STATE OF CONNECTICUT
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06-0397030
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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40 Waterview Drive, Shelton, CT
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06484
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(Address of principal executive offices)
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(Zip Code)
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(475) 882-4000
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(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
|
Title of each Class
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Name of Exchange on which Registered
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Common Stock — par value $0.01 per share
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New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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NONE
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Table of contents
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2
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HUBBELL INCORPORATED
-
Form 10-K
|
PART I
|
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HUBBELL INCORPORATED
- Form 10-K
|
3
|
|
4
|
HUBBELL INCORPORATED
-
Form 10-K
|
•
|
Arresters
|
•
|
Bushings
|
•
|
Grounding & bonding equipment
|
•
|
Cutouts & fuse links
|
•
|
Insulators
|
•
|
Programmable reclosers
|
•
|
Pole line hardware
|
•
|
Cable terminations & accessories
|
•
|
Sectionalizers
|
•
|
Helical anchors & foundations
|
•
|
Formed wire products
|
•
|
Lineman tools, hoses & gloves
|
•
|
Overhead, pad mounted & capacitor switches
|
•
|
Splices, taps & connectors
|
•
|
Polymer concrete & fiberglass enclosures and equipment pads
|
•
|
Ohio Brass
®
|
•
|
Chance
®
|
•
|
Anderson
®
|
•
|
PenCell
®
|
•
|
Fargo
®
|
•
|
Hubbell
®
|
•
|
Polycast
®
|
•
|
Opti-loop Design
™
|
•
|
Quazite
®
|
•
|
Quadri*sil
®
|
•
|
Trinetics
®
|
•
|
Reuel
™
|
•
|
Electro Composites
™
|
•
|
USCO
™
|
•
|
CDR
™
|
•
|
RFL Design
®
|
•
|
Hot Box
®
|
•
|
PCORE
®
|
•
|
Delmar
™
|
•
|
Turner Electric
®
|
•
|
EMC
™
|
•
|
Longbow
™
|
|
|
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
5
|
6
|
HUBBELL INCORPORATED
-
Form 10-K
|
Name
|
Age
(1)
|
Present Position
|
Business Experience
|
|
David G. Nord
|
59
|
Chairman of the Board, President and Chief Executive Officer
|
Present position since May 2014; President and Chief Executive Officer since January 2013; President and Chief Operating Officer from June 2012 to January 2013, and Senior Vice President and Chief Financial Officer from September 2005 to June 2012. Previously, various positions, including Vice President, Controller, of United Technologies and its subsidiaries, 2000-2005.
|
|
William R. Sperry
|
54
|
Senior Vice President and
Chief Financial Officer
|
Present position since June 6, 2012; Vice President, Corporate Strategy and Development August 15, 2008 to June 6, 2012; previously, Managing Director, Lehman Brothers August 2006 to April 2008, various positions, including Managing Director, of J.P. Morgan and its predecessor institutions, 1994-2006.
|
|
Gerben W. Bakker
|
52
|
Group President,
Power Systems
|
Present position since February 1, 2014; previously, Division Vice President, Hubbell Power Systems, Inc. (“HPS”) August 2009 - February 1, 2014; President, HPS Brazil June 2005 – July 2009; Vice President, Sourcing, HPS March 2004 – May 2005.
|
|
Joseph A. Capozzoli
|
42
|
Vice President and
Controller |
Present position since April 22, 2013; previously, Assistant Corporate Controller of Stanley Black & Decker, Inc. (“Stanley”) April 2011 to April 2013; Global Operations Controller at Stanley 2010-2011; Director of Cost Accounting at Stanley, 2006-2010.
|
|
An-Ping Hsieh
|
56
|
Senior Vice President, General
Counsel |
Present position since May 3, 2016; previously Vice President, General Counsel, September 2012 - May 2016; Vice President, Secretary and Associate General Counsel of United Technologies Corporation (“UTC”) February 2008 to September 2012; Vice President and General Counsel, UTC Fire and Security 2003-2008; Deputy General Counsel, Otis Elevator Company, a United Technologies company 2001-2003.
|
|
Maria R. Lee
|
41
|
Treasurer and Vice President, Corporate Strategy and Investor Relations
|
Present position since January 1, 2016; previously Vice President, Corporate Strategy and Investor Relations, March 2015-December 2015; Director, Investor Relations of United Technologies Corporation (“UTC”) 2011-2012; various positions, including Director, Financial Planning & Analysis, North and South America Area, Otis Elevator Company, at UTC, 2006-2011; various positions at Duff & Phelps, Affiliated Managers Group, Inc., and Booz Allen Hamilton, 1997-2006.
|
|
Stephen M. Mais
|
52
|
Senior Vice President,
Human Resources |
Present position since May 3, 2016, previously Vice President, Human Resources, August 2005 - May 2016; Director, Staffing and Capability, Pepsi Bottling Group (“Pepsi”) 2001-2005; Director, Human Resources Southeastern U.S., Pepsi 1997-2001.
|
|
Kevin A. Poyck
|
47
|
Group President, Lighting
|
Present position since June 1, 2015; previously, Vice President, General Manager, Commercial and Industrial Lighting, Hubbell Lighting, Inc. ("HLI") 2014 - 2015; Vice President, Brand Management, Commercial and Industrial, HLI 2012-2014; Vice President, Operations, HLI 2009 - 2012; Vice President, Engineering, HLI 2005-2009.
|
|
Rodd R. Ruland
|
59
|
Group President, Construction and Energy
|
Present position since June 1, 2015; previously, President, BURNDY LLC, Hubbell Canada (HCLP) & Hubbell de Mexico (HdM) 2012-2015; President, BURNDY LLC 2009-2012; Corporate Vice President & General Manager, Electrical Power Interconnect Division, FCI (BURNDY) 2003-2009, Director, Business Development 2001-2003; various positions in Sales & Marketing, Business Development, and General Management and TycoElectronics/AMP Incorporated 1979-2000.
|
|
Darrin S. Wegman
|
49
|
Group President, Commercial and Industrial
|
Present position since June 1, 2015; previously, Vice President, General Manager, Wiring Device and Industrial Electrical business, 2013-2015; Vice President, Controller, Hubbell Incorporated, 2008-2013; Vice President and Controller, Hubbell Industrial Technology, 2002-2008; Controller, GAI-Tronics Corporation, 2000-2002.
|
|
(1)
|
As of
February 16, 2017
.
|
HUBBELL INCORPORATED
- Form 10-K
|
7
|
8
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
9
|
10
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
11
|
|
|
Number of Facilities
|
Total Approximate Floor
Area in Square Feet
|
||||||
Segment
|
Location
|
Warehouses
|
|
Manufacturing
|
|
Owned
|
|
Leased
|
|
Electrical segment
|
United States
|
11
|
|
25
|
|
3,089,800
|
|
2,052,300
|
|
|
Australia
|
—
|
|
2
|
|
—
|
|
31,700
|
|
|
Brazil
|
—
|
|
1
|
|
105,900
|
|
—
|
|
|
Canada
|
1
|
|
2
|
|
178,700
|
|
2,300
|
|
|
Italy
|
—
|
|
1
|
|
—
|
|
8,100
|
|
|
Mexico
|
1
|
|
4
|
|
828,800
|
|
174,300
|
|
|
China
|
—
|
|
2
|
|
—
|
|
287,900
|
|
|
Puerto Rico
|
—
|
|
1
|
|
162,400
|
|
—
|
|
|
Singapore
|
1
|
|
—
|
|
—
|
|
8,700
|
|
|
Switzerland
|
—
|
|
1
|
|
95,000
|
|
—
|
|
|
United Kingdom
|
2
|
|
3
|
|
122,200
|
|
64,600
|
|
Power segment
|
United States
|
1
|
|
14
|
|
2,638,300
|
|
149,700
|
|
|
Brazil
|
—
|
|
2
|
|
188,100
|
|
24,000
|
|
|
Canada
|
—
|
|
1
|
|
30,000
|
|
—
|
|
|
Mexico
|
1
|
|
1
|
|
167,300
|
|
181,200
|
|
|
China
|
—
|
|
3
|
|
—
|
|
226,100
|
|
TOTAL
|
|
18
|
|
63
|
|
7,606,500
|
|
3,210,900
|
|
12
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
13
|
PART II
|
Market Prices
(Dollars Per Share)
|
|
Class A Common
|
|
Class B Common
|
|
Common Stock
|
||||||||||
Years Ended December 31,
|
|
High
|
|
Low
|
|
|
High
|
|
High
|
|
|
High
|
|
Low
|
|
|
2016 — Fourth quarter
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
119.05
|
|
101.15
|
|
|
2016 — Third quarter
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
109.33
|
|
101.72
|
|
2016 — Second quarter
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
111.23
|
|
97.35
|
|
2016 — First quarter
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
106.66
|
|
83.16
|
|
2015 — Fourth quarter (After the Reclassification)
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
104.47
|
|
99.60
|
|
2015 — Fourth quarter (Prior to Reclassification)
|
|
128.17
|
|
108.12
|
|
|
100.73
|
|
100.73
|
|
|
—
|
|
—
|
|
|
2015 — Third quarter
|
|
|
122.02
|
|
91.67
|
|
|
109.40
|
|
109.40
|
|
|
—
|
|
—
|
|
2015 — Second quarter
|
|
|
118.84
|
|
105.48
|
|
|
112.84
|
|
112.84
|
|
|
—
|
|
—
|
|
2015 — First quarter
|
|
|
113.02
|
|
104.50
|
|
|
117.03
|
|
117.03
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dividends Declared
(Dollars Per Share)
|
|
|
Class A Common
|
|
Class B Common
|
|
Common Stock
|
|||||||||
Years Ended December 31,
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
Fourth quarter
|
|
|
—
|
|
0.63
|
|
|
—
|
|
—
|
|
|
0.70
|
|
—
|
|
Third quarter
|
|
|
—
|
|
0.56
|
|
|
—
|
|
—
|
|
|
0.63
|
|
—
|
|
Second quarter
|
|
|
—
|
|
0.56
|
|
|
—
|
|
—
|
|
|
0.63
|
|
—
|
|
First quarter
|
|
|
—
|
|
0.56
|
|
|
—
|
|
—
|
|
|
0.63
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of Common Shareholders of Record
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
At December 31,
|
2016
|
|
2015
|
|
2014
|
|
|
2013
|
|
2012
|
|
|
|
|
||
Class A
|
—
|
|
—
|
|
369
|
|
|
394
|
|
394
|
|
|
|
|
||
Class B
|
—
|
|
—
|
|
2,093
|
|
|
2,225
|
|
2,225
|
|
|
|
|
||
Common Stock
|
2,003
|
|
2,548
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
14
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Total Number of Shares of
Common Stock
Purchased
|
|
Average Price
Paid
Per Share of Common Stock
|
|
Approximate Value
of Shares that
May Yet Be
Purchased Under
the Programs
|
|
||
Period
|
(000’s)
|
|
Share
|
|
(in millions)
|
|
||
BALANCE AS OF SEPTEMBER 30, 2016
|
|
|
|
|
$
|
153.6
|
|
|
October 2016
|
—
|
|
$
|
—
|
|
$
|
153.6
|
|
November 2016
|
—
|
|
$
|
—
|
|
$
|
153.6
|
|
December 2016
|
—
|
|
$
|
—
|
|
$
|
153.6
|
|
TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2016
|
—
|
|
$
|
—
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
15
|
|
*$100 invested on 12/31/11 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright© 2017 Standard & Poor's, a division of S&P Global. All rights reserved.
Copyright© 2017 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved |
16
|
HUBBELL INCORPORATED
-
Form 10-K
|
OPERATIONS, years ended December 31,
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|
|||||
Net sales
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
$
|
3,359.4
|
|
$
|
3,183.9
|
|
$
|
3,044.4
|
|
|
Gross profit
|
$
|
1,100.7
|
|
$
|
1,091.8
|
|
$
|
1,109.0
|
|
$
|
1,070.5
|
|
$
|
1,012.2
|
|
|
Operating income
|
$
|
477.8
|
|
$
|
474.6
|
|
$
|
517.4
|
|
$
|
507.6
|
|
$
|
471.8
|
|
|
Adjusted operating income
(1)
|
$
|
512.8
|
|
$
|
513.5
|
|
$
|
522.5
|
|
$
|
507.6
|
|
$
|
471.8
|
|
|
Operating income as a % of sales
|
13.6
|
%
|
14.0
|
%
|
15.4
|
%
|
15.9
|
%
|
15.5
|
%
|
|
|||||
Adjusted operating income as a % of sales
(1)
|
14.6
|
%
|
15.1
|
%
|
15.6
|
%
|
15.9
|
%
|
15.5
|
%
|
|
|||||
Net income attributable to Hubbell
|
$
|
293.0
|
|
$
|
277.3
|
|
$
|
325.3
|
|
$
|
326.5
|
|
$
|
299.7
|
|
|
Net income attributable to Hubbell as a % of net sales
|
8.4
|
%
|
8.2
|
%
|
9.7
|
%
|
10.3
|
%
|
9.8
|
%
|
|
|||||
Net income attributable to Hubbell as a % of Hubbell shareholders’ average equity
|
17.6
|
%
|
15.1
|
%
|
17.0
|
%
|
18.3
|
%
|
19.2
|
%
|
|
|||||
Earnings per share — diluted
|
$
|
5.24
|
|
$
|
4.77
|
|
$
|
5.48
|
|
$
|
5.47
|
|
$
|
5.00
|
|
|
Adjusted earnings per share - diluted
(1)
|
$
|
5.66
|
|
$
|
5.52
|
|
$
|
5.54
|
|
$
|
5.47
|
|
$
|
5.00
|
|
|
Cash dividends declared per common share
|
$
|
2.59
|
|
$
|
2.31
|
|
$
|
2.06
|
|
$
|
1.85
|
|
$
|
1.68
|
|
|
Average number of common shares outstanding — diluted
|
55.7
|
|
58.0
|
|
59.2
|
|
59.6
|
|
59.8
|
|
|
|||||
Cost of acquisitions, net of cash acquired
|
$
|
173.4
|
|
$
|
163.4
|
|
$
|
183.8
|
|
$
|
96.5
|
|
$
|
90.7
|
|
|
FINANCIAL POSITION, AT YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
(2)
|
$
|
961.7
|
|
$
|
784.7
|
|
$
|
1,130.3
|
|
$
|
1,165.4
|
|
$
|
1,008.9
|
|
|
Total assets
|
$
|
3,525.0
|
|
$
|
3,208.7
|
|
$
|
3,320.1
|
|
$
|
3,184.0
|
|
$
|
2,943.3
|
|
|
Total debt
|
$
|
993.7
|
|
$
|
644.1
|
|
$
|
596.3
|
|
$
|
594.3
|
|
$
|
593.0
|
|
|
Total Hubbell shareholders’ equity
|
$
|
1,592.8
|
|
$
|
1,740.6
|
|
$
|
1,927.1
|
|
$
|
1,906.4
|
|
$
|
1,661.2
|
|
|
NUMBER OF EMPLOYEES, AT YEAR-END
|
17,400
|
|
16,200
|
|
15,400
|
|
14,300
|
|
13,600
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
17
|
|
18
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
19
|
|
For the Year Ending December 31,
|
||||||||||||||
|
2016
|
|
% of Net sales
|
2015
|
|
% of Net sales
|
2014
|
|
% of Net sales
|
||||||
Net sales
|
$
|
3,505.2
|
|
|
|
$
|
3,390.4
|
|
|
$
|
3,359.4
|
|
|
||
Cost of goods sold
|
2,404.5
|
|
68.6
|
%
|
2,298.6
|
|
67.8
|
%
|
2,250.4
|
|
67.0
|
%
|
|||
Gross profit
|
1,100.7
|
|
31.4
|
%
|
1,091.8
|
|
32.2
|
%
|
1,109
|
|
33.0
|
%
|
|||
Selling & administrative expenses
|
622.9
|
|
17.8
|
%
|
617.2
|
|
18.2
|
%
|
591.6
|
|
17.6
|
%
|
|||
Operating income
|
477.8
|
|
13.6
|
%
|
474.6
|
|
14.0
|
%
|
517.4
|
|
15.4
|
%
|
|||
Net income attributable to Hubbell
|
293.0
|
|
8.4
|
%
|
277.3
|
|
8.2
|
%
|
325.3
|
|
9.7
|
%
|
|||
EARNINGS PER SHARE - DILUTED
|
$
|
5.24
|
|
|
|
