UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission file no. 001-12561

BELDEN CDT INC.

(Exact Name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(g) of the Act:

None

      Indicate by check mark whether the registrant (1) 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) 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 of Regulation 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 this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined Rule 12b-2 of the Act).     Yes þ          No o

      At June 30, 2004, the aggregate market value of Common Stock of Belden Inc. (the accounting acquirer in the July 15, 2004 merger involving the registrant) held by non-affiliates was $539,999,226 based on the closing price ($21.43) of such stock on such date.

      There were 47,002,801 shares of registrant’s Common Stock outstanding on March 1, 2005.

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, 2004 (the “Proxy Statement”). Portions of such proxy statement are incorporated by reference into Part III.

TABLE OF CONTENTS

PART I

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) 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 been 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 Combinations, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report on Form  10-K.

      Belden CDT Inc. is a Delaware corporation incorporated in l988. Its predecessor 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. In 1993, CDT became a public company as it issued 3,500,000 shares of stock in an initial public offering.

      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) 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 of 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, Industry Segments and Geographic Information, to Belden CDT’s Consolidated Financial Statements in Item 8 of this Annual Report on Form 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.

      Our various wire and cable configurations are produced and sold by both the Electronics business segment and the Networking business segment. These configurations include:

      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 an end-to-end structured cabling solution.

      Other products include cabinets and enclosures, tubing and sleeving products to protect and organize wire and cable, passive components such as Power Over Ethernet modules, and services.

Markets and Products, Electronics Segment

      Our Electronics business segment designs, manufactures and markets metallic and fiber optic wire and cable products, 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%, 69%, and 68% of Belden CDT’s consolidated revenues in 2004, 2003 and 2002, 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 and hook-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).

      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), 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

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. We provide specialized cables for use in commercial and military aircraft, including cables for fly-by-wire systems, fuel systems, and in-flight entertainment systems. Some of these products withstand extreme temperatures (up to 2000° 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 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.

Markets and Products, Networking Segment

      Our Networking business segment designs, manufactures and markets metallic and fiber optic cable and connectivity products. The segment also designs, manufactures 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. The Networking business segment contributed approximately 37%, 31%, and 32% of Belden CDT’s consolidated revenues in 2004, 2003 and 2002 respectively.

      Networking. In the Networking market, we supply cable and connectivity products for the electronic and optical transmission of data, voice, and multimedia over local and wide area networks. Products in this segment include high-performance cables (including copper multiconductor, coaxial, and fiber optic cables), connectors, wiring racks, panels, and interconnecting hardware for end-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 segment of the networking market that prefers an integrated product line, and we are also a significant provider of cable for customers who prefer an open-architecture approach, in which the system integrator will specify our cables for use with the connectivity components of other suppliers.

      Our primary channels to the Networking market include distributors and systems integrators who design and install data/voice systems.

      Communications. Within the Communications 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.

      Also within the Communications market, we manufacture flexible, copper-clad coaxial cable for high-speed transmission of voice, data and video (“broadband”), used for the “drop” section of cable television (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

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, 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% of our sales in 2004. Sales to BT Group PLC by our Networking business segment represented approximately 10% of our total sales.

      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.

      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.

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, 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 on Form 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 risks inherent in maintaining operations abroad such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, and adverse foreign tax laws.

      Financial information for Belden CDT by geographic area is shown in Note 22, Industry Segments and Geographic Information, to the Company’s Consolidated Financial Statements in Item 8 of this Annual Report on Form 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. Some products are manufactured to meet published industry specifications and cannot be differentiated 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 statements in Item 8 of this Annual Report on Form 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)® trademarks. 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® FEP, PVC, and polyethylene. We also use 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.

      Belden CDT sources a minor percentage of its finished products from a network of manufacturers under private label agreements.

      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 on Form 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. 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, the Company’s backlog of orders believed to be firm was $74.9 million (most of which was attributable to the Electronics business segment) compared with $38.8 million at December 31, 2003. The Company believes that all such backlog will be filled in 2005.

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), the Clean Water Act, the Clean Air Act, the Emergency Planning and Community Right-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 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 some form of remediation may 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 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 a trial date 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 we have recorded a liability for the estimated costs related to resolution of the 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) with respect to three 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 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 three waste sites 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 two of the sites, Belden CDT’s share of the waste volume is estimated to be less than 1%. At the third 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 or financial condition. We have an accrued liability on the balance sheet to the extent such costs are known and estimable for such sites.

