Hubbell (HUBB) 10-K risk factor changes: FY2016 vs FY2015

We [removed: continue to increase the amount of] [added: rely on] materials, components and finished goods that are sourced from or manufactured in foreign countries including Mexico, China, and other international countries.

We are subject to income taxes as well as non-income based taxes, in both the United States and [removed: various] [added: numerous] foreign jurisdictions.

We may encounter difficulties in integrating acquisitions into our operations and in managing strategic [removed: investments.][added: investments and foreign acquisitions and joint ventures may also present additional risk related to the integration of operations across different cultures and languages.]

[added: Failure to effectively complete or manage] acquisitions may adversely affect our existing businesses as well as our results of operations, financial condition and cash flows.

We are subject to risks surrounding our information [removed: systems.][added: systems failures, network, disruptions and breaches in data security.]

Although our information systems are protected with robust backup and security systems, these systems are still susceptible to [added: cyber threats,] outages due to fire, floods, power loss, telecommunications failures, viruses, break-ins and similar events, or breaches of [added: physical] security.

[removed: These system modifications and implementations] could result in operating inefficiencies which could adversely impact our operating results and/or our ability to perform necessary business transactions.

Our international operations accounted for approximately [removed: 11%] [added: 10%] of our net sales in [removed: 2015.][added: 2016.]

Failure to ensure that we have the depth and breadth of personnel with the necessary skill set and [removed: experience] [added: experience, or the loss of key employees,] could impede our ability to deliver our growth objectives and execute our strategy.

Any such improper actions could damage our reputation and subject us to civil or criminal investigation in the United States and in other jurisdictions, could lead to substantial civil and criminal, [added: monetary and non-monetary penalties and could cause us to incur significant legal and investigative fees.]

As of December 31, [removed: 2015,] [added: 2016,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $1.3] [added: $1.4] billion.

Deteriorating economic conditions, technological changes, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or [added: planned changes in use of the assets, intensified competition, divestitures, market capitalization declines and other factors may impair our goodwill and other intangible assets.]

Compliance with any future laws and regulations could result in a materially adverse [removed: affect] [added: effect] on our business and financial results.

[removed: New regulations] [added: Regulations] related to conflict-free minerals may cause us to incur additional expenses and may create challenges with our customers.

[removed: In August 2012 the] [added: The] SEC [added: has] established annual disclosure and reporting requirements for those companies who use “conflict” minerals sourced from the DRC in their products.

Natural disasters, acts or threats of war or terrorism, international conflicts, and the actions taken by the United States and other governments in response to such events could cause damage to or disrupt our business operations, our suppliers or [added: our customers, and could create political or economic instability, any of which could have an adverse effect on our business.]

Competitors' behavior related to these areas could potentially have significant impacts on our financial results.

The determination of the Company's worldwide provision for income taxes and other tax liabilities requires judgment and is based on diverse legislative and regulatory structures that exist in the various jurisdictions where the company operates.

As a result of the U.S. federal elections, there may be changes in tax policy pursued by the new administration, and the nature and outcome of those potential changes is uncertain at this time.

Although management believes its estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in its financial statements and may adversely affect the Company's financial results for the period when such determination is made.

Significant developments stemming from the recent U.S. federal elections could have a material adverse effect on us.

As a result of the recent U.S. federal elections, there may be changes to existing trade agreements, like the North American Free Trade Agreement ("NAFTA"), and proposed trade agreements, like the Trans-Pacific Partnership ("TPP"), greater restrictions on free trade generally, significant increases in tariffs on goods imported into the United States particularly tariffs on products manufactured in Mexico, among other possible changes.

Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products, and any resulting negative sentiments towards the United States as a result of such changes, could have an adverse effect on our business.

These system modifications and implementations

Failure to effectively complete or manage

monetary and non-monetary penalties and could cause us to incur significant legal and investigative fees.

planned changes in use of the assets, intensified competition, divestitures, market capitalization declines and other factors may impair our goodwill and other intangible assets.

our customers, and could create political or economic instability, any of which could have an adverse effect on our business.

The Company employs approximately [removed: 16,200] [added: 17,400] individuals worldwide.

Results for [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] by segment are included under “Segment Results” within this Management’s Discussion and Analysis.

[removed: The] [added: In executing this strategy the] Company is focused on growing profits and delivering attractive returns to [removed: our] shareholders by executing a business plan focused on the following key initiatives: [removed: revenue growth, price realization, productivity improvements] [added: growing revenue, aligning the cost structure, improving productivity,] and [added: deploying] capital [removed: deployment.][added: effectively.]

[removed: As part of our revenue] [added: Our organic] growth [removed: initiative, we] [added: initiatives] remain focused on expanding market share through new product introductions and more effective utilization of sales and marketing efforts across the organization.

Productivity programs impact virtually all functional areas within the Company by [removed: rationalizing our][added: reducing or eliminating waste and improving processes.]

In addition, we continue to build upon the benefits of our enterprise resource planning system across all [removed: functions and have also implemented a sustainability program across the organization.][added: functions.]

Additional information about the Reclassification is included in [added: Note 15 — Capital Stock of] the [removed: Company’s] [added: Notes to Consolidated Financial Statements as well as the Company's] current reports on Form 8-K filed on August 24, 2015 and December 23, 2015 and the Company's registration statement on Form S-4 (File No. 333-206898), initially filed with the SEC on September 11, 2015 and declared effective on November 23, 2015.

[removed: In 2016 we] [added: We] expect [removed: our] [added: modest] end [removed: markets] [added: market growth of approximately two percent] in [removed: aggregate to be flat,] [added: the aggregate,] with [removed: low] [added: two] to [removed: mid single digit] [added: four percent] growth in the [removed: construction-related] non-residential [removed: and residential markets,] [added: market] and [removed: modest growth of one] [added: four] to [removed: two] [added: six] percent [added: growth] in the [removed: electrical transmission and distribution] [added: residential] market.

We anticipate earnings per diluted share in the range of [removed: $5.20] [added: $5.60] to [removed: $5.40] [added: $5.80] in [removed: 2016,] [added: 2017,] including approximately [removed: $0.35] [added: $0.25] of [removed: restructuring] [added: Restructuring] and [removed: related costs in 2016] [added: Related Costs] as well as [removed: $0.30] [added: $0.20] of incremental savings in [removed: 2016] [added: 2017] from restructuring and related actions initiated prior to December 31, [removed: 2015.][added: 2016.]

Finally, with our strong financial position and cash flows provided by operating activities, we expect to continue to enhance shareholder value through capital [removed: deployment including both share repurchases and acquisitions.][added: deployment.]

We expect free cash flow (defined as cash flows from operating activities less capital expenditures) [added: equal] to [removed: be approximately 90% of] net income [added: attributable to Hubbell] in [removed: 2016.][added: 2017.]

Within these segments, Hubbell primarily serves customers in the non-residential and residential construction, [removed: industrial] [added: industrial, energy-related markets (also referred to as oil] and [added: gas markets) and] utility [removed: markets.][added: markets (also referred to as the electrical transmission and distribution market).]

[removed: The Company’s served markets, in] [added: In] order of magnitude of net [removed: sales for] [added: sales,] the [removed: Company,] [added: Company's served markets] are primarily non-residential construction, industrial, [removed: utility] [added: utility, oil] and [removed: to a lesser extent,] [added: gas, and] residential construction.

The utility market was approximately flat in [removed: 2015] [added: 2016] driven by [removed: distribution markets and delays in transmission projects.][added: project delays.]

| | [removed: 2015] [added: 2016] | | | % of Net sales | | [removed: 2014] [added: 2015] | | | % of Net sales | | [removed: 2013] [added: 2014] | | | % of Net sales | |

| Net sales | $ | [removed: 3,390.4] [added: 3,505.2] | | | | $ | [removed: 3,359.4] [added: 3,390.4] | | | | $ | [removed: 3,183.9] [added: 3,359.4] | | | |

| Cost of goods sold | [removed: 2,298.6] [added: 2,404.5] | | | [removed: 67.8] [added: 68.6] | % | [removed: 2,250.4] [added: 2,298.6] | | | [removed: 67.0] [added: 67.8] | % | [removed: 2,113.4] [added: 2,250.4] | | | [removed: 66.4] [added: 67.0] | % |

| Gross profit [added: (GAAP measure)] | [removed: 1,091.8] [added: $] | [added: 1,100.7] | | [removed: 32.2] [added: 31.4] | % | [removed: 1,109.0] [added: $] | [added: 1,091.8] | | [removed: 33.0] [added: 32.2] | % | [removed: 1,070.5] [added: $] | [added: 1,109.0] | | [removed: 33.6] [added: 33.0] | % |

| Selling & administrative expenses | [removed: 617.2] [added: 622.9] | | | [removed: 18.2] [added: 17.8] | % | [removed: 591.6] [added: 617.2] | | | [removed: 17.6] [added: 18.2] | % | [removed: 562.9] [added: 591.6] | | | [removed: 17.7] [added: 17.6] | % |

| Operating income | [removed: 474.6] [added: 477.8] | | | [removed: 14.0] [added: 13.6] | % | [removed: 517.4] [added: 474.6] | | | [removed: 15.4] [added: 14.0] | % | [removed: 507.6] [added: 517.4] | | | [removed: 15.9] [added: 15.4] | % |

| Net income attributable to Hubbell | [removed: 277.3] [added: 293.0] | | | [removed: 8.2] [added: 8.4] | % | [removed: 325.3] [added: 277.3] | | | [removed: 9.7] [added: 8.2] | % | [removed: 326.5] [added: 325.3] | | | [removed: 10.3] [added: 9.7] | % |

| EARNINGS PER SHARE - DILUTED | $ | [removed: 4.77] [added: 5.24] | | | | $ | [removed: 5.48] [added: 4.77] | | | | $ | [removed: 5.47] [added: 5.48] | | | |

Our consolidated results of operations in [added: 2016,] 2015 and 2014 include what we refer to as "Restructuring and Related Costs".

