BELDEN INC.

FORM 10-K(Annual Report)

Filed 02/29/08 for the Period Ending 12/31/07

Address BELDEN INC.7701 FORSYTH BOULEVARD, SUITE 800ST. LOUIS, MO 63105

Telephone 314-854-8000CIK 0000913142

Symbol BDCSIC Code 3357 - Drawing and Insulating of Nonferrous Wire

Industry Communications EquipmentSector Technology

Fiscal Year 12/31

http://www.edgar-online.com© Copyright 2008, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-K

Commission File No. 001-12561

BELDEN 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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes � No � .

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes � No � .

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 � No � .

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. �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act. (Check one):

Large accelerated filer � Accelerated filer � Non-accelerated filer � Smaller reporting company �

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No � .

At June 22, 2007, the aggregate market value of Common Stock of Belden Inc. held by non-affiliates was $2,563,575,523 based on the closing price ($57.13) of such stock on such date.

There were 44,127,414 shares of registrant’s Common Stock outstanding on February 24, 2008.

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, 2007 (the “Proxy Statement”). Portions of such proxy statement are incorporated by reference into Part III.

(Mark One)

� � � �

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007 or

� � � �

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Delaware 36-3601505 (State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

Title of Each Class Name of Each Exchange on Which Registered

Common Stock, $.01 par value The New York Stock Exchange Preferred Stock Purchase Rights The New York Stock Exchange

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Form 10-K Item No. Name of Item Page

Part I Item 1. Business 1 Item 1A. Risk Factors 9 Item 1B. Unresolved Staff Comments 14 Item 2. Properties 14 Item 3. Legal Proceedings 15 Item 4. Submission of Matters to a Vote of Security Holders 15

Part II Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters 16 Item 6. Selected Financial Data 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 32 Item 8. Financial Statements and Supplementary Data 35 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79 Item 9A. Controls and Procedures 79 Item 9B. Other Information 81

Part III Item 10. Directors, Executive Officers and Corporate Governance 81 Item 11. Executive Compensation 81 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 81

Item 13. Certain Relationships and Related Transactions, and Director Independence 81 Item 14. Principal Accountant Fees and Services 81

Part IV Item 15. Exhibits and Financial Statement Schedules 81 Signatures 85 Index to Exhibits 87 Certificate of Incorporation Bylaws, as amended Form of Stock Appreciation Rights Award Form of Performance Stock Units Award Form of Restricted Stock Units Award Annual Cash Incentive Plan, as amended Separation of Employment Agreement-Retirement Separation of Employment Agreement Employment Agreement Computation of Ratio of Earnings to Fixed Charges Code of Ethics List of Subsidiaries Consent of Ernst & Young LLP Powers of Attorney Certification of Chief Executive Officer Certification of Chief Financial Officer Section 1350 Certification of Chief Executive Officer Section 1350 Certification of Chief Financial Officer

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PART I

General

Belden Inc. (Belden) designs, manufactures and markets signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace. We focus on market segments that require highly differentiated, high-performance products. We add value through design, engineering, excellence in manufacturing, product quality, and customer service.

In July 2004, Belden 1993 Inc. (then known as Belden Inc.) and Cable Design Technologies Corporation (CDT) combined to form Belden CDT Inc. Although CDT was the corporate survivor in the transaction, Belden 1993 Inc. was deemed to be the survivor for accounting purposes, and the accounting information that we provide reflects Belden 1993 Inc.’s historical performance. In May 2007, Belden CDT Inc. changed its name to Belden Inc.

During 2007, Belden completed three acquisitions: Hirschmann Automation and Control GmbH, LTK Wiring Co. Ltd. and Lumberg Automation Components. For more information regarding these acquisitions, see Note 3 to the Consolidated Financial Statements.

Belden Inc. is a Delaware corporation incorporated in 1988. The Company reports in four segments: the Belden Americas segment, the Specialty Products segment, the Europe segment and the Asia Pacific segment. Financial information about the Company’s four operating segments appears in Note 4 to the Consolidated Financial Statements.

As used herein, unless an operating segment is identified or the context otherwise requires, “Belden,” the “Company” and “we” refer to Belden Inc. and its subsidiaries as a whole.

Products

Belden produces and sells electronic cables, connectors, and other products.

We have thousands of different cable products within various cable configurations, including:

We produce and sell our connectors (including patch panels and interconnect hardware) primarily for industrial and data networking applications. Connectors are also sold as part of an end-to-end structured cabling solution.

Our other products include Industrial Ethernet switches, wireless networking access points and switches, cabinets, enclosures, racks, raceways and ties for organizing and managing cable, and tubing and sleeving products to protect and organize wire and cable. We also design and manufacture electronic control systems (load-moment indicators and related controls) for mobile cranes and other load-bearing equipment.

Markets and Products, Belden Americas Segment

The Belden Americas segment designs, manufactures and markets all of our various cable product types (as described above under “Products”) for use in the following principal markets: industrial; audio and video; security; networking; and communications. The segment also designs, manufactures and markets connectivity, cable management products and cabinetry for the enterprise market, tubing and sleeving products, and Power over Ethernet modules. This segment contributed approximately 43%, 55%, and 51% of our consolidated revenues in 2007, 2006, and 2005, respectively.

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Item 1. Business

• Copper cables, including shielded and unshielded twisted pair cables, coaxial cables, stranded cables, and ribbon cables,

• Fiber optic cables, which transmit light signals through glass or plastic fibers, and

• Composite cable configurations , which are combinations of multiconductor, coaxial, and fiber optic cables jacketed together or otherwise joined together to serve complex applications and provide ease of installation.

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For this segment, we define the industrial market to include applications ranging from advanced industrial networking and robotics to traditional instrumentation and control systems. Our cable 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. In addition to cable product configurations for these applications, we 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).

We manufacture a variety of multiconductor and coaxial products which distribute audio and video signals for use in broadcast television (including digital television and high definition television), broadcast radio, pre- and post-production facilities, recording studios and public facilities such as casinos, arenas and stadiums. Our audio/video cables are also used in connection with microphones, musical instruments, audio mixing consoles, effects equipment, speakers, paging systems and consumer audio products. We offer a complete line of composite cables for the emerging market in home networking. Our primary market channels for these broadcast, music and entertainment products are broadcast specialty distributors and audio systems installers. The Belden Americas segment also sells directly to music OEMs and the major networks including NBC, CBS, ABC and Fox.

We provide specialized cables for security applications such as 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.

In the networking market, we supply structured cabling solutions for the electronic and optical transmission of data, voice, and video over local and wide area networks. End-use applications are hospitals, financial institutions, government, service providers, transportation, data centers, manufacturing, industrial and enterprise customers. Products for this market include high-performance copper cables (including 10-gigabit Ethernet technologies over copper), fiber optic cables, connectors, wiring racks, panels, interconnecting hardware, intelligent patching devices, wireless networking access points and switches, Power over Ethernet panels, and cable management solutions for complete end-to-end network structured wiring systems. Our systems are installed through a network of highly trained system integrators and are supplied through authorized distributors.

In 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. We also sell coaxial cables used in connection with wireless applications, such as cellular, Personal Communications Service, Personal Communications Network, and Global Positioning System. These broadband, CATV and wireless communication cables are sold primarily through distributors.

Markets and Products, Specialty Products Segment

The Specialty Products segment designs, manufactures and markets a wide variety of our cable products for use principally in the networking, transportation and defense, sound and security, and industrial markets. This segment contributed approximately 12%, 17%, and 19% of our consolidated revenues in 2007, 2006, and 2005, respectively.

In the networking market (as described with respect to the Belden Americas segment above), the Specialty Products segment supplies high-performance copper and fiber optic data cable for users preferring an open architecture where integrators specify our copper and fiber cables for use with the connectivity components of other suppliers. These systems are installed through a network of highly trained system integrators and contractors and are supplied locally by authorized distributors.

In the transportation and defense market, 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

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specialized distributors or subassemblers. For the automotive market, we supply specialized cables for oxygen sensors in catalytic converters, for air-bag actuators, and for satellite radio receivers. Other high-temperature cable products are applied in industrial sensors and communication technology. These automotive and other cables are sold primarily through distributors.

The Specialty Products segment also designs, manufactures and markets a wide range of sound and security cables that are sold directly to system integrators and contractors, as well as a variety of industrial coaxial and control cables that are used in monitoring and control of industrial equipment and systems, and are sold through industrial distributors and re-distributors and directly to OEMs.

Markets and Products, Europe Segment

In addition to Europe’s cable operations, the segment includes the global operations of the Hirschmann and Lumberg Automation businesses acquired on March 26, 2007 and April 30, 2007, respectively. This segment contributed approximately 30%, 24%, and 26% of our consolidated revenues in 2007, 2006, and 2005, respectively.

We design, manufacture and market Industrial Ethernet switches and related equipment, both rail-mounted and rack-mounted, for factory automation and large-scale infrastructure projects such as bridges, wind farms and airport runways. Rail-mounted switches are designed to withstand harsh conditions including electronic interference and mechanical stresses. We also design, manufacture and market fiber optic interfaces and media converters used to bridge fieldbus networks over long distances. In addition, we design, manufacture and market a broad range of industrial connectors for sensors and actuators, cord-sets, distribution boxes and fieldbus communications. These products are used both as components of manufacturing equipment and in the installation and networking of such equipment. We also design, manufacture and market load moment indicators. Our switches, communications equipment, connectors and load-moment indicators are sold directly to industrial equipment OEMs and through a network of distributors.

In the segment’s cable operations, we design, manufacture and market our cable, enterprise connectivity, and other products primarily to customers in Europe, the Middle East, and Africa for use in the industrial, networking, communications, audio and video, and security markets (as such markets are described with respect to the Belden Americas segment above), through distributors and to OEMs. We also market copper-based CATV trunk distribution cables that meet local specifications to cable TV system operators and through distribution.

In 2006 we sold a copper telecom cable business in the United Kingdom, and in 2007 completed our global exit from the outside plant telecom cable business with the sale of our Czech cable operation.

Markets and Products, Asia Pacific Segment

The Asia Pacific segment includes the operations of LTK Wiring Co. Ltd. acquired on March 27, 2007, in addition to its Belden cable business. This segment contributed approximately 15%, 4%, and 4% of our consolidated revenues in 2007, 2006, and 2005, respectively.

The Asia Pacific segment designs, manufactures and markets cable products used in a wide range of consumer electronics and other manufactured consumer products. Under the LTK brand, we provide Appliance Wiring Materials (AWM) that are compliant with UL standards for the internal wiring of a wide range of electronic devices, coaxial and miniature coaxial cable for internal wiring in electronic game consoles, laptop computers, mobile telephones, personal digital assistant devices and global positioning systems, high-temperature resistant wire for heating mats and electronic ignitions, highly flexible and temperature resistant automotive wire, flexible cords, and miscellaneous audio and video cable. Some of our products manufactured in Asia have won recognition from customers and industry groups around the world for their inherent environmental responsibility. These products are sold principally within China to international and Chinese OEMs and contract manufacturers.

We also market the full range of Belden products to our customers operating in Asia, Australia and New Zealand. These customers include a mix of regional as well as global customers from North America or Europe, in the industrial, networking, communications, audio and video, and security markets. We pursue both direct and channel sales depending upon the nature and size of the market opportunities.

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Customers

We sell to distributors and directly to OEMs and installers of equipment and systems. Sales to the distributor Anixter International Inc. represented approximately 17% of our consolidated revenues in 2007.

We have supply agreements with distributors and with OEM customers in the United States, Canada, Europe, and Asia. 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 result in lower total revenues and profits. However, we believe that our relationships with our customers and distributors are satisfactory and that they choose Belden products, among other reasons, because 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. Further, in each segment of our business certain distributors are allowed to return certain inventory in exchange for an order of equal or greater value. We have recorded a liability for the estimated impact of this return policy.

If the costs of materials used in our products fall and competitive conditions make it necessary for us to reduce our list prices, we may be required, according to the terms of contracts with certain of our distributors, to reimburse them for a portion of the price they paid for our products in their inventory.

International Operations

We have manufacturing facilities in Canada, Mexico, China and Europe. During 2007, approximately 55% of Belden’s sales were for customers outside the United States. Our primary channels to international markets include both distributors and direct sales to end users and OEMs.

Changes in the relative value of currencies take place from time to time and their effects on our results of operations may be favorable or unfavorable. On rare occasions, we engage in foreign currency hedging transactions to mitigate these effects. In most cases, our revenue and costs are in the same currency, reducing our overall currency risk.

A risk associated with our European manufacturing operations is the higher relative expense and length of time required to reduce manufacturing employment if needed.

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

Financial information for Belden by geographic area is shown in Note 4 to the Consolidated Financial Statements.

Competition

We face substantial competition in our major markets. The number and size of our competitors varies depending on the product line and operating segment.

For each of our operating 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. 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 customer. Some products are manufactured to meet published industry specifications and are less differentiated on the basis of product characteristics. We believe that Belden stands out in many of its markets on the basis of the breadth of our product offering, the quality and performance characteristics of our products, and our service and technical support.

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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

We engage in continuing research and development programs, 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 to the Consolidated Financial Statements.

Hirschmann and Lumberg Automation engage in businesses that involve higher levels of research and development because of shorter product life cycles. Therefore, our aggregate research and development expense has risen in proportion to total sales since we acquired these operations in March and April 2007.

Patents and Trademarks

We have 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 that are used to varying degrees by our operating segments, with numerous others for which applications are pending. Although in the aggregate our patents are of considerable importance to the manufacturing and marketing of many of our products, we do not consider any single patent to be material to the business as a whole. We consider the following trademarks to be of material value to our business: Belden ® , Alpha TM , Mohawk ® , West Penn Wire/CDT ® , Hirschmann ® , Lumberg Automation TM , and LTK TM .

Raw Materials

The principal raw material used in many of our products, for all operating segments, is copper. Other materials that we purchase in large quantities include fluorinated ethylene-propylene (both Teflon ® and other FEP), polyvinyl chloride (PVC), polyethylene, aluminum-clad steel and copper-clad steel conductors, other metals, optical fiber, printed circuit boards, and electronic components. With respect to all major raw materials used by us, 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.

Over the past three years, the prices of metals, particularly copper, have been highly volatile. Copper rose rapidly in price for much of this period and remains a volatile commodity. Materials such as PVC and other plastics derived from petrochemical feedstocks have also risen in price. Generally, we have recovered much of the higher cost of raw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices taking effect a few weeks after they are announced. Some OEM customer contracts have provisions for passing through raw material cost changes, generally with a lag of a few weeks to three months.

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, 2007, our backlog of orders believed to be firm was $166.6 million compared with $84.5 million at December 31, 2006. Of our total backlog at December 31, 2007, $67.4 million was attributable to the three businesses that we acquired in 2007. We believe that all such backlog will be filled in 2008.

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Environmental Matters

We are subject to numerous federal, state, provincial, local and foreign laws and regulations relating to the storage, handling, emission and discharge of materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act, 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.

Our facility in Venlo, The Netherlands, was acquired in 1995 from Philips Electronics N.V. Groundwater contamination has been identified on the site as a result of material handling and past storage practices. The government authorities have advised that remediation is necessary and we installed a groundwater remediation system in 2007. We have recorded a liability for the estimated costs.

We do not currently anticipate any material adverse effect on our results of operations, financial condition, cash flow or competitive position as a result of compliance with federal, state, provincial, local or foreign environmental laws or regulations, including cleanup costs. 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 us.

Employees

As of December 31, 2007, we had approximately 8,300 employees worldwide. We also utilized about 1,200 workers under contract manufacturing arrangements. Approximately 2,600 employees are covered by collective bargaining agreements at various locations around the world. We believe that our relationship with our employees is good.

Importance of New Products and Product Improvements; Impact of Technological Change; Impact of Acquisitions

Many of the markets that we serve are characterized by advances in information processing and communications capabilities, including advances driven by the expansion of digital technology, which require increased transmission speeds and greater bandwidth. Our markets are also subject to increasing requirements for mobility and information security. The relative costs and merits of copper cable solutions, fiber optic cable solutions, and wireless solutions could change in the future as various competing technologies address the market opportunities. 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. An important element of our business strategy is to increase our capabilities in the different modes of signal transmission technology, specifically copper cable, optical fiber and wireless.

Fiber optic technology presents a potential substitute for certain of the copper-based products that comprise the majority of our sales. Fiber optic cables have certain advantages over copper-based cables in applications where large amounts of information must travel great distances and where high levels of information security are required. While the cost to interface electronic and light signals and to terminate and connect optical fiber remains high, we expect that in future years these disadvantages will diminish. We produce and market 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. For example, in early 2005 we introduced the Belden System 10-GX for the data networking or enterprise market, providing reliable 10 gigabits-per-second performance over copper conductors. Belden’s System 10-GX accomplishes this using unshielded twisted pair cables and patented connector technology. The finalization in February 2008 of the industry’s 10-gig-over-copper, Category 6A cabling standard and the recent 10GBASE-T product announcements should accelerate the adoption of these higher-capacity copper network solutions.

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The final stage of most networks remains almost exclusively copper-based and we expect that it will continue to be copper for some time. However, if a significant decrease in the cost of fiber optic systems relative to the cost of copper-based systems were to occur, 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.

The installation of wireless devices has required the development of new wired platforms and infrastructure. In the future, we expect that wireless communications technology will be an increasingly viable alternative technology to both copper and fiber optic-based systems for certain applications. We believe that problems such as insufficient signal security, susceptibility to interference and jamming, and relatively slow transmission speeds of current systems will gradually be overcome, making the use of wireless technology more acceptable in many markets, including not only office LANs but also industrial and broadcast installations.

In the industrial automation market, there is a growing trend toward adoption of Industrial Ethernet technology, bringing to the factory floor the advantages of digital communication and the ability to network devices made by different manufacturers and then link them to enterprise systems. Adoption of this technology is at a more advanced stage among European manufacturers than those in the United States and Asia, but we believe that the trend will globalize.

Our strategy includes continued acquisitions to support our signal transmission solutions strategy. There can be no assurance that future acquisitions will occur or that those that do occur will be successful.

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (SEC). These reports, proxy statements and other information contain additional information about us. You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and information statements, and other information about issuers who file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Belden maintains an Internet website at www.belden.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.

We will provide upon written request and without charge a printed copy of our Annual Report on Form 10-K. To obtain such a copy, please write to the Corporate Secretary, Belden Inc., 7701 Forsyth Boulevard, Suite 800, St. Louis, MO 63105.

New York Stock Exchange Matters

Pursuant to the New York Stock Exchange (NYSE) listing standards, we submitted a Section 12(a) CEO Certification to the NYSE in 2007. Further, we are 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.

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Executive Officers

The following sets forth certain current information with respect to the persons who are Belden executive officers as of February 29, 2008. All executive officers are elected to terms that expire at the organizational meeting of the Board of Directors following the Annual Meeting of Shareholders.

John S. Stroup was appointed President, Chief Executive Officer and member of the Board effective October 31, 2005. From 2000 to the date of his appointment with the Company, he was employed by Danaher Corporation, a manufacturer of professional instrumentation, industrial technologies, and tools and components. At Danaher, he initially served as Vice President, Business Development. He was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Earlier, he was Vice President of Marketing and General Manager with Scientific Technologies Inc. He has a B.S. in Mechanical Engineering from Northwestern University and an M.B.A. from the University of California at Berkeley Haas School of Business.

Wolfgang Babel was appointed Vice President, Operations, and President, Belden EMEA effective February 21, 2008. He joined the Company in September 2007 as Managing Director of Belden Automation, comprising Hirschmann and Lumberg Automation. Prior to joining Belden, Dr. Babel served as Managing Director of Endress + Hauser Gesellschaft fur Mess und Regeltechnik GmbH & Co., KG, in Gerlingen, Germany, designers and manufacturers of measurement equipment and process instrumentation. Previously he held progressively responsible positions with Diehl GmbH & Co. KG, an electronics and munitions company. He has a Doctor of Engineering degree in information technology from the Friedrich Alexander Universität and a Ph.D. in System Theory Mathematics from Columbia Pacific University.

Gray G. Benoist was appointed Vice President, Finance and Chief Financial Officer effective August 24, 2006. Mr. Benoist was previously Senior Vice President, Director of Finance of the Networks Segment of Motorola Inc., a $6.3 billion business unit responsible for the global design, manufacturing, and distribution of wireless and wired telecom system solutions. During more than 25 years with Motorola, Mr. Benoist served in senior financial and general management roles across Motorola’s portfolio of businesses, including the Personal Communications Sector, Integrated and Electronic Systems Sector, Multimedia Group, Wireless Data Group, and Cellular Infrastructure Group. He has a B.S. in Finance & Accounting from Southern Illinois University and an M.B.A. from the University of Chicago.

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 1993 Inc. He was Senior Counsel for Cooper Industries, Inc. from February 1987 to July 1993, and had been in Cooper’s Law Department from 1981 to 1993. He has a B.A. in Economics, and a J.D. from the University of Cincinnati as well as an M.B.A. from The Ohio State University.

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Name Age Position

John S. Stroup 41 President, Chief Executive Officer and Director Wolfgang Babel

50

Vice President, Operations, and President, Belden Europe, Middle East and Africa (EMEA)

Gray G. Benoist 55 Vice President, Finance and Chief Financial Officer Kevin L. Bloomfield 56 Vice President, Secretary and General Counsel Stephen H. Johnson 58 Treasurer Richard Kirschner 57 Vice President, Manufacturing Naresh Kumra 37 Vice President, Operations, and President, Asia Pacific John S. Norman 47 Controller and Chief Accounting Officer Louis Pace

36

Vice President, Operations, and President, Specialty Products

Cathy O. Staples 57 Vice President, Human Resources Denis Suggs

42

Vice President, Operations, and President, Belden Americas

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Stephen H. Johnson has been Treasurer of the Company since July 2004, and was Treasurer of Belden 1993 Inc. from July 2000 to July 2004. From November 2005 until August 2006 he served in the additional capacity of Interim Chief Financial Officer of the Company. He was Vice President, Finance of Belden Electronics from September 1998 through June 2000 and Director, Tax and Assistant Treasurer of Belden 1993 Inc. 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.

Richard Kirschner was named Vice President, Manufacturing, in June 2006. From December 1994 to May 2006 he was Vice President, Manufacturing, for Belden Electronics and, subsequently for Belden Americas Division. From 1991 to 1994 he was General Manager, Belden Canada. From 1985 to 1991 he held plant manager positions at Belden’s plants in Vermont and Indiana. From 1978 to 1985 he held various management positions in the Richmond, Indiana, plant. Mr. Kirschner has a bachelor’s degree from Purdue University and a master’s degree from Indiana University.

Naresh Kumra joined Belden in March 2006 as Vice President of Business Development, and was named Vice President, Operations and President, Asia Pacific in June 2006. From 1999 to 2006, he worked for McKinsey & Company, Inc., a global management consulting firm, and his last position was Associate Principal in the New York area, where he was responsible for co-leadership of private equity and growth/innovation practices. From 1991 to 1997, he worked for industrial and electronics businesses of Schlumberger Industries in New Delhi, India, and Poitiers, France, initially as a software engineer, and subsequently as manufacturing manager and product line manager. He graduated from the Indian Institute of Technology in Delhi with a B.S. in Computer Science and has an M.B.A. from the Darden School at the University of Virginia in Charlottesville, Virginia.

John S. Norman joined Belden in May 2005 as Controller and was named Chief Accounting Officer in November 2005. He was vice president and controller of Graphic Packaging International Corporation, a paperboard packaging manufacturing company, from 1999 to 2003 and has 17 years experience in public accounting with PricewaterhouseCoopers LLP. Mr. Norman has a B.S. in Accounting from the University of Missouri and is a Certified Public Accountant.

Louis Pace was appointed Vice President, Operations, and President, Specialty Products, in September 2007. From June 2006 through August 2007 he was the Company’s Vice President, Business Development. He joined the Company in May 2006 as Vice President, Marketing, in the Specialty Division. He was previously a consultant with AEA Investors, Inc. where he advised senior leadership on various aspects of prospective transactions as well as strategic and operational issues. Prior to that, Mr. Pace worked for Sovereign Specialty Chemicals in progressively responsible positions, most recently as the Vice President of Product Development and Commercialization. He has an A.B. in Economics from Harvard University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Cathy Odom Staples has been Vice President, Human Resources of the Company since July 16, 2004, and held the same position with Belden 1993 Inc. from May 1997 through July 2004. She was Vice President, Human Resources for Belden Electronics from May 1992 to May 1997. Ms. Staples has a B.S.B.A. in Human Resources from Drake University.

Denis Suggs joined Belden in June 2007 as Vice President, Operations, and President, Belden Americas. Prior to joining Belden, he held various senior executive positions at Danaher Corporation, most recently as the President, Portescap and serving as the Chairman of the Board — Portescap International, Portescap Switzerland, Danaher Motion India Private Ltd., and Airpax Company. Mr. Suggs holds a B.S. in Electrical Engineering from North Carolina State University and an M.B.A. from Duke.

We make forward-looking statements in this Annual Report on Form 10-K, in other materials we file with the SEC or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings)

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Item 1A.

Risk Factors

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and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in the “Outlook” section and other portions of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are not historical facts, are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. These factors include, among others, those set forth below and in the other documents that we file with the SEC. There also are other factors that we may not describe, generally because we currently do not perceive them to be material, which could cause actual results to differ materially from our expectations.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Following is a discussion of some of the more significant risks that could materially impact our financial condition, results of operations and cash flows.

We may be unable to successfully implement our strategic plan.

Our strategic plan is designed to improve revenues, reduce costs and improve working capital management. We are taking various measures to achieve these goals, including focusing on higher margin products through product portfolio management, adjusting our manufacturing operations by reducing or increasing plant output, acquiring businesses, moving production to low cost regions, expanding our business in emerging markets and recruiting and retaining talented associates. There is a risk that we may not be successful in executing these measures to achieve the expected results. For example, we may be unable to reduce costs to anticipated levels to achieve the benefits from moving to low cost regions, product quality may be adversely impacted as a result of these manufacturing initiatives, and we may not achieve anticipated improved revenue growth because of lower sales of legacy products, lower sales from acquired companies, or the inability to acquire businesses to augment revenues.

Any change in the level of economic activity in our major geographical markets may have an impact on the level of demand for our products and our resulting revenue and earnings.

The demand for many of our products is economically sensitive and will vary with general economic activity, trends in nonresidential construction, investment in manufacturing facilities and automation, demand for information technology equipment, and other economic factors.

Changes in the price and availability of raw materials we use could be detrimental to our profitability.

Copper is a significant component of the cost of most of our products. Over the past three years, the prices of metals, particularly copper, have been highly volatile. Copper rose rapidly in price for much of this period and remains a volatile commodity. Other materials we use, such as PVC and other plastics derived from petrochemical feedstocks, have also risen in price. Generally, we have recovered much of the higher cost of raw materials through higher pricing of our finished products. The majority of our products are sold through distribution, and we manage the pricing of these products through published price lists which we update from time to time, with new prices taking effect a few weeks after they are announced. Some OEM contracts have provisions for passing through raw material cost changes, generally with a lag of a few weeks to three months. If we are unable to raise prices sufficiently to recover our material costs, our earnings will be reduced. If we raise our prices but competitors raise their prices less, we may lose sales, and our earnings will be reduced. If the price of copper were to decline, we might be forced to reduce prices, which could have a negative effect on revenue, and we may be required, according to the terms of contracts with certain of our distributors, to reimburse them for a portion of the price they paid for our products in their inventory. We believe the supply of raw materials (copper, plastics, and other materials) is adequate and we do not expect any substantial interruption of supply or shortage of materials. If such a supply interruption or shortage were to occur, however, this could have a negative effect on revenue and earnings.

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The global cable and connectivity industry is highly competitive.

We compete with other manufacturers of cable, wire, connectivity and related products based in North America, Europe and Asia. These companies compete on price, reputation and quality, product characteristics, and terms. Actions that may be taken by competitors, including pricing, business alliances, new product introductions, and other actions, could have a negative effect on our revenue and profitability.

Well established global manufacturers of switches and automation equipment could decide to market Industrial Ethernet switches and capture market share from us.

If one or more large companies with expertise in Ethernet switches or industrial automation were to pursue a leading position in the Industrial Ethernet market, we might not be able to maintain our market share. Some potential competitors have very well-known brands, ample resources for product development, and advantageous commercial relationships. If our position in this market eroded, a significant element of our strategy for improving revenue growth and profitability would be jeopardized.

We rely on several key distributors in marketing our products.

The majority of our sales are through distributors. These distributors carry the products of competitors along with our products. Our largest distributor customer, Anixter International Inc., accounted for 17% of our revenue in 2007. If we were to lose a key distributor, our revenue and profits would likely be reduced, at least temporarily.

In the past, we have seen a few distributors acquired and consolidated. If there were further consolidation of the electronics and cable distributors, this could have an effect on our relationships with these distributors. It could also result in consolidation of distributor inventory, which would temporarily depress our revenue. We have also experienced financial failure of distributors from time to time, resulting in our inability to collect accounts receivable in full.

Our effective income tax rate may vary from year to year because of the mix of income and losses among various tax jurisdictions in which we do business.

Our effective income tax rate is the result of the income tax rates in the various countries in which we do business. Our mix of income and losses in these jurisdictions determines our effective tax rate. More income in higher tax rate jurisdictions or more losses in lower tax rate jurisdictions would increase our effective tax rate and thus lower our net income. If we generate losses in tax jurisdictions for which no benefits are available, our effective income tax rate will increase.

We might be unable to achieve planned cost savings.

The plans for our business include both revenue improvement and cost saving initiatives. For example, we substantially completed a restructuring program concerning manufacturing operations in North America during 2007. The restructuring program is expected to reduce manufacturing costs. We have also announced plans to implement lean enterprise practices throughout our organization, which are expected to reduce inventory and manufacturing costs. If we do not achieve all the planned savings, we might not achieve expected levels of profitability.

We are subject to current environmental and other laws and regulations.

We are subject to the environmental laws and regulations in each jurisdiction where we do business. We are currently, and may in the future be, held responsible for remedial investigations and clean-up costs of certain sites damaged by the discharge of hazardous substances, including sites that have never been owned or operated by us but at which we have been identified as a potentially responsible party under federal and state environmental laws. Changes in environmental and other laws and regulations in both domestic and foreign jurisdictions could adversely affect our operations due to increased costs of compliance and potential liability for noncompliance.

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If our goodwill or other intangible assets become impaired, we may be required to recognize charges that would reduce our income.

Under accounting principles generally accepted in the United States, goodwill and certain other intangible assets are not amortized but must be reviewed for possible impairment annually, or more often in certain circumstances if events indicate that the asset values are not recoverable. We have incurred charges in the past for the impairment of goodwill and other intangible assets, and we may be required to do so again in future periods. Such a charge would reduce our income without any change to our underlying cash flow.

Changes in accounting rules and interpretation of these rules may affect our reported earnings.

Accounting principles generally accepted in the United States are complex and require interpretation. These principles change from time to time, and such changes may result in changes to our reported income without any change in our underlying cash flow.

Because we do business in many countries, our results of operations are affected by changes in currency exchange rates and are subject to political and economic uncertainties.

More than half of our sales are outside the United States. Other than the United States dollar, the principal currencies to which we are exposed through our manufacturing operations and sales are the euro, the Canadian dollar, the Hong Kong dollar, the Chinese renminbi and the British pound. In most cases, we have revenues and costs in the same currency, thereby reducing our overall currency risk. When the U.S. dollar strengthens against other currencies, the results of our non-U.S. operations are translated at a lower exchange rate and thus into lower reported earnings.

We have manufacturing facilities in China, Canada, Mexico and several European countries. We rely on suppliers in many countries, including China. Our foreign operations are subject to economic and political risks inherent in maintaining operations abroad such as economic and political destabilization, land use risks, international conflicts, restrictive actions by foreign governments, and adverse foreign tax laws.

Our future success depends on our ability to develop and introduce new products.

Our markets are characterized by the introduction of increasingly capable products, including fiber optic and wireless signal transmission solutions that compete with the copper cable solutions that comprise the majority of our revenue. The relative costs and merits of copper cable solutions, fiber optic cable solutions, and wireless solutions could change in the future as various competing technologies address the market opportunities. 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. We have long been successful in introducing successive generations of more capable products, but if we were to fail to keep pace with technology or with the products of competitors, we might lose market share and harm our reputation and position as a technology leader in our markets. Competing technologies could cause the obsolescence of many of our products. See the discussion above in Part I, Item 1, under Importance of New Products.

We have defined benefit pension plans that are not fully funded.

We have defined benefit pension plans in the United States, the United Kingdom, Canada and Germany. The cash funding requirements for these plans depends on the financial performance of the funds’ assets, actuarial life expectancies, discount rates and other factors. The fair value of the assets in the plans may be less than the projected benefits owed by us. In most years, we are required to contribute cash to fund the pension plans, and the amount of funding required may vary significantly.

Some of our employees are members of collective bargaining groups, and we might be subject to labor actions that would interrupt our business.

Some of our employees, primarily outside the United States, are members of collective bargaining units. We believe that our relations with employees are generally good. However, if there were a dispute with one of these

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bargaining units, the affected operations could be interrupted resulting in lost revenues, lost profit contribution, and customer dissatisfaction.

We might have difficulty protecting our intellectual property from use by competitors, or competitors might accuse us of violating their intellectual property rights.

Disagreements about patents and intellectual property rights occur in our industry. Sometimes these disagreements are settled through an agreement for one party to pay royalties to another. The unfavorable resolution of an intellectual property dispute could preclude us from manufacturing and selling certain products, could require us to pay a royalty on the sale of certain products, or could impair our competitive advantage if a competitor wins the right to sell products we believe we invented. Intellectual property disputes could result in legal fees and other costs.

We have in the past closed plants and reduced the size of our workforce, and we might elect to do so again in the future.

Much of our manufacturing capacity is in the United States and Western Europe, which are relatively high-cost regions. Over the past few years, as a result of the 2004 merger and in furtherance of our regional manufacturing strategy, we consolidated our capacity by closing several manufacturing plants and eliminating jobs in the United States, Canada and Europe. We incurred asset impairment charges, severance charges and other costs in relation to these plant closures. If we decide to close additional facilities, we could incur significant cash and non-cash charges in connection with these actions. Product portfolio management actions could also lead to non-cash asset impairment charges in the future.

If we are unable to retain senior management and key employees, our business operations could be adversely affected.

Our success has been largely dependent on the skills, experience and efforts of our senior management and key employees. The loss of any of our senior management or other key employees could have an adverse effect on us. There can be no assurance that we would be able to find qualified replacements for these individuals if their services were no longer available, or if we do identify replacements, that the integration of those replacements will not be disruptive to our business.

Belden’s strategic plan includes further acquisitions.

Our ability successfully to acquire businesses may decline if the competition among potential buyers increases or the cost of acquiring suitable businesses becomes too expensive. As a result, we may be unable to make acquisitions or be forced to pay more or agree to less advantageous acquisition terms for the companies that we are able to acquire. Alternatively, at the time an acquisition opportunity presents itself, internal and external pressures, including, but not limited to, our borrowing capacity or the availability of alternative financing, may cause us to be unable to pursue or complete an acquisition. Our ability to implement our business strategy and grow our business, particularly through acquisitions, may depend on our ability to raise capital by selling equity or debt securities or obtaining additional debt financing. We cannot make assurances that we will be able to obtain financing when we need it or on terms acceptable to us.

We may have difficulty integrating the operations of acquired businesses. Should we fail to integrate their operations, our results of operations and profitability could be negatively impacted.

We believe we have been successful in integrating the operations of recently acquired businesses with Belden. Our strategy includes further acquisitions, which might not perform as we expect. Some of the integration challenges we might face include differences in corporate culture and management styles, additional or conflicting governmental regulations, preparation of the acquired operations for compliance with the Sarbanes-Oxley Act of 2002, financial reporting that is not in compliance with U.S. generally accepted accounting principles, disparate company policies and practices, customer relationship issues and retention of key personnel. In addition, management may be required to devote a considerable amount of time to the integration process, which could decrease the amount of time we have to manage the other businesses. Some of the businesses we are interested in acquiring

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involve more complex technology and shorter product life cycles than are typical for Belden, and we might not be able to properly evaluate and develop the technology. We cannot make assurances that we will successfully or cost-effectively integrate operations. The failure to do so could have a negative effect on results of operations or profitability. The process of integrating operations could cause some interruption of, or the loss of momentum in, the activities of acquired businesses.

One aspect of Belden’s strategic plan is further expansion into connectivity.

The expansion of our connectivity product portfolio will most likely continue to take place through acquisitions. Connectivity products generally involve more research and development spending, relative to sales, than cable products. If we do not adequately invest in research and development or if our efforts to introduce new products are not successful, our revenue from the acquired businesses might not meet our expectations. The channel structure for these products might be different from our traditional channels. We cannot make assurances that we will successfully manage the commercial integration of any acquisition.

This list of risk factors is not exhaustive. Other considerations besides those mentioned above might cause our actual results to differ from expectations expressed in any forward-looking statement.

None.

Belden has an executive office that it leases in St. Louis, Missouri, and various manufacturing facilities, warehouses and sales and administration offices. The significant facilities as of December 31, 2007 are as follows:

Used by the Belden Americas operating segment:

Used by the Specialty Products operating segment:

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Item 1B.

Unresolved Staff Comments

Item 2. Properties

Primary Character (M=Manufacturing, Number of Properties by Country W=Warehouse) Owned or Leased

United States-8 6 M, 2 W 7 owned 1 leased Canada-1 M 1 owned Mexico-2 M 1 owned 1 leased

Primary Character (M=Manufacturing, Number of Properties by Country W=Warehouse) Owned or Leased

United States-11 7 M, 4W 5 owned 6 leased Mexico -1 M 1 leased

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Used by the Europe operating segment:

Used by the Asia Pacific operating segment:

The total size of all Belden Americas operating segment locations is approximately 2.3 million square feet; the total size of all Specialty Products operating segment locations is approximately 1.0 million square feet; the total size of all Europe operating segment locations is approximately 1.1 million square feet; and the total size of all Asia Pacific operating segment locations is approximately 0.9 million square feet. We believe our physical facilities are suitable for their present and intended purposes and adequate for our current level of operations.

We are a party to various legal proceedings and administrative actions that are incidental to our operations. These proceedings include personal injury cases, about 144 of which we were aware at February 6, 2008, in which we are one of many defendants, 38 of which are scheduled for trial during 2008. Electricians have filed a majority of these cases, primarily in New Jersey and Pennsylvania, generally seeking compensatory, special and punitive damages. Typically in these cases, the claimant alleges injury from alleged exposure to heat-resistant asbestos fiber. Our alleged predecessors had a small number of products that contained the fiber, but ceased production of such products more than 20 years ago. Through February 6, 2008, we have been dismissed, or reached agreement to be dismissed, in approximately 208 similar cases without any going to trial, and with only 16 of these involving any payment to the claimant. We have insurance that we believe should cover a significant portion of any defense or settlement costs borne by us in these types of cases. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, operating results, or cash flows.

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.

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Primary Character (M=Manufacturing, Number of Properties by Country W=Warehouse) Owned or Leased

United Kingdom-1 1 M 1 owned The Netherlands-2 1 M, 1 W 2 leased Germany-6 M 3 owned 3 leased Italy-2 M 1 owned 1 leased Czech Republic-1 M 1 leased Denmark-1 M 1 owned Hungary-1 M 1 owned Sweden-1 W 1 leased United States-2 M 1 owned 1 leased

Primary Character (M=Manufacturing, Number of Properties by Country W=Warehouse) Owned or Leased

China-7 M 6 owned 1 leased India-1 W 1 leased Australia-1 W 1 leased Singapore-1 W 1 leased

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

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PART II

Our common stock is traded on the New York Stock Exchange under the symbol “BDC.”

