Delaware
|
|
001-12561
|
|
36-3601505
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
4.19
|
|
Fifth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022
|
|
|
|
4.20
|
|
Fourth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023
|
|
|
|
4.21
|
|
Third Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024
|
|
|
|
4.22
|
|
First Supplemental Indenture relating to 4.125% Senior Subordinated Notes due 2026
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
99.1
|
|
Updates, where applicable, to Part I, Item 1. Business, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.2
|
|
Updates, where applicable, to Part I, Item 2. Properties, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.3
|
|
Updates, where applicable, to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.4
|
|
Updates, where applicable, to Part II, Item 8. Financial Statements and Supplementary Data, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.5
|
|
Updates, where applicable, to Part IV, Item 15. Exhibits and Financial Statement Schedules, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
|
|
|
|
|
|
|
|
|
|
|
BELDEN INC.
|
||
|
|
|
|
|||
Date: June 26, 2017
|
|
|
|
By:
|
|
/s/ Douglas R. Zink
|
|
|
|
|
|
|
Douglas R. Zink
|
|
|
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
4.19
|
|
Fifth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2022
|
|
|
|
4.20
|
|
Fourth Supplemental Indenture relating to 5.5% Senior Subordinated Notes due 2023
|
|
|
|
4.21
|
|
Third Supplemental Indenture relating to 5.25% Senior Subordinated Notes due 2024
|
|
|
|
4.22
|
|
First Supplemental Indenture relating to 4.125% Senior Subordinated Notes due 2026
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
99.1
|
|
Updates, where applicable, to Part I, Item 1. Business, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.2
|
|
Updates, where applicable, to Part I, Item 2. Properties, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.3
|
|
Updates, where applicable, to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.4
|
|
Updates, where applicable, to Part II, Item 8. Financial Statements and Supplementary Data, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
99.5
|
|
Updates, where applicable, to Part IV, Item 15. Exhibits and Financial Statement Schedules, from Belden’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on February 17, 2017
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
|
|
|
|
|
|
|
|
|
|
|
BELDEN INC.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Vice President, Global Sales Operations, and Treasurer
|
|
|
|
|
|
|
|
|
BELDEN WIRE & CABLE COMPANY LLC
|
|
BELDEN HOLDINGS, LLC
|
|
CDT INTERNATIONAL HOLDINGS LLC
|
|
BELDEN 1993 LLC
|
|
PPC BROADBAND, INC.
|
|
BELDEN FINANCE 2013 LP
|
|
GARRETTCOM, INC.
|
|
GRASS VALLEY USA, LLC
|
|
PROSOFT TECHNOLOGY, INC.
|
|
VIA HOLDINGS I, INC.
|
|
VIA HOLDINGS II, INC.
|
|
TRIPWIRE, INC.
|
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Raymond S. Haverstock
|
|
|
|
|
|
|
Name: Raymond S. Haverstock
|
|
|
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BELDEN INC.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Vice President, Global Sales Operations, and Treasurer
|
|
|
|
|
|
|
|
|
BELDEN WIRE & CABLE COMPANY LLC
|
|
BELDEN HOLDINGS, LLC
|
|
CDT INTERNATIONAL HOLDINGS LLC
|
|
BELDEN 1993 LLC
|
|
PPC BROADBAND, INC.
|
|
BELDEN FINANCE 2013 LP
|
|
GARRETTCOM, INC.
|
|
GRASS VALLEY USA, LLC
|
|
PROSOFT TECHNOLOGY, INC.
|
|
VIA HOLDINGS I, INC.
|
|
VIA HOLDINGS II, INC.
|
|
TRIPWIRE, INC.
|
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
DEUTSCHE TRUSTEE COMPANY LIMITED,
as Trustee
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Tracey Dean
|
|
|
|
|
|
|
Name: Tracey Dean
|
|
|
|
|
|
|
Title: Associate Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ David Contino
|
|
|
|
|
|
|
Name: David Contino
|
|
|
|
|
|
|
Title: Associate Director
|
|
|
|
|
|
|
|
|
|
|
|
BELDEN INC.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Vice President, Global Sales Operations, and Treasurer
|
|
|
|
|
|
|
|
|
BELDEN WIRE & CABLE COMPANY LLC
|
|
BELDEN HOLDINGS, LLC
|
|
CDT INTERNATIONAL HOLDINGS LLC
|
|
BELDEN 1993 LLC
|
|
PPC BROADBAND, INC.
|
|
BELDEN FINANCE 2013 LP
|
|
GARRETTCOM, INC.
|
|
GRASS VALLEY USA, LLC
|
|
PROSOFT TECHNOLOGY, INC.
|
|
VIA HOLDINGS I, INC.
|
|
VIA HOLDINGS II, INC.
|
|
TRIPWIRE, INC.
|
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Raymond S. Haverstock
|
|
|
|
|
|
|
Name: Raymond S. Haverstock
|
|
|
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BELDEN INC.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Vice President, Global Sales Operations, and Treasurer
|
|
|
|
|
|
|
|
|
BELDEN WIRE & CABLE COMPANY LLC
|
|
BELDEN HOLDINGS, LLC
|
|
CDT INTERNATIONAL HOLDINGS LLC
|
|
BELDEN 1993 LLC
|
|
PPC BROADBAND, INC.
|
|
BELDEN FINANCE 2013 LP
|
|
GARRETTCOM, INC.
|
|
GRASS VALLEY USA, LLC
|
|
PROSOFT TECHNOLOGY, INC.
|
|
VIA HOLDINGS I, INC.
|
|
VIA HOLDINGS II, INC.
|
|
TRIPWIRE, INC.
|
|
|
|
|
By:
|
|
/s/ William Tiszai
|
|
|
|
|
|
|
Name: William Tiszai
|
|
|
|
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
DEUTSCHE TRUSTEE COMPANY LIMITED,
as Trustee
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Tracey Dean
|
|
|
|
|
|
|
Name: Tracey Dean
|
|
|
|
|
|
|
Title: Associate Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ David Contino
|
|
|
|
|
|
|
Name: David Contino
|
|
|
|
|
|
|
Title: Associate Director
|
(1)
|
Registration Statements (Forms S-8 No. 333-73790, No. 333-138177, and No. 333-160292) pertaining to the Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan of Belden Inc. (formerly Cable Design Technologies Corporation),
|
(2)
|
Registration Statements (Forms S-8 No. 333-175859 and No. 333-216752) pertaining to the 2011 Long-Term Performance Incentive Plan of Belden Inc., and
|
(3)
|
Registration Statement (Form S-3 No. 333-211717) of Belden Inc.;
|
•
|
Operational Excellence
—The core of our business model is operational excellence and the execution of our Belden Business System. The Belden Business System has three areas of focus. First, we demonstrate a commitment to Lean enterprise initiatives, which improve not only the quality and efficiency of the manufacturing environment, but our business processes on a company-wide basis. Second, we utilize our Market Delivery System (MDS), a go-to-market model that provides the foundation for organic growth. We believe that organic growth, resulting from both market growth and share capture, is essential to our success. Finally, our Talent Management System supports the development of our associates at all levels, which preserves the culture necessary to operate our business consistently and sustainably.
|
•
|
Cash Generation
—Our pursuit of operational excellence results in the generation of significant cash flow. We generated cash flows from operating activities of $314.8 million, $241.5 million, and $200.9 million in 2016, 2015, and 2014, respectively.
|
•
|
Portfolio Improvement—
We utilize the cash flow generated by our business to fuel our continued transformation and generate shareholder value. We continuously improve our portfolio to ensure we provide the most complete, end-to-end solutions to our customers. Our portfolio is designed with balance across end markets and geographies to ensure we can meet our goals in most economic environments. We have a disciplined acquisition cultivation, execution, and integration system that allows us to invest in outstanding companies that strengthen our capabilities and enhance our ability to serve our customers.
|
|
Percentage of Segment Revenues
(1)
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Broadcast Solutions
|
32.6
|
%
|
|
31.4
|
%
|
|
32.6
|
%
|
Enterprise Solutions
|
25.6
|
%
|
|
25.7
|
%
|
|
27.0
|
%
|
Industrial Solutions
|
24.8
|
%
|
|
25.6
|
%
|
|
29.4
|
%
|
Network Solutions
|
17.0
|
%
|
|
17.3
|
%
|
|
11.0
|
%
|
(1)
|
See Note 6 to the Consolidated Financial Statements for additional information regarding our segment measures.
|
•
|
In the broadcast market, the trend towards increasingly complex broadcast production, management, and distribution environments continues to evolve. Our end-use customers need to increase efficiency and enhance workflow through systems and infrastructure. Our broadcast products allow content producers, broadcasters, and service providers to manage the increasingly complex broadcast signals throughout their operations.
|
•
|
In order to support the demand for additional bandwidth and to improve service integrity, broadband service providers are investing in their networks to enhance delivery capabilities to customers for the foreseeable future. Additional bandwidth requirements as a result of increased traffic expose weak points in the network, which are often connectivity related, causing broadband service operators to improve and upgrade residential networks with higher performing connectivity products.
|
•
|
For network solution products, there is a compelling need among global enterprises, service providers and government agencies to detect, prevent and respond to cybersecurity threats. This is a long-standing need within corporate networks, but we believe the rapid proliferation of new devices in the “internet of things” will cause this need to
|
•
|
Part of our research and development is focused on creating scalable, efficient technologies to provide real-time instrumentation and analytics across entire networks. This includes delivering high-fidelity visibility and deep intelligence about networked systems, their vulnerabilities, and providing actionable information about how to effectively secure them. Additionally, we have highly-skilled and active research teams who analyze current and anticipated threats, and provide offerings to the market to enable customers to quickly detect and resolve cybersecurity threats.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Copper spot prices per pound
|
|
|
|
|
|
||||||
High
|
$
|
2.69
|
|
|
$
|
2.95
|
|
|
$
|
3.43
|
|
Low
|
$
|
1.94
|
|
|
$
|
2.02
|
|
|
$
|
2.54
|
|
Name
|
|
Age
|
|
Position
|
John Stroup
|
|
51
|
|
President, Chief Executive Officer, and Chairman
|
Brian Anderson
|
|
43
|
|
Senior Vice President, Legal, General Counsel and Corporate Secretary
|
Henk Derksen
|
|
48
|
|
Senior Vice President, Finance, and Chief Financial Officer
|
Dean McKenna
|
|
48
|
|
Senior Vice President, Human Resources
|
Glenn Pennycook
|
|
55
|
|
Executive Vice President, Enterprise Solutions
|
Ross Rosenberg
|
|
47
|
|
Senior Vice President, Strategy and Corporate Development
|
Dhrupad Trivedi
|
|
50
|
|
Executive Vice President, Network Solutions
|
Roel Vestjens
|
|
42
|
|
Executive Vice President, Industrial Solutions
|
Doug Zink
|
|
41
|
|
Vice President and Chief Accounting Officer
|
|
Broadcast
Solutions
|
|
Enterprise
Solutions
|
|
Industrial
Solutions
|
|
Network
Solutions
|
|
Utilized by
Multiple
Segments
|
|
Total
|
||||||
Brazil
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Canada
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
China
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Czech Republic
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Denmark
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Germany
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
Hungary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Italy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Japan
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Mexico
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
Netherlands
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
St. Kitts
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
United Kingdom
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
United States
|
2
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
5
|
|
|
14
|
|
Total
|
11
|
|
|
2
|
|
|
9
|
|
|
5
|
|
|
10
|
|
|
37
|
|
•
|
Delivering highly engineered signal transmission solutions for mission-critical applications in a diverse set of global markets;
|
•
|
Maintaining a balanced product portfolio across end markets, applications, and geographies that allows for a disciplined approach to growth;
|
•
|
Capturing additional market share by using our Market Delivery System to improve channel and end-user relationships and to concentrate sales efforts on customers in higher growth geographies and vertical end-markets;
|
•
|
Managing our product portfolio to provide innovative and complete end-to-end solutions for our customers in applications for which we have operational expertise and can drive customer loyalty;
|
•
|
Acquiring leading companies with innovative product portfolios and opportunities for synergies which fit within our strategic framework;
|
•
|
Continuously improving our people, processes, and systems through scalable, flexible, and sustainable business systems for talent management, Lean enterprise, and acquisition cultivation and integration; and
|
•
|
Protecting and enhancing the value of the Belden brands.
|
•
|
Grow Adjusted Revenues on a constant currency basis by 5-7% per year, from a combination of end market growth, market share capture, and contributions from acquisitions;
|
•
|
Achieve Adjusted EBITDA margins in the range of 18-20%;
|
•
|
Generate free cash flow in excess of Adjusted Net Income; and
|
•
|
Realize return on invested capital of 13-15%.
