What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-16 compared with 2020-02-11 · 56 added, 91 removed, 148 unchanged (50% of the section changed)

2 unchanged sentences

In accordance with Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

As permitted, that evaluation excluded the business operations of Opterna, FutureLink, and SPC which were all acquired in 2019.

The acquired business operations excluded from our evaluation constituted approximately 4% of our total assets as of December 31, 2019 and 1% of our revenues and operating income for the year ended December 31, 2019.

The operations of the acquired business will be included in our 2020 evaluation.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.

25 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Opterna, FutureLink, and Special Product Company, which are included in the 2019 consolidated financial statements of the Company and constituted 4% of total assets as of December 31, 2019 and 1% of revenues and operating income for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Opterna, FutureLink, and Special Product Company.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Belden Inc.

32 unchanged sentences

Exhibits and Financial Statement Schedules

Documents filed as part of this Report:

(a) Documents filed as part of this Report:

Financial Statements

2 unchanged sentences

Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2020

Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, 2019

Consolidated Statement s of Comprehensive Income for Each of the Three Years in the Period Ended December 31, 2020

Consolidated Cash Flow Statements for Each of the Three Years in the Period Ended December 31, 2020

3 unchanged sentences

Schedule II – Valuation and Qualifying Accounts

Divestitures/

Balance ASU 2016-13 Adoption Adjustment Charged to

Expenses Divestitures/

Acquisitions Charge

Offs Recoveries Currency

Movement Ending

(In thousands)

1 unchanged sentence

Allowance for Doubtful Accounts:

2020 $ 2,569 $ 1,011 $ 2,282 $ — $ (114) $ ( 637 ) $ 39 $ 5,150

2019 3,137 — 159 368 ( 969 ) ( 86 ) ( 40 ) 2,569

2018 3,709 — 353 — ( 567 ) ( 176 ) ( 182 ) 3,137

Inventories —

Excess and Obsolete Allowances:

2020 $ 21,245 $ — $ 15,915 $ — $ ( 4,540 ) $ ( 597 ) $ 246 $ 32,269

2019 17,364 — 6,403 452 ( 2,333 ) ( 606 ) ( 35 ) 21,245

2018 19,887 — 2,801 — ( 2,464 ) ( 2,675 ) ( 185 ) 17,364

Deferred Income Tax Asset —

Valuation Allowance:

2020 $ 48,251 $ — $ 3,142 $ 33,003 $ ( 303 ) $ ( 114 ) $ 329 $ 84,308

2019 37,235 — 12,356 330 — ( 1,629 ) ( 41 ) 48,251

2018 47,636 — 13,459 ( 2 ) ( 22,577 ) ( 928 ) ( 353 ) 37,235

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

1 unchanged sentence

Documents indicated by an asterisk (*) identify each management contract or compensatory plan.

Description of Exhibit

The filings referenced for incorporation by

Number Description of Exhibit The filings referenced for incorporation by

reference are Company (Belden Inc.) filings unless

14 unchanged sentences

March 16, 2018 Form 8-K, Exhibit 4.1

Trademark License Agreement

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

4.6 Description of the Registrant's Securities Registered Under Section 12 of the Securities Exchange Act of 1934

August 3, 2020 Form 10-Q, Exhibit 4.1

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

6 unchanged sentences

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

Filed herewith

10.8* 2004 Belden CDT Inc.

1 unchanged sentence

December 21, 2004 Form 8-K, Exhibit 10.1

Belden Wire & Cable Company (BWC) Supplemental Excess Defined Benefit Plan

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibit 10.14

First Amendment to Belden Wire & Cable Company (BWC) Supplemental Excess Defined Benefit Plan

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibit 10.15

Second Amendment to Belden Wire & Cable Company (BWC) Supplemental Excess Defined Benefit Plan

March 14, 2003 Form 10-K of Belden 1993 Inc., Exhibit 10.21

Third Amendment to Belden Wire & Cable Company (BWC) Supplemental Excess Defined Benefit Plan

November 15, 2004 Form 10-Q, Exhibit 10.50

BWC Supplemental Excess Defined Contribution Plan

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibit 10.16

Description of Exhibit

The filings referenced for incorporation by

10.9* Belden Supplemental Excess Defined Benefit Plan

Filed herewith

10.10* Belden Supplemental Excess Defined Contribution Plan

Filed herewith

10.11* Executive Employment Agreement with John Stroup

May 22, 2020 Form 8-K, Exhibit 10.1

10.12* Executive Severance Plan

July 31, 2020 Form 8-K, Exhibit 10.1

10.13* Form of Business Protection Agreement with each of Brian Anderson, Ashish Chand, Henk Derksen, Dean McKenna, Anshuman Mehrotra, Roel Vestjens and Doug Zink

July 31, 2020 Form 8-K, Exhibit 10.3

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.

