,554    86,225 
 Inventories, net  227,034    93,406 
 Income taxes receivable  194    1,770 
 Deferred income taxes  15,911    13,068 
 Other current assets  8,689    6,218 
 Current assets of discontinued operations  34,138    104,319 
        
  Total current assets  649,318    399,961 
Property, plant and equipment, less accumulated depreciation  338,247    189,129 
Goodwill, less accumulated amortization of $12,640 and $13,768 at 2004 and 2003, respectively  286,163    79,463 
Intangible assets, less accumulated amortization of $3,093 and $32 at 2004 and 2003, respectively  78,266    17 
Other long-lived assets  6,460    5,990 
Long-lived assets of discontinued operations  36,984    14,565 
        
  $1,395,438   $689,125 
        
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
Current liabilities:         
 Accounts payable and accrued liabilities $185,035   $89,179 
 Current maturities of long-term debt  15,702    65,951 
 Current liabilities of discontinued operations  17,534    19,951 
        
  Total current liabilities  218,271    175,081 
Long-term debt  232,823    136,000 
Postretirement benefits other than pensions  30,089    10,201 
Deferred income taxes  68,158    59,604 
Other long-term liabilities  25,340    20,994 
Long-term liabilities of discontinued operations  1,516    5,705 
Minority interest  9,241     
Stockholders’ equity:         
 Preferred stock, par value $.01 per share —
2,000,000 and 25,000,000 shares authorized at 2004 and 2003, respectively
no shares outstanding
       
 Common stock, par value $.01 per share —
200,000,000 and 100,000,000 shares authorized at 2004 and 2003, respectively
50,210,576 and 26,203,603 shares issued at 2004 and 2003, respectively
47,201,404 and 25,656,313 shares outstanding at 2004 and 2003, respectively
  502    262 
 Additional paid-in capital  531,984    39,022 
 Retained earnings  252,114    244,217 
 Accumulated other comprehensive income  27,862    7,461 
 Unearned deferred compensation  (2,462)   (1,700)
 Treasury stock, at cost — 3,009,172 and 547,290 shares at 2004 and 2003, respectively      (7,722)
        
  Total stockholders’ equity  810,000    281,540 
        
  $1,395,438   $689,125 
        
         
December 31,
 2005  2004 
  (In thousands, except par value and number of shares) 
 
ASSETS
Current assets:        
Cash and cash equivalents $134,640  $188,798 
Receivables, less allowance for doubtful accounts of $3,866 and $5,618 at 2005 and 2004, respectively  198,106   174,554 
Inventories, net  261,963   227,034 
Deferred income taxes  27,845   15,911 
Other current assets  8,223   11,885 
Current assets of discontinued operations     19,573 
         
Total current assets  630,777   637,755 
Property, plant and equipment, less accumulated depreciation  304,337   338,247 
Goodwill, less accumulated amortization of $12,146 and $12,640 at 2005 and 2004, respectively  272,290   286,163 
Intangible assets, less accumulated amortization of $6,634 and $3,434 at 2005 and 2004, respectively  72,459   78,266 
Other long-lived assets  6,084   6,460 
Long-lived assets of discontinued operations  129   24,330 
         
  $1,286,076  $1,371,221 
         
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:        
Accounts payable and accrued liabilities $209,031  $185,035 
Current maturities of long-term debt  59,000   15,702 
Current liabilities of discontinued operations  388   17,541 
         
Total current liabilities  268,419   218,278 
Long-term debt  172,051   232,823 
Postretirement benefits other than pensions  33,167   30,089 
Deferred income taxes  73,851   45,450 
Other long-term liabilities  17,166   25,340 
Minority interest  7,914   9,241 
Stockholders’ equity:        
Preferred stock, par value $.01 per share — 2,000,000 shares authorized, no shares outstanding      
Common stock, par value $.01 per share — 200,000,000 shares authorized, 50,345,852 and 50,210,576 shares issued at 2005 and 2004, respectively, 42,336,178 and 47,201,404 shares outstanding at 2005 and 2004, respectively  503   502 
Additional paid-in capital  540,430   531,984 
Retained earnings  290,870   252,114 
Accumulated other comprehensive income (loss)  (6,881)  27,862 
Unearned deferred compensation  (336)  (2,462)
Treasury stock, at cost — 8,009,674 and 3,009,172 shares at 2005 and 2004, respectively  (111,078)   
         
Total stockholders’ equity  713,508   810,000 
         
  $1,286,076  $1,371,221 
         
The accompanying notes are an integral part of these Consolidated Financial Statements


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48


Belden CDT Inc.
Consolidated Statements of Operations
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands, except per share
  amounts)
Revenues $966,174   $624,106  $633,083 
Cost of sales  766,101    504,799   510,226 
           
 Gross profit  200,073    119,307   122,857 
Selling, general and administrative expenses  151,438    94,717   95,742 
Other operating expenses/(earnings)  5,871    (2,631)  6,932 
           
 Operating earnings  42,764    27,221   20,183 
Nonoperating earnings  (1,732)       
Minority interest in earnings  371        
Interest expense  12,881    12,571   14,257 
           
 Income from continuing operations before taxes  31,244    14,650   5,926 
Income tax expense  15,891    4,493   5,935 
           
 Income/(loss) from continuing operations  15,353    10,157   (9)
Loss from discontinued operations, net of tax benefit of $17,536, $40,371 and $8,913, respectively  (417)   (71,768)  (15,126)
Gain on disposal of discontinued operations, net of tax expense of $142  253        
           
 Net income/(loss) $15,189   $(61,611) $(15,135)
           
Weighted average number of common shares and equivalents:             
 Basic  35,404    25,158   24,763 
 Diluted  38,724    25,387   24,763 
           
Basic earnings/(loss) per share:             
 Continuing operations $.43   $.40  $(—)
 Discontinued operations  (.01)   (2.85)  (.61)
 Disposal of discontinued operations  .01        
 Net income/(loss)  .43    (2.45)  (.61)
           
Diluted earnings/(loss) per share:             
 Continuing operations $.43   $.40  $(—)
 Discontinued operations  (.01)   (2.83)  (.61)
 Disposal of discontinued operations  .01        
 Net income/(loss)  .43    (2.43)  (.61)
           
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands, except per share amounts) 
 
Revenues $1,352,131  $966,174  $624,106 
Cost of sales  (1,067,007)  (766,101)  (504,799)
             
Gross profit  285,124   200,073   119,307 
Selling, general and administrative expenses  (207,124)  (151,438)  (94,717)
Asset impairment  (12,849)  (8,871)  (352)
Minimum requirements contract income  3,000   3,000   2,983 
             
Operating income  68,151   42,764   27,221 
Interest expense  (15,032)  (14,709)  (13,118)
Interest income  4,941   1,828   547 
Minority interest in earnings  (699)  (371)   
Gain on disposal of assets     1,732    
             
Income from continuing operations before taxes  57,361   31,244   14,650 
Income tax expense  (24,719)  (15,891)  (4,493)
             
Income from continuing operations  32,642   15,353   10,157 
Loss from discontinued operations, net of tax benefit of $3,261, $17,536 and $40,371, respectively  (247)  (417)  (71,768)
Gain on disposal of discontinued operations, net of tax expense of $8,529 and $142, respectively  15,163   253    
             
Net income (loss) $47,558  $15,189  $(61,611)
             
Weighted average number of common shares and equivalents:            
Basic  45,655   35,404   25,158 
Diluted  52,122   38,724   25,387 
             
Basic income (loss) per share:            
Continuing operations $.72  $.43  $.40 
Discontinued operations  (.01)  (.01)  (2.85)
Disposal of discontinued operations  .33   .01    
Net income (loss)  1.04   .43   (2.45)
             
Diluted income (loss) per share:            
Continuing operations $.68  $.43  $.40 
Discontinued operations  (.01)  (.01)  (2.83)
Disposal of discontinued operations  .29   .01    
Net income (loss)  .96   .43   (2.43)
             
The accompanying notes are an integral part of these Consolidated Financial Statements


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49


Belden CDT Inc.
Consolidated Cash Flow Statements
                  
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
Cash flows from operating activities:             
 Net income/(loss) $15,189   $(61,611) $(15,135)
 Adjustments to reconcile net income/(loss) to net cash provided by operating activities:             
  Depreciation and amortization  30,714    35,765   39,651 
  Asset impairment charges  8,871    92,752   32,719 
  Deferred income tax provision/(benefit)  1,694    (34,206)  (1,023)
  Retirement savings plan contributions  2,279    3,739    
  Stock compensation  3,768    1,650   1,140 
  Employee stock purchase plan  56    2,149   1,647 
  Gain on business divestiture  (1,732)       
  Gain on disposal of property, plant and equipment  (1,616)       
  Changes in operating assets and liabilities(1):             
   Receivables  11,665    20,609   9,089 
   Inventories  (13,876)   42,031   10,611 
   Accounts payable and accrued liabilities  (22,411)   (27,303)  6,150 
   Current and deferred income taxes, net  397    4,403   16,113 
   Other assets and liabilities, net  5,964    16,410   (7,328)
           
    Net cash provided by operating activities  40,962    96,388   93,634 
Cash flows from investing activities:             
 Capital expenditures  (15,889)   (16,738)  (32,830)
 Cash used to acquire business  (6,196)      (11,300)
 Proceeds from business divestiture  681        
 Proceeds from disposal of tangible assets  88,326    246   202 
           
    Net cash provided by/(used for) investing activities  66,922    (16,492)  (43,928)
Cash flows from financing activities:             
 Net payments under borrowing arrangements  (66,660)      (31,461)
 Proceeds from exercise of stock options  4,375    170   1,198 
 Cash dividends paid  (7,292)   (5,083)  (4,878)
           
    Net cash used for financing activities  (69,577)   (4,913)  (35,141)
Effect of exchange rate changes on cash and cash equivalents  4,630    2,377   231 
           
Increase in cash and cash equivalents  42,937    77,360   14,796 
Cash received from merger of Belden Inc. and Cable Design Technologies Corporation  50,906        
Cash and cash equivalents, beginning of period  94,955    17,595   2,799 
           
Cash and cash equivalents, end of period $188,798   $94,955  $17,595 
           
Supplemental cash flow information             
 Income tax refunds received $3,595   $18,614  $21,377 
 Income taxes paid  (5,773)   (13,630)  (2,852)
 Interest paid, net of amount capitalized  (15,383)   (14,543)  (14,752)
           
 
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Cash flows from operating activities:            
Net income (loss) $47,558  $15,189  $(61,611)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:            
Depreciation and amortization  40,470   30,714   35,765 
Asset impairment charges  12,849   8,871   92,752 
Deferred income tax expense (benefit)  14,127   1,694   (34,206)
Pension funding in excess of pension expense  (8,157)  (4,876)  (1,432)
Stock-based compensation expense  3,009   3,824   3,799 
Retirement savings plan contributions paid in stock     2,279   3,739 
Gain on disposal of tangible assets  (15,666)  (3,348)   
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:            
Receivables  (20,683)  11,665   20,609 
Inventories  (41,822)  (13,876)  42,031 
Accounts payable and accrued liabilities  27,084   (22,411)  (27,303)
Current income taxes, net  4,012   397   4,403 
Other assets and liabilities, net  (13,632)  10,840   17,842 
             
Net cash provided by operating activities  49,149   40,962   96,388 
Cash flows from investing activities:            
Proceeds from disposal of tangible assets  51,541   89,007   246 
Capital expenditures  (23,789)  (15,889)  (16,738)
Cash used to acquire a business     (6,196)   
             
Net cash provided by (used for) investing activities  27,752   66,922   (16,492)
Cash flows from financing activities:            
Payments under share repurchase program  (109,429)      
Payments under borrowing arrangements  (17,474)  (66,660)   
Cash dividends paid  (9,116)  (7,292)  (5,083)
Proceeds from exercise of stock options  6,897   4,375   170 
             
Net cash used for financing activities  (129,122)  (69,577)  (4,913)
Effect of foreign currency exchange rate changes on cash and cash equivalents  (1,937)  4,630   2,377 
             
Increase (decrease) in cash and cash equivalents  (54,158)  42,937   77,360 
Cash received from merger with Cable Design Technologies Corporation     50,906    
Cash and cash equivalents, beginning of year  188,798   94,955   17,595 
             
Cash and cash equivalents, end of year $134,640  $188,798  $94,955 
             
Supplemental cash flow information:            
Income tax refunds received $8,924  $3,595  $18,614 
Income taxes paid  (11,071)  (5,773)  (13,630)
Interest paid, net of amount capitalized  (14,857)  (15,383)  (14,543)
             
(1) Net of the effects of exchange rate changes and acquired businesses.
The accompanying notes are an integral part of these Consolidated Financial Statements


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50


Belden CDT Inc.
Consolidated Stockholders’ Equity Statements
                              
            Accumulated  
          Unearned Other  
  Common Paid-In Retained Treasury Deferred Comprehensive  
  Stock Capital Earnings Stock Compensation Income/(Loss) Total
               
  (In thousands)
Balance at December 31, 2001 $262  $43,773  $330,923  $(25,603) $(1,233) $(26,625) $321,497 
Net loss          (15,135)              (15,135)
Foreign currency translation                      21,357   21,357 
Unrealized gain on derivative instruments                      245   245 
Minimum pension liability, net of tax of $8.3 million                      (12,836)  (12,836)
                      
 Comprehensive loss                          (6,369)
Issuance of stock                            
 Stock options      (593)      1,791           1,198 
 Stock compensation      (426)      2,412   (1,921)      65 
 Retirement savings plan      (576)      1,481           905 
 Employee stock purchase plan      (1,261)      2,908           1,647 
Amortization of unearned deferred compensation                  1,140       1,140 
Cash dividends ($.20 per share of common stock)          (4,878)              (4,878)
                      
Balance at December 31, 2002  262   40,917   310,910   (17,011)  (2,014)  (17,859)  315,205 
Net loss          (61,611)              (61,611)
Foreign currency translation             ��        24,650   24,650 
Minimum pension liability, net of tax of $0.8 million                      670   670 
                      
 Comprehensive loss                          (36,291)
Issuance of stock                            
 Stock options      1       169           170 
 Stock compensation      (560)      1,896   (1,188)      148 
 Retirement savings plan      (713)      4,452           3,739 
 Employee stock purchase plan      (623)      2,772           2,149 
Amortization of unearned deferred compensation                  1,502       1,502 
Cash dividends ($.20 per share of common stock)          (5,082)              (5,082)
                      
Balance at December 31, 2003  262   39,022   244,217   (7,722)  (1,700)  7,461   281,540 
Net income          15,189               15,189 
Foreign currency translation                      24,233   24,233 
Minimum pension liability, net of tax of $1.7 million                      (3,832)  (3,832)
                      
 Comprehensive income                          35,590 
Issuance of stock                            
 Stock options  2   4,384       121           4,507 
 Stock compensation      1,811       1,160   (3,881)      (910)
 Retirement savings plan      477       1,802           2,279 
 Employee stock purchase plans      184       54           238 
Amortization of unearned deferred compensation                  3,645       3,645 
Cash dividends ($.20 per share of common stock)          (7,292)              (7,292)
Merger between Belden and CDT  238   486,106       4,585   (526)      490,403 
                      
Balance at December 31, 2004 $502  $531,984  $252,114  $  $(2,462) $27,862  $810,000 
                      
                             
                 Accumulated
    
              Unearned
  Other
    
  Common
  Paid-In
  Retained
  Treasury
  Deferred
  Comprehensive
    
  Stock  Capital  Earnings  Stock  Compensation  Income (Loss)  Total 
  (In thousands) 
 
Balance at December 31, 2002 $262  $40,917  $310,910  $(17,011) $(2,014) $(17,859) $315,205 
Net loss          (61,611)              (61,611)
Foreign currency translation                      24,650   24,650 
Minimum pension liability, net of $0.8 million deferred tax benefit                      670   670 
                             
Comprehensive loss                          (36,291)
Exercise of stock options      1       169           170 
Stock compensation      (560)      1,896   (1,188)      148 
Retirement savings plan contributions      (713)      4,452           3,739 
Stock purchase plan settlements      (623)      2,772           2,149 
Amortization of unearned deferred compensation                  1,502       1,502 
Cash dividends ($.20 per common share)          (5,082)              (5,082)
                             
Balance at December 31, 2003  262   39,022   244,217   (7,722)  (1,700)  7,461   281,540 
Net income          15,189               15,189 
Foreign currency translation                      24,233   24,233 
Minimum pension liability, net of $1.7 million deferred tax benefit                      (3,832)  (3,832)
                             
Comprehensive income                          35,590 
Exercise of stock options  2   4,384       121           4,507 
Stock compensation      1,811       1,430   (3,881)      (640)
Retirement savings plan contributions      477       1,802           2,279 
Stock purchase plan settlements      184       54           238 
Forfeiture of stock by incentive plan participants in lieu of cash payment of individual tax liabilities related to share-based compensation              (270)          (270)
Amortization of unearned deferred compensation                  3,645       3,645 
Cash dividends ($.20 per common share)          (7,292)              (7,292)
Merger between Belden and CDT  238   486,106       4,585   (526)      490,403 
                             
Balance at December 31, 2004  502   531,984   252,114      (2,462)  27,862   810,000 
Net income          47,558               47,558 
Foreign currency translation                      (34,144)  (34,144)
Minimum pension liability, net of $1.0 million deferred tax benefit                      (599)  (599)
                             
Comprehensive income                          12,815 
Exercise of stock options  1   6,991       (95)          6,897 
Stock compensation      1,069       (186)  78       961 
Forfeiture of stock by incentive plan participants in lieu of cash payment of individual tax liabilities related to share-based compensation              (1,368)          (1,368)
Share repurchase program              (109,429)          (109,429)
Amortization of unearned deferred compensation                  2,048       2,048 
Cash dividends ($.20 per common share)          (9,116)              (9,116)
Other      386   314               700 
                             
Balance at December 31, 2005 $503  $540,430  $290,870  $(111,078) $(336) $(6,881) $713,508 
                             
The accompanying notes are an integral part of these Consolidated Financial Statements


54

51


Belden CDT Inc.
Notes to Consolidated Financial Statements
Note 1:DescriptionBasis of BusinessPresentation
 
Business Description
Belden CDT Inc. (theCompany) designs, manufactures and markets high-speed electronic cables and connectivity products for the specialty electronics and data networking markets. The Company focuses on segments of the worldwide cable and connectivity market that require highly differentiated, high-performance products and adds value through design, engineering, manufacturing excellence, product quality, and customer service. The Company has manufacturing facilities in North America and EuropeEurope.
Consolidation
The accompanying Consolidated Financial Statements include Belden CDT Inc. and hadall of its subsidiaries. The Company, formerly called Cable Design Technologies Corporation(CDT), merged with Belden Inc.(Belden) and changed its name to Belden CDT Inc. on July 15, 2004. The merger was treated as a manufacturing facilityreverse acquisition under the purchase method of accounting. Belden was considered the acquiring enterprise for financial reporting purposes. The results of operations of CDT are included in Australia until June 2003.the Company’s Consolidated Statement of Operations from July 16, 2004.
All affiliate accounts and transactions are eliminated in consolidation.
Foreign Currency Translation
For international operations with functional currencies other than the United States dollar, assets and liabilities are translated at current exchange rates; income and expenses are translated using average exchange rates. Resulting translation adjustments, as well as gains and losses from certain affiliate transactions, are reported in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Exchange gains and losses on transactions are included in operating income.
Use of Estimates in the Preparation of the Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates are made in regard to receivables collectibility, inventory valuation, realization of deferred tax assets, valuation of long-lived tangible assets, valuation of goodwill and intangible assets, calculation of pension and other postretirement benefits expense, and valuation of acquired businesses.
Reclassifications
Certain reclassifications have been made to the 2004 and 2003 Consolidated Financial Statements in order to conform to the 2005 presentation.
Note 2:Summary of Significant Accounting Policies
Basis of Presentation
 The accompanying Consolidated Financial Statements include Belden CDT Inc.
Cash and all of its subsidiaries. The Company, formerly called Cable Design Technologies Corporation (CDTCash Equivalents), merged with Belden Inc. (Belden) and changed its name to Belden CDT Inc. on July 15, 2004. In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 141,Business Combinations, the Merger was treated as a reverse acquisition under the purchase method of accounting. Belden was considered the acquiring enterprise for financial reporting purposes. The results of operations of CDT are included in the Company’s Consolidated Statement of Operations from July 16, 2004.
 All affiliate accounts and transactions are eliminated in consolidation.
Foreign Currency Translation
      For international operations with functional currencies other than the United States dollar, asset and liability accounts are translated at current exchange rates; income and expenses are translated using average exchange rates. Resulting translation adjustments, as well as gains and losses from certain affiliate transactions, are reported in accumulated other comprehensive income/(loss), a separate component of stockholders’ equity. Exchange gains and losses on transactions are included in operating earnings/(loss).
Use of Estimates in the Preparation of the Financial Statements
      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
      Certain reclassifications have been made to the 2002 and 2003 Consolidated Financial Statements in order to conform to the 2004 presentation.
Cash and Cash Equivalents
The Company classifies 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 the Company may hold from time to time, as cash and cash equivalents.


55

52


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Trade Receivables and Related Allowances

 
Receivables and Related Allowances
The Company classifies amounts owed to the Company and due within twelve months, arising from the sale of goods or services in the normal course of business, to an unrelated party, as tradecurrent receivables. Trade receivablesReceivables due after twelve months are reclassifiedclassified as other long-lived assets.
 Interest charged on delinquent trade receivables is accrued but the income is deferred as a receivables allowance until the interest is collected.
The Company evaluates the collectibility of accounts receivablereceivables based on the specific identification method. A considerable amount of judgment is required in assessing the realization of accounts receivable,receivables, including the current creditworthiness of each customer and related aging of the past due balances. In order to assess the collectibility of the accounts receivable,receivables, the Company performs ongoing credit evaluations of its customers’ financial condition. Through these evaluations, the Company may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. In circumstances where the Company is aware of a customer’s inability or unwillingness to pay outstanding amounts, the Company records a specific reserve for bad debts against amounts due to reduce the receivable to its estimated collectible balance.
The Company recognized bad debt expense of $0.7 million, $0.7 million and $0.8 million in 2005, 2004 and $1.8 million in 2004, 2003, and 2002, respectively. The allowance for doubtful accounts at December 31, 2005 and 2004 was $3.9 million and $5.6 million, respectively.
The Company grants incentive allowances to selected customers as part of its sales programs. The incentives are determined based on certain targeted sales volumes. In certain instances, the Company also grants selected product price protection allowances. Certain distribution customers are also allowed to return inventory at the customer’s original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. Sales revenues are reduced when incentives, allowances or returns are anticipated or projected. The Company reduces revenues by recording a separate deduction to gross revenues. Future market conditions and product transitions might require the Company to take actions to increase customer incentive and product price protection offerings, possibly resulting in an incremental reduction of revenue at the time the incentive or allowance is offered. Additionally, certain incentive programs require the Company to estimate, based on historical experience, the number of customers who will actually redeem the incentive.
The Company recognized incentive, price, and returned material allowances totaling $87.4 million, $70.2 million and $34.6 million as deductions to gross revenues in 2005, 2004 and 2003, was $5.6respectively.
The allowances for incentive rebates, price adjustments and returned material at December 31, 2005 and 2004 totaled $37.2 million and $2.7$23.2 million, respectively.
Inventories and Related Reserves
Inventories and Related Reserves
 
Inventories are stated at the lower of cost or market. The Company determines the cost of all raw materials,work-in-process and finished goods inventories by the first in, first out method. Cost components of inventories include direct labor, applicable production overhead and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products.
 
The Company evaluates the realizability of its inventory on aproduct-by-product basis in light of anticipated sales demand, technological changes, product life cycle, component cost trends, product pricing and inventory condition. In circumstances where inventory levels are in excess of anticipated market demand, inventory is deemed technologically obsolete or not saleable due to condition or inventory cost exceeds net realizable value, the Company records a charge to cost of goods sold and reduces the inventory to its net realizable value.
 Further disclosure regarding the Company’s inventories is included in Note 9,Inventories, to these Consolidated Financial Statements.
Property, Plant and Equipment
Property, Plant and Equipment
 
Property, plant and equipment are recorded at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets ranging from ten to forty years for buildings, five to twelve years for machinery and equipment and five years for business information systems. Construction in process reflects amounts


56


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

incurred for the configuration and build-out of property, plant and equipment and for property, plant and equipment not yet placed into service. Maintenance and repairs — both planned major activities and less-costly, ongoing activities — are charged to expense as incurred. In accordance with SFAS No. 34,Capitalization of Interest Costs, theThe Company capitalizes interest costs associated with the construction of capital assets for business operations and amortizes the costs over the assets’ useful lives.
 In accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, the
The Company reviews property, plant and equipment to determine whether an event or change in circumstances indicates the carrying values of the assets may not be recoverable. The Company bases its evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets and any historical

53


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, the Company determines whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Fair value is the amount at which the asset could be bought or sold in a current transaction between a willing buyer and seller other than in a forced or liquidation sale and can be measured as the asset’s quoted market price in an active market or, where an active market for the asset does not exist, the Company’s best estimate of fair value based on either discounted cash flow analysis or present value analysis.
 Further disclosure regarding the Company’s property, plant and equipment is included in Note 10,Property, Plant and Equipment, to these Consolidated Financial Statements.
Intangible Assets
Intangible Assets
 
The Company’s intangible assets consist of (a) definite-lived assets subject to amortization such as patents, favorable customer contracts, customer relationships and backlog, and (b) indefinite-lived assets not subject to amortization such as goodwill and trademarks. Amortization of the definite-lived intangible assets is calculated on a straight-line basis over the estimated useful lives of the related assets ranging from less than one year for backlog to in excess of twenty-five years for customer relationships.
 In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, the
The Company evaluates goodwill for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. The provision of SFAS No. 142 requiresAccounting principles generally accepted in the United States require that a two-step impairment test be performed on goodwill. In the first step, the Company compares the fair value of each reporting unit to its carrying value. The Company determines the fair value using the income approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then the Company must perform the second step in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and the Company recognizes an impairment loss for the difference between the carrying amount and the implied fair value of goodwill as a component of operating expenses.income.
 In accordance with SFAS No. 142, the
The Company also evaluates other indefinite-lived intangible assets not subject to amortization for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of those assets may no longer be recoverable. SFAS No. 142 requiresAccounting standards generally accepted in the United States require that an impairment test for an indefinite-lived intangible asset not subject to amortization consist of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, an impairment loss should be recognized in an amount equal to that excess.
 In accordance with SFAS No. 144, the
The Company reviews definite-lived intangible assets subject to amortization to determine whetherwhenever an event or change in circumstances indicates the carrying values of the assets may not be recoverable. The Company tests intangible assets subject to amortization for impairment and estimates their fair values using the same assumptions and techniques that were employed for impairment testing and asset fair value estimation of property, plant and equipment.
      Further disclosure regarding the Company’s intangible assets is included in Note 11,Intangible Assets, to these Consolidated Financial Statements.

54
57


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Pension and Other Postretirement Benefits

 
Pension and Other Postretirement Benefits
The Company’s pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates and other factors. The Company bases the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect the Company’s long-term actual experience and future or near-term outlook. Long-term return on plan assets is determined based on historical portfolio results and management’s expectation of the future economic environment. The Company’s health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. The Company’s key assumptions are described in further detail in Note 15,Pension and Other Postretirement Benefits.Actual results that differ from the Company’s assumptions are accumulated and, if in excess of the lesser of 10% of the project benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants.
Comprehensive Income/(Loss)
Comprehensive Income (Loss)
 
Comprehensive income/income (loss) consists of net income/income (loss), foreign currency translation adjustments and minimum pension liability adjustments, and is presented in the accompanying Consolidated Statements of Stockholders’ Equity.
Business Combination Accounting
Business Combination Accounting
 
The merger of Belden and CDT on July 15, 2004 was accounted for using the purchase method of accounting. The purchase method requires management to make significant estimates. First, management must determine the cost of the acquired entity based on the fair value of the consideration paid or the fair value of the net assets acquired, whichever is more clearly evident. This cost is then allocated to the assets acquired and liabilities assumed based on their estimated fair values at the business combination effective date. In addition, management must identify and estimate the fair values of intangible assets that should beare recognized as assets apart from goodwill. Management utilized third party appraisals to assist in estimating the fair value of CDT tangible property, plant and equipment and intangible assets acquired.
      Further disclosure regardingacquired in the 2004 merger of Belden and CDT is included in Note 3,Business Combinations,to these Consolidated Financial Statements.CDT.
Revenue Recognition
Revenue Recognition
 
Revenue is recognized in the period title to product passes to customers and collectibility of the resulting accounts receivable is reasonably assured. As part of the revenue recognition process, the Company determines whether the resulting accounts receivable are reasonably assured of collection based on a variety of factors, including an evaluation of whether there has been deterioration in the credit quality of its customers, which could result in the Company being unable to collect the accounts receivable. In situations where it is unclear as to whether the Company will be able to sell or collect the accounts receivable, the Company will request alternative financing arrangements, such as prepayment or commercial letters of credit, from the customer.
 
The Company grants incentive allowances to selected customers as part of its sales programs. The incentives are determined based on certain targeted sales volumes. In certain instances, the Company also grants selected product price protection allowances. Certain distribution customers are also allowed to return inventory at the customer’s original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. Sales revenues are reduced when incentives, allowances or returns are anticipated or projected. The Company reduces revenues by recording a separate deduction to gross revenues.