      We do not currently anticipate any material adverse effect on our results of operations, financial condition 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 CDT had approximately 6,100 employees and about 650 workers under contract manufacturing arrangements in Mexico. Approximately 3,000 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 serves 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 CDT 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

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 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 at www.beldencdt.com where our Annual Report 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 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 December 31, 2004. All executive officers are elected to terms that expire at the organizational meeting of the Board of Directors following the Annual Meeting of Shareholders.

      C. Baker Cunningham has been President, Chief Executive Officer and Director of 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.

      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 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. Johnson has been Treasurer of the Company since July 2004, and was Treasurer of Belden Inc. from July 2000 to July 2004. He was Vice President, Finance of Belden Electronics 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. in History from Austin College and a Ph.D. in Philosophy from the University of Texas at Austin. He is a Certified Public Accountant.

      Robert W. Matz has 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. Reece has 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.

      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. degree from Ball State University.

      Peter Sheehan has 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 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.

      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:

      The total square footage of all Electronics business segment locations and Networking business segment locations in North America are approximately 2.74 million square feet and 1.17 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 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.

      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 214 of which the Company was aware at March 7, 2005) in which the Company is one of many defendants, 24 of which are scheduled for trial during 2005.

      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, in 24 of these cases, plaintiffs generally allege only damages in excess of some dollar amount (i.e., in one case, not less than

$15 thousand and in the other cases, in excess of $50 thousand). In 186 of these cases, plaintiffs generally do not allege a specific damage demand. As to the other four cases, the plaintiffs generally allege monetary damages for a specified amount, the largest amount claimed being $10 million compensatory and $10 million punitive damages (which has been asserted in two of these cases). 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 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, the Company had been dismissed in approximately 64 similar cases without any going to trial or 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 judgment 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.

      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 or financial condition.

      See “Item 1. Business — Environmental Matters” regarding certain proceedings arising under environmental laws.

      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

      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 reverse one-for-two stock split that occurred one moment before the merger. The Company changed its fiscal year end from July 31 to 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, there were approximately 854 record holders of common stock of Belden CDT Inc.

      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 Company paid a dividend of $0.05 per share in the fourth quarter of 2004, paid a dividend of $0.05 in January 2005, and in February 2005 declared a dividend of $0.05 payable in April 2005. The Company anticipates that comparable cash dividends will continue to be paid quarterly in the foreseeable future.

Common Stock Prices and Dividends

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

BDC from July 16, 2004 onward

      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.

      On April 3, 2000, the Company purchased certain assets and assumed certain liabilities of the metallic communications cable operations of Corning Communications Limited in Manchester, United Kingdom for $15.5 million.

      Financial data for the years ended December 31, 2003, 2002, 2001 and 2000 have been restated for the impact of the Company’s 2004 conversion from the last-in, first-out method to the first-in, first out method related to the costing of certain inventories in the United States.

      For the years ended December 31, 2001 and 2000, the Company recognized amortization expense of goodwill in the amounts of $2.1 million and $2.2 million, respectively.

      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 on Form 10-K requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various 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”, which identify important factors that could cause actual results to differ materially from those in the forward-looking statements.

Overview

      The Company 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 Europe and had a manufacturing facility in Australia until June 2003.

      The Company believes that revenue growth, operating margins and working capital management are its key performance indicators.

      During the five-year period from 2000 through 2004, the Company’s total revenues increased by 14% from $850.4 million to $966.2 million. This revenue comparison reflects two offsetting trends:

Business Combination

      Belden Inc. (Belden) and Cable Design Technologies Corporation (CDT) entered into an Agreement and Plan of Merger, dated February 4, 2004 (the Merger Agreement) pursuant to which Belden merged with and became a wholly owned subsidiary of CDT (the Merger). On July 15, 2004, after receiving the appropriate stockholder approvals and pursuant to the Merger Agreement, Belden and CDT completed the Merger. 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 Combinations, to the Consolidated Financial Statements in this Annual Report on Form 10-K.

      The Merger included the following significant related transactions:

      As of the Merger consummation date, the Company 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.

