þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Connecticut | 06-0397030 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
|
584 Derby Milford Road
Orange, Connecticut (Address of principal executive offices) |
06477-4024
(Zip Code) |
Title of each Class
|
Name of Exchange on which Registered
|
|
Class A Common $.01 par value (20 votes per share) | New York Stock Exchange | |
Class B Common $.01 par value (1 vote per share) | New York Stock Exchange | |
Series A Junior Participating Preferred Stock Purchase Rights | New York Stock Exchange | |
Series B Junior Participating Preferred Stock Purchase Rights | New York Stock Exchange |
Large Accelerated
Filer
þ
|
Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company o | |||
(Do not check if a smaller reporting company) |
* | Calculated by excluding all shares held by Executive Officers and Directors of registrant and the Louie E. Roche Trust, the Harvey Hubbell Trust, the Harvey Hubbell Foundation and the registrants pension plans, without conceding that all such persons or entities are affiliates of registrant for purpose of the Federal Securities Laws. |
1
12
Item 1.
Business
Pin & sleeve devices
Service poles
Marine products
Surge suppression devices
Mesh grips
Switches & dimmers
Occupancy/vacancy sensors
Switched enclosures
2
Table of Contents
Raco
®
-
steel and plastic boxes, covers, metallic and nonmetallic
electrical fittings and floor boxes
Bell
®
-
outlet boxes, a wide variety of electrical boxes, covers,
combination devices, lampholders and lever switches with an
emphasis on weather-resistant types suitable for outdoor
applications
Wiegmann
®
-
a full-line of fabricated steel electrical equipment enclosures
such as rainproof and dust-tight panels, consoles and cabinets,
wireway and electronic enclosures and a line of non-metallic
electrical equipment enclosures
International Electrotechnical
Commission lighting fixtures designed for hazardous, hostile
corrosive applications
Inverter power systems
Recessed, surface mounted and track
fixtures
Specification grade light-emitting
diodes (LED) fixtures
3
Table of Contents
Ceiling fans
Chandeliers, sconces, directionals
Close to ceiling fixtures
Dimmers and door chimes
Linear fluorescent
Outdoor and landscape fixtures
Residential LED fixtures
Track and recessed lighting
Under-cabinet lighting
Enclosures
Junction boxes, plugs, receptacles
Lighting fixtures
Switches
4
Table of Contents
Mechanical and compression electrical
connectors and tools
Pole line and tower hardware
Polymer concrete in-ground enclosures,
equipment pads and special drain products
Specialized insulated hot line tools
Switches, cutouts and sectionalizers
Line construction materials including power-installed foundation
systems and earth anchors to secure overhead power and
communications line poles, guyed and self-supporting towers,
streetlight poles and pipelines. Additionally, helical pier
foundation systems are used to support homes and buildings, and
earth anchors are used in a variety of farm, home and
construction projects including tie-back applications.
Pole line hardware, including galvanized steel fixtures and
extruded plastic materials used in overhead and underground line
construction, connectors, fasteners, pole and cross arm
accessories, insulator pins, mounting brackets and related
components, and other accessories for making high voltage
connections and linkages.
Construction tools and accessories for building overhead and
underground power and telephone lines.
5
Table of Contents
6
Table of Contents
7
Table of Contents
Item 1A.
Risk
Factors
8
Table of Contents
Item 1B.
Unresolved
Staff Comments
9
Table of Contents
Item 2.
Properties
Total Approximate Floor
Number of Facilities
Area in Square Feet
Location
Warehouses
Manufacturing
Owned
Leased
Arkansas
1
1
73,100
California
2
4
96,000
570,000
Canada
1
1
178,700
Connecticut
1
144,500
Georgia
1
57,100
Illinois
3
2
255,000
366,600
Indiana
1
314,800
Mexico
1
2
542,300
(1)
43,300
Missouri
1
1
150,100
44,000
North Carolina
1
424,800
Pennsylvania
1
1
410,000
135,000
Puerto Rico
2
162,400
34,400
South Carolina
3
327,200
146,000
Singapore
1
6,700
Texas
2
1
81,200
26,000
United Kingdom
2
133,600
Virginia
2
328,000
78,200
Washington
1
284,100
Alabama
2
288,000
Brazil
1
103,000
California
1
77,600
Mexico
1
175,700
(1)
Missouri
1
2
1,071,600
46,400
New York
1
94,700
Ohio
1
89,000
South Carolina
1
360,000
Tennessee
2
166,900
Australia
3
34,100
Italy
1
8,200
New York
1
92,200
North Carolina
1
1
90,500
Pennsylvania
1
105,000
Switzerland
1
73,800
United Kingdom
1
40,000
Wisconsin
2
73,000
28,900
(1)
Shared between Electrical and Power segments.
10
Table of Contents
Item 3.
Legal
Proceedings
Item 4.
Submission
of Matters to a Vote of Security Holders
59
Chairman of the
Board, President
and Chief
Executive Officer
Chairman of the Board since September 15, 2004; President and
Chief Executive Officer since July 1, 2001; Senior Vice
President and Chief Financial Officer September 21, 1998 to June
30, 2001; previously Executive Vice President, Finance &
Business Development, Americas Region, Asea Brown Boveri.
50
Senior Vice
President and
Chief Financial
Officer
Present position since September 19, 2005; previously Chief
Financial Officer of Hamilton Sundstrand Corporation, a United
Technologies company, from April 2003 to September 2005, and
Vice President, Controller of United Technologies Corporation
from October 2000 to March 2003.
61
Vice President,
General Counsel and
Secretary
Present position since January 1, 1996; General Counsel since
1987; Secretary since 1982; Assistant Secretary 1980-1982;
Assistant General Counsel 1974 - 1987.
55
Vice President and
Treasurer
Present position since January 1, 1996; Treasurer since 1987;
Assistant Treasurer 1986 - 1987; Director of Taxes 1984 - 1986.
40
Vice President,
Controller (2)
Vice President and Controller of Hubbell Industrial
Technology/Hubbell Electrical Products March 2004 - February
2008; Vice President and Controller of Hubbell Industrial
Technology March 2002 - March 2004; Controller of GAI-Tronics
Corporation July 2000 - February 2002.
11
Table of Contents
42
Corporate Assistant
Controller and Chief
Accounting Officer (3)
Corporate Assistant Controller since July 2002.
58
Executive Vice
President, Marketing
and Sales
Present position since October 1, 2007; Senior Group Vice
President 2001-2007; Group Vice President 2000-2001; Senior Vice
President Marketing and Sales (Wiring Systems) 1985-1999; and
various sales positions (Wiring Systems) 1975-1985.
50
Group Vice President
(Lighting)
Present position since April 27, 2002 (elected as an officer of
the Company on December 3, 2002); previously President and Chief
Executive Officer of Lighting Corporation of America, Inc.
(LCA) 2000-2002, and President of Progress Lighting,
Inc. 1993-2000.
48
Group Vice President
(Power Systems)
Present position since May 7, 2001; Vice President, Marketing
and Sales (Power Systems) 1998-2001; Vice President Sales,
1991-1998 of various Company operations.
50
Group Vice President
(Wiring Systems)
Present position since October 1, 2007; Senior Vice President of
Operations and Administration (Wiring Systems) October 2005 -
October 2007; Director of Special Projects April 2005 - October
2005; administrative leave November 2004 - April 2005; Senior
Vice President and Chief Financial Officer February 2002 -
November 2004.
56
Group Vice President
(Electrical Products and Industrial Technology)
Present position since October 2006; Vice President October
1997-September 2006; Vice President and General Manager of the
Companys Industrial Controls Divisions (ICD) 1989-1997;
Marketing Manager, ICD, April 1988-March 1989.
(1)
As of February 20, 2008.
(2)
Appointed by the Board of Directors on February 15, 2008,
effective as of March 1, 2008.
(3)
Appointed Chief Accounting Officer by the Board of Directors on
February 15, 2008, effective through February 29, 2008.
Table of Contents
80
81
82
Item 5.