55


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
deduction in gross revenues. The Company follows guidance provided by Securities and Exchange Commission Staff Accounting Bulletin No. 104,Revenue Recognition in Financial Statements, and Emerging Issues Task Force Abstract (EITF) No. 01-9,Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).
Shipping and Handling Costs
      In accordance with EITF No. 00-10,Accounting for Shipping and Handling Fees and Costs, the
The Company includes fees earned on the shipment of product to customers in revenues and includes costs incurred on the shipment of product to customers as cost of sales. Certain handling costs primarily incurred at the


58


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Company’s distribution centers totaling $7.1 million, $8.3 million $6.5 million and $7.2$6.5 million were included in selling, general and administrative(SG&A) expenses for 2005, 2004 2003 and 2002,2003, respectively.
Research and Development
Research and Development
 
Research and development expenditures are charged to expenseSG&A expenses as incurred. Expenditures for research and development sponsored by the Company were $9.6 million, $8.5 million and $7.9 million for 2005, 2004 and $7.5 million for 2004, 2003, and 2002, respectively.
Environmental Remediation and Compliance
Environmental Remediation and Compliance
 
Environmental remediation costs are accrued, except to the extent costs can be capitalized,on an undiscounted basis, based on estimates of known environmental remediation exposures.exposures developed in consultation with the Company’s environmental consultants and legal counsel. Environmental compliance costs include maintenance and operating costs with respect to ongoing monitoring programs. Such costs are expensed as incurred. Capitalized environmental costs are generally depreciated generally utilizingover a15-year life.
Share-Based Payments
The Company evaluates the range of potential costs to remediate environmental sites, which can vary significantly depending on the final determination of the extent of environmental remediation required, the method of remediation required, the Company’s share of costs if other parties are involved, and other factors. The Company records a liability for environmental remediation costs when it is probable a loss has been incurred and the cost can be reasonably estimated.
 
Share-Based Payments
During the years ended December 31,2005, 2004 and 2003, and 2002, Thethe Company sponsored six stock compensation plans — the Belden 2003 Long-Term Incentive Plan, the Belden 1994 Incentive Plan, the CDT 2001 Long-Term Performance Incentive Plan, the CDT 1999 Long-Term Performance Incentive Plan, the CDT Long-Term Performance Incentive Plan and the CDT Supplemental Long-Term Performance Incentive Plan (together, theIncentive Plans) as well as two employee stock purchase plans — the Belden 2003 Employee Stock Purchase Plan and the Belden 1994 Employee Stock Purchase Plan (together, theStock Purchase Plans).
 
The Belden 1994 Incentive Plan expired by its own terms in October 2003 and no future awards are available under this plan. Although neither plan has been terminated, there are also no future awards available under either the CDT 1999 Long-Term Performance Incentive Plan or the CDT Long-Term Performance Incentive Plan. The Belden 1994 Employee Stock Purchase Plan expired by its own terms in September 2003 and no future purchase rights are available under this plan. The Belden Inc. 2003 Employee Stock Purchase Plan was terminated on July 15, 2004. Options and stock purchase rights granted under these plans affected pro forma operating results for the years ended December 31, 2004 2003 and 2002.2003.
 
Under the Incentive Plans, certain employees of the Company are eligible to receive awards in the form of stock options, stock appreciation rights, restricted stock grants and performance shares. TheThrough December 31, 2005, the Company accountsaccounted for stock options using the intrinsic value method provided in Accounting Principles Board Opinion (APB) No. 25,Accounting for Stock Issued to Employees. Accordingly, no compensation cost has been recognized for options granted under the Incentive Plans.method. The Company accounts for restricted stock grants under APB No. 25 as fixed-plan awards since both the aggregate number of awards issued and the aggregate amount to be paid by the participants for the common stock is known. Compensation related to the grants is measured as the difference between the market price of the Company’s common stock at the grant date and

56


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
the amount to be paid by the participants for the common stock. Compensation costs associated with each restricted stock grant are amortized to expense over the grant’s vesting period.
 
Under the Stock Purchase Plans, eligible employees receivereceived the right to purchase a specified amount of the Company’s common stock. Under the Belden 2003 Employee Stock Purchase Plan, participants purchased common stock at the lesser of 85% of the fair market value on the offering date or 85% of the fair market value on the exercise date. Under the Belden 1994 Employee Stock Purchase Plan, participants purchased common stock at the lesser of 85% of the fair market value on the offering date or 100% of the fair market value on the exercise date. The Company accountsaccounted for these purchase rights using the intrinsic value method provided by APB No. 25. Accordingly, no compensation cost has been recognized for purchase rights granted under the Stock Purchase Plans.method.


59


Belden CDT Inc.
 
Notes to Consolidated Financial Statements — (Continued)

The Company has adopted the disclosure-only provisions of SFAS No. 123,Accounting for Stock-Based Compensation. Thepro forma effect on operating results of calculating the Company’s stock compensation using the fair value method presented in SFAS No. 123 is as follows:
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands, except per share
  amounts)
As reported
             
 Stock-based employee compensation cost, net of tax $2,128   $926  $649 
 Net income/(loss)  15,189    (61,611)  (15,135)
 Basic net income/(loss) per share  .43    (2.45)  (.61)
 Diluted net income/(loss) per share  .43    (2.43)  (.61)
Pro forma
             
 Stock-based employee compensation cost, net of tax $4,515   $2,099  $2,428 
 Net income/(loss)  12,802    (62,784)  (16,914)
 Basic net income/(loss) per share  .36    (2.50)  (.68)
 Diluted net income/(loss) per share  .36    (2.47)  (.68)
 
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands, except,
 
  per share amounts) 
 
As reported
            
Stock-based employee compensation cost, net of tax $1,889  $2,128  $926 
Net income (loss)  47,558   15,189   (61,611)
Basic net income (loss) per share  1.04   .43   (2.45)
Diluted net income (loss) per share  .96   .43   (2.43)
Pro forma
            
Stock-based employee compensation cost, net of tax $2,357  $4,515  $2,099 
Net income (loss)  47,090   12,802   (62,784)
Basic net income (loss) per share  1.03   .36   (2.50)
Diluted net income (loss) per share  .96   .36   (2.47)
The fair value of common stock options outstandingissued under the Incentive Plans and the fair value of stock purchase rights outstandingissued under the Stock Purchase Plans were estimated at thetheir respective date of grant using the Black-Scholes option-pricing model.
 For
The Company did not grant stock purchase rights in 2005 or 2004. The weighted average per share fair value of stock options and stock purchase rights granted by the years ended December 31, 2004, 2003,Company and 2002,the weighted average assumptions used in the determination ofto determine the fair valuevalues of the stock options and stock purchase rights includegranted are presented in the following:
              
Years Ended December 31, 2004  2003 2002
        
Dividend yield  6.31%   6.35%  4.63%
Expected volatility  39.53%   41.02%  40.38%
Expected option life (in years)  6.31    4.31   4.78 
Risk free interest rate  3.79%   2.46%  3.41%
      For the years ended December 31, 2004, 2003 and 2002, the weighted average per share fair value of options granted under the Incentive Plans and purchase rights granted under the Stock Purchase Plans during each period were as follows:
              
Years Ended December 31, 2004  2003 2002
        
Incentive Plan $4.74   $1.58  $4.45 
Stock Purchase Plan      5.98   3.80 

57


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)following table.
 
             
Years Ended December 31,
 2005  2004  2003 
 
Fair value of stock options granted, per share $6.20  $4.74  $1.58 
Fair value of stock purchase rights granted, per share        5.98 
Dividend yield  4.10%  6.31%  6.35%
Expected volatility  37.76%  39.53%  41.02%
Expected option life (in years)  6.78   6.31   4.31 
Risk free interest rate  4.36%  3.79%  2.46%
The Black-Scholes option-pricing model was developed to estimate the fair value of market-traded options. Incentive stock options and stock purchase rights have certain characteristics, including vesting periods and non-transferability, which market-traded options do not possess. Due to the significant effect that changes in assumptions and differences in option and purchase right characteristics might have on the fair values of stock options and stock purchase rights, the models may not accurately reflect the fair values of the stock options and stock purchase rights.
 Further disclosure regarding the Company’s share-based payment plans is included in Note 16,Share-Based Payment Plans, to these Consolidated Financial Statements.
Income Taxes
Interest Expense
 The Company presents interest expense net of capitalized interest costs and interest income earned on cash equivalents.
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
Gross interest expense $14,732   $13,276  $15,748 
Capitalized interest costs  (23)   (158)  (262)
Interest income earned on cash equivalents  (1,828)   (547)  (1,229)
           
 Net interest expense $12,881   $12,571  $14,257 
           
Income Taxes
Income taxes are provided based on earnings reported for financial statement purposes. The provision for income taxes differs from the amounts currently payable due to taxing authorities because of the recognition of revenues and expenses in different periods for income tax andpurposes than for financial statement purposes. Income taxes are provided as if operations in all countries, including the United States, were stand-alone businesses filing separate tax returns. In the first quarter of 2001, theThe Company has determined under APB No. 23,Accounting for Income Taxes — Special Areas, that undistributed earnings from its international subsidiaries wouldwill not be remitted to the United States in the foreseeable future and, therefore, no additional provision for United States taxes was made.has been made on foreign earnings.


60


Belden CDT Inc.
 
Notes to Consolidated Financial Statements — (Continued)

The Company recognizes deferred tax assets resulting from tax credit carryforwards, net operating loss (NOL) carryforwards and deductible temporary differences between taxable income/(loss)income on its income tax returns and income/(loss) beforepretax income taxes under accounting principles generally accepted in the United States. Deferred tax assets generally represent future tax benefits to be received when these carryforwards can be applied against future taxable income or when expenses previously reported in the Company’s Consolidated Financial Statements become deductible for income tax purposes. A valuation allowance is required when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company is required to estimate taxable income in future years or develop tax strategies that would enable tax asset realization in each taxing jurisdiction and use judgment to determine whether or not to record a valuation allowance for part or all of a deferred tax asset. As of December 31, 2004, the Company had approximately $20.7 million of deferred tax assets related in part to domestic and foreign loss carryforwards, net of valuation allowances totaling $22.6 million. The realization of these assets is partially based upon estimates of future taxable income. Based on these estimates, the Company believes the deferred tax assets net of valuation allowances will be realized. This determination was based on current projections of future taxable income when taking into consideration the potential limitations on the utilization of NOL carryforwards imposed by Section 382 of the Internal Revenue Code (Section 382). Section 382 imposed limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change”. In general terms, an “ownership change” results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. As a result of the most recent

58


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
ownership change, the Company believes that Section 382 will have little, if any, impact upon the utilization of its NOL carryforwards.
 
The Company’s effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions. The Company establishes accruals for certain tax contingencies when, despite the belief that the Company’s tax return positions are fully supported, the Company believes that certain positions are likely to be challenged and that the Company’s position may not be fully sustained. To the extent the Company was to prevail in matters for which accruals have been established or be required to pay amounts in excess of reserves, there could be a material effect on the Company’s income tax provisions or benefits in the period in which such determination is made.
 Further disclosure regarding the Company’s income tax positions is included in Note 14,
Income Taxes, to these Consolidated Financial Statements.Risk Management
Financial Risk Management
The Company is exposed to various market risks such as changes in foreign currency exchange rates, commodity pricing and interest rates. To manage the volatility relating to these exposures, the Company nets the exposures on a consolidated basis to take advantage of natural offsets. For residual exposures, the Company sometimes enters into various derivative transactions pursuant to the Company’s policies in areas such as counterparty exposure and hedging practices. The Company does not hold or issue derivative instruments for trading purposes. The terms of such instruments and the transactions to which they relate generally do not exceed twelve months.
Foreign Currency Exchange Rate Management
Foreign Currency Exchange Rate Management
 
The Company manufactures and sells its products in a number of countries throughout the world, and, as a result, is exposed to movements in foreign currency exchange rates. The primary purpose of the Company’s foreign currency exchange rate management activities is to manage the volatility associated with foreign currency purchases of materials or sales of finished product and other assets and liabilities created in the normal course of business. The Company’s foreign currency exchange rate management strategy involves the use of natural techniques, where possible, such as the offsetting or netting of like-currency cash flows. Where natural techniques are not possible, the Company will sometimes use foreign currency derivatives, typically foreign currency forward contracts, with durations of generally 12 months or less.
 
CDT executed a foreign currency swap derivative contract that was assumed by the Company on the effective date of the Merger. The contract will convertconverted a notional amount of 2.6 million euros into 82.4 million Czech koruny in April 2005. The Company doesdid not consider the contract to be an effective hedge of its cash flow exposure and therefore, records allreported the resulting net currency gains or lossestranslation loss of less than $0.1 million in the Consolidated Statementcost of Operations as they occur.sales. The Company had no other foreign currency derivatives outstanding at December 31, 20042005 and did not employ any other foreign currency derivatives during the year then ended.
 
The Company generally views as long-term its investments in international subsidiaries with functional currencies other than the United States dollar. As a result, the Company does not generally use derivatives to manage these net investments. In terms of foreign currency translation risk, the Company is exposed primarily to the euro, the British pound and the Canadian dollar.
      The Company’s net foreign currency investment in foreign subsidiaries and affiliates translated into United States dollars using year-end exchange rates was $261.8 million and $109.0 million at December 31, 2004 and 2003, respectively.

59
61


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Commodity Price Management

 
Commodity Price Management
Certain raw materials used by the Company are subject to price volatility caused by supply conditions, political and economic variables and other unpredictable factors. The primary purpose of the Company’s commodity price management activities is to manage the volatility associated with purchases of commodities in the normal course of business.
 
The Company is exposed to price risk related to its purchase of copper used in the manufacture of its products. The Company’s copper price management strategy involves the use of natural techniques, where possible, such as purchasing copper for future delivery at fixed prices. Disclosure regarding the purchase of copper for future delivery at fixed prices is included in Note 18,Unconditional Purchase Obligation, to these Consolidated Financial Statements. Where natural techniques are not possible, the Company will sometimes use commodity price derivatives, typically exchange-traded forward contracts, with durations of generally twelve months or less.
 
The Company did not have any commodity price derivatives outstanding at December 31, 20042005 and did not employ commodity price derivatives during the year then ended.
 
The Company is also exposed to price risk related to its purchase of selected commodities derived from petroleum and natural gaspetrochemical feedstocks used in the manufacture of its products. The Company generally purchases these commodities based upon market prices established with the vendors as part of the purchase process. Recent trends indicate that pricingPricing of these commodities mayhas become more volatile due to the increased prices of both petroleum and natural gaspetrochemical feedstocks as well as the current threat of terrorist activities. Historically, the Company has not used commodity financial instruments to hedge prices for commodities derived from petroleum and natural gas.these commodities. There is a modest correlation, primarily in portions of the Networking segment, between costs for commodities derived from petroleum and natural gaspetrochemical feedstocks and the ultimate selling price of the product. Exposures to most changes in costs for these commodities derived from petroleum and natural gas remain unprotected.
Interest Rate Risk Management
Interest Rate Risk Management
 
The Company has historicallyoccasionally managed its debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates. Disclosure regardingThe Company did not have any interest rate derivatives outstanding at December 31, 2005 and did not employ interest rate derivatives during the Company’s useyear then ended.
Impact of these agreements during 2004 is included in Note 13,Long-Term Debt and Other Borrowing ArrangementsNewly Issued Accounting Standards, to these Consolidated Financial Statements.
Impact of Newly Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board (FASB(FASB)) issued SFAS No. 123(R),Shared-Based Payments, which replaces SFAS No. 123,Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,Accounting for Stock Issued to Employees. SFAS No. 123(R) requires compensation costs relating to share-based payment transactions to be calculated using the fair value method presented in SFAS No. 123 and recognized in the Consolidated Financial Statements. The pro forma disclosure previously permitted under SFAS No. 123 will no longer be an acceptable alternative to recognition of expenses in the Consolidated Financial Statements. SFAS No. 123(R) is effective as ofJanuary 1, 2006 for the beginning of the first reporting period that begins after June 15, 2005, with early adoption encouraged.Company. The Company currently measuresmeasured compensation costs related to share-based payments using the intrinsic value method under APB No. 25, as allowed by SFAS No. 123, and provides disclosure in the section entitled “Share-Based Payment”Payments” of Note 2,Summary of Significant Accounting Policies, to the Consolidated Financial Statements as to the effect on operating results of calculating the its stock compensation using the fair value method presented in SFAS No. 123. The Company is required to adopt SFAS No. 123(R) starting from the third fiscal quarter of 2005.on January 1, 2006. The Company expects that the adoption ofplans to adopt SFAS No. 123(R) will haveprospectively for awards of stock based compensation granted after that date and for the unvested portion of outstanding awards at that date. Based on the unvested stock option awards outstanding as of December 31, 2005, the Company expects to record incremental stock-based compensation pretax expense of approximately $1.9 million in 2006 as a result of adopting this standard.
In March 2005, the FASB issued Interpretation(FIN) No. 47,Accounting for Conditional Asset Retirement Obligations, which clarifies that the term “conditional asset retirement obligation” as used in SFAS No. 143,Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an adverseasset retirement activity in

60
62


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

impactwhich the timing or method of settlement are conditional on its net income and earnings per share. The Company is currently ina future event that may or may not be within the process of evaluating the extent of such impact.
      In November 2004, the FASB issued SFAS No. 151,Inventory Costs — an Amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, regarding the allocation of certain costs to inventory. ARB No. 43, Chapter 4, stated that under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs might be so abnormal as to require treatment as current-period charges rather than inventory costs. SFAS No. 151 clarifies that abnormal amounts of idle capacity expense, freight, handling costs, and wasted material (spoilage) must be recognized as current-period charges rather than inventory costs. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacitycontrol of the production facilities.entity. The Companyobligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing or method of settlement. An entity is required to adopt SFAS No. 151 starting fromrecognize a liability for the first quarterfair value of 2006.a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred — generally upon acquisition, construction, or development, or through the normal operation of the asset. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. The Company expects thatadopted FIN No. 47 for the adoption of SFAS No. 151 willyear ended December 31, 2005. This Interpretation did not have a material impactadverse effect on its financial position or operating results.
      In November 2004, the FASB ratified EITF No. 03-13,Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations. EITF No. 03-13 (1) provides an approach for evaluating whether the criteria in Paragraph 42 of SFAS No. 144 have been met for purposes of classifying theCompany’s results of operations of a component of an entity that either has been disposed of or is classified as held for sale as discontinued operations and (2) establishes an assessment period for the evaluation and (3) requires additional disclosure in the notes to the financial statements for each discontinued operation that generates continuing cash flows.
      In their consensus, the EITF established that the evaluation of whether the operations and cash flows of a disposed component have been or will be eliminated from the ongoing operations of the entity depends on (1) whether continuing cash flows (cash inflows or outflows that are generated by the ongoing entity and are associated with activities involving the disposed component) have been or are expected to be generated and, if so, whether those continuing cash flows are direct or indirect in nature and (2) whether the ongoing entity will have significant continuing involvement in the operations of the component after the disposal transaction. If the ongoing entity expects to generate significant direct continuing cash flows that are associated with activities involving the disposed component or if the ongoing entity will have significant continuing involvement in the operations of the component after the disposal transaction, the ongoing entity should not report the results of operations of the component in discontinued operations.
      The EITF defined direct cash flows as the following:
• Significant cash inflows and outflows recognized by the ongoing entity as a result of a migration (the ongoing entity expects to continue to generate revenues and/or incur expenses from the sale of similar products or services to specific customers of the disposed component) of revenues and costs from the disposed component after the disposal transaction; and
• Significant cash inflows and outflows expected to be recognized by the ongoing entity as a result of the continuation of activities between the ongoing entity and the disposed component after the disposal transaction.
      The EITF defined significant continuing involvement in the operations of the disposed component as involvement in the operations of the disposed component that provides the ongoing entity with the ability to influence the operating and/or financial policies of the disposed component.position in 2005.
 The EITF also reached a consensus that the appropriate assessment period for evaluating whether the results of operations and cash flows of a disposed component have been or will be eliminated from the ongoing operations of the entity should include the point at which the component initially meets the criteria to be

61


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
classified as held for sale or is disposed of through one year after the date the component is actually disposed of.
      The Company is required to apply EITF No. 03-13 to any component that is either disposed of or classified as held for sale beginning in the first quarter of 2005. At present, the impact of application of EITF No. 03-13 by the Company is indeterminable.
Note 3:Business Combinations
Belden and CDT Merger
 
Belden and CDT entered into an Agreement and Plan of Merger, dated February 4, 2004 (theMerger Agreement), pursuant to which Belden merged with and became a wholly owned subsidiary of CDT (theMerger). Onon July 15, 2004, after receiving the appropriate stockholder approvals and pursuant to the Merger Agreement, Belden and CDT completed the Merger.2004. Pursuant to the Merger Agreement, 25.6 million shares of Belden common stock, par value $.01 per share, were exchanged for 25.6 million shares of CDT common stock, par value $.01 per share, and CDT changed its name to Belden CDT Inc.
 
Belden and CDT each believed the Merger was in the best interests of its respective stockholders because, as a result of the Merger, the long-term value of an investment in the combined company would likely be superior to the long-term value of an investment in either stand-alone company. In deciding to consummate the Merger, Belden and CDT considered various factors, including the following:
 • The anticipated cost savings and synergies to be available to Belden CDT resulting from its ability to identify low-cost sources for materials, eliminate duplicative costs of being separate public companies, consolidate manufacturing facilities and access each legacy company’s technology;
 
 • The opportunity to create an electronic cable company with strong earnings before income taxes, depreciation and amortization;
 
 • The potential to market Belden CDT’s products and businesses across a larger customer base;
 
 • The anticipated increase in market liquidity and capital markets access resulting from a larger equity base;
 
 • The increased visibility of Belden CDT to analysts and investors;
 
 • Belden CDT’s anticipated better access to lower cost manufacturing facilities; and
 
 • The attractive degree of financial leverage of Belden CDT.
 
The Merger included the following significant related transactions:
 • CDT effected aone-for-two reverse split of its common stock immediately prior to Merger consummation on July 15, 2004,the Merger;
 
 • Belden cancelled approximately 0.3 million shares of its common stock held in treasury on July 15, 2004.2004;
 
 • The Company granted retention and integration awards to certain of its executive officers and other key employees totaling $7.9 million. Awards paid in cash and restricted stock will be distributed in three installments — one-third on the effective date of the Merger and one third each on the first and second anniversaries of the effective date of the Merger. The Company recognized approximately $1.6 million and $3.8 million of compensation expense during 2005 and 2004, respectively, related to these awards.awards; and
• The Company recognized $2.9 million and $26.8 million of restructuring and backlog amortization expenses in 2005 and 2004, respectively, related to the Merger.


63


 
Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

After the Merger consummation on July 15, 2004, the Company had approximately 46.6 million shares of common stock outstanding. On that date, the former CDT stockholders and former Belden stockholders

62


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
respectively owned approximately 45% and 55% of the Company. The Company anticipates that annual dividends in the aggregate of $.20 per common share will be paid to all common stockholders. Quarterly dividends of $.05 per common share were paid on October 4, 2004 and, again, on January 4, 2005 to all shareholders of record as of September 17, 2004 and December 16, 2004, respectively.
 In accordance with the provisions of SFAS No. 141, the
The Merger was treated as a reverse acquisition under the purchase method of accounting. Belden was considered the acquiring enterprise for financial reporting purposes because Belden’s owners as a group retained or received the larger portion of the voting rights in the Company and Belden’s senior management represented a majority of the senior management of the Company.
 
The preliminary cost to acquire CDT was $490.4$490.7 million and consisted of the exchange of common stock discussed above, change of control costs for legacy CDT operationsmanagement and costs incurred by Belden related directly to the acquisition. The purchase price was established primarily through the negotiation of the share exchange ratio. The share exchange ratio was intended to value both Belden and CDT so that neither company paid a premium over equity market value for the other. The Company established a new accounting basis for the assets and liabilities of CDT based upon the fair values thereof as of the Merger date.
The Company recorded preliminaryinitially recognized goodwill of $203.0 million related to the Merger at December 31, 2004. The Company increased goodwill related to the Merger by $0.6 million during 2005 to $203.6 million at the third quartersame time the carrying costs of 2004.certain tangible assets held for sale decreased to the amount of proceeds received upon their disposition and accrued severance and other merger-related liabilities increased based on finalization of the costs necessary to complete restructuring, facility rationalization, and other merger-related activities.
 
For financial reporting purposes, the results of operations of CDT are included in the Company’s statementConsolidated Statements of operationsOperations from July 16, 2004.
 
The Company has prepared a preliminary estimate ofassigned the following fair values assigned to each major asset and liability caption of CDT as of the July 15, 2004 effective date of the Merger. This preliminary estimate reflects a purchase price allocation based on estimates of the fair values of certain assets and liabilities. These values are subject to change until certain third party valuations have been finalized and changes in these values could have a material impact on the purchase price allocation and the resulting amounts of the assets and liabilities disclosed below.
     
  As of
  July 15, 2004
   
  (In millions)
Cash and cash equivalents $50.4 
Receivables  79.9 
Inventories  114.7 
Other current assets  24.4 
Current assets of discontinued operations  25.0 
Property, plant and equipment  169.2 
Goodwill and other intangibles  282.1 
Other long-lived assets  19.2 
Long-lived assets of discontinued operations  17.1 
    
Total assets $782.0 
    
Current liabilities $80.8 
Current liabilities of discontinued operations  18.3 
Long-term debt  111.0 
Other postretirement benefits liabilities  20.8 
Other long-term liabilities  46.1 
Minority interest  14.6 
    
Total liabilities $291.6 
    
     
  As of
 
  July 15, 2004 
  (In millions) 
 
Cash and cash equivalents $50.4 
Receivables  79.5 
Inventories  114.3 
Other current assets  24.4 
Current assets of discontinued operations  28.5 
Property, plant and equipment  169.2 
Goodwill  203.6 
Other intangible assets  79.1 
Other long-lived assets  20.9 
Long-lived assets of discontinued operations  13.9 
     
Total assets $783.8 
     
Current liabilities $84.0 
Current liabilities of discontinued operations  18.5 
Long-term debt  111.0 
Other postretirement benefits liabilities  20.8 
Other long-term liabilities  44.2 
Minority interest  14.6 
     
Total liabilities $293.1 
     

63
64


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

 Differences between the amounts reflected above and the amounts disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 are due to updated information about certain estimates obtained by management subsequent to the filing of such Quarterly Report on Form 10-Q.
Goodwill and other intangible assets reflected above were determined by management to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed and include the following:
         
  Estimated Amortization
  Fair Value Period
     
  (In millions) (In years)
Developed technologies $6.0   20.0 
Customer relations  54.9   25.6 
Favorable contracts  1.1   3.5 
Backlog  2.0   0.8 
       
Total amortizable intangible assets  64.0     
Trademarks  15.1     
Goodwill  203.0     
       
Total intangible assets  282.1     
       
Weighted average amortization period      24.1 
       
 
         
  Estimated
  Amortization
 
As of July 15, 2004
 Fair Value  Period 
  (In millions)  (In years) 
 
Intangible assets subject to amortization:        
Customer relations $54.9   25.6 
Developed technologies  6.0   20.0 
Favorable contracts  1.1   3.5 
Backlog  2.0   0.8 
         
Total intangible assets subject to amortization  64.0     
Intangible assets not subject to amortization:        
Goodwill  203.6     
Trademarks  15.1     
         
Total intangible assets not subject to amortization  218.7     
         
Total intangible assets $282.7     
         
Weighted average amortization period      24.1 
         
Goodwill of $53.7$55.5 million has preliminarily beenwas assigned to the Electronics segment. The residual goodwill of $149.3$148.1 million has preliminarilywas not been assigned to anya specific segment since management believesbelieved it benefitsbenefited the entire company and isCompany; therefore, includedit was recognized in Finance and Administration (F&A(F&A)) in the Company’s segment information. None of the goodwill is deductible for tax purposes.
 
Trademarks have been determined by management to have indefinite lives and willare not bebeing amortized, based on management’s expectation that the trademarked products will generate cash flows for the Company for an indefinite period. Management expects to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely.
 
The amortizable intangible assets reflected in the table above were determined by management to have finite lives. The useful life for the developed technologies intangible asset was based on the remaining lives of the related patents. The useful life for the customer base intangible asset was based on management’s forecasts of customer turnover. The useful life for the favorable contracts intangible asset was based on the remaining terms of the contracts. The useful life of the backlog intangible assetsasset was based on management’s estimate of the remaining useful life based on when the ordered items would ship.
 
These amortizable intangible assets will beare being amortized over their remaining useful lives on a straight-line basis. Annual amortization expense for these intangible assets was $2.7 million and $3.3 million in 2004 and is expected2005, respectively. The Company expects to be $3.5 million in 2005,recognize annual amortization expense of $2.9 million in both 2006 and 2007 and approximately $2.6 million thereafter. None of the goodwill is deductible for tax purposes.
 
Belden CDT’s consolidated results of operations for the year ended December 31, 2004 include the results of operations of the CDT entities from July 16, 2004. The following table presents pro forma consolidated results of operations for Belden CDT for the years ended December 31, 2004 and 2003 as though the Merger had been completed as of the beginning of each period. This pro forma information is intended to provide information regarding how Belden CDT might have looked if the Merger had occurred as of the dates indicated. The amounts for the CDT entities included in this pro forma information for the years ended December 31, 2004 and 2003 are based on the historical results of the CDT entities and, therefore, may not be indicative of the actual results of the CDT entities when operated as part of Belden CDT. Moreover, the pro

64


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
forma information does not reflect all of the changes that may result from the Merger, including, but not limited to, challenges of transition, integration and restructuring associated with the


65


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

transaction; achievement of further synergies; ability to retain qualified employees and existing business alliances; and customer demand for CDT products. The pro forma results reflect pro forma adjustments represent management’s best estimatesfor interest expense, depreciation, amortization and may differ from the adjustments that may actually be required. Accordingly, therelated income taxes. The pro forma financial information should not be relied upon as being indicative of the historical results that would have been realized had the Merger occurred as of the dates indicated or that may be achieved in the future.
           
  2004  2003
(Unaudited) Pro forma  Pro forma
      
  (In thousands, except
  per share date)
Revenues $1,241,229   $1,071,172 
Income from continuing operations  19,457    11,734 
Net income/(loss)  17,372    (62,711)
Diluted earnings/(loss) per share:         
 Continuing operations  .42    .26 
 Net income/(loss)  .38    (1.24)
 These pro forma results reflect the pro forma adjustments for interest expense, depreciation, amortization and related income taxes.
         