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Revenues
|
$
|
2,356,672
|
|
|
$
|
2,309,222
|
|
|
$
|
2,308,265
|
|
|
2.1
|
%
|
|
—
|
%
|
Gross profit
|
980,994
|
|
|
918,173
|
|
|
819,449
|
|
|
6.8
|
%
|
|
12.0
|
%
|
|||
Selling, general and administrative expenses
|
494,224
|
|
|
525,518
|
|
|
483,990
|
|
|
(6.0
|
)%
|
|
8.6
|
%
|
|||
Research and development
|
140,601
|
|
|
148,311
|
|
|
113,914
|
|
|
(5.2
|
)%
|
|
30.2
|
%
|
|||
Amortization of intangibles
|
98,385
|
|
|
103,791
|
|
|
58,426
|
|
|
(5.2
|
)%
|
|
77.6
|
%
|
|||
Impairment of assets held for sale
|
23,931
|
|
|
—
|
|
|
—
|
|
|
100.0
|
%
|
|
n/a
|
|
|||
Operating income
|
223,853
|
|
|
140,553
|
|
|
163,119
|
|
|
59.3
|
%
|
|
(13.8
|
)%
|
|||
Interest expense, net
|
95,050
|
|
|
100,613
|
|
|
81,573
|
|
|
(5.5
|
)%
|
|
23.3
|
%
|
|||
Loss on debt extinguishment
|
2,342
|
|
|
—
|
|
|
—
|
|
|
100.0
|
%
|
|
n/a
|
|
|||
Income from continuing operations before taxes
|
126,461
|
|
|
39,940
|
|
|
81,546
|
|
|
216.6
|
%
|
|
(51.0
|
)%
|
•
|
Increases in sales volume resulted in an increase in revenues of $26.2 million. An increase in volume within our broadcast and enterprise markets was partially offset by soft demand for our industrial products. From a geographic perspective, volume growth was most notable in Asia and Europe.
|
•
|
Purchase accounting effects of recording deferred revenue at fair value primarily for our Tripwire acquisition resulted in a revenue increase of $44.7 million in 2016 as compared to 2015.
|
•
|
Royalty revenues from a patent settlement in 2016 resulted in a revenue increase of $10.3 million.
|
•
|
Acquisitions resulted in a revenue increase of $6.6 million.
|
•
|
Lower copper costs resulted in a revenue decrease of $22.7 million.
|
•
|
Unfavorable currency translation, primarily due to the strengthening U.S. dollar compared to the euro and the Canadian dollar, resulted in a revenue decrease of $17.6 million.
|
•
|
Acquisitions contributed $203.8 million of revenues.
|
•
|
Unfavorable currency translation, primarily due to the strengthened U.S. dollar compared to the euro and the Canadian dollar, resulted in a revenue decrease of $132.1 million.
|
•
|
Lower copper costs resulted in a revenue decrease of $40.6 million.
|
•
|
Decreases in unit sales volume resulted in a decrease in revenues of $30.1 million. Soft demand for our broadcast infrastructure and industrial products was partially offset by strong demand for our enterprise and broadband connectivity products. From a geographic perspective, weakness in China, Europe, and Latin America was partially offset by strength in the U.S. and Canada.
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Income from continuing operations before taxes
|
$
|
126,461
|
|
|
$
|
39,940
|
|
|
$
|
81,546
|
|
|
216.6
|
%
|
|
-51.0
|
%
|
Income tax expense (benefit)
|
(1,185
|
)
|
|
(26,568
|
)
|
|
7,114
|
|
|
-95.5
|
%
|
|
-473.5
|
%
|
|||
Effective tax rate
|
-0.9
|
%
|
|
-66.5
|
%
|
|
8.7
|
%
|
|
|
|
|
•
|
We recognized a net tax benefit of $13.3 million related to a foreign tax credit planning initiative that enabled us to recognize tax credits from a foreign jurisdiction.
|
•
|
We also recognized a net tax benefit of $9.2 million as a result of reducing deferred tax valuation allowances related to net operating loss carryforwards in foreign jurisdictions.
|
•
|
We also recognized a $7.0 million tax benefit in 2016 for the reduction of deferred tax liabilities related to a previously completed acquisition. We secured a Private Letter Ruling from the Internal Revenue Service that effectively increased the tax basis in the acquired assets to the full fair value. Accordingly, a book-tax difference was eliminated, and we reversed deferred tax liabilities previously recorded, resulting in the tax benefit.
|
•
|
We also recognized a $4.7 million tax benefit in 2016 as the result of securing a significant tax deduction for a foreign currency loss by implementing several transactions related to our international tax structure.
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Adjusted Revenues
|
$
|
2,357,805
|
|
|
$
|
2,360,583
|
|
|
$
|
2,320,219
|
|
|
-0.1
|
%
|
|
1.7
|
%
|
Adjusted EBITDA
|
431,201
|
|
|
400,688
|
|
|
359,425
|
|
|
7.6
|
%
|
|
11.5
|
%
|
|||
as a percent of adjusted revenues
|
18.3
|
%
|
|
17.0
|
%
|
|
15.5
|
%
|
|
|
|
|
•
|
Lower copper costs resulted in a revenue decrease of $22.7 million.
|
•
|
Unfavorable currency translation, primarily due to the strengthening U.S. dollar compared to the euro and the Canadian dollar, resulted in a revenue decrease of $17.6 million.
|
•
|
Increases in unit sales volume resulted in an increase in revenues of $26.2 million. An increase in volume within our broadcast and enterprise markets was partially offset by soft demand for our industrial products. From a geographic perspective, volume growth was most notable in Asia and Europe.
|
•
|
Acquisitions resulted in a revenue increase of $6.6 million.
|
•
|
Royalty revenues from a patent settlement resulted in a revenue increase of $4.7 million.
|
•
|
Acquisitions contributed $256.6 million of revenues.
|
•
|
Unfavorable currency translation, primarily due to the strengthening U.S. dollar compared to the euro and the Canadian dollar, resulted in a revenue decrease of $132.1 million.
|
•
|
Decreases in unit sales volume resulted in a decrease in revenues of $43.5 million. Soft demand for our broadcast infrastructure and industrial products was partially offset by strong demand for our enterprise and broadband connectivity products. From a geographic perspective, weakness in China, Europe, and Latin America was partially offset by strength in the U.S. and Canada.
|
•
|
Lower copper costs resulted in a revenue decrease of $40.6 million.
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Segment Revenues
|
$
|
769,753
|
|
|
$
|
739,970
|
|
|
$
|
757,767
|
|
|
4.0
|
%
|
|
-2.3
|
%
|
Segment EBITDA
|
137,870
|
|
|
113,638
|
|
|
116,966
|
|
|
21.3
|
%
|
|
-2.8
|
%
|
|||
as a percent of segment revenues
|
17.9
|
%
|
|
15.4
|
%
|
|
15.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Segment Revenues
|
$
|
603,188
|
|
|
$
|
605,910
|
|
|
$
|
626,614
|
|
|
-0.4
|
%
|
|
-3.3
|
%
|
Segment EBITDA
|
101,298
|
|
|
100,214
|
|
|
89,352
|
|
|
1.1
|
%
|
|
12.2
|
%
|
|||
as a percent of segment revenues
|
16.8
|
%
|
|
16.5
|
%
|
|
14.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Segment Revenues
|
$
|
585,476
|
|
|
$
|
603,350
|
|
|
$
|
682,374
|
|
|
-3.0
|
%
|
|
-11.6
|
%
|
Segment EBITDA
|
101,248
|
|
|
99,941
|
|
|
106,097
|
|
|
1.3
|
%
|
|
-5.8
|
%
|
|||
as a percent of segment revenues
|
17.3
|
%
|
|
16.6
|
%
|
|
15.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
Segment Revenues
|
$
|
399,388
|
|
|
$
|
411,353
|
|
|
$
|
253,464
|
|
|
-2.9
|
%
|
|
62.3
|
%
|
Segment EBITDA
|
92,773
|
|
|
87,873
|
|
|
47,927
|
|
|
5.6
|
%
|
|
83.3
|
%
|
|||
as a percent of segment revenues
|
23.2
|
%
|
|
21.4
|
%
|
|
18.9
|
%
|
|
|
|
|
|
Years Ended
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
314,794
|
|
|
$
|
241,460
|
|
Investing activities
|
(73,257
|
)
|
|
(746,254
|
)
|
||
Financing activities
|
401,704
|
|
|
(11,069
|
)
|
||
Effects of currency exchange rate changes on cash and cash equivalents
|
(11,876
|
)
|
|
(8,548
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
631,365
|
|
|
(524,411
|
)
|
||
Cash and cash equivalents, beginning of year
|
216,751
|
|
|
741,162
|
|
||
Cash and cash equivalents, end of year
|
$
|
848,116
|
|
|
$
|
216,751
|
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
4-5
Years
|
|
More than
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt payment obligations
(1)(2)
|
$
|
1,620,161
|
|
|
$
|
—
|
|
|
$
|
5,221
|
|
|
$
|
—
|
|
|
$
|
1,614,940
|
|
Interest payments on long-term debt obligations
|
621,272
|
|
|
89,104
|
|
|
178,207
|
|
|
177,241
|
|
|
176,720
|
|
|||||
Operating lease obligations
(3)
|
112,528
|
|
|
26,439
|
|
|
35,897
|
|
|
21,393
|
|
|
28,799
|
|
|||||
Purchase obligations
(4)
|
11,473
|
|
|
11,308
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|||||
Other commitments
(5)
|
10,474
|
|
|
2,908
|
|
|
5,993
|
|
|
1,573
|
|
|
—
|
|
|||||
Pension and other postemployment obligations
|
60,635
|
|
|
6,130
|
|
|
12,747
|
|
|
11,941
|
|
|
29,817
|
|
|||||
Total
|
$
|
2,436,543
|
|
|
$
|
135,889
|
|
|
$
|
238,230
|
|
|
$
|
212,148
|
|
|
$
|
1,850,276
|
|
(1)
|
As described in Note 14 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)
|
As described in Note 23 to the Consolidated Financial Statements.
|
(4)
|
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.
|
(5)
|
Does not include accounts payable reflected in the financial statements. Includes obligations for uncertain tax positions (see Note 16 to the Consolidated Financial Statements).