Market
for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Market Prices (Dollars Per Share)
Common A
Common B
High
Low
High
Low
49.19
43.60
50.11
43.39
56.67
46.60
57.10
48.25
59.76
54.00
58.15
50.97
61.15
53.95
58.11
50.04
47.30
40.10
51.52
43.78
49.08
41.80
53.24
45.50
45.68
42.17
49.50
45.62
50.82
43.24
53.28
43.88
Dividends Declared (Cents Per Share)
Common A
Common B
2007
2006
2007
2006
33
33
33
33
33
33
33
33
33
33
33
33
33
33
33
33
Number of Common Shareholders of Record
2007
2006
2005
2004
2003
571
617
665
717
771
3,068
3,243
3,319
3,515
3,687
13
Table of Contents
Approximate
Total
Dollar Value of
Number of
Shares That
Shares
May Yet Be
Total
Purchased as
Purchased
Average
Number of
Average
Part of
Under the
Total Number of
Price Paid
Class B
Price Paid
Publicly
February
Class A Shares
per
Shares
per
Announced
2007
Purchased
Class A
Purchased
Class B
Program
Program
(000s)
Share
(000s)
Share
(000s)
(000s)
$
77,100
43
$
58.97
$
43
74,600
37
56.84
37
72,500
180
60.62
75
55.16
255
57,500
260
$
59.80
75
$
55.16
335
$
57,500
799
$
55.51
2,791
$
53.31
3,590
14
Table of Contents
Among
Hubbell, Inc., The S&P Midcap 400 Index, The S&P
SuperCap 1500 Index
And The Dow Jones US Electrical Components & Equipment
Index
*
$100 invested on 12/31/02 in stock or index-including
reinvestment of dividends. Fiscal year ending December 31.
15
Table of Contents
Item 6.
Selected
Financial Data
2007
2006
2005
2004
2003
$
2,533.9
$
2,414.3
$
2,104.9
$
1,993.0
$
1,770.7
$
735.8
$
656.8
(1)
$
595.0
(1)
$
561.9
(1)
$
481.5
(1)
$
$
7.3
(1)
$
10.3
(1)
$
15.4
(1)
$
5.7
(1)
$
299.4
(3)
$
233.9
(3)
$
226.8
(3)
$
212.6
$
171.9
11.8
%
9.7
%
10.8
%
10.7
%
9.7
%
$
208.3
(4)
$
158.1
$
165.1
(4)
$
154.7
(4)
$
115.1
8.2
%
6.5
%
7.8
%
7.8
%
6.5
%
19.9
%
15.7
%
17.0
%
17.4
%
14.6
%
$
3.50
$
2.59
$
2.67
$
2.51
$
1.91
$
1.32
$
1.32
$
1.32
$
1.32
$
1.32
59.5
61.1
61.8
61.6
60.1
$
52.9
$
145.7
$
54.3
$
$
$
368.5
$
432.1
$
459.6
$
483.1
$
420.9
$
1,863.4
$
1,751.5
$
1,667.0
$
1,656.4
$
1,514.3
$
236.1
$
220.2
$
228.8
$
299.0
$
298.8
18
%
18
%
19
%
24
%
26
%
$
1,082.6
(2)
$
1,015.5
(2)
$
998.1
$
944.3
$
829.7
$
18.19
$
16.62
$
16.15
$
15.33
$
13.80
11,500
12,000
11,300
11,400
10,862
(1)
The Company recorded pretax special charges in 2003 through
2006. Below is a breakdown of special charges representing the
total of amounts recorded in Special charges, net, and Cost of
goods sold, the latter of which impacts Gross profit. Further
details with respect to special charges are included within
Managements Discussion and Analysis and
Note 2 Special Charges within the Notes to
Consolidated Financial Statements.
Special Charges by Program
2006
2005
2004
2003
$
7.5
$
10.0
$
9.5
$
8.1
0.9
7.2
$
7.5
$
10.9
$
16.7
$
8.1
(2)
Effective December 31, 2006, the Company adopted Statement
of Financial Accounting Standards (SFAS)
No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R). Related
adjustments to Shareholders equity resulted in a credit of
$44.9 million, net of tax in 2007 and a charge of
$36.8 million, net of tax in 2006.
(3)
In 2007, 2006 and 2005, operating income includes stock-based
compensation expense of $12.7 million, $11.8 million
and $0.7 million, respectively.
16
Table of Contents
(4)
In 2007, 2005 and 2004, the Company recorded tax benefits of
$5.3 million, $10.8 million and $10.2 million,
respectively, in Provision for income taxes related to the
completion of U.S. Internal Revenue Service (IRS)
examinations for tax years through 2005.
(5)
Debt to total capitalization is defined as total debt as a
percentage of the sum of total debt and shareholders
equity.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Price Realization
Cost Containment
Productivity
17
Table of Contents
Revenue Growth
18
Table of Contents
Telecommunications/
Commercial
Residential
Industrial
Utility
Other
Total
53
%
16
%
21
%
1
%
9
%
100
%
9
%
3
%
5
%
78
%
5
%
100
%
37
%
39
%
21
%
3
%
100
%
40
%
11
%
19
%
23
%
7
%
100
%
19
Table of Contents
For the Year Ending December 31,
% of Net
% of Net
% of Net
2007
Sales
2006
Sales
2005
Sales
$
2,533.9
$
2,414.3
$
2,104.9
1,798.1
1,757.5
1,509.9
735.8
29.0
%
656.8
27.2
%
595.0
28.3
%
436.4
17.2
%
415.6
17.2
%
357.9
17.0
%
7.3
0.3
%
10.3
0.5
%
299.4
11.8
%
233.9
9.7
%
226.8
10.8
%
$
3.50
$
2.59
$
2.67
20
Table of Contents
2007
2006
(In millions)
$
1,639.9
$
1,631.2
$
151.0
$
124.7
9.2
%
7.6
%
21
Table of Contents
2007
2006
(In millions)
$
636.6
$
573.7
$
97.3
$
75.8
15.3
%
13.2
%
2007
2006
(In millions)
$
257.4
$
209.4
$
51.1
$
33.4
19.9
%
16.0
%
22
Table of Contents
CATEGORY OF COSTS
Facility Exit
Severance and
and
Asset
Inventory
Other Benefit Costs
Integration
Impairments
Write-Downs*
Total
$
2.8
$
1.6
$
2.9
$
0.2
$
7.5
$
5.7
$
2.7
$
1.2
$
0.4
$
10.0
0.6
0.3
0.9
$
5.7
$
3.3
$
1.2
$
0.7
$
10.9
*
Included in Cost of goods sold
23
Table of Contents
Phase I
Phase II
Phase III
Total
$
10.3
$
$
$
10.3
8.1
8.1
5.5
6.2
11.7
2.2
11.3
1.3
14.8
0.2
4.0
5.0
9.2
$
26.3
$
21.5
$
6.3
$
54.1
24
Table of Contents
2006
2005
(In millions)
$
1,631.2
$
1,496.8
$
124.7
$
142.2
7.6
%
9.5
%
25
Table of Contents
2006
2005
(In millions)
$
573.7
$
455.6
$
75.8
$
68.8
13.2
%
15.1
%
26
Table of Contents
2006
2005
(In millions)
$
209.4
$
152.5
$
33.4
$
20.4
16.0
%
13.4
%
December 31,
2007
2006
2005
(In millions)
$
335.2
$
139.9
$
184.1
(105.7
)
(66.7
)
(30.4
)
(200.4
)
(139.6
)
(182.1
)
3.1
1.1
(0.9
)
$
32.2
$
(65.3
)
$
(29.3
)
27
Table of Contents
28
Table of Contents
December 31,
2007
2006
(In millions)
$
236.1
$
220.2
1,082.6
1,015.5
$
1,318.7
$
1,235.7
18
%
18
%
$
116.7
$
81.5
$
119.4
$
138.7
December 31,
2007
2006
(In millions)
$
36.7
$
20.9
199.4
199.3
$
236.1
$
220.2
29
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30
Table of Contents
Pension Benefits
Other Benefits
2007
2006
2007
2006
6.41
%
5.66
%
6.50
%
5.75
%
4.58
%
4.33
%
N/A
N/A
5.66
%
5.45
%
5.75
%
5.50
%
8.00
%
8.00
%
N/A
N/A
4.58
%
4.33
%
N/A
N/A
31
Table of Contents
Payments due by period
Less than
More than
Total
1 Year
1-3 Years
4-5 Years
5 Years
$
236.7
$
36.7
$
$
200.0
$
55.8
12.8
25.5
17.5
57.9
12.6
18.2
7.0
20.1
134.2
125.7
7.7
0.8
0.6
0.6
25.2
25.2
$
510.4
$
213.6
$
51.4
$
225.3
$
20.1
32
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33
Table of Contents
34
Table of Contents
Changes in demand for our products, market conditions, product
quality, product availability adversely affecting sales levels.