  2004 Pro Forma  2003 Pro Forma 
  (Unaudited)
 
  (In thousands, except per share date) 
 
Revenues $1,241,229  $1,071,172 
Income from continuing operations  19,457   11,734 
Net income (loss)  17,372   (62,711)
Diluted income (loss) per share:        
Continuing operations  .42   .26 
Net income (loss)  .38   (1.24)
 Income/
Income (loss) from continuing operations net income/(loss) and diluted net income/(loss) per share for the years ended December 31, 2004 and 2003 include certain material charges and Merger-related items, incurred during the periods, as listed below on an after-tax basis:
          
Years Ended December 31, 2004  2003
      
  (In thousands)
Impact of inventory and short-lived intangibles purchase adjustments $3,121   $4,027 
Merger-related retention awards and other compensation  3,440     
Merger-related plant closings and other restructuring actions  13,657     
Merger-related professional fees  1,075     
Business restructuring expense and severance charges      4,911 
Gain on sale of business  (1,067)    
Tax valuation allowance  9,360     
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Merger-related plant closings and other restructuring actions $1,592  $13,657  $4,911 
Merger-related retention awards and other compensation  1,031   3,440    
Impact of inventory and short-lived intangibles purchase adjustments  230   3,121   4,027 
Merger-related professional fees     1,075    
NORCOM
 On October 31, 2002, the Company purchased certain assets and assumed certain liabilities of the NORCOM wire and cable business in Kingston, Canada (NORCOM) from CDT for cash of $11.3 million. NORCOM manufactured and marketed metallic cable products primarily for the Canadian and United States communications markets. The purchase price was allocated to the net assets acquired based on their fair market value. No goodwill was recorded with respect to this transaction. On January 9, 2003, the Company announced its decision to close the Kingston facility and relocate production to its other facilities. As of the acquisition date, the Company accrued severance and other related benefits costs of $11.3 million associated with the announced closure. These costs were recognized as a liability assumed in the purchase and included in the allocation of the cost to acquire NORCOM in accordance with EITF No. 95-3,Recognition of Liabilities in Connection with a Purchase Business Combination. 197 employees were eligible for severance payments. All severance and other related benefits were paid by the end of the first quarter of 2004.

65


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Note 4:Discontinued Operations
 The
During 2004 and 2005, the Company currently reportsreported four operations — the Belden Communications Company (BCC(BCC)) in Phoenix, Arizona operation; theArizona; Raydex/CDT Ltd. (Raydex(Raydex)) in Skelmersdale, United Kingdom operation; Montrose;Kingdom; Montrose/CDT(Montrose) in Auburn, Massachusetts; and AdmiralAdmiral/CDT(Admiral) in Wadsworth, Ohio and Barberton, Ohio — as discontinued operations. Each of these operations is reported as a discontinued operation in accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets. The Raydex, Montrose and Admiral operations were acquired through the Merger. As of the effective date of the Merger, management had formulated a plan to dispose of these operations. In regard to all discontinued operations, the remaining assets of these operations were properly held for sale in accordance with SFAS No. 144 during the years ended December 31, 2005 and 2004.
BCC-Phoenix Operation
BCC-Phoenix Operation
 On
In March 12, 2004, the Company’s Board of Directors of Belden decided to sell the assets of the BCC manufacturing facility in Phoenix, Arizona. BCC’s Phoenix facility manufactured communications cables for the telecommunications industry. OnIn June 1, 2004, the CompanyBelden sold certain assets to Superior Essex Communications LLC (Superior(Superior)). Superior purchased certain inventory and equipment, and assumed the Company’sBelden’s supply agreements with major telecommunications customers, for an amount not to exceed $92.1 million. At the time the transaction closed, the CompanyBelden received $82.1 million in cash ($47.1 million for inventory and $35.0 million for equipment). During the third quarter of 2004, the Company and Superior agreed to the closing-date inventory adjustment that resulted in the Company paying $3.9 million to Superior and retaining certain inventory. The Company recognized a gain of $0.4 million pretax ($0.3 million after tax) on the disposal of the inventory. The sale of the equipment resulted in no material gain or loss.
The remaining payment of $10.0 million was contingent upon Superior’s retention of the assumed customer agreements. The Company received this $10.0 million payment from Superior in March 2005 and will recordrecorded an additional $6.4 million after-tax gain on the disposal of this discontinued operation during the first quarter of 2005.


66


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

In April 2005, the Company sold BCC’s Phoenix real estate to Phoenix Van Buren Partners, LLC for $20.7 million cash. The Company recognized a gain on the saledisposal of certain inventory to Superiordiscontinued operations in the amount of $4.7$13.7 million pretax ($3.08.8 million after tax) during the second quarter of 2004. During the third quarter of 2004, the Company and Superior agreed to the closing date inventory adjustment that resulted in the Company establishing a payable of $3.9 million to Superior and retaining certain inventory. The Company recognized a loss of $2.4 million pretax ($1.5 million after tax) related to this inventory adjustment during the third quarter of 2004. In the fourth quarter of 2004, the Company recognized an additional loss of $1.9 million pretax ($1.2 million after tax) related to further inventory adjustments. For the year, the Company recognized a net gain of $0.4 million pretax ($0.3 million after tax) related to the disposal of the inventory and the subsequent inventory adjustment.2005.
 The Company originally included a minimum requirements contract as part of these discontinued operations. This contract was not among those assets sold to Superior. As a result, the Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002 now reflect other operating income related to this contract of $3.0 million each year within continuing operations.
Raydex-Skelmersdale Operation
Raydex-Skelmersdale Operation
 On
In September 10, 2004, the Company announced that it was in discussions with employee representatives regarding its intention to close the Raydex manufacturing facility in Skelmersdale, United Kingdom. The Skelmersdale facility manufacturesmanufactured twisted-pair and coaxial cables for data networking, telecommunications, and broadcast applications. SomeDuring the first quarter of 2005, some of the Raydex-Skelmersdale equipment will bewas transferred to other European locations of Belden CDT. Management does not believe the migration of revenues and cash flows from Raydex-Skelmersdale to the Company’s continuing operations is material.
In July 2005, the Company sold the Skelmersdale real estate for $5.4 million cash. The proceeds received from the sale exceeded the carrying value of these assets by $1.9 million. Upon the finalization of purchase accounting, the Company expectsincreased the portion of Merger consideration it previously allocated to close this operation in the summer of 2005. At December 31, 2004, none of thetangible assets of the Skelmersdale facility had been sold.Raydex-Skelmersdale operation and reduced the portion of Merger consideration it previously allocated to goodwill by this excess amount.
Montrose
Montrose Operation
 On
In September 10, 2004, the Company announced the pending closure and sale of its Montrose cableMontrose. This operation in Auburn, Massachusetts. Montrose, an unincorporated operating division of the Company,

66


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
manufacturesmanufactured and marketsmarketed coaxial and twisted-pair cable products principally for the telecommunications industry. Montrose hasindustry and had faced declining demand in recent years. Select equipment will bewas transferred to other Belden CDT manufacturing locations beginning in December and the Company expectsclosed the operation to be closed byduring the summerfirst quarter of 2005. At December 31, 2004, noneManagement does not believe the migration of revenues and cash flows from Montrose to the Company’s continuing operations is material.
In June 2005, the Company sold the Montrose real estate for $2.4 million cash. The carrying value of these assets exceeded the proceeds received from the sale by $1.7 million. Upon the finalization of purchase accounting, the Company reduced the portion of Merger consideration it previously allocated to the tangible assets of Montrose and increased the Montrose operation had been sold.portion of Merger consideration it previously allocated to goodwill by this excess amount.
Admiral
Admiral Operation
 On
In December 31, 2004, a management buyout group purchased certain assets and assumed certain liabilities of Admiral for less than $0.1 million cash. In March 2005, the Company’sCompany sold a former Admiral operationmanufacturing facility in Wadsworth,Barberton, Ohio for $0.3$1.5 million cash. Admiral, which was an unincorporated operating divisionThe carrying value of this facility exceeded the proceeds received from the sale by less than $0.1 million. Upon the finalization of purchase accounting, the Company reduced the portion of Merger consideration it previously allocated to the tangible assets of Admiral and increased the portion of Merger consideration it previously allocated to goodwill by this excess amount. Admiral manufactured precision tire castings and was not considered a core business toof the Company. At December 31, 2004, the Company still owned a former Admiral manufacturing facility in Barberton, Ohio. The Company sold this facility in March 2005.
 
Disclosure regarding severance and other benefits related to these discontinued operations is included in Note 12,13,Accounts Payable and Accrued Liabilities, to the Consolidated Financial Statements.


67


 
Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Operating results from discontinued operations for the years ended December 30, 2004, 2003 and 2002 include the following revenues and earnings/(loss)income before income tax expense/(benefit) (EBT):taxes:
                             
  2004  2003  2002
         
Years Ended December 31, Revenues EBT  Revenues EBT  Revenues EBT
               
  (In thousands)
BCC — Phoenix Operation $93,557  $(16,920)  $202,415  $(112,139)  $180,265  $(24,039)
Raydex — Skelmersdale Operation  14,924   (1,570)              
                     
 Networking Segment  108,481   (18,490)   202,415   (112,139)   180,265   (24,039)
Montrose  9,692   1,122               
Admiral  1,494   (190)              
                     
 Electronics Segment  11,186   932               
                     
  Total $119,667  $(17,558)  $202,415  $(112,139)  $180,265  $(24,039)
                     
 
                         
  2005  2004  2003 
     Income (Loss)
     Income (Loss)
     Income (Loss)
 
Years Ended December 31,
 Revenues  Before Taxes  Revenues  Before Taxes  Revenues  Before Taxes 
  (In thousands) 
 
BCC — Phoenix Operation $  $(1,408) $93,557  $(17,315) $202,415  $(112,139)
Raydex — Skelmersdale Operation  137   (1,435)  14,924   (1,570)      
                         
Networking Segment  137   (2,843)  108,481   (18,885)  202,415   (112,139)
Montrose Operation  2,196   (633)  9,692   1,122       
Admiral Operation     (32)  1,494   (190)      
                         
Electronics Segment  2,196   (665)  11,186   932       
                         
Total $2,333  $(3,508) $119,667  $(17,953) $202,415  $(112,139)
                         
At December 31, 2005, there were no assets or liabilities belonging to the discontinued operations of the Electronics segment. Listed below are the major classes of assets and liabilities belonging to the discontinued operations of the Networking segment at December 31, 2005 that remain as part of the disposal group:
     
  (In thousands) 
 
Assets:    
Other assets $129 
Liabilities:    
Accounts payable and accrued liabilities  388 
Listed below are the major classes of assets and liabilities belonging to the discontinued operations of the Company at December 31, 2004 that remainremained as part of the disposal group:
                       
  Networking Segment Electronics Segment  
       
  BCC Raydex    
  Phoenix Skelmersdale Montrose Admiral Total
           
  (In thousands)
Assets:                    
 Receivables $309  $9,787  $2,901  $  $12,997 
 Inventories     3,020   408      3,428 
 Property, plant and equipment, net  7,214   9,594   5,731   1,455   23,994 
 Deferred income taxes  19,515   1,619   3,085   5   24,224 
 Other assets  2,717   3,413   308   41   6,479 
                
  Total assets $29,755  $27,433  $12,433  $1,501  $71,122 
                
Liabilities:                    
 Accounts payable and accrued liabilities $2,046  $12,640  $2,772  $84  $17,542 
 Other liabilities  1,353         155   1,508 
                
  Total liabilities $3,399  $12,640  $2,772  $239  $19,050 
                

67


Belden CDT Inc.
                     
  Networking Segment          
  BCC
  Raydex
  Electronics Segment    
  Phoenix  Skelmersdale  Montrose  Admiral  Total 
  (In thousands) 
 
Assets:                    
Receivables $309  $9,786  $2,901  $  $12,996 
Inventories     3,020   408      3,428 
Other current assets  81   2,837   231      3,149 
                     
Total current assets $390  $15,643  $3,540  $  $19,573 
Property, plant and equipment, net $7,214  $9,594  $5,731  $1,455  $23,994 
Other long-lived assets  218      77   41   336 
                     
Total long-lived assets $7,432  $9,594  $5,808  $1,496  $24,330 
Liabilities:                    
Accounts payable and accrued liabilities $2,045  $12,640  $2,772  $84  $17,541 
                     
Notes to Consolidated Financial Statements — (Continued)
Note 5:Business Divestiture
 
The Company sold certain fully impaired equipment and technology used for the production of deflection coils during the second quarter of 2003 and received a cash payment of $1.3 million. The Company could not receive the remaining $0.4 million of the contracted purchase amount or recognize a gain on the sale of the equipment until certain


68


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

technical conditions of the sale were fulfilled. During the second quarter of 2004, the technical conditions of the sale were fulfilled, the Company received the remainder of the contracted purchase amount, and the Company recognized a gain on the divestituredisposal of assets in the amount of $1.7 million pretax ($1.1 million after tax) as nonoperating earningsa component of income from continuing operations before taxes in the Consolidated Statement of Operations.
Note 6:  European Operations
In the second quarter of 2005, British Telecom plc requested bids from both the Company and several other suppliers on a supply agreement currently awarded to the Company. This business provided reasonably satisfactory profit contribution in the past, but the Company viewed the communications cable market as mature, with falling demand, excess capacity, and continuing price pressure. For this reason, on September 29, 2005, the Company announced its decision to exit the United Kingdom communications cable business. The Company viewed this decision as an indicator that the aggregate carrying amount of the long-lived assets at certain European manufacturing facilities might no longer be recoverable. The Company estimated the future undiscounted cash flows expected in connection with certain assets recognized in the financial records of these facilities and compared such future cash flows to the aggregate carrying amount of these assets. The Company determined that the carrying amount of these assets was not recoverable. The Company reduced the carrying amount of these assets to their estimated fair value as determined by discounting their estimated future cash flows. The factors used to determine estimated fair value included, but were not limited to, operating cash flows anticipated during the remaining useful lives of these assets, estimated market values for certain assets, and a discount rate commensurate with the risk-free interest rate reflective of the useful life remaining for these assets.
On September 29, 2005, the Company also announced its decision to restructure its European operations in an effort to reduce manufacturing floor space and overhead. The Company viewed this decision as an indicator that the aggregate carrying amount of the long-lived assets at certain European manufacturing facilities to be affected by the restructuring might no longer be recoverable. The Company estimated the future undiscounted cash flows expected in connection with certain assets recognized in the financial records of these facilities and compared such future cash flows to the aggregate carrying amount of these assets. The Company determined that the carrying amount of these assets and liabilities was recoverable and, accordingly, no impairment loss was recognized.
The Company also viewed both decisions as indicators that the carrying amounts of its two European reporting units might no longer be recoverable. The Company estimated the future discounted cash flows of the Europe Specialty/Electronics reporting unit and compared such future cash flows to the carrying amount of the Europe Specialty/Electronics reporting unit. The Company determined that the carrying amount of the Europe Specialty/Electronics reporting unit was fully recoverable. The Company also estimated the future discounted cash flows of the Europe Communications/Networks reporting unit and compared such future cash flows to the carrying amount of the Europe Communications/Networks reporting unit. The Company determined that the carrying amount of the Europe Communications/Networks reporting unit was not recoverable. The Company reduced the carrying amount of goodwill recognized in the financial records of the Europe Communications/Networks reporting unit and reduced the carrying amount of goodwill recognized in the F&A financial records (which the Company allocated to the Europe Communications/Networks reporting unit for the purpose of impairment testing) to their respective implied fair values. The factors used to determine the implied fair values included, but were not limited to, operating cash flows anticipated during the remaining life of the Europe Communications/Networks reporting unit and a discount rate commensurate with the Company’s weighted average cost of capital reflective of the remaining life for the Europe Communications/Networks reporting unit.


69


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

The following impairment losses were reported as a component of operating income during the third quarter of 2005:
             
  Networking
       
  Segment  F&A  Total 
  (In thousands) 
 
Long-lived tangible assets impairment $3,323  $  $3,323 
Goodwill impairment  7,126   2,400   9,526 
             
Total $10,449  $2,400  $12,849 
             
Losses may be incurred in the future as individual assets are disposed of during both the Company’s exit from the United Kingdom communications cable business and the European restructuring.
The Company recognized accelerated depreciation of $3.5 million in cost of sales during the current year related to its decisions to exit the United Kingdom communications cable market and restructure its European manufacturing operations.
Disclosure regarding severance and other benefits related to both decisions is included in Note 13,Accounts Payable and Accrued Liabilities, to the Consolidated Financial Statements.
Note 6:7:  Share Information
 
Changes in shares of common stock and treasury stock for the years ended December 31, 2005, 2004 2003 and 20022003 were as follows:
          
  Common Stock Treasury Stock
     
  (Number of shares in thousands)
Balance at December 31, 2001  26,204   (1,443)
Issuance of treasury stock        
 Stock options     69 
 Stock compensation     89 
 Retirement savings plan     62 
 Employee stock purchase plan     132 
       
Balance at December 31, 2002  26,204   (1,091)
Issuance of treasury stock        
 Stock options     10 
 Stock compensation     103 
 Retirement savings plan     249 
 Employee stock purchase plans     182 
       
Balance at December 31, 2003  26,204   (547)
Merger between Belden and CDT  23,820   (3,166)
Issuance of stock        
 Stock options  175   77 
 Stock compensation     505 
 Retirement savings plan     118 
 Employee stock purchase plans  12   4 
       
Balance at December 31, 2004  50,211   (3,009)
       
         
  Common
  Treasury
 
  Stock  Stock 
  (Number of shares in thousands) 
 
Balance at December 31, 2002  26,204   (1,091)
Issuance of stock:        
Stock options     10 
Stock compensation     103 
Retirement savings plan     249 
Employee stock purchase plans     182 
         
Balance at December 31, 2003  26,204   (547)
Merger between Belden and CDT  23,820   (3,166)
Issuance of stock:        
Stock options  175   77 
Stock compensation     518 
Retirement savings plan     118 
Employee stock purchase plans  12   4 
Receipt of stock:        
Forfeiture of stock by incentive plan participants in lieu of cash payment of individual tax liabilities related to share-based compensation     (13)
         
Balance at December 31, 2004  50,211   (3,009)


70


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

         
  Common
  Treasury
 
  Stock  Stock 
  (Number of shares in thousands) 
 
         
Issuance of stock:        
Stock options  122   265 
Stock compensation  13   3 
Receipt of stock:        
Forfeiture of stock by incentive plan participants in lieu of cash payment of individual tax liabilities related to share-based compensation     (69)
Share repurchase program     (5,200)
         
Balance at December 31, 2005  50,346   (8,010)
         

On May 23, 2005, the Board of Directors authorized the Company to repurchase up to $125.0 million of common stock in the open market. From that date through December 31, 2005, the Company repurchased approximately 5.2 million shares of its common stock at an average share price of $21.04 for an aggregate cost of $109.4 million.
Note 7:8:  Earnings/Earnings (Loss) Per Share
 
Basic earnings/(loss)income per share areis computed by dividing net income/(loss) available to common shareholdersincome by the weighted average number of common shares outstanding. Diluted earnings/(loss)income per share areis computed by dividing net income/(loss) available to common shareholdersincome as adjusted for the tax-effected interest expense on convertible subordinated debentures by the weighted average number of common shares outstanding plus additional potential dilutive shares assumed to be outstanding. Except for additional potential shares associated with convertible subordinated debentures, additional potential shares are calculated for each measurement period based on the treasury stock method, under which repurchases are assumed to be made at the average fair market value price per share of the Company’s

68


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
common stock during the period. Additional potential shares associated with convertible subordinated debentures are calculated by dividing the principal amount of the debentures by their conversion price. The Company’s additional potential dilutive shares currently consist of stock options, nonvested restricted stock awards, and convertible subordinated debentures. Nonvested restricted stock carriesawards carry dividend and voting rights but isare not included in the weighted average number of common shares outstanding used to compute basic earnings/(loss)income per share.
                 
Years Ended December 31, 2004  2003 2002
        
  (In thousands, except per share
  amounts)
Numerator for basic earnings/(loss) per share:             
 Income/(loss) from continuing operations $15,353   $10,157  $(9)
 Loss from discontinued operations  (417)   (71,768)  (15,126)
 Gain on disposal of discontinued operations  253        
           
 Net income/(loss) $15,189   $(61,611) $(15,135)
           
Numerator for diluted earnings/(loss) per share:             
 Income/(loss) from continuing operations $15,353   $10,157  $(9)
 Tax-effected interest expense on convertible subordinated debentures  1,272        
           
  Adjusted income/(loss) from continuing operations  16,625    (10,157)  (9)
  Loss from discontinued operations  (417)   (71,768)  (15,126)
  Gain on disposal of discontinued operations  253        
           
   Adjusted net income/(loss) $16,461   $(61,611) $(15,135)
           
Denominator:             
 Basic average shares outstanding  35,404    25,158   24,763 
 Effect of dilutive common stock equivalents  3,320    229    
           
  Diluted average shares outstanding  38,724    25,387   24,763 
           
Basic earnings/(loss) per share:             
 Continuing operations $.43   $.40  $ 
 Discontinued operations  (.01)   (2.85)  (.61)
 Disposal of discontinued operations  .01        
 Net income/(loss)  .43    (2.45)  (.61)
           
Diluted earnings/(loss) per share:             
 Continuing operations $.43   $.40  $ 
 Discontinued operations  (.01)   (2.83)  (.61)
 Disposal of discontinued operations  .01        
 Net income/(loss)  .43    (2.43)  (.61)
           
 
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands, except per share amounts) 
 
Numerator for basic income (loss) per share:            
Income from continuing operations $32,642  $15,353  $10,157 
Loss from discontinued operations  (247)  (417)  (71,768)
Gain on disposal of discontinued operations  15,163   253    
             
Net income (loss) $47,558  $15,189  $(61,611)
             
Numerator for diluted income (loss) per share:            
Income from continuing operations $32,642  $15,353  $10,157 
Tax-effected interest expense on convertible subordinated debentures  2,710   1,272    
             
Adjusted income from continuing operations  35,352   16,625   10,157 
Loss from discontinued operations  (247)  (417)  (71,768)
Gain on disposal of discontinued operations  15,163   253    
             
Adjusted net income (loss) $50,268  $16,461  $(61,611)
             

71


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

             
Years Ended December 31,
 2005  2004  2003 
  (In thousands, except per share amounts) 
 
             
Denominator:            
Basic average shares outstanding  45,655   35,404   25,158 
Effect of dilutive common stock equivalents  6,467   3,320   229 
             
Diluted average shares outstanding  52,122   38,724   25,387 
             
Basic income (loss) per share:            
Continuing operations $.72  $.43  $.40 
Discontinued operations  (.01)  (.01)  (2.85)
Disposal of discontinued operations  .33   .01    
Net income (loss)  1.04   .43   (2.45)
             
Diluted income (loss) per share:            
Continuing operations $.68  $.43  $.40 
Discontinued operations  (.01)  (.01)  (2.83)
Disposal of discontinued operations  .29   .01    
Net income (loss)  .96   .43   (2.43)
             

For the years ended December 31, 2005, 2004, and 2003, the Company did not include 2.4 million, 2.5 million, and 2.6 million outstanding stock options, respectively, in its development of the denominators used in the diluted earnings/earnings (loss) per share computations. Thecomputations because the exercise prices of these options were greater than the respective average market price of the Company’s common stock during those measurement periods.
 For the year ended December 31, 2002, the Company did not include 2.9 million outstanding stock options and 0.2 million outstanding shares of unvested restricted stock in its development of the denominator used in the diluted earnings/(loss) per share computation. Due to the Company’s loss from continuing

69


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
operations for this measurement period, the inclusion of any common stock equivalents in the denominator would have been antidilutive.
Note 8:9:  Comprehensive Income/Income (Loss)
 
Comprehensive income/income (loss) consists of two components — net income/income (loss) and other comprehensive income/income (loss). Other comprehensive income/income (loss) refers to revenues, expenses, gains and losses that under accounting principles generally accepted in the United States are recorded as an element of stockholders’ equity but are excluded from net income/income (loss). The Company’s other comprehensive income/income (loss) is comprised of (a) adjustments that result from translation of the Company’s foreign entity financial statements from their functional currencies to United States dollars, (b) adjustments that result from translation of intercompanyaffiliate foreign currency transactions that are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future) between entities that are consolidated in the Company’s financial statements, and (c) minimum pension liability adjustments.
 
The components of comprehensive income/income (loss) for the years ended December 31, 2004, 2003 and 2002 were as follows:
               
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
Net income/(loss) $15,189   $(61,611) $(15,135)
Adjustments to foreign currency translation component of equity  24,233    24,650   21,357 
Adjustments to unrealized loss on derivative instruments         245 
Adjustments to minimum pension liability  (3,832)   670   (12,836)
           
 Comprehensive income/(loss) $35,590   $(36,291) $(6,369)
           
 The components of accumulated other comprehensive income at December 31, 2004 and 2003 were as follows:
           
December 31, 2004  2003
      
  (In thousands)
Translation component of equity $45,766   $21,533 
Minimum pension liability adjustments, net of tax benefit of $10,421 at December 31, 2004 and $8,653 at December 31, 2003  (17,904)   (14,072)
        
 Accumulated other comprehensive income $27,862   $7,461 
        
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Net income (loss) $47,558  $15,189  $(61,611)
Adjustments to foreign currency translation component of equity  (34,144)  24,233   24,650 
Adjustments to minimum pension liability  (599)  (3,832)  670 
             
Comprehensive income (loss) $12,815  $35,590  $(36,291)
             

7072


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

The components of accumulated other comprehensive income (loss) were as follows:
         
December 31,
 2005  2004 
  (In thousands) 
 
Translation component of equity $11,622  $45,766 
Minimum pension liability adjustments, net of tax benefit of $11,358 and $10,421, respectively  (18,503)  (17,904)
         
Accumulated other comprehensive income (loss) $(6,881) $27,862 
         
Note 9:10:  Inventories
 
The major classes of inventories at December 31, 2004 and 2003 were as follows:
           
December 31, 2004  2003
      
  (In thousands)
Raw materials $55,229   $14,776 
Work-in-process  38,921    11,933 
Finished goods  151,753    66,380 
Perishable tooling and supplies  3,822    4,080 
        
 Gross inventories  249,725    97,169 
Obsolescence and other reserves  (22,691)   (3,763)
        
 Net inventories $227,034   $93,406 
        
 During the fourth quarter of 2004, the Company changed its method of valuing certain inventories in the United States from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method. As a result, all inventories are now stated at the lower of cost, determined on a FIFO basis, or market. Prior to the change, approximately 20% of the Company’s total inventory was valued using LIFO and approximately 80% was valued using FIFO. The change is preferable because it results in conforming all of the Company’s inventories to a uniform method of accounting subsequent to the merger between Belden and CDT, values inventory in a manner which more closely approximates current cost, provides more meaningful reporting to lenders under secured credit facilities and is the prevalent method used by other entities within the Company’s industry. As required by APB No. 20,Accounting Changes, the accounting change has been applied retroactively by restating all periods presented. Stockholders’ equity at January 1, 2000 was increased by $7.5 million to reflect the cumulative effect on operating results of a change from the LIFO method to the FIFO method for all years prior to 2000. Net income for 2000 was increased by $1.6 million or $.06 per diluted share, net income for 2001 was reduced by $1.6 million or $.06 per diluted share, net loss for 2002 was increased by $1.0 million or $.04 per diluted share, net loss for 2003 was reduced by $0.9 million or $.04 per diluted share, and income from continuing operations and net income for 2004 were both increased by $5.2 million or $.14 per diluted share for the change from the LIFO method to the FIFO method.
         
December 31,
 2005  2004 
  (In thousands) 
 
Raw materials $68,661  $55,229 
Work-in-process  45,365   38,921 
Finished goods  160,356   151,753 
Perishable tooling and supplies  3,977   3,822 
         
Gross inventories  278,359   249,725 
Obsolescence and other reserves  (16,396)  (22,691)
         
Net inventories $261,963  $227,034 
         
 The following table presents the effect of the change on the Company’s financial position and results of operations for the previously reported years ended 2003 and 2002:
         
As of or For the Year Ended December 31, 2003 2002
     
  (In thousands, except
  per share amounts)
Inventories $12,448  $13,762 
Deferred tax liabilities  4,852   5,285 
Retained earnings  7,596   8,477 
Income/(loss) from continuing operations  (881)  1,026 
Net income/(loss)  (881)  1,026 
       
Basic income/(loss) per share from continuing operations $(.03) $.04 
Diluted income/(loss) per share from continuing operations  (.03)  .04 
Basic net income/(loss) per share  (.03)  .04 
Diluted net income/(loss) per share  (.03)  .04 
       

71


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Note 10:11:  Property, Plant and Equipment
Carrying Values
 
The carrying values of property, plant and equipment at December 31, 2004 and 2003 were as follows:
           
December 31, 2004  2003
      
  (In thousands)
Land and land improvements $33,089   $19,554 
Buildings and leasehold improvements  139,990    83,356 
Machinery and equipment  442,078    333,789 
Construction in process  10,071    5,316 
        
 Gross property, plant and equipment  625,228    442,015 
Accumulated depreciation  (286,981)   (252,886)
        
 Net property, plant and equipment $338,247   $189,129 
        
         
December 31,
 2005  2004 
  (In thousands) 
 
Land and land improvements $25,926  $33,089 
Buildings and leasehold improvements  133,178   139,990 
Machinery and equipment  422,078   442,078 
Construction in process  14,015   10,071 
         
Gross property, plant and equipment  595,197   625,228 
Accumulated depreciation  (290,860)  (286,981)
         
Net property, plant and equipment $304,337  $338,247 
         
Impairment
 
Disposals
During 2005, the Company sold real estate in Kingston, Canada and Villingen, Germany for $6.1 million cash. The Company recognized an aggregate gain on the sales of these assets in the amount of $0.5 million pretax ($0.3 million after tax).
Also during 2005, the Company sold a Fort Lauderdale, Florida manufacturing facility that was acquired in the Merger for $1.4 million cash. The proceeds received from the sale exceeded the carrying value of this facility by less than $0.1 million. Upon the finalization of purchase accounting, the Company increased the portion of Merger consideration it previously allocated to the assets and reduced the portion of Merger consideration it previously allocated to goodwill by this excess amount.