As of February 11, 2008, there were approximately 674 record holders of common stock of Belden Inc.

We paid a dividend of $.05 per share in each quarter of 2006 and 2007. We anticipate that comparable cash dividends will continue to be paid quarterly in the foreseeable future.

Common Stock Prices and Dividends

Issuer Purchases of Equity Securities

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Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters

2007 (By Quarter) 1 2 3 4

Dividends per common share $ 0.05 $ 0.05 $ 0.05 $ 0.05 Common stock prices:

High $ 55.29 $ 59.61 $ 60.00 $ 59.48 Low $ 37.16 $ 53.01 $ 41.40 $ 42.58

2006 (By Quarter) 1 2 3 4

Dividends per common share $ 0.05 $ 0.05 $ 0.05 $ 0.05 Common stock prices:

High $ 27.72 $ 33.55 $ 39.83 $ 41.70 Low $ 23.92 $ 25.92 $ 28.45 $ 35.03

Total Number of Approximate Dollar Shares Purchased as Value of Shares Part of Publicly that May Yet Be Total Number of Average Price Paid Announced Plans or Purchased Under the Period Shares Purchased per Share Programs(1) Plans or Programs

September 24, 2007 through October 21, 2007 60,800 $ 48.14 281,300 $ 86,447,000

October 22, 2007 through November 18, 2007 21,100 $ 49.30 302,400 $ 85,407,000

November 19, 2007 through December 31, 2007 374,400 $ 45.60 676,800 $ 68,336,000

Total 456,300 $ 46.11 676,800 $ 68,336,000

(1) On August 16, 2007, the Board of Directors authorized the Company to repurchase up to $100.0 million of common stock in the open market or in privately negotiated transactions. The program was announced via news release on August 17, 2007.

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Comparison of Cumulative Five Year Total Return (1)

Total Return to Shareholders (Includes reinvestment of dividends)

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Annual Return Percentage 2003 2004 2005 2006 2007

Belden Inc. 40.46% 10.79% 6.28% 60.96% 14.30% S&P 500 Index 28.68% 10.88% 4.91% 15.79% 5.49% Dow Jones Electronic & Electrical Equipment 57.05% 0.25% 4.34% 13.75% 18.89%

Base Period Indexed Returns 2002 2003 2004 2005 2006 2007

Belden Inc. 100 140.46 155.61 165.37 266.18 304.25 S&P 500 Index 100 128.68 142.69 149.70 173.34 182.86 Dow Jones Electronic & Electrical Equipment 100 157.05 157.44 164.28 186.87 222.17

(1) This chart and the accompanying data is “ furnished,” not “ filed,” with the SEC.

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In 2007, we acquired Hirschmann, LTK and Lumberg Automation during our fiscal second quarter. The results of operations of these entities are included in our operating results from their respective acquisition dates. During 2007, we recognized nonrecurring purchase accounting effects for acquisitions of $15.8 million and severance expense of $4.2 million, asset impairment expense of $3.3 million, and adjusted depreciation expense of $0.2 million related to our restructuring actions. We also recognized an $8.6 million gain on sales of assets.

In 2006, we recognized severance expense of $20.4 million, asset impairment expense of $11.1 million, and adjusted depreciation expense of $2.0 million related to our decisions to restructure our European and North American manufacturing operations and to eliminate positions worldwide to reduce production, selling, and administrative costs. We also recognized a $4.7 million favorable settlement of a prior-period tax contingency.

In 2005, we recognized asset impairment expense of $8.0 million, severance expense of $7.7 million, and adjusted depreciation expense of $1.2 million related to our decisions to exit the United Kingdom communications cable market and to restructure our European manufacturing operations. We also recognized executive succession expense of $7.0 million during 2005.

In July 2004, Belden Inc. merged with Cable Design Technologies Corporation (CDT). The results of operations of CDT are included in our operating results from July 2004. We recognized $21.7 million in restructuring and merger-related expenses during 2004. We also recognized asset impairment expense of $8.9 million related to the discontinuance of certain product lines in Europe and excess capacity in the United States resulting from the combined capacity after the merger.

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Item 6. Selected Financial Data

Years Ended December 31, 2007 2006 2005 2004 2003 (In thousands, except per share amounts)

Statement of operations data: Revenues $ 2,032,841 $ 1,495,811 $ 1,245,669 $ 864,725 $ 553,743 Operating income 220,736 118,478 68,538 36,434 22,430 Income from continuing operations 137,123 71,563 33,568 10,700 6,775 Basic income per share from continuing

operations 3.06 1.65 0.74 0.30 0.27 Diluted income per share from

continuing operations 2.73 1.48 0.69 0.31 0.27 Balance sheet data:

Total assets 2,068,849 1,355,968 1,306,735 1,385,402 694,596 Long-term debt 350,000 110,000 172,051 232,823 136,000 Long-term debt, including current

maturities 460,000 172,000 231,051 248,525 201,951 Stockholders’ equity 1,072,663 843,901 713,508 810,000 281,540

Other data: Basic weighted average common shares

outstanding 44,877 43,319 45,655 35,404 25,158 Diluted weighted average common

shares outstanding 50,615 50,276 52,122 38,724 25,387 Dividends per common share $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20

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Overview

We design, manufacture, and market signal transmission solutions for data networking and a wide range of specialty electronics markets including entertainment, industrial, security, consumer electronics and aerospace applications. We strive to create shareholder value by:

To accomplish these goals, we use a set of tools and processes that are designed to continuously improve business performance in the critical areas of quality, delivery, cost, and innovation. We consider revenue growth, operating margin, cash flows, return on invested capital and working capital management metrics to be our key operating performance indicators. We also desire to acquire businesses that we believe can help us achieve the objectives described above. The extent to which appropriate acquisitions are made and integrated can affect our overall growth, operating results, financial condition and cash flows.

We are a multinational corporation with global operations. Approximately 55% of our sales were derived outside the United States in 2007. As a global business, our operations are affected by worldwide, regional, and industry economic and political factors. Our market and geographic diversity has helped limit the impact of any one market or the economy of any single country on our consolidated operating results. Given the broad range of products manufactured and geographies served, we use indices concerning general economic trends to predict our outlook for the future. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

While differences exist among our businesses, we generally continued to see broad-based market expansion during 2007. We supplemented this market expansion with revenue growth derived from our three business acquisitions made during 2007. Consolidated revenues for 2007 increased 35.9% over 2006. Revenues from the acquired businesses contributed 33.1% of the total growth. Revenues derived from existing businesses for the year (references to “revenues derived from existing businesses” in this report include revenues derived from acquired businesses starting from the first anniversary of the acquisition, but exclude currency effect and revenues from divested operations) contributed 2.0% growth. The impact of currency translation on revenues contributed 2.6% growth. These increases were partially offset by lost revenues from divested operations that contributed a 1.8% reduction in revenue. Consolidated revenues for 2006 increased 20.1% over 2005. Revenues derived from existing businesses for the year contributed 18.9% growth. The impact of currency translation on revenues contributed the additional 1.2% growth.

We continue to operate in a highly competitive business environment in the markets and geographies served. Our performance will be impacted by our ability to address a variety of challenges and opportunities in these

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

• Managing our product portfolio to position products according to value, eliminate low-margin revenue, and increase revenue in higher margin and strategically important products;

• Protecting and enhancing the perceived value of the Belden brand and our family of brands;

• Continuously improving business processes throughout the enterprise via a comprehensive lean tool set and the institution of a continuous improvement mind-set across the company;

• Recruiting and developing the best talent we can find and improving the effectiveness of our performance management processes;

• Migrating our manufacturing capacity to low-cost locations within each major geographic region to be closer to our customers and to reduce the landed cost of our products;

• Investing in both organic and inorganic growth in fast-growing regions;

• Capturing additional market share by improving channel relationships, improving our capability to serve global accounts, and concentrating sales efforts on solution selling and vertical markets; and

• Migrating from copper-based transmission technologies to signal transmission solutions via fiber, wireless and copper, and enriching our product portfolio by offering connectors, passive and active components and embedded transmission solutions.

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markets and geographies, including trends toward increased utilization of the global labor force, expansion of market opportunities in emerging markets such as China and India, migration away from a fragmented, sub-scale, high-cost manufacturing footprint, and potential volatility in raw material costs.

Although we use the United States dollar as our functional currency for reporting purposes, a substantial portion of our assets, liabilities, operating results, and cash flows reside in or are derived from countries other than the United States. These assets, liabilities, operating results, and cash flows are translated from local currencies into the United States dollar using exchange rates effective during the respective period. We have generally accepted the exposure to currency exchange rate movements without using derivative financial instruments to manage this risk. Both positive and negative movements in currency exchange rates against the United States dollar will continue to affect the reported amount of assets, liabilities, operating results, and cash flows in our consolidated financial statements.

Significant Events in 2007

During 2007, we completed three acquisitions. We acquired Hirschmann Automation and Control GmbH (Hirschmann) on March 26, 2007 for $257.9 million. Hirschmann has its headquarters in Germany and is a leading supplier of industrial ethernet solutions and industrial connectivity. The acquisition of Hirschmann enables us to deliver connectivity and networking solutions for demanding industrial environments and large-scale infrastructure projects worldwide. On March 27, 2007, we acquired LTK Wiring Co. Ltd. (LTK), a Hong Kong company, for $214.4 million. LTK is one of the largest manufacturers of electronic cable for the China market. LTK gives us a strong presence in China among OEM customers, including consumer electronics manufacturers. On April 30, 2007, we completed the purchase of the assets of Lumberg Automation Components (Lumberg Automation) for $117.5 million. Lumberg Automation has its headquarters in Germany and is a leading supplier of industrial connectors, high performance cord-sets and fieldbus communication components for factory automation machinery. Lumberg Automation complements the industrial connectivity portfolio of Hirschmann as well as our expertise in signal transmission. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. Hirschmann and Lumberg Automation are included in the Europe segment, and LTK is included in the Asia Pacific segment.

We have implemented restructuring actions during 2005 — 2007 in both Europe and North America and initiated position eliminations worldwide in 2006. In Europe, we exited the United Kingdom telecommunications cable market, ceased to manufacture certain products in Hungary, the Czech Republic, and the Netherlands, sold our telecommunications cable operation in the Czech Republic, and sold a plant in Sweden in an effort to reduce manufacturing floor space and overhead and to streamline administrative processes. In North America, we have constructed a new plant in Mexico, sold plants in Canada, South Carolina, Illinois and Vermont, and announced the closure of a plant in Kentucky in an effort to reduce our manufacturing costs. We have initiated position eliminations worldwide in an effort to streamline production support, sales, and administrative operations. At the end of 2007, we announced a voluntary separation program to salaried associates in the United States who are at least 50 years of age and have 10 years of service with the Company. As a result of our restructuring actions, we recognized severance, asset impairment, and adjusted depreciation costs in 2005, 2006 and 2007. In 2008, we expect to recognize $4-$8 million of additional severance costs related to the voluntary separation program. We may also recognize additional asset impairment expenses including potential impairments of goodwill and intangible assets depending on how our restructuring actions impact our operating results. Furthermore, any new restructuring actions would likely result in additional charges for severance, adjusted depreciation and asset impairments.

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Results of Operations

Consolidated Continuing Operations

Revenues increased in 2007 compared to 2006 primarily for the following reasons:

The positive impact that the factors listed above had on the revenue comparison were partially offset by the following factors:

Gross profit increased in 2007 compared to 2006 primarily for the following reasons:

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Percentage Change 2007 2006 2005 2007 vs. 2006 2006 vs. 2005 (In thousands, except percentages)

Revenues $ 2,032,841 $ 1,495,811 $ 1,245,669 35.9% 20.1% Gross profit 561,370 333,313 277,373 68.4% 20.2% Selling, general and administrative

expenses 345,928 205,139 203,825 68.6% 0.6% Operating income 220,736 118,478 68,538 86.3% 72.9% Income from continuing operations

before taxes 201,563 112,276 57,540 79.5% 95.1% Income from continuing operations 137,123 71,563 33,568 91.6% 113.2%

• We acquired Hirschmann, LTK and Lumberg Automation in 2007, which contributed revenues of $495.1 million and represented 33.1 percentage points of the revenue increase.

• Revenues also increased due to increased selling prices and favorable product mix that resulted primarily from our strategic initiative in portfolio management to reposition many products for margin improvement. Sales price increases and favorable product mix contributed 6.6 percentage points of the revenue increase.

• Favorable currency translation contributed 2.6 percentage points of the revenue increase.

• A decline in unit sales volume due to our strategic initiative in product portfolio management that increased prices of certain lower-margin products represented a 4.6 percentage point decrease.

• Lost sales from the disposal of our telecommunications cable operation in the Czech Republic represented a 1.8 percentage point decrease.

• The three recent acquisitions contributed in total $145.0 million of gross profit in 2007.

• We increased prices and deemphasized certain lower-margin products as part of our product portfolio management initiative.

• We closed plants in South Carolina, Illinois, and Sweden and reduced production at a plant in Kentucky as part of our regional manufacturing strategic initiative.

• We recognized $9.6 million of lower excess and obsolete inventory charges in 2007. The decrease in excess and obsolete inventory charges was primarily due to a change in 2006 in the parameters we used to identify such inventories. The parameters were changed to conform to our goal to better manage our working capital and reduce our reliance on finished goods inventory as well as to include a more consistent definition of what constitutes excess and obsolete inventory.

• We recognized $13.7 million of lower severance costs in 2007. Severance costs recognized in 2007 primarily related to North American restructuring actions. Severance costs recognized in 2006 primarily related to European restructuring actions.

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The positive impact that the factors listed above had on the gross profit comparison were partially offset by the following factors:

Selling, general and administrative (SG&A) expenses increased in 2007 compared to 2006 primarily for the following reasons:

In 2007, we completed the sale of our telecommunications cable operation in the Czech Republic for $25.7 million and recorded a gain of $7.8 million. We also sold a plant in Illinois as part of our previously announced restructuring plan and recorded a gain of $0.7 million. In 2006, we sold property, plant and equipment in Sweden for a gain of $1.4 million.

In 2007, we identified certain tangible long-lived assets related to our plants in Czech Republic, the Netherlands and Canada for which the carrying values were not fully recoverable. We recognized an impairment loss related to these assets totaling $3.3 million. In 2006, we determined that certain asset groups in the Belden Americas and Europe operating segments were impaired and recognized impairment losses totaling $11.1 million.

Operating income increased in 2007 compared to 2006 primarily due to the favorable gross profit comparison, gain on sale of assets and lower asset impairment charges partially offset by the unfavorable SG&A expense comparison discussed above.

Income from continuing operations before taxes increased in 2007 compared to 2006 due to higher operating income partially offset by higher interest expense resulting from the March 2007 issuance of 7.0% senior subordinated notes with an aggregate principal amount of $350.0 million.

Our effective annual tax rate decreased from 36.3% in 2006 to 32.0% in 2007. This change is primarily attributable to the release of previously recorded deferred tax asset valuation allowances in the Netherlands and Germany in 2007 as a result of improved profitability in these regions and to a greater percentage of our income coming from low tax jurisdictions.

Income from continuing operations increased in 2007 compared to 2006 due to higher pretax income partially offset by higher income tax expense. Consequently, return on invested capital (defined as net income plus interest expense after tax divided by average total capital, which is the sum of stockholders’ equity, long-term debt and current debt) in 2007 was 11.5% compared to 7.5% in 2006.

Revenues generated in 2006 increased from revenues generated in 2005 because of increased selling prices, increased unit sales volume, favorable product mix, and favorable foreign currency translation on international revenues. Price improvement resulted primarily from the impact of sales price increases we implemented during 2005 — 2006 across most product lines in response to increases in the costs of copper and commodities derived from petrochemical feedstocks and improved pricing practices at certain of our operations. The price of copper, our primary raw material, increased from $1.49 per pound at December 31, 2004 to $2.16 per pound at December 31, 2005 and $2.85 per pound at December 31, 2006. Sales price increases contributed approximately 17.9 percentage points of the revenue increase. Favorable currency translation contributed 1.2 percentage points of revenue increase

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• We incurred $13.3 million of additional cost of sales in 2007 due to the nonrecurring effects of purchase accounting, primarily inventory cost step-up related to the three recent acquisitions.

• We incurred redundant costs and inefficiencies as we continue to shift production from high cost to low cost locations.

• The three recent acquisitions incurred in total $107.3 million of SG&A expenses in 2007, which includes $5.2 million of recurring amortization expense and $2.4 million of nonrecurring amortization expense of intangible assets.

• Excluding the impact of the recent acquisitions, we recognized share-based compensation costs in 2007 that exceeded those recognized in 2006 by $4.2 million primarily due to incremental expense from the annual equity awards made in February 2007.

• We incurred an increase in salaries, wages, and associated fringe benefits costs in 2007 primarily due to increased annual incentive plan compensation and additional headcount.

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in 2006. Higher unit sales of products with industrial, video/sound/security (VSS), and transportation/defense (TD) applications were partially offset by a decrease in unit sales of products with communications/networking (CN) applications, but still contributed approximately 1.0 percentage point of revenue increase. Unit sales of products with industrial, VSS, and TD applications improved during 2006 because of increased demand from customers in the fossil fuels, power generation, and broadcast industries and facilities manufacturing these products improved their order fill rates and reduced their backlog. Unit sales of products with CN applications declined in 2006 as a result of our product portfolio management initiatives. Although unit sales of products with CN applications decreased from 2005 to 2006, gross margins improved as a result of our product portfolio management actions.

Gross profit increased in 2006 from the prior year primarily because of the revenue increase discussed above. Higher cost of sales in 2006 resulted from (1) increased variable production costs necessary to support improved unit sales, (2) the increase in copper and certain other raw materials costs, (3) excess and obsolete inventory charges resulting primarily from a change in the parameters we used to identify such inventories that exceeded those recognized in 2005 by $14.8 million, (4) severance costs that exceeded those recognized in 2005 by $9.3 million, and (5) adjusted depreciation costs that exceeded those recognized in 2005 by $0.9 million. In 2006, we recognized severance expense totaling $17.2 million related primarily to the restructuring actions in Europe and North America and worldwide position eliminations. We also recognized adjusted depreciation costs totaling $2.0 million in 2006 related to the restructuring actions in Europe and North America. These negative factors impacting the gross profit comparison were partially offset by the positive impact of manufacturing cost reduction actions (including the closures of two manufacturing facilities in the United States and Sweden during 2005 — 2006).

Selling, general and administrative expenses recognized in 2006 were relatively unchanged from those recognized in 2005. In 2006, we recognized (1) share-based compensation costs that exceeded those recognized in the prior year by $2.2 million primarily because of the 2006 adoption of SFAS No. 123(R), (2) severance costs that exceeded those recognized in 2005 by $3.7 million, and (3) travel costs that exceeded those recognized in the prior year by $1.7 million because of increased travel related to our various strategic initiatives. These increased costs were offset by (1) salary costs recognized in 2005 that exceeded those recognized in the current year by $6.4 million primarily because of 2006 employee terminations related to the restructuring actions in Europe and North America, (2) gains recognized on the disposals of tangible assets in 2006 that exceeded those recognized in the prior year by $2.3 million, and (3) other SG&A expenses recognized in 2005 that exceeded those recognized in 2006 by $0.6 million. In 2006, we recognized severance expense totaling $5.1 million related primarily to the restructuring actions in Europe and North America and worldwide position eliminations. In 2006, we also recognized gains on disposals of tangible assets primarily in our Netherlands, Czech Republic, and Sweden manufacturing facilities totaling $2.5 million related to the restructuring actions in Europe.

Operating income increased in 2006 from the prior year because of the favorable gross profit comparison partially offset by asset impairment charges recognized in 2006 that exceeded those recognized in the prior year by $3.1 million and $3.0 million in nonrecurring minimum requirements contract income recognized in 2005. In 2006, we recognized asset impairment expenses totaling $11.1 million related to the restructuring actions in Europe and North America.

Income from continuing operations before taxes increased in 2006 from 2005 because of higher operating income, lower interest expense, and higher interest income. Interest expense recognized in 2006 decreased by $1.9 million from that recognized in 2005 because we repaid medium-term notes totaling $15.0 million, $15.0 million, and $44.0 million in August 2005, August 2006, and September 2006, respectively. Interest income earned on cash equivalents in 2006 increased by $2.3 million from 2005 because of higher cash equivalents and increased interest rates.

Our effective annual tax rate changed from 41.7% in 2005 to 36.3% in 2006. This change is primarily attributable to a decrease in deferred tax asset valuation allowances recognized as a percentage of pretax income and to a decrease in goodwill impairment charges on which no tax benefit was recognized. Incremental deferred tax asset valuation allowances recognized against foreign net operating loss carryforwards decreased from $5.0 million in 2005 to $3.7 million in 2006. Goodwill impairment charges decreased from $6.9 million in 2005 to $0 in 2006.

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Income from continuing operations increased in 2006 from the prior year because of higher operating income partially offset by higher income tax expense. Consequently, return on invested capital in 2006 was 7.5% compared to 5.5% in 2005.

Belden Americas Segment

Belden Americas total revenues, which include affiliate revenues, increased in 2007 from 2006 primarily due to increased selling prices, favorable mix and favorable foreign currency translation on international revenues. These increases were partially offset by a decrease in unit sales volume that was due to our strategic initiative in product portfolio management which involved price increases on many lower-margin products to reposition them or to reduce less profitable or unprofitable revenues. Operating income increased in 2007 from 2006 primarily due to the growth in revenues and favorable product mix. Operating income in 2007 also benefited from a $0.7 million gain on the sale of a plant in Illinois. The increase in operating income was also due to $13.5 million of lower severance and asset impairment charges in 2007 related to our North American restructuring actions. These positive factors affecting the operating results comparison were partially offset by redundant costs and inefficiencies incurred as we continue to shift production from high cost to low cost locations.

Belden Americas total revenues increased in 2006 from 2005 primarily because of increased selling prices, favorable product mix, increased unit sales volume, and favorable foreign currency translation on international revenues. Price improvement resulted primarily from the impact of price increases we implemented during 2005 — 2006 across most product lines in response to increased raw materials costs and to improved pricing practices at certain of our operations. Higher unit sales resulted from increased demand from customers in the fossil fuels, power generation, and broadcast industries coupled with improved order fill rates and reduced backlog at plants manufacturing these products. Operating income increased in 2006 from the prior year primarily because of the favorable product mix, improved unit sales volume, improved factory utilization that resulted from a 2005 restructuring action, and the impact of 2005 cost reduction actions, including the closure of our manufacturing facility in Vermont in June 2005. These positive factors affecting the operating income comparison were partially offset primarily by increased variable production costs necessary to support improved unit sales, rising copper and certain other raw materials costs, severance costs recognized in 2006 that exceeded those recognized in 2005 by $9.9 million, and asset impairment costs recognized in 2006 that exceeded those recognized in 2005 by $8.6 million. In 2006, we recognized severance costs totaling $10.6 million related primarily to the restructuring actions in North America and position eliminations worldwide. Asset impairment costs recognized in 2006 on tangible assets in our manufacturing facilities in Illinois, South Carolina, and Quebec were also the result of the North American restructuring actions.

Specialty Products Segment

Specialty Products total revenues, which include affiliate revenues, increased in 2007 from 2006 primarily due to increased affiliate revenues as more of the capacity in the Specialty Products segment was used to meet customer demand in the Belden Americas segment. External customer revenues decreased due to lower unit sales volume partially offset by increased selling prices and favorable product mix. Decreased unit sales volume and increased

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Percentage Change 2007 2006 2005 2007 vs. 2006 2006 vs. 2005 (In thousands, except percentages)

Total revenues $ 935,176 $ 883,354 $ 713,534 5.9 % 23.8 % Operating income 166,360 123,675 98,046 34.5 % 26.1 %

as a percent of total revenues 17.8 % 14.0 % 13.7 %

Percentage Change 2007 2006 2005 2007 vs. 2006 2006 vs. 2005 (In thousands, except percentages)

Total revenues $ 328,737 $ 277,775 $ 250,008 18.3 % 11.1 % Operating income 53,265 33,116 24,844 60.8 % 33.3 %

as a percent of total revenues 16.2 % 11.9 % 9.9 %

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prices resulted from our strategic initiative in product portfolio management which involved price increases on many lower-margin products to reposition them or to reduce less profitable or unprofitable revenues. Gross margins improved as a result of these product portfolio management actions. Operating income increased in 2007 from 2006 primarily due to the improvement in revenues and gross margins as discussed above.

Specialty Products total revenues increased in 2006 from 2005 primarily because of increased selling prices and favorable product mix partially offset by decreased unit sales volume. Price improvement resulted primarily from the impact of price increases we implemented during 2005 — 2006 across most product lines in response to increased raw materials costs and to improved pricing practices at certain of our operations manufacturing networking products. Decreased unit sales volume resulted from our product portfolio management actions. Although unit sales volume decreased from 2005 to 2006, gross margins improved as a result of our product portfolio management actions. Operating income increased in 2006 from the prior year primarily because of improved revenues partially offset by rising raw material costs, increased excess and obsolete inventory charges, and severance costs totaling $0.5 million recognized in 2006 because of worldwide position eliminations.

Europe Segment

Europe total revenues, which include affiliate revenues, increased in 2007 from 2006 primarily due to the acquisitions of Hirschmann and Lumberg Automation as well as increased selling prices, favorable mix, and favorable foreign currency translation partially offset by lost revenues from the disposal of our telecommunications cable operation in the Czech Republic and decreased unit sales volume. From their respective acquisition dates through December 31, 2007, Hirschmann and Lumberg Automation in total had revenues of $269.0 million. Decreased unit sales volume and increased prices resulted from our strategic initiative in product portfolio management which involved price increases on many lower-margin products to reposition them or to reduce less profitable or unprofitable revenues. Although unit sales volume decreased, gross margins improved as a result of both product portfolio management and cost reduction actions. Europe operating results improved in 2007 primarily due to revenue increases, improved factory utilization and cost reductions that resulted from restructuring actions, including the 2006 closure of a plant in Sweden and decreased production in the Netherlands, a $7.8 million gain recognized on the sale of our telecommunications cable operation in the Czech Republic, and severance costs recognized in 2007 that were less than those recognized in 2006 by $9.3 million. These positive factors affecting the operating results comparison were partially offset by $13.5 million of nonrecurring expenses from the effects of purchase accounting recognized in 2007 relating to the acquisitions of Hirschmann and Lumberg Automation. These expenses include inventory cost step-up of $11.3 million recognized in cost of sales and amortization of the sales backlog intangible assets of $2.1 million.

Europe total revenues increased in 2006 from 2005 primarily because of increased selling prices, favorable product mix, and favorable foreign currency translation partially offset by decreased unit sales volume. Price improvement resulted primarily from the impact of price increases we implemented during 2005 — 2006 across most product lines in response to increased raw materials costs. Decreased unit sales volume resulted from our product portfolio management actions. Although unit sales volume decreased from 2005 to 2006, gross margins improved as a result of both product portfolio management and cost reduction actions. Europe operating results improved from an operating loss in 2005 to operating income in 2006 primarily because of improved revenues, asset impairment charges recognized in 2005 that exceeded those recognized in 2006 by $3.1 million, and a 2006 gain recognized on the disposal of tangible assets primarily in our Netherlands, Czech Republic, and Sweden manufacturing facilities totaling $2.5 million. These positive factors affecting the operating results comparison were partially offset by rising raw materials costs and severance costs recognized in 2006 that exceeded those recognized in 2005 by $1.3 million. In 2006, we recognized severance costs totaling $9.3 million related primarily to the restructuring actions and worldwide position eliminations.

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Percentage Change 2007 2006 2005 2007 vs. 2006 2006 vs. 2005 (In thousands, except percentages)

Total revenues $ 640,950 $ 373,738 $ 333,251 71.5 % 12.1 % Operating income (loss) 48,272 4,072 (8,542 ) 1085.5 % 147.7 %

as a percent of total revenues 7.5 % 1.1 % −2.6 %

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Asia Pacific Segment

Asia Pacific total revenues, which include affiliate revenues, increased in 2007 from 2006 primarily due to the acquisition of LTK. From the acquisition date of March 27, 2007 through December 31, 2007, LTK had revenues of $226.1 million. In 2007, revenues from Belden branded products increased due to increased selling prices, increased unit sales volume, favorable mix, and favorable currency translation on international revenues. Price improvement resulted primarily from our strategic initiatives in product portfolio management. Operating income increased in 2007 from 2006 primarily due to operating income generated from LTK of $21.4 million. Operating income also increased due to favorable product mix resulting from product portfolio management actions. These positive factors were partially offset by increases in salaries, wages, and associated benefits primarily a result of increased sales personnel in the segment. Additionally, operating income in 2007 includes $2.3 million of nonrecurring expenses from the effects of purchase accounting, primarily inventory cost step-up of $2.0 million recognized in cost of sales and amortization of the sales backlog intangible asset of $0.3 million.

Asia Pacific total revenues increased in 2006 from 2005 primarily because of increased unit sales volume and increased selling prices. Higher unit sales resulted from increased demand for products in all our served markets primarily because of improvement in sales representation in 2006 and several large casino and hotel construction projects. Price increases were implemented during 2005 — 2006 in response to rising raw material costs. Operating income increased during 2006 from the prior year primarily because of the favorable revenue comparison.

Discontinued Operations

During 2006 and 2005, we reported the operations listed in Note 5 to the Consolidated Financial Statements as discontinued operations.

We recognized a loss on the disposal of discontinued operations during 2006 related to the sale of our communications cable operation in Manchester, United Kingdom. We recognized a gain on the disposal of discontinued operations during 2005 related to the sale of our communications cable operation in Phoenix, Arizona.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash provided by operating activities, (2) disposals of tangible assets, (3) exercises of stock options, (4) cash used for business acquisitions, capital expenditures, share repurchases and dividends, and (5) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash in 2008 and believe our sources of liquidity are sufficient to fund current

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Percentage Change 2007 2006 2005 2007 vs. 2006 2006 vs. 2005 (In thousands, except percentages)

Total revenues $ 302,482 $ 64,297 $ 50,208 370.4 % 28.1 % Operating income 30,593 6,803 2,838 349.7 % 139.7 %

as a percent of total revenues 10.1 % 10.6 % 5.7 %

2006 2005 (In thousands)

Results of Operations: Revenues $ 27,644 $ 108,561 Loss before taxes $ (1,900 ) $ (3,691 ) Income tax benefit 570 2,518

Net loss $ (1,330 ) $ (1,173 )

Disposal: Gain (loss) before taxes $ (6,140 ) $ 23,692 Income tax benefit (expense) 1,842 (8,529 )

Net gain (loss) $ (4,298 ) $ 15,163

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working capital requirements, planned capital expenditures, scheduled contributions for our retirement plans, quarterly dividend payments, and our short-term operating strategies. Customer demand, competitive market forces, commodities pricing, customer acceptance of our product mix or economic conditions worldwide could affect our ability to continue to fund our future needs from business operations.

The following table is derived from our Consolidated Cash Flow Statements:

Net cash provided by operating activities, a key source of our liquidity, increased by $64.4 million in 2007 compared to 2006 predominantly due to net income growth and improvements in receivables, inventories, and accounts payable and accrued liabilities that contributed in total favorable cash flows of $54.7 million in 2007 compared to favorable cash flows of $19.2 million in 2006.

With respect to key working capital accounts, we continued to improve our management of accounts payable and accrued liabilities, receivables and inventories. Cash flow related to changes in outstanding accounts payable and accrued liabilities improved to a $28.1 million source of cash in 2007 compared to a $2.5 million use of cash in 2006 due primarily to longer payment terms. Days payables outstanding (defined as accounts payable and accrued liabilities divided by the average daily cost of sales and selling, general and administrative expenses recognized during the year) was 70 days at December 31, 2007 and 53 days at December 31, 2006. Excluding the impact of the three recent acquisitions, days payables outstanding at December 31, 2007 was 58 days. Cash flow related to changes in outstanding receivables improved to a $5.1 million source of cash in 2007 from a $12.7 million use of cash in 2006. Days sales outstanding in receivables (defined as receivables divided by average daily revenues recognized during the year) increased to 67 days at December 31, 2007 from 53 days at December 31, 2006 primarily due to longer collection cycles at the recently acquired companies. Excluding the impact of the acquisitions, days sales outstanding at December 31, 2007 was 52 days. Cash flow related to changes in inventory on-hand was a $21.4 million source of cash in 2007 and a $34.5 million source of cash in 2006. Inventory turns (defined as annual cost of sales divided by inventories) remained consistent at 5.7 as of December 31, 2007 and 2006. Excluding the impact of the three recent acquisitions, inventory turns at December 31, 2007 were 5.8.

Net cash used for investing activities totaled $590.2 million in 2007 compared to $1.5 million in 2006. This change in cash flows from investing activities resulted predominantly from $589.8 million of cash used to acquire Hirschmann, LTK and Lumberg Automation during 2007. The change is also due to a $41.8 million increase in capital expenditures in 2007 compared to 2006 primarily due to construction of our new plants in Mexico and China. These increases in cash payments were partially offset by a $26.1 million increase in proceeds generated from the disposal of assets. In 2007, we received proceeds totaling $60.2 million related primarily to the sale of our telecommunications cable operation in the Czech Republic and the sales of real estate in the Netherlands, Canada, Illinois, South Carolina and Vermont. In the first quarter of 2008, we expect to collect a $5.8 million receivable related to the 2007 sale of our telecommunications cable operation in the Czech Republic. In 2006, we received proceeds totaling $34.1 million related primarily to the disposal of tangible assets at our discontinued Manchester, United Kingdom business.

Planned capital expenditures for 2008 include the completion of construction of a new manufacturing facility in China. We anticipate that our capital expenditures will be funded with available cash.

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Years Ended December 31, 2007 2006 (In thousands)

Net cash provided by (used for): Operating activities $ 205,556 $ 141,156 Investing activities (590,224 ) (1,465 ) Financing activities 277,108 (22,673 )

Effects of currency exchange rate changes on cash and cash equivalents 13,373 2,495

Increase (decrease) in cash and cash equivalents (94,187 ) 119,513 Cash and cash equivalents, beginning of year 254,151 134,638

Cash and cash equivalents, end of year $ 159,964 $ 254,151

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Net cash provided by financing activities in 2007 totaled $277.1 million compared to a cash outflow of $22.7 million in 2006. This improvement in the cash flow impact of financing activities resulted predominantly from a $347.1 million increase in net funds provided under borrowing arrangements. In 2007, we issued $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017, redeemed medium-term notes in the aggregate principal amount of $62.0 million, and both borrowed and repaid $216.0 million under our senior secured credit facility. In 2006, we repaid $59.1 million of debt. The positive impact that the net borrowings had on the financing cash flows comparison was partially offset by debt issuance costs paid in 2007 that exceeded debt issuance costs paid in 2006 by $10.0 million and $31.7 million of payments under the 2007 share repurchase program. In 2007, we paid debt issuance costs of $11.1 million related primarily to the issuance of the senior subordinated notes. In 2006, we paid debt issuance costs of $1.1 million related to the senior secured credit facility. In 2007, we repurchased 676,800 shares of our common stock for $31.7 million, an average price per share of $46.79. From January 1, 2008 through February 22, 2008, we have repurchased an additional 639,714 shares of our common stock for $25.9 million, an average price of $40.49, resulting in $42.4 million remaining under our previously announced share repurchase program. Our cash liquidity will be impacted by additional share repurchases in future periods.

Our outstanding debt obligations as of December 31, 2007 consisted of $350.0 million aggregate principal of 7.0% senior subordinated notes due 2017 and $110.0 million aggregate principal of 4.0% convertible subordinated debentures due 2023. We may call some or all of these debentures on or after July 21, 2008 for redemption. If we do call the debentures, the holders of the debentures have the right to tender the notes to us for conversion. We currently anticipate that we will call the debentures for redemption and that, as a result, the holders will tender them for conversion. Upon conversion, we are obligated to pay the $110.0 million principal amount of the debentures in cash and to pay any conversion consideration in excess of the principal amount in shares of our common stock.

On February 16, 2007, we redeemed medium-term notes in the aggregate principal amount of $62.0 million and, in connection therewith, we paid a make-whole premium of approximately $2.0 million. The redemption was made with cash on hand.

Additional discussion regarding our various borrowing arrangements is included in Note 11 to the Consolidated Financial Statements and the Overview section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Contractual obligations outstanding at December 31, 2007 have the following scheduled maturities:

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Less than 1-3 3-5 More than Total 1 Year Years Years 5 Years (In thousands)

Long-term debt obligations(1)(2)(3) $ 460,000 $ 110,000 $ — $ — $ 350,000 Interest payments on long-term debt obligations 234,950 26,700 49,000 49,000 110,250 Operating lease obligations(4) 46,125 14,169 17,506 7,676 6,774 Purchase obligations(5) 32,850 32,850 — — — Other commitments(6) 3,145 — 2,242 903 — Pension and other postemployment obligations 127,691 16,606 25,261 24,939 60,885

Total $ 904,761 $ 200,325 $ 94,009 $ 82,518 $ 527,909

(1) As described in Note 11 to the Consolidated Financial Statements.

(2) Amounts do not include accrued and unpaid interest. Accrued and unpaid interest related to long-term debt obligations is reflected on a separate line in the table.

(3) Holders of our 4.00% convertible subordinated debentues due in 2023 may require us to purchase all or a part of the debentures in 2008, 2013, and 2018 at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the repurchase date. The convertible debentures contain a net share settlement

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Our commercial commitments expire or mature as follows:

Standby financial letters of credit, guarantees, and surety bonds are generally issued to secure obligations we have for a variety of commercial reasons such as risk self-insurance programs, unfunded retirement plans, and the importation and exportation of product.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.

Current-Year Adoption of Recent Accounting Pronouncements

Discussion regarding our adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 , is included in Note 2 and Note 12 to the Consolidated Financial Statements.

Pending Adoption of Recent Accounting Pronouncements

Discussion regarding our pending adoption of Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , is included in Note 2 to the Consolidated Financial Statements.

Discussion regarding our pending adoption of Statement of Financial Accounting Standards No. 157, Fair Value Measurements , is included in Note 2 to the Consolidated Financial Statements.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and judgments that affect the amounts reported in our Consolidated Financial Statements. We base our estimates and judgments 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 that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following critical accounting policies affect our more significant estimates and judgments used in the preparation of the

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feature requiring us upon conversion to pay cash for the principal amount and to pay any conversion consideration in excess of the principal amount in shares of our common stock.

(4) As described in Note 16 to the Consolidated Financial Statements.

(5) Includes agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction.

(6) Includes unrecognized tax benefits under FIN 48, but excludes $1.7 million of such unrecognized tax benefits for which we cannot make a reasonably reliable estimate of the amount and period of payment (see Note 12 to the Consolidated Financial Statements).

Less than 1-3 3-5 More than Total 1 Year Years Years 5 Years (In thousands)

Lines of credit $ 343,941 $ — $ — $ 343,941 $ — Standby financial letters of credit 6,059 6,059 — — — Bank guarantees 12,510 12,510 — — — Surety bonds 2,623 2,623 — — —

Total $ 365,133 $ 21,192 $ — $ 343,941 $ —

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Consolidated Financial Statements. We provide a detailed discussion on the application of these and other accounting policies in Note 2 to the Consolidated Financial Statements.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectibility is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement.