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Standby financial letters of credit
|
$
|
7,785
|
|
|
$
|
6,598
|
|
|
$
|
1,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bank guarantees
|
1,674
|
|
|
1,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Surety bonds
|
2,436
|
|
|
2,436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
11,895
|
|
|
$
|
10,708
|
|
|
$
|
1,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except par value)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
848,116
|
|
|
$
|
216,751
|
|
Receivables, net
|
388,059
|
|
|
387,386
|
|
||
Inventories, net
|
190,408
|
|
|
195,942
|
|
||
Other current assets
|
29,176
|
|
|
37,079
|
|
||
Assets held for sale
|
23,193
|
|
|
—
|
|
||
Total current assets
|
1,478,952
|
|
|
837,158
|
|
||
Property, plant and equipment, less accumulated depreciation
|
309,291
|
|
|
310,629
|
|
||
Goodwill
|
1,385,995
|
|
|
1,385,115
|
|
||
Intangible assets, less accumulated amortization
|
560,082
|
|
|
655,871
|
|
||
Deferred income taxes
|
33,706
|
|
|
34,295
|
|
||
Other long-lived assets
|
38,777
|
|
|
67,534
|
|
||
|
$
|
3,806,803
|
|
|
$
|
3,290,602
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
258,203
|
|
|
$
|
223,514
|
|
Accrued liabilities
|
310,340
|
|
|
323,249
|
|
||
Current maturities of long-term debt
|
—
|
|
|
2,500
|
|
||
Liabilities held for sale
|
1,736
|
|
|
—
|
|
||
Total current liabilities
|
570,279
|
|
|
549,263
|
|
||
Long-term debt
|
1,620,161
|
|
|
1,725,282
|
|
||
Postretirement benefits
|
104,050
|
|
|
105,230
|
|
||
Deferred income taxes
|
14,276
|
|
|
46,034
|
|
||
Other long-term liabilities
|
36,720
|
|
|
39,270
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share— 2,000 shares authorized; 52 shares outstanding
|
1
|
|
|
—
|
|
||
Common stock, par value $0.01 per share— 200,000 shares authorized; 50,335 shares issued; 42,180 and 41,981 shares outstanding at 2016 and 2015, respectively
|
503
|
|
|
503
|
|
||
Additional paid-in capital
|
1,116,090
|
|
|
605,660
|
|
||
Retained earnings
|
783,812
|
|
|
679,716
|
|
||
Accumulated other comprehensive loss
|
(39,067
|
)
|
|
(58,987
|
)
|
||
Treasury stock, at cost— 8,155 and 8,354 shares at 2016 and 2015, respectively
|
(401,026
|
)
|
|
(402,793
|
)
|
||
Total Belden stockholders’ equity
|
1,460,313
|
|
|
824,099
|
|
||
Noncontrolling interest
|
1,004
|
|
|
1,424
|
|
||
Total stockholders’ equity
|
1,461,317
|
|
|
825,523
|
|
||
|
$
|
3,806,803
|
|
|
$
|
3,290,602
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenues
|
$
|
2,356,672
|
|
|
$
|
2,309,222
|
|
|
$
|
2,308,265
|
|
Cost of sales
|
(1,375,678
|
)
|
|
(1,391,049
|
)
|
|
(1,488,816
|
)
|
|||
Gross profit
|
980,994
|
|
|
918,173
|
|
|
819,449
|
|
|||
Selling, general and administrative expenses
|
(494,224
|
)
|
|
(525,518
|
)
|
|
(483,990
|
)
|
|||
Research and development
|
(140,601
|
)
|
|
(148,311
|
)
|
|
(113,914
|
)
|
|||
Amortization of intangibles
|
(98,385
|
)
|
|
(103,791
|
)
|
|
(58,426
|
)
|
|||
Impairment of assets held for sale
|
(23,931
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income
|
223,853
|
|
|
140,553
|
|
|
163,119
|
|
|||
Interest expense, net
|
(95,050
|
)
|
|
(100,613
|
)
|
|
(81,573
|
)
|
|||
Loss on debt extinguishment
|
(2,342
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations before taxes
|
126,461
|
|
|
39,940
|
|
|
81,546
|
|
|||
Income tax benefit (expense)
|
1,185
|
|
|
26,568
|
|
|
(7,114
|
)
|
|||
Income from continuing operations
|
127,646
|
|
|
66,508
|
|
|
74,432
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(242
|
)
|
|
579
|
|
|||
Loss from disposal of discontinued operations, net of tax
|
—
|
|
|
(86
|
)
|
|
(562
|
)
|
|||
Net income
|
127,646
|
|
|
66,180
|
|
|
74,449
|
|
|||
Less: Net loss attributable to noncontrolling interest
|
(357
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Net income attributable to Belden
|
128,003
|
|
|
66,204
|
|
|
74,449
|
|
|||
Less: Preferred stock dividends
|
15,428
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Belden common stockholders
|
$
|
112,575
|
|
|
$
|
66,204
|
|
|
$
|
74,449
|
|
Weighted average number of common shares and equivalents:
|
|
|
|
|
|
||||||
Basic
|
42,093
|
|
|
42,390
|
|
|
43,273
|
|
|||
Diluted
|
42,557
|
|
|
42,953
|
|
|
43,997
|
|
|||
Basic income (loss) per share attributable to Belden common stockholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.67
|
|
|
$
|
1.57
|
|
|
$
|
1.72
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|||
Disposal of discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income
|
$
|
2.67
|
|
|
$
|
1.56
|
|
|
$
|
1.72
|
|
Diluted income (loss) per share attributable to Belden common stockholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.65
|
|
|
$
|
1.55
|
|
|
$
|
1.69
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|||
Disposal of discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income
|
$
|
2.65
|
|
|
$
|
1.54
|
|
|
$
|
1.69
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
127,646
|
|
|
$
|
66,180
|
|
|
$
|
74,449
|
|
Foreign currency translation, net of tax of $1.2 million, $1.3 million, and $1.8 million, respectively
|
18,687
|
|
|
(20,842
|
)
|
|
(10,387
|
)
|
|||
Adjustments to pension and postretirement liability, net of tax of $1.9 million, $3.1 million, and $3.6 million, respectively
|
1,170
|
|
|
7,864
|
|
|
(6,463
|
)
|
|||
Other comprehensive income (loss), net of tax
|
19,857
|
|
|
(12,978
|
)
|
|
(16,850
|
)
|
|||
Comprehensive income
|
147,503
|
|
|
53,202
|
|
|
57,599
|
|
|||
Less: Comprehensive loss attributable to noncontrolling interest
|
(420
|
)
|
|
(46
|
)
|
|
—
|
|
|||
Comprehensive income attributable to Belden
|
$
|
147,923
|
|
|
$
|
53,248
|
|
|
$
|
57,599
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
127,646
|
|
|
$
|
66,180
|
|
|
$
|
74,449
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
145,593
|
|
|
150,342
|
|
|
102,162
|
|
|||
Impairment of assets held for sale
|
23,931
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
18,178
|
|
|
17,745
|
|
|
18,858
|
|
|||
Loss on debt extinguishment
|
2,342
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax benefit
|
(30,034
|
)
|
|
(45,674
|
)
|
|
(17,796
|
)
|
|||
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
|
|
|
|
|
|
||||||
Receivables
|
(10,115
|
)
|
|
6,066
|
|
|
(15,810
|
)
|
|||
Inventories
|
2,677
|
|
|
19,204
|
|
|
(2,260
|
)
|
|||
Accounts payable
|
39,298
|
|
|
(38,907
|
)
|
|
28,120
|
|
|||
Accrued liabilities
|
(13,181
|
)
|
|
59,214
|
|
|
(5,598
|
)
|
|||
Accrued taxes
|
11,722
|
|
|
11,981
|
|
|
9,058
|
|
|||
Other assets
|
760
|
|
|
(4,840
|
)
|
|
6,268
|
|
|||
Other liabilities
|
(4,023
|
)
|
|
149
|
|
|
3,436
|
|
|||
Net cash provided by operating activities
|
314,794
|
|
|
241,460
|
|
|
200,887
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(53,974
|
)
|
|
(54,969
|
)
|
|
(45,459
|
)
|
|||
Cash used to acquire businesses, net of cash acquired
|
(18,848
|
)
|
|
(695,345
|
)
|
|
(347,817
|
)
|
|||
Other
|
(827
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from (payments for) disposal of business
|
—
|
|
|
3,527
|
|
|
(956
|
)
|
|||
Proceeds from disposal of tangible assets
|
392
|
|
|
533
|
|
|
1,884
|
|
|||
Net cash used for investing activities
|
(73,257
|
)
|
|
(746,254
|
)
|
|
(392,348
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the issuance of preferred stock, net
|
501,498
|
|
|
—
|
|
|
—
|
|
|||
Borrowings under credit arrangements
|
222,050
|
|
|
200,000
|
|
|
456,163
|
|
|||
Contribution from noncontrolling interest
|
—
|
|
|
1,470
|
|
|
—
|
|
|||
Payments under borrowing arrangements
|
(294,375
|
)
|
|
(152,500
|
)
|
|
(2,500
|
)
|
|||
Cash dividends paid
|
(16,079
|
)
|
|
(8,395
|
)
|
|
(8,699
|
)
|
|||
Withholding tax payments for share based payment awards, net of proceeds from the exercise of stock options
|
(7,480
|
)
|
|
(11,693
|
)
|
|
(11,708
|
)
|
|||
Debt issuance costs paid
|
(3,910
|
)
|
|
(898
|
)
|
|
(10,700
|
)
|
|||
Payments under share repurchase program
|
—
|
|
|
(39,053
|
)
|
|
(92,197
|
)
|
|||
Net cash provided by (used for) financing activities
|
401,704
|
|
|
(11,069
|
)
|
|
330,359
|
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
(11,876
|
)
|
|
(8,548
|
)
|
|
(11,040
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
631,365
|
|
|
(524,411
|
)
|
|
127,858
|
|
|||
Cash and cash equivalents, beginning of period
|
216,751
|
|
|
741,162
|
|
|
613,304
|
|
|||
Cash and cash equivalents, end of period
|
$
|
848,116
|
|
|
$
|
216,751
|
|
|
$
|
741,162
|
|
|
|
|
|
|
Belden Inc. Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Mandatory Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Non-controlling
Interest |
|
Total
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
585,753
|
|
|
$
|
556,214
|
|
|
(6,880
|
)
|
|
$
|
(276,748
|
)
|
|
$
|
(29,181
|
)
|
|
$
|
—
|
|
|
$
|
836,541
|
|
Net income
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,449
|
|
|||||||||
Foreign currency translation, net of $1.8 million tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,387
|
)
|
|
—
|
|
|
(10,387
|
)
|
||||||||
Adjustments to pension and postretirement liability, net of $3.6 million tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,463
|
)
|
|
—
|
|
|
(6,463
|
)
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,850
|
)
|
||||||||||||||||||
Exercise of stock options, net of tax withholding forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,123
|
)
|
|
—
|
|
|
194
|
|
|