73


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Impairment
During 2004, the Company determined that certain asset groups within both the Europe operations and the United States operations of its Electronics segment were impaired. The applicable assets of the segment’s Europe operations were impaired due to the exit from certain product lines within those operations. The applicable assets of the segment’s United States operations were impaired due to excess capacity (primarily as a result of the combined capacity after the Merger). In accordance with SFAS No. 144, theThe Company estimated the fair value of the equipment based upon anticipated net proceeds from its sale and recognized an impairment loss of $8.9 million based on the difference between the carrying value of the equipment and its estimated fair value. This loss was reflected as other operating expense in the Consolidated Statement of Operations for 2004.
 During 2003, the Company identified certain equipment in its German manufacturing facility that would not be transferred
Disclosure regarding asset impairment related to the Company’s otherdecisions to exit the United Kingdom communications cable market and restructure its European manufacturing facilities after the closure of the German manufacturing facility lateoperations is included in 2003. In accordance with SFAS No. 144, the Company estimated the fair value of the equipment based upon anticipated net proceeds from its sale and recognized an impairment loss of $0.4 million based on the difference between the carrying value of the equipment and its fair value. This loss was reflected as other operating expense inNote 6,European Operations, to the Consolidated StatementFinancial Statements.
Depreciation Expense
The Company recognized depreciation expense of Operations for 2003.

72


Belden CDT Inc.$37.1 million, $27.6 million and $23.0 million in 2005, 2004 and 2003, respectively.
Notes
Disclosure regarding accelerated depreciation related to the Company’s decisions to exit the United Kingdom communications cable market and restructure its European manufacturing operations is included in Note 6,European Operations, to the Consolidated Financial Statements — (Continued)Statements.
Note 11:12:  Intangible Assets
Carrying Values
 
The carrying values of intangible assets at December 31, 2004 and 2003 were as follows:
           
December 31, 2004  2003
      
  (In thousands)
Developed technologies $6,558   $49 
Customer relations  55,702     
Favorable contracts  1,094     
Backlog  2,357     
        
 Gross amortizable intangible assets  65,711    49 
Accumulated amortization  (3,093)   (32)
        
 Net amortizable intangible assets  62,618    17 
Trademarks  15,648     
Goodwill  286,163    79,463 
        
 Net intangible assets $364,429   $79,480 
        
         
December 31,
 2005  2004 
  (In thousands) 
 
Intangible assets subject to amortization:        
Customer relations $54,608  $55,702 
Developed technologies  6,179   6,558 
Favorable contracts  1,094   1,094 
Backlog  1,976   2,357 
         
Gross intangible assets subject to amortization  63,857   65,711 
Accumulated amortization  (6,634)  (3,434)
         
Net intangible assets subject to amortization  57,223   62,277 
Intangible assets not subject to amortization:        
Goodwill  272,290   286,163 
Trademarks  15,236   15,989 
         
Total intangible assets not subject to amortization  287,526   302,152 
         
Net intangible assets $344,749  $364,429 
         
Segment Allocation
 
Segment Allocation
The Electronics segment and the Networking segment reported goodwill, net of accumulated amortization, at December 31, 20042005 in the amountsamount of $128.9 million and $7.8 million, respectively.$127.5 million. There was no significant change in the allocation of goodwill toreported by the Networking segment betweenat December 31, 2003 and December 31, 2004.2005. Goodwill allocated to the Electronics segment increasedand the Networking segment decreased by $56.6$1.4 million and $7.8 million, respectively, from December 31, 2003 due2004 primarily because of goodwill impairment in the Networking segment resulting from the Company’s decision to exit the Merger.United Kingdom communications cable business and the


74


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

impact of translation on goodwill denominated in currencies other than the United States dollar in both segments. Goodwill of $149.5$144.8 million has not been assigned to any specific segment. Management believes it benefits the entire Company because it represents acquirer-specific synergies unique to the Merger and is therefore recognized in the F&A financial records. Goodwill recognized in the F&A financial records decreased by $4.7 million from December 31, 2004 primarily because of the $2.4 million impairment of goodwill associated with the Company’s decision to exit the United Kingdom communications cable business and adjustments in the allocation of the Merger consideration to the assets of the legacy CDT operations.
Impairment
Impairment
 
At both December 31, 2005 and 2004, and 2003, the remaining carrying values of goodwill and other intangible assets not subject to amortization were considered recoverable.
Disclosure regarding goodwill impairment related to the Company’s decisions to exit the United Kingdom communications cable market and restructure its European manufacturing operations is included in Note 6,European Operations, to the Consolidated Financial Statements.
Amortization Expense
The Company recognized amortization expense of $3.3 million, $2.9 million and less than $0.1 million in 2005, 2004 and 2003, respectively.
Note 12:13:  Accounts Payable and Accrued Liabilities
Carrying Values
 
The carrying values of accounts payable and accrued liabilities at December 31, 2004 and 2003 were as follows:
           
December 31, 2004  2003
      
  (In thousands)
Trade accounts $77,591   $42,853 
Wages, severance and related taxes  39,876    11,102 
Employee benefits  37,351    21,304 
Interest  5,804    4,682 
Other (individual items less than 5% of total current liabilities)  24,413    9,238 
        
 Total accounts payable and accrued liabilities $185,035   $89,179 
        

73


         
December 31,
 2005  2004 
  (In thousands) 
 
Accounts payable $111,323  $77,591 
Wages, severance and related taxes  33,591   39,876 
Employee benefits  34,526   37,351 
Interest  5,485   5,804 
Other (individual items less than 5% of total current liabilities)  24,106   24,413 
         
Total accounts payable and accrued liabilities $209,031  $185,035 
         
Belden CDT Inc.Accrued Severance and Other Related Benefits Under 2005 Restructuring Plans
Notes to Consolidated Financial Statements — (Continued)
Accrued Severance and Other Related Benefits Under 2002 Restructuring Plans
      As of October 31, 2002, theThe Company recorded severance and other related benefits costs of $11.3 million related to an announced facility closure in Canada. These costs were recognized as a liability assumed in the purchase of the Canadian operation from CDT in October 2002 and included in the allocation of the cost to acquire the operation in accordance with EITF No. 95-3,Recognition of Liabilities in Connection with a Purchase Business Combination. 197 employees were eligible for severance payments.
      On December 31, 2002, the Company recorded severance and other related benefits costs in the amount of $6.7$8.7 million and $1.6($8.5 million related to announced manufacturing facility closures in Germany and Australia, respectively, and less than $0.1 million related to product line curtailment in the United States as operating expense in accordance with EITF No. 94-3,Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The Company recorded $4.5 million and $2.2 million of the costs, which were related to the German facility closure, as cost of sales and SG&A expense, respectively. The Company recorded $1.4 million and $0.2 million of the costs, which werein SG&A expense) in 2005 related to personnel reductions within the Australian facility closure, as cost of sales and SG&A expense, respectively. The Company recorded less than $0.1 million in costs, which were related to the product line curtailmentNetworking segment in the United States, as cost of sales. Severance and other related benefits related toKingdom, the German facility closure were included in the results of operations for the Electronics segment. Severance and other related benefits related to the Australian facility closureNetherlands and the product line curtailmentCzech Republic because of the Company’s decision to exit the United Kingdom communications cable market. The Company offered special termination benefits to 51 employees in the United StatesKingdom. Each of these employees agreed to the terms of the special termination agreement prior to the end of the quarter in which their severance costs were includedrecognized. The Company will provide contractual termination benefits statutorily defined by the Dutch, Czech and British governments to 61 employees in the Networking segment. 171 GermanNetherlands, 78 employees 83 Australianin the Czech Republic and 4 employees and twelvein the United States employees were eligible for severance payments. DuringKingdom. The Company offered one-time termination benefits to 1 employee in the second quarter of 2003, theUnited Kingdom.
The Company recorded additionalalso recognized severance and other related benefits costs in the amount of $0.8$0.9 million and $1.7($0.6 million related to the manufacturing facility closures in Germany and Australia, respectively, as operating expense. The Company recorded $0.5 million and $0.3 million of the costs, which were related to the German facility closure, as cost of sales and SG&A expense, respectively. The Company recorded $1.4 million and $0.3 million of the costs, which were related to the Australian facility closure, as cost of sales andin SG&A expense, respectively. During the second quarter of 2003, the Company also elected not to terminate the twelve United States employees mentioned above. The Company eliminated less than $0.1 millionexpenses) in costs from cost of sales. The Company recorded additional severance and other related benefits costs in the amount of $0.1 million each quarter in the fourth quarter of 2003 and the first and second quarters of 2004 related to the manufacturing facility closure in Germany as SG&A expense.
Accrued Severance and Other Related Benefits Under 2003 Restructuring Plans
      In accordance with SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities, the Company recorded severance and other related benefits costs in the amount of $2.7 million in the third and fourth quarters of 20032005 related to personnel reductions (1) within the Electronics segment in the United States and Canada and the Netherlands and(2) within the Networking segment in the United Kingdom as operating expense ($1.4 million in cost of sales and $1.3 million in SG&A expenses). 132Australia. The Company notified 14 employees, were notified, prior to December 31, 2003,the end of the pending terminations as well as the amount ofrespective quarter in which their severance and other related benefits they each should expect to receive. During the first quarter of 2004, the Company recorded additional severance and other related benefits costs in the amount of $0.2 million related to personnel reductions within the Electronics segment in the Netherlands as SG&A expenses. One employee was notified, prior to March 31, 2004, of the pending termination as well as the amount of severance and other related benefits he should expect to receive.
      In the second quarter of 2004, the Company was notified by Inland Revenue that it owed an additional $0.4 million in other benefits related to severance paid in the fourth quarter of 2003 to terminated employees within the Company’s Networking segment operation in the United Kingdom. In accordance withwere

74
75


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

SFAS No. 146, the Company recorded these other benefits costs as cost of sales during the second and fourth quarters of 2004.
      In accordance with SFAS No. 88,Employers’ Accounting for Settlements & Curtailments of Defined Benefit Pension Plans and for Termination Benefits, the Company recorded severance and other related benefits costs in the amount of $1.4 million in the third and fourth quarters of 2003 related to personnel reductions within the Electronics segment in the United States as operating expense ($0.3 million in cost of sales and $1.1 million in SG&A expenses). Twenty employees were offered and accepted termination packages prior to December 31, 2003.
Accrued Severance and Other Related Benefits Under 2004 Restructuring Plans
      In accordance with SFAS No. 146, the Company recorded severance and other related benefits costs in the amount of $0.3 million in the first quarter of 2004 related to personnel reductions within the Electronics segment in Canada as SG&A expense. Two employees were notified, prior to March 31, 2004, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive. The company recorded severance and other related benefits costs in the amount of $10.7 million in the second, third and fourth quarters of 2004 related to (1) personnel reductions within the Electronics segment in the United States, Canada, and the Netherlands and Germany and (2) personnel reductions in the Networking segment in the United States as operating expense ($9.9 million in cost of sales and $0.8 million in SG&A expenses). The Company also recorded severance and other related benefits costs in the amount of $1.1 million in the third and fourth quarters of 2004 related to the pending closure of its Electronics segment manufacturing facility in Essex Junction, Vermont in cost of sales. 232 employees were notified, prior to December 31, 2004,recognized, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive.
 On June 1,
Accrued Severance and Other Related Benefits Under 2004 the Company announced its decision to close its BCC manufacturing facility in Phoenix, Arizona. In accordance with SFAS No. 146, the Company recognized severance and other related benefits costs of $4.8 million and $0.8 million associated with the Phoenix facility in loss from discontinued operations during the second and third quarters of 2004, respectively. 889 employees were notified, prior to June 30, 2004, of the pending termination as well as the amount of severance and other related benefits they each should expect to receive.Restructuring Plans
 
On September 10, 2004, the Company announced its decision to close legacy CDT operations in Skelmersdale, United Kingdom and Auburn, Massachusetts and to reduce personnel at several other legacy CDT locations. As of the acquisition date, theThe Company accrued severance and other related benefits costs of $16.7$19.4 million ($2.8 million, $9.0 million and $7.6 million in the financial records of the Electronics segment, the Networking segment, and F&A, respectively) associated with the closures and the personnel reductions. These costs were recognized as a liability assumed in the purchaseMerger and were included in the allocation of the cost to acquire CDT in accordance with EITF No. 95-3. 504CDT. The number of employees were eligible for severance payments.payments because of these actions was 538.
 In accordance with SFAS No. 146,
During 2005, the Company decided to terminate its restructuring plans for certain legacy CDT operations because of improved capacity utilization at those operations. The Company reduced accrued severance and other related benefits recorded by $1.6 million ($1.5 million and $0.1 million in the financial records of the Networking segment and the Electronics segment, respectively) and reduced the portion of Merger consideration it had previously allocated to goodwill by this same amount. This action reduced the number of employees eligible for severance payments by 75.
On June 1, 2004, the Company announced its decision to close its BCC manufacturing facility in Phoenix, Arizona. The Company reported this facility’s operating results and financial position within its Networking segment. The Company recognized severance and other related benefits costs in the amount of $0.3$5.7 million in the fourth quarter ofloss from discontinued operations during 2004 related to personnel reductions within the Networking segment in Australia as SG&A expense. Fiveand 2005. The Company notified 889 employees, were notified prior to December 31,June 30, 2004, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive.
 
During 2004 and 2005, the Company recognized severance and other related benefits costs in the amount of $13.1 million ($11.7 million in costs of sales and $1.4 million in SG&A expenses) related to (1) personnel reductions within the Electronics segment in the United States, Canada, the Netherlands, and Germany, (2) personnel reductions within the Networking segment in the United States and Australia, and (3) the pending closure of an Electronics segment manufacturing facility in the United States. The Company notified 249 employees, prior to the end of the respective quarter in which their severance costs were recognized, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive.
Accrued Severance and Other Related Benefits Under 2003 Restructuring Plans
In 2004, the Company was notified by Inland Revenue that it owed an additional $0.4 million in other benefits related to severance paid in 2003 to terminated employees within the Company’s Networking segment in the United Kingdom. The Company recognized these other benefits costs in cost of sales during 2004.
During 2003 and 2004, the Company recognized severance and other related benefits costs in the amount of $4.3 million ($1.7 million in cost of sales and $2.6 million in SG&A expense) related to (1) personnel reductions within the Electronics segment in the United States, Canada and the Netherlands and (2) personnel reductions within the Networking segment in the United Kingdom The Company notified 153 employees, prior to the end of the respective quarter in which their severance costs were recognized, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive.
The Company anticipates making substantially all severance payments against these accruals within one year of each accrual date.

75
76


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

 
The following table sets forth termination activity that occurred during the years ended December 31, 20042005 and 2003:2004:
                      
          Total Number
          of Employees
        Total Eligible for
        Severance and Severance and
  2002 2003 2004 Other Related Other Related
  Plans Plans Plans Benefits Benefits
           
  (In thousands, except number of employees)
Balance at December 31, 2002 $19,661  $  $  $19,661   456 
Cash payments/terminations  (19,363)  (1,719)     (21,082)  (488)
New charges  2,598   4,163      6,761   147 
Foreign currency translation  1,922   36      1,958    
Other adjustments  (3,795)  (94)     (3,889)   
                
Balance at December 31, 2003  1,023   2,386      3,409   115 
Merger-related activities:                    
 Cash payments/terminations        (8,296)  (8,296)  (26)
 New charges(1)        16,664   16,664   504 
 Foreign current translation        317   317    
Other activities:                    
 Cash payments/terminations  (1,256)  (2,155)  (7,527)  (10,938)  (1,000)
 New charges(2)  240   618   17,968   18,826   1,129 
 Foreign currency translation  (7)  13   556   562    
 Other adjustments     (320)  216   (104)   
                
Balance at December 31, 2004 $  $542  $19,898  $20,440   722 
                
 
                         
                 Total Number
 
                 of Employees
 
              Total
  Eligible for
 
              Severance and
  Severance and
 
  2002
  2003
  2004
  2005
  Other Related
  Other Related
 
  Plans  Plans  Plans  Plans  Benefits  Benefits 
  (In thousands, except number of employees) 
 
Balance at December 31, 2003 $1,023  $2,386  $  $  $3,409   115 
Merger-related activities:                        
Cash payments/terminations        (8,303)     (8,303)  (26)
New charges(1)        16,697      16,697   516 
Foreign currency translation        317      317    
Other activities:                        
Cash payments/terminations  (1,256)  (2,155)  (7,520)     (10,931)  (999)
New charges(2)  240   618   17,935      18,793   1,127 
Foreign currency translation  (7)  13   556      562    
Other adjustments     (320)  216      (104)   
Balance at December 31, 2004(3)     542   19,898      20,440   733 
Merger-related activities:                        
Cash payments/terminations        (7,168)     (7,168)  (365)
New charges(4)        2,664      2,664   22 
Foreign currency translation        (85)     (85)   
Other adjustments        (1,648)     (1,648)  (76)
Other activities:                        
Cash payments/terminations     (325)  (10,139)  (1,307)  (11,771)  (283)
New charges(5)        869   10,273   11,142   216 
Foreign currency translation     (29)  (989)  (47)  (1,065)   
Other adjustments     (188)  (428)  132   (484)  (12)
                         
Balance at December 31, 2005(6) $  $  $2,974  $9,051  $12,025   235 
                         
(1)Includes charges totaling $5.1 million related to discontinued operations
 
(2)Includes charges totaling $5.6 million related to discontinued operations
(3)Includes severance and other related benefits totaling $5.7 million and 328 employees related to discontinued operations
(4)Includes charges totaling $0.2 million related to discontinued operations
(5)Includes charges totaling $0.1 million related to discontinued operations
(6)Includes severance and other related benefits totaling less than $0.1 million and 2 employees related to discontinued operations
 
The Company continues to review its business strategies and evaluate further restructuring actions. This could result in additional severance and other related benefits charges in future periods.

76
77


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Environmental Remediation Liabilities
The Company is involved in the environmental remediation of various current and former manufacturing sites. The Company estimates the range of potential costs to remediate environmental sites, which can vary significantly depending on the final determination on the extent of remediation required, the method of remediation required, the Company’s share of remediation costs if other parties are involved, and other factors. The Company records a liability for its most likely estimate of remediation costs.
The Company’s reserve for environmental remediation and related costs was approximately $7.2 million and $8.1 million at December 31, 2005 and 2004, respectively. The Company expects to fund these environmental remediation liabilities over the next 5 years. It is reasonably possible that a change in the estimated remediation costs will occur before remediation is completed.
Executive Succession Costs
The Company’s former President and Chief Executive Officer, C. Baker Cunningham, entered into a separation of employment agreement with the Company in November 2005. The separation agreement confirmed Mr. Cunningham’s entitlement and obligations under his change of control employment agreement with Belden, dated as of July 31, 2001, as a result of his separation of employment. The Company recognized SG&A expense of $6.2 million in 2005 related to Mr. Cunningham’s separation of employment and associated executive succession planning services.
The Company’s former Chief Financial Officer, Richard K. Reece, entered into a separation of employment agreement with the Company in November 2005. The separation agreement confirmed Mr. Reece’s entitlement and obligations under his change of control employment agreement with Belden, dated as of July 31, 2001, as a result of his separation of employment. The Company recognized SG&A expense of $0.8 million in 2005 related to Mr. Reece’s separation of employment and associated executive succession planning services.
Note 13:14:  Long-Term Debt and Other Borrowing Arrangements
Carrying Values
 
The carrying values of long-term debt and other borrowing arrangements at December 31, 2004 and 2003 were as follows:
          
December 31, 2004  2003
      
  (In thousands)
Variable-rate bank revolving credit agreement, due 2006 $   $ 
Short-term borrowings       
Medium-term notes, face amount of $75,000 due from 2005 through 2009, contractual interest rate 6.92%, effective interest rate 6.92%  75,000    75,000 
Medium-term notes, face amount of $64,000 due 2004, contractual interest rate 7.60%, effective interest rate 4.65%      64,000 
Medium-term notes, face amount of $44,000 due 2006, contractual interest rate 7.74%, effective interest rate 7.85%  44,000    44,000 
Medium-term notes, face amount of $17,000 due 2009, contractual interest rate 7.95%, effective interest rate 8.06%  17,000    17,000 
Contingently convertible notes, face amount of $110,000 due 2023, contractual interest rate 4.00%, effective interest rate 4.00%  110,000     
Other  2,525     
Interest rate swaps fair value      1,951 
        
  $248,525   $201,951 
        
         
December 31,
 2005  2004 
  (In thousands) 
 
Medium-term notes, face amount of $60,000 due from 2006 through 2009, contractual interest rate 6.92%, effective interest rate 6.92% $60,000  $75,000 
Medium-term notes, face amount of $44,000 due 2006, contractual interest rate 7.74%, effective interest rate 7.85%  44,000   44,000 
Medium-term notes, face amount of $17,000 due 2009, contractual interest rate 7.95%, effective interest rate 8.06%  17,000   17,000 
Contingently convertible notes, face amount of $110,000 due 2023, contractual interest rate 4.00%, effective interest rate 4.00%  110,000   110,000 
Variable-rate bank revolving credit agreement, due 2006      
Short-term borrowings      
Other  51   2,525 
         
  $231,051  $248,525 
         
Medium-Term Notes
 
Medium-Term Notes
In 1999, the Company completed a private placement of $64.0, $44.0 and $17.0 million of unsecured medium-term notes. The Company repaid the $64.0 million tranche of these notes in September 2004. The agreement for the notes contains various customary affirmative and negative covenants and other provisions, including restrictions on


78


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

the incurrence of debt, maintenance of a maximum leverage ratio and minimum net worth. The Company was in compliance with these covenants at December 31, 2005.
In 1997, the Company completed a private placement of $75.0 million of unsecured medium-term notes. The notes bear interest at 6.92% and mature in 8 to 12 years from closing with an average life of 10 years. The Company repaid a $15.0 million tranche of these notes in August 2005. The agreement for the notes contains various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of a maximum leverage ratio and minimum net worth. The Company was in compliance with these covenants at December 31, 2005.
 In 1997, the Company completed a private placement of $75.0 million of unsecured medium-term notes. The notes bear interest at 6.92% and mature 12 years from closing with an average life of 10 years. The agreement for the notes contains various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of maximum leverage ratio and minimum net worth.
Credit Agreement
Credit Agreement
 
The Company entered into a credit agreement with a group of 6 banks on October 9, 2003 (Credit Agreement). The Credit Agreement providesprovided for a secured, variable-rate and revolving credit facility not to exceed $75.0 million expiring in June 2006. In general, the Company’s assets in the United States, other than real property, securesecured any borrowing under the Credit Agreement. The amount of any such borrowing iswas subject to a borrowing base comprised of a portion of the Company’s receivables and inventories located in the United States. A fixed charge coverage ratio covenant becomesbecame applicable if the sum of the Company’s excess borrowing availability and unrestricted cash falls below $25.0 million. The banks party to the Credit Agreement cancould advance loans to the Company based on their respective commitments (syndicated loans). Syndicated loans accrueaccrued interest at the option of the Company at LIBOR plus 1.75% to 3.25%, or the higher of the prime rate or the federal funds rate plus 0.00% to 1.50%. An unused commitment fee of 0.375% to

77


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
0.750% per annum iswas charged on the unused credit. The Company had $18.9 million and $23.6 million in borrowing capacity at December 31, 2004.2005 and 2004, respectively. There were no outstanding borrowings under the Credit Facility at December 31, 2005 or 2004.
Short-Term Borrowings
On January 24, 2006, the Company entered into a new $165.0 million credit facility with a group of 8 banks, expandable to $200.0 million and secured by the Company’s overall cash flow and its assets in the United States. The new facility replaces the $75.0 million facility discussed above.
 
Short-Term Borrowings
At December 31, 2005, the Company had unsecured, uncommitted arrangements with 9 banks under which it could borrow up to $4.4 million at prevailing interest rates. There were no outstanding borrowings under these arrangements at December 31, 2005.
At December 31, 2004, the Company had unsecured, uncommitted arrangements with 10 banks under which it could borrow up to $13.2 million at prevailing interest rates. There were no outstanding borrowings under these arrangements at December 31, 2004.
 
Contingently Convertible Notes
At December 31, 2003, the Company had unsecured, uncommitted arrangements with 3 banks under which it could borrow up to $7.6 million at prevailing interest rates. There were no outstanding borrowings under these arrangements at December 31, 2003.
Contingently Convertible Notes
      At December 31, 2004,2005, the Company had outstanding $110.0 million of unsecured subordinated debentures. The debentures are convertible into approximately 6.16.2 million shares of common stock, at a conversion price of $18.069$17.859 per share, upon the occurrence of certain events. The conversion price is subject to adjustment in certain circumstances.for dividends and other equity transactions. Holders may surrender their debentures for conversion into shares of common stock upon satisfaction of any of the following conditions: (1) the closing sale price of the Company’s common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period ending on the trading day prior to surrender; (2) the senior implied rating assigned to the Company by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below; (3) the Company has called the debentures for redemption; or (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of December 31, 2004,2005, condition (1) had been met, but condition (2) had not been met as the senior implied rating was Ba2 and the corporate credit


79


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

rating was BB-. Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15. The debentures mature on July 15, 2023, if not previously redeemed. The Company may call some or all of the debentures on or after July 21, 2008 for redemption in cash, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date. Holders may require the Company to purchase all or part of their debentures on July 15, 2008, July 15, 2013, or July 15, 2018, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of the Company’s common stock or a combination of cash and the Company’s common stock, at the Company’s option.
Maturities
Maturities
 
Payments due on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 20042005 are as follows:
     
  (In thousands)
2005 $15,702 
2006  60,823 
2007  15,000 
2008  15,000 
2009  32,000 
Thereafter  110,000 
    
  $248,525 
    

78


     
  (In thousands) 
 
2006 $59,000 
2007  15,051 
2008  15,000 
2009  32,000 
2010   
Thereafter  110,000 
     
  $231,051 
     
Belden CDT Inc.Interest Rate Management
Notes to Consolidated Financial Statements — (Continued)
Interest Rate Management
The Company occasionally manages its debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates. During 2004, the Company was party to interest rate swap agreements relating to its 7.60% medium-term notes that matured in September 2004. The swaps converted a notional amount of $64.0 million from fixed rates to floating rates and also matured in September 2004. These agreements were designated and qualified as fair value hedges of the associated medium-term notesnotes. The fair values of the swaps and the notional accrued interest they hedged were reported in accordance with SFAS No. 133, as amended by SFAS No. 137, SFAS No. 138other current assets and SFAS No. 149.accrued liabilities, respectively, until September 2004. Credit and market risk exposures on these agreements were limited to the net interest differentials. Net interest differentials earned from the interest rate swaps of $1.3 million pretax, or $.02 per diluted share, were recorded as a reduction to interest expense for 2004. Net interest differentials earned from the interest rate swaps reduced the Company’s average interest rate on long-term debt by 0.57 percentage points for 2004.
      At December 31, 2003, the fair value of the The Company had no interest rate swap agreements was reflected in other current assets onoutstanding at December 31, 2005 or during the Consolidated Balance Sheet.year then ended.
Note 14:15:  Income Taxes
 
The net tax expense of $15.9$24.7 million for the year ended December 31, 20042005 resulted from income from continuing operations before taxes of $31.2$57.4 million. The Company revised during 2004 the estimate of its ability to benefit from deferred tax assets arising from its Netherlands operations in light of the longer duration and greater strength of the cyclical down turn in the European economy than the Company had previously envisioned and in light of the restructuring and severance costs associated with the synergy opportunities arising from the Merger. As a result, the Company recorded an additional $9.4$5.0 million deferred tax asset valuation reserve during 20042005 with respect to net operating losses generated primarily in the Netherlands. The Company’s effective tax rate before the $9.4 million increase in valuation allowances was 20.8%. As a result of the valuation allowance increase, the effective tax rate was 50.9%. The Company considers earnings from foreign subsidiaries to be indefinitely reinvested and, accordingly, has not recorded a provision for United States federal and state income taxes for theseforeign earnings. Undistributed earnings of the Company foreign subsidiaries totaled $3.7 million in 2005. Upon distribution of foreign subsidiary earnings, the Company may be subject to United States income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries.


80


 
Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

In October 2004, the American Jobs Creation Act (theAJCA) was signed into law. The AJCA includes a deduction of 85% of certain foreign earnings that are repatriated, as defined in the AJCA. Taxpayers may elect to apply this provision to qualifying earnings repatriations in either 2004 or 2005. In December 2004, the FASB issued FASB Staff Position (FSP) No. 109-2,Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. FASP No. 109-2 allows companies additional timeThe Company has decided not to evaluate the effect of the law on whether unrepatriatedrepatriate any foreign earnings continue to qualify for an exception to recognizing deferred tax liabilities in accordance with SFAS No. 109,Accounting for Income Taxes,and would require explanatory disclosures from those who need additional time to complete such an evaluation. The Company is in the process of evaluating the repatriation provisions, but does not expect to complete its analysis before the United States Congress or the United States Treasury Department provides additional clarifying language on key elements in theunder this provision. An estimate of the impact of this provision (if any) cannot be determined at this point.
 
The Company is party to a Tax Sharing and Separation Agreement (Tax(Tax Agreement) with its former owner, Cooper Industries Ltd.(Cooper). The Tax Agreement requires the Company to pay Cooper most of the tax benefits resulting from basis adjustments arising from the Company’s initial public offering on October 6, 1993. The effect of the Tax Agreement is to put the Company in the same financial position it would have been in had there been no increase in the tax basis of the Company’s assets (except for a retained 10% benefit). The retained 10% benefit reduced income tax expense for the years ended December 31, 2005, 2004

79


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
2003 and 20022003 by $1.2 million each year. Included in 2003 taxes paid are $8.7 million, paid to Cooper in accordance with the Tax Agreement. There were no payments to Cooper under the Tax Agreement in 20042005 and 2002.2004.
                