Restructuring actions support our cost reduction efforts involving the consolidation of manufacturing and distribution facilities [removed: and] [added: as well as] workforce [removed: reductions.][added: reductions and the sale or exit of business units we determine to be non-strategic.]

Restructuring-related costs are costs associated with our business transformation initiatives, including the consolidation of back-office functions and streamlining our [removed: processes.][added: processes, and certain other costs and gains associated with restructuring actions.]

Our consolidated results of operations in 2015 also include costs associated with the reclassification of the Company's common stock to eliminate its two-class structure (the [added: "Reclassification" and the] "Reclassification Costs").

Only a portion of the Reclassification Costs [removed: are] [added: were] tax deductible.

We believe certain non-GAAP measures that exclude the impact of these costs may provide [added: investors with] useful information regarding our underlying performance from period to period and allow [removed: readers] [added: investors] to assess the impact of the Company's restructuring and related activities and business transformation initiatives on the results of operations.

Adjusted gross profit, adjusted selling & administrative ("S&A") expense, and adjusted operating income [added: each] exclude Restructuring and Related Costs.

Adjusted [removed: total other expense, adjusted] net income attributable to Hubbell and adjusted earnings per diluted share exclude Restructuring and Related Costs as well as Reclassification Costs.

| | [removed: 2015] [added: 2016] | | | % of Net sales | | [removed: 2014] [added: 2015] | | | % of Net sales | | [removed: 2013] [added: 2014] | | | % of Net sales | |

| Restructuring and related costs | [removed: 23.7] [added: 30.1] | | | | | [removed: 3.4] [added: 23.7] | | | | | [removed: —] [added: 3.4] | | | | |

| Adjusted gross profit | $ | [removed: 1,115.5] [added: 1,130.8] | | [removed: 32.9] [added: 32.3] | % | $ | [removed: 1,112.4] [added: 1,115.5] | | [removed: 33.1] [added: 32.9] | % | $ | [removed: 1,070.5] [added: 1,112.4] | | [removed: 33.6] [added: 33.1] | % |

| S&A expenses (GAAP measure) | $ | [removed: 617.2] [added: 622.9] | | [removed: 18.2] [added: 17.8] | % | $ | [removed: 591.6] [added: 617.2] | | [removed: 17.6] [added: 18.2] | % | $ | [removed: 562.9] [added: 591.6] | | [removed: 17.7] [added: 17.6] | % |

| Restructuring and related costs | [removed: 15.2] [added: 4.9] | | | | | [removed: 1.7] [added: 15.2] | | | | | [removed: —] [added: 1.7] | | | | |

| Adjusted S&A expenses | $ | [removed: 602.0] [added: 618.0] | | [removed: 17.8] [added: 17.6] | % | $ | [removed: 589.9] [added: 602.0] | | [removed: 17.6] [added: 17.8] | % | $ | [removed: 562.9] [added: 589.9] | | [removed: 17.7] [added: 17.6] | % |

| Operating income (GAAP measure) | $ | [removed: 474.6] [added: 477.8] | | [removed: 14.0] [added: 13.6] | % | $ | [removed: 517.4] [added: 474.6] | | [removed: 15.4] [added: 14.0] | % | $ | [removed: 507.6] [added: 517.4] | | [removed: 15.9] [added: 15.4] | % |

| Restructuring and related costs | [removed: 38.9] [added: 35.0] | | | | | [removed: 5.1] [added: 38.9] | | | | | [removed: —] [added: 5.1] | | | | |

| Adjusted operating income | $ | [removed: 513.5] [added: 512.8] | | [removed: 15.1] [added: 14.6] | % | $ | [removed: 522.5] [added: 513.5] | | [removed: 15.6] [added: 15.1] | % | $ | [removed: 507.6] [added: 522.5] | | [removed: 15.9] [added: 15.6] | % |

| Total other expense (GAAP measure) | $ | [removed: 56.0] [added: 47.4] | | | | $ | [removed: 31.9] [added: 56.0] | | | | $ | [removed: 33.8] [added: 31.9] | | | |

The Company's long-term strategy is to serve its customers with reliable and innovative solutions delivered through a competitive cost structure; to complement organic growth with acquisitions that enhance its product offerings; and to allocate capital effectively to create shareholder value.

Our strategy to grow revenue is focused on complementing organic growth with acquisitions that expand our product offerings and present opportunities to compete in core, adjacent or complementary markets.

Acquisitions are a key component of our revenue growth strategy, not only to expand our reach into new markets and further into existing markets with new products, but also to advance our revenue growth objectives during periods of weakness or inconsistency in our end-markets.

Aligning our cost structure with the needs of our business is a key initiative and has resulted in the restructuring and related activities we have initiated, beginning in 2014.

Our restructuring and related efforts include the consolidation of manufacturing and distribution facilities, workforce actions, as well as streamlining and consolidating our back-office functions.

The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure, and effectiveness and efficiency of our workforce.

Productivity improvement also continues to be a key area of focus for the Company and efforts to drive productivity work with our restructuring and related activities to minimize the impact of rising material costs and administrative cost inflation.

In 2017, we expect growth across our end markets to be more consistent than in 2016.

We expect the electrical transmission and distribution market, the industrial market, and the oil and gas market to each be flat-to-up by two percent.

We expect our organic net sales growth to outperform end markets and that acquisitions will continue to be a key driver of growth, however we anticipate pricing pressure in our Lighting business group could continue to be a challenge.

We expect our operating margins in 2017 will benefit from cost structure improvements, through incremental savings from our restructuring and related activities, and that our operating margins will also reflect lower Restructuring and Related Costs as well as incremental profit from higher sales.

However, we

also expect our operating margins in 2017 will reflect continued pricing challenges in our Lighting business and headwinds from foreign exchange and material costs across the Company.

Our overall end markets were mixed in 2016 leading to organic growth in the year of one percent and a continuation of pressure on operating margins from business and product mix, as lower margin non-residential and residential markets grew, while higher margin industrial and oil markets continued to decline, although at rates that moderated as compared to 2015.

Considering these overall market conditions, we continued our focus on productivity and the restructuring and related program that began in 2014.

The savings from our productivity and restructuring and related actions have helped to reduce the impact of unfavorable sales mix on operating margins as well as headwinds from pricing in certain markets and foreign exchange.

Our productivity measures are aimed to offset inflationary cost increases, while our restructuring and related actions are focused on reducing structural costs of the business, aligning our cost structure with market demand, and achieving greater back-office efficiencies.

| Gross profit | 1,100.7 | | | 31.4 | % | 1,091.8 | | | 32.2 | % | 1,109 | | | 33.0 | % |

Restructuring costs include severance and employee benefits, asset impairments, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions.

In the fourth quarter of 2016 restructuring-related costs include a gain on the sale of a property associated with restructuring activities.

| | 2016 | | | 2015 | | | | 2016 | | | 2015 | | | | 2016 | | | 2015 | | |

Restructuring and Related Costs in Cost of goods sold increased in 2016 primarily due to a $12.5 million charge in the fourth quarter of 2016 to record an estimated liability associated with the anticipated withdrawal from a multi-employer pension plan associated with the consolidation of two of our Lighting facilities.

Restructuring related costs in S&A expense declined as compared to the prior year as 2016 includes a $7.2 million gain on the sale of a property associated with a restructuring action.

2016 Compared to 2015

Net sales of $3.5 billion in 2016 increased three percent as compared to 2015.

Acquisitions added three percentage points to net sales in 2016 and organic volume, including pricing headwinds, added one percentage point, while foreign currency translation reduced net sales by one percentage point.

Within our Electrical segment, organic net sales of products sold into the non-residential and residential construction markets grew, but was mostly offset by lower organic net sales of products into the energy-related and industrial markets, which experienced continued, but moderating, weakness in 2016, primarily impacting our harsh and hazardous products.

Within our Power segment, organic net sales were slightly higher, by less than one percentage point, in 2016.

The increase was primarily due to unfavorable business and product mix, pricing headwinds in our Electrical segment, the impact of our acquisitions, as well as foreign exchange headwinds.

We also incurred $6.4 million of higher Restructuring and Related Costs within Cost of goods sold in 2016, primarily relating to the proposed consolidation of two of our Lighting facilities.

Those unfavorable impacts were partially offset by higher realized savings from our restructuring and related actions in 2016, and favorable material costs.

Restructuring and Related Costs in Cost of goods sold were $6.4 million higher in 2016 as compared to 2015.

Excluding Restructuring and Related Costs, the adjusted gross profit margin was 32.3% in 2016 as compared to 32.9% in 2015.

The decrease in the adjusted gross margin is primarily due to unfavorable business and product mix, pricing headwinds in our Electrical segment, the impact of our acquisitions, as well as foreign exchange headwinds.

Those unfavorable impacts were partially offset by higher realized savings from our restructuring and related actions in 2016, and favorable material costs.

S&A expense in 2016 was $622.9 million and increased one percent compared to 2015 as we added S&A costs in 2016 from our acquisitions, made investments in our business, and experienced higher pension costs.

Those increases were almost completely offset by realized savings from our restructuring and related actions, $10.3 million lower Restructuring and Related Costs in S&A expense in 2016 and foreign currency translation.

S&A expense as a percentage of net sales declined by 40 basis points to 17.8% in 2016.

Excluding Restructuring and Related Costs, adjusted S&A expense as a percentage of net sales declined by 20 basis points to 17.6% in 2016 primarily due to realized savings from our restructuring and related actions and the favorable impact of higher volume, partially offset by higher pension costs and investments in our business in 2016.

Excluding Restructuring and Related Costs, adjusted operating income of $512.8 million was flat as compared to 2015 and the adjusted operating margin declined by 50 basis points to 14.6%.

The Company made the following management changes in 2015 as part of its succession planning program.

On May 5, 2015 the Board of Directors appointed, effective June 1, 2015, Kevin A.

Poyck, Rodd R.

Ruland and Darrin S.

Wegman Group Presidents for its Lighting, Construction and Energy, and Commercial and Industrial businesses, respectively, which businesses together form the Company's Electrical segment.

The newly appointed Group Presidents were overseen by Mr. Gary N.

Amato, Executive Vice President, Hubbell Electrical Segment, until his retirement, effective December 31, 2015.

In December 2015 the Board of Directors appointed Maria R.

Lee, Vice President, Treasurer and Investor Relations, effective January 1, 2016.

Ms. Lee previously held the position of VP, Corporate Strategy and Investor Relations and was appointed following the retirement of James H.

Biggart, Jr., VP, Treasurer, effective December 31, 2015.

In addition, we continue to assess opportunities to expand sales through acquisitions of businesses that fill product line gaps or allow for expansion into new markets.

Price realization and productivity improvements are key areas of focus for our company.

manufacturing footprint and activities through restructuring actions, reducing or eliminating waste and improving processes.

Reclassification of Common Stock

On December 23, 2015, the Company completed the reclassification of its dual-class common stock into a single class of Common Stock (the “Reclassification”).

The Reclassification, among other benefits, simplified the Company's capital structure, better aligned voting rights with economic interests of all shareholders, and has eliminated the ability of the Louie E.

Roche Trust and the Harvey Hubbell Trust (collectively, the “Trusts”), which, prior to the Reclassification, collectively owned 3,488,460 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), representing approximately 49% of Class A common stock then outstanding, and approximately 36% of the total voting power of the Company's shareholders, to effectively prevent the approval of any matter that comes before the shareholders that requires, under Connecticut law, the approval of holders of two-thirds of the Company's outstanding common stock.

Following the filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of the State of Connecticut, the Reclassification became effective at 11:59 p.m.

on December 23, 2015 (the "Effective Time"), at which time (i) each holder of Class A common stock as of immediately prior to the Effective Time became entitled to receive cash in the amount of $28.00 for each share of Class A common stock held ("Class A Cash Consideration") and (ii) each share of Class A common stock issued and outstanding immediately prior to the Effective Time and each share of Class B common stock of the Company, par value $0.01 per share (the "Class B common stock"), issued and outstanding immediately prior to the Effective Time was reclassified into one share of common stock of the Company, par value $0.01 per share and having one vote per share upon all matters brought before any meeting of the shareholders (the "Common Stock").

Trading in the Class A common stock and Class B common stock ceased after markets closed on December 23, 2015 and trading in the Company's single class of Common Stock commenced on the New York Stock Exchange on December 24, 2015, under the ticker "HUBB".

The aggregate amount of the Class A Cash Consideration paid in connection with, and at the time of, the Reclassification was $200.7 million.

The Company has accounted for the Reclassification by adjusting the Company’s capital stock accounts.

The par value of the Class A common stock and the Class B common stock has been reclassified to Common Stock par value.

Paid-in capital of the Class A Common Stock is zero at the time of the Reclassification and, therefore, the full amount of the Class A Cash Consideration paid in the Reclassification has been applied as a reduction to retained earnings.

In the third quarter of 2015 the Company incurred $7.4 million of costs related to the Reclassification (the "Reclassification Costs"), primarily consisting of professional fees.

Reclassification Costs are recognized in Other expense, net in the Condensed Consolidated Statement of Income.

Certain other Reclassification Costs of $12.3 million, including additional professional fees and the reimbursement of certain costs of the Trustee, were contingent upon closing the Reclassification and were recognized in the fourth quarter of 2015.

Total Reclassification Costs incurred in 2015 were $19.7 million.

We expect growth in those markets to be offset by an anticipated decline in oil and gas markets, which we project may decline by approximately fifteen to twenty-percent, and industrial markets that are flat-to-down by approximately two percent.

We expect our organic net sales growth to outperform end markets and that acquisitions will continue to be a key driver of growth, but that net sales growth will also be challenged in 2016 by continued pressure from foreign exchange rates and the potential for price erosion in light of expected continued weakness in commodity costs.

We expect our operating margins in 2016 will continue to be affected by the unfavorable product and business mix experienced in 2015 as well as the foreign exchange and pricing pressures that we expect to be a headwind on net sales growth.

We also expect operating margins in 2016 to be impacted by our plans to continue investing in our businesses in higher growth markets as well as restructuring and related activities with attractive returns.

Pension expense is also expected to be a headwind on margins.

We expect to use the borrowing capacity available to us to fund a portion of these activities in 2016.

Our estimate of 2016 earnings per diluted share includes the anticipated impact of up to $250 million of share repurchases in 2016 as well as higher interest expense from the projected increase in borrowings.

The industrial market includes a segment of customers in energy-related industries, including oil and gas as well as mining industries.

Our overall end markets were mixed in 2015.

Our largest end market, non-residential construction, grew on the continued strength of the renovation and relight market as well as increased demand for private construction spending.

The residential market also grew in 2015, albeit at a more modest pace than in the past several years.

Shipments from non-U.S. subsidiaries as a percentage of the Company’s total net sales were [removed: 11%] [added: 10%] in [removed: 2015, 14%] [added: 2016, 11%] in [removed: 2014] [added: 2015] and [removed: 16%] [added: 14%] in [removed: 2013,] [added: 2014,] with the Canadian and UK operations representing approximately [removed: 34%] [added: 33%] and [removed: 24%,] [added: 21%,] respectively, of [removed: 2015] [added: 2016] total international net sales.

Of the remaining [removed: 2015] [added: 2016] international sales [removed: Mexico represents 11%, while Switzerland] [added: Switzerland, Brazil,] and [removed: Brazil] [added: Mexico] represent [removed: 10% each.][added: 12%, 10%, and 9%, respectively.]

Further discussion of forward exchange contracts can be found in Note [removed: 14 – Fair Value Measurement in the Notes to Consolidated] [added: 13 —] Financial [removed: Statements.][added: Instruments and]

Product purchases representing approximately [removed: 10%] [added: 11%] of our net sales are sourced from unaffiliated suppliers located outside the United States, primarily in China and other Asian countries, Europe and Brazil.

[added: Foreign sourcing of products may result in unexpected] fluctuations in product cost or increased risk of business interruption due to lack of product or component availability due to any one of the following:

The principal objectives of our investment management activities are to preserve capital while earning net investment income that is commensurate with acceptable levels of interest rate, default and liquidity risk taking into account our [added: funding needs.]

The following table presents cost [added: and weighted average interest rate] information related to fixed rate interest risk sensitive instruments by maturity at December 31, [removed: 2015] [added: 2016] (dollars in millions):

| | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | [added: 2021 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/15] [added: 12/31/16] | | |

| Avg. interest rate | [removed: 4.50] [added: 4.40] | | % | [removed: 4.84] [added: 5.09] | | % | [removed: 5.09] [added: 5.00] | | % | [removed: 5.00] [added: 4.96] | | % | [removed: 4.84] [added: 5.00] | | % | 5.00 | | % | | | | | | |

| Avg. interest rate | — | | | [removed: —] [added: 5.95] | | [added: %] | [removed: 5.95] [added: —] | | [removed: %] | — | | | — | | | [removed: 3.625] [added: 3.468] | | % | [removed: 4.79%] [added: 4.22%] | | | | | |

See also Note 1 [added: —] Significant Accounting Policies, Note 6 [removed: –] [added: —] Investments and Note 11 [removed: –] [added: —] Debt in the Notes to Consolidated Financial Statements.

Fair Value Measurement in the Notes to Consolidated Financial Statements.

| • | Changes in U.S. laws and policies governing foreign trade |

| Available-for-sale investments | $ | 11.2 | | $ | 8.2 | | $ | 6.3 | | $ | 12.5 | | $ | 4.5 | | $ | 11.0 | | $ | 53.7 | | $ | 53.6 | |

| Long-term debt | $ | — | | $ | 299.3 | | $ | — | | $ | — | | $ | — | | $ | 691.2 | | $ | 990.5 | | $ | 1,017.8 | |

| --- | --- |

| | |

We are continuously seeking to expand this activity, particularly related to purchases from low cost areas of the world.

Foreign sourcing of products may result in unexpected

funding needs.

| Available-for-sale investments | $ | 12.2 | | $ | 6.8 | | $ | 8.5 | | $ | 5.4 | | $ | 6.8 | | $ | 7.2 | | $ | 46.9 | | $ | 47.4 | |

| Long-term debt | $ | — | | $ | — | | $ | 298.8 | | $ | — | | $ | — | | $ | 297.1 | | $ | 595.9 | | $ | 630.5 | |

The Company’s reporting segments consist of the Electrical [removed: segment (comprised of electrical systems products] and [removed: lighting products) and] the Power [removed: segment,] [added: segments,] as described below.

Management’s Discussion and Analysis – “Executive [added: Overview]

[removed: Overview] of the Business”, and “Results of Operations” as well as Note [removed: 20 –] [added: 19 —] Industry Segments and Geographic Area Information in the Notes to Consolidated Financial Statements.

The Electrical segment (70% of consolidated revenues in [removed: 2015,] [added: 2016] and [added: 2015 and] 71% in [removed: 2014 and 2013)] [added: 2014)] is comprised of businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, connector and grounding products, lighting fixtures and controls, [added: components and assemblies for the natural gas distribution market,] as well as other electrical equipment.

[removed: The products] [added: Products of the Electrical segment] are typically used in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, [removed: electricians] [added: electricians, utilities,] and telecommunications companies.

| • | [removed: Cable reels | • |] Wiring devices & accessories | • | Junction boxes, plugs & receptacles | [added: • | Cable reels |]

| • | [removed: Cable glands] [added: Switches] & [removed: fittings] [added: dimmers] | • | [removed: Switches] [added: Steel] & [removed: dimmers] [added: plastic enclosures] | • | Datacom connectivity & enclosures |

| • | Hubbell® | • | Bell® | • | [removed: Victor®] [added: Raco®] | • | [removed: Gas Breaker®] [added: Gleason Reel®] | • | ACME Electric® |

| • | Kellems® | • | TayMac® | • | [removed: GAI-Tronics®] [added: Hipotronics®] | • | Powerohm™ | • | EC&M Design™ |

[added: |] Lighting [removed: Products][added: | | | | | |]

[removed: Hubbell] [added: The Electrical segment,] manufactures and sells [added: thousands of wiring and electrical products,] lighting fixtures and controls for indoor and outdoor [removed: applications.][added: applications as well as specialty lighting and communications products.]

[removed: The] [added: A fast growing trend within the industry is the adoption of light emitting diode (“LED”) technology as the light source and the] Company has a broad array of LED-luminaire products within its portfolio and the majority of new product development efforts are oriented towards expanding those offerings.

| • | Kim Lighting® | • | [removed: Security Lighting Systems™] [added: Beacon Products™] | • | Spaulding Lighting™ | • | Kurt Versen™ | [added: • | Litecontrol™ |]

| • | Sportsliter Solutions™ | • | Columbia Lighting® | • | Alera Lighting® | • | Prescolite® | [added: • | Dual-Lite® |]

The Power segment (30% of consolidated revenues in [removed: 2015,] [added: 2016] and [added: 2015 and] 29% in [removed: 2014 and 2013)] [added: 2014)] consists of operations that design and manufacture various distribution, transmission, substation and telecommunications products primarily used by the electrical utility industry.

[added: Products are sold to distributors and] directly to users such as electric utilities, telecommunication companies, pipeline and mining operations, [removed: industrial firms, construction and engineering firms.]

Hubbell manufactures and sells a wide variety of electrical distribution, transmission, substation [added: utility] and telecommunications products.

| • | Arresters | • | [removed: High voltage bushings] [added: Bushings] | • | Grounding [added: & bonding] equipment |

These operations manufacture, assemble and/or procure and market Hubbell products and service [added: for] both the Electrical and Power segments.

As a percentage of total net sales, shipments from foreign operations directly to third parties were [removed: 11%] [added: 10%] in [removed: 2015, 14%] [added: 2016, 11%] in [removed: 2014] [added: 2015] and [removed: 16%] [added: 14%] in [removed: 2013,] [added: 2014,] with the Canadian and UK operations representing approximately [removed: 34%] [added: 33%] and [removed: 24%,] [added: 21%,] respectively, of [removed: 2015] [added: 2016] total international net sales.

See also Note [removed: 20 -] [added: 19 —] Industry Segments and Geographic Area Information in the Notes to Consolidated Financial Statements and Item 1A.

The Company does not have any customers whose annual consolidated purchases exceed 10 percent of [removed: it's] [added: our] total net sales in [removed: 2015, 2014] [added: 2016, 2015] nor [removed: 2013.][added: 2014.]

Hubbell is not materially dependent upon any one supplier for raw materials used in the manufacture of [added: its products and equipment, and at the present time, raw materials and components essential to its operation are in adequate supply.]

[removed: However, some of these principal raw] materials are sourced from a limited number of suppliers.

Hubbell has approximately [removed: 1,650] [added: 1,700] active United States and foreign patents covering many of its products, which expire at various times.

Substantially all of the backlog existing at December 31, [removed: 2015] [added: 2016] is expected to be shipped to customers in [removed: 2016.][added: 2017.]

Backlog of orders believed to be firm at December 31, [removed: 2015] [added: 2016] was approximately [removed: $319.4] [added: $297.4] million compared to [removed: $333.7] [added: $319.4] million at December 31, [removed: 2014.][added: 2015.]

Expenses for research and development were approximately 2% of Cost of goods sold for each of the years [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013.][added: 2014.]

Risk Factors and Note [removed: 15] [added: 14] — Commitments and Contingencies in the Notes to Consolidated Financial Statements.

As of December 31, [removed: 2015,] [added: 2016,] Hubbell had approximately [removed: 16,200] [added: 17,400] salaried and hourly employees of which approximately [removed: 8,300] [added: 7,500] of these employees, or [removed: 51%,] [added: 43%,] are located in the United States.

Approximately [removed: 2,150] [added: 2,100] of these U.S. employees are represented by [removed: 16] [added: 15] labor unions.

| David G. Nord | [removed: 58] [added: 59] | Chairman of the Board, President and Chief Executive Officer | Present position since May 2014; President and Chief Executive Officer since January 2013; President and Chief Operating Officer from June 2012 to January 2013, and Senior Vice President and Chief Financial Officer from September 2005 to June 2012. Previously, various positions, including Vice President, Controller, of United Technologies and its subsidiaries, 2000-2005. | |

| William R. Sperry | [removed: 53] [added: 54] | Senior Vice President and Chief Financial Officer | Present position since June 6, 2012; Vice President, Corporate Strategy and Development August 15, 2008 to June 6, 2012; previously, Managing Director, Lehman Brothers August 2006 to April 2008, various positions, including Managing Director, of J.P. Morgan and its predecessor institutions, 1994-2006. | |

| Gerben W. Bakker | [removed: 51] [added: 52] | Group [removed: President (Power Systems)] [added: President, Power Systems] | Present position since February 1, 2014; previously, Division Vice President, Hubbell Power Systems, Inc. (“HPS”) August 2009 - February 1, 2014; President, HPS Brazil June 2005 – July 2009; Vice President, Sourcing, HPS March 2004 – May 2005. | |

| Joseph A. Capozzoli | [removed: 41] [added: 42] | Vice President and Controller | Present position since April 22, 2013; previously, Assistant Corporate Controller of Stanley Black & Decker, Inc. (“Stanley”) April 2011 to April 2013; Global Operations Controller at Stanley 2010-2011; Director of Cost Accounting at Stanley, 2006-2010. | |

| An-Ping Hsieh | [removed: 55] [added: 56] | [added: Senior] Vice President, General Counsel | Present position since [added: May 3, 2016; previously Vice President, General Counsel,] September [removed: 4, 2012; previously,] [added: 2012 - May 2016;] Vice President, Secretary and Associate General Counsel of United Technologies Corporation (“UTC”) February 2008 to September 2012; Vice President and General Counsel, UTC Fire and Security 2003-2008; Deputy General Counsel, Otis Elevator Company, a United Technologies company 2001-2003. | |

| Maria R. Lee | [removed: 40] [added: 41] | [added: Treasurer and] Vice President, [removed: Treasurer] [added: Corporate Strategy] and Investor Relations | Present position since January 1, 2016; previously Vice President, Corporate Strategy and Investor Relations, March 2015-December 2015; Director, Investor Relations of United Technologies Corporation (“UTC”) 2011-2012; various positions, including Director, Financial Planning & Analysis, North and South America Area, Otis Elevator Company, at UTC, 2006-2011; various positions at Duff & Phelps, Affiliated Managers Group, Inc., and Booz Allen Hamilton, 1997-2006. | |

| Stephen M. Mais | [removed: 51] [added: 52] | [added: Senior] Vice President, Human Resources | Present position since [removed: August 22, 2005;] [added: May 3, 2016,] previously [added: Vice President, Human Resources, August 2005 - May 2016;] Director, Staffing and Capability, Pepsi Bottling Group (“Pepsi”) 2001-2005; Director, Human Resources Southeastern U.S., Pepsi 1997-2001. | |

| Kevin A. Poyck | [removed: 46] [added: 47] | Group President, Lighting | Present position since June 1, 2015; previously, Vice President, General [removed: Manager.] [added: Manager,] Commercial and Industrial Lighting, Hubbell Lighting, Inc. ("HLI") 2014 - 2015; Vice President, Brand Management, Commercial and Industrial, HLI 2012-2014; Vice President, Operations, HLI 2009 - 2012; Vice President, Engineering, HLI 2005-2009. | |

| Rodd R. Ruland | [removed: 58] [added: 59] | Group President, Construction and Energy | Present position since June 1, 2015; previously, President, BURNDY LLC, Hubbell Canada (HCLP) & Hubbell de Mexico (HdM) 2012-2015; President, BURNDY LLC 2009-2012; Corporate Vice President & General Manager, Electrical Power Interconnect Division, FCI (BURNDY) 2003-2009, Director, Business Development 2001-2003; various positions in Sales & Marketing, Business Development, and General Management and TycoElectronics/AMP Incorporated 1979-2000. | |