Accounts Receivable

We sometimes grant trade, promotion, and other special price reductions such as meet competition pricing, price protection, contract pricing, and on-time payment discounts to certain of our customers. We also adjust receivables balances for, among other things, correction of billing errors, incorrect shipments, and settlement of customer disputes. Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met. Certain distribution customers are allowed to return inventory at 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. Until we can process these reductions, corrections, and returns (together, the Adjustments) through individual customer records, we estimate the amount of outstanding Adjustments and recognize them against our gross accounts receivable and gross revenues. We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Adjustments patterns. We charge revisions to these estimates back to accounts receivable and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to further reduce prices and increase customer return authorizations, possibly resulting in an incremental reduction of accounts receivable and revenues at the time the reduction or return is authorized.

We evaluate the collectibility of accounts receivable based on the specific identification method. A considerable amount of judgment is required in assessing the realization of accounts receivable, including the current creditworthiness of each customer and related aging of the past due balances. We perform ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we 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 we are aware of a customer’s inability or unwillingness to pay outstanding amounts, we record a specific reserve for bad debts against amounts due to reduce the receivable to its estimated collectible balance. There have been occasions in the past where we 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 us and are reevaluated and adjusted as additional information is received.

Inventories

We evaluate the realizability of our inventory on a product-by-product basis in light of historical and 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 historical and anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition or where inventory cost exceeds net realizable value, we record a charge to cost of goods sold and reduce the inventory to its net realizable value. In 2006, we changed the parameters we apply to calculate our allowance for excess and obsolete inventories to conform to our goal to better manage our working capital and reduce our reliance on finished goods inventory as well as to include a more consistent definition of what constitutes excess and obsolete inventory. Revisions to these inventory adjustments would be required if any of the factors mentioned above differed from our estimates.

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Deferred Tax Assets

We recognize deferred tax assets resulting from tax credit carryforwards, net operating loss carryforwards, and deductible temporary differences between taxable income on our income tax returns and income before taxes under GAAP. 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 our Consolidated Financial Statements become deductible for income tax purposes. A deferred tax asset valuation allowance is required when some portion or all of the deferred tax assets will not be realized. We are 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 deferred tax asset valuation allowance for part or all of a deferred tax asset.

Income Taxes

Our effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our uncertain tax positions. We establish accruals for uncertain tax positions when it is more likely than not that our tax return positions may not be fully sustained. To the extent we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of such accruals, there could be a material effect on our income tax provisions in the period in which each such determination is made. In addition, certain portions of our foreign subsidiaries’ undistributed income are considered to be indefinitely reinvested and, accordingly, we do not record a provision for United States federal and state income taxes on this foreign income. If this income was not considered to be indefinitely reinvested, it would be subject to United States federal and state income taxes and could materially effect our income tax provision.

Long-Lived Assets

The valuation and classification of long-lived assets and the assignment of useful depreciation and amortization lives and salvage values involve significant judgments and the use of estimates. The testing of these long-lived assets under established accounting guidelines for impairment also requires significant use of judgment and assumptions, particularly as it relates to the identification of asset groups and reporting units and the determination of fair market value. We test our tangible long-lived assets and intangible long-lived assets subject to amortization for impairment when indicators of impairment exist. We test our goodwill and intangible long-lived assets not subject to amortization for impairment on an annual basis during the fourth quarter or when indicators of impairment exist. We base our estimates on assumptions we believe to be reasonable, but which are not predictable with precision and therefore are inherently uncertain. Actual future results could differ from these estimates.

Accrued Sales Rebates

We grant incentive rebates to selected distributors as part of our sales programs. The rebates are determined based on certain targeted sales volumes. Rebates are paid quarterly or annually in either cash or receivables credits. Until we can process these rebates through individual customer records, we estimate the amount of outstanding rebates and recognize them as accrued liabilities and reductions in our gross revenues. We base our estimates on both historical and anticipated sales demand and rebate program participation. We charge revisions to these estimates back to accrued liabilities and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an incremental reduction in revenues at the time the rebate is offered.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. A significant amount of judgment and use of estimates is required to quantify our ultimate exposure in these matters. We review the valuation of these liabilities on a quarterly basis and adjust the balances to account for changes in circumstances for ongoing issues and establish additional liabilities for emerging issues.

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While we believe that the current level of liabilities is adequate, future changes in circumstances could impact these determinations.

Pension and Other Postretirement Benefits

Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect our 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. Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. Our key assumptions are described in further detail in Note 13 to the Consolidated Financial Statements. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants.

Share-Based Compensation

We compensate certain employees with various forms of share-based payment awards and recognize compensation costs for these awards based on their fair values. The fair values of certain awards are estimated on the grant date using the Black-Scholes-Merton option-pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We develop the expected term assumption based on the vesting period and contractual term of an award, our historical exercise and post-vesting cancellation experience, our stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumption based on monthly historical price data for our common stock and other economic data trended into future years. After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation cost to be recognized in our operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience. Our key assumptions are described in further detail in Note 14 to the Consolidated Financial Statements.

Business Combination Accounting

We allocate the cost of an acquired entity to the assets and liabilities acquired based upon their estimated fair values at the business combination date. We also identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. We have historically relied upon the use of third-party valuation specialists to assist in the estimation of fair values for tangible long-lived assets and intangible assets other than goodwill. The carrying values of acquired receivables, inventories, and accounts payable have historically approximated their fair values at the business combination date. With respect to accrued liabilities acquired, we use all available information to make our best estimates of their fair values at the business combination date. When necessary, we rely upon the use of third-party actuaries to assist in the estimation of fair value for certain liabilities.

Market risks relating to our operations result primarily from currency exchange rates, certain commodity prices, interest rates and credit extended to customers. To manage the volatility relating to exposures, we net the exposures on a consolidated basis to take advantage of natural offsets. For residual exposures, we sometimes use derivative financial instruments pursuant to our policies in areas such as counterparty exposure and hedging practices. We do not hold or issue derivative financial 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.

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Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

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Currency Exchange Rate Risk

For most of our products, the currency in which we sell the product is the same as the currency in which we incur the costs to manufacture the product, resulting in a natural hedge. However, when the U.S. dollar strengthens against other currencies, the results of our non-U.S. operations are translated at a lower exchange rate and thus into lower reported earnings. Our 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, we will sometimes use foreign currency derivatives, typically foreign currency forward contracts, with durations of generally 12 months or less. We had no foreign currency derivatives outstanding at December 31, 2007 and did not employ any foreign currency derivatives during the year then ended.

We generally view as long-term our investments in international subsidiaries with functional currencies other than the United States dollar. As a result, we do not generally use derivatives to manage these net investments. In terms of foreign currency translation risk, we are exposed primarily to exchange rate movements between the United States dollar and the euro, Canadian dollar, Hong Kong dollar, and British pound. Our net foreign currency investment in foreign subsidiaries and affiliates translated into United States dollars using year-end exchange rates was $736.2 million and $302.3 million at December 31, 2007 and 2006, respectively. The acquisitions of Hirschmann, LTK and Lumberg Automation have increased our foreign currency translation risk.

Commodity Price Risk

Certain raw materials used by us are subject to price volatility caused by supply conditions, political and economic variables and other unpredictable factors. The primary purpose of our commodity price management activities is to manage the volatility associated with purchases of commodities in the normal course of business. We do not speculate on commodity prices.

We are exposed to price risk related to our purchase of copper used in the manufacture of our products. Our 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, we will sometimes use commodity price derivatives, typically exchange-traded forward contracts, with durations of generally twelve months or less. We did not have any commodity price derivatives outstanding at December 31, 2007 and did not employ any commodity price derivatives during the year then ended. The following table presents unconditional copper purchase obligations outstanding at December 31, 2007. The unconditional copper purchase obligations settle during 2008. In addition, we had $12.5 million of copper included in our raw materials inventory balance at December 31, 2007.

We are also exposed to price risk related to our purchase of selected commodities derived from petrochemical feedstocks used in the manufacture of our products. We generally purchase 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 petrochemical feedstocks. Historically, we have not used commodity financial instruments to hedge prices for commodities derived from petrochemical feedstocks.

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Purchase Fair Amount Value (In thousands, except average price)

Unconditional copper purchase obligations: Commitment volume in pounds 2,473 Weighted average price per pound $ 3.071

Commitment amounts $ 7,595 $ 7,495

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Interest Rate Risk

We have occasionally managed our debt portfolio by using interest rate derivative instruments, such as swap agreements, to achieve an overall desired position of fixed and floating rates; however we were not a party to any interest rate derivative instruments at December 31, 2007 or during the year then ended.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and average interest rates by expected maturity dates. The table also presents fair values as of December 31, 2007.

Our convertible subordinated debentures traded at an average market price of 306.45% per $100 in face value on December 31, 2007. We believe the premium associated with these notes is attributable to factors such as changes in the price of our common stock rather than changes in interest rate.

The fair value of our fixed-rate financial instruments at December 31, 2007 represented 98% of the carrying value of our fixed-rate financial instruments.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. We are exposed to credit losses in the event of nonperformance by counterparties to these financial instruments. We anticipate, however, that counterparties will be able to fully satisfy their obligations under these financial instruments. We place cash and cash equivalents with various high-quality financial institutions throughout the world, and exposure is limited at any one financial institution. Although we do not obtain collateral or other security to support these financial instruments, we do periodically evaluate the credit standing of the counterparty financial institutions. At December 31, 2007, no individual customer represented 10% or more of our trade accounts receivable outstanding.

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Principal Amount by Expected Maturity 2008 Thereafter Total Fair Value (In thousands, except interest rates)

Fixed-rate senior subordinated notes $ — $ 350,000 $ 350,000 $ 340,000 Average interest rate 7.00 % Fixed-rate convertible subordinated debentures $ 110,000 $ — $ 110,000 $ 110,000 Average interest rate 4.00 %

Total $ 460,000 $ 450,000

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders Belden Inc.

We have audited the accompanying consolidated balance sheets of Belden Inc. (the Company) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. 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) (PCAOB). 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 Inc. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, 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.

As discussed in Notes 14 and 13, respectively, to the consolidated financial statements, on January 1, 2006, the Company changed its method of accounting for share-based payments, and on December 31, 2006, the Company changed its method of accounting for defined pension benefit and other postretirement benefit plans.

We also have audited, in accordance with the standards of the PCAOB, Belden Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2008, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

St. Louis, Missouri February 28, 2008

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Item 8. Financial Statements and Supplementary Data

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Belden Inc.

Consolidated Balance Sheets

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

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December 31, 2007 2006

(In thousands, except par value and number of

shares)

ASSETS Current assets:

Cash and cash equivalents $ 159,964 $ 254,151 Receivables, less allowance for doubtful accounts of $3,893 and $2,637 at 2007 and 2006,

respectively 373,108 217,908 Inventories, net 257,540 202,248 Deferred income taxes 28,578 34,664 Other current assets 17,392 10,465

Total current assets 836,582 719,436 Property, plant and equipment, less accumulated depreciation 369,803 272,285 Goodwill 648,882 275,134 Intangible assets, less accumulated amortization 154,786 70,964 Other long-lived assets 58,796 18,149

$ 2,068,849 $ 1,355,968

LIABILITIES AND STOCKHOLDERS ’ EQUITY

Current liabilities: Accounts payable and accrued liabilities $ 350,047 $ 200,008 Current maturities of long-term debt 110,000 62,000

Total current liabilities 460,047 262,008 Long-term debt 350,000 110,000 Postretirement benefits 98,084 60,914 Deferred income taxes 78,140 71,399 Other long-term liabilities 9,915 7,746 Stockholders’ equity:

Preferred stock, par value $.01 per share — 2,000,000 shares authorized; no shares outstanding — — Common stock, par value $.01 per share — 200,000,000 shares authorized; 50,334,932 shares

issued; 44,593,214 and 44,151,185 shares outstanding at 2007 and 2006, respectively 503 503 Additional paid-in capital 638,690 591,416 Retained earnings 478,776 348,069 Accumulated other comprehensive income 93,198 15,013 Treasury stock, at cost — 5,741,718 and 6,183,747 shares at 2007 and 2006, respectively (138,504 ) (111,100 )

Total stockholders’ equity 1,072,663 843,901

$ 2,068,849 $ 1,355,968

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Belden Inc.

Consolidated Statements of Operations

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

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Years Ended December 31, 2007 2006 2005 (In thousands, except per share amounts)

Revenues $ 2,032,841 $ 1,495,811 $ 1,245,669 Cost of sales (1,471,471 ) (1,162,498 ) (968,296 )

Gross profit 561,370 333,313 277,373 Selling, general and administrative expenses (345,928 ) (205,139 ) (203,825 ) Gain on sale of assets 8,556 1,383 — Asset impairment (3,262 ) (11,079 ) (8,010 ) Minimum requirements contract income — — 3,000

Operating income 220,736 118,478 68,538 Interest expense (27,516 ) (13,096 ) (15,036 ) Interest income 6,544 7,081 4,737 Other income (expense) 1,799 (187 ) (699 )

Income from continuing operations before taxes 201,563 112,276 57,540 Income tax expense (64,440 ) (40,713 ) (23,972 )

Income from continuing operations 137,123 71,563 33,568 Loss from discontinued operations, net of tax — (1,330 ) (1,173 ) Gain (loss) on disposal of discontinued operations, net of tax — (4,298 ) 15,163

Net income $ 137,123 $ 65,935 $ 47,558

Weighted average number of common shares and equivalents: Basic 44,877 43,319 45,655 Diluted 50,615 50,276 52,122

Basic income (loss) per share: Continuing operations $ 3.06 $ 1.65 $ 0.74 Discontinued operations — (0.03 ) (0.03 ) Disposal of discontinued operations — (0.10 ) 0.33

Net income $ 3.06 $ 1.52 $ 1.04

Diluted income (loss) per share: Continuing operations $ 2.73 $ 1.48 $ 0.69 Discontinued operations — (0.03 ) (0.02 ) Disposal of discontinued operations — (0.08 ) 0.29

Net income $ 2.73 $ 1.37 $ 0.96

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Belden Inc.

Consolidated Cash Flow Statements

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

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Years Ended December 31, 2007 2006 2005 (In thousands)

Cash flows from operating activities: Net income $ 137,123 $ 65,935 $ 47,558 Adjustments to reconcile net income to net cash provided by operating

activities: Depreciation and amortization 51,746 38,616 40,470 Deferred income tax expense 24,945 18,896 14,127 Provision for inventory obsolescence 4,802 14,395 7,533 Asset impairment 3,262 11,079 12,849 Share-based compensation expense 10,562 5,765 3,539 Loss (gain) on disposal of tangible assets (9,514 ) 3,690 (15,666 ) Pension funding in excess of pension expense (5,883 ) (21,273 ) (8,157 ) Changes in operating assets and liabilities, net of the effects of currency

exchange rate changes and acquired businesses: Receivables 5,148 (12,730 ) (6,213 ) Inventories 21,428 34,462 (49,355 ) Accounts payable and accrued liabilities 28,096 (2,507 ) 12,073 Income taxes (39,153 ) (12,623 ) 4,012 Other assets and liabilities, net (27,006 ) (2,549 ) (13,621 )

Net cash provided by operating activities 205,556 141,156 49,149 Cash flows from investing activities:

Proceeds from disposal of tangible assets 60,182 34,059 51,541 Capital expenditures (63,501 ) (21,663 ) (23,789 ) Cash used to invest in or acquire businesses (589,816 ) (11,715 ) — Cash provided by (used for) other investing activities 2,911 (2,146 ) —

Net cash provided by (used for) investing activities (590,224 ) (1,465 ) 27,752 Cash flows from financing activities:

Borrowings under credit arrangements 566,000 — — Payments under borrowing arrangements (278,000 ) (59,051 ) (17,474 ) Cash dividends paid (9,026 ) (8,736 ) (9,116 ) Debt issuance costs paid (11,070 ) (1,063 ) — Payments under share repurchase program (31,664 ) — (109,429 ) Proceeds from exercises of stock options 32,335 38,808 6,897 Excess tax benefits related to share-based payments 8,533 7,369 —

Net cash provided by (used for) financing activities 277,108 (22,673 ) (129,122 ) Effect of currency exchange rate changes on cash and cash equivalents 13,373 2,495 (1,937 )

Increase (decrease) in cash and cash equivalents (94,187 ) 119,513 (54,158 ) Cash and cash equivalents, beginning of year 254,151 134,638 188,796

Cash and cash equivalents, end of year $ 159,964 $ 254,151 $ 134,638

Supplemental cash flow information Income tax refunds received $ 1,968 $ 1,548 $ 8,924 Income taxes paid (55,898 ) (29,212 ) (11,071 ) Interest paid, net of amount capitalized (21,740 ) (14,122 ) (14,857 )

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Belden Inc.

Consolidated Stockholders’ Equity Statements

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

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Accumulated Other Unearned Comprehensive Income (Loss) Deferred Translation Pension and Common Stock Paid-In Retained Treasury Stock Compensation Component Postretirement Shares Amount Capital Earnings Shares Amount (UDC) of Equity Liability Total

($ in thousands)

Balance at December 31, 2004 50,211 $ 502 $ 531,984 $ 252,114 (3,009 ) $ — $ (2,462 ) $ 45,766 $ (17,904 ) $ 810,000 Net income — — — 47,558 — — — — — 47,558 Foreign currency translation — — — — — — — (34,118 ) — (34,118 ) Minimum pension liability, net of $1.0 million

tax benefit — — — — — — — — (625 ) (625 )

Comprehensive income 12,815 Exercise of stock options 122 1 6,991 — 265 (95 ) — — — 6,897 Share-based compensation, net of tax

withholding forfeitures 13 — 1,069 — (66 ) (1,554 ) 78 — — (407 ) Share repurchase program — — — — (5,200 ) (109,429 ) — — — (109,429 ) UDC amortization — — — — — — 2,048 — — 2,048 Cash dividends ($.20 per share) — — — (9,116 ) — — — — — (9,116 ) Other — — 386 314 — — — — — 700

Balance at December 31, 2005 50,346 503 540,430 290,870 (8,010 ) (111,078 ) (336 ) 11,648 (18,529 ) 713,508 Net income — — — 65,935 — — — — — 65,935 Foreign currency translation — — — — — — — 33,193 — 33,193 Minimum pension liability, net of $1.7 million

tax expense — — — — — — — — 4,152 4,152

Comprehensive income 103,280 Exercise of stock options — — 38,510 — 1,822 298 — — — 38,808 Share-based compensation, net of tax

withholding forfeitures (11 ) — 12,812 — 4 (320 ) — — — 12,492 Cash dividends ($.20 per share) — — — (8,736 ) — — — — — (8,736 ) Adoption of SFAS No. 123(R) — — (336 ) — — — 336 — — — Adoption of SFAS No. 158, net of $8.2 million

deferred tax benefit — — — — — — — — (15,451 ) (15,451 )

Balance at December 31, 2006 50,335 503 591,416 348,069 (6,184 ) (111,100 ) — 44,841 (29,828 ) 843,901 Net income — — — 137,123 — — — — — 137,123 Foreign currency translation — — — — — — — 63,879 — 63,879 Adjustments to pension and postretirement

liability, net of $6.4 million tax benefit — — — — — — — — 14,306 14,306

Comprehensive income 215,308 Share repurchase program — — — — (677 ) (31,664 ) — — — (31,664 ) Exercise of stock options — — 27,651 — 1,125 4,573 — — — 32,224 Share-based compensation, net of tax

withholding forfeitures — — 19,623 — (6 ) (313 ) — — — 19,310 Cash dividends ($.20 per share) — — — (9,100 ) — — — — — (9,100 ) Adoption of FIN No. 48 — — — 2,684 — — — — — 2,684

Balance at December 31, 2007 50,335 $ 503 $ 638,690 $ 478,776 (5,742 ) $ (138,504 ) $ — $ 108,720 $ (15,522 ) $ 1,072,663

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Notes to Consolidated Financial Statements

Business Description

Belden Inc. (formerly known as Belden CDT Inc.) (the Company, Belden, we, us, or our) designs, manufactures and markets signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace.

Consolidation

The accompanying Consolidated Financial Statements include Belden Inc. and all of its subsidiaries. We eliminate all significant affiliate accounts and transactions in consolidation.

Foreign Currency Translation

For international operations with functional currencies other than the United States dollar, we translate assets and liabilities at current exchange rates; we translate income and expenses using average exchange rates. We report the resulting translation adjustments, as well as gains and losses from certain affiliate transactions, in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. We include exchange gains and losses on transactions in operating income.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Typically, our fiscal first, second and third quarter each end on the last Sunday falling on or before their respective calendar quarter-end.

Use of Estimates in the Preparation of the Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and operating results and the disclosure of contingencies. Actual results could differ from those estimates. We make significant estimates in regard to receivables collectibility, inventory valuation, realization of deferred tax assets, valuation of long-lived assets, valuation of contingent liabilities, calculation of share-based compensation, calculation of pension and other postretirement benefits expense, and valuation of acquired businesses.

Reclassifications

We have made certain reclassifications to the 2006 and 2005 Consolidated Financial Statements with no impact to reported net income in order to conform to the 2007 presentation.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents.

Accounts Receivable

We classify amounts owed to us and due within twelve months, arising from the sale of goods or services in the normal course of business, as current receivables. We classify receivables due after twelve months as other long-lived assets.

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Note 1: Basis of Presentation

Note 2: Summary of Significant Accounting Policies

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Notes to Consolidated Financial Statements — (Continued)

We sometimes grant trade, promotion, and other special price reductions such as meet competition pricing, price protection, contract pricing, and on-time payment discounts to certain of our customers. We also adjust receivables balances for, among other things, correction of billing errors, incorrect shipments, and settlement of customer disputes. Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met. Certain distribution customers are allowed to return inventory at 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. Until we can process these reductions, corrections, and returns (together, the Adjustments) through individual customer records, we estimate the amount of outstanding Adjustments and recognize them against our gross accounts receivable and gross revenues. We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Adjustments patterns. We charge revisions to these estimates back to accounts receivable and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to further reduce prices and increase customer return authorizations, possibly resulting in an incremental reduction of accounts receivable and revenues at the time the reduction or return is authorized. Unprocessed receivable credits at December 31, 2007 and 2006 totaled $9.4 million and $11.1 million, respectively.

We evaluate the collectibility of accounts receivable based on the specific identification method. A considerable amount of judgment is required in assessing the realization of accounts receivable, including the current creditworthiness of each customer and related aging of the past due balances. We perform ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we 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. We record a specific reserve for bad debts against amounts due to reduce the receivable to its estimated collectible balance. We recognized bad debt expense of $1.6 million, $0.5 million and $0.7 million in 2007, 2006, and 2005, respectively.

Inventories and Related Reserves

Inventories are stated at the lower of cost or market. We determine the cost of all raw materials, and finished goods inventories by the first in, first out method. Cost components of inventories include direct labor, applicable production overhead and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products.

We evaluate the realizability of our inventory on a product-by-product basis in light of historical and 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, we record a charge to cost of goods sold and reduce the inventory to its net realizable value. The allowances for excess and obsolete inventories at December 31, 2007 and 2006 totaled $19.5 million and $15.2 million, respectively.

Property, Plant and Equipment

We record property, plant and equipment at cost. We calculate depreciation on a straight-line basis over the estimated useful lives of the related assets ranging from 10 to 40 years for buildings, 5 to 12 years for machinery and equipment and five years for computer equipment and software. Construction in process reflects amounts incurred for the configuration and build-out of property, plant and equipment and for property, plant and equipment not yet placed into service. We charge maintenance and repairs — both planned major activities and less-costly, ongoing activities — to expense as incurred. We capitalize interest costs associated with the construction of capital assets and amortize the costs over the assets’ useful lives.

We review property, plant and equipment to determine whether an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We base our evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets and any historical or future profitability

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Notes to Consolidated Financial Statements — (Continued)

measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. If impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset.

Intangible Assets

Our intangible assets consist of (a) definite-lived assets subject to amortization such as patents, favorable customer contracts, customer relationships and backlog, and (b) indefinite-lived assets not subject to amortization such as goodwill and trademarks. We calculate amortization of the definite-lived intangible assets on a straight-line basis over the estimated useful lives of the related assets ranging from less than one year for backlog to in excess of twenty-five years for customer relationships.

We evaluate goodwill for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. We compare the fair value of each reporting unit to its carrying value. We determine the fair value using the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we 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 we recognize an impairment loss for the difference between the carrying amount and the implied fair value of goodwill as a component of operating income. We did not recognize any goodwill impairment charges in 2007 and 2006. In 2005, we recognized goodwill impairment charges totaling $6.9 million related to our discontinued operations in the United Kingdom.

We also evaluate intangible assets not subject to amortization for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of those assets may no longer be recoverable. We compare the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess.

We review intangible assets subject to amortization whenever an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We test intangible assets subject to amortization for impairment and estimate their fair values using the same assumptions and techniques we employ on property, plant and equipment.

Pension and Other Postretirement Benefits

Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect our long-term actual experience and future or near-term outlook. We determine the long-term return on plan assets based on historical portfolio results and management’s expectation of the future economic environment. Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants.

Accrued Sales Rebates

We grant incentive rebates to selected customers as part of our sales programs. The rebates are determined based on certain targeted sales volumes. Rebates are paid quarterly or annually in either cash or receivables credits.

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Notes to Consolidated Financial Statements — (Continued)

Until we can process these rebates through individual customer records, we estimate the amount of outstanding rebates and recognize them as accrued liabilities and reductions in our gross revenues. We base our estimates on both historical and anticipated sales demand and rebate program participation. We charge revisions to these estimates back to accrued liabilities and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an incremental reduction in revenues at the time the rebate is offered. Accrued sales rebates at December 31, 2007 and 2006 totaled $29.3 million and $25.0 million, respectively.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. A significant amount of judgment and use of estimates is required to quantify our ultimate exposure in these matters. We review the valuation of these liabilities on a quarterly basis and we adjust the balances to account for changes in circumstances for ongoing issues and to recognize liability for emerging issues.

We accrue environmental remediation costs, on an undiscounted basis, based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We expense environmental compliance costs, which include maintenance and operating costs with respect to ongoing monitoring programs, as incurred. We generally depreciate capitalized environmental costs over a 15-year life. We evaluate the range of potential costs to remediate environmental sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties of our involvement in certain sites, uncertainties regarding the extent of the required cleanup, the availability of alternative cleanup methods, variations in the interpretation of applicable laws and regulations, the possibility of insurance recoveries with respect to certain sites, and other factors.

We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Assessments regarding the ultimate cost of lawsuits require judgments concerning matters such as the anticipated outcome of negotiations, the number and cost of pending and future claims, and the impact of evidentiary requirements. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

Business Combination Accounting

We allocate the cost of an acquired entity to the assets and liabilities acquired based upon their estimated fair values at the business combination date. We also identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. We have historically relied upon the use of third-party valuation specialists to assist in the estimation of fair values for tangible long-lived assets and intangible assets other than goodwill. The carrying values of acquired receivables and accounts payable have historically approximated their fair values at the business combination date. With respect to accrued liabilities acquired, we use all available information to make our best estimates of their fair values at the business combination date. When necessary, we rely upon the use of third-party actuaries to assist in the estimation of fair value for certain liabilities.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectibility is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We charge revisions to these estimates back to revenue in the period in which the facts that give rise to each revision become known. Future

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Notes to Consolidated Financial Statements — (Continued)

market conditions and product transitions might require us to take actions to increase customer rebates and price allowance offerings, possibly resulting in an incremental reduction of revenue at the time the rebate or allowance is offered. We recognized rebates, allowances, adjustments, and product returns totaling $109.0 million, $101.4 million and $85.2 million as deductions to gross revenues in 2007, 2006, and 2005, respectively.

Shipping and Handling Costs

We recognize fees earned on the shipment of product to customers as revenues and recognize costs incurred on the shipment of product to customers as a cost of sales. We recognized certain handling costs, primarily incurred at our distribution centers, totaling $13.0 million, $9.4 million and $7.1 million as selling, general and administrative (SG&A) expenses in 2007, 2006, and 2005, respectively.

Research and Development

Research and development expenditures are recognized as incurred. Expenditures for research and development were $27.2 million, $10.1 million and $9.6 million for 2007, 2006, and 2005, respectively. Of the $27.2 million incurred in 2007, $17.1 million was incurred by the three businesses that we acquired in 2007.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were $16.9 million, $10.3 million and $10.6 million for 2007, 2006, and 2005, respectively. Of the $16.9 million incurred in 2007, $4.4 million was incurred by the three businesses that we acquired in 2007.

Share-Based Compensation

We compensate certain employees with various forms of share-based payment awards and recognize compensation costs for these awards based on their fair values. We estimate the fair values of certain awards on the grant date using the Black-Scholes-Merton option-pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We develop the expected term assumption based on the vesting period and contractual term of an award, our historical exercise and post-vesting cancellation experience, our stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumption based on monthly historical price data for our common stock and other economic data trended into future years. After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation cost to be recognized in our operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience.

Income Taxes

Income taxes are provided based on earnings reported for financial statement purposes. The provision for income taxes differs from the amounts currently payable to taxing authorities because of the recognition of revenues and expenses in different periods for income tax purposes than for financial statement purposes. Income taxes are provided as if operations in all countries, including the United States, were stand-alone businesses filing separate tax returns. We have determined that undistributed earnings from our international subsidiaries will not be remitted to the United States in the foreseeable future and, therefore, no additional provision for United States taxes has been made on foreign earnings.

We recognize deferred tax assets resulting from tax credit carryforwards, net operating loss carryforwards, and deductible temporary differences between taxable income on our income tax returns and pretax income under GAAP. 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 our Consolidated Financial Statements become deductible for income tax purposes.

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Notes to Consolidated Financial Statements — (Continued)

Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish accruals for uncertain tax positions when, despite the belief that our tax return positions are fully supported, we believe that certain positions are likely to be challenged and that our position may not be fully sustained. To the extent we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of reserves, there could be a material effect on our income tax provisions in the period in which such determination is made.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 . This Interpretation required us to develop a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additional information regarding the adoption of FIN No. 48 is included in Note 12 to these Consolidated Financial Statements.

Pending Adoption of Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements . This statement establishes a framework for measuring fair value within generally accepted accounting principles, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. This statement does not require any new fair value measurements in generally accepted accounting principles. However, the definition of fair value in SFAS No. 157 may affect assumptions used by companies in determining fair value. We are required to adopt this Statement effective January 1, 2008. We have not completed our evaluation of the impact that adoption will have on our financial position, operating results and cash flows, but currently believe adoption will not require material modification of our fair value measurements and will be primarily limited to expanded disclosures in the notes to our consolidated financial statements.

In January 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities . This statement permits entities to choose to measure many financial instruments and certain other items at fair value in an effort to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. SFAS No. 159 would become effective for us on January 1, 2008 if we elected to use the fair value measurement option. We believe that the fair value measurement option would not have a material impact on our operating results, cash flows and financial condition.

During 2007, we completed three acquisitions. We acquired Hirschmann Automation and Control GmbH (Hirschmann) on March 26, 2007 for $257.9 million. Hirschmann has its headquarters in Germany and is a leading supplier of industrial ethernet solutions and industrial connectivity. The acquisition of Hirschmann enables us to deliver connectivity and networking solutions for demanding industrial environments and large-scale infrastructure projects worldwide. On March 27, 2007, we acquired LTK Wiring Co. Ltd. (LTK), a Hong Kong company, for $214.4 million. LTK is one of the largest manufacturers of electronic cable for the China market. LTK gives us a strong presence in China among OEM customers, including consumer electronics manufacturers. On April 30, 2007, we completed the purchase of the assets of Lumberg Automation Components (Lumberg Automation) for $117.5 million. Lumberg Automation has its headquarters in Germany and is a leading supplier of industrial connectors, high performance cord-sets and fieldbus communication components for factory automation machinery. Lumberg Automation complements the industrial connectivity portfolio of Hirschmann as well as our expertise in signal transmission. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. Hirschmann and Lumberg Automation are included in the Europe segment, and LTK is included in the Asia Pacific segment.

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Note 3: Acquisitions

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Notes to Consolidated Financial Statements — (Continued)

All three acquisitions were cash transactions and were valued in total at $589.8 million, net of cash acquired and including transaction costs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands).

The allocation above differs from our initial allocation primarily due to the completion of the identifiable intangible asset valuations in the fourth quarter. As a result of this change and others, the amount allocated to goodwill increased by $4.9 million.

The above purchase price allocation is preliminary and is subject to revision as more detailed analyses are completed and additional information about the fair value of individual assets and liabilities becomes available. We are obtaining additional information related to the fair value of certain assets, environmental liabilities, and lease and service provider agreements. In addition, we plan to incur costs in connection with realigning portions of Hirschmann and Lumberg Automation. Management expects to complete these plans by the end of the first quarter of 2008. We will likely incur severance, relocation costs and lease termination penalties associated with the realignment plans. Any change in the fair value of the acquired net assets, any realignment costs, and resolution of income tax uncertainties will change the amount of the purchase price allocable to goodwill.

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Receivables $ 143,514 Inventories 80,047 Other current assets 7,070 Property, plant and equipment 110,180 Goodwill 349,240 Other intangible assets 88,629 Other long-lived assets 29,393

Total assets $ 808,073

Accounts payable and accrued liabilities $ 126,169 Postretirement benefits 57,274 Deferred income taxes 32,191 Other long-term liabilities 2,623

Total liabilities 218,257

Net assets $ 589,816

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Notes to Consolidated Financial Statements — (Continued)

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. Intangible assets related to the acquisitions consisted of the following:

Goodwill of $248.4 million and $100.8 million was assigned to the Europe segment and Asia Pacific segment, respectively. Approximately $67 million of the total goodwill related to the acquisitions is deductible for tax purposes.

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely.

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relations intangible asset was based on our forecasts of customer turnover. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

The following table illustrates the pro forma effect on operating results as if the three acquisitions had been completed as of the beginning of each respective period.

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Estimated Amortization Fair Value Period (In thousands) (In years)

Intangible assets subject to amortization: Customer relations $ 25,103 17.0 Developed technologies 24,739 4.7 Backlog 2,430 0.1

Total intangible assets subject to amortization 52,272

Intangible assets not subject to amortization: Goodwill 349,240 Trademarks 36,357

Total intangible assets not subject to amortization 385,597

Total intangible assets $ 437,869

Weighted average amortization period 10.4

Years Ended December 31, 2007 2006 Unaudited (In thousands, except per share data)

Revenues $ 2,178,326 $ 2,036,943 Income from continuing operations 142,747 75,392 Net income 142,747 69,764 Diluted income per share:

Continuing operations 2.84 1.55 Net income 2.84 1.44

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Notes to Consolidated Financial Statements — (Continued)

For purposes of the pro forma disclosures, each respective period includes $15.8 million ($10.4 million after tax) of nonrecurring expenses from the effects of purchase accounting, including inventory cost step-up of $13.3 million that was recognized in cost of sales and amortization of the sales backlog intangible assets of $2.4 million. The pro forma information above also reflects interest expense assuming borrowings at the beginning of each respective period of $350.0 million of 7.0% senior subordinated notes and $239.8 million at 6.6% interest under our senior secured credit agreement to finance the acquisitions.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed these acquisitions on the dates assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisitions.

Management has organized the enterprise around geographic areas and, within North America, around the brands under which we sell our products in the market. We conduct our operations through four operating segments — the Belden Americas segment, the Specialty Products segment, the Europe segment, and the Asia Pacific segment. The Belden Americas segment, the Specialty Products segment, and the Europe segment all design, manufacture, and market metallic cable, fiber optic cable, connectivity products, and certain other non-cable products with industrial, communications/networking, video/sound/security, and transportation/defense applications. Prior to the acquisition of LTK, our Asia Pacific segment only marketed products manufactured by other segments. Through the acquisition of LTK in 2007, the Asia Pacific segment now has cable design and manufacturing capabilities. We sell the products manufactured by our segments principally through distributors or directly to systems integrators and original equipment manufacturers.

In January 2007, we reassigned our metal enclosures, racks and accessories business headquartered in Washington, Pennsylvania from the Specialty Products segment to the Belden Americas segment. We have reclassified prior year segment disclosures to conform to the new segment presentation.

We evaluate segment performance and allocate resources based on operating income. Operating income of the segments includes all the ongoing costs of operations, but excludes interest and income taxes. Allocations to or from these segments are not significant. Transactions between the segments are conducted on an arms-length basis. With the exception of unallocated goodwill, certain unallocated tax assets, and tangible assets located at our corporate headquarters, substantially all of our assets are utilized by the segments.

Operating Segment Information

Amounts reflected in the column entitled Finance & Administration (F&A) in the tables below represent corporate headquarters operating expenses, treasury expenses, income tax expenses, corporate assets, and corporate investment in certain affiliates. Amounts reflected in the column entitled Eliminations in the tables below represent the eliminations of affiliate revenues, affiliate cost of sales, and certain investments in affiliates.

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Note 4: Operating Segments and Geographic Information

Belden Specialty Asia Year Ended December 31, 2007 Americas Products Europe Pacific F&A Eliminations Consolidated

(In thousands)

External customer revenues $ 865,183 $ 245,185 $ 620,455 $ 302,018 $ — $ — $ 2,032,841 Affiliate revenues 69,993 83,552 20,495 464 — (174,504 ) — Total revenues 935,176 328,737 640,950 302,482 — (174,504 ) 2,032,841 Depreciation and amortization (16,101 ) (7,048 ) (21,339 ) (6,981 ) (277 ) — (51,746 ) Asset impairment (1,870 ) — (1,392 ) — — — (3,262 ) Operating income (loss) 166,360 53,265 48,272 30,593 (43,313 ) (34,441 ) 220,736 Total assets 392,720 210,024 1,435,910 368,766 1,039,218 (1,377,789 ) 2,068,849 Acquisition of property, plant and

equipment 30,658 2,152 13,254 16,166 1,271 — 63,501

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Notes to Consolidated Financial Statements — (Continued)

Total segment operating income differs from net income reported in the Consolidated Financial Statements as follows:

Product and Service Group Information

It is currently impracticable for all of our operations to capture and report external customer revenues for each group of similar products and services.

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Belden Specialty Asia Year Ended December 31, 2006 Americas Products Europe Pacific F&A Eliminations Consolidated

(In thousands)

External customer revenues $ 819,119 $ 247,316 $ 365,079 $ 64,297 $ — $ — $ 1,495,811 Affiliate revenues 64,235 30,459 8,659 — — (103,353 ) — Total revenues 883,354 277,775 373,738 64,297 — (103,353 ) 1,495,811 Depreciation and amortization(1) (18,397 ) (6,814 ) (10,297 ) (153 ) (232 ) — (35,893 ) Asset impairment (8,557 ) — (2,522 ) — — — (11,079 ) Operating income (loss) 123,675 33,116 4,072 6,803 (29,220 ) (19,968 ) 118,478 Total assets 383,889 212,781 348,480 24,660 1,127,172 (741,014 ) 1,355,968 Acquisition of property, plant and

equipment 13,837 2,907 4,166 385 368 — 21,663

Belden Specialty Asia Year Ended December 31, 2005 Americas Products Europe Pacific F&A Eliminations Consolidated

(In thousands)

External customer revenues $ 639,634 $ 231,569 $ 324,258 $ 50,208 $ — $ — $ 1,245,669 Affiliate revenues 73,900 18,439 8,993 — — (101,332 ) — Total revenues 713,534 250,008 333,251 50,208 — (101,332 ) 1,245,669 Depreciation and amortization(1) (19,314 ) (6,476 ) (9,862 ) (285 ) (239 ) — (36,176 ) Asset impairment — — (5,610 ) — (2,400 ) — (8,010 ) Operating income (loss) 98,046 24,844 (8,542 ) 2,838 (30,717 ) (17,931 ) 68,538 Total assets 409,751 216,868 291,119 24,667 1,014,685 (650,355 ) 1,306,735 Acquisition of property, plant and

equipment(1) 11,961 3,849 6,680 148 395 — 23,033

(1) Excludes discontinued operations.

