Connecticut
|
06-0397030
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
40 Waterview Drive
|
|
|
Shelton
|
CT
|
06484
|
(Address of principal executive offices)
|
(Zip Code)
|
|
(475)
|
882-4000
|
|
(Registrant's telephone number, including area code)
|
Table of contents
|
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2
|
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
|
•
|
Utility asset protection equipment
|
|
|
|
|
•
|
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®
|
•
|
Reliaguard®
|
•
|
Greenjacket®
|
|
|
|
|
|
HUBBELL INCORPORATED - Form 10-K
|
5
|
6
|
HUBBELL INCORPORATED - Form 10-K
|
Name (1)
|
Age
|
Present Position
|
Business Experience
|
|
David G. Nord
|
62
|
Chairman of the Board and Chief Executive Officer
|
Present position since June 6, 2019; previously, Chairman of the Board, President and Chief Executive Officer May 2014 to June 6, 2019; President and Chief Executive Officer January 2013 to May 2014; 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
|
57
|
Executive Vice President,
Chief Financial Officer and Treasurer
|
Present position since June 6, 2019; previously, Senior Vice President and Chief Financial Officer June 6, 2012 to June 6, 2019; 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
|
55
|
President and Chief Operating Officer
|
Present position since June 6, 2019; previously, Group President, Power Systems February 1, 2014 to June 6, 2019; 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
|
45
|
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.
|
|
Allan J. Connolly
|
52
|
Group President, Power Systems
|
Present position since July 1, 2019; previously, President, Aclara February 2018 to June 28, 2019; President and Chief Executive Officer of Aclara May 2014 to February 2018; Chief Operating Officer of Culligan International July 2012 to January 2014; Executive Vice President of Operations, Engineering and N.A. Industrial of Culligan International November 2006 to July 2012; Vice President of Research, Development & Engineering of Culligan International April 2006 to November 2006; General Manager Technology, GE Power & Water March 2003 to April 2006.
|
|
James M. Farrell
|
52
|
Acting Group President, Lighting
|
Present position since October 2019; previously, Vice President of Finance, Hubbell Lighting, Inc. June 2015 to October 2019; Vice President, Strategic Planning and Investor Relations April 2012 to May 2015; Director of Financial Planning & Analysis June 2004 to May 2008.
|
|
Katherine A. Lane
|
42
|
Vice President, General
Counsel and Secretary
|
Present position since June 6, 2019; previously Vice President, Acting General Counsel and Secretary March 2019 to June 6, 2019; Vice President, Associate General Counsel June 2017 to March 2019; Vice President, Legal, Hubbell Commercial & Industrial September 2015 to June 2017; Senior Counsel, Hubbell Electrical Systems May 2014 to September 2015; Corporate General Attorney August 2010 to May 2014. Previously, various positions in private practice in law firms based in Massachusetts and Connecticut.
|
|
Stephen M. Mais
|
55
|
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.
|
|
Rodd R. Ruland
|
62
|
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
|
52
|
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 14, 2020, there are no family relationships among any of the above-named executive officers and any of our directors. For information related to our Board of Directors, refer to Item 10. Directors, Executive Officers and Corporate Governance.
|
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
|
8
|
|
20
|
|
2,378,000
|
|
1,873,000
|
|
|
Australia
|
—
|
|
1
|
|
—
|
|
24,000
|
|
|
Canada
|
1
|
|
2
|
|
179,000
|
|
3,000
|
|
|
Mexico
|
1
|
|
4
|
|
829,000
|
|
174,000
|
|
|
China
|
—
|
|
1
|
|
—
|
|
350,000
|
|
|
Puerto Rico
|
—
|
|
1
|
|
162,000
|
|
—
|
|
|
Singapore
|
1
|
|
—
|
|
—
|
|
12,000
|
|
|
United Kingdom
|
2
|
|
3
|
|
134,000
|
|
58,000
|
|
Power segment (1)
|
United States
|
4
|
|
12
|
|
3,205,000
|
|
203,000
|
|
|
Brazil
|
—
|
|
1
|
|
188,000
|
|
—
|
|
|
Canada
|
—
|
|
2
|
|
84,000
|
|
—
|
|
|
Mexico
|
1
|
|
1
|
|
167,000
|
|
181,000
|
|
|
China
|
—
|
|
2
|
|
—
|
|
199,000
|
|
|
Philippines
|
—
|
|
1
|
|
—
|
|
19,000
|
|
|
Spain
|
—
|
|
1
|
|
—
|
|
11,000
|
|
TOTAL
|
|
18
|
|
52
|
|
7,326,000
|
|
3,107,000
|
|
14
|
HUBBELL INCORPORATED - Form 10-K
|
HUBBELL INCORPORATED - Form 10-K
|
15
|
PART II
|
16
|
HUBBELL INCORPORATED - Form 10-K
|
|
*Assumes $100 invested on 12/31/14 in stock or index, including reinvestment of dividends. Data points are the last day of each fiscal year ending December 31.
Copyright© 2020 Standard & Poor's, a division of S&P Global. All rights reserved.
Copyright© 2020 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,
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
|||||
Net sales
|
$
|
4,591.0
|
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
$
|
3,505.2
|
|
$
|
3,390.4
|
|
Gross profit
|
$
|
1,352.7
|
|
$
|
1,300.4
|
|
$
|
1,155.1
|
|
$
|
1,105.1
|
|
$
|
1,091.6
|
|
Operating income (4)
|
$
|
596.6
|
|
$
|
556.9
|
|
$
|
518.8
|
|
$
|
489.8
|
|
$
|
474.1
|
|
Adjusted operating income (1)
|
$
|
668.7
|
|
$
|
642.3
|
|
$
|
560.4
|
|
$
|
522.1
|
|
$
|
502.3
|
|
Operating income as a % of sales
|
13.0
|
%
|
12.4
|
%
|
14.1
|
%
|
14.0
|
%
|
14.0
|
%
|
|||||
Adjusted operating income as a % of sales (1)
|
14.6
|
%
|
14.3
|
%
|
15.3
|
%
|
14.9
|
%
|
14.8
|
%
|
|||||
Net income attributable to Hubbell (2)
|
$
|
400.9
|
|
$
|
360.2
|
|
$
|
243.1
|
|
$
|
293.0
|
|
$
|
277.3
|
|
Adjusted net income attributable to Hubbell (1)
|
$
|
445.7
|
|
$
|
428.0
|
|
$
|
333.9
|
|
$
|
315.4
|
|
$
|
313.7
|
|
Net income attributable to Hubbell as a % of net sales
|
8.7
|
%
|
8.0
|
%
|
6.6
|
%
|
8.4
|
%
|
8.2
|
%
|
|||||
Adjusted net income attributable to Hubbell as a % of net sales (1)
|
9.7
|
%
|
9.5
|
%
|
9.1
|
%
|
9.0
|
%
|
9.3
|
%
|
|||||
Net income attributable to Hubbell as a % of Hubbell shareholders’ average equity
|
21.5
|
%
|
21.1
|
%
|
15.1
|
%
|
17.6
|
%
|
15.1
|
%
|
|||||
Earnings per share — diluted
|
$
|
7.31
|
|
$
|
6.54
|
|
$
|
4.39
|
|
$
|
5.24
|
|
$
|
4.77
|
|
Adjusted earnings per share — diluted (1)
|
$
|
8.12
|
|
$
|
7.77
|
|
$
|
6.03
|
|
$
|
5.64
|
|
$
|
5.39
|
|
Cash dividends declared per common share
|
$
|
3.43
|
|
$
|
3.15
|
|
$
|
2.87
|
|
$
|
2.59
|
|
$
|
2.31
|
|
Average number of common shares outstanding — diluted
|
54.7
|
|
54.9
|
|
55.1
|
|
55.7
|
|
58.0
|
|
|||||
Cost of acquisitions, net of cash acquired
|
$
|
70.8
|
|
$
|
1,118.0
|
|
$
|
184.1
|
|
$
|
173.4
|
|
$
|
163.4
|
|
FINANCIAL POSITION, AT YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital (3)
|
$
|
729.3
|
|
$
|
804.4
|
|
$
|
898.0
|
|
$
|
961.7
|
|
$
|
784.7
|
|
Total assets
|
$
|
4,903.0
|
|
$
|
4,872.1
|
|
$
|
3,720.6
|
|
$
|
3,525.0
|
|
$
|
3,208.7
|
|
Total debt
|
$
|
1,571.4
|
|
$
|
1,793.2
|
|
$
|
1,055.2
|
|
$
|
993.7
|
|
$
|
644.1
|
|
Total Hubbell shareholders’ equity
|
$
|
1,947.1
|
|
$
|
1,780.6
|
|
$
|
1,634.2
|
|
$
|
1,592.8
|
|
$
|
1,740.6
|
|
NUMBER OF EMPLOYEES, AT YEAR-END
|
18,800
|
|
19,700
|
|
17,700
|
|
17,400
|
|
16,200
|
|
18
|
HUBBELL INCORPORATED - Form 10-K
|
|
HUBBELL INCORPORATED - Form 10-K
|
19
|
|
|
For the Year Ending December 31,
|
||||||||||||||
|
2019
|
|
% of Net sales
|
2018
|
|
% of Net sales
|
2017
|
|
% of Net sales
|
||||||
Net sales
|
$
|
4,591.0
|
|
|
|
$
|
4,481.7
|
|
|
$
|
3,668.8
|
|
|
||
Cost of goods sold
|
3,238.3
|
|
70.5
|
%
|
3,181.3
|
|
71.0
|
%
|
2,513.7
|
|
68.5
|
%
|
|||
Gross profit
|
1,352.7
|
|
29.5
|
%
|
1,300.4
|
|
29.0
|
%
|
1,155.1
|
|
31.5
|
%
|
|||
Selling & administrative expenses
|
756.1
|
|
16.5
|
%
|
743.5
|
|
16.6
|
%
|
636.3
|
|
17.3
|
%
|
|||
Operating income
|
596.6
|
|
13.0
|
%
|
556.9
|
|
12.4
|
%
|
518.8
|
|
14.1
|
%
|
|||
Net income attributable to Hubbell
|
400.9
|
|
8.7
|
%
|
360.2
|
|
8.0
|
%
|
243.1
|
|
6.6
|
%
|
|||
Less: Earnings allocated to participating securities
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(0.8
|
)
|
|
||||||
Adjusted net income available to common shareholders
|
399.4
|
|
|
358.9
|
|
|
242.3
|
|
|
||||||
Average number of diluted shares outstanding
|
54.7
|
|
|
54.9
|
|
|
55.1
|
|
|
||||||
EARNINGS PER SHARE - DILUTED
|
$
|
7.31
|
|
|
|
$
|
6.54
|
|
|
|
$
|
4.39
|
|
|
|
20
|
HUBBELL INCORPORATED - Form 10-K
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
|
% of Net sales
|
2018
|
|
% of Net sales
|
2017
|
|
% of Net sales
|
|||
Gross profit (GAAP measure)
|
$
|
1,352.7
|
|
29.5%
|
$
|
1,300.4
|
|
29.0%
|
$
|
1,155.1
|
|
31.5%
|
Amortization of acquisition-related intangible assets
|
24.0
|
|
|
29.5
|
|
|
—
|
|
|
|||
Adjusted gross profit
|
$
|
1,376.7
|
|
30.0%
|
$
|
1,329.9
|
|
29.7%
|
$
|
1,155.1
|
|
31.5%
|
|
|
|
|
|
|
|
||||||
S&A expenses (GAAP measure)
|
$
|
756.1
|
|
16.5%
|
$
|
743.5
|
|
16.6%
|
$
|
636.3
|
|
17.3%
|
Amortization of acquisition-related intangible assets
|
48.1
|
|
|
46.4
|
|
|
34.9
|
|
|
|||
Aclara transaction costs
|
—
|
|
|
9.5
|
|
|
6.7
|
|
|
|||
Adjusted S&A expenses
|
$
|
708.0
|
|
15.7%
|
$
|
687.6
|
|
15.3%
|
$
|
594.7
|
|
17.3%
|
|
|
|
|
|
|
|
||||||
Operating income (GAAP measure)
|
$
|
596.6
|
|
13.0%
|
$
|
556.9
|
|
12.4%
|
$
|
518.8
|
|
14.1%
|
Amortization of acquisition-related intangible assets
|
72.1
|
|
|
75.9
|
|
|
34.9
|
|
|
|||
Aclara transaction costs
|
—
|
|
|
9.5
|
|
|
6.7
|
|
|
|||
Adjusted operating income
|
$
|
668.7
