UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2004
Or
____ Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934.
For the transition period from___________________to_____________________
COMMISSION FILE NUMBER 001-12561
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Belden Wire & Cable Company Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Belden CDT Inc.
7701 Forsyth Blvd., Suite 800
St. Louis, Missouri 63105
BELDEN WIRE & CABLE COMPANY
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
Page
Reports of Independent Registered Public Accounting Firm 4
Financial Statements and Supplemental Schedule
Statements of Net Assets Available for Benefits as of 8
December 31, 2004 and 2003
Statements of Changes in Net Assets Available for Benefits 9
for the years ended December 31, 2004 and 2003
Notes to Financial Statements 10
Supplemental Schedule - Form 5500, Schedule H, Line 4i - Schedule 18
of Assets (Held at End of Year)
Signature 19
Exhibit
Consents of Independent Registered Public Accounting Firm 20
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
BELDEN WIRE & CABLE COMPANY RETIREMENT SAVINGS PLAN
YEARS ENDED DECEMBER 31, 2004 AND 2003
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Sponsor
Belden Wire & Cable Company Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Belden Wire & Cable Company Retirement Savings Plan as of December 31,
2004, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of the Belden
Wire & Cable Company Retirement Savings Plan as of and for the year ended
December 31, 2003 were audited by other auditors whose report dated September
15, 2004, expressed an unqualified opinion on those statements.
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 the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Belden Wire
& Cable Company Retirement Savings Plan as of December 31, 2004, and the changes
in its net assets available for benefits for the year then ended in conformity
with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the 2004 basic
financial statements taken as a whole. The 2004 supplemental schedule of assets
(held at
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end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the 2004 basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the 2004 basic financial
statements taken as a whole.
/s/ Brown Smith Wallace LLC
June 27, 2005
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Sponsor
Belden Wire & Cable Company Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Belden Wire & Cable Company Retirement Savings Plan as of December 31,
2003, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements 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 the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
of designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2003 and the changes in net assets available for benefits for the
year then ended, in conformity with US. generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003 is presented for the purpose of
additional analysis
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and is not a required part of the financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in our audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.
/s/ Ernst & Young LLC
September 15, 2004
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Belden Wire & Cable Company
Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2004 2003
----------------------------
ASSETS
Investments, at fair value (Note 3):
Belden Inc. common stock $ - $ 22,609,476
Belden CDT Inc. Stock Fund 23,833,609 -
Pooled separate accounts 68,648,224 63,752,570
Guaranteed income fund 32,866,604 32,736,531
Participant loans 5,103,334 5,047,793
-----------------------------
130,451,771 124,146,370
Receivables:
Employer match contributions 64,598 79,689
Employee contributions 93,226 117,799
-----------------------------
157,824 197,488
-----------------------------
Net assets available for benefits $130,609,595 $124,343,858
=============================
See accompanying notes.
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Belden Wire & Cable Company
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEARS ENDED DECEMBER 31
2004 2003
-----------------------------
Additions to net assets attributed to:
Dividends and interest income $ 1,524,470 $ 1,674,088
Contributions:
Rollovers from other qualified plans 34,215 97,190
Employer match 3,599,425 3,740,618
Employee 5,921,534 6,241,250
-----------------------------
Total additions 11,079,644 11,753,146
Deductions from net assets attributed to:
Benefit payments 13,760,073 9,830,466
Administrative expenses 32,990 32,609
-----------------------------
Total deductions 13,793,063 9,863,075
Net realized and unrealized appreciation in fair value of investments 8,979,156 19,476,897
-----------------------------
Net increase 6,265,737 21,366,968
Net assets available for benefits at beginning of year 124,343,858 102,976,890
-----------------------------
Net assets available for benefits at end of year $130,609,595 $124,343,858
=============================
See accompanying notes.
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements
December 31, 2004
1. DESCRIPTION OF THE PLAN
The following description of the Belden Wire & Cable Company Retirement Savings
Plan (Plan) provides only general information. Participants should refer to the
Plan's Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan with a 401(k) feature sponsored by
Belden CDT Inc. (Company). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Effective July 15, 2004, Belden Inc. merged with Cable Design Technologies
Corporation to form Belden CDT Inc. As a result of the merger, the Plan received
one share of Belden CDT Inc. common stock for each share of Belden Inc. common
stock.
ELIGIBILITY FOR PARTICIPATION
An eligible employee as defined by the Plan document becomes a participant of
the Plan on the date of employment.
CONTRIBUTIONS
Participant contributions are remitted each pay period to the Plan by the
employer from employee payroll deductions. Company 401(k) matching contributions
are made to the Plan each pay period based on Plan provisions. The Plan also
accepts qualified employee rollover contributions.
