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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)x
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2003oro
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from  to
 Commission File No. 1-12280 BELDEN INC. (Exact Name of Registrant as Specified in Its Charter)
 Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    76-0412617
(IRS Employer
Identification No.)
 7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices and Zip Code)(314) 854-8000
(Registrants Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of Each ExchangeTitle of Each Class
    
    on Which RegisteredCommon Stock, $.01 par value
    
    The New York Stock ExchangePreferred Stock Purchase Rights
    
    The New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) 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 X 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. x Indicate by check mark whether the registrant is an accelerated filer (as
defined Rule 12b-2 of the Act). Yes X No    At June 30, 2003, the aggregate market value of Common Stock held by
non-affiliates was $396,950,934 based on the closing price ($15.89) of such
stock on such date. There were 25,783,350 shares of Common Stock outstanding on March 1, 2004. DOCUMENTS INCORPORATED BY REFERENCE None. 1




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TABLE OF CONTENTS Form 10-KItem No.
    
    Name of Item
    
    PagePart IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    3Item 11.
    
    Executive Compensation
    
    
    9Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    18Item 14.
    
    Principal Accountant Fees and Services
    
    
    20Part IV.Item 15.
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    22SignaturesCertification of the Chief Executive OfficerCertification of the Chief Financial OfficerCertification of the Chief Executive OfficerCertification of the Cheif Financial Officer
  EXPLANATORY NOTE Certain information required by Part III was to be incorporated by reference to
the definitive joint proxy statement/prospectus for the Companys annual
meeting of stockholders (the Joint Proxy Statement). The Companys
definitive Joint Proxy Statement will not be filed with the Commission within
120 days of the end of the fiscal year ended December 31, 2003. Part III, Items
10 through 12 and Item 14, are hereby amended by this amendment to the
Companys Annual Report on Form 10-K. This filing makes no other changes. 2




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PART III 
 Item 10. Directors and Executive Officers of the Registrant Directors of the Registrant Director
    
    Audit
    
    Compensation
    
    Governance and NominatingChristopher I. Byrnes
    
    
    
    
    
    
    X
    *
    
    
    XWhitson Sadler
    
    
    
    
    
    
    X
    
    
    
    X
    *John M. Monter
    
    
    
    
    
    
    X
    
    
    
    XBernard G. Rethore
    
    
    X
    *
    
    
    
    
    
    
    XLorne D. Bain
    
    
    X
    
    
    
    
    
    
    
    XArnold W. Donald
    
    
    X
    
    
    
    
    
    
    
    XC. Baker CunninghamNumber of Meetings in 2003
    
    
    8
    
    
    
    4
    
    
    
    3
 X
 Committee member, *  Chair Class II Directors: Term Expiring in 2007 Lorne D. Bain, 62, has been a director of Belden since 1993. Until
September 2000, he served as Chairman, President and Chief Executive Officer of
WorldOil.com, a trade publication and Internet-based business serving the
oilfield services industry. From 1997 to February 2000, he was Managing
Director of Bellmeade Capital Partners, L.L.C., a venture capital firm. From
1991 to 1996, he was Chairman and Chief Executive Officer of Sanifill, Inc., an
environmental services company. Mr. Bain received a B.B.A. degree from St.
Edwards University, a Juris Doctor degree from the University of Texas School
of Law and completed Harvard Business Schools Advanced Management Program. Bernard G. Rethore, 62, has been a director of Belden since 1997. In 1995
he became Director, President and Chief Executive Officer of BW/IP, Inc., a
supplier of fluid transfer equipment, systems and services, and was elected its
Chairman in 1997. In July 1997, Mr. Rethore became Chairman and Chief Executive
Officer of Flowserve Corporation, which was formed by the merger of BW/IP, Inc.
and Durco International, Inc. In 2000 he retired as an executive officer and
director and was named Chairman of the Board Emeritus. From 1989 to 1995, Mr.
Rethore was Senior Vice President of Phelps Dodge Corporation and President of
Phelps Dodge Industries. Mr. Rethore is a director of Maytag Corporation,
Amcast Industrial Corporation, Dover
Corporation and Walter Industries, Inc. He received a 3




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B.A. degree in
economics (Honors) from Yale University and an M.B.A. degree from the Wharton
School of the University of Pennsylvania. Arnold W. Donald, 49, has been a director of Belden since 2000. He is
Chairman of Merisant Company. He joined the Monsanto Company in St. Louis in
1977, holding various positions over the next twenty-three years, including
President of Monsantos Nutrition and Consumer sectors and Senior Vice
President of the parent company. In March 2000, he became Chairman and CEO of
Merisant, a newly-formed company which markets global sweeteners under the
brands Equal® and Canderel®. Mr. Donald is a director of Crown Cork & Seal Co.
Inc., Scotts Company and Carnival Corporation. He received a B.A. degree in
Economics from Carleton College, a B.S. degree in Mechanical Engineering from
Washington University in St. Louis, and a M.B.A. in Finance from the University
of Chicago Graduate School of Business. He is a director of Crown Cork & Seal
Co. Inc., The Scotts Company, Oil-Dri Corporation, Carnival Corporation and The
Laclede Group. Class III Director: Term Expiring in 2005 C. Baker Cunningham, 62, has been Chairman, President and Chief Executive
Officer of Belden since its incorporation in July 1993. From February 1982
until July 1993, he was an Executive Vice President, Operations, of Cooper
Industries, Inc., a manufacturer of electrical equipment and tools and hardware
and the former parent corporation of Belden. Mr. Cunningham has a B.S. degree
in civil engineering from Washington University, an M.S. degree in civil
engineering from Georgia Institute of Technology and an M.B.A. from Harvard
Business School. He is a director of Cooper Cameron Corporation. Class I Directors: Term Expiring in 2006 Christopher I. Byrnes, 54, has been a director of Belden since 1995. He
has been Dean of the School of Engineering and Applied Science of Washington
University since 1991. He has served on the engineering faculty at Arizona
State, Harvard, and the Royal Institute of Technology in Stockholm. He has
held visiting appointments in Austria, France, Germany, Italy, Japan, The
Netherlands, Sweden and the former Soviet Union. Dr. Byrnes was elected a
Fellow of the Institute of Electrical and Electronics Engineers and of the
Japan Society for the Promotion of Science. Dr. Byrnes received a B.S. degree
in mathematics from Manhattan College and M.S. and Ph.D. degrees in mathematics
from the University of Massachusetts. In 1998, he received an Honorary Doctor
of Technology from the Royal Institute of Technology in Stockholm. John M. Monter  56, has been a director of Belden since 2000. Since
1996, he has been President and Chief Executive Officer of Brand Services, Inc.
(Brand), and since 2001, he has been Chairman of the Board of Directors of
Brand and Chairman of its parent company, DLJ Brand Holdings. Brand is a
supplier of scaffolding and specialty industrial services. From
1993 to 1996, he was President of the Bussmann Division of 4