|
|
14.6%
|
$
|
642.3
|
|
14.3%
|
$
|
560.4
|
|
15.3%
|
|
|
|
|
|
|
|
||||||
Net income attributable to Hubbell (GAAP measure)
|
$
|
400.9
|
|
|
$
|
360.2
|
|
|
$
|
243.1
|
|
|
Amortization of acquisition-related intangible assets, net of tax
|
53.9
|
|
|
57.5
|
|
|
22.0
|
|
|
|||
Gain on disposition of business, net of tax
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
|
|||
Multi-employer pension expense, net of tax
|
6.4
|
|
|
—
|
|
|
—
|
|
|
|||
Loss on investment, net of tax
|
5.0
|
|
|
—
|
|
|
—
|
|
|
|||
Aclara transaction costs, net of tax
|
—
|
|
|
10.3
|
|
|
6.0
|
|
|
|||
Income tax expense associated with U.S. tax reform
|
—
|
|
|
—
|
|
|
56.5
|
|
|
|||
Loss on early extinguishment of debt, net of tax
|
—
|
|
|
—
|
|
|
6.3
|
|
|
|||
Adjusted net income attributable to Hubbell
|
$
|
445.7
|
|
|
$
|
428.0
|
|
|
$
|
333.9
|
|
|
Less: Earnings allocated to participating securities
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
|||
Adjusted net income available to common shareholders
|
$
|
444.0
|
|
|
$
|
426.5
|
|
|
$
|
332.8
|
|
|
Average number of diluted shares outstanding
|
54.7
|
|
|
54.9
|
|
|
55.1
|
|
|
|||
ADJUSTED EARNINGS PER SHARE — DILUTED
|
$
|
8.12
|
|
|
$
|
7.77
|
|
|
$
|
6.03
|
|
|
HUBBELL INCORPORATED - Form 10-K
|
21
|
(in millions)
|
2019
|
|
2018
|
|
||
Net sales
|
$
|
2,625.7
|
|
$
|
2,660.6
|
|
Operating income (GAAP measure)
|
$
|
320.1
|
|
$
|
320.8
|
|
Amortization of acquisition-related intangible assets
|
23.1
|
|
23.9
|
|
||
Adjusted operating income
|
$
|
343.2
|
|
$
|
344.7
|
|
Operating margin
|
12.2
|
%
|
12.1
|
%
|
||
Adjusted operating margin
|
13.1
|
%
|
13.0
|
%
|
22
|
HUBBELL INCORPORATED - Form 10-K
|
(in millions)
|
2019
|
|
2018
|
|
||
Net sales
|
$
|
1,965.3
|
|
$
|
1,821.1
|
|
Operating income
|
$
|
276.5
|
|
$
|
236.1
|
|
Amortization of acquisition-related intangible assets
|
49.0
|
|
52.0
|
|
||
Aclara transaction costs
|
—
|
|
9.5
|
|
||
Adjusted operating income
|
$
|
325.5
|
|
$
|
297.6
|
|
Operating margin
|
14.1
|
%
|
13.0
|
%
|
||
Adjusted operating margin
|
16.6
|
%
|
16.3
|
%
|
HUBBELL INCORPORATED - Form 10-K
|
23
|
(in millions)
|
2018
|
|
2017
|
|
||
Net sales
|
$
|
2,660.6
|
|
$
|
2,532.8
|
|
Operating income
|
$
|
320.8
|
|
$
|
294.0
|
|
Amortization of acquisition-related intangible assets
|
23.9
|
|
24.8
|
|
||
Adjusted operating income
|
$
|
344.7
|
|
$
|
318.8
|
|
Operating margin
|
12.1
|
%
|
11.6
|
%
|
||
Adjusted operating margin
|
13.0
|
%
|
12.6
|
%
|
24
|
HUBBELL INCORPORATED - Form 10-K
|
(in millions)
|
2018
|
|
2017
|
|
||
Net sales
|
$
|
1,821.1
|
|
$
|
1,136.0
|
|
Operating income
|
$
|
236.1
|
|
$
|
224.8
|
|
Amortization of acquisition-related intangible assets
|
52.0
|
|
10.1
|
|
||
Aclara transaction costs
|
9.5
|
|
6.7
|
|
||
Adjusted operating income
|
$
|
297.6
|
|
$
|
241.6
|
|
Operating margin
|
13.0
|
%
|
19.8
|
%
|
||
Adjusted operating margin
|
16.3
|
%
|
21.3
|
%
|
|
|
December 31,
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net cash provided by (used in):
|
|
|
|
||||||
Operating activities
|
$
|
591.6
|
|
$
|
517.1
|
|
$
|
379.0
|
|
Investing activities
|
(128.9
|
)
|
(1,201.4
|
)
|
(245.6
|
)
|
|||
Financing activities
|
(471.0
|
)
|
506.5
|
|
(214.3
|
)
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
1.3
|
|
(8.2
|
)
|
18.3
|
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
$
|
(7.0
|
)
|
$
|
(186.0
|
)
|
$
|
(62.6
|
)
|
|
December 31,
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net cash provided by operating activities (GAAP measure)
|
$
|
591.6
|
|
$
|
517.1
|
|
$
|
379.0
|
|
Less: Capital expenditures
|
(93.9
|
)
|
(96.2
|
)
|
(79.7
|
)
|
|||
Free cash flow
|
$
|
497.7
|
|
$
|
420.9
|
|
$
|
299.3
|
|
Free cash flow as a percent of net income attributable to Hubbell (1)
|
124.1
|
%
|
116.9
|
%
|
123.1
|
%
|
HUBBELL INCORPORATED - Form 10-K
|
25
|
26
|
HUBBELL INCORPORATED - Form 10-K
|
|
Costs Incurred in 2019
|
|
Additional Expected Costs
|
|
Expected Completion Date
|
||
2019 Restructuring Actions
|
$
|
29.1
|
|
$
|
13.1
|
|
2021
|
2018 and Prior Restructuring Actions
|
2.9
|
|
1.7
|
|
2020
|
||
Restructuring cost (GAAP measure)
|
$
|
32.0
|
|
$
|
14.8
|
|
|
Restructuring-related costs
|
5.0
|
|
1.5
|
|
|
||
Restructuring and related costs (Non-GAAP)
|
$
|
37.0
|
|
$
|
16.3
|
|
|
◦
|
$26.0 million of commercial paper borrowings outstanding at December 31, 2019 and 2018.
|
◦
|
$34.4 million at December 31, 2019 and $25.0 million at December 31, 2018, respectively, of long-term debt classified as short-term within current liabilities in the Consolidated Balance Sheets, reflecting maturities within the next twelve months relating to our borrowing under the Term Loan Agreement.
|
◦
|
$5.0 million at December 31, 2019 and $5.1 million at December 31, 2018, respectively, of borrowings to support our international operations in China.
|
HUBBELL INCORPORATED - Form 10-K
|
27
|
|
December 31,
|
|||||
(in millions)
|
2019
|
|
2018
|
|
||
Total Debt
|
$
|
1,571.4
|
|
$
|
1,793.2
|
|
Total Hubbell Shareholders’ Equity
|
1,947.1
|
|
1,780.6
|
|
||
TOTAL CAPITAL
|
$
|
3,518.5
|
|
$
|
3,573.8
|
|
Debt to Total Capital
|
45
|
%
|
50
|
%
|
||
Cash and Investments
|
$
|
251.9
|
|
$
|
254.5
|
|
NET DEBT
|
$
|
1,319.5
|
|
$
|
1,538.7
|
|
Net Debt to Total Capital
|
38
|
%
|
43
|
%
|
◦
|
Cash used for the acquisition of businesses in 2019, net of cash acquired was $70.8 million, including cash settlement of a deferred purchase price obligation related to a previous acquisition. Further discussion of our acquisitions can be found in Note 3 — Business Acquisitions and Dispositions in the Notes to Consolidated Financial Statements.
|
◦
|
In 2019, cash used for share repurchases was $35.0 million. Dividends paid on our Common Stock in 2019 were $186.6 million.
|
◦
|
Cash flows from operations and existing cash resources: We held $182.0 million of cash and cash equivalents at December 31, 2019, of which approximately 12% was held inside the United States and the remainder held internationally. The Company repatriated a portion of its foreign earnings in 2019. The consolidated financial statements reflect the income tax effects of the repatriation of these earnings as well as the income tax effects of certain anticipated future cash repatriations.
|
◦
|
On January 31, 2018, the Company entered into the Term Loan Agreement and 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 Company's previous 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, 2019 the Company had not drawn against the 2018 Credit Facility.
|
28
|
HUBBELL INCORPORATED - Form 10-K
|
◦
|
The interest rate applicable to borrowings under the Term Loan Agreement is generally either adjusted LIBOR plus an applicable margin (determined by a ratings based grid) or the alternate base rate. The sole financial covenant in the Term Loan Agreement requires that total debt not exceed 65% of total capitalization as of the last day of each fiscal quarter of the Company.
|
◦
|
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, 2019 and 2018, total availability under these lines was $23.0 million and $54.8 million, respectively, of which $15.7 million and $20.3 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
|
||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
||||
Discount rate
|
3.17
|
%
|
4.24
|
%
|
|
3.30
|
%
|
4.40
|
%
|
Rate of compensation increase
|
2.94
|
%
|
3.25
|
%
|
|
4.00
|
%
|
4.05
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.24
|
%
|
3.67
|
%
|
|
4.40
|
%
|
3.70
|
%
|
Expected return on plan assets
|
4.75
|
%
|
4.68
|
%
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
3.25
|
%
|
3.24
|
%
|
|
4.05
|
%
|
4.00
|
%
|
30
|
HUBBELL INCORPORATED - Form 10-K
|
|
Payments due by period
|
||||||||||||||
|
Total
|
2020
|
2021-2022
|
2023-2024
|
2025 and
thereafter
|
||||||||||
Debt obligations(a)
|
$
|
1,521.9
|
|
$
|
—
|
|
$
|
371.9
|
|
$
|
—
|
|
$
|
1,150.0
|
|
Short-term debt obligations(a)
|
65.4
|
|
65.4
|
|
—
|
|
—
|
|
—
|
|
|||||
Expected interest payments
|
318.7
|
|
52.3
|
|
99.5
|
|
77.2
|
|
89.7
|
|
|||||
Operating lease obligations
|
110.6
|
|
32.7
|
|
40.4
|
|
21.6
|
|
15.9
|
|
|||||
Retirement and other benefits(b)
|
195.2
|
|
13.9
|
|
20.9
|
|
16.8
|
|
143.6
|
|
|||||
Purchase obligations
|
324.7
|
|
315.8
|
|
8.9
|
|
—
|
|
—
|
|
|||||
Obligations under customer incentive programs
|
49.0
|
|
49.0
|
|
—
|
|
—
|
|
—
|
|
|||||
Income tax payments(c)
|
34.6
|
|
5.9
|
|
6.2
|
|
13.1
|
|
9.4
|
|
|||||
TOTAL
|
$
|
2,620.1
|
|
$
|
535.0
|
|
$
|
547.8
|
|
$
|
128.7
|
|
$
|
1,408.6
|
|
(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 pension and OPEB plans as well as remaining payments under the multi-employer pension settlement agreement described in Note 15 – Commitments & Contingencies. 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)
|
Amount above includes future payments associated with the one-time transition tax under the TCJA.
|
HUBBELL INCORPORATED - Form 10-K
|
31
|
32
|
HUBBELL INCORPORATED - Form 10-K
|
HUBBELL INCORPORATED - Form 10-K
|
33
|
•
|
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.
|
34
|
HUBBELL INCORPORATED - Form 10-K
|
•
|
Anticipated future contributions and assumptions including changes in interest rates and plan assets with respect to pensions and other retirement benefits.
|
•
|
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.
|
•
|
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, 2019.
