STATE OF CONNECTICUT
|
06-0397030
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
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
|
Name of Exchange on which Registered
|
Common Stock — par value $0.01 per share
|
New York Stock Exchange
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
|
|
NONE
|
Table of contents
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2
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HUBBELL INCORPORATED
-
Form 10-K
|
PART I
|
|
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
|
•
|
Advanced metering infrastructure
|
•
|
Meters and edge devices
|
•
|
Meter installation services
|
•
|
Aclara®
|
•
|
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
™
|
•
|
Ohio Brass
®
|
•
|
Meramec
®
|
|
HUBBELL INCORPORATED
- Form 10-K
|
5
|
6
|
HUBBELL INCORPORATED
-
Form 10-K
|
Name
|
Age
(1)
|
Present Position
|
Business Experience
|
|
David G. Nord
|
61
|
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
|
56
|
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
|
54
|
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
|
44
|
Vice President, 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
|
58
|
Senior Vice President, General
Counsel and Secretary |
Present position since May 2, 2017; previously Senior Vice President, General Counsel May 2016 - May 2017, 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
|
43
|
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
|
54
|
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
|
49
|
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
|
61
|
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
|
51
|
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 15, 2019
.
|
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
|
12
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
13
|
|
|
Number of Facilities
|
Total Approximate Floor
Area in Square Feet
|
||||||
Segment
|
Location
|
Warehouses
|
|
Manufacturing
|
|
Owned
|
|
Leased
|
|
Electrical segment
|
United States
|
9
|
|
24
|
|
2,688,400
|
|
1,856,900
|
|
|
Australia
|
—
|
|
2
|
|
—
|
|
31,700
|
|
|
Canada
|
1
|
|
2
|
|
178,700
|
|
3,000
|
|
|
Mexico
|
1
|
|
4
|
|
828,600
|
|
174,100
|
|
|
China
|
—
|
|
2
|
|
—
|
|
287,900
|
|
|
Puerto Rico
|
—
|
|
1
|
|
162,400
|
|
—
|
|
|
Singapore
|
1
|
|
—
|
|
—
|
|
8,700
|
|
|
Switzerland
|
—
|
|
1
|
|
95,000
|
|
—
|
|
|
United Kingdom
|
2
|
|
3
|
|
133,500
|
|
57,500
|
|
Power segment
(1)
|
United States
|
4
|
|
13
|
|
3,328,300
|
|
202,600
|
|
|
Brazil
|
—
|
|
1
|
|
188,100
|
|
24,000
|
|
|
Canada
|
—
|
|
1
|
|
30,000
|
|
—
|
|
|
Mexico
|
1
|
|
1
|
|
167,500
|
|
181,100
|
|
|
China
|
—
|
|
3
|
|
—
|
|
262,600
|
|
TOTAL
|
|
19
|
|
58
|
|
7,800,500
|
|
3,090,100
|
|
14
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
15
|
PART II
|
|
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, 2018
|
|
|
|
|
$
|
380.0
|
|
|
October 2018
|
110
|
|
$
|
100.36
|
|
$
|
369.0
|
|
November 2018
|
36
|
|
$
|
108.51
|
|
$
|
365.1
|
|
December 2018
|
48
|
|
$
|
104.60
|
|
$
|
360.0
|
|
TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2018
|
194
|
|
$
|
102.93
|
|
|
16
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright© 2019 Standard & Poor's, a division of S&P Global. All rights reserved.
Copyright© 2019 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved. |
HUBBELL INCORPORATED
- Form 10-K
|
17
|
OPERATIONS, years ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
|||||
Net sales
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
$
|
3,359.4
|
|
Gross profit
|
$
|
1,300.4
|
|
$
|
1,155.1
|
|
$
|
1,105.1
|
|
$
|
1,091.6
|
|
$
|
1,108.2
|
|
Operating income
(4)
|
$
|
556.9
|
|
$
|
518.8
|
|
$
|
489.8
|
|
$
|
474.1
|
|
$
|
515.0
|
|
Adjusted operating income
(1)
|
$
|
607.2
|
|
$
|
525.5
|
|
$
|
489.8
|
|
$
|
474.1
|
|
$
|
515.0
|
|
Operating income as a % of sales
|
12.4
|
%
|
14.1
|
%
|
14.0
|
%
|
14.0
|
%
|
15.3
|
%
|
|||||
Adjusted operating income as a % of sales
(1)
|
13.5
|
%
|
14.3
|
%
|
14.0
|
%
|
14.0
|
%
|
15.3
|
%
|
|||||
Net income attributable to Hubbell
(2)
|
$
|
360.2
|
|
$
|
243.1
|
|
$
|
293.0
|
|
$
|
277.3
|
|
$
|
325.3
|
|
Adjusted net income attributable to Hubbell
(1)
|
$
|
401.7
|
|
$
|
311.9
|
|
$
|
293.0
|
|
$
|
294.8
|
|
$
|
325.3
|
|
Net income attributable to Hubbell as a % of net sales
|
8.0
|
%
|
6.6
|
%
|
8.4
|
%
|
8.2
|
%
|
9.7
|
%
|
|||||
Adjusted net income attributable to Hubbell as a % of net sales
(1)
|
9.0
|
%
|
8.5
|
%
|
8.4
|
%
|
8.7
|
%
|
9.7
|
%
|
|||||
Net income attributable to Hubbell as a % of Hubbell shareholders’ average equity
|
21.1
|
%
|
15.1
|
%
|
17.6
|
%
|
15.1
|
%
|
17.0
|
%
|
|||||
Earnings per share — diluted
|
$
|
6.54
|
|
$
|
4.39
|
|
$
|
5.24
|
|
$
|
4.77
|
|
$
|
5.48
|
|
Adjusted earnings per share — diluted
(1)
|
$
|
7.29
|
|
$
|
5.64
|
|
$
|
5.24
|
|
$
|
5.07
|
|
$
|
5.48
|
|
Cash dividends declared per common share
|
$
|
3.15
|
|
$
|
2.87
|
|
$
|
2.59
|
|
$
|
2.31
|
|
$
|
2.06
|
|
Average number of common shares outstanding — diluted
|
54.9
|
|
55.1
|
|
55.7
|
|
58.0
|
|
59.2
|
|
|||||
Cost of acquisitions, net of cash acquired
|
$
|
1,118.0
|
|
$
|
184.1
|
|
$
|
173.4
|
|
$
|
163.4
|
|
$
|
183.8
|
|
FINANCIAL POSITION, AT YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
(3)
|
$
|
804.4
|
|
$
|
898.0
|
|
$
|
961.7
|
|
$
|
784.7
|
|
$
|
1,130.3
|
|
Total assets
|
$
|
4,872.1
|
|
$
|
3,720.6
|
|
$
|
3,525.0
|
|
$
|
3,208.7
|
|
$
|
3,320.1
|
|
Total debt
|
$
|
1,793.2
|
|
$
|
1,055.2
|
|
$
|
993.7
|
|
$
|
644.1
|
|
$
|
596.3
|
|
Total Hubbell shareholders’ equity
|
$
|
1,780.6
|
|
$
|
1,634.2
|
|
$
|
1,592.8
|
|
$
|
1,740.6
|
|
$
|
1,927.1
|
|
NUMBER OF EMPLOYEES, AT YEAR-END
|
19,700
|
|
17,700
|
|
17,400
|
|
16,200
|
|
15,400
|
|
18
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
HUBBELL INCORPORATED
- Form 10-K
|
19
|
|
|
For the Year Ending December 31,
|
||||||||||||||
|
2018
|
|
% of Net sales
|
2017
|
|
% of Net sales
|
2016
|
|
% of Net sales
|
||||||
Net sales
|
$
|
4,481.7
|
|
|
|
$
|
3,668.8
|
|
|
$
|
3,505.2
|
|
|
||
Cost of goods sold
|
3,181.3
|
|
71.0
|
%
|
2,513.7
|
|
68.5
|
%
|
2,400.1
|
|
68.5
|
%
|
|||
Gross profit
|
1,300.4
|
|
29.0
|
%
|
1,155.1
|
|
31.5
|
%
|
1,105.1
|
|
31.5
|
%
|
|||
Selling & administrative expenses
|
743.5
|
|
16.6
|
%
|
636.3
|
|
17.3
|
%
|
615.3
|
|
17.5
|
%
|
|||
Operating income
|
556.9
|
|
12.4
|
%
|
518.8
|
|
14.1
|
%
|
489.8
|
|
14.0
|
%
|
|||
Net income attributable to Hubbell
|
360.2
|
|
8.0
|
%
|
243.1
|
|
6.6
|
%
|
293.0
|
|
8.4
|
%
|
|||
EARNINGS PER SHARE - DILUTED
|
$
|
6.54
|
|
|
|
$
|
4.39
|
|
|
|
$
|
5.24
|
|
|
|
20
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Year Ended December 31, 2018
|
Year Ended December 31, 2017
|
|||||
Aclara acquisition-related costs
|
$
|
40.8
|
|
|
$
|
—
|
|
Aclara transaction costs
|
12.8
|
|
|
7.1
|
|
||
Aclara acquisition-related and transaction costs
|
$
|
53.6
|
|
|
$
|
7.1
|
|
|
|
|
|
||||
Cost of goods sold
|
$
|
29.5
|
|
|
$
|
—
|
|
S&A expense
|
20.8
|
|
|
6.7
|
|
||
Operating income
|
$
|
50.3
|
|
|
$
|
6.7
|
|
Interest expense
|
3.3
|
|
|
0.4
|
|
||
Aclara acquisition-related and transaction costs
|
$
|
53.6
|
|
|
$
|
7.1
|
|
HUBBELL INCORPORATED
- Form 10-K
|
21
|
|
For the Year Ended December 31,
|
|||||||||||
|
2018
|
|
% of Net sales
|
2017
|
|
% of Net sales
|
2016
|
|
% of Net sales
|
|||
Gross profit (GAAP measure)
|
$
|
1,300.4
|
|
29.0%
|
$
|
1,155.1
|
|
31.5%
|
$
|
1,105.1
|
|
31.5%
|
Aclara acquisition-related and transaction costs
|
29.5
|
|
|
—
|
|
|
—
|
|
|
|||
Adjusted gross profit
|
$
|
1,329.9
|
|
29.7%
|
$
|
1,155.1
|
|
31.5%
|
$
|
1,105.1
|
|
31.5%
|
|
|
|
|
|
|
|
||||||
S&A expenses (GAAP measure)
|
$
|
743.5
|
|
16.6%
|
$
|
636.3
|
|
17.3%
|
$
|
615.3
|
|
17.5%
|
Aclara acquisition-related and transaction costs
|
20.8
|
|
|
6.7
|
|
|
—
|
|
|
|||
Adjusted S&A expenses
|
$
|
722.7
|
|
16.1%
|
$
|
629.6
|
|
17.2%
|
$
|
615.3
|
|
17.5%
|
|
|
|
|
|
|
|
||||||
Operating income (GAAP measure)
|
$
|
556.9
|
|
12.4%
|
$
|
518.8
|
|
14.1%
|
$
|
489.8
|
|
14.0%
|
Aclara acquisition-related and transaction costs
|
50.3
|
|
|
6.7
|
|
|
—
|
|
|
|||
Adjusted operating income
|
$
|
607.2
|
|
13.5%
|
$
|
525.5
|
|
14.3%
|
$
|
489.8
|
|
14.0%
|
|
|
|
|
|
|
|
||||||
Net income attributable to Hubbell (GAAP measure)
|
$
|
360.2
|
|
|
$
|
243.1
|
|
|
$
|
293.0
|
|
|
Income tax expense associated with U.S. tax reform
|
$
|
—
|
|
|
56.5
|
|
|
—
|
|
|
||
Aclara acquisition-related and transaction costs, net of tax
|
41.5
|
|
|
6.0
|
|
|
—
|
|
|
|||
Loss on early extinguishment of debt, net of tax
|
—
|
|
|
6.3
|
|
|
—
|
|
|
|||
Adjusted net income attributable to Hubbell
|
$
|
401.7
|
|
|
$
|
311.9
|
|
|
$
|
293.0
|
|
|
Less: Earnings allocated to participating securities
|
(1.4
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
|
|||
Adjusted net income available to common shareholders
|
$
|
400.3
|
|
|
$
|
310.8
|
|
|
$
|
292.0
|
|
|
Average number of diluted shares outstanding
|
54.9
|
|
|
55.1
|
|
|
55.7
|
|
|
|||
ADJUSTED EARNINGS PER SHARE — DILUTED
|
$
|
7.29
|
|
|
$
|
5.64
|
|
|
$
|
5.24
|
|
|
22
|
HUBBELL INCORPORATED
-
Form 10-K
|
(in millions)
|
2018
|
|
2017
|
|
||
Net sales
|
$
|
2,660.6
|
|
$
|
2,532.8
|
|
Operating income
|
$
|
320.8
|
|
$
|
294.0
|
|
Operating margin
|
12.1
|
%
|
11.6
|
%
|
(in millions)
|
2018
|
|
2017
|
|
||
Net sales
|
$
|
1,821.1
|
|
$
|
1,136.0
|
|
Operating income
|
$
|
236.1
|
|
$
|
224.8
|
|
Aclara acquisition-related and transaction costs
|
50.3
|
|
6.7
|
|
||
Adjusted operating income
|
$
|
286.4
|
|
$
|
231.5
|
|
Operating margin
|
13.0
|
%
|
19.8
|
%
|
||
Adjusted operating margin
|
15.7
|
%
|
20.4
|
%
|
HUBBELL INCORPORATED
- Form 10-K
|
23
|
24
|
HUBBELL INCORPORATED
-
Form 10-K
|
(in millions)
|
2017
|
|
2016
|
|
||
Net sales
|
$
|
2,532.8
|
|
$
|
2,460.2
|
|
Operating income
|
$
|
294.0
|
|
$
|
276.4
|
|
Operating margin
|
11.6
|
%
|
11.2
|
%
|
(in millions)
|
2017
|
|
2016
|
|
||
Net sales
|
$
|
1,136.0
|
|
$
|
1,045.0
|
|
Operating income
|
$
|
224.8
|
|
$
|
213.4
|
|
Aclara transaction costs
|
6.7
|
|
—
|
|
||
Adjusted operating income
|
$
|
231.5
|
|
$
|
213.4
|
|
Operating margin
|
19.8
|
%
|
20.4
|
%
|
||
Adjusted operating margin
|
20.4
|
%
|
20.4
|
%
|
HUBBELL INCORPORATED
- Form 10-K
|
25
|
|
|
December 31,
|
||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
|||
Net cash provided by (used in):
|
|
|
|
||||||
Operating activities
|
$
|
517.1
|
|
$
|
379.0
|
|
$
|
411.0
|
|
Investing activities
|
(1,201.4
|
)
|
(245.6
|
)
|
(230.2
|
)
|
|||
Financing activities
|
506.5
|
|
(214.3
|
)
|
(59.4
|
)
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
(8.2
|
)
|
18.3
|
|
(27.3
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
$
|
(186.0
|
)
|
$
|
(62.6
|
)
|
$
|
94.1
|
|
|
December 31,
|
||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
|||
Net cash provided by operating activities (GAAP measure)
|
$
|
517.1
|
|
$
|
379.0
|
|
$
|
411.0
|
|
Less: Capital expenditures
|
(96.2
|
)
|
(79.7
|
)
|
(67.2
|
)
|
|||
Free cash flow
|
$
|
420.9
|
|
$
|
299.3
|
|
$
|
343.8
|
|
Free cash flow as a percent of net income attributable to Hubbell
(1)
|
116.9
|
%
|
123.1
|
%
|
117.3
|
%
|
26
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Costs Incurred in 2018
|
|
Additional Expected Costs
|
|
Expected Completion Date
|
||
2018 Restructuring Actions
|
$
|
12.9
|
|
$
|
7.8
|
|
2020
|
2017 and Prior Restructuring Actions
(a)
|
(0.9
|
)
|
0.1
|
|
2019
|
||
Restructuring cost (GAAP measure)
|
$
|
12.0
|
|
$
|
7.9
|
|
|
Restructuring-related costs
|
3.8
|
|
—
|
|
|
||
Restructuring and related costs (Non-GAAP)
|
$
|
15.8
|
|
$
|
7.9
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
27
|
◦
|
$26.0 million and $63.0 million of commercial paper borrowings outstanding at December 31,
2018
and
2017
, respectively.