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Cooper
Industries, Inc. Bussmann manufactures electrical and electronic fuses. He is
a director of Hyco International. Mr. Monter received a B.S. degree in
journalism from Kent State University and an M.B.A. degree from the University
of Chicago. Whitson Sadler, 63, has been a director of Belden since 2000. Since
January 2002, he has been a member of the supervisory board of Solvay S.A.
(Solvay). Solvay, headquartered in Brussels, produces chemicals, plastics,
and pharmaceuticals. From 1978 to December 31, 2001, he was President and
Chief Executive Officer of Solvay America, Inc., an affiliate of Solvay. Prior
to joining Solvay, Mr. Sadler was a General Partner of Lazard Frères & Company.
Mr. Sadler received a B.A. degree in economics from the University of the
South and a M.B.A. degree from Harvard Business School. Committees of the Registrants Board of Directors Beldens board has seven members and three committees: Audit,
Compensation, and Governance and Nominating. During 2003, Beldens board had
four regular meetings and two special meetings. All directors attended 75% or
more of the meetings of Beldens board and of Beldens board committees on
which they served. Beldens board has determined that each of Messrs. Bain, Byrnes, Donald,
Monter, Rethore and Sadler does not have a material relationship with Belden
and each is independent as defined under the general listing standards of the
NYSE. In making these determinations, Beldens board used the following
guidelines: A director would not be independent if, within the past three
years, (i) the director was employed by Belden; (ii) an immediate family member
of the director was employed by Belden as an executive officer, (iii) the
director was employed by or affiliated with Beldens independent auditors
(Ernst & Young and KPMG); (iv) an immediate family member of the director was
employed by Beldens auditors as a partner, principal or manager; (v) one of
Beldens executive officers was on the board of directors of a company which
employed the director, or which employed an immediate family member of the
director, as an executive officer; or (vi) the director was an executive
officer or employee (or whose immediate family member was an executive officer)
of a company that does business with Belden and the annual sales to, or
purchases from, Belden exceed the greater of $1 million or 2% of the other
companys revenues. In 1993, Belden adopted a written conflict of interest and ethical conduct
policy that applies to all directors, officers (including its chief executive
officer, chief financial officer and controller) and employees. Copies of the
policy, along with Beldens written corporate governance guidelines and
charters for its three board committees, may be obtained at its web site at
www.belden.com or by making a written request to the Corporate Secretary at
Belden Inc., 7701 Forsyth Boulevard, Suite 800, St. Louis, MO 63105. 5




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The Audit Committee The Audit Committee, composed of independent, non-employee directors, met
eight times in 2003, four meetings were telephonic. The Committee operates
under a written charter approved by Beldens board, which is attached as Annex
E to this joint proxy statement/prospectus. The Committee assists Beldens
board in overseeing Beldens corporate accounting and reporting practices by:
meeting with the its financial management and auditors (Ernst & Young LLP) to
review the financial statements, quarterly earnings releases and financial data
of Belden; reviewing and selecting the independent auditors who will audit
Beldens financial statements; reviewing the selection of the internal auditors
(KPMG LLP) who provide internal audit services; reviewing the scope, procedures
and results of Belden audits; and evaluating Beldens key financial and
accounting personnel. Beldens board has determined that each of Messrs.
Rethore, Bain and Donald is an Audit Committee Financial Expert as defined in
the rules pursuant to the Sarbanes-Oxley Act of 2002. Belden has selected Ernst & Young to be its independent financial auditors
for fiscal year 2004. Audit Committee Report The Audit Committee assists Beldens board of Directors in its general
oversight of Beldens financial reporting process. Management is responsible
for the preparation and presentation of Beldens financial statements. Ernst &
Young LLP, Beldens independent auditor for 2003, is responsible for performing
an independent audit of the consolidated financial statements and expressing an
opinion on the conformity of Beldens audited financial statements with
generally accepted accounting principles. The Committee reviews the Audit
Committee charter annually. Beldens board has reviewed the NYSE listing
standards of the definition of independence for audit committee members and has
determined that each member of the Committee meets the standard. The Committee has reviewed and discussed the audited financial statements
of Belden for the year 2003 with Beldens management and has discussed with
Ernst & Young the matters that are required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380), as may be
modified or supplemented. Ernst & Young has provided to the Committee the written disclosures and
the letter required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and the Committee has
discussed with Ernst & Young their independence. The Committee has concluded
that Ernst & Youngs provision of non-audit services to Belden and its
subsidiaries is compatible with Ernst & Youngs independence. Based on these reviews and discussions, the Committee recommended to the
board of directors that the audited financial statements be included in
Beldens Annual Report on Form 10-K for 2003. Bernard G. Rethore (Chair), Lorne D. Bain, Arnold W. Donald 6




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Compensation Committee The Compensation Committee, composed of independent, non-employee
directors, met four times in 2003. The Committee determines, approves and
reports to Beldens board on all elements of compensation for Beldens elected
officers. The Committee also assists Belden in developing compensation and
benefit strategies to attract, develop and retain qualified employees. The
Committee operates under a written charter approved by Beldens board. Governance and Nominating Committee In November 2002, Beldens board established the Governance and Nominating
Committee. Beldens board has determined that each member meets the
independence requirements of the NYSE listing standards. The Committee met
three times in 2003. The Governance and Nominating Committee is governed by a charter, a
current copy of which is available on our corporate website at www.belden.com
under the heading Corporate Governance. A copy of the charter is also
available in print to stockholders upon request, addressed to the Corporate
Secretary at 7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105. The Committees responsibilities with respect to its governance function
include considering matters of corporate governance and reviewing and revising
Beldens corporate governance guidelines, code of conduct and conflict of
interest policy. The Committee Chair, Mr. Sadler, presides over all
non-management executive sessions of Beldens board. The Governance and Nominating Committee identifies, evaluates and
recommends nominees for Beldens board for each annual meeting; evaluates the
composition, organization, and governance of Beldens board and its committees;
and develops and recommends corporate governance principles and policies
applicable to Belden. The Governance and Nominating Committee will consider nominees recommended
by stockholders if such nominations are submitted to Belden prior to the
deadline for proposals to be included in future proxy statements as noted below
under the caption Future Stockholder Proposals-Belden. To have a candidate
considered by the Committee, a stockholder must submit the recommendation in
writing and must include the following information:  
    