Changes in markets or competition adversely affecting
realization of price increases.
Failure to achieve projected levels of efficiencies, cost
savings and cost reduction measures, including those expected as
a result of our lean initiative and strategic sourcing plans.
The expected benefits and the timing of other actions in
connection with our enterprise-wide business system.
Availability and costs of raw materials, purchased components,
energy and freight.
Changes in expected or future levels of operating cash flow,
indebtedness and capital spending.
General economic and business conditions in particular
industries or markets.
Regulatory issues, changes in tax laws or changes in geographic
profit mix affecting tax rates and availability of tax
incentives.
A major disruption in one of our manufacturing or distribution
facilities or headquarters, including the impact of plant
consolidations and relocations.
Changes in our relationships with, or the financial condition or
performance of, key distributors and other customers, agents or
business partners could adversely affect our results of
operations.
Impact of productivity improvements on lead times, quality and
delivery of product.
Anticipated future contributions and assumptions including
changes in interest rates and plan assets with respect to
pensions.
Adjustments to product warranty accruals in response to claims
incurred, historical experiences and known costs.
Unexpected costs or charges, certain of which might be outside
of our control.
Changes in strategy, economic conditions or other conditions
outside of our control affecting anticipated future global
product sourcing levels.
35
Table of Contents
Ability to carry out future acquisitions and strategic
investments in our core businesses and costs relating to
acquisitions and acquisition integration costs.
Future repurchases of common stock under our common stock
repurchase programs.
Changes in accounting principles, interpretations, or estimates.
The outcome of environmental, legal and tax contingencies or
costs compared to amounts provided for such contingencies.
Adverse changes in foreign currency exchange rates and the
potential use of hedging instruments to hedge the exposure to
fluctuating rates of foreign currency exchange on inventory
purchases.
Other factors described in our SEC filings, including the
Business and Risk Factors Section in
this Annual Report on
Form 10-K
for the year ended December 31, 2007.
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
Political or economic uncertainty in the source country
Fluctuations in the rate of exchange between the
U.S. dollar and the currencies of the source countries
Increased logistical complexity including supply chain
interruption or delay, port of departure or entry disruption and
overall time to market
Loss of proprietary information
Product quality issues outside the control of the Company
36
Table of Contents
Fair Value
2008
2009
2010
2011
2012
Thereafter
Total
12/31/07
$
$
11.6
$
11.8
$
1.8
$
4.0
$
3.4
$
32.6
$
33.0
5.18
%
5.55
%
5.03
%
5.00
%
4.00
%
$
0.1
$
0.1
$
0.1
$
$
$
$
0.3
$
0.3
5.00
%
5.00
%
5.00
%
$
$
$
$
$
199.4
$
$
199.4
$
213.8
6.38
%
37
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
Form 10-K for
2007, Page:
39
40
41
42
43
44
45
84
38
Table of Contents
HUBBELL INCORPORATED AND SUBSIDIARIES
Timothy H. Powers
David G. Nord
Senior Vice President and
Chief Financial Officer
39
Table of Contents
40
Table of Contents
Year Ended December 31
2007
2006
2005
(In millions except
per share amounts)
$
2,533.9
$
2,414.3
$
2,104.9
1,798.1
1,757.5
1,509.9
735.8
656.8
595.0
436.4
415.6
357.9
7.3
10.3
299.4
233.9
226.8
2.4
5.1
9.5
(17.6
)
(15.4
)
(19.3
)
(2.1
)
(1.3
)
(15.2
)
(12.4
)
(11.1
)
284.2
221.5
215.7
75.9
63.4
50.6
$
208.3
$
158.1
$
165.1
$
3.54
$
2.62
$
2.71
$
3.50
$
2.59
$
2.67
58.8
60.4
61.0
59.5
61.1
61.8
$
1.32
$
1.32
$
1.32
41
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42
Table of Contents
Years Ended December 31,
2007
2006
2005
(Dollars in millions)
$
208.3
$
158.1
$
165.1
(0.7
)
0.9
(5.4
)
60.2
55.4
50.4
(3.7
)
11.4
6.4
3.1
1.9
12.7
11.8
0.7
27.8
(30.7
)
(16.9
)
24.2
(86.3
)
(13.2
)
42.1
13.3
2.0
(3.1
)
14.0
17.7
(6.9
)
(6.0
)
(28.4
)
(7.7
)
(31.6
)
2.7
2.6
7.0
335.2
139.9
184.1
(52.9
)
(145.7
)
(54.3
)
5.1
0.6
14.6
(55.9
)
(86.8
)
(73.4
)
(41.2
)
(153.2
)
(293.0
)
38.6
296.0
356.9
(0.4
)
21.4
17.2
0.6
1.4
1.6
(105.7
)
(66.7
)
(30.4
)
20.9
15.8
5.1
29.6
(5.1
)
(29.8
)
(1.2
)
(100.0
)
(78.4
)
(80.1
)
(80.6
)
(193.1
)
(95.1
)
(62.7
)
48.0
38.5
32.8
6.9
6.0
0.4
(200.4
)
(139.6
)
(182.1
)
3.1
1.1
(0.9
)
32.2
(65.3
)
(29.3
)
45.3
110.6
139.9
$
77.5
$
45.3
$
110.6
43
Table of Contents
For the Three Years Ended December 31, 2007, 2006 and
2005 (in millions, except per share amounts)
Accumulated
Other
Class A
Class B
Additional
Comprehensive
Total
Common
Common
Paid-In
Retained
Unearned
Income
Shareholders
Stock
Stock
Capital
Earnings
Compensation
(Loss)
Equity
$
0.1
$
0.5
$
280.7
$
664.5
$
$
(1.5
)
$
944.3
165.1
165.1
(2.2
)
(2.2
)
(7.5
)
(7.5
)
(0.3
)
(0.3
)
0.7
0.7
155.8
8.3
(8.3
)
0.3
0.3
0.3
0.3
40.6
40.6
(62.7
)
(62.7
)
(80.5
)
(80.5
)
$
0.1
$
0.5
$
267.2
$
749.1
$
(8.0
)
$
(10.8
)
$
998.1
158.1
158.1
2.1
2.1
12.4
12.4
0.3
0.3
0.4
0.4
173.3
(36.8
)
(36.8
)
(8.0
)
8.0
11.9
11.9
38.5
38.5
6.0
6.0
(95.7
)
(95.7
)
(79.8
)
(79.8
)
$
0.1
$
0.5
$
219.9
$
827.4
$
$
(32.4
)
$
1,015.5
208.3
208.3
44.9
44.9
14.1
14.1
0.2
0.2
(0.8
)
(0.8
)
266.7
4.7
4.7
12.7
12.7
48.0
48.0
6.9
6.9
(194.2
)
(194.2
)
(77.7
)
(77.7
)
$
0.1
$
0.5
$
93.3
$
962.7
$
$
26.0
$
1,082.6
44
Table of Contents
Note 1
Significant
Accounting Policies
45
Table of Contents
46
Table of Contents
47
Table of Contents
48
Table of Contents
49
Table of Contents
Note 2
Special
Charges
CATEGORY OF COSTS
Facility Exit
Severance and
and
Asset
Inventory
Other Benefit Costs
Integration
Impairments
Write-Downs*
Total
$
2.8
$
1.6
$
2.9
$
0.2
$
7.5
$
5.7
$
2.7
$
1.2
$
0.4
$
10.0
0.6
0.3
0.9
$
5.7
$
3.3
$
1.2
$
0.7
$
10.9
*
Recorded in Cost of goods sold
50
Table of Contents
Accrued
Beginning
Cash
Non-cash
Accrued End
of Year Balance
Provision
Expenditures
Write-downs
of Year Balance
$
1.3
$
10.0
$
(5.9
)
$
(1.6
)
$
3.8
*
3.8
7.5
(2.2
)
(3.1
)
6.0
*
$
2.0
$
0.9
$
(2.3
)
$
(0.3
)
$
0.3
0.3
(0.3
)
*
Included in the accrued balance at December 31, 2006 and
December 31, 2005 is $3.2 million and
$3.0 million, respectively, of accrued pension curtailment
costs classified in Other Non-Current Liabilities within the
Consolidated Balance Sheet at December 31, 2006 and 2005.