2,395
|
|
|
—
|
|
|
—
|
|
|
(9,728
|
)
|
||||||||
Conversion of restricted stock units into common stock, net of tax withholding forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,958
|
)
|
|
—
|
|
|
77
|
|
|
1,979
|
|
|
—
|
|
|
—
|
|
|
(1,979
|
)
|
||||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,262
|
)
|
|
(92,197
|
)
|
|
—
|
|
|
—
|
|
|
(92,197
|
)
|
||||||||
Share-based compensation related items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,717
|
|
||||||||
Common stock dividends ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,767
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,767
|
)
|
||||||||
Balance at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
595,389
|
|
|
$
|
621,896
|
|
|
(7,871
|
)
|
|
$
|
(364,571
|
)
|
|
$
|
(46,031
|
)
|
|
$
|
—
|
|
|
$
|
807,186
|
|
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|
1,470
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
66,180
|
|
||||||||
Foreign currency translation, net of $1.3 million tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,820
|
)
|
|
(22
|
)
|
|
(20,842
|
)
|
||||||||
Adjustments to pension and postretirement liability, net of $3.1 million tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,864
|
|
|
—
|
|
|
7,864
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,978
|
)
|
||||||||||||||||||
Exercise of stock options, net of tax withholding forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,070
|
)
|
|
—
|
|
|
100
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(6,166
|
)
|
||||||||
Conversion of restricted stock units into common stock, net of tax withholding forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,454
|
)
|
|
—
|
|
|
115
|
|
|
927
|
|
|
—
|
|
|
—
|
|
|
(5,527
|
)
|
||||||||
Share repurchase program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(698
|
)
|
|
(39,053
|
)
|
|
—
|
|
|
—
|
|
|
(39,053
|
)
|
||||||||
Share-based compensation related items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,795
|
|
||||||||
Common stock dividends ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,384
|
)
|
||||||||
Balance at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
605,660
|
|
|
$
|
679,716
|
|
|
(8,354
|
)
|
|
$
|
(402,793
|
)
|
|
$
|
(58,987
|
)
|
|
$
|
1,424
|
|
|
$
|
825,523
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
127,646
|
|
||||||||
Foreign currency translation, net of $1.2 million tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,750
|
|
|
(63
|
)
|
|
18,687
|
|
||||||||
Adjustments to pension and postretirement liability, net of $1.9 million tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,170
|
|
|
—
|
|
|
1,170
|
|
||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,857
|
|
||||||||||||||||||
Preferred stock issuance, net
|
52
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
501,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501,498
|
|
||||||||
Exercise of stock options, net of tax withholding forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,205
|
)
|
|
—
|
|
|
76
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
(4,088
|
)
|
||||||||
Conversion of restricted stock units into common stock, net of tax withholding forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,040
|
)
|
|
—
|
|
|
123
|
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
(3,390
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,178
|
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,428
|
)
|
||||||||
Common stock dividends ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,479
|
)
|
||||||||
Balance at December 31, 2016
|
52
|
|
|
$
|
1
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
1,116,090
|
|
|
$
|
783,812
|
|
|
(8,155
|
)
|
|
$
|
(401,026
|
)
|
|
$
|
(39,067
|
)
|
|
$
|
1,004
|
|
|
$
|
1,461,317
|
|
•
|
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and
|
•
|
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
|
||
Cash
|
$
|
2,364
|
|
Receivables
|
37,792
|
|
|
Inventories
|
603
|
|
|
Other current assets
|
2,453
|
|
|
Property, plant and equipment
|
10,021
|
|
|
Goodwill
|
462,215
|
|
|
Intangible assets
|
306,000
|
|
|
Other non-current assets
|
659
|
|
|
Total assets
|
822,107
|
|
|
Accounts payable
|
3,142
|
|
|
Accrued liabilities
|
12,142
|
|
|
Deferred revenue
|
8,000
|
|
|
Deferred income taxes
|
95,074
|
|
|
Other non-current liabilities
|
540
|
|
|
Total liabilities
|
118,898
|
|
|
Net assets
|
$
|
703,209
|
|
|
Estimated Fair
Value
|
|
Amortization
Period
|
||
|
(In thousands)
|
|
(In years)
|
||
Intangible assets subject to amortization:
|
|
|
|
||
Developed technology
|
$
|
210,000
|
|
|
5.8
|
Customer relationships
|
56,000
|
|
|
15
|
|
Backlog
|
3,000
|
|
|
1
|
|
Total intangible assets subject to amortization
|
269,000
|
|
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
||
Goodwill
|
462,215
|
|
|
|
|
Trademarks
|
31,000
|
|
|
|
|
In-process research and development
|
6,000
|
|
|
|
|
Total intangible assets not subject to amortization
|
499,215
|
|
|
|
|
Total intangible assets
|
$
|
768,215
|
|
|
|
Weighted average amortization period
|
|
|
7.7
|
|
Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In thousands, except per share data)
(Unaudited)
|
||||||
Revenues
|
$
|
2,354,191
|
|
|
$
|
2,405,198
|
|
Income from continuing operations
|
92,104
|
|
|
23,302
|
|
||
Diluted income per share from continuing operations attributable to Belden stockholders
|
$
|
2.14
|
|
|
$
|
0.53
|
|
|
|
||
Cash
|
$
|
2,517
|
|
Receivables
|
5,894
|
|
|
Inventories
|
2,731
|
|
|
Other current assets
|
332
|
|
|
Property, plant and equipment
|
767
|
|
|
Goodwill
|
56,923
|
|
|
Intangible assets
|
40,800
|
|
|
Other non-current assets
|
622
|
|
|
Total assets
|
110,586
|
|
|
Accounts payable
|
2,544
|
|
|
Accrued liabilities
|
2,807
|
|
|
Other non-current liabilities
|
1,132
|
|
|
Total liabilities
|
6,483
|
|
|
Net assets
|
$
|
104,103
|
|
|
Fair Value
|
|
Amortization
Period
|
||
|
(In thousands)
|
|
(In years)
|
||
Intangible assets subject to amortization:
|
|
|
|
||
Customer relationships
|
$
|
26,600
|
|
|
20.0
|
Developed technologies
|
9,000
|
|
|
5.0
|
|
Trademarks
|
5,000
|
|
|
5.0
|
|
Backlog
|
200
|
|
|
0.3
|
|
Total intangible assets subject to amortization
|
40,800
|
|
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
||
Goodwill
|
56,923
|
|
|
|
|
Total intangible assets not subject to amortization
|
56,923
|
|
|
|
|
Total intangible assets
|
$
|
97,723
|
|
|
|
Weighted average amortization period
|
|
|
14.8
|
|
|
||
Cash
|
$
|
9,451
|
|
Receivables
|
67,354
|
|
|
Inventories
|
18,593
|
|
|
Other current assets
|
4,172
|
|
|
Property, plant and equipment
|
22,460
|
|
|
Goodwill
|
131,070
|
|
|
Intangible assets
|
95,500
|
|
|
Other non-current assets
|
17,101
|
|
|
Total assets
|
365,701
|
|
|
Accounts payable
|
51,276
|
|
|
Accrued liabilities
|
62,672
|
|
|
Deferred revenue
|
14,000
|
|
|
Postretirement benefits
|
16,538
|
|
|
Deferred income taxes
|
1,827
|
|
|
Other non-current liabilities
|
1,199
|
|
|
Total liabilities
|
147,512
|
|
|
Net assets
|
$
|
218,189
|
|
|
Fair Value
|
|
Amortization
Period
|
||
|
(In thousands)
|
|
(In years)
|
||
Intangible assets subject to amortization:
|
|
|
|
||
Developed technologies
|
$
|
37,000
|
|
|
5.0
|
Customer relationships
|
27,000
|
|
|
15.0
|
|
Backlog
|
1,500
|
|
|
0.3
|
|
Total intangible assets subject to amortization
|
65,500
|
|
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
||
Goodwill
|
131,070
|
|
|
|
|
Trademarks
|
22,000
|
|
|
|
|
In-process research and development
|
8,000
|
|
|
|
|
Total intangible assets not subject to amortization
|
161,070
|
|
|
|
|
Total intangible assets
|
$
|
226,570
|
|
|
|
Weighted average amortization period
|
|
|
9.0
|
|
|
Year ended December 31, 2014
|
||
|
|
(In thousands, except per share data)
(Unaudited)
|
||
Revenues
|
|
$
|
2,401,200
|
|
Income from continuing operations
|
|
67,956
|
|
|
Diluted income per share from continuing operations attributable to Belden stockholders
|
|
$
|
1.54
|
|
|
|
December 31, 2016
|
||
|
|
(In thousands)
|
||
Receivables, net
|
|
$
|
4,551
|
|
Inventories, net
|
|
2,848
|
|
|
Other current assets
|
|
1,131
|
|
|
Property, plant, and equipment
|
|
1,946
|
|
|
Intangible assets
|
|
4,405
|
|
|
Goodwill
|
|
5,477
|
|
|
Other long-lived assets
|
|
26,766
|
|
|
Total assets of disposal group
|
|
47,124
|
|
|
Impairment of assets held for sale
|
|
(23,931
|
)
|
|
Total assets held for sale
|
|
$
|
23,193
|
|
Accrued liabilities
|
|
$
|
1,288
|
|
Postretirement benefits
|
|
448
|
|
|
Total liabilities held for sale
|
|
$
|
1,736
|
|
Broadcast Solutions
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Segment revenues
|
$
|
769,753
|
|
|
$
|
739,970
|
|
|
$
|
757,767
|
|
Affiliate revenues
|
744
|
|
|
916
|
|
|
821
|
|
|||
Segment EBITDA
|
137,870
|
|
|
113,638
|
|
|
116,966
|
|
|||
Depreciation expense
|
16,229
|
|
|
16,295
|
|
|
15,854
|
|
|||
Amortization of intangibles
|
47,248
|
|
|
49,812
|
|
|
49,562
|
|
|||
Severance, restructuring, and acquisition integration costs
|
10,414
|
|
|
39,078
|
|
|
48,440
|
|
|||
Purchase accounting effects of acquisitions
|
(2,991
|
)
|
|
132
|
|
|
8,574
|
|
|||
Deferred gross profit adjustments
|
1,774
|
|
|
2,446
|
|
|
10,777
|
|
|||
Patent settlement
|
(5,554
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of property, plant and equipment
|
15,713
|
|
|
27,365
|
|
|
17,091
|
|
|||
Segment assets
|
325,396
|
|
|
346,095
|
|
|
378,024
|
|
Enterprise Solutions