|
◦
|
$25 million of long-term debt classified as short-term within current liabilities in the Consolidated Balance Sheets, reflecting maturities within the next 12 months relating to borrowing under the Term Loan at December 31, 2018.
|
◦
|
$5.1 million of borrowings to support our international operations in China at December 31, 2018 and 2017, respectively.
|
|
December 31,
|
|||||
(in millions)
|
2018
|
|
2017
|
|
||
Total Debt
|
$
|
1,793.2
|
|
$
|
1,055.2
|
|
Total Hubbell Shareholders’ Equity
|
1,780.6
|
|
1,634.2
|
|
||
TOTAL CAPITAL
|
$
|
3,573.8
|
|
$
|
2,689.4
|
|
Debt to Total Capital
|
50
|
%
|
39
|
%
|
||
Cash and Investments
|
$
|
254.5
|
|
$
|
447.2
|
|
NET DEBT
|
$
|
1,538.7
|
|
$
|
608.0
|
|
Net Debt to Total Capital
|
43
|
%
|
23
|
%
|
28
|
HUBBELL INCORPORATED
-
Form 10-K
|
◦
|
Cash used for the acquisition of businesses in
2018
, net of cash acquired was $
1,118.0 million
, including cash settlement of a deferred purchase price obligation and a net working capital adjustment related to acquisitions completed in prior years. Further discussion of our acquisitions can be found in Note 3 — Business Acquisitions in the Notes to Consolidated Financial Statements.
|
◦
|
In 2018, cash used for share repurchases was $40.0 million. Dividends paid on our Common Stock in 2018 were $172.3 million.
|
◦
|
In February of 2018, we increased our long-term and short-term borrowings to complete the acquisition of Aclara and we expect our cash flows from operations, (including those from Aclara), as well as our other sources of funds, will be sufficient to meet our obligations in respect of those borrowings.
|
◦
|
Cash flows from operations and existing cash resources: We held
$189.0 million
of cash and cash equivalents at December 31, 2018, of which approximately 9% was held inside the United States and the remainder held internationally. The Company repatriated a portion of its foreign earnings in 2018. The current period financials reflect the income tax effects of the repatriation of these earnings as well as as the income tax effects of certain anticipated future cash repatriations.
|
◦
|
On January 31, 2018, the Company entered into a five-year revolving credit agreement (the "2018 Credit Facility"), with a syndicate of lenders that provides a
$750 million
committed revolving credit facility and terminated all commitments under the 2015 Credit Facility. Commitments under the 2018 Credit Facility may be increased (subject to certain conditions) to an aggregate amount not to exceed $1.250 billion. The interest rate applicable to borrowings under the 2018 Credit Facility is generally either the adjusted LIBOR plus an applicable margin (determined by a ratings based grid) or the alternate base rate. The single financial covenant in the 2018 Credit Facility requires that total debt not exceed 65% of total capitalization as of the last day of each fiscal quarter of the Company. The 2018 Credit Facility expires in February 2023. As of December 31, 2018 the Company had not drawn against the facility.
|
◦
|
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, 2018
and
2017
, total availability under these lines was
$54.8 million
and
$53.9 million
, respectively, of which
$20.3 million
and
$21.5 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
|
||||||
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
||||
Discount rate
|
4.24
|
%
|
3.67
|
%
|
|
4.40
|
%
|
3.70
|
%
|
Rate of compensation increase
|
3.25
|
%
|
3.24
|
%
|
|
4.05
|
%
|
4.00
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.67
|
%
|
4.12
|
%
|
|
3.70
|
%
|
4.10
|
%
|
Expected return on plan assets
|
4.68
|
%
|
4.94
|
%
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
3.25
|
%
|
3.55
|
%
|
|
4.00
|
%
|
3.93
|
%
|
30
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
31
|
|
Payments due by period
|
||||||||||||||
|
Total
|
2019
|
2020-2021
|
2022-2023
|
2024 and
thereafter
|
||||||||||
Debt obligations
(a)
|
$
|
1,756.3
|
|
$
|
—
|
|
$
|
81.3
|
|
$
|
525.0
|
|
$
|
1,150.0
|
|
Short-term debt obligations
(a)
|
56.1
|
|
56.1
|
|
—
|
|
—
|
|
—
|
|
|||||
Expected interest payments
|
401.5
|
|
60.7
|
|
118.1
|
|
94.4
|
|
128.3
|
|
|||||
Operating lease obligations
|
111.2
|
|
23.5
|
|
37.5
|
|
23.7
|
|
26.5
|
|
|||||
Retirement and other benefits
(b) (c)
|
204.9
|
|
8.4
|
|
16.5
|
|
17.5
|
|
162.5
|
|
|||||
Purchase obligations
|
347.5
|
|
322.8
|
|
24.7
|
|
—
|
|
—
|
|
|||||
Obligations under customer incentive programs
|
52.4
|
|
52.4
|
|
—
|
|
—
|
|
—
|
|
|||||
Income tax payments
(d)
|
28.4
|
|
3.4
|
|
—
|
|
8.1
|
|
16.9
|
|
|||||
TOTAL
|
$
|
2,958.3
|
|
$
|
527.3
|
|
$
|
278.1
|
|
$
|
668.7
|
|
$
|
1,484.2
|
|
(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 and OPEB 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 associated with the withdrawal from a multi-employer plan. See Note 11 — Retirement Benefits in the Notes to Consolidated Financial Statements for further information.
|
(d)
|
Amount above includes future payments associated with the one-time transition tax under the TCJA.
|
32
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
33
|
34
|
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.
|
•
|
The ability to effectively implement ERP systems without disrupting operational and financial processes.
|
•
|
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.
|
•
|
Impacts of trade tariffs, import quotas or other trade restrictions or measures taken by the U.S., U.K., and other countries.
|
•
|
Regulatory issues, changes in tax laws including the TCJA, 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.
|
HUBBELL INCORPORATED
- Form 10-K
|
35
|
•
|
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.
|
•
|
Ability to successfully execute, manage and integrate key acquisitions and mergers, including the Aclara acquisition.
|
•
|
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.
|
•
|
The impact of Brexit and other world economic and political issues.
|
•
|
Natural disasters.
|
•
|
Failure of information technology systems or security breaches resulting in unauthorized disclosure of confidential information.
|
•
|
Future revisions to or clarifications of the TCJA.
|
•
|
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.
|
•
|
Transitioning from LIBOR to a replacement alternative reference rate.
|
•
|
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, 2018
.