      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 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 million and consisted of the exchange of common stock discussed above, change of control costs for legacy CDT operations 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 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 has recognized preliminary goodwill related to the Merger in the amount of $203.0 million as of December 31, 2004.

      For financial reporting purposes, the results of operations of CDT are included in the Company’s Consolidated Statements of Operations from July 16, 2004.

      A preliminary estimate of 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 results presenting selected operating information for the Company as if the Merger and the one-for-two reverse stock split had been completed as of the beginning of the years ended December 31, 2004 and 2003 are included in Note 3, Business Combinations, to the Consolidated Financial Statements in this Annual Report on Form 10-K.

Discontinued Operations

      The Company currently reports four operations — the Belden Communications Company (BCC) Phoenix, Arizona operation; the Raydex/ CDT Ltd. Skelmersdale, United Kingdom operation; Montrose; and Admiral — 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.

      Discussion regarding each operation, including (1) a listing of the major classes of assets and liabilities belonging to each operation at December 31, 2004 that remain as part of the disposal group and (2) a listing 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.

Consolidated Operating Results

      The following table sets forth information comparing 2004 consolidated operating results with 2003 and 2002.

Business Segments

      The Company conducts its 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). 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.

      The following table sets forth information comparing 2004 Networking segment operating results with 2003 and 2002.

Operating Results — 2004 Compared With 2003

Continuing Operations 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 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:

      Factors partially mitigating the net increased sales volume are listed below:

      The impact of increased product pricing contributed 6.0 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 operations across all products 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.

      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’s 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’s 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’s 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’s 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’s 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’s 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’s 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’s 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’s 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.

      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’s 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’s decision to cease, in the second quarter of 2003, the production of certain products with networking/communications applications in the Australia market.

Continuing Operations Costs, Expenses and Earnings

      The following table sets forth information comparing the 2004 components of earnings with 2003.

      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 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 from personnel reductions within the Electronics segment and the Networking segment, respectively. 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. Also partially offsetting the favorable comparisons were severance and other benefits costs of $10.3 million recognized in 2004 related to personnel reductions in North America and Europe, severance and other benefits costs of $1.1 million recognized in 2004 related to a planned manufacturing facility closure in the United States, the impact of the step-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 earnings 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

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 earnings 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 earnings 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, nonoperating income of $1.7 million recognized in the second quarter of 2004 on the Company’s 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 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 effective annual tax rate was 50.9% and 30.7% in 2004 and 2003, respectively. Absent the impact of an additional valuation allowance, the Company’s effective tax rate was 20.8% for 2004. The tax rate increase was due primarily to a 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 operations 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.

      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 industrial 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 under Continuing Operations Consolidated Revenues beginning 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.

      Favorable foreign currency translation on international revenues contributed 3.1 percentage points of revenue increase.

      Operating earnings increased 59.6% to $47.3 million for 2004 from $29.7 million for 2003 due mainly to the Merger, higher sales volumes, increased product sales prices and the current-year impact of both manufacturing and SG&A cost reduction initiatives. Also contributing to the favorable operating earnings 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. Mill) from this segment to the Networking segment effective July 1, 2003.

      These positive factors were partially offset by higher product costs resulting from increasing purchase prices for copper, Teflon® FEP and commodities derived from both petroleum and natural gas. Also partially offsetting the favorable operating earnings 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 the step-up in the carrying values of CDT inventories that resulted from the Merger, severance and other benefits costs of $9.9 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 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 revenues from external customers, operating earnings increased to 7.8% in 2004 from 6.9% in 2003 due to the previously mentioned items.

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 largest customer and by increased unit sales of products with industrial applications and video/sound/security applications by the Company’s 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.

      Operating earnings increased 95.3% to $19.9 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 operating earnings of international operations and the current-period impact of both manufacturing and SG&A cost reduction initiatives. Also contributing to the favorable operating earnings comparison were

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 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 earnings 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 earnings 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. Also partially offsetting the favorable comparisons were severance and other benefits costs of $0.4 million recognized in 2004 related to production personnel reductions within the segment, the impact of the step-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 earnings as a percent of revenues from external customers increased to 5.5% in 2004 from 5.2% in 2003 due to the previously mentioned items.