Years Ended December 31, 2004  2003 2002
        
  (In thousands)
Income/(loss) before taxes:             
  United States operations $33,905   $13,442  $28,687 
  Foreign operations  (2,661)   1,208   (22,761)
           
  $31,244   $14,650  $5,926 
           
Income tax expense/(benefit):             
 Currently payable/(receivable):             
  United States federal $   $  $6,203 
  United States state and local         1,270 
  Foreign  (3,197)   (1,671)  (1,715)
           
   (3,197)   (1,671)  5,758 
 Deferred:             
  United States federal  9,240    3,798   1,316 
  United States state and local  1,959    408   (464)
  Foreign  7,889    1,958   (675)
           
   19,088    6,164   177 
           
Total income tax expense/(benefit) $15,891   $4,493  $5,935 
           
               
Years Ended December 31, 2004  2003 2002
        
Effective income tax rate reconciliation:             
 United States federal statutory rate  35.0%   35.0%  35.0%
 State and local income taxes  (5.3)   2.8   13.6 
 Change in valuation allowance  30.1    2.1   114.9 
 Resolution of prior-period tax contingency  (7.8)   (7.3)   
 Foreign income tax rate differences and other, net  (1.1)   (1.9)  (63.3)
           
   50.9%   30.7%  100.2%
           
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Income (loss) from continuing operations before taxes:            
United States operations $53,627  $33,905  $13,442 
Foreign operations  3,734   (2,661)  1,208 
             
  $57,361  $31,244  $14,650 
             
Income tax expense (benefit):            
Currently payable (receivable):            
United States state and local $155  $  $ 
Foreign  10,437   (3,197)  (1,671)
             
   10,592   (3,197)  (1,671)
Deferred:            
United States federal  13,759   9,240   3,798 
United States state and local  1,739   1,959   408 
Foreign  (1,371)  7,889   1,958 
             
   14,127   19,088   6,164 
             
Total income tax expense (benefit) $24,719  $15,891  $4,493 
             
             
Years Ended December 31,
 2005  2004  2003 
 
Effective income tax rate reconciliation:            
United States federal statutory rate  35.0%  35.0%  35.0%
State and local income taxes  3.3   1.4   2.8 
Increase in deferred tax asset valuation allowance  8.8   30.1   2.1 
Resolution of prior-period tax contingency  (6.5)  (7.8)  (7.3)
Foreign income tax rate differences  1.7   (5.0)  (6.9)
Other  0.8   (2.8)  5.0 
             
   43.1%  50.9%  30.7%
             

80
81


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
            
December 31, 2004  2003
      
  (In thousands)
Components of deferred income tax balances:         
 Deferred income tax liabilities, net:         
  Plant, equipment and intangibles $(104,823)  $(77,842)
        
   (104,823)   (77,842)
        
 Deferred income tax assets:         
  Postretirement and pension accruals  20,330    11,847 
  Reserves and accruals  22,740    17,155 
  Facility impairment      3,397 
  Net operating loss carryforwards  32,071    8,699 
  Valuation allowances  (22,565)   (9,792)
        
   52,576    31,306 
        
Net deferred income tax liability $(52,247)  $(46,536)
        
                          
  2004  2003
      
December 31, Current Noncurrent Total  Current Noncurrent Total
              
  (In thousands)
Deferred income tax assets $15,911  $36,665  $52,576   $13,068  $18,238  $31,306 
Deferred income tax liabilities     (104,823)  (104,823)      (77,842)  (77,842)
                    
  $15,911  $(68,158) $(52,247)  $13,068  $(59,604) $(46,536)
                    

         
December 31,
 2005  2004 
  (In thousands) 
 
Components of deferred income tax balances:        
Deferred income tax liabilities, net:        
Plant, equipment and intangibles $(108,373) $(104,823)
         
Deferred income tax assets:        
Postretirement and pension accruals  20,366   20,330 
Reserves and accruals  21,975   27,233 
Net operating loss carryforwards  47,812   50,286 
Valuation allowances  (27,786)  (22,565)
         
   62,367   75,284 
         
Net deferred income tax liability $(46,006) $(29,539)
         

 
                         
  2005  2004 
December 31,
 Current  Noncurrent  Total  Current  Noncurrent  Total 
  (In thousands) 
 
Deferred income tax assets $27,845  $34,522  $62,367  $15,911  $59,373  $75,284 
Deferred income tax liabilities     (108,373)  (108,373)     (104,823)  (104,823)
                         
  $27,845  $(73,851) $(46,006) $15,911  $(45,450) $(29,539)
                         
Deferred income taxes have been established for differences in the basis of assets and liabilities for financial statement and tax reporting purposes as adjusted for the Tax Agreement with Cooper.
 The Company recorded a tax benefit of $17.5 million on its loss from discontinued operations attributable, in part, to the completion of restructuring steps necessary to deduct its tax basis in the stock of its discontinued telecommunications cable operations in North America.
As of December 31, 2004,2005, the companyCompany had $353.5$300.7 million of NOLnet operating loss carryforwards (as adjusted by the Tax Agreement with Cooper). Unless otherwise utilized, NOLnet operating loss carryforwards totaling $0.4 million will expire in 2005, NOL carryforwards totaling $11.9as follows: $11.7 million will expire in 2006, NOL carryforwards totaling $57.7$13.8 million will expirein 2007, $27.4 million between 20072008 and 2009, and NOL carryforwards totaling $198.1 million will expire between 2010, and 2024. NOL$155.8 million between 2011 and 2025. Net operating loss carryforwards with an indefinite carryforward period total $85.4$92.0 million. The net operating loss carryforwards expiring in 2006 through 2008 will have not have a significant impact on the effective tax rate because of deferred tax asset valuation allowances recorded for those loss carryforwards.
Note 15:16:  Pension and Other Postretirement Benefits
 
Substantially all employees in Canada, the Netherlands, the United Kingdom, and the United States are covered by defined benefit or defined contribution pension plans maintained by the Company. The Company terminated its separate defined benefit plan in the Netherlands at the end of 2005. Employees in the Netherlands will participate in an industry pension plan in 2006. Annual contributions to retirement plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the pension plans are maintained in various trusts and invested primarily in equity and fixed income securities.
 
Benefits provided to employees under defined contribution plans include cash contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation and in certain plans a partial matching of employees’ salary deferrals with Company common stock. Defined contribution expense for the years ended December 31,2005, 2004 and 2003 and 2002 was $4.0$6.0 million, $4.0$4.2 million and $4.3$3.8 million, respectively.

81


The increase in contributions during 2005 resulted primarily from the Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)merger.
 
The Company sponsors unfunded postretirement (medical and life insurance) benefit planplans for certain of its employees in Canada and the United States. The medical benefit portion of the United States plan is only for

82


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits.
 
The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for the years ended December 31, 2004 and 2003 as well as a statement of the funded status and balance sheet reporting for these plans as of December 31, 2004 and 2003.plans.
                      
        Other Postretirement
  Pension Benefits  Benefits
            
Years Ended December 31, 2004  2003  2004  2003
            
  (In thousands)
Change in benefit obligation:                   
 Benefit obligation, beginning of year $(198,303)  $(167,100)  $(17,005)  $(17,808)
 Service cost  (7,589)   (7,156)   (206)   (26)
 Interest cost  (12,014)   (11,003)   (1,525)   (1,077)
 Participant contributions  (1,156)   (783)   (58)   (63)
 Plan amendments              (52)
 Actuarial gain/(loss) and other  (15,578)   (6,339)   (2,435)    
 Special termination benefits  (976)               
 Acquisitions  (27,201)        (20,314)     
 Liability settlements  241                
 Foreign currency exchange rate changes  (12,966)   (13,565)   (2,189)    
 Benefits paid  11,629    7,643    2,453    2,021 
                
  Benefit obligation, end of year $(263,913)  $(198,303)  $(41,279)  $(17,005)
                
                      
        Other Postretirement
  Pension Benefits  Benefits
            
Years Ended December 31, 2004  2003  2004  2003
            
     (In thousands)   
Change in plan assets:                   
 Fair value of plan assets, beginning of year $145,211   $114,867   $   $ 
 Actual return on plan assets  13,083    20,997         
 Employer contributions  14,531    6,685    2,571    1,958 
 Plan participant contributions  1,156    783    58    63 
 Acquisitions  18,573               
 Foreign currency exchange rate changes  9,141    9,522         
 Benefits paid  (11,629)   (7,643)   (2,629)   (2,021)
                
  Fair value of plan assets, end of year $190,066   $145,211   $   $ 
                
Funded status:                   
 Funded status $(73,847)  $(53,092)  $(41,256)  $(17,005)
 Unrecognized net actuarial (gain)/loss  60,200    44,327    9,856    7,530 
 Unrecognized prior service cost  (143)   (182)   (620)   (726)
                
  Accrued benefit cost $(13,790)  $(8,947)  $(32,020)  $(10,201)
                
                 
  Pension Benefits  Other Postretirement Benefits 
Years Ended December 31,
 2005  2004  2005  2004 
  (In thousands) 
 
Change in benefit obligation:                
Benefit obligation, beginning of year $(263,913) $(198,303) $(41,279) $(17,005)
Service cost  (9,476)  (7,589)  (530)  (206)
Interest cost  (13,151)  (12,014)  (2,344)  (1,525)
Participant contributions  (1,300)  (1,156)  (40)  (58)
Actuarial gain (loss) and other  (16,056)  (15,578)  (4,908)  (2,435)
Special termination benefits  (5,869)  (976)      
Acquisitions     (27,201)     (20,314)
Curtailments  17,250          
Settlements  85,146   241       
Foreign currency exchange rate changes  11,444   (12,966)  (976)  (2,189)
Benefits paid  18,759   11,629   2,494   2,453 
                 
Benefit obligation, end of year $(177,166) $(263,913) $(47,583) $(41,279)
                 
                 
  Pension Benefits  Other Postretirement Benefits 
Years Ended December 31,
 2005  2004  2005  2004 
  (In thousands) 
 
Change in plan assets:                
Fair value of plan assets, beginning of year $190,066  $145,211  $  $ 
Actual return on plan assets  23,117   13,083       
Employer contributions  26,071   14,531   2,454   2,571 
Plan participant contributions  1,300   1,156   40   58 
Acquisitions     18,573       
Settlements  (78,894)         
Foreign currency exchange rate changes  (8,185)  9,141       
Benefits paid  (18,759)  (11,629)  (2,494)  (2,629)
                 
Fair value of plan assets, end of year $134,716  $190,066  $  $ 
                 
Funded status:                
Funded status $(42,450) $(73,847) $(47,583) $(41,256)
Unrecognized net actuarial (gain) loss  43,559   60,200   14,351   9,856 
Unrecognized prior service cost  (104)  (143)  (514)  (620)
                 
Accrued benefit cost $1,005  $(13,790) $(33,746) $(32,020)
                 

82
83


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
                      
        Other Postretirement
  Pension Benefits  Benefits
            
Years Ended December 31, 2004  2003  2004  2003
            
  (In thousands)
Amounts recognized in the balance sheets:                   
 Prepaid benefit cost $1,232   $4,029   $   $ 
 Accrued benefit liability (current)  (23,766)   (17,170)   (2,503)   (10,201)
 Accrued benefit liability (noncurrent)  (19,582)   (18,531)   (29,517)    
 Noncurrent deferred taxes  10,422    8,653         
 Accumulated other comprehensive income/(loss)  17,904    14,072         
                
  Net amount recognized $(13,790)  $(8,947)  $(32,020)  $(10,201)
                

                 
  Pension Benefits  Other Postretirement Benefits 
Years Ended December 31,
 2005  2004  2005  2004 
  (In thousands) 
 
Amounts recognized in the balance sheets:                
Prepaid benefit cost $750  $1,232  $  $ 
Accrued benefit liability (current)  (18,678)  (23,766)  (2,949)  (2,503)
Accrued benefit liability (noncurrent)  (10,954)  (19,582)  (30,797)  (29,517)
Noncurrent deferred taxes  11,358   10,422       
Accumulated other comprehensive income (loss)  18,529   17,904       
                 
Net amount recognized $1,005  $(13,790) $(33,746) $(32,020)
                 

 The
In both 2005 and 2004, the change in benefit obligation for pension and other postretirement benefits attributable to actuarial gains or losses for 2003 related primarily to a decrease in the discount rates used in the computation of such benefits, partially offset by a decrease in the assumed rate of salary increase for the Netherlands and United States pension plans.
      The change in benefit obligation for pension and other benefits attributable to actuarial gains or losses for 2004 related primarily to a decrease in the discount rates used in the computation of such benefits.
 
The accumulated benefit obligation for all defined benefit pension plans was $225.2$164.0 million and $171.0$225.2 million at December 31, 20042005 and 2003,2004, respectively.
 
The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with an accumulated benefit obligation in excess of plan assets were $165.4 million, $152.2 million, and $122.3 million, respectively, as of December 31, 2005 and $172.8 million, $159.2 million, and $123.1 million, respectively, as of December 31, 2004 and $100.3 million, $98.1 million and $69.9 million, respectively, as of December 31, 2003.2004.
 
A minimum pension liability adjustment is required when the actuarial present value of accumulated benefits exceeds the fair value of plan assets and accrued pension liabilities. As of December 31, 2005, the Company recorded minimum pension liabilities of $30.0 million with offsets to noncurrent deferred taxes, other comprehensive income, and long-lived assets in the amounts of $11.4 million, $18.5 million, and $0.1 million, respectively. As of December 31, 2004, the Company recorded minimum pension liabilities of $28.4 million with offsets to noncurrent deferred taxes, other comprehensive income, and long-lived assets in the amounts of $10.4 million, $17.9 million, and $0.1 million, respectively. As of December 31, 2003, the Company recorded minimum pension liabilities of $22.9 million with offsets to noncurrent deferred taxes, other comprehensive income, and long-lived assets in the amounts of $8.7 million, $14.1 million, and $0.1 million, respectively. The change in the amount included in other comprehensive income due to a change in the additional minimum pension liability was $3.8$0.6 million and $(0.7)$3.8 million net of tax for the years ended December 31, 20042005 and 2003,2004, respectively.

8384


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

 
The following table provides the components of net periodic benefit costs for the plans for the years ended December 31, 2004, 2003, and 2002.plans.
                              
  Pension Benefits  Other Postretirement Benefits
            
Years Ended December 31, 2004  2003 2002  2004  2003 2002
                
  (In thousands)
Components of net periodic benefit cost:                           
 Service cost $7,589   $7,156  $6,670   $205   $26  $32 
 Interest cost  12,014    11,003   9,998    1,525    1,077   1,215 
 Expected return on plan assets  (13,047)   (13,112)  (12,681)           
 Amortization of prior service cost  (39)   (40)  (40)   (106)   (106)  (706)
 Special termination benefits  976                   
 Settlement of liabilities  46                   
 Net (gain)/loss recognition  2,116    246   61    432    430   516 
                      
  Net periodic benefit cost $9,655   $5,253  $4,008   $2,056   $1,427  $1,057 
                      
 
                         
  Pension Benefits  Other Postretirement Benefits 
Years Ended December 31,
 2005  2004  2003  2005  2004  2003 
  (in thousands) 
 
Components of net periodic benefit cost:                        
Service cost $9,476  $7,589  $7,156  $530  $205  $26 
Interest cost  13,151   12,014   11,003   2,344   1,525   1,077 
Expected return on plan assets  (14,838)  (13,047)  (13,112)         
Amortization of prior service cost  (39)  (39)  (40)  (106)  (106)  (106)
Special termination benefits  5,869   976             
Settlement loss  863   46             
Net (gain) loss recognition  3,432   2,116   246   619   432   430 
                         
Net periodic benefit cost $17,914  $9,655  $5,253  $3,387  $2,056  $1,427 
                         
The following table presents the assumptions used in determining the benefit obligations as of December 31, 2004 and 2003 and the net periodic benefit cost amounts for the years ended December 31, 2004 and 2003.amounts.
                     
        Other Postretirement
  Pension Benefits  Benefits
            
December 31, 2004  2003  2004  2003
            
  (In thousands)
Weighted average assumptions for benefit obligations at year-end:                   
 Discount rate  5.4%   5.7%   5.8%   6.0%
 Salary increase  4.0%   4.0%   4.0%   N/A 
Weighted-average assumptions for net periodic cost for the year:                   
 Discount rate  5.7%   6.5%   6.0%   6.8%
 Salary increase  4.0%   4.4%   N/A    N/A 
 Expected return on assets  8.1%   8.6%   N/A    N/A 
Assumed health care cost trend rates:                   
 Health care cost trend rate assumed for next year            10.0%   8.5%
 Rate that the cost trend rate gradually declines to            5.5%   5.5%
 Year that the rate reaches the rate it is assumed to remain at            2010    2010 
Measurement date  12/31/04    12/31/03    12/31/04    12/31/03 
 
                 
  Pension Benefits  Other Postretirement Benefits 
December 31,
 2005  2004  2005  2004 
 
Weighted average assumptions for benefit obligations at year-end:                
Discount rate  5.2%  5.4%  5.2%  5.8%
Salary increase  4.0%  4.0%  N/A   N/A 
Weighted-average assumptions for net periodic cost for the year:                
Discount rate  5.4%  5.7%  5.8%  6.0%
Salary increase  4.0%  4.0%  N/A   N/A 
Expected return on assets  8.1%  8.1%  N/A   N/A 
Assumed health care cost trend rates:                
Health care cost trend rate assumed for next year  N/A   N/A   10.0%  10.0%
Rate that the cost trend rate gradually declines to  N/A   N/A   5.0%  5.0%
Year that the rate reaches the rate it is assumed to remain at  N/A   N/A   2010   2010 
Measurement date  12/31/2005   12/31/2004   12/31/2005   12/31/2004 
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one percentage-point change in the assumed health care cost trend rates would have the following effects on 20042005 expense and year-end liabilities.
          
  1% Increase  1% Decrease
      
  (In thousands)
Effect on total of service and interest cost components $191   $(156)
Effect on postretirement benefit obligation $4,832   $(3,943)
         
  1% Increase  1% Decrease 
  (In thousands) 
 
Effect on total of service and interest cost components $393  $(313)
Effect on postretirement benefit obligation $6,541  $(5,271)

84
85


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

 
In May 2004, the FASB issued FASB Staff Position (FSP(FSP)) 106-2,Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003(theAct). FSP 106-2 provides guidance on the accounting for and disclosure of the subsidy available under the Act for employers that sponsor postretirement health care plans providing prescription drug benefits. The Company elected to apply the requirements of FSP 106-2 for the quarter ended April 1, 2004, retroactive to the date of enactment of the Act. The reduction in the accumulated postretirement benefit obligation attributed to past service as a result of the subsidy available under the Act is $1.6 million. The effect of the subsidy on the net periodic postretirement benefit cost for the year ended December 31, 2004 is $0.2 million.
 
The following table reflects the pension plans’ actual and target asset allocation as of December 31, 2004 and 2003, and the 2005 target allocation.allocations.
               
  Target  Actual  Actual
Asset Category 12/31/05  12/31/04  12/31/03
         
Equity securities  64%   66%   68%
Debt securities  36%   34%   32%
Real estate  0%   0%   0%
Other  0%   0%   0%
               
Total  100%   100%   100%
               
 
             
  Target
  Actual
  Actual
 
Asset Category 12/31/2006  12/31/2005  12/31/2004 
 
Equity securities  52%  78%  66%
Debt securities  48%  22%  34%
Real estate  0%  0%  0%
Other  0%  0%  0%
             
Total  100%  100%  100%
             
Absent regulatory or statutory limitations, the target asset allocationsallocation for the investment of the assets for the Company’s ongoing pension plans assets areis 25% in debt securities and 75% in equity securities and for the Company’s pension plans where the majority of the participants are in payment or terminated vested status is 100% in debt securities. The plans only invest in debt and equity instruments for which there is a ready public market. The Company develops its expected long-term rate of return assumptions based on the historical rates of returns for equity and debt securities of the type in which its plans invest.
 
The following table reflects the benefits as of December 31, 20042005 expected to be paid in each of the next five years and in the aggregate for the five years thereafter from the Company’s pension and other postretirement plans as well as the expected subsidy receipts available under the Act in these years. Because the Company’s other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from the Company’s own assets. Because the Company’s pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans.
               
        Medicare
  Pension  Other  Subsidy
  Plans  Plans  Receipts
         
  (In thousands)
2005 $13,304   $2,503   $ 
2006  14,448    2,360    200 
2007  16,722    2,425    199 
2008  15,096    2,460    194 
2009  17,001    2,505    188 
2010-2014  90,004    12,557    817 
            
Total $166,575   $24,810   $1,598 
            
 
             
        Medicare
 
  Pension
  Other
  Subsidy
 
  Plans  Plans  Receipts 
  (In thousands) 
 
2006 $11,358  $2,949  $229 
2007  11,289   3,071   233 
2008  9,961   3,153   232 
2009  12,095   3,237   228 
2010  12,214   3,286   222 
2011-2015  64,494   16,418   937 
             
Total $121,411  $32,114  $2,081 
             
The Company anticipates contributing $25.5$33.7 million and $2.5$2.7 million to its pension and other postretirement plans, respectively, during 2005.2006.

85
86


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Note 16:17:  Share-Based Payment Plans
 
During the years ended December 31,2005, 2004 and 2003, and 2002, Thethe Company sponsored six stock compensation plans — the four Incentive Plans and the two Stock Purchase Plans discussed in the section entitled “Share-Based Payments” in Note 2,Summary of Significant Accounting Policies, to these Consolidated Financial Statements.
Incentive Plans
Incentive Plans
 
Under the Incentive Plans, certain employees of the Company are eligible to receive awards in the form of stock options, stock appreciation rights, restricted stock grants and performance shares.
 
The following table summarizes award positions for thethose Incentive Plans at December 31, 2004:that were active during 2005:
         
  Shares Originally Shares Available
  Reserved for for Future
  Issuance Awards
     
  (In thousands)
Belden 2003 Long-Term Incentive Plan  800   416 
Belden 1994 Incentive Plan  3,800    
CDT 2001 Long-Term Performance Incentive Plan  1,800   298 
CDT 1999 Long-Term Performance Incentive Plan  1,507    
CDT Long-Term Performance Incentive Plan  291    
CDT Supplemental Long-Term Performance Incentive Plan  1,200    
 
         
  Shares Originally
    
  Reserved for
  Shares Available
 
  Issuance  for Future Awards 
  (In thousands) 
 
Belden 2003 Long-Term Incentive Plan  800    
CDT 2001 Long-Term Performance Incentive Plan  4,300   3,205 
Options to purchase stock are granted at not less than fair market value, become exercisable in equal amounts on each of the first 3 anniversaries of the grant date and expire 10 years from the grant date.
 
The following table summarizes the Company’s stock option activity and related information forinformation:
                         
  2005  2004  2003 
     Weighted
     Weighted
     Weighted
 
     Average
     Average
     Average
 
     Exercise
     Exercise
     Exercise
 
Years Ended December 31,
 Options  Price  Options  Price  Options  Price 
  (In thousands, except weighted average exercise price) 
 
Outstanding at beginning of year  4,143  $24.25   2,785  $25.17   2,741  $26.08 
Granted  1,031   21.39   402   19.39   207   13.08 
Exercised  (393)  17.87   (259)  16.93   (10)  16.94 
Canceled  (233)  24.76   (557)  24.52   (153)  25.96 
Merger-related additions        1,772   22.92       
                         
Outstanding at end of year  4,548  $24.06   4,143  $24.25   2,785  $25.17 
                         
Exercisable at end of year  3,682  $24.74   4,098  $24.27   2,262  $26.58 
                         
During 2005, the years ended December 31, 2004, 2003Company amended the terms and 2002:conditions of certain stock option grants to conform exercise periods upon employee retirement or termination. The Company recognized $0.8 million in compensation expense during 2005 related to this modification.
                           
  2004  2003  2002
         
    Weighted Average    Weighted Average    Weighted Average
Years Ended December 31, Options Exercise Price  Options Exercise Price  Options Exercise Price
               
  (In thousands, except weighted average exercise price)
Outstanding at beginning of year  2,785  $25.17    2,741  $26.08    2,556  $26.33 
Merger-related additions  1,772   22.92               
Granted  402   19.39    207   13.08    341   21.06 
Exercised  (259)  16.93    (10)  16.94    (73)  17.51 
Canceled  (557)  24.52    (153)  25.96    (83)  27.69 
                     
Outstanding at end of year  4,143  $24.25    2,785  $25.17    2,741  $26.08 
                     
Exercisable at end of year  4,098  $24.27    2,262  $26.58    1,967  $27.27 
                     

86
87


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

 
The following table summarizes information about stock options outstanding at December 31, 2004:2005:
                      
  Options Outstanding  Options Exercisable
      
    Weighted Average     
    Remaining Weighted Average    Weighted Average
Range of Exercise Prices Options Contractual Life Exercise Price  Options Exercise Price
            
  (In thousands, except weighted average amounts)
$10.80 to $15.80  316   7.11 years  $12.85    312  $12.86 
$15.80 to $20.80  1,375   4.99 years   18.80    1,347   18.79 
$20.80 to $25.80  832   5.21 years   21.65    829   21.64 
$25.80 to $30.80  997   3.57 years   27.96    994   27.95 
$30.80 to $35.80  84   1.90 years   35.09    84   35.09 
$35.80 to $40.80  463   2.99 years   39.51    456   39.51 
$40.80 to $45.80  38   5.25 years   43.66    38   43.66 
$45.80 to $50.80  38   2.54 years   47.16    38   47.16 
                 
$10.80 to $50.80  4,143   4.55 years  $24.25    4,098  $24.27 
                 
 
                     
  Options Outstanding  Options Exercisable 
     Weighted Average
          
     Remaining
  Weighted Average
     Weighted Average
 
  Options  Contractual Life  Exercise Price  Options  Exercise Price 
  (In thousands, except weighted average amounts) 
 
Range of Exercise Prices                    
$10.80  4   6.84 years  $10.80   4  $10.80 
$10.81 to $15.80  229   6.55 years   12.87   229   12.87 
$15.81 to $20.80  1,649   5.96 years   19.18   1,169   18.87 
$20.81 to $25.80  1,129   6.29 years   21.99   743   21.64 
$25.81 to $30.80  940   3.18 years   27.98   940   27.98 
$30.81 to $35.80  83   1.24 years   35.08   83   35.08 
$35.81 to $40.80  439   2.13 years   39.51   439   39.51 
$40.81 to $45.80  38   4.36 years   43.66   38   43.66 
$45.81 to $50.80  37   1.54 years   47.16   37   47.16 
                     
$10.80 to $50.80  4,548   4.99 years  $24.06   3,682  $24.74 
                     
The Company issued 0.4 millionan aggregate 395,000 nonvested restricted stock awards to a number of its key employees during the years ending December 31,2005, 2004 2003 and 2002.2003. Participants receive a stated amount of the Company’s common stock, as well as dividends declared on that stock that have accumulated during the vesting period, provided they remain employed with the Company for three years from the grant date.
 
The following tables summarizetable summarizes the Company’s activity and related information regarding nonvested restricted stock awards issued to key employees for the years ended December 31, 2004, 2003 and 2002:employees:
                                          
  Awards  Unearned Deferred Compensation  Compensation Expense
                  
Years Ended December 31, 2004  2003 2002  2004  2003 2002  2004  2003 2002
                        
  (In thousands)
Outstanding at beginning of period  246    155   66   $1,700   $2,014  $1,233   $   $  $ 
Merger-related additions  13           526                   
Granted  150    94   102    3,881    1,255   2,142            
Forfeited      (3)  (13)       (21)  (221)       (46)  (89)
Vested/ Amortized  (150)          (3,645)   (1,548)  (1,140)   3,645    1,548   1,140 
                                 
Outstanding at end of period  259    246   155   $2,462   $1,700  $2,014   $3,645   $1,502  $1,051 
                                 
 
                                     
  Awards  Unearned Deferred Compensation  Compensation Expense 
Years Ended December 31, 2005  2004  2003  2005  2004  2003  2005  2004  2003 
  (In thousands) 
 
Outstanding at beginning of period  259   246   155  $2,462  $1,700  $2,014  $  $  $ 
Merger-related additions     13         526             
Granted  151   150   94      3,881   1,255          
Forfeited  (9)     (3)  (78)     (21)  (109)     (46)
Vested/Amortized or accrued  (179)  (150)     (2,048)  (3,645)  (1,548)  2,148   3,645   1,548 
                                    
Outstanding at end of period  222   259   246  $336  $2,462  $1,700  $2,039  $3,645  $1,502 
                                    
The Company issued 12,500 shares and 16,000 shares of restricted stock to its nonemployee Directorsdirectors during the yearyears ended December 31, 2004.2005 and 2004, respectively. This restricted stock vested immediately but each recipient is restricted from selling, transferring, pledging or otherwise disposing of his shares until he departs from the Company’s Board of Directors, and then no sooner than 6 months after the date of issue. Each recipient does receivereceives cash dividends on a quarterly basis in the amount of $.05 per share. The aggregate market value of the restricted stock on the date the shares were issued was recognized as administrativeSG&A expense in the Company’s Consolidated StatementStatements of Operations.


88


 
Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

The Belden 1994 Incentive Plan expired by its own terms in October 2003 and no future awards are available under this plan. Although neither plan has been terminated, there are also no future awards available under either the CDT 1999 Long-Term Performance Incentive Plan or the CDT Long-Term Performance Incentive Plan. The Belden 1994 Employee Stock Purchase Plan expired by its own terms in September 2003 and no future purchase rights are available under this plan.