$
|
4.77
|
|
|
|
$
|
5.48
|
|
|
|
20
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
For the Year Ending December 31,
|
||||||||||||||
|
2016
|
|
% of Net sales
|
2015
|
|
% of Net sales
|
2014
|
|
% of Net sales
|
||||||
Gross profit (GAAP measure)
|
$
|
1,100.7
|
|
31.4
|
%
|
$
|
1,091.8
|
|
32.2
|
%
|
$
|
1,109.0
|
|
33.0
|
%
|
Restructuring and related costs
|
30.1
|
|
|
23.7
|
|
|
3.4
|
|
|
||||||
Adjusted gross profit
|
$
|
1,130.8
|
|
32.3
|
%
|
$
|
1,115.5
|
|
32.9
|
%
|
$
|
1,112.4
|
|
33.1
|
%
|
|
|
|
|
|
|
|
|||||||||
S&A expenses (GAAP measure)
|
$
|
622.9
|
|
17.8
|
%
|
$
|
617.2
|
|
18.2
|
%
|
$
|
591.6
|
|
17.6
|
%
|
Restructuring and related costs
|
4.9
|
|
|
15.2
|
|
|
1.7
|
|
|
||||||
Adjusted S&A expenses
|
$
|
618.0
|
|
17.6
|
%
|
$
|
602.0
|
|
17.8
|
%
|
$
|
589.9
|
|
17.6
|
%
|
|
|
|
|
|
|
|
|||||||||
Operating income (GAAP measure)
|
$
|
477.8
|
|
13.6
|
%
|
$
|
474.6
|
|
14.0
|
%
|
$
|
517.4
|
|
15.4
|
%
|
Restructuring and related costs
|
35.0
|
|
|
38.9
|
|
|
5.1
|
|
|
||||||
Adjusted operating income
|
$
|
512.8
|
|
14.6
|
%
|
$
|
513.5
|
|
15.1
|
%
|
$
|
522.5
|
|
15.6
|
%
|
|
|
|
|
|
|
|
|||||||||
Total other expense (GAAP measure)
|
$
|
47.4
|
|
|
$
|
56.0
|
|
|
$
|
31.9
|
|
|
|||
Reclassification costs
|
—
|
|
|
19.7
|
|
|
—
|
|
|
||||||
Adjusted total other expense
|
$
|
47.4
|
|
|
$
|
36.3
|
|
|
$
|
31.9
|
|
|
|||
|
|
|
|
|
|
|
|||||||||
Net income attributable to Hubbell (GAAP measure)
|
$
|
293.0
|
|
|
$
|
277.3
|
|
|
$
|
325.3
|
|
|
|||
Restructuring and related costs, net of tax
|
23.8
|
|
|
26.3
|
|
|
3.5
|
|
|
||||||
Reclassification costs, net of tax
|
—
|
|
|
17.4
|
|
|
—
|
|
|
||||||
Adjusted net income attributable to Hubbell
|
$
|
316.8
|
|
|
$
|
321.0
|
|
|
$
|
328.8
|
|
|
|||
Less: Earnings allocated to participating securities
|
(1.0
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
||||||
Adj. net income available to common shareholders
|
$
|
315.8
|
|
|
$
|
320.2
|
|
|
$
|
328.0
|
|
|
|||
Average number of diluted shares outstanding
|
55.7
|
|
|
58.0
|
|
|
59.2
|
|
|
||||||
ADJUSTED EARNINGS PER SHARE - DILUTED
|
$
|
5.66
|
|
|
|
$
|
5.52
|
|
|
|
$
|
5.54
|
|
|
|
|
For the Year Ending December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||
|
Cost of goods sold
|
|
S&A expense
|
|
Total
|
|||||||||||||||
Restructuring costs (GAAP measure, Note 21 — Restructuring Costs)
|
$
|
27.5
|
|
$
|
15.3
|
|
|
$
|
7.5
|
|
$
|
8.3
|
|
|
$
|
35.0
|
|
$
|
23.6
|
|
Restructuring related costs
|
2.6
|
|
8.4
|
|
|
(2.6
|
)
|
6.9
|
|
|
—
|
|
15.3
|
|
||||||
Restructuring and related costs (non-GAAP measure)
|
$
|
30.1
|
|
$
|
23.7
|
|
|
$
|
4.9
|
|
$
|
15.2
|
|
|
$
|
35.0
|
|
$
|
38.9
|
|
HUBBELL INCORPORATED
- Form 10-K
|
21
|
22
|
HUBBELL INCORPORATED
-
Form 10-K
|
(In millions)
|
2016
|
|
2015
|
|
||
Net sales
|
$
|
2,460.2
|
|
$
|
2,388.3
|
|
Operating income
|
$
|
267.4
|
|
$
|
279.0
|
|
Restructuring and related costs
|
32.1
|
|
32.8
|
|
||
Adjusted operating income
|
$
|
299.5
|
|
$
|
311.8
|
|
Operating margin
|
10.9
|
%
|
11.7
|
%
|
||
Adjusted operating margin
|
12.2
|
%
|
13.1
|
%
|
(In millions)
|
2016
|
|
2015
|
|
||
Net sales
|
$
|
1,045.0
|
|
$
|
1,002.1
|
|
Operating income
|
$
|
210.4
|
|
$
|
195.6
|
|
Restructuring and related costs
|
2.9
|
|
6.1
|
|
||
Adjusted operating income
|
$
|
213.3
|
|
$
|
201.7
|
|
Operating margin
|
20.1
|
%
|
19.5
|
%
|
||
Adjusted operating margin
|
20.4
|
%
|
20.1
|
%
|
HUBBELL INCORPORATED
- Form 10-K
|
23
|
(In millions)
|
2015
|
|
2014
|
|
||
Net sales
|
$
|
2,388.3
|
|
$
|
2,398.2
|
|
Operating income
|
$
|
279.0
|
|
$
|
337.9
|
|
Restructuring and related costs
|
32.8
|
|
5.1
|
|
||
Adjusted operating income
|
$
|
311.8
|
|
$
|
343.0
|
|
Operating margin
|
11.7
|
%
|
14.1
|
%
|
||
Adjusted operating margin
|
13.1
|
%
|
14.3
|
%
|
24
|
HUBBELL INCORPORATED
-
Form 10-K
|
(In millions)
|
2015
|
|
2014
|
|
||
Net sales
|
$
|
1,002.1
|
|
$
|
961.2
|
|
Operating income
|
$
|
195.6
|
|
$
|
179.5
|
|
Restructuring and related costs
|
6.1
|
|
—
|
|
||
Adjusted operating income
|
$
|
201.7
|
|
$
|
179.5
|
|
Operating margin
|
19.5
|
%
|
18.7
|
%
|
||
Adjusted operating margin
|
20.1
|
%
|
18.7
|
%
|
|
|
December 31,
|
||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
|||
Net cash provided by (used in):
|
|
|
|
||||||
Operating activities
|
$
|
398.2
|
|
$
|
331.1
|
|
$
|
391.5
|
|
Investing activities
|
(230.0
|
)
|
(249.2
|
)
|
(242.6
|
)
|
|||
Financing activities
|
(46.8
|
)
|
(371.1
|
)
|
(215.6
|
)
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
(27.3
|
)
|
(21.2
|
)
|
(20.1
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
$
|
94.1
|
|
$
|
(310.4
|
)
|
$
|
(86.8
|
)
|
|
December 31,
|
||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
|||
Net cash provided by operating activities (GAAP measure)
|
$
|
398.2
|
|
$
|
331.1
|
|
$
|
391.5
|
|
Less: Capital expenditures
|
(67.2
|
)
|
(77.1
|
)
|
(60.3
|
)
|
|||
Free cash flow
|
$
|
331.0
|
|
$
|
254.0
|
|
$
|
331.2
|
|
Free cash flow as a percent of net income attributable to Hubbell
|
113.0
|
%
|
92.0
|
%
|
102.0
|
%
|
HUBBELL INCORPORATED
- Form 10-K
|
25
|
◦
|
In January 2016, the Company acquired all of the issued and outstanding shares of capital stock of R.W Lyall & Company, Inc ("Lyall"), a leader in the design and application of components and assemblies for the natural gas distribution market for a cash purchase price of approximately $129.1 million. Lyall has been added to the Electrical segment.
|
◦
|
In February 2016, the Company acquired all of the issued and outstanding shares of Electric Motion Company, Inc. and all of the membership interests in Elmot Realty Associates, LLC, Elmot Realty Associates II, LLC and DelRi LLC, collectively referred to as "EMC", for approximately $40.3 million, net of cash received. EMC is a leading manufacturer or grounding and connector products for the communication, power and transportation industries. EMC has been added to the Power segment.
|
◦
|
In July 2016, the Company acquired all of the equity interest of Jiangsu Xin Yuan Electric Equipment Co., Ltd. ("Longbow") for approximately $14.5 million, net of cash received. Longbow is a leading manufacturer of high voltage polymer insulators for the electric utility and railway industry. Longbow has been added to the Power segment.
|
26
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Costs Incurred in 2016
|
|
Additional Expected Costs
|
|
Expected Completion Date
|
||
2016 Restructuring Actions
|
$
|
31.8
|
|
$
|
9.7
|
|
2017
|
2015 Restructuring Actions
|
3.2
|
|
2.5
|
|
2017
|
||
Total
|
$
|
35.0
|
|
$
|
12.2
|
|
|
◦
|
There were no commercial paper borrowings outstanding at December 31, 2016. Short-term debt
at December 31, 2015 includes $48.0 million of commercial paper borrowings to partially fund the Class A Cash Consideration paid on December 23, 2015 in connection with the Reclassification.
|
◦
|
Short-term debt at December 31,
2016
and 2015 also includes $3.2 million and $0.2 million, respectively of borrowings to support our international operations in China and Brazil.
|
HUBBELL INCORPORATED
- Form 10-K
|
27
|
|
December 31,
|
|||||
(In millions)
|
2016
|
|
2015
|
|
||
Total Debt
|
$
|
993.7
|
|
$
|
644.1
|
|
Total Hubbell Shareholders’ Equity
|
1,592.8
|
|
1,740.6
|
|
||
TOTAL CAPITAL
|
$
|
2,586.5
|
|
$
|
2,384.7
|
|
Debt to Total Capital
|
38
|
%
|
27
|
%
|
||
Cash and Investments
|
$
|
505.2
|
|
$
|
405.2
|
|
NET DEBT
|
$
|
488.5
|
|
$
|
238.9
|
|
Net Debt to Total Capital
|
19
|
%
|
10
|
%
|
◦
|
Cash used for the acquisition of businesses in 2016, net of cash acquired was $173.4 million. Further discussion of our acquisitions can be found in Note 2 — Business Acquisitions, of the Notes to Condensed Consolidated Financial Statements.
|
◦
|
In 2016, cash settlements for share repurchases were $246.8 million. Shareholder dividends paid in 2016 were $144.0 million.
|
◦
|
Cash flows from operations and existing cash resources: We are targeting free cash flow (defined as cash flows from operations less capital expenditures) equal to net income attributable to Hubbell in 2017. We also have
$437.6 million
of cash and cash equivalents at December 31, 2016, of which approximately 25% was held inside the United States and the remainder held internationally. The Company’s intent is to indefinitely reinvest all of its undistributed international earnings and cash internationally.
|
◦
|
We have the ability to issue commercial paper for general corporate purposes and our $750 million revolving credit facility, which expires in December 2020, serves as a backup to our commercial paper program. We maintain investment grade credit ratings from the major U.S. rating agencies.
|
◦
|
On December 16, 2015 the Company entered into a five-year revolving credit agreement (the "Credit Agreement") with a syndicate of lenders that provides a
$750 million
committed revolving credit facility. Commitments under the Credit Agreement may be increased to an aggregate amount not to exceed
|
28
|
HUBBELL INCORPORATED
-
Form 10-K
|
◦
|
In addition to our commercial paper program and existing revolving credit facility we also have the ability to obtain additional financing through the issuance of long-term debt. Considering our current credit rating, historical earnings performance, and financial position we believe that we would be able to obtain additional long-term debt financing on attractive terms.
|
◦
|
The Company also maintains other lines of credit that are primarily used to support the issuance of letters of credit. Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions. At
December 31, 2016
and
2015
these lines totaled
$51.4 million
and
$54.6 million
, respectively, of which
$21.0 million
million and $
22.5 million
was utilized to support letters of credit and the remaining amount was unused. The annual commitment fees associated with these lines of credit are not material.
|
HUBBELL INCORPORATED
- Form 10-K
|
29
|
|
Pension Benefits
|
|
Other Benefits
|
||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
||||
Discount rate
|
4.12
|
%
|
4.71
|
%
|
|
4.10
|
%
|
4.60
|
%
|
Rate of compensation increase
|
3.55
|
%
|
3.59
|
%
|
|
3.93
|
%
|
3.92
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.71
|
%
|
4.23
|
%
|
|
4.60
|
%
|
4.10
|
%
|
Expected return on plan assets
|
6.04
|
%
|
6.36
|
%
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
3.59
|
%
|
3.15
|
%
|
|
3.92
|
%
|
3.60
|
%
|
30
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Payments due by period
|
||||||||||||||
|
Total
|
2017
|
2018-2019
|
2020-2021
|
2022 and
thereafter
|
||||||||||
Debt obligations
(a)
|
$
|
1,003.2
|
|
$
|
3.2
|
|
$
|
300.0
|
|
$
|
—
|
|
$
|
700.0
|
|
Expected interest payments
|
228.1
|
|
42.9
|
|
59.0
|
|
50.0
|
|
76.2
|
|
|||||
Operating lease obligations
|
87.8
|
|
18.7
|
|
29.7
|
|
16.3
|
|
23.1
|
|
|||||
Retirement and other benefits
(b) (c)
|
227.4
|
|
8.8
|
|
18.2
|
|
16.5
|
|
183.9
|
|
|||||
Purchase obligations
|
211.9
|
|
202.4
|
|
9.5
|
|
—
|
|
—
|
|
|||||
Obligations under customer incentive programs
|
41.2
|
|
41.2
|
|
—
|
|
—
|
|
—
|
|
|||||
Income tax payments
|
7.0
|
|
7.0
|
|
—
|
|
—
|
|
—
|
|
|||||
TOTAL
|
$
|
1,806.6
|
|
$
|
324.2
|
|
$
|
416.4
|
|
$
|
82.8
|
|
$
|
983.2
|
|
(a)
|
Amounts exclude unamortized discount and capitalized debt issuance costs.
|
(b)
|
Amounts above reflect projected funding related to the Company’s non-qualified defined benefit plans. Projected funding obligations of the Company’s qualified defined benefit pension plans are excluded from the table as there are significant factors, such as the future market value of plan assets and projected investment return rates, which could cause actual funding requirements to differ materially from projected funding.
|
(c)
|
Amounts above reflect a $12.5 million obligation based on an assessment it is probable the Company will withdraw from a multi-employer plan. See Note 10 — Retirement Benefits in the Notes to Consolidated Financial Statements for further information.
|
HUBBELL INCORPORATED
- Form 10-K
|
31
|
32
|
HUBBELL INCORPORATED
-
Form 10-K
|
•
|
Changes in demand for our products, market conditions, product quality, or 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 Resource Planning ("ERP") 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, markets or geographic regions, as well as inflationary trends.
|
HUBBELL INCORPORATED
- Form 10-K
|
33
|
•
|
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 or more 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 which 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.
|
•
|
Ability to carry out future acquisitions and strategic investments in our core businesses as well as the acquisition related costs.
|
•
|
The ability to effectively implement ERP systems without disrupting operational and financial processes.
|
•
|
Unanticipated difficulties integrating acquisitions as well as the realization of expected synergies and benefits anticipated when we first enter into a transaction.
|
•
|
The ability of governments to meet their financial obligations.
|
•
|
Political unrest in foreign countries.
|
•
|
Natural disasters.
|
•
|
Failure of information technology systems or security breaches resulting in unauthorized disclosure of confidential information.
|
•
|
Future repurchases of common stock under our common stock repurchase program.
|
•
|
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 Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in this Company’s Annual Report on Form 10-K for the year ended
December 31, 2016
.