Discontinued Operations

      Loss from discontinued operations for 2004 includes:

      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.

Operating Results — 2003 Compared With 2002

Continuing Operations Revenues

      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.

      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.

      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

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.

      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 sources of cash liquidity included cash and cash equivalents, cash from operations and amounts available under credit facilities. Generally, the Company’s 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 believes that these sources are sufficient to fund the current requirements of working capital, to make scheduled pension contributions for the Company’s 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 carryforwards as of December 31, 2004 in Australia, Germany, the Netherlands and the United States suggest the Company’s cash tax payments will be minimal in 2005. 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 2005 are $25.0 million to $30.0 million, of which approximately $12.0 million relates to capacity maintenance and enhancement. The Company has the ability to revise and reschedule the anticipated capital expenditure program should the Company’s financial position require it.

      Any materially adverse reaction to customer demand, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company’s product mix or

economic conditions worldwide could affect the ability of the Company to continue to fund its needs from business operations.

      Net cash provided by continuing operations totaled $43.4 million and $79.2 million in 2004 and 2003, respectively. Net cash used for discontinued operations totaled $0.5 million and $1.8 million in 2004 and 2003, respectively.

      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 accounts payable and accrued liabilities. Inventories increased from December 31, 2003 due to the Company’s 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 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 Company elected to fund certain contributions to one of its retirement savings plans with common stock held in treasury rather than with cash. Treasury stock had a FIFO cost basis of $1.8 million and a market value of $2.3 million.

      Also in 2004, the Company elected to partially compensate its nonemployee Directors 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 Company also amortized $2.9 million of unearned deferred compensation related to nonvested common stock it awarded to certain key employees in lieu of cash compensation during 2001 through 2004.

      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 2004. Treasury stock had a FIFO cost basis of $0.1 million and a market value of $0.1 million.

      The Company 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 Company 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 Company 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’s inability to recover its investment in both the tangible and intangible assets of BCC’s discontinued Phoenix, Arizona operation.

      In 2003, the Company elected to fund certain contributions to one of its 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 Company elected to partially compensate its 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

market value of $0.1 million. During 2003, the Company also amortized $1.6 million of unearned deferred compensation related to nonvested common stock it awarded to certain key employees in lieu of cash compensation during 2001 through 2003.

      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 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 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 exit of certain product lines throughout the world 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.

      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.

      In 2004, the Company incurred $6.2 million in transaction costs associated with the Merger.

      Also in 2004, the Company received $82.1 million related to the sale of certain assets of BCC’s discontinued Phoenix operations to Superior Essex Communication LLC (Superior).

      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

      Capital expenditures decreased in 2004 from expenditures levels in 2003 and 2002 as the Company evaluated its capital expenditure needs in light of the Merger. Capital expenditures for continuing operations during 2004, 2003 and 2002 were approximately 1.2%, 1.6% and 3.2% of total revenues, respectively. Approximately 67%, 76% and 65% of capital expenditures for continuing operations were utilized for maintaining and enhancing existing production capabilities in 2004, 2003 and 2002, respectively.

      The Company repaid approximately $66.7 million and $31.5 million of debt during 2004 and 2002, 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 2004, 2003, and 2002.

      Borrowings and other contractual obligations have the following scheduled maturities:

      The Company anticipates making increased contributions to its pension plans during 2005. The Company’s contributions to these plans during 2004 were $14.5 million. The anticipated increase results primarily from funding required for the United States pension plan and for the Canadian pension plans acquired in connection with the Merger. The Company anticipates contributing $25.5 million to its pension plans during 2005, $14.4 million and $4.0 million of which is attributable to the United States and Canadian pension plans, respectively. While the amount of contributions to its pension plans for the years after 2005 is affected by the investment results from the plans’ assets, the Company currently anticipates contributions to its pension plans for 2006 and 2007 of $17.0 million and $13.6 million respectively.

      Other commercial commitments have the following scheduled maturities:

Working Capital

      Current assets increased $249.3 million, or 62.3%, from $400.0 million at December 31, 2003 to $649.3 million at December 31, 2004 due primarily to the Merger. Absent the current assets acquired in the Merger, current assets decreased by $35.1 million, or 8.8%, from December 31, 2003. This decrease resulted primarily from a reduction in current assets of discontinued operations and other current assets partially offset by increases in cash and cash equivalents, receivables and inventories.