First Amendment to BWC Supplemental Excess Defined Contribution Plan

March 22, 2002 Form 10-K of Belden 1993 Inc., Exhibit 10.17

Second Amendment to BWC Supplemental Excess Defined Contribution Plan

2003 Form 10-K of Belden 1993 Inc., Exhibit 10.24

Third Amendment to BWC Supplemental Excess Defined Contribution Plan

November 15, 2004 Form 10-Q, Exhibit 10.51

Trust Agreement

November 15, 2004 Form 10-Q, Exhibit 10.52

First Amendment to Trust Agreement

November 15, 2004 Form 10-Q, Exhibit 10.53

Trust Agreement

November 15, 2004 Form 10-Q, Exhibit 10.54

First Amendment to Trust Agreement

November 15, 2004 Form 10-Q, Exhibit 10.55

Amended and Restated Executive Employment Agreement with John Stroup

April 7, 2008 Form 8-K, Exhibit 10.1

First Amendment to Amended and Restated Executive Employment Agreement with John Stroup

December 17, 2008 Form 8-K, Exhibit 10.1

Amended and Restated Executive Employment Agreement with Henk Derksen

January 5, 2012 Form 8-K, Exhibit 10.1

Executive Employment Agreement with Doug Zink

November 6, 2013 Form 10-Q, Exhibit 10.1

Executive Employment Agreement with Roel Vestjens

August 5, 2014 Form 10-Q, Exhibit 10.2

Executive Employment Agreement with Brian Anderson

May 5, 2015 Form 10-Q, Exhibit 10.1

Executive Employment Agreement with Dean McKenna

August 4, 2015 Form 10-Q Exhibit 10.1

Executive Employment Agreement with Paul Turner

February 13, 2018 Form 10-K Exhibit 10.31

Executive Employment Agreement with Leo Kulmaczewski

November 5, 2018 Form 10-Q Exhibit 10.1

Executive Employment Agreement with Ashish Chand

August 5, 2019 Form 10-Q Exhibit 10.1

Form of Indemnification Agreement with each of the Directors and Brian Anderson, Ashish Chand, Henk Derksen, Dean McKenna, John Stroup, Paul Turner, Roel Vestjens, and Doug Zink

10.14* Form of Indemnification Agreement with each of the Directors and Brian Anderson, Ashish Chand, Henk Derksen, Dean McKenna, Anshuman Mehrotra, John Stroup, Roel Vestjens and Doug Zink

March 1, 2007 Form 10-K, Exhibit 10.39

1 unchanged sentence

May 22, 2017, Form 8-K, Exhibit 10.1

Purchase Agreement by and among Belden Inc., the Guarantors named therein and Deutsche Bank AG

March 8, 2018 Form 8-K, Exhibit 10.1

14.1 Code of Ethics

2 unchanged sentences

Filed herewith

Consent of Ernst & Young LLP

23.1 Consent of Independent Registered Accounting Firm

Filed herewith

Description of Exhibit

The filings referenced for incorporation by

reference are Company (Belden Inc.) filings unless

noted to be those of Belden 1993 Inc.

24.1 Powers of Attorney from Members of the Board of Directors

19 unchanged sentences

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

President, Chief Executive Officer, and Chairman

February 11, 2020

By /s/ ROEL VESTJENS

Roel Vestjens

February 16, 2021 President and Chief Executive Officer

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

President, Chief Executive Officer, and Chairman

February 11, 2020

/s/ HENK DERKSEN

Senior Vice President, Finance, and Chief Financial Officer

February 11, 2020

/s/ ROEL VESTJENS President and Chief Executive Officer February 16, 2021

Roel Vestjens

/s/ HENK DERKSEN Senior Vice President, Finance, and Chief Financial Officer February 16, 2021

/s/ DOUGLAS R.

Vice President and Chief Accounting Officer

February 11, 2020

/s/ DAVID ALDRICH*

Lead Independent Director

February 11, 2020

ZINK Vice President and Chief Accounting Officer February 16, 2021

STROUP* Executive Chairman February 16, 2021

/s/ DAVID ALDRICH* Lead Independent Director February 16, 2021

David Aldrich

February 11, 2020

/s/ STEVEN BERGLUND*

February 11, 2020

Steven Berglund

February 11, 2020

/s/ JONATHAN KLEIN*

February 11, 2020

BALK* Director February 16, 2021

BRINK* Director February 16, 2021

BROWN* Director February 16, 2021

/s/ NANCY CALDERON* Director February 16, 2021

Nancy Calderon

CRESSEY* Director February 16, 2021

/s/ JONATHAN KLEIN* Director February 16, 2021

Jonathan Klein

/s/ GEORGE MINNICH*

February 11, 2020

/s/ GEORGE MINNICH* Director February 16, 2021

George Minnich

Stroup, Attorney-in-fact

/s/ ROEL VESTJENS

*By Roel Vestjens, Attorney-in-fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures