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10-K 1 hubb-20161231x10k.htm FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-2958

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HUBBELL INCORPORATED

(Exact name of registrant as specified in its charter)

STATE OF CONNECTICUT06-0397030
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
40 Waterview Drive, Shelton, CT06484
(Address of principal executive offices)(Zip Code)
(475) 882-4000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each ClassName of Exchange on which Registered
Common Stock — par value $0.01 per shareNew York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check markYesNo
•if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.þ¨
•if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.¨þ
•if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.þ¨
•whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).þ¨
•if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨
•whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þAccelerated filer ¨Non-accelerated filer ¨ (Do not check if a smaller reporting company)Smaller reporting company ¨
• whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨þ

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2016 was $5,763,377,247*. The number of shares outstanding of Hubbell Common Stock as of February 10, 2017 is 55,446,167.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the annual meeting of shareholders scheduled to be held on May 3, 2017, to be filed with the Securities and Exchange Commission (the “SEC”), are incorporated by reference in answer to Part III of this Form 10-K.

*Calculated by excluding all shares held by Executive Officers and Directors of registrant without conceding that all such persons or entities are “affiliates” of registrant for purpose of the Federal Securities Laws.

Table of contents
PART I3
ITEM 1Business3
ITEM 1ARisk Factors8
ITEM 1BUnresolved Staff Comments11
ITEM 2Properties12
ITEM 3Legal Proceedings13
ITEM 4Mine Safety Disclosures13
PART II14
ITEM 5Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities14
ITEM 6Selected Financial Data17
ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations18
ITEM 7AQuantitative and Qualitative Disclosures about Market Risk34
ITEM 8Financial Statements and Supplementary Data36
ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure80
ITEM 9AControls and Procedures80
ITEM 9BOther Information80
PART III81
ITEM 10Directors, Executive Officers and Corporate Governance81
ITEM 11Executive Compensation81
ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters81
ITEM 13Certain Relationships and Related Transactions and Director Independence82
ITEM 14Principal Accountant Fees and Services82
PART IV83
ITEM 15Exhibits and Financial Statement Schedule83
SIGNATURES86
2HUBBELL INCORPORATED - Form 10-K
PART I

Next: Item 1. Business