      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:

      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 million, or 24.7%, 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 $46.0 million, or 26.3%, from December 31, 2003. This reduction in current liabilities was primarily due to decreases in both current maturities of long-term debt and current liabilities of discontinued operations partially offset by an increase in accounts payable and accrued liabilities.

      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.

Capital Structure

      The Company’s capital structure consists primarily of long-term debt and stockholders’ equity. The capital structure increased $575.0 million due primarily to the Merger.

      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 $15.0 million annual increments in August 2005 through August 2009. In 1999, the Company 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 maximum leverage ratio and minimum net worth. The Company was in compliance with these covenants at December 31, 2004. The Company repaid the $64.0 million tranche of the 1999 placement in September 2004.

      At December 31, 2004, the Company 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 per share, upon the occurrence of certain events. The conversion price is subject to adjustment in certain circumstances. Holders may surrender their debentures for conversion 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, condition (1) had been met, 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 Company 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 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.

      The Company entered into a credit agreement with a group of six 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. In general, a portion of the Company’s assets in the United States, other than real property, secures any borrowing under the Credit Agreement. The amount of any such

borrowing is 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 becomes applicable if the sum of the Company’s excess borrowing availability and unrestricted cash falls below $25.0 million. There were no outstanding borrowings at December 31, 2004 under the Credit Agreement. The Company had $23.6 million in borrowing capacity available at December 31, 2004.

      The Company also had unsecured, uncommitted arrangements with 10 banks under which it may borrow up to $13.2 million at prevailing interest rates. At December 31, 2004, the Company had no outstanding borrowings under these arrangements.

      The Company 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 notes in accordance with SFAS No. 133, as amended by SFAS No. 137, SFAS No. 138 and SFAS No. 149. 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.

      Stockholders’ equity increased by $528.5 million, or 187.7%, from 2003 to 2004 due primarily to the Merger. Absent the impact of the Merger, stockholders’ equity increased by $38.1 million from December 31, 2003. This increase resulted primarily from increases in 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 the impact of the Merger, additional paid in capital increased $2.6 million from December 31, 2003 due primarily 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. Accumulated other comprehensive income increased $20.4 million due primarily to a $24.2 positive effect of currency exchange rates on financial statement translation partially offset by a $3.8 unfavorable minimum pension liability adjustment. Treasury stock decreased by $7.7 million because the Company cancelled all shares of Belden common stock held in treasury immediately prior to the Merger. Unearned deferred compensation increased $0.5 million due to nonvested stock awards granted to key employees during the year partially offset by 2004 amortization.

Off-Balance Sheet Arrangements

      The Company was not a party to any of the following types of off-balance sheet arrangements at December 31, 2004:

Effects of Inflation

      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 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), the Clean Water Act, the Clean Air Act, the Emergency Planning and Community Right-To-Know Act and the Resource Conservation and Recovery Act. The Company believes that its existing environmental control procedures are adequate and has 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 agreed to indemnify 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 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 some form of remediation may be necessary. The Company has recorded a liability for the estimated costs. In addition, the Company may need to make capital expenditures to install groundwater treatment equipment. The Company does not expect the capital expenditures to materially affect financial results or cash flow.

      The Company is 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 a 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 a 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 the early stages of assessment, the Company cannot predict at this time the extent of any liability. However, the Company has accrued amounts 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 has been identified as a potentially responsible party (PRP) with respect to three 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

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 three waste sites 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 two of the sites, Belden CDT’s share of the waste volume is estimated to be less than 1%. At the third site, Belden contributed less than 10% of the waste. Although no estimates of cleanup costs have yet been completed for these sites, the Company believes, based on its 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 results of operations or financial condition. The Company has recorded an accrued liability on the Consolidated Balance Sheet to the extent such costs are known and estimable for such sites.

      The Company does not currently anticipate any material adverse effect on results of operations, financial condition 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.