|
•
|
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
|
HUBBELL INCORPORATED - Form 10-K
|
35
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
Fair Value
12/31/19
|
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investments
|
$
|
14.2
|
|
$
|
5.7
|
|
$
|
5.9
|
|
$
|
5.0
|
|
$
|
6.6
|
|
$
|
12.6
|
|
$
|
50.0
|
|
$
|
50.7
|
|
Avg. interest rate
|
4.77
|
%
|
4.84
|
%
|
4.72
|
%
|
4.72
|
%
|
4.59
|
%
|
4.46
|
%
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
—
|
|
$
|
—
|
|
$
|
300.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,150.0
|
|
$
|
1,450.0
|
|
$
|
1,486.6
|
|
Avg. interest rate
|
—
|
|
—
|
|
3.63
|
%
|
—
|
|
—
|
|
3.36
|
%
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Term Loan
|
$
|
34.4
|
|
$
|
46.9
|
|
$
|
25.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
106.3
|
|
$
|
105.6
|
|
Avg. interest rate
|
2.75
|
%
|
2.75
|
%
|
2.75
|
%
|
—
|
|
—
|
|
—
|
|
|
|
|
|
36
|
HUBBELL INCORPORATED - Form 10-K
|
HUBBELL INCORPORATED - Form 10-K
|
37
|
|
|
/s/ DAVID G. NORD
|
|
/s/ WILLIAM R. SPERRY
|
David G. Nord
|
|
William R. Sperry
|
Chairman of the Board and Chief Executive Officer
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
38
|
HUBBELL INCORPORATED - Form 10-K
|
HUBBELL INCORPORATED - Form 10-K
|
39
|
40
|
HUBBELL INCORPORATED - Form 10-K
|
|
Year Ended December 31,
|
||||||||
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net sales
|
$
|
4,591.0
|
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
Cost of goods sold
|
3,238.3
|
|
3,181.3
|
|
2,513.7
|
|
|||
Gross profit
|
1,352.7
|
|
1,300.4
|
|
1,155.1
|
|
|||
Selling & administrative expenses
|
756.1
|
|
743.5
|
|
636.3
|
|
|||
Operating income
|
596.6
|
|
556.9
|
|
518.8
|
|
|||
Gain on disposition of business (Note 3)
|
21.7
|
|
—
|
|
—
|
|
|||
Multi-employer pension charge (Note 15)
|
(8.5
|
)
|
—
|
|
—
|
|
|||
Interest expense
|
(69.4
|
)
|
(72.4
|
)
|
(44.9
|
)
|
|||
Investment income
|
1.5
|
|
0.1
|
|
0.9
|
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
(10.1
|
)
|
|||
Other expense, net
|
(21.4
|
)
|
(17.6
|
)
|
(21.6
|
)
|
|||
Total other expense
|
(76.1
|
)
|
(89.9
|
)
|
(75.7
|
)
|
|||
Income before income taxes
|
520.5
|
|
467.0
|
|
443.1
|
|
|||
Provision for income taxes
|
113.1
|
|
100.9
|
|
193.2
|
|
|||
Net income
|
407.4
|
|
366.1
|
|
249.9
|
|
|||
Less: Net income attributable to noncontrolling interest
|
6.5
|
|
5.9
|
|
6.8
|
|
|||
NET INCOME ATTRIBUTABLE TO HUBBELL
|
$
|
400.9
|
|
$
|
360.2
|
|
$
|
243.1
|
|
Earnings per share
|
|
|
|
|
|
|
|||
Basic
|
$
|
7.35
|
|
$
|
6.57
|
|
$
|
4.42
|
|
Diluted
|
$
|
7.31
|
|
$
|
6.54
|
|
$
|
4.39
|
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Net income
|
$
|
407.4
|
|
$
|
366.1
|
|
$
|
249.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|||
Currency translation adjustment:
|
|
|
|
||||||
Foreign currency translation adjustments
|
3.7
|
|
(33.9
|
)
|
28.9
|
|
|||
Reclassification of currency translation gains included in net income
|
(7.7
|
)
|
—
|
|
—
|
|
|||
Defined benefit pension and post-retirement plans, net of taxes of $5.3, ($6.3) and ($1.0)
|
(14.5
|
)
|
17.8
|
|
4.0
|
|
|||
Unrealized gain (loss) on investments, net of taxes of ($0.2), $0.4 and ($0.2)
|
2.6
|
|
(1.4
|
)
|
0.6
|
|
|||
Unrealized gains (losses) on cash flow hedges, net of taxes of $0.5, ($0.5) and $0.4
|
(1.3
|
)
|
1.6
|
|
(0.8
|
)
|
|||
Other comprehensive income (loss)
|
(17.2
|
)
|
(15.9
|
)
|
32.7
|
|
|||
Comprehensive income
|
390.2
|
|
350.2
|
|
282.6
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
6.5
|
|
5.9
|
|
6.8
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO HUBBELL
|
$
|
383.7
|
|
$
|
344.3
|
|
$
|
275.8
|
|
HUBBELL INCORPORATED - Form 10-K
|
41
|
|
At December 31,
|
|||||
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
||
ASSETS
|
|
|
|
|
||
Current Assets
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
182.0
|
|
$
|
189.0
|
|
Short-term investments
|
14.2
|
|
9.2
|
|
||
Accounts receivable, net
|
683.0
|
|
725.4
|
|
||
Inventories, net
|
633.0
|
|
651.0
|
|
||
Other current assets
|
62.0
|
|
69.1
|
|
||
Total Current Assets
|
1,574.2
|
|
1,643.7
|
|
||
Property, Plant, and Equipment, net
|
505.2
|
|
502.1
|
|
||
Other Assets
|
|
|
|
|
||
Investments
|
55.7
|
|
56.3
|
|
||
Goodwill
|
1,811.8
|
|
1,784.4
|
|
||
Intangible assets, net
|
781.5
|
|
819.5
|
|
||
Other long-term assets
|
174.6
|
|
66.1
|
|
||
TOTAL ASSETS
|
$
|
4,903.0
|
|
$
|
4,872.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
||
Short-term debt and current portion of long-term debt
|
$
|
65.4
|
|
$
|
56.1
|
|
Accounts payable
|
347.7
|
|
393.7
|
|
||
Accrued salaries, wages and employee benefits
|
101.5
|
|
101.6
|
|
||
Accrued insurance
|
68.1
|
|
61.3
|
|
||
Other accrued liabilities
|
262.2
|
|
226.6
|
|
||
Total Current Liabilities
|
844.9
|
|
839.3
|
|
||
Long-term Debt
|
1,506.0
|
|
1,737.1
|
|
||
Other Non-Current Liabilities
|
591.6
|
|
496.8
|
|
||
TOTAL LIABILITIES
|
2,942.5
|
|
3,073.2
|
|
||
Commitments and Contingencies (see Note 15)
|
|
|
|
|
||
Hubbell Shareholders’ Equity
|
|
|
|
|
||
Common stock, par value $.01
|
|
|
|
|
||
Common Stock - Authorized 200,000,000 shares, outstanding 54,514,172 and 54,715,188 shares
|
$
|
0.6
|
|
$
|
0.6
|
|
Additional paid-in capital
|
—
|
|
1.3
|
|
||
Retained earnings
|
2,279.4
|
|
2,064.4
|
|
||
Accumulated other comprehensive loss
|
(332.9
|
)
|
(285.7
|
)
|
||
Total Hubbell Shareholders’ Equity
|
1,947.1
|
|
1,780.6
|
|
||
Noncontrolling interest
|
13.4
|
|
18.3
|
|
||
TOTAL EQUITY
|
1,960.5
|
|
1,798.9
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
4,903.0
|
|
$
|
4,872.1
|
|
42
|
HUBBELL INCORPORATED - Form 10-K
|
|
Year Ended December 31,
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
|||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|||
Net income
|
$
|
407.4
|
|
$
|
366.1
|
|
$
|
249.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
151.0
|
|
148.4
|
|
98.2
|
|
|||
Deferred income taxes
|
6.1
|
|
49.0
|
|
(14.3
|
)
|
|||
Stock-based compensation
|
16.4
|
|
24.2
|
|
22.3
|
|
|||
Gain on disposition of business
|
(21.7
|
)
|
—
|
|
—
|
|
|||
Multi-employer pension charge
|
8.5
|
|
—
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
10.1
|
|
|||
Gain on sale of assets
|
(0.4
|
)
|
(4.0
|
)
|
(11.6
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|||
Decrease (increase) in accounts receivable
|
46.2
|
|
(75.4
|
)
|
3.9
|
|
|||
Decrease (increase) in inventories
|
12.2
|
|
34.2
|
|
(90.3
|
)
|
|||
(Decrease) increase in current liabilities
|
(36.2
|
)
|
15.6
|
|
57.4
|
|
|||
Changes in other assets and liabilities, net
|
0.9
|
|
(20.4
|
)
|
50.7
|
|
|||
Contributions to qualified defined benefit pension plans
|
(10.4
|
)
|
(27.9
|
)
|
(1.7
|
)
|
|||
Other, net
|
11.6
|
|
7.3
|
|
4.4
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
591.6
|
|
517.1
|
|
379.0
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|||
Capital expenditures
|
(93.9
|
)
|
(96.2
|
)
|
(79.7
|
)
|
|||
Acquisitions, net of cash acquired
|
(70.8
|
)
|
(1,118.0
|
)
|
(184.1
|
)
|
|||
Proceeds from disposal of business, net of cash
|
33.4
|
|
—
|
|
—
|
|
|||
Purchases of available-for-sale investments
|
(14.1
|
)
|
(16.6
|
)
|
(20.9
|
)
|
|||
Proceeds from sales of available-for-sale investments
|
12.5
|
|
20.5
|
|
17.4
|
|
|||
Proceeds from disposition of assets
|
3.1
|
|
6.8
|
|
18.4
|
|
|||
Other, net
|
0.9
|
|
2.1
|
|
3.3
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(128.9
|
)
|
(1,201.4
|
)
|
(245.6
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|||||
Issuance of long-term debt
|
—
|
|
947.5
|
|
297.6
|
|
|||
Payment of long-term debt
|
(225.0
|
)
|
(168.8
|
)
|
(300.0
|
)
|
|||
Issuance of short-term debt
|
0.7
|
|
0.8
|
|
66.3
|
|
|||
Payment of short-term debt
|
(0.8
|
)
|
(38.0
|
)
|
(1.7
|
)
|
|||
Make whole payment for extinguishment of long-term debt
|
—
|
|
—
|
|
(9.9
|
)
|
|||
Debt issuance cost
|
—
|
|
(7.6
|
)
|
(3.0
|
)
|
|||
Payment of dividends
|
(186.6
|
)
|
(172.3
|
)
|
(157.6
|
)
|
|||
Payment of dividends to noncontrolling interest
|
(11.3
|
)
|
(3.9
|
)
|
(3.5
|
)
|
|||
Acquisition of common shares
|
(35.0
|
)
|
(40.0
|
)
|
(92.5
|
)
|
|||
Other
|
(13.0
|
)
|
(11.2
|
)
|
(10.0
|
)
|
|||
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES
|
(471.0
|
)
|
506.5
|
|
(214.3
|
)
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
1.3
|
|
(8.2
|
)
|
18.3
|
|
|||
Increase (Decrease) in cash and cash equivalents
|
(7.0
|
)
|
(186.0
|
)
|
(62.6
|
)
|
|||
Cash and cash equivalents, beginning of year
|
189.0
|
|
375.0
|
|
437.6
|
|
|||
Cash and cash equivalents, end of year
|
$
|
182.0
|
|
$
|
189.0
|
|
$
|
375.0
|
|
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, 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
|
)
|
|||||||||||
Directors 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
|
|
|||||||||||
Directors 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
|
|
Net income
|
|
|
400.9
|
|
|
400.9
|
|
6.5
|
|
|||||||||
Other comprehensive (loss) income
|
|
|
|
(17.2
|
)
|
(17.2
|
)
|
|
||||||||||
Stock-based compensation
|
|
16.4
|
|
|
|
16.4
|
|
|
||||||||||
Reclassification of stranded tax effects
|
|
|
30.0
|
|
(30.0
|
)
|
|
|
||||||||||
Acquisition/surrender of common shares(1)
|
|
(18.3
|
)
|
(28.9
|
)
|
|
(47.2
|
)
|
|
|||||||||
Cash dividends declared ($3.43 per share)
|
|
|
(187.0
|
)
|
|
(187.0
|
)
|
|
||||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
(11.4
|
)
|
|||||||||||
Directors deferred compensation
|
|
0.6
|
|
|
|
0.6
|
|
|
||||||||||
BALANCE AT
DECEMBER 31, 2019
|
$
|
0.6
|
|
$
|
—
|
|
$
|
2,279.4
|
|
$
|
(332.9
|
)
|
$
|
1,947.1
|
|
$
|
13.4
|
|
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
|
|
|
Twelve Months Ended December 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Net sales
|
|
|
|
||||||
Hubbell Commercial and Industrial
|
$
|
902.1
|
|
$
|
910.8
|
|
$
|
864.5
|
|
Hubbell Construction and Energy
|
808.7
|
|
799.7
|
|
732.6
|
|
|||
Hubbell Lighting
|
914.9
|
|
950.1
|
|
935.7
|
|
|||
Hubbell Power Systems
|
1,965.3
|
|
1,821.1
|
|
1,136.0
|
|
|||
Total net sales
|
$
|
4,591.0
|
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
|
Twelve Months Ended December 31, 2019
|
|
Twelve Months Ended December 31, 2018
|
|
Twelve Months Ended December 31, 2017
|
||||||||||||||||||||||||
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
||||||||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
United States
|
$
|
2,358.2
|
|
$
|
1,832.3
|
|
$
|
4,190.5
|
|
|
$
|
2,365.4
|
|
$
|
1,675.2
|
|
$
|
4,040.6
|
|
|
$
|
2,229.3
|
|
$
|
1,051.6
|
|
$
|
3,280.9
|
|
International
|
267.5
|
|
133.0
|
|
400.5
|
|
|
295.2
|
|
145.9
|
|
441.1
|
|
|
303.5
|
|
84.4
|
|
387.9
|
|
|||||||||
Total net sales
|
$
|
2,625.7
|
|
$
|
1,965.3
|
|
$
|
4,591.0
|
|
|
$
|
2,660.6
|
|
$
|
1,821.1
|
|
$
|
4,481.7
|
|
|
$
|
2,532.8
|
|
$
|
1,136.0
|
|
$
|
3,668.8
|
|
50
|
HUBBELL INCORPORATED - Form 10-K
|
HUBBELL INCORPORATED - Form 10-K
|
51
|
|
|
Tangible assets acquired
|
$
|
21.7
|
|
Intangible assets
|
33.2
|
|
|
Goodwill
|
29.4
|
|
|
Net deferred taxes
|
(5.7
|
)
|
|
Other liabilities assumed
|
(9.3
|
)
|
|
Total Estimate of Consideration Transferred, Net of Cash Acquired
|
$
|
69.3
|
|
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
|
(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
|
|
|
|
|
2019
|
|
2018
|
|
||
Trade accounts receivable
|
$
|
696.8
|
|
$
|
739.1
|
|
Non-trade receivables
|
29.9
|
|
26.2
|
|
||
Accounts receivable, gross
|
726.7
|
|
765.3
|
|
||
Allowance for credit memos, returns and cash discounts
|
(36.0
|
)
|
(35.1
|
)
|
||
Allowance for doubtful accounts
|
(7.7
|
)
|
(4.8
|
)
|
||
Total allowances
|
(43.7
|
)
|
(39.9
|
)
|
||
ACCOUNTS RECEIVABLE, NET