    The name of the stockholder and evidence of the persons
ownership of Belden stock, including the number of shares owned
and the length of time of ownership; and
    
    The name of the candidate, the candidates resume or a
listing of his or her qualifications to be a director of Belden
and the persons consent to be named as a director if selected by
the Committee and nominated by Beldens board. 7




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In considering candidates submitted by stockholders, the Committee will
take into consideration the needs of Beldens board and the qualifications of
the candidate. The Committee may also take into consideration the number of
shares held by the recommending stockholder and the length of time that such
shares have been held. The Committee believes that the minimum qualifications
for serving as a director of Belden are that a nominee demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to Beldens boards oversight of the business and affairs of
Belden and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Committee examines a candidates specific experiences and skills, time
availability in light of other commitments, potential conflicts of interest and
independence from management and Belden. The Committee also seeks to have
Beldens board represent a diversity of backgrounds and experience. The Committee identifies potential nominees by asking current directors
and executive officers to notify the Committee if they become aware of persons,
meeting the criteria described above, who have had a change in circumstances
that might make them available to serve on Beldens board. The Committee also,
from time to time, may engage firms that specialize in identifying director
candidates. As described above, the Committee will also consider candidates
recommended by stockholders. Once a person has been identified by the Committee as a potential
candidate, the Committee may collect and review publicly available information
regarding the person to assess whether the person should be considered further.
If the Committee determines that the candidate warrants further consideration,
the Chairman or another member of the Committee contacts the person.
Generally, if the person expresses a willingness to be considered and to serve
on Beldens board, the Committee requests information from the candidate,
reviews the persons accomplishments and qualifications, including in light of
any other candidates that the Committee might be considering, and conducts one
or more interviews with the candidate. In certain instances, Committee members
may contact one or more references provided by the candidate or may contact
other members of the business community or other persons that may have greater
first-hand knowledge of the candidates accomplishments. The Committees
evaluation process does not vary based on whether or not a candidate is
recommended by a stockholder, although, as stated above, Beldens board may
take into consideration the number of shares held by the recommending
stockholder and the length of time that such shares have been held. If Belden timely received a recommendation from a stockholder owning more
than 5% of Beldens voting stock for at least one year, and the stockholder and
candidate provided timely written consent and otherwise complied with the
requirements for submitting director
recommendations to Belden, Belden will identify the candidate and
recommending stockholder and disclose whether the Committee chose to nominate
the candidate. 8




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Communications with Directors Beldens board has established a process to receive communications from
stockholders and other interested parties. Stockholders and other interested
parties may contact any member (or all members) of Beldens board (including
Whitson Sadler, the Chair of the Governance and Nominating Committee and
presiding director for non-management director meetings), any board committee
or any chair of any such committee by mail, Beldens hotline or electronically.
To communicate with Beldens board of directors, any individual directors or
any group or committee of directors, correspondence should be addressed to
Beldens board of directors or any such individual directors or group or
committee of directors by either name or title. All such correspondence should
be sent c/o Corporate Secretary at 7701 Forsyth, Suite 800, St. Louis, MO
63105. To communicate with any of our directors electronically or through
Beldens hotline, stockholders should go to our corporate website at
www.belden.com. Under the headings Corporate Governance, you will find
Beldens hotline number (with access codes when dialing outside the U.S.) and
an e-mail address that may be used for writing an electronic message to
Beldens board, any individual directors, or any group or committee of
directors. Please follow the instructions on our website in order to send your
message. All communications received as set forth in the preceding paragraph will
be opened by (or in the case of the hotline, initially reviewed by) the office
of our corporate ombudsman for the sole purpose of determining whether the
contents represent a message to our directors. Any contents that are not in
the nature of advertising, promotions of a product or service or patently
offensive material will be forwarded promptly to the addressee. In the case of
communications to Beldens board or any group or committee of directors, the
corporate ombudsmans office will make sufficient copies of the contents to
send to each director who is a member of the group or committee to which the
envelope or e-mail is addressed. In addition, it is Belden policy that each of our directors attend the
Annual Meeting. All of our directors were in attendance at the 2003 Annual
Meeting. Information regarding executive officers is set forth in Part I herein
under the heading Executive Officers. 
 Item 11. Executive Compensation Executive Compensation Report of the Compensation Committee The compensation program for Belden executive officers is designed to
motivate performance so individual and company objectives are aligned and
achieved. The main compensation objective for executive officers is to enhance
shareholder value over the long term. The Committee strives to achieve this
goal by providing competitive base salaries to attract, motivate and retain
employees; an annual cash bonus that gives management cash 9




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incentives for
achievement of pre-determined performance targets; and long-term compensation
awards so managements interest is aligned with that of other shareholders. The Committee approves individual officer salaries, bonuses, and awards
under Beldens long-term incentive plans. For other employees, the Committee
reviews guidelines for compensation and approves bonuses and any awards under
Beldens long-term plans. Pursuant to Belden policies, salaries are adjusted based on competitive
conditions and past individual performance. To gauge competitive conditions,
salaries are structured so the midpoint salary range for an employee is at the
50th percentile of salaries paid by companies in a broad-based industrial
companies survey. Management is eligible to receive an annual incentive cash bonus of up to
100% of his or her base salary based on the achievement of predetermined
performance criteria. At the target level, participant may receive a bonus of
50% of base salary, and at the maximum level a bonus of 100% of base salary.
The criteria for Mr. Cunningham are based solely on working capital (33%) and
earnings per share (67%). For officers other than Mr. Cunningham, an individual
performance element is included with the weight assigned to each as follows:
53% earnings per share; 27% working capital; and 20% individual performance. The Committee establishes the performance goals for the bonus program at
the beginning of the year of performance. Beldens overall financial
performance determines the size of the bonus pool to be distributed to the
executives participating in the program. For the year 2003, Belden exceeded
its target working capital goal (measured as a percent of revenues) but did not
reach the minimum threshold level for its earnings per share goal. Target
working capital was 20.6%; actual working capital was 19.7%. Based on these
performance measures, Mr. Cunningham received a cash bonus of $350,000. Beldens long-term incentive plan authorizes the Committee to grant
officers and key management various awards intended to promote success by
aligning employee financial interests with long-term shareholder value. Awards
that may be granted under the plan include stock options and restricted shares.
Last year, the Committee made awards of restricted shares or stock options (or
both) to key management, including officers. Consistent with the purpose of
the plan, the options were issued at market value on the grant date. They vest
over three years and expire in ten years. The restricted shares cannot be
transferred or disposed of for three years and the holder forfeits his shares
if he leaves Belden before expiration of the three-year vesting period. All
dividends accrued on the restricted shares are accumulated and become payable
only upon vesting. The size of individual grants of options and restricted
shares was based on various factors primarily
relating to the responsibilities of the individual officer, and the
recipients expected future contributions and prior grants. The compensation policies noted above apply equally to the compensation of
Mr. Cunningham; the Committee is responsible for determining his salary, any
cash bonus, or any award under Beldens long-term incentive plans. 10