Years Ended December 31, 2007 2006 2005 (In thousands)

Operating income $ 220,736 $ 118,478 $ 68,538 Interest expense (27,516 ) (13,096 ) (15,036 ) Interest income 6,544 7,081 4,737 Other income (expense) 1,799 (187 ) (699 ) Income tax expense (64,440 ) (40,713 ) (23,972 )

Income from continuing operations 137,123 71,563 33,568 Loss from discontinued operations, net of tax — (1,330 ) (1,173 ) Gain (loss) on disposal of discontinued operations, net of tax — (4,298 ) 15,163

Net income $ 137,123 $ 65,935 $ 47,558

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Notes to Consolidated Financial Statements — (Continued)

Geographic Information

The following table identifies revenues by country based on the location of the customer and long-lived assets by country based on physical location.

Major Customer

Revenues generated from sales to Anixter International Inc., primarily in the Belden Americas segment, were $336.8 million (17% of revenues), $309.8 million (21% of revenues), and $216.5 million (17% of revenues) for 2007, 2006, and 2005, respectively.

During 2006, we sold certain assets and liabilities of our discontinued operation in Manchester, United Kingdom for approximately $28.0 million cash and terminated, without penalty, our supply agreement with British Telecom plc. We recognized a $4.3 million after-tax loss on the disposal of this discontinued operation.

During 2005, we sold substantially all of the remaining net assets of our discontinued operations in Phoenix, Arizona; Skelmersdale, United Kingdom; Auburn, Massachusetts; and Barberton, Ohio, for approximately $40.0 million cash. We recognized a $15.2 million after-tax gain on the disposal of the discontinued operation assets in Phoenix. The net assets for the other three discontinued operations were acquired through the 2004 merger with Cable Design Technologies. The net proceeds received from the sales of the net assets of these three discontinued operations exceeded their aggregate carrying values by $0.1 million. Upon the finalization of purchase accounting, we increased the portion of consideration we previously allocated to the tangible assets of these discontinued operations and reduced the portion of consideration we previously allocated to goodwill by this excess amount.

We recognized severance costs within the loss from discontinued operations in the amount of $1.0 million and $0.1 million in 2005 because of personnel reductions at our discontinued operations in Manchester and Phoenix, respectively.

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United Canada & Europe, Africa Asia States Latin America & Middle East Pacific Total (In thousands)

Year ended December 31, 2007 Revenues $ 925,697 $ 222,207 $ 548,456 $ 336,481 $ 2,032,841 Percent of total revenues 45 % 11 % 27 % 17 % 100 % Long-lived assets $ 464,643 $ 47,158 $ 537,712 $ 182,754 $ 1,232,267

Year ended December 31, 2006 Revenues $ 855,390 $ 198,468 $ 365,186 $ 76,767 $ 1,495,811 Percent of total revenues 57 % 13 % 25 % 5 % 100 % Long-lived assets $ 349,749 $ 45,889 $ 145,069 $ 532 $ 541,239

Year ended December 31, 2005 Revenues $ 697,714 $ 163,217 $ 326,948 $ 57,790 $ 1,245,669 Percent of total revenues 56 % 13 % 26 % 5 % 100 % Long-lived assets $ 353,212 $ 52,678 $ 137,255 $ 304 $ 543,449

Note 5: Discontinued Operations

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Notes to Consolidated Financial Statements — (Continued)

We did not have any discontinued operations in 2007. Operating results from discontinued operations in 2006 and 2005 include the following:

The following table presents the basis of the income per share computation:

For the years ended December 31, 2007, 2006, and 2005, we did not include 0.5 million, 0.5 million, and 2.4 million outstanding stock options, respectively, in our development of the denominators used in the diluted income per share computations because they were antidilutive. For the year ended December 31, 2007, we also did not include 0.1 million restricted stock awards with performance conditions in our development of the denominator used in the diluted income per share computation because the performance conditions had not yet been satisfied.

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2006 2005 (In thousands)

Results of Operations: Revenues $ 27,644 $ 108,561 Loss before taxes $ (1,900 ) $ (3,691 ) Income tax benefit 570 2,518

Net loss $ (1,330 ) $ (1,173 )

Disposal: Gain (loss) before taxes $ (6,140 ) $ 23,692 Income tax benefit (expense) 1,842 (8,529 )

Net gain (loss) $ (4,298 ) $ 15,163

Note 6: Income (Loss) Per Share

For The Year Ended December 31, 2007 2006 2005 (In thousands)

Numerator for basic income per share: Income from continuing operations $ 137,123 $ 71,563 $ 33,568 Loss from discontinued operations — (1,330 ) (1,173 ) Gain (loss) on disposal of discontinued operations — (4,298 ) 15,163

Net income $ 137,123 $ 65,935 $ 47,558

Numerator for diluted income per share: Income from continuing operations $ 137,123 $ 71,563 $ 33,568 Tax-effected interest expense on convertible subordinated debentures 875 2,710 2,710

Adjusted income from continuing operations 137,998 74,273 36,278 Loss from discontinued operations — (1,330 ) (1,173 ) Gain (loss) on disposal of discontinued operations — (4,298 ) 15,163

Adjusted net income $ 137,998 $ 68,645 $ 50,268

Denominator: Denominator for basic income per share — weighted average shares 44,877 43,319 45,655 Effect of dilutive common stock equivalents 5,738 6,957 6,467

Denominator for diluted income per share — adjusted weighted average shares 50,615 50,276 52,122

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

The major classes of inventories were as follows:

In 2006, we changed the parameters we apply to calculate our allowance for excess and obsolete inventories to conform to our goal to better manage our working capital and reduce our reliance on finished goods inventory as well as to include a more consistent definition of what constitutes excess and obsolete inventory. We recognized a pretax charge of approximately $11.1 million in cost of sales during 2006 to reflect a change in accounting estimate related to measurement of our allowances for excess and obsolete inventories. The effect of this change on income from continuing operations was approximately $7.3 million or $0.14 per diluted share.

The carrying values of property, plant and equipment were as follows:

Disposals

During 2007, we completed the sale of our telecommunications cable operation in the Czech Republic for $25.7 million and recorded a gain of $7.8 million within the Europe segment. Of the $25.7 million in proceeds, $19.9 million was received in 2007. The remaining $5.8 million is due in the first quarter of 2008. We also sold certain Belden Americas segment real estate and equipment in Illinois for $4.2 million cash and recognized a gain of $0.7 million.

During 2007, we sold certain Belden Americas segment real estate and equipment in South Carolina, Vermont and Canada for $20.4 million cash. We recognized an aggregate $0.1 million loss on the disposals of these assets in the Belden Americas segment operating results. We also sold certain Europe segment real estate in the Netherlands for $4.0 million and recognized a gain of $0.1 million.

In December 2007, we sold and leased back certain Europe segment real estate in the Netherlands. The sales price was $10.0 million, and we deferred a gain of $1.6 million, which will be recognized over the life of the lease.

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Note 7: Inventories

December 31, 2007 2006 (In thousands)

Raw materials $ 78,847 $ 54,542 Work-in-process 57,562 38,357 Finished goods 136,305 120,520 Perishable tooling and supplies 4,355 4,016

Gross inventories 277,069 217,435 Obsolescence and other reserves (19,529 ) (15,187 )

Net inventories $ 257,540 $ 202,248

Note 8: Property, Plant and Equipment

December 31, 2007 2006 (In thousands)

Land and land improvements $ 45,443 $ 24,981 Buildings and leasehold improvements 143,244 133,001 Machinery and equipment 451,733 362,068 Computer equipment and software 42,276 36,797 Construction in process 30,430 19,572

Gross property, plant and equipment 713,126 576,419 Accumulated depreciation (343,323 ) (304,134 )

Net property, plant and equipment $ 369,803 $ 272,285

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Notes to Consolidated Financial Statements — (Continued)

The lease term is five years with an option to renew up to an additional five years. Of the $10.0 million in proceeds, $9.3 million was received in 2007. The remaining $0.7 million is due in the first quarter of 2008.

During 2006, we sold property, plant and equipment in Sweden for $2.4 million cash and recognized a gain of $1.4 million.

During 2005, we sold real estate in Canada and Germany for $6.1 million cash and recognized an aggregate $0.5 million gain. Also during 2005, we sold real estate in the United States acquired in the 2004 Cable Design Technologies merger for $1.4 million cash. The proceeds received from the sale exceeded the carrying value of this facility by less than $0.1 million. Upon the finalization of purchase accounting, we increased the portion of merger consideration we had previously allocated to net assets acquired and reduced the portion of merger consideration we had previously allocated to goodwill by this excess amount.

Impairment

In 2007, we determined that certain asset groups in the Belden Americas and Europe operating segments were impaired. The asset groups in the Belden Americas operating segment were impaired because of the cessation of manufacturing at a facility in Canada. The asset group in the Europe operating segment was impaired because of product portfolio management and product sourcing actions. We estimated the fair values of the asset groups based upon anticipated net proceeds from their sales and recognized impairment losses of $1.9 million and $1.4 million in the Belden Americas and Europe operating segments, respectively.

In 2006, we determined that certain asset groups in the Belden Americas and Europe operating segments were impaired. The asset groups in the Belden Americas operating segment were impaired because of our pending closures of three manufacturing facilities in the United States and the cessation of manufacturing at a facility in Canada. The asset group in the Europe operating segment was impaired because of product portfolio management actions we initiated. We estimated the fair values of the asset groups based upon anticipated net proceeds from their sales and recognized impairment losses of $8.6 million and $2.5 million in the Belden Americas and Europe operating segments, respectively.

During 2005, we determined that an asset group in the Europe operating segment was impaired because of product portfolio management actions we initiated. We estimated the fair value of the asset group based upon anticipated net proceeds from its sale and recognized an impairment loss of $1.1 million.

Depreciation Expense

We recognized depreciation expense of $41.1 million, $33.1 million and $32.9 million in 2007, 2006, and 2005, respectively. We also recognized depreciation cost of $2.7 million and $4.3 million related to our various discontinued operations in loss from discontinued operations during 2006 and 2005, respectively.

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Table of Contents

Notes to Consolidated Financial Statements — (Continued)

The carrying values of intangible assets were as follows:

Segment Allocation of Goodwill

Our goodwill is allocated among our operating segments as follows:

Goodwill allocated to the Europe segment increased during 2007 primarily due to the acquisitions of Hirschmann and Lumberg Automation, which in total added $248.4 million to goodwill. In addition, goodwill allocated to the Europe segment increased $25.0 million during 2007 due to the impact of translation on goodwill denominated in currencies other than the United States dollar.

Goodwill allocated to the Asia Pacific segment increased during 2007 primarily due to the acquisition of LTK, which added $100.8 million to goodwill. In addition, goodwill allocated to the Asia Pacific segment increased $0.1 million during 2007 due to the impact of translation on goodwill denominated in currencies other than the United States dollar.

We believe that goodwill recognized in F&A benefits the entire Company because it represents acquirer-specific synergies unique to a previous acquisition. Goodwill recorded in F&A decreased during 2007 primarily due to an adjustment of a deferred tax asset valuation allowance that was originally recorded in purchase accounting.

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Note 9: Intangible Assets

December 31, 2007 December 31, 2006 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In thousands)

Goodwill $ 648,882 $ — $ 648,882 $ 275,134 $ — $ 275,134

Intangible assets subject to amortization: Customer relations $ 82,748 (9,341 ) $ 73,407 $ 55,389 (5,640 ) $ 49,749 Patents 32,764 (5,385 ) 27,379 6,247 (800 ) 5,447 Favorable contracts 1,094 (1,081 ) 13 1,094 (768 ) 326 Backlog 4,085 (4,085 ) — 1,379 (1,379 ) —

Total intangible assets subject to amortization 120,691 (19,892 ) 100,799 64,109 (8,587 ) 55,522

Trademarks 53,987 — 53,987 15,442 — 15,442

Intangible assets $ 174,678 $ (19,892 ) $ 154,786 $ 79,551 $ (8,587 ) $ 70,964

December 31, 2007 2006 Change (In thousands)

Belden Americas Segment $ 60,252 $ 60,252 $ — Specialty Products Segment 36,950 36,950 — Europe Segment 307,089 33,671 273,418 Asia Pacific Segment 100,907 — 100,907 Finance & Administration 143,684 144,261 (577 )

$ 648,882 $ 275,134 $ 373,748

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

Impairment

At December 31, 2007 and 2006, the carrying amounts of goodwill, trademarks, and intangible assets subject to amortization were considered recoverable.

During 2005, we determined that the carrying amount of goodwill reported by the Europe segment and the goodwill amount allocated from F&A to the Europe segment for the purpose of annual impairment testing were impaired because of our decision to exit the United Kingdom communications cable market. We determined the estimated fair value of the Europe reporting unit by calculating the present value of its estimated future cash flows. We determined the implied fair value of goodwill associated with the Europe reporting unit by subtracting the estimated fair value of tangible assets and intangible assets subject to amortization associated with the Europe reporting unit from the estimated fair value of the unit. We recognized impairment losses totaling $4.5 million in the Europe segment and $2.4 million in F&A in 2005.

Amortization Expense

We recognized amortization expense of $10.6 million, $2.9 million and $4.8 million in 2007, 2006, and 2005, respectively. Of the $10.6 million incurred in 2007, $7.6 million was incurred by the three businesses that we acquired in 2007. We expect to recognize annual amortization expense of $9.7 million in 2008, 2009 and 2010, $8.0 million in 2011, and $5.5 million in 2012.

The carrying values of accounts payable and accrued liabilities were as follows:

North America Restructuring

In 2006, we announced our decision to restructure certain North American operations in an effort to lower our manufacturing cost, starting with the planned construction of a new manufacturing facility in Mexico, the planned closures of plants in Quebec, Illinois, Kentucky and South Carolina. We recognized severance costs of $2.5 million in cost of sales and $0.2 million in SG&A expense within the Belden Americas Segment in 2007. We recognized severance costs of $8.7 million in cost of sales within the Belden Americas segment in 2006. We do not expect to recognize additional severance costs related to these restructuring actions.

Europe Restructuring

In 2005 and 2006, we announced various decisions to restructure certain European operations in an effort to reduce manufacturing floor space and overhead, starting with the closures of a manufacturing facility in Sweden and sales offices in the United Kingdom and Germany, as well as product portfolio actions in the Czech Republic and the Netherlands. We recognized severance costs within the Europe segment totaling $8.2 million ($6.7 million in cost of sales and $1.5 million in SG&A expenses) in 2006 and $7.7 million ($7.6 million in cost of sales and $0.1 million in SG&A expenses) during 2005 related to these restructuring actions. We do not expect to recognize additional severance costs related to these restructuring actions.

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Note 10: Accounts Payable and Accrued Liabilities

December 31, 2007 2006 (In thousands)

Accounts payable $ 192,274 $ 88,557 Wages, severance and related taxes 50,675 44,469 Accrued Rebates 29,254 24,958 Employee benefits 18,604 14,344 Interest 9,576 3,878 Other (individual items less than 5% of total current liabilities) 49,664 23,802

Accounts payable and accrued liabilities $ 350,047 $ 200,008

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

Reduction in Force

We have identified certain positions throughout the organization for elimination in an effort to reduce production, selling and administration costs. In 2007, we recognized severance costs totaling $0.8 million ($0.1 million in cost of sales and $0.7 million in SG&A expenses) related to North America position eliminations. Severance costs of $0.6 million and $0.2 million were recognized by the Belden Americas segment and the Specialty Products segment, respectively. In 2006, we recognized severance costs totaling $3.5 million ($1.2 million in cost of sales and $2.3 million in SG&A expenses) related to worldwide position eliminations. Severance costs of $1.9 million, $1.0 million, $0.5 million, and $0.1 million were recognized by the Belden Americas segment, the Europe segment, the Specialty Products segment, and the Asia Pacific segment, respectively. We do not expect to recognize additional severance costs related to these restructuring actions.

Voluntary Separation Program

In December 2007, we announced a voluntary separation program for salaried associates in the United States who are at least 50 years of age and have 10 years of service with the Company. We recognized $0.7 million of severance costs ($0.3 million in cost of sales and $0.4 million in SG&A expenses) in 2007. Severance costs of $0.4 million, $0.2 million and $0.1 million were recognized by the Belden Americas segment, the Specialty Products segment and F&A, respectively. We expect to recognize severance costs of approximately $4-$8 million related to this program in 2008.

The following table sets forth restructuring activity that occurred during 2005 — 2007:

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Voluntary North America Europe Reduction Separation Restructuring Restructuring in Force Program (In thousands, except number of employees)

Balance at December 31, 2004 $ — $ — $ — $ — New charges:

Ongoing benefits arrangement — 7,698 — — Cash payments — — — — Foreign currency translation — — — — Other adjustments — — — —

Balance at December 31, 2005 — 7,698 — — New charges:

One-time termination arrangement 8,731 — 3,501 — Ongoing benefits arrangement — 7,307 — — Special termination benefits — 908 — — Cash payments (1,095 ) (11,949 ) (124 ) — Foreign currency translation (71 ) 577 (4 ) — Other adjustments — (59 ) — —

Balance at December 31, 2006 7,565 4,482 3,373 — New charges:

One-time termination arrangement 2,736 — 768 — Special termination benefits — — — 707 Cash payments (9,276 ) (3,932 ) (2,719 ) — Foreign currency translation 490 133 66 — Other adjustments (223 ) 76 (521 ) —

Balance at December 31, 2007 $ 1,292 $ 759 $ 967 $ 707

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

We continue to review our business strategies and evaluate further restructuring actions. This could result in additional severance and other related benefits charges in future periods.

Environmental Remediation Liabilities

Our accrued liability for environmental remediation and related costs was approximately $3.3 million and $6.2 million at December 31, 2007 and 2006, respectively. We expect to fund these environmental remediation liabilities over the next 4 years. It is reasonably possible that a change in the estimated remediation costs will occur before remediation is completed.

Executive Succession Costs

In 2005, two former senior executives entered into separation of employment agreements with us. We recognized SG&A expense of $7.0 million in 2005 related to these separations of employment and associated executive succession planning services.

The carrying values of long-term debt and other borrowing arrangements were as follows:

Senior Subordinated Notes

On March 16, 2007, we completed a private offering of $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes are guaranteed on a senior subordinated basis by certain of our domestic subsidiaries. The notes rank senior to our convertible subordinated debentures, rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Interest is payable semiannually on March 15 and September 15. In the third quarter of 2007, we filed under the Securities Act of 1933 an exchange offer that was completed on October 12, 2007. All of the outstanding senior subordinated notes were exchanged for new notes with substantially identical terms.

Convertible Subordinated Debentures

On April 20, 2007, we completed the exchange of $110.0 million aggregate principal of new 4.0% convertible subordinated debentures due 2023 for $110.0 million aggregate principal outstanding of the previous 4.0% convertible subordinated debentures due 2023. The new convertible debentures contain a net share settlement feature requiring us upon conversion to pay the principal amount in cash and to pay any conversion consideration in excess of the principal amount in shares of our common stock. The previous debentures were convertible only into

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Note 11: Long-Term Debt and Other Borrowing Arrangements

December 31, 2007 2006 (In thousands)

Senior subordinated notes, face amount of $350,000 due 2017, contractual interest rate 7.00%, effective interest rate 7.00% $ 350,000 $ —

Convertible subordinated notes, face amount of $110,000 due 2023, contractual interest rate 4.00%, effective interest rate 4.00% 110,000 110,000

Medium-term notes, face amount of $45,000 due from 2007 through 2009, contractual interest rate 6.92%, effective interest rate 6.92% — 45,000

Medium-term notes, face amount of $17,000 due 2009, contractual interest rate 7.95%, effective interest rate 8.06% — 17,000

Total debt and other borrowing arrangements 460,000 172,000 Less current maturities (110,000 ) (62,000 )

Long-term debt and other borrowing arrangements $ 350,000 $ 110,000

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

shares of our common stock. We may call some or all of the debentures on or after July 21, 2008. Holders may surrender their debentures for conversion into cash and shares of common stock upon satisfaction of any of the following conditions: (1) the closing sale price of our 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 us by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to us by Standard & Poor’s is downgraded to B or below; (3) we have called the debentures for redemption; or, (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of December 31, 2007, condition (1) had been satisfied. Because the holders of these debentures may at their election currently tender them for conversion, we have classified the obligations as a current liability. As of December 31, 2007, the debentures are convertible into cash of $110.0 million and approximately 3.8 million shares of common stock based on a conversion price of $17.679. To date, no holders of the debentures have surrendered their debentures for conversion into cash and shares of our common stock.

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.

Medium-Term Notes

On February 16, 2007, we redeemed our medium-term notes in the aggregate principal amount of $62.0 million. In connection therewith, we paid a make-whole premium of approximately $2.0 million which was recognized as other expense in the Consolidated Statements of Operations. The redemption was made with cash on hand.

Senior Secured Credit Facility

On February 16, 2007, we amended our existing senior secured credit agreement, increasing the commitment under our senior secured credit facility from $165.0 million to $225.0 million. On December 21, 2007, we further amended the agreement by increasing the commitment from $225.0 million to $350.0 million. We also revised certain restrictive covenants governing affiliate indebtedness and asset sales. The facility matures in 2011, has a variable interest rate based on LIBOR and is secured by our overall cash flow and certain of our assets in the United States. The amended agreement contains certain financial covenants, including maintenance of maximum leverage and minimum fixed charge coverage ratios, with which we are required to comply. At December 31, 2007, there were no outstanding borrowings under the facility, we had $343.9 million in available borrowing capacity, and we were in compliance with the covenants required by the amended agreement.

Maturities

Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2007 are as follows (in thousands):

58

2008 $ 110,000 2009 — 2010 — 2011 — 2012 — Thereafter 350,000

$ 460,000

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

Deferred income taxes have been established for differences in the basis of assets and liabilities for financial statement and tax reporting purposes as adjusted for the Tax Sharing Agreement with Cooper Industries Ltd. This Tax Agreement requires us to pay Cooper most of the tax benefits resulting from basis adjustments arising from an initial public offering on October 6, 1993. The effect of the Tax Agreement is to put us in the same financial position we would have been in had there been no increase in the tax basis of our assets (except for a retained 10% benefit). The retained 10% benefit reduced income tax expense for 2007, 2006, and 2005 by $1.5 million, $1.2 million, and $1.2 million, respectively. Included in taxes paid for 2007, 2006, and 2005 were $38.9 million, $10.4 million, and $0.0 million, respectively, paid to Cooper in accordance with the Tax Agreement.

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Note 12: Income Taxes

Years Ended December 31, 2007 2006 2005 (In thousands)

Income from continuing operations before taxes: United States operations $ 95,314 $ 100,058 $ 53,627 Foreign operations 106,249 12,218 3,913

$ 201,563 $ 112,276 $ 57,540

Income tax expense: Currently payable:

United States federal $ 10,960 $ 13,513 $ — United States state and local 3,165 409 155 Foreign 25,370 7,895 9,690

39,495 21,817 9,845 Deferred:

United States federal 21,685 15,946 13,759 United States state and local 1,227 2,869 1,739 Foreign 2,033 81 (1,371 )

24,945 18,896 14,127

Total income tax expense $ 64,440 $ 40,713 $ 23,972

Years Ended December 31, 2007 2006 2005

Effective income tax rate reconciliation: United States federal statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes 2.1 % 2.9 % 3.3 % Increase (decrease) in deferred tax asset valuation allowance (2.9 )% 3.3 % 8.7 % Increase (decrease) in tax contingencies 0.6 % (4.3 )% (6.5 )% Foreign income tax rate differences (2.7 )% (0.2 )% 1.9 % Other (0.1 )% (0.4 )% (0.7 )%

32.0 % 36.3 % 41.7 %

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2007, we had $163.0 million of net operating loss carryforwards as adjusted by the Tax Agreement with Cooper. Unless otherwise utilized, net operating loss carryforwards will expire as follows: $11.1 million in 2008, $8.8 million in 2009, $1.0 million between 2010 and 2012, and $35.2 million between 2013 and 2027. Net operating loss carryforwards with an indefinite carryforward period total $106.9 million. The net operating loss carryforwards expiring in 2008 through 2010 will not have a significant impact on the effective tax rate because of deferred tax asset valuation allowances recorded for those loss carryforwards.

Undistributed income of our foreign subsidiaries totaled $106.2 million in 2007. Of this amount, $60.6 million is considered to be indefinitely reinvested and, accordingly, we have not recorded a provision for United States federal and state income taxes on this foreign income. Upon distribution of foreign subsidiary income, we may be subject to United States income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. It is not practicable to estimate the amount of tax that might be payable on the eventual remittance of these earnings.

As a result of our adoption of FIN No. 48 on January 1, 2007, we recognized a $2.7 million decrease to reserves for uncertain tax positions. We accounted for this decrease as an adjustment to our beginning balance of retained earnings on the Consolidated Balance Sheet. A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows (In thousands):

Included in the balance at December 31, 2007 were $4.9 million of tax positions that, if recognized, would impact the effective tax rate. As of December 31, 2007, we do not believe that there are any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. Our practice is to recognize interest accrued related to uncertain tax positions in interest

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December 31, 2007 2006 (In thousands)

Components of deferred income tax balances: Deferred income tax liabilities:

Plant, equipment and intangibles $ (105,385 ) $ (105,362 )

Deferred income tax assets: Postretirement and pension accruals 14,462 20,996 Reserves and accruals 37,130 31,982 Net operating loss carryforwards 27,996 46,902 Valuation allowances (23,765 ) (31,253 )

55,823 68,627

Net deferred income tax liability $ (49,562 ) $ (36,735 )

2007 2006 December 31, Current Noncurrent Total Current Noncurrent Total

(In thousands)

Deferred income tax assets $ 28,578 $ 27,245 $ 55,823 $ 34,664 $ 33,963 $ 68,627 Deferred income tax liabilities — (105,385 ) (105,385 ) — (105,362 ) (105,362 )

$ 28,578 $ (78,140 ) $ (49,562 ) $ 34,664 $ (71,399 ) $ (36,735 )

Balance at January 1, 2007 $ 4,659 Additions based on tax positions related to the current year 1,398 Additions for tax positions of prior years 419 Reductions for tax positions of prior years (748 )

Balance at December 31, 2007 $ 5,728

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

expense and penalties in operating expenses. During 2007, 2006, and 2005 we recognized approximately $0.1 million, $0.3 million and ($0.3) million, respectively, in interest expense (income) and penalties. We have approximately $0.5 million and $1.1 million for the payment of interest and penalties accrued at December 31, 2007, and 2006, respectively.

Our federal income tax returns for the tax years 2004 and later remain subject to examination by the Internal Revenue Service. Our state income tax returns for the tax years 2002 and later remain subject to examination by various state taxing authorities. Our foreign income tax returns for the tax years 2000 and later remain subject to examination by various foreign taxing authorities. Our Canadian tax returns for the years 2002 — 2005 are currently under examination.

On December 31, 2006, we adopted SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R) . This Statement required us to recognize 1) the funded status of each of our benefit plans — measured as the difference between plan assets at fair value and the benefit obligation — in our statement of financial position, 2) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost, 3) measure defined benefit plan assets and obligations as of the date of our fiscal year-end statement of financial position, and 4) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.

Substantially all employees in Canada, the Netherlands, the United Kingdom, the United States and certain employees in Germany are covered by defined benefit or defined contribution pension plans. We terminated our separate defined benefit plan in the Netherlands at the end of 2005. Employees in the Netherlands now participate in an industry pension plan. Annual contributions to retirement plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the funded pension plans we sponsor are maintained in various trusts and are invested primarily in equity and fixed income securities.

Benefits provided to employees under defined contribution plans include cash contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation and in certain plans during 2005 a partial matching of employees’ salary deferrals with our common stock. Defined contribution expense for 2007, 2006, and 2005 was $8.8 million, $8.9 million, and $6.0 million, respectively. The increase in contributions during 2006 resulted primarily from contributions to the industry pension plan for employees in the Netherlands.

We sponsor unfunded postretirement medical and life insurance benefit plans for certain of our employees in Canada and the United States. The medical benefit portion of the United States plan is only for employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits.

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Note 13: Pension and Other Postretirement Benefits

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets as well as a statement of the funded status and balance sheet reporting for these plans.

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Pension Benefits Other Benefits Years Ended December 31, 2007 2006 2007 2006

(In thousands)

Change in benefit obligation: Benefit obligation, beginning of year $ (184,618 ) $ (177,166 ) $ (45,485 ) $ (47,583 ) Service cost (6,348 ) (6,163 ) (418 ) (646 ) Interest cost (11,804 ) (9,146 ) (2,409 ) (2,326 ) Participant contributions (111 ) (319 ) (30 ) (31 ) Plan amendments — (545 ) 879 — Actuarial gain (loss) 17,988 (2,310 ) 743 2,607 Acquisitions (54,334 ) — — — Liability curtailments 2,602 3,129 2,589 — Special termination benefits (1,104 ) — (170 ) — Foreign currency exchange rate changes (9,846 ) (5,194 ) (4,723 ) (230 ) Benefits paid 17,620 13,096 3,014 2,724

Benefit obligation, end of year $ (229,955 ) $ (184,618 ) $ (46,010 ) $ (45,485 )

Pension Benefits Other Benefits Years Ended December 31, 2007 2006 2007 2006

(In thousands)

Change in Plan Assets: Fair value of plan assets, beginning of year $ 171,379 $ 134,716 $ — $ — Actual return on plan assets 8,828 16,639 — — Employer contributions 12,227 28,198 3,014 2,693 Plan participant contributions 111 319 — 31 Foreign currency exchange rate changes 4,135 4,603 — — Benefits paid (17,620 ) (13,096 ) (3,014 ) (2,724 )

Fair value of plan assets, end of year $ 179,060 $ 171,379 $ — $ —

Pension Benefits Other Benefits Years Ended December 31, 2007 2006 2007 2006

(In thousands)

Funded Status: Funded status $ (50,895 ) $ (13,239 ) $ (46,010 ) $ (45,485 ) Unrecognized net actuarial loss 18,543 35,580 8,535 11,151 Unrecognized prior service cost 454 468 (1,257 ) (408 )

Accrued benefit cost $ (31,898 ) $ 22,809 $ (38,732 ) $ (34,742 )

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Notes to Consolidated Financial Statements — (Continued)

In 2007, the change in benefit obligation for pension plans stems primarily from the liabilities assumed in the acquisition of Hirschmann, the use of lower discount rates in 2007 than in 2006, and the impact of the curtailment with respect to the Canadian pension plans. In 2006, the change in benefit obligation attributable to actuarial gain or losses for pension benefits related primarily to a change in the mortality assumption for the United Kingdom plan and for other postretirement benefits related primarily to favorable claims experience for the Canadian plan.

The accumulated benefit obligation for all defined benefit pension plans was $225.6 million and $178.2 million at December 31, 2007 and 2006, respectively.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with an accumulated benefit obligation in excess of plan assets were $70.5 million, $69.0 million, and $9.6 million, respectively, as of December 31, 2007 and $131.9 million, $126.3 million, and $112.8 million, respectively, as of December 31, 2006. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with an accumulated benefit obligation less than plan assets were $159.5 million, $156.6 million, and $169.4 million, respectively, as of December 31, 2007.

The following table provides the components of net periodic benefit costs for the plans.

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Pension Benefits Other Benefits December 31, 2007 2006 2007 2006

(In thousands)

Amounts recongized in the balance sheets: Prepaid benefit cost $ 10,802 $ 5,761 $ — $ — Accrued benefit liability (current) (6,286 ) (1,118 ) (3,246 ) (2,599 ) Accrued benefit liability (noncurrent) (55,411 ) (18,026 ) (42,673 ) (42,888 ) Noncurrent deferred taxes 7,787 13,093 2,875 4,015 Accumulated other comprehensive income 11,210 23,099 4,312 6,730

Net amount recognized $ (31,898 ) $ 22,809 $ (38,732 ) $ (34,742 )

Pension Benefits Other Benefits Years Ended December 31, 2007 2006 2005 2007 2006 2005

(In thousands)

Components of net periodic benefit cost: Service cost $ 6,348 $ 6,163 $ 9,476 $ 418 $ 646 $ 530 Interest cost 11,804 9,146 13,151 2,409 2,326 2,344 Expected return on plan assets (12,266 ) (10,814 ) (14,838 ) — — — Amortization of prior service cost 14 (27 ) (39 ) (106 ) (106 ) (106 ) Curtailment gain (2,373 ) — — (938 ) — — Special termination benefits 1,104 — 5,869 — — — Settlement of liabilities — (45 ) 863 — — — Net loss recognition 2,254 2,502 3,432 610 687 619

Net periodic benefit cost $ 6,885 $ 6,925 $ 17,914 $ 2,393 $ 3,553 $ 3,387

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

The following table presents the assumptions used in determining the benefit obligations and the net periodic benefit cost amounts.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one percentage-point change in the assumed health care cost trend rates would have the following effects on 2007 expense and year-end liabilities.

The following table reflects the pension plans’ actual and target asset allocations.

Absent regulatory or statutory limitations, the target asset allocation for the investment of the assets for our ongoing pension plans is 25% in debt securities and 75% in equity securities and for our pension plans where the majority of the participants are in payment or terminated vested status is 75%-80% in debt securities and 20%-25% in equity securities. The plans only invest in debt and equity instruments for which there is a ready public market. We develop our expected long-term rate of return assumptions based on the historical rates of returns for equity and debt securities of the type in which our plans invest.

The following table reflects the benefits as of December 31, 2007 expected to be paid in each of the next five years and in the aggregate for the five years thereafter from our pension and other postretirement plans as well as

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Pension Benefits Other Benefits December 31, 2007 2006 2007 2006

Weighted average assumptions for benefit obligations at year end: Discount rate 5.9 % 5.4 % 5.9 % 5.3 % Salary increase 3.8 % 4.0 % N/A N/A

Weighted average assumptions for net periodic cost for the year: Discount rate 5.4 % 5.2 % 5.3 % 5.2 % Salary increase 4.0 % 4.0 % N/A N/A Expected return on assets 7.3 % 7.4 % N/A N/A

Assumed health care cost trend rates: Health care cost trend rate assumed for next year N/A N/A 10.0 % 9.0 % Rate that the cost trend rate gradually declines to N/A N/A 5.0 % 5.0 % Year that the rate reaches the rate it is assumed to

remain at N/A N/A 2015 2011 Measurement date 12/31/2007 12/31/2006 12/31/2007 12/31/2006

1% Increase 1% Decrease (In thousands)

Effect on total of service and interest cost components $ 314 $ (255 ) Effect on postretirement benefit obligation $ 4,250 $ (3,611 )

Target Actual Actual December 31, 2008 2007 2006

Asset Category: Equity securities 56 % 60 % 75 % Debt securities 44 % 40 % 25 % Real estate 0 % 0 % 0 % Other 0 % 0 % 0 %

Total 100 % 100 % 100 %

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Notes to Consolidated Financial Statements — (Continued)

Medicure subsidy receipts. Because our other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from our own assets. Because our pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans.

We anticipate contributing $13.3 million and $3.3 million to our pension and other postretirement plans, respectively, during 2008.

The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefits cost at December 31, 2007, the changes in these amounts during the year ended December 31, 2007, and the expected amortization of these amounts as components of net periodic benefit cost for the year ended December 31, 2008 are as follows.

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Medicare Pension Other Subsidy Plans Plans Receipts (In thousands)

2008 $ 26,843 $ 3,343 $ 296 2009 16,568 3,430 293 2010 16,480 3,496 289 2011 16,408 3,536 278 2012 17,186 3,518 265 2013-2017 87,199 16,729 1,060

Total $ 180,684 $ 34,052 $ 2,481

Pension Other Benefits Benefits (In thousands)

Components of accumulated other comprehensive income: Net actuarial loss $ 18,543 $ 8,444 Net prior service cost (credit) 454 (1,257 )

$ 18,997 $ 7,187

Pension Other Benefits Benefits (In thousands)

Changes in accumulated other comprehensive income: Net actuarial loss, beginning of year $ 35,580 $ 11,151 Amortization cost (2,254 ) (610 ) Liability gain (17,988 ) (834 ) Asset loss 3,437 — Recognition of curtailment gain (358 ) (1,482 ) Recognition of settlement loss 129 — Currency impact (3 ) 219

Net actuarial loss, end of year $ 18,543 $ 8,444

Prior service cost, beginning of year $ 468 $ (408 ) Amortization cost (14 ) (773 ) Currency impact — (76 )

Prior service cost, end of year $ 454 $ (1,257 )

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Notes to Consolidated Financial Statements — (Continued)

On January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment , using the modified prospective method. Results for prior periods have not been restated.

Compensation cost charged against income and the income tax benefit recognized for our share-based compensation arrangements is included below:

The following table illustrates the effect on net income and net income per share if we had accounted for stock options using the fair value method in 2005. For the purpose of this pro forma disclosure, the value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options’ vesting periods.

We currently have outstanding stock appreciation rights (SARs), stock options, restricted stock shares, restricted stock units with service vesting conditions, and restricted stock units with performance vesting conditions. We grant SARs and stock options with an exercise price equal to the market price of our common stock on the grant date. SARs may be converted into shares of our common stock in equal amounts on each of the first 3 anniversaries of the grant date and expire 10 years from the grant date. Stock options become exercisable in equal amounts on each of the first 3 anniversaries of the grant date and expire 10 years from the grant date. Certain awards provide for accelerated vesting if there is a change in control of the Company. Both restricted stock shares and units with service conditions “cliff vest” in either 3 or 5 years from the grant date. Restricted stock units with performance conditions begin to vest upon satisfaction of certain financial performance conditions on the first anniversary of their grant date and then vest ratably on the second and third anniversaries of their grant date. If the financial performance conditions are not satisfied, the restricted stock units will be forfeited. The performance vesting conditions have been satisfied for all outstanding restricted stock units with performance vesting conditions.

We recognize compensation cost for all awards based on their fair values. The fair values for SARs and stock options are estimated on the grant date using the Black-Scholes-Merton option-pricing formula which incorporates

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Pension Other Benefits Benefits (In thousands)

Expected 2008 amortization: Amortization of prior service cost $ 14 $ (218 ) Amortization of net losses 1,225 685

$ 1,239 $ 467

Note 14: Share-Based Compensation

Years Ended December 31, 2007 2006 2005 (In thousands)

Total share-based compensation cost(1) $ 10,562 $ 5,765 $ 3,539 Income tax benefit 3,919 2,214 1,359

(1) All compensation cost is charged to SG&A expenses.

Year Ended December 31, 2005 As Reported Pro Forma (In thousands, except per share amounts)

Share-based employee compensation cost, net of tax $ 2,180 $ 2,649 Net income 47,558 47,089 Basic net income per share 1.04 1.03 Diluted net income per share 0.96 0.96

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Notes to Consolidated Financial Statements — (Continued)

the assumptions noted in the following table. Expected volatility is based on historical volatility, and expected term is based on historical exercise patterns of option holders. The fair value of restricted stock shares and units is the market price of our common stock on the date of grant. Compensation costs for awards with service conditions are amortized to expense using the straight-line method. Compensation costs for awards with performance conditions are amortized to expense using the graded attribution method.