87


Belden CDT Inc.Stock Purchase Plans
Notes to Consolidated Financial Statements — (Continued)
Stock Purchase Plans
Under the Stock Purchase Plans, all full-time employees and part-time employees whose customary employment is for 20 or more hours per week and 5 or more months per year in Canada, the Netherlands, the United States and, prior to January 1, 2004, Germany received the right to purchase a specified amount of common stock at the lesser of 85% of the average selling price on the offering date or 85% of the average selling price on the exercise date.
 The following table summarizes stock issuance positions for the Stock Purchase Plans at December 31, 2004:
         
  Shares Originally Shares Available
  Reserved for for Future
  Issuance Awards
     
  (In thousands)
Belden Inc. 2003 Employee Stock Purchase Plan  1,200   1,200 
Belden Inc. 1994 Employee Stock Purchase Plan  1,300    
      The following table summarizes the Company’s activity and related information regarding the Stock Purchase Plans for the years ended December 31, 2004, 2003 and 2002:
                     
      Shares Participants Exercise Price
Offering Plan Exercise Date Purchased Acquiring Shares per Share
           
 2001  Belden 1994 Employee Stock Purchase Plan  December 6, 2002   131,169   752  $13.46 
 2002  Belden 1994 Employee Stock Purchase Plan  December 5, 2003   177,920   831  $11.74 
 2003  Belden 1994 Employee Stock Purchase Plan  December 6, 2004(1)  (1)  (1) $ — 
                
(1) The 2003 Offering under the Belden Inc. 2003 Employee Stock Purchase Plan was cancelled on July 15, 2004 due to the Merger.
At July 15, 2004, participants in the Company’s Belden 2003 Employee Stock Purchase Plan held rights to purchase approximately 0.1 million shares of the Company’s common stock at $14.92 per share. The Company’s Belden 2003 Employee Stock Purchase Plan provides that, in the event of a change of control such as the Merger, the Company’s Board of Directors may cancel any stock purchase right by paying in cash to a participant an amount equal to the excess of the fair market value of the Company’s common stock on the date of said cancellation over the offering date price per share times the number of shares covered by the cancelled stock purchase right. The fair market value of the Company’s common stock on the consummation date of the merger between Belden and CDT was $20.69 per share. The Company recognized $0.4 million of compensation expense during the third quarter of 2004 related to the cancellation of stock purchase rights granted under its Belden 2003 Employee Stock Purchase Plan.
 
The Belden Inc. 1993 Employee Stock Purchase Plan expired by its own term in September 2003 and no future purchase rights are available under this plan. Pursuant to the Merger Agreement, the Belden Inc. 2003 Employee Stock Purchase Plan was terminated on July 15, 2004.
Note 17:18:  Stockholder Rights Plan
 
Under the Company’s Stockholder Rights Plan, each share of common stock generally has “attached” to it one preferred share purchase right. Each right, when exercisable, entitles the holder to purchase 1/1000th of a share of the Company’s Junior Participating Preferred Stock Series A at a purchase price of $150.00

88


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
(subject (subject to adjustment). Each 1/1000th of a share of Series A Junior Participating Preferred Stock will be substantially equivalent to one share of common stock and will be entitled to one vote, voting together with the shares of common stock. The rights will become exercisable only if, without the prior approval of the Board of Directors, a person or group of persons acquires or announces the intention to acquire 20% or more of the common stock. If the Company is acquired through a merger or other business combination transaction, each right will entitle the holder to purchase $300.00 worth of the surviving company’s common stock for $150.00 (subject to adjustment). In addition, if a person or group of persons acquires 20% or more of the common stock, each right not owned by the 20% or greater shareholder would permit the holder to purchase $300.00 worth of common stock for $150.00 (subject to adjustment). The rights are redeemable, at the option of the Company, at $.01 per right at any time prior to an announcement of a beneficial owner of 20% or more of the common stock then outstanding. The rights expire on December 11, 2006.
Note 18:Unconditional Purchase Obligation
      At December 31, 2004, the Company was committed to purchase approximately 0.9 million pounds of copper at an aggregate cost of $1.4 million. At December 31, 2004, the fixed cost of this purchase was less than $0.1 million under the market cost that would be incurred on a spot purchase of the same amount of copper. The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange. This commitment matured in the first quarter of 2005.
Note 19:Operating Leases
 
Operating lease expense incurred primarily for office space, machinery and equipment by the Company’s continuing operations was $8.9$12.5 million, $5.3$8.6 million and $5.0$5.4 million in 2005, 2004 2003 and 2002,2003, respectively. Operating lease charges incurred by the Company’s discontinued operations were $0.6less than $0.4 million, $0.2


89


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

$0.6 million and $0.3 million in 2005, 2004 2003 and 2002,2003, respectively. These charges are included in loss from discontinued operations in the Consolidated Statements of Operations.
 
Minimum annual lease payments for noncancelable operating leases in effect at December 31, 20042005 are as follows:
         
  Continuing Discontinued
  Operations Operations
     
  (In thousands)
2005 $5,278  $440 
2006  3,320   275 
2007  2,250   95 
2008  1,537   45 
2009  1,164   28 
Thereafter  546   5 
       
  $14,095  $888 
       

89


Belden CDT Inc.
     
  (In thousands) 
 
2006 $6,224 
2007  3,795 
2008  2,570 
2009  1,443 
2010  563 
Thereafter  30 
     
  $14,625 
     
Notes to Consolidated Financial Statements — (Continued)
Note 20:Major Customers, Concentrations of Credit and Fair Value of Financial Instruments
Major CustomersMarket Concentrations and Risks
 
Major Customers
The following table presents revenues generated from sales to the Company’s two major customers for the years ended December 31, 2004, 2003 and 2002.customers. Both of the Company’s segments report revenues from Customer 1.Anixter International, Inc. Only the Networking segment reports revenues from Customer 2.British Telecom plc.
                           
  2004  2003  2002
         
    Percent of Total    Percent of Total    Percent of Total
Years Ended December 31, Amount Revenues  Amount Revenues  Amount Revenues
               
  (In thousands, except % data)
Customer 1 $197,345   20%  $118,627   19%  $128,336   20%
Customer 2  94,604   10%   62,714   10%   56,628   9%
                         
  2005  2004  2003 
     Percent of Total
     Percent of Total
     Percent of Total
 
Years Ended December 31,
 Amount  Revenues  Amount  Revenues  Amount  Revenues 
  (In thousands, except % data) 
 
Anixter International, Inc. $216,104   16% $197,345   20% $118,627   19%
British Telecom plc  100,462   7%  94,604   10%  62,714   10%
Concentrations of Credit
 
Concentrations of Credit
The Company sells its products to many customers in several markets across multiple geographic areas. The ten largest customers, primarily the larger distributors and communications companies, constitute in aggregate approximately 52%42%, 50%52% and 50% of revenues in 2005, 2004 2003 and 2002,2003, respectively.
 The Company recognized total bad debt expense of $0.7 million, $0.8 million and $1.8 million during 2004, 2003 and 2002, respectively.
The following table reflects the receivables that represent the only significant concentrations of credit to which the Company was exposed at December 31, 2004 and 2003.exposed. Historically, these customers generally pay all outstanding receivables within thirty to sixty days of invoice receipt.
                  
  2004  2003
      
    Percent of Net    Percent of Net
December 31, Amount Receivables  Amount Receivables
          
  (In thousands, except % data)
Receivable 1 $23,006   13%  $15,262   18%
Receivable 2  12,971   7%   4,850   6%
Receivable 3  11,746   7%   8,990   10%
              
Total $47,723   27%  $29,062   34%
              
                 
  2005  2004 
     Percent of Net
     Percent of Net
 
December 31,
 Amount  Receivables  Amount  Receivables 
  (In thousands, except % data) 
 
Anixter International, Inc.  $29,300   15% $23,006   13%
British Telecom plc  21,064   11%  11,746   7%
Graybar Electric Company, Inc.   13,183   7%  12,971   7%
                 
Total $63,547   33% $47,723   27%
                 
Fair Value of Financial Instruments


90


 
Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Labor
Approximately 41% of the Company’s labor force is covered by collective bargaining agreements at various locations around the world. Approximately 39% of the Company’s labor force is covered by collective bargaining agreements that the Company expects to renegotiate during 2006.
International Operations
The carrying amounts of net assets belonging to the Company’s international operations were as follows:
         
December 31,
 2005  2004 
  (In thousands) 
 
Europe $211,841  $248,326 
Canada  108,830   84,604 
Rest of World  (22,182)  (17,704)
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, debt instruments and interest rate swap agreements. At December 31, 2004 and 2003, theThe book values of cash and cash equivalents, trade receivables, trade payables and, at December 31, 2004, interest rate swap agreements are considered representative of their respective fair values. The book value of the Company’s debt instruments at December 31, 20042005 was $248.5$231.1 million. The fair value of the debt instruments at December 31, 20042005 was approximately $300.3$281.7 million estimated on a discounted cash flow basis using currently obtainable rates for similar financing. Included in this amount was the $161.8an estimated $160.6 million fair value of convertible subordinated debentures with a face value of $110.0 million assumed in the Merger. The Company has determined the fair value premium related to these debentures resulted not from the debentures themselves, but from the conversion option embedded within the debentures.million. The fair value premium of $39.9 million related to these debentures as of the effective date of the Merger, has been recorded in accordance with SFAS No. 141which related to the conversion option embedded within the debentures, was recognized as an increase to both additional paid in capital and goodwill.

90


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Note 21:Contingent Liabilities
General
 
General
Various claims are asserted against the Company in the ordinary course of business including those pertaining to income tax examinations and product liability, customer, employment, vendor and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on the financial position, results of operations or cash flow of the Company.
Letters of Credit, Guarantees and Bonds
Letters of Credit, Guarantees and Bonds
 
At December 31, 2004,2005, the Company was party to unused standby letters of credit and unused bank guarantees totaling $9.8$10.6 million and $5.4$5.2 million, respectively. The Company also maintains bonds totaling $3.3$4.5 million in connection with workers compensation self-insurance programs in several states, taxation in Canada, retirement benefits in Germany and the importation of product into the United States and Canada.
Severance and Other Related Benefits
Severance and Other Related Benefits
 
On October 29, 2003, the Company completed the sale of part of its business in Germany to a management-led buyout group. The Company will retainretained liability for severance and other related benefits estimated at $1.7$0.9 million on December 31, 20042005 in the event the buyout group terminates transferred employees within three years of the buyout date. The severance and other related benefits amounts are reduced based upon the transferred employees’ duration of employment with the buyout group. The Company will be relieved of any remaining contingent liability related to the transferred employees on the third anniversary of the buyout date.


91


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Note 22:  Intercompany Guarantees
      An intercompany guarantee is a contingent commitment issued by either the Company or one of its subsidiaries to guarantee the performance of either the Company or one of its subsidiaries to a third party in a borrowing arrangement or similar transaction. The terms of these intercompany guarantees are equal to the terms of the related borrowing arrangements or similar transactions and range from 1 year to 12 years. The only intercompany guarantees outstanding at December 31, 2004 are the guarantees executed by Belden Wire & Cable Company and Belden Communications Company related to the $136.0 million indebtedness of Belden Inc. under various medium-term note purchase agreements and the guaranty executed by Belden Inc. related to $4.1 million of potential indebtedness under an overdraft line of credit between Belden Wire & Cable B.V. and its local cash management bank. The maximum potential amount of future payments the Company or its subsidiaries could be required to make under these intercompany guarantees at December 31, 2004 is $140.1 million. In accordance with the scope exceptions provided by FASB Interpretation No. 45,Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, the Company has not measured and recorded the carrying values of these guarantees in its Consolidated Financial Statements. The Company also does not hold collateral to support these guarantees.
Note 22:IndustryBusiness Segments and Geographic Information
 
The Company conducts its operations through two business segments — the Electronics segment and the Networking segment.Networking. The Electronics segment designs, manufactures and markets metallic and fiber optic cable products primarily with industrial, video/sound/security and transportation/defense applications. These products are sold principally through distributors or directly to systems integrators and original equipment manufacturers (OEMs(OEMs)). The Networking segment designs, manufactures and markets metallic cable, fiber optic cable, connectivity and certain other non-cable products primarily with networking/communications

91


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
applications. These products are sold principally through distributors or directly to systems integrators, OEMs and large telecommunications companies.
 
The Company evaluates business segment performance and allocates resources based on operating earningsincome before interest and income taxes. Operating earningsincome of the two principal business segments include all the ongoing costs of operations. Allocations to or from these business segments are not significant. Transactions between the business segments are conducted on an arms-length basis. With the exception of certain unallocated tax assets, substantially all the business assets are utilized by the business segments.
Business Segment Information
Effective January 1, 2005, the Company began accounting for all internal sourcing of product between its business segments as affiliate sales and directed any business segment that sold product it had sourced from an affiliate to recognize profit applicable to both the manufacturing and selling efforts. In prior years, a business segment that sold product it had sourced from an affiliate only recognized profit margin applicable to the selling effort. The Company made this change as a result of increased transactions between its business segments largely resulting from the Merger. The Company believes this change provides more useful information for purposes of making decisions about allocating resources to the business segments and assessing their performance. The Company has reclassified the business segment information presented for the years ended December 31, 2004 and 2003 to reflect business segment performance as if the Company had implemented this new accounting procedure effective January 1, 2003.
 
Business Segment Information
Amounts reflected in the column entitled F&A in the tables below represent corporate headquarters operating, treasury and income tax expenses, corporate assets, and corporate investment in certain affiliates. Amounts reflected in the eliminationcolumn entitled Eliminations in the tables below represent the eliminations of affiliate revenues, andaffiliate cost of sales.sales, and certain investments in affiliates.
                 
Year Ended December 31, 2004 Electronics Networking F&A Consolidated
         
  (In thousands)
External customer revenues $604,372  $361,802  $  $966,174 
Intersegment revenues  34,238   3,105   (37,343)   
Depreciation & amortization  23,019   7,154   319   30,492 
Asset impairment expense  8,871         8,871 
Segment operating earnings/(loss)  47,319   19,925   (24,480)  42,764 
Interest expense        12,881   12,881 
Net income/(loss) before taxes  48,751   19,854   (37,361)  31,244 
Segment identifiable assets(1)  665,897   357,474   300,945   1,324,316 
Acquisition of property, plant & equipment(2)  6,957   4,319   19   11,295 
 
                     
Year Ended December 31, 2005
 Electronics  Networking  F&A  Eliminations  Consolidated 
  (In thousands) 
 
External customer revenues $798,986  $553,145  $  $  $1,352,131 
Affiliate revenues  94,790   14,449      (109,239)   
Total revenues  893,776   567,594      (109,239)  1,352,131 
Depreciation and amortization  (25,923)  (14,307)  (239)     (40,469)
Asset impairment     (10,449)  (2,400)     (12,849)
Operating income (loss)  108,899   13,023   (30,767)  (23,004)  68,151 
Interest expense, net        (10,091)     (10,091)
Income (loss) from continuing operations before taxes  108,374   12,849   (40,858)  (23,004)  57,361 
Identifiable assets(1)  688,152   332,836   620,272   (355,313)  1,285,947 
Acquisition of property, plant and equipment(1)  17,449   5,945   395      23,789 
(1) Excludes assets of discontinued operations
(2) Excludes acquisition of property, plant and equipment by discontinued operations


92


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
                 
Year Ended December 31, 2003 Electronics Networking F&A Consolidated
         
  (In thousands)
External customer revenues $428,066  $196,040  $  $624,106 
Intersegment revenues  30,739   1,872   (32,611)   
Depreciation & amortization  18,831   3,944   260   23,035 
Asset impairment expense  352         352 
Segment operating earnings/(loss)  29,657   10,201   (12,637)  27,221 
Interest (income)/expense        12,571   12,571 
Net income/(loss) before taxes  29,657   10,201   (25,208)  14,650 
Segment identifiable assets(1)  333,928   111,431   124,882   570,241 
Acquisition of property, plant & equipment(2)  8,953   1,029      9,982 

                     
Year Ended December 31, 2004
 Electronics  Networking  F&A  Eliminations  Consolidated 
  (In thousands) 
 
External customer revenues $604,372  $361,802  $  $  $966,174 
Affiliate revenues  81,055   3,105      (84,160)   
Total revenues  685,427   364,907      (84,160)  966,174 
Depreciation and amortization  (23,019)  (7,154)  (319)     (30,492)
Asset impairment  (8,871)           (8,871)
Operating income (loss)  54,100   24,726   (24,534)  (11,528)  42,764 
Interest expense, net        (12,881)     (12,881)
Income (loss) from continuing operations before taxes  55,532   24,655   (37,415)  (11,528)  31,244 
Identifiable assets(1)  665,897   357,474   436,185   (132,238)  1,327,318 
Acquisition of property, plant and equipment(1)  6,957   4,319   19      11,295 

 
                     
Year Ended December 31, 2003
 Electronics  Networking  F&A  Eliminations  Consolidated 
  (In thousands) 
 
External customer revenues $428,066  $196,040        $624,106 
Affiliate revenues  30,739   1,872      (32,611)   
Total revenues  458,805   197,912      (32,611)  624,106 
Depreciation and amortization  (18,831)  (3,944)  (260)     (23,035)
Asset impairment  (352)           (352)
Operating income (loss)  29,657   10,201   (10,332)  (2,305)  27,221 
Interest expense, net        (12,571)     (12,571)
Income (loss) from continuing operations before taxes  29,657   10,201   (22,903)  (2,305)  14,650 
Identifiable assets(1)  333,928   111,431   250,659   (125,777)  570,241 
Acquisition of property, plant and equipment(1)  8,953   1,029         9,982 
(1)Excludes assets of discontinued operations
(2) Excludes acquisition of property, plant and equipment by discontinued operations
                 
Year Ended December 31, 2002 Electronics Networking F&A Consolidated
         
  (In thousands)
External customer revenues $431,274  $201,809  $  $633,083 
Intersegment revenues  13,999   1,773   (15,772)   
Depreciation & amortization  22,994   4,383   266   27,643 
Asset impairment expense  10,060   7,970      18,030 
Segment operating earnings/(loss)  20,043   10,618   (10,478)  20,183 
Interest expense        14,257   14,257 
Net income/(loss) before taxes  20,043   10,618   (24,735)  5,926 
Segment identifiable assets(1)  360,168   102,724   34,924   497,816 
Acquisition of property, plant & equipment(2)  17,447   2,524   7   19,978 
(1) Excludes assets of discontinued operations
(2) Excludes acquisition of property, plant and equipment by discontinued operations

93


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

 
Total segment operating earnings differincome differs from net income/income (loss) reported in the Consolidated Statements of Operations as follows:
              
Year Ended December 31, 2004  2003 2002
        
  (In thousands)
Total segment operating earnings $42,764   $27,221  $20,183 
Nonoperating earnings  (1,732)       
Minority interest  371        
Interest expense  12,881    12,571   14,257 
Income tax expense  15,891    4,493   5,935 
Income/(loss) from continuing operations  15,353    10,157   (9)
Loss from discontinued operations(1)  (417)   (71,768)  (15,126)
Gain on disposal of discontinued operations(2)  253        
           
Net income/(loss) $15,189   $(61,611) $(15,135)
           
 
             
Years Ended December 31,
 2005  2004  2003 
  (In thousands) 
 
Operating income $68,151  $42,764  $27,221 
Interest expense  (15,032)  (14,709)  (13,118)
Interest income  4,941   1,828   547 
Minority interest  (699)  (371)   
Gain on disposal of assets     1,732    
Income tax expense  (24,719)  (15,891)  (4,493)
Income from continuing operations  32,642   15,353   10,157 
Loss from discontinued operations(1)  (247)  (417)  (71,768)
Gain on disposal of discontinued operations(2)  15,163   253    
             
Net income (loss) $47,558  $15,189  $(61,611)
             
(1)Net of income tax benefit of $3,261, $17,536 $40,371 and $8,913,$40,371, respectively
 
(2)Net of income tax expense of $8,529 and $142, respectively
Geographic Information
Product and Service Group Information
 
It is currently impracticable for all of the Company’s operations to capture and report external customer revenues for each group of similar products and services.
Geographic Information
The following table identifies revenues by country based on the location of the customer and long-lived assets by country based on physical location.
                          
  United   United Continental Rest of  
  States Canada Kingdom Europe World Total
             
  (In thousands)
Year ended December 31, 2004                        
 Revenues $494,173  $81,445  $131,663  $168,784  $90,109  $966,174 
 Percent of total revenues  51%  8%  14%  18%  9%  100%
 Long-lived assets(1) $368,317  $56,476  $150,075  $133,648  $620  $709,136 
Year ended December 31, 2003                        
 Revenues $314,603  $51,794  $82,623  $102,637  $72,449  $624,106 
 Percent of total revenues  50%  8%  13%  17%  12%  100%
 Long-lived assets(1) $146,130  $14,712  $28,800  $67,372  $536  $257,550 
Year ended December 31, 2002                        
 Revenues $337,830  $49,219  $84,081  $89,967  $71,986  $633,083 
 Percent of total revenues  53%  8%  13%  14%  12%  100%
 Long-lived assets(1) $171,903  $11,756  $27,982  $63,617  $3,463  $278,721 
 
                         
  United
     United
  Continental
  Rest of
    
  States  Canada  Kingdom  Europe  World  Total 
  (In thousands) 
 
Year ended December 31, 2005 Revenues $690,344  $137,488  $159,622  $252,752  $111,925  $1,352,131 
Percent of total revenues  51%  10%  12%  19%  8%  100%
Long-lived assets(1) $353,087  $52,674  $142,288  $106,818  $303  $655,170 
Year ended December 31, 2004 Revenues $494,173  $81,445  $131,663  $168,784  $90,109  $966,174 
Percent of total revenues  51%  8%  14%  18%  9%  100%
Long-lived assets(1) $368,317  $56,476  $150,075  $133,648  $620  $709,136 
Year ended December 31, 2003 Revenues $314,603  $51,794  $82,623  $102,637  $72,449  $624,106 
Percent of total revenues  50%  8%  13%  17%  12%  100%
Long-lived assets(1) $146,130  $14,712  $28,800  $67,372  $536  $257,550 
(1)Excludes long-lived assets of discontinued operations


94


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)

Note 23: Quarterly Operating Results (unaudited)
                           
  1st Quarter  2nd Quarter
      
    Change in      Change in  
  As Originally Inventory    As Originally Inventory  
2004 (By Quarter) Reported Costing Method As Restated  Reported Costing Method As Restated
              
  (In thousands, except per share amounts)
Revenues $170,103  $  $170,103   $184,307  $  $184,307 
Gross profit  32,283   1,815   34,098    33,194   911   34,105 
Operating earnings  7,054   1,815   8,869    8,965   911   9,876 
Income from continuing operations  2,644   1,119   3,763    5,634   561   6,195 
Loss from discontinued operations  (1,496)     (1,496)   (5,823)     (5,823)
Gain on disposal of discontinued operations            3,020      3,020 
Net income  1,148   1,119   2,267    2,831   561   3,392 
Basic earnings/(loss) per share:                         
 Continuing operations $.10  $.05  $.15   $.22  $.02  $.24 
 Discontinued operations  (.06)     (.06)   (.23)     (.23)
 Disposal of discontinued operations            .12      .12 
 Net income/(loss)  .04   .05   .09    .11   .02   .13 
Diluted earnings/(loss) per share:                         
 Continuing operations $.10  $.05  $.15   $.22  $.02  $.24 
 Discontinued operations  (.06)     (.06)   (.23)     (.23)
 Disposal of discontinued operations            .12      .12 
 Net income/(loss)  .04   .05   .09    .11   .02   .13 
Note 23:  Quarterly Operating Results (unaudited)
                     
2005
 1st  2nd  3rd (1)  4th  Year 
  (In thousands, except per share amounts) 
 
Number of days in quarter  86   91   91   97   365 
Revenues $309,111  $337,701  $342,389  $362,930  $1,352,131 
Gross profit  65,131   75,214   76,345   68,434   285,124 
Operating income  16,201   18,734   14,774   18,442   68,151 
Income from continuing operations  8,524   10,546   6,078   7,494   32,642 
Income (loss) from discontinued operations  (1,881)  (544)  (13)  2,191   (247)
Gain on disposal of discontinued operations  6,400   8,763         15,163 
Net income  13,043   18,765   6,065   9,685   47,558 
Basic income (loss) per share:                    
Continuing operations $.18  $.22  $.13  $.17   .72 
Discontinued operations  (.04)  (.01)     .05   (.01)
Disposal of discontinued operations  .14   .19         .33 
Net income (loss)  .28   .40   .13   .22   1.04 
Diluted income (loss) per share:                    
Continuing operations $.17  $.21  $.13  $.16   .68 
Discontinued operations  (.03)  (.01)     .05   (.01)
Disposal of discontinued operations  .12   .16         .29 
Net income (loss)  .26   .36   .13   .21   .96 
                     
2004
 1st  2nd  3rd (2)  4th  Year 
  (In thousands, except per share amounts) 
 
Number of days in quarter  88   91   91   96   366 
Revenues $170,103  $184,307  $281,454  $330,310  $966,174 
Gross profit  34,135   34,068   53,211   78,659   200,073 
Operating income (loss)  8,922   9,823   (3,187)  27,206   42,764 
Income (loss) from continuing operations  3,796   6,162   (3,201)  8,596   15,353 
Income (loss) from discontinued operations  (1,496)  (5,823)  (2,809)  9,711   (417)
Gain (loss) on disposal of discontinued operations     3,020   (1,529)  (1,238)  253 
Net income (loss)  2,300   3,359   (7,539)  17,069   15,189 
Basic earnings (loss) per share:                    
Continuing operations $.15  $.24  $(.08) $.18   .43 
Discontinued operations  (.06)  (.23)  (.07)  .21   (.01)
Disposal of discontinued operations     .12   (.03)  (.03)  .01 
Net income (loss)  .09   .13   (.18)  .36   .43 
Diluted earnings (loss) per share:                    
Continuing operations $.15  $.24  $(.08) $.17   .43 
Discontinued operations  (.06)  (.23)  (.07)  .18   (.01)
Disposal of discontinued operations     .12   (.03)  (.02)  .01 
Net income (loss)  .09   .13   (.18)  .33   .43 


95


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
                   
  3rd Quarter  4th Quarter
      
    Change in     
  As Originally Inventory     
2004 (By Quarter) Reported Costing Method As Restated   
          
  (In thousands, except per share amounts)
Revenues $281,454  $  $281,454   $330,310 
Gross profit  53,418   (207)  53,211    78,659 
Operating earnings/(loss)  (2,980)  (207)  (3,187)   27,207 
Income/(loss) from continuing operations  (3,073)  (128)  (3,201)   8,598 
Gain/(loss) from discontinued operations  (2,809)     (2,809)   9,713 
Loss on disposal of discontinued operations  (1,529)     (1,529)   (1,238)
Net income/(loss)  (7,411)  (128)  (7,539)   17,073 
Basic earnings/(loss) per share:                 
 Continuing operations $(.07) $(.01) $(.08)  $.18 
 Discontinued operations  (.07)     (.07)   .21 
 Disposal of discontinued operations  (.03)     (.03)   (.03)
 Net income/(loss)  (.17)  (.01)  (.18)   .36 
Diluted earnings/(loss) per share:                 
 Continuing operations $(.07) $(.01) $(.08)  $.17 
 Discontinued operations  (.07)     (.07)   .18 
 Disposal of discontinued operations  (.03)     (.03)   (.02)
 Net income/(loss)  (.17)  (.01)  (.18)   .33 
                                   
  1st Quarter  2nd Quarter
      
    Change in Minimum      Change in Minimum  
  As Inventory Requirements    As Inventory Requirements  
  Originally Costing Contract As  Originally Costing Contract As
2003 (By Quarter) Reported Method Accounting(1) Restated  Reported Method Accounting(1) Restated
                  
  (In thousands, except per share amounts)
Revenues $153,317  $  $  $153,317   $153,800  $  $  $153,800 
Gross profit  28,890   547      29,437    28,135   147      28,282 
Operating earnings  5,393   547      5,940    4,586   147      4,733 
Income from continuing operations  1,236   337      1,573    515   90      605 
Loss from discontinued operations  (3,534)        (3,534)   (1,268)        (1,268)
Net income/(loss)  (2,298)  337      (1,961)   (753)  90      (663)
Basic earnings/(loss) per share:                                 
 Continuing operations $.05  $.01  $  $.06   $.02  $  $  $.02 
 Discontinued operations  (.14)        (.14)   (.05)        (.05)
 Net income/(loss)  (.09)  .01      (.08)   (.03)        (.03)
Diluted earnings/(loss) per share:                                 
 Continuing operations $.05  $.01  $  $.06   $.02  $  $  $.02 
 Discontinued operations  (.14)        (.14)   (.05)        (.05)
 Net income/(loss)  (.09)  .01      (.08)   (.03)        (.03)

96


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
 
(1) Reclassification of income recognized on minimum requirements contract from discontinued operations to continuing operations
                                   
  3rd Quarter  4th Quarter
      
    Change in Minimum      Change in Minimum  
  As Inventory Requirements    As Inventory Requirements  
  Originally Costing Contract As  Originally Costing Contract As
2003 (By Quarter) Reported Method Accounting(1) Restated  Reported Method Accounting(1) Restated
                  
  (In thousands, except per share amounts)
Revenues $155,297  $  $  $155,297   $161,692  $  $  $161,692 
Gross profit  31,123   251      31,374    32,472   (2,258)     30,214 
Operating earnings/(loss)  6,676   251      6.927    8,896   (2,258)  2,983   9,621 
Income/(loss) from continuing operations  3,584   155      3,739    3,794   (1,463)  1,909   4,240 
Loss from discontinued operations  (2,751)        (2,751)   (62,306)     (1,909)  (64,215)(2)
Net income/(loss)  833   155      988    (58,512)  (1,463)     (59,975)(2)
Basic earnings/(loss) per share:                                 
 Continuing operations $.14  $.01  $  $.15   $.15  $(.06) $.08  $.17 
 Discontinued operations  (.11)        (.11)   (2.47)     (.08)  (2.55)(2)
 Net income/(loss)  .03   .01      .04    (2.32)  (.06)     (2.38)(2)
Diluted earnings/(loss) per share:                                 
 Continuing operations $.14  $.01  $  $.15   $.15  $(.06) $.08  $.17 
 Discontinued operations  (.11)        (.11)   (2.45)     (.08)  (2.53)(2)
 Net income/(loss)  .03   .01      .04    (2.30)  (.06)     (2.36)(2)
(1) Reclassification of income recognized on minimum requirements contract from discontinued operations to continuing operations
(2) Includes asset impairment expense totaling $92.4 million
Note 24:Minimum Requirements Contracts
      The Company had a contractual (“take-or-pay”) agreement with a Networking segment customer that required the customer to purchase minimum quantities of product from the Company or pay the Company compensation according to contractual terms through 2002.
(1)• During 2002, the customer did not make the minimum required purchases and the Company was entitled to receive compensation according to the terms of the agreement. As a result, the Company recorded $8.1 million in other operating earnings that represented $9.5 million in “take-or-pay” compensation net of a $1.4 million charge to write off inventory reserved for the customer. This $9.5 million receivable as of December 31, 2002 was paid in January 2003.Includes asset impairment totaling $12.8 million.
 