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Segment revenues
|
$
|
603,188
|
|
|
$
|
605,910
|
|
|
$
|
626,614
|
|
Affiliate revenues
|
5,977
|
|
|
5,322
|
|
|
8,467
|
|
|||
Segment EBITDA
|
101,298
|
|
|
100,214
|
|
|
89,352
|
|
|||
Depreciation expense
|
13,226
|
|
|
12,591
|
|
|
14,443
|
|
|||
Amortization of intangibles
|
1,718
|
|
|
1,720
|
|
|
1,827
|
|
|||
Severance, restructuring, and acquisition integration costs
|
11,962
|
|
|
723
|
|
|
3,435
|
|
|||
Purchase accounting effects of acquisitions
|
912
|
|
|
52
|
|
|
608
|
|
|||
Acquisition of property, plant and equipment
|
22,679
|
|
|
10,323
|
|
|
13,395
|
|
|||
Segment assets
|
246,564
|
|
|
238,400
|
|
|
259,344
|
|
Industrial Solutions
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Segment revenues
|
$
|
585,476
|
|
|
$
|
603,350
|
|
|
$
|
682,374
|
|
Affiliate revenues
|
1,325
|
|
|
1,613
|
|
|
2,927
|
|
|||
Segment EBITDA
|
101,248
|
|
|
99,941
|
|
|
106,097
|
|
|||
Depreciation expense
|
11,038
|
|
|
11,235
|
|
|
11,145
|
|
|||
Amortization of intangibles
|
2,394
|
|
|
3,154
|
|
|
1,236
|
|
|||
Severance, restructuring, and acquisition integration costs
|
9,923
|
|
|
6,228
|
|
|
11,953
|
|
|||
Purchase accounting effects of acquisitions
|
—
|
|
|
334
|
|
|
1,328
|
|
|||
Acquisition of property, plant and equipment
|
10,486
|
|
|
8,836
|
|
|
10,053
|
|
|||
Segment assets
|
226,306
|
|
|
231,265
|
|
|
255,997
|
|
Network Solutions
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Segment revenues
|
$
|
399,388
|
|
|
$
|
411,353
|
|
|
$
|
253,464
|
|
Affiliate revenues
|
79
|
|
|
78
|
|
|
54
|
|
|||
Segment EBITDA
|
92,773
|
|
|
87,873
|
|
|
47,927
|
|
|||
Depreciation expense
|
6,715
|
|
|
6,430
|
|
|
2,294
|
|
|||
Amortization of intangibles
|
47,025
|
|
|
49,105
|
|
|
5,801
|
|
|||
Severance, restructuring, and acquisition integration costs
|
6,471
|
|
|
1,141
|
|
|
6,999
|
|
|||
Purchase accounting effects of acquisitions
|
—
|
|
|
9,229
|
|
|
2,030
|
|
|||
Deferred gross profit adjustments
|
4,913
|
|
|
50,430
|
|
|
—
|
|
|||
Acquisition of property, plant and equipment
|
4,704
|
|
|
7,048
|
|
|
1,903
|
|
|||
Segment assets
|
115,732
|
|
|
118,520
|
|
|
67,417
|
|
Total Segments
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Segment revenues
|
$
|
2,357,805
|
|
|
$
|
2,360,583
|
|
|
$
|
2,320,219
|
|
Affiliate revenues
|
8,125
|
|
|
7,929
|
|
|
12,269
|
|
|||
Segment EBITDA
|
433,189
|
|
|
401,666
|
|
|
360,342
|
|
|||
Depreciation expense
|
47,208
|
|
|
46,551
|
|
|
43,736
|
|
|||
Amortization of intangibles
|
98,385
|
|
|
103,791
|
|
|
58,426
|
|
|||
Severance, restructuring, and acquisition integration costs
|
38,770
|
|
|
47,170
|
|
|
70,827
|
|
|||
Purchase accounting effects of acquisitions
|
(2,079
|
)
|
|
9,747
|
|
|
12,540
|
|
|||
Deferred gross profit adjustments
|
6,687
|
|
|
52,876
|
|
|
10,777
|
|
|||
Patent settlement
|
(5,554
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of property, plant and equipment
|
53,582
|
|
|
53,572
|
|
|
42,442
|
|
|||
Segment assets
|
913,998
|
|
|
934,280
|
|
|
960,782
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Total Segment Revenues
|
$
|
2,357,805
|
|
|
$
|
2,360,583
|
|
|
$
|
2,320,219
|
|
Deferred revenue adjustments (2)
|
(6,687
|
)
|
|
(51,361
|
)
|
|
(11,954
|
)
|
|||
Patent settlement (4)
|
5,554
|
|
|
—
|
|
|
—
|
|
|||
Consolidated Revenues
|
$
|
2,356,672
|
|
|
$
|
2,309,222
|
|
|
$
|
2,308,265
|
|
Total Segment EBITDA
|
$
|
433,189
|
|
|
$
|
401,666
|
|
|
$
|
360,342
|
|
Amortization of intangibles
|
(98,385
|
)
|
|
(103,791
|
)
|
|
(58,426
|
)
|
|||
Impairment of assets held for sale (1)
|
(23,931
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred gross profit adjustments (2)
|
(6,687
|
)
|
|
(52,876
|
)
|
|
(10,777
|
)
|
|||
Severance, restructuring, and acquisition integration costs (3)
|
(38,770
|
)
|
|
(47,170
|
)
|
|
(70,827
|
)
|
|||
Depreciation expense
|
(47,208
|
)
|
|
(46,551
|
)
|
|
(43,736
|
)
|
|||
Patent settlement (4)
|
5,554
|
|
|
—
|
|
|
—
|
|
|||
Purchase accounting effects related to acquisitions (5)
|
2,079
|
|
|
(9,747
|
)
|
|
(12,540
|
)
|
|||
Income from equity method investment
|
1,793
|
|
|
1,770
|
|
|
3,955
|
|
|||
Eliminations
|
(3,781
|
)
|
|
(2,748
|
)
|
|
(4,872
|
)
|
|||
Consolidated operating income
|
223,853
|
|
|
140,553
|
|
|
163,119
|
|
|||
Interest expense, net
|
(95,050
|
)
|
|
(100,613
|
)
|
|
(81,573
|
)
|
|||
Loss on debt extinguishment
|
(2,342
|
)
|
|
—
|
|
|
—
|
|
|||
Consolidated income from continuing operations before taxes
|
$
|
126,461
|
|
|
$
|
39,940
|
|
|
$
|
81,546
|
|
(1)
|
For the year ended December 31, 2016, we recognized a
$23.9 million
impairment of assets held for sale. See Note 4,
Assets Held for Sale
, for details.
|
(2)
|
Our segment results include revenues that would have been recorded by acquired businesses had they remained as independent entities. Our consolidated results do not include these revenues due to the purchase accounting effect of recording deferred revenue at fair value
.
|
(3)
|
See Note 13,
Severance, Restructuring, and Acquisition Integration Activities,
for details
.
|
(4)
|
Both our consolidated revenues and gross profit were positively impacted by royalty revenues received during 2016 that related to years prior to 2016 as a result of a patent settlement.
|
(5)
|
In 2016, we made a
$3.2 million
adjustment to reduce the earn-out liability associated with the M2FX acquisition. This adjustment was partially offset by
$0.8 million
and
$0.2 million
of cost of sales related to the adjustment of acquired inventory to fair value related to our Enterprise Solutions segment and M2FX acquisition, respectively. In 2015, we recognized
$9.2 million
of compensation expense related to the accelerated vesting of acquiree stock based compensation awards associated with our acquisition of Tripwire. In addition, we recognized
$0.3 million
of cost of sales related to the adjustment of acquired inventory to fair value related to our acquisition of Coast. In 2014, we recognized
$8.3 million
of cost of sales related to the adjustment of acquired inventory to fair value for our acquisitions of Grass Valley and ProSoft.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Total segment assets
|
$
|
913,998
|
|
|
$
|
934,280
|
|
|
$
|
960,782
|
|
Cash and cash equivalents
|
848,116
|
|
|
216,751
|
|
|
741,162
|
|
|||
Goodwill
|
1,385,995
|
|
|
1,385,115
|
|
|
943,374
|
|
|||
Intangible assets, less accumulated amortization
|
560,082
|
|
|
655,871
|
|
|
461,292
|
|
|||
Deferred income taxes
|
33,706
|
|
|
34,295
|
|
|
60,652
|
|
|||
Income tax receivable
|
—
|
|
|
3,787
|
|
|
4,953
|
|
|||
Corporate assets
|
64,906
|
|
|
60,503
|
|
|
59,987
|
|
|||
Total assets
|
$
|
3,806,803
|
|
|
$
|
3,290,602
|
|
|
$
|
3,232,202
|
|
Total segment acquisition of property, plant and equipment
|
$
|
53,582
|
|
|
$
|
53,572
|
|
|
$
|
42,442
|
|
Corporate acquisition of property, plant and equipment
|
392
|
|
|
1,397
|
|
|
3,017
|
|
|||
Total acquisition of property, plant and equipment
|
$
|
53,974
|
|
|
$
|
54,969
|
|
|
$
|
45,459
|
|
|
United States
|
|
Canada
|
|
China
|
|
Germany
|
|
All Other
|
|
Total
|
||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,283,925
|
|
|
$
|
159,985
|
|
|
$
|
114,605
|
|
|
$
|
104,214
|
|
|
$
|
693,943
|
|
|
$
|
2,356,672
|
|
Percent of total revenues
|
55
|
%
|
|
7
|
%
|
|
5
|
%
|
|
4
|
%
|
|
29
|
%
|
|
100
|
%
|
||||||
Long-lived assets
|
$
|
193,263
|
|
|
$
|
31,278
|
|
|
$
|
30,487
|
|
|
$
|
32,386
|
|
|
$
|
60,654
|
|
|
$
|
348,068
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,270,467
|
|
|
$
|
170,522
|
|
|
$
|
114,863
|
|
|
$
|
103,106
|
|
|
$
|
650,264
|
|
|
$
|
2,309,222
|
|
Percent of total revenues
|
55
|
%
|
|
7
|
%
|
|
5
|
%
|
|
4
|
%
|
|
29
|
%
|
|
100
|
%
|
||||||
Long-lived assets
|
$
|
188,032
|
|
|
$
|
27,315
|
|
|
$
|
62,794
|
|
|
$
|
35,588
|
|
|
$
|
64,434
|
|
|
$
|
378,163
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,134,721
|
|
|
$
|
194,149
|
|
|
$
|
132,330
|
|
|
$
|
120,297
|
|
|
$
|
726,768
|
|
|
$
|
2,308,265
|
|
Percent of total revenues
|
49
|
%
|
|
8
|
%
|
|
6
|
%
|
|
5
|
%
|
|
32
|
%
|
|
100
|
%
|
||||||
Long-lived assets
|
$
|
169,080
|
|
|
$
|
29,773
|
|
|
$
|
70,574
|
|
|
$
|
40,557
|
|
|
$
|
70,727
|
|
|
$
|
380,711
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
127,646
|
|
|
$
|
66,508
|
|
|
$
|
74,432
|
|
Less: Net loss attributable to noncontrolling interest
|
(357
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Less: Preferred stock dividends
|
15,428
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations attributable to Belden common stockholders
|
112,575
|
|
|
66,532
|
|
|
74,432
|
|
|||
Income (loss) from discontinued operations, net of tax, attributable to Belden common stockholders
|
—
|
|
|
(242
|
)
|
|
579
|
|
|||
Loss from disposal of discontinued operations, net of tax, attributable to Belden common stockholders
|
—
|
|
|
(86
|
)
|
|
(562
|
)
|
|||
Net income attributable to Belden common stockholders
|
$
|
112,575
|
|
|
$
|
66,204
|
|
|
$
|
74,449
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding, basic
|
42,093
|
|
|
42,390
|
|
|
43,273
|
|
|||
Effect of dilutive common stock equivalents
|
464
|
|
|
563
|
|
|
724
|
|
|||
Weighted average shares outstanding, diluted
|
42,557
|
|
|
42,953
|
|
|
43,997
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
90,019
|
|
|
$
|
92,929
|
|
Work-in-process
|
25,166
|
|
|
27,730
|
|
||
Finished goods
|
99,784