|
•
|
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
|
•
|
Changes in U.S. laws and policies governing foreign trade
|
•
|
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
|
34
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
12/31/16
|
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments
|
$
|
11.2
|
|
$
|
8.2
|
|
$
|
6.3
|
|
$
|
12.5
|
|
$
|
4.5
|
|
$
|
11.0
|
|
$
|
53.7
|
|
$
|
53.6
|
|
Avg. interest rate
|
4.40
|
%
|
5.09
|
%
|
5.00
|
%
|
4.96
|
%
|
5.00
|
%
|
5.00
|
%
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
$
|
—
|
|
$
|
299.3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
691.2
|
|
$
|
990.5
|
|
$
|
1,017.8
|
|
Avg. interest rate
|
—
|
|
5.95
|
%
|
—
|
|
—
|
|
—
|
|
3.468
|
%
|
4.22%
|
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
35
|
36
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
/s/ DAVID G. NORD
|
|
/s/ WILLIAM R. SPERRY
|
David G. Nord
|
|
William R. Sperry
|
Chairman of the Board, President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
HUBBELL INCORPORATED
- Form 10-K
|
37
|
38
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Year Ended December 31,
|
||||||||
(in millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
|
|||
Net sales
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
$
|
3,359.4
|
|
Cost of goods sold
|
2,404.5
|
|
2,298.6
|
|
2,250.4
|
|
|||
Gross profit
|
1,100.7
|
|
1,091.8
|
|
1,109.0
|
|
|||
Selling & administrative expenses
|
622.9
|
|
617.2
|
|
591.6
|
|
|||
Operating income
|
477.8
|
|
474.6
|
|
517.4
|
|
|||
Interest expense
|
(43.4
|
)
|
(31.0
|
)
|
(31.2
|
)
|
|||
Investment income
|
0.5
|
|
0.5
|
|
1.1
|
|
|||
Other expense, net
|
(4.5
|
)
|
(25.5
|
)
|
(1.8
|
)
|
|||
Total other expense
|
(47.4
|
)
|
(56.0
|
)
|
(31.9
|
)
|
|||
Income before income taxes
|
430.4
|
|
418.6
|
|
485.5
|
|
|||
Provision for income taxes
|
132.6
|
|
136.5
|
|
158.3
|
|
|||
Net income
|
297.8
|
|
282.1
|
|
327.2
|
|
|||
Less: Net income attributable to noncontrolling interest
|
4.8
|
|
4.8
|
|
1.9
|
|
|||
NET INCOME ATTRIBUTABLE TO HUBBELL
|
$
|
293.0
|
|
$
|
277.3
|
|
$
|
325.3
|
|
Earnings per share
|
|
|
|
|
|
|
|||
Basic
|
$
|
5.26
|
|
$
|
4.79
|
|
$
|
5.51
|
|
Diluted
|
$
|
5.24
|
|
$
|
4.77
|
|
$
|
5.48
|
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2016
|
|
2015
|
|
2014
|
|
|||
Net income
|
$
|
297.8
|
|
$
|
282.1
|
|
$
|
327.2
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(35.4
|
)
|
(45.5
|
)
|
(35.7
|
)
|
|||
Pension and post retirement benefit plans’ service costs and net actuarial (losses) gains, net of taxes of $18.9, $10.7 and $33.9
|
(40.3
|
)
|
(15.5
|
)
|
(57.7
|
)
|
|||
Unrealized loss on investments, net of taxes of $0.1, $0.2 and $0.0
|
(1.2
|
)
|
(0.3
|
)
|
(0.1
|
)
|
|||
Unrealized gains (losses) on cash flow hedges, net of taxes of $0.5, ($0.3) and ($0.1)
|
(1.4
|
)
|
1.4
|
|
0.2
|
|
|||
Other comprehensive (loss) income
|
(78.3
|
)
|
(59.9
|
)
|
(93.3
|
)
|
|||
Comprehensive income
|
219.5
|
|
222.2
|
|
233.9
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
4.8
|
|
4.8
|
|
1.9
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO HUBBELL
|
$
|
214.7
|
|
$
|
217.4
|
|
$
|
232.0
|
|
HUBBELL INCORPORATED
- Form 10-K
|
39
|
|
At December 31,
|
|||||
(In millions, except share amounts)
|
2016
|
|
2015
|
|
||
ASSETS
|
|
|
|
|
||
Current Assets
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
437.6
|
|
$
|
343.5
|
|
Short-term investments
|
11.2
|
|
12.2
|
|
||
Accounts receivable, net
|
530.0
|
|
466.6
|
|
||
Inventories, net
|
532.4
|
|
540.0
|
|
||
Other current assets
|
40.1
|
|
25.5
|
|
||
Total Current Assets
|
1,551.3
|
|
1,387.8
|
|
||
Property, Plant, and Equipment, net
|
439.8
|
|
419.7
|
|
||
Other Assets
|
|
|
|
|
||
Investments
|
56.4
|
|
49.5
|
|
||
Goodwill
|
991.0
|
|
928.5
|
|
||
Intangible assets, net
|
431.5
|
|
372.2
|
|
||
Other long-term assets
|
55.0
|
|
51.0
|
|
||
TOTAL ASSETS
|
$
|
3,525.0
|
|
$
|
3,208.7
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
||
Short-term debt
|
$
|
3.2
|
|
$
|
48.2
|
|
Accounts payable
|
291.6
|
|
289.5
|
|
||
Accrued salaries, wages and employee benefits
|
82.8
|
|
75.3
|
|
||
Accrued insurance
|
55.8
|
|
50.4
|
|
||
Other accrued liabilities
|
156.2
|
|
139.7
|
|
||
Total Current Liabilities
|
589.6
|
|
603.1
|
|
||
Long-term Debt
|
990.5
|
|
595.9
|
|
||
Other Non-Current Liabilities
|
341.7
|
|
260.7
|
|
||
TOTAL LIABILITIES
|
1,921.8
|
|
1,459.7
|
|
||
Commitments and Contingencies (see Note 14)
|
|
|
|
|
||
Hubbell Shareholders’ Equity
|
|
|
|
|
||
Common stock, par value $.01
|
|
|
|
|
||
Common Stock - Authorized 200,000,000 shares, outstanding 55,532,307 and 57,836,533 shares
|
$
|
0.6
|
|
$
|
0.6
|
|
Additional paid-in capital
|
15.4
|
|
78.1
|
|
||
Retained earnings
|
1,879.3
|
|
1,886.1
|
|
||
Accumulated other comprehensive loss
|
(302.5
|
)
|
(224.2
|
)
|
||
Total Hubbell Shareholders’ Equity
|
1,592.8
|
|
1,740.6
|
|
||
Noncontrolling interest
|
10.4
|
|
8.4
|
|
||
TOTAL EQUITY
|
1,603.2
|
|
1,749.0
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
3,525.0
|
|
$
|
3,208.7
|
|
40
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Year Ended December 31,
|
||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
|||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|||
Net income
|
$
|
297.8
|
|
$
|
282.1
|
|
$
|
327.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities net of acquisitions:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
92.3
|
|
85.2
|
|
79.2
|
|
|||
Deferred income taxes
|
12.7
|
|
(4.5
|
)
|
30.3
|
|
|||
Stock-based compensation
|
22.3
|
|
17.0
|
|
16.4
|
|
|||
Tax benefit on stock-based awards
|
(4.2
|
)
|
(2.3
|
)
|
(9.2
|
)
|
|||
(Gain) loss on sale of assets
|
(5.8
|
)
|
0.5
|
|
(1.3
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
(42.3
|
)
|
1.9
|
|
(17.8
|
)
|
|||
Decrease (increase) in inventories
|
18.4
|
|
(80.8
|
)
|
(46.9
|
)
|
|||
Increase in current liabilities
|
13.8
|
|
46.6
|
|
20.0
|
|
|||
Changes in other assets and liabilities, net
|
8.4
|
|
6.1
|
|
15.4
|
|
|||
Contributions to qualified defined benefit pension plans
|
(18.0
|
)
|
(22.6
|
)
|
(23.5
|
)
|
|||
Other, net
|
2.8
|
|
1.9
|
|
1.7
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
398.2
|
|
331.1
|
|
391.5
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||
Capital expenditures
|
(67.2
|
)
|
(77.1
|
)
|
(60.3
|
)
|
|||
Acquisitions, net of cash acquired
|
(173.4
|
)
|
(163.4
|
)
|
(183.8
|
)
|
|||
Purchases of available-for-sale investments
|
(20.0
|
)
|
(24.5
|
)
|
(17.6
|
)
|
|||
Proceeds from sales of available-for-sale investments
|
13.3
|
|
13.8
|
|
12.1
|
|
|||
Proceeds from disposition of assets
|
10.8
|
|
0.7
|
|
6.0
|
|
|||
Other, net
|
6.5
|
|
1.3
|
|
1.0
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(230.0
|
)
|
(249.2
|
)
|
(242.6
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
||||||
Issuance of long-term debt
|
397.0
|
|
—
|
|
—
|
|
|||
Issuance of short-term debt
|
1.2
|
|
48.8
|
|
2.0
|
|
|||
Payment of short-term debt
|
(51.5
|
)
|
(2.0
|
)
|
(0.8
|
)
|
|||
Debt issuance cost
|
(3.6
|
)
|
—
|
|
—
|
|
|||
Payment of dividends
|
(144.0
|
)
|
(133.7
|
)
|
(121.2
|
)
|
|||
Payment of dividends to noncontrolling interest
|
(2.8
|
)
|
(5.0
|
)
|
(1.7
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
—
|
|
2.4
|
|
|||
Tax benefit on stock-based awards
|
4.2
|
|
2.3
|
|
9.2
|
|
|||
Acquisition of common shares
(1)
|
(246.8
|
)
|
(79.1
|
)
|
(105.5
|
)
|
|||
Payments for share reclassification
|
—
|
|
(200.7
|
)
|
—
|
|
|||
Other
|
(0.5
|
)
|
(1.7
|
)
|
—
|
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
(46.8
|
)
|
(371.1
|
)
|
(215.6
|
)
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
(27.3
|
)
|
(21.2
|
)
|
(20.1
|
)
|
|||
Increase in cash and cash equivalents
|
94.1
|
|
(310.4
|
)
|
(86.8
|
)
|
|||
Cash and cash equivalents, beginning of year
|
343.5
|
|
653.9
|
|
740.7
|
|
|||
Cash and cash equivalents, end of year
|
$
|
437.6
|
|
$
|
343.5
|
|
$
|
653.9
|
|
HUBBELL INCORPORATED
- Form 10-K
|
41
|
|
For the Three Years Ended December 31, 2016, 2015 and 2014
|
|||||||||||||||||||||||
(In millions, except per
share amounts)
|
Class A
Common
Stock
|
Class B
Common
Stock
|
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total Hubbell
Shareholders'
Equity
|
Non-
controlling
interest
|
||||||||||||||||
BALANCE AT
DECEMBER 31, 2013 |
$
|
0.1
|
|
$
|
0.5
|
|
$
|
—
|
|
$
|
236.6
|
|
$
|
1,740.2
|
|
$
|
(71.0
|
)
|
$
|
1,906.4
|
|
$
|
8.4
|
|
Net income
|
|
|
|
|
|
|
|
325.3
|
|
|
|
325.3
|
|
1.9
|
|
|||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(93.3
|
)
|
(93.3
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
|
15.8
|
|
|
|
|
|
15.8
|
|
|
|
|||||||||
Exercise of stock options
|
|
|
|
|
|
2.4
|
|
|
|
|
|
2.4
|
|
|
|
|||||||||
Income tax windfall from stock-based awards, net
|
|
|
|
|
|
9.2
|
|
|
|
|
|
9.2
|
|
|
|
|||||||||
Acquisition/surrender of common shares
|
|
|
|
|
|
(117.3
|
)
|
|
|
|
|
(117.3
|
)
|
|
|
|||||||||
Cash dividends declared ($2.06 per Class A & B shares)
|
|
|
|
|
|
|
|
(121.4
|
)
|
|
|
(121.4
|
)
|
|
|
|||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
|||||||||
BALANCE AT
DECEMBER 31, 2014
|
0.1
|
|
0.5
|
|
—
|
|
146.7
|
|
1,944.1
|
|
(164.3
|
)
|
1,927.1
|
|
8.6
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
277.3
|
|
|
|
277.3
|
|
4.8
|
|
|||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(59.9
|
)
|
(59.9
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
|
16.3
|
|
|
|
|
|
16.3
|
|
|
|
|||||||||
Income tax windfall from stock-based awards, net
|
|
|
|
|
|
0.9
|
|
|
|
|
|
0.9
|
|
|
|
|||||||||
Acquisition/surrender of common shares
|
|
|
|
|
|
(92.6
|
)
|
|
|
|
|
(92.6
|
)
|
|
|
|||||||||
Cash dividends declared ($2.31 per Class A & B shares)
|
|
|
|
|
|
|
|
(133.8
|
)
|
|
|
(133.8
|
)
|
|
|
|||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
|||||||||
Director's deferred compensation
|
|
|
|
6.8
|
|
|
|
6.8
|
|
|
||||||||||||||
Share reclassification
|
(0.1
|
)
|
(0.5
|
)
|
0.6
|
|
|
(201.5
|
)
|
|
(201.5
|
)
|
|
|||||||||||
BALANCE AT
DECEMBER 31, 2015
|
—
|
|
—
|
|
0.6
|
|
78.1
|
|
1,886.1
|
|
(224.2
|
)
|
1,740.6
|
|
8.4
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
293.0
|
|
|
|
293.0
|
|
4.8
|
|
|||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(78.3
|
)
|
(78.3
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
|
22.5
|
|
|
|
|
|
22.5
|
|
|
|
|||||||||
Income tax windfall from stock-based awards, net
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.8
|
|
|
|
|||||||||
Acquisition/surrender of common shares
(1)
|
|
|
|
|
|
(90.4
|
)
|
(155.5
|
)
|
|
|
(245.9
|
)
|
|
|
|||||||||
Cash dividends declared ($2.59 per share)
|
|
|
|
|
|
|
|
(144.3
|
)
|
|
|
(144.3
|
)
|
|
|
|||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.8
|
)
|
|||||||||
Director's deferred compensation
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
||||||||||||||
BALANCE AT
DECEMBER 31, 2016
|
$
|
—
|
|
$
|
—
|
|
$
|
0.6
|
|
$
|
15.4
|
|
$
|
1,879.3
|
|
$
|
(302.5
|
)
|
$
|
1,592.8
|
|
$
|
10.4
|
|
42
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
43
|
44
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
45
|
46
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
Tangible assets acquired, net of cash received
|
$
|
62.3
|
|
Intangible assets
|
92.6
|
|
|
Goodwill
|
70.0
|
|
|
Net deferred taxes
|
(8.2
|
)
|
|
Liabilities assumed
|
(32.1
|
)
|
|
TOTAL CONSIDERATION, NET OF CASH RECEIVED
|
$
|
184.6
|
|
HUBBELL INCORPORATED
- Form 10-K
|
47
|
|
|
|
2016
|
|
2015
|
|
||
Trade accounts receivable
|
$
|
565.5
|
|
$
|
491.5
|
|
Non-trade receivables
|
15.1
|
|
21.3
|
|
||
Accounts receivable, gross
|
580.6
|
|
512.8
|
|
||
Allowance for credit memos, returns and cash discounts
|
(45.9
|
)
|
(41.5
|
)
|
||
Allowance for doubtful accounts
|
(4.7
|
)
|
(4.7
|
)
|
||
Total allowances
|
(50.6
|
)
|
(46.2
|
)
|
||
ACCOUNTS RECEIVABLE, NET
|
$
|
530.0
|
|
$
|
466.6
|
|
|
|
|
2016
|
|
2015
|
|
||
Raw material
|
$
|
162.7
|
|
$
|
167.5
|
|
Work-in-process
|
102.8
|
|
99.6
|
|
||
Finished goods
|
327.9
|
|
342.6