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In 2003, based on the recommendations of its compensation consultant, the
Committee decided to change the long-term award mix of restricted stock and
stock options to include a cash component. Compared to the previous mix of 52%
options and 48% restricted shares, now the mix of long-term awards is a mix of
25% options, 25% restricted shares and 50% cash. To implement these changes,
last year, Belden adopted a cash long-term performance plan having performance
cycles of four years (with new cycles beginning each year). Performance
measures are based on the average annual growth rate of EBITDA (compared with
the Dow Jones Electrical Equipment Index), assuming a Return on Invested
Capital payout threshold (using same index) is met. Starting in 2007, cash
awards could be made under this plan if the performance criteria are met. Section 162(m) of the Internal Revenue Code imposes a limitation on the
deductibility of nonperformance-based compensation in excess of $1 million paid
to the executive officers named in the compensation table. Although the
Committee considers this provision when reviewing executive compensation, the
Committee uses sound business judgment to determine whether specific
compensation programs are appropriate, even if certain elements may not meet
the performance criteria under the tax code provision. Christopher I. Byrnes (Chair), Whitson Sadler, John M. Monter 11




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Summary Compensation Table Annual Compensation
    
    Long Term Compensation AwardsRestricted
    
    Securities
    
    All OtherName & Principal
    
    
    
    
    
    Salary(1)
    
    Bonus(2)
    
    Stock Awards (3)
    
    Underlying
    
    Compensation(5)Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    Options(4)
    
    ($)C. Baker Cunningham
    
    
    2003
    
    
    
    606,667
    
    
    
    350,000
    
    
    
    337,500
    
    
    
    50,000
    
    
    
    39,558Chairman, President
    
    
    2002
    
    
    
    587,499
    
    
    
    0
    
    
    
    421,800
    
    
    
    40,000
    
    
    
    37,543and CEO
    
    
    2001
    
    
    
    570,833
    
    
    
    0
    
    
    
    454,750
    
    
    
    50,000
    
    
    
    47,514Richard K. Reece
    
    
    2003
    
    
    
    320,000
    
    
    
    136,000
    
    
    
    121,500
    
    
    
    15,000
    
    
    
    39,961VP, Finance, CFO
    
    
    2002
    
    
    
    309,999
    
    
    
    0
    
    
    
    189,810
    
    
    
    18,000
    
    
    
    153,6462001
    
    
    
    297,499
    
    
    
    0
    
    
    
    160,500
    
    
    
    18,000
    
    
    
    17,437Peter J. Wickman
    
    
    2003
    
    
    
    319,167
    
    
    
    131,000
    
    
    
    121,500
    
    
    
    15,000
    
    
    
    14,362VP, Operations and
    
    
    2002
    
    
    
    309,999
    
    
    
    0
    
    
    
    189,810
    
    
    
    18,000
    
    
    
    13,200President, Belden
    
    
    2001
    
    
    
    297,499
    
    
    
    0
    
    
    
    160,500
    
    
    
    18,000
    
    
    
    18,112ElectronicsD. Larrie Rose
    
    
    2003
    
    
    
    248,333
    
    
    
    115,000
    
    
    
    81,000
    
    
    
    10,000
    
    
    
    85,278VP, Operations and
    
    
    2002
    
    
    
    231,941
    
    
    
    0
    
    
    
    126,540
    
    
    
    12,000
    
    
    
    88,811President, Belden
    
    
    2001
    
    
    
    202,833
    
    
    
    0
    
    
    
    80,250
    
    
    
    8,000
    
    
    
    7,875Holdings, IncKevin L. Bloomfield
    
    
    2003
    
    
    
    250,000
    
    
    
    105,000
    
    
    
    94,500
    
    
    
    12,000
    
    
    
    11,250VP, Secretary,
    
    
    2002
    
    
    
    240,000
    
    
    
    0
    
    
    
    105,450
    
    
    
    10,000
    
    
    
    10,550General Counsel
    
    
    2001
    
    
    
    227,500
    
    
    
    0
    
    
    
    80,250
    
    
    
    8,000
    
    
    
    13,387
 (1) Salaries are amounts actually received, plus any amounts earned but
deferred. The aggregated amount of perquisites and other personal benefits for
any named executive does not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus for any such named executive and, therefore, such items
have been excluded. (2) Determined by the Compensation Committee at its first meeting held after
the end of the fiscal year in which the compensation was earned. (3) With respect to the 2001 grants, the figures in this column reflect the
closing price of Belden shares ($26.75 per share) on the grant date of awards
of restricted stock (February 14, 2001). With respect to the 2002 grants, the
figures in this column reflect the closing price of Belden shares ($21.09 per
share) on February 15, 2002, the effective grant date price. With respect to
the 2003 grants, the figures in this column reflect the closing price of Belden
shares ($13.50 per share) on February 18, 2003, the effective grant date price.
All restricted stock awards are subject to forfeiture in the event the
individual does not remain employed by Belden for three years after the grant
date. The following chart shows the value of such shares as of the end of 2003
(i.e. at $21.09 per share, the closing price of Belden shares on December 31,
2003). 2001
    
    2002
    
    2003Grant
    
    Grant
    
    GrantC. Baker Cunningham
    
    $
    358,530
    
    
    $
    421,800
    
    
    $
    527,250Richard K. Reece
    
    
    126,540
    
    
    