|
|
|
97,814
|
|
||
Gross inventories
|
214,969
|
|
|
218,473
|
|
||
Excess and obsolete reserves
|
(24,561
|
)
|
|
(22,531
|
)
|
||
Net inventories
|
$
|
190,408
|
|
|
$
|
195,942
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Land and land improvements
|
$
|
28,462
|
|
|
$
|
29,235
|
|
Buildings and leasehold improvements
|
136,230
|
|
|
135,154
|
|
||
Machinery and equipment
|
499,400
|
|
|
483,773
|
|
||
Computer equipment and software
|
123,909
|
|
|
112,888
|
|
||
Construction in process
|
35,191
|
|
|
28,274
|
|
||
Gross property, plant and equipment
|
823,192
|
|
|
789,324
|
|
||
Accumulated depreciation
|
(513,901
|
)
|
|
(478,695
|
)
|
||
Net property, plant and equipment
|
$
|
309,291
|
|
|
$
|
310,629
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||
Goodwill
|
$
|
1,385,995
|
|
|
$
|
—
|
|
|
$
|
1,385,995
|
|
|
$
|
1,385,115
|
|
|
$
|
—
|
|
|
$
|
1,385,115
|
|
Definite-lived intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
309,112
|
|
|
$
|
(77,872
|
)
|
|
$
|
231,240
|
|
|
$
|
309,573
|
|
|
$
|
(61,641
|
)
|
|
$
|
247,932
|
|
Developed technology
|
420,928
|
|
|
(239,233
|
)
|
|
181,695
|
|
|
416,817
|
|
|
(170,576
|
)
|
|
246,241
|
|
||||||
Trademarks
|
20,534
|
|
|
(10,915
|
)
|
|
9,619
|
|
|
19,417
|
|
|
(7,255
|
)
|
|
12,162
|
|
||||||
Backlog
|
12,638
|
|
|
(12,638
|
)
|
|
—
|
|
|
12,559
|
|
|
(12,559
|
)
|
|
—
|
|
||||||
In-service research and development
|
22,977
|
|
|
(9,121
|
)
|
|
13,856
|
|
|
14,238
|
|
|
(4,723
|
)
|
|
9,515
|
|
||||||
Total intangible assets subject to amortization
|
786,189
|
|
|
(349,779
|
)
|
|
436,410
|
|
|
772,604
|
|
|
(256,754
|
)
|
|
515,850
|
|
||||||
Indefinite-lived intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
121,972
|
|
|
—
|
|
|
121,972
|
|
|
129,671
|
|
|
—
|
|
|
129,671
|
|
||||||
In-process research and development
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
10,350
|
|
|
—
|
|
|
10,350
|
|
||||||
Total intangible assets not subject to amortization
|
123,672
|
|
|
—
|
|
|
123,672
|
|
|
140,021
|
|
|
—
|
|
|
140,021
|
|
||||||
Intangible assets
|
$
|
909,861
|
|
|
$
|
(349,779
|
)
|
|
$
|
560,082
|
|
|
$
|
912,625
|
|
|
$
|
(256,754
|
)
|
|
$
|
655,871
|
|
|
Broadcast Solutions
|
|
Enterprise Solutions
|
|
Industrial
Solutions
|
|
Network Solutions
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance at December 31, 2014
|
$
|
550,362
|
|
|
$
|
73,278
|
|
|
$
|
200,053
|
|
|
$
|
119,681
|
|
|
$
|
943,374
|
|
Acquisitions and purchase accounting adjustments
|
11,481
|
|
|
—
|
|
|
1,614
|
|
|
462,945
|
|
|
476,040
|
|
|||||
Translation impact
|
(25,455
|
)
|
|
—
|
|
|
(4,948
|
)
|
|
(3,896
|
)
|
|
(34,299
|
)
|
|||||
Balance at December 31, 2015
|
$
|
536,388
|
|
|
$
|
73,278
|
|
|
$
|
196,719
|
|
|
$
|
578,730
|
|
|
$
|
1,385,115
|
|
Acquisitions and purchase accounting adjustments
|
8,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,492
|
|
|||||
Translation impact
|
(838
|
)
|
|
—
|
|
|
80
|
|
|
(1,377
|
)
|
|
(2,135
|
)
|
|||||
Reclassify to assets held for sale
|
—
|
|
|
—
|
|
|
(5,477
|
)
|
|
—
|
|
|
(5,477
|
)
|
|||||
Balance at December 31, 2016
|
$
|
544,042
|
|
|
$
|
73,278
|
|
|
$
|
191,322
|
|
|
$
|
577,353
|
|
|
$
|
1,385,995
|
|
|
Broadcast Solutions
|
|
Enterprise Solutions
|
|
Industrial
Solutions
|
|
Network Solutions
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance at December 31, 2014
|
$
|
83,120
|
|
|
$
|
4,063
|
|
|
$
|
10,744
|
|
|
$
|
5,113
|
|
|
$
|
103,040
|
|
Acquisitions and purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
31,000
|
|
|
31,000
|
|
|||||
Translation impact
|
(2,198
|
)
|
|
—
|
|
|
(1,654
|
)
|
|
(517
|
)
|
|
(4,369
|
)
|
|||||
Balance at December 31, 2015
|
$
|
80,922
|
|
|
$
|
4,063
|
|
|
$
|
9,090
|
|
|
$
|
35,596
|
|
|
$
|
129,671
|
|
Translation impact
|
(4,635
|
)
|
|
—
|
|
|
40
|
|
|
(199
|
)
|
|
(4,794
|
)
|
|||||
Reclassify to assets held for sale
|
—
|
|
|
—
|
|
|
(2,905
|
)
|
|
—
|
|
|
(2,905
|
)
|
|||||
Balance at December 31, 2016
|
$
|
76,287
|
|
|
$
|
4,063
|
|
|
$
|
6,225
|
|
|
$
|
35,397
|
|
|
$
|
121,972
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Accounts payable
|
$
|
258,203
|
|
|
$
|
223,514
|
|
Current deferred revenue
|
80,503
|
|
|
101,460
|
|
||
Wages, severance and related taxes
|
76,157
|
|
|
86,389
|
|
||
Accrued rebates
|
33,071
|
|
|
29,997
|
|
||
Employee benefits
|
24,395
|
|
|
27,482
|
|
||
Accrued interest
|
27,202
|
|
|
25,188
|
|
||
Other (individual items less than 5% of total current liabilities)
|
69,012
|
|
|
52,733
|
|
||
Accounts payable and accrued liabilities
|
$
|
568,543
|
|
|
$
|
546,763
|
|
Year Ended December 31, 2016
|
Severance
|
|
Other
Restructuring
and Integration
Costs
|
|
Total Costs
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Broadcast Solutions
|
$
|
(116
|
)
|
|
$
|
10,530
|
|
|
$
|
10,414
|
|
Enterprise Solutions
|
636
|
|
|
11,326
|
|
|
11,962
|
|
|||
Industrial Solutions
|
2,828
|
|
|
7,095
|
|
|
9,923
|
|
|||
Network Solutions
|
3,734
|
|
|
2,737
|
|
|
6,471
|
|
|||
Total
|
$
|
7,082
|
|
|
$
|
31,688
|
|
|
$
|
38,770
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
||||||
Broadcast Solutions
|
$
|
16,694
|
|
|
$
|
22,384
|
|
|
$
|
39,078
|
|
Enterprise Solutions
|
(186
|
)
|
|
909
|
|
|
723
|
|
|||
Industrial Solutions
|
3,309
|
|
|
2,919
|
|
|
6,228
|
|
|||
Network Solutions
|
(716
|
)
|
|
1,857
|
|
|
1,141
|
|
|||
Total
|
$
|
19,101
|
|
|
$
|
28,069
|
|
|
$
|
47,170
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
||||||
Broadcast Solutions
|
$
|
20,025
|
|
|
$
|
28,532
|
|
|
$
|
48,557
|
|
Enterprise Solutions
|
2,183
|
|
|
1,135
|
|
|
3,318
|
|
|||
Industrial Solutions
|
9,732
|
|
|
2,221
|
|
|
11,953
|
|
|||
Network Solutions
|
5,314
|
|
|
1,685
|
|
|
6,999
|
|
|||
Total
|
$
|
37,254
|
|
|
$
|
33,573
|
|
|
$
|
70,827
|
|
|
|
Grass Valley
Restructuring
|
|
Industrial and Network Solutions
Restructuring
|
||||
|
|
(In thousands)
|
||||||
Balance at December 31, 2015
|
|
$
|
12,076
|
|
|
$
|
2,947
|
|
New charges
|
|
886
|
|
|
2,919
|
|
||
Cash payments
|
|
(4,404
|
)
|
|
(1,967
|
)
|
||
Foreign currency translation
|
|
167
|
|
|
94
|
|
||
Other adjustments
|
|
(1,528
|
)
|
|
—
|
|
||
Balance at April 3, 2016
|
|
$
|
7,197
|
|
|
$
|
3,993
|
|
New charges
|
|
251
|
|
|
1,489
|
|
||
Cash payments
|
|
(3,356
|
)
|
|
(1,685
|
)
|
||
Foreign currency translation
|
|
(13
|
)
|
|
(42
|
)
|
||
Other adjustments
|
|
(360
|
)
|
|
—
|
|
||
Balance at July 3, 2016
|
|
$
|
3,719
|
|
|
$
|
3,755
|
|
New charges
|
|
148
|
|
|
1,287
|
|
||
Cash payments
|
|
(1,945
|
)
|
|
(743
|
)
|
||
Foreign currency translation
|
|
32
|
|
|
51
|
|
||
Other adjustments
|
|
(262
|
)
|
|
—
|
|
||
Balance at October 2, 2016
|
|
$
|
1,692
|
|
|
$
|
4,350
|
|
New charges
|
|
749
|
|
|
885
|
|
||
Cash payments
|
|
(829
|
)
|
|
(645
|
)
|
||
Foreign currency translation
|
|
(90
|
)
|
|
(259
|
)
|
||
Balance at December 31, 2016
|
|
$
|
1,522
|
|
|
$
|
4,331
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Revolving credit agreement due 2018
|
$
|
—
|
|
|
$
|
50,000
|
|
Variable rate term loan due 2020
|
—
|
|
|
243,965
|
|
||
Senior subordinated notes:
|
|
|
|
||||
4.125% Senior subordinated notes due 2026
|
209,081
|
|
|
—
|
|
||
5.25% Senior subordinated notes due 2024
|
200,000
|
|
|
200,000
|
|
||
5.50% Senior subordinated notes due 2023
|
529,146
|
|
|
553,835
|
|
||
5.50% Senior subordinated notes due 2022
|
700,000
|
|
|
700,000
|
|
||
9.25% Senior subordinated notes due 2019
|
5,221
|
|
|
5,221
|
|
||
Total senior subordinated notes
|
1,643,448
|
|
|
1,459,056
|
|
||
Total gross debt and other borrowing arrangements
|
1,643,448
|
|
|
1,753,021
|
|
||
Less unamortized debt issuance costs
|
(23,287
|
)
|
|
(25,239
|
)
|
||
Total net debt and other borrowing arrangements
|
1,620,161
|
|
|
1,727,782
|
|
||
Less current maturities of Term Loan
|
—
|
|
|
(2,500
|
)
|
||
Long-term debt
|
$
|
1,620,161
|
|
|
$
|
1,725,282
|
|
Senior Subordinated Notes due
|
|||||||||||||||||||||||
2019
|
|
2022
|
|
2023
|
|
2024
|
|
2026
|
|||||||||||||||
Year
|
|
Percentage
|
|
Year
|
|
Percentage
|
|
Year
|
|
Percentage
|
|
Year
|
|
Percentage
|
|
Year
|
|
Percentage
|
|||||
2016
|
|
101.542
|
%
|
|
2017
|
|
102.750
|
%
|
|
2018
|
|
102.750
|
%
|
|
2019
|
|
102.625
|
%
|
|
2021
|
|
102.063
|
%
|
2017 and thereafter
|
|
100.000
|
%
|
|
2018
|
|
101.833
|
%
|
|
2019
|
|
101.833
|
%
|
|
2020
|
|
101.750
|
%
|
|
2022
|
|
101.375
|
%
|
|
|
|
|
2019
|
|
100.917
|
%
|
|
2020
|
|
100.917
|
%
|
|
2021
|
|
100.875
|
%
|
|
2023
|
|
100.688
|
%
|
|
|
|
|
|
2020 and thereafter
|
|
100.000
|
%
|
|
2021 and thereafter
|
|
100.000
|
%
|
|
2022 and thereafter
|
|
100.000
|
%
|
|
2024 and thereafter
|
|
100.000
|
%
|
|
|
||
2017
|
$
|
—
|
|
2018
|
—
|
|
|
2019
|
5,221
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Thereafter
|
1,638,227
|
|
|
|
$
|
1,643,448
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Income (loss) from continuing operations before taxes:
|
|
|
|
|
|
||||||
United States operations
|
$
|
(25,615
|
)
|
|
$
|
(6,924
|
)
|
|
$
|
14,042
|
|
Foreign operations
|
152,076
|
|
|
46,864
|
|
|
67,504
|
|
|||
Income from continuing operations before taxes
|
$
|
126,461
|
|
|
$
|
39,940
|
|
|
$
|
81,546
|
|
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Currently payable
|
|
|
|
|
|
||||||
United States federal
|
$
|
2,981
|
|
|
$
|
—
|
|
|
$
|
6,701
|
|
United States state and local
|
(1,038
|
)
|
|
1,789
|
|
|
1,617
|
|
|||
Foreign
|
26,906
|
|
|
17,317
|
|
|
16,592
|
|