51
Table of Contents
Note 3
Business
Acquisitions
$
50.1
$
15.9
(3.3
)
15.5
22.0
$
50.1
52
Table of Contents
Lenoir City
Austdac
$
117.4
$
28.8
$
34.6
$
9.0
(8.3
)
(6.5
)
28.7
11.3
62.4
15.0
$
117.4
$
28.8
Note 4
Receivables
and Allowances
2007
2006
$
349.0
$
368.2
8.3
10.1
357.3
378.3
(21.2
)
(20.8
)
(3.7
)
(3.2
)
(24.9
)
(24.0
)
$
332.4
$
354.3
Note 5
Inventories
2007
2006
$
106.6
$
106.6
62.2
63.5
227.7
239.6
396.5
409.7
(73.6
)
(71.5
)
$
322.9
$
338.2
53
Table of Contents
Note 6
Goodwill
and Other Intangible Assets
Industrial
Electrical
Power
Technology
Total
$
175.9
$
122.1
$
53.5
$
351.5
61.8
16.4
78.2
5.5
1.0
0.5
7.0
$
181.4
$
184.9
$
70.4
$
436.7
23.2
0.7
23.9
2.1
2.1
1.8
6.0
$
183.5
$
210.2
$
72.9
$
466.6
December 31,
December 31,
2007
2006
Accumulated
Accumulated
Gross Amount
Amortization
Gross Amount
Amortization
$
44.3
$
(4.6
)
$
36.8
$
(1.7
)
39.0
(8.6
)
23.9
(6.1
)
83.3
(13.2
)
60.7
(7.8
)
20.6
21.4
$
103.9
$
(13.2
)
$
82.1
$
(7.8
)
Note 7
Investments
54
Table of Contents
2007
2006
Gross
Gross
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Carrying
Amortized
Unrealized
Unrealized
Fair
Carrying
Cost
Gains
Losses
Value
Value
Cost
Gains
Losses
Value
Value
$
38.5
$
0.5
$
(0.1
)
$
38.9
$
38.9
$
35.9
$
$
$
35.9
$
35.9
0.3
0.3
0.3
0.3
0.3
0.3
$
38.8
$
0.5
$
(0.1
)
$
39.2
$
39.2
$
36.2
$
$
$
36.2
$
36.2
Amortized
Fair
Cost
Value
$
29.2
$
29.5
9.3
9.4
$
38.5
$
38.9
$
0.1
$
0.1
0.2
0.2
$
0.3
$
0.3
Note 8
Property,
Plant, and Equipment
2007
2006
$
33.2
$
30.9
200.1
166.9
579.2
526.2
18.7
65.7
831.2
789.7
(504.1
)
(471.2
)
$
327.1
$
318.5
55
Table of Contents
Note 9
Other
Accrued Liabilities
2007
2006
$
1.8
$
18.5
25.2
28.1
23.3
4.9
54.0
37.5
$
104.3
$
89.0
Note 10
Other
Non-Current Liabilities
2007
2006
$
47.5
$
79.2
30.1
33.6
51.9
22.0
32.4
19.6
$
161.9
$
154.4
Note 11
Retirement
Benefits
56
Table of Contents
Pension Benefits
Other Benefits
2007
2006
2007
2006
$
591.4
$
580.4
$
33.6
$
41.3
16.9
17.9
0.5
0.3
32.7
30.9
1.7
2.1
0.9
0.6
(0.2
)
0.7
1.4
0.4
(38.4
)
(11.2
)
(4.6
)
(7.5
)
(1.5
)
0.3
2.6
(0.2
)
(27.4
)
(27.9
)
(2.6
)
(2.8
)
$
577.2
$
591.4
$
30.1
$
33.6
$
531.6
$
481.9
$
$
69.9
66.2
0.4
31.5
10.8
0.9
0.6
2.2
(27.4
)
(27.9
)
$
609.1
$
531.6
$
$
$
31.9
$
(59.8
)
$
(30.1
)
$
(33.6
)
$
82.6
$
22.5
$
$
(50.7
)
(82.3
)
(30.1
)
(33.6
)
$
31.9
$
(59.8
)
$
(30.1
)
$
(33.6
)
$
(9.9
)
$
57.0
$
(1.1
)
$
3.6
2.2
1.5
(2.2
)
(2.4
)
$
(7.7
)
$
58.5
$
(3.3
)
$
1.2
57
Table of Contents
2007
2006
$
49.5
$
64.4
$
45.1
$
54.2
$
0.4
$
8.0
Pension Benefits
Other Benefits
2007
2006
2005
2007
2006
2005
$
16.9
$
17.9
$
16.1
$
0.5
$
0.3
$
0.8
32.7
30.9
29.1
1.7
2.1
2.1
(42.6
)
(37.5
)
(33.9
)
(0.3
)
(0.4
)
0.4
(0.2
)
1.9
3.8
2.3
0.1
0.3
0.3
0.4
(0.1
)
0.7
3.1
1.4
$
8.5
$
15.4
$
17.1
$
3.5
$
3.1
$
3.2
$
(66.0
)
$
(4.8
)
0.3
0.2
(1.9
)
(0.1
)
0.1
(67.5
)
(4.7
)
$
(59.0
)
$
(1.2
)
$
0.3
$
(0.2
)
1.3
$
1.6
$
(0.2
)
58
Table of Contents
Pension Benefits
Other Benefits
2007
2006
2005
2007
2006
2005
6.41
%
5.66
%
5.45
%
6.50
%
5.75
%
5.50
%
4.58
%
4.33
%
4.25
%
N/A
N/A
N/A
5.66
%
5.45
%
5.75
%
5.75
%
5.50
%
5.75
%
8.00
%
8.00
%
8.00
%
N/A
N/A
N/A
4.58
%
4.33
%
4.25
%
N/A
N/A
N/A
Other Benefits
2007
2006
2005
9.0
%
9.0
%
9.0
%
5.0
%
5.0
%
5.0
%
2015
2015
2015
One Percentage
One Percentage
Point Increase
Point Decrease
$
0.1
$
(0.1
)
$
1.6
$
(1.4
)
59
Table of Contents
Target
Allocation
Percentage of Plan Assets
2008
2007
2006
53
%
59
%
71
%
25
%
26
%
20
%
20
%
12
%
8
%
2
%
3
%
1
%
100
%
100
%
100
%
Other Benefits
Medicare
Pension
Part D
Benefits
Gross
Subsidy
Net
$
26.5
$
2.6
$
0.2
$
2.4
$
28.1
$
2.6
$
0.2
$
2.4
$
29.4
$
2.6
$
0.2
$
2.4
$
31.4
$
2.6
$
0.2
$
2.4
$
33.0
$
2.6
$
0.2
$
2.4
$
194.9
$
11.9
$
1.0
$
10.9
60
Table of Contents
Note 12
Debt
2007
2006
Short-Term
Senior Notes
Short-Term
Senior Notes
Debt
(Long-Term)
Total
Debt
(Long-Term)
Total
$
36.7
$
199.4
$
236.1
$
20.9
$
199.3
$
220.2
$
314.0
$
259.3
$
64.2
$
199.4
$
263.6
$
24.5
$
199.3
$
223.8
interest rate:
5.30
%
6.38
%
6.21
%
5.53
%
6.38
%
6.29
%
5.25
%
6.38
%
6.10
%
5.76
%
6.38
%
6.31
%
61
Table of Contents
Note 13
Income
Taxes
2007
2006
2005
$
191.9
$
151.1
$
178.8
92.3
70.4
36.9
$
284.2
$
221.5
$
215.7
$
60.6
$
41.8
$
29.5
7.7
5.0
5.1
11.3
5.2
9.6
79.6
52.0
44.2
$
(8.4
)
$
7.8
$
8.7
(0.7
)
0.8
0.5
5.4
2.8
(2.8
)
(3.7
)
11.4
6.4
$
75.9
$
63.4
$
50.6
62
Table of Contents
2007
2006
$
8.8
$
3.1
4.8
2.3
15.9
14.6
15.3
10.0
12.8
6.7
3.9
0.8
2.3
13.5
11.2
$
60.5
$
65.5
30.1
22.0
32.2
34.7
13.0
$
75.3
$
56.7
$
(14.8
)
$
8.8
$
34.8
$
22.6
2.3
8.2
(51.9
)
(22.0
)
$
(14.8
)
$
8.8
63
Table of Contents
Open Years
2006-2007
2004-2007
2006-2007
$
24.2