    189,810
    
    
    
    189,810Peter J. Wickman
    
    
    126,540
    
    
    
    189,810
    
    
    
    189,810D. Larrie Rose
    
    
    63,270
    
    
    
    126,540
    
    
    
    126,540Kevin L. Bloomfield
    
    
    63,270
    
    
    
    105,450
    
    
    
    147,630
 Dividends on restricted stock accumulate and become payable after the
three-year vesting period. The dividend rate on the shares of restricted stock
is the dividend rate payable on all outstanding shares of Belden common stock. (4) Options granted under the Incentive Plan. The exercise of one-third of the
shares is permitted on the first, second, and third anniversaries of the grant
dates. The exercise price for the 2001 options was $26.38; the exercise price
for the 2002 options was $20.865; and the exercise price for the 2003 options
was $13.30 (except the exercise price was $12.445 for the options granted to
Mr. Cunningham). In each instance, the exercise price equaled the average of
the high and the low of Belden shares on the effective grant date. (5) For each named officer, amounts include Belden contributions and
allocations in Belden-sponsored defined contribution plans and other plans.
For Mr. Reece, this column also includes for 2002 reimbursements related to
relocation totaling $63,356 and incentive compensation of $80,000 which he
received in connection with his returning as Beldens Vice President, Finance
and Chief Financial Officer. For Mr. Reece, this column also includes for 2003
reimbursements related to relocation totaling $24,561. For Mr. Rose, this
column also includes for 2002 and 2003 payments related to foreign
cost-of-living differentials totaling $80,651 and $63,868 respectively. 12




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##### Table of Contents



Options/SARs Grants in Last Fiscal Year Individual GrantsPercent ofTotalNumber of
    
    Options/SARs
    
    
    
    
    
    
    
    
    
    Potential Realizable ValueSecurities
    
    Granted to
    
    
    
    
    
    
    
    
    
    At Assumed Annual Rates ofUnderlying
    
    Employees in
    
    Exercise
    
    
    
    
    
    Stock Price Appreciation forOptions/SARs
    
    Fiscal Year
    
    Price
    
    
    
    
    
    Option Term (1)Name
    
    Granted(#)(2)
    
    (%)
    
    ($/Sh)(3)
    
    Expiration Date
    
    5%($)
    
    10%($)C. Baker Cunningham
    
    
    50,000
    
    
    
    24.2
    
    
    
    12.445
    
    
    
    2013
    
    
    
    391,330
    
    
    
    991,706Richard K. Reece
    
    
    15,000
    
    
    
    7.2
    
    
    
    13.30
    
    
    
    2013
    
    
    
    125,464
    
    
    
    317,952Peter J. Wickman
    
    
    15,000
    
    
    
    7.2
    
    
    
    13.30
    
    
    
    2013
    
    
    
    125,464
    
    
    
    317,952D. Larrie Rose
    
    
    10,000
    
    
    
    4.8
    
    
    
    13.30
    
    
    
    2013
    
    
    
    83,643
    
    
    
    211,968Kevin L. Bloomfield
    
    
    12,000
    
    
    
    5.8
    
    
    
    13.30
    
    
    
    2013
    
    
    
    100,372
    
    
    
    254,361
 (1) Belden elected to use Potential Realizable Values at Assumed Annual Rates
of Stock Price Appreciation for Option Term. The dollar amounts under these
columns are the result of calculations at the 5% and 10% rates set by the SEC
and therefore are not intended to forecast possible future appreciation, if
any, of the stock price of Belden. (2) Grants of stock options in 2003 awarded under the Incentive Plan.
Exercises of one-third of the shares are permitted on the first, second, and
third anniversaries of the grant date. All options vest upon a
change-in-control. (3) The purchase price of shares subject to an option is the average of the
high and the low of Belden shares on February 18, 2003, the effective grant
date price (except for Mr. Cunninghams grant date which is March 5, 2003). Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values Value of UnexercisedIn-The-MoneyNumber of Securities Underlying
    
    Options at Fiscal YearUnexercised Options at Fiscal Year-
    
    End ($)Shares Acquired on
    
    
    
    
    
    End (#) (Exercisable/
    
    (Exercisable/Name
    
    Exercise (#)
    
    Value Realized ($)
    
    Unexercisable) (1)
    
    Unexercisable) (2)C. Baker Cunningham
    
    
    0
    
    
    
    0
    
    
    
    451,667/73,333
    
    
    $
    126,300/433,750Richard K. Reece
    
    
    0
    
    
    
    0
    
    
    
    138,000/33,000
    
    
    $
    32,175/119,550Peter J. Wickman
    
    
    0
    
    
    
    0
    
    
    
    138,000/33,000
    
    
    $
    32,175/119,550D. Larrie Rose
    
    
    0
    
    
    
    0
    
    
    
    58,333/20,667
    
    
    $
    54,833/79,700Kevin L. Bloomfield
    
    
    0
    
    
    
    0
    
    
    
    91,999/18,001
    
    
    $
    27,187/94,230
 (1) For each named executive officer, the table reflects option grants on
February 28, 1996, at an exercise price of $30.75 per share; on February 20,
1998, at an exercise price of $39.53125 per share; on February 16, 2000, at an
exercise price of $21.75 per share; on February 14, 2001, at an exercise price
of $26.38 per share; and on February 15, 2002, at an exercise price of $20.865.
For Messrs. Reece and Wickman, the table reflects option grants on February
26, 1997, at an exercise price of $35.1875 per share. For Mr. Rose, the table
reflects an option grant on November 4, 1998, at an exercise price of $16.9375
per share. For Messrs. Cunningham, Reece, Wickman and Bloomfield, the table
reflects option grants on January 5, 1999, at an exercise price of 20.0625 per
share. For Messrs. Reece, Wickman, Rose and Bloomfield, the table reflects
option grants on February 18, 2003, at an exercise price of $13.30 per share.
For Mr. Cunningham, the table reflects an option grant on March 5, 2003, at an
exercise price of $12.445 per share. For each grant, the exercise price was
the average of the high and the low of Belden shares on the effective date of
the grant. Options become exercisable as to one-third of such options on each
of the first three anniversaries of the date of grant and will expire ten years
after the date of grant. (2) Value represents the excess (if any) of the closing price of the common
stock on the NYSE on December 31,2003 ($21.09) over the exercise price of such
option. 13