|||
|
28,849
|
|
|
19,106
|
|
|
24,910
|
|
|||
Deferred
|
|
|
|
|
|
||||||
United States federal
|
(27,677
|
)
|
|
(23,709
|
)
|
|
(9,662
|
)
|
|||
United States state and local
|
(3,139
|
)
|
|
(2,257
|
)
|
|
(746
|
)
|
|||
Foreign
|
782
|
|
|
(19,708
|
)
|
|
(7,388
|
)
|
|||
|
(30,034
|
)
|
|
(45,674
|
)
|
|
(17,796
|
)
|
|||
Income tax expense (benefit)
|
$
|
(1,185
|
)
|
|
$
|
(26,568
|
)
|
|
$
|
7,114
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Effective income tax rate reconciliation from continuing operations:
|
|
|
|
|
|
|||
United States federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes
|
(0.9
|
)%
|
|
(2.6
|
)%
|
|
0.8
|
%
|
Impact of change in tax contingencies
|
2.4
|
%
|
|
(4.2
|
)%
|
|
(7.1
|
)%
|
Foreign income tax rate differences
|
(14.0
|
)%
|
|
(8.4
|
)%
|
|
(17.6
|
)%
|
Impact of change in deferred tax asset valuation allowance
|
(7.3
|
)%
|
|
(28.6
|
)%
|
|
4.7
|
%
|
Impact of change in legal entity tax status
|
(5.5
|
)%
|
|
—
|
%
|
|
—
|
%
|
Impact of non-taxable interest income
|
(4.9
|
)%
|
|
(15.6
|
)%
|
|
(9.2
|
)%
|
Domestic permanent differences & tax credits
|
(5.7
|
)%
|
|
(42.1
|
)%
|
|
2.1
|
%
|
|
(0.9
|
)%
|
|
(66.5
|
)%
|
|
8.7
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Components of deferred income tax balances:
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Plant, equipment, and intangibles
|
$
|
(179,229
|
)
|
|
$
|
(203,736
|
)
|
Deferred income tax assets:
|
|
|
|
||||
Postretirement, pensions, and stock compensation
|
35,500
|
|
|
32,831
|
|
||
Reserves and accruals
|
22,795
|
|
|
44,345
|
|
||
Net operating loss and tax credit carryforwards
|
245,135
|
|
|
231,892
|
|
||
Valuation allowances
|
(104,771
|
)
|
|
(117,071
|
)
|
||
|
198,659
|
|
|
191,997
|
|
||
Net deferred income tax asset (liability)
|
$
|
19,430
|
|
|
$
|
(11,739
|
)
|
|
Net Operating Loss Carryforwards
|
||
|
(In thousands)
|
||
France
|
$
|
233,507
|
|
United States - various states
|
169,179
|
|
|
Luxembourg
|
25,033
|
|
|
Japan
|
23,651
|
|
|
Australia
|
12,819
|
|
|
Germany
|
12,686
|
|
|
Netherlands
|
8,999
|
|
|
Other
|
40,369
|
|
|
Total
|
$
|
526,243
|
|
|
|
|
Tax Credit Carryforwards
|
||
|
(In thousands)
|
||
United States
|
$
|
95,181
|
|
Canada
|
17,282
|
|
|
Total
|
$
|
112,463
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Balance at beginning of year
|
$
|
7,293
|
|
|
$
|
10,057
|
|
Additions based on tax positions related to the current year
|
507
|
|
|
544
|
|
||
Additions for tax positions of prior years
|
2,675
|
|
|
638
|
|
||
Reductions for tax positions of prior years - Settlement
|
—
|
|
|
(3,765
|
)
|
||
Reduction for tax positions of prior years - Statute of limitations
|
(1
|
)
|
|
(181
|
)
|
||
Balance at end of year
|
$
|
10,474
|
|
|
$
|
7,293
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
Years Ended December 31,
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(In thousands)
|
|
|
||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
(275,205
|
)
|
|
$
|
(300,339
|
)
|
|
$
|
(32,313
|
)
|
|
$
|
(39,169
|
)
|
Service cost
|
(4,981
|
)
|
|
(5,505
|
)
|
|
(46
|
)
|
|
(52
|
)
|
||||
Interest cost
|
(8,909
|
)
|
|
(9,116
|
)
|
|
(1,259
|
)
|
|
(1,301
|
)
|
||||
Participant contributions
|
(106
|
)
|
|
(109
|
)
|
|
(7
|
)
|
|
(5
|
)
|
||||
Actuarial gain (loss)
|
(16,250
|
)
|
|
12,108
|
|
|
578
|
|
|
1,720
|
|
||||
Settlements
|
29,256
|
|
|
1,579
|
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
227
|
|
|
128
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
10,723
|
|
|
12,132
|
|
|
(580
|
)
|
|
4,691
|
|
||||
Benefits paid
|
8,764
|
|
|
13,917
|
|
|
1,589
|
|
|
1,803
|
|
||||
Benefit obligation, end of year
|
$
|
(256,481
|
)
|
|
$
|
(275,205
|
)
|
|
$
|
(32,038
|
)
|
|
$
|
(32,313
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
Years Ended December 31,
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(In thousands)
|
|
|
||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
204,372
|
|
|
$
|
216,754
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
18,832
|
|
|
2,569
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
5,698
|
|
|
5,706
|
|
|
1,582
|
|
|
1,798
|
|
||||
Plan participant contributions
|
106
|
|
|
109
|
|
|
7
|
|
|
5
|
|
||||
Settlements
|
(28,841
|
)
|
|
(1,579
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
(9,033
|
)
|
|
(5,270
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(8,764
|
)
|
|
(13,917
|
)
|
|
(1,589
|
)
|
|
(1,803
|
)
|
||||
Fair value of plan assets, end of year
|
$
|
182,370
|
|
|
$
|
204,372
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status, end of year
|
$
|
(74,111
|
)
|
|
$
|
(70,833
|
)
|
|
$
|
(32,038
|
)
|
|
$
|
(32,313
|
)
|
Amounts recognized in the balance sheets:
|
|
|
|
|
|
|
|
||||||||
Prepaid benefit cost
|
$
|
3,148
|
|
|
$
|
7,219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability (current)
|
(3,022
|
)
|
|
(3,173
|
)
|
|
(1,778
|
)
|
|
(1,962
|
)
|
||||
Liabilities held for sale
|
(447
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accrued benefit liability (noncurrent)
|
(73,790
|
)
|
|
(74,879
|
)
|
|
(30,260
|
)
|
|
(30,351
|
)
|
||||
Net funded status
|
$
|
(74,111
|
)
|
|
$
|
(70,833
|
)
|
|
$
|
(32,038
|
)
|
|
$
|
(32,313
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
Years Ended December 31,
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
4,981
|
|
|
$
|
5,505
|
|
|
$
|
5,453
|
|
|
$
|
46
|
|
|
$
|
52
|
|
|
$
|
49
|
|
Interest cost
|
8,909
|
|
|
9,116
|
|
|
10,757
|
|
|
1,259
|
|
|
1,301
|
|
|
1,647
|
|
||||||
Expected return on plan assets
|
(12,013
|
)
|
|
(12,518
|
)
|
|
(12,468
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(42
|
)
|
|
(44
|
)
|
|
(48
|
)
|
|
(42
|
)
|
|
(87
|
)
|
|
(100
|
)
|
||||||
Curtailment gain
|
(227
|
)
|
|
(128
|
)
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
7,630
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net loss recognition
|
2,670
|
|
|
5,082
|
|
|
4,154
|
|
|
86
|
|
|
328
|
|
|
315
|
|
||||||
Net periodic benefit cost
|
$
|
11,908
|
|
|
$
|
7,141
|
|
|
$
|
7,489
|
|
|
$
|
1,349
|
|
|
$
|
1,594
|
|
|
$
|
1,911
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
Years Ended December 31,
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average assumptions for benefit obligations at year end:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.0
|
%
|
|
3.6
|
%
|
|
3.7
|
%
|
|
4.0
|
%
|
Salary increase
|
3.3
|
%
|
|
3.5
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted average assumptions for net periodic cost for the year:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.6
|
%
|
|
3.2
|
%
|
|
4.0
|
%
|
|
3.7
|
%
|
Salary increase
|
3.5
|
%
|
|
3.5
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected return on assets
|
6.2
|
%
|
|
6.7
|
%
|
|
N/A
|
|
|
N/A
|
|
Assumed health care cost trend rates:
|
|
|
|
|
|
|
|
||||
Health care cost trend rate assumed for next year
|
N/A
|
|
|
N/A
|
|
|
6.2
|
%
|
|
5.5
|
%
|
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
|
|
|
2023
|
|
|
2022
|
|
|
1% Increase
|
|
1% Decrease
|
||||
|
(In thousands)
|
||||||
Effect on total of service and interest cost components
|
$
|
133
|
|
|
$
|
(109
|
)
|
Effect on postretirement benefit obligation
|
3,203
|
|
|
(2,640
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Fair Market Value at December 31, 2016
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Market Value at December 31, 2015
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Large-cap fund
|
$
|
65,495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,618
|
|
|
$
|
3,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mid-cap fund
|
11,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,427
|
|
|
957
|
|
|
—
|
|
|
—
|
|
||||||||
Small-cap fund
|
17,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,260
|
|
|
461
|
|
|
—
|
|
|
—
|
|
||||||||
Debt securities(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government bond fund
|
26,151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,827
|
|
|
1,387
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate bond fund
|
20,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,975
|
|
|
3,194
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income fund(c)
|
40,958
|
|
|
—
|
|
|
40,958
|
|
|
—
|
|
|
40,989
|
|
|
—
|
|
|
40,989
|
|
|
—
|
|
||||||||
Cash & equivalents
|
192
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
276
|
|
|
276
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
182,370
|
|
|
$
|
192
|
|
|
$
|
40,958
|
|
|
$
|
—
|
|
|
$
|
204,372
|
|
|
$
|
9,541
|
|
|
$
|
40,989
|
|
|
$
|
—
|
|
(a)
|
This category includes investments in actively managed and indexed investment funds that invest in a diversified pool of equity securities of companies located in the U.S., Canada, Western Europe and other developed countries throughout the world. The Level 1 funds are valued at fair market value obtained from quoted market prices in active markets. The remaining funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
|
(b)
|
This category includes investments in investment funds that invest in U.S. treasuries; other national, state and local government bonds; and corporate bonds of highly rated companies from diversified industries. The Level 1 funds are valued at fair market value obtained from quoted market prices in active markets. The remaining funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
|
(c)
|
This category includes guaranteed insurance contracts.