|
•
|
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
|
36
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
Fair Value
12/31/18
|
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments
|
$
|
9.2
|
|
$
|
12.6
|
|
$
|
3.4
|
|
$
|
3.3
|
|
$
|
4.6
|
|
$
|
15.8
|
|
$
|
48.9
|
|
$
|
48.9
|
|
Avg. interest rate
|
4.60
|
%
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
5.00
|
%
|
4.60
|
%
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
300.0
|
|
$
|
—
|
|
$
|
1,150.0
|
|
$
|
1,450.0
|
|
$
|
1,369.3
|
|
Avg. interest rate
|
—
|
|
—
|
|
—
|
|
3.63
|
%
|
—
|
|
3.36
|
%
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Term Loan
|
$
|
25.0
|
|
$
|
34.4
|
|
$
|
46.9
|
|
$
|
50.0
|
|
$
|
175.0
|
|
$
|
—
|
|
$
|
331.3
|
|
$
|
318.8
|
|
Avg. interest rate
|
3.44
|
%
|
3.44
|
%
|
3.44
|
%
|
3.44
|
%
|
3.44
|
%
|
—
|
|
|
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
37
|
38
|
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
|
39
|
40
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Year Ended December 31,
|
||||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
|||
Net sales
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
$
|
3,505.2
|
|
Cost of goods sold
|
3,181.3
|
|
2,513.7
|
|
2,400.1
|
|
|||
Gross profit
|
1,300.4
|
|
1,155.1
|
|
1,105.1
|
|
|||
Selling & administrative expenses
|
743.5
|
|
636.3
|
|
615.3
|
|
|||
Operating income
|
556.9
|
|
518.8
|
|
489.8
|
|
|||
Interest expense
|
(72.4
|
)
|
(44.9
|
)
|
(43.4
|
)
|
|||
Investment income
|
0.1
|
|
0.9
|
|
0.5
|
|
|||
Loss on extinguishment of debt
|
—
|
|
(10.1
|
)
|
—
|
|
|||
Other expense, net
|
(17.6
|
)
|
(21.6
|
)
|
(16.5
|
)
|
|||
Total other expense
|
(89.9
|
)
|
(75.7
|
)
|
(59.4
|
)
|
|||
Income before income taxes
|
467.0
|
|
443.1
|
|
430.4
|
|
|||
Provision for income taxes
|
100.9
|
|
193.2
|
|
132.6
|
|
|||
Net income
|
366.1
|
|
249.9
|
|
297.8
|
|
|||
Less: Net income attributable to noncontrolling interest
|
5.9
|
|
6.8
|
|
4.8
|
|
|||
NET INCOME ATTRIBUTABLE TO HUBBELL
|
$
|
360.2
|
|
$
|
243.1
|
|
$
|
293.0
|
|
Earnings per share
|
|
|
|
|
|
|
|||
Basic
|
$
|
6.57
|
|
$
|
4.42
|
|
$
|
5.26
|
|
Diluted
|
$
|
6.54
|
|
$
|
4.39
|
|
$
|
5.24
|
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
|||
Net income
|
$
|
366.1
|
|
$
|
249.9
|
|
$
|
297.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(33.9
|
)
|
28.9
|
|
(35.4
|
)
|
|||
Defined benefit pension and post-retirement plans, net of taxes of ($6.3), ($1.0) and $18.9
|
17.8
|
|
4.0
|
|
(40.3
|
)
|
|||
Unrealized gain (loss) on investments, net of taxes of $0.4, ($0.2) and $0.1
|
(1.4
|
)
|
0.6
|
|
(1.2
|
)
|
|||
Unrealized gains (losses) on cash flow hedges, net of taxes of ($0.5), $0.4 and $0.5
|
1.6
|
|
(0.8
|
)
|
(1.4
|
)
|
|||
Other comprehensive income (loss)
|
(15.9
|
)
|
32.7
|
|
(78.3
|
)
|
|||
Comprehensive income
|
350.2
|
|
282.6
|
|
219.5
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
5.9
|
|
6.8
|
|
4.8
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO HUBBELL
|
$
|
344.3
|
|
$
|
275.8
|
|
$
|
214.7
|
|
HUBBELL INCORPORATED
- Form 10-K
|
41
|
|
At December 31,
|
|||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
||
ASSETS
|
|
|
|
|
||
Current Assets
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
189.0
|
|
$
|
375.0
|
|
Short-term investments
|
9.2
|
|
14.5
|
|
||
Accounts receivable, net
|
725.4
|
|
540.3
|
|
||
Inventories, net
|
651.0
|
|
634.7
|
|
||
Other current assets
|
69.1
|
|
39.6
|
|
||
Total Current Assets
|
1,643.7
|
|
1,604.1
|
|
||
Property, Plant, and Equipment, net
|
502.1
|
|
458.3
|
|
||
Other Assets
|
|
|
|
|
||
Investments
|
56.3
|
|
57.7
|
|
||
Goodwill
|
1,784.4
|
|
1,089.0
|
|
||
Intangible assets, net
|
819.5
|
|
460.4
|
|
||
Other long-term assets
|
66.1
|
|
51.1
|
|
||
TOTAL ASSETS
|
$
|
4,872.1
|
|
$
|
3,720.6
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
||
Short-term debt
|
$
|
56.1
|
|
$
|
68.1
|
|
Accounts payable
|
393.7
|
|
326.5
|
|
||
Accrued salaries, wages and employee benefits
|
101.6
|
|
76.6
|
|
||
Accrued insurance
|
61.3
|
|
60.0
|
|
||
Other accrued liabilities
|
226.6
|
|
174.9
|
|
||
Total Current Liabilities
|
839.3
|
|
706.1
|
|
||
Long-term Debt
|
1,737.1
|
|
987.1
|
|
||
Other Non-Current Liabilities
|
496.8
|
|
379.5
|
|
||
TOTAL LIABILITIES
|
3,073.2
|
|
2,072.7
|
|
||
Commitments and Contingencies (see Note 15)
|
|
|
|
|
||
Hubbell Shareholders’ Equity
|
|
|
|
|
||
Common stock, par value $.01
|
|
|
|
|
||
Common Stock -
Authorized 200,000,000 shares, outstanding 54,715,188 and 54,882,154 shares
|
$
|
0.6
|
|
$
|
0.6
|
|
Additional paid-in capital
|
1.3
|
|
11.0
|
|
||
Retained earnings
|
2,064.4
|
|
1,892.4
|
|
||
Accumulated other comprehensive loss
|
(285.7
|
)
|
(269.8
|
)
|
||
Total Hubbell Shareholders’ Equity
|
1,780.6
|
|
1,634.2
|
|
||
Noncontrolling interest
|
18.3
|
|
13.7
|
|
||
TOTAL EQUITY
|
1,798.9
|
|
1,647.9
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
4,872.1
|
|
$
|
3,720.6
|
|
42
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
|||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|||
Net income
|
$
|
366.1
|
|
$
|
249.9
|
|
$
|
297.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
148.4
|
|
98.2
|
|
90.9
|
|
|||
Deferred income taxes
|
49.0
|
|
(14.3
|
)
|
12.7
|
|
|||
Stock-based compensation
|
24.2
|
|
22.3
|
|
22.3
|
|
|||
Loss on extinguishment of debt
|
—
|
|
10.1
|
|
—
|
|
|||
Gain on sale of assets
|
(4.0
|
)
|
(11.6
|
)
|
(5.8
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|||
Decrease (increase) in accounts receivable
|
(75.4
|
)
|
3.9
|
|
(42.3
|
)
|
|||
Decrease (increase) in inventories
|
34.2
|
|
(90.3
|
)
|
18.4
|
|
|||
Increase in current liabilities
|
15.6
|
|
57.4
|
|
13.8
|
|
|||
Changes in other assets and liabilities, net
|
(20.4
|
)
|
50.7
|
|
8.4
|
|
|||
Contributions to qualified defined benefit pension plans
|
(27.9
|
)
|
(1.7
|
)
|
(18.0
|
)
|
|||
Other, net
|
7.3
|
|
4.4
|
|
12.8
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
517.1
|
|
379.0
|
|
411.0
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|||
Capital expenditures
|
(96.2
|
)
|
(79.7
|
)
|
(67.2
|
)
|
|||
Acquisitions, net of cash acquired
|
(1,118.0
|
)
|
(184.1
|
)
|
(173.4
|
)
|
|||
Purchases of available-for-sale investments
|
(16.6
|
)
|
(20.9
|
)
|
(20.0
|
)
|
|||
Proceeds from sales of available-for-sale investments
|
20.5
|
|
17.4
|
|
13.3
|
|
|||
Proceeds from disposition of assets
|
6.8
|
|
18.4
|
|
10.8
|
|
|||
Other, net
|
2.1
|
|
3.3
|
|
6.3
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(1,201.4
|
)
|
(245.6
|
)
|
(230.2
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|||||
Issuance of long-term debt
|
947.5
|
|
297.6
|
|
397.0
|
|
|||
Payment of long-term debt
|
(168.8
|
)
|
(300.0
|
)
|
—
|
|
|||
Issuance of short-term debt
|
0.8
|
|
66.3
|
|
1.2
|
|
|||
Payment of short-term debt
|
(38.0
|
)
|
(1.7
|
)
|
(51.5
|
)
|
|||
Make whole payment for extinguishment of long-term debt
|
—
|
|
(9.9
|
)
|
—
|
|
|||
Debt issuance cost
|
(7.6
|
)
|
(3.0
|
)
|
(3.6
|
)
|
|||
Payment of dividends
|
(172.3
|
)
|
(157.6
|
)
|
(144.0
|
)
|
|||
Payment of dividends to noncontrolling interest
|
(3.9
|
)
|
(3.5
|
)
|
(2.8
|
)
|
|||
Acquisition of common shares
|
(40.0
|
)
|
(92.5
|
)
|
(246.8
|
)
|
|||
Other
|
(11.2
|
)
|
(10.0
|
)
|
(8.9
|
)
|
|||
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES
|
506.5
|
|
(214.3
|
)
|
(59.4
|
)
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
(8.2
|
)
|
18.3
|
|
(27.3
|
)
|
|||
Increase (Decrease) in cash and cash equivalents
|
(186.0
|
)
|
(62.6
|
)
|
94.1
|
|
|||
Cash and cash equivalents, beginning of year
|
375.0
|
|
437.6
|
|
343.5
|
|
|||
Cash and cash equivalents, end of year
|
$
|
189.0
|
|
$
|
375.0
|
|
$
|
437.6
|
|
HUBBELL INCORPORATED
- Form 10-K
|
43
|
|
|
|||||||||||||||||
(in millions, except per
share amounts)
|
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total Hubbell
Shareholders'
Equity
|
Non-
controlling
interest
|
||||||||||||
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
|
|
||||||
Net income
|
|
|
|
243.1
|
|
|
|
243.1
|
|
6.8
|
|
|||||||
Other comprehensive (loss) income
|
|
|
|
|
|
32.7
|
|
32.7
|
|
|
|
|||||||
Stock-based compensation
|
|
22.3
|
|
|
|
|
|
22.3
|
|
|
|
|||||||
Acquisition/surrender of common shares
(1)
|
|
(27.2
|
)
|
(72.1
|
)
|
|
|
(99.3
|
)
|
|
|
|||||||
Cash dividends declared ($2.87 per share)
|
|
|
|
(157.9
|
)
|
|
|
(157.9
|
)
|
|
|
|||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(3.5
|
)
|
|||||||
Director's deferred compensation
|
|
0.5
|
|
|
|
0.5
|
|
|
||||||||||
BALANCE AT
DECEMBER 31, 2017
|
0.6
|
|
11.0
|
|
1,892.4
|
|
(269.8
|
)
|
1,634.2
|
|
13.7
|
|
||||||
Net income
|
|
|
|
360.2
|
|
|
|
360.2
|
|
5.9
|
|
|||||||
Other comprehensive (loss) income
|
|
|
|
|
|
(15.9
|
)
|
(15.9
|
)
|
|
|
|||||||
Stock-based compensation
|
|
24.2
|
|
|
|
|
|
24.2
|
|
|
|
|||||||
ASC 606 adoption to retained earnings
|
|
|
0.6
|
|
|
0.6
|
|
|
||||||||||
Acquisition/surrender of common shares
(1)
|
|
(34.5
|
)
|
(16.0
|
)
|
|
|
(50.5
|
)
|
|
|
|||||||
Cash dividends declared ($3.15 per share)
|
|
|
|
(172.8
|
)
|
|
|
(172.8
|
)
|
|
|
|||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(3.9
|
)
|
|||||||
Aclara noncontrolling interest
|
|
|
|
|
|
2.6
|
|
|||||||||||
Director's deferred compensation
|
|
0.6
|
|
|
|
0.6
|
|
|
||||||||||
BALANCE AT
DECEMBER 31, 2018
|
$
|
0.6
|
|
$
|
1.3
|
|
$
|
2,064.4
|
|
$
|
(285.7
|
)
|
$
|
1,780.6
|
|
$
|
18.3
|
|
44
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
45
|
46
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
47
|
48
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
49
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||||||
(in millions)
|
Dec 31, 2017
|
Sep 30, 2017
|
Jun 30, 2017
|
Mar 31, 2017
|
|
Dec 31, 2017
|