The products within the segment have applications in the non-residential, residential, industrial, and energy-related (oil and gas) markets.

| Commercial and Industrial | | | | | |

| • | Ground fault devices | • | Pin & sleeve devices | • | High voltage test systems |

| • | Electrical motor controls | | | | |

| Construction and Energy | | | | | |

| • | Mechanical connectors | • | Gas connectors and assemblies | • | Specialty communications equipment |

| • | Mechanical grounding devices | • | Installation tooling | • | Mining communication & controls |

| • | Compression connectors | • | Specialty lighting | • | Cable glands & fittings |

| • | Safety equipment | | | | |

| Commercial and Industrial | | | | | | | | | |

| • | Bryant® | • | Wiegmann® | • | Haefely® | | | | |

| Lighting | | | | | | | | | |

| • | Hubbell Building Automation™ | • | Precision Paragon™ P2™ | • | Progress Lighting Design® | • | Security Lighting Systems™ | • | Hubbell® Outdoor Lighting™ |

| • | Architectural Area Lighting™ | | | | | | | | |

| Construction and Energy | | | | | | | | | |

| • | Burndy® | • | Killark® | • | GAI-Tronics® | • | Gas Breaker® | • | R.W. Lyall™ |

| • | CMC® | • | Hawke™ | • | Chalmit® | • | Vantage Technology® | • | Continental® |

| • | Austdac™ | | | | | | | | |

industrial firms, construction and engineering firms.

| • | EMC™ | • | Longbow™ | | | | |

Of the remaining 2016 international sales Switzerland, Brazil, and Mexico represent 12%, 10%, and 9%, respectively.

However, some of these principal raw

| (1) | As of February 16, 2017. |

| | |

| --- | --- |

| | |

Hubbell Electrical Systems

Hubbell designs, manufactures and sells thousands of wiring and electrical products as well as specialty lighting and communications products used primarily in harsh and hazardous locations which are supplied principally to industrial, non-residential and residential customers.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| • | Connectors & tooling | • | Pin & sleeve devices | • | Speciality communications equipment |

| • | Floor boxes | • | Electrical motor controls | • | High voltage test systems |

| • | Ground fault devices | • | Steel & plastic enclosures | • | Mining communication & controls |

| • | Bryant® | • | Wiegmann® | • | Gleason Reel® | • | Chalmit® | • | Continental® |

| • | Burndy® | • | Killark® | • | Haefely® | • | Austdac™ | | |

| • | CMC® | • | Hawke™ | • | Hipotronics® | • | Raco® | | |

The markets served include non-residential and residential.

For the non-residential market the Company typically targets products that would be considered specification grade and this market includes retrofitting and re-lighting projects for commercial and industrial properties.

A fast growing trend within the lighting industry is the adoption of light emitting diode (“LED”) technology as the light

source.

LED technology is both energy efficient and long–lived and as a result offers customers the economic benefits of lower energy and maintenance costs.

Examples of these lighting products or applications include:

These lighting products are sold under various brands and/or trademarks, including:

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| • | Beacon Products™ | • | Precision Paragon™\[P2\]™ | • | Progress Lighting Design® | • | Dual-Lite® |

| • | Architectural Area Lighting™ | • | Hubbell Building Automation™ | • | Hubbell® Outdoor Lighting™ | • | Litecontrol™ |

Products are sold to distributors and

Distribution, Transmission and Substation Utility Products

Mexico represents 11% of total 2015 international net sales, while Switzerland and Brazil each represent 10% of 2015 total international sales.

its products and equipment, and at the present time, raw materials and components essential to its operation are in adequate supply.

Reclassification of Common Stock

On December 23, 2015, the Company completed the reclassification of its dual-class common stock into a single class of Common Stock (the “Reclassification”).

The Reclassification, among other benefits, simplified the Company's capital structure, better aligned voting rights with economic interests of all shareholders, and has eliminated the ability of the Louie E.

Roche Trust and the Harvey Hubbell Trust (collectively, the “Trusts”), which, prior to the Reclassification, collectively owned 3,488,460 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), representing approximately 49% of Class A common stock then outstanding, and approximately 36% of the total voting power of the Company's shareholders, to effectively prevent the approval of any matter that comes before the shareholders that requires, under Connecticut law, the approval of holders of two-thirds of the voting power of the Company's outstanding common stock.

Following the filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of the State of Connecticut, the Reclassification became effective at 11:59 p.m.

on December 23, 2015 (the "Effective Time"), at which time (i) each holder of Class A common stock as of immediately prior

to the Effective Time became entitled to receive cash in the amount of $28.00 for each share of Class A common stock held ("Class A Cash Consideration") and (ii) each share of Class A common stock issued and outstanding immediately prior to the Effective Time and each share of Class B common stock, par value $0.01 per share (the "Class B common stock"), issued and outstanding immediately prior to the Effective Time was reclassified into one share of common stock of the Company, par value $0.01 per share and having one vote per share upon all matters brought before any meeting of the shareholders (the "Common Stock").

Trading in the Class A common stock and Class B common stock ceased after markets closed on December 23, 2015 and trading in the Company's single class of Common Stock commenced on the New York Stock Exchange on December 24, 2015, under the ticker "HUBB".

Additional information about the Reclassification is included in the Company's current reports on Form 8-K filed on August 24, 2015 and December 23, 2015 and the Company's registration statement on Form S-4 (File No. 333-206898), initially filed with the SEC on September 11, 2015, and declared effective on November 23, 2015.

| William T. Tolley | 58 | Senior Vice President, Growth and Innovation | Present position since February 1, 2014, previously, Group Vice President (Power Systems) December 23, 2008-February 1, 2014; Group Vice President (Wiring Systems) October 1, 2007-December 23, 2008; | |

We continually reassess the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each matter which includes [removed: consideration of outside legal counsel and, if applicable, other experts.]

consideration of outside legal counsel and, if applicable, other experts.

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements, Note 14 — Commitments and Contingencies” of this Form 10-K.

On October 16, 2015, Norfolk County Retirement System, a purported former holder of the Company’s Class B common stock, filed a complaint in the United States District Court for the District of Connecticut challenging the Reclassification of the Company’s dual-class common stock into a single class of common stock.

The complaint was captioned Norfolk County Retirement System v.

Cardoso, et al., No. 3:15-cv-01507-AWT .

The plaintiff asserted claims against the Company’s Board of Directors, Bessemer Trust Co., N.A. (“Bessemer”), as Trustee for the Trusts, and the Company.

The plaintiff claimed, among other things, that the Company and its Board of Directors had violated the Company’s certificate of incorporation by agreeing to make a payment to the holders of Class A common stock in connection with the Reclassification, and that the Board of Directors had violated its fiduciary duties by structuring the Reclassification in a supposedly coercive way and by allegedly making materially misleading disclosures to shareholders.

The plaintiff also claimed, among other things, that Bessemer had

aided and abetted the Board of Director’s purported violation of the certificate of incorporation and breach of fiduciary duties.

As relief, the plaintiff demanded an injunction against the shareholder vote on the Reclassification, damages, an award of costs and attorneys’ fees, and other relief.

At the same time as filing its complaint, the plaintiff sent a derivative demand letter to the Board of Directors, making similar allegations of wrongdoing, and demanding, among other things, that the Company file suit against the board and Bessemer to recover damages supposedly sustained by the Company.

On October 20, 2015, the plaintiff moved for expedited discovery in support of a forthcoming motion for an injunction.

On October 21, 2015 and November 16, 2015, the Company amended its Registration Statement on Form S-4, making clear that the repurchase of an additional $250 million of the Company’s common stock was not contingent on the transaction, and providing more information about the Company’s certificate of incorporation and the board’s evaluation of the Reclassification.

The plaintiff then withdrew its motion for expedited discovery.

On February 1, 2016, the plaintiff filed an amended direct and derivative complaint.

The amended complaint contains allegations and claims for relief that are generally similar to the plaintiff’s previous complaint, but also asserts that the plaintiff has the right to sue derivatively on behalf of the Company to recoup damages supposedly sustained by the Company in connection with the Reclassification and includes derivative claims.

The defendants intend to move to dismiss the amended complaint.

10-K 1 [removed: hubb-20151231x10k.htm] [added: hubb-20161231x10k.htm] FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2015][added: 2016]

[removed: ][added: ]

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2015] [added: 2016] was [removed: $6,175,836,055*.][added: $5,763,377,247*.]

The number of shares outstanding of Hubbell Common Stock as of February [removed: 16, 2016] [added: 10, 2017] is [removed: 56,736,237.][added: 55,446,167.]