Impact of Newly Issued Accounting Standards

      The following accounting standards or guidance were issued or became effective during the year ended December 31, 2004. Each of these standards or guidance should, to some degree, have an effect on the Company’s results of operations, financial position or cash flow beginning in 2005:

      The effects of these accounting standards on the Company’s Consolidated Financial Statements are discussed in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in this Annual Report on Form 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 Company to make judgments, assumptions and estimates that affect the amounts reported in its Consolidated Financial Statements and accompanying notes. Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in this Annual Report on Form 10-K describes the significant accounting policies and methods used in preparing the Consolidated Financial Statements. The Company considers the accounting policies described below to be its 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 its 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 believes these judgments have been materially accurate in the past and the basis for these judgments should not change significantly in the future. The

Company’s senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of the Company’s 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 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.

Sales Incentive, Product Price Protection and Returned Material Allowances

      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 in 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 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. Actual results may differ materially from these estimates.

      The Company recognized incentive allowances totaling $16.7 million, $6.0 million and $5.3 million as a deduction in gross revenues in 2004, 2003 and 2002, respectively.

Allowance for Doubtful Accounts

      The Company evaluates 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 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. There have been occasions over the past decade where the Company 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 Company and are reevaluated and adjusted as additional information is received.

      The Company recognized bad debt expense of $0.7 million, $0.8 million and $1.8 million as a component of operating expenses in 2004, 2003 and 2002, respectively.

      The allowance for doubtful accounts at December 31, 2004 and 2003 was $5.6 million and $2.7 million, respectively.

Inventory Allowances

      The Company evaluates the realizability of its inventory on a product-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 records a charge to cost of goods sold and reduces 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’s estimates.

      At December 31, 2004 and 2003, the Company had inventory allowances of $22.7 million and $3.8 million, respectively.

Deferred Tax Assets

      The Company recognizes deferred tax assets resulting from tax credit carryforwards, NOL carryforwards and deductible temporary differences between taxable income/(loss) on its income tax returns and income/(loss) 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’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.

      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 million valuation reserve during 2004 with respect to net operating losses generated in the Netherlands. 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 ownership change, the Company believes that Section 382 will have little, if any, impact upon the utilization of its NOL carryforwards.

      The Company’s NOL carryforwards totaled $353.5 million in at December 31, 2004. Unless otherwise utilized, NOL carryforwards totaling $0.4 million will expire in 2005, NOL carryforwards totaling $11.9 million will expire in 2006, NOL carryforwards totaling $57.7 million will expire between 2007 and 2009, and NOL carryforwards totaling $198.1 million will expire between 2010 and 2024. NOL carryforwards with an indefinite carryforward period total $85.4 million. NOL carryforwards are presented net of liabilities related to the Tax Sharing and Separation Agreement between the Company and its former owner, Cooper Industries Ltd.

Income Tax Contingencies

      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.

Valuation of Long-Lived Tangible Assets and Amortizable Intangible Assets

      In accordance with SFAS No. 144, the Company reviews 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 its 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 determines 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 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.

      The discounted cash flow analyses and present value analyses that the Company uses to estimate the fair value of its 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’s percentage of that market, groupings of assets, discount rates, terminal growth rates and other variables. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are not predictable with precision and therefore are inherently uncertain. Actual future results could differ from these estimates.

      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, the 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 fair value. This loss was reflected as other operating expense in the Consolidated Statement of Operations for 2004.

      During 2003, the Company determined that asset groups within the North American operations of its former Communications segment were impaired. The Company 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 Company determined that fair values of asset groups within the North American operations of its former Communications segment were less than carrying amounts by $92.4 million. The Company included this impairment charge in loss from discontinued operations in the Consolidated Statement of Operations for 2003.

      During 2003, the Company identified certain equipment in its German manufacturing facility in the Electronics segment that would not be transferred to the Company’s other manufacturing facilities after the closure of the German manufacturing facility late 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 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 evaluates 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 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 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 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.

      The income approach, which the Company uses to estimate the fair value of its 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 its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results could differ from these estimates.

      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 both 2004 and 2003, the Company performed an evaluation of the recoverability of the carrying value of its goodwill using discounted cash flow projections. Based on the discounted cash flow projections, the Company determined that the carrying value of its goodwill was recoverable at both December 31, 2004 and 2003.

      The Company believes that if there is little to no improvement during 2005 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 its 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’ goodwill. Goodwill, net of accumulated amortization, for the Netherlands and Germany operations of the Electronics segment totaled $14.1 million at December 31, 2004.

