UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2005
Or
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934.
For the transition period from___________________to_____________________
COMMISSION FILE NUMBER 001-12561
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Belden CDT Inc. Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Belden CDT Inc.
7701 Forsyth Blvd., Suite 800
St. Louis, Missouri 63105
BELDEN CDT INC.
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
Page
Reports of Independent Registered Public Accounting Firm 4
Financial Statements and Supplemental Schedule
Statements of Net Assets Available for Benefits as of 5
December 31, 2005 and 2004
Statements of Changes in Net Assets Available for Benefits 6
for the years ended December 31, 2005 and 2004
Notes to Financial Statements 7
Supplemental Schedule - Form 5500, Schedule H, Line 4i - Schedule 16
of Assets (Held at End of Year)
Signature 17
Exhibit
Consents of Independent Registered Public Accounting Firm 18
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
BELDEN CDT INC. RETIREMENT SAVINGS PLAN
YEARS ENDED DECEMBER 31, 2005 AND 2004
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Sponsor
Belden CDT Inc. Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Belden CDT Inc. Retirement Savings Plan as of December 31, 2005 and 2004,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The plan is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Belden CDT
Inc. Retirement Savings Plan as of December 31, 2005 and 2004, and the changes
in its net assets available for benefits for the years then ended in conformity
with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic 2005 financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Brown Smith Wallace, LLC
June 16, 2006
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Belden CDT Inc.
Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2005 2004
------------------------------------
ASSETS
Investments, at fair value (Note 3):
Belden CDT Inc. Stock Fund $ 25,627,660 $ 23,833,609
Pooled separate accounts 90,610,809 68,648,224
Guaranteed income fund 42,311,701 32,866,604
Participant loans 5,956,087 5,103,334
------------------------------------
164,506,257 130,451,771
Receivables:
Employer match contributions 122,308 64,598
Employee contributions 180,026 93,226
------------------------------------
302,334 157,824
------------------------------------
Net assets available for benefits $164,808,591 $130,609,595
====================================
See accompanying notes.
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Belden CDT Inc.
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEARS ENDED DECEMBER 31
2005 2004
------------------------------------
Additions to net assets attributed to:
Dividends and interest income $ 1,998,420 $ 1,524,470
Contributions:
Rollovers from other qualified plans 207,152 34,215
Employer match 4,598,566 3,599,425
Employee 7,866,171 5,921,534
------------------------------------
Total additions 14,670,309 11,079,644
Deductions from net assets attributed to:
Benefit payments 15,948,661 13,760,073
Administrative expenses 35,376 32,990
------------------------------------
Total deductions 15,984,037 13,793,063
Transfers (to)/from other plans:
Transfer from CDT retirement savings plan 29,825,151 -
Transfer (to) alternate funding agencies (1,653,878) -
------------------------------------
28,171,273 -
Net realized and unrealized appreciation in fair value of investments
7,341,451 8,979,156
------------------------------------
Net increase 34,198,996 6,265,737
Net assets available for benefits at beginning of year 130,609,595 124,343,858
------------------------------------
Net assets available for benefits at end of year $164,808,591 $130,609,595
====================================
See accompanying notes.
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements
December 31, 2005
1. DESCRIPTION OF THE PLAN
The following description of the Belden CDT Inc. Retirement Savings Plan (Plan)
provides only general information. Participants should refer to the Plan's
Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan with a 401(k) feature sponsored by
Belden CDT Inc. (Company). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Effective July 15, 2004, Belden Inc. merged with Cable Design Technologies
Corporation to form Belden CDT Inc. As a result of the merger, the Plan received
one share of Belden CDT Inc. common stock for each share of Belden Inc. common
stock.
ELIGIBILITY FOR PARTICIPATION
An eligible employee as defined by the Plan document becomes a participant of
the Plan on the date of employment.
CONTRIBUTIONS
Participant contributions are remitted each pay period to the Plan by the
employer from employee payroll deductions. Company 401(k) matching contributions
are made to the Plan each pay period based on Plan provisions. The Plan also
accepts qualified employee rollover contributions.
Under the 401(k) feature, participants may contribute from 1% to 50% of their
eligible compensation on a pretax basis. The Company matches 100% of the first
3% contributed and 50% of the second 3% contributed. The Company's matching
contributions are used to purchase Belden CDT Inc. common stock. All
contributions are subject to applicable limitations. Participant contributions
and Company matching contributions are fully vested when they are made.
Beginning January 1, 2006, the Company's matching contributions are made in cash
and invested in the same manner as the participant's contributions.
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
A separate account is maintained for each participant, and participants may
invest their savings in any combination of the available fund options in whole
percent increments. Subject to the constraint described in the following
sentence, participants can transfer their fund balance to another fund on a
daily basis. Effective January 1, 2004, participants may transfer funds into or
out of the Belden CDT Inc. common stock fund only to the extent such funds are
attributable to the Company's previous matching contributions. Prior to January
1, 2004, participants could only transfer funds out of the Belden CDT Inc.
common stock fund. Effective January 1, 2006, participants may only transfer
funds out of the Belden CDT Inc. common stock fund.