Dec 31, 2016
|
||||||||||||
Cost of goods sold
|
$
|
(0.9
|
)
|
$
|
(0.8
|
)
|
$
|
(0.8
|
)
|
$
|
(0.8
|
)
|
|
$
|
(3.3
|
)
|
$
|
(4.4
|
)
|
Selling & administrative expenses
|
(2.9
|
)
|
(3.0
|
)
|
(3.0
|
)
|
(2.9
|
)
|
|
(11.8
|
)
|
(7.6
|
)
|
||||||
Total operating expenses
|
(3.8
|
)
|
(3.8
|
)
|
(3.8
|
)
|
(3.7
|
)
|
|
(15.1
|
)
|
(12.0
|
)
|
||||||
Operating income
|
3.8
|
|
3.8
|
|
3.8
|
|
3.7
|
|
|
15.1
|
|
12.0
|
|
||||||
Total other expense
|
(3.8
|
)
|
(3.8
|
)
|
(3.8
|
)
|
(3.7
|
)
|
|
(15.1
|
)
|
(12.0
|
)
|
||||||
Net income
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
For the Twelve Months Ended December 31, 2018
|
||||||||
Income Statement
|
As Reported
|
Balances Without Adoption of ASC 606
|
Effect of Adoption Higher/(Lower)
|
||||||
Net sales
|
$
|
4,481.7
|
|
$
|
4,478.7
|
|
$
|
3.0
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
||||||
Cost of goods sold
|
$
|
3,181.3
|
|
$
|
3,178.3
|
|
$
|
3.0
|
|
50
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
As of December 31, 2018
|
||||||||
Balance Sheet
|
As Reported
|
Balances Without Adoption of ASC 606
|
Effect of Adoption Higher/(Lower)
|
||||||
ASSETS
|
|
|
|
||||||
Accounts receivable, net
|
$
|
725.4
|
|
$
|
708.7
|
|
$
|
16.7
|
|
Inventories, net
|
651.0
|
|
661.8
|
|
(10.8
|
)
|
|||
Other current assets
|
69.1
|
|
59.5
|
|
9.6
|
|
|||
Total Assets
|
$
|
4,872.1
|
|
$
|
4,856.6
|
|
$
|
15.5
|
|
|
|
|
|
||||||
LIABILITIES
|
|
|
|
||||||
Other accrued liabilities
|
$
|
226.6
|
|
$
|
211.7
|
|
$
|
14.9
|
|
Total Liabilities
|
$
|
3,073.2
|
|
$
|
3,058.3
|
|
$
|
14.9
|
|
|
|
|
|
||||||
EQUITY
|
|
|
|
||||||
Retained earnings
|
$
|
2,064.4
|
|
$
|
2,063.8
|
|
$
|
0.6
|
|
Total Equity
|
$
|
1,798.9
|
|
$
|
1,798.3
|
|
$
|
0.6
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
51
|
|
Twelve Months Ended December 31,
|
||||||||
|
2018
|
2017
|
2016
|
||||||
Net sales
|
|
|
|
||||||
Hubbell Commercial and Industrial
|
$
|
910.8
|
|
$
|
864.5
|
|
$
|
846.9
|
|
Hubbell Construction and Energy
|
799.7
|
|
732.6
|
|
667.5
|
|
|||
Hubbell Lighting
|
950.1
|
|
935.7
|
|
945.8
|
|
|||
Hubbell Power Systems
|
1,821.1
|
|
1,136.0
|
|
1,045.0
|
|
|||
Total net sales
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
$
|
3,505.2
|
|
|
Twelve Months Ended December 31, 2018
|
|
Twelve Months Ended December 31, 2017
|
|
Twelve Months Ended December 31, 2016
|
||||||||||||||||||||||||
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
||||||||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
United States
|
$
|
2,365.4
|
|
$
|
1,675.2
|
|
$
|
4,040.6
|
|
|
$
|
2,229.3
|
|
$
|
1,051.6
|
|
$
|
3,280.9
|
|
|
$
|
2,187.0
|
|
$
|
960.4
|
|
$
|
3,147.4
|
|
International
|
295.2
|
|
145.9
|
|
441.1
|
|
|
303.5
|
|
84.4
|
|
387.9
|
|
|
273.2
|
|
84.6
|
|
357.8
|
|
|||||||||
Total net sales
|
$
|
2,660.6
|
|
$
|
1,821.1
|
|
$
|
4,481.7
|
|
|
$
|
2,532.8
|
|
$
|
1,136.0
|
|
$
|
3,668.8
|
|
|
$
|
2,460.2
|
|
$
|
1,045.0
|
|
$
|
3,505.2
|
|
HUBBELL INCORPORATED
- Form 10-K
|
52
|
|
|
Accounts receivable
|
$
|
118.1
|
|
Inventories
|
73.5
|
|
|
Other current assets
|
8.5
|
|
|
Property, plant and equipment
|
30.9
|
|
|
Intangible assets
|
434.0
|
|
|
Accounts payable
|
(51.8
|
)
|
|
Other accrued liabilities
|
(93.3
|
)
|
|
Deferred tax liabilities, net
|
(42.1
|
)
|
|
Other non-current liabilities
|
(67.7
|
)
|
|
Noncontrolling interest
|
(2.5
|
)
|
|
Goodwill
|
708.7
|
|
|
Total Estimate of Consideration Transferred, Net of Cash Acquired
|
$
|
1,116.3
|
|
|
Estimated Fair Value
|
|
Weighted Average Estimated Useful Life
|
||
Patents, tradenames and trademarks
|
$
|
55.0
|
|
|
20.0
|
Customer relationships
|
194.0
|
|
|
18.0
|
|
Developed technology
|
185.0
|
|
|
13.0
|
|
Total
|
$
|
434.0
|
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Selling & administrative expense
|
$
|
9.5
|
|
|
$
|
6.7
|
|
Interest expense
|
3.3
|
|
|
0.4
|
|
||
Total Aclara Transaction Costs
|
$
|
12.8
|
|
|
$
|
7.1
|
|
HUBBELL INCORPORATED
- Form 10-K
|
53
|
(pre-tax in millions, except per share amounts)
|
Twelve Months Ended December 31,
|
|
Per Diluted Share
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Aclara transaction costs incurred in 2018
(1)
|
$
|
12.8
|
|
|
$
|
(12.8
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.16
|
)
|
Intangible amortization and inventory step up
(2)
|
1.3
|
|
|
(44.3
|
)
|
|
0.02
|
|
|
(0.50
|
)
|
||||
Interest expense
(3)
|
3.8
|
|
|
(27.6
|
)
|
|
0.05
|
|
|
(0.31
|
)
|
(in millions, except per share amounts)
|
Twelve Months Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net sales
|
$
|
4,531.2
|
|
|
$
|
4,180.9
|
|
Net income attributable to Hubbell
|
$
|
376.4
|
|
|
$
|
209.8
|
|
Earnings Per Share:
|
|
|
|
||||
Basic
|
$
|
6.86
|
|
|
$
|
3.82
|
|
Diluted
|
$
|
6.83
|
|
|
$
|
3.81
|
|
HUBBELL INCORPORATED
- Form 10-K
|
54
|
|
|
|
2018
|
|
2017
|
|
||
Trade accounts receivable
|
$
|
739.1
|
|
$
|
576.3
|
|
Non-trade receivables
|
26.2
|
|
19.1
|
|
||
Accounts receivable, gross
|
765.3
|
|
595.4
|
|
||
Allowance for credit memos, returns and cash discounts
(1)
|
(35.1
|
)
|
(50.5
|
)
|
||
Allowance for doubtful accounts
|
(4.8
|
)
|
(4.6
|
)
|
||
Total allowances
|
(39.9
|
)
|
(55.1
|
)
|
||
ACCOUNTS RECEIVABLE, NET
|
$
|
725.4
|
|
$
|
540.3
|
|
|
|
|
2018
|
|
2017
|
|
||
Raw material
|
$
|
220.2
|
|
$
|
190.0
|
|
Work-in-process
|
110.3
|
|
115.8
|
|
||
Finished goods
|
402.3
|
|
390.5
|
|
||
|
732.8
|
|
696.3
|
|
||
Excess of FIFO over LIFO cost basis
|
(81.8
|
)
|
(61.6
|
)
|
||
INVENTORIES, NET
|
$
|
651.0
|
|
$
|
634.7
|
|
HUBBELL INCORPORATED
- Form 10-K
|
55
|
|
|
|
Segment
|
|
|||||||
|
Electrical
|
|
Power
|
|
Total
|
|
|||
BALANCE AT DECEMBER 31, 2016
|
$
|
652.0
|
|
$
|
339.0
|
|
$
|
991.0
|
|
Current year acquisitions
|
58.7
|
|
29.8
|
|
88.5
|
|
|||
Foreign currency translation and prior year acquisitions
|
6.9
|
|
2.6
|
|
9.5
|
|
|||
BALANCE AT DECEMBER 31, 2017
|
$
|
717.6
|
|
$
|
371.4
|
|
$
|
1,089.0
|
|
Current year acquisitions
|
—
|
|
708.7
|
|
708.7
|
|
|||
Foreign currency translation and prior year acquisitions
|
(3.5
|
)
|
(9.8
|
)
|
(13.3
|
)
|
|||
BALANCE AT DECEMBER 31, 2018
|
$
|
714.1
|
|
$
|
1,070.3
|
|
$
|
1,784.4
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Gross Amount
|
|
Accumulated
Amortization
|
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
||||
Definite-lived:
|
|
|
|
|
|
|
|
|
|
||||
Patents, tradenames and trademarks
|
$
|
204.4
|
|
$
|
(58.6
|
)
|
|
$
|
151.4
|
|
$
|
(50.1
|
)
|
Customer/agent relationships and other
|
833.0
|
|
(212.6
|
)
|
|
462.0
|
|
(156.7
|
)
|
||||
TOTAL DEFINITE-LIVED INTANGIBLES
|
1,037.4
|
|
(271.2
|
)
|
|
613.4
|
|
(206.8
|
)
|
||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
||||
Tradenames and other
|
53.3
|
|
—
|
|
|
53.8
|
|
—
|
|
||||
TOTAL INTANGIBLE ASSETS
|
$
|
1,090.7
|
|
$
|
(271.2
|
)
|
|
$
|
667.2
|
|
$
|
(206.8
|
)
|
56
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
|
Amortized
Cost
|
|
Fair Value
|
|
||
Available-for-sale securities
|
|
|
|
|
||
Due within 1 year
|
$
|
9.2
|
|
$
|
9.2
|
|
After 1 year but within 5 years
|
28.8
|
|
26.0
|
|
||
After 5 years but within 10 years
|
13.4
|
|
13.4
|
|
||
Due after 10 years
|
2.6
|
|
2.6
|
|
||
TOTAL
|
$
|
54.0
|
|
$
|
51.2
|
|
|
|
|
2018
|
|
2017
|
|
||
Land
|
$
|
42.2
|
|
$
|
40.0
|
|
Buildings and improvements
|
277.3
|
|
272.2
|
|
||
Machinery, tools, and equipment
|
863.5
|
|
806.2
|
|
||
Construction-in-progress
|
46.2
|
|
43.4
|
|
||
Gross property, plant, and equipment
|
1,229.2
|
|
1,161.8
|
|
||
Less accumulated depreciation
|
(727.1
|
)
|
(703.5
|
)
|
||
PROPERTY, PLANT, AND EQUIPMENT, NET
|
$
|
502.1
|
|
$
|
458.3
|
|
HUBBELL INCORPORATED
- Form 10-K
|
57
|
|
|
|
2018
|
|
2017
|
|
||
Customer program incentives
|
$
|
52.4
|
|
$
|
41.2
|
|
Accrued income taxes
|
3.4
|
|
27.5
|
|
||
Contract liabilities - deferred revenue
|
27.7
|
|
10.2
|
|
||
Customer refund liability
|
15.3
|
|
—
|
|
||
Accrued warranties
(1)
|
33.5
|
|
14.0
|
|
||
Other
|
94.3
|
|
82.0
|
|
||
TOTAL
|
$
|
226.6
|
|
$
|
174.9
|
|
|
|
|
2018
|
|
2017
|
|
||
Pensions
|
$
|
177.0
|
|
$
|
213.2
|
|
Other post-employment benefits
|
23.7
|
|
24.6
|
|
||
Deferred tax liabilities
|
120.0
|
|
23.7
|
|
||
Accrued warranties long-term
(1)
|
59.2
|
|
—
|
|
||
Other
|
116.9
|
|
118.0
|
|
||
TOTAL
|
$
|
496.8
|
|
$
|
379.5
|
|
58
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
59
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
956.1
|
|
$
|
917.4
|
|
|
$
|
27.0
|
|
$
|
26.2
|
|
Acquisitions
|
1.3
|
|
—
|
|
|
—
|
|
—
|
|
||||
Service cost
|
3.8
|
|
5.9
|
|
|
0.1
|
|
0.1
|
|
||||
Interest cost
|
34.3
|
|
37.2
|
|
|
1.0
|
|
1.0
|
|
||||
Plan participants’ contributions
|
0.4
|
|
0.6
|
|
|
—
|
|
—
|
|
||||
Amendments
|
3.6
|
|
0.3
|
|
|
—
|
|
—
|
|
||||
Actuarial loss/(gain)
|
(72.4
|
)
|
29.7
|
|
|
(0.5
|
)
|
1.4
|
|
||||
Curtailment gain
|
(5.7
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Currency impact
|
(5.7
|
)
|
9.7
|
|
|
—
|
|
—
|
|
||||
Other
|
(0.5
|
)
|
(0.4
|
)
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(70.9
|
)
|
(44.3
|
)
|
|
(1.5
|
)
|
(1.7
|
)
|
||||
Benefit obligation at end of year
|
$
|
844.3
|
|
$
|
956.1
|
|
|
$
|
26.1
|
|
$
|
27.0
|
|
Change in plan assets
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
738.8
|
|
$
|
705.1
|
|
|
$
|
—
|
|
$
|
—
|
|
Acquisitions
|
1.2
|
|
—
|
|
|
—
|
|
—
|
|
||||
Actual return on plan assets
|
(27.5
|
)
|
58.6
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
34.0
|
|
9.8
|
|
|
1.5
|
|
1.7
|
|
||||
Plan participants’ contributions
|
0.4
|
|
0.6
|
|
|
—
|
|
—
|
|
||||
Currency impact
|
(5.9
|
)
|
9.0
|
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(70.9
|
)
|
(44.3
|
)
|
|
(1.5
|
)
|
(1.7
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
670.1
|
|
$
|
738.8
|
|
|
$
|
—
|
|
$
|
—
|
|
FUNDED STATUS