|
$
|
683.0
|
|
$
|
725.4
|
|
HUBBELL INCORPORATED - Form 10-K
|
54
|
|
|
|
2019
|
|
2018
|
|
||
Raw material
|
$
|
217.4
|
|
$
|
220.2
|
|
Work-in-process
|
101.8
|
|
110.3
|
|
||
Finished goods
|
403.6
|
|
402.3
|
|
||
|
722.8
|
|
732.8
|
|
||
Excess of FIFO over LIFO cost basis
|
(89.8
|
)
|
(81.8
|
)
|
||
INVENTORIES, NET
|
$
|
633.0
|
|
$
|
651.0
|
|
|
|
|
Segment
|
|
|||||||
|
Electrical
|
|
Power
|
|
Total
|
|
|||
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
|
|
Current year acquisitions(1)
|
15.2
|
|
14.2
|
|
29.4
|
|
|||
Dispositions(1)
|
(3.1
|
)
|
—
|
|
(3.1
|
)
|
|||
Foreign currency translation
|
1.5
|
|
(0.4
|
)
|
1.1
|
|
|||
BALANCE AT DECEMBER 31, 2019
|
$
|
727.7
|
|
$
|
1,084.1
|
|
$
|
1,811.8
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
Gross Amount
|
|
Accumulated
Amortization
|
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
||||
Definite-lived:
|
|
|
|
|
|
|
|
|
|
||||
Patents, tradenames and trademarks
|
$
|
202.7
|
|
$
|
(65.0
|
)
|
|
$
|
204.4
|
|
$
|
(58.6
|
)
|
Customer relationships, developed technology and other
|
861.0
|
|
(270.8
|
)
|
|
833.0
|
|
(212.6
|
)
|
||||
TOTAL DEFINITE-LIVED INTANGIBLES
|
1,063.7
|
|
(335.8
|
)
|
|
1,037.4
|
|
(271.2
|
)
|
||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
||||
Tradenames and other
|
53.6
|
|
—
|
|
|
53.3
|
|
—
|
|
||||
TOTAL INTANGIBLE ASSETS
|
$
|
1,117.3
|
|
$
|
(335.8
|
)
|
|
$
|
1,090.7
|
|
$
|
(271.2
|
)
|
HUBBELL INCORPORATED - Form 10-K
|
55
|
|
|
|
Amortized Cost
|
|
Fair Value
|
|
||
Available-for-sale securities
|
|
|
|
|
||
Due within 1 year
|
$
|
14.2
|
|
$
|
14.2
|
|
After 1 year but within 5 years
|
23.1
|
|
23.6
|
|
||
After 5 years but within 10 years
|
4.9
|
|
5.1
|
|
||
Due after 10 years
|
7.8
|
|
7.8
|
|
||
TOTAL
|
$
|
50.0
|
|
$
|
50.7
|
|
|
|
|
2019
|
|
2018
|
|
||
Land
|
$
|
37.7
|
|
$
|
42.2
|
|
Buildings and improvements
|
285.3
|
|
277.3
|
|
||
Machinery, tools, and equipment
|
896.0
|
|
863.5
|
|
||
Construction-in-progress
|
35.3
|
|
46.2
|
|
||
Gross property, plant, and equipment
|
1,254.3
|
|
1,229.2
|
|
||
Less accumulated depreciation
|
(749.1
|
)
|
(727.1
|
)
|
||
PROPERTY, PLANT, AND EQUIPMENT, NET
|
$
|
505.2
|
|
$
|
502.1
|
|
56
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
|
2019
|
|
2018
|
|
||
Customer program incentives
|
$
|
49.0
|
|
$
|
52.4
|
|
Accrued income taxes
|
6.0
|
|
3.4
|
|
||
Contract liabilities - deferred revenue
|
31.0
|
|
27.7
|
|
||
Customer refund liability
|
19.0
|
|
15.3
|
|
||
Accrued warranties(1)
|
24.0
|
|
33.5
|
|
||
Current operating lease liabilities(2)
|
29.6
|
|
—
|
|
||
Other
|
103.6
|
|
94.3
|
|
||
TOTAL
|
$
|
262.2
|
|
$
|
226.6
|
|
|
|
|
2019
|
|
2018
|
|
||
Pensions
|
$
|
198.5
|
|
$
|
177.0
|
|
Other post-employment benefits
|
21.5
|
|
23.7
|
|
||
Deferred tax liabilities
|
126.8
|
|
120.0
|
|
||
Accrued warranties long-term(1)
|
58.1
|
|
59.2
|
|
||
Non-current operating lease liabilities(2)
|
71.7
|
|
—
|
|
||
Other
|
115.0
|
|
116.9
|
|
||
TOTAL
|
$
|
591.6
|
|
$
|
496.8
|
|
HUBBELL INCORPORATED - Form 10-K
|
57
|
|
|
58
|
HUBBELL INCORPORATED - Form 10-K
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
844.3
|
|
$
|
956.1
|
|
|
$
|
26.1
|
|
$
|
27.0
|
|
Acquisitions
|
—
|
|
1.3
|
|
|
—
|
|
—
|
|
||||
Service cost
|
2.2
|
|
3.8
|
|
|
0.1
|
|
0.1
|
|
||||
Interest cost
|
34.6
|
|
34.3
|
|
|
1.1
|
|
1.0
|
|
||||
Plan participants’ contributions
|
0.4
|
|
0.4
|
|
|
—
|
|
—
|
|
||||
Amendments
|
—
|
|
3.6
|
|
|
—
|
|
—
|
|
||||
Actuarial loss/(gain)
|
107.0
|
|
(72.4
|
)
|
|
(2.0
|
)
|
(0.5
|
)
|
||||
Curtailment gain
|
—
|
|
(5.7
|
)
|
|
—
|
|
—
|
|
||||
Currency impact
|
3.6
|
|
(5.7
|
)
|
|
—
|
|
—
|
|
||||
Other
|
0.1
|
|
(0.5
|
)
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(53.5
|
)
|
(70.9
|
)
|
|
(1.5
|
)
|
(1.5
|
)
|
||||
Benefit obligation at end of year
|
$
|
938.7
|
|
$
|
844.3
|
|
|
$
|
23.8
|
|
$
|
26.1
|
|
Change in plan assets
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
670.1
|
|
$
|
738.8
|
|
|
$
|
—
|
|
$
|
—
|
|
Acquisitions
|
—
|
|
1.2
|
|
|
—
|
|
—
|
|
||||
Actual return on plan assets
|
106.2
|
|
(27.5
|
)
|
|
—
|
|
—
|
|
||||
Employer contributions
|
16.4
|
|
34.0
|
|
|
1.5
|
|
1.5
|
|
||||
Plan participants’ contributions
|
0.4
|
|
0.4
|
|
|
—
|
|
—
|
|
||||
Currency impact
|
3.8
|
|
(5.9
|
)
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(53.5
|
)
|
(70.9
|
)
|
|
(1.5
|
)
|
(1.5
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
743.4
|
|
$
|
670.1
|
|
|
$
|
—
|
|
$
|
—
|
|
FUNDED STATUS
|
$
|
(195.3
|
)
|
$
|
(174.2
|
)
|
|
$
|
(23.8
|
)
|
$
|
(26.1
|
)
|
Amounts recognized in the consolidated balance sheet consist of:
|
|
|
|
|
|
||||||||
Prepaid pensions (included in Other long-term assets)
|
$
|
8.6
|
|
$
|
8.0
|
|
|
$
|
—
|
|
$
|
—
|
|
Accrued benefit liability (short-term and long-term)
|
(203.9
|
)
|
(182.2
|
)
|
|
(23.8
|
)
|
(26.1
|
)
|
||||
NET AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET
|
$
|
(195.3
|
)
|
$
|
(174.2
|
)
|
|
$
|
(23.8
|
)
|
$
|
(26.1
|
)
|
Amounts recognized in Accumulated other comprehensive loss (income) consist of:
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
263.4
|
|
$
|
240.8
|
|
|
$
|
0.3
|
|
$
|
2.4
|
|
Prior service cost (credit)
|
3.6
|
|
4.1
|
|
|
(0.4
|
)
|
(1.3
|
)
|
||||
NET AMOUNT RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS
|
$
|
267.0
|
|
$
|
244.9
|
|
|
$
|
(0.1
|
)
|
$
|
1.1
|
|
|
2019
|
|
2018
|
|
||
Projected benefit obligation
|
$
|
823.8
|
|
$
|
744.0
|
|
Accumulated benefit obligation
|
$
|
819.0
|
|
$
|
735.4
|
|
Fair value of plan assets
|
$
|
620.0
|
|
$
|
561.7
|
|
HUBBELL INCORPORATED - Form 10-K
|
59
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
2.2
|
|
$
|
3.8
|
|
$
|
5.9
|
|
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
0.1
|
|
Interest cost
|
34.6
|
|
34.3
|
|
37.2
|
|
|
1.1
|
|
1.0
|
|
1.0
|
|
||||||
Expected return on plan assets
|
(30.7
|
)
|
(33.5
|
)
|
(34.1
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.2
|
|
0.1
|
|
0.1
|
|
|
(0.9
|
)
|
(0.8
|
)
|
(1.0
|
)
|
||||||
Amortization of actuarial losses (gains)
|
9.6
|
|
10.5
|
|
11.4
|
|
|
0.1
|
|
—
|
|
—
|
|
||||||
Curtailment and settlement losses
|
0.3
|
|
—
|
|
0.4
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
16.2
|
|
$
|
15.2
|
|
$
|
20.9
|
|
|
$
|
0.4
|
|
$
|
0.3
|
|
$
|
0.1
|
|
Changes recognized in other comprehensive loss (income), before tax:
|
|
|
|
|
|
|
|
||||||||||||
Current year net actuarial loss (gain)
|
$
|
31.5
|
|
$
|
(15.8
|
)
|
$
|
4.2
|
|
|
$
|
(2.0
|
)
|
$
|
(0.4
|
)
|
$
|
1.4
|
|
Current year prior service credit
|
—
|
|
2.0
|
|
0.3
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
(0.2
|
)
|
(0.1
|
)
|
(0.1
|
)
|
|
0.9
|
|
1.0
|
|
1.0
|
|
||||||
Amortization of net actuarial (losses) gains
|
(9.6
|
)
|
(10.5
|
)
|
(11.4
|
)
|
|
(0.1
|
)
|
(0.2
|
)
|
—
|
|
||||||
Currency impact
|
0.7
|
|
(1.3
|
)
|
3.5
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Other adjustments
|
(0.3
|
)
|
—
|
|
(0.4
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Total recognized in other comprehensive loss
|
22.1
|
|
(25.7
|
)
|
(3.9
|
)
|
|
(1.2
|
)
|
0.4
|
|
2.4
|
|
||||||
TOTAL RECOGNIZED IN NET PERIODIC PENSION COST AND OTHER COMPREHENSIVE LOSS
|
$
|
38.3
|
|
$
|
(10.5
|
)
|
$
|
17.0
|
|
|
$
|
(0.8
|
)
|
$
|
0.7
|
|
$
|
2.5
|
|
60
|
HUBBELL INCORPORATED - Form 10-K
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.17
|
%
|
4.24
|
%
|
3.67
|
%
|
|
3.30
|
%
|
4.40
|
%
|
3.70
|
%
|
Rate of compensation increase
|
2.94
|
%
|
3.25
|
%
|
3.24
|
%
|
|
4.00
|
%
|
4.05
|
%
|
4.00
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.24
|
%
|
3.67
|
%
|
4.12
|
%
|
|
4.40
|
%
|
3.70
|
%
|
4.10
|
%
|
Expected return on plan assets
|
4.75
|
%
|
4.68
|
%
|
4.94
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
3.25
|
%
|
3.24
|
%
|
3.55
|
%
|
|
4.05
|
%
|
4.00
|
%
|
3.93
|
%
|
|
Other Benefits
|
|||||
|
2019
|
|
2018
|
|
2017
|
|
Assumed health care cost trend rates at December 31,
|
|
|
|
|
|
|
Health care cost trend assumed for next year
|
6.6
|
%
|
6.8
|
%
|
7.0
|
%
|
Rate to which the cost trend is assumed to decline
|
5.0
|
%
|
5.0
|
%
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
2028
|
|
2028
|
|
2028
|
|
HUBBELL INCORPORATED - Form 10-K
|
61
|
|
Percentage of Plan Assets
|
|||||
|
Target
|
Actual
|
||||
Asset Category
|
2020
|
|
2019
|
|
2018
|
|
Equity securities
|
22
|
%
|
25
|
%
|
19
|
%
|
Debt securities & Cash
|
76
|
%
|
73
|
%
|
67
|
%
|
Alternative Investments
|
2
|
%
|
2
|
%
|
14
|
%
|
TOTAL
|
100
|
%
|
100
|
%
|
100
|
%
|
62
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
Quoted Prices in Active
Markets for Identical Assets
|
Quoted Prices in Active
Market for Similar Asset
|
Significant
Unobservable Inputs
|
Investments Priced
Using Net Asset Value
|
||||||||||
Asset Category
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|
||||||||||
Cash and cash equivalents
|
$
|
16.6
|
|
$
|
16.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
Equity Mutual Funds
|
31.6
|
|
31.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Common Pooled Equity Funds (b)
|
144.0
|
|
—
|
|
144.0
|
|
—
|
|
—
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
64.5
|
|
—
|
|
64.5
|
|
—
|
|
—
|
|
|||||
State and Local Municipal Bonds
|
9.4
|
|
—
|
|
9.4
|
|
—
|
|
—
|
|
|||||
Sovereign Debt
|
7.6
|
|
—
|
|
7.6
|
|
—
|
|
—
|
|
|||||
Corporate Bonds (c)
|
122.9
|
|
0.1
|
|
122.8
|
|
—
|
|
—
|
|
|||||
Fixed Income Mutual Funds
|
54.2
|
|
54.2
|
|
—
|
|
—
|
|
—
|
|
|||||
Common Pooled Fixed Income Funds (d)
|
252.3
|
|
—
|
|
252.3
|
|
—
|
|
—
|
|
|||||
Alternative Investment Funds (e)
|
18.1
|
|
—
|
|
0.9
|
|
—
|
|
17.2
|
|
|||||
Common Pooled Funds (f)
|
22.2
|
|
0.5
|
|
21.7
|
|
—
|
|
—
|
|
|||||
BALANCE AT DECEMBER 31, 2019
|
$
|
743.4
|
|
$
|
103.0
|
|
$
|
623.2
|
|
$
|
—
|
|
$
|
17.2
|
|
|
|
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 (g)
|
8.2
|
|
8.2
|
|
—
|
|
—
|
|
—
|
|
|||||
U.S. Mid-cap and Small-cap Growth (h)
|
3.1
|
|
3.1
|
|
—
|
|
—
|
|
—
|
|
|||||
International Large-cap
|
8.6
|
|
8.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Emerging Markets (a)
|
13.3
|
|
8.1
|
|
5.2
|
|
—
|
|
—
|
|
|||||
Common Pooled Equity Funds (b)
|
12.7
|
|
—
|
|
12.7
|
|
—
|
|
—
|
|
|||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
378.0
|
|
—
|
|
378.0
|
|
—
|
|
—
|
|
|||||
Corporate Bonds (c)
|
0.3
|
|
0.3
|
|
—
|
|
—
|
|
—
|
|
|||||
Asset Backed Securities and Other
|
22.8
|
|
—
|
|
22.8
|
|
—
|
|
—
|
|
|||||
Common Pooled Fixed Income Funds (d)
|
61.8
|
|
—
|
|
57.6
|
|
—
|
|
4.2
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||
Assets (i)
|
8.2
|
|
8.0
|
|
0.2
|
|
—
|
|
—
|
|
|||||
(Liabilities) (i)
|
(7.9
|
)
|
(6.9
|
)
|
(1.0
|
)
|
—
|
|
—
|
|
|||||
Alternative Investment Funds (e)
|
96.8
|
|
11.6
|
|
3.3
|
|
—
|
|
81.9
|
|
|||||
Common Pooled Funds (f)
|
17.7
|
|
0.9
|
|
16.8
|
|
—
|
|
—
|
|
|||||
BALANCE AT DECEMBER 31, 2018
|
$
|
670.6
|
|
$
|
88.9
|
|
$
|
495.6
|
|
$
|
—
|
|
$
|
86.1
|
|
(a)
|
Includes open ended emerging markets mutual funds.
|
(b)
|
Investments in Common Pooled Equity Funds, including funds and fund products investing in various equity securities
|
(c)
|
Includes primarily investment grade bonds from diverse industries
|
(d)
|
Investments in Common Pooled Fixed Income Funds, including funds and fund products investing in various fixed income investments
|
(e)
|
Includes investments in hedge funds, including fund of funds products and open end mutual funds
|
(f)
|
Investments in Common Pooled Funds, consisting of equities and fixed income securities
|
(g)
|
Includes an actively managed portfolio of large-cap U.S. stocks.
|
(h)
|
Includes an investment in a small cap open ended mutual fund.