2.8
(1.3
)
(13.8
)
(3.2
)
$
8.7
2007
2006
2005
35.0
%
35.0
%
35.0
%
1.8
1.7
1.7
(5.4
)
(5.5
)
(1.6
)
(4.4
)
(1.9
)
(5.1
)
(2.8
)
(2.6
)
(2.1
)
26.7
%
28.6
%
23.5
%
64
Table of Contents
Note 14
Financial
Instruments
Note 15
Commitments
and Contingencies
65
Table of Contents
Note 16
Capital
Stock
Common Stock
Class A
Class B
9,351
51,864
1,306
8
130
(223
)
(1,345
)
9,128
51,963
1,223
2
94
(951
)
(1,281
)
8,177
52,001
1,356
2
108
(799
)
(2,917
)
7,378
50,550
66
Table of Contents
Common Stock
Preferred
Class A
Class B
Stock
3,180
5,321
58
2
297
2
8,798
58
Note 17
Stock-Based
Compensation
67
Table of Contents
68
Table of Contents
Weighted Average
Shares
Value/share
177
51.05
108
54.52
(72
)
50.69
(7
)
51.10
206
52.99
Weighted
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Contractual
Intrinsic
Rights
Price
Term
Value
814
$
51.63
440
54.56
(315
)
51.34
(23
)
50.98
916
$
53.16
9.2 years
$
0.3
471
$
50.82
8.2 years
$
0.6
Weighted Avg.
Grant Date
Dividend
Expected
Risk Free
Expected
Fair Value
Yield
Volatility
Interest Rate
Term
of 1 SAR
2.6
%
23.5
%
3.5
%
6 Years
$
11.40
2.9
%
23.5
%
4.3
%
6 Years
$
11.47
2.7
%
23.5
%
4.3
%
6 Years
$
11.10
69
Table of Contents
Stock Price on
Weighted Avg.
Measurement
Dividend
Expected
Risk Free
Expected
Grant Date
Date
Yield
Volatility
Interest Rate
Term
Fair Value
$
48.23
2.7
%
21.3
%
4.8
%
3 Years
$
55.20
$
54.56
2.4
%
21.1
%
2.9
%
3 Years
$
63.69
70
Table of Contents
Weighted
Average
Remaining
Aggregate
Number of
Weighted Average
Contractual
Intrinsic
Shares
Exercise Price
Term
Value
4,552
$
39.61
(1,356
)
39.28
(11
)
47.95
(5
)
37.06
3,180
$
39.73
5.1 years
$
37.7
3,180
$
39.73
5.1 years
$
37.7
Year Ended
December 31,
2005
$
165.1
(6.2
)
$
158.9
$
2.71
$
2.60
$
2.67
$
2.58
71
Table of Contents
Note 18
Earnings
Per Share
2007
2006
2005
$
208.3
$
158.1
$
165.1
58.8
60.4
61.0
0.7
0.7
0.8
59.5
61.1
61.8
$
3.54
$
2.62
$
2.71
$
3.50
$
2.59
$
2.67
Note 19
Accumulated
Other Comprehensive Income (Loss)
Accumulated
Pension/
Cumulative
Unrealized Gain
Cash Flow
Other
OPEB
Translation
(Loss) on
Hedging
Comprehensive
Adjustment
Adjustment
Investments
Gain (Loss)
Income (Loss)
$
(1.9
)
$
2.1
$
$
(1.7
)
$
(1.5
)
(2.2
)
(7.5
)
(0.3
)
0.7
(9.3
)
(4.1
)
(5.4
)
(0.3
)
(1.0
)
(10.8
)
(34.7
)
12.4
0.3
0.4
(21.6
)
(38.8
)
7.0
(0.6
)
(32.4
)
44.9
14.1
0.2
(0.8
)
58.4
$
6.1
$
21.1
$
0.2
$
(1.4
)
$
26.0
Note 20
Industry
Segments and Geographic Area Information
72
Table of Contents
Net sales comprise sales to unaffiliated customers
inter-segment and inter-area sales are not significant.
Segment operating income consists of net sales less operating
expenses, including total corporate expenses, which are
generally allocated to each segment on the basis of the
segments percentage of consolidated net sales. Interest
expense and investment income and other expense, net have not
been allocated to segments.
General corporate assets not allocated to segments are
principally cash, prepaid pensions, investments and deferred
taxes.
2006 and 2005 segment operating income results have been
adjusted to reflect the inclusion of stock-based compensation,
consistent with the 2007 presentation.
73
Table of Contents
2007
2006
2005
$
1,639.9
$
1,631.2
$
1,496.8
636.6
573.7
455.6
257.4
209.4
152.5
$
2,533.9
$
2,414.3
$
2,104.9
$
151.0
$
132.2
$
153.1
(7.5
)
(10.9
)
151.0
124.7
142.2
97.3
75.8
68.8
51.1
33.4
20.4
(4.6
)
299.4
233.9
226.8
(17.6
)
(15.4
)
(19.3
)
2.4
3.0
8.2
$
284.2
$
221.5
$
215.7
$
894.0
$
924.4
$
815.8
510.0
478.5
322.2
212.7
178.8
124.2
246.7
169.8
404.8
$
1,863.4
$
1,751.5
$
1,667.0
$
35.7
$
56.3
$
47.7
13.6
16.2
11.1
2.8
3.4
5.3
3.8
10.9
9.3
$
55.9
$
86.8
$
73.4
$
36.4
$
36.1
$
36.0
18.4
15.1
11.3
5.4
4.2
3.1
$
60.2
$
55.4
$
50.4
74
Table of Contents
2007
2006
2005
$
2,175.9
$
2,109.2
$
1,866.5
358.0
305.1
238.4
$
2,533.9
$
2,414.3
$
2,104.9
$
250.3
$
207.4
$
203.3
(7.5
)
(10.9
)
49.1
34.0
34.4
$
299.4
$
233.9
$
226.8
$
277.6
$
269.9
$
222.5
49.5
48.6
45.3
$
327.1
$
318.5
$
267.8
Note 21
Quarterly
Financial Data (Unaudited)
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
625.7
$
640.8
$
652.7
$
614.7
$
173.0
$
187.3
$
194.6
$
180.9
$
41.7
$
53.3
$
65.3
$
48.0
(1)
$
0.70
$
0.90
$
1.12
$
0.83
$
0.69
$
0.89
$
1.10
$
0.82
$
573.0
$
603.2
$
649.0
$
589.0
$
158.5
(2)
$
165.7
$
180.9
$
151.6
$
39.7
(2)
$
41.6
(2)
$
47.6
(2)
$
29.2
(2)(3)
$
0.66
$
0.68
$
0.79
$
0.49
$
0.65
$
0.67
$
0.78
$
0.48
75
Table of Contents
(1)
Net Income in the fourth quarter of 2007 included an income tax
benefit of $5.3 million related to the completion of IRS
examinations for tax years 2004 and 2005.
