EX-99.5 7 d180957dex995.htm EX-99.5

Exhibit 99.5

PART IV

Item 15. Exhibits and Financial Statement Schedules

(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, 2015 and December 31, 2014 |  |
Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2015 |  |
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, 2015 |  |
Consolidated Cash Flow Statements for Each of the Three Years in the Period Ended December 31, 2015 |  |
Consolidated Stockholders’ Equity Statements for Each of the Three Years in the Period Ended December 31, 2015 |  |
Notes to Consolidated Financial Statements |  |

| 2. | Financial Statement Schedule

Schedule II – Valuation and Qualifying Accounts

|  | Beginning Balance |  |  | Charged to Costs and Expenses |  |  | Divestitures/ Acquisitions |  |  | Charge Offs |  |  | Recoveries |  |  | Currency Movement |  |  | Ending Balance |
|  | (In thousands) |
Accounts Receivable— |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for Doubtful Accounts: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 |  | $ | 11,503 |  |  | $ | 2,561 |  |  | $ | 40 |  |  | $ | (803 | ) |  | $ | (4,353 | ) |  | $ | (667 | ) |  | $ | 8,281 |
2014 |  |  | 3,390 |  |  |  | 1,184 |  |  |  | 9,845 |  |  |  | (1,867 | ) |  |  | (889 | ) |  |  | (160 | ) |  |  | 11,503 |
2013 |  |  | 4,163 |  |  |  | 733 |  |  |  | 448 |  |  |  | (1,391 | ) |  |  | (520 | ) |  |  | (43 | ) |  |  | 3,390 |
Inventories— |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Excess and Obsolete Allowances: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 |  | $ | 31,823 |  |  | $ | 3,001 |  |  | $ | 2,755 |  |  | $ | (12,744 | ) |  | $ | (1,407 | ) |  | $ | (897 | ) |  | $ | 22,531 |
2014 |  |  | 21,317 |  |  |  | 7,994 |  |  |  | 14,167 |  |  |  | (10,908 | ) |  |  | (1,413 | ) |  |  | 666 |  |  |  | 31,823 |
2013 |  |  | 23,954 |  |  |  | 5,632 |  |  |  | — |  |  |  | (7,211 | ) |  |  | (1,009 | ) |  |  | (49 | ) |  |  | 21,317 |
Deferred Income Tax Asset— |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Valuation Allowance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 |  | $ | 157,317 |  |  | $ | 2,840 |  |  | $ | (14,425 | ) |  | $ | (1,823 | ) |  | $ | (13,988 | ) |  | $ | (12,850 | ) |  | $ | 117,071 |
2014 |  |  | 10,165 |  |  |  | 4,252 |  |  |  | 143,513 |  |  |  | — |  |  |  | (415 | ) |  |  | (198 | ) |  |  | 157,317 |
2013 |  |  | 7,498 |  |  |  | 496 |  |  |  | 3,064 |  |  |  | — |  |  |  | (899 | ) |  |  | 6 |  |  |  | 10,165 |

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

| 3. | Exhibits

Index to 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.