|
(i)
|
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.
|
HUBBELL INCORPORATED - Form 10-K
|
63
|
|
Pension
Benefits
|
|
Other Benefits
|
|
||
2020
|
$
|
53.9
|
|
$
|
2.2
|
|
2021
|
$
|
53.2
|
|
$
|
2.1
|
|
2022
|
$
|
54.8
|
|
$
|
2.0
|
|
2023
|
$
|
55.3
|
|
$
|
1.9
|
|
2024
|
$
|
55.2
|
|
$
|
1.8
|
|
2025-2028
|
$
|
270.3
|
|
$
|
7.5
|
|
|
|
|
Maturity
|
2019
|
2018
|
|
|||
Senior notes at 3.625%
|
2022
|
$
|
298.8
|
|
$
|
298.3
|
|
Senior notes at 3.35%
|
2026
|
395.7
|
|
395.1
|
|
||
Senior notes at 3.15%
|
2027
|
295.9
|
|
295.4
|
|
||
Senior notes at 3.50%
|
2028
|
444.0
|
|
443.3
|
|
||
Term loan, net of current portion of $34.4 and $25 million, respectively
|
2023
|
71.6
|
|
305.0
|
|
||
TOTAL LONG-TERM DEBT(a)
|
|
$
|
1,506.0
|
|
$
|
1,737.1
|
|
64
|
HUBBELL INCORPORATED - Form 10-K
|
◦
|
$26.0 million of commercial paper borrowings outstanding at December 31, 2019 and 2018.
|
◦
|
$34.4 million at December 31, 2019 and $25.0 million at December 31, 2018, respectively, of long-term debt classified as short-term within current liabilities in the Consolidated Balance Sheets, reflecting maturities within the next twelve months relating to our borrowing under the Term Loan.
|
◦
|
$5.0 million at December 31, 2019 and $5.1 million at December 31, 2018, respectively, of borrowings to support our international operations in China.
|
|
2019
|
2018
|
||
Interest rate on short-term debt:
|
|
|
|
|
At year end
|
2.59
|
%
|
3.21
|
%
|
HUBBELL INCORPORATED - Form 10-K
|
65
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
Income before income taxes:
|
|
|
|
||||||
United States
|
$
|
406.7
|
|
$
|
360.8
|
|
$
|
354.7
|
|
International
|
113.8
|
|
106.2
|
|
88.4
|
|
|||
TOTAL INCOME BEFORE INCOME TAXES
|
$
|
520.5
|
|
$
|
467.0
|
|
$
|
443.1
|
|
Provision for income taxes — current:
|
|
|
|
|
|||||
Federal
|
$
|
65.0
|
|
$
|
12.3
|
|
$
|
164.1
|
|
State
|
16.6
|
|
21.8
|
|
15.3
|
|
|||
International
|
25.4
|
|
17.8
|
|
28.1
|
|
|||
Total provision — current
|
107.0
|
|
51.9
|
|
207.5
|
|
|||
Provision for income taxes — deferred:
|
|
|
|
|
|
|
|||
Federal
|
8.6
|
|
35.0
|
|
(10.4
|
)
|
|||
State
|
0.5
|
|
9.4
|
|
(0.9
|
)
|
|||
International
|
(3.0
|
)
|
4.6
|
|
(3.0
|
)
|
|||
Total provision — deferred
|
6.1
|
|
49.0
|
|
(14.3
|
)
|
|||
TOTAL PROVISION FOR INCOME TAXES
|
$
|
113.1
|
|
$
|
100.9
|
|
$
|
193.2
|
|
66
|
HUBBELL INCORPORATED - Form 10-K
|
|
2019
|
|
2018
|
|
||
Deferred tax assets:
|
|
|
||||
Inventories
|
$
|
10.1
|
|
$
|
6.2
|
|
Right-of-use assets
|
24.8
|
|
—
|
|
||
Income tax credits
|
26.9
|
|
24.5
|
|
||
Accrued liabilities
|
37.8
|
|
35.9
|
|
||
Pension
|
53.4
|
|
49.6
|
|
||
Post retirement and post employment benefits
|
6.0
|
|
6.6
|
|
||
Stock-based compensation
|
9.7
|
|
13.1
|
|
||
Loss Carryforwards
|
21.3
|
|
22.2
|
|
||
Miscellaneous other
|
11.9
|
|
8.8
|
|
||
Gross deferred tax assets
|
201.9
|
|
166.9
|
|
||
Valuation allowance
|
(29.0
|
)
|
(21.8
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
172.9
|
|
145.1
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||
Liability on undistributed foreign earnings
|
(8.6
|
)
|
(10.9
|
)
|
||
Goodwill and Intangibles
|
(212.3
|
)
|
(206.4
|
)
|
||
Lease liabilities
|
(24.2
|
)
|
—
|
|
||
Property, plant, and equipment
|
(48.4
|
)
|
(41.4
|
)
|
||
Total deferred tax liabilities
|
(293.5
|
)
|
(258.7
|
)
|
||
TOTAL NET DEFERRED TAX LIABILITY
|
$
|
(120.6
|
)
|
$
|
(113.6
|
)
|
Deferred taxes are reflected in the Consolidated Balance Sheet as follows:
|
|
|
|
|
||
Non-current tax assets (included in Other long-term assets)
|
6.2
|
|
6.4
|
|
||
Non-current tax liabilities (included in Other Non-Current Liabilities)
|
(126.8
|
)
|
(120.0
|
)
|
||
TOTAL NET DEFERRED TAX LIABILITY
|
$
|
(120.6
|
)
|
$
|
(113.6
|
)
|
HUBBELL INCORPORATED - Form 10-K
|
67
|
|
2019
|
|
2018
|
|
2017
|
|
|||
Unrecognized tax benefits at beginning of year
|
$
|
38.9
|
|
$
|
29.5
|
|
$
|
20.2
|
|
Additions based on tax positions relating to the current year
|
7.0
|
|
3.8
|
|
13.6
|
|
|||
Reductions based on expiration of statute of limitations
|
(5.2
|
)
|
(1.7
|
)
|
(1.4
|
)
|
|||
Additions to tax positions relating to previous years
|
1.6
|
|
7.4
|
|
1.0
|
|
|||
Settlements
|
(0.4
|
)
|
(0.1
|
)
|
(3.9
|
)
|
|||
TOTAL UNRECOGNIZED TAX BENEFITS
|
$
|
41.9
|
|
$
|
38.9
|
|
$
|
29.5
|
|
|
2019
|
|
2018
|
|
2017
|
|
Federal statutory income tax rate
|
21.0
|
%
|
21.0
|
%
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2.8
|
|
4.5
|
|
1.2
|
|
Foreign income taxes
|
(0.7
|
)
|
(1.1
|
)
|
(3.1
|
)
|
Federal R&D Credit
|
(1.2
|
)
|
(1.0
|
)
|
(1.0
|
)
|
TCJA and related
|
—
|
|
(1.3
|
)
|
12.8
|
|
Other, net
|
(0.2
|
)
|
(0.5
|
)
|
(1.3
|
)
|
CONSOLIDATED EFFECTIVE INCOME TAX RATE
|
21.7
|
%
|
21.6
|
%
|
43.6
|
%
|
68
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
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
|
HUBBELL INCORPORATED - Form 10-K
|
69
|
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)
|
$
|
27.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
27.5
|
|
Available for sale investments
|
—
|
|
50.7
|
|
—
|
|
50.7
|
|
||||
Trading securities
|
19.2
|
|
—
|
|
—
|
|
19.2
|
|
||||
Deferred compensation plan liabilities
|
(19.2
|
)
|
—
|
|
—
|
|
(19.2
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Forward exchange contracts-(Liabilities) (c)
|
—
|
|
(0.3
|
)
|
—
|
|
(0.3
|
)
|
||||
BALANCE AT DECEMBER 31, 2019
|
$
|
27.5
|
|
$
|
50.4
|
|
$
|
—
|
|
$
|
77.9
|
|
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
|
|
(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.
|
70
|
HUBBELL INCORPORATED - Form 10-K
|
|
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
|
2019
|
|
2018
|
|
(Effective Portion)
|
2019
|
|
2018
|
|
||||
Forward exchange contract
|
$
|
(0.8
|
)
|
$
|
1.9
|
|
Net sales
|
$
|
0.2
|
|
$
|
0.1
|
|
|
|
|
Cost of goods sold
|
$
|
0.3
|
|
$
|
0.2
|
|
HUBBELL INCORPORATED - Form 10-K
|
71
|
|
|
72
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
|
Common Stock
|
|
OUTSTANDING AT DECEMBER 31, 2016
|
55,532
|
|
Exercise of stock options/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
|
|
Exercise of stock appreciation rights
|
84
|
|
Director compensation arrangements, net
|
10
|
|
Restricted/performance shares activity, net of forfeitures
|
39
|
|
Acquisition/surrender of shares
|
(334
|
)
|
OUTSTANDING AT DECEMBER 31, 2019
|
54,514
|
|
|
Common Stock
|
|
|
||
Future grant of stock-based compensation
|
2,333
|
|
Shares reserved under other equity compensation plans
|
152
|
|
TOTAL
|
2,485
|
|
HUBBELL INCORPORATED - Form 10-K
|
73
|
|
|
74
|
HUBBELL INCORPORATED - Form 10-K
|
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
|
|
|
Shares
|
Weighted Average Grant Date Fair Value/Share
|
|||
RESTRICTED STOCK AT DECEMBER 31, 2018
|
284
|
|
$
|
108.40
|
|
Shares granted
|
18
|
|
127.89
|
|
|
Shares vested
|
(84
|
)
|
105.70
|
|
|
Shares forfeited
|
(20
|
)
|
110.71
|
|
|
RESTRICTED STOCK AT DECEMBER 31, 2019
|
198
|
|
$
|
110.89
|
|
|
Number of Rights
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
|||||
OUTSTANDING AT DECEMBER 31, 2018
|
2,111
|
|
$
|
107.01
|
|
|
|
|
|
Granted
|
40
|
|
129.28
|
|
|
|
|
||
Exercised
|
(474
|
)
|
94.72
|
|
|
|
|
||
Forfeited
|
(93
|
)
|
115.63
|
|
|
|
|
||
Canceled
|
(12
|
)
|
128.32
|
|
|
|
|||
OUTSTANDING AT DECEMBER 31, 2019
|
1,572
|
|
$
|
110.66
|
|
6.8 Years
|
$
|
58,410
|
|
EXERCISABLE AT DECEMBER 31, 2019
|
1,198
|
|
$
|
109.01
|
|
6.2 Years
|
$
|
46,497
|
|
HUBBELL INCORPORATED - Form 10-K
|
75
|
Grant Date
|
Expected Dividend Yield
|
Expected Volatility
|
Risk Free Interest Rate
|
Expected Term
|
Weighted Avg. Grant Date Fair Value of 1 SAR
|
|||||
2019
|
2.7
|
%
|
22.7
|
%
|
1.8
|
%
|
5.5 Years
|
$
|
21.25
|
|
2018
|
2.9
|
%
|
21.7
|
%
|
2.8
|
%
|
5.5 Years
|
$
|
18.23
|
|
2017
|
2.6
|
%
|
18.0
|
%
|
2.2
|
%
|
5.5 Years
|
$
|
17.45
|
|
Grant Date
|
Shares Outstanding at 12/31/2019
|
Fair Value
|
Performance Period
|
Payout Range
|
||||
2018
|
51,062
|
$
|
98.80
|
|
Jan 2019-Dec 2021
|
0-200% +/- 20%
|
76
|
HUBBELL INCORPORATED - Form 10-K
|
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
|
|
Grant Date
|
Shares Outstanding at 12/31/2019
|
Fair Value
|
Performance Period
|
Payout Range
|
||||
2017
|
19,389
|
$
|
118.55
|
|
Jan 2018 - Dec 2020
|
0-250%
|
||
2016
|
23,276
|
$
|
105.48
|
|
Jan 2017 - Dec 2019
|
0-250%
|
HUBBELL INCORPORATED - Form 10-K
|
77
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
Numerator:
|
|
|
|
|
|
|
|||
Net income attributable to Hubbell
|
$
|
400.9
|
|
$
|
360.2
|
|
$
|
243.1
|
|
Less: Earnings allocated to participating securities
|
(1.5
|
)
|
(1.3
|
)
|
(0.8
|
)
|
|||
Net income available to common shareholders
|
$
|
399.4
|
|
$
|
358.9
|
|
$
|
242.3
|
|
Denominator:
|
|
|
|
|
|||||
Average number of common shares outstanding
|
54.4
|
|
54.6
|
|
54.8
|
|
|||
Potential dilutive shares
|
0.3
|
|
0.3
|
|
0.3
|
|
|||
Average number of diluted shares outstanding
|
54.7
|
|
54.9
|
|
55.1
|
|
|||
Earnings per share:
|
|
|
|
|
|||||
Basic
|
$
|
7.35
|
|
$
|
6.57
|
|
$
|
4.42
|
|
Diluted
|
$
|
7.31
|
|
$
|
6.54
|
|
$
|
4.39
|
|
78
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
(Debit) credit
|
Cash Flow
Hedge (Loss) Gain
|
Unrealized
Gain (Loss) on
Available-for-Sale Securities
|
Pension and
Post Retirement
Benefit Plan Adjustment
|
Cumulative
Translation Adjustment
|
Total
|
||||||||||
BALANCE AT DECEMBER 31, 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
|
)
|
Other comprehensive income (loss) before Reclassifications
|
(0.8
|
)
|
0.8
|