(2)
In the first, second, third and fourth quarters of 2006, Net
Income included $1.7 million, $1.4 million,
$0.7 million and $3.7 million of pretax special
charges, respectively. These charges relate to the integration
of the Companys lighting operations in the Electrical
segment. Included in the amounts above are inventory write-down
costs which are recorded in Cost of goods sold for the first
quarter of 2006 of $0.2 million, thereby reducing Gross
Profit on a pretax basis.
(3)
Net Income in the fourth quarter of 2006 includes a tax benefit
of $1.9 million which reflects the full year benefit
associated with the reinstatement of the Federal research and
development tax credit.
Note 22
Guarantees
$
4.2
2.9
(1.0
)
$
6.1
Note 23
Subsequent
Event
76
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 10.
Directors
and Executive Officers of the Registrant(1)
(1)
Certain of the information required by this item regarding
executive officers is included in Part I, Item 4 of
this
Form 10-K
and the remaining required information is incorporated by
reference to the definitive proxy statement for the
Companys annual meeting of shareholders scheduled to be
held on May 5, 2008.
77
Table of Contents
Item 11.
Executive
Compensation(2)
A
B
C
Weighted Average
Number of Securities Remaining
Number of Securities to be
Exercise Price of
Available for Future Issuance
Issued upon Exercise of
Outstanding
Under Equity Compensation
Outstanding Options,
Options,
Plans (Excluding Securities
Warrants and Rights
Warrants and Rights
Reflected in Column A)
3,717
(c)(e)
$
41.28
5,321
(c)(e)
2
(d)
297
(c)
3,717
$
41.28
5,620
(a)
The Companys (1) Stock Option Plan for Key Employees,
and (2) 2005 Incentive Award Plan.
(b)
The Companys Deferred Compensation Plan for Directors.
(c)
Class B Common Stock
(d)
Class A Common Stock
(e)
Excluded from the amounts are approximately 925 SARs which have
exercise prices above the market price of the Companys
Class B Common Stock at December 31, 2007 and,
therefore, could not be converted into shares.
Item 13.
Certain
Relationships and Related Transactions(2)
(2)
The information required by this item is incorporated by
reference to the definitive proxy statement for the
Companys annual meeting of shareholders scheduled to be
held on May 5, 2008.
(3)
The remaining information required by this item is incorporated
by reference to the definitive proxy statement for the
Companys annual meeting of shareholders scheduled to be
held on May 5, 2008.
78
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedule
1.
Financial
Statements and Schedule
2.
Exhibits
Restated Certificate of Incorporation, as amended and restated
as of September 23, 2003.(1) Exhibit 3a of the
registrants report on
Form 10-Q
for the third quarter (ended September 30), 2003, and filed on
November 10, 2003, is incorporated by reference; and
(2) Exhibit 1 of the registrants reports on
Form 8-A
and
8-K,
both dated and filed on December 17, 1998, are incorporated
by reference.
By-Laws, Hubbell Incorporated, as amended on June 6, 2007.
Exhibit 3.1 of the registrants report on
Form 8-K
dated and filed June 7, 2007, is incorporated by reference.
Rights Agreement, dated as of December 9, 1998, between
Hubbell Incorporated and ChaseMellon Shareholder Services,
L.L.C. as Rights Agent is incorporated by reference to
Exhibit 1 to the registrants Registration Statement
on
Form 8-A
and
Form 8-K,
both dated and filed on December 17, 1998.
Exhibit 3(c), being an Amendment to Rights Agreement, of
the registrants report on
Form 10-Q
for the third quarter (ended September 30), 1999, and filed on
November 12, 1999, is incorporated by reference.
Instruments with respect to the 1996 issue of long-term debt
have not been filed as exhibits to this Annual Report on
Form 10-K
as the authorized principal amount on such issue does not exceed
10% of the total assets of the registrant and its subsidiaries
on a consolidated basis; registrant agrees to furnish a copy of
each such instruments to the Commission upon request.
Senior Indenture, dated as of September 15, 1995, between
Hubbell Incorporated and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank and Chemical Bank), as trustee.
Exhibit 4a of the registrants registration statement
on
Form S-4
filed June 18, 2002, is incorporated by reference.
Specimen Certificate of 6.375% Notes due 2012.
Exhibit 4b of the registrants registration statement
on
Form S-4
filed June 18, 2002, is incorporated by reference.
Specimen Certificate of registered 6.37% Notes due 2010.
Exhibit 4c of the registrants registration statement
on
Form S-4
filed June 18, 2002, is incorporated by reference.
Registration Rights Agreement, dated as of May 15, 2002,
among Hubbell Incorporated and J.P. Morgan Securities,
Inc., BNY Capital Markets, Inc., Deutsche Bank Securities Inc.,
First Union Securities, Inc., Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc. as the Initial
Purchasers. Exhibit 4d of the registrants
registration statement on
Form S-4
filed June 18, 2002, is incorporated by reference.
Hubbell Incorporated Supplemental Executive Retirement Plan, as
amended and restated effective January 1, 2005.
Exhibit 10a of the registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007, filed
October 26, 2007, is incorporated by reference.
Hubbell Incorporated Stock Option Plan for Key Employees, as
amended and restated effective May 5, 2003.
(i) Exhibit 10b(1) of the registrants report on
Form 10-Q
for the second quarter (ended June 30), 2003, filed
August 12, 2003, is incorporated by reference;
(ii) Amendment, dated June 9, 2004, filed as
Exhibit 10ee of the registrants report on
Form 10-Q
for the second quarter (ended June 30), 2004, filed
August 5, 2004, is incorporated by reference.
Amendment, dated September 21, 2006, to the Hubbell
Incorporated Stock Option Plan for Key Employees.
Exhibit 10.1 of the registrants report on
Form 10-Q
for the third quarter (ended September 30), 2006, filed on
November 7, 2006 is incorporated by reference.
79
Table of Contents
Hubbell Incorporated Deferred Compensation Plan for Directors,
as amended and restated effective January 1, 2005, as
amended December 4, 2007.
Hubbell Incorporated Key Man Supplemental Medical Insurance, as
amended and restated effective January 1, 2005.
Exhibit 10h of the registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007, filed
October 26, 2007, is incorporated by reference.
Hubbell Incorporated Retirement Plan for Directors, as amended
and restated effective January 1, 2005. Exhibit 10i of
the registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007, filed
October 26, 2007, is incorporated by reference.
Hubbell Incorporated Policy for Providing Severance Payments to
Key Managers, as amended and restated effective
September 12, 2007. Exhibit 10o of the
registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007, filed on
October 26, 2007, is incorporated by reference.
Hubbell Incorporated Senior Executive Incentive Compensation
Plan, effective January 1, 1996. Exhibit C of the
registrants proxy statement, dated March 22, 1996 and
filed on March 27, 1996, is incorporated by reference.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and Timothy
H. Powers.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and Scott H.
Muse.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and Thomas
P. Smith.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and Richard
W. Davies.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and James H.
Biggart.
Hubbell Incorporated Top Hat Restoration Plan, as amended and
restated effective January 1, 2005. Exhibit 10w of the
registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007 filed
October 26, 2007, is incorporated by reference.
Termination Agreement and General Release, dated as of
October 21, 2001, between Hubbell Incorporated and Harry B.
Rowell, Jr. Exhibit 10x of the registrants report on
Form 10-K
for the year 2001, filed March 19, 2002, is incorporated by
reference.
The retirement arrangement with G. Jackson Ratcliffe is
incorporated by reference to the registrants proxy
Statements:(i), dated March 27, 2002 as set forth under the
heading Employment Agreements/Retirement
Arrangements, (ii) dated March 15, 2004 as set
forth under the heading Matters Relating to Directors and
Shareholders, and (iii) and dated as of
March 16, 2005 as set forth under the heading Matters
Relating to Directors and Shareholders.