Under the 401(k) feature, participants may contribute from 1% to 50% of their
eligible compensation on a pretax basis. The Company matches 100% of the first
3% contributed and 50% of the second 3% contributed. The Company's matching
contributions are used to purchase Belden CDT Inc. common stock. All
contributions are subject to applicable limitations. Participant contributions
and Company matching contributions are fully vested when they are made.
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements (continued)
A separate account is maintained for each participant, and participants may
invest their savings in any combination of the available fund options in whole
percent increments. Subject to the constraint described in the following
sentence, participants can transfer their fund balance to another fund on a
daily basis. Effective January 1, 2004, participants may transfer funds into the
Belden CDT Inc. common stock fund only to the extent such funds are attributable
to the Company's previous matching contributions. Prior to January 1, 2004,
participants could only transfer funds out of the Belden CDT Inc. common stock
fund.
INVESTMENTS
The Trustee holds all of the Plan assets and is responsible for benefit payments
from the trust fund according to information submitted by the plan sponsor and
participants.
RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
PARTICIPANT ACCOUNTS
The Company has established and maintains accounts for each participant. These
accounts are credited with investment income based upon the participants'
account balances in relation to the total fund balances to which they have
elected to contribute.
Prior to 1999, certain employees participated in an Individual Account
Retirement (IAR) benefit feature. Under this feature, the Company made
contributions and maintained separate accounts for each participant. When the
IAR feature was discontinued, certain participants transferred their account
balances out of the Plan. The fund balances of those IAR participants that
elected to leave their account balances in the Plan are invested in the
guaranteed income fund and are also credited with investment income.
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements (continued)
BENEFITS
The Summary Plan Description, which is provided to participants, contains a
description of the Plan and how participants may receive benefit payments. The
Plan provides for the payment of benefits to participants upon retirement in a
lump-sum payment, depending on the participant's election. A participant may
elect to transfer his account to the Belden CDT Inc. Pension Plan for purposes
of converting it to an annuity.
WITHDRAWAL RIGHTS
Participants may withdraw amounts from their accounts before retirement subject
to Plan provisions and Internal Revenue Service (IRS) regulations. Participants
are allowed to make hardship and age 59 1/2 withdrawals.
PARTICIPANT LOANS
Participants who are active employees of the Company are permitted to borrow
from their account up to amounts specified in the Plan's provisions.
Participants borrow at interest rates determined by the Plan and may not have
more than one loan outstanding at any time.
PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, the
Company has the right under the Plan to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants are fully
vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared using the accrual basis
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements (continued)
affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
INVESTMENT VALUATION/INCOME RECOGNITION
Investments in pooled separate accounts are stated at fair value as determined
by Prudential Retirement Insurance Company (Prudential), the custodian, and are
based on the net asset value of units held at year-end. The Plan's investment in
the guaranteed income fund is valued at fair value as defined by Prudential.
Prudential has the right to defer transfers or distributions under certain
limited circumstances. Shares of Belden Inc. and Belden CDT Inc. common stock
are valued at the closing bid price on the last business day of the year.
Loans to participants are valued at cost, which approximates fair value.
ADMINISTRATIVE EXPENSES
In accordance with the provisions of the Plan, certain administrative expenses,
such as trustee fees and investment management fees, were paid by the Plan and
are included in the accompanying financial statements. Any administrative
expenses not meeting the Plan provisions were paid by the Company and are not
included in the accompanying financial statements.
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets are as follows:
YEARS ENDED DECEMBER 31
2004 2003
---------------------------
Participant-directed investments:
Dryden S&P Common 500 Index Fund $30,834,136 $29,359,102
John A. Levin & Company Large Capitalization Value Fund 10,250,561 9,529,592
Times Square Small Capitalization Growth Fund 9,951,746 10,329,562
Belden Inc. common stock - 22,609,476
Belden CDT Inc. Common Stock Fund 23,833,609 -
Non-participant-directed investments:
Guaranteed income fund* 32,866,604 32,736,531
*Included in the amount of investments in the Prudential Guaranteed Income Fund
at December 31, 2004 and 2003, are IAR balances of $2,435,244 and $2,516,603,
respectively. These are non-participant-directed investment programs as
described in Note 1. Any fund containing both participant- and
non-participant-directed investments is considered a non-participant-directed
fund for reporting purposes.