(2)• This agreement terminated on December 31, 2002.Includes asset impairment totaling $8.9 million.
 
Note 24:  Minimum Requirements Contract Income
The Company hashad a second contractual (“sales“sales incentive”) agreement with the samea Networking segment customer that requires the customer to purchase quantities of product from the Company generating at a minimum $3.0 million in gross profit per annum or pay the Company compensation according to contractual terms through December 31, 2005. During each of the years 2005, 2004 and 2003, the customer did not make the minimum required purchases and the Company was entitled to receive compensation according to the terms of the agreement. As a result, the Company recognized $3.0 million in operating income in the fourth quarter of 2005, 2004 and 2003. The contract expired upon receipt of the 2005 payment.
• During 2004, the customer did not make the minimum required purchases and the Company was entitled to receive compensation according to the terms of the agreement. As a result, the Company recorded $3.0 million in other operating earnings as “sales incentive” compensation. As of the Annual

97
96


Belden CDT Inc.
Notes to Consolidated Financial Statements — (Continued)
Report on Form 10-K filing date, the customer has not paid this $3.0 million receivable as of December 31, 2004.
• During 2003, the customer did not make the minimum required purchases and the Company was entitled to receive compensation according to the terms of the agreement. As a result, the Company recorded $3.0 million in other operating earnings as “sales incentive” compensation. This $3.0 million receivable as of December 31, 2003 was paid in January 2004.
• During 2002, the customer did not make the minimum required purchases and the Company was entitled to receive compensation according to the terms of the agreement. As a result, the Company recorded $3.0 million in other operating earnings as “sales incentive” compensation. This $3.0 million receivable as of December 31, 2002 was paid in January 2003.
• In February 2002, the customer prepaid $1.5 million of “sales incentive” compensation as required by the agreement. The Company recorded the $1.5 million received as deferred revenue in the Consolidated Financial Statements.

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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
Item 9A.Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
 
As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officeofficer and principal financial officer, of the Company’s disclosure controls and procedures (as defined inRules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (theExchange Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
 There
During the fourth quarter of 2005, the Company experienced the departure of key financial personnel at one of its business units. As a result of those departures, the Company identified a material weakness at that business unit that was no change in the Company’s internalremediated by implementing additional manual control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.procedures and reassigning duties of remaining personnel until appropriate replacement personnel are hired.
Management’s Report on Internal Control Overover Financial Reporting
 
The management of Belden CDT is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange ActRules 13a-15(f) and15d-15(f).
 
Belden CDT management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. That evaluation excluded the business operations of CDT acquired in 2004. The acquired business operations excluded from the company’s evaluation constituted $434 million of the company’s total assets at December 31, 2004 and $247 million and $25 million of the company’s revenues and operating income, respectively, for the year ended December 31, 2004.2005. In conducting its evaluation, Belden CDT’sCDT management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control — Integrated Framework.Framework. Based on that evaluation, the Company’s management believes the Company’s internal control over financial reporting was effective as of December 31, 2004.2005.
 
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 20042005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report that is included below.follows.


97

99


Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Belden CDT Inc.
 
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Belden CDT Inc. maintained effective internal control over financial reporting as of December 31, 2004,2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Belden CDT Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
 As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Cable Design Technologies (CDT), a business acquired in 2004, which is included in the 2004 consolidated financial statements of Belden CDT Inc. and constituted $434 million of total assets as of December 31, 2004, and $247 million and $25 million of revenues and operating income, respectively, for the year then ended. Our audit of internal control over financial reporting of Belden CDT Inc. also did not include an evaluation of the internal control over financial reporting of CDT.
In our opinion, management’s assessment that Belden CDT Inc. maintained effective internal control over financial reporting as of December 31, 2004,2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Belden CDT Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,2005, based on the COSO criteria.

100


 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Belden CDT Inc. as of December 31, 20042005 and 2003,2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004,2005, and our report dated March 29, 2005,8, 2006, expressed an unqualified opinion thereon.
/s/Ernst & Young LLP
St. Louis, Missouri
March 29, 20058, 2006


98

101


Item 9B.Other Information
 
None.
PART III
Item 10.Directors and Executive Officers of Registrant
 
Information regarding directors is incorporated herein by reference to “Matters to Be Voted On: Item 1 — Election of Directors,” as described in the Proxy Statement. Information regarding executive officers is set forth in Part I herein under the heading “Executive Officers.” The additional information required by this Item is incorporated herein by reference to “Board Structure and Compensation” (opening paragraph and table), “Board Structure and Compensation — Audit Committee,” “Beneficial Ownership Table of Directors, Nominees and Executive Officers — Section 16(a) Beneficial Ownership Reporting Compliance” and “Board Structure and Compensation — Nominating and Corporate Governance Committee” as described in the Proxy Statement.
Item 11.Executive Compensation
 
Incorporated herein by reference to “Executive Compensation” and “Director Compensation” as described in the Proxy Statement.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
 
Incorporated herein by reference to “Equity Compensation Plan Information” and “Stock Ownership of Certain Beneficial Owners and Management” as described in the Proxy Statement.
Item 13.Certain Relationships and Related Transactions
 
Incorporated herein by reference to “Certain“Executive Compensation — Certain Relationships and Related Transactions” under “Executive Compensation” as described in the Proxy Statement.
Item 14.Principal Accountant Fees and Services
 
Incorporated herein by reference to “Committees:“Board Structure and Compensation — Fees to Independent Registered Public Accountants for 20042005 and 2003”2004” and “Board Structure and Compensation — Audit Committee’s Pre-Approval Policies and Procedures” as described in the Proxy Statement.
PART IV
Item 15.Exhibits and Financial Statement Schedules
 
(a) Documents filed as part of this Report:
      1. Financial Statements
Report of Independent Registered Public Accounting Firm
1. Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2005 and December 31, 2004
Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2005
Consolidated Cash Flow Statements for Each of the Three Years in the Period Ended December 31, 2005
Consolidated Stockholders’ Equity Statements for Each of the Three Years in the Period Ended December 31, 2005
Notes to Consolidated Financial Statements


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47
48
49
50
51
52

102


2. Financial Statement Schedule
      2. Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts
                          
    Charged to        
  Beginning Costs and Divestures/ Write Currency Ending
  Balance Expenses Acquisitions Offs Movement Balance
             
  (In thousands)
Accounts Receivable —
                        
 
Allowance for Doubtful Accounts:
                        
Year ended December 31, 2004 $2,683  $706  $3,704  $(1,681) $206  $5,618 
Year ended December 31, 2003  2,536   819      (681)  9   2,683 
Year ended December 31, 2002  6,312   1,776      (5,552)     2,536 
Inventories —
                        
 
Obsolescence and Other Valuation Allowances:
                        
Year ended December 31, 2004 $3,763  $3,013  $19,360  $(5,001) $1,556  $22,691 
Year ended December 31, 2003  7,953   4,310   (757)  (8,066)  323   3,763 
Year ended December 31, 2002  2,082   6,253   3,527   (3,909)     7,953 
 
                             
     Charged to
                
  Beginning
  Costs and
  Divestures/
  Charge
     Currency
  Ending
 
  Balance  Expenses  Acquisitions  Offs  Recoveries  Movement  Balance 
  (In thousands) 
 
Accounts Receivable — Allowance for Doubtful Accounts:
                            
2005 $5,618  $708  $269  $(2,063) $(612) $(54) $3,866 
2004  2,683   706   3,704   (1,681)     206   5,618 
2003  2,536   819      (681)     9   2,683 
Inventories — Obsolescence and Other Valuation Allowances:
                            
2005 $22,691  $7,582  $  $(13,071) $  $(806) $16,396 
2004  3,763   3,013   19,360   (5,001)     1,556   22,691 
2003  7,953   4,310   (757)  (8,066)     323   3,763 
Deferred Income Tax Asset — Valuation Allowance:
                            
2005 $22,565  $5,510  $  $  $(476) $187  $27,786 
2004  9,792   9,473   3,370      (70)     22,565 
2003  6,805   3,473         (486)     9,792 
All other financial statement schedules not included in this Annual Report onForm 10-K have been omitted because they are not applicable.
      3. Exhibits The following exhibits are filed herewith or incorporated herein by reference.Documents indicated by an asterisk (*) are filed herewith; documents indicated by a double asterisk identify each management contract or compensatory plan. Documents not indicated by an asterisk are incorporated herein by reference to the document indicated.
     
Exhibit  
No. Description
   
 2.1 Agreement and Plan of Merger, dated as of February 4, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Cable Design Technologies Corporation (“CDT”) filed on February 5, 2004)
 
 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to CDT’s Registration Statement on Form S-4/ A, File Number 333-113875, filed on May 28, 2004)
 
 *3.1 Restated Certificate of Incorporation of the Company
 
 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 16, 2004)
 
 4.1 Rights Agreement dated as of December 11, 1996, between the Company and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C (incorporated by reference to Exhibit 1.1 to CDT’s Registration Statement on Form 8-A, File Number 000-22724, filed on December 11, 1996)
 
 4.2 Amendment to Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 4.3 Indenture, dated July 8, 2003, between the Company and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023 (incorporated by reference to Exhibit 4.3 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2003 filed on October 29, 2003)
3. Exhibits.  The following exhibits are filed herewith or incorporated herein by reference.Documents indicated by an asterisk (*) are filed herewith; documents indicated by a double asterisk identify each management contract or compensatory plan. Documents not indicated by an asterisk are incorporated herein by reference to the document indicated.
     
Exhibit No.
 
Description
 
 2.1 Agreement and Plan of Merger, dated as of February 4, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.1 to the Current Report onForm 8-K of Cable Design Technologies Corporation (“CDT”) filed on February 5, 2004)
     
   
 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to CDT’s Registration Statement onForm S-4/A, FileNumber 333-113875, filed on May 28, 2004)
     
   
 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004 filed on March 31, 2005)
     
   
 3.2 Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.01 to the Company’s Current Report onForm 8-K filed on December 6, 2005)
     
   
 4.1 Rights Agreement dated as of December 11, 1996, between the Company and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C (incorporated by reference to Exhibit 1.1 to the Registration Statement of Cable Design Technologies Corporation (“CDT”) onForm 8-A, File Number000-22724, filed on December 11, 1996)


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103


     
Exhibit  
No. Description
   
 
 4.4 Registration Rights Agreement, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.4 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2003 filed on October 29, 2003)
 
 4.5 Purchase Agreement, dated July 1, 2003, between the Company and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.5 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2003 filed on October 29, 2003)
 
 4.6 Form of 4.00% Convertible Subordinated Debenture due 2023 (included in the Indenture filed as Exhibit 4.3 above)
 
 4.7 Note Purchase Agreement, dated as of August 1, 1997, providing for up to $200,000,000 aggregate principal amount of Senior Notes issuable in series, with an initial series of Senior Notes in the aggregate principal amount of $75,000,000, between Belden Inc. as issuer and, as purchasers, Swanbird and Company, Mutual of Omaha Insurance Company, United of Omaha Life Insurance Company, Nationwide Mutual Insurance Company, State Farm Life Insurance Company, Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America, and Cudd and Company (incorporated by reference to Exhibit 4.4 to the Annual Report of Belden Inc. (“Belden”) on Form 10-K for the year ended December 31, 1997 filed on March 25, 1998)
 
 4.8 First Amendment to Note Purchase Agreement listed above as Exhibit 4.7, dated as of September 1, 1999 (incorporated by reference to Exhibit 4.5 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 4.9 Amended and Restated Series 1997-A Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Communications Company) dated as of September 1, 1999, pertaining to the First Amendment to Note Purchase Agreement listed above as Exhibit 4.8 (incorporated by reference to Exhibit 4.6 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 4.10 Note Purchase Agreement, dated as of September 1, 1999, providing for $125,000,000 aggregate principal amount of Senior Notes issuable in series, with three series of Senior Notes in the principal amounts of $64,000,000, $44,000,000, and $17,000,000, respectively, between Belden Inc. as issuer and, as purchasers, State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, United of Omaha Life Insurance Company, American United Life Insurance Company, The State Life Insurance Company, Ameritas Variable Life Insurance Company, Ameritas Life Insurance Corporation, Modern Woodmen of America, Woodmen Accident and Life Company, Chimebridge and Company and Pru and Company (incorporated by reference to Exhibit 4.7 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 4.11 Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Communications Company) dated as of September 1, 1999, pertaining to the Note Purchase Agreement listed above as Exhibit 4.10 (incorporated by reference to Exhibit 4.8 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 10.1 Asset Transfer Agreement by and between Cooper Industries, Inc. and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.2 Canadian Asset Transfer Agreement by and between Cooper Industries (Canada) Inc. and Belden (Canada) Inc. (incorporated by reference to Exhibit 10.11 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.3 Trademark License Agreement by and between Belden Wire & Cable Company and Cooper Industries, Inc. (incorporated by reference to Exhibit 10.2 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden Inc. (incorporated by reference to Exhibit 10.4 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
Exhibit No.
 
Description
 
 4.2 Amendment to Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 4.3 Indenture, dated July 8, 2003, between the Company and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023 (incorporated by reference to Exhibit 4.3 to CDT’s Annua Report onForm 10-K for the year ended July 31, 2003 filed on October 29, 2003)
     
   
 4.4 Registration Rights Agreement, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.4 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2003 filed on October 29, 2003)
     
   
 4.5 Purchase Agreement, dated July 1, 2003, between the Company and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.5 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2003 filed on October 29, 2003)
     
   
 4.6 Form of 4.00% Convertible Subordinated Debenture due 2023 (included in the Indenture filed as Exhibit 4.3 above)
     
   
 4.7 Note Purchase Agreement, dated as of August 1, 1997, providing for up to $200,000,000 aggregate principal amount of Senior Notes issuable in series, with an initial series of Senior Notes in the aggregate principal amount of $75,000,000, between Belden Inc. as issuer and, as purchasers, Swanbird and Company, Mutual of Omaha Insurance Company, Nationwide Mutual Insurance Company, State Farm Life Insurance Company, Gerlach and Company and Cudd and Company (incorporated by reference to Exhibit 4.4 to the Annual Report of Belden Inc. (“Belden”) onForm 10-K for the year ended December 31, 1997 filed on March 25, 1998)
     
   
 4.8 First Amendment to Note Purchase Agreement listed above as Exhibit 4.7, dated as of September 1, 1999 (incorporated by reference to Exhibit 4.5 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 4.9 Amended and RestatedSeries 1997-A Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Inc.) dated as of September 1, 1999, pertaining to the First Amendment to Note Purchase Agreement listed above as Exhibit 4.8 (incorporated by reference to Exhibit 4.6 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 4.10 Note Purchase Agreement, dated as of September 1, 1999, providing for $125,000,000 aggregate principal amount of Senior Notes issuable in series, with three series of Senior Notes in the principal amounts of $64,000,000, $44,000,000, and $17,000,000, respectively, between Belden Inc. as issuer and, as purchasers, State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, United of Omaha Life Insurance Company, American United Life Insurance Company, The State Life Insurance Company, Ameritas Variable Life Insurance Company, Modern Woodmen of America, Woodmen Accident and Life Company, Chimebridge and Company and Pru and Company (incorporated by reference to Exhibit 4.7 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 4.11 Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Inc.) dated as of September 1, 1999, pertaining to the Note Purchase Agreement listed above as Exhibit 4.10 (incorporated by reference to Exhibit 4.8 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 10.1 Asset Transfer Agreement by and between Cooper Industries, Inc. and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.2 Canadian Asset Transfer Agreement by and between Cooper Industries (Canada) Inc. and Belden (Canada) Inc. (incorporated by reference to Exhibit 10.11 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.3 Trademark License Agreement by and between Belden Wire & Cable Company and Cooper Industries, Inc. (incorporated by reference to Exhibit 10.2 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     


101

104


     
Exhibit  
No. Description
   
 
 10.5 Tax Sharing and Separation Agreement by and among Belden Inc., Cooper Industries, Inc., and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.6 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 **10.6 Change of Control Employment Agreements, dated as of July 31, 2001, between Belden Inc. and each of C. Baker Cunningham, Richard K. Reece, Cathy O. Staples and Kevin L. Bloomfield (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report on Form  10-Q for the quarter ended September 30, 2001 filed on November 13, 2001)
 
 **10.7 Change of Control Employment Agreement, dated as of April 15, 2002, between Belden Inc. and D. Larrie Rose, and Change of Control Employment Agreement, dated as of May 13, 2002, between Belden Inc. and Robert W. Matz (incorporated by reference to Exhibit 10.5 to Belden’s Current Report on Form 8-K filed on December 23, 2002)
 
 **10.8 Change of Control Employment Agreement, dated as of February 17, 2003, between Belden Inc. and Stephen H. Johnson (incorporated by reference to Exhibit 10.10 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
 
 **10.9 First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by the Company) and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert W. Matz, Stephen H. Johnson and Cathy O. Staples (incorporated by reference to Exhibits 10.13-10.19 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.10 Form of Change in Control Agreement dated October 6, 2003 between the Company and Ferdinand C. Kuznik, and form of Ferdinand C. Kuznik Restricted Stock Grant dated November 3, 2003 under the Supplemental Long-Term Performance Incentive Plan (incorporated by reference to Exhibits 10.22 and 10.23 to CDT’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2003 filed on December 15, 2003)
 
 **10.11 Form of Change in Control Agreement dated October 6, 2003 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibit 10.24 to CDT’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2003 filed on December 15, 2003)
 
 **10.12 Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by the Company) and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert Matz, Stephen H. Johnson and Cathy O. Staples (incorporated by reference to Exhibits 10.1-10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.13 Retention Award Letter Agreement dated July 8, 2004 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibits 10.8 and 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.14 Retention Agreement dated as of May 14, 2004 among the Company, Cable Design Technologies Inc. and Ferdinand C. Kuznik (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to CDT’s Registration Statement on Form S-4/ A, File Number 333-113875, filed on May 28, 2004)
 
 **10.15 Letter Agreement dated April 15, 2002 between Belden Inc. and Richard K. Reece (incorporated by reference to Exhibit 10.4 to Belden’s Current Report on Form 8-K filed on December 23, 2002)
 
 **10.16 Indemnification Agreement dated as of September 1, 2004 between the Company and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert Matz, Stephen H. Johnson, Cathy O. Staples, Robert Canny, Peter Sheehan, Christopher I. Byrnes, John M. Monter, Lorne D. Bain, Bernard G. Rethore, Bryan C. Cressey, Ferdinand C. Kuznik, Lance C. Balk, Michael F.O. Harris and Glenn Kalnasy (incorporated by reference to Exhibits 10.32-10.49 to the Company’s Quarterly Report on Form  10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.17 Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Belden’s Registration Statement on Form S-8, File Number 333-51088, filed on December 1, 2000)
 
 **10.18 Amendment to Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 to Belden’s Annual Report on Form  10-K for the year ended December 31, 2003 filed on March 4, 2004)
     
Exhibit No.
 
Description
 
 10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden Inc. (incorporated by reference to Exhibit 10.4 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.5 Tax Sharing and Separation Agreement by and among Belden Inc., Cooper Industries, Inc., and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.6 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 ** 10.6 Change of Control Employment Agreements, dated as of July 31, 2001, between Belden Inc. and each of C. Baker Cunningham, Richard K. Reece, Cathy O. Staples and Kevin L. Bloomfield (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2001 filed on November 13, 2001)
     
   
 ** 10.7 Change of Control Employment Agreement, dated as of April 15, 2002, between Belden Inc. and D. Larrie Rose, and Change of Control Employment Agreement, dated as of May 13, 2002, between Belden Inc. and Robert W. Matz (incorporated by reference to Exhibit 10.5 to Belden’s Current Report onForm 8-K filed on December 23, 2002)
     
   
 ** 10.8 Change of Control Employment Agreement, dated as of February 17, 2003, between Belden Inc. and Stephen H. Johnson (incorporated by reference to Exhibit 10.10 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2002 filed on March 14, 2003)
     
   
 ** 10.9 First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by the Company) and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert W. Matz, Stephen H. Johnson and Cathy O. Staples (incorporated by reference toExhibits 10.13-10.19 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.10 Form of Change in Control Agreement dated October 6, 2003 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibit 10.24 to CDT’s Quarterly Report onForm 10-Q for the quarter ended October 31, 2003 filed on December 15, 2003)
     
   
 **10.11 Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by the Company) and each of Kevin L. Bloomfield, D. Larrie Rose, Stephen H. Johnson and Cathy O. Staples (incorporated by reference to Exhibits 10.3, 10.4, 10.6 and 10.7 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 ** 10.12 Retention Award Letter Agreement dated July 8, 2004 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibits 10.8 and 10.10 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.13 Separation of Employment Agreement dated November 2, 2005 between the Company and C. Baker Cunningham (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on November 8, 2005)
     
   
 **10.14 General Release of All Claims dated November 2, 2005 between the Company and C. Baker Cunningham (incorporated by reference to Exhibit 10.02 to the Company’s Current Report onForm 8-K filed on November 8, 2005)
     
   
 **10.15 Executive Employment Agreement dated September 26, 2005 between the Company and John Stroup (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on September 27, 2005)
     
   
 **10.16 Separation Agreement dated November 30, 2005 between the Company and Richard K. Reece (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on December 2, 2005)
     
   
 ** 10.17 Non-Compete Covenant dated November 30, 2005 between the Company and Richard K. Reece (incorporated by reference to Exhibit 10.02 to the Company’s Current Report onForm 8-K filed on December 2, 2005)
     
   
 ** 10.18 General Release of All Claims dated November 30, 2005 between the Company and Richard K. Reece (incorporated by reference to Exhibit 10.03 to the Company’s Current Report onForm 8-K filed on December 2, 2005)
     


102

105


     
Exhibit No.
Description
** 10.19Separation Agreement dated February 6, 2006 between the Company and Robert W. Matz (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on February 10, 2006)
  
No.Description
  
 
**10.19.20 Amendment to Belden Inc. Long-Term Incentive PlanNon-Compete Covenant dated February 6, 2006 between the Company and Robert W. Matz (incorporated by reference to Exhibit 10.1110.02 to the Company’s Registration StatementCurrent Report onForm S-8, File Number 333-117906,8-K filed on August 3, 2004)February 10, 2006)
 
 **10.20 Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Belden’s Registration Statement on Form S-8, File Number 333-107241, filed on July 22, 2003)
 
 **10.21 Amendment to Belden Inc. 2003 Long-Term Incentive PlanGeneral Release of All Claims dated February 6, 2006 between the Company and Robert W. Matz (incorporated by reference to Exhibit 10.1410.03 to Belden’s Annualthe Company’s Current Report onForm 10-K for the year ended December 31, 20038-K filed on March 4, 2004)February 10, 2006)
 
 **10.22 Amendment to Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8, File Number 333-117906, filed on August 3, 2004)
**10.23Cable Design Technologies Corporation Long-Term Performance Incentive Plan (adopted September 23, 1993) (incorporated by reference to Exhibit 10.18 to CDT’s Registration Statement on Form S-1, File Number 33-69992, filed on November 1, 1993)
**10.24Cable Design Technologies Corporation Supplemental Long-Term Performance Incentive Plan (adopted December 12, 1995) (incorporated by reference to Exhibit A to CDT’s Proxy Statement filed on January 17, 1996)
**10.25Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (adopted April 19, 1999 and amended June 11, 1999) (incorporated by reference to Exhibit 10.16 to CDT’s Annual Report on Form 10-K for the year ended July 31, 1999 filed on October 27, 1999)
**10.26Amendment No. 2, dated July 13, 2000, to Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.15 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2000 filed on October 27, 2000)
**10.27Form of June 11, 1999 Stock Option Grant under the 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.18 to CDT’s Annual Report on Form 10-K for the year ended July 31, 1999 filed on October 27, 1999)
**10.28Form of April 23, 1999 Stock Option Grant (incorporated by reference to Exhibit 10.19 to CDT’s Annual Report on Form 10-K for the year ended July 31, 1999 filed on October 27, 1999)
**10.29Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (adopted December 6, 2000) (incorporated by reference to Exhibit 99.1 to CDT’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2001 filed on March 15, 2001)
**10.30Amendment, dated December 10, 2001, to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.5 to CDT’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2002 filed on March 13, 2002)
**10.31Form of Director Nonqualified Stock Option Grant under Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 99.2 to CDT’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2001 filed on March 15, 2001)
**10.32Form of Ferdinand C. Kuznik nonqualified stock option grant, dated January 21, 2002 (incorporated by reference to Exhibit 10.4 to CDT’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2002 filed on March 13, 2002)
**10.33Form of Restricted Stock Grant, dated October 16, 2002, under the 2001 and Supplemental Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.22 to CDT’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2002 filed on December 16, 2002)
**10.34Form of Restricted Stock Grant under the 2001 Cable Design Technologies Corporation Long-Term Incentive Plan to each of Bryan C. Cressey, Lance C. Balk, Glenn Kalnasy, and Michael F.O. Harris in the amount of 2,000 shares each (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)

106


Exhibit
No.Description
**10.35Amendments to Long Term Performance Incentive Plan (1993), Supplemental Long-Term Performance Incentive Plan (1995), 1999 Long-Term Performance Incentive Plan and 2001 Long- Term Performance Incentive Plan (incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
***10.36Belden CDT Inc. Long-Term Cash Performance Plan
***10.37Belden CDT Inc. Annual Cash Incentive Plan
**10.382004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2004)
**10.39Belden Wire & Cable Company Retirement Savings Plan (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report on Form  10-K for the year ended December 31, 2002 filed on March 14, 2003)
**10.40First Amendment to the Belden Wire & Cable Company Retirement Savings Plan (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
**10.41Second Amendment to the Belden Wire & Cable Company Retirement Savings Plan (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
**10.42Third Amendment to the Belden Wire & Cable Company Retirement Savings Plan (incorporated by reference to Exhibit 4.7 to Belden’s Registration Statement on Form S-8, File Number 333-111297, filed on December 18, 2003)
**10.43Fourth Amendment to the Belden Wire & Cable Company Retirement Savings Plan (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-8, File Number 333-117906, filed on August 3, 2004)
**10.44Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.14 to Belden’s Annual Report on Form  10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.45First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.15 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.46Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.21 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
**10.47Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.48Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.49First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.17 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.50Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.24 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
**10.51Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)

107


     
Exhibit  
No. Description
   
 
 **10.52 Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.53 First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.54 Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.55 First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.55 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 10.56 Credit and Security Agreement dated as of October 9, 2003, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, Wachovia Bank, National Association, as Agent, and U.S. Bank National Association, as Syndication Agent (incorporated by reference to Exhibit 5 to Belden’s Current Report on Form 8-K filed on October 20, 2003)
 
 10.57 First Amendment to Credit and Security Agreement dated as of May 10, 2004, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent (incorporated by reference to Exhibit 10.62 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 10.58 Consent Under and Second Amendment to Credit and Security Agreement dated as of May 26, 2004, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent (incorporated by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 10.59 Third Amendment to Credit and Security Agreement dated as of November 9, 2004, among Belden CDT Inc., Belden Inc., Belden Technologies, Inc., Belden Wire & Cable Company and Cable Design Technologies Inc., as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 12, 2004)
 
 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on November 19, 2004)
 
 *18.1 Letter of Ernst & Young LLP re Change in Accounting Principles (Preferability Letter)
 
 *21.1 List of Subsidiaries of Belden CDT Inc.
 
 *23.1 Consent of Ernst & Young LLP
 
 *24.1 Powers of Attorney from Members of the Board of Directors of Belden CDT Inc.
 