|
$
|
(174.2
|
)
|
$
|
(217.3
|
)
|
|
$
|
(26.1
|
)
|
$
|
(27.0
|
)
|
Amounts recognized in the consolidated balance sheet consist of:
|
|
|
|
|
|
||||||||
Prepaid pensions (included in Other long-term assets)
|
$
|
8.0
|
|
$
|
1.5
|
|
|
$
|
—
|
|
$
|
—
|
|
Accrued benefit liability (short-term and long-term)
|
(182.2
|
)
|
(218.8
|
)
|
|
(26.1
|
)
|
(27.0
|
)
|
||||
NET AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET
|
$
|
(174.2
|
)
|
$
|
(217.3
|
)
|
|
$
|
(26.1
|
)
|
$
|
(27.0
|
)
|
Amounts recognized in Accumulated other comprehensive loss (income) consist of:
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
240.8
|
|
$
|
270.1
|
|
|
$
|
2.4
|
|
$
|
3.0
|
|
Prior service cost (credit)
|
4.1
|
|
0.6
|
|
|
(1.3
|
)
|
(2.3
|
)
|
||||
NET AMOUNT RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS
|
$
|
244.9
|
|
$
|
270.7
|
|
|
$
|
1.1
|
|
$
|
0.7
|
|
|
2018
|
|
2017
|
|
||
Projected benefit obligation
|
$
|
744.0
|
|
$
|
842.7
|
|
Accumulated benefit obligation
|
$
|
735.4
|
|
$
|
826.5
|
|
Fair value of plan assets
|
$
|
561.7
|
|
$
|
626.3
|
|
60
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
3.8
|
|
$
|
5.9
|
|
$
|
12.9
|
|
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
—
|
|
Interest cost
|
34.3
|
|
37.2
|
|
41.9
|
|
|
1.0
|
|
1.0
|
|
1.2
|
|
||||||
Expected return on plan assets
|
(33.5
|
)
|
(34.1
|
)
|
(44.3
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.1
|
|
0.1
|
|
0.1
|
|
|
(0.8
|
)
|
(1.0
|
)
|
(1.0
|
)
|
||||||
Amortization of actuarial losses (gains)
|
10.5
|
|
11.4
|
|
13.9
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment and settlement losses
|
—
|
|
0.4
|
|
0.2
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
15.2
|
|
$
|
20.9
|
|
$
|
24.7
|
|
|
$
|
0.3
|
|
$
|
0.1
|
|
$
|
0.2
|
|
Changes recognized in other comprehensive loss (income), before tax:
|
|
|
|
|
|
|
|
||||||||||||
Current year net actuarial loss (gain)
|
$
|
(15.8
|
)
|
$
|
4.2
|
|
$
|
72.0
|
|
|
$
|
(0.4
|
)
|
$
|
1.4
|
|
$
|
0.2
|
|
Current year prior service credit
|
2.0
|
|
0.3
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
|
1.0
|
|
1.0
|
|
1.0
|
|
||||||
Amortization of net actuarial (losses) gains
|
(10.5
|
)
|
(11.4
|
)
|
(13.9
|
)
|
|
(0.2
|
)
|
—
|
|
—
|
|
||||||
Currency impact
|
(1.3
|
)
|
3.5
|
|
(4.0
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Other adjustments
|
—
|
|
(0.4
|
)
|
(0.2
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Total recognized in other comprehensive loss
|
(25.7
|
)
|
(3.9
|
)
|
53.8
|
|
|
0.4
|
|
2.4
|
|
1.2
|
|
||||||
TOTAL RECOGNIZED IN NET PERIODIC PENSION COST AND OTHER COMPREHENSIVE LOSS
|
$
|
(10.5
|
)
|
$
|
17.0
|
|
$
|
78.5
|
|
|
$
|
0.7
|
|
$
|
2.5
|
|
$
|
1.4
|
|
HUBBELL INCORPORATED
- Form 10-K
|
61
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.24
|
%
|
3.67
|
%
|
4.12
|
%
|
|
4.40
|
%
|
3.70
|
%
|
4.10
|
%
|
Rate of compensation increase
|
3.25
|
%
|
3.24
|
%
|
3.55
|
%
|
|
4.05
|
%
|
4.00
|
%
|
3.93
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.67
|
%
|
4.12
|
%
|
4.71
|
%
|
|
3.70
|
%
|
4.10
|
%
|
4.60
|
%
|
Expected return on plan assets
|
4.68
|
%
|
4.94
|
%
|
6.04
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
3.25
|
%
|
3.55
|
%
|
3.59
|
%
|
|
4.00
|
%
|
3.93
|
%
|
3.92
|
%
|
62
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Other Benefits
|
|||||
|
2018
|
|
2017
|
|
2016
|
|
Assumed health care cost trend rates at December 31,
|
|
|
|
|
|
|
Health care cost trend assumed for next year
|
6.8
|
%
|
7.0
|
%
|
7.2
|
%
|
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
|
|
|
Percentage of Plan Assets
|
|||||
|
Target
|
Actual
|
||||
Asset Category
|
2019
|
|
2018
|
|
2017
|
|
Equity securities
|
22
|
%
|
19
|
%
|
18
|
%
|
Debt securities & Cash
|
64
|
%
|
67
|
%
|
65
|
%
|
Alternative Investments
|
14
|
%
|
14
|
%
|
17
|
%
|
TOTAL
|
100
|
%
|
100
|
%
|
100
|
%
|
HUBBELL INCORPORATED
- Form 10-K
|
63
|
|
|
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
|
$
|
47.0
|
|
$
|
47.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. Large-cap
(a)
|
8.2
|
|
8.2
|
|
—
|
|
—
|
|
—
|
|
|||||
U.S. Mid-cap and Small-cap Growth
(b)
|
3.1
|
|
3.1
|
|
—
|
|
—
|
|
—
|
|
|||||
International Large-cap
|
8.6
|
|
8.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Emerging Markets
(c)
|
13.3
|
|
8.1
|
|
5.2
|
|
—
|
|
—
|
|
|||||
Common Pooled Equity Funds
(d)
|
12.7
|
|
—
|
|
12.7
|
|
—
|
|
—
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
378.0
|
|
—
|
|
378.0
|
|
—
|
|
—
|
|
|||||
Corporate Bonds
(e)
|
0.3
|
|
0.3
|
|
—
|
|
—
|
|
—
|
|
|||||
Asset Backed Securities and Other
|
22.8
|
|
—
|
|
22.8
|
|
—
|
|
—
|
|
|||||
Common Pooled Fixed Income Funds
(f)
|
61.8
|
|
—
|
|
57.6
|
|
—
|
|
4.2
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||
Assets
(g)
|
8.2
|
|
8.0
|
|
0.2
|
|
—
|
|
—
|
|
|||||
(Liabilities)
(g)
|
(7.9
|
)
|
(6.9
|
)
|
(1.0
|
)
|
—
|
|
—
|
|
|||||
Alternative Investment Funds
(h)
|
96.8
|
|
11.6
|
|
3.3
|
|
—
|
|
81.9
|
|
|||||
Common Pooled Funds
(i)
|
17.7
|
|
0.9
|
|
16.8
|
|
—
|
|
—
|
|
|||||
BALANCE AT DECEMBER 31, 2018
|
$
|
670.6
|
|
$
|
88.9
|
|
$
|
495.6
|
|
$
|
—
|
|
$
|
86.1
|
|
|
|
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
|
$
|
47.9
|
|
$
|
47.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. Large-cap
(a)
|
15.6
|
|
15.6
|
|
—
|
|
—
|
|
—
|
|
|||||
U.S. Mid-cap and Small-cap Growth
(b)
|
3.1
|
|
3.1
|
|
—
|
|
—
|
|
—
|
|
|||||
International Large-cap
|
30.9
|
|
30.9
|
|
—
|
|
—
|
|
—
|
|
|||||
Emerging Markets
(c)
|
8.6
|
|
8.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasuries
|
402.2
|
|
—
|
|
402.2
|
|
—
|
|
—
|
|
|||||
Corporate Bonds
(e)
|
10.6
|
|
0.3
|
|
10.3
|
|
—
|
|
—
|
|
|||||
Asset Backed Securities and Other
|
75.6
|
|
—
|
|
75.6
|
|
—
|
|
—
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|||||||
Assets
(g)
|
4.6
|
|
1.5
|
|
3.1
|
|
—
|
|
—
|
|
|||||
(Liabilities)
(g)
|
(1.3
|
)
|
0.1
|
|
(1.4
|
)
|
—
|
|
—
|
|
|||||
Alternative Investment Funds
(h)
|
123.0
|
|
50.6
|
|
—
|
|
—
|
|
72.4
|
|
|||||
Common Pooled Funds
(i)
|
18.0
|
|
0.8
|
|
17.2
|
|
—
|
|
—
|
|
|||||
BALANCE AT DECEMBER 31, 2017
|
$
|
738.8
|
|
$
|
159.4
|
|
$
|
507.0
|
|
$
|
—
|
|
$
|
72.4
|
|
(a)
|
Includes an actively managed portfolio of large-cap U.S. stocks.
|
(b)
|
Includes an investment in a small cap open ended mutual fund.
|
(c)
|
Includes open ended emerging markets mutual funds.
|
(d)
|
Investments in Common Pooled Equity Funds, including funds and fund products investing in various equity securities
|
(e)
|
Includes primarily investment grade bonds from diverse industries
|
(f)
|
Investments in Common Pooled Fixed Income Funds, including funds and fund products investing in various fixed income investments
|
(g)
|
Includes primarily U.S. and foreign equity futures as well as foreign fixed income futures and positions in U.S. Treasury futures to adjust the duration of the portfolio.
|
(h)
|
Includes investments in hedge funds, including fund of funds products and open end mutual funds
|
(i)
|
Investments in Common Pooled Funds, consisting of equities and fixed income securities
|
64
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Pension
Benefits
|
|
Other Benefits
|
|
||
2019
|
$
|
50.3
|
|
$
|
2.4
|
|
2020
|
$
|
50.5
|
|
$
|
2.3
|
|
2021
|
$
|
51.8
|
|
$
|
2.3
|
|
2022
|
$
|
53.6
|
|
$
|
2.1
|
|
2023
|
$
|
54.0
|
|
$
|
2.0
|
|
2024-2028
|
$
|
268.9
|
|
$
|
8.7
|
|
|
|
|
Maturity
|
2018
|
2017
|
||||
Senior notes at 3.625%
|
2022
|
298.3
|
|
297.9
|
|
||
Senior notes at 3.35%
|
2026
|
395.1
|
|
394.4
|
|
||
Senior notes at 3.15%
|
2027
|
295.4
|
|
294.8
|
|
||
Senior notes at 3.50%
|
2028
|
443.3
|
|
—
|
|
||
Term loan, net of current portion of $25 million
|
2023
|
305.0
|
|
—
|
|
||
TOTAL LONG-TERM DEBT
(a)
|
|
$
|
1,737.1
|
|
$
|
987.1
|
|
HUBBELL INCORPORATED
- Form 10-K
|
65
|
◦
|
$26.0 million
and
$63.0 million
of commercial paper borrowings outstanding at
December 31, 2018
and 2017 respectively.
|
◦
|
Long-term debt classified as short-term within current liabilities in the Consolidated Balance Sheets, reflecting maturities within the next 12 months related to borrowings under the Term Loan, at December 31, 2018.
|
◦
|
$5.1 million
of other borrowings to support our international operations in China at December 31, 2018 and 2017 respectively.
|
|
2018
|
2017
|
||
Interest rate on short-term debt:
|
|
|
|
|
At year end
|
3.21
|
%
|
1.95
|
%
|
Paid during the year (weighted average)
|
2.43
|
%
|
2.24
|
%
|
66
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
|||
Income before income taxes:
|
|
|
|
||||||
United States
|
$
|
360.8
|
|
$
|
354.7
|
|
$
|
349.5
|
|
International
|
106.2
|
|
88.4
|
|
80.9
|
|
|||
TOTAL INCOME BEFORE INCOME TAXES
|
$
|
467.0
|
|
$
|
443.1
|
|
$
|
430.4
|
|
Provision for income taxes — current:
|
|
|
|
|
|||||
Federal
|
$
|
12.3
|
|
$
|
164.1
|
|
$
|
85.5
|
|
State
|
21.8
|
|
15.3
|
|
17.4
|
|
|||
International
|
17.8
|
|
28.1
|
|
17.0
|
|
|||
Total provision — current
|
51.9
|
|
207.5
|
|
119.9
|
|
|||
Provision for income taxes — deferred:
|
|
|
|
|
|
|
|||
Federal
|
35.0
|
|
(10.4
|
)
|
13.5
|
|
|||
State
|
9.4
|
|
(0.9
|
)
|
1.3
|
|
|||
International
|
4.6
|
|
(3.0
|
)
|
(2.1
|
)
|
|||
Total provision — deferred
|
49.0
|
|
(14.3
|
)
|
12.7
|
|
|||
TOTAL PROVISION FOR INCOME TAXES
|
$
|
100.9
|
|
$
|
193.2
|
|
$
|
132.6
|
|
HUBBELL INCORPORATED
- Form 10-K
|
67
|
|
2018
|
|
2017
|
|
||
Deferred tax assets:
|
|
|
||||
Inventories
|
$
|
6.2
|
|
$
|
5.2
|
|
Income tax credits
|
24.5
|
|
21.0
|
|
||
Accrued liabilities
|
35.9
|
|
17.2
|
|
||
Pension
|
49.6
|
|
55.8
|
|
||
Post retirement and post employment benefits
|
6.6
|
|
6.5
|
|
||
Stock-based compensation
|
13.1
|
|
13.4
|
|
||
Net operating loss carryforwards
|
22.2
|
|
19.0
|
|
||
Miscellaneous other
|
8.8
|
|
10.7
|
|