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Exhibit Number |  | Description of Exhibit |  | The filings referenced for incorporation by reference are Company (Belden Inc.) filings unless noted to be those of Belden 1993 Inc.
3.1 |  | Certificate of Incorporation, as amended |  | February 29, 2008 Form 10-K, Exhibit 3.1
3.2 |  | Third Amended and Restated Bylaws, as amended |  | November 24, 2008 Form 8-K, Exhibit 3.1.; May 22, 2009 Form 8-K, Exhibit 3.1; May 20, 2010 Form 8-K; March 2, 2011 Form 8-K, Exhibit 3.1; May 19, 2011 Form 8-K, Exhibit 3.1; May 31, 2012 Form 8-K, Exhibit 3.1; December 4, 2013 Form 8-K, Exhibit 3.1; May 29, 2014 Form 8-K, Exhibit 3.1; August 26, 2015 Form 8-K, Exhibit 3.1
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 9.25% Senior Subordinated Notes due 2019 |  | June 29, 2009 Form 8-K, Exhibit 4.1
4.5 |  | Notation of Guarantee relating to 9.25% Senior Subordinated Notes due 2019 |  | June 29, 2009 Form 8-K, Exhibit 4.2
4.6 |  | Supplemental Indenture relating to 9.25% Senior Subordinated Notes due 2019 |  | August 29, 2012 Form 8-K, Exhibit 4.3
4.7 |  | Supplemental Indenture relating to 9.25% Senior Subordinated Notes due 2019 |  | May 8, 2013 Form 10-Q, Exhibit 4.1
4.8 |  | Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | August 29, 2012 Form 8-K, Exhibit 4.1
4.9 |  | Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | May 8, 2013 Form 10-Q, Exhibit 4.2
4.10 |  | Second Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | November 6, 2013 Form 10-Q, Exhibit 4.1
4.11 |  | Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | March 26, 2013 Form 8-K, Exhibit 4.1
4.12 |  | First Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | November 6, 2013 Form 10-Q, Exhibit 4.2
4.13 |  | Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | June 30, 2014 Form 8-K, Exhibit 4.1
4.14 |  | Third Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | November 4, 2014 Form 10-Q, Exhibit 4.1
4.15 |  | Second Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | November 4, 2014 Form 10-Q, Exhibit 4.2
4.16 |  | First Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | November 4, 2014 Form 10-Q, Exhibit 4.3
4.17 |  | Fourth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | May 5, 2015 Form 10-Q, Exhibit 4.1
4.18 |  | Third Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | May 5, 2015 Form 10-Q, Exhibit 4.2
4.19 |  | Second Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | May 5, 2015 Form 10-Q, Exhibit 4.3
10.1 |  | Trademark License Agreement |  | November 15, 1993 Form 10-Q of Belden 1993 Inc., Exhibit 10.2
10.2* |  | CDT 2001 Long-Term Performance Incentive Plan, as amended |  | April 6, 2009 Proxy Statement, Appendix I
10.3* |  | Belden Inc. 2011 Long Term Incentive Plan, as |  | April 6, 2011 Proxy Statement, Appendix I; February

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Exhibit Number |  | Description of Exhibit |  | The filings referenced for incorporation by reference are Company (Belden Inc.) filings unless noted to be those of Belden 1993 Inc.
|  | amended |  | 29, 2012 Form 10-K, Exhibit 10.9
10.4* |  | Form of Stock Appreciation Rights Award |  | February 29, 2008 Form 10-K, Exhibit 10.16; February 27, 2009 Form 10-K, Exhibit 10.16; May 6, 2014 Form 10-Q, Exhibit 10.1
10.5* |  | Form of Performance Stock Units Award |  | February 29, 2008 Form 10-K, Exhibit 10.17; February 27, 2009 Form 10-K, Exhibit 10.17; may 6, 2014 Form 10-Q, Exhibit 10.2
10.6* |  | Form of Restricted Stock Units Award |  | February 29, 2008 Form 10-K, Exhibit 10.18; February 27, 2009 Form 10-K, Exhibit 10.18; May 6, 2014 Form 10-Q, Exhibit 10.3
10.7* |  | Belden Inc. Annual Cash Incentive Plan, as amended and restated |  | February 29, 2012 Form 10-K, Exhibit 10.16
10.8* |  | 2004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan |  | December 21, 2004 Form 8-K, Exhibit 10.1
10.9* |  | 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
10.10* |  | 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
10.11* |  | Trust Agreement, with First Amendment |  | November 15, 2004 Form 10-Q, Exhibits 10.52 and 10.53
10.12* |  | Trust Agreement, with First Amendment |  | November 15, 2004 Form 10-Q, Exhibits 10.54 and 10.55
10.13* |  | Amended and Restated Executive Employment Agreement with John Stroup, with First Amendment |  | April 7, 2008 Form 8-K, Exhibit 10.1, December 17, 2008 Form 8-K, Exhibit 10.1
10.14* |  | Executive Employment Agreement with Christoph Gusenleitner |  | August 11, 2010 Form 10-Q, Exhibit 10.1
10.15* |  | Amended and Restated Executive Employment Agreement with Henk Derksen |  | January 5, 2012 Form 8-K, Exhibit 10.1
10.16* |  | Executive Employment Agreement with Glenn Pennycook |  | August 8, 2013 Form 10-Q, Exhibit 10.1
10.17* |  | Executive Employment Agreement with Dhrupad Trivedi |  | August 8, 2013 Form 10-Q, Exhibit 10.2
10.18* |  | Executive Employment Agreement with Doug Zink |  | November 6, 2013 Form 10-Q, Exhibit 10.1
10.19* |  | Executive Employment Agreement with Ross Rosenberg |  | August 5, 2014 Form 10-Q, Exhibit 10.1
10.20* |  | Executive Employment Agreement with Roel Vestjens |  | August 5, 2014 Form 10-Q, Exhibit 10.2
10.21* |  | Executive Employment Agreement with Brian Anderson |  | May 5, 2015 Form 10-Q, Exhibit 10.1
10.22* |  | Executive Employment Agreement with Dean McKenna |  | August 4, 2015 Form 10-Q, Exhibit 10.1
10.23* |  | Form of Indemnification Agreement with each of the Directors and Brian Anderson, Henk Derksen, Christoph Gusenleitner, Dean |  | March 1, 2007 Form 10-K, Exhibit 10.39