 *31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
 
 *31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
 
 *32.1 Section 1350 Certification of the Chief Executive Officer
 
 *32.2 Section 1350 Certification of the Chief Financial Officer

108


      Copies of the above Exhibits are available to shareholders at a charge of $.25 per page, minimum order of $10.00. Direct requests to:
           Belden CDT Inc., Attention: Secretary
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105

109


Signatures
      Pursuant to the requirements of Section 13 or 15(d) 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 CDT INC.
By: /s/ C. BAKER CUNNINGHAM
C. Baker Cunningham
President, Chief Executive Officer and
Director
Date: March 31, 2005
      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/C. BAKER CUNNINGHAM
C. Baker Cunningham
President, Chief Executive Officer and DirectorMarch 31, 2005
/s/RICHARD K. REECE
Richard K. Reece
Vice President, Finance and Chief Financial Officer (Mr. Reece also is the Company’s Chief Accounting Officer)March 31, 2005
/s/BRYAN C. CRESSEY*
Bryan C. Cressey
Chairman of the Board and DirectorMarch 31, 2005
/s/JOHN M. MONTER*
John M. Monter
DirectorMarch 31, 2005
/s/LORNE D. BAIN*
Lorne D. Bain
DirectorMarch 31, 2005
/s/LANCE BALK*
Lance Balk
DirectorMarch 31, 2005
/s/CHRISTOPHER I. BYRNES*
Christopher I. Byrnes
DirectorMarch 31, 2005
/s/MICHAEL F.O. HARRIS*
Michael F.O. Harris
DirectorMarch 31, 2005
/s/GLENN KALNASY*
Glenn Kalnasy
DirectorMarch 31, 2005
/s/FERDINAND C. KUZNIK*
Ferdinand C. Kuznik
DirectorMarch 31, 2005
/s/BERNARD G. RETHORE*
Bernard G. Rethore
DirectorMarch 31, 2005
*By: /s/ C. BAKER CUNNINGHAM
C. Baker Cunningham
Attorney-in-Fact

110


Index to Exhibits
     
Exhibit  
No. Description
   
 2.1 Agreement and Plan of Merger, dated as of February 4, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Cable Design Technologies Corporation (“CDT”) filed on February 5, 2004)
 
 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to CDT’s Registration Statement on Form S-4/ A, File Number 333-113875, filed on May 28, 2004)
 
 *3.1 Restated Certificate of Incorporation of the Company
 
 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 16, 2004)
 
 4.1 Rights Agreement dated as of December 11, 1996, between the Company and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C (incorporated by reference to Exhibit 1.1 to CDT’s Registration Statement on Form 8-A, File Number 000-22724, filed on December 11, 1996)
 
 4.2 Amendment to Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 4.3 Indenture, dated July 8, 2003, between the Company and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023 (incorporated by reference to Exhibit 4.3 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2003 filed on October 29, 2003)
 
 4.4 Registration Rights Agreement, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.4 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2003 filed on October 29, 2003)
 
 4.5 Purchase Agreement, dated July 1, 2003, between the Company and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.5 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2003 filed on October 29, 2003)
 
 4.6 Form of 4.00% Convertible Subordinated Debenture due 2023 (included in the Indenture filed as Exhibit 4.3 above)
 
 4.7 Note Purchase Agreement, dated as of August 1, 1997, providing for up to $200,000,000 aggregate principal amount of Senior Notes issuable in series, with an initial series of Senior Notes in the aggregate principal amount of $75,000,000, between Belden Inc. as issuer and, as purchasers, Swanbird and Company, Mutual of Omaha Insurance Company, United of Omaha Life Insurance Company, Nationwide Mutual Insurance Company, State Farm Life Insurance Company, Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America, and Cudd and Company (incorporated by reference to Exhibit 4.4 to the Annual Report of Belden Inc. (“Belden”) on Form 10-K for the year ended December 31, 1997 filed on March 25, 1998)
 
 4.8 First Amendment to Note Purchase Agreement listed above as Exhibit 4.7, dated as of September 1, 1999 (incorporated by reference to Exhibit 4.5 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 4.9 Amended and Restated Series 1997-A Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Communications Company) dated as of September 1, 1999, pertaining to the First Amendment to Note Purchase Agreement listed above as Exhibit 4.8 (incorporated by reference to Exhibit 4.6 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)

111


     
Exhibit  
No. Description
   
 
 4.10 Note Purchase Agreement, dated as of September 1, 1999, providing for $125,000,000 aggregate principal amount of Senior Notes issuable in series, with three series of Senior Notes in the principal amounts of $64,000,000, $44,000,000, and $17,000,000, respectively, between Belden Inc. as issuer and, as purchasers, State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, United of Omaha Life Insurance Company, American United Life Insurance Company, The State Life Insurance Company, Ameritas Variable Life Insurance Company, Ameritas Life Insurance Corporation, Modern Woodmen of America, Woodmen Accident and Life Company, Chimebridge and Company and Pru and Company (incorporated by reference to Exhibit 4.7 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 4.11 Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Communications Company) dated as of September 1, 1999, pertaining to the Note Purchase Agreement listed above as Exhibit 4.10 (incorporated by reference to Exhibit 4.8 to Belden’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 24, 2000)
 
 10.1 Asset Transfer Agreement by and between Cooper Industries, Inc. and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.2 Canadian Asset Transfer Agreement by and between Cooper Industries (Canada) Inc. and Belden (Canada) Inc. (incorporated by reference to Exhibit 10.11 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.3 Trademark License Agreement by and between Belden Wire & Cable Company and Cooper Industries, Inc. (incorporated by reference to Exhibit 10.2 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden Inc. (incorporated by reference to Exhibit 10.4 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 10.5 Tax Sharing and Separation Agreement by and among Belden Inc., Cooper Industries, Inc., and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.6 to Belden’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
 
 **10.6 Change of Control Employment Agreements, dated as of July 31, 2001, between Belden Inc. and each of C. Baker Cunningham, Richard K. Reece, Cathy O. Staples and Kevin L. Bloomfield (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report on Form  10-Q for the quarter ended September 30, 2001 filed on November 13, 2001)
 
 **10.7 Change of Control Employment Agreement, dated as of April 15, 2002, between Belden Inc. and D. Larrie Rose, and Change of Control Employment Agreement, dated as of May 13, 2002, between Belden Inc. and Robert W. Matz (incorporated by reference to Exhibit 10.5 to Belden’s Current Report on Form 8-K filed on December 23, 2002)
 
 **10.8 Change of Control Employment Agreement, dated as of February 17, 2003, between Belden Inc. and Stephen H. Johnson (incorporated by reference to Exhibit 10.10 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
 
 **10.9 First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by the Company) and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert W. Matz, Stephen H. Johnson and Cathy O. Staples (incorporated by reference to Exhibits 10.13-10.19 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.10 Form of Change in Control Agreement dated October 6, 2003 between the Company and Ferdinand C. Kuznik, and form of Ferdinand C. Kuznik Restricted Stock Grant dated November 3, 2003 under the Supplemental Long-Term Performance Incentive Plan (incorporated by reference to Exhibits 10.22 and 10.23 to CDT’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2003 filed on December 15, 2003)

112


Exhibit
No.Description
**10.11Form of Change in Control Agreement dated October 6, 2003 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibit 10.24 to CDT’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2003 filed on December 15, 2003)
**10.12Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by the Company) and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert Matz, Stephen H. Johnson and Cathy O. Staples (incorporated by reference to Exhibits 10.1-10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.13Retention Award Letter Agreement dated July 8, 2004 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibits 10.8 and 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.14Retention Agreement dated as of May 14, 2004 among the Company, Cable Design Technologies Inc. and Ferdinand C. Kuznik (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to CDT’s Registration Statement on Form S-4/ A, File Number 333-113875, filed on May 28, 2004)
**10.15Letter Agreement dated April 15, 2002 between Belden Inc. and Richard K. Reece (incorporated by reference to Exhibit 10.4 to Belden’s Current Report on Form 8-K filed on December 23, 2002)
**10.16Indemnification Agreement dated as of September 1, 2004 between the Company and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert Matz, Stephen H. Johnson, Cathy O. Staples, Robert Canny, Peter Sheehan, Christopher I. Byrnes, John M. Monter, Lorne D. Bain, Bernard G. Rethore, Bryan C. Cressey, Ferdinand C. Kuznik, Lance C. Balk, Michael F.O. Harris and Glenn Kalnasy (incorporated by reference toExhibits 10.32-10.49 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.17.23 Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Belden’s Registration Statement onForm S-8, FileNumber 333-51088, filed on December 1, 2000)
 
 **10.18.24 Amendment to Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2003 filed on March 4, 2004)
 
 **10.19.25 Amendment to Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement onForm S-8, FileNumber 333-117906, filed on August 3, 2004)
 
 **10.20.26 Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Belden’s Registration Statement onForm S-8, FileNumber 333-107241, filed on July 22, 2003)
 
 **10.21.27 Amendment to Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2003 filed on March 4, 2004)
 
 **10.22.28 Amendment to Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement onForm S-8, FileNumber 333-117906, filed on August 3, 2004)
 
 **10.23.29 Cable Design Technologies Corporation Long-Term Performance Incentive Plan (adopted September 23, 1993) (incorporated by reference to Exhibit 10.18 to CDT’s Registration Statement onForm S-1, FileNumber 33-69992, filed on November 1, 1993)
 
 **10.24.30 Cable Design Technologies Corporation Supplemental Long-Term Performance Incentive Plan (adopted December 12, 1995) (incorporated by reference to Exhibit A to CDT’s Proxy Statement filed on January 17, 1996)
 
 **10.25.31 Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (adopted April 19, 1999 and amended June 11, 1999) (incorporated by reference to Exhibit 10.16 to CDT’s Annual Report onForm 10-K for the year ended July 31, 1999 filed on October 27, 1999)

113


     
Exhibit
No.Description
  
 
**10.26.32��Amendment No. 2, dated July 13, 2000, to Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.15 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2000 filed on October 27, 2000)
 
 **10.27.33 Form of June 11, 1999 Stock Option Grant under the 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.18 to CDT’s Annual Report onForm 10-K for the year ended July 31, 1999 filed on October 27, 1999)
 
 **10.28.34 Form of April 23, 1999 Stock Option Grant (incorporated by reference to Exhibit 10.19 to CDT’s Annual Report onForm 10-K for the year ended July 31, 1999 filed on October 27, 1999)
 
 **10.29.35 Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (adopted December 6, 2000) (incorporated by reference to Exhibit 99.1 to CDT’s Quarterly Report onForm 10-Q for the quarter ended January 31, 2001 filed on March 15, 2001)


103


Exhibit No.
Description
 
 **10.30.36 Amendment dated December 10, 2001, to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.5 to CDT’s Quarterly Report onForm 10-Q for the quarter ended January 31, 2002 filed on March 13, 2002)
***10.37Amendment to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan
 
 **10.31.38 Amendments to Long Term Performance Incentive Plan (1993), Supplemental Long-Term Performance Incentive Plan (1995), 1999 Long-Term Performance Incentive Plan and 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.39Form of Director Nonqualified Stock Option Grant under Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 99.2 to CDT’s Quarterly Report onForm 10-Q for the quarter ended January 31, 2001 filed on March 15, 2001)
 
 **10.32.40 Form of Ferdinand C. Kuznik nonqualified stock option grant, dated January 21, 2002 (incorporated by reference to Exhibit 10.4 to CDT’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2002 filed on March 13, 2002)
**10.33Form of Restricted Stock Grant, dated October 16, 2002, under the 2001 and Supplemental Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.22 to CDT’s Quarterly Report onForm 10-Q for the quarter ended October 31, 2002 filed on December 16, 2002)
 
 **10.34.41 Form of Restricted Stock Grant under the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan to each of Bryan C. Cressey, Lance C. Balk, Glenn Kalnasy, and Michael F.O. Harris in the amount of 2,000 shares each (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.42Form of Restricted Stock Grant under the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan to each of Bryan C. Cressey, Lorne D. Bain, Lance C. Balk, Christopher I. Byrnes, Michael F.O. Harris, Glenn Kalnasy, John M. Monter and Bernard G. Rethore in the amount of 2,500 shares each (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on May 19, 2005)
**10.43Form of Stock Option Grant under the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan and the Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2005 filed on May 10, 2005)
**10.44Belden CDT Inc. Long-Term Cash Performance Plan (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004 filed on March 31, 2005)
**10.45Belden CDT Inc. Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on February 28, 2006)
**10.462004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on December 21, 2004)
**10.47Belden CDT Inc. Retirement Savings Plan, restated effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2005 filed on November 9, 2005)
***10.48First Amendment to the Belden CDT Inc. Retirement Savings Plan
***10.49Second Amendment to the Belden CDT Inc. Retirement Savings Plan
**10.50Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.14 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.51First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.15 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.52Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.21 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2002 filed on March 14, 2003)


104


     
Exhibit No.
 
Description
 
 **10.53 Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.50 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.54 Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
     
   
 **10.55 First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.17 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
     
   
 **10.56 Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.24 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2002 filed on March 14, 2003)
     
   
 **10.57 Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.51 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.58 Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.59 First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.60 Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.61 First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.55 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 ***10.62 Indemnification Agreement dated as of October 31, 2005 between the Company and John Stroup
     
   
 10.63 Credit Agreement dated as of January 24, 2006 among Belden CDT Inc., as Borrower, Belden Wire & Cable Company, Belden CDT Networking, Inc., Nordx/CDT Corp., Thermax/CDT, Inc., Belden Holdings, Inc., Belden Technologies, Inc., Belden Inc. and CDT International Holdings Inc., as Guarantors, the Lenders party thereto, and Wachovia Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 Belden’s Current Report onForm 8-K filed on January 27, 2006)
     
   
 *14.1 Code of Ethics
     
   
 *21.1 List of Subsidiaries of Belden CDT Inc.
     
   
 *23.1 Consent of Ernst & Young LLP
     
   
 *24.1 Powers of Attorney from Members of the Board of Directors of Belden CDT Inc.
     
   
 *31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
     
   
 *31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
     
   
 *32.1 Section 1350 Certification of the Chief Executive Officer
 *32.2 Section 1350 Certification of the Chief Financial Officer


105


Copies of the above Exhibits are available to shareholders at a charge of $.25 per page, minimum order of $10.00. Direct requests to:
Belden CDT Inc., Attention: Secretary
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105


106


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CDT INC.
By: 
/s/  JOHN S. STROUP
John S. Stroup
President, Chief Executive Officer and Director
Date: March 16, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/  JOHN S. STROUP

John S. Stroup
President, Chief Executive Officer and DirectorMarch 16, 2006
/s/  STEPHEN H. JOHNSON

Stephen H. Johnson
Treasurer and Interim Chief Financial OfficerMarch 16, 2006
/s/  JOHN S. NORMAN

John S. Norman
Controller and Chief Accounting OfficerMarch 16, 2006
/s/  BRYAN C. CRESSEY*

Bryan C. Cressey
Chairman of the Board and DirectorMarch 16, 2006
/s/  LORNE D. BAIN*

Lorne D. Bain
DirectorMarch 16, 2006
/s/  LANCE BALK*

Lance Balk
DirectorMarch 16, 2006
/s/  CHRISTOPER I. BYRNES*

Christoper I. Byrnes
DirectorMarch 16, 2006
/s/  MICHAEL F.O. HARRIS*

Michael F.O. Harris
DirectorMarch 16, 2006
/s/  GLENN KALNASY*

Glenn Kalnasy
DirectorMarch 16, 2006


107


/s/  JOHN M. MONTER*

John M. Monter
DirectorMarch 16, 2006
/s/  BERNARD G. RETHORE*

Bernard G. Rethore
DirectorMarch 16, 2006
*By:
/s/  JOHN S. STROUP

John S. Stroup,
Attorney-in-fact

108


INDEX TO EXHIBITS
     
Exhibit No.
 
Description
 
 2.1 Agreement and Plan of Merger, dated as of February 4, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.1 to the Current Report onForm 8-K of Cable Design Technologies Corporation (“CDT”) filed on February 5, 2004)
     
   
 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to CDT’s Registration Statement onForm S-4/A, FileNumber 333-113875, filed on May 28, 2004)
     
   
 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004 filed on March 31, 2005)
     
   
 3.2 Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.01 to the Company’s Current Report onForm 8-K filed on December 6, 2005)
     
   
 4.1 Rights Agreement dated as of December 11, 1996, between the Company and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C (incorporated by reference to Exhibit 1.1 to the Registration Statement of Cable Design Technologies Corporation (“CDT”) onForm 8-A, File Number000-22724, filed on December 11, 1996)
     
   
 4.2 Amendment to Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 4.3 Indenture, dated July 8, 2003, between the Company and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023 (incorporated by reference to Exhibit 4.3 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2003 filed on October 29, 2003)
     
   
 4.4 Registration Rights Agreement, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.4 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2003 filed on October 29, 2003)
     
   
 4.5 Purchase Agreement, dated July 1, 2003, between the Company and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures (incorporated by reference to Exhibit 4.5 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2003 filed on October 29, 2003)
     
   
 4.6 Form of 4.00% Convertible Subordinated Debenture due 2023 (included in the Indenture filed as Exhibit 4.3 above)
     
   
 4.7 Note Purchase Agreement, dated as of August 1, 1997, providing for up to $200,000,000 aggregate principal amount of Senior Notes issuable in series, with an initial series of Senior Notes in the aggregate principal amount of $75,000,000, between Belden Inc. as issuer and, as purchasers, Swanbird and Company, Mutual of Omaha Insurance Company, Nationwide Mutual Insurance Company, State Farm Life Insurance Company, Gerlach and Company and Cudd and Company (incorporated by reference to Exhibit 4.4 to the Annual Report of Belden Inc. (“Belden”) onForm 10-K for the year ended December 31, 1997 filed on March 25, 1998)
     
   
 4.8 First Amendment to Note Purchase Agreement listed above as Exhibit 4.7, dated as of September 1, 1999 (incorporated by reference to Exhibit 4.5 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 4.9 Amended and RestatedSeries 1997-A Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Inc.) dated as of September 1, 1999, pertaining to the First Amendment to Note Purchase Agreement listed above as Exhibit 4.8 (incorporated by reference to Exhibit 4.6 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     


109


     
Exhibit No.
 
Description
 
 4.10 Note Purchase Agreement, dated as of September 1, 1999, providing for $125,000,000 aggregate principal amount of Senior Notes issuable in series, with three series of Senior Notes in the principal amounts of $64,000,000, $44,000,000, and $17,000,000, respectively, between Belden Inc. as issuer and, as purchasers, State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, United of Omaha Life Insurance Company, American United Life Insurance Company, The State Life Insurance Company, Ameritas Variable Life Insurance Company, Modern Woodmen of America, Woodmen Accident and Life Company, Chimebridge and Company and Pru and Company (incorporated by reference to Exhibit 4.7 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 4.11 Guaranty of Belden Wire & Cable Company and Cable Systems International Inc. (later Belden Inc.) dated as of September 1, 1999, pertaining to the Note Purchase Agreement listed above as Exhibit 4.10 (incorporated by reference to Exhibit 4.8 to Belden’s Annual Report onForm 10-K for the year ended December 31, 1999 filed on March 24, 2000)
     
   
 10.1 Asset Transfer Agreement by and between Cooper Industries, Inc. and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.2 Canadian Asset Transfer Agreement by and between Cooper Industries (Canada) Inc. and Belden (Canada) Inc. (incorporated by reference to Exhibit 10.11 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.3 Trademark License Agreement by and between Belden Wire & Cable Company and Cooper Industries, Inc. (incorporated by reference to Exhibit 10.2 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden Inc. (incorporated by reference to Exhibit 10.4 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 10.5 Tax Sharing and Separation Agreement by and among Belden Inc., Cooper Industries, Inc., and Belden Wire & Cable Company (incorporated by reference to Exhibit 10.6 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 1993 filed on November 15, 1993)
     
   
 **10.6 Change of Control Employment Agreements, dated as of July 31, 2001, between Belden Inc. and each of C. Baker Cunningham, Richard K. Reece, Cathy O. Staples and Kevin L. Bloomfield (incorporated by reference to Exhibit 10.1 to Belden’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2001 filed on November 13, 2001)
     
   
 **10.7 Change of Control Employment Agreement, dated as of April 15, 2002, between Belden Inc. and D. Larrie Rose, and Change of Control Employment Agreement, dated as of May 13, 2002, between Belden Inc. and Robert W. Matz (incorporated by reference to Exhibit 10.5 to Belden’s Current Report onForm 8-K filed on December 23, 2002)
     
   
 **10.8 Change of Control Employment Agreement, dated as of February 17, 2003, between Belden Inc. and Stephen H. Johnson (incorporated by reference to Exhibit 10.10 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2002 filed on March 14, 2003)
     
   
 **10.9 First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by the Company) and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert W. Matz, Stephen H. Johnson and Cathy O. Staples (incorporated by reference toExhibits 10.13-10.19 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     
   
 **10.10 Form of Change in Control Agreement dated October 6, 2003 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibit 10.24 to CDT’s Quarterly Report onForm 10-Q for the quarter ended October 31, 2003 filed on December 15, 2003)
     
   
 **10.11 Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by the Company) and each of Kevin L. Bloomfield, D. Larrie Rose, Stephen H. Johnson and Cathy O. Staples (incorporated by reference to Exhibits 10.3, 10.4, 10.6 and 10.7 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
     


110


Exhibit No.
Description
**10.12Retention Award Letter Agreement dated July 8, 2004 between the Company and each of Robert Canny and Peter Sheehan (incorporated by reference to Exhibits 10.8 and 10.10 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.13Separation of Employment Agreement dated November 2, 2005 between the Company and C. Baker Cunningham (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on November 8, 2005)
**10.14General Release of All Claims dated November 2, 2005 between the Company and C. Baker Cunningham (incorporated by reference to Exhibit 10.02 to the Company’s Current Report onForm 8-K filed on November 8, 2005)
**10.15Executive Employment Agreement dated September 26, 2005 between the Company and John Stroup (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on September 27, 2005) 
**10.16Separation Agreement dated November 30, 2005 between the Company and Richard K. Reece (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on December 2, 2005)
**10.17Non-Compete Covenant dated November 30, 2005 between the Company and Richard K. Reece (incorporated by reference to Exhibit 10.02 to the Company’s Current Report onForm 8-K filed on December 2, 2005)
**10.18General Release of All Claims dated November 30, 2005 between the Company and Richard K. Reece (incorporated by reference to Exhibit 10.03 to the Company’s Current Report onForm 8-K filed on December 2, 2005)
**10.19Separation Agreement dated February 6, 2006 between the Company and Robert W. Matz (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on February 10, 2006)
**10.20Non-Compete Covenant dated February 6, 2006 between the Company and Robert W. Matz (incorporated by reference to Exhibit 10.02 to the Company’s Current Report onForm 8-K filed on February 10, 2006)
**10.21General Release of All Claims dated February 6, 2006 between the Company and Robert W. Matz (incorporated by reference to Exhibit 10.03 to the Company’s Current Report onForm 8-K filed on February 10, 2006)
**10.22Indemnification Agreement dated as of September 1, 2004 between the Company and each of C. Baker Cunningham, Richard K. Reece, Kevin L. Bloomfield, D. Larrie Rose, Robert Matz, Stephen H. Johnson, Cathy O. Staples, Robert Canny, Peter Sheehan, Christopher I. Byrnes, John M. Monter, Lorne D. Bain, Bernard G. Rethore, Bryan C. Cressey, Lance C. Balk, Michael F.O. Harris and Glenn Kalnasy (incorporated by reference toExhibits 10.32-10.49 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.23Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Belden’s Registration Statement onForm S-8, FileNumber 333-51088, filed on December 1, 2000)
**10.24Amendment to Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2003 filed on March 4, 2004)
**10.25Amendment to Belden Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement onForm S-8, FileNumber 333-117906, filed on August 3, 2004)
**10.26Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Belden’s Registration Statement onForm S-8, FileNumber 333-107241, filed on July 22, 2003)
**10.27Amendment to Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2003 filed on March 4, 2004)
**10.28Amendment to Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement onForm S-8, FileNumber 333-117906, filed on August 3, 2004)


111


Exhibit No.
Description
**10.29Cable Design Technologies Corporation Long-Term Performance Incentive Plan (adopted September 23, 1993) (incorporated by reference to Exhibit 10.18 to CDT’s Registration Statement onForm S-1, FileNumber 33-69992, filed on November 1, 1993)
**10.30Cable Design Technologies Corporation Supplemental Long-Term Performance Incentive Plan (adopted December 12, 1995) (incorporated by reference to Exhibit A to CDT’s Proxy Statement filed on January 17, 1996)
**10.31Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (adopted April 19, 1999 and amended June 11, 1999) (incorporated by reference to Exhibit 10.16 to CDT’s Annual Report onForm 10-K for the year ended July 31, 1999 filed on October 27, 1999)
**10.32Amendment No. 2, dated July 13, 2000, to Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.15 to CDT’s Annual Report onForm 10-K for the year ended July 31, 2000 filed on October 27, 2000)
**10.33Form of June 11, 1999 Stock Option Grant under the 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.18 to CDT’s Annual Report onForm 10-K for the year ended July 31, 1999 filed on October 27, 1999)
**10.34Form of April 23, 1999 Stock Option Grant (incorporated by reference to Exhibit 10.19 to CDT’s Annual Report onForm 10-K for the year ended July 31, 1999 filed on October 27, 1999)
 
 **10.35 Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (adopted December 6, 2000) (incorporated by reference to Exhibit 99.1 to CDT’s Quarterly Report onForm 10-Q for the quarter ended January 31, 2001 filed on March 15, 2001)
**10.36Amendment to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.5 to CDT’s Quarterly Report onForm 10-Q for the quarter ended January 31, 2002 filed on March 13, 2002)
***10.37Amendment to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan
**10.38Amendments to Long Term Performance Incentive Plan (1993), Supplemental Long-Term Performance Incentive Plan (1995), 1999 Long-Term Performance Incentive Plan and 2001 Long- TermLong-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 ***10.36.39 Form of Director Nonqualified Stock Option Grant under Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 99.2 to CDT’s Quarterly Report onForm 10-Q for the quarter ended January 31, 2001 filed on March 15, 2001)
**10.40Form of Restricted Stock Grant, dated October 16, 2002, under the 2001 and Supplemental Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.22 to CDT’s Quarterly Report onForm 10-Q for the quarter ended October 31, 2002 filed on December 16, 2002)
**10.41Form of Restricted Stock Grant under the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan to each of Bryan C. Cressey, Lance C. Balk, Glenn Kalnasy, and Michael F.O. Harris in the amount of 2,000 shares each (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.42Form of Restricted Stock Grant under the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan to each of Bryan C. Cressey, Lorne D. Bain, Lance C. Balk, Christopher I. Byrnes, Michael F.O. Harris, Glenn Kalnasy, John M. Monter and Bernard G. Rethore in the amount of 2,500 shares each (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on May 19, 2005)
**10.43Form of Stock Option Grant under the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan and the Belden Inc. 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2005 filed on May 10, 2005)
**10.44Belden CDT Inc. Long-Term Cash Performance Plan
(incorporated by reference to Exhibit 10.36 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004 filed on March 31, 2005)
 ***10.37 Belden CDT Inc. Annual Cash Incentive Plan


112


Exhibit No.
Description
 
 **10.38.45 Belden CDT Inc. Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.01 to the Company’s Current Report onForm 8-K filed on February 28, 2006)
**10.462004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on December 21, 2004)
 
 **10.39.47 Belden CDT Inc. Retirement Savings Plan, restated effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2005 filed on November 9, 2005)
***10.48First Amendment to the Belden CDT Inc. Retirement Savings Plan
***10.49Second Amendment to the Belden CDT Inc. Retirement Savings Plan
**10.50Belden Wire & Cable Company Retirement SavingsSupplemental Excess Defined Benefit Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.14 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.51First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.1610.15 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.52Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.21 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2002 filed on March 14, 2003)
 
 **10.40.53 FirstThird Amendment to the Belden Wire & Cable Company Retirement SavingsSupplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.50 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.54Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.55First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.17 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2001 filed on March 22, 2002)
**10.56Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.24 to Belden’s Annual Report onForm 10-K for the year ended December 31, 2002 filed on March 14, 2003)
 
 **10.41.57 SecondThird Amendment to the Belden Wire & Cable Company Retirement SavingsSupplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.1610.51 to Belden’s Annualthe Company’s Quarterly Report onForm 10-K10-Q for the yearquarter ended December 31, 2002September 30, 2004 filed on March 14, 2003)November 15, 2004)
 
 **10.42.58 Third Amendment toTrust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company Retirement Savings Plan(for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.59First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 4.710.53 to Belden’s Registration Statementthe Company’s Quarterly Report onForm S-8, File Number 333-111297,10-Q for the quarter ended September 30, 2004 filed on December 18, 2003)November 15, 2004)
**10.60Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
**10.61First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.55 to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)


113

114


     
Exhibit  
No. Description
   
 
 **10.43 Fourth Amendment to the Belden Wire & Cable Company Retirement Savings Plan (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-8, File Number 333-117906, filed on August 3, 2004)
 
 **10.44 Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.14 to Belden’s Annual Report on Form  10-K for the year ended December 31, 2001 filed on March 22, 2002)
 
 **10.45 First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.15 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002)
 
 **10.46 Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.21 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
 
 **10.47 Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (incorporated by reference to Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.48 Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan, as amended and restated as of January 1, 1998 (incorporated by reference to Exhibit 10.16 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002)
 
 **10.49 First Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.17 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 22, 2002)
 
 **10.50 Second Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.24 to Belden’s Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 14, 2003)
 
 **10.51 Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (incorporated by reference to Exhibit 10.51 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.52 Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.53 First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.54 Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)(incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 **10.55 First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004 (incorporated by reference to Exhibit 10.55 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 10.56 Credit and Security Agreement dated as of October 9, 2003, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, Wachovia Bank, National Association, as Agent, and U.S. Bank National Association, as Syndication Agent (incorporated by reference to Exhibit 5 to Belden’s Current Report on Form 8-K filed on October 20, 2003)
     
Exhibit No.
 
Description
 
 ***10.62 Indemnification Agreement dated as of October 31, 2005 between the Company and John Stroup
     
   
 10.63 Credit Agreement dated as of January 24, 2006 among Belden CDT Inc., as Borrower, Belden Wire & Cable Company, Belden CDT Networking, Inc., Nordx/CDT Corp., Thermax/CDT, Inc., Belden Holdings, Inc., Belden Technologies, Inc., Belden Inc. and CDT International Holdings Inc., as Guarantors, the Lenders party thereto, and Wachovia Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 Belden’s Current Report onForm 8-K filed on January 27, 2006)
     
   
 *14.1 Code of Ethics
     
   
 *21.1 List of Subsidiaries of Belden CDT Inc.
     
   
 *23.1 Consent of Ernst & Young LLP
     
   
 *24.1 Powers of Attorney from Members of the Board of Directors of Belden CDT Inc.
     
   
 *31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
     
   
 *31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
     
   
 *32.1 Section 1350 Certification of the Chief Executive Officer
     
   
 *32.2 Section 1350 Certification of the Chief Financial Officer


114

115


     
Exhibit  
No. Description
   
 
 10.57 First Amendment to Credit and Security Agreement dated as of May 10, 2004, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent (incorporated by reference to Exhibit 10.62 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 10.58 Consent Under and Second Amendment to Credit and Security Agreement dated as of May 26, 2004, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent (incorporated by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004)
 
 10.59 Third Amendment to Credit and Security Agreement dated as of November 9, 2004, among Belden CDT Inc., Belden Inc., Belden Technologies, Inc., Belden Wire & Cable Company and Cable Design Technologies Inc., as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form  8-K filed on November 12, 2004)
 
 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on November 19, 2004)
 
 *18.1 Letter of Ernst & Young LLP re Change in Accounting Principles (Preferability Letter)
 
 *21.1 List of Subsidiaries of Belden CDT Inc.
 
 *23.1 Consent of Ernst & Young LLP
 
 *24.1 Powers of Attorney from Members of the Board of Directors of Belden CDT Inc.
 
 *31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
 
 *31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
 
 *32.1 Section 1350 Certification of the Chief Executive Officer
 
 *32.2 Section 1350 Certification of the Chief Financial Officer

116