||
Gross deferred tax assets
|
166.9
|
|
148.8
|
|
||
Valuation allowance
|
(21.8
|
)
|
(19.4
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
145.1
|
|
129.4
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||
Liability on undistributed foreign earnings
|
(10.9
|
)
|
—
|
|
||
Goodwill and Intangibles
|
(206.4
|
)
|
(116.5
|
)
|
||
Property, plant, and equipment
|
(41.4
|
)
|
(30.3
|
)
|
||
Total deferred tax liabilities
|
(258.7
|
)
|
(146.8
|
)
|
||
TOTAL NET DEFERRED TAX LIABILITY
|
$
|
(113.6
|
)
|
$
|
(17.4
|
)
|
Deferred taxes are reflected in the Consolidated Balance Sheet as follows:
|
|
|
|
|
||
Non-current tax assets (included in Other long-term assets)
|
6.4
|
|
6.3
|
|
||
Non-current tax liabilities (included in Other Non-Current Liabilities)
|
(120.0
|
)
|
(23.7
|
)
|
||
TOTAL NET DEFERRED TAX LIABILITY
|
$
|
(113.6
|
)
|
$
|
(17.4
|
)
|
Jurisdiction
|
Open Years
|
United States
|
2015-2018
|
UK
|
2017-2018
|
Puerto Rico
|
2014-2018
|
Canada
|
2013-2018
|
68
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
2018
|
|
2017
|
|
2016
|
|
|||
Unrecognized tax benefits at beginning of year
|
$
|
29.5
|
|
$
|
20.2
|
|
$
|
20.3
|
|
Additions based on tax positions relating to the current year
|
3.8
|
|
13.6
|
|
2.8
|
|
|||
Reductions based on expiration of statute of limitations
|
(1.7
|
)
|
(1.4
|
)
|
(5.7
|
)
|
|||
Additions to tax positions relating to previous years
|
7.4
|
|
1.0
|
|
2.9
|
|
|||
Settlements
|
(0.1
|
)
|
(3.9
|
)
|
(0.1
|
)
|
|||
TOTAL UNRECOGNIZED TAX BENEFITS
|
$
|
38.9
|
|
$
|
29.5
|
|
$
|
20.2
|
|
|
2018
|
|
2017
|
|
2016
|
|
Federal statutory income tax rate
|
21.0
|
%
|
35.0
|
%
|
35.0
|
%
|
State income taxes, net of federal benefit
|
4.5
|
|
1.2
|
|
2.4
|
|
Foreign income taxes
|
(1.1
|
)
|
(3.1
|
)
|
(3.4
|
)
|
TCJA and related
|
(1.3
|
)
|
12.8
|
|
—
|
|
Other, net
|
(1.5
|
)
|
(2.3
|
)
|
(3.2
|
)
|
CONSOLIDATED EFFECTIVE INCOME TAX RATE
|
21.6
|
%
|
43.6
|
%
|
30.8
|
%
|
HUBBELL INCORPORATED
- Form 10-K
|
69
|
|
|
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
|
70
|
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)
|
$
|
15.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15.1
|
|
Time Deposits
(a)
|
—
|
|
20.9
|
|
—
|
|
20.9
|
|
||||
Available for sale investments
|
—
|
|
48.9
|
|
2.3
|
|
51.2
|
|
||||
Trading securities
|
14.3
|
|
—
|
|
—
|
|
14.3
|
|
||||
Deferred compensation plan liabilities
|
(14.3
|
)
|
—
|
|
—
|
|
(14.3
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets
(b)
|
—
|
|
1.6
|
|
—
|
|
1.6
|
|
||||
Forward exchange contracts-(Liabilities)
(c)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
BALANCE AT DECEMBER 31, 2018
|
$
|
15.1
|
|
$
|
71.4
|
|
$
|
2.3
|
|
$
|
88.8
|
|
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)
|
$
|
126.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
126.9
|
|
Available-for-sale investments
|
—
|
|
54.3
|
|
4.1
|
|
58.4
|
|
||||
Trading securities
|
13.8
|
|
—
|
|
—
|
|
13.8
|
|
||||
Deferred compensation plan liabilities
|
(13.8
|
)
|
—
|
|
—
|
|
(13.8
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets
(b)
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||
Forward exchange contracts-(Liabilities)
(c)
|
—
|
|
(0.7
|
)
|
—
|
|
(0.7
|
)
|
||||
BALANCE AT DECEMBER 31, 2017
|
$
|
126.9
|
|
$
|
53.8
|
|
$
|
4.1
|
|
$
|
184.8
|
|
(a)
|
Money market funds and time deposits 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
|
71
|
|
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), net of tax
|
||||||||||
Derivative Instrument
|
2018
|
|
2017
|
|
(Effective Portion)
|
2018
|
|
2017
|
|
||||
Forward exchange contract
|
$
|
1.9
|
|
$
|
(1.7
|
)
|
Net sales
|
$
|
0.1
|
|
$
|
(0.3
|
)
|
|
|
|
Cost of goods sold
|
$
|
0.2
|
|
$
|
(0.6
|
)
|
72
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
73
|
|
|
|
Common Stock
|
|
OUTSTANDING AT DECEMBER 31, 2015
|
57,837
|
|
Exercise of stock options/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
|
|
Exercise of stock appreciation rights
|
53
|
|
Director compensation arrangements, net
|
10
|
|
Restricted/performance shares activity, net of forfeitures
|
89
|
|
Acquisition/surrender of shares
|
(802
|
)
|
OUTSTANDING AT DECEMBER 31, 2017
|
54,882
|
|
Exercise of stock appreciation rights
|
66
|
|
Director compensation arrangements, net
|
11
|
|
Restricted/performance shares activity, net of forfeitures
|
165
|
|
Acquisition/surrender of shares
|
(409
|
)
|
OUTSTANDING AT DECEMBER 31, 2018
|
54,715
|
|
|
Common Stock
|
|
|
||
Future grant of stock-based compensation
|
2,170
|
|
Shares reserved under other equity compensation plans
|
156
|
|
TOTAL
|
2,326
|
|
74
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
HUBBELL INCORPORATED
- Form 10-K
|
75
|
Grant Date
|
Stock Price on Measurement Date
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value
|
||||||
2017
|
$
|
127.51
|
|
24.7
|
%
|
1.9
|
%
|
3 Years
|
$
|
119.88
|
|
2016
|
$
|
113.69
|
|
25.6
|
%
|
1.4
|
%
|
3 Years
|
$
|
104.93
|
|
|
Shares
|
Weighted Average Grant Date Fair Value/Share
|
|||
RESTRICTED STOCK AT DECEMBER 31, 2017
|
239
|
|
$
|
108.51
|
|
Shares granted
|
134
|
|
108.74
|
|
|
Shares vested
|
(80
|
)
|
107.59
|
|
|
Shares forfeited
|
(9
|
)
|
122.62
|
|
|
RESTRICTED STOCK AT DECEMBER 31, 2018
|
284
|
|
$
|
108.40
|
|
|
Number of Rights
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
|||||
OUTSTANDING AT DECEMBER 31, 2017
|
2,042
|
|
$
|
103.59
|
|
|
|
|
|
Granted
|
369
|
|
107.23
|
|
|
|
|
||
Exercised
|
(279
|
)
|
81.21
|
|
|
|
|
||
Forfeited
|
(21
|
)
|
121.33
|
|
|
|
|
||
Canceled
|
—
|
|
—
|
|
|
|
|||
OUTSTANDING AT DECEMBER 31, 2018
|
2,111
|
|
$
|
107.01
|
|
7.3 Years
|
$
|
6,685
|
|
EXERCISABLE AT DECEMBER 31, 2018
|
1,342
|
|
$
|
102.19
|
|
6.2 Years
|
$
|
6,685
|
|
76
|
HUBBELL INCORPORATED
-
Form 10-K
|
Grant Date
|
Expected Dividend Yield
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value of 1 SAR
|
|||||
2018
|
2.9
|
%
|
21.7
|
%
|
2.8
|
%
|
5.5 Years
|
$
|
18.23
|
|
2017
|
2.6
|
%
|
18.0
|
%
|
2.2
|
%
|
5.5 Years
|
$
|
17.45
|
|
2016
|
2.6
|
%
|
22.3
|
%
|
1.9
|
%
|
5.5 Years
|
$
|
18.76
|
|
Grant Date
|
Shares Outstanding at 12/31/2018
|
Fair Value
|
Performance Period
|
Payout Range
|
||||
2018
|
60,008
|
$
|
98.80
|
|
Jan 2019-Dec 2021
|
0-200% +/- 20%
|
HUBBELL INCORPORATED
- Form 10-K
|
77
|
Grant Date
|
Stock Price on Measurement Date
|
Dividend Yield
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value
|
|||||||
2017
|
$
|
127.51
|
|
2.4
|
%
|
24.7
|
%
|
1.9
|
%
|
3 Years
|
$
|
142.89
|
|
2016
|
$
|
113.69
|
|
2.5
|
%
|
25.6
|
%
|
1.4
|
%
|
3 Years
|
$
|
126.65
|
|
Grant Date
|
Shares Outstanding at 12/31/2018
|
Fair Value
|
Performance Period
|
Payout Range
|
|||
2017
|
23,138
|
118.55
|
|
Jan 2018-Dec 2020
|
0-250%
|
||
2016
|
26,996
|
105.48
|
|
Jan 2017-Dec 2019
|
0-250%
|
||
2015
|
29,818
|
97.48
|
|
Jan 2016-Dec 2018
|
0-250%
|
78
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
|||
Numerator:
|
|
|
|
|
|
|
|||
Net income attributable to Hubbell
|
$
|
360.2
|
|
$
|
243.1
|
|
$
|
293.0
|
|
Less: Earnings allocated to participating securities
|
(1.3
|
)
|
(0.8
|
)
|
(0.9
|
)
|
|||
Net income available to common shareholders
|
$
|
358.9
|
|
$
|
242.3
|
|
$
|
292.1
|
|
Denominator:
|
|
|
|
|
|||||
Average number of common shares outstanding
|
54.6
|
|
54.8
|
|
55.5
|
|
|||
Potential dilutive shares
|
0.3
|
|
0.3
|
|
0.2
|
|
|||
Average number of diluted shares outstanding
|
54.9
|
|
55.1
|
|
55.7
|
|
|||
Earnings per share:
|
|
|
|
|
|||||
Basic
|
$
|
6.57
|
|
$
|
4.42
|
|
$
|
5.26
|
|
Diluted
|
$
|
6.54
|
|
$
|
4.39
|
|
$
|
5.24
|
|
HUBBELL INCORPORATED
- Form 10-K
|
79
|
|
|
(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, 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
|
)
|
Other comprehensive income (loss) before Reclassifications
|
(1.7
|
)
|
0.6
|
|
(3.4
|
)
|
28.9
|
|
24.4
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
0.9
|
|
—
|
|
7.4
|
|
-
|
|
8.3
|
|
|||||
Current period other comprehensive income (loss)
|
(0.8
|
)
|
0.6
|
|
4.0
|
|
28.9
|
|
32.7
|
|
|||||
BALANCE AT DECEMBER 31, 2017
|
$
|
(0.8
|
)
|
$
|
(0.6
|
)
|
$
|
(176.5
|
)
|
$
|
(91.9
|
)
|
$
|
(269.8
|
)
|
Other comprehensive income (loss) before Reclassifications
|
1.9
|
|
(1.4
|
)
|
10.4
|
|
(33.9
|
)
|
(23.0
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.3
|
)
|
—
|
|
7.4
|
|
—
|
|
7.1
|
|
|||||
Current period other comprehensive income (loss)
|
1.6
|
|
(1.4
|
)
|
17.8
|
|
(33.9
|
)
|
(15.9
|
)
|
|||||
BALANCE AT DECEMBER 31, 2018
|
$
|
0.8
|
|
$
|
(2.0
|
)
|
$
|
(158.7
|
)
|
$
|
(125.8
|
)
|
$
|
(285.7
|
)
|
Details about Accumulated Other Comprehensive Loss Components
|
2018
|
|
|
2017
|
|
|
Location of Gain (Loss)
Reclassified into Income
|
||
Cash flow hedges gain (loss):
|
|
|
|
|
|
|
|||
Forward exchange contracts
|
$
|
0.1
|
|
|
$
|
(0.4
|
)
|
|
Net Sales
|
|
0.3
|
|
|
(0.9
|
)
|
|
Cost of goods sold
|
||
|
0.4
|
|
|
(1.3
|
)
|
|
Total before tax
|
||
|
(0.1
|
)
|
|
0.4
|
|
|
Tax (expense) benefit
|
||
|
$
|
0.3
|
|
|
$
|
(0.9
|
)
|
|
Gain (loss) net of tax
|
Amortization of defined benefit pension and post retirement benefit items:
|
|
|
|
|
|
|
|
||
Prior-service costs
|
$
|
0.9
|
|
(a)
|
$
|
0.9
|
|
(a)
|
|
Actuarial gains/(losses)
|
(10.7
|
)
|
(a)
|
(11.4
|
)
|
(a)
|
|
||
Settlement and curtailment losses
|
—
|
|
(a)
|
(0.4
|
)
|
(a)
|
|
||
|
(9.8
|
)
|
|
(10.9
|
)
|
|
Total before tax
|
||
|
2.4
|
|
|
3.5
|
|
|
Tax benefit (expense)
|
||
|
$
|
(7.4
|
)
|
|
$
|
(7.4
|
)
|
|
(Loss) gain net of tax
|
Losses reclassified into earnings
|
$
|
(7.1
|
)
|
|
$
|
(8.3
|
)
|
|
(Loss) gain net of tax
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits for additional details).
|
80
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
•
|
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.