|
|
||
|
593.4
|
|
609.7
|
|
||
Excess of FIFO over LIFO cost basis
|
(61.0
|
)
|
(69.7
|
)
|
||
INVENTORIES, NET
|
$
|
532.4
|
|
$
|
540.0
|
|
48
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
|
Segment
|
|
|||||||
|
Electrical
|
|
Power
|
|
Total
|
|
|||
BALANCE AT DECEMBER 31, 2014
|
$
|
568.9
|
|
$
|
305.8
|
|
$
|
874.7
|
|
Current year acquisitions
|
43.3
|
|
12.0
|
|
55.3
|
|
|||
Foreign currency translation and prior year acquisitions
|
(1.0
|
)
|
(0.5
|
)
|
(1.5
|
)
|
|||
BALANCE AT DECEMBER 31, 2015
|
$
|
611.2
|
|
$
|
317.3
|
|
$
|
928.5
|
|
Current year acquisitions
|
49.4
|
|
20.6
|
|
70.0
|
|
|||
Foreign currency translation and prior year acquisitions
|
(8.6
|
)
|
1.1
|
|
(7.5
|
)
|
|||
BALANCE AT DECEMBER 31, 2016
|
$
|
652.0
|
|
$
|
339.0
|
|
$
|
991.0
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
|
Gross Amount
|
|
Accumulated
Amortization
|
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
||||
Definite-lived:
|
|
|
|
|
|
|
|
|
|
||||
Patents, tradenames and trademarks
|
$
|
143.7
|
|
$
|
(43.4
|
)
|
|
$
|
133.8
|
|
$
|
(38.0
|
)
|
Customer/agent relationships and other
|
405.9
|
|
(128.0
|
)
|
|
331.2
|
|
(108.3
|
)
|
||||
TOTAL DEFINITE-LIVED INTANGIBLES
|
549.6
|
|
(171.4
|
)
|
|
465.0
|
|
(146.3
|
)
|
||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
||||
Tradenames and other
|
53.3
|
|
—
|
|
|
53.5
|
|
—
|
|
||||
TOTAL INTANGIBLE ASSETS
|
$
|
602.9
|
|
$
|
(171.4
|
)
|
|
$
|
518.5
|
|
$
|
(146.3
|
)
|
HUBBELL INCORPORATED
- Form 10-K
|
49
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Carrying
Value
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Carrying
Value
|
|
||||||||||
Available-for-sale securities
|
$
|
58.6
|
|
$
|
0.3
|
|
$
|
(1.5
|
)
|
$
|
57.4
|
|
$
|
57.4
|
|
|
$
|
51.9
|
|
$
|
0.5
|
|
$
|
(0.4
|
)
|
$
|
52.0
|
|
$
|
52.0
|
|
Trading securities
|
7.1
|
|
3.1
|
|
—
|
|
10.2
|
|
10.2
|
|
|
7.3
|
|
2.4
|
|
—
|
|
9.7
|
|
9.7
|
|
||||||||||
TOTAL INVESTMENTS
|
$
|
65.7
|
|
$
|
3.4
|
|
$
|
(1.5
|
)
|
$
|
67.6
|
|
$
|
67.6
|
|
|
$
|
59.2
|
|
$
|
2.9
|
|
$
|
(0.4
|
)
|
$
|
61.7
|
|
$
|
61.7
|
|
|
Amortized
Cost
|
|
Fair Value
|
|
||
Available-for-sale securities
|
|
|
|
|
||
Due within 1 year
|
$
|
11.2
|
|
$
|
11.2
|
|
After 1 year but within 5 years
|
36.4
|
|
35.4
|
|
||
After 5 years but within 10 years
|
9.2
|
|
9.0
|
|
||
Due after 10 years
|
1.8
|
|
1.8
|
|
||
TOTAL
|
$
|
58.6
|
|
$
|
57.4
|
|
|
|
|
2016
|
|
2015
|
|
||
Land
|
$
|
43.1
|
|
$
|
42.5
|
|
Buildings and improvements
|
268.7
|
|
259.4
|
|
||
Machinery, tools, and equipment
|
784.7
|
|
761.7
|
|
||
Construction-in-progress
|
36.9
|
|
37.5
|
|
||
Gross property, plant, and equipment
|
1,133.4
|
|
1,101.1
|
|
||
Less accumulated depreciation
|
(693.6
|
)
|
(681.4
|
)
|
||
NET PROPERTY, PLANT, AND EQUIPMENT
|
$
|
439.8
|
|
$
|
419.7
|
|
50
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
|
2016
|
|
2015
|
|
||
Customer program incentives
|
$
|
41.2
|
|
$
|
40.7
|
|
Accrued income taxes
|
8.4
|
|
2.1
|
|
||
Deferred revenue
|
11.8
|
|
15.0
|
|
||
Other
|
94.8
|
|
81.9
|
|
||
TOTAL
|
$
|
156.2
|
|
$
|
139.7
|
|
|
|
|
2016
|
|
2015
|
|
||
Pensions
|
$
|
208.3
|
|
$
|
150.7
|
|
Other post-employment benefits
|
24.0
|
|
24.3
|
|
||
Deferred tax liabilities
|
41.2
|
|
36.1
|
|
||
Other
|
68.2
|
|
49.6
|
|
||
TOTAL
|
$
|
341.7
|
|
$
|
260.7
|
|
HUBBELL INCORPORATED
- Form 10-K
|
51
|
|
|
52
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
912.3
|
|
$
|
976.3
|
|
|
$
|
26.6
|
|
$
|
26.7
|
|
Service cost
|
12.9
|
|
17.7
|
|
|
—
|
|
0.1
|
|
||||
Interest cost
|
41.9
|
|
40.5
|
|
|
1.2
|
|
1.0
|
|
||||
Plan participants’ contributions
|
0.5
|
|
0.7
|
|
|
—
|
|
—
|
|
||||
Amendments
|
(34.1
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Actuarial loss (gain)
|
88.0
|
|
(46.6
|
)
|
|
0.2
|
|
0.5
|
|
||||
Currency impact
|
(18.5
|
)
|
(6.7
|
)
|
|
—
|
|
—
|
|
||||
Other
|
(0.5
|
)
|
(1.4
|
)
|
|
—
|
|
(0.1
|
)
|
||||
Benefits paid
|
(85.1
|
)
|
(68.2
|
)
|
|
(1.8
|
)
|
(1.6
|
)
|
||||
Benefit obligation at end of year
|
$
|
917.4
|
|
$
|
912.3
|
|
|
$
|
26.2
|
|
$
|
26.6
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
$
|
757.6
|
|
$
|
835.7
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
23.6
|
|
(31.8
|
)
|
|
—
|
|
—
|
|
||||
Employer contributions
|
24.3
|
|
27.9
|
|
|
1.8
|
|
1.6
|
|
||||
Plan participants’ contributions
|
0.5
|
|
0.7
|
|
|
—
|
|
—
|
|
||||
Currency impact
|
(15.8
|
)
|
(6.7
|
)
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(85.1
|
)
|
(68.2
|
)
|
|
(1.8
|
)
|
(1.6
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
705.1
|
|
$
|
757.6
|
|
|
$
|
—
|
|
$
|
—
|
|
FUNDED STATUS
|
$
|
(212.3
|
)
|
$
|
(154.7
|
)
|
|
$
|
(26.2
|
)
|
$
|
(26.6
|
)
|
Amounts recognized in the consolidated balance sheet consist of:
|
|
|
|
|
|
|
|
||||||
Prepaid pensions (included in Other long-term assets)
|
$
|
1.7
|
|
$
|
1.4
|
|
|
$
|
—
|
|
$
|
—
|
|
Accrued benefit liability (short-term and long-term)
|
(214.0
|
)
|
(156.1
|
)
|
|
(26.2
|
)
|
(26.6
|
)
|
||||
NET AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET
|
$
|
(212.3
|
)
|
$
|
(154.7
|
)
|
|
$
|
(26.2
|
)
|
$
|
(26.6
|
)
|
Amounts recognized in Accumulated other comprehensive loss (income) consist of:
|
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
$
|
274.2
|
|
$
|
221.5
|
|
|
$
|
1.7
|
|
$
|
1.4
|
|
Prior service cost (credit)
|
0.4
|
|
0.6
|
|
|
(3.3
|
)
|
(4.2
|
)
|
||||
NET AMOUNT RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS
|
$
|
274.6
|
|
$
|
222.1
|
|
|
$
|
(1.6
|
)
|
$
|
(2.8
|
)
|
|
2016
|
|
2015
|
|
||
Projected benefit obligation
|
$
|
801.1
|
|
$
|
807.9
|
|
Accumulated benefit obligation
|
$
|
781.4
|
|
$
|
757.6
|
|
Fair value of plan assets
|
$
|
603.1
|
|
$
|
655.3
|
|
HUBBELL INCORPORATED
- Form 10-K
|
53
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
12.9
|
|
$
|
17.7
|
|
$
|
15.1
|
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
0.1
|
|
Interest cost
|
41.9
|
|
40.5
|
|
40.9
|
|
|
1.2
|
|
1.0
|
|
1.1
|
|
||||||
Expected return on plan assets
|
(44.3
|
)
|
(53.2
|
)
|
(45.2
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.1
|
|
0.2
|
|
0.2
|
|
|
(1.0
|
)
|
(1.0
|
)
|
(1.0
|
)
|
||||||
Amortization of actuarial losses (gains)
|
13.9
|
|
12.1
|
|
3.9
|
|
|
—
|
|
(0.1
|
)
|
(0.1
|
)
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(2.2
|
)
|
||||||
Curtailment and settlement losses
|
0.2
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
24.7
|
|
$
|
17.3
|
|
$
|
14.9
|
|
|
$
|
0.2
|
|
$
|
—
|
|
$
|
(2.1
|
)
|
Changes recognized in other comprehensive loss (income), before tax:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current year net actuarial loss
|
$
|
72.0
|
|
$
|
37.0
|
|
$
|
93.1
|
|
|
$
|
0.2
|
|
$
|
0.5
|
|
$
|
1.5
|
|
Current year prior service credit
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
(0.1
|
)
|
(0.2
|
)
|
(0.2
|
)
|
|
1.0
|
|
1.0
|
|
1.0
|
|
||||||
Amortization of net actuarial (losses) gains
|
(13.9
|
)
|
(12.1
|
)
|
(3.9
|
)
|
|
—
|
|
0.1
|
|
0.1
|
|
||||||
Currency impact
|
(4.0
|
)
|
(0.1
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Other adjustments
|
(0.2
|
)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Total recognized in other comprehensive loss
|
53.8
|
|
24.6
|
|
89.0
|
|
|
1.2
|
|
1.6
|
|
2.6
|
|
||||||
TOTAL RECOGNIZED IN NET PERIODIC PENSION COST AND OTHER COMPREHENSIVE LOSS
|
$
|
78.5
|
|
$
|
41.9
|
|
$
|
103.9
|
|
|
$
|
1.4
|
|
$
|
1.6
|
|
$
|
0.5
|
|
Amortization expected to be recognized through income during 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
|
$
|
0.1
|
|
|
|
|
|
$
|
(1.0
|
)
|
|
|
|
|
|||||
Amortization of net loss
|
11.0
|
|
|
|
|
|
—
|
|
|
|
|
|
|||||||
TOTAL EXPECTED TO BE RECOGNIZED THROUGH INCOME DURING NEXT FISCAL YEAR
|
$
|
11.1
|
|
|
|
|
|
$
|
(1.0
|
)
|
|
|
|
|
54
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
2016
|
|
2015
|
|
2014
|
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.12
|
%
|
4.71
|
%
|
4.23
|
%
|
|
4.10
|
%
|
4.60
|
%
|
4.10
|
%
|
Rate of compensation increase
|
3.55
|
%
|
3.59
|
%
|
3.15
|
%
|
|
3.93
|
%
|
3.92
|
%
|
3.60
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
||
Discount rate
|
4.71
|
%
|
4.23
|
%
|
5.04
|
%
|
|
4.60
|
%
|
4.10
|
%
|
4.60
|
%
|
Expected return on plan assets
|
6.04
|
%
|
6.36
|
%
|
6.06
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
3.59
|
%
|
3.15
|
%
|
3.18
|
%
|
|
3.92
|
%
|
3.60
|
%
|
3.58
|
%
|
|
Other Benefits
|
|||||
|
2016
|
|
2015
|
|
2014
|
|
Assumed health care cost trend rates at December 31,
|
|
|
|
|
|
|
Health care cost trend assumed for next year
|
7.2
|
%
|
7.4
|
%
|
7.6
|
%
|
Rate to which the cost trend is assumed to decline
|
5.0
|
%
|
5.0
|
%
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
2028
|
|
2028
|
|
2028
|
|
HUBBELL INCORPORATED
- Form 10-K
|
55
|
|
One Percentage Point Increase
|
|
One Percentage Point Decrease
|
|
||
Effect on total of service and interest cost
|
$
|
0.1
|
|
$
|
(0.1
|
)
|
Effect on postretirement benefit obligation
|
$
|
1.7
|
|
$
|
(1.5
|
)
|
|
Percentage of Plan Assets
|
|||||
|
Target
|
Actual
|
||||
Asset Category
|
2017
|
|
2016
|
|
2015
|
|
Equity securities
|
19
|
%
|
16
|
%
|
25
|
%
|
Debt securities & Cash
|
64
|
%
|
65
|
%
|
52
|
%
|
Alternative Investments
|
17
|
%
|
19
|
%
|
23
|
%
|
TOTAL
|
100
|
%
|
100
|
%
|
100
|
%
|
56
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
Quoted Prices in Active Market for Similar Asset
|
Significant
Unobservable Inputs
|
Investments Priced Using Net Asset Value
|
||||||||||
Asset Category
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|
||||||||||
Cash and cash equivalents
|
$
|
48.3
|
|
$
|
48.3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
US Large-cap
(a)
|
29.5
|
|
29.5
|
|
—
|
|
—
|
|
—
|
|
|||||
US Mid-cap and Small-cap Growth
(b)
|
42.6
|
|
42.6
|
|
—
|
|
—
|
|
—
|
|
|||||
International Large-cap
|
27.6
|
|
27.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Emerging Markets
(c)
|
5.9
|
|
5.9
|
|
—
|
|
—
|
|
—
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
||||||
US Treasuries
|
334.5
|
|
—
|
|
334.5
|
|
—
|
|
—
|
|
|||||
Corporate Bonds
(d)
|
21.0
|
|
0.3
|
|
20.6
|
|
0.1
|
|
—
|
|
|||||
Asset Backed Securities and Other
|
45.0
|
|
—
|
|
45.0
|
|
—
|
|
—
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||
Assets
(e)
|
2.1
|
|
0.5
|
|
1.6
|
|
—
|
|
—
|
|
|||||
(Liabilities)
(e)
|
(1.1
|
)
|
(0.5
|
)
|
(0.6
|
)
|
—
|
|
—
|
|
|||||
Alternative Investment Funds
(f)
|
133.5
|
|
47.0
|
|
—
|
|
—
|
|
86.5
|
|
|||||
Common Pooled Fund
(g)
|
16.2
|
|
0.8
|
|
15.4
|
|
—
|
|
—
|
|
|||||
BALANCE AT DECEMBER 31, 2016
|
$
|
705.1
|
|
$
|
202.0
|
|
$
|
416.5
|
|
$
|
0.1
|
|
$
|
86.5
|
|
|
|
Quoted Prices in Active
Markets for Identical Assets
|
Quoted Prices in Active
Market for Similar Asset
|
Significant
Unobservable Inputs
|
Investments Priced Using Net Asset Value
|
||||||||||
Asset Category
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|
||||||||||
Cash and cash equivalents
|
$
|
62.0
|
|
$
|
62.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
US Large-cap
(a)
|
29.0
|
|
29.0
|
|
—
|
|
—
|
|
—
|
|
|||||
US Mid-cap and Small-cap Growth
(b)
|
38.2
|
|
38.2
|
|
—
|
|
—
|
|
—
|
|
|||||
International Large-cap
|
28.7
|
|
28.7
|
|
—
|
|
—
|
|
—
|
|
|||||
Emerging Markets
(c)
|
11.8
|
|
11.8
|
|
—
|
|
—
|
|
—
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
||||||
US Treasuries
|
186.4
|
|
—
|
|
186.4
|
|
—
|
|
—
|
|
|||||
Corporate Bonds
(d)
|
99.6
|
|
0.3
|
|
98.9
|
|
0.4
|
|
—
|
|
|||||
Asset Backed Securities and Other
|
126.6
|
|
—
|
|
126.6
|
|
—
|
|
—
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||
Assets
(e)
|
2.5
|
|
1.6
|
|
0.9
|
|
—
|
|
—
|
|
|||||
(Liabilities)
(e)
|
(0.7
|
)
|
(0.7
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Alternative Investment Funds
(f)
|
158.3
|
|
65.9
|
|
—
|
|
—
|
|
92.4
|
|
|||||
Common Pooled Funds
(g)
|
15.2
|
|
0.8
|
|
14.4
|
|
—
|
|
—
|
|
|||||
BALANCE AT DECEMBER 31, 2015
|
$
|
757.6
|
|
$
|
237.6
|
|
$
|
427.2
|
|
$
|
0.4
|
|
$
|
92.4
|
|
(a)
|
Includes an actively managed portfolio of large-cap US stocks.