At December 31, 2007, the total unrecognized compensation cost related to all nonvested awards was $20.1 million. That cost is expected to be recognized over a weighted-average period of 2.1 years.

Historically, we have issued treasury shares, if available, to satisfy award conversions and exercises.

Under our Stockholder Rights Plan, each share of our common stock generally has “attached” to it one preferred share purchase right. Each right, when exercisable, entitles the holder to purchase 1/1000th of a share of our Junior Participating Preferred Stock Series A at a purchase price of $150.00 (subject to adjustment). Each 1/1000th of a share of Series A Junior Participating Preferred Stock will be substantially equivalent to one share of our common stock and will be entitled to one vote, voting together with the shares of common stock.

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Years Ended December 31, 2007 2006 2005

(In thousands, except weighted

average fair value and assumptions)

Weighted-average fair value of SARs and options granted $ 21.75 $ 11.37 $ 6.20 Total intrinsic value of SARs converted and options exercised 23,112 20,516 2,045 Cash received for options exercised 32,335 38,808 6,897 Excess tax benefits realized from SARs converted and options exercised 8,533 7,369 — Weighted-average fair value of restricted stock shares and units granted 44.67 28.96 19.93 Total fair value of restricted stock shares and units vested 434 997 3,342 Expected volatility 37.85 % 36.92 % 37.76 % Expected term (in years) 6.2 6.5 6.8 Risk-free rate 4.71 % 4.54 % 4.36 % Dividend yield 0.41 % 0.76 % 4.10 %

SARs and Stock Options Weighted- Restricted Shares and Units Weighted- Average Weighted- Average Remaining Aggregate Average Exercise Contractual Intrinsic Grant -Date Number Price Term Value Number Fair Value (In thousands, except exercise prices, fair values, and contractual terms)

Outstanding at January 1, 2007 2,748 $ 25.57 368 $ 24.79 Granted 447 49.66 172 44.67 Exercised or converted (1,137 ) 28.91 (21 ) 20.69 Forfeited or expired (27 ) 25.58 (4 ) 27.06

Outstanding at December 31, 2007 2,031 $ 29.04 7.1 $ 34,115 515 $ 33.61

Vested or expected to vest at December 31, 2007 1,941 $ 28.41 7.0 $ 33,591

Exercisable or convertible at December 31, 2007 968 23.56 4.6 20,504

Note 15: Stockholder Rights Plan

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Notes to Consolidated Financial Statements — (Continued)

The rights will become exercisable only if, without the prior approval of the Board of Directors, a person or group of persons acquires or announces the intention to acquire 20% or more of our common stock. If we are acquired through a merger or other business combination transaction, each right will entitle the holder to purchase $300.00 worth of the surviving company’s common stock for $150.00 (subject to adjustment). In addition, if a person or group of persons acquires 20% or more of our common stock, each right not owned by the 20% or greater shareholder would permit the holder to purchase $300.00 worth of our common stock for $150.00 (subject to adjustment). The rights are redeemable, at our option, at $.01 per right at any time prior to an announcement of a beneficial owner of 20% or more of our common stock then outstanding. The rights expire on December 9, 2016.

Operating lease expense incurred primarily for office space, machinery and equipment was $19.6 million, $13.8 million, and $12.5 million in 2007, 2006, and 2005, respectively.

Minimum annual lease payments for noncancelable operating leases in effect at December 31, 2007 are as follows (in thousands):

Certain of our operating leases include step rent provisions and rent escalations. We include these step rent provisions and rent escalations in our minimum lease payments obligations and recognize them as a component of rental expense on a straight-line basis over the minimum lease term.

Concentrations of Credit

We sell our products to many customers in several markets across multiple geographic areas. The ten largest customers, primarily the larger distributors and communications companies, constitute in aggregate approximately 34%, 46%, and 42% of revenues in 2007, 2006, and 2005, respectively.

Unconditional Copper Purchase Obligations

At December 31, 2007, we were committed to purchase approximately 2.5 million pounds of copper at an aggregate cost of $7.6 million. At December 31, 2007, the fixed cost of this purchase was $0.1 million over the market cost that would be incurred on a spot purchase of the same amount of copper. The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange. These commitments will mature in 2008.

Labor

Approximately 31% of our labor force is covered by collective bargaining agreements at various locations around the world. Approximately 30% of our labor force is covered by collective bargaining agreements that we expect to renegotiate during 2008.

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Note 16: Operating Leases

2008 $ 14,169 2009 9,862 2010 7,644 2011 5,079 2012 2,597 Thereafter 6,774

$ 46,125

Note 17: Market Concentrations and Risks

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Notes to Consolidated Financial Statements — (Continued)

International Operations

The carrying amounts of net assets belonging to our international operations were as follows:

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, and debt instruments. The carrying amounts of cash and cash equivalents, trade receivables, and trade payables at December 31, 2007 are considered representative of their respective fair values. The carrying amount of our debt instruments at December 31, 2007 was $460.0 million. The fair value of our debt instruments at December 31, 2007 was approximately $450.0 million based on sales prices of the debt instruments from recent trading activity. Included in this amount was an estimated $110.0 million fair value of convertible subordinated debentures with a face value of $110.0 million and an estimated $340.4 million fair value of senior subordinated notes with a face value of $350.0 million. Our convertible subordinated debentures traded at an average market price of 306.45% per $100 in face value on December 31, 2007. We believe the premium associated with these notes is attributable to factors such as changes in the price of our common stock rather than changes in interest rate.

General

Various claims are asserted against us in the ordinary course of business including those pertaining to income tax examinations and product liability, customer, employment, vendor and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, operating results, or cash flow.

Letters of Credit, Guarantees and Bonds

At December 31, 2007, we were party to unused standby letters of credit and unused bank guarantees totaling $6.1 million and $12.5 million, respectively. We also maintain bonds totaling $2.6 million in connection with workers compensation self-insurance programs in several states, taxation in Canada, retirement benefits in Germany, and the importation of product into the United States and Canada.

We had a contractual sales incentive agreement with a customer that required the customer to purchase quantities of product from us generating at a minimum $3.0 million in gross profit per annum or pay us compensation according to contractual terms through December 31, 2005. During 2005, the customer did not make the minimum required purchases, and we were entitled to receive compensation according to the terms of the agreement. As a result, we recognized $3.0 million in operating income in 2005. The contract expired upon receipt of the 2005 payment.

On August 16, 2007, the Board of Directors authorized the Company to repurchase up to $100.0 million of common stock in the open market or in privately negotiated transactions. From that date through December 31, 2007, we repurchased 676,800 shares of our common stock at an aggregate cost of $31.7 million, an average price per share of $46.79.

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December 31, 2007 2006 (In thousands)

Canada and Latin America $ 153,304 $ 111,950 Europe, Africa and Middle East 356,103 211,588 Asia Pacific 226,760 (21,249 )

Note 18: Contingent Liabilities

Note 19: Minimum Requirements Contract Income

Note 20: Share Repurchases

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Notes to Consolidated Financial Statements — (Continued)

Included in the first quarter and second quarter of 2007 are asset impairment charges of $1.4 million and $1.9 million, respectively. Included in the second quarter, third quarter, and fourth quarter of 2006 are asset impairment charges of $2.4 million, $2.5 million, and $6.2 million, respectively.

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Note 21: Quarterly Operating Results (unaudited)

2007 1 st (1) 2 nd (2) 3 rd 4 th Year (In thousands, except per share amounts)

Number of days in quarter 84 91 91 99 365 Revenues $ 336,703 $ 549,943 $ 561,611 $ 584,584 $ 2,032,841 Gross profit 90,689 151,200 157,697 161,784 561,370 Operating income 37,248 51,729 72,497 59,262 220,736 Income from continuing operations 22,014 30,104 49,416 35,589 137,123 Net income 22,014 30,104 49,416 35,589 137,123 Basic net income per share $ 0.50 $ 0.67 $ 1.10 $ 0.79 $ 3.06 Diluted income per share $ 0.44 $ 0.60 $ 0.99 $ 0.71 $ 2.73

2006 1 st 2 nd (3) 3 rd (4) 4 th (5) Year (In thousands, except per share amounts)

Number of days in quarter 85 91 91 98 365 Revenues $ 321,905 $ 409,568 $ 385,581 $ 378,757 $ 1,495,811 Gross profit 73,415 92,177 89,373 78,348 333,313 Operating income 26,956 36,803 35,617 19,102 118,478 Income from continuing operations 14,940 21,524 24,386 10,713 71,563 Loss from discontinued operations (1,330 ) — — — (1,330 ) Loss on disposal of discontinued operations (4,298 ) — — — (4,298 ) Net income 9,312 21,524 24,386 10,713 65,935 Basic income (loss) per share:

Continuing operations $ 0.35 $ 0.50 $ 0.56 $ 0.24 $ 1.65 Discontinued operations (0.03 ) — — — (0.03 ) Disposal of discontinued operations (0.10 ) — — — (0.10 ) Net income 0.22 0.50 0.56 0.24 1.52

Diluted income (loss) per share: Continuing operations $ 0.32 $ 0.44 $ 0.50 $ 0.22 $ 1.48 Discontinued operations (0.03 ) — — — (0.03 ) Disposal of discontinued operations (0.09 ) — — — (0.08 ) Net income 0.20 0.44 0.50 0.22 1.37

(1) Includes asset impairment totaling $1.4 million

(2) Includes asset impairment totaling $1.9 million

(3) Includes asset impairment totaling $2.4 million

(4) Includes asset impairment totaling $2.5 million

(5) Includes asset impairment totaling $6.2 million

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

In January 2008, we completed the sale of our assembly operation in the Czech Republic for $8.2 million. We do not expect to realize a significant gain or loss on the sale.

From January 1, 2008 through February 22, 2008, we have repurchased an additional 639,714 shares of our common stock for $25.9 million, an average price of $40.49, resulting in $42.4 million remaining under our previously announced share repurchase program.

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Note 22: Subsequent Events (Unaudited)

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

In 2007, Belden Inc. (the Issuer) issued $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes rank senior to our convertible subordinated debentures, rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Interest is payable semiannually on March 15 and September 15. Belden Inc. and its current and future material domestic subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The following consolidating financial information presents information about the Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

Supplemental Condensed Consolidating Balance Sheets

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Note 23: Supplemental Guarantor Information

December 31, 2007 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

ASSETS Current assets:

Cash and cash equivalents $ — $ 13,947 $ 146,017 $ — $ 159,964 Receivables, less allowance for doubtful

accounts of $3,893 — 100,091 273,017 — 373,108 Inventories, net — 119,585 137,955 — 257,540 Deferred income taxes — (6,509 ) 35,087 — 28,578 Other current assets 1,986 4,910 10,496 — 17,392

Total current assets 1,986 232,024 602,572 — 836,582 Property, plant and equipment, less

accumulated depreciation — 133,882 235,921 — 369,803 Goodwill — 248,604 400,278 — 648,882 Intangible assets, less accumulated

amortization — 54,019 100,767 — 154,786 Investment in subsidiaries 923,888 647,642 — (1,571,530 ) — Other long-lived assets 7,709 5,547 45,540 — 58,796

$ 933,583 $ 1,321,718 $ 1,385,078 $ (1,571,530 ) $ 2,068,849

LIABILITIES AND STOCKHOLDERS ’ EQUITY

Current liabilities: Accounts payable and accrued liabilities $ 14,418 $ 123,226 $ 212,403 $ — $ 350,047 Current maturities of long-term debt 110,000 — — — 110,000

Total current liabilities 124,418 123,226 212,403 — 460,047 Long-term debt 350,000 — — — 350,000 Postretirement benefits — 15,486 82,598 — 98,084 Deferred income taxes — 41,932 36,208 — 78,140 Other long-term liabilities 5,250 2,597 2,068 — 9,915 Intercompany accounts (79,093 ) (246,038 ) 325,131 — — Total stockholders’ equity 533,008 1,384,515 726,670 (1,571,530 ) 1,072,663

$ 933,583 $ 1,321,718 $ 1,385,078 $ (1,571,530 ) $ 2,068,849

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Notes to Consolidated Financial Statements — (Continued)

73

December 31, 2006 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

ASSETS Current assets:

Cash and cash equivalents $ — $ 136,613 $ 117,538 $ — $ 254,151 Receivables, less allowance for doubtful

accounts of $2,637 187 86,049 131,672 — 217,908 Inventories, net — 115,399 86,849 — 202,248 Deferred income taxes — (2,780 ) 37,444 — 34,664 Other current assets 190 6,183 4,092 — 10,465

Total current assets 377 341,464 377,595 — 719,436 Property, plant and equipment, less accumulated

depreciation — 139,170 133,115 — 272,285 Goodwill — 241,463 33,671 — 275,134 Intangible assets, less accumulated amortization — 56,278 14,686 — 70,964 Investment in subsidiaries 663,150 293,018 — (956,168 ) — Other long-lived assets 733 7,397 10,019 — 18,149

$ 664,260 $ 1,078,790 $ 569,086 $ (956,168 ) $ 1,355,968

LIABILITIES AND STOCKHOLDERS ’ EQUITY

Current liabilities: Accounts payable and accrued liabilities $ 5,135 $ 106,534 $ 88,339 $ — $ 200,008 Current maturities of long-term debt — 62,000 — — 62,000

Total current liabilities 5,135 168,534 88,339 — 262,008 Long-term debt 110,000 — — — 110,000 Postretirement benefits — 20,016 40,898 — 60,914 Deferred income taxes — 50,277 21,122 — 71,399 Other long-term liabilities 13 5,983 1,750 — 7,746 Intercompany accounts 103,164 (228,417 ) 125,253 — — Total stockholders’ equity 445,948 1,062,397 291,724 (956,168 ) 843,901

$ 664,260 $ 1,078,790 $ 569,086 $ (956,168 ) $ 1,355,968

Table of Contents

Notes to Consolidated Financial Statements — (Continued)

Supplemental Condensed Consolidating Statements of Operations

74

Year Ended December 31, 2007 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

Revenues $ — $ 1,057,939 $ 1,226,602 $ (251,700 ) $ 2,032,841 Cost of sales — (787,152 ) (936,019 ) 251,700 (1,471,471 )

Gross profit — 270,787 290,583 — 561,370 Selling, general and administrative expenses (969 ) (154,797 ) (190,162 ) — (345,928 ) Gain on sale of assets — 716 7,840 — 8,556 Asset impairment — — (3,262 ) — (3,262 )

Operating income (loss) (969 ) 116,706 104,999 — 220,736 Interest expense (27,467 ) (110 ) 61 — (27,516 ) Interest income — 2,827 3,717 — 6,544 Other income (expense) — (2,016 ) 3,815 — 1,799 Intercompany income (expense) 15,171 (11,006 ) (4,165 ) — — Income (loss) from equity investment in

subsidiaries 145,745 81,006 — (226,751 ) —

Income (loss) from continuing operations before taxes 132,480 187,407 108,427 (226,751 ) 201,563

Income tax expense 4,643 (41,662 ) (27,421 ) — (64,440 )

Net income (loss) $ 137,123 $ 145,745 $ 81,006 $ (226,751 ) $ 137,123

Year Ended December 31, 2006 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

Revenues $ — $ 994,843 $ 714,504 $ (213,536 ) $ 1,495,811 Cost of sales — (757,141 ) (618,893 ) 213,536 (1,162,498 )

Gross profit — 237,702 95,611 — 333,313 Selling, general and administrative expenses (552 ) (135,211 ) (69,376 ) — (205,139 ) Gain on sale of assets — — 1,383 — 1,383 Asset impairment — (4,835 ) (6,244 ) — (11,079 )

Operating income (loss) (552 ) 97,656 21,374 — 118,478 Interest expense (5,466 ) (7,562 ) (68 ) — (13,096 ) Interest income — 4,486 2,595 — 7,081 Intercompany income (expense) 5,744 281 (6,025 ) — — Income (loss) from equity investment in subsidiaries 66,113 4,085 — (70,198 ) — Other expense — — (187 ) — (187 )

Income (loss) from continuing operations before taxes 65,839 98,946 17,689 (70,198 ) 112,276

Income tax expense 96 (32,833 ) (7,976 ) — (40,713 )

Income (loss) from continuing operations 65,935 66,113 9,713 (70,198 ) 71,563 Loss from discontinued operations, net of tax — — (1,330 ) — (1,330 ) Loss on disposal of discontinued operations, net of

tax — — (4,298 ) — (4,298 )

Net income (loss) $ 65,935 $ 66,113 $ 4,085 $ (70,198 ) $ 65,935

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Notes to Consolidated Financial Statements — (Continued)

75

Year Ended December 31, 2005 Guarantor Non-Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

Revenues $ — $ 830,488 $ 605,553 $ (190,372 ) $ 1,245,669 Cost of sales — (636,987 ) (521,681 ) 190,372 (968,296 )

Gross profit — 193,501 83,872 — 277,373 Selling, general and administrative expenses (791 ) (128,855 ) (74,179 ) — (203,825 ) Asset impairment — (2,400 ) (5,610 ) — (8,010 ) Minimum requirements contract income — 3,000 — — 3,000

Operating income (loss) (791 ) 65,246 4,083 — 68,538 Interest expense (4,949 ) (9,805 ) (282 ) — (15,036 ) Interest income — 3,748 989 — 4,737 Intercompany income (expense) 5,453 (4,800 ) (653 ) — — Income (loss) from equity investment in

subsidiaries 47,744 (6,786 ) — (40,958 ) — Other income (expense) — — (699 ) — (699 )

Income (loss) from continuing operations before taxes 47,457 47,603 3,438 (40,958 ) 57,540

Income tax expense 101 (15,754 ) (8,319 ) — (23,972 )

Income (loss) from continuing operations 47,558 31,849 (4,881 ) (40,958 ) 33,568 Gain (loss) from discontinued operations, net of tax — 732 (1,905 ) — (1,173 ) Gain on disposal of discontinued operations, net of

tax — 15,163 — — 15,163

Net income (loss) $ 47,558 $ 47,744 $ (6,786 ) $ (40,958 ) $ 47,558

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Notes to Consolidated Financial Statements — (Continued)

Supplemental Condensed Consolidating Cash Flow Statements

76

Year Ended December 31, 2007 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

Net cash provided by (used in) operating activities $ (224,116 ) $ 235,598 $ 194,074 $ — $ 205,556 Cash flows from investing activities:

Proceeds from disposal of tangible assets — 11,023 49,159 — 60,182 Capital expenditures — (33,668 ) (29,833 ) — (63,501 ) Cash used to invest in or acquire businesses — — (589,816 ) — (589,816 ) Cash provided by other investing activities — — 2,911 — 2,911

Net cash provided by (used for) investing activities — (22,645 ) (567,579 ) — (590,224 )

Cash flows from financing activities: Borrowings under credit arrangements 566,000 — — — 566,000 Payments under borrowing arrangements (216,000 ) (62,000 ) — — (278,000 ) Cash dividends paid (9,026 ) — — — (9,026 ) Debt issuance costs (11,070 ) — — — (11,070 ) Payments under share repurchase program (31,664 ) — — — (31,664 ) Proceeds from exercises of stock options 32,335 — — — 32,335 Excess tax benefits related to share-based payments 8,533 — — — 8,533 Intercompany capital contributions (114,992 ) (273,619 ) 388,611 — —

Net cash provided by (used for) financing activities 224,116 (335,619 ) 388,611 — 277,108

Effect of currency exchange rate changes on cash and cash equivalents — — 13,373 — 13,373

Increase (decrease) in cash and cash equivalents — (122,666 ) 28,479 — (94,187 ) Cash and cash equivalents, beginning of year — 136,613 117,538 — 254,151

Cash and cash equivalents, end of year $ — $ 13,947 $ 146,017 $ — $ 159,964

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Notes to Consolidated Financial Statements — (Continued)

77

Year Ended December 31, 2006 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

Net cash provided by (used in) operating activities $ (36,378 ) $ 126,108 $ 51,426 $ — $ 141,156 Cash flows from investing activities:

Proceeds from disposal of tangible assets — 89 33,970 — 34,059 Capital expenditures — (16,074 ) (5,589 ) — (21,663 ) Cash used to invest in or acquire businesses — (5,000 ) (6,715 ) — (11,715 ) Cash used in other investing activities — (2,146 ) — — (2,146 )

Net cash provided by (used for) investing activities — (23,131 ) 21,666 — (1,465 )

Cash flows from financing activities: Payments under borrowing arrangements — (59,000 ) (51 ) — (59,051 ) Cash dividends paid (8,736 ) — — — (8,736 ) Debt issuance costs (1,063 ) — — — (1,063 ) Proceeds from exercises of stock options 38,808 — — — 38,808 Excess tax benefits related to share-based payments 7,369 — — — 7,369

Net cash provided by (used for) financing activities 36,378 (59,000 ) (51 ) — (22,673 )

Effect of currency exchange rate changes on cash and cash equivalents — — 2,495 — 2,495

Increase in cash and cash equivalents — 43,977 75,536 — 119,513 Cash and cash equivalents, beginning of year — 92,636 42,002 — 134,638

Cash and cash equivalents, end of year $ — $ 136,613 $ 117,538 $ — $ 254,151

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Notes to Consolidated Financial Statements — (Continued)

78

Year Ended December 31, 2005 Non- Guarantor Guarantor Issuer Subsidiaries Subsidiaries Eliminations Total (In thousands)

Net cash provided by (used in) operating activities $ 111,648 $ (36,540 ) $ (25,959 ) $ — $ 49,149

Cash flows from investing activities: Proceeds from disposal of tangible assets — 36,256 15,285 — 51,541 Capital expenditures — (12,049 ) (11,740 ) — (23,789 )

Net cash provided by (used for) investing activities — 24,207 3,545 — 27,752

Cash flows from financing activities: Payments under borrowing arrangements — (15,000 ) (2,474 ) — (17,474 ) Cash dividends paid (9,116 ) — — — (9,116 ) Payments under share repurchase program (109,429 ) — — — (109,429 ) Proceeds from exercises of stock options 6,897 — — — 6,897

Net cash provided by (used for) financing activities (111,648 ) (15,000 ) (2,474 ) — (129,122 )

Effect of currency exchange rate changes on cash and cash equivalents — — (1,937 ) — (1,937 )

Decrease in cash and cash equivalents — (27,333 ) (26,825 ) — (54,158 ) Cash and cash equivalents, beginning of year — 119,969 68,827 — 188,796

Cash and cash equivalents, end of year $ — $ 92,636 $ 42,002 $ — $ 134,638

Table of Contents

None.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

The management of Belden is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Belden management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007. That evaluation excluded the business operations of Hirschmann, LTK and Lumberg Automation acquired in 2007. The acquired business operations excluded from our evaluation constituted $878 million of our total assets at December 31, 2007 and $495 million and $38 million of our revenues and operating income, respectively, for the year ended December 31, 2007. The operations of the acquired businesses will be included in our 2008 evaluation. In conducting its evaluation, Belden management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, Belden management believes our internal control over financial reporting was effective as of December 31, 2007.

Our internal control over financial reporting as of December 31, 2007 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report that follows.

79

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders Belden Inc.

We have audited Belden Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Belden Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hirschmann, LTK and Lumberg Automation, which are included in the 2007 consolidated financial statements of Belden Inc. and constituted $878 million of total assets as of December 31, 2007, and $495 million and $38 million of revenues and operating income, respectively, for the year then ended. Our audit of internal control over financial reporting of Belden Inc. also did not include an evaluation of the internal control over financial reporting of Hirschmann, LTK, and Lumberg Automation.

In our opinion, Belden Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the PCAOB, the consolidated balance sheets of Belden Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007, of Belden Inc., and our report dated February 28, 2008, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

St. Louis, Missouri February 28, 2008

80

Table of Contents

None.

PART III

Information regarding directors is incorporated herein by reference to “Matters to Be Voted On: Election of Directors,” as described in the Proxy Statement. Information regarding executive officers is set forth in Part I herein under the heading “Executive Officers.” The additional information required by this Item is incorporated herein by reference to “Board Structure and Compensation” (opening paragraph and table), “Board Structure and Compensation — The Audit Committee,” “Beneficial Ownership Table of Directors, Nominees and Executive Officers — Section 16(a) Beneficial Ownership Reporting Compliance”, “Board Structure and Compensation — Nominating and Corporate Governance Committee” and the answer to “May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?”, as described in the Proxy Statement.

Incorporated herein by reference to “Executive Compensation” and “Director Compensation” as described in the Proxy Statement.

Incorporated herein by reference to “Equity Compensation Plan Information on December 31, 2007” and “Stock Ownership of Certain Beneficial Owners and Management” as described in the Proxy Statement.

Incorporated herein by reference to “Board Structure and Compensation” (paragraph following the table) as described in the Proxy Statement.

Incorporated herein by reference to “Board Structure and Compensation — Fees to Independent Registered Public Accountants for 2007 and 2006” and “Board Structure and Compensation — Audit Committee’s Pre-Approval Policies and Procedures” as described in the Proxy Statement.

PART IV

(a) Documents filed as part of this Report:

1. Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2007 and December 31, 2006

Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2007

Consolidated Cash Flow Statements for Each of the Three Years in the Period Ended December 31, 2007

Consolidated Stockholders’ Equity Statements for Each of the Three Years in the Period Ended December 31, 2007

Notes to Consolidated Financial Statements

Item 9B.

Other Information

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

Item 15.

Exhibits and Financial Statement Schedules

81

Table of Contents

2. Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

All other financial statement schedules not included in this Annual Report on Form 10-K are omitted because they are not applicable.

3. Exhibits The following exhibits are filed herewith or incorporated herein by reference, as indicated. Documents indicated by an asterisk (*) identify each management contract or compensatory plan.

82

Charged to Beginning Costs and Divestures/ Charge Currency Ending Balance Expenses Acquisitions Offs Recoveries Movement Balance (In thousands)

Accounts Receivable — Allowance for Doubtful Accounts:

2007 $ 2,637 $ 1,715 $ 1,468 $ (2,077 ) $ (142 ) $ 292 $ 3,893 2006 3,839 477 — (1,835 ) (28 ) 184 2,637 2005 5,589 700 269 (2,056 ) (612 ) (51 ) 3,839 Inventories — Obsolescence and Other

Valuation Allowances: 2007 $ 15,187 $ 4,802 $ 9,973 $ (11,907 ) $ — $ 1,474 $ 19,529 2006 14,912 14,395 — (14,259 ) — 139 15,187 2005 21,385 7,006 — (12,838 ) — (641 ) 14,912 Deferred Income Tax Asset — Valuation

Allowance: 2007 $ 31,253 $ — $ — $ (555 ) $ (6,933 ) $ — $ 23,765 2006 27,786 3,764 — (264 ) (33 ) — 31,253 2005 22,565 5,510 — — (476 ) 187 27,786

The filings referenced for incorporation by Exhibit reference are Company (Belden Inc.) filings unless Number Description of Exhibit noted to be those of Belden 1993 Inc.

3 .1 Certificate of Incorporation, as amended Filed herewith. 3 .2 Bylaws, as amended Filed herewith. 4 .1 Rights Agreement December 11, 1996 Form 8-A, Exhibit 1.1 4 .2 Amendment to Rights Agreement November 15, 2004 Form 10-Q, Exhibit 4.1 4 .3 Amendment to Rights Agreement December 8, 2006 Form 8-A/A, Exhibit 4.2(a) 4 .4

Indenture relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023

April 24, 2007 Form 8-K, Exhibit 4.1

4 .5

Indenture relating to 7% Senior Subordinated Notes due 2017

March 19, 2007 Form 8-K, Exhibit 4.1

10 .1

Tax Sharing and Separation Agreement

November 15, 1993 Form 10-Q of Belden 1993 Inc., Exhibit 10.6

10 .2

Trademark License Agreement

November 15, 1993 Form 10-Q of Belden 1993 Inc., Exhibit 10.2

10 .3*

Belden Inc. Long-Term Incentive Plan, as amended

March 1, 2007 Form 10-K, Exhibit 10.3

10 .4*

Belden Inc. 2003 Long-Term Incentive Plan, as amended

March 1, 2007 Form 10-K, Exhibit 10.4

10 .5*

Cable Design Technologies Corporation (CDT) Long-Term Performance Incentive Plan

November 1, 1993 Form S-1, Exhibit 10.18

10 .6*

CDT Supplemental Long-Term Performance Incentive Plan

January 17, 1996 Proxy Statement, Exhibit A

Table of Contents

83

The filings referenced for incorporation by Exhibit reference are Company (Belden Inc.) filings unless Number Description of Exhibit noted to be those of Belden 1993 Inc.

10 .7* CDT 1999 Long-Term Performance Incentive Plan October 27, 1999 Form 10-K, Exhibit 10.16 10 .8*

Amendment No. 2 to CDT 1999 Long-Term Performance Incentive Plan

October 27, 2000 Form 10-K, Exhibit 10.15

10 .9* Form of June 11, 1999 Stock Option Grant October 27, 1999 Form 10-K, Exhibit 10.18 10 .10* Form of April 23, 1999 Stock Option Grant October 27, 1999 Form 10-K, Exhibit 10.19 10 .11*

Amendments to CDT Long Term Performance Incentive Plans

November 15, 2004 Form 10-Q, Exhibit 10.61

10 .12*

CDT 2001 Long-Term Performance Incentive Plan, as amended

April 11, 2007 Proxy Statement, Appendix I

10 .13* Form of Director Nonqualified Stock Option Grant March 15, 2001 Form 10-Q, Exhibit 99.2 10 .14*

Form of Restricted Stock Grant

December 16, 2002 Form 10-Q, Exhibit 10.22; November 15, 2004 Form 10-Q, Exhibit 10.20; May 19, 2005 Form 8-K, Exhibit 10.01

10 .15* Form of Stock Option Grant May 10, 2005 Form 10-Q, Exhibit 10.1 10 .16*

Form of Stock Appreciation Rights Award

May 5, 2006 Form 10-Q, Exhibit 10.1; filed herewith.

10 .17*

Form of Performance Stock Units Award

May 5, 2006 Form 10-Q, Exhibit 10.2; filed herewith.

10 .18*

Form of Restricted Stock Units Award

May 5, 2006 Form 10-Q, Exhibit 10.3; filed herewith.

10 .19* Form of Stock Appreciation Rights Award May 5, 2006 Form 10-Q, Exhibit 10.4 10 .20* Form of Performance Stock Units Award May 5, 2006 Form 10-Q, Exhibit 10.5 10 .21*

Belden CDT Inc. Long-Term Cash Performance Plan

March 31, 2005 Form 10-K, Exhibit 10.36

10 .22*

Belden Inc. Annual Cash Incentive Plan, as amended

Filed herewith.

10 .23*

2004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan

December 21, 2004 Form 8-K, Exhibit 10.1

10 .24*

Belden Wire & Cable Company (BWC) Supplemental Excess Defined Benefit Plan, with First, Second and Third Amendments

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibits 10.14 and 10.15; March 14, 2003 Form 10-K of Belden 1993 Inc., Exhibit 10.21; November 15, 2004 Form 10-Q, Exhibit 10.50

10 .25*

BWC Supplemental Excess Defined Contribution Plan, with First, Second and Third Amendments

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibits 10.16 and 10.17; March 14, 2003 Form 10-K of Belden 1993 Inc., Exhibit 10.24; November 15, 2004 Form 10-Q, Exhibit 10.51

10 .26*

Trust Agreement, with First Amendment

November 15, 2004 Form 10-Q, Exhibits 10.52 and 10.53

10 .27*

Trust Agreement, with First Amendment

November 15, 2004 Form 10-Q, Exhibits 10.54 and 10.55

10 .28*

Executive Employment Agreement with John Stroup

September 27, 2005 Form 8-K, Exhibit 10.01

10 .29*

Executive Employment Agreement with Gray Benoist

November 3, 2006 Form 10-Q, Exhibit 10.3

10 .30*

Executive Employment Agreement with Peter F. Sheehan

November 3, 2006 Form 10-Q, Exhibit 10.1

10 .31*

Executive Employment Agreement with Robert Canny

November 3, 2006 Form 10-Q, Exhibit 10.2

Table of Contents

Copies of the above Exhibits are available to shareholders at a charge of $.25 per page, minimum order of $10.00. Direct requests to:

Belden Inc., Attention: Secretary 7701 Forsyth Boulevard, Suite 800 St. Louis, Missouri 63105

84

The filings referenced for incorporation by Exhibit reference are Company (Belden Inc.) filings unless Number Description of Exhibit noted to be those of Belden 1993 Inc.

10 .32*

Executive Employment Agreement with each of John Norman, Richard Kirschner, Denis Suggs and Louis Pace

August 3, 2007 Form 10-Q, Exhibits 10.1-10.3; November 2, 2007 Form 10-Q, Exhibit 10.3

10 .33*

Form of Executive Employment Agreement with each of Cathy O. Staples, Kevin L. Bloomfield, D. Larrie Rose and Stephen H. Johnson

July 26, 2007 8-K, Exhibit 10.01

10 .34*

Form of Indemnification Agreement with each of the Directors and Gray Benoist, Kevin Bloomfield, Robert Canny, Stephen Johnson, Richard Kirschner, John Norman, Louis Pace, Larrie Rose, Peter Sheehan, Cathy Staples, John Stroup and Denis Suggs

March 1, 2007 10-K, Exhibit 10.39

10 .35*

Separation of Employment Agreement with Robert Canny

November 2, 2007 Form 10-Q, Exhibit 10.1

10 .36*

Separation of Employment Agreement-Retirement with D. Larrie Rose

Filed herewith.

10 .37*

Separation of Employment Agreement with Peter Sheehan

Filed herewith.

10 .38* Employment Agreement with Wolfgang Babel Filed herewith. 10 .39 Credit Agreement January 27, 2006 Form 8-K, Exhibit 10.1 10 .40 Credit Agreement Consent November 3, 2006 Form 10-Q, Exhibit 10.4 10 .41 First Amendment to Credit Agreement and Waiver February 22, 2007 Form 8-K, Exhibit 10.2 10 .42 Second Amendment to Credit Agreement December 26, 2007 8-K, Exhibit 10.1 10 .43 Wachovia Commitment Letter February 8, 2007 Form 8-K, Exhibit 10.1 12 .1

Computation of Ratio of Earnings to Fixed Charges

Filed herewith.

14 .1 Code of Ethics Filed herewith. 21 .1 List of Subsidiaries of Belden Inc. Filed herewith. 23 .1 Consent of Ernst & Young LLP Filed herewith. 24 .1

Powers of Attorney from Members of the Board of Directors

Filed herewith.

31 .1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

Filed herewith.

31 .2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

Filed herewith.

32 .1

Section 1350 Certification of the Chief Executive Officer

Filed herewith.

32 .2

Section 1350 Certification of the Chief Financial Officer

Filed herewith.

* Management contract or compensatory plan

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BELDEN INC.

John S. Stroup President, Chief Executive Officer and Director

Date: February 29, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

85

By: /s/ JOHN S. STROUP

/s/ JOHN S. STROUP

John S. Stroup

President, Chief Executive Officer and Director

February 29, 2008

/s/ GRAY G. BENOIST

Gray G. Benoist

Vice President, Finance and Chief Financial Officer

February 29, 2008

/s/ JOHN S. NORMAN

John S. Norman

Controller and Chief Accounting Officer

February 29, 2008

/s/ BRYAN C. CRESSEY*

Bryan C. Cressey

Chairman of the Board and Director

February 29, 2008

/s/ DAVID ALDRICH*

David Aldrich

Director

February 29, 2008

/s/ LORNE D. BAIN*

Lorne D. Bain

Director

February 29, 2008

/s/ LANCE BALK*

Lance Balk

Director

February 29, 2008

/s/ JUDY L. BROWN*

Judy L. Brown

Director

February 29, 2008

/s/ MICHAEL F.O. HARRIS*

Michael F.O. Harris

Director

February 29, 2008

/s/ GLENN KALNASY*

Glenn Kalnasy

Director

February 29, 2008

/s/ JOHN M. MONTER*

John M. Monter

Director

February 29, 2008

Table of Contents

86

/s/ BERNARD G. RETHORE*

Bernard G. Rethore

Director

February 29, 2008

/s/ JOHN S. STROUP

* By John S. Stroup, Attorney-in-fact

Table of Contents

INDEX TO EXHIBITS

3. Exhibits The following exhibits are filed herewith or incorporated herein by reference, as indicated. Documents indicated by an asterisk (*) identify each management contract or compensatory plan.

87

The filings referenced for incorporation by Exhibit reference are Company (Belden Inc.) filings unless Number Description of Exhibit noted to be those of Belden 1993 Inc.

3 .1 Certificate of Incorporation, as amended Filed herewith. 3 .2 Bylaws, as amended Filed herewith. 4 .1 Rights Agreement December 11, 1996 Form 8-A, Exhibit 1.1 4 .2 Amendment to Rights Agreement November 15, 2004 Form 10-Q, Exhibit 4.1 4 .3 Amendment to Rights Agreement December 8, 2006 Form 8-A/A, Exhibit 4.2(a) 4 .4

Indenture relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023

April 24, 2007 Form 8-K, Exhibit 4.1

4 .5

Indenture relating to 7% Senior Subordinated Notes due 2017

March 19, 2007 Form 8-K, Exhibit 4.1

10 .1

Tax Sharing and Separation Agreement

November 15, 1993 Form 10-Q of Belden 1993 Inc., Exhibit 10.6

10 .2

Trademark License Agreement

November 15, 1993 Form 10-Q of Belden 1993 Inc., Exhibit 10.2

10 .3*

Belden Inc. Long-Term Incentive Plan, as amended

March 1, 2007 Form 10-K, Exhibit 10.3

10 .4*

Belden Inc. 2003 Long-Term Incentive Plan, as amended

March 1, 2007 Form 10-K, Exhibit 10.4

10 .5*

Cable Design Technologies Corporation (CDT) Long-Term Performance Incentive Plan

November 1, 1993 Form S-1, Exhibit 10.18

10 .6*

CDT Supplemental Long-Term Performance Incentive Plan

January 17, 1996 Proxy Statement, Exhibit A

10 .7* CDT 1999 Long-Term Performance Incentive Plan October 27, 1999 Form 10-K, Exhibit 10.16 10 .8*

Amendment No. 2 to CDT 1999 Long-Term Performance Incentive Plan

October 27, 2000 Form 10-K, Exhibit 10.15

10 .9* Form of June 11, 1999 Stock Option Grant October 27, 1999 Form 10-K, Exhibit 10.18 10 .10* Form of April 23, 1999 Stock Option Grant October 27, 1999 Form 10-K, Exhibit 10.19 10 .11*

Amendments to CDT Long Term Performance Incentive Plans

November 15, 2004 Form 10-Q, Exhibit 10.61

10 .12*

CDT 2001 Long-Term Performance Incentive Plan, as amended

April 11, 2007 Proxy Statement, Appendix I

10 .13* Form of Director Nonqualified Stock Option Grant March 15, 2001 Form 10-Q, Exhibit 99.2 10 .14*

Form of Restricted Stock Grant

December 16, 2002 Form 10-Q, Exhibit 10.22; November 15, 2004 Form 10-Q, Exhibit 10.20; May 19, 2005 Form 8-K, Exhibit 10.01

10 .15* Form of Stock Option Grant May 10, 2005 Form 10-Q, Exhibit 10.1 10 .16*

Form of Stock Appreciation Rights Award

May 5, 2006 Form 10-Q, Exhibit 10.1; filed herewith.