Portions of the definitive proxy statement for the annual meeting of shareholders scheduled to be held on May 3, [removed: 2016,] [added: 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.

| Table of contents | | | [removed: |]

| [ITEM [removed: 1](#s4AA660D9FC935758BB5D3FADB1BE4D72) | [Business](#s4AA660D9FC935758BB5D3FADB1BE4D72)] [added: 1](#s2B2134A23A875690B6A6D6713466CEAA)] | [removed: [3](#s4AA660D9FC935758BB5D3FADB1BE4D72)] [added: [Business](#s2B2134A23A875690B6A6D6713466CEAA)] | [added: [3](#s2B2134A23A875690B6A6D6713466CEAA)] |

| [ITEM [removed: 1A](#s5CD91C34E99C5295B1B9079D32DFA367)] [added: 1A](#s37E4C617EEC25B7FBE9B2AD33C03FB86)] | [Risk [removed: Factors](#s5CD91C34E99C5295B1B9079D32DFA367) | [9](#s5CD91C34E99C5295B1B9079D32DFA367)] [added: Factors](#s37E4C617EEC25B7FBE9B2AD33C03FB86)] | [added: [8](#s37E4C617EEC25B7FBE9B2AD33C03FB86)] |

| [ITEM [removed: 1B](#s333B85447AC85AB19A2F0A0C69427EFB)] [added: 1B](#s7C4F262BFCF1516A8F5624F2F77D167A)] | [Unresolved Staff [removed: Comments](#s333B85447AC85AB19A2F0A0C69427EFB) | 12] [added: Comments](#s7C4F262BFCF1516A8F5624F2F77D167A)] | [added: [11](#s7C4F262BFCF1516A8F5624F2F77D167A)] |

| [ITEM [removed: 2](#s98372C2BC7155C98A7ADB8CF35E9B67B) | [Properties](#s98372C2BC7155C98A7ADB8CF35E9B67B)] [added: 2](#s585884E71DD7510288F14383666F963F)] | [removed: [12](#s98372C2BC7155C98A7ADB8CF35E9B67B)] [added: [Properties](#s585884E71DD7510288F14383666F963F)] | [added: [12](#s585884E71DD7510288F14383666F963F)] |

| [ITEM [removed: 3](#sDFBD6D974AD2544B9A973C97C1E4ADBD)] [added: 3](#s3B9D688D116B5DDCA811A8E77F70C319)] | [Legal [removed: Proceedings](#sDFBD6D974AD2544B9A973C97C1E4ADBD) | [13](#sDFBD6D974AD2544B9A973C97C1E4ADBD)] [added: Proceedings](#s3B9D688D116B5DDCA811A8E77F70C319)] | [added: [13](#s3B9D688D116B5DDCA811A8E77F70C319)] |

| [ITEM [removed: 4](#s17912B0A46F458AC853643F7D1D320B4)] [added: 4](#sB65F4093E75A51CF9B63DF4F850AB141)] | [Mine Safety [removed: Disclosures](#s17912B0A46F458AC853643F7D1D320B4) | [13](#s17912B0A46F458AC853643F7D1D320B4)] [added: Disclosures](#sB65F4093E75A51CF9B63DF4F850AB141)] | [added: [13](#sB65F4093E75A51CF9B63DF4F850AB141)] |

| [ITEM [removed: 5](#sE9BA017F3AC9569DA311F44F02299953)] [added: 5](#s9A8ECE1F7D275F2FB24C4EBDA6FBDE19)] | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sE9BA017F3AC9569DA311F44F02299953) | [14](#sE9BA017F3AC9569DA311F44F02299953)] [added: Securities](#s9A8ECE1F7D275F2FB24C4EBDA6FBDE19)] | [added: [14](#s9A8ECE1F7D275F2FB24C4EBDA6FBDE19)] |

| [ITEM [removed: 6](#s643AEAA57E495BE59A59A619CA093C74)] [added: 6](#s4FE72A13C44F5F229BFF9CA4C0518D88)] | [Selected Financial [removed: Data](#s643AEAA57E495BE59A59A619CA093C74) | 17] [added: Data](#s4FE72A13C44F5F229BFF9CA4C0518D88)] | [added: [17](#s4FE72A13C44F5F229BFF9CA4C0518D88)] |

| [ITEM [removed: 7](#s0347A437D95F50028F09E4D9BEFB7A66)] [added: 7](#sF39F265297DE585290C84479FD2DFF2B)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0347A437D95F50028F09E4D9BEFB7A66) | [18](#s0347A437D95F50028F09E4D9BEFB7A66)] [added: Operations](#sF39F265297DE585290C84479FD2DFF2B)] | [added: [18](#sF39F265297DE585290C84479FD2DFF2B)] |

| [ITEM [removed: 7A](#sB0A88DE139FA50AE8B15D1FFBCB132EB)] [added: 7A](#sFCDAD5BF30F450E086B3AEBF33FA97B3)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sB0A88DE139FA50AE8B15D1FFBCB132EB) | [33](#sB0A88DE139FA50AE8B15D1FFBCB132EB)] [added: Risk](#sFCDAD5BF30F450E086B3AEBF33FA97B3)] | [added: [34](#sFCDAD5BF30F450E086B3AEBF33FA97B3)] |

| [ITEM [removed: 8](#s20E88AF1BC895879855C17D89AAC00DA)] [added: 8](#s7E37FD19430F55CAB132E5ECBD04A4D8)] | [Financial Statements and Supplementary [removed: Data](#s20E88AF1BC895879855C17D89AAC00DA) | [35](#s20E88AF1BC895879855C17D89AAC00DA)] [added: Data](#s7E37FD19430F55CAB132E5ECBD04A4D8)] | [added: [36](#s7E37FD19430F55CAB132E5ECBD04A4D8)] |

| [ITEM [removed: 9](#s01CBD5A0138D53AF98183590537CD693)] [added: 9](#sE7E9A13303DF5AD8B5325383405005E0)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s01CBD5A0138D53AF98183590537CD693) | [79](#s01CBD5A0138D53AF98183590537CD693)] [added: Disclosure](#sE7E9A13303DF5AD8B5325383405005E0)] | [added: [80](#sE7E9A13303DF5AD8B5325383405005E0)] |

| [ITEM [removed: 9A](#sEADF085AB0AB5133AEF4229D2AF2F296)] [added: 9A](#sD6F898784C9B5F2BB4095C0B7C8BB719)] | [Controls and [removed: Procedures](#sEADF085AB0AB5133AEF4229D2AF2F296) | [79](#sEADF085AB0AB5133AEF4229D2AF2F296)] [added: Procedures](#sD6F898784C9B5F2BB4095C0B7C8BB719)] | [added: [80](#sD6F898784C9B5F2BB4095C0B7C8BB719)] |

| [ITEM [removed: 9B](#s6774C1B1660154168649B33E7AF4DCA2)] [added: 9B](#sD348D2E50E9352C1ADD82115B605AD2F)] | [Other [removed: Information](#s6774C1B1660154168649B33E7AF4DCA2) | [79](#s6774C1B1660154168649B33E7AF4DCA2)] [added: Information](#sD348D2E50E9352C1ADD82115B605AD2F)] | [added: [80](#sD348D2E50E9352C1ADD82115B605AD2F)] |

| [PART [removed: III](#s8A2543BE971452868BAE256F7A7B4837) |] [added: III](#s6F9A51E6C8A55D729E88871B9F153E8E)] | [removed: [80](#s8A2543BE971452868BAE256F7A7B4837)] | [added: [81](#s6F9A51E6C8A55D729E88871B9F153E8E)] |

| [ITEM [removed: 10](#s2A1C1A1F3C895216834E7B619F4C89D6)] [added: 10](#s2DCB76FAE3AD5E0BA1ADB3CD29BBD830)] | [Directors, Executive Officers and Corporate [removed: Governance](#s2A1C1A1F3C895216834E7B619F4C89D6) | [80](#s2A1C1A1F3C895216834E7B619F4C89D6)] [added: Governance](#s2DCB76FAE3AD5E0BA1ADB3CD29BBD830)] | [added: [81](#s2DCB76FAE3AD5E0BA1ADB3CD29BBD830)] |

| [ITEM [removed: 11](#sB02AF4CBC4E050849F17DEEBD50A8CE0)] [added: 11](#sB07962312502545C80FF64AEA4248B27)] | [Executive [removed: Compensation](#sB02AF4CBC4E050849F17DEEBD50A8CE0) | [80](#sB02AF4CBC4E050849F17DEEBD50A8CE0)] [added: Compensation](#sB07962312502545C80FF64AEA4248B27)] | [added: [81](#sB07962312502545C80FF64AEA4248B27)] |

| [ITEM [removed: 12](#s29342CD0146D5070A87F170E7E25B210)] [added: 12](#s47CC47A233F354429338B3DF79B0BAE9)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s29342CD0146D5070A87F170E7E25B210) | [80](#s29342CD0146D5070A87F170E7E25B210)] [added: Matters](#s47CC47A233F354429338B3DF79B0BAE9)] | [added: [81](#s47CC47A233F354429338B3DF79B0BAE9)] |

| [ITEM [removed: 13](#s9BC81CD959505A2E87314AA84561FC4F)] [added: 13](#s9F0EC53F979A5A2D81A40BE6C48F6B8A)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#s9BC81CD959505A2E87314AA84561FC4F) | [81](#s9BC81CD959505A2E87314AA84561FC4F)] [added: Independence](#s9F0EC53F979A5A2D81A40BE6C48F6B8A)] | [added: [82](#s9F0EC53F979A5A2D81A40BE6C48F6B8A)] |

| [ITEM [removed: 14](#s5BB67054F2FA56B887E69A0B6563A149)] [added: 14](#s92BF428044FE58BFB1DB91D6175833A3)] | [Principal Accountant Fees and [removed: Services](#s5BB67054F2FA56B887E69A0B6563A149) | [81](#s5BB67054F2FA56B887E69A0B6563A149)] [added: Services](#s92BF428044FE58BFB1DB91D6175833A3)] | [added: [82](#s92BF428044FE58BFB1DB91D6175833A3)] |

| [ITEM [removed: 15](#s45ADDF6661745ED9A702F9D836D22169)] [added: 15](#s25E96033830E5904AEA65C59A557258D)] | [Exhibits and Financial Statement [removed: Schedule](#s45ADDF6661745ED9A702F9D836D22169) | [82](#s45ADDF6661745ED9A702F9D836D22169)] [added: Schedule](#s25E96033830E5904AEA65C59A557258D)] | [added: [83](#s25E96033830E5904AEA65C59A557258D)] |