|
(b)
|
Includes
$40.0 million
and
$34.7 million
of the Company’s common stock at
December 31, 2016
and
2015
, respectively, and an investment in a small cap open ended mutual fund.
|
(c)
|
Includes open ended emerging markets mutual funds.
|
(d)
|
Includes primarily investment grade bonds of primarily U.S. issuers from diverse industries.
|
(e)
|
Includes primarily U.S. and foreign equity futures as well as foreign fixed income futures and short positions in U.S. Treasury futures to adjust the duration of the portfolio.
|
(f)
|
Includes investments in hedge funds, including fund of funds products and open end mutual funds
|
(g)
|
Investments in Common Pooled Funds, consisting of equities and fixed income securities.
|
HUBBELL INCORPORATED
- Form 10-K
|
57
|
|
Pension
Benefits
|
|
Other Benefits
|
|
||
2017
|
$
|
41.3
|
|
$
|
2.3
|
|
2018
|
$
|
43.9
|
|
$
|
2.2
|
|
2019
|
$
|
44.0
|
|
$
|
2.2
|
|
2020
|
$
|
45.4
|
|
$
|
2.1
|
|
2021
|
$
|
47.2
|
|
$
|
2.1
|
|
2022-2026
|
$
|
265.7
|
|
$
|
8.9
|
|
58
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
|
Maturity
|
2016
|
|
2015
|
|
||
Senior notes at 5.95%, net of unamortized discount and unamortized debt issuance costs
|
2018
|
$
|
299.3
|
|
$
|
298.8
|
|
Senior notes at 3.625%, net of unamortized discount and unamortized debt issuance costs
|
2022
|
297.5
|
|
297.1
|
|
||
Senior notes at 3.35%, net of unamortized discount and unamortized debt issuance costs
|
2026
|
393.7
|
|
—
|
|
||
TOTAL LONG-TERM DEBT
|
|
$
|
990.5
|
|
$
|
595.9
|
|
|
2016
|
|
2015
|
|
Interest rate on short-term debt:
|
|
|
|
|
At year end
(a)
|
6.89
|
%
|
0.47
|
%
|
Paid during the year (weighted average)
|
0.72
|
%
|
4.54
|
%
|
(a)
|
The interest rate at December 31, 2016 reflects short term borrowings which are predominately related to our operations in China and Brazil and reflect market interest rates in those regions.
|
HUBBELL INCORPORATED
- Form 10-K
|
59
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Income before income taxes:
|
|
|
|
||||||
United States
|
$
|
349.5
|
|
$
|
347.2
|
|
$
|
385.6
|
|
International
|
80.9
|
|
71.4
|
|
99.9
|
|
|||
TOTAL INCOME BEFORE INCOME TAXES
|
$
|
430.4
|
|
$
|
418.6
|
|
$
|
485.5
|
|
Provision for income taxes — current:
|
|
|
|
|
|||||
Federal
|
$
|
85.5
|
|
$
|
110.4
|
|
$
|
90.1
|
|
State
|
17.4
|
|
13.7
|
|
15.4
|
|
|||
International
|
17.0
|
|
17.6
|
|
22.5
|
|
|||
Total provision-current
|
119.9
|
|
141.7
|
|
128.0
|
|
|||
Provision for income taxes — deferred:
|
|
|
|
|
|
|
|||
Federal
|
13.5
|
|
(1.7
|
)
|
24.4
|
|
|||
State
|
1.3
|
|
0.4
|
|
2.7
|
|
|||
International
|
(2.1
|
)
|
(3.9
|
)
|
3.2
|
|
|||
Total provision — deferred
|
12.7
|
|
(5.2
|
)
|
30.3
|
|
|||
TOTAL PROVISION FOR INCOME TAXES
|
$
|
132.6
|
|
$
|
136.5
|
|
$
|
158.3
|
|
|
2016
|
|
2015
|
|
||
Deferred tax assets:
|
|
|
||||
Inventories
|
$
|
8.8
|
|
$
|
6.8
|
|
Income tax credits
|
30.9
|
|
31.9
|
|
||
Accrued liabilities
|
20.8
|
|
25.0
|
|
||
Pension
|
77.6
|
|
58.2
|
|
||
Post retirement and post employment benefits
|
10.0
|
|
10.4
|
|
||
Stock-based compensation
|
17.5
|
|
12.6
|
|
||
Net operating loss carryforwards
|
27.2
|
|
31.0
|
|
||
Miscellaneous other
|
7.5
|
|
7.0
|
|
||
Gross deferred tax assets
|
200.3
|
|
182.9
|
|
||
Valuation allowance
|
(22.6
|
)
|
(22.0
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
177.7
|
|
160.9
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||
Acquisition basis difference
|
(162.1
|
)
|
(149.2
|
)
|
||
Property, plant, and equipment
|
(46.3
|
)
|
(41.6
|
)
|
||
Total deferred tax liabilities
|
(208.4
|
)
|
(190.8
|
)
|
||
TOTAL NET DEFERRED TAX LIABILITY
|
$
|
(30.7
|
)
|
$
|
(29.9
|
)
|
Deferred taxes are reflected in the Consolidated Balance Sheet as follows:
|
|
|
|
|
||
Non-current tax assets (included in Other long-term assets)
|
10.5
|
|
6.2
|
|
||
Non-current tax liabilities (included in Other Non-Current Liabilities)
|
(41.2
|
)
|
(36.1
|
)
|
||
TOTAL NET DEFERRED TAX LIABILITY
|
$
|
(30.7
|
)
|
$
|
(29.9
|
)
|
60
|
HUBBELL INCORPORATED
-
Form 10-K
|
Jurisdiction
|
Open Years
|
United States
|
2013-2016
|
UK
|
2015-2016
|
Puerto Rico
|
2012-2016
|
Canada
|
2012-2016
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Unrecognized tax benefits at beginning of year
|
$
|
20.3
|
|
$
|
21.6
|
|
$
|
14.8
|
|
Additions based on tax positions relating to the current year
|
2.8
|
|
2.9
|
|
2.9
|
|
|||
Reductions based on expiration of statute of limitations
|
(5.7
|
)
|
(2.8
|
)
|
(1.2
|
)
|
|||
Additions to tax positions relating to previous years
|
2.9
|
|
0.4
|
|
9.5
|
|
|||
Settlements
|
(0.1
|
)
|
(1.8
|
)
|
(4.4
|
)
|
|||
TOTAL UNRECOGNIZED TAX BENEFITS
|
$
|
20.2
|
|
$
|
20.3
|
|
$
|
21.6
|
|
HUBBELL INCORPORATED
- Form 10-K
|
61
|
|
2016
|
|
2015
|
|
2014
|
|
Federal statutory income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2.4
|
|
2.3
|
|
2.0
|
|
Foreign income taxes
|
(3.4
|
)
|
(3.9
|
)
|
(2.1
|
)
|
Other, net
|
(3.2
|
)
|
(0.8
|
)
|
(2.3
|
)
|
CONSOLIDATED EFFECTIVE INCOME TAX RATE
|
30.8
|
%
|
32.6
|
%
|
32.6
|
%
|
|
|
Level 1 -
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities
|
Level 2 -
|
Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly
|
Level 3 -
|
Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions
|
62
|
HUBBELL INCORPORATED
-
Form 10-K
|
Asset (Liability)
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Quoted Prices in Active Markets for Similar Assets (Level 2)
|
Unobservable inputs for which little or no market data exists (Level 3)
|
Total
|
||||||||
Money market funds
(a)
|
$
|
263.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
263.5
|
|
Available for sale investments
|
—
|
|
53.6
|
|
3.8
|
|
57.4
|
|
||||
Trading securities
|
10.2
|
|
—
|
|
—
|
|
10.2
|
|
||||
Deferred compensation plan liabilities
|
(10.2
|
)
|
—
|
|
—
|
|
(10.2
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets
(b)
|
—
|
|
0.8
|
|
—
|
|
0.8
|
|
||||
Forward exchange contracts-(Liabilities)
(c)
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
||||
BALANCE AT DECEMBER 31, 2016
|
$
|
263.5
|
|
$
|
54.3
|
|
$
|
3.8
|
|
$
|
321.6
|
|
Asset (Liability)
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Quoted Prices in Active Markets for Similar Assets (Level 2)
|
Unobservable inputs for which little or no market data exists (Level 3)
|
Total
|
||||||||
Money market funds
(a)
|
$
|
210.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
210.9
|
|
Available-for-sale investments
|
—
|
|
47.4
|
|
4.6
|
|
52.0
|
|
||||
Trading securities
|
9.7
|
|
—
|
|
—
|
|
9.7
|
|
||||
Deferred compensation plan liabilities
|
(9.7
|
)
|
—
|
|
—
|
|
(9.7
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets
(b)
|
—
|
|
2.5
|
|
—
|
|
2.5
|
|
||||
Forward exchange contracts-(Liabilities)
(c)
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
||||
BALANCE AT DECEMBER 31, 2015
|
$
|
210.9
|
|
$
|
49.8
|
|
$
|
4.6
|
|
$
|
265.3
|
|
(a)
|
Money market funds are included in Cash and cash equivalents in the Consolidated Balance Sheet.
|
(b)
|
Forward exchange contracts-Assets are reflected in Other current assets in the Consolidated Balance Sheet.
|
(c)
|
Forward exchange contracts-(Liabilities) are reflected in Other accrued liabilities in the Consolidated Balance Sheet.
|
HUBBELL INCORPORATED
- Form 10-K
|
63
|
|
Derivative Gain/(Loss) Recognized in Accumulated Other Comprehensive Loss, net of tax
|
Location of Gain/(Loss) when reclassified
|
Gain/(Loss) Reclassified into Earnings (Effective Portion)
|
||||||||||
Derivative Instrument
|
2016
|
|
2015
|
|
(Effective Portion)
|
2016
|
|
2015
|
|
||||
Forward exchange contract
|
$
|
(1.4
|
)
|
$
|
1.7
|
|
Net sales
|
$
|
(0.3
|
)
|
$
|
—
|
|
|
|
|
Cost of goods sold
|
$
|
0.3
|
|
$
|
0.3
|
|
|
|
64
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
65
|
|
|
|
Common Stock
|
|||||
|
Class A
|
|
Class B
|
|
Common Stock
|
|
OUTSTANDING AT DECEMBER 31, 2013
|
7,167
|
|
52,005
|
|
—
|
|
Exercise of stock options/stock appreciation rights
|
—
|
|
155
|
|
—
|
|
Director compensation arrangements, net
|
—
|
|
13
|
|
—
|
|
Restricted/performance shares activity, net of forfeitures
|
—
|
|
136
|
|
—
|
|
Acquisition/surrender of shares
|
—
|
|
(980
|
)
|
—
|
|
OUTSTANDING AT DECEMBER 31, 2014
|
7,167
|
|
51,329
|
|
—
|
|
Exercise of stock appreciation rights
|
—
|
|
29
|
|
—
|
|
Director compensation arrangements, net
|
—
|
|
17
|
|
—
|
|
Restricted/performance shares activity, net of forfeitures
|
—
|
|
122
|
|
—
|
|
Acquisition/surrender of shares
|
—
|
|
(708
|
)
|
(119
|
)
|
Share reclassification
|
(7,167
|
)
|
(50,789
|
)
|
57,956
|
|
OUTSTANDING AT DECEMBER 31, 2015
|
—
|
|
—
|
|
57,837
|
|
Exercise of stock appreciation rights
|
—
|
|
—
|
|
78
|
|
Director compensation arrangements, net
|
—
|
|
—
|
|
6
|
|
Restricted/performance shares activity, net of forfeitures
|
—
|
|
—
|
|
98
|
|
Acquisition/surrender of shares
|
—
|
|
—
|
|
(2,487
|
)
|
OUTSTANDING AT DECEMBER 31, 2016
|
—
|
|
—
|
|
55,532
|
|
66
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Common Stock
|
|
|
||
Future grant of stock-based compensation
|
3,194
|
|
Shares reserved under other equity compensation plans
|
165
|
|
TOTAL
|
3,359
|
|
HUBBELL INCORPORATED
- Form 10-K
|
67
|
|
|
68
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Stock Price on Measurement Date
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value
|
||||||
2016
|
$
|
113.69
|
|
25.6
|
%
|
1.4
|
%
|
3 Years
|
$
|
104.93
|
|
2015
|
$
|
97.48
|
|
23.3
|
%
|
1.3
|
%
|
3 years
|
$
|
87.61
|
|
2014
|
$
|
106.44
|
|
22.7
|
%
|
1.0
|
%
|
3 years
|
$
|
95.96
|
|
|
Shares
|
Weighted Average Grant Date Fair Value/Share
|
|||
RESTRICTED STOCK AT DECEMBER 31, 2015
|
199
|
|
$
|
102.22
|
|
Shares granted
|
87
|
|
109.95
|
|
|
Shares vested
|
(57
|
)
|
104.20
|
|
|
Shares forfeited
|
(5
|
)
|
101.99
|
|
|
RESTRICTED STOCK AT DECEMBER 31, 2016
|
224
|
|
$
|
102.37
|
|
HUBBELL INCORPORATED
- Form 10-K
|
69
|
|
Number of Rights
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
|||||
OUTSTANDING AT DECEMBER 31, 2015
|
1,704
|
|
$
|
83.77
|
|
|
|
|
|
Granted
|
382
|
|
113.48
|
|
|
|
|
||
Exercised
|
(270
|
)
|
53.50
|
|
|
|
|
||
Forfeited
|
(4
|
)
|
100.39
|
|
|
|
|
||
Canceled
|
(1
|
)
|
106.44
|
|
|
|
|||
OUTSTANDING AT DECEMBER 31, 2016
|
1,811
|
|
$
|
94.51
|
|
7.4
|
$
|
40,195
|
|
EXERCISABLE AT DECEMBER 31, 2016
|
1,108
|
|
$
|
86.35
|
|
6.2
|
$
|
33,640
|
|
|
Expected Dividend Yield
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value of 1 SAR
|
|||||
2016
|
2.6
|
%
|
22.3
|
%
|
1.9
|
%
|
5.5 Years
|
$
|
18.76
|
|
2015
|
2.7
|
%
|
22.7
|
%
|
1.7
|
%
|
5.5 Years
|
$
|
16.05
|
|
2014
|
2.0
|
%
|
21.8
|
%
|
1.6
|
%
|
5.3 Years
|
$
|
18.42
|
|
70
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Stock Price on Measurement Date
|
Dividend Yield
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value
|
|||||||
2016
|
$
|
113.69
|
|
2.5
|
%
|
25.6
|
%
|
1.4
|
%
|
3 Years
|
$
|
126.65
|
|
2015
|
$
|
97.48
|
|
2.6
|
%
|
23.3
|
%
|
1.3
|
%
|
3 Years
|
$
|
105.77
|
|
2014
|
$
|
106.44
|
|
2.1
|
%
|
22.7
|
%
|
1.0
|
%
|
3 Years
|
$
|
117.55
|
|
HUBBELL INCORPORATED
- Form 10-K
|
71
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Numerator:
|
|
|
|
|
|
|
|||
Net income attributable to Hubbell
|
$
|
293.0
|
|
$
|
277.3
|
|
$
|
325.3
|
|
Less: Earnings allocated to participating securities
|
(0.9
|
)
|
(0.7
|
)
|
(0.9
|
)
|
|||
Net income available to common shareholders
|
$
|
292.1
|
|
$
|
276.6
|
|
$
|
324.4
|
|
Denominator:
|
|
|
|
|
|||||
Average number of common shares outstanding
|
55.5
|
|
57.7
|
|
58.8
|
|
|||
Potential dilutive shares
|
0.2
|
|
0.3
|
|
0.4
|
|
|||
Average number of diluted shares outstanding
|
55.7
|
|
58.0
|
|
59.2
|
|
|||
Earnings per share:
|
|
|
|
|
|||||
Basic
|
$
|
5.26
|
|
$
|
4.79
|
|
$
|
5.51
|
|
Diluted
|
$
|
5.24
|
|
$
|
4.77
|
|
$
|
5.48
|
|
72
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
(Debit) credit
|
Cash Flow
Hedge (Loss) Gain
|
Unrealized
Gain (Loss) on
Available-for-Sale Securities
|
Pension and
Post Retirement
Benefit Plan Adjustment
|
Cumulative
Translation Adjustment
|
Total
|
||||||||||
BALANCE AT DECEMBER 31, 2013
|
$
|
(0.2
|
)
|
$
|
0.4
|
|
$
|
(67.0
|
)
|
$
|
(4.2
|
)
|
$
|
(71.0
|
)
|
Other comprehensive income (loss) before Reclassifications
|
0.9
|
|
(0.1
|
)
|
(59.8
|
)
|
(35.7
|
)
|
(94.7
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.7
|
)
|
—
|
|
2.1
|
|
—
|
|
1.4
|
|
|||||
Current period other comprehensive income (loss)
|
0.2
|
|
(0.1
|
)
|
(57.7
|
)
|
(35.7
|
)
|
(93.3
|
)
|
|||||
BALANCE AT DECEMBER 31, 2014
|
$
|
—
|
|
$
|
0.3
|
|
$
|
(124.7
|
)
|
$
|
(39.9
|
)
|
$
|
(164.3
|
)
|
Other comprehensive income (loss) before Reclassifications
|
1.7
|
|
(0.3
|
)
|
(22.5
|
)
|
(45.5
|
)
|
(66.6
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.3
|
)
|
—
|
|
7.0
|
|
—
|
|
6.7
|
|
|||||
Current period other comprehensive income (loss)
|
1.4
|
|
(0.3
|
)
|
(15.5
|
)
|
(45.5
|
)
|
(59.9
|
)
|
|||||
BALANCE AT DECEMBER 31, 2015
|
$
|
1.4
|
|
$
|
—
|
|
$
|
(140.2
|
)
|
$
|
(85.4
|
)
|
$
|
(224.2
|
)
|
Other comprehensive income (loss) before Reclassifications
|
(1.4
|
)
|
(1.2
|
)
|
(48.5
|
)
|
(35.4
|
)
|
(86.5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
—
|
|
8.2
|
|
—
|
|
8.2
|
|
|||||
Current period other comprehensive income (loss)
|
(1.4
|
)
|
(1.2
|
)
|
(40.3
|
)
|
(35.4
|
)
|
(78.3
|
)
|
|||||
BALANCE AT DECEMBER 31, 2016
|
$
|
—
|
|
$
|
(1.2
|
)
|
$
|
(180.5
|
)
|
$
|
(120.8
|
)
|
$
|
(302.5
|
)
|
Details about Accumulated Other Comprehensive Loss Components
|
2016
|
|
|
2015
|
|
|
Location of Gain (Loss)
Reclassified into Income
|
||
Cash flow hedges gain (loss):
|
|
|
|
|
|
|
|||
Forward exchange contracts
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
Net Sales
|
|
0.3
|
|
|
0.4
|
|
|
Cost of goods sold
|
||
|
—
|
|
|
0.4
|
|
|
Total before tax
|
||
|
—
|
|
|
(0.1
|
)
|
|
Tax (expense) benefit
|
||
|
$
|
—
|
|
|
$
|
0.3
|
|
|
Gain (loss) net of tax
|
Amortization of defined benefit pension and post retirement benefit items:
|
|
|
|
|
|
|
|
||
Prior-service costs
|
$
|
0.9
|
|
(a)
|
$
|
0.8
|
|
(a)
|
|
Actuarial gains/(losses)
|
(13.9
|
)
|
(a)
|
(12.0
|
)
|
(a)
|
|
||
|
(13.0
|
)
|
|
(11.2
|
)
|
|
Total before tax
|
||
|
4.8
|
|
|
4.2
|
|
|
Tax benefit (expense)
|
||
|
$
|
(8.2
|
)
|
|
$
|
(7.0
|
)
|
|
(Loss) gain net of tax
|
Losses reclassified into earnings
|
$
|
(8.2
|
)
|
|
$
|
(6.7
|
)
|
|
(Loss) gain net of tax
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 10 — Retirement Benefits for additional details).