|
(21.5
|
)
|
3.7
|
|
(17.8
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.5
|
)
|
1.8
|
|
7.0
|
|
(7.7
|
)
|
0.6
|
|
|||||
Current period other comprehensive income (loss)
|
(1.3
|
)
|
2.6
|
|
(14.5
|
)
|
(4.0
|
)
|
(17.2
|
)
|
|||||
Reclassification of stranded tax effects
|
—
|
|
—
|
|
(30.0
|
)
|
—
|
|
(30.0
|
)
|
|||||
BALANCE AT DECEMBER 31, 2019
|
$
|
(0.5
|
)
|
$
|
0.6
|
|
$
|
(203.2
|
)
|
$
|
(129.8
|
)
|
$
|
(332.9
|
)
|
HUBBELL INCORPORATED - Form 10-K
|
79
|
Details about Accumulated Other Comprehensive Loss Components
|
2019
|
|
|
2018
|
|
|
Location of Gain (Loss)
Reclassified into Income
|
||
Cash flow hedges gain (loss):
|
|
|
|
|
|
|
|||
Forward exchange contracts
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
Net Sales
|
|
0.4
|
|
|
0.3
|
|
|
Cost of goods sold
|
||
|
0.7
|
|
|
0.4
|
|
|
Total before tax
|
||
|
(0.2
|
)
|
|
(0.1
|
)
|
|
Tax (expense) benefit
|
||
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
Gain (loss) net of tax
|
Amortization of defined benefit pension and post retirement benefit items:
|
|
|
|
|
|
|
|
||
Prior-service costs
|
$
|
0.7
|
|
(a)
|
$
|
0.9
|
|
(a)
|
|
Actuarial gains/(losses)
|
(9.7
|
)
|
(a)
|
(10.7
|
)
|
(a)
|
|
||
Settlement and curtailment losses
|
(0.3
|
)
|
(a)
|
—
|
|
(a)
|
|
||
|
(9.3
|
)
|
|
(9.8
|
)
|
|
Total before tax
|
||
|
2.3
|
|
|
2.4
|
|
|
Tax benefit (expense)
|
||
|
$
|
(7.0
|
)
|
|
$
|
(7.4
|
)
|
|
(Loss) gain net of tax
|
Reclassification of gains (losses) on available-for-sale securities
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
Tax benefit (expense)
|
||
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
(Loss) gain net of tax
|
Reclassification of currency translation gain
|
$
|
7.7
|
|
|
$
|
—
|
|
|
Gain on disposition of business (Note 3)
|
|
—
|
|
|
—
|
|
|
Tax benefit (expense)
|
||
|
$
|
7.7
|
|
|
$
|
—
|
|
|
Gain (loss) net of tax
|
Gains (losses) reclassified into earnings
|
$
|
(0.6
|
)
|
|
$
|
(7.1
|
)
|
|
(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
|
|
2019
|
|
2018
|
|
2017
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
2,625.7
|
|
$
|
2,660.6
|
|
$
|
2,532.8
|
|
Power
|
1,965.3
|
|
1,821.1
|
|
1,136.0
|
|
|||
TOTAL NET SALES
|
$
|
4,591.0
|
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
Operating Income:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
320.1
|
|
$
|
320.8
|
|
$
|
294.0
|
|
Power
|
276.5
|
|
236.1
|
|
224.8
|
|
|||
Operating Income
|
$
|
596.6
|
|
$
|
556.9
|
|
$
|
518.8
|
|
Gain on disposition of business (Note 3)
|
21.7
|
|
—
|
|
—
|
|
|||
Multi-employer pension charge (Note 15)
|
(8.5
|
)
|
—
|
|
—
|
|
|||
Interest expense
|
(69.4
|
)
|
(72.4
|
)
|
(44.9
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
(10.1
|
)
|
|||
Investment income and other expense, net
|
(19.9
|
)
|
(17.5
|
)
|
(20.7
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
$
|
520.5
|
|
$
|
467.0
|
|
$
|
443.1
|
|
Assets:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
2,197.8
|
|
$
|
2,228.5
|
|
$
|
2,344.7
|
|
Power
|
2,401.3
|
|
2,395.8
|
|
1,102.2
|
|
|||
General Corporate
|
303.9
|
|
247.8
|
|
273.7
|
|
|||
TOTAL ASSETS
|
$
|
4,903.0
|
|
$
|
4,872.1
|
|
$
|
3,720.6
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
45.8
|
|
$
|
53.0
|
|
$
|
48.0
|
|
Power
|
45.4
|
|
36.8
|
|
29.0
|
|
|||
General Corporate
|
2.7
|
|
6.4
|
|
2.7
|
|
|||
TOTAL CAPITAL EXPENDITURES
|
$
|
93.9
|
|
$
|
96.2
|
|
$
|
79.7
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|||
Electrical
|
$
|
65.0
|
|
$
|
61.4
|
|
$
|
64.7
|
|
Power
|
86.0
|
|
87.0
|
|
33.5
|
|
|||
TOTAL DEPRECIATION AND AMORTIZATION
|
$
|
151.0
|
|
$
|
148.4
|
|
$
|
98.2
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
Net Sales:
|
|
|
|
|
|
|
|||
United States
|
$
|
4,190.5
|
|
$
|
4,040.6
|
|
$
|
3,280.9
|
|
International
|
400.5
|
|
441.1
|
|
387.9
|
|
|||
TOTAL NET SALES
|
$
|
4,591.0
|
|
$
|
4,481.7
|
|
$
|
3,668.8
|
|
Operating Income:
|
|
|
|
|
|
|
|||
United States
|
$
|
529.7
|
|
$
|
478.0
|
|
$
|
435.8
|
|
International
|
66.9
|
|
78.9
|
|
83.0
|
|
|||
TOTAL OPERATING INCOME
|
$
|
596.6
|
|
$
|
556.9
|
|
$
|
518.8
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|||
United States
|
$
|
2,950.4
|
|
$
|
2,972.4
|
|
$
|
1,877.4
|
|
International
|
372.2
|
|
245.0
|
|
232.8
|
|
|||
TOTAL LONG-LIVED ASSETS
|
$
|
3,322.6
|
|
$
|
3,217.4
|
|
$
|
2,110.2
|
|
82
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
BALANCE AT DECEMBER 31, 2017
|
$
|
14.0
|
|
Provision
|
12.0
|
|
|
Expenditures/other
|
(22.7
|
)
|
|
Acquisitions(a)
|
89.4
|
|
|
BALANCE AT DECEMBER 31, 2018
|
$
|
92.7
|
|
Provision
|
15.8
|
|
|
Expenditures/other
|
(26.4
|
)
|
|
BALANCE AT DECEMBER 31, 2019(b)
|
$
|
82.1
|
|
HUBBELL INCORPORATED - Form 10-K
|
83
|
|
|
Twelve Months Ended December 31, 2019
|
|
Twelve Months Ended December 31, 2018
|
|
Twelve Months Ended December 31, 2017
|
||||||||||||||||||||||||
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
|
Electrical
|
Power
|
Total
|
||||||||||||||||||
Restructuring costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cost of goods sold
|
$
|
12.5
|
|
$
|
9.8
|
|
$
|
22.3
|
|
|
$
|
4.9
|
|
$
|
3.3
|
|
$
|
8.2
|
|
|
$
|
11.5
|
|
$
|
2.2
|
|
$
|
13.7
|
|
S&A expense
|
8.0
|
|
1.7
|
|
9.7
|
|
|
3.4
|
|
0.4
|
|
3.8
|
|
|
5.4
|
|
1.2
|
|
6.6
|
|
|||||||||
Total restructuring costs
|
$
|
20.5
|
|
$
|
11.5
|
|
$
|
32.0
|
|
|
$
|
8.3
|
|
$
|
3.7
|
|
$
|
12.0
|
|
|
$
|
16.9
|
|
$
|
3.4
|
|
$
|
20.3
|
|
|
Beginning Accrued
Restructuring Balance 1/1/19
|
Pre-tax Restructuring Costs
|
Utilization and
Foreign Exchange
|
Ending Accrued
Restructuring Balance 12/31/19
|
||||||||
2019 Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
—
|
|
$
|
16.6
|
|
$
|
(8.3
|
)
|
$
|
8.3
|
|
Asset write-downs
|
—
|
|
4.8
|
|
(4.8
|
)
|
—
|
|
||||
Facility closure and other costs
|
—
|
|
7.7
|
|
(7.6
|
)
|
0.1
|
|
||||
Total 2019 Restructuring Actions
|
$
|
—
|
|
$
|
29.1
|
|
$
|
(20.7
|
)
|
$
|
8.4
|
|
2018 and Prior Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
7.7
|
|
$
|
0.3
|
|
$
|
(5.0
|
)
|
$
|
3.0
|
|
Asset write-downs
|
—
|
|
0.3
|
|
(0.3
|
)
|
—
|
|
||||
Facility closure and other costs
|
13.3
|
|
2.3
|
|
(9.6
|
)
|
6.0
|
|
||||
Total 2018 and Prior Restructuring Actions
|
$
|
21.0
|
|
$
|
2.9
|
|
$
|
(14.9
|
)
|
$
|
9.0
|
|
Total Restructuring Actions
|
$
|
21.0
|
|
$
|
32.0
|
|
$
|
(35.6
|
)
|
$
|
17.4
|
|
|
Expected Costs
|
Costs incurred in 2017
|
Costs incurred in 2018
|
Costs incurred in 2019
|
Remaining costs at 12/31/19
|
||||||||||
2019 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
21.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
18.3
|
|
$
|
2.9
|
|
Power Segment
|
21.0
|
|
—
|
|
—
|
|
10.8
|
|
10.2
|
|
|||||
Total 2019 Restructuring Actions
|
$
|
42.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
29.1
|
|
$
|
13.1
|
|
2018 Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
12.5
|
|
$
|
—
|
|
$
|
8.6
|
|
$
|
2.2
|
|
$
|
1.7
|
|
Power Segment
|
4.8
|
|
—
|
|
4.1
|
|
0.7
|
|
—
|
|
|||||
Total 2018 Restructuring Actions
|
$
|
17.3
|
|
$
|
—
|
|
$
|
12.7
|
|
$
|
2.9
|
|
$
|
1.7
|
|
2017 and Prior Restructuring Actions
|
|
|
|
|
|
||||||||||
Electrical Segment
|
$
|
16.6
|
|
$
|
16.9
|
|
$
|
(0.3
|
)
|
$
|
—
|
|
$
|
—
|
|
Power Segment
|
3.0
|
|
3.4
|
|
(0.4
|
)
|
—
|
|
—
|
|
|||||
Total 2017 and Prior Restructuring Actions
|
$
|
19.6
|
|
$
|
20.3
|
|
$
|
(0.7
|
)
|
$
|
—
|
|
$
|
—
|
|
Total Restructuring Actions
|
$
|
79.1
|
|
$
|
20.3
|
|
$
|
12.0
|
|
$
|
32.0
|
|
$
|
14.8
|
|
84
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
December 31, 2019
|
||
Operating lease right-of-use assets
|
$
|
96.8
|
|
TOTAL ASSETS
|
$
|
96.8
|
|
|
|
||
Other accrued liabilities
|
$
|
29.6
|
|
Other non-current liabilities
|
71.7
|
|
|
TOTAL LIABILITIES
|
$
|
101.3
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total Payments
|
Imputed Interest
|
Total
|
Operating Leases
|
32.7
|
24.6
|
15.8
|
13.2
|
8.4
|
15.9
|
110.6
|
(9.3)
|
$101.3
|
HUBBELL INCORPORATED - Form 10-K
|
85
|
|
|
|
Reported First Quarter
|
|
Reported Second Quarter
|
|
Reported Third Quarter
|
|
Fourth Quarter
|
|
||||
2019
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
1,087.3
|
|
$
|
1,196.4
|
|
$
|
1,204.0
|
|
$
|
1,103.3
|
|
Cost of goods sold
|
$
|
780.0
|
|
$
|
839.0
|
|
$
|
842.0
|
|
$
|
777.3
|
|
Gross profit
|
$
|
307.3
|
|
$
|
357.4
|
|
$
|
362.0
|
|
$
|
326.0
|
|
Selling & administrative expenses
|
$
|
186.4
|
|
$
|
190.5
|
|
$
|
189.1
|
|
$
|
190.1
|
|
Net income
|
$
|
73.8
|
|
$
|
97.9
|
|
$
|
132.6
|
|
$
|
103.1
|
|
Net Income attributable to Hubbell
|
$
|
72.3
|
|
$
|
96.0
|
|
$
|
130.7
|
|
$
|
101.9
|
|
Earnings per share — Basic
|
$
|
1.32
|
|
$
|
1.76
|
|
$
|
2.40
|
|
$
|
1.87
|
|
Earnings per share — Diluted
|
$
|
1.32
|
|
$
|
1.75
|
|
$
|
2.38
|
|
$
|
1.85
|
|
|
||||||||||||
|
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
|
|
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)
|
1,833
|
|
(c)(e)
|
$
|
110.66
|
|
(f)
|
2,333
|
|
(c)
|
Equity Compensation Plans Not Requiring Shareholder Approval(b)
|
72
|
|
(c)(d)
|
—
|
|
|
152
|
|
(c)
|
|
TOTAL
|
1,905
|
|
|
$
|
110.66
|
|
|
2,485
|
|
|
(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 210,000 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 connection with the Company’s annual meeting of shareholders scheduled to be held on May 5, 2020.
|
(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 5, 2020.
|
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 5, 2020.
|
(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 5, 2020.