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| --- | --- | --- |

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| [PART I](#sE27E1E815E3351E6B32C5B951A52D809) | | [3](#sE27E1E815E3351E6B32C5B951A52D809) |

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| [PART II](#sED3C7E755F8F5B56BE6AFC8E74BE3A3F) | | [14](#sED3C7E755F8F5B56BE6AFC8E74BE3A3F) |

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| [PART IV](#s063E49CB41FD5811BF15D1D937A955DB) | | [83](#s063E49CB41FD5811BF15D1D937A955DB) |

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| [SIGNATURES](#s442B98B0F17853C0983BA9B347C29F03) | | [86](#s442B98B0F17853C0983BA9B347C29F03) |

| Series A Junior Participating Preferred Stock Purchase Rights | New York Stock Exchange |

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| [PART I](#s7092BF294D185BE5983B76C78F3BCC59) | | [3](#s7092BF294D185BE5983B76C78F3BCC59) | |

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| [PART II](#sCA881ABDA15457D4A1A7C1060BC907AC) | | [14](#sCA881ABDA15457D4A1A7C1060BC907AC) | |

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| [PART IV](#s49A3CFF688A752959F363CFCE41BC47F) | | [82](#s49A3CFF688A752959F363CFCE41BC47F) | |

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| [SIGNATURES](#sADB63AA57E7758D79C976261E12E41CB) | | [86](#sADB63AA57E7758D79C976261E12E41CB) | |

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| --- | --- |

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| | | Number of Facilities | | | | Total Approximate Floor Area in Square Feet | | | | [removed: |]

| Segment | Location | Warehouses | | Manufacturing | | Owned | | [removed: |] Leased | |

| | Brazil | — | | 1 | | 105,900 | | [removed: |] — | |

| | Canada | 1 | | 2 | | 178,700 | | [removed: |] 2,300 | |

| | Italy | — | | 1 | | — | | [removed: |] 8,100 | |

| | Mexico | 1 | | 4 | | 828,800 | | [removed: |] 174,300 | |

| | China | — | | 2 | | — | | [removed: |] 287,900 | |

| | Puerto Rico | — | | 1 | | 162,400 | | [removed: |] — | |

| | Singapore | 1 | | — | | — | | [removed: |] 8,700 | |

| | Switzerland | — | | 1 | | 95,000 | | [removed: |] — | |

| | United Kingdom | 2 | | 3 | | 122,200 | | [removed: |] 64,600 | |

| Power segment | United States | 1 | | [removed: 13 |] [added: 14] | [removed: 2,438,500] | [added: 2,638,300] | | [removed: 202,300] [added: 149,700] | |

| | Canada | — | | 1 | | 30,000 | | [removed: |] — | |

| | Mexico | 1 | | 1 | | 167,300 | | [removed: (1) | 181,100] [added: 181,200] | |

As of January 31, 2017, Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.

Other principal administrative offices are in Columbia, South Carolina, Greenville, South Carolina and Manchester, New Hampshire.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Electrical segment | United States | 11 | | 25 | | 3,089,800 | | 2,052,300 | |

| | Australia | — | | 2 | | — | | 31,700 | |

| | Brazil | — | | 2 | | 188,100 | | 24,000 | |

| | China | — | | 3 | | — | | 226,100 | |

| TOTAL | | 18 | | 63 | | 7,606,500 | | 3,210,900 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Electrical segment | United States | 12 | | 27 | | 3,511,100 | | | 1,557,500 | |

| | Australia | 1 | | 2 | | — | | | 39,600 | |

| | Brazil | — | | 1 | | 138,300 | | | — | |

| | China | — | | 2 | | — | | | 74,600 | |

| TOTAL | | 20 | | 62 | | 7,778,200 | | | 2,601,000 | |

| Market Prices (Dollars Per Share) | | | Class A Common | | | | | Class B Common | | | | [added: |] Common Stock | | | |

| Years Ended December 31, | | | High | | Low | | | High | | [removed: Low] [added: High] | | [added: |] High | | Low | |

| 2015 — Fourth quarter (After the Reclassification) | | | — | | — | | | — | | — | | [added: |] 104.47 | | 99.60 | |

| 2015 — Fourth quarter (Prior to Reclassification) | | | 128.17 | | 108.12 | | | 100.73 | | [removed: 83.85] [added: 100.73] | | [added: |] — | | — | |

| 2015 — Third quarter | | | 122.02 | | 91.67 | | | 109.40 | | [removed: 80.33] [added: 109.40] | | [added: |] — | | — | |

| 2015 — Second quarter | | | 118.84 | | 105.48 | | | 112.84 | | [removed: 107.37] [added: 112.84] | | [added: |] — | | — | |

| 2015 — First quarter | | | 113.02 | | 104.50 | | | 117.03 | | [removed: 102.01] [added: 117.03] | | [added: |] — | | — | |

| Dividends Declared (Dollars Per Share) | | | Class A Common | | | | | Class B Common | | | | [added: |] Common Stock | | | |

| Years Ended December 31, | | | [added: 2016 | |] 2015 | | [removed: 2014] | [added: 2016] | | 2015 | | [removed: 2014] | [removed: | 2015] [added: 2016] | | [removed: 2014] [added: 2015] | |

| Fourth quarter | | | [removed: 0.63] [added: —] | | [removed: 0.56] [added: 0.63] | | | [removed: 0.63] [added: —] | | [removed: 0.56] [added: —] | | [removed: —] | [added: 0.70] | [added: |] — | |

| Third quarter | | | [removed: 0.56] [added: —] | | [removed: 0.50] [added: 0.56] | | | [removed: 0.56] [added: —] | | [removed: 0.50] [added: —] | | [removed: —] | [added: 0.63] | [added: |] — | |

| Second quarter | | | [removed: 0.56] [added: —] | | [removed: 0.50] [added: 0.56] | | | [removed: 0.56] [added: —] | | [removed: 0.50] [added: —] | | [removed: —] | [added: 0.63] | [added: |] — | |

| First quarter | | | [removed: 0.56] [added: —] | | [removed: 0.50] [added: 0.56] | | | [removed: 0.56] [added: —] | | [removed: 0.50] [added: —] | | [removed: —] | [added: 0.63] | [added: |] — | |

| Number of Common Shareholders of Record | | | | | | | | | | | | | | | | [added: |]

| At December 31, | [added: 2016 | |] 2015 | | 2014 | | [removed: 2013] | [added: 2013] | | 2012 | | [removed: 2011] | | | | | [removed: |]

| Class A | — | | [removed: 369] [added: —] | | [removed: 394] [added: 369] | | | [removed: 426] [added: 394] | | [removed: 458] [added: 394] | | | | | | [added: |]

| Class B | — | | [removed: 2,093] [added: —] | | [removed: 2,225] [added: 2,093] | | | [removed: 2,389] [added: 2,225] | | [removed: 2,549] [added: 2,225] | | | | | | [added: |]

| Common Stock | [removed: 2,548] [added: 2,003] | | [removed: —] [added: 2,548] | | — | | | — | | — | | | | | | [added: |]

In October [removed: 2015,] [added: 2016,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $0.56 to] $0.63 [added: to $0.70] per share per quarter.

The increased quarterly dividend payment commenced with the December 15, [removed: 2015] [added: 2016] payment made to the shareholders of record on November 30, [removed: 2015.][added: 2016.]

[removed: When combined with the] [added: As of December 31, 2015, we had] $141.4 million of remaining share repurchase authorization under the [added: share repurchase] program [removed: approved] [added: authorized] by our Board of Directors [removed: in] [added: on] October [added: 21,] 2014 (the "October [removed: 2014" program), as] [added: 2014 program") and $250 million] of [removed: December 31,] [added: remaining share repurchase authorization under the share repurchase program authorized by our Board of Directors on August 23,] 2015 [removed: we have] [added: (the "August 2015 program"), for] a total remaining share repurchase authorization of $391.4 million.

Subject to numerous factors, including market conditions and alternative uses of cash, we [removed: intend to] [added: may] conduct discretionary repurchases through open market or privately negotiated transactions, which may include repurchases under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

The following table summarizes the Company's repurchase activity of Common Stock during the quarter ended December 31, [removed: 2015:][added: 2016:]

| TOTAL FOR THE QUARTER ENDED DECEMBER 31, [removed: 2015] [added: 2016] | [removed: 119] [added: —] | | $ | [removed: 102.45] [added: —] | | | | |

The following graph compares the total return to shareholders on the Company’s [removed: Class B] common stock during the five years ended December 31, [removed: 2015,] [added: 2016,] with a cumulative total return on the (i) Standard & Poor’s MidCap 400 (“S&P MidCap 400”), (ii) The Weighted Average of Hubbell Class A and Class B common stock, and (ii) the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).

As of December 31, [removed: 2015,] [added: 2016,] the DJUSEC reflects a group of fourteen company stocks in the electrical components and equipment market segment, and serves as the Company’s peer group for purposes of this graph.

The comparison assumes $100 was invested on December 31, [removed: 2010] [added: 2011] in the Company’s [removed: Class B] Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.