|
HUBBELL INCORPORATED
- Form 10-K
|
73
|
|
|
•
|
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 segment’s percentage of consolidated net sales. Interest expense and investment income and other expense, net have not been allocated to segments as these items are centrally managed by the Company.
|
•
|
General corporate assets not allocated to segments are principally cash, prepaid pensions, investments and deferred taxes. These assets have not been allocated as they are centrally managed by the Company.
|
74
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
2,460.2
|
|
$
|
2,388.3
|
|
$
|
2,398.2
|
|
Power
|
1,045.0
|
|
1,002.1
|
|
961.2
|
|
|||
TOTAL NET SALES
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
$
|
3,359.4
|
|
Operating Income:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
267.4
|
|
$
|
279.0
|
|
$
|
337.9
|
|
Power
|
210.4
|
|
195.6
|
|
179.5
|
|
|||
Operating Income
|
$
|
477.8
|
|
$
|
474.6
|
|
$
|
517.4
|
|
Interest expense
|
(43.4
|
)
|
(31.0
|
)
|
(31.2
|
)
|
|||
Investment income and other expense, net
|
(4.0
|
)
|
(25.0
|
)
|
(0.7
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
$
|
430.4
|
|
$
|
418.6
|
|
$
|
485.5
|
|
Assets:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
2,246.0
|
|
$
|
2,120.9
|
|
$
|
1,963.0
|
|
Power
|
911.5
|
|
839.7
|
|
832.0
|
|
|||
General Corporate
|
367.5
|
|
248.1
|
|
525.1
|
|
|||
TOTAL ASSETS
|
$
|
3,525.0
|
|
$
|
3,208.7
|
|
$
|
3,320.1
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
43.4
|
|
$
|
47.9
|
|
$
|
35.1
|
|
Power
|
22.7
|
|
28.4
|
|
21.8
|
|
|||
General Corporate
|
1.1
|
|
0.8
|
|
3.4
|
|
|||
TOTAL CAPITAL EXPENDITURES
|
$
|
67.2
|
|
$
|
77.1
|
|
$
|
60.3
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
61.2
|
|
$
|
56.2
|
|
$
|
53.4
|
|
Power
|
31.1
|
|
29.0
|
|
25.8
|
|
|||
TOTAL DEPRECIATION AND AMORTIZATION
|
$
|
92.3
|
|
$
|
85.2
|
|
$
|
79.2
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
Electrical Systems
|
$
|
1,514.4
|
|
$
|
1,476.7
|
|
$
|
1,538.7
|
|
Lighting
|
945.8
|
|
911.6
|
|
859.5
|
|
|||
Power
|
1,045.0
|
|
1,002.1
|
|
961.2
|
|
|||
TOTAL NET SALES
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
$
|
3,359.4
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
United States
|
$
|
3,147.4
|
|
$
|
3,008.4
|
|
$
|
2,883.8
|
|
International
|
357.8
|
|
382.0
|
|
475.6
|
|
|||
TOTAL NET SALES
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
$
|
3,359.4
|
|
Operating Income:
|
|
|
|
|
|
|
|||
United States
|
$
|
419.1
|
|
$
|
426.1
|
|
$
|
447.2
|
|
International
|
58.7
|
|
48.5
|
|
70.2
|
|
|||
TOTAL OPERATING INCOME
|
$
|
477.8
|
|
$
|
474.6
|
|
$
|
517.4
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|||
United States
|
$
|
1,762.9
|
|
$
|
1,627.7
|
|
$
|
1,492.5
|
|
International
|
200.1
|
|
187.1
|
|
199.7
|
|
|||
TOTAL LONG-LIVED ASSETS
|
$
|
1,963.0
|
|
$
|
1,814.8
|
|
$
|
1,692.2
|
|
HUBBELL INCORPORATED
- Form 10-K
|
75
|
|
|
BALANCE AT DECEMBER 31, 2014
|
$
|
13.7
|
|
Provision
|
10.0
|
|
|
Expenditures/other
|
(10.5
|
)
|
|
BALANCE AT DECEMBER 31, 2015
|
$
|
13.2
|
|
Provision
|
9.7
|
|
|
Expenditures/other
|
(9.1
|
)
|
|
BALANCE AT DECEMBER 31, 2016
|
$
|
13.8
|
|
76
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Year Ended December 31, 2014
|
Cost of goods sold
|
|
Selling & administrative expense
|
|
Total
|
|
|||
Electrical Segment
|
$
|
3.4
|
|
$
|
1.7
|
|
$
|
5.1
|
|
Power Segment
|
—
|
|
—
|
|
—
|
|
|||
Total 2014 Restructuring Costs
|
$
|
3.4
|
|
$
|
1.7
|
|
$
|
5.1
|
|
|
|
|
|
||||||
Year Ended December 31, 2015
|
|
|
|
||||||
Electrical Segment
|
$
|
14.5
|
|
$
|
7.2
|
|
$
|
21.7
|
|
Power Segment
|
0.8
|
|
1.1
|
|
1.9
|
|
|||
Total 2015 Restructuring Costs
|
$
|
15.3
|
|
$
|
8.3
|
|
$
|
23.6
|
|
|
|
|
|
||||||
Year Ended December 31, 2016
|
|
|
|
||||||
Electrical Segment
|
$
|
27.3
|
|
$
|
6.6
|
|
$
|
33.9
|
|
Power Segment
|
0.2
|
|
0.9
|
|
1.1
|
|
|||
Total 2016 Restructuring Costs
|
$
|
27.5
|
|
$
|
7.5
|
|
$
|
35.0
|
|
|
Beginning Accrued Restructuring Balance 1/1/16
|
|
Pre-tax Restructuring Costs
|
|
Utilization and Foreign Exchange
|
|
Ending Accrued Restructuring Balance 12/31/2016
|
|
||||
2016 Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
—
|
|
$
|
13.8
|
|
$
|
(4.4
|
)
|
$
|
9.4
|
|
Asset write-downs
|
—
|
|
2.9
|
|
(2.9
|
)
|
—
|
|
||||
Facility closure and other costs
(a)
|
—
|
|
15.1
|
|
(1.2
|
)
|
13.9
|
|
||||
Total 2016 Restructuring Actions
|
$
|
—
|
|
$
|
31.8
|
|
$
|
(8.5
|
)
|
$
|
23.3
|
|
2015 Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
7.4
|
|
$
|
0.6
|
|
$
|
(7.0
|
)
|
$
|
1.0
|
|
Asset write-downs
|
—
|
|
0.1
|
|
(0.1
|
)
|
—
|
|
||||
Facility closure and other costs
|
0.4
|
|
2.5
|
|
(2.7
|
)
|
0.2
|
|
||||
Total 2015 Restructuring Actions
|
$
|
7.8
|
|
$
|
3.2
|
|
$
|
(9.8
|
)
|
$
|
1.2
|
|
Total Restructuring Actions
|
$
|
7.8
|
|
$
|
35.0
|
|
$
|
(18.3
|
)
|
$
|
24.5
|
|
HUBBELL INCORPORATED
- Form 10-K
|
77
|
|
Expected Costs
|
|
Costs incurred in 2014
|
|
Costs incurred in 2015
|
|
Costs incurred in 2016
|
|
Remaining costs at 12/31/16
|
|
|||||
2016 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
40.3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30.7
|
|
$
|
9.6
|
|
Power Segment
|
1.2
|
|
—
|
|
—
|
|
1.1
|
|
0.1
|
|
|||||
Total 2016 Restructuring Actions
|
$
|
41.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31.8
|
|
$
|
9.7
|
|
2015 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
23.0
|
|
$
|
—
|
|
$
|
17.3
|
|
$
|
3.2
|
|
$
|
2.5
|
|
Power Segment
|
1.9
|
|
—
|
|
1.9
|
|
—
|
|
—
|
|
|||||
Total 2015 Restructuring Actions
|
$
|
24.9
|
|
$
|
—
|
|
$
|
19.2
|
|
$
|
3.2
|
|
$
|
2.5
|
|
2014 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
9.5
|
|
$
|
5.1
|
|
$
|
4.4
|
|
$
|
—
|
|
$
|
—
|
|
Power Segment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total 2014 Restructuring Actions
|
$
|
9.5
|
|
$
|
5.1
|
|
$
|
4.4
|
|
$
|
—
|
|
$
|
—
|
|
Total Restructuring Actions
|
$
|
75.9
|
|
$
|
5.1
|
|
$
|
23.6
|
|
$
|
35.0
|
|
$
|
12.2
|
|
HUBBELL INCORPORATED
- Form 10-K
|
78
|
|
|
|
Reported First Quarter
|
|
Reported Second Quarter
|
|
Reported Third Quarter
|
|
Fourth Quarter
|
|
||||
2016
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
834.8
|
|
$
|
908.8
|
|
$
|
907.4
|
|
$
|
854.2
|
|
Cost of goods sold
|
$
|
574.9
|
|
$
|
615.3
|
|
$
|
618.7
|
|
$
|
595.6
|
|
Gross profit
|
$
|
259.9
|
|
$
|
293.5
|
|
$
|
288.7
|
|
$
|
258.6
|
|
Selling & administrative expenses
|
$
|
158.0
|
|
$
|
161.4
|
|
$
|
152.7
|
|
$
|
150.8
|
|
Net income
|
$
|
62.0
|
|
$
|
82.0
|
|
$
|
88.1
|
|
$
|
65.7
|
|
Net Income attributable to Hubbell
|
$
|
60.9
|
|
$
|
81.0
|
|
$
|
86.7
|
|
$
|
64.4
|
|
Earnings per share — Basic
|
$
|
1.08
|
|
$
|
1.46
|
|
$
|
1.56
|
|
$
|
1.16
|
|
Earnings per share — Diluted
|
$
|
1.08
|
|
$
|
1.45
|
|
$
|
1.56
|
|
$
|
1.16
|
|
|
Reported First Quarter
|
|
Reported Second Quarter
|
|
Reported Third Quarter
|
|
Fourth Quarter
|
|
||||
2015
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
809.7
|
|
$
|
874.0
|
|
$
|
877.0
|
|
$
|
829.7
|
|
Cost of goods sold
|
$
|
557.9
|
|
$
|
590.9
|
|
$
|
587.0
|
|
$
|
562.8
|
|
Gross profit
|
$
|
251.8
|
|
$
|
283.1
|
|
$
|
290.0
|
|
$
|
266.9
|
|
Selling & administrative expenses
|
$
|
146.8
|
|
$
|
156.4
|
|
$
|
159.0
|
|
$
|
155.0
|
|
Net income
|
$
|
63.4
|
|
$
|
81.3
|
|
$
|
74.7
|
|
$
|
62.7
|
|
Net Income attributable to Hubbell
|
$
|
62.4
|
|
$
|
80.1
|
|
$
|
73.3
|
|
$
|
61.5
|
|
Earnings per share — Basic
|
$
|
1.07
|
|
$
|
1.39
|
|
$
|
1.27
|
|
$
|
1.06
|
|
Earnings per share — Diluted
|
$
|
1.07
|
|
$
|
1.37
|
|
$
|
1.27
|
|
$
|
1.06
|
|
HUBBELL INCORPORATED
- Form 10-K
|
79
|
80
|
HUBBELL INCORPORATED
-
Form 10-K
|
PART III
|
|
|
A
|
|
B
|
|
C
|
|
||||
Plan Category
|
Number of Securities to be Issued upon Exercise of Outstanding Options,Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
|
|
||||
Equity Compensation Plans Approved by Shareholders
(a)
|
2,209
|
|
(c)(e)
|
$
|
94.51
|
|
(f)
|
3,194
|
|
(c)
|
Equity Compensation Plans Not Requiring Shareholder Approval
(b)
|
63
|
|
(c)(d)
|
—
|
|
|
165
|
|
(c)
|
|
TOTAL
|
2,272
|
|
|
$
|
94.51
|
|
|
3,359
|
|
|
(a)
|
The Company’s (1) Stock Option Plan for Key Employees and (2) 2005 Incentive Award Plan as amended and restated.
|
(b)
|
The Company’s Deferred Compensation Plan for Directors as amended and restated.
|
(c)
|
Hubbell Common Stock.
|
(d)
|
Represents amount of shares currently deferred under this plan. These shares are not included in the total weighted average exercise price included in column B.
|
(e)
|
Includes 398 thousand performance share awards assuming a maximum payout target. The Company does not anticipate that the maximum payout target will be achieved for all of these awards.
|
(f)
|
Weighted average exercise price excludes performance share awards included in column A.
|
|
|
|
|
|
(1)
|
Certain of the information required by this item regarding executive officers is included under the subheading “Executive Officers of the Registrant” at the end of Part I of this Form 10-K and the remaining required information is incorporated by reference to the subheadings “Item 1 – Election of Directors,“General – Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance – Code of Business Conduct and Ethics,” and “Corporate Governance – Board Committees – Audit Committee” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on
May 3, 2017
.