|
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
|
|
|
|
|
*
|
|
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
|
|
|
10.4(a)†
|
|
|
|
|
*
|
|
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
|
|
|
10.5(c)†
|
|
|
|
|
*
|
|
10.6†
|
10-K
|
001-02958
|
10z
|
3/20/2002
|
|
|
10.6(a)†
|
|
|
|
|
*
|
|
10.7†
|
|
|
|
|
*
|
|
10.8†
|
10-Q
|
001-02958
|
10.8
|
7/19/2013
|
|
|
10.9†
|
10-K
|
001-02958
|
10.10
|
2/16/2017
|
|
|
10.10†
|
10-K
|
001-02958
|
10.11
|
2/16/2017
|
|
HUBBELL INCORPORATED - Form 10-K
|
91
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
10.11†
|
10-K
|
001-02958
|
10.12
|
2/16/2017
|
|
|
10.12†
|
10-K
|
001-02958
|
10.13
|
2/16/2017
|
|
|
10.12(b)†
|
|
|
|
|
*
|
|
10.13†
|
10-K
|
001-02958
|
10.16
|
2/18/2016
|
|
|
10.13(a)†
|
10-K
|
001-02958
|
10.14(a)
|
2/16/2017
|
|
|
10.14†
|
|
|
|
|
*
|
|
10.15†
|
10-K
|
001-02958
|
10.18
|
2/18/2016
|
|
|
10.16†
|
10-K
|
001-02958
|
10.19
|
2/18/2016
|
|
|
10.17†
|
10-K
|
001-02958
|
10.20
|
2/18/2016
|
|
|
10.18†
|
8-K
|
001-02958
|
10.2
|
1/5/2011
|
|
|
10.18(a)†
|
8-K
|
001-02958
|
10.1
|
12/6/2012
|
|
|
10.19†
|
8-K
|
001-02958
|
99.1
|
9/6/2005
|
|
|
10.20†
|
8-K
|
001-02958
|
10.1
|
9/17/2012
|
|
|
10.20(a)†
|
8-K
|
001-02958
|
10.2
|
9/17/2012
|
|
|
10.21†
|
10-K
|
001-02958
|
10.36
|
2/18/2014
|
|
|
10.22†
|
|
|
|
|
*
|
|
10.22(a)†
|
|
|
|
|
*
|
|
10.23†
|
|
|
|
|
*
|
|
10.24
|
8-K
|
001-02958
|
99.1
|
1/31/2018
|
|
|
10.25
|
8-K
|
001-02958
|
99.2
|
1/31/2018
|
|
|
10.26
|
8-K
|
001-02958
|
10.1
|
1/11/2018
|
|
|
21.1
|
|
|
|
|
*
|
|
23.1
|
|
|
|
|
*
|
|
31.1
|
|
|
|
|
*
|
92
|
HUBBELL INCORPORATED - Form 10-K
|
|
|
Incorporated by Reference
|
|
|||
Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished Herewith
|
31.2
|
|
|
|
|
*
|
|
32.1
|
|
|
|
|
**
|
|
32.2
|
|
|
|
|
**
|
|
101.INS
|
Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
*
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
*
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
*
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
*
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
104
|
The cover page of this Annual Report on Form 10-K for the year end Dcember 31, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments)
|
|
|
|
|
*
|
†
|
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
|
|
|
Executive Vice President, Chief Financial
|
|
|
|
|
Officer and Treasurer
|
Date:
|
February 14, 2020
|
|
|
|
|
|
Title
|
Date
|
By
|
/s/ D. G. NORD
D. G. Nord
|
Chairman of the Board and Chief Executive Officer
|
2/14/2020
|
By
|
/s/ W. R. SPERRY
W. R. Sperry
|
Executive Vice President, Chief Financial Officer and Treasurer
|
2/14/2020
|
By
|
/s/ J. A. CAPOZZOLI
J. A. Capozzoli
|
Vice President, Controller (Principal Accounting Officer)
|
2/14/2020
|
By
|
/s/ C. M. CARDOSO
C. M. Cardoso
|
Director
|
2/14/2020
|
By
|
/s/ A. J. GUZZI
A. J. Guzzi
|
Director
|
2/14/2020
|
By
|
/s/ N. J. KEATING
N. J. Keating
|
Director
|
2/14/2020
|
By
|
/s/ B. C. LIND
B. C. Lind
|
Director
|
2/14/2020
|
By
|
/s/ J. F. MALLOY
J. F. Malloy
|
Director
|
2/14/2020
|
By
|
/s/ J. F. MARKS
J. F. Marks
|
Director
|
2/14/2020
|
By
|
/s/ J. G. RUSSELL
J. G. Russell
|
Director
|
2/14/2020
|
By
|
/s/ S. R. SHAWLEY
S. R. Shawley
|
Director
|
2/14/2020
|
(1)
|
As of February 14, 2020.
|
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 2017
|
|
$
|
4.7
|
|
|
$
|
1.5
|
|
|
$
|
(3.5
|
)
|
|
$
|
1.9
|
|
|
$
|
4.6
|
|
Year 2018
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.6
|
|
|
$
|
4.8
|
|
Year 2019
|
|
$
|
4.8
|
|
|
$
|
3.4
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
7.7
|
|
Allowance for credit memos, returns and cash discounts:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2017
|
|
$
|
45.9
|
|
|
$
|
260.8
|
|
|
$
|
(256.3
|
)
|
|
$
|
0.1
|
|
|
$
|
50.5
|
|
Year 2018
|
|
$
|
50.5
|
|
|
$
|
278.0
|
|
|
$
|
(293.5
|
)
|
|
$
|
0.1
|
|
|
$
|
35.1
|
|
Year 2019
|
|
$
|
35.1
|
|
|
$
|
299.1
|
|
|
$
|
(298.2
|
)
|
|
$
|
—
|
|
|
$
|
36.0
|
|
Valuation allowance on deferred tax assets:
|
|
|
|
|
|
|
|
|
||||||||||||
Year 2017
|
|
$
|
22.6
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.4
|
|
Year 2018
|
|
$
|
19.4
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
21.8
|
|
Year 2019
|
|
$
|
21.8
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29.0
|
|
HUBBELL INCORPORATED - Form 10-K
|
95
|
1.
|
Section 4.1 of the Plan is hereby amended and restated in its entirety as follows:
|
2.
|
Except as modified by the forgoing, the terms and conditions of the Plan shall remain in full
|
3.2
|
In no event shall the annual incentive payment to any participant under this Plan in any year exceed $5.0 million.”
|
1.
|
Except as modified by the forgoing, the terms and conditions of the Plan shall remain in full
|
2.1
|
“Applicable Accounting Standards” means Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.
|
2.2
|
“Automatic Exercise Date” shall mean, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option term or Stock Appreciation Right term that was initially established by the Committee for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option term or Stock Appreciation Right term, as applicable).
|
2.3
|
“Award” means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance-Based award, a Dividend Equivalent award, a Stock Payment award, a Restricted Stock Unit award, a Deferred Stock award or a Deferred Stock Unit award granted to a Participant pursuant to the Plan.
|
2.4
|
“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Committee shall determine consistent with the Plan.
|
2.5
|
“Board” means the Board of Directors of the Company.
|
2.6
|
“Change in Control” means and includes any of the following:
|
2.7
|
“Code” means the Internal Revenue Code of 1986, as amended.
|
2.8
|
“Committee” means the committee of the Board described in Article 11.
|
2.9
|
“Continuing Director” means any individual who is a member of the Company’s Board of Directors on December 9, 1986 or was designated (before such person’s initial election as a Director) as a Continuing Director by 2/3 of the then Continuing Directors.
|
2.10
|
“Deferred Stock” means a right to receive Stock awarded under Section 8.5.
|
2.11
|
“Deferred Stock Units” means a right to receive Stock awarded under Section 8.6.
|
2.12
|
“Director” means an individual who is a member of the Company’s Board of Directors on the relevant date.
|
2.13
|
“Disability” means that the Participant qualifies to receive long-term disability payments under the Company’s long-term disability insurance program, as it may be amended from time to time. Notwithstanding the foregoing, if a Disability constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the Disability must also constitute a “disability,” as defined in Treasury Regulation Section 1.409A-3(i)(4) to the extent required by Section 409A.
|
2.14
|
“Dividend Equivalent” means a right to receive the equivalent value (in cash or Stock) of dividends paid on Stock, awarded under Section 8.2.
|
2.15
|
“Eligible Individual” means any person who is a Director or an Employee, as determined by the Committee.
|
2.16
|
“Employee” means any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.
|
2.17
|
“Equity Restructuring” means a nonreciprocal transaction between the Company and its shareholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Stock (or other securities of the Company) or the share price of Stock (or other securities) and causes a change in the per-share value of the Stock underlying outstanding Awards.
|
2.18
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
|
2.19
|
“Fair Market Value” means, as of any given date, the fair market value of a share of Stock on the immediately preceding date determined by such methods or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a share of Stock as of any date shall be the mean between the high and low trading price for a share of Stock as reported on the New York Stock Exchange (or on any national securities exchange on which the Stock is then listed) on such date or, if no such prices are reported for that date, the mean between the high and low trading prices on the next preceding date for which such prices were reported.
|
2.20
|
“Full Value Award” means an Award other than an Option or SAR, which is settled by the issuance of Stock.
|
2.21
|
“Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.
|
2.22
|
“Independent Director” means a Director who is not an Employee of the Company.
|
2.23
|
“Non-Employee Director” means a Director who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.
|
2.24
|
“Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.
|
2.25
|
“Officer” means each of the officers specified in Section 1 of Article IV of the By-Laws of the Company except for any such officer whose title begins with the word “Assistant.”
|
2.26
|
“Option “ means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of shares of Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.
|
2.27
|
“Participant” means any Eligible Individual who, as a Director or Employee, has been granted an Award pursuant to the Plan.
|
2.28
|
“Performance-Based Award” means a right granted to a Participant to receive cash or Stock pursuant to Article 8, and which is subject to the terms and conditions set forth in Article 8.
|
2.29
|
“Performance Criteria” means the criteria (and adjustments) that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a Participant for a Performance Period determined as follows:
|
2.30
|
“Performance Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, platform or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, in accordance with Applicable Accounting Standards.
|
2.31
|
“Performance Period” means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.
|
2.32
|
“Plan” means this Hubbell Incorporated 2005 Incentive Award Plan (As Amended and Restated Effective __________, 2019), as it may be amended from time to time.
|
2.33
|
“Restatement Effective Date” means the date the Plan, as amended and restated herein, is approved by the Company’s shareholders or the Board, pursuant to Section 12.1.
|
2.34
|
“Restricted Stock” means Stock awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.
|
2.35
|
“Restricted Stock Units” means the right to receive Stock awarded under Section 8.4.
|
2.36
|
“Section 162(m) Exception” means the exception under Section 162(m) of the Code for “qualified performance-based compensation,” as such exception existed for taxable years beginning prior to January 1, 2018 before the amendments made to Section 162(m) of the Code by the Tax Cuts and Jobs Act of 2017.
|
2.37
|
“Securities Act” means the Securities Act of 1933, as amended.
|
2.38
|
“Stock” means the Class B Common Stock of the Company, par value $0.01 per share, and such other securities of the Company that may be substituted for Stock pursuant to Article 10.
|
2.39
|
“Stock Appreciation Right” or “SAR” means a right granted pursuant to Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR was granted as set forth in the applicable Award Agreement.
|
2.40
|
“Stock Payment” means (a) a payment in the form of Stock, or (b) an option or other right to purchase Stock, as part of a short-term incentive award, deferred compensation or other arrangement, awarded under Section 8.3.
|
2.41
|
“Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.
|
3.1
|
Number of Shares.
|
3.2
|
Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, including Stock repurchased by the Company, or Stock purchased on the open market.
|
3.3
|
Limitation on Number of Shares Subject to Employee Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article 10, Awards granted to any Employee shall be subject to the following limitations all applied on an individual and not an aggregate basis by type of Award:
|
3.4
|
Limitation on Independent Director Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article 10, the maximum aggregate grant date fair value of Awards granted to any Independent Director in any calendar year shall be $500,000.
|
3.5
|
Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 10.1 of the Plan, Awards shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, the following Awards may be granted without regard to such minimum vesting provisions: (a) Awards that result in the issuance to one or more Participants of an aggregate of up to five percent (5%) of the shares of Common Stock available pursuant to Section 3.1(a), and (b) Awards granted to certain Eligible Individuals who are subject to applicable laws imposing certain requirements or restrictions on the remuneration of such individuals. Nothing in this Section 3.5 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, Disability, retirement, termination of employment or service or the consummation of a Change in Control.
|
4.1
|
Eligibility. Each Eligible Individual shall be eligible to be granted one or more Awards pursuant to the Plan.
|
4.2
|
Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted an Award pursuant to this Plan.
|
4.3
|
Foreign Participants. In order to assure the viability of Awards granted to Participants employed in countries other than the United States, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Sections 3.1, 3.2, 3.3 and 3.4 of the Plan.
|
5.1
|
General. The Committee is authorized to grant Options to Eligible Individuals on the following terms and conditions:
|
5.2
|
Incentive Stock Options. The terms of any Incentive Stock Options granted pursuant to the Plan must comply with the conditions and limitations contained in Section 12.2 and this Section 5.2.
|
5.3
|
Substitution of Stock Appreciation Rights. The Committee may provide in the Award Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have to right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option, subject to the provisions of Section 7.2 hereof; provided that such Stock Appreciation Right shall be exercisable with respect to the same number of shares of Stock for which such substituted Option would have been exercisable.
|
5.4
|
Paperless Exercise. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Options by a Participant may be permitted through the use of such an automated system.
|
5.5
|
Expiration of Option Term: Automatic Exercise of ln-The-Money Options. Unless otherwise provided by the Committee (in an Award Agreement or otherwise) or as otherwise directed by an Option holder in writing to the Company, each vested and exercisable Option outstanding on the Automatic Exercise Date with an exercise price per share of Stock that is less than the Fair Market Value per share of Stock as of such date shall automatically and without further action by the Option holder or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Committee, payment of the exercise price of any such Option shall be made pursuant to Section 5.1(c)(ii) or, subject to Section 14.13 or any applicable trading policy of the Company, pursuant to Section 5.l(c)(iii), and the Company or any Subsidiary shall deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 14.4. Unless otherwise determined by the Committee, this Section 5.5 shall not apply to an Option if the holder of such Option incurs a termination of employment or service on or before the Automatic Exercise Date. For the avoidance of doubt, no Option with an exercise price per share of Stock that is equal to or greater than the Fair Market Value per share of Stock on the Automatic Exercise Date shall be exercised pursuant to this Section 5.5.
|
6.1
|
Grant of Restricted Stock. The Committee is authorized to make Awards of Restricted Stock to any Eligible Individual selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be evidenced by a written Restricted Stock Award Agreement.
|
6.2
|
Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.
|
6.3
|
Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be surrendered to the Company and cancelled without consideration. Notwithstanding the foregoing, the Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of a Change in Control, terminations resulting from specified causes or the occurrence of specified events, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.
|
6.4
|
Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.
|
6.5
|
Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.
|
7.1
|
Grant of Stock Appreciation Rights.
|
7.2
|
Payment and Limitations on Exercise.
|
7.3
|
Expiration of Stock Appreciation Right Term: Automatic Exercise of In-the-Money Stock Appreciation Rights. Unless otherwise provided by the Committee (in an Award Agreement or otherwise) or as otherwise directed by a Stock Appreciation Right holder in writing to the Company, each vested and exercisable Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per share of Stock that is less than the Fair Market Value per share of Stock as of such date shall automatically and without further action by the Stock Appreciation Right holder or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Committee, the Company or any Subsidiary shall deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 14.4. Unless otherwise determined by the Committee, this Section 7.3 shall not apply to a Stock Appreciation Right if the holder of such Stock Appreciation Right incurs a termination of employment or service on or before the Automatic Exercise Date. For the avoidance of doubt, no Stock Appreciation Right with an exercise price per share of Stock that is equal to or greater than the Fair Market Value per share of Stock on the Automatic Exercise Date shall be exercised pursuant to this Section 7.3.