TRANSFERS
Effective January 1, 2005, the CDT Retirement Savings Plan merged into the
Belden CDT Inc. Retirement Savings Plan. The financial statements for 2005
reflect $29,825,151 in assets transferred into the Plan due to this merger.
Investments, at fair value $28,247,448
Participant loans receivable 1,577,703
----------------------
Total assets transferred $29,825,151
======================
INVESTMENTS
The Trustee holds all of the Plan assets and is responsible for benefit payments
from the trust fund according to information submitted by the plan sponsor and
participants.
RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
PARTICIPANT ACCOUNTS
The Company has established and maintains accounts for each participant. These
accounts are credited with investment income based upon the participants'
account balances in relation to the total fund balances to which they have
elected to contribute.
-8-
Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
Prior to 1999, certain employees participated in an Individual Account
Retirement (IAR) benefit feature. Under this feature, the Company made
contributions and maintained separate accounts for each participant. When the
IAR feature was discontinued, certain participants transferred their account
balances out of the Plan. The fund balances of those IAR participants that
elected to leave their account balances in the Plan are invested in the
guaranteed income fund and are also credited with investment income.
BENEFITS
The Summary Plan Description, which is provided to participants, contains a
description of the Plan and how participants may receive benefit payments. The
Plan provides for the payment of benefits to participants upon retirement in a
lump-sum payment, depending on the participant's election. A participant may
elect to transfer his account to the Belden CDT Inc. Pension Plan for purposes
of converting it to an annuity.
WITHDRAWAL RIGHTS
Participants may withdraw amounts from their accounts before retirement subject
to Plan provisions and Internal Revenue Service (IRS) regulations. Participants
are allowed to make hardship and age 59 1/2 withdrawals.
PARTICIPANT LOANS
Participants who are active employees of the Company are permitted to borrow
from their accounts up to amounts specified in the Plan's provisions.
Participants borrow at interest rates determined by the Plan and may not have
more than one loan outstanding at any time.
PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, the
Company has the right under the Plan to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants are fully
vested in their accounts.
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared using the accrual basis
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
INVESTMENT VALUATION/INCOME RECOGNITION
Investments in pooled separate accounts are stated at fair value as determined
by Prudential Retirement Insurance Company (Prudential), the custodian, and are
based on the net asset value of units held at year-end. The Plan's investment in
the guaranteed income fund is valued at fair value as defined by Prudential.
Prudential has the right to defer transfers or distributions under certain
limited circumstances. Shares of Belden CDT Inc. common stock are valued at the
closing bid price on the last business day of the year.
Loans to participants are valued at cost, which approximates fair value.
ADMINISTRATIVE EXPENSES
In accordance with the provisions of the Plan, certain administrative expenses,
such as trustee fees and investment management fees, were paid by the Plan and
are included in the accompanying financial statements. Any administrative
expenses not meeting the Plan provisions were paid by the Company and are not
included in the accompanying financial statements.
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets are as follows:
YEARS ENDED DECEMBER 31
2005 2004
----------------------------------
Participant-directed investments:
Dryden S&P Common 500 Index Fund $31,143,647 $30,834,136
John A. Levin & Company Large Capitalization Value Fund
10,478,655 10,250,561
Times Square Small Capitalization Growth Fund 11,693,138 9,951,746
Belden CDT Inc. Common Stock Fund 25,627,660 23,833,609
Non-participant-directed investments:
Guaranteed income fund* 42,311,701 32,866,604
* Included in the amount of investments in the Prudential Guaranteed Income
Fund at December 31, 2005 and 2004, are IAR balances of $2,259,805 and
$2,435,244, respectively. These are non-participant-directed investment
programs as described in Note 1. Any fund containing both participant- and
non-participant-directed investments is considered a
non-participant-directed fund for reporting purposes.
During the years ended December 31, 2005 and 2004, the Plan's investments
(including investments bought, sold, and held during the year) fluctuated in
fair value as follows:
NET APPRECIATION/(DEPRECIATION) IN
FAIR VALUE
2005 2004
----------------------------------
Belden Inc. common stock $ - $ (486,343)
Belden CDT Inc. Common Stock Fund 1,539,472 2,712,763
Prudential pooled separate accounts 5,801,979 6,752,736
----------------------------------
$ 7,341,451 $ 8,979,156
==================================
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
Changes in non-participant-directed investments are as follows:
GUARANTEED INCOME FUND
YEARS ENDED DECEMBER 31
----------------------------------
2005 2004
Changes attributable to:
Employer contributions $ 342 $ 18,867
Employee contributions 2,504,996 1,865,619
Rollovers 74,618 8,595
Dividends and interest income 1,619,418 1,142,503
Benefit payments (4,902,946) (3,800,726)
Administrative expenses (12,541) (8,080)
Interfund transfers 1,641,189 903,295
Transfers in/out 8,520,021 -
----------------------------------
Net increase 9,445,097 130,073
Non-participants directed investments at beginning of year 32,866,604 32,736,531
----------------------------------
Non-participants directed investments at end of year $ 42,311,701 $ 32,866,604
==================================
4. INCOME TAX STATUS
The Plan has received a determination letter from the IRS dated July 22, 2002,
stating that the Plan is qualified under Section 401(a) of the Internal Revenue
Code (Code) and that the related trust is exempt from taxation. Subsequent to
the issuance of the determination letter, the Plan was amended. Once qualified,
the Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan's sponsor believes the Plan, as amended, is operated in
conformity with the applicable requirements of the Code and therefore believes
the Plan is qualified and the related trust is tax-exempt.