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##### Table of Contents



Certain Change in Control Arrangements and Other Matters Belden maintains a grantor trust under Section 671 of the Code to
provide certain participants in designated compensation and supplemental
retirement plans with greater assurance that the benefits and payments to which
those participants are entitled under those plans will be paid. Prior to a
change of control of Belden (as defined in the trust agreement), Belden has
the discretion to make contributions to the trust. After a change in control of
Belden, it must transfer to the trust the amount of the benefits participants
have earned through the date of the change in control and thereafter continue
to fund the trust as benefits accrue. The amount held in trust at December 31,
2003 was de minimis. The assets of the trust are subject to claims of the
creditors of Belden in the event it becomes insolvent as defined in the trust
agreement. The consummation of the merger will not constitute a change of
control under the trust agreement. Belden has entered into amended and restated change of control agreements
with the named officers in the Summary Compensation Table (the change of
control agreements). The change of control agreements provide for, among
other things, certain payments and benefits in the event of a qualifying
termination of employment (i.e., a termination of employment by the executive
officer for good reason or a termination of employment by Belden without
cause, each as defined in the change of control agreements) within three
years following a change in control. In the event of a qualifying termination,
the executive will become entitled to outplacement services and health benefit
continuation and a lump sum severance payment generally equal to the sum of  
    
    two times (2.99 in the case of Mr. Cunningham) the sum of
the executives base salary and the highest annual bonus earned by
the executive with respect to the two completed fiscal years
preceding the date of termination;
    
    an amount equal to the executives target bonus with
respect to the year in which termination occurs; and
    
    the amount necessary to make the executive whole with
respect to any excise taxes imposed under the Internal Revenue
Code excess parachute with respect to excess parachute payments. In addition, in connection with Mr. Reece returning to the position of
Chief Financial Officer and Vice President, Finance of Belden, he entered into
an agreement with Belden (the Letter Agreement). The letter agreement
provides that if Mr. Reece no longer reports directly to Mr. Cunningham, Mr.
Reece may elect to leave Belden and have the right to receive severance
payments paid over twelve months equal to his then current base salary and the
greater of his current target bonus or his most recent actual bonus. During
the twelve month period, Mr. Reece would also be entitled to exercise stock
options and restricted shares would vest in accordance with their terms. If
the Letter Agreement applies (in the sense that Mr. Reece no longer reports
directly to Mr. Cunningham) and Mr. Reece elects to receive payments under it,
such payments would be in lieu of any payment under his change of control
agreement noted above. However, if the Letter Agreement does not apply or if
it does apply but Mr. Reece does not make the election to receive payments
under it, Mr. Reece will be entitled to receive the benefits of his change of
control agreement in accordance with its terms. 14




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##### Table of Contents



The 1994 Incentive Plan provides for the acceleration of certain benefits
in the event of a change of control (as defined in the plan) of Belden. Upon
the consummation of the merger, all stock options and shares of restricted
stock granted under the 1994 Incentive Plan will become fully vested, except
that each of the named officers in the Summary Compensation Table has waived
the lapse of restrictions on his or her restricted stock in connection with the
merger. In connection with the merger, Belden has granted a retention and
integration award to certain of its executive officers and other key employees.
The value of each payment with respect to the retention and integration award
for the executive officer will be equal to 110% (140% in the case of Mr.
Cunningham) of the executives salary. For the executive officers, 50% of the
value relating to the retention and integration awards would be paid in the
form of cash and the remaining 50% in shares of restricted stock. For all
other key employees, the retention and integration award would be paid in cash. Pension Plans The executives named in the Summary Compensation Table may upon retirement
be entitled to benefits from the Belden Wire & Cable Company Pension Plan (the
Pension Plan) and the Supplemental Excess Defined Benefit Plan of Belden Wire
& Cable Company (the Supplemental Plan). Benefits under the plans upon
retirement are determined based upon compensation during the employment period
and years of service. Pursuant to the Pension Plan, Belden credits to each individuals account
thereunder 4% of each years total compensation up to the Social Security wage
base for the year, plus 8% of each years total compensation that exceeds the
Social Security wage base. For this purpose, total compensation is cash
remuneration paid by Belden to or for the benefit of a participant in the
Pension Plan for services rendered while an employee. For the executives named in the Summary Compensation Table, the total
compensation will be computed as shown in the columns Salary and Bonus of
the Summary Compensation Table. Employees who were formerly employees of Cooper
Industries, Inc. were credited for service while employed by Cooper. Benefits
for service through August 1, 1993, were determined under the Cooper Salaried
Employees Retirement Plan then in effect and converted to initial balances
under the Pension Plan. Funds equal to the actuarial value of the accrued liabilities for all
participants plus a pro rata portion of the Cooper plan excess assets have been
transferred from the Cooper pension trust to a trust established by Belden for
the Pension Plan. Employees do not make any contributions to the Pension Plan. Benefits at
retirement are payable, as the participant elects, in the form of an escalating
annuity, a level annuity with or without survivorship, or a lump-sum payment.
Belden contributes to a trust fund sufficient to meet the minimum requirements under the Code to
maintain the status of the Pension Plan as a qualified defined benefit plan. 15




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##### Table of Contents



The Supplemental Plan is an unfunded, nonqualified plan which provides to
certain employees, including those named in the Summary Compensation Table,
Pension Plan benefits that generally cannot be paid from a qualified, defined
benefit plan due to provisions of the Code. Pension Benefits Table Years of CreditedServices as of January 1,
    
    Year Individual Reaches
    
    Estimated AnnualName
    
    2004
    
    Age 65
    
    Benefit at Age 65C. Baker Cunningham
    
    
    33.5
    
    
    
    2006
    
    
    $
    231,400Richard K. Reece
    
    
    10.4
    
    
    
    2021
    
    
    $
    121,200Peter J. Wickman
    
    
    23.0
    
    
    
    2014
    
    
    $
    89,800D. Larrie Rose
    
    
    31.5
    
    
    
    2012
    
    
    $
    61,200Kevin L. Bloomfield
    
    
    22.5
    
    
    
    2016
    
    
    $
    83,400
 Director Compensation The following table provides information on Beldens compensation
practices during 2003 for non-employee directors. (Mr. Cunningham does not
receive any compensation for his board activities.) Compensation Table For 2003 Annual Director Retainer*
    