|
8.1
|
Performance-Based Awards.
|
8.2
|
Dividend Equivalents. Dividend Equivalents may be granted by the Committee based on dividends declared on the Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Participant and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.
|
8.3
|
Stock Payments. The Committee is authorized to make Stock Payments to any Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the Committee and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Subsidiary, determined by the Committee.
|
8.4
|
Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Committee. The Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, in each case on a specified date or dates or over any period or periods, as determined by the Committee. The Committee shall specify, or permit the Participant to elect, the conditions and dates upon which the Stock underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code. Restricted Stock Units may be paid in cash, Stock, or both, as determined by the Committee. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable share of Stock (or the Fair Market Value of one such share in cash) for each vested and nonforfeitable Restricted Stock Unit.
|
8.5
|
Deferred Stock. The Committee is authorized to grant Deferred Stock to any Eligible Individual. The number of shares of Deferred Stock shall be determined by the Committee and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, as the Committee determines, in each case on a specified date or dates or over any period or periods determined by the Committee. Shares of Stock underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria set by the Committee shall be issued on the vesting date(s) or date(s) that those conditions and criteria have been satisfied, as applicable. Unless otherwise provided by the Committee, a Participant granted Deferred Stock shall have no rights as a Company shareholder with respect to such Deferred Stock until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Stock underlying the Award has been issued to the Participant.
|
8.6
|
Deferred Stock Units. The Committee is authorized to grant Deferred Stock Units to any Eligible Individual. The number of Deferred Stock Units shall be determined by the Committee and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, as the Committee determines, in each case on a specified date or dates or over any period or periods determined by the Committee. Each Deferred Stock Unit shall entitle the Participant to receive one share of Stock on the date the Deferred Stock Unit becomes vested or upon a specified settlement date thereafter. Shares of Stock underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the Committee shall not be issued until or following the date that those conditions and criteria have been satisfied, provided, however, that to the extent necessary, such conditions and dates shall be subject to compliance with Section 409A of the Code. Unless otherwise provided by the Committee, a Participant granted Deferred Stock Units shall have no rights as a Company shareholder with respect to such Deferred Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Stock underlying the Award have been issued to the Participant.
|
8.7
|
Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award, Restricted Stock Unit award, Deferred Stock award and/or Deferred Stock Unit award shall be set by the Committee in its sole discretion.
|
8.8
|
Exercise or Purchase Price. The Committee may establish the exercise or purchase price of a Performance Award, shares distributed as a Stock Payment award, shares distributed pursuant to a Restricted Stock Unit award, shares of Deferred Stock or shares distributed pursuant to a Deferred Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a share of Stock, unless otherwise permitted by applicable law.
|
8.9
|
Termination of Employment or Service. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, a Performance Award, Dividend Equivalent award, Stock Payment award, Restricted Stock Unit award, Deferred Stock award and/or Deferred Stock Unit award is only distributable while the Participant is employed by or providing services to the Company or a Subsidiary. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide that an Award may be distributed following a Participant’s termination of employment or service in certain events, including in the event of a Change in Control and/or terminations resulting from specified causes.
|
9.1
|
Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.
|
9.2
|
Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award, which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, certain restrictive covenants and agreements, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.
|
9.3
|
Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution. The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Stock Option) to be transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish subject to the following terms and conditions: (i) an Award transferred to a transferee shall not be assignable or transferable by the permitted transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a permitted transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant and the permitted transferee shall execute any and all documents requested by the Committee, including, without limitation documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer.
|
9.4
|
Beneficiaries. Notwithstanding Section 9.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.
|
9.5
|
Stock Certificates; Book Entry Procedures.
|
9.6
|
Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Committee shall have the right to provide, in an Award Agreement or otherwise, or to require a Participant to agree by separate written or electronic instrument, that:
|
10.1
|
Adjustments.
|
10.2
|
Acceleration Upon a Change in Control.
|
10.3
|
The existence of the Plan, any program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Company Stock or the rights thereof or which are convertible into or exchangeable for Company Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
|
10.4
|
In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Committee, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.
|
10.5
|
No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award.
|
11.1
|
Committee. The Plan shall be administered by the Compensation Committee (the “Committee”) consisting solely of at least two or more members of the Board who are each Non-Employee Directors. Additionally, to the extent required by applicable law, each of the individuals constituting the Compensation Committee of the Board (or another committee or subcommittee of the Board or the Compensation Committee of the Board assuming the functions of the Committee under the Plan) shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Stock is listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1 or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Committee” as used in the Plan shall be deemed to refer to the Board and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.5.
|
11.2
|
Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any Officer or other Employee of the Company or any Subsidiary, the Company’s independent registered public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. The Committee shall select one of its members as a Chairman, who shall preside at meetings and who shall have authority to execute and deliver documents on behalf of the Committee. Meetings of the Committee shall be held at such times and places as the members thereof may determine.
|
11.3
|
Authority of Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:
|
11.4
|
Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.
|
11.5
|
Delegation of Authority. To the extent permitted by applicable law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under applicable law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.5 shall serve in such capacity at the pleasure of the Board and the Committee.
|
12.1
|
Effective Date. The Plan was originally effective on May 2, 2005, the date the Plan was initially approved by the Company’s shareholders, and was previously amended and restated effective as of May 3, 2010, May 5, 2015 and December 6, 2016, each date being the date the Plan (as previously amended and restated) was approved by the Company’s shareholders, except for December 6, 2016, on which date the amendment and restatement of the Plan was approved by the Board. This amendment and restatement of the Plan shall be effective on the date it is approved by the Company’s Board (the “Restatement Effective. Date”).
|
12.2
|
Expiration Date. The Plan will expire on, and no Incentive Stock Option or other Award may be granted pursuant to the Plan after, the tenth anniversary of the Restatement Effective Date on which the amendment and restatement of the Plan was most recently approved by the Company’s shareholders. Any Awards that are outstanding on such tenth anniversary shall remain in force according to the terms of the Plan and the applicable Award Agreement.
|
13.1
|
Amendment, Modification, and Termination. With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. Such shareholder approval may be required for any amendment to the Plan that (i) increases the number of shares available under the Plan (other than any adjustment as provided by Article 10), (ii) permits the Committee to grant Options or Stock Appreciation Rights with an exercise or base price that is below Fair Market Value on the date of grant, (iii) permits the Committee to extend the exercise period for an Option or Stock Appreciation Right beyond ten years from the date of grant, or (iv) results in a material increase in benefits or a change in eligibility requirements. Notwithstanding any provision in this Plan to the contrary, absent approval of the shareholders of the Company, (i) no Option or Stock Appreciation Right may be amended to reduce the per share exercise or base price of the shares subject to such Option or Stock Appreciation Right below the per share exercise or base price as of the date the Option or Stock Appreciation Right is granted (ii) no Option or Stock Appreciation Right may be cancelled in exchange for cash when the per share exercise or base price of such Award exceeds the Fair Market Value of the underlying shares of stock, and (iii) except as permitted by Article 10, no Option or Stock Appreciation Right may be granted in exchange for, or in connection with, the cancellation or surrender of an Option or Stock Appreciation Right having a higher per share exercise or base price. When an amendment to the Plan is subject to shareholder approval, such amendment (or amendment and restatement, as applicable) will be deemed to be approved by the shareholders if it receives the affirmative vote of a majority of the votes cast at a meeting duly held in accordance with the applicable provisions of the Company’s By-laws. In the event that the Company’s shareholders do not approve this amendment and restatement of the Plan, the Plan will continue in full force and effect on its terms and conditions as in effect immediately prior to the date that the Plan (as amended and restated herein) was approved by the Board.
|
13.2
|
Awards Previously Granted. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant. It is intended that the Plan comply fully with and meet all of the requirements for the Section 162(m) Exception with respect to Awards granted hereunder prior to November 2, 2017. Notwithstanding any other provision of the Plan, this amendment and restatement of the Plan as of the Restatement Effective Date does not and shall not modify the terms or conditions of any Award made pursuant to a written binding contract in effect on November 2, 2017 that is intended to meet the Section 162(m) Exception.
|
14.1
|
Absence from Work. A Participant who is absent from work with the Company or a Subsidiary because of illness or temporary disability, or who is on leave of absence for such purpose or reason as the Committee may approve, shall not be deemed during the period of such absence, by reason of such absence, to have ceased to be an Employee of the Company or a Subsidiary. Where a cessation of employment is to be considered a retirement with the consent of the Company or by reason of Disability for the purpose of this Plan shall be determined by the Committee, which determination shall be final and conclusive.
|
14.2
|
No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Eligible Individuals, Participants or any other persons uniformly.
|
14.3
|
No Shareholder Rights. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to shares of Stock covered by any Award until the Participant becomes the record owner of such shares of Stock.
|
14.4
|
Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise issuable under an Award (or allow the surrender of shares of Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Stock which may be so withheld or surrendered with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award within six months (or such other period as may be determined by the Committee) after such shares of Stock were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Committee shall determine the fair market value of the shares of Stock, consistent with the applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares of Stock to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.
|
14.5
|
No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of the Company or any Subsidiary.
|
14.6
|
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
|
14.7
|
Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
|
14.8
|
Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
|
14.9
|
Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.
|
14.10
|
Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
|
14.11
|
Fractional Shares. No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.
|
14.12
|
Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the date such Award is granted), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. Notwithstanding any provision of this Plan or an Award Agreement to the contrary, the Company makes no representations or warranties as to the tax treatment of any Award under Section 409A of the Code or otherwise. The Company shall have no obligation under this Section 14.12 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A of the Code with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliance, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A of the Code. Notwithstanding any other provision of this Plan or an Award Agreement to the contrary, to the extent any payment hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, and the Participant is a “specified employee” (within the meaning of Section 409A of the Code) as of the date of the Participant’s separation from service, each such payment that is payable upon such grantee’s separation from service and would have been paid prior to the six-month anniversary of the Participant’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following such Participant’s separation from service or (ii) the date of such Participant’s death.
|
14.13
|
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
|
14.14
|
Government and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register pursuant to the Securities Act, any of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.
|
14.15
|
Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Connecticut.
|
Position Level
|
Weeks of Base Salary Continuation Per Each Full Year of Company Service
|
Weeks Minimum Payments
|
Weeks Maximum Payments
|
Corporate Officer
|
4
|
26
|
78
|
Band III (non-officer)
|
3.5
|
16
|
52
|
Band II (non-officer)
|
3
|
12
|
52
|
Position
|
Outplacement Services (in months)
|
Corporate Officer
|
12
|
Band III (non-Corporate officer)
|
6
|
Band II (non-Corporate officer)
|
6
|
If to Executive:
|
At the most recent address
|
If to the Company:
|
Hubbell Incorporated
|
|
|
|
|
|
Date:
|
|
|
|
|
|
Allan Connolly
|
1.
|
Section 2(a)(i) shall be deleted in its entirety and replaced with the following:
|
2.
|
Section 2(b)(ii) shall be deleted in its entirety and replaced with the following:
|
3.
|
Section 2(b)(iii) shall be deleted in its entirety and replaced with the following:
|
4.
|
Remainder of Employment Agreement. Other than the foregoing, the remaining terms of the Employment Agreement are hereby ratified and confirmed and shall remain in full force and effect and this Amendment shall be made a part thereof.
|
5.
|
Counterparts. This Amendment may be executed in counterparts, delivered electronically as a pdf, email, fax, or otherwise.
|
HUBBELL POWER SYSTEMS, INC.
|
EXECUTIVE:
|
|
|
By: ____/s/ Katherine A. Lane______
|
_/s/_Allan Connolly______
|
Name: Katherine A. Lane
|
Allan Connolly
|
Title: Vice President and Secretary
|
|
|
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
|
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
|
Cantega Technologies Inc.
|
Canada
|
CDR de Mexico S. de R.L. de C.V.
|
Mexico
|
Chalmit Lighting Limited
|
UK
|
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
|
Greenjacket Inc.
|
Delaware
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Harvey Hubbell Holdings S.a.r.l.
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Luxembourg
|
Harvey Hubbell, Incorporated
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Connecticut
|
Harvey Hubbell Limited
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UK
|
Hawke Asia Pacific Pte. Ltd.
|
Singapore
|
Hawke Cable Glands Limited
|
UK
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
Hipotronics, Inc.
|
Delaware
|
Hub Reinsurance Ltd.
|
Bermuda
|
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 Corporate Holdings, Inc.
|
Delaware
|
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-Anmex (Shanghai) Trading Co., Ltd.
|
China
|
Hubbell-Anmex International (S) Pte. Ltd.
|
Singapore
|
Hubbell-Taian Co., Ltd.
|
Taiwan
|
HUBS, Inc.
|
Delaware
|
iDevices, LLC
|
Connecticut
|
Subsidiary
|
State or Other Jurisdiction of Incorporation
|
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
|
Meter Readings Holding, LLC
|
Delaware
|
Newco Condenser, Inc.
|
Delaware
|
Newco Lighting, Inc.
|
Delaware
|
PCORE Electric Company, Inc.
|
Delaware
|
Progress Lighting Inc.
|
Delaware
|
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 14, 2020
|
|
|
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 and Chief Executive Officer
|
Date:
|
|
February 14, 2020
|
92
|
|
HUBBELL INCORPORATED - Form 10-K
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hubbell Incorporated (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ WILLIAM R. SPERRY
|
|
|
William R. Sperry
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Date:
|
|
February 14, 2020
|
HUBBELL INCORPORATED - Form 10-K
|
93
|
|
EXHIBIT 32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ DAVID G. NORD
|
|
David G. Nord
|
|
Chairman of the Board and Chief Executive Officer
|
|
February 14, 2020
|
94
|
|
HUBBELL INCORPORATED - Form 10-K
|
EXHIBIT 32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ WILLIAM R. SPERRY
|
|
William R. Sperry
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
February 14, 2020
|
HUBBELL INCORPORATED - Form 10-K
|
95
|
|