|
HUBBELL INCORPORATED
- Form 10-K
|
81
|
|
2018
|
|
2017
|
|
2016
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
2,660.6
|
|
$
|
2,532.8
|
|
$
|
2,460.2
|
|
Power
|
1,821.1
|
|
1,136.0
|
|
1,045.0
|
|
|||
TOTAL NET SALES
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
$
|
3,505.2
|
|
Operating Income:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
320.8
|
|
$
|
294.0
|
|
$
|
276.4
|
|
Power
|
236.1
|
|
224.8
|
|
213.4
|
|
|||
Operating Income
|
$
|
556.9
|
|
$
|
518.8
|
|
$
|
489.8
|
|
Interest expense
|
(72.4
|
)
|
(44.9
|
)
|
(43.4
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
(10.1
|
)
|
—
|
|
|||
Investment income and other expense, net
|
(17.5
|
)
|
(20.7
|
)
|
(16.0
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
$
|
467.0
|
|
$
|
443.1
|
|
$
|
430.4
|
|
Assets:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
2,228.5
|
|
$
|
2,344.7
|
|
$
|
2,246.0
|
|
Power
|
2,395.8
|
|
1,102.2
|
|
911.5
|
|
|||
General Corporate
|
247.8
|
|
273.7
|
|
367.5
|
|
|||
TOTAL ASSETS
|
$
|
4,872.1
|
|
$
|
3,720.6
|
|
$
|
3,525.0
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
53.0
|
|
$
|
48.0
|
|
$
|
43.4
|
|
Power
|
36.8
|
|
29.0
|
|
22.7
|
|
|||
General Corporate
|
6.4
|
|
2.7
|
|
1.1
|
|
|||
TOTAL CAPITAL EXPENDITURES
|
$
|
96.2
|
|
$
|
79.7
|
|
$
|
67.2
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
61.4
|
|
$
|
64.7
|
|
$
|
60.2
|
|
Power
|
87.0
|
|
33.5
|
|
30.7
|
|
|||
TOTAL DEPRECIATION AND AMORTIZATION
|
$
|
148.4
|
|
$
|
98.2
|
|
$
|
90.9
|
|
|
2018
|
|
2017
|
|
2016
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
United States
|
$
|
4,040.6
|
|
$
|
3,280.9
|
|
$
|
3,147.4
|
|
International
|
441.1
|
|
387.9
|
|
357.8
|
|
|||
TOTAL NET SALES
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
$
|
3,505.2
|
|
Operating Income:
|
|
|
|
|
|
|
|||
United States
|
$
|
478.0
|
|
$
|
435.8
|
|
$
|
431.1
|
|
International
|
78.9
|
|
83.0
|
|
58.7
|
|
|||
TOTAL OPERATING INCOME
|
$
|
556.9
|
|
$
|
518.8
|
|
$
|
489.8
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|||
United States
|
$
|
2,972.4
|
|
$
|
1,877.4
|
|
$
|
1,762.9
|
|
International
|
245.0
|
|
232.8
|
|
200.1
|
|
|||
TOTAL LONG-LIVED ASSETS
|
$
|
3,217.4
|
|
$
|
2,110.2
|
|
$
|
1,963.0
|
|
82
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
BALANCE AT DECEMBER 31, 2016
|
$
|
13.8
|
|
Provision
|
10.0
|
|
|
Expenditures/other
|
(9.8
|
)
|
|
BALANCE AT DECEMBER 31, 2017
|
$
|
14.0
|
|
Provision
|
12.0
|
|
|
Expenditures/other
|
(22.7
|
)
|
|
Acquisitions
(a)
|
89.4
|
|
|
BALANCE AT DECEMBER 31, 2018
(b)
|
$
|
92.7
|
|
HUBBELL INCORPORATED
- Form 10-K
|
83
|
|
|
Twelve Months Ended December 31, 2018
|
|
Twelve Months Ended December 31, 2017
|
|
Twelve Months Ended December 31, 2016
|
||||||||||||||||||||||||
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
||||||||||||||||||
Restructuring costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cost of goods sold
|
$
|
4.9
|
|
$
|
3.3
|
|
$
|
8.2
|
|
|
$
|
11.5
|
|
$
|
2.2
|
|
$
|
13.7
|
|
|
$
|
27.3
|
|
$
|
0.2
|
|
$
|
27.5
|
|
S&A expense
|
3.4
|
|
0.4
|
|
3.8
|
|
|
5.4
|
|
1.2
|
|
6.6
|
|
|
6.6
|
|
0.9
|
|
7.5
|
|
|||||||||
Total restructuring costs
|
$
|
8.3
|
|
$
|
3.7
|
|
$
|
12.0
|
|
|
$
|
16.9
|
|
$
|
3.4
|
|
$
|
20.3
|
|
|
$
|
33.9
|
|
$
|
1.1
|
|
$
|
35.0
|
|
|
Beginning Accrued Restructuring Balance 1/1/18
|
|
Pre-tax Restructuring Costs
|
|
Utilization and Foreign Exchange
|
|
Ending Accrued Restructuring Balance 12/31/2018
|
|
||||
2018 Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
—
|
|
$
|
8.8
|
|
$
|
(2.0
|
)
|
$
|
6.8
|
|
Asset write-downs
|
—
|
|
0.4
|
|
(0.4
|
)
|
—
|
|
||||
Facility closure and other costs
|
—
|
|
3.5
|
|
(3.4
|
)
|
0.1
|
|
||||
Total 2018 Restructuring Actions
|
$
|
—
|
|
$
|
12.7
|
|
$
|
(5.8
|
)
|
$
|
6.9
|
|
2017 and Prior Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
5.4
|
|
$
|
(2.3
|
)
|
$
|
(2.2
|
)
|
$
|
0.9
|
|
Asset write-downs
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Facility closure and other costs
(a)
|
15.5
|
|
1.6
|
|
(3.9
|
)
|
13.2
|
|
||||
Total 2017 and Prior Restructuring Actions
|
$
|
20.9
|
|
$
|
(0.7
|
)
|
$
|
(6.1
|
)
|
$
|
14.1
|
|
Total Restructuring Actions
|
$
|
20.9
|
|
$
|
12.0
|
|
$
|
(11.9
|
)
|
$
|
21.0
|
|
84
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
Expected Costs
|
|
Costs incurred in 2016
|
|
Costs incurred in 2017
|
|
Costs incurred in 2018
|
|
Remaining costs at 12/31/18
|
|
|||||
2018 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
14.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8.6
|
|
$
|
6.0
|
|
Power Segment
|
5.9
|
|
—
|
|
—
|
|
4.1
|
|
1.8
|
|
|||||
Total 2018 Restructuring Actions
|
$
|
20.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12.7
|
|
$
|
7.8
|
|
2017 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
10.3
|
|
$
|
—
|
|
$
|
10.6
|
|
$
|
(0.3
|
)
|
$
|
—
|
|
Power Segment
|
3.1
|
|
—
|
|
3.4
|
|
(0.4
|
)
|
0.1
|
|
|||||
Total 2017 Restructuring Actions
|
$
|
13.4
|
|
$
|
—
|
|
$
|
14.0
|
|
$
|
(0.7
|
)
|
$
|
0.1
|
|
2016 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
40.2
|
|
$
|
33.9
|
|
$
|
6.3
|
|
$
|
—
|
|
$
|
—
|
|
Power Segment
|
1.1
|
|
1.1
|
|
—
|
|
—
|
|
—
|
|
|||||
Total 2016 and Prior Restructuring Actions
(a)
|
$
|
41.3
|
|
$
|
35.0
|
|
$
|
6.3
|
|
$
|
—
|
|
$
|
—
|
|
Total Restructuring Actions
|
$
|
75.2
|
|
$
|
35.0
|
|
$
|
20.3
|
|
$
|
12.0
|
|
$
|
7.9
|
|
HUBBELL INCORPORATED
- Form 10-K
|
85
|
|
|
|
Reported First Quarter
|
|
Reported Second Quarter
|
|
Reported Third Quarter
|
|
Fourth Quarter
|
|
||||
2018
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
991.2
|
|
$
|
1,166.7
|
|
$
|
1,179.7
|
|
$
|
1,144.1
|
|
Cost of goods sold
|
$
|
708.3
|
|
$
|
818.8
|
|
$
|
830.7
|
|
$
|
823.5
|
|
Gross profit
|
$
|
282.9
|
|
$
|
347.9
|
|
$
|
349.0
|
|
$
|
320.6
|
|
Selling & administrative expenses
|
$
|
183.3
|
|
$
|
191.0
|
|
$
|
185.2
|
|
$
|
184.0
|
|
Net income
|
$
|
59.8
|
|
$
|
102.4
|
|
$
|
114.7
|
|
$
|
89.2
|
|
Net Income attributable to Hubbell
|
$
|
58.3
|
|
$
|
100.3
|
|
$
|
113.6
|
|
$
|
88.0
|
|
Earnings per share — Basic
|
$
|
1.06
|
|
$
|
1.83
|
|
$
|
2.07
|
|
$
|
1.61
|
|
Earnings per share — Diluted
|
$
|
1.05
|
|
$
|
1.82
|
|
$
|
2.06
|
|
$
|
1.60
|
|
|
||||||||||||
|
Reported First Quarter
|
|
Reported Second Quarter
|
|
Reported Third Quarter
|
|
Fourth Quarter
|
|
||||
2017
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
852.3
|
|
$
|
948.3
|
|
$
|
950.5
|
|
$
|
917.7
|
|
Cost of goods sold
(2)
|
$
|
589.7
|
|
$
|
652.8
|
|
$
|
642.9
|
|
$
|
628.3
|
|
Gross profit
|
$
|
262.6
|
|
$
|
295.5
|
|
$
|
307.6
|
|
$
|
289.4
|
|
Selling & administrative expenses
(2)
|
$
|
154.8
|
|
$
|
161.1
|
|
$
|
157.5
|
|
$
|
162.9
|
|
Net income
(1)
|
$
|
63.9
|
|
$
|
80.8
|
|
$
|
82.8
|
|
$
|
22.4
|
|
Net Income attributable to Hubbell
(1)
|
$
|
62.8
|
|
$
|
79.1
|
|
$
|
80.8
|
|
$
|
20.4
|
|
Earnings per share — Basic
|
$
|
1.13
|
|
$
|
1.44
|
|
$
|
1.47
|
|
$
|
0.37
|
|
Earnings per share — Diluted
|
$
|
1.13
|
|
$
|
1.43
|
|
$
|
1.47
|
|
$
|
0.37
|
|
(1)
Net income in the fourth quarter of 2017 includes approximately $57 million, or $1.02 per share, impact associated with the TCJA.
|
||||||||||||
(2)
Historical amounts have been adjusted to reflect the retrospective effects from the January 1, 2018 adoption of Accounting Standards Update (ASU) No. 2017-07, Compensation Retirement Benefits (Topic): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
|
86
|
HUBBELL INCORPORATED
-
Form 10-K
|
HUBBELL INCORPORATED
- Form 10-K
|
87
|
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)
|
2,468
|
|
(c)(e)
|
$
|
107.01
|
|
(f)
|
2,170
|
|
(c)
|
Equity Compensation Plans Not Requiring Shareholder Approval
(b)
|
69
|
|
(c)(d)
|
—
|
|
|
156
|
|
(c)
|
|
TOTAL
|
2,537
|
|
|
$
|
107.01
|
|
|
2,326
|
|
|
(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 358,000 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 from our definitive proxy statement to be filed in connect with the Company’s annual meeting of shareholders scheduled to be held on
May 7, 2019
.
|
(2)
|
The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s annual meeting of shareholders scheduled to be held on
May 7, 2019
.
|
88
|
HUBBELL INCORPORATED
-
Form 10-K
|
(3)
|
The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s annual meeting of shareholders scheduled to be held on
May 7, 2019
.
|
(4)
|
The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s annual meeting of shareholders scheduled to be held on
May 7, 2019
.
|
HUBBELL INCORPORATED
- Form 10-K
|
89
|
PART IV
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
2.1††
|
8-K
|
001-02958
|
2.1
|
12/26/2017
|
|
|
3.1
|
8-A12B
|
001-02958
|
3.1
|
12/23/2015
|
|
|
3.2
|
8-K
|
001-02958
|
3.1
|
5/10/2013
|
|
|
4.1
|
S-4
|
333-90754
|
4a
|
6/18/2002
|
|
|
4.2
|
8-K
|
001-02958
|
4.2
|
6/2/2008
|
|
|
4.3
|
8-K
|
001-02958
|
4.2
|
11/17/2010
|
|
|
4.4
|
8-K
|
001-02958
|
4.2
|
3/1/2016
|
|
|
4.5
|
8-K
|
001-02958
|
4.3
|
3/1/2016
|
|
90
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
4.6
|
8-K
|
001-02958
|
4.2
|
8/3/2017
|
|
|
4.7
|
8-K
|
001-02958
|
4.3
|
8/3/2017
|
|
|
4.8
|
8-K
|
001-02958
|
4.2
|
2/2/2018
|
|
|
4.9
|
8-K
|
001-02958
|
4.3
|
2/2/2018
|
|
|
4.10
|
8-A12B
|
001-02958
|
4.1
|
12/23/2015
|
|
|
10.1†
|
10-Q
|
001-02958
|
10a
|
10/26/2007
|
|
|
10.1(a)†
|
10-K
|
001-02958
|
10.nn
|
2/25/2008
|
|
|
10.1(b)†
|
10-K
|
001-02958
|
10a(1)
|
2/16/2011
|
|
|
10.1(c)†
|
10-K
|
001-02958
|
10.1(c)
|
2/16/2017
|
|
|
10.2†
|
10-Q
|
001-02958
|
10i
|
10/26/2007
|
|
|
10.3†
|
S-8POS
|
333-206898
|
4.4
|
12/24/2015
|
|
|
10.4†
|
10-K
|
001-02958
|
10.5
|
2/18/2016
|
|
|
10.5†
|
10-Q
|
001-02958
|
10w
|
10/26/2007
|
|
|
10.5(a)†
|
10-K
|
001-02958
|
10w(1)
|
2/16/2011
|
|
|
10.5(b)†
|
10-K
|
001-02958
|
10.5(b)
|
2/16/2017
|
|
|
10.6†
|
10-K
|
001-02958
|
10z
|
3/20/2002
|
|
|
10.7†
|
8-K
|
001-02958
|
10.1
|
5/9/2016
|
|
|
10.8†
|
8-K
|
001-02958
|
10.1
|
12/12/2016
|
|
|
10.8(a)†
|
10-K
|
001-02958
|
10.9(a)
|
2/18/2016
|
|
|
10.9†
|
10-Q
|
001-02958
|
10.8
|
7/19/2013
|
|
|
10.10†
|
10-K
|
001-02958
|
10.10
|
2/16/2017
|
|
|
10.11†
|
10-K
|
001-02958
|
10.11
|
2/16/2017
|
|
|
10.12†
|
10-K
|
001-02958
|
10.12
|
2/16/2017
|
|
HUBBELL INCORPORATED
- Form 10-K
|
91
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
10.13†
|
10-K
|
001-02958
|
10.13
|
2/16/2017
|
|
|
10.14†
|
10-K
|
001-02958
|
10.16
|
2/18/2016
|
|
|
10.14(a)†
|
10-K
|
001-02958
|
10.14(a)
|
2/16/2017
|
|
|
10.15†
|
8-K
|
001-02958
|
10.1
|
2/16/2011
|
|
|
10.16†
|
10-K
|
001-02958
|
10.18
|
2/18/2016
|
|
|
10.17†
|
10-K
|
001-02958
|
10.19
|
2/18/2016
|
|
|
10.18†
|
10-K
|
001-02958
|
10.20
|
2/18/2016
|
|
|
10.19†
|
8-K
|
001-02958
|
10.2
|
1/5/2011
|
|
|
10.19(a)†
|
8-K
|
001-02958
|
10.1
|
12/6/2012
|
|
|
10.20†
|
8-K
|
001-02958
|
99.1
|
9/6/2005
|
|
|
10.21†
|
8-K
|
001-02958
|
10.1
|
9/17/2012
|
|
|
10.21(a)†
|
8-K
|
001-02958
|
10.2
|
9/17/2012
|
|
|
10.22†
|
10-Q
|
001-02958
|
10.xx
|
10/19/2012
|
|
|
10.23†
|
10-Q
|
001-02958
|
10.1
|
7/19/2013
|
|
|
10.24†
|
8-K
|
001-02958
|
10.1
|
4/19/2013
|
|
|
10.25†
|
8-K
|
001-02958
|
10.2
|
4/19/2013
|
|
|
10.26†
|
10-Q
|
001-02958
|
10.3
|
7/19/2013
|
|
|
10.27†
|
10-K
|
001-02958
|
10.36
|
2/18/2014
|
|
|
10.28†
|
10-K
|
001-02958
|
10.31
|
2/18/2016
|
|
|
10.29†
|
10-K
|
001-02958
|
10.32
|
2/18/2016
|
|
|
10.30†
|
10-K
|
001-02958
|
10.33
|
2/18/2016
|
|
|
10.31†
|
10-K
|
001-02958
|
10.34
|
2/18/2016
|
|
|
10.32
|
8-K
|
001-02958
|
99.1
|
1/31/2018
|
|
|
10.33
|
8-K
|
001-02958
|
99.2
|
1/31/2018
|
|
|
10.34
|
8-K
|
001-02958
|
10.1
|
1/11/2018
|
|
92
|
HUBBELL INCORPORATED
-
Form 10-K
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
10.35
|
8-K
|
001-02958
|
99.1
|
12/21/2015
|
|
|
10.36
|
8-K
|
001-02958
|
10.1
|
8/24/2015
|
|
|
10.37
|
8-K
|
001-02958
|
10.2
|
8/24/2015
|
|
|
21.1
|
|
|
|
|
*
|
|
23.1
|
|
|
|
|
*
|
|
31.1
|
|
|
|
|
*
|
|
31.2
|
|
|
|
|
*
|
|
32.1
|
|
|
|
|
**
|
|
32.2
|
|
|
|
|
**
|
|
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
|
|
|
|
|
*
|
†
|
A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.