    $40,000Fee paid for Special Board Meetings
    
    $1,000Reimbursement for Expenses Attendant to Board Membership
    
    YesRestricted Stock Award**
    
    2,000 sharesAnnual Retainer for Committee Chairs
    
    $4,000
 *As of February 1, 2003, the annual retainer for non-employee directors became
$40,000. **Under the Belden Inc. 2003 Long-Term Incentive Plan, the non-employee
directors receive an annual grant of 2,000 restricted shares on the day following Beldens annual meeting. The restricted
shares cannot be sold or otherwise disposed of prior to the non-employee
directors departure from Beldens board and the director will not be entitled
to the restricted shares if his departure is for cause. With respect
to Beldens 2004 Annual Meeting, non-employee directors will
receive the grant of restricted shares on the date of the Annual
Meeting. 16




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##### Table of Contents



Performance Graph (PERFORMANCE GRAPH) INDEXED RETURNSBasePeriod
    
    Years EndingCompany / Index
    
    Dec98
    
    Dec99
    
    Dec00
    
    Dec01
    
    Dec02
    
    Dec03BELDEN INC
    
    
    100
    
    
    
    100.08
    
    
    
    121.84
    
    
    
    114.08
    
    
    
    74.57
    
    
    
    104.74S&P 500 INDEX
    
    
    100
    
    
    
    121.04
    
    
    
    110.02
    
    
    
    96.95
    
    
    
    75.52
    
    
    
    97.18S&P 500 ELECTRICAL
COMPONENTS &
EQUIPMENT
    
    
    100
    
    
    
    141.57
    
    
    
    170.89
    
    
    
    132.75
    
    
    
    126.44
    
    
    
    181.76
 17




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table shows information regarding those stockholders known
to Belden to beneficially own more than 5% of the outstanding shares of Belden
common stock as of December 31, 2003. Amount and Nature of
    
    Percent ofName and Address of Beneficial Owner
    
    Beneficial Ownership
    
    Class (a)T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202-1008
    
    
    2,881,900(b)
    
    
    
    11.2
    %Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401-1005
    
    
    1,714,000(e)
    
    
    
    6.6
    %Sterling Capital Management, LLC
4064 Colony Road - 300
Charlotte, NC 28211
    
    
    1,546,550(d)
    
    
    
    6.0
    %FMR Corp.
82 Devonshire Street
Boston, MA 02109
    
    
    1,352,400(e)
    
    
    
    5.2
    %Barclays Global Investors, N.A.
45 Fremont Street
San Francisco, CA 94105
    
    
    1,311,349(f)
    
    
    
    5.1
    %
 (a)
    
    Figures are based on 25,783,350 shares of Belden common stock outstanding
as of March 1, 2004.(b)
    
    Information based on a Schedule 13G filed with the SEC by T. Rowe Price
as of December 31, 2003. T. Rowe Price Associates Inc. has sole voting
power over 553,100 shares and has sole dispositive power over 2,881,900
shares. T. Rowe Price Small-Cap Stock Fund, Inc., has sole voting power
over 1,915,000 shares and does not have sole dispositive power over any
shares.(c)
    
    Information based on a Schedule 13G filed with the SEC by Dimensional
Fund Advisors, Inc. (Dimensional) as of December 31, 2003. Dimensional
possesses voting and investment power over the shares but disclaims
beneficial ownership of the shares.(d)
    
    Information based on a Schedule 13G filed with the SEC on January 9,
2004, by Sterling Capital Management LLC (Sterling). Sterling has
shared voting power over 1,546,550 shares, shared dispositive power over
1,546,550 shares, and does not have sole voting or sole dispositive power
over any shares.(e)
    
    Information based on a Schedule 13G filed with the SEC on February 17,
2004, by FMR Corp. FMR Corp. has sole dispositive power over the shares,
and Fidelity Management and Research Company, a wholly-owned subsidiary of
FMR Corp., is the beneficial owner of and has voting power over the
shares.(f)
    
    Information based on a Schedule 13G filed with the SEC on February 17,
2004, by Barclays Global Investors, N.A. Barclays Global Investors, NA.,
is the beneficial owner of and has sole voting and dispositive power over
the shares.
 In addition, at December 31, 2003, CIGNA Retirement and Investment
Services as Trustee of the Savings Plans, held of record 1,072,046 shares, 4.2%
of Belden common stock. 18




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##### Table of Contents



Ownership of Belden Management of Belden Common Stock The following table sets forth the number of shares of Belden common stock
beneficially owned by the directors, nominees and executive officers of Belden
named below as of December 31, 2003. Shares Beneficially
    
    Percent of CommonOwned(1)(2)
    
    Stock OutstandingC. Baker CunninghamChairman of the Board, President, and Chief Executive Officer
    
    
    700,208
    
    
    
    2.72
    %Richard K. ReeceVice President, Finance and Chief Financial Officer
    
    
    219,857
    (3)
    
    
    *Peter J. WickmanVice President, Operations and President of Belden Electronics
    
    
    216,075
    
    
    
    *D. Larrie RoseVice President, Operations and President of Belden Holdings, Inc
    
    
    98,529
    (4)
    
    
    *Kevin L. BloomfieldVice President, Secretary and General Counsel
    
    
    138,502
    
    
    
    *Bernard G. RethoreDirector
    
    
    16,600
    (5)
    
    
    *Lorne D. BainDirector
    
    
    14,300
    
    
    
    *Christopher I. ByrnesDirector
    
    
    13,000
    
    
    
    *Whitson SadlerDirector
    
    
    14,500
    
    
    
    *Arnold W. DonaldDirector
    
    
    11,200
    (6)
    
    
    *John M. MonterDirector
    
    
    12,600
    
    
    
    *All directors, nominees and officers as a group
    
    
    1,455,471
    
    
    