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Exhibit Number |  | Description of Exhibit |  | The filings referenced for incorporation by reference are Company (Belden Inc.) filings unless noted to be those of Belden 1993 Inc.
|  | McKenna, Glenn Pennycook, Ross Rosenberg, John Stroup, Dhrupad Trivedi, Roel Vestjens, and Doug Zink |  |
10.24 |  | ABL Credit Agreement |  | October 9, 2013 Form 8-K, Exhibit 10.1
10.25 |  | Term Loan Credit Agreement |  | October 9, 2013 Form 8-K, Exhibit 10.2
10.26 |  | Purchase Agreement by and among Belden Inc., the Guarantors named therein and Wells Fargo Securities, LLC |  | June 30, 2014 Form 8-K, Exhibit 10.1
10.27 |  | Amendment No. 1 to Credit Agreement |  | August 17, 2015 Form 8-K, Exhibit 10.1
10.28 |  | Amendment No. 1 to Term Loan Agreement |  | August 17, 2015 Form 8-K, Exhibit 10.2
10.29 |  | Purchase Agreement by and among Belden Inc., the Guarantors named therein and Deutsche Bank AG |  | November 25, 2014 Form 8-K, Exhibit 10.1
10.30 |  | Agreement and Plan of Merger by and among VIA Holdings I, Inc., Belden Inc., Tahoe MergerSub, Inc. and Thoma Bravo, LLC, as Representative of the Stockholders and Optionholders |  | December 12, 2014 Form 8-K, Exhibit 2.1
12.1 |  | Computation of Ratio of Earnings to Fixed Charges |  | February 25, 2016 Form 10-K, Exhibit 12.1
14.1 |  | Code of Ethics |  | May 31, 2012 Form 8-K, Exhibit 14.1
21.1 |  | List of Subsidiaries of Belden Inc. |  | February 25, 2016 Form 10-K, Exhibit 21.1
23.1 |  | Consent of Ernst & Young LLP |  | February 25, 2016 Form 10-K, Exhibit 23.1
24.1 |  | Powers of Attorney from Members of the Board of Directors |  | February 25, 2016 Form 10-K, Exhibit 24.1
31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer |  | February 25, 2016 Form 10-K, Exhibit 31.1
31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer |  | February 25, 2016 Form 10-K, Exhibit 31.2
32.1 |  | Section 1350 Certification of the Chief Executive Officer |  | February 25, 2016 Form 10-K, Exhibit 32.1
32.2 |  | Section 1350 Certification of the Chief Financial Officer |  | February 25, 2016 Form 10-K, Exhibit 32.2

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