|
|
Pension
Plans
|
|
Other
Plans
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
15,785
|
|
|
$
|
1,811
|
|
2018
|
16,119
|
|
|
1,763
|
|
||
2019
|
16,873
|
|
|
1,706
|
|
||
2020
|
17,145
|
|
|
1,672
|
|
||
2021
|
16,176
|
|
|
1,636
|
|
||
2022-2026
|
79,935
|
|
|
8,016
|
|
||
Total
|
$
|
162,033
|
|
|
$
|
16,604
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
||||
|
(In thousands)
|
||||||
Components of accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial loss
|
$
|
49,260
|
|
|
$
|
1,842
|
|
Net prior service credit
|
(44
|
)
|
|
—
|
|
||
|
$
|
49,216
|
|
|
$
|
1,842
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
||||
|
(In thousands)
|
||||||
Changes in accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial loss, beginning of year
|
$
|
51,720
|
|
|
$
|
2,515
|
|
Amortization of actuarial loss
|
(2,670
|
)
|
|
(86
|
)
|
||
Actuarial loss (gain)
|
16,023
|
|
|
(578
|
)
|
||
Asset gain
|
(7,196
|
)
|
|
—
|
|
||
Curtailment gain recognized
|
227
|
|
|
—
|
|
||
Settlement loss recognized
|
(7,630
|
)
|
|
—
|
|
||
Currency impact
|
(1,214
|
)
|
|
(9
|
)
|
||
Net actuarial loss, end of year
|
$
|
49,260
|
|
|
$
|
1,842
|
|
Prior service credit, beginning of year
|
$
|
(81
|
)
|
|
$
|
(40
|
)
|
Amortization credit
|
42
|
|
|
42
|
|
||
Currency impact
|
(5
|
)
|
|
(2
|
)
|
||
Prior service credit, end of year
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
||||
|
(In thousands)
|
||||||
Expected 2017 amortization:
|
|
|
|
||||
Amortization of prior service credit
|
$
|
(43
|
)
|
|
$
|
—
|
|
Amortization of actuarial loss
|
2,568
|
|
|
69
|
|
||
|
$
|
2,525
|
|
|
$
|
69
|
|
|
Foreign Currency
Translation
Component
|
|
Pension and Other
Postretirement
Benefit Plans
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Balance at December 31, 2014
|
$
|
(2,591
|
)
|
|
$
|
(43,440
|
)
|
|
$
|
(46,031
|
)
|
Other comprehensive gain (loss) loss attributable to Belden before reclassifications
|
(20,820
|
)
|
|
4,434
|
|
|
(16,386
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
3,430
|
|
|
3,430
|
|
|||
Net current period other comprehensive gain (loss) attributable to Belden
|
(20,820
|
)
|
|
7,864
|
|
|
(12,956
|
)
|
|||
Balance at December 31, 2015
|
(23,411
|
)
|
|
(35,576
|
)
|
|
(58,987
|
)
|
|||
Other comprehensive gain (loss) attributable to Belden before reclassifications
|
18,750
|
|
|
(5,166
|
)
|
|
13,584
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
6,336
|
|
|
6,336
|
|
|||
Net current period other comprehensive gain attributable to Belden
|
18,750
|
|
|
1,170
|
|
|
19,920
|
|
|||
Balance at December 31, 2016
|
$
|
(4,661
|
)
|
|
$
|
(34,406
|
)
|
|
$
|
(39,067
|
)
|
|
Amount Reclassified from
Accumulated Other
Comprehensive Income
(Loss)
|
|
Affected Line Item in the
Consolidated Statements
of Operations and
Comprehensive Income
|
|||
|
(In thousands)
|
|
|
|||
Amortization of pension and other postretirement benefit plan items:
|
|
|
|
|||
Settlement loss
|
$
|
7,630
|
|
|
(1
|
)
|
Actuarial losses
|
2,756
|
|
|
(1
|
)
|
|
Prior service credit
|
(84
|
)
|
|
(1
|
)
|
|
Total before tax
|
10,302
|
|
|
|
||
Tax benefit
|
(3,966
|
)
|
|
|
||
Total net of tax
|
$
|
6,336
|
|
|
|
(1)
|
The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 17).
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Total share-based compensation cost
|
$
|
18,178
|
|
|
$
|
17,745
|
|
|
$
|
18,858
|
|
Income tax benefit
|
7,069
|
|
|
6,867
|
|
|
7,334
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except weighted average fair
value and assumptions)
|
||||||||||
Weighted-average fair value of SARs and options granted
|
$
|
18.79
|
|
|
$
|
31.22
|
|
|
$
|
35.46
|
|
Total intrinsic value of SARs converted and options exercised
|
9,678
|
|
|
14,697
|
|
|
24,023
|
|
|||
Cash received for options exercised
|
—
|
|
|
30
|
|
|
48
|
|
|||
Tax benefit related to share-based compensation
|
1,171
|
|
|
5,050
|
|
|
6,859
|
|
|||
Weighted-average fair value of restricted stock shares and units granted
|
54.52
|
|
|
96.52
|
|
|
72.46
|
|
|||
Total fair value of restricted stock shares and units vested
|
8,171
|
|
|
7,696
|
|
|
7,888
|
|
|||
Expected volatility
|
37.47
|
%
|
|
35.66
|
%
|
|
52.63
|
%
|
|||
Expected term (in years)
|
5.7
|
|
|
5.7
|
|
|
5.8
|
|
|||
Risk-free rate
|
1.32
|
%
|
|
1.59
|
%
|
|
1.79
|
%
|
|||
Dividend yield
|
0.38
|
%
|
|
0.22
|
%
|
|
0.28
|
%
|
|
SARs and Stock Options
|
|
Restricted Shares and Units
|
||||||||||||||||
|
Number
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|
Number
|
|
Weighted-
Average
Grant-Date
Fair Value
|
||||||||
|
|
|
(In thousands, except exercise prices, fair values, and contractual terms)
|
|
|
||||||||||||||
Outstanding at January 1, 2016
|
1,189
|
|
|
$
|
53.80
|
|
|
|
|
|
|
464
|
|
|
$
|
74.50
|
|
||
Granted
|
286
|
|
|
52.91
|
|
|
|
|
|
|
195
|
|
|
54.52
|
|
||||
Exercised or converted
|
(305
|
)
|
|
39.36
|
|
|
|
|
|
|
(159
|
)
|
|
51.44
|
|
||||
Forfeited or expired
|
(46
|
)
|
|
71.01
|
|
|
|
|
|
|
(46
|
)
|
|
69.64
|
|
||||
Outstanding at December 31, 2016
|
1,124
|
|
|
$
|
56.79
|
|
|
6.9
|
|
$
|
20,214
|
|
|
454
|
|
|
$
|
69.55
|
|
Vested or expected to vest at December 31, 2016
|
1,112
|
|
|
$
|
56.66
|
|
|
6.9
|
|
$
|
20,143
|
|
|
|
|
|
|||
Exercisable or convertible at December 31, 2016
|
640
|
|
|
50.89
|
|
|
5.6
|
|
15,289
|
|
|
|
|
|
2017
|
$
|
26,439
|
|
2018
|
20,054
|
|
|
2019
|
15,843
|
|
|
2020
|
11,697
|
|
|
2021
|
9,696
|
|
|
Thereafter
|
28,799
|
|
|
|
$
|
112,528
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Income tax refunds received
|
$
|
3,838
|
|
|
$
|
4,068
|
|
|
$
|
12,681
|
|
Income taxes paid
|
(26,587
|
)
|
|
(24,960
|
)
|
|
(25,308
|
)
|
|||
Interest paid, net of amount capitalized
|
(87,076
|
)
|
|
(91,496
|
)
|
|
(70,915
|
)
|
2016
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Year
|
||||||||||
|
(In thousands, except days and per share amounts)
|
||||||||||||||||||
Number of days in quarter
|
94
|
|
|
91
|
|
|
91
|
|
|
90
|
|
|
366
|
|
|||||
Revenues
|
$
|
541,497
|
|
|
$
|
601,631
|
|
|
$
|
601,109
|
|
|
$
|
612,435
|
|
|
$
|
2,356,672
|
|
Gross profit
|
225,035
|
|
|
248,213
|
|
|
245,962
|
|
|
261,784
|
|
|
980,994
|
|
|||||
Operating income
|
40,964
|
|
|
62,241
|
|
|
61,980
|
|
|
58,668
|
|
|
223,853
|
|
|||||
Net income
|
16,358
|
|
|
41,933
|
|
|
36,072
|
|
|
33,283
|
|
|
127,646
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
(99
|
)
|
|
(99
|
)
|
|
(88
|
)
|
|
(71
|
)
|
|
(357
|
)
|
|||||
Net income attributable to Belden
|
16,457
|
|
|
42,032
|
|
|
36,160
|
|
|
33,354
|
|
|
128,003
|
|
|||||
Less: Preferred stock dividends
|
—
|
|
|
—
|
|
|
6,695
|
|
|
8,733
|
|
|
15,428
|
|
|||||
Net income attributable to Belden common stockholders
|
16,457
|
|
|
42,032
|
|
|
29,465
|
|
|
24,621
|
|
|
112,575
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income per share attributable to Belden common stockholders:
|
$
|
0.39
|
|
|
$
|
1.00
|
|
|
$
|
0.70
|
|
|
$
|
0.58
|
|
|
$
|
2.67
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income per share attributable to Belden common stockholders:
|
$
|
0.39
|
|
|
$
|
0.99
|
|
|
$
|
0.69
|
|
|
$
|
0.58
|
|
|
$
|
2.65
|
|
2015
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Year
|
||||||||||
|
(In thousands, except days and per share amounts)
|
||||||||||||||||||
Number of days in quarter
|
88
|
|
|
91
|
|
|
91
|
|
|
95
|
|
|
365
|
|
|||||
Revenues
|
$
|
546,957
|
|
|
$
|
585,755
|
|
|
$
|
579,266
|
|
|
$
|
597,244
|
|
|
$
|
2,309,222
|
|
Gross profit
|
207,649
|
|
|
234,276
|
|
|
226,131
|
|
|
250,117
|
|
|
918,173
|
|
|||||
Operating income
|
4,898
|
|
|
44,143
|
|
|
34,502
|
|
|
57,010
|
|
|
140,553
|
|
|||||
Income (loss) from continuing operations
|
(19,636
|
)
|
|
21,677
|
|
|
14,811
|
|
|
49,656
|
|
|
66,508
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
—
|
|
|
(242
|
)
|
|||||
Loss from disposal of discontinued operations, net of tax
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
|||||
Net income attributable to Belden stockholders
|
(19,636
|
)
|
|
21,591
|
|
|
14,569
|
|
|
49,680
|
|
|
66,204
|
|
|||||
Basic income (loss) per share attributable to Belden stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
0.51
|
|
|
$
|
0.35
|
|
|
$
|
1.18
|
|
|
$
|
1.57
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||||
Disposal of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
(0.46
|
)
|
|
$
|
0.51
|
|
|
$
|
0.34
|
|
|
$
|
1.18
|
|
|
$
|
1.56
|
|
Diluted income (loss) per share attributable to Belden stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
0.50
|
|
|
$
|
0.35
|
|
|
$
|
1.17
|
|
|
$
|
1.55
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||||
Disposal of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
(0.46
|
)
|
|
$
|
0.50
|
|
|
$
|
0.34
|
|
|
$
|
1.17
|
|
|
$
|
1.54
|
|
(a)
|
Documents filed as part of this Report:
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedule
|
|
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
|
|
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
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March 1, 2007 Form 10-K, Exhibit 10.39
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10.23
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ABL Credit Agreement
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October 9, 2013 Form 8-K, Exhibit 10.1
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|
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||
10.24
|
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Amendment No. 1 to Credit Agreement
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August 17, 2015 Form 8-K, Exhibit 10.1
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|
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||
10.25
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|
Purchase Agreement by and among Belden Inc., the Guarantors names therein, and Duetsche Bank AG
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October 11, 2016 Form 8-K, Exhibit 10.1
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10.26
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Amendment No. 2 to Credit Agreement
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May 22, 2017 Form 8-K, Exhibit 10.1
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12.1
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Computation of Ratio of Earnings to Fixed Charges
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February 17, 2017 Form 10-K, Exhibit 12.1
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14.1
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Code of Ethics
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August 26, 2016 Form 8-K, Exhibit 14.1
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21.1
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List of Subsidiaries of Belden Inc.
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February 17, 2017 Form 10-K, Exhibit 21.1
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||
23.1
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Consent of Ernst & Young LLP
|
|
Filed herewith
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24.1
|
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Powers of Attorney from Members of the Board of Directors
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February 17, 2017 Form 10-K, Exhibit 24.1
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||
31.1
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
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|
February 17, 2017 Form 10-K, Exhibit 31.1
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|
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||
31.2
|
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
|
|
February 17, 2017 Form 10-K, Exhibit 31.2
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32.1
|
|
Section 1350 Certification of the Chief Executive Officer
|
|
February 17, 2017 Form 10-K, Exhibit 32.1
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32.2
|
|
Section 1350 Certification of the Chief Financial Officer
|
|
February 17, 2017 Form 10-K, Exhibit 32.2
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