|
(2)
|
The information required by this item is incorporated by reference to the subheadings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Compensation of Directors” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on
May 3, 2017
.
|
HUBBELL INCORPORATED
- Form 10-K
|
81
|
(3)
|
The information required by this item is incorporated by reference to the subheadings “General – Review and Approval of Related Person Transactions” and “Corporate Governance – Director Independence” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on
May 3, 2017
.
|
(4)
|
The information required by this item is incorporated by reference to the heading “Item 2 – Ratification of the Selection of Independent Registered Public Accounting Firm” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on
May 3, 2017
.
|
82
|
HUBBELL INCORPORATED
-
Form 10-K
|
PART IV
|
|
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
83
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
10.1(b)†
|
Amendment, dated December 28, 2010, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005
|
10-K
|
001-02958
|
10a(1)
|
2/16/2011
|
|
10.1(c)†
|
Third Amendment, dated December 29, 2016, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005
|
|
|
|
|
*
|
10.2†
|
Hubbell Incorporated Retirement Plan for Directors, as amended and restated effective January 1, 2005
|
10-Q
|
001-02958
|
10i
|
10/26/2007
|
|
10.3†
|
Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective December 23, 2015
|
S-8
|
333-206898
|
4.4
|
12/24/2015
|
|
10.4†
|
Hubbell Incorporated Executive Deferred Compensation Plan, as amended and restated effective January 1, 2016
|
10-K
|
001-02958
|
10.5
|
2/18/2016
|
|
10.5†
|
Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005
|
10-Q
|
001-02958
|
10w
|
10/26/2007
|
|
10.5(a)†
|
Amendment, dated December 28, 2010, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005
|
10-K
|
001-02958
|
10w(1)
|
2/16/2011
|
|
10.5(b)†
|
Second Amendment, dated January 17, 2017, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005
|
|
|
|
|
*
|
10.6†
|
Hubbell Incorporated Incentive Compensation Plan, adopted effective January 1, 2002
|
10-K
|
001-02958
|
10z
|
3/20/2002
|
|
10.7†
|
Hubbell Incorporated Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, 2016
|
8-K
|
001-02958
|
10.1
|
5/9/2016
|
|
10.8†
|
Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated effective December 6, 2016
|
8-K
|
001-02958
|
10.1
|
12/12/2016
|
|
10.8(a)†
|
Amendment, dated December 23, 2015, to the Hubbell Incorporated 2005 Incentive Award Plan
|
10-K
|
001-02958
|
10.9(a)
|
2/18/2016
|
|
10.9†
|
Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated
|
10-Q
|
001-02958
|
10.8
|
7/19/2013
|
|
10.10†
|
Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated
|
|
|
|
|
*
|
10.11†
|
Form of Performance Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated
|
|
|
|
|
*
|
10.12†
|
Form of Performance Based Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated
|
|
|
|
|
*
|
10.13†
|
Form of Time Based Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated
|
|
|
|
|
*
|
10.14†
|
Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015
|
10-K
|
001-02958
|
10.16
|
2/18/2016
|
|
10.14(a)†
|
First Amendment, dated January 17, 2017 and effective as of January 1, 2017, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015
|
|
|
|
|
*
|
10.15†
|
Hubbell Incorporated Policy for Providing Severance Payments to Senior Employees, effective February 11, 2011
|
8-K
|
001-02958
|
10.1
|
2/16/2011
|
|
10.16†
|
Grantor Trust for Senior Management Plans Trust Agreement between Hubbell Incorporated and The Bank of New York, as trustee, as amended and restated effective December 8, 2015
|
10-K
|
001-02958
|
10.18
|
2/18/2016
|
|
10.17†
|
Grantor Trust for Non-Employee Director Plans Trust Agreement between Hubbell Incorporated and The Bank of New York, as amended and restated effective December 8, 2015
|
10-K
|
001-02958
|
10.19
|
2/18/2016
|
|
10.18†
|
Trust Agreement by and between Hubbell Incorporated and MG Trust Company d/b/a Matrix Trust Company, as Trustee, as amended and restated effective November 6, 2015
|
10-K
|
001-02958
|
10.20
|
2/18/2016
|
|
10.19†
|
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and David G. Nord
|
8-K
|
001-02958
|
10.2
|
1/5/2011
|
|
10.19(a)†
|
Amendment, dated as of January 1, 2013, to Change in Control Severance Agreement between Hubbell Incorporated and David G. Nord
|
8-K
|
001-02958
|
10.1
|
12/6/2012
|
|
84
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
10.20†
|
Letter Agreement, dated August 24, 2005, between Hubbell Incorporated and David G. Nord
|
8-K
|
001-02958
|
99.1
|
9/6/2005
|
|
10.21†
|
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and William R. Sperry
|
8-K
|
001-02958
|
10.1
|
9/17/2012
|
|
10.21(a)†
|
Amendment, dated September 11, 2012, to Change in Control Severance Agreement between Hubbell Incorporated and William R. Sperry
|
8-K
|
001-02958
|
10.2
|
9/17/2012
|
|
10.22†
|
Change in Control Severance Agreement, dated as of September 11, 2012, between Hubbell Incorporated and An-Ping Hsieh
|
10-Q
|
001-02958
|
10.xx
|
10/19/2012
|
|
10.23†
|
Letter Agreement, dated as of August 2, 2012, between Hubbell Incorporated and An-Ping Hsieh
|
10-Q
|
001-02958
|
10.1
|
7/19/2013
|
|
10.24†
|
Change in Control Severance Agreement, dated as of April 15, 2013, between Hubbell Incorporated and Mr. Joseph A. Capozzoli
|
8-K
|
001-02958
|
10.1
|
4/19/2013
|
|
10.25†
|
Letter Agreement, dated as of February 15, 2013, between Hubbell Incorporated and Mr. Joseph A. Capozzoli
|
8-K
|
001-02958
|
10.2
|
4/19/2013
|
|
10.26†
|
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and Stephen M. Mais
|
10-Q
|
001-02958
|
10.3
|
7/19/2013
|
|
10.27†
|
Change in Control Severance Agreement, dated as of January 24, 2014, between Hubbell Incorporated and Gerben W. Bakker
|
10-K
|
001-02958
|
10.36
|
2/18/2014
|
|
10.28†
|
Change in Control Severance Agreement, dated as of February 9, 2015, between Hubbell Incorporated and Maria R. Lee
|
10-K
|
001-02958
|
10.31
|
2/18/2016
|
|
10.29†
|
Change in Control Severance Agreement, dated as of May 5, 2015, between Hubbell Incorporated and Kevin A. Poyck
|
10-K
|
001-02958
|
10.32
|
2/18/2016
|
|
10.30†
|
Change in Control Severance Agreement, dated as of May 5, 2015, between Hubbell Incorporated and Rodd R. Ruland
|
10-K
|
001-02958
|
10.33
|
2/18/2016
|
|
10.31†
|
Change in Control Severance Agreement, dated as of May 5, 2015, between Hubbell Incorporated and Darrin S. Wegman
|
10-K
|
001-02958
|
10.34
|
2/18/2016
|
|
10.32
|
Credit Agreement, dated as of December 16, 2015, by and among Hubbell Incorporated, Hubbell Power Holdings S.à r.l., Harvey Hubbell Holdings S.à r.l., the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
|
8-K
|
001-02958
|
99.1
|
12/21/2015
|
|
10.33
|
Reclassification Agreement, dated as of August 23, 2015, by and between Hubbell Incorporated and Bessemer Trust Company, N.A.
|
8-K
|
001-02958
|
10.1
|
8/24/2015
|
|
10.34
|
Irrevocable Proxy, dated August 23, 2015, by and between Hubbell Incorporated and Bessemer Trust Company, N.A.
|
8-K
|
001-02958
|
10.2
|
8/24/2015
|
|
21.1
|
List of subsidiaries
|
|
|
|
|
*
|
23.1
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
|
*
|
31.1
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
*
|
31.2
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
*
|
32.1
|
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
|
|
|
|
|
**
|
32.2
|
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
|
|
|
|
|
**
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
HUBBELL INCORPORATED
- Form 10-K
|
85
|
|
HUBBELL INCORPORATED
|
|
|
|
By
|
/s/ JOSEPH A. CAPOZZOLI
|
|
By
|
/s/ WILLIAM R. SPERRY
|
|
Joseph A. Capozzoli
|
|
|
William R. Sperry
|
|
Vice President and Controller
|
|
|
Senior Vice President and Chief
|
|
|
|
|
Financial Officer
|
Date:
|
February 16, 2017
|
|
|
|
|
|
Title
|
Date
|
By
|
/s/ D. G. NORD
D. G. Nord
|
Chairman, President and Chief Executive Officer and Director
|
2/16/2017
|
By
|
/s/ W. R. SPERRY
W. R. Sperry
|
Senior Vice President and Chief Financial Officer
|
2/16/2017
|
By
|
/s/ J. A. CAPOZZOLI
J. A. Capozzoli
|
Vice President, Controller (Principal Accounting Officer)
|
2/16/2017
|
By
|
/s/ C. M. CARDOSO
C. M. Cardoso
|
Director
|
2/16/2017
|
By
|
/s/ A. J. GUZZI
A. J. Guzzi
|
Director
|
2/16/2017
|
By
|
/s/ N. J. KEATING
N. J. Keating
|
Director
|
2/16/2017
|
By
|
/s/ J. F. MALLOY
J. F. Malloy
|
Director
|
2/16/2017
|
By
|
/s/ JUDITH F. MARKS
J.F. Marks
|
Director
|
2/16/2017
|
By
|
/s/ J. G. RUSSELL
J. G. Russell
|
Director
|
2/16/2017
|
By
|
/s/ S. R. SHAWLEY
S. R. Shawley
|
Director
|
2/16/2017
|
By
|
/s/ R. J. SWIFT
R. J. Swift
|
Director
|
2/16/2017
|
(1)
|
As of
February 16, 2017
.
|
86
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
Balance
at Beginning
of Year
|
|
Additions / (Reversals)
Charged to Costs and
Expenses
|
|
Deductions
|
|
Acquisitions
|
|
Balance at
End of Year
|
||||||||||
Allowances for doubtful accounts receivable:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2014
|
|
$
|
2.1
|
|
|
$
|
1.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
3.4
|
|
Year 2015
|
|
$
|
3.4
|
|
|
$
|
2.7
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
4.7
|
|
Year 2016
|
|
$
|
4.7
|
|
|
$
|
0.8
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
4.7
|
|
Allowance for credit memos, returns and cash discounts:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2014
|
|
$
|
31.6
|
|
|
$
|
222.4
|
|
|
$
|
(217.3
|
)
|
|
$
|
—
|
|
|
$
|
36.7
|
|
Year 2015
|
|
$
|
36.7
|
|
|
$
|
233.2
|
|
|
$
|
(228.4
|
)
|
|
$
|
—
|
|
|
$
|
41.5
|
|
Year 2016
|
|
$
|
41.5
|
|
|
$
|
249.2
|
|
|
$
|
(244.8
|
)
|
|
$
|
—
|
|
|
$
|
45.9
|
|
Valuation allowance on deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2014
|
|
$
|
28.5
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
34.3
|
|
Year 2015
|
|
$
|
34.3
|
|
|
$
|
(12.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.0
|
|
Year 2016
|
|
$
|
22.0
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.6
|
|
HUBBELL INCORPORATED
- Form 10-K
|
87
|
HUBBELL INCORPORATED
STOCK APPRECIATION RIGHTS AGREEMENT
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED |
|
Base Price:
Grant Date: |
As noted in your Award notification letter, effective on the Grant Date you have been granted the number of Stock Appreciation Rights (the “Rights”) set forth in the Award notification letter. Each Right entitles you to the positive difference, if any, between the Base Price designated in the Award notification letter and the Fair Market Value of a share of Common Stock, par value $0.01 per share (the “Common Stock”) of Hubbell Incorporated (the “Company”) on the date of exercise (the “Spread”), in accordance with the provisions of the Award notification letter, this Agreement setting forth terms and conditions to the Award, and the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”). By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
|
Upon exercise the Spread will be paid in whole shares of Common Stock with a Fair Market Value equal to the Spread. You may only exercise a Right once it is vested, and will forfeit all unvested Rights in the event of the termination of your employment or service with the Company and all of its Subsidiaries for any reason other than Retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without cause or by mutual agreement (“Termination of Service”).
The Rights will vest and may be exercised in one-third increments on each anniversary of the Grant Date. Notwithstanding the foregoing, the Rights shall be fully vested and exercisable upon your Termination of Service by reason of death or permanent disability. Upon a Change in Control, the Rights will vest and may be exercised in accordance with Section 10.2 of the Plan. The Rights shall continue to vest and be exercisable on each anniversary of the Grant Date following your Termination of Service by reason of Retirement.
|
Once vested, Rights may be exercised in whole or any part, at any time. However, vested Rights must be exercised, if at all, prior to the earlier of:
(a) one year following Termination of Service by reason of death;
(b) 90 days following Termination of Service for any reason other than death or Retirement; provided however if Termination of Service is by reason of Retirement or by reason of permanent disability and you die within 90 days following such Termination of Service, then the vested Rights may be exercised until one year following your Termination of Service;
(c) the tenth anniversary of the Grant Date following Termination by reason of Retirement; and
(d) the tenth anniversary of the Grant Date;
and if not exercised prior thereto, the Rights shall terminate and no longer be exercisable.
|
“Permanent disability” means that you are unable to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board of Directors in its discretion. Additionally, “Retirement” means your Termination of Service other than by reason of termination for death, permanent disability or Cause on or after age 55 and the sum of the your age and service with the Company equals or exceeds 70. “Cause” means (i) misconduct which is reasonably deemed to be prejudicial to the interest of the Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company, or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.
Notwithstanding anything contained herein to the contrary, the Rights will terminate and no longer be exercisable in the event that you are in Competition with the Company. For this purpose, “Competition” shall mean that you, directly or indirectly, anywhere in the United States or outside of the United States in which the Company operates or otherwise sells its products in a competitive market, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or become a director or an employee of, or a consultant to, any person, firm or corporation which competes with the products and services of the Company; provided, however, that you shall not be in Competition with the Company as a result of investments in shares of stock traded on a national securities exchange or on the national over-the-counter market with an aggregate market value, at the time of acquisition, of less than two percent (2%) of the outstanding shares of such stock. By electronically acknowledging and accepting this Award, you agree that your right to exercise the Award, or any portion thereof, is subject to you not having been in Competition with the Company at any time during the term of the Award, and your exercise of the Award, or any portion thereof, shall constitute your certification to the Company that you have not been in Competition with the Company at any time during the term of the Award.
The Rights may be exercised pursuant to such procedures as the Company may establish and communicate to you from time to time. The Spread shall be determined by the Fair Market Value of Common Stock on the date all required steps to exercise the Rights as established by the Company have been completed by you. Rights are not transferable except by will or the laws of descent and distribution.
The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from the exercise of any vested Rights. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold shares of Common Stock otherwise to be delivered with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during a period in which the Participant is prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph.
Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate your employment or services at any time, nor confer upon any you the right to continue in the employ or service of the Company or any Subsidiary.