Hubbell Incorporated Incentive Compensation Plan, adopted
effective January 1, 2002. Exhibit 10z of the
registrants report on
Form 10-K
for the year 2001, filed on March 19, 2002, is incorporated
by reference.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and W.
Robert Murphy.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and Gary N.
Amato.
Grantor Trust for Senior Management Plans Trust Agreement,
dated as of March 14, 2005, between Hubbell Incorporated
and The Bank of New York, as Trustee. Exhibit 10.9 of the
registrants report on
Form 8-K
dated and filed March 15, 2005, is incorporated by
reference.
First Amendment, dated as of January 1, 2005, to the
Hubbell Incorporated Grantor Trust for Senior Management Plans
Trust Agreement.
Table of Contents
Grantor Trust for Non-Employee Director Plans
Trust Agreement, dated as of March 14, 2005, between
Hubbell Incorporated and The Bank of New York.
Exhibit 10.10 of the registrants report on
Form 8-K
dated and filed March 15, 2005, is incorporated by
reference.
First Amendment, dated as of January 1, 2005, to the
Hubbell Incorporated Grantor Trust for Non-Employee Director
Plans Trust Agreement.
Hubbell Incorporated 2005 Incentive Award Plan. Exhibit B
of the registrants proxy statement, dated as of
March 16, 2005, is incorporated by reference.
Amendment, dated September 21, 2006, to the Hubbell
Incorporated 2005 Incentive Award Plan. Exhibit 10.2 of the
registrants report on
Form 10-Q
for the third quarter (ended September 30), 2006, filed on
November 7, 2006 is incorporated by reference.
Letter Agreement, dated September 2005, between Hubbell
Incorporated and David G. Nord. Exhibit 99.1 of the
registrants report on
Form 8-K
dated and filed September 6, 2005, is incorporated by
reference.
Amended and Restated Continuity Agreement, dated as of
November 1, 2007, between Hubbell Incorporated and David G.
Nord.
Restricted Award Agreement, dated September 19, 2005
between Hubbell Incorporated and David G. Nord.
Exhibit 10.13 of the registrants report on
Form 10-Q
dated and filed November 4, 2005 is incorporated by
reference.
Credit Agreement, dated as of October 31, 2007 Among
Hubbell Incorporated, Hubbell Cayman Limited, Hubbell
Investments Limited, The Lenders Party hereto, Bank of America,
N.A., Citibank, N.A., U.S. Bank National Association, and
Wachovia Bank National Association as Syndication Agents,
JPMorgan Chase Bank, N.A., as Administrative Agent, and
J.P. Morgan Securities Inc. as Sole Lead Arranger and
Bookrunner. Exhibit 10.ii of the registrants report
on
Form 8-K
dated and filed November 5, 2007 is incorporated by
reference.
Hubbell Incorporated Executive Deferred Compensation Plan,
effective January 1, 2008. Exhibit 10.jj of the
registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007, filed on
October 26, 2007, is incorporated by reference.
Hubbell Incorporated Supplemental Management Retirement Plan,
effective September 12, 2007. Exhibit 10.ll of the
registrants report on
Form 10-Q
for the third quarter (ended September 30), 2007, filed on
October 26, 2007, is incorporated by reference.
Continuity Agreement, dated as of November 1, 2007, between
Hubbell Incorporated and William Tolley.
Trust Agreement, dated as of January 1, 2008, by and
between Hubbell Incorporated and T. Rowe Price
Trust Company, as Trustee.
Amendment, dated February 15, 2008, to Hubbell Incorporated
Amended and Restated Supplemental Executive Retirement Plan.
Amendment, dated February 15, 2008, to Amended and Restated
Continuity Agreement for James H. Biggart.
Amendment, dated February 15, 2008, to Amended and Restated
Continuity Agreement for Timothy H. Powers.
Amendment dated February 15, 2008, to Amended and Restated
Continuity Agreement for Richard W. Davies.
Listing of significant subsidiaries.
Consent of PricewaterhouseCoopers LLP.
Certification of Chief Executive Officer Pursuant to
Item 601(b) (31) of
Regulation S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Certification of Chief Financial Officer Pursuant to
Item 601(b) (31) of
Regulation S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Table of Contents
Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
This exhibit constitutes a management contract, compensatory
plan, or arrangement
*
Filed hereunder
By
By
Table of Contents
By
Chairman of the Board, President and Chief Executive Officer and
Director
2/25/08
By
Senior Vice President and Chief Financial Officer
2/25/08
By
Corporate Assistant Controller and Chief Accounting Officer
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
By
Director
2/25/08
83
Table of Contents
Additions/
(Reversals)
Balance at
Charged to
Acquisitions/
Balance
Beginning
Costs and
Disposition
at End
of Year
Expenses
of Businesses
Deductions
of Year
$
6.1
$
0.9
$
0.1
$
(2.9
)
$
4.2
$
4.2
$
0.4
$
0.1
$
(1.5
)
$
3.2
$
3.2
$
1.5
$
$
(1.0
)
$
3.7
$
16.3
$
96.4
$
$
(96.7
)
$
16.0
$
16.0
$
118.6
$
0.1
$
(115.9
)
$
18.8
$
18.8
$
123.2
$
$
(123.1
)
$
18.9
$
22.1
$
3.6
*
$
0.2
$
(9.4
)
$
16.5
$
16.5
$
6.4
*
$
0.2
$
(2.2
)
$
20.9
$
20.9
$
9.5
$
0.5
$
(3.3
)
$
27.6
$
4.7
$
(4.1
)
$
$
$
0.6
$
0.6
$
(0.6
)
$
$
$
$
$
$
$
$
*
Includes the cost of product line discontinuances of
$0.2 million and $0.7 million in 2006 and 2005,
respectively.
84
Page | ||||
ARTICLE I. DEFINITIONS
|
1 | |||
|
||||
ARTICLE II. ELECTION TO DEFER
|
2 | |||
|
||||
ARTICLE III. DEFERRED COMPENSATION ACCOUNTS
|
3 | |||
|
||||
ARTICLE IV. PAYMENT OF DEFERRED COMPENSATION
|
5 | |||
|
||||
ARTICLE V. ADMINISTRATION
|
7 | |||
|
||||
ARTICLE VI. AMENDMENT OF PLAN
|
7 | |||
|
||||
ARTICLE VII. CHANGE OF CONTROL
|
8 | |||
|
||||
ARTICLE VIII. EFFECTIVE DATE
|
9 | |||
|
||||
ARTICLE IX. MISCELLANEOUS PROVISIONS
|
9 |
i
2
3
4
5
6
7
8
9
10
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||||
|
||||||
|
By: | /s/Richard W. Davies | ||||
|
||||||
|
Title: | V.P., General Counsel & Secretary | ||||
|
||||||
|
/s/Timothy H. Powers | |||||
Executive: Timothy H. Powers | ||||||
|
||||||
|
||||||
Address |
14
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
|
||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
|
||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
|
||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
15
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||||
|
||||||
|
By: |
/s/Richard W. Davies
|
||||
|
Title: |
V.P., General Counsel & Secretary
|
||||
|
||||||
|
/s/Scott H. Muse | |||||
Executive: Scott H. Muse | ||||||
|
||||||
|
||||||
Address |
14
Lump sum payment of unreduced benefit deferred to
age 55, increased to reflect the 50% joint and
survivor form.
The Applicable mortality table under Section 417(e)
that is currently used by the Hubbell Incorporated
Retirement Plan for Salaried Employees.
10-year treasury rate on the first day of the
fourth quarter of the calendar year immediately
prior to the Executives separation from service.
Amount actually payable at age 55 (or, if higher,
the Executives actual age as of separation from
service).
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||
|
||||
|
By: | /s/Richard W. Davies | ||
|
||||
|
Title: | V.P., General Counsel & Secretary | ||
|
||||
|
||||
/s/Thomas P. Smith | ||||
Executive: Thomas P. Smith | ||||
|
||||
|
||||
Address |
14
Lump sum payment of unreduced benefit deferred to
age 55, increased to reflect the 50% joint and
survivor form.