      During 2004, the Company also performed an evaluation of the recoverability of the carrying values of its indefinite-lived intangible assets not subject to amortization. Based on a comparison of the fair values of these

assets with their respective carrying values, the Company determined that the carrying values of its indefinite-lived intangible assets not subject to amortization were recoverable at December 31, 2004.

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, to the Consolidated Financial Statements in this Annual Report on Form 10-K. 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. 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 believes the assumed rate is a reasonable assumption for the long-term performance of its 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’s estimations are described in further detail in Note 3, Business Combinations, to the Consolidated Financial Statements in this Annual Report on Form 10-K.

Outlook

      The Company anticipates further moderate improvement in the general economies of both North America and Europe in 2005. The Company has announced price increases taking effect during the first quarter of 2005 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 estimates that its 2005 revenues will increase between 5% and 10% compared with pro forma revenues for 2004. Pro forma revenue 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 because management believes it supplies meaningful additional information about the Company’s performance and its ability 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 completed 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

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 that operating margins will improve and will be between 8.5% and 9.5% of revenues 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 of the Canadian plans acquired in the Merger and the continuing impact of investment losses incurred from 2001 through 2003 on the calculation of plan expenses.

      The Company anticipates funding $25.5 million in pension contributions and $2.5 million in contributions for other postretirement benefit plans in the upcoming year. The Company also anticipates paying off a tranche of its 1997 medium-term notes in the amount of $15.0 million in August 2005. The Company anticipates it 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 2005 will be 35%. Because of NOL carryforwards, the Company anticipates that it will not make cash payments of United States income taxes during 2005. Cash payments of income taxes will occur for some state and local jurisdictions in the United States and some national jurisdictions outside the United States.

      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 2005 are expected to be $38.0 million. Capital expenditures for Belden CDT during 2005 are expected to be between $25.0 million and $30.0 million.

      The Company has incurred severance charges having 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, 2004 is $20.4 million. Management expects that that all of these charges will be funded in 2005. 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 will have a negative effect on 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

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 anticipates 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 in the “Outlook” section, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As such, they are based on current expectations, estimates, forecasts 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.

      The Company’s actual results may differ materially from such forward-looking statements for the following reasons:

      Market risks relating to the Company’s 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 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. Each of these risks is discussed below.

Foreign Currency Exchange Rate Risk

      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 convert a notional amount of 2.6 million euros into 82.4 million Czech koruny in April 2005. The Company does not consider the contract to be an effective hedge of its cash flow exposure and therefore, records all currency gains or losses in the Consolidated Statement of Operations as they occur. The Company had no other foreign currency derivatives outstanding at December 31, 2004 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.

Commodity Price Risk

      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 does not speculate on commodity prices.

      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. 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, 2004 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 copper at December 31, 2004 by the amount of pounds held at average cost. The fair value of purchase commitments and physical inventory as of December 31, 2004 is also presented.

      The Company is also exposed to price risk related to its purchase of selected commodities derived from petroleum and natural gas 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 pricing of these commodities may become more volatile due to the increased prices of both petroleum and natural gas 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. There is a modest correlation, primarily in the Networking segment, between costs for commodities derived from petroleum and natural gas and the ultimate selling price of the product. Exposures to most changes in costs for commodities derived from petroleum and natural gas remain unprotected.

Interest Rate Risk

      The Company manages its debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates. The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. For the Company’s debt obligations, 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.

Credit Risk

      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%, 50% and 50% of revenues in 2004, 2003 and 2002, respectively.

      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 was exposed at December 31, 2004 and 2003. Historically, these customers generally pay all outstanding receivables within thirty to sixty days of invoice receipt.

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, 2004 and 2003, 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. 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, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, 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 Accounting Oversight Board (United States), the effectiveness of Belden CDT Inc.’s internal control over financial reporting as of December 31, 2004 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, 2005 expressed an unqualified opinion thereon.

St. Louis, Missouri

March 29, 2005

Belden CDT Inc.

Consolidated Balance Sheets

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

Belden CDT Inc.

Consolidated Statements of Operations

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

Belden CDT Inc.

Consolidated Cash Flow Statements

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

Belden CDT Inc.

Consolidated Stockholders’ Equity Statements