The Rights are granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Rights is a one-time benefit and does not create any contractual or other right to receive additional stock appreciation rights or other benefits in lieu of stock appreciation rights in the future. Future awards of stock appreciation rights, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares subject to such award and vesting provisions.
|
HUBBELL INCORPORATED
PERFORMANCE SHARE AWARD
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED |
Grant Date:
Performance Period: |
As noted in your Award notification letter, effective on the Grant Date Hubbell Incorporated (the “Company”) has granted to you an award (the “Award”) of Performance Shares (the “Performance Shares”) in the amount set forth in your Award notification letter, which is your “target.” Each Performance Share represents the right to receive a share of the Company’s Common Stock (the “Common Stock”) subject to the fulfillment of the conditions set forth below. This Award is made pursuant to the terms of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated
(the “Plan”) and is subject to all of the terms and conditions contained therein. By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
|
On any date, one Performance Share has a value equal to the Fair Market Value of one share of Common Stock. Unless and until a Performance Share is earned, you will have no right to any shares of Common Stock. Prior to actual payment vested Performance Shares represent only an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
The number of Performance Shares actually earned, and therefore the number of shares of Common Stock to be delivered will be measured as of the last day of the Performance Period according to
Exhibit A
hereto; provided, however, that no Performance Shares shall become earned and payable unless and until the Compensation Committee of the Board of Directors of the Company certifies that the performance criteria set forth on
Exhibit A
hereto have been met. Notwithstanding the foregoing, the target number of Performance Shares will be considered earned and Common Stock equivalent to the target payable upon your death or disability while employed with the Company during the Performance Period. “Disability” means that you are unable to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board of Directors in its discretion. In the case of a Change in Control, the number of Performance Shares actually earned and therefore the number of shares of Common Stock to be delivered will be determined in accordance with Section 10.2 of the Plan.
|
If during the Performance Period your termination of employment is other than by reason of death, disability or Cause on or after age 55 and the sum of your age and service with the Company equals or exceeds 70 (a “retirement”) you will be eligible to receive the number of Performance Shares you would have received if you had not retired prior to the end of the Performance Period multiplied by a fraction, the denominator of which is 36 and the numerator of which is the number of months elapsed during the Performance Period to the date of your retirement. For this purpose “Cause” means (i) misconduct which is reasonably deemed to be prejudicial to the interest of the Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company, or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.
|
In the event of the termination of your employment or service with the Company and all of its Subsidiaries for any reason other than death, disability or retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without Cause or by mutual agreement prior to the last day of the Performance Period, you will forfeit all rights to the Performance Shares.
Once a Performance Share is considered earned and payable, the Company will cause to be issued the appropriate number of shares of Common Stock payable thereunder. Such shares will be issued in book form, unless you request the shares be issued in certificate form. Shares of Common Stock shall be issued within 2 ½ months following the end of the Performance Period, other than in the case of death or Disability, in which case the shares of Common shall be issued within 10 days following such event. In the case of a Change in Control, payment of earned and payable Performance Shares will be determined in accordance with Section 10.2 of the Plan.
|
The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including your FICA obligation) required by law to be withheld with respect to any taxable event arising from this Award. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold shares Common Stock otherwise to be delivered with a fair market value equal to the minimum amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares of Common Stock with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during a period in which you are prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph.
|
The Performance Shares or any right or interest therein or part thereof are not transferable except by will or the laws of descent and distribution. Until delivery of the Common Stock upon payment of the Performance Shares, you have no rights or privileges of a stockholder of the Company by reason of this Award. Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate your services at any time, nor confer upon you the right to continue in the service of the Company or any Subsidiary.
|
This Award is granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of this Award under the Plan is a one-time benefit and does not create any contractual or other right to receive awards of performance shares or other benefits in lieu of performance shares in the future. Future awards of performance shares, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares and vesting provisions.
|
HUBBELL INCORPORATED
PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED |
Grant Date:
|
As noted in your Award notification letter, effective on the Grant Date you have been granted the number of shares of Performance Based Restricted Stock of Hubbell Incorporated (the “Company”) set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this Agreement. By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
|
Until vested, the Performance Based Restricted Stock shall be subject to forfeiture in the event of the termination of your employment or service with the Company and all of its Subsidiaries for any reason other than Retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without cause or by mutual agreement (“Termination of Service”) or in the event the performance goals are not met on the measurement date.
|
Until vested, the Performance Based Restricted Stock or any right or interests therein are not transferable except by will or the laws of descent and distribution.
|
The Performance Based Restricted Stock will vest and no longer be subject to the restrictions and forfeiture under this Agreement on December 31, 2019, provided that you have remained continuously employed by the Company through such date, or have had a Termination of Service by reason of Retirement on or prior to such date, and, provided further, that on such date, the Company’s total shareholder return is greater than or equal to the 20th percentile of the S&P Capital Goods 900 Index, as determined by the Company’s Compensation Committee (the “Performance Targets”). For the avoidance of doubt, in the event the Performance Target is not achieved for such performance period, the portion of the award attributable to such performance period shall be forfeited immediately, without any further action by the Company. Notwithstanding any of the foregoing, (i) any unvested Performance Based Restricted Stock that has not previously been forfeited shall become fully vested upon your Termination of Service by reason of death or Permanent Disability and (ii) upon a Change in Control, Performance Based Restricted Stock will vest in accordance with Section 10.2 of the Plan.
“Permanent Disability” means that you are unable to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board of Directors in its discretion. “Retirement” means your Termination of Service other than by reason of death, Permanent Disability or Cause on or after age 55 and the sum of your age and service with the Company equals or exceeds 70. “Cause” means (i) misconduct which is reasonably deemed to be prejudicial to the interest of the Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company, or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.
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You will be entitled to all dividends paid with respect to the Restricted Stock. You are entitled to vote all shares of Performance Based Restricted Stock.
|
The Company shall cause the Performance Based Restricted Stock to either be (i) issued and a stock certificate or certificates representing the Performance Based Restricted Stock to be registered in the name of the Participant, or (ii) held in book entry form promptly upon acknowledgement and acceptance of this Award. If a stock certificate is issued, it shall be delivered to and held in custody by the Company until the applicable restrictions lapse at the times specified above, or such Performance Based Restricted Stock is forfeited. If issued, each such certificate will bear the following legend:
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THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED, PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT AND AWARD NOTIFICATION LETTER WITH A GRANT DATE OF [ ], ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND HUBBELL INCORPORATED. A COPY OF THE AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF HUBBELL INCORPORATED, 40 WATERVIEW DRIVE, SHELTON, CT 06484.
If a certificate is issued, then following the vesting of any of your Performance Based Restricted Stock, the Company will cause to be issued and delivered to you a new certificate evidencing such Performance Based Restricted Stock, free of the legend provided above. If your Performance Based Restricted Stock is held in book form, the Company will cause any restrictions noted on the book form to be removed.
The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from this Performance Based Restricted Stock Award. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold shares of your Performance Based Restricted Stock otherwise to be delivered with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during a period in which the Participant is either an officer of the Company subject to Section 16(a) of the Exchange Act or prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph. By electronically acknowledging and accepting this Award, you hereby authorize Hubbell to withhold shares of Performance Based Restricted Stock with a Fair Market Value on the date of vesting necessary to satisfy your withdrawal obligations.
Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant the right to continue in the employ or service of the Company or any Subsidiary.
This Performance Based Restricted Stock Award is granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of a Performance Based Restricted Stock Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an award of Performance Based Restricted Stock or benefits in lieu of Performance Based Restricted Stock in the future. Future awards of Performance Based Restricted Stock, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares and vesting provisions.
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HUBBELL INCORPORATED
RESTRICTED STOCK AWARD AGREEMENT
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED |
Grant Date: __________________________________________________________________________________
As noted in your Award notification letter, effective on the Grant Date you have been granted the number of shares of Restricted Stock of Hubbell Incorporated (the “Company”) set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this Agreement. By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
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Until vested, the Restricted Stock shall be subject to forfeiture in the event of the termination of your employment or service with the Company and all of its Subsidiaries for any reason other than Retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without cause or by mutual agreement (“Termination of Service”).
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Until vested, the Restricted Stock or any right or interests therein are not transferable except by will or the laws of descent and distribution.
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The Restricted Stock will vest and no longer be subject to the restrictions and forfeiture under this Agreement in one-third increments on each anniversary of the Grant Date. Notwithstanding the foregoing, (i) the Restricted Stock shall be fully vested upon your Termination of Service by reason of death, Permanent Disability, or Retirement, and (ii) upon a Change in Control the Restricted Stock will vest in accordance with Section 10.2 of the Plan.
“Permanent Disability” means that you are unable to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board of Directors in its discretion. “Retirement” means your Termination of Service other than by reason of death, Permanent Disability or Cause on or after age 55 and the sum of your age and service with the Company equals or exceeds 70. “Cause” means (i) misconduct which is reasonably deemed to be prejudicial to the interest of the Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company, or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.
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You will be entitled to all dividends paid with respect to the Restricted Stock. You are entitled to vote all shares of Restricted Stock.
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The Company shall cause the Restricted Stock to either (i) be issued and a stock certificate or certificates representing the Restricted Stock to be registered in the name of the Participant, or (ii) held in book entry form promptly upon acknowledgement and acceptance of this Award. If a stock certificate is issued, it shall be delivered to and held in custody by the Company until the applicable restrictions lapse at the times specified above, or such Restricted Stock is forfeited. If issued, each such certificate will bear the following legend:
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THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFER) CONTAINED IN
THE HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED, RESTRICTED STOCK AWARD AGREEMENT AND AWARD NOTIFICATION LETTER WITH A GRANT DATE OF [ ] ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND HUBBELL INCORPORATED. A COPY OF THE AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF HUBBELL INCORPORATED, 40 WATERVIEW DRIVE, SHELTON, CT 06484.
If a certificate is issued, then following the vesting of any of your Restricted Stock, the Company will cause to be issued and delivered to you a new certificate evidencing such Restricted Stock, free of the legend provided above. If your Restricted Stock is held in book form, the Company will cause any restrictions noted on the book form to be removed.
The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from this Restricted Stock Award. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold shares of your Restricted Stock otherwise to be delivered with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares with a Fair Market Value equal to the minimum amount of the tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during a period in which the Participant is either an officer of the Company subject to Section 16(a) of the Exchange Act or prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph. By electronically acknowledging and accepting this Award, you hereby authorize Hubbell to withhold shares of Restricted Stock with a Fair Market Value on the date of vesting necessary to satisfy your withdrawal obligations.
Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant the right to continue in the employ or service of the Company or any Subsidiary.
This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of a Restricted Stock Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an award of Restricted Stock or benefits in lieu of Restricted Stock in the future. Future awards of Restricted Stock, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares and vesting provisions.
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Subsidiary
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State or Other Jurisdiction of Incorporation
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Bel Manufacturera, S.r.l. de C.V.
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Mexico
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Fargo Mfg. Company, Inc.
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New York
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GAI-Tronics Corporation
|
Delaware
|
GAI-Tronics S.r.l.
|
Italy
|
Harvey Hubbell, Incorporated
|
Connecticut
|
Harvey Hubbell Limited
|
UK
|
Hipotronics, Inc.
|
Delaware
|
Hubbell Cayman Investments Limited
|
Cayman Islands
|
Hubbell Asia Limited
|
Hong Kong
|
Dongguan Hubbell Electrical Products Company Limited
|
China
|
Hubbell Commercial and Trading (Shanghai) Co., Ltd.
|
China
|
Hubbell Luxembourg S.á.r.l.
|
Luxembourg
|
Wepawaug Canada Corp.
|
Canada
|
Electro Composites (2008) ULC
|
Canada
|
Haefely Test, AG
|
Switzerland
|
Hawke Asia Pacific Pte. Ltd.
|
Singapore
|
Hubbell Canada LP
|
Canada
|
Fábrica de Pecas Elétricas Delmar Ltda.
|
Brazil
|
Hubbell Finance LLC
|
Delaware
|
Hubbell Holdings Limited
|
UK
|
GAI-Tronics Limited
|
UK
|
Hawke Cable Glands Limited
|
UK
|
Hubbell Electric (Wuhu) Co., Ltd.
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China
|
Burndy Technology & Global Business Services Private Limited
|
India
|
Hubbell Limited
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UK
|
Chalmit Lighting Limited
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UK
|
Hubbell Management, Inc.
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Canada
|
Hubbell de Mexico, S.r.l. de C.V.
|
Mexico
|
Hubbell Distribution, Inc.
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Delaware
|
Hubbell Incorporated (Delaware)
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Delaware
|
Hubbell Building Automation, Inc.
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Texas
|
Hubbell Australia Holdco Limited
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Cayman Islands
|
Hubbell (Australia) Holdings Pty. Limited
|
Australia
|
Austdac Pty. Limited
|
Australia
|
Hubbell Caribe Limited
|
Cayman Islands
|
Hubbell Switch Holding Co., Inc.
|
Delaware
|
Burndy Americas Inc.
|
Delaware
|
Burndy International Holdings S.a.r.l.
|
Luxembourg
|
Burndy Canada Inc.
|
Canada
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
Burndy do Brasil Industria, Comercio, Importacao e Exportacao de Conectores Ltda.
|
Brazil
|
Burndy Products Mexico, S.r.l. de C.V.
|
Mexico
|
Burndy LLC
|
Delaware
|
Burndy Technology LLC
|
Delaware
|
Hubbell International, LLC
|
Delaware
|
Hubbell Korea, Ltd.
|
Korea
|
Hubbell Industrial Controls, Inc.
|
Delaware
|
Gleason Reel Corp.
|
Delaware
|
Hubbell Lighting, Inc.
|
Connecticut
|
Arrow Consolidated Corporation
|
Pennsylvania
|
Artesanias Baja, S.r.l. de C.V.
|
Mexico
|
Columbia Lighting Properties, Inc.
|
Michigan
|
KV Holding Co., Inc.
|
Delaware
|
Versen Holdings, Inc.
|
Delaware
|
Kurt Versen, Inc.
|
Delaware
|
Lighting Corporation of America
|
Delaware
|
Progress Lighting Inc.
|
Delaware
|
Progress Lighting Properties, Inc.
|
Michigan
|
Progressive Lighting, Inc. (North Carolina)
|
North Carolina
|
Progressive Lighting, Inc. (South Carolina)
|
South Carolina
|
ECO PLUS, LLC
|
Wisconsin
|
Hubbell Plastics, Inc.
|
Delaware
|
Hubbell Power Systems, Inc.
|
Delaware
|
Hubbell Lenoir City, Inc.
|
Virginia
|
CDR de Mexico S. de R.L. de C.V.
|
Mexico
|
Newco Condenser, Inc.
|
Delaware
|
PCORE Electric Company, Inc.
|
Delaware
|
Hubbell‑Taian Co., Ltd.
|
Taiwan
|
Hubbell-Anmex Pte. Ltd.
|
Singapore
|
Hub Reinsurance Ltd.
|
Bermuda
|
HUBS, Inc.
|
Delaware
|
State Street Corporation
|
Connecticut
|
Wepawaug Development, LLC
|
Delaware
|
Connector Assembly, Ltd.
|
Ohio
|
Connector Manufacturing Company
|
Ohio
|
Hubbell Holdco Luxembourg S.a.r.l.
|
Luxembourg
|
Hubbell Operations, LLC
|
Delaware
|
Hubbell Holdings Europe Limited
|
UK
|
Newco Lighting, Inc.
|
Delaware
|
Litecontrol Corporation
|
Massachusetts
|
Harvey Hubbell Holdings S.a.r.l.
|
Luxembourg
|
Hubbell Power Holdings S.a.r.l.
|
Luxembourg
|
Hubbell Global Operations Limited
|
Ireland
|
Hubbell (UK) Gulfmex Limited
|
UK
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
Hubbell International Management Limited
|
Ireland
|
Acme Electric Manufacturing de Mexico
|
Mexico
|
Acme Electric de Mexico
|
Mexico
|
Electric Motion Company, Inc.
|
Connecticut
|
Hubbell Anmex (Shanghai) Trading Co., Ltd
|
China
|
R.W. Lyall & Company, Inc.
|
California
|
Lyall Manufacturing WI, Inc.
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Wisconsin
|
Hubbell Global Finance Ireland Limited
|
Ireland
|
Hubbell Electrical Holdings S.a.r.l.
|
Luxembourg
|
Jiangsu Xiangyuan Electrical Equipment Co., LTD.
|
China
|
|
|
PricewaterhouseCoopers LLP
|
|
Hartford, CT
|
|
February 16, 2017
|
|
1.
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I have reviewed this annual report on Form 10-K of Hubbell Incorporated (the “registrant”);
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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|
|
/s/ DAVID G. NORD
|
|
|
David G. Nord
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
Date:
|
|
February 16, 2017
|
88
|
|
HUBBELL INCORPORATED -
Form 10-K
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hubbell Incorporated (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ WILLIAM R. SPERRY
|
|
|
William R. Sperry
|
|
|
Senior Vice President and Chief Financial Officer
|
Date:
|
|
February 16, 2017
|
HUBBELL INCORPORATED
-
Form 10-K
|
89
|
|
EXHIBIT 32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ DAVID. G. NORD
|
|
David G. Nord
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
February 16, 2017
|
90
|
|
HUBBELL INCORPORATED
-
Form 10-K
|
EXHIBIT 32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ WILLIAM R. SPERRY
|
|
William R. Sperry
|
|
Senior Vice President and Chief Financial Officer
|
|
February 16, 2017
|
HUBBELL INCORPORATED
-
Form 10-K
|
91
|
|