10 .17*

Form of Performance Stock Units Award

May 5, 2006 Form 10-Q, Exhibit 10.2; filed herewith.

10 .18*

Form of Restricted Stock Units Award

May 5, 2006 Form 10-Q, Exhibit 10.3; filed herewith.

Table of Contents

88

The filings referenced for incorporation by Exhibit reference are Company (Belden Inc.) filings unless Number Description of Exhibit noted to be those of Belden 1993 Inc.

10 .19* Form of Stock Appreciation Rights Award May 5, 2006 Form 10-Q, Exhibit 10.4 10 .20* Form of Performance Stock Units Award May 5, 2006 Form 10-Q, Exhibit 10.5 10 .21*

Belden CDT Inc. Long-Term Cash Performance Plan

March 31, 2005 Form 10-K, Exhibit 10.36

10 .22*

Belden Inc. Annual Cash Incentive Plan, as amended

Filed herewith.

10 .23*

2004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan

December 21, 2004 Form 8-K, Exhibit 10.1

10 .24*

Belden Wire & Cable Company (BWC) Supplemental Excess Defined Benefit Plan, with First, Second and Third Amendments

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibits 10.14 and 10.15; March 14, 2003 Form 10-K of Belden 1993 Inc., Exhibit 10.21; November 15, 2004 Form 10-Q, Exhibit 10.50

10 .25*

BWC Supplemental Excess Defined Contribution Plan, with First, Second and Third Amendments

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibits 10.16 and 10.17; March 14, 2003 Form 10-K of Belden 1993 Inc., Exhibit 10.24; November 15, 2004 Form 10-Q, Exhibit 10.51

10 .26*

Trust Agreement, with First Amendment

November 15, 2004 Form 10-Q, Exhibits 10.52 and 10.53

10 .27*

Trust Agreement, with First Amendment

November 15, 2004 Form 10-Q, Exhibits 10.54 and 10.55

10 .28*

Executive Employment Agreement with John Stroup

September 27, 2005 Form 8-K, Exhibit 10.01

10 .29*

Executive Employment Agreement with Gray Benoist

November 3, 2006 Form 10-Q, Exhibit 10.3

10 .30*

Executive Employment Agreement with Peter F. Sheehan

November 3, 2006 Form 10-Q, Exhibit 10.1

10 .31*

Executive Employment Agreement with Robert Canny

November 3, 2006 Form 10-Q, Exhibit 10.2

10 .32*

Executive Employment Agreement with each of John Norman, Richard Kirschner, Denis Suggs and Louis Pace

August 3, 2007 Form 10-Q, Exhibits 10.1-10.3; November 2, 2007 Form 10-Q, Exhibit 10.3

10 .33*

Form of Executive Employment Agreement with each of Cathy O. Staples, Kevin L. Bloomfield, D. Larrie Rose and Stephen H. Johnson

July 26, 2007 8-K, Exhibit 10.01

10 .34*

Form of Indemnification Agreement with each of the Directors and Gray Benoist, Kevin Bloomfield, Robert Canny, Stephen Johnson, Richard Kirschner, John Norman, Louis Pace, Larrie Rose, Peter Sheehan, Cathy Staples, John Stroup and Denis Suggs

March 1, 2007 10-K, Exhibit 10.39

10 .35*

Separation of Employment Agreement with Robert Canny

November 2, 2007 Form 10-Q, Exhibit 10.1

10 .36*

Separation of Employment Agreement-Retirement with D. Larrie Rose

Filed herewith.

10 .37*

Separation of Employment Agreement with Peter Sheehan

Filed herewith.

10 .38* Employment Agreement with Wolfgang Babel Filed herewith. 10 .39 Credit Agreement January 27, 2006 Form 8-K, Exhibit 10.1 10 .40 Credit Agreement Consent November 3, 2006 Form 10-Q, Exhibit 10.4

Table of Contents

89

The filings referenced for incorporation by Exhibit reference are Company (Belden Inc.) filings unless Number Description of Exhibit noted to be those of Belden 1993 Inc.

10 .41 First Amendment to Credit Agreement and Waiver February 22, 2007 Form 8-K, Exhibit 10.2 10 .42 Second Amendment to Credit Agreement December 26, 2007 8-K, Exhibit 10.1 10 .43 Wachovia Commitment Letter February 8, 2007 Form 8-K, Exhibit 10.1 12 .1

Computation of Ratio of Earnings to Fixed Charges

Filed herewith.

14 .1 Code of Ethics Filed herewith. 21 .1 List of Subsidiaries of Belden Inc. Filed herewith. 23 .1 Consent of Ernst & Young LLP Filed herewith. 24 .1

Powers of Attorney from Members of the Board of Directors

Filed herewith.

31 .1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

Filed herewith.

31 .2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

Filed herewith.

32 .1

Section 1350 Certification of the Chief Executive Officer

Filed herewith.

32 .2

Section 1350 Certification of the Chief Financial Officer

Filed herewith.

EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF BELDEN INC.

ARTICLE ONE

The name of the corporation is Belden Inc. (hereinafter referred to as the “ Corporation ”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 229 South State Street, in the City of Dover, County of Kent 19901. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

Authorized Shares . After giving effect to the reclassification of the Old Common Stock (as defined below) into New Common Stock (as defined below) pursuant to the immediately following paragraph of this Article Four, the total number of shares of all classes of stock of which the Corporation shall have authority to issue is Two Hundred and Two Million (202,000,000), of which Two Hundred Million (200,000,000) shares shall be common stock, par value of One Cent ($0.01) per share (“ Common Stock ”), and Two Million (2,000,000) shares shall be Preferred Stock, par value of One Cent ($0.01) per share (“ Preferred Stock ”).

Effective as of 4:01 pm (Eastern Daylight Saving Time) on July 15, 2004 (the “ Effective Time ”), each two (2) shares of Common Stock of the Corporation issued and outstanding or reserved for issuance or held in treasury as of the Effective Time (the “ Old Common Stock ”) shall automatically, and without any action by the holder thereof, be reclassified into one (1) share of Common Stock (the “ New Common Stock ”), and each certificate which prior to the Effective Time represented two (2) shares of the Old Common Stock shall, from and after the Effective Time, be deemed to represent one (1) share of the New Common Stock. In connection with the preceding calculation, the Corporation shall not issue fractional shares but shall instead make a cash payment in lieu of any fractional shares, which payment shall be an amount equal to the product (rounded to the nearest whole cent) obtained by multiplying (A) the fraction of a share of New

Common Stock such holder would otherwise be entitled to receive upon the Effective Time as a result hereof, multiplied by (B) (i) two (2) times (ii) the average closing price of one share of Old Common Stock for the ten (10) most recent trading days that the Old Common Stock has traded ending on the trading day one day prior to the Effective Time, as reported on the New York Stock Exchange.

The respective preferences, limitations, designations and relative rights of the Common Stock and the Preferred Stock are as follows:

4.1 A statement of the designations, powers, rights, qualifications, limitations and restrictions in respect of the Common Stock is as follows:

4.1.1 Voting Rights.

(a) Except as otherwise provided in this Certificate of Incorporation or required by applicable law, the holders of the Common Stock shall be entitled to vote on each matter on which the stockholders of the Corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder.

4.1.2 Dividends. The Board of Directors of the Corporation may cause dividends to be paid to holders of shares of Common Stock out of funds legally available for the payment of dividends. Any such dividend or distribution shall be payable on all outstanding shares of Common Stock on an equal basis.

4.1.3 Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, all distributions on shares of Common Stock of the Corporation shall be payable to the holders of all outstanding shares of Common Stock on an equal basis.

4.2 A statement of the designations, powers, rights, qualifications, limitations and restrictions in respect of the Preferred Stock is as follows:

4.2.1 Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation is hereby authorized to determine and alter all rights, preferences and privileges and qualifications, limitations and restrictions thereof (including, without limitation, voting rights and the limitation and exclusion thereof) granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares constituting any such series and the designation thereof, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series then outstanding. In case the number of shares of any series is so decreased, the shares constituting such reduction shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. Election of the Directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE NINE

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE TEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

* * * * *

As filed December 11, 1996

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A

OF CABLE DESIGN TECHNOLOGIES CORPORATION

Pursuant to Section 151 of the Corporation Law of the State of Delaware

I, Kenneth Hale, Chief Financial Officer of Cable Design Technologies Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Corporation, the Board of Directors on December 10, 1996, adopted the following resolution creating a series of 100,000 shares of Preferred Stock designated as Junior Participating Preferred Stock, Series A:

RESOLVED, that pursuant to the authority vested in the Board by ARTICLE FOUR of the Restated Certificate of Incorporation and out of the Preferred Stock authorized therein, the Board hereby authorizes that a series of Preferred Stock of the Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount . The shares of such series shall be designated as “Junior Participating Preferred Stock, Series A” (the “Series A Preferred Stock”) and the number of shares constituting such series shall be 100,000.

Section 2. Dividends and Distributions .

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $25.00 or (b) the Adjustment Number (as defined below) times the

aggregate per share amount of all cash dividends, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. The “Adjustment Number” shall initially be 1000. In the event the Corporation shall at any time after January 1, 1997 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a greater number of shares or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights . The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Each share of Series A Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) on all matters submitted to a vote of the stockholders of the Corporation.

(B) Except as otherwise provided herein, in the Restated Certificate of Incorporation or by-laws, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) (i) If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (1) the number of Directors shall be increased by two, effective as of the time of election of such Directors as herein provided, and (2) the holders of Series A Preferred Stock and the holders of other Preferred Stock upon which these or like voting rights have been conferred and are exercisable (the “Voting Preferred Stock”) with dividends in arrears equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two Directors.

(ii) During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right.

(iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, an Executive Vice President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after

such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding.

Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the number of Directors shall be such number as may be provided for in the Restated Certificate of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Restated Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions .

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares . Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up . Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (i) $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (ii) an aggregate

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

amount per share, equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) times the aggregate amount to be distributed per share to holders of Common Stock, or (B) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Section 7. Consolidation, Merger, etc . In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock then outstanding shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 8. No Redemption . The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Amendment . The Restated Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 11 th day of December, 1996.

/s/ Kenneth Hale Name: Kenneth Hale Title: Chief Financial Officer

EXHIBIT 3.2

SECOND AMENDED AND RESTATED BYLAWS

OF

BELDEN INC.

A Delaware Corporation

As amended through February 28, 2008

ARTICLE I

OFFICES

Section 1. Registered Office . The registered office of the corporation shall be in the City of Dover, County of Kent, State of Delaware. The name of the corporation’s registered agent at such address shall be The Prentice-Hall Corporation System, Inc. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices . The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Annual Meetings . An annual meeting of the stockholders shall be held each year within one hundred fifty (150) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided , that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings . Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors, the president, the holders of shares entitled to cast not less than fifty percent of the votes at such meeting or by the holders of not less than fifty percent of the outstanding shares of any class or series of the corporation’s stock

Section 3. Place of Meetings . The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special

meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice . Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List . The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum . The holders of the issued and outstanding shares of capital stock representing a majority of the voting power of the corporation present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of the shares representing a majority of the voting power of the corporation present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7. Adjourned Meetings . When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of a record entitled to vote at the meeting.

Section 8. Vote Required . When a quorum is present, the affirmative vote of the shares representing a majority of the voting power of the corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law

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or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision in question.

Section 9. Voting Rights . Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder. Except as provided by law or by the corporation’s certificate of incorporation or any amendments thereto, the holders of preferred stock will not be entitled to vote.

Section 10. Proxies . Each stockholder entitled to vote at a meeting of stockholders or to express a consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action by Written Consent . Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer of agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers . The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office . The number of directors shall be eleven (11) unless another number has been established by resolution of the board, as it may do from

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time to time. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation . Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of the shares representing a majority of the voting power of the corporation then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect of the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings . The annual meeting of each newly elected board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notices . Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or any director on at least 24 hours notice to each director, either personally, by telephone, by mail or by telegraph.

Section 7. Quorum, Required Vote and Adjournment . A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Chairman of the Board of Directors . The board of directors shall elect a director to serve as chairman of the board of directors (the “ Chairman ”) for such term of office as the board of directors may determine, who shall preside at all meetings of the board of directors at which he or she is present.

Section 9. Committees . The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these

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bylaws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 10. Committee Rules . Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 9 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 11. Communications Equipment . Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 12. Waiver of Notice and Presumption of Assent . Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 13. Action by Written Consent . Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1. Number . The officers of the corporation shall be elected by the board of directors and may consist of a chief executive officer, a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office . The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently possible. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal . Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies . Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation . Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. Chief Executive Officer . The chief executive officer shall preside at all meetings of the stockholders at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its other officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws.

Section 7. President . The president shall have the responsibility for the conduct of the business and the affairs of the corporation as the board of directors shall determine or as these bylaws may, from time to time, prescribe and shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all the restrictions of the chief executive officer.

Section 8. Vice-Presidents . The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or

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disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these bylaws may, from time to time, prescribe.

Section 9. Secretary and Assistant Secretaries . The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these bylaws or by law; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. Treasurer and Assistant Treasurer . The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in the case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents . Officers, assistant officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

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Section 12. Absence or Disability of Officers . In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity . Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent to which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided , however , that, except as provided in Section 2 of this Article V, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Section 2 and Section 5 of this Article V, shall include the right to be paid by the corporation and the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers . Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action

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(other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive . The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance . The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses . Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expense incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents . Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights . The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or

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modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation . For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form . Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state there of to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Loss Certificates . The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the

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corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings . In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of the business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent . In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an office or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes . In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty

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days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the date on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders . Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 7. Subscriptions for Stock . Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends . Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders . All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts . The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans . The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or

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without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the board of directors. Such authority may be general or confined to specific instances. Notwithstanding anything to the contrary in this Section 4 of this Article VII, nothing in this Section 4 of this Article VII shall authorize or be deemed to authorize the taking of action prohibited by the federal securities laws.

Section 5. Fiscal Year . The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal . The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation . Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records . Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts thereof. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings . Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision.

Section 10. Inconsistent Provisions . In the event that any provision of these bylaws is or become inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EXHIBIT 10.16

BELDEN INC.

STOCK APPRECIATION RIGHT AWARD AGREEMENT

THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “Agreement”) is effective [insert grant date] (the “Grant Date” ) by and between Belden Inc., a Delaware corporation (the “Company” ) and ( “Grantee” ).

WHEREAS, the Grantee is an executive or management employee of the Company and has been selected by the Compensation Committee (the “Committee” ) of the Board of Directors of the Company (the “Board” ) to receive a grant of stock appreciation rights corresponding to shares (the “Shares” ) of the Company’s common stock, $0.01 par value per share (the “Common Stock” ), subject to certain restrictions, and to enter into a Stock Appreciation Right Award Agreement in the form hereof;

NOW THEREFORE, the Company and the Grantee hereby agree as follows:

1. GRANT OF SARs. The Company hereby grants to the Grantee, on the Grant Date, stock appreciation rights corresponding to Shares (such Stock Appreciation Rights with respect to such number of Shares being the “SARs” ). The SARs have an exercise price of $ per Share (the “Exercise Price” ), which is the fair market value of a Share on the Grant Date (such fair market value representing the closing price of a Share on the Grant Date). The SARs shall vest and become exercisable ( “Vest” ) in accordance with Section 2 below. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares to be issued to Grantee under Section 4 hereof and will have the status of a general unsecured creditor of the Company. The SARs are granted under the Company’s 2001 Long-Term Performance Incentive Plan (the “Plan” ) and shall be subject to the terms and conditions of the Plan. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.

2. VESTING OF SARs. One-third (1/3) of the SARs shall Vest on the first anniversary of the Grant Date, one-third (1/3) shall Vest on the second anniversary of the Grant Date, and the remainder shall Vest on the third anniversary of the Grant Date. Such vesting rights with respect to the SARs are further subject to the following conditions:

(a) Employment . During the Grantee’s lifetime, the SARs are exercisable only by the Grantee, and, except as otherwise provided in clause (c) below, only if the Grantee has remained continuously employed by the Company from the Grant Date.

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(b) Term of SARs . The SARs shall expire ten years following the Grant Date (the period between the Grant Date and such expiration date being the “SAR Term” ), or earlier if clause (c) of this Section 2 applies.

(c) Exceptions . Subject to the exceptions noted in subparts (i)-(iv) below, the SARs shall be forfeited, cancelled and terminated immediately if the Grantee is no longer employed by the Company.

(i) Retirement . If after one year from the Grant Date the Grantee retires from employment with the Company in accordance with any Company retirement plan then in effect, the Grantee may at any time within the three-year period following such retirement (but within the SAR Term) exercise all SARs, including those SARs that had not previously vested which shall Vest upon retirement. The Grantee’s right to exercise SARs upon retirement in such fashion is expressly conditioned on the Grantee’s furnishing to the Company a non-compete covenant (the form of which must be reasonably acceptable to the Company) that would prevent the Grantee from competing against the Company during such three-year period following retirement (or, if shorter, through the end of the SAR Term). The non-compete covenant will contain a provision that will require the Grantee to pay the Company damages if the Grantee breaches such non-compete covenant. The damages shall include any gain the Grantee may receive from the exercise of an SAR in violation of such non-compete covenant.

(ii) Disability . If the Grantee is no longer with the Company due to disability (in accordance with any Company disability policy then in effect), the Grantee may at any time within one year following the Grantee’s leaving the Company (but within the SAR Term) exercise all SARs, including those SARs that had not previously vested which shall Vest upon the date of disability.

(iii) Termination of Employment . If after one year from the Grant Date the Grantee or the Company terminates the Grantee’s employment (other than when the Company terminates the Grantee’s employment for Cause, as defined below), the Grantee may at any time within ninety days following the Grantee’s leaving the Company (but within the SAR Term) exercise the Grantee’s SARs to the extent the Grantee was entitled to exercise such SARs prior to leaving the Company, but not otherwise. “Cause” as used above shall mean the willful failure to discharge responsibilities.

(iv) Death . If the Grantee dies while employed by the Company (or if the Grantee were to die during the post-employment period covered by Section 2(c)(ii) (Disability) above), the person entitled by will or the applicable laws of descent and distribution may, within one year from the Grantee’s death (but within the SAR Term), exercise the

3. NON-ASSIGNMENT OF RIGHTS. The Grantee may not assign or transfer any SARs except by will or by the laws of descent and distribution or by a qualified domestic relations order.

4. EXERCISE OF SARs.

(a) Exercise . Vested SARs may be exercised by following the procedures the Company has in place at the time of exercise. For Vested SARs to be exercised by a person other than the Grantee (as provided above), the Company must have appropriate documentation evidencing the rights of the Grantee’s beneficiary(s). The Grantee shall designate the number of Shares subject to the Vested SARs that are being exercised, and upon exercise shall be entitled to receive that number of Shares having an aggregate fair market value equal to the excess of the fair market value of one Share, at the time of such exercise, over the Exercise Price, multiplied by the number of Shares subject to the SARs which are so exercised. For purposes of this Section 4(a), fair market value shall be determined by calculating the average of the high and low publicly-traded price of a Share on the date of exercise.

(b) Issuance of Shares . The Company shall issue Shares to the Grantee upon exercise of SARs pursuant to Section 4(a) above by issuing to the Grantee a stock certificate (or register Shares of Common Stock in book-entry form) representing a number of requisite number of Shares. No fractional shares may be delivered, but in lieu thereof a cash or other adjustment shall be made as determined by the Committee in its discretion.

(c) Withholding Taxes . At the time Shares of Common Stock are issued to the Grantee, the Company shall satisfy the statutory Federal, state and local withholding tax obligation (including the FICA and Medicare tax obligation) required by law with respect to the distribution of Shares from one or more of the following methods, as the Grantee elects: (i) the Company shall withhold cash compensation then accrued and payable to Grantee of such required withholding amount, (ii) the Grantee may tender a check or other payment of cash to the Company of such required withholding amount, or (iii) by withholding from Shares issuable to the Grantee hereunder having an aggregate fair market value equal to the amount of such required withholding.

5. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:

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Grantee’s SARs, including those SARs that had not previously vested which shall Vest upon the date of death.

(d) Change in Control . Immediately preceding the occurrence of a Change in Control of the Company (as defined in Section 6(e) below), the unvested SARs shall immediately Vest in full.

(a) It and the Grantee, at Company’s expense, have taken any actions required to register the Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and

(c) Any other applicable provision of state or federal law has been satisfied.

6. MISCELLANEOUS PROVISIONS.

(a) Rights as a Stockholder . Neither the Grantee nor the Grantee’s representative shall have any rights as a stockholder with respect to any Shares subject to the SARs until the date that the Company is obligated to deliver Shares to the Grantee or the Grantee’s representative pursuant to Section 4 above, and then only with respect to the Shares so delivered.

(b) No Retention Rights . Nothing in this Agreement shall confer upon the Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Grantee, which rights are hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without cause.

(c) Employment by Subsidiary, etc. . For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company.

(d) Anti-Dilution . In the event that any change in the outstanding Shares of Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by the Company therefor, the number of Shares subject to the SARs hereunder shall be appropriately adjusted by the Committee whose determination shall be conclusive, final and binding; provided, however that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to the SARs and any adjustment made by the Committee shall be conclusive, final and binding.

(e) Change in Control . A “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of

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1934, as amended (the “Exchange Act” )) (a “Person” ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock” ) or (z) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities” ); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition; or

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board” ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination” ), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

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(f) Incorporation of Plan . The provisions of the Plan are incorporated by reference into these terms and conditions.

(g) Inconsistency . To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

(h) Notices . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.

(i) Entire Agreement; Amendments . This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.

(j) Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.

(k) Successors .

(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 2 above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantee’s legal representatives.

(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.

(l) Severability . If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or

6

unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.

(m) Headings . The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.

(n) Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

This Agreement is executed by the Company as of the date and year first written above.

The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the SARs granted hereunder, and further agrees to the terms and conditions hereinabove set forth.

Date: , 200_

7

BELDEN INC. By:

Title:

, Grantee

EXHIBIT 10.17

BELDEN INC.

PERFORMANCE SHARE AWARD AGREEMENT

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is effective [insert grant date] (the “Grant Date” ) by and between Belden Inc., a Delaware corporation (the “Company” ) and ( “Grantee” ).

WHEREAS, the Grantee is an executive or management employee of the Company and has been selected by the Compensation Committee (the “Committee” ) of the Board of Directors of the Company (the “Board” ) to receive a grant of performance share units ( “PSUs” ) representing, subject to certain restrictions, a certain number of shares (the “Shares” ) of the Company’s common stock, $0.01 par value per share (the “Common Stock” ), such number shall be based on the attainment of performance objectives as provided below, and to enter into a Performance Share Award Agreement in the form hereof;

NOW THEREFORE, the Company and the Grantee hereby agree as follows:

1. GRANT OF PSUs. The Company hereby grants to the Grantee on the Grant Date PSUs. Each PSU represents the right to receive between zero (0) and one and one-half (1.5) of a Restricted Stock Unit ( “RSU” ), depending on the attainment of Company performance objectives in accordance with Section 2 below. Each RSU in turn represents the right to receive one (1) Share, which RSUs shall vest and become nonforfeitable ( “Vest” ) in accordance with Section 3 below. The Company shall hold any awarded RSUs in book-entry form. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares of Common Stock to be issued to Grantee under Section 5(a) hereof and will have the status of a general unsecured creditor of the Company. The PSUs and RSUs are granted under the Company’s 2001 Long-Term Performance Incentive Plan (the “Plan” ) and shall be subject to the terms and conditions of the Plan. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.

2. PERFORMANCE OBJECTIVES.

(a) Award Period; Performance Objectives . The award period ( “Award Period” ) during which performance shall be measured is calendar year [insert year]. The Committee has established performance objectives for such Award Period based on the attainment of [insert year] financial performance goals. The financial performance goals are those the Committee has established for the Company’s [insert year] annual cash incentive plan. If Company performance during the Award Period is at 100% of targeted objectives, then the Grantee shall be entitled to receive one (1) RSU for each PSU. If Company performance during the Award Period is at 70% of targeted objectives, then the Grantee shall be entitled to receive one-half (.5) of an RSU for each PSU. If Company performance during the Award Period is at 120% of targeted objectives, then the Grantee shall be entitled to receive one and one-half (1.5) of an RSU

for each PSU. The number of RSUs shall be prorated for performance between the foregoing standards. If Company performance during the Award Period is at less than 70% of targeted objectives, then the Grantee shall not be entitled to receive any RSUs for the PSUs, and this Performance Share Award and the PSUs shall have no value and shall be deemed forfeited, cancelled and terminated. After the Award Period, the Committee shall determine the number (if any) of RSUs to be awarded for each PSU based on Company performance during the Award Period, which determination shall be final, conclusive and binding (the date on which the Committee makes such determination is the “Performance Determination Date” , and the RSUs that are so awarded are the “Awarded RSUs” ).

(b) Death or Disability During Award Period . If prior to the Performance Determination Date and while employed by the Company the Grantee dies or becomes disabled (and leaves the Company) in accordance with any Company disability policy then in effect, then the Grantee (or, as the case may be, the person entitled by will or the applicable laws of descent and distribution) shall, after the Award Period, be entitled to receive a prorated portion of the RSUs that would otherwise (but for such death or disability) be awarded to the Grantee after the Award Period pursuant to Section 2(a) above, such prorated portion being a fraction whose numerator shall be the number of days of the Grantee’s employment by the Company during the Award Period prior to such death or disability and the denominator of which shall be three hundred and sixty-five (365). Such Awarded RSUs shall immediately Vest in full.

(c) Other Employment Termination During Award Period . If the Grantee or the Company otherwise terminates the Grantee’s employment during the Award Period, any and all PSUs shall be forfeited, cancelled and terminated upon such termination.

3. VESTING OF AWARDED RSUs.

(a) Generally . Subject to the acceleration of the Vesting pursuant to Section 2(b) above or Section 3(b) or (d) below, or the forfeiture and termination of the Awarded RSUs pursuant to Section 3(c) below, one-half (1/2) of the Awarded RSUs shall Vest on the first anniversary of the Performance Determination Date, and the remaining one-half (1/2) shall Vest on the second anniversary of the Performance Determination Date. All Vested Awarded RSUs shall be paid to the Grantee as provided in Section 5 hereof.

(b) Death, Disability or Retirement. If, after the award of the Awarded RSUs and while employed by the Company, the Grantee dies or becomes disabled (and leaves the Company) in accordance with any Company disability policy then in effect or retires from employment with the Company under any Company retirement plan then in effect, then any and all unvested Awarded RSUs shall immediately Vest in full.

(c) Other Employment Termination . If the Grantee or the Company otherwise terminates the Grantee’s employment after the award of the Awarded RSUs,

2

any and all Awarded RSUs that are not Vested at such time shall be forfeited, cancelled and terminated upon such termination.

(d) Change of Control . Immediately preceding the occurrence of a Change in Control of the Company (as defined in Section 7(f) below), any and all unvested Awarded RSUs shall immediately Vest in full, subject to any deferral pursuant to an election under Section 5(b) hereof.

4. NO TRANSFER OR ASSIGNMENT OF PSUs OR AWARDED RSUs; RESTRICTIONS ON SALE. Except as otherwise provided in this Agreement, the PSUs, the Awarded RSUs and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares underlying the Awarded RSUs are delivered to the Grantee or his designated representative. The Grantee agrees not to sell any Shares at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as the Grantee is an employee of the Company.

5. DELIVERY OF SHARES.

(a) Issuance of Shares . As of the date(s) on which the Awarded RSUs Vest, the Company shall issue to the Grantee a stock certificate (or register Shares of Common Stock in book-entry form) representing a number of Shares of Common Stock equal to the number of Awarded RSUs then vested.

(b) Withholding Taxes . At the time Shares of Common Stock are issued to the Grantee, the Company shall satisfy the statutory Federal, state and local withholding tax obligation (including the FICA and Medicare tax obligation) required by law with respect to the distribution of Shares from one or more of the following methods, as the Grantee elects: (i) the Company shall withhold cash compensation then accrued and payable to Grantee of such required withholding amount, (ii) the Grantee may tender a check or other payment of cash to the Company of such required withholding amount, or (iii) by withholding from Shares issuable to the Grantee hereunder having an aggregate fair market value equal to the amount of such required withholding.

6. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:

(a) It and the Grantee, at Company’s expense, have taken any actions required to register the Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and

(c) Any other applicable provision of state or federal law has been satisfied.

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7. MISCELLANEOUS PROVISIONS.

(a) Rights as a Stockholder . Neither the Grantee nor the Grantee’s representative shall have any rights as a stockholder with respect to any Shares underlying the Awarded RSUs until the date that the Company is obligated to deliver such Shares to the Grantee or the Grantee’s representative.

(b) Dividends . Between the Performance Determination Date and the date of Vesting of the Awarded RSUs (the “Accrual Period” ), any dividends or distributions payable with respect to the number of Shares equal to the number of Awarded RSUs held by the Grantee shall be accumulated and deferred until the Vesting of the Awarded RSUs. After such Vesting of the Awarded RSUs, the Company shall promptly distribute to the Grantee all such dividends and distributions accrued during the Accrual Period.

(c) No Retention Rights . Nothing in this Agreement shall confer upon the Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Grantee, which rights are hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without cause.

(d) Employment by Subsidiary, etc. . For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company.

(e) Anti-Dilution . In the event that any change in the outstanding Shares of Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by the Company therefor, the number of Awarded RSUs hereunder, and the number of Shares distributable pursuant to Vested Awarded RSUs, shall be appropriately adjusted by the Committee whose determination shall be conclusive, final and binding; provided, however that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to Awarded RSUs and any adjustment made by the Committee shall be conclusive, final and binding.

(f) Change in Control . A “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” )) (a “Person” ) of beneficial ownership

4

(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock” ) or (z) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities” ); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition; or

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board” ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination” ), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(g) Incorporation of Plan . The provisions of the Plan are incorporated by reference into these terms and conditions.

5

(h) Inconsistency . To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

(i) Notices . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.

(j) Entire Agreement; Amendments . This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.

(k) Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.

(l) Successors .

(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 4 above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantee’s legal representatives.

(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.

(m) Severability . If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining

6

provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.

(n) Headings . The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.

(o) Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

This Agreement is executed by the Company as of the date and year first written above.

The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the PSUs granted hereunder, and further agrees to the terms and conditions hereinabove set forth.

Date: , 200

7

BELDEN INC. By:

Title:

, Grantee

EXHIBIT 10.18

BELDEN INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is effective [insert grant date] (the “Grant Date” ) by and between Belden Inc., a Delaware corporation (the “Company” ) and ( “Grantee” ).

WHEREAS, the Grantee is an executive or management employee of the Company and has been selected by the Compensation Committee (the “Committee” ) of the Board of Directors of the Company (the “Board” ) to receive a grant of restricted stock units ( “RSUs” ) representing shares (the “Shares” ) of the Company’s common stock, $0.01 par value per share (the “Common Stock” ), subject to certain restrictions, and to enter into a Restricted Stock Unit Agreement in the form hereof;

NOW THEREFORE, the Company and the Grantee hereby agree as follows:

1. GRANT OF RSUs . The Company hereby grants to the Grantee on the Grant Date RSUs. Each RSU represents the right to receive one (1) Share. Each RSU shall vest and become nonforfeitable ( “Vest” ) in accordance with Section 2 below. The Company shall hold the RSUs in book-entry form. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares of Common Stock to be issued to Grantee under Section 4(a) hereof and will have the status of a general unsecured creditor of the Company. The RSUs are granted under the Company’s 2001 Long-Term Performance Incentive Plan (the “Plan” ) and shall be subject to the terms and conditions of the Plan. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.

2. VESTING.

(a) Generally . Subject to the acceleration of the Vesting pursuant to Section 2(b) or (d) below, or the forfeiture and termination of the RSUs pursuant to Section 2(c) below, all of the RSUs shall Vest on [insert date that is three years after Grant Date]. All Vested RSUs shall be paid to the Grantee as provided in Section 4 hereof.

(b) Death, Disability or Retirement. If while employed by the Company the Grantee dies or becomes disabled (and leaves the Company) in accordance with any Company disability policy then in effect or (if after one year from the Grant Date) retires from employment with the Company under any Company retirement plan then in effect, then any and all unvested RSUs shall immediately Vest in full.

(c) Other Employment Termination . If the Grantee or the Company otherwise terminates the Grantee’s employment, any and all RSUs that are not Vested at such time shall be forfeited, cancelled and terminated upon such termination.

(d) Change of Control . Immediately preceding the occurrence of a Change in Control of the Company (as defined in Section 6(f) below), any and all unvested RSUs shall immediately Vest in full.

3. NO TRANSFER OR ASSIGNMENT OF RSUs; RESTRICTIONS ON SALE. Except as otherwise provided in this Agreement, the RSUs and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares underlying the RSUs are delivered to the Grantee or his designated representative. The Grantee agrees not to sell any Shares at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as the Grantee is an employee of the Company.

4. DELIVERY OF SHARES.

(a) Issuance of Shares . As of the date in which the RSUs Vest, the Company shall issue to the Grantee a stock certificate (or register Shares of Common Stock in book-entry form) representing a number of Shares of Common Stock equal to the number of RSUs then vested.

(b) Withholding Taxes . At the time Shares of Common Stock are issued to the Grantee, the Company shall satisfy the statutory Federal, state and local withholding tax obligation (including the FICA and Medicare tax obligation) required by law with respect to the distribution of Shares from one or more of the following methods, as the Grantee elects: (i) the Company shall withhold cash compensation then accrued and payable to the Grantee of such required withholding amount, (ii) the Grantee may tender a check or other payment of cash to the Company of such required withholding amount, or (iii) by withholding from Shares issuable to the Grantee hereunder having an aggregate fair market value equal to the amount of such required withholding.

5. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:

(a) It and the Grantee, at Company’s expense, have taken any actions required to register the Shares under the Securities Act of 1933, as amended or to perfect an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and

(c) Any other applicable provision of state or federal law has been satisfied.

6. MISCELLANEOUS PROVISIONS.

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(a) Rights as a Stockholder . Neither the Grantee nor the Grantee’s representative shall have any rights as a stockholder with respect to any Shares underlying the RSUs until the date that the Company is obligated to deliver such Shares to the Grantee or the Grantee’s representative.

(b) Dividends . Between the Grant Date and the date of Vesting of the RSUs (the “Accrual Period” ), any dividends or distributions payable with respect to the number of Shares equal to the number of RSUs held by the Grantee shall be accumulated and deferred until the Vesting of the RSUs. After such Vesting of the RSUs, the Company shall promptly distribute to the Grantee all such dividends and distributions accrued during the Accrual Period.

(c) No Retention Rights . Nothing in this Agreement shall confer upon the Grantee any right to continue in the employment or service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Grantee, which rights are hereby expressly reserved by each, to terminate his employment or service at any time and for any reason, with or without cause.

(d) Employment by Subsidiary, etc. . For purposes of this Agreement, employment by a parent or subsidiary of or a successor to the Company shall be considered employment by the Company.

(e) Anti-Dilution . In the event that any change in the outstanding Shares of Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by the Company therefor, the number of RSUs awarded hereunder, and the number of Shares distributable pursuant to Vested RSUs, shall be appropriately adjusted by the Committee whose determination shall be conclusive, final and binding; provided, however that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to RSUs and any adjustment made by the Committee shall be conclusive, final and binding.

(f) Change in Control . A “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” )) (a “Person” ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock” ) or (z) the combined

3

voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities” ); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition; or

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board” ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination” ), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(g) Incorporation of Plan . The provisions of the Plan are incorporated by reference into these terms and conditions.

4

(h) Inconsistency . To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

(i) Notices . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.

(j) Entire Agreement; Amendments . This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.

(k) Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.

(l) Successors .

(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 3 above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantee’s legal representatives.

(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.

(m) Severability . If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining

5

provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.

(n) Headings . The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.

(o) Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

This Agreement is executed by the Company as of the date and year first written above.

The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the RSUs granted hereunder, and further agrees to the terms and conditions hereinabove set forth.

6

BELDEN INC. By:

Title:

, Grantee Date: , 200___

EXHIBIT 10.22

Belden Inc. Annual Cash Incentive Plan

(Revised February 20, 2008)

Objective and Eligibility

The Belden Inc. Annual Cash Incentive Plan (the “Plan”) is designed to (1) attract, motivate and retain key talent, (2) reward participants for individual and company performance and (3) align management and shareholder interests.

Eligibility

Participation in the Plan is limited to active, full-time exempt employees of the Company and its subsidiaries, who fall within certain salary grades, provided that they are not a covered participant in another annual cash incentive plan and they have been approved for inclusion in the Plan by the Company’s CEO. New hires and associates who have been promoted, transferred or reclassified into a covered position during the Plan year will be eligible to participate on a prorated basis based on the number of months of Plan eligibility. An individual must be hired, promoted, transferred or reclassified on or before the 15 th day of the calendar month to receive credit for that month.

Participants who are transferred to disability status will be paid according to Belden CDT’s short- and/or long-term disability plan and are ineligible for incentive earnings during the period of disability. Participants who are on an approved leave of absence are not entitled to earn performance credit during the period of the leave.

Award Amounts

Award levels will be calculated as a percent (which may exceed 100%) of salary. For purposes of the incentive calculation, each employee’s base salary as of a certain date will be used. In the case of promotions and associated salary increases, the payment will be prorated. For the CEO and the other most highly paid officers of the Company and its subsidiaries who are “covered employees” as defined in Section 162(m) of the Internal Revenue Code (the “Highly Compensated Participants”), payment of the award shall be based solely on the attainment of performance goals as provided below. For all other Plan participants, discretion may be used to adjust award payments that would otherwise result from the attainment of the performance goals based on individual participant performance, as determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”).

Performance Goals

Performance goals, including their measures and weights, shall be established annually by the Committee. Performance criteria used by the Committee to establish performance goals shall include one or any combination of the following, which may be measured on either a relative or absolute basis with respect to the Company or one or more of its

subsidiaries or business units: (i) return on equity, assets, capital or investment; (ii) measures of profitability, including operating income, net income from continuing operations, net income, or pre-tax or after-tax earnings per share; (iii) the control or reduction in the level of working capital; (iv) economic value added; (v) revenues or sales; (vi) EBITDA; (vii) EBITDA margin; (viii) operating margin; (ix) cash flow or similar measure; (x) total shareholder return; (xi) change in the market price of the Common Stock; or (xii) market share. The performance goals established by the Committee for each award will specify achievement targets with respect to each applicable performance criterion (including a threshold level of performance below which no amount will become payable with respect to such award). The performance goals established by the Committee may be (but need not be) different for each performance period.

For Highly Compensated Participants, the Committee shall determine whether the performance goals have been met. For any award, the Committee may provide in the original terms of an award that any determination of such financial performance may include or exclude the impact of the occurrence of one or more of the following events during the performance period (“Unusual Events”): asset write-downs; gain or loss on the sale or disposal of businesses or significant assets; the effect of changes in tax laws, accounting principles or policies, or other laws or provisions affecting reported results; reorganization or restructuring programs; extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 or in the MD&A of the Company’s quarterly reports or annual report to shareholders; the effect of acquisitions, mergers, joint ventures or divestitures; plant start-up costs; costs associated with plant or other facility shutdowns; stock compensation expenses; or costs associated with executive succession (including severance). Payment shall be made with respect to an award to a Highly Compensated Participant only after the attainment of the applicable performance goals has been certified in writing by the Committee. The Committee may, at its sole discretion, reduce the amount otherwise payable under the original terms of an outstanding award to a Highly Compensated Participant, but shall have no discretion to increase the amount otherwise payable.