    5.65
    %
 * Less than one percent. (1) Based on 25,783,350 shares of Belden common stock outstanding as of March
1, 2004. Includes the following shares covered by stock options which are
currently exercisable or exercisable within 60 days after March 1, 2004: Mr.
Cunningham, 498,333 shares; Mr. Reece, 155,000 shares; Mr. Wickman, 155,000
shares; Mr. Rose, 68,833 shares; Mr. Bloomfield, 98,667 shares; Mr. Rethore,
7,000 shares; Mr. Bain, 7,000 shares; Dr. Byrnes, 7,000 shares; Mr. Sadler,
6,000 shares; Mr. Donald, 4,000 shares; and Mr. Monter, 6,000 shares. Includes
restricted shares awarded in 2001, 2002, and 2003 to Mr. Cunningham, Mr. Reece,
Mr. Wickman, Mr. Rose, and Mr. Bloomfield. See Summary Compensation Table and
footnote (3) of Summary Compensation Table for amounts and terms of these
restricted share awards. Includes restricted shares awarded in 2004: Mr.
Cunningham, 25,000; Mr. Wickman, 9,000;, Mr. Reece, 9,000; Mr. Rose, 6,000; and
Mr. Bloomfield, 7,000. Includes restricted shares awarded in 2003 to Mr.
Rethore, Mr. Bain, Dr. Byrnes, Mr. Sadler, Mr. Donald, and Mr. Monter. Table
does not include any long-term compensation awards made in 2004 to Mr.
Cunningham, Mr. Reece, Mr. Wickman, Mr. Rose and Mr. Bloomfield other than the
restricted stock awards noted above. (2) Includes shares by Messrs. Cunningham, Reece, Wickman, Rose, and Bloomfield
in the Companys Savings Plans as of December 31, 2003. (3) Includes 28,185 shares owned jointly by Mr. Reece and his spouse. (4) Includes 1,052 shares held jointly by Mr. Rose and his spouse in an IRA and
19,145 shares jointly held by Mr. Rose and his spouse in another account. (5) Includes 7,600 shares held in trust. (6) Includes 2,200 shares held in trust. 19




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##### Table of Contents



Securities Authorized for Issuance under Equity Compensation Plans A
    
    B
    
    CNumber ofSecuritiesRemaining Availablefor Future Issuanceunder EquityNumber of
    
    
    
    
    
    Compensation PlansSecurities to Be
    
    
    
    
    
    (ExcludingIssued upon
    
    Weighted Average
    
    SecuritiesExercise of
    
    Exercise Price of
    
    Reflected in ColumnPlan Category
    
    Outstanding Options
    
    Outstanding Options
    
    A)Equity Compensation
Plans Approved by
Stockholders (1)
    
    
    3,831,247
    (3)
    
    
    24.64
    
    
    
    1,833,831
    (4)Equity Compensation
Plans Not Approved
by Stockholders (2)
    
    
    3,475
    
    
    
    15.69
    
    
    
    92,394
    (5)
 (1) Consists of the
Belden Inc. 2003 Employee Stock Purchase Plan (ESPP), the
Belden Inc. 1994 Long-Term Incentive Plan (1994 Plan) and the Belden Inc.
2003 Long-Term Incentive Plan (2003 Plan). (2) Consists of the Belden UK Employee Share Ownership Plan (UK Plan). The
UK plan permits UK employees of Belden to purchase Belden common stock over a
twelve-month period through payroll deductions. None of the named executive
officers participates in this plan. (3) Includes 2,785,416 shares under the 1994 Plan and purchase rights to
acquire 154,169 shares of Belden common stock in connection with the 2003
offering under the ESPP. Under the ESPP, participating employees have the
right to purchase shares of Belden common stock over an offering period. The
2003 offering is over the twelve-month period ending December 6, 2004. Shares
are purchased through employee payroll deductions at a purchase price equal to
85% of the lesser of the fair market value of Beldens common stock on the
offering date or the exercise date. (4) Includes 788,000 shares available for issuance under the 1994 Plan and
1,045,831 under the 2003 offering of the ESPP. (5) Includes 92,394 shares available for issuance under the UK Plan. 
 Item 14. Principal Accountant Fees and Services Fees Paid to Ernst & Young The following fees were paid to Ernst & Young, Beldens independent
financial auditors, for services rendered in 2002 and 2003: 2002
    
    2003Audit Fees
    
    $
    502,200
    
    
    $
    528,231Audit Related Fees
    
    
    25,400
    
    
    
    42,995Tax Fees
    
    
    403,120
    
    
    
    568,759All Other Fees
    
    
    0
    
    
    
    0Total EY fees
    
    $
    930,720
    
    
    $
    1,139,985
 20




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##### Table of Contents



Audit fees primarily represent amounts paid or expected to be paid for
audit of Beldens financial statements, reviews of SEC Forms 10-Q and Form 10-K
and statutory audit requirements at certain non-U.S. locations. Audit related fees are primarily related to audits of employee benefit
plans. Tax fees for 2002 and 2003 are for domestic and international compliance
totaling $194,100 and $221,816, tax consulting totaling $166,230 and $276,757,
including plant shutdown tax planning totaling $50,786 and $160,635, and
expatriate and executive tax compliance totaling $42,790 and $70,186,
respectively. Audit Committees Pre-Approval Policies and Procedures Audit Fees:Annually, the Audit Committee will review and approve the
audit services and estimated audit fees for the following year. The
projections will be updated quarterly and the Committee will consider and, if
appropriate, pre-approve any amounts exceeding the original estimates. Non-Audit Services and Fees:Annually, and otherwise as necessary, the
Committee will review and pre-approve all non-audit services and the estimated
fees for such services. For recurring services, such as employee benefit
plans, tax compliance, expatriate tax returns, and statutory filings the
Committee will review and approve the services and estimated total fees for
such matters by category and location of service. The projections will be
updated quarterly and the Committee will consider and, if appropriate,
pre-approve any amounts exceeding the original estimates. For non-recurring
services such as special tax projects, due diligence or other consulting, the
Committee will review and pre-approve the services and estimated fees by
individual project. The projections will be updated quarterly and the
Committee will pre-approve any amounts exceeding the original estimates. Should an engagement need pre-approval before the next Committee meeting,
authority to grant such approval is delegated to the Audit Committee Chairman
(or if he were unavailable, another Committee member). Such approval would be
reviewed with the entire Committee at the next quarterly meeting. None of the services related to the Audit Related Fees, Tax Fees or all
other Fees were approved by the Audit Committee pursuant to the waiver of the
pre-approval provisions set forth in the applicable rules of the SEC. 21




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PART IV 
 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K The following exhibits are filed herewith: ExhibitNumber
    
    Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer32.1
    
    Section 1350 Certification of the Chief Executive Officer32.2
    
    Section 1350 Certification of the Chief Financial Officer
 22




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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.By:
    /s/ RICHARD K. REECERichard K. ReeceDate: April 26, 2004
    
    Vice President, Financeand Chief Financial Officer 23