The Applicable mortality table under Section 417(e)
that is currently used by the Hubbell Incorporated
Retirement Plan for Salaried Employees.
10-year treasury rate on the first day of the
fourth quarter of the calendar year immediately
prior to the Executives separation from service.
Amount actually payable at age 55 (or, if higher,
the Executives actual age as of separation from
service).
(A) | Continuing Directors during any 12 month period no longer constitute a majority of the Directors; | ||
(B) | any person, or persons acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(vi)(D)), acquires (or has acquired within the 12 month period ending on the date of the last acquisition by such person or persons), directly or indirectly, thirty percent (30%) or more of the voting power of the then outstanding securities of the Company entitled to vote for the election of Directors; provided that this Section 2(b)(i)(B) shall not apply with respect to any acquisition of securities by (I) the trust under a Trust Indenture dated September 2, 1957 made by Louie E. Roche, (II) the trust under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell, and (III) any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company or any affiliate of the Company; | ||
(C) | any person, or persons acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires ownership (including any previously owned securities) of more than fifty percent (50%) of either (I) the voting power value of the then outstanding securities of the Company entitled to vote for the election of Directors or (II) the fair market value of the Company; provided that this Section 2(b)(i)(C) shall not apply with respect to any acquisition of securities by (I) the trust under a Trust Indenture dated September 2, 1957 made by Louie E. Roche, (II) the trust under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell, and (III) any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company or any affiliate of the Company; or | ||
(D) | a sale of substantially all of the Companys assets; |
2
3
4
5
6
7
8
9
10
11
12
13
14
HUBBELL INCORPORATED | ||||||
|
||||||
|
By: | /s/Stephen M. Mais | ||||
|
||||||
|
Title: | Vice President, Human Resources | ||||
|
/s/Richard W. Davies | |||||
Executive: Richard W. Davies | ||||||
|
||||||
|
||||||
|
Address |
15
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
|
||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
|
||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
|
||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
16
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||
|
||||
|
By: | /s/Richard W. Davies | ||
|
||||
|
Title: | V.P., General Counsel & Secretary | ||
|
||||
|
/s/James H. Biggart | |||
|
Executive: | James H. Biggart | ||
|
||||
|
||||
|
Address |
14
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
|
||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
|
||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
|
||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
15
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||
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By: | /s/Richard W. Davies | ||
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Title: | V.P., General Counsel & Secretary | ||
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/s/William R. Murphy | |||
Executive: William R. Murphy | ||||
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||||
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Address |
14
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
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||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
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||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
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||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
15
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||||
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||||||
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By: | /s/Richard W. Davies | ||||
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||||||
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Title: | V.P., General Counsel & Secretary | ||||
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||||||
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/s/Gary N. Amato | |||||
Executive: Gary N. Amato | ||||||
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||||||
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||||||
|
Address |
14
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
|
||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
|
||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
|
||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
15
HUBBELL INCORPORATED | ||||||
|
||||||
|
By: |
/s/Richard W. Davies
|
|
By: | /s/Elizabeth Baulch | ||||
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|||||
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||||||
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Name: | Elizabeth Baulch | ||||
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|||||
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||||||
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Title: | Vice President | ||||
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|||||
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||||||
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Date: | February 1, 2008 | ||||
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|
2
HUBBELL INCORPORATED
|
||||
By: | /s/Richard W. Davies | |||
V.P., General Counsel & Secretary | ||||
|
By: | /s/Elizabeth Baulch | ||||
|
|
|||||
|
Name: |
|
||||
|
Title: | Vice President | ||||
|
||||||
|
Date: | February 1, 2008 |
2
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED | ||||||
|
||||||
|
By: | /s/Richard W. Davies | ||||
|
Title: |
|
||||
|
||||||
|
/s/David G. Nord | |||||
Executive: David G. Nord | ||||||
|
||||||
|
||||||
|
Address |
14
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
|
||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
|
||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
|
||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
15
2
3
4
5
6
7
8
9
10
11
12
13
HUBBELL INCORPORATED
|
||||
By: | /s/ Richard W. Davies | |||
Title: V.P., General Counsel & Secretary | ||||
/s/ William T. Tolley | ||||
Executive: William T. Tolley | ||||
Address |
14
Benefit:
|
Lump sum payment of unreduced benefit deferred to age 55, increased to reflect the 50% joint and survivor form. | |
|
||
Mortality Rates:
|
The Applicable mortality table under Section 417(e) that is currently used by the Hubbell Incorporated Retirement Plan for Salaried Employees. | |
|
||
Interest Rate:
|
10-year treasury rate on the first day of the fourth quarter of the calendar year immediately prior to the Executives separation from service. | |
|
||
Qualified Plan Offset:
|
Amount actually payable at age 55 (or, if higher, the Executives actual age as of separation from service). |
15
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
Attest/Witness: | HUBBELL INCORPORATED | |||||||
|
||||||||
|
By: | /s/ James H. Biggart | ||||||
|
||||||||
|
Name: | James H. Biggart | ||||||
|
Title: | Vice President and Treasurer | ||||||
|
Date: | December 4, 2007 | ||||||
|
||||||||
Attest/Witness: | T. ROWE PRICE TRUST COMPANY | |||||||
|
||||||||
|
By: | /s/ Steve Clark | ||||||
|
||||||||
|
Vice President | |||||||
|
Name: | Steve Clark | ||||||
|
Date: | December 10, 2007 |
- 12 -
HUBBELL INCORPORATED
|
||||
By: | /s/Richard. W. Davies | |||
Richard W. Davies | ||||
V.P., General Counsel & Secretary | ||||
ATTEST:
|
/s/James H. Biggart
|
1. | Section 4(b)(iii) of the Agreement is amended and restated in its entirety to read as follows: |
2. | This Amendment shall be and is hereby incorporated in and forms a part of the Agreement. | ||
3. | This Amendment shall be effective as of the date first written above. | ||
4. | Except as set forth herein, the Agreement shall remain in full force and effect. |
EXECUTIVE | Hubbell Incorporated | |||||
|
||||||
/s/James H. Biggart
|
By: | /s/Richard W. Davies | ||||
|
||||||
James H. Biggart | Name: Richard W. Davies | |||||
Title: V.P., General Counsel & Secretary |
2
1. | Section 4(b)(iii) of the Agreement is amended and restated in its entirety to read as follows: |
2. | This Amendment shall be and is hereby incorporated in and forms a part of the Agreement. | ||
3. | This Amendment shall be effective as of the date first written above. | ||
4. | Except as set forth herein, the Agreement shall remain in full force and effect. |
EXECUTIVE | Hubbell Incorporated | |||||
|
||||||
/s/Timothy H. Powers
|
By: | /s/Richard W. Davies | ||||
|
||||||
Timothy H. Powers | Name: Richard W. Davies | |||||
Title: V.P., General Counsel & Secretary |
2
1. | Section 4(b)(iii) of the Agreement is amended and restated in its entirety to read as follows: |
2. | This Amendment shall be and is hereby incorporated in and forms a part of the Agreement. | ||
3. | This Amendment shall be effective as of the date first written above. | ||
4. | Except as set forth herein, the Agreement shall remain in full force and effect. |
EXECUTIVE | Hubbell Incorporated | |||||
|
||||||
/s/Richard W. Davies
|
By: | /s/Stephen M. Mais | ||||
|
||||||
Richard W. Davies | Name: Stephen M. Mais | |||||
Title: Vice President, Human Resources |
2
State or Other
Percentage
Jurisdiction of
Owned By
Incorporation
Registrant
Mexico
100
%
Australia
100
%
Mexico
100
%
Cayman Islands
100
%
Brazil
100
%
Delaware
100
%
Delaware
100
%
Switzerland
100
%
Delaware
100
%
Singapore
100
%
Texas
100
%
Mexico
100
%
Canada
100
%
Cayman Islands
100
%
Delaware
100
%
Delaware
100
%
Virginia
100
%
Connecticut
100
%
United Kingdom
100
%
Delaware
100
%
Delaware
100
%
Delaware
100
%
Delaware
100
%
Delaware
100
%
Virginia
100
%