For all Plan participants other than Highly Compensated Participants, the Committee shall in its discretion determine whether the performance goals have been met, including whether to include or exclude any Unusual Events.

All determinations by the Committee shall be final and binding on all participants.

The amount of any award to any participant under the Plan shall in no event exceed $5 million (five million dollars) per Plan year.

Plan Year

January 1 through December 31.

Payment Date

Awards will be paid prior to the end of the first quarter of the year following the Plan

year except in the absence of information required to report or calculate payment. Unless otherwise determined by the Committee in its discretion with respect to participants other than Highly Compensated Participants, participants must be on the payroll on the payment date to receive the incentive award, provided that any participant who retires or who is terminated by the Company without cause after December 31 of the Plan year but before the payment date shall be entitled to payment. To meet the requirements of the Internal Revenue Code Section 409A, all awards shall be paid no later than two and one-half (2 1/2) months after the end of the year in which the participant becomes vested in the right to receive the award.

Benefits and Tax Treatment

Award payments are subject to normal payroll taxes and withholding. Eligibility for inclusion in pension contributions varies by country and pension plan design provisions. Consult your local human resources department for questions on this matter.

Administration

The Annual Cash Incentive Plan will be overseen by the President & CEO, the Vice President of Human Resources, and the Chief Financial Officer. They, in turn, will report to the Committee.

Subject to the above provisions of this Plan, these individuals are responsible for:

Issues concerning plan administration will be first taken up with the Vice President of Human Resources; next level of review will be the CEO.

Claims/Rights

This Plan shall not be construed as an employment contract with Belden CDT Inc. or any affiliate nor is it a guarantee of compensation or benefits. This Plan may be suspended, modified, revoked or terminated in its entirety, or any portion thereof, at any time for any reason and without notice, by the Company.

• Plan interpretation;

• Examination of extraordinary circumstances;

• Approval of performance standards (i.e. goals, payouts, etc.); and

• Review and approval of performance achievement levels and awards

EXHIBIT 10.36

December 21, 2007

Mr. D. Larrie Rose Hardt 40 47877 Willich Germany

Re: Separation Agreement — Retirement

Dear Larrie:

As we discussed, your employment with Belden Inc. (the “Company”) and all subsidiaries will terminate effective with your retirement on the close of business, February 29, 2008 (the “Separation Date”). This letter confirms all of your entitlements arising out of your employment with and separation from the Company. You will receive:

1.

Actual bonus for 2007 to be determined at the February 2008 Compensation Committee meeting (estimated at $238,056), and to be paid to you no later than March 14, 2008.

T-B-D

2.

Actual cash long-term incentive payout (for the 2004-2007 performance period estimated at $209,000). Amount to be determined by the Compensation Committee when the information used to determine the amount becomes available (which should be no later than its May 21, 2008 meeting), with this payment to be made to you on September 3, 2008.

T-B-D

3.

As of February 29, 2008, accelerated vesting in accordance with the applicable award agreement of the following equity awards:

Grant Date Award Grant Price

February 22, 2006 2,133 SARS* $25.8050 February 21, 2007 4,266 SARS* $47.705 March 30, 2005 7,666 stock options* $22.665 February 22, 2006 3,400 RSUs February 21, 2007 2,100 RSUs

* Note the expiration date on your SARS and stock options will be February 28, 2011 (three years after your retirement date of February 29, 2008).

4.

Under COBRA, you may elect at your expense to continue your Belden Dental Plan coverage in effect on February 29, 2008, for a period up to eighteen (18) months.

Mr. D. Larrie Rose December 21, 2007 Page 2

On February 29, 2008 (your retirement date), you will incur U.S. federal income tax from the accelerated vesting of your RSUs noted above in Item 3. As we have done in the past, you can instruct us to withhold shares to cover your tax withholding obligation. We must file a Form 4 with the SEC to reflect the tax withholding by March 4, 2008.

You are entitled to your accrued and unpaid salary through the Separation Date. You also are entitled to all accrued, vested and unpaid benefits under all retirement, pension, and deferred compensation plans of the Company in which you are participating on the Separation Date. All such benefits shall be paid in accordance with the terms of the applicable plans and, where applicable, your previous elections. You are not eligible for retirement plan contributions with respect to payments made under section 1 or 2 above.

In addition to the SARs and stock options noted above in Item 3 that will be subject to accelerated vesting, you may exercise the following equity awards following the Separation Date until the earlier of the expiration date set forth in the applicable award or February 28, 2011 (three years after your retirement). The grant date, expiration date and price of all such awards are noted below:

5.

As additional consideration, we will (i) pay you $12,000 for continuance of private health insurance, (ii) pay you $28,000 to obtain financial and tax advice in connection with your retirement and (iii) turn over your Company computer to you provided that our IT department confirms that all Company software and Company proprietary information have been deleted. These payments/transfer of Company computer will take place no later than March 31, 2008. We also grant to you the right to purchase your Company car at the value established by the leasing company at the end of the lease term (February 2008).

Grant Date Expiration Date Options/SARs Grant Price February 20, 1998 February 20, 2008 13,000 Options $ 39.5312 November 4, 1998 November 4, 2008 4 Options $ 16.9375 February 16, 2000 February 16, 2010 16,000 Options $ 21.7500 February 14, 2001 February 28, 2011 8,000 Options $ 26.3800 February 18, 2002 February 28, 2011 9,400 Options $ 20.8650 February 23, 2004 February 28, 2011 10,000 Options $ 19.0750 March 30, 2005 February 28, 2011 15,334 Options $ 22.6650 February 22, 2006 February 28, 2011 4,267 SARs $ 25.8050 February 21, 2007 February 28, 2011 2,134 SARs $ 47.705 February 21, 2007 2,100 RSUs

Mr. D. Larrie Rose December 21, 2007 Page 3

All other unvested stock options, RSUs, SARS, PSUs and other equity-based and long-term incentive awards (whether or not equity-based) shall lapse, and all such unvested equity awards shall not be exercisable, as of the Separation Date.

The Company will, to the extent required by applicable law, withhold from your amounts payable above, the amount of any withholding tax due with respect to such amounts.

You agree to promptly return to the Company all tangible and intangible property of the Company, whether prepared by you or otherwise coming into your possession, and whether written, electronic or in any other format, including, without limitation, all files, records, documents, customer lists, software and equipment (such as personal computers, disks, and disk drives, and mobile communication devices).

Payment of the amounts and benefits set forth above will be contingent on your returning to us by December 28, 2007 the signed General Release of All Claims that accompany this letter and the revocation period set out in the general release having expired. All amounts hereunder also are also contingent on your resignation from all offices of the Company and all subsidiaries held by you, pursuant to the attached letter. You also reconfirm that you will (i) comply with the non-compete covenants of your employment agreement and stock option/SAR awards agreements and (ii) reimburse the Company for any taxes we may have paid on your behalf.

We ask that you sign this letter below confirming our understanding above. This letter may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement.

BELDEN INC. /s/ D. Larrie Rose By: /s/ John Stroup

D. Larrie Rose Name: John Stroup Title: President and Chief Executive Officer

EXHIBIT 10.37

February 7, 2008

Mr. Peter Sheehan 2 Tyler Court Natick, MA 01760

Re: Separation Agreement

Dear Peter:

As we discussed, your employment with Belden Inc. (the “Company”) and all subsidiaries will terminate effective on the close of business, February 29, 2008 (the “Separation Date”). This letter confirms all of your entitlements arising out of your employment with and separation from the Company pursuant to your Executive Employment Agreement of July 16, 2006. You will receive:

1.

A severance payment equal to one times the sum of your current annual base salary and your 2007 target annual cash incentive award. To meet the requirements of the new deferred compensation rules (i.e., IRC 409A), $460,000 of this amount will be paid to you in equal monthly payroll installments over a twelve (12) month period commencing March 31, 2008. Half of the remaining $177,500 will be paid to you in a lump sum 6 months and a day after your Separation Date, and the remaining half will be paid in equal monthly payroll installments over a six (6) month period commencing September 30, 2008.

$ 637,500

2. A 2007 annual cash incentive award payable in accordance with the terms of our annual cash incentive plan. T-B-D 3.

Additional consideration for a six-month extension of the 12 month non-compete covenant in your employment agreement, which shall be paid to you on September 3, 2008.

$ 187,500

4.

Subject to your continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers you and your eligible dependents upon the same terms and conditions (except for the requirement of your continued employment) in effect for active employees of the Company. If you obtain other employment that offers substantially similar or more favorable medical benefits, continuation of such coverage by the Company will end. These health benefits will reduce the period of coverage (and count against your right to healthcare continuation benefits under COBRA) by twelve (12) months.

Mr. Peter Sheehan February 7, 2008 Page 2

You are entitled to your accrued and unpaid salary through the Separation Date as well as accrued and unused vacation in accordance with Company policy. You also are entitled to all accrued, vested and unpaid benefits under all retirement, pension, and deferred compensation plans of the Company in which you are participating on the Separation Date. All such benefits shall be paid in accordance with the terms of the applicable plans and, where applicable, your previous elections. You are not eligible for retirement plan contributions with respect to payments made under section 1, 2, or 3 above.

On February 21, 2008 (the first anniversary date of your grant of 4,200 RSUs for the attainment of your 2006 PSU goals), you will vest in 2,100 RSUs. The other half of the RSU award (which would have vested on the second anniversary of the grant date) will be cancelled. You will incur U.S. federal income tax upon the vesting of the 2,100 RSUs. As we have done in the past, you can instruct us to withhold shares to cover you tax withholding obligation. We must file a Form 4 with the SEC to reflect the tax withholding by March 4, 2008.

As of the Separation Date, you also will be vested in the following SARs:

You may exercise these awards until the earlier of the expiration date set forth in the applicable award or until ninety days following the Separation Date.

All other stock options, RSUs, SARS, PSUs and other equity-based and long-term incentive awards (whether or not equity-based) shall lapse, and all such equity awards shall not be exercisable, as of the Separation Date.

The Company will, to the extent required by applicable law, withhold from your amounts payable above, the amount of any withholding tax due with respect to such amounts.

You agree to promptly return to the Company all tangible and intangible property of the Company, whether prepared by you or otherwise coming into your possession, and whether written, electronic or in any other format, including, without limitation, all files, records, documents, customer lists, software and equipment (such as personal computers, disks, and disk drives, and mobile communication devices).

Payment of the amounts and benefits set forth above will be contingent on your returning to us by February 14, 2008 the signed General Release of All Claims that accompanies this letter and the revocation period set out in the general release having expired, or, in the case of Company employee plan benefits, such later date as may be provided in accordance with the applicable Company benefit plan in which you are a participant. All amounts hereunder also are conditioned upon your resignation from all

Grant Date Options/SARs Grant Price 2/22/06 2,133 SARs $ 25.805 2/21/07 2,700 SARs $ 47.705

Mr. Peter Sheehan February 7, 2008 Page 3

offices of the Company and all subsidiaries held by you, pursuant to the attached letter. You also reconfirm that you will comply with the non-compete covenant of your employment agreement as extended by this separation agreement.

We ask that you sign this letter below confirming our understanding above.

This letter may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement.

BELDEN INC. /s/ Peter Sheehan By: /s/ Kevin Bloomfield

Peter Sheehan Name: Kevin Bloomfield Title: General Counsel

Exhibit 10.38 Courtesy translation

Hirschmann Industries GmbH, Stuttgarter Straße 45-51, 72654 Neckartenzlingen,

vertreten durch ihre Gesellschafter/represented by its shareholders, die Belden Deutschland GmbH, Im Gewerbepark 2, 58579 Schalksmühle

und/and die Belden Europe B. V., Adresse ergänzen/insert adress

Herrn Dr. Wolfgang Babel, Lindenhof 19,

71263 Weil der Stadt

Geschäftsführeranstellungsvertrag

Managing Director

Employment Contract Zwischen between

- nachfolgend “Gesellschaft” genannt - - hereinafter referred to as the “Company” - und and

- nachfolgend “Geschäftsführer” genannt - - hereinafter referred to as the “Managing Director” -

Vorbemerkung Preliminary Remark Herr Dr. Wolfgang Babel wurde mit Beschluss der Gesellschafterversammlung vom 30. August 2007 zum Geschäftsführer der Gesellschaft bestellt.

Dr Wolfgang Babel has been appointed as managing director of the Company through resolution of the shareholder meeting dated August 30, 2007.

Die Gesellschaft ist Teil des Belden-Konzerns, an dessen Spitze die Belden Inc. mit Sitz in den Vereinigten Staaten steht. Die Gesellschaft ist unter anderem Muttergesellschaft der Hirschmann Automation and Control GmbH, bei der das europäische Geschäft der Belden Automation Division des Belden-Konzerns angesiedelt ist. Das Automation-Geschäft besteht aus dem Geschäftszweig Hirschmann Automation und dem Geschäftszweig Lumberg Automation; letzterer stammt aus dem Erwerb der Assets der Lumberg Automation Components GmbH, welche von

The Company is part of the Belden Group, which is headed by Belden Inc. with headquarters in the United States. The Company is inter alia the parent company of Hirschmann Automation and Control GmbH, where the European business of the Belden Automation Division of the Belden Group is situated. The Automation business consists of the Hirschmann Automation business line and the Lumberg Automation business line; the latter stems from the acquisition of the assets of Lumberg Automation Components GmbH, which were acquired by Belden Deutschland

Seite 2 von 17 der Belden Deutschland GmbH erworben wurden. GmbH. Die Parteien vereinbarenden nachfolgenden Anstellungsvertrag:

The Parties hereby agree upon the following employment contract:

§ 1 § 1

Aufgaben und Pflichten Tasks and Duties 1. Der Geschäftsführer wird mit Wirkung zum 1. Oktober 2007 bei

der Gesellschaft angestellt und zum Geschäftsführer bestellt. Er vertritt die Gesellschaft nach Maßgabe der Gesetze, der Vorschriften des Gesellschaftsvertrages der Gesellschaft, der Bestimmungen der Gesellschafter und der Regelungen dieses Anstellungsvertrages. Er hat den Weisungen der Gesellschafterversammlung Folge zu leisten. Sitz der Gesellschaft ist Neckartenzlingen, Deutschland.

1. The Managing Director shall be employed at the Company and appointed as Managing Director with effect as of October 1, 2007. He shall represent the Company in accordance with legislation, the provisions of the Company’s Articles of Association, the directions of the shareholders and the provisions of this Employment Contract. He shall be obliged to carry out the instructions of the shareholder meeting. Place of employment shall be Neckartenzlingen, Germany.

2. Der Geschäftsführer vertritt die Gesellschaft bei Bestellung

mehrerer Geschäftsführer gemeinsam mit einem weiteren Geschäftsführer oder gemeinsam mit einem Prokuristen. Ist er alleiniger Geschäftsführer, so vertritt er die Gesellschaft alleine. Befreiung von den Beschränkungen in § 181 BGB wird ihm nicht erteilt.

2. The managing director shall represent the Company together with another managing director or together with a procurist if several managing directors have been appointed. If he is the only managing director, then he shall represent the Company on his own. Release from the restrictions contained in § 181 BGB shall not be granted to him.

3. Der Geschäftsführer wird nach entsprechender Einarbeitung die

Aufgabe des President of Belden Automation per 01. Januar 2008 übernehmen. Zu seinen Aufgaben gehören die allgemeine Leitung und das Management des Automation Geschäfts der Hirschmann-Gruppe und der Lumberg-Gruppe. Er berichtet direkt an den Chief Executive Officer der Belden Inc. Dem Geschäftsführer kann jederzeit von der Gesellschaft ein anderer Geschäftsbereich zugeordnet werden.

3. After appropriate familiarisation, the Managing Director shall take on the role of the President of Belden Automation as of January 1, 2008. His tasks shall include the general leadership and the management of the Automation business of the Hirschmann Group and of the Lumberg Group. He shall report directly to the Chief Executive Officer of Belden Inc. It shall be possible for the Company to allocate another business area to the Managing Director at any time.

4. Die Gesellschaft kann weitere Geschäftsführer bestellen. Die

Gesellschafter bestimmen von Zeit zu Zeit die 4. The Company shall be entitled to appoint additional managing

directors. The shareholders shall from time to time

Seite 3 von 17 Geschäftsverteilung unter den Geschäftsführern.

determine the division of business activities among the

managing directors.

§ 2 § 2 Zustimmungsbedürftige Geschäfte Transactions Requiring Approval

Zur Vornahme von Rechtsgeschäften, die über den gewöhnlichen Geschäftsbetrieb der Gesellschaft hinausgehen, hat der Geschäftsführer vorab die Zustimmung der Gesellschafter einzuholen. Der Geschäftsführer ist verpflichtet, jederzeit die Richtlinien, die in dem als Anlage 1 beigefügten ,,Policy Bulletin” der Belden Inc. dargestellt sind und von der Gesellschaft von Zeit zu Zeit geändert werden kann, einzuhalten.

For the effecting of legal transactions which go beyond the usual business operations of the Company, the Managing Director shall be obliged to obtain the approval of the shareholders in advance. The Managing Director shall be obliged to comply at all times with the guidelines which are set out in the Belden Inc. “Policy Bulletin” attached hereto as Annex 1 , which can be amended by the Company from time to time.

§ 3 § 3

Pflichten und Verantwortlichkeit Obligations and Responsibilities 1. Der Geschäftsführer wird seine volle Arbeitskraft und alle seine

fachlichen Kenntnisse und Erfahrungen ausschließlich der Gesellschaft widmen.

1. The Managing Director shall devote his full working capacity and all his knowledge and experience exclusively to the Company.

2. Die Ausübung einer entgeltlichen oder unentgeltlichen

Nebentätigkeit, von Ehrenämtern sowie von Aufsichtsrats-, Beirats- oder ähnlichen Mandaten bedarf der vorherigen schriftlichen Zustimmung der Gesellschafter.

2. The undertaking of any paid or unpaid ancillary activity, of honorary offices as well as of supervisory board, advisory board or similar mandates shall require the prior written consent of the shareholders.

Der Geschäftsführer ist Mitglied im Beirat der Firma Metz

(einheimischer TV-Geräte-Hersteller), 3 Sitzungen pro Jahr mit einer Vergütung von 10.000,00 Euro pro Jahr. Es ist dem Geschäftsführer genehmigt, diese Täugkeit weiterhin auszuüben.

The Managing Director is a member of the advisory board of the Metz company (local TV-set producer), 3 meetings per year, remuneration EUR 10,000.00 per year. The Managing Director shall be allowed to continue to perform this function.

3. Der Geschäftsführer hat für sämtliche wirtschaftlichen,

finanziellen und organisatorischen Belange der Gesellschaft zu sorgen. Er übernimmt die Rechte und Pflichten des Arbeitgebers im Sinne der arbeits- und sozialrechtlichen Vorschriften.

3. The Managing Director shall be obliged to take care of all the economic, financial and organisational interests of the Company. He shall take over the rights and duties of the employer in the sense of the German employment and social security legal provisions.

Seite 4 von 17 4. Der Gesellschaft bleibt es vorbehalten, dem Geschäftsführer

eine andere, seiner Stellung sowie seinen Kenntnissen und Fähigkeiten entsprechende Position, auch an einem anderen Ort, zu übertragen. Führt die Versetzung zu einer Verlegung des Dienstortes um mehr als 100 km, so hat der Geschäftsführer seinen Wohnort an den neuen Dienstort zu verlegen. Die Gesellschaft trägt die hierfür anfallenden, angemessenen Umzugskosten gegen Nachweis.

4. The Company hereby reserves the right to transfer the Managing Director to another position which corresponds to his status, knowledge and capacities, also in another place. Should this transfer lead to a transfer of the place of work of more than 100 km, the Managing Director shall then be obliged to relocate his place of residence to the new place of work. The Company shall bear the reasonable moving costs thereof, upon presentation of receipts, etc.

§ 4 § 4

Urlaub Holiday Leave 1. Der Geschäftsführer hat Anspruch auf einen Jahresurlaub von

30 Arbeitstagen, wobei als Arbeitstage alle Kalendertage gelten, die nicht Samstage, Sonntage oder gesetzliche Feiertage sind. Der Jahresurlaub ist unter Berücksichtigung betrieblicher Belange nach Absprache mit den Gesellschaftern zu nehmen.

1. The Managing Director shall be entitled to annual holiday leave of 30 working days, in which regard all calendar days which are not Saturdays, Sundays or statutory public holidays shall count as working days. Holiday leave is to be taken after consultation with the shareholder and taking into the then current business requirements into account.

2. Ungenutzte Urlaubstage eines jeden Jahres sind nur bis zum

31.03. des jeweils nachfolgenden Jahres übertragbar. Nicht genommener Urlaub wird nicht abgefunden.

2. Unused holiday leave from any year shall only be able to be carried over until 31 March of the subsequent year. Unused holiday leave shall not be compensated.

§ 5 § 5

Arbeitszeit Working Hours 1. Ohne an eine bestimmte Arbeitszeit gebunden zu sein, hat sich

der Geschäftsführer so oft und so lange, wie es die pflichtgemäße Führung der Geschäfte verlangt, zur Verfügung der Gesellschaft zu halten und alle dem Wohle der Gesellschaft dienenden Leistungen zu erbringen.

1. Without being bound to specific working hours, the Managing Director shall be obliged to render his services as often and for as long as the prudent management of the business demands, to make himself available to the Company and to render his services for the good of the Company.

2. Mit den Bezügen nach § 7 dieses Vertrages ist die gesamte

Tätigkeit des Geschäftsführers abgegolten, auch wenn die Arbeitszeit aus betrieblichen Gründen über das übliche Maß hinausgehen sollte.

2. The entire employment of the Managing Director shall be remunerated by the remuneration pursuant to § 7 of this Contract, even if the working hours go beyond the usual ones due to business reasons.

Seite 5 von 17

§ 6 § 6 Wettbewerbsverbot Competition Prohibition

1. Während der Dauer dieses Vertrages wird sich der

Geschäftsführer an Unternehmen, die mit der Gesellschaft in Wettbewerb stehen oder mit denen die Gesellschaft Geschäftsverbindungen unterhält, weder unmittelbar noch mittelbar beteiligen. Unabhängig von dem in § 3.2 festgelegten Nebentätigkeitsverbot ist es dem Geschäftsführer außerdem in jedem Fall untersagt, während der Dauer dieses Vertrages in selbständiger, unselbständiger oder sonstiger Weise unmittelbar oder mittelbar für ein Unternehmen tätig zu werden, welches mit der Gesellschaft oder einem mit der Gesellschaft im Sinne von §§ 15 ff. AktG verbundenen Unternehmen, in direktem oder indirektem Wettbewerb steht.

1. During the term of this Contract, the Managing Director shall neither directly nor indirectly hold shares in companies which compete with the Company or with which the Company maintains business connections. Irrespective of the ancillary work prohibition in § 3.2 hereof, in any event it shall also be prohibited for the Managing Director to work — whether in an employee capacity, on a freelance basis or in any other way — during the term of this Contract directly or indirectly for a company which directly or indirectly competes with the Company or a company affiliated with the Company in the sense of § 15 ff of the German Stock Corporation Act (AktG).

2. Dem Geschäftsführer ist es ferner untersagt, während der Dauer

dieses Vertrages Arbeitnehmer der Gesellschaft von dieser abzuwerben und/ oder zu anderen als der Gesellschaft dienlichen Zwecken zu beschäftigen.

2. During the term of this Contract, the Managing Director shall also be prohibited from poaching Company employees from the Company and/or from employing Company employees for purposes other than those benefiting the Company.

3. Dieses Wettbewerbsverbot gilt auch während einer Freistellung

(siehe § 12 Ziffer 4 dieses Vertrages) unverändert fort.

3. This competition prohibition shall also continue to apply unchanged during any period of release from the obligation to work for the Company (see § 12.4 of this Contract).

§ 7 § 7

Vergütung Remuneration 1. Der Geschäftsführer erhält als Vergütung für seine Tätigkeit ein

Jahresbruttogehalt in Höhe von EUR 320.000,00 (in Worten: EUR dreihundertzwanzigtausend), das in 12 gleichen Raten jeweils am Monatsende abzüglich Steuern und Sozialversicherungsabgaben gezahlt wird.

1. As remuneration for his work, the Managing Director shall receive an annual gross salary in the amount of EUR 320,000.00 (in words: three hundred and twenty thousand Euros), which will be paid in twelve equal monthly instalments on the last day of each month, after tax and social security insurance contributions have been deducted.

Seite 6 von 17 2. Der Geschäftsführer erhält darüber hinaus eine variable

erfolgsabhängige Vergütung (“Tantieme”). Die Höhe der auszuzahlenden Tantieme hängt von dem Grad der Erreichung der quantitativen und qualitativen persönlichen Ziele ab, welche die Gesellschaft jährlich (Ende November/Dezember) für jeweils ein Geschäftsjahr in einer Tantiemeregelung (auch als ,,Annual Cash Incentive Plan” bezeichnet) festlegt. Bei voller Zielerreichung beträgt die auszuzahlende Tantieme 70% des Jahresbruttogehaltes nach vorstehender Ziffer 1. Die Ziele werden jeweils im Voraus schriftlich für einen befristeten Zeitraum von der Gesellschaft festgelegt und dem Geschäftsführer mitgeteilt. Die Festlegung der Tantiemeregelung nimmt die Gesellschaft unter Berücksichtigung der Geschäftsentwicklung in den vorangegangenen Perioden und der Ziele der Gesellschaft und der übrigen Unternehmen in der Unternehmensgruppe der Gesellschaft für die betroffene Periode und unter Berücksichtigung der berechtigten Interessen des Geschäftsführers nach pflichtgemäßem Ermessen vor.

2. The Managing Director shall also receive a variable, success-dependent remuneration sum (“Bonus”). The amount of the Bonus to be paid out shall depend on the degree of the attainment of the quantitative and qualitative personal targets which the Company shall stipulate annually (end of November/December) for one business year in a bonus plan (also designated “Annual Cash Incentive Plan”) in each instance. In the event of full target attainment, the Bonus to be paid out shall amount to 70% of the annual gross salary pursuant to § 7.1 hereof. The targets shall in each instance be stipulated in advance for a fixed time period by the Company in writing and communicated to the Managing Director. The stipulation of the Bonus plan shall be done by the Company in its dutiful discretion, taking account of the development of the business in the preceding period and the targets of the Company and the other companies belonging to the company group of the Company for the pertinent period, and taking account of the justified interests of the Managing Director.

3. Ob und in welcher Höhe die Tantieme ausgezahlt wird,

insbesondere bei Teil- oder Übererreichung der Ziele, entscheidet die Gesellschaft nach der jeweils festgelegten Tantiemeregelung.

3. The Company shall decide whether and in what amount the Bonus will be paid out, particularly in the event of partial attainment or over-attainment of the targets, in accordance with the respectively-stipulated Bonus plan.

4. In Geschäftsjahren, in denen der Geschäftsführer nicht

durchgehend beschäftigt ist, erhält er die Tantieme anteilig auf der Grundlage des in der Tätigkeitsperiode erzielten Erfüllungs-grades. Für das Austrittsjahr regelt § 12.4 die Einzelheiten für den Fall, dass der Geschäftsführer von seiner Arbeitspflicht freigestellt wird.

4. In business years when the Managing Director is not continuously employed, he shall receive the Bonus pro rata on the basis of the degree of attainment achieved in the period of work. For the year of leaving the company, § 12.4 stipulates rules regarding the details in the event that the managing director is released from his obligation to work.

5. Für das Kalenderjahr 2007 erhält der 5. For the 2007 calendar year, the Managing

Seite 7 von 17 Geschäftsführer auf der Grundlage von 100% der für dieses Jahr

geltenden Tantiemenregelung eine Zahlung pro rata temporis, und zwar einen Betrag in Höhe von 70% des Jahresbruttogehaltes nach Ziffer 1., der gezwölftelt und mit dem Faktor drei multipliziert wird. § 7 Ziffer 3 dieses Vertrages wird hierauf nicht angewendet.

Director shall receive a pro rata temporis payment on the basis of 100% of the bonus agreement applicable for this year, i.e., a sum in the amount of 70% of the annual gross salary pursuant to § 7.1 hereof, which is to be divided by twelve and multiplied by a factor of three. § 7.3 hereof shall not be applied thereto.

6. Die zur Erfüllung der übertragenen Aufgaben notwendige

Mehrarbeit sowie alle Tätigkeiten auch für andere Unternehmen, mit denen die Gesellschaft verbunden ist, sind mit den Gesamtbezügen abgegolten. Etwaige in der Gesellschaft bestehende Betriebsvereinbarungen oder betriebliche Regelungen über zusätzliche Vergütungen, welcher Art auch immer, kommen für den Geschäftsführer nicht zur Anwendung bzw. sind mit den Gesamtbezügen nach diesem Vertrag abgegolten.

6. The additional work necessary for fulfilment of the allocated tasks, as well as all work for other companies with which the Company is affiliated, shall be remunerated through payment of the total remuneration. Any employer/works council agreements or company regulations concerning additional remuneration, regardless of what kind, which may exist at the Company shall not apply to the Managing Director or shall be settled through payment of the total remuneration pursuant to this Contract.

7. Vergütungen für die Tätigkeit als Mitglied eines Aufsichtsrates,

Beirates, Verwaltungsrates oder eines ähnlichen Gremiums werden auf die Gehaltsansprüche (Vergütung) angerechnet, wenn es sich um ein mit der Gesellschaft verbundenes Unternehmen handelt.

7. Remuneration for work as a member of a supervisory board, advisory board, administrative board or a similar body shall be set off against the salary claims (remuneration) if this occurs in connection with a company affiliated with the Company.

§ 8 § 8

Spesen und Firmenwagen Expenses and Company Car 1. Die Gesellschaft erstattet dem Geschäftsführer die anlässlich

von Dienstreisen entstandenen, angemessenen Fahrtkosten, Mehraufwendungen für Verpflegung, Übernachtungs- und Bewirtungskosten in angemessenem Umfang auf Vorlage der Belege, soweit die Absetzbarkeit dieser Aufwendungen steuerlich anerkannt wird. Die Aufwendungen können pauschal abgegolten werden, soweit dies nach den lohnsteuerrechtlichen Vorschriften zulässig

1. The Company shall reimburse the Managing Director for reasonable travel costs incurred due to business journeys and trips, additional expenditure for food, overnight stays and entertainment costs to an appropriate extent upon production of the relevant receipts therefor, insofar as the deductibility of these expenses is acknowledged for tax purposes. The expenses can be settled in a lump sum, insofar as this is permissible pursuant to German income tax legislation.

Seite 8 von 17 ist. 2. Dem Geschäftsführer wird ein Dienstwagen zur Verfügung

gestellt, den der Geschäftsführer auch privat nutzen kann. Die von der Gesellschaft zu tragende maximale Netto-Leasingrate beträgt EUR 1.340,00 monatlich.

2. A company car shall be made available to the Managing Director, which the Managing Director shall also be able to use for private purposes. The maximum net leasing rate to be borne by the Company shall amount to EUR 1,340.00 per month.

3. Der geldwerte Vorteil aus der PKW-Nutzung ist nach den

Verwaltungsrichtlinien zu bemessen und der Lohnsteuer zu unterwerfen. Die etwaige Lohnsteuer aus den vorgenannten geldwerten Vorteilen geht zu Lasten des Geschäftsführers. Die Gesellschaft schließt auf eigene Kosten eine Vollkaskoversicherung mit einer Selbstbeteiligung in Höhe von nicht mehr als EUR 1.000,00 für das Fahrzeug ab.

3. The benefit in money’s worth from the usage of the company car is to be calculated in accordance with the administration guidelines and to be subject to income tax. Any potential income tax arising from the above-mentioned benefits in money’s worth shall be borne by the Managing Director. The Company shall take out a full-coverage collision insurance policy for the company car at its own cost, with an excess in the amount of not more than EUR 1,000.00.

§ 9 § 9

Vergütung bei Dienstverhinderung Compensation upon Incapacity to Work 1. Der Geschäftsführer ist verpflichtet, der Gesellschaft jede

Dienstverhinderung und ihre voraussichtliche Dauer unverzüglich anzuzeigen.

1. The Managing Director shall be obliged to announce every instance of incapacity to work and its likely duration to the Company.

2. Im Falle der Erkrankung oder sonstigen unverschuldeten

Dienstverhinderungen werden dem Geschäftsführer seine vertragsgemäßen Bezüge gemäß § 7 dieses Vertrages für die Dauer von sechs Monaten fortgezahlt, und zwar unter Abzug eines Betrages, der dem von der Krankenkasse gezahlten Krankengeld entspricht. Die Fortzahlung der Bezüge erfolgt jedoch längstens bis zur Beendigung dieses Vertrages.

2. In the event of illness or other non-culpable inability to work, the Managing Director shall continue to be paid his contractual remuneration pursuant to § 7 of this Contract for the duration of six months, and this payment shall be made subject to deduction of the sickness benefit sum which is paid by the health insurance company. The continued payment of the remuneration shall, however, only occur at most until the cessation of this Contract.

Seite 9 von 17

§ 10 § 10 Sonstige Leistungen Other Remuneration

Der Geschäftsführer hat im Übrigen Anspruch auf alle Sozialleistungen, welche die Gesellschaft im Rahmen betrieblicher Übung ihren Geschäftsführern gewährt.

The Managing Director shall also have a claim for all of the social security insurance payments which the Company grants its managing directors in the framework of what is usual practice at the Company.

§ 11 § 11

Erfindungen Inventions 1. Die Parteien sind sich darüber einig, dass das

Arbeitnehmererfindungsgesetz auf Diensterfindungen des Geschäftsführers keine Anwendung findet. Erfindungen im Sinne der nachfolgenden Bestimmungen sind alle Erfindungen und technischen Verbesserungsvorschläge des Geschäftsführers im Sinne der §§ 1-3 des Arbeitnehmererfindungsgesetzes und alle Patente und Schutzmarken. Diensterfindungen im Sinne dieses Vertrages sind alle während der Dauer des Anstellungsverhältnisses von dem Geschäftsführer gemachten Erfindungen, die (i) aus der dem Geschäftsführer im Betrieb obliegenden Tätigkeit entstanden sind, (ii) maßgeblich auf Erfahrungen oder Arbeiten des Betriebes beruhen oder (iii) den Geschäftsbereich des Unternehmens betreffen. Diensterfindungen sind auch alle Erfindungen der vorgenannten Art, die der Geschäftsführer nach Beendigung des Anstellungsverhältnisses vollendet, wenn die Vorbereitungen für die Erfindung überwiegend bereits während der Dauer des Anstellungsverhältnisses getätigt wurden; dies wird vermutet, wenn die Erfindung innerhalb von drei Monaten nach Beendigung des Anstellungsverhältnisses gemacht wurde.

1. The parties hereby agree that the German Employee Inventions Act shall not apply to the Managing Director’s work inventions. Inventions in the sense of the following provisions shall mean all inventions and technical improvement proposals by the Managing Director in the sense of § 1 - § 3 of the German Employee Inventions Act and all patents and trademarks. “Work inventions” in the sense of this Contract shall mean all inventions made by the Managing Director during the existence of the employment relationship that (i) result from the tasks incumbent on the Managing Director in the business, (ii) are significantly based on the experience or work in the business, or (iii) concern the Company’s area of business. “Work inventions” shall also include all inventions of the aforementioned kind which the Managing Director completes after the cessation of the employment relationship, if the preparatory work for the invention was predominantly done during the term of the employment relationship; this shall be presumed to be the case if the invention is made within three months after the cessation of the employment relationship.

2. Der Geschäftsführer überträgt der Gesellschaft unwiderruflich

das ausschließliche, zeitlich, räumlich und inhaltlich unbeschränkte Nutzungs- und Verwertungsrecht für alle etwaigen

2. The Managing Director hereby irrevocably transfers to the Company the exclusive usage and utilisation right — unrestricted as to time, space and content — for any and all copyrightable work results which the

Seite 10 von 17 urheberrechtsfähigen Arbeitsergebnisse, die der

Geschäftsführer während der Dauer seines Anstellungsverhältnisses, im Rahmen oder außerhalb seiner anstellungsvertraglichen Aufgaben sowie während und außerhalb seiner Arbeitszeit erstellt, soweit diese Arbeitsergebnisse nicht ausnahmsweise zwingend dem Gesetz über Arbeitnehmererfindungen unterliegen. Die Übertragung und Abtretung des Nutzungs- und Verwertungsrechts umfasst die Erlaubnis zur Bearbeitung und Lizenzvergabe an Dritte und ist vollumfänglich mit der Vergütung nach § 7.1 dieser Vereinbarung abgegolten.

Managing Director creates during the term of his employment relationship, whether in the framework of or outside his employment-contract tasks, and whether during or outside his working hours, insofar as those work results are not exceptionally compulsorily subject to the Act governing employee inventions. The transfer and assignment of the usage and utilisation right encompasses permission to process and grant licences to third parties and shall be completely remunerated through payment of the remuneration pursuant to § 7.1 of this Contract.

3. Der Geschäftsführer verzichtet ausdrücklich auf alle sonstigen,

ihm etwa als Urheber/Schöpfer zustehenden Rechte an dem Arbeitsergebnis, insbesondere auf das Namensrecht und auf Zugänglichmachung des Werkes. Von der vorgenannten Übertragung ausgeschlossen sind Arbeitsergebnisse, die weder einen direkten noch einen indirekten Zusammenhang mit dem Unternehmensgegenstand der Gesellschaft haben.

3. The Managing Director hereby expressly waives all other rights in the work result to which he is potentially entitled as author/creator, particularly the right to the use of a name and making the work accessible. Work results which do not have a direct or an indirect connection with the company object of the Company shall be excluded from the abovementioned assignment.

4. Der Geschäftsführer hat eine angemessene Dokumentation

seiner urheberrechtsfähigen Arbeitsergebnisse sicherzustellen und auf dem Laufenden zu halten sowie diese der Gesellschaft jederzeit zugängig zu machen und ihm das Eigentum daran zu übertragen.

4. The Managing Director shall be obliged to ensure appropriate documentation of his copyrightable work results and to keep that documentation updated, as well as to make this accessible to the Company at all times and to transfer to the Company the ownership therein.

5. Der Geschäftsführer hat auf Verlangen die Gesellschaft bei der

Erlangung und Durchsetzung von Urheberrechten und anderen gewerblichen Schutzrechten für seine Arbeitsergebnisse in anderen Ländern zu unterstützen. Der Geschäftsführer wird zu diesem Zweck alle Anträge, Abtretungserklärungen und sonstigen rechtsgeschäftlichen Erklärungen ausfüllen und abgeben, sämtliche Dokumente unterzeichnen und sonstige Rechtshandlungen wahrnehmen, die erforderlich sind oder von der Gesellschaft

5. The Managing Director shall be obliged at the request of the Company to support the latter in the acquisition and enforcement of copyright and other industrial property rights for his work results in other countries. For this purpose, the Managing Director shall fill out and submit all applications, assignment declarations and other legal declarations, sign all documents and perform other legal acts which are necessary or which are desired by the Company in order to completely transfer all of his rights as author/creator to the

Seite 11 von 17 gewünscht werden, um alle seine Rechte als Urheber/Schöpfer

vollständig auf die Gesellschaft zu übertragen und der Gesellschaft, seinen Nachfolgern und Abtretungsempfängern zu ermöglichen, sich den vollen und ausschließlichen Nutzen sowie die Vorteile dieser Arbeitsergebnisse zu sichern und zu verwerten.

Company, and to make it possible for the Company, its successors and assignees to secure and to utilise the full and exclusive use and benefits of those work results.

6. Für die Erfüllung dieser Mitwirkungspflichten erhält der

Geschäftsführer während der Dauer des Anstellungsverhältnisses keine weitere Vergütung, außer der Erstattung von Kosten, die ihm durch das Verlangen der Gesellschaft entstanden sind. § 32a UrhG bleibt unberührt. Soweit der Geschäftsführer die Mitwirkungspflicht nach Beendigung des Arbeitsverhältnisses erfüllt, wird er hierfür einen angemessenen Tagessatz sowie die Erstattung aller Kosten, die ihm durch das Verlangen der Gesellschaft entstehen, erhalten.

6. For the fulfilment of these co-operation obligations, the Managing Director shall not receive any further remuneration during the term of the employment relationship, apart from the reimbursement of costs which he incurs as a result of the Company’s request. § 32a of the German Copyright Act (UrhG) shall remain unaffected hereby. Insofar as the Managing Director fulfils the co-operation obligation after the cessation of the employment relationship, he shall receive a reasonable per diem rate therefor as well as the reimbursement of all costs which he incurs as a result of the Company’s request.

7. Im Falle der Beendigung des Arbeitsverhältnisses verbleibt das

Arbeitsergebnis zur weiteren Nutzung in Händen der Gesellschaft. Ein Zugangsrecht des Urhebers zu dem Arbeitsergebnis wird ausdrücklich ausgeschlossen.

7. In the event of the cessation of the employment relationship, the work result shall remain in the hands of the Company for further usage. A right of access by the creator to the work result is hereby expressly excluded.

§ 12 § 12

Beendigung des Vertragsverhältnisses Cessation of the Contractual Relationship 1. Der Vertrag beginnt an dem in § 1 genannten Datum und ist auf

unbestimmte Zeit abgeschlossen. 1. The Contract shall commence on the date named in § 1 above,

and is hereby entered into for an indefinite period of time. 2. Er kann jederzeit mit einer Kündigungsfrist von 12 Monaten

zum Monatsende ordentlich gekündigt werden, erstmals allerdings mit Wirkung zum 30. September 2009. Das Recht zur außerordentlichen Kündigung wird hierdurch nicht berührt.

2. An ordinary termination of the Contract can be effected at any time subject to compliance with a termination notice period of 12 months to month’s end, however, for the first time with effect as of September 30, 2009. The right to effect an extraordinary termination shall remain unaffected hereby.

Seite 12 von 17 3. Die Kündigung des Vertrages sowie die Abberufung und der

Rücktritt des Geschäftsführers haben schriftlich zu erfolgen.

3. The termination of the Contract as well as the removal and the resignation of the Managing Director shall require to be in writing.

4. Die Gesellschaft ist nach Ausspruch der Kündigung jederzeit

berechtigt, den Geschäftsführer unter Fortzahlung der Grundvergütung gemäß § 7.1 dieses Vertrages von der Verpflichtung zur Dienstleistung für die Gesellschaft freizustellen. Die auf den Zeitraum bis zum Beginn der Freistellungsphase entfallende anteilige Tantieme gemäß § 7.2 dieses Vertrags wird in vollem Umfang gezahlt. Während der Freistellungsphase zahlt die Gesellschaft dem Geschäftsführer 75 % der Zieltantieme nach § 7.2 dieses Vertrags. Gegebenenfalls bestehender Resturlaub ist während der Zeit der Dienstfreistellung zu nehmen und wird auf die Freistellung angerechnet. Während der Freistellungsphase gilt das vertragliche Wettbewerbsverbot gemäß § 6 dieses Vertrages unverändert fort. Anderweitiger Verdienst des Geschäftsführers in der Freistellungsphase wird auf die Vergütung nach diesem Vertrag angerechnet und reduziert diese.

4. After termination has been declared, the Company shall be entitled at any time to release the Managing Director from the obligation to render his services to the Company, subject to continued payment of the basic remuneration pursuant to § 7.1 hereof. The pro rata Bonus pursuant to § 7.2 hereof which accrues with regard to the time until the commencement of the release period shall be paid in full. During the release period, the Company shall pay the Managing Director 75 % of the target Bonus pursuant to § 7.2 hereof. Any potential unused holiday leave shall be used during, and counted towards, the time of the release from the obligation to render his services. During the release period, the contractual competition prohibition pursuant to § 6 of this Contract shall continue to apply unchanged. Other remuneration received by the Managing Director during the garden leave period shall be set off against his remuneration und this Contract and shall reduce that remuneration.

5. Die Bestellung des Geschäftsführers kann durch Beschluss der

Gesellschafter jederzeit widerrufen werden. Der Widerruf gilt zugleich als Kündigung dieses Vertrages durch die Gesellschaft zum nächst möglichen Zeitpunkt.

5. The appointment of the Managing Director can be revoked at any time through resolution of the shareholders. The revocation shall at the same time count as termination of this Contract by the Company as of the next possible point in time.

6. Das Anstellungsverhältnis endet, ohne dass es einer Kündigung

bedarf, mit Ablauf des Monats, in dem der Geschäftsführer die Regelaltersgrenze der gesetzlichen Rentenversicherung vollendet hat.

6. The employment relationship shall come to an end, without a termination being required, upon the expiry of the month in which the Employee reaches the usual age threshold of the statutory pension insurance fund.

Seite 13 von 17

§ 13 § 13 Geheimhaltung Confidentiality

1. Der Geschäftsführer ist verpflichtet, gegenüber Dritten über alle

Angelegenheiten der Gesellschaft strengstes Stillschweigen zu bewahren. Diese Verpflichtung besteht auch nach seinem Ausscheiden aus den Diensten der Gesellschaft.

1. In dealings with third parties, the Managing Director shall be obliged to maintain the strictest silence concerning all Company matters. This confidentiality obligation shall continue to exist after his departure from the service of the Company.

2. Diese Verpflichtung umfasst insbesondere Einzelheiten des

vorliegenden Vertrages mit Ausnahme seiner Laufzeit und seiner Kündigungsmöglichkeit. Ebenfalls ausgenommen sind Angaben, die der Geschäftsführer für den Abschluss einer privaten Versicherung sowie zur Erfüllung öffentlich-rechtlicher Verpflichtungen benötigt.

2. This obligation shall particularly include details of this Contract, with the exception of its duration and possibilities of termination. Information which the Managing Director requires for entry into private insurance policies as well as for fulfilment of public law obligations shall also be excluded from this obligation.

§ 14 § 14 Geschäftsunterlagen Business Documents

1. Der Geschäftsführer hat alle Aufzeichnungen, Entwürfe,

Korrespondenz, Materialien, Muster, Notizen, Unterlagen und dergleichen sowie davon etwa gefertigte Abschriften oder Kopien ordnungsgemäß aufzubewahren und dafür Sorge zu tragen, dass Dritte nicht Einsicht nehmen können.

1. The Managing Director shall be obliged to duly store all records, drafts, correspondence, materials, templates, notes, documents and similar, as well as any copies made thereof, and to ensure that third parties cannot access these.

2. Jede Anfertigung von Abschriften oder Kopien für andere als

dienstliche Zwecke ist ausgeschlossen. 2. Any copying of such documents for purposes other than

business reasons is hereby excluded. 3. Die genannten Gegenstände hat der Geschäftsführer bei seinem

Ausscheiden aus den Diensten der Gesellschaft oder nach seiner Entbindung von der Verpflichtung zur Dienstleistung unverzüglich, unaufgefordert und vollständig an die Gesellschaft herauszugeben.

3. The items named must be returned without undue delay, without being requested to do so, and completely to the Company by the Managing Director upon his departure from the service of the Company or after his release from the obligation to render his services to the Company.

4. Ein Zurückbehaltungsrecht an diesen Gegenständen ist

ausgeschlossen, doch darf der Geschäftsführer Kopien der Korrespondenz zwischen ihm und der Gesellschaft anfertigen und behalten.

4. Any right of retention to these items is hereby excluded, but the Managing Director may make and keep copies of the correspondence between him and the Company.

Seite 14 von 17

§ 15 § 15 Vergünstigungen Benefits

Es ist dem Geschäftsführer untersagt, Geschenke oder Vergünstigungen zu eigenem oder fremden Vorteil von solchen Personen oder Unternehmen zu fordern, sich versprechen zu lassen oder anzunehmen, die mit der Gesellschaft oder mit ihr verbundenen Gesellschaften in Geschäftsverbindung stehen oder aber eine solche anstreben.

It shall be prohibited for the Managing Director to request or accept gifts or benefits for his own benefit or for third-party benefit from such individuals who or companies which have business dealings with the Company or its affiliates or are striving for the same, or to allow the same to be promised to him.

Von diesem Verbot ausgenommen sind gebräuchliche Gelegenheitsgeschenke, sofern sich diese im Rahmen der jeweils gültigen Bestimmungen der Belden Inc. über die Annahme von Vergünstigungen Dritter durch Angestellte/Geschäftsführer der Belden-Gruppe halten.

Items excluded from this prohibition shall be common occasional gifts, insofar as these are within the framework of the respectively-applicable provisions of Belden Inc. concerning the acceptance of third-party favours and perks by employees/managing directors of the Belden Group.

§ 16 § 16

Gerichtsstand Legal Venue/Applicable Law 1. Als Gerichtsstand für etwaige Streitigkeiten im Zusammenhang

mit diesem Vertrag anlässlich seines Abschlusses, der Durchführung oder Beendigung wird Neckartenzlingen vereinbart.

1. Neckartenzlingen is hereby agreed to be the legal venue for any legal disputes arising in connection with this Contract on the occasion of its entry, performance or cessation.

2. Weiterhin vereinbaren die Parteien als zuständiges Gericht die

Zuständigkeit des Landgerichts, Kammer für Handelssachen. 2. In addition, the parties hereby agree that the competent court

shall be the Regional Court, Chamber for Commercial Matters. 3. Der vorliegende Vertrag ist in deutscher und englischer Sprache

abgefasst. Die Parteien sind sich darüber einig, dass das Austellungsverhälmis ausschließlich deutschem Recht unterliegt. Im Falle einer streitigen Vertragsregelung ist die deutsche Fassung maßgeblich.

3. This Contract is drafted in German and in English. The parties hereby agree that the employment relationship shall be exclusively governed by German law. In the event of a contentious contract provision, the German version shall be authoritative.

§ 17 § 17

Verfallfristen Preclusive Deadlines 1. Alle Ansprüche, die sich aus und im Zusammenhang mit dem

Anstellungsverhältnis und anlässlich seiner 1. All claims which arise out of and in connection with the

employment relationship and on the occasion of its

Seite 15 von 17

Anlage/Annex: Policy Bulletin

Beendigung ergeben, verfallen, wenn sie nicht von den

Vertragsschließenden binnen einer Frist von sechs Monaten nach ihrer Fälligkeit schriftlich geltend werden.

cessation shall cease to be valid if they are not made in writing by the contract parties within a period of six months after the respective claims become due.

2. Lehnt die Gegenseite den Anspruch schriftlich ab oder erklärt

sie sich nicht innerhalb von einem Monat nach Geltendmachung des Anspruchs, so verfällt der Anspruch, wenn er nicht innerhalb von drei Monaten nach der Ablehnung oder dem Fristablauf gerichtlich geltend gemacht wird.

2. If the respective other party rejects the claim in writing or does not make a declaration within one month after the claim has been made, then the claim shall cease to be valid if it is not made in writing to a court within three months after the rejection or after the expiry of the one-month period.

3. Vorstehende Fristen gelten nicht für Ansprüche aus der Haftung

wegen Vorsatzes sowie wegen der Verletzung des Lebens, des Körpers oder der Gesundheit.

3. The above-named periods shall not apply for claims arising out of liability due to intentional behaviour or due to loss of life, personal injury or damage to health.

§ 18 § 18

Schlussbestimmungen Final Provisions 1. Sollten einzelne Bestimmungen dieses Vertrages ungültig sein

oder werden, so berührt dies die Wirksamkeit der übrigen Bestimmungen nicht. An die Stelle unwirksamer Absprachen tritt eine Regelung, die der wirtschaftlichen Zwecksetzung der Parteien am nächsten kommt und mit den übrigen Bestimmungen dieses Vertrages vereinbar ist. Entsprechendes gilt, falls der Vertrag regelungsbedürftige Lücken aufweisen sollte.

1. Should individual provisions of this Contract be or become invalid, the validity of the remaining provisions shall remain unaffected thereby. The invalid provision shall be replaced by a valid provision which comes as close as possible to fulfilling the economic purpose of the parties, and which is compatible with the remaining provisions of this Contract. The same shall apply if the Agreement should prove to contain unintended lacunae.

2. Änderungen und Ergänzungen dieses Vertrages bedürfen zu

ihrer Wirksamkeit der Schriftform. Dies gilt auch für die Aufhebung des Schriftformerfordernisses.

2. Any amendments or additions to this Contract shall require to be in writing to be valid. The same shall also apply for the cancellation of the written form requirement.

Venlo, September 5, 2007 Neckartenzlingen, 5. September 2007 /s/D. Larrie Rose /s/Reinhard Sitzmann

Seite 16 von 17 Belden Europe B.V. Belden Deutschland GmbH Donald Larrie Rose Neckartenzlingen, , 5. September 2007 /s/Wolfgang Babel

Dr. Wolfgang Babel

Seite 17 von 17 Beide Vertragspartner bestätigen, ein rechtsverbindlich von beiden Seiten unterzeichnetes Exemplar dieses Geschäftsführeranstellungsvertrages erhalten zu haben.

Both contractual parties hereby confirm having received a legally-binding copy of this Managing Director Employment Contract signed by both parties.

Neckartenzlingen, 5. September 2007 Neckartenzlingen, 5. September 2007 /s/Reinhard Sitzmann /s/Wolfgang Babel

Belden Deutschland GmbH Dr. Wolfgang Babel Reinhard Sitzmann

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Fiscal Year Ended December 31, 2007 2006 2005 2004 2003 (dollars in thousands) Fixed Charges 1 Interest expensed and capitalized $ 28,430 $ 13,178 $ 15,102 $ 14,731 $ 13,276 2

An estimate of the interest factor in rental

expense 5,418 4,607 4,165 2,859 1,776

Total Fixed Charges $ 33,848 $ 17,785 $ 19,267 $ 17,590 $ 15,052

Earnings 1

Pre-tax income (loss) from continuing

operations before minority interests $ 201,563 $ 112,463 $ 58,239 $ 24,968 $ 9,818 2 Fixed charges 33,848 17,785 19,267 17,590 15,052 3

Amortization of capitalized interest (less interest

capitalized) (796 ) 102 207 316 319

Total Earnings $ 234,615 $ 130,350 $ 77,713 $ 42,874 $ 25,189

Ratio of Earnings to Fixed Charges 6.9 7.3 4.0 2.4 1.7

EXHIBIT 14.1

CONFLICTS OF INTEREST AND ETHICAL CONDUCT POLICY

Compliance with Laws . It is Belden’s policy to comply with all applicable laws and government rules and regulations of every nation, state or municipality in which Belden and its affiliates (collectively, the “Company”) conducts business. Where individual employees have been involved in wrongdoing, prompt and appropriate disciplinary action will be taken.

Outside Business Interest and Employment . It is the policy of the Company to employ only employees who do not engage in outside jobs or other business activities involving a firm which is competing with, selling to, or buying from the Company. If employee family members (rather than the employee) are engaged in such jobs or activities, the potential for conflict of interest exists and will be judged based on the facts and circumstances. Further, employees may be hired or retained when engaged in other outside jobs or business activity only when such activities do not interfere in any way with the job being performed for the Company. Belden’s policy is to pay fair and competitive compensation for full time work. The normal demands of full time employment are not compatible with “moonlighting” and supplemental or secondary employment is discouraged. In no event may employees have outside business interests that are in any way detrimental to the best interests of the Company.

Affiliation with Vendor and Customer Company . The Company buys many goods and services from others. In doing this, it is the policy of the Company to award business on the basis of merit, without favoritism, and wherever practicable on a competitive basis.

This Policy requires that an employee have no relationships or engage in any activities that might impair the employee’s independence of judgment. Therefore, officers, members of management and any other employee who buys or sells goods or services, or who has responsibility in connection with buying or selling, for or on behalf of the Company, together with members of any of their respective families, are prohibited from having any substantial economic interest in private or publicly held business concerns which transact business with the Company or are in competition with it. An interest is substantial if it represents a substantial proportion of such business enterprise. An employee must not have any material interest in any business in competition with the Company, or which deprives the Company of any business opportunities. This Policy shall not be construed to apply to stock interest in any corporation whose securities are regularly traded on a recognized stock exchange, even though the corporation may, in some way, be competitive with the Company, unless such investments are of such size as to have influence on the employee’s judgment on Company matters or to amount to management participation in the corporation.

Company Assets and Opportunities. Company assets must be used for legitimate business purposes. No one shall usurp a Company opportunity for personal gain.

E-Mail and Voice Mail.

Electronic mail (e-mail) and voice mail systems are provided exclusively to assist employees to conduct Company business, and are not for personal use (except on an

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Revision Date: May 24, 2007

infrequent and limited basis in conformity with this Policy and other applicable policies).

Messages sent through e-mail and the contents of employee computers as well as messages contained on voice mail are the sole property of the Company, and are considered business records of the Company. Accordingly, they may be disclosed in connection with administrative, judicial, or other proceedings.

Any communications by employees via e-mail or voice mail that may constitute verbal abuse, slander, or defamation or may be considered offensive, harassing, vulgar, obscene, or threatening are prohibited. The communication, dissemination, or printing of any copyrighted materials in violation of copyright laws is prohibited and the downloading, distribution, or sending of pornographic or obscene materials is also prohibited.

By using the Company’s e-mail and voice mail, an employee knowingly and voluntarily consents to his or her usage of these systems being monitored and acknowledges the Company’s right to conduct such monitoring. Employees should not expect that e-mail or voice mail is confidential or private and, therefore, an employee should have no expectation of privacy whatsoever related to his or her usage of these systems. Even when a message is erased, it may still be possible to recreate the message and, therefore, privacy of messages cannot be ensured to anyone.

Gifts, Favors, Entertainment and Payments Received by Employees . Purchases of supplies, materials and services must be accomplished in a manner that preserves the integrity of a procurement process based on quality, performance and cost. No employee, officer, or member of management of the Company, or members of his or her family shall accept any gifts of more than token value, unusual hospitality, lavish entertainment or other favors from third persons, which go beyond common courtesies usually associated with accepted business practice and thereby place him or her under obligation to a vendor, supplier, banker or other person soliciting or doing business with the Company.

Gifts, Favors, Entertainment and Payments by the Company . Sales of Belden’s products and services must be free from any inference or perception that favorable treatment was sought, received or given due to the furnishing of gifts, favors, entertainment or other gratuities.

Gifts, favors and entertainment may be given to others at Company expense only if they meet all of the following criteria:

Insider Trading and Confidential Information . Confidential information about the Company and its operations is the property of Belden and may be used or disclosed only in the performance of the employee’s duties. It is the responsibility of each supervisor to control the disclosure and use of confidential information by employees under his or her direction. Employees whose

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• they are consistent with accepted business practice;

• they are of sufficiently limited value, and in a form that will not be construed as a bribe or pay-off;

• they are not in contravention of applicable law and generally accepted ethical standards; and

• public disclosure of the facts, including the identity of the recipient, will not result in embarrassment to the corporate office of Belden or to the headquarters office of the recipient.

responsibilities require ongoing access to confidential information shall execute a secrecy agreement.

Employees shall not, without proper authority, give or release to anyone not employed by the Company, or to another employee who has no need for the information, data or information of a confidential nature concerning the Company.

Employees shall not make use of material, non-public information regarding Belden for their personal benefit through buying or selling Belden stock or the stock of an acquisition candidate, or otherwise. In addition, employees shall not disclose any material, non-public information to any other person who could use such information for his or her personal benefit or when buying or selling Belden stock. Material information includes significant new products, sales and earnings figures, major contracts, plans for stock splits or dividend increases, and acquisitions and mergers. It also includes important confidential information about a company with which Belden does business. As needed, advice on such matters should be sought from the Company’s General Counsel.

Bribes and Other Improper Payments . No bribe, kickback or other improper payment shall be made by or on behalf of Belden in connection with any of its businesses. Local practices or customs may be followed with regard to tips or gratuities for services rendered so long as the amount and timing of the gratuity is such that it could not reasonably be construed as a bribe. No agents’ fees or commissions shall be paid if by reason of the excessive amount thereof or requested devious method of payment it appears reasonably likely that a bribe will be paid in connection with the transaction.

Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act (“FCPA”) under U.S. law prohibits the following:

Belden and its officers, directors, employees or agents from making or authorizing payments of money or anything of value, directly or indirectly, to foreign officials, political parties or candidates for foreign political office to gain or retain business. All books, records and accounts, U.S. and non-U.S., must accurately and fairly reflect the transactions of Belden.

Employees should be sensitive to the following “red flags” when dealing with the FCPA, and should consult with the Company’s General Counsel if they arise:

Belden may be required to terminate any further dealings with a foreign sales agent to avoid a violation of the Foreign Corrupt Practices Act.

Accounting Practices .

Employees with responsibility for making public disclosures in periodic reports or other filings or in public communications shall assure that such disclosures are full, fair, accurate, timely and understandable. Any person with a concern or complaint regarding accounting, internal accounting controls, or

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• Any suggestion that bribes or other violations of law might occur during the term of the proposed agreement;

• Dealing with a close relative or business associate of a senior government official;

• Any request for an unusually high commission;

• Dealing with a country notorious for improper or corrupt practices; and

• A request for payment in cash or unusual payments to questionable parties.

audit matters is encouraged to express such concerns or complaints (on an anonymous basis, if desired) to the Chair of the Audit Committee of the Board of Directors by calling 866-BWC-8668 (866-292-8668). (See Belden’s Website at www.Belden.com under “Contact the Belden Board” for international AT&T access codes if dialing from outside the U.S.) All such communications will be forwarded promptly and directly to the Chair of the Audit Committee and will be kept in strict confidence.

Belden must maintain a system of internal accounting controls to provide adequate corporate supervision over the accounting and reporting activities at all levels.

No undisclosed or unrecorded fund or asset shall be established for any purpose. No withdrawal shall be made from any disbursement account except by check or other acceptable means of transfer customarily used by major banks, and then only by authorized personnel, and no check shall be made payable to “cash” or other unidentifiable payee.

No false or artificial entries shall be made in the books and records of Belden or any subsidiary for any reason and no employee shall engage in any arrangement that results in such entry.

No payment shall be approved or made with the intention or understanding that any part of such payment is to be used for a purpose other than that disclosed by the documents supporting the payment.

Political Contributions . Employees shall not use Company funds or assets for contributions of any kind to any political party or committee in the United States or to any candidate for, or holder of, any office of any government—national, state or local—in the U.S. In countries other than the U.S., the policy shall be determined in accordance with local law and practice as well as U.S. law. But under no circumstances shall any such contribution be made unless:

It is the policy of the Company to encourage free and open elections in those countries where such is the practice. The Company recognizes the needs of candidates for public office to have the financial and personal support of members of the electorate. To this end, the Company encourages its employees to contribute their personal funds and their personal time to the support of candidates of their choice. Good judgment should be exercised and we do not encourage involvement in political activities to the extent that an individual’s work effort is impaired.

Individual Charitable Contributions . It is contrary to Company policy to pressure employees into making individual contri-butions to charitable fund drives such as the United Way in the U.S.

We believe that employees should be encouraged to assume the obligations of responsible citizenship and support recognized charities, but under no circumstances should an employee ever directly or indirectly be led to believe that his or her position in the Company, or his or her chance of future advancement, is conditioned in any way on the employee’s response to such activities.

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• a proposal to make such a political contribution has been submitted to the Chief Executive Officer and Company approval for the contribution has been received; and

• such contribution is recorded in the accounting records as such.

Antitrust/Competition Laws. Belden’s policy is to compete vigorously, fairly and in compliance with laws that prohibit unreasonable restraints of trade or monopolies (these are known as “antitrust” laws). These laws are designed to create a level playing field in the marketplace. The outline below is intended to help employees recognize when an antitrust concern may arise. When in doubt, an employee should consult with the Company’s General Counsel.

U.S. law prohibits certain conduct, including:

To reduce the risk of violating antitrust laws dealing with agreements between competitors, employees should not talk to competitors about Belden’s business or the competitor’s business with respect to:

At trade association meetings or sales shows, an employee should withdraw from any meeting with competitors where the above topics are discussed and notify the Company’s legal counsel of the incident. The Company has an “Antitrust Policy Bulletin” that addresses in detail U.S. antitrust laws. This policy is available by contacting the Company’s General Counsel.

Exports. The United States, and to a more limited extent other countries, regulate and in some instances restrict the export of products, materials and technology to certain countries or certain end-users. U.S. law also requires U.S. firms and certain of their foreign affiliates to refuse to participate in foreign boycotts that the U.S. government does not sanction, such as the Arab League boycott of Israel. The Company has an “Export and Antiboycott Control Policy and Procedures” and has designated export compliance coordinators at its facilities to ensure compliance by the Company and its affiliates with applicable export and antiboycott laws. Employees should consult with the General Counsel if they have questions regarding the scope or application of these laws to their operations.

Respecting the Intellectual Property Rights of Others. Belden’s policy is to respect the patents, copyrights, licenses and trade secrets of others, including competitors and suppliers. Employees should not make unauthorized copies of copyrighted materials. Special care should be taken in acquiring software from others. As intellectual property, software is protected by copyright, and may also be protected by patent, trade secret or as confidential information. Before installing any software on or copying any software from the Company’s computer systems, you should check with the person at your Belden location who oversees information technology. Employees should review the Company’s “Copyright Policy” for more information regarding such matters.

Harassment. Belden provides a workplace free from unlawful and improper “harassment” of employees. Harassment includes sexual and racial harassment. Each employee has the responsibility to cooperate in maintaining a workplace free from unlawful and improper harassment. The

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• agreements between competitors to fix prices;

• agreements between competitors to divide markets or customers; and

• agreements between competitors to regulate or limit production.

• past, present, or future prices;

• pricing policies or strategies;

• requests for quotations or bids;

• discounts and promotions; and

• whether or how to deal with a customer, or a group of customers.

Company considers harassment a serious act of misconduct, and violators will be subject to disciplinary action, including discharge. Each employee should consult with Human Resources for a copy of the Company’s “Harassment Policy Bulletin” , which provides more information regarding this matter.

Effect of Directorships on Transactions . The directors of Belden Inc. are persons of diversified business interests, and are connected with other corporations and firms with which, from time to time, the Company has business dealings. No contract or other transaction between Belden and any other corporation or firm shall be affected by the fact that any director of the Company is interested in, or is a director or officer of such other corporation or firm. No director of Belden Inc. shall vote on any transaction in which he, or a company or firm with which he has a connection, shall be interested.

No employee of Belden shall serve as the director of any other firm which is organized for profit without the written approval of Belden’s Chief Executive Officer.

Disclosures . It is the responsibility of the concerned director or employee to report, without undue delay, to the General Counsel or division general manager, as applicable, all participation in any outside business relationship or other activity which might involve an actual or potential conflict of interest, and all professional or consultant ventures for compensation, including directorships, so that action may be taken to determine whether a problem exists and, if so, to eliminate it. The division general manager shall confer with the General Counsel, as necessary, concerning interpretation and application of this Policy to particular situations.

This requirement in no way limits or restricts the prerogative of the Chairman of Belden Inc. to request any employee to submit a statement of disclosure at any time or as frequently as the Chairman may deem necessary. In the event that changing circumstances alter the statements or representations made in the original statement of disclosure, it is the responsibility of the employee to submit such additional statements as will keep and maintain all information current.

It is difficult to describe all of the circumstances and conditions that border on situations that might be considered a conflict of interest. The Company recognizes that there can be borderline situations, and these situations will be reasonably considered with full recognition of the attendant circumstances. Accordingly, the Company encourages employees to talk to their supervisors or managers when in doubt about the best course of action in a particular situation. Where a definite possibility of a conflict of interest is determined, the employee will be given a reasonable time to correct the conflict.

In implementing this Policy, it is vital that management be made aware of any violation so that corrective action can be taken promptly. Belden calls on each employee to report any violation or apparent violation of this Policy. The Company strongly encourages employees to work with their supervisors in making such reports. In addition, employees may report violations by calling or reporting in writing to:

Kevin L. Bloomfield General Counsel Belden Inc. 7701 Forsyth Boulevard, Suite 800 St. Louis, MO 63105

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Any employee who, in good faith, reports what he or she believes to be a violation of this Policy will not be subject to any disciplinary action or retaliation on account of making such a report. To the fullest extent possible, the identity of an employee making a report will be kept confidential. If an employee feels that he or she is being treated unfairly because of reporting a violation, this should immediately be brought to the attention of the General Counsel. The General Counsel to the extent possible will investigate anonymous reports.

Compliance and Discipline . Violations of this Policy will result in disciplinary action that may include termination, referral for criminal prosecution, and reimbursement to Belden for any losses or damages resulting from the violation. As with all matters involving investigations of violations and discipline, principles of fairness and dignity will be applied. Any employee charged with a violation of this Policy will be afforded an opportunity to explain his or her actions before disciplinary action is taken.

Disciplinary action will be taken:

Only the Board of Directors of Belden Inc. may make any waiver of this Policy for Belden’s executive officers or directors.

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• against employees who authorize or participate directly in actions which are a violation of this Policy;

• against any employee who may have deliberately failed to report a violation or deliberately withheld relevant and material information concerning a violation of this Policy;

• against the violator’s managerial superiors, to the extent that the circumstances of the violation reflect inadequate supervision or a lack of diligence; or

• against any supervisor who retaliates, directly or indirectly, or encourages others to do so, against an employee who reports a suspected violation of this Policy.

EXHIBIT 21.1

LIST OF SUBSIDIARIES OF BELDEN INC.

Country/State of Entity Incorporation Anglo-American Cables Ltd. (Incorporated in the United Kingdom) Belden AB (Incorporated in Sweden) Belden Asia (Hong Kong) Limited (Incorporated in Hong Kong) Belden Asia (Thailand) Limited (Incorporated in Thailand) Belden Australia Pty Ltd. (Incorporated in Australia) Belden Brasil Comerical Ltda. (Incorporated in Brazil) Belden (Canada) Finco Limited Partnership (Canadian Limited Partnership) Belden CDT (Canada) Inc. (Incorporated in Canada) Belden CDT European Shared Services (Incorporated in The Netherlands) Belden CDT International, Inc. (Incorporated in Delaware) Belden CDT Networking, Inc. (Incorporated in Washington) Belden Communications Holding (Incorporated in Delaware) Belden de Sonora SA. de CV (Incorporated in Mexico) Belden Deutschland GmbH (Incorporated in Germany) Belden-Duna Kabel Kft (Incorporated in Hungary) Beldwn-EIW GmbH & Co. Kg (German Limited Partnership) Belden Electronics Argentina S.A. (Incorporated in Argentina) Belden Electronics GmbH (Incorporated in Germany) Belden Electronics, S.A. de CV (Incorporated in Mexico) Belden Electronics S.a.r.l. (Incorporated in France) Belden Europe B.V. (Incorporated in The Netherlands) Belden Global C.V. & Belden Wire & Cable B.V. Finance Gbr (German Civil Code Partnership) Belden Far East Holdings, B.V. (Incorporated in The Netherlands) Belden Global CV (Netherlands Limited Partnership) Belden Holdings, Inc. (Incorporated in Delaware) Belden 1993 Inc. (Incorporated in Delaware) Belden India Private Limited (Incorporated in India) Belden Insurance Company (Inactive) (Incorporated in Vermont) Belden International Holdings, B.V. (Incorporated in The Netherlands) Belden Technologies, Inc. (Incorporated in Delaware) Belden Logistic Services B.V. (Incorporated in The Netherlands) Belden Singapore Private Limited (Incorporated in Singapore) Belden (UK) Finco Limited Partnership (United Kingdom Limited Partnership) Belden (UK) Limited (Incorporated in the United Kingdom) Belden Wire & Cable B.V. (Incorporated in The Netherlands) Belden Wire & Cable Company (Incorporated in Delaware) Belden Wire & Cable Trading (Shanghai) Co. Ltd. (Incorporated in China) Cable Design Technologies (Deutschland) Gmbh (Incorporated in Germany) CDT International Holdings, Inc. (Incorporated in Delaware) CDTCO Ltd. (Incorporated in Bermuda) CDT/Nordic Holding AB (Incorporated in Sweden)

Country/State of Entity Incorporation Cekan/CDT AS (Incorporated in Denmark) Dalian LTK Electric Wire Ltd. (Incorporated in China) HEW-Kabel/CDT Gmbh & Co. Kg (Incorporated in Germany) HEW-Kabel/CDT Skandinaviska AB (Incorporated in Sweden) HEW-Kabel/CDT Verwaltungs GmbH (Incorporated in Germany) Hirschmann Automation & Control B.V. (Incorporated in The Netherlands) Hirschmann Automation & Control GmbH (Incorporated in Germany) Hirschmann Automation and Control Inc. (Incorporated in Delaware) Hirschmann Automation & Control K.K. (Incorporated in Japan) Hirschmann Automation & Control Ltd. (Incorporated in the United Kingdom) Hirschmann Automation & Control Pte Ltd. (Incorporated in Singapore) Hirschmann Automation & Control S.A.S. (Incorporated in France) Hirschmann Automation & Control S.L. (Incorporated in Spain) Hirschmann Automation & Control (Shanghai) Co. Ltd. (Incorporated in China) Hirschmann Electronics GmbH (Incorporated in Germany) Hirschmann Industries GmbH (Incorporated in Germany) Hirschmann Verwaltungs GmbH (Incorporated in Germany) Huizhou LTK Electronic Cable Limited (Incorporated in China) ITC/CDT Industria Tecnica CAVI S.r.l. (Incorporated in Italy) LTK Cable (Huizhou) Ltd. (Incorporated in China) LTK Cable Technology Ltd. (Incorporated in Taiwan) LTK Electric Wire (Huizhou) Limited (Incorporated in China) LTK Electronic Cables (Suzhou) Limited (Incorporated in China) LTK Industries (Suzhou) Limited (Incorporated in China) LTK International Limited (Incorporated in Hong Kong) LTK Technologies Co., Limited (Incorporated in Japan) LTK Wiring Co. Limited (Incorporated in Hong Kong) LTK Wiring (Chongqing) Company Limited (Incorporated in China) Microlog Logistiche Dienstleistungen GmbH (Incorporated in Germany) Ningbo Hirschmann Electronics Co. Ltd. (Incorporated in China) Nordx CDT Corp. (Incorporated in Delaware) Nordx/CDT Limited (Incorporated in the United Kingdom) Noslo Limited (Incorporated in the United Kingdom) Raydx/CDT Limited (Incorporated in the United Kingdom) Red Hawk/CDT Inc. (Incorporated in Delaware) Shanghai LTK Electronic Cables Limited (Incorporated in China) Thermax/CDT Inc. (Incorporated in Delaware) X-Mark/CDT, Inc. (Incorporated in Pennsylvania) Xuzhou Hirschmann Electronics Co. Ltd. (Incorporated in China)

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements and the related prospectuses:

Registration Statement (Form S-3 No. 333-110944) pertaining to the registration of $110,000,000 of the convertible subordinated debentures of Belden Inc. (formerly Cable Design Technologies Corporation).

Registration Statement (Form S-8 No. 33-73272) pertaining to the Cable Design Technologies Corporation Long-Term Performance Incentive Plan of Belden Inc. (formerly Cable Design Technologies Corporation).

Registration Statement (Form S-8 No. 333-2450) pertaining to the Cable Design Technologies Corporation Supplemental Long-Term Performance Incentive Plan of Belden Inc. (formerly Cable Design Technologies Corporation).

Registration Statement (Form S-8 No. 333-80229) pertaining to the Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan of Belden Inc. (formerly Cable Design Technologies Corporation).

Registration Statement (Form S-8 No. 333-73790) pertaining to the Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan of Belden Inc. (formerly Cable Design Technologies Corporation).

Registration Statement (Form S-8 No. 33-83154, No. 333-74923, No. 333-51088) pertaining to the Long-Term Incentive Plan of Belden 1993 Inc. (formerly Belden Inc.)

Registration Statement (Form S-8 No. 333-107241) pertaining to the 2003 Long-Term Incentive Plan of Belden 1993 Inc. (formerly Belden Inc.).

Registration Statement (Form S-8 No. 333-117906) of Belden Inc. (formerly Belden CDT Inc.) pertaining to the foregoing two plans (the Belden 1993 Inc. Long-Term Incentive Plan and the Belden 1993 Inc. 2003 Long-Term Incentive Plan).

Registration Statement (Form S-8 No. 333-138177) of Belden Inc. (formerly Belden CDT Inc.) pertaining to the 2001 Long-Term Performance Incentive Plan.

Registration Statement (Form S-8 No. 333-138179) of Belden Inc. (formerly Belden CDT Inc.) pertaining to the Executive Employment Agreement with John Stroup.

Registration Statement (Form S-4 No. 333-145756) of Belden Inc. pertaining to the registration of $350,000,000 of the senior subordinated notes of Belden Inc.

of our reports dated February 28, 2008, with respect to the consolidated financial statements and schedule of Belden Inc. and the effectiveness of internal control over financial reporting of Belden Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2007.

/s/ Ernst & Young LLP

St. Louis, Missouri February 28, 2008

EXHIBIT 24.1

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/ Lorne D. Bain Lorne D. Bain

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/Lance Balk Lance C. Balk

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/David J. Aldrich David J. Aldrich

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/Bryan Cressey Bryan C. Cressey

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/M. F. O. Harris Michael F. O. Harris

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/Glenn Kalnasy Glenn Kalnasy

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/John Monter John M. Monter

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/Bernard G. Rethore Bernard G. Rethore

POWERS OF ATTORNEY FROM MEMBERS OF THE BOARD OF DIRECTORS OF BELDEN INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN INC. (the “Company”), does constitute and appoint JOHN S. STROUP, with full power and substitution, her true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the execution and filing of the Annual Report (Form 10-K) of Belden Inc. for the fiscal year ended December 31, 2007 (the “Annual Report”), including specifically the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to the Annual Report or to any amendments thereto filed with the Securities and Exchange Commission and to any instrument or document filed as part of, as an exhibit to, or in connection with such Annual Report or amendments, and the undersigned does hereby ratify and confirm as her own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 29th day of February 2008.

/s/Judy Brown Judy Brown

Exhibit 31.1

CERTIFICATE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John S. Stroup, certify that:

February 29, 2008

1. I have reviewed this annual report on Form 10-K of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ John S. Stroup John S. Stroup President, Chief Executive Officer and Director

Exhibit 31.2

CERTIFICATE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Gray G. Benoist, certify that:

February 29, 2008

1. I have reviewed this annual report on Form 10-K of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Gray G. Benoist Gray G. Benoist Vice President, Finance and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Belden Inc. (the “Company”) on Form 10-K for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Stroup, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

/s/ JOHN S. STROUP John S. Stroup President and Chief Executive Officer February 29, 2008

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

EXHIBIT 32.2

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Belden Inc. (the “Company”) on Form 10-K for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gray G. Benoist, Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GRAY G. BENOIST

Gray G. Benoist Vice President, Finance and Chief Financial Officer February 29, 2008