EX-99.5 11 exhibit-995.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, 2016 and December 31, 2015
Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2016
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, 2016
Consolidated Cash Flow Statements for Each of the Three Years in the Period Ended December 31, 2016
Consolidated Stockholders’ Equity Statements for Each of the Three Years in the Period Ended December 31, 2016
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: |  |  |  |  |  |  |  |  |  |  |  |  |
2016 | $ | 8,281 |  |  | $ | 2,517 |  |  | $ | (1 | ) |  | $ | (1,336 | ) |  | $ | (1,046 | ) |  | $ | (311 | ) |  | $ | 8,104 |
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 |
Inventories— |  |  |  |  |  |  |  |  |  |  |  |  |
Excess and Obsolete Allowances: |  |  |  |  |  |  |  |  |  |  |  |  |
2016 | $ | 22,531 |  |  | $ | 3,921 |  |  | $ | (706 | ) |  | $ | — |  |  | $ | (1,142 | ) |  | $ | (43 | ) |  | $ | 24,561 |
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 |
Deferred Income Tax Asset— |  |  |  |  |  |  |  |  |  |  |  |  |
Valuation Allowance: |  |  |  |  |  |  |  |  |  |  |  |  |
2016 | $ | 117,071 |  |  | $ | 10,782 |  |  | $ | 616 |  |  | $ | (8,074 | ) |  | $ | (10,526 | ) |  | $ | (5,098 | ) |  | $ | 104,771 |
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 |

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.

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 |  | Certificate of Designations of 6.75% Series B Mandatory Convertible Preferred Stock of Belden Inc. |  | July 26, 2016 Form 8-K, Exhibit 3.1
3.3 |  | Amended and Restated Bylaws |  | May 31, 2016 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 |  | Amendment to Rights Agreement |  | December 9, 2016 Form 8-A/A, Exhibit 4.4
4.5 |  | Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | August 29, 2012 Form 8-K, Exhibit 4.1
4.6 |  | Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | May 8, 2013 Form 10-Q, Exhibit 4.2
4.7 |  | Second Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | November 6, 2013 Form 10-Q, Exhibit 4.1
4.8 |  | Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | March 26, 2013 Form 8-K, Exhibit 4.1
4.9 |  | First Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | November 6, 2013 Form 10-Q, Exhibit 4.2
4.10 |  | Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | June 30, 2014 Form 8-K, Exhibit 4.1
4.11 |  | Third Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | November 4, 2014 Form 10-Q, Exhibit 4.1
4.12 |  | Second Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | November 4, 2014 Form 10-Q, Exhibit 4.2
4.13 |  | First Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | November 4, 2014 Form 10-Q, Exhibit 4.3
4.14 |  | Fourth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | May 5, 2015 Form 10-Q, Exhibit 4.1
4.15 |  | Third Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | May 5, 2015 Form 10-Q, Exhibit 4.2
4.16 |  | Second Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | May 5, 2015 Form 10-Q, Exhibit 4.3
4.17 |  | Deposit Agreement dated July 26, 2016, by and among Belden Inc., American Stock Transfer & Trust Company, LLC, and The Holders of the Depositary Receipts Described Therein |  | July 26, 2016 Form 8-K, Exhibit 4.2
4.18 |  | Indenture relating to 4.125% Senior Subordinated Notes due 2026 |  | October 11, 2016 Form 8-K, Exhibit 4.1
4.19 |  | Fifth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022 |  | Filed herewith

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.
4.20 |  | Fourth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023 |  | Filed herewith
4.21 |  | Third Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024 |  | Filed herewith
4.22 |  | First Supplemental Indenture relating to 4.125% Senior Subordinated Notes due 2026 |  | Filed herewith
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 amended |  | April 6, 2011 Proxy Statement, Appendix I; February 29, 2012 Form 10-K, Exhibit 10.9; April 6,2016 Proxy Statement, Appendix II
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; August 3, 2016 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; August 3, 2016 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* |  | Amended and Restated Executive Employment Agreement with Henk Derksen |  | January 5, 2012 Form 8-K, Exhibit 10.1
10.15* |  | Executive Employment Agreement with Glenn Pennycook |  | August 8, 2013 Form 10-Q, Exhibit 10.1
10.16* |  | Executive Employment Agreement with Dhrupad Trivedi |  | August 8, 2013 Form 10-Q, Exhibit 10.2
10.17* |  | Executive Employment Agreement with Doug Zink |  | November 6, 2013 Form 10-Q, Exhibit 10.1

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.
10.18* |  | Executive Employment Agreement with Ross Rosenberg |  | August 5, 2014 Form 10-Q, Exhibit 10.1
10.19* |  | Executive Employment Agreement with Roel Vestjens |  | August 5, 2014 Form 10-Q, Exhibit 10.2
10.20* |  | Executive Employment Agreement with Brian Anderson |  | May 5, 2015 Form 10-Q, Exhibit 10.1
10.21* |  | Executive Employment Agreement with Dean McKenna |  | August 4, 2015 Form 10-Q Exhibit 10.1
10.22* |  | Form of Indemnification Agreement with each of the Directors and Brian Anderson, Henk Derksen, Dean McKenna, Glenn Pennycook, Ross Rosenberg, John Stroup, Dhrupad Trivedi, Roel Vestjens, and Doug Zink |  | March 1, 2007 Form 10-K, Exhibit 10.39
10.23 |  | ABL Credit Agreement |  | October 9, 2013 Form 8-K, Exhibit 10.1
10.24 |  | Amendment No. 1 to Credit Agreement |  | August 17, 2015 Form 8-K, Exhibit 10.1
10.25 |  | Purchase Agreement by and among Belden Inc., the Guarantors names therein, and Duetsche Bank AG |  | October 11, 2016 Form 8-K, Exhibit 10.1
10.26 |  | Amendment No. 2 to Credit Agreement |  | May 22, 2017 Form 8-K, Exhibit 10.1
12.1 |  | Computation of Ratio of Earnings to Fixed Charges |  | February 17, 2017 Form 10-K, Exhibit 12.1
14.1 |  | Code of Ethics |  | August 26, 2016 Form 8-K, Exhibit 14.1
21.1 |  | List of Subsidiaries of Belden Inc. |  | February 17, 2017 Form 10-K, Exhibit 21.1
23.1 |  | Consent of Ernst & Young LLP |  | Filed herewith
24.1 |  | Powers of Attorney from Members of the Board of Directors |  | February 17, 2017 Form 10-K, Exhibit 24.1
31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer |  | February 17, 2017 Form 10-K, Exhibit 31.1
31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer |  | February 17, 2017 Form 10-K, Exhibit 31.2
32.1 |  | Section 1350 Certification of the Chief Executive Officer |  | February 17, 2017 Form 10-K, Exhibit 32.1
32.2 |  | Section 1350 Certification of the Chief Financial Officer |  | February 17, 2017 Form 10-K, Exhibit 32.2

Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema
Exhibit 101.CAL XBRL Taxonomy Extension Calculation
Exhibit 101.DEF XBRL Taxonomy Extension Definition
Exhibit 101.LAB XBRL Taxonomy Extension Label