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Schedule H of Form 5500:
YEARS ENDED DECEMBER 31
2005 2004
---------------------------------
Net assets available for benefits per
the financial statements $164,808,591 $130,609,595
Less: Contributions receivable 302,334 157,824
---------------------------------
Net assets available for benefits per
Schedule H to the Form 5500 $164,506,257 $130,451,771
=================================
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2005 to Schedule H of Form
5500:
Benefits paid to participants per the financial statements $15,948,661
Less: Accrued interest on loans distributed 8,285
Plus: Defaulted loans deemed distributed 439
Plus: Transfers to alternate funding agencies 1,653,878
------------
Benefits paid to participants per Schedule H of Form 5500 $17,594,693
============
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and separate accounts
managed by Prudential. Prudential is the trustee and custodian as defined by the
Plan, and; therefore, these transactions qualify as party-in-interest
transactions. Certain fees paid to this trustee for investment management
services are incorporated into the expense ratio of the individual mutual funds
and separate accounts. Additionally, certain Plan investments are common stock
of the Company. The Company is the Plan sponsor as defined by the Plan, and;
therefore, these transactions qualify as party-in-interest transactions.
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Belden CDT Inc.
Retirement Savings Plan
Notes to Financial Statements (continued)
7. SUBSEQUENT EVENTS
The Plan was amended January 1, 2006 to eliminate the ability to invest in the
Belden CDT Inc. Stock Fund. Plan participants will have the ability to dispose
of their shares of Company stock at any time over the year ending December 31,
2006.
The Plan was amended effective December 31, 2005 to merge the Belden
Communications Company Occupational Employees Savings Plan into the Belden CDT
Inc. Retirement Savings Plan. During 2006, $4,597,385 in assets will be
transferred into the Plan as a result of this merger.
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Supplemental Schedule
Belden CDT Inc.
Retirement Savings Plan
EIN 76-0405879 Plan 003
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
DECEMBER 31, 2005
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST** VALUE
---------------------------------------------------------------------------------------------------------------
Prudential Retirement Insurance
Company* Dryden S&P Index Fund $ 31,143,647
Prudential Retirement
Insurance Company* Core Bond Fund/BSAM Fund 6,485,213
Prudential Retirement Insurance Levin & Co Large Capitalization Value
Company* Fund 10,478,655
Prudential Retirement Insurance
Company* Times Square Small Cap Growth Fund 11,693,138
Prudential Retirement Insurance
Company* International Blend / The Boston Co. 4,048,049
Prudential Retirement Insurance
Company* Prudential Lifetime 20 Fund 994,136
Prudential Retirement Insurance
Company* Prudential Lifetime 30 Fund 2,423,936
Prudential Retirement Insurance
Company* Prudential Lifetime 40 Fund 4,680,270
Prudential Retirement Insurance
Company* Prudential Lifetime 50 Fund 1,141,884
Prudential Retirement Insurance
Company* Prudential Lifetime 60 Fund 1,122,640
Prudential Retirement Insurance Dresdner RCM Large Capitalization Growth
Company* Fund 6,160,918
Prudential Retirement Insurance Artisan Partners Mid Capitalization
Company* Growth Fund 2,633,652
Prudential Retirement Insurance Wellington Management Mid Capitalization
Company* Value Fund 7,604,671
--------------
Total pooled separate accounts 90,610,809
Belden CDT Inc.* Belden CDT Inc. Common Stock Fund 25,627,660
Various participants Participant loans, interest rates from
4.0% to 9.5% 5,956,087
--------------
Total participant-directed investments $ 122,194,556
Prudential Retirement Insurance Prudential Charter Guaranteed income
Company* fund $ 42,311,701 42,311,701
-----------------------------------
Total non-participant-directed investments $ 42,311,701 42,311,701
=================------------------
$164,506,257
==============
* Party-in-interest to the Plan.
** Cost information not required for participant-directed investments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Savings
Plan Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Belden CDT Inc. Retirement Savings Plan
Date: June 26, 2006 By: /s/ Stephen H. Johnson
-----------------------------
Name: Stephen H. Johnson
Title: Member, Savings Plan Administrative
Committee
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