|
††
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
HUBBELL INCORPORATED
- Form 10-K
|
93
|
|
HUBBELL INCORPORATED
|
|
|
|
By
|
/s/ JOSEPH A. CAPOZZOLI
|
|
By
|
/s/ WILLIAM R. SPERRY
|
|
Joseph A. Capozzoli
|
|
|
William R. Sperry
|
|
Vice President, Controller
|
|
|
Senior Vice President and Chief
|
|
|
|
|
Financial Officer
|
Date:
|
February 15, 2019
|
|
|
|
|
|
Title
|
Date
|
By
|
/s/ D. G. NORD
D. G. Nord
|
Chairman, President and Chief Executive Officer and Director
|
2/15/2019
|
By
|
/s/ W. R. SPERRY
W. R. Sperry
|
Senior Vice President and Chief Financial Officer
|
2/15/2019
|
By
|
/s/ J. A. CAPOZZOLI
J. A. Capozzoli
|
Vice President, Controller (Principal Accounting Officer)
|
2/15/2019
|
By
|
/s/ C. M. CARDOSO
C. M. Cardoso
|
Director
|
2/15/2019
|
By
|
/s/ A. J. GUZZI
A. J. Guzzi
|
Director
|
2/15/2019
|
By
|
/s/ N. J. KEATING
N. J. Keating
|
Director
|
2/15/2019
|
By
|
/s/ B. C. LIND
B. C. Lind
|
Director
|
2/15/2019
|
By
|
/s/ J. F. MALLOY
J. F. Malloy
|
Director
|
2/15/2019
|
By
|
/s/ J. F. MARKS
J. F. Marks
|
Director
|
2/15/2019
|
By
|
/s/ J. G. RUSSELL
J. G. Russell
|
Director
|
2/15/2019
|
By
|
/s/ S. R. SHAWLEY
S. R. Shawley
|
Director
|
2/15/2019
|
By
|
/s/ R. J. SWIFT
R. J. Swift
|
Director
|
2/15/2019
|
(1)
|
As of
February 15, 2019
.
|
94
|
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 2016
|
|
$
|
4.7
|
|
|
$
|
0.8
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
4.7
|
|
Year 2017
|
|
$
|
4.7
|
|
|
$
|
1.5
|
|
|
$
|
(3.5
|
)
|
|
$
|
1.9
|
|
|
$
|
4.6
|
|
Year 2018
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.6
|
|
|
$
|
4.8
|
|
Allowance for credit memos, returns and cash discounts:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2016
|
|
$
|
41.5
|
|
|
$
|
249.2
|
|
|
$
|
(244.8
|
)
|
|
$
|
—
|
|
|
$
|
45.9
|
|
Year 2017
|
|
$
|
45.9
|
|
|
$
|
260.8
|
|
|
$
|
(256.3
|
)
|
|
$
|
0.1
|
|
|
$
|
50.5
|
|
Year 2018
|
|
$
|
50.5
|
|
|
$
|
278.0
|
|
|
$
|
(293.5
|
)
|
|
$
|
0.1
|
|
|
$
|
35.1
|
|
Valuation allowance on deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2016
|
|
$
|
22.0
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.6
|
|
Year 2017
|
|
$
|
22.6
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.4
|
|
Year 2018
|
|
$
|
19.4
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
21.8
|
|
HUBBELL INCORPORATED
- Form 10-K
|
95
|
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
Aclara Belgium
|
Belgium
|
Aclara India Private Limited
|
India
|
Aclara International Holdings, Inc
|
Delaware
|
Aclara Japan Godo Kaisha
|
Japan
|
Aclara Meters Chile SpA
|
Chile
|
Aclara Meters LLC
|
Delaware
|
Aclara Meters Philippines, Inc.
|
Philippines
|
Aclara Meters, S.L.
|
Spain
|
Aclara Meters UK Ltd.
|
UK
|
Aclara Smart Grid Solutions, LLC
|
Delaware
|
Aclara Technologies LLC
|
Ohio
|
Acme Electric de Mexico, S. de R. L. de C.V.
|
Mexico
|
Acme Electric Manufacturing de Mexico, S. de R.L. de C.V.
|
Mexico
|
Arrow Consolidated Corporation
|
Pennsylvania
|
Artesanias Baja, S.A. de R. L. de C.V.
|
Mexico
|
Austdac Pty. Limited
|
Australia
|
Bel Manufacturera, S. de R.L. de C.V.
|
Mexico
|
Burndy Americas Inc.
|
Delaware
|
Burndy International Holdings S.a.r.l.
|
Luxembourg
|
Burndy LLC
|
Delaware
|
Burndy Technology LLC
|
Delaware
|
Burndy Technology and Global Business Services Private Limited
|
India
|
CDR de Mexico S. de R.L. de C.V.
|
Mexico
|
Chalmit Lighting Limited
|
UK
|
Columbia Lighting Properties, Inc.
|
Michigan
|
Connector Assembly, Ltd.
|
Ohio
|
Connector Manufacturing Company
|
Ohio
|
Distribution Control Systems Caribe, Inc.
|
Puerto Rico
|
Dongguan Hubbell Electrical Products Company Limited
|
China
|
Electric Motion Company, Inc.
|
Connecticut
|
Electro Composites (2008) ULC
|
Nova Scotia
|
GAI-Tronics Corporation
|
Delaware
|
GAI-Tronics Limited
|
UK
|
GAI-Tronics S.r.l.
|
Italy
|
Gleason Reel Corp.
|
Delaware
|
GTMS Equipamentos Elétricos LTDA
|
Brazil
|
Haefely Test, AG
|
Switzerland
|
Harvey Hubbell Holdings S.a.r.l.
|
Luxembourg
|
Harvey Hubbell, Incorporated
|
Connecticut
|
Harvey Hubbell Limited
|
UK
|
Hawke Asia Pacific Pte. Ltd.
|
Singapore
|
Hawke Cable Glands Limited
|
UK
|
Hipotronics, Inc.
|
Delaware
|
Hub Reinsurance Ltd.
|
Bermuda
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
Hubbell (Australia) Holdings Pty. Limited
|
Australia
|
Hubbell (UK) GulfMex Limited
|
UK
|
Hubbell Asia Limited
|
Hong Kong
|
Hubbell Australia Holdco Limited
|
Cayman Islands
|
Hubbell Canada ULC
|
Canada
|
Hubbell Caribe Limited
|
Cayman Islands
|
Hubbell Cayman Investments Limited
|
Cayman Islands
|
Hubbell Commercial and Trading (Shanghai) Co., Ltd.
|
China
|
Hubbell Distribution, Inc.
|
Delaware
|
Hubbell do Brasil, Indústria, Comércio, Importação e Exportação de Equipamentos Elétricos LTDA
|
Brazil
|
Hubbell Electric (Wuhu) Co. Ltd.
|
China
|
Hubbell Electric Holdings S.a.r.l.
|
Luxembourg
|
Hubbell Global Finance Ireland Limited
|
Ireland
|
Hubbell Global Operations Limited
|
Ireland
|
Hubbell Holdco Luxembourg S.a.r.l.
|
Luxembourg
|
Hubbell Holdings Europe Limited
|
UK
|
Hubbell Holdings Limited
|
UK
|
Hubbell Incorporated (Delaware)
|
Delaware
|
Hubbell India Electrical Products, LLP
|
India
|
Hubbell Industrial Controls, Inc.
|
Delaware
|
Hubbell Integrated Solutions, Inc.
|
Delaware
|
Hubbell International Management Limited
|
Ireland
|
Hubbell International, LLC
|
Delaware
|
Hubbell Korea, Ltd.
|
Korea
|
Hubbell Lenoir City, Inc.
|
Virginia
|
Hubbell Lighting, Inc.
|
Connecticut
|
Hubbell Limited
|
UK
|
Hubbell Luxembourg S.a.r.l.
|
Luxembourg
|
Hubbell Management Inc.
|
Canada
|
Hubbell Operations, LLC
|
Delaware
|
Hubbell Pickering LP
|
Canada
|
Hubbell Plastics, Inc.
|
Delaware
|
Hubbell Power Holdings S.a.r.l.
|
Luxembourg
|
Hubbell Power Systems, Inc.
|
Delaware
|
Hubbell Products Mexico S. de R.L. de C.V.
|
Mexico
|
Hubbell Switch Holding Co., Inc.
|
Delaware
|
Hubbell UK Pension Trustees Limited
|
UK
|
Hubbell-Anmex (Shanghai) Trading Co., Ltd.
|
China
|
Hubbell-Anmex International (S) Pte. Ltd.
|
Singapore
|
Hubbell-Taian Co., Ltd.
|
Taiwan
|
HUBS, Inc.
|
Delaware
|
iDevices, LLC .
|
Connecticut
|
Jiangsu Xiangyuan Electric Equipment Co., Ltd.
|
China
|
Lighting Corporation of America
|
Delaware
|
Litecontrol Corporation
|
Massachusetts
|
Lyall Manufacturing WI, Inc.
|
Wisconsin
|
Meramec Instrument Transformer Company
|
Missouri
|
Meter Readings Holding I Corp.
|
Delaware
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
Meter Readings Holding, LLC
|
Delaware
|
Newco Condenser, Inc.
|
Delaware
|
Newco Lighting, Inc.
|
Delaware
|
PCORE Electric Company, Inc.
|
Delaware
|
Progress Lighting Inc.
|
Delaware
|
Progress Lighting Properties, Inc.
|
Michigan
|
Progressive Lighting, Inc.
|
North Carolina
|
Progressive Lighting, Inc.
|
South Carolina
|
R. W. Lyall & Company, Inc.
|
California
|
State Street Corp.
|
Connecticut
|
Wepawaug Canada Corp.
|
Nova Scotia
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Hartford, Connecticut
|
|
February 15, 2019
|
|
|
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/ DAVID G. NORD
|
|
|
David G. Nord
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
Date:
|
|
February 15, 2019
|
|
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;
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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.
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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)
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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;
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c)
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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)
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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.
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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):
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a)
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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)
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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/ WILLIAM R. SPERRY
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William R. Sperry
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Senior Vice President and Chief Financial Officer
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Date:
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February 15, 2019
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EXHIBIT 32.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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(1)
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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
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ DAVID. G. NORD
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David G. Nord
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Chairman of the Board, President and Chief Executive Officer
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February 15, 2019
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EXHIBIT 32.2
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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|
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(1)
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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
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ WILLIAM R. SPERRY
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William R. Sperry
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Senior Vice President and Chief Financial Officer
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February 15, 2019
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