During the years ended December 31, 2004 and 2003, the Plan's investments
(including investments bought, sold, and held during the year) fluctuated in
fair value as follows:
NET APPRECIATION/(DEPRECIATION)
IN FAIR VALUE
2004 2003
------------------------------
Belden Inc. common stock $ (486,343) $ 6,590,500
Belden CDT Inc. Common Stock Fund 2,712,763 -
Prudential pooled separate accounts 6,752,736 12,886,397
-----------------------------
$ 8,979,156 $ 19,476,897
=============================
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements (continued)
Changes in non-participant-directed investments are as follows:
GUARANTEED INCOME FUND
YEARS ENDED DECEMBER 31
2004 2003
Changes attributable to:
Employer contributions $ 18,867 $ -
Employee contributions 1,865,619 1,939,702
Rollovers 8,595 49,301
Dividends and interest income 1,142,503 1,250,908
Benefit payments (3,800,726) (3,219,334)
Administrative expenses (8,080) (6,635)
Interfund transfers 903,295 (324,961)
Net increase (decrease) 130,073 (311,019)
Non-participants directed investments at beginning of year 32,736,531 33,047,550
Non-participants directed investments at end of year $ 32,866,604 $ 32,736,531
4. INCOME TAX STATUS
The Plan has received a determination letter from the IRS dated July 22, 2002,
stating that the Plan is qualified under Section 401(a) of the Internal Revenue
Code (Code) and that the related trust is exempt from taxation. Subsequent to
the issuance of the determination letter, the Plan was amended. Once qualified,
the Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan's sponsor believes the Plan, as amended, is operated in
conformity with the applicable requirements of the Code and therefore believes
the Plan is qualified and the related trust is tax-exempt.
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Belden Wire & Cable Company
Retirement Savings Plan
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Schedule H of Form 5500:
YEARS ENDED DECEMBER 31
2004 2003
Net assets available for benefits per
the financial statements $130,609,595 $124,343,858
Less: Contributions receivable 157,824 197,488
Net assets available for benefits per
Schedule H to the Form 5500 $130,451,771 $124,146,370
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2004 to Schedule H of Form
5500:
Benefits paid to participants per the financial statements $13,760,073
Less: Accrued interest on loans distributed 2,408
Less: Defaulted loans deemed distributed 118
Benefits paid to participants per Schedule H of Form 5500 $13,757,547
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and separate accounts
managed by Prudential. Prudential is the trustee and custodian as defined by the
Plan, and; therefore, these transactions qualify as party-in-interest
transactions. Certain fees paid to this trustee for investment management
services are incorporated into the expense ratio of the individual mutual funds
and separate accounts. Additionally, certain Plan investments are common stock
of the Company. The Company is the Plan sponsor as defined by the Plan, and;
therefore, these transactions qualify as party-in-interest transactions.
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Supplemental Schedule
Belden Wire & Cable Company
Retirement Savings Plan
EIN 76-0405879 Plan 003
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
DECEMBER 31, 2004
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST** VALUE
------------------------------------------------------------------------------------------------------------
Prudential Retirement Insurance
Company* Dryden S&P Index Fund $ 30,834,136
Prudential Retirement
Insurance Company* Core Bond Fund/BSAM Fund 5,367,458
Prudential Retirement Insurance Levin & Co Large Capitalization Value
Company* Fund 10,250,561
Prudential Retirement Insurance
Company* Times Square Small Cap Growth Fund 9,951,746
Prudential Retirement Insurance
Company* International Blend / The Boston Co. 1,366,710
Prudential Retirement Insurance
Company* Prudential Lifetime 20 Fund 814,565
Prudential Retirement Insurance
Company* Prudential Lifetime 30 Fund 1,391,652
Prudential Retirement Insurance
Company* Prudential Lifetime 40 Fund 2,078,466
Prudential Retirement Insurance
Company* Prudential Lifetime 50 Fund 895,902
Prudential Retirement Insurance
Company* Prudential Lifetime 60 Fund 116,480
Prudential Retirement Insurance Dresdner RCM Large Capitalization Growth
Company* Fund 386,716
Prudential Retirement Insurance Artisan Partners Mid Capitalization
Company* Growth Fund 1,875,821
Prudential Retirement Insurance Wellington Management Mid Capitalization
Company* Value Fund 3,318,011
-------------
Total pooled separate accounts 68,648,224
Belden CDT Inc.* Belden CDT Inc. Common Stock Fund 23,833,609
Various participants Participant loans, interest rates from
4.0% to 9.5% 5,103,334
-------------
Total participant-directed investments $ 97,585,167
-------------
Prudential Retirement Insurance Prudential Charter Guaranteed income fund
Company* $ 32,866,604 32,866,604
-----------------------------
Total non-participant-directed investments $ 32,866,604 32,866,604
=================------------
$ 130,451,771
=============
* Party-in-interest to the Plan.
** Cost information not required for participant-directed investments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Savings
Plan Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Belden Wire & Cable Company
Retirement Savings Plan
Date: June 28, 2005 By: /s/ Stephen H. Johnson
----------------------------
Name: Stephen H. Johnson
Title: Member, Savings Plan
Administrative Committee
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