[added: Among Hubbell Incorporated,] the S&P Midcap 400 Index, and the Dow Jones US Electrical Components & Equipment Index

[removed: ][added: ]

| *$100 invested on [removed: 12/31/10] [added: 12/31/11] in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© [removed: 2015 S&P,] [added: 2017 Standard & Poor's,] a division of [removed: The McGraw-Hill Companies Inc.] [added: S&P Global.] All rights reserved. Copyright© [removed: 2015] [added: 2017 S&P] Dow Jones [removed: & Co.] [added: Indices LLC, a division of S&P Global.] All rights [removed: reserved.] [added: reserved] |

See Note 15 — Capital Stock in the Notes to Consolidated Financial Statements for more information about the Reclassification.

The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Form 10-K.

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| 2016 — Fourth quarter | | | — | | — | | | — | | — | | | 119.05 | | 101.15 | |

| 2016 — Third quarter | | | — | | — | | | — | | — | | | 109.33 | | 101.72 | |

| 2016 — Second quarter | | | — | | — | | | — | | — | | | 111.23 | | 97.35 | |

| 2016 — First quarter | | | — | | — | | | — | | — | | | 106.66 | | 83.16 | |

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In 2016, the Company repurchased shares for an aggregate purchase price of $237.8 million.

As a result, as of December 31, 2016, our remaining share repurchase authorization was $153.6 million.

Our remaining share repurchase authorization expires in October 2017.

| BALANCE AS OF SEPTEMBER 30, 2016 | | | | | | $ | 153.6 | |

| October 2016 | — | | $ | — | | $ | 153.6 | |

| November 2016 | — | | $ | — | | $ | 153.6 | |

| December 2016 | — | | $ | — | | $ | 153.6 | |

The Hubbell Incorporated line above uses the weighted average of Hubbell Class A and Class B shares for the three annual periods from December 2012 through December 2014.

See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Reclassification of Common Stock.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| 2014 — Fourth quarter | | | 131.60 | | 105.27 | | | 127.29 | | 101.44 | | — | | — | |

| 2014 — Third quarter | | | 129.50 | | 120.22 | | | 126.96 | | 115.34 | | — | | — | |

| 2014 — Second quarter | | | 125.68 | | 104.20 | | | 125.40 | | 112.71 | | — | | — | |

| 2014 — First quarter | | | 114.00 | | 94.24 | | | 122.55 | | 106.47 | | — | | — | |

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On August 23, 2015, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to $250 million of Common Stock (the "August 2015" program).

The October 2014 and August 2015 programs expire in October of 2017.

Subject to these factors, we expect to repurchase up to $250 million of Common Stock in 2016.

| BALANCE AS OF SEPTEMBER 30, 2015 | | | | | | $ | 403.5 | |

| October 2015 | — | | $ | — | | $ | — | |

| November 2015 | — | | $ | — | | $ | — | |

| December 2015 | 119 | | $ | 102.45 | | $ | 391.4 | |

On December 23, 2015, the Company completed the reclassification of its dual-class common stock into a single class of Common Stock (the “Reclassification”).

Trading in the Class A common stock and Class B common stock ceased after markets closed on December 23, 2015 and trading in the Company's single class of Common Stock commenced on the New York Stock Exchange on December 24, 2015, under the ticker "HUBB".

The total return to shareholders on the Company’s Class B common stock during the five years ended December 31, 2015 ("Hubbell Incorporated" in the graph) is determined based on the performance of the Class B common stock to the date of the Reclassification and the performance of the Common Stock thereafter.

Among Hubbell Incorporated, the Weighted Average of Hubbell Class A and Class B shares,

| OPERATIONS, years ended December 31, | [added: 2016 | | |] 2015 | | | 2014 | | | 2013 | | | 2012 | | | [removed: 2011] | [removed: | | |]

| Net sales | $ | [removed: 3,390.4] [added: 3,505.2] | | $ | [removed: 3,359.4] [added: 3,390.4] | | $ | [removed: 3,183.9] [added: 3,359.4] | | $ | [removed: 3,044.4] [added: 3,183.9] | | $ | [removed: 2,871.6] [added: 3,044.4] | | |

| Gross profit | $ | [removed: 1,091.8] [added: 1,100.7] | | $ | [removed: 1,109.0] [added: 1,091.8] | | $ | [removed: 1,070.5] [added: 1,109.0] | | $ | [removed: 1,012.2] [added: 1,070.5] | | $ | [removed: 923.7] [added: 1,012.2] | | |

| Operating income | $ | [removed: 474.6] [added: 477.8] | | $ | [removed: 517.4] [added: 474.6] | | $ | [removed: 507.6] [added: 517.4] | | $ | [removed: 471.8] [added: 507.6] | | $ | [removed: 423.8] [added: 471.8] | | |

| Adjusted operating income (1) | $ | [removed: 513.5] [added: 512.8] | | $ | [removed: 522.5] [added: 513.5] | | $ | [removed: 507.6] [added: 522.5] | | $ | [removed: 471.8] [added: 507.6] | | $ | [removed: 423.8] [added: 471.8] | | |

| Operating income as a % of sales | [removed: 14.0] [added: 13.6] | | % | [removed: 15.4] [added: 14.0] | | % | [removed: 15.9] [added: 15.4] | | % | [removed: 15.5] [added: 15.9] | | % | [removed: 14.8] [added: 15.5] | | % | |

| Adjusted operating income as a % of sales (1) | [removed: 15.1] [added: 14.6] | | % | [removed: 15.6] [added: 15.1] | | % | [removed: 15.9] [added: 15.6] | | % | [removed: 15.5] [added: 15.9] | | % | [removed: 14.8] [added: 15.5] | | % | |

| Net income attributable to Hubbell | $ | [removed: 277.3] [added: 293.0] | | $ | [removed: 325.3] [added: 277.3] | | $ | [removed: 326.5] [added: 325.3] | | $ | [removed: 299.7] [added: 326.5] | | $ | [removed: 267.9] [added: 299.7] | | |

| Net income attributable to Hubbell as a % of net sales | [removed: 8.2] [added: 8.4] | | % | [removed: 9.7] [added: 8.2] | | % | [removed: 10.3] [added: 9.7] | | % | [removed: 9.8] [added: 10.3] | | % | [removed: 9.3] [added: 9.8] | | % | |

| Net income attributable to Hubbell as a % of Hubbell shareholders’ average equity | [removed: 15.1] [added: 17.6] | | % | [removed: 17.0] [added: 15.1] | | % | [removed: 18.3] [added: 17.0] | | % | [removed: 19.2] [added: 18.3] | | % | [removed: 18.3] [added: 19.2] | | % | |

| Earnings per share — diluted | $ | [removed: 4.77] [added: 5.24] | | $ | [removed: 5.48] [added: 4.77] | | $ | [removed: 5.47] [added: 5.48] | | $ | [removed: 5.00] [added: 5.47] | | $ | [removed: 4.42] [added: 5.00] | | |

| Adjusted earnings per share - diluted (1) | $ | [removed: 5.52] [added: 5.66] | | $ | [removed: 5.54] [added: 5.52] | | $ | [removed: 5.47] [added: 5.54] | | $ | [removed: 5.00] [added: 5.47] | | $ | [removed: 4.42] [added: 5.00] | | |

| Cash dividends declared per common share | $ | [removed: 2.31] [added: 2.59] | | $ | [removed: 2.06] [added: 2.31] | | $ | [removed: 1.85] [added: 2.06] | | $ | [removed: 1.68] [added: 1.85] | | $ | [removed: 1.52] [added: 1.68] | | |

| Average number of common shares outstanding — diluted | [added: 55.7 | | |] 58.0 | | | 59.2 | | | 59.6 | | | 59.8 | | | [removed: 60.4] | [removed: | | |]

| Cost of acquisitions, net of cash acquired | $ | [removed: 163.4] [added: 173.4] | | $ | [removed: 183.8] [added: 163.4] | | $ | [removed: 96.5] [added: 183.8] | | $ | [removed: 90.7] [added: 96.5] | | $ | [removed: 29.6] [added: 90.7] | | |

| Working capital (2) | $ | [removed: 784.7] [added: 961.7] | | $ | [removed: 1,130.3] [added: 784.7] | | $ | [removed: 1,165.4] [added: 1,130.3] | | $ | [removed: 1,008.9] [added: 1,165.4] | | $ | [removed: 861.4] [added: 1,008.9] | | |

| Total assets | $ | [removed: 3,208.7] [added: 3,525.0] | | $ | [removed: 3,320.1] [added: 3,208.7] | | $ | [removed: 3,184.0] [added: 3,320.1] | | $ | [removed: 2,943.3] [added: 3,184.0] | | $ | [removed: 2,842.4] [added: 2,943.3] | | |

| Total debt [removed: (3)] | $ | [removed: 644.1] [added: 993.7] | | $ | [removed: 596.3] [added: 644.1] | | $ | [removed: 594.3] [added: 596.3] | | $ | [removed: 593.0] [added: 594.3] | | $ | [removed: 595.1] [added: 593.0] | | |

| Total Hubbell shareholders’ equity | $ | [removed: 1,740.6] [added: 1,592.8] | | $ | [removed: 1,927.1] [added: 1,740.6] | | $ | [removed: 1,906.4] [added: 1,927.1] | | $ | [removed: 1,661.2] [added: 1,906.4] | | $ | [removed: 1,467.8] [added: 1,661.2] | | |

| NUMBER OF EMPLOYEES, AT YEAR-END | [added: 17,400 | | |] 16,200 | | | 15,400 | | | 14,300 | | | 13,600 | | | [removed: 13,500] | [removed: | | |]

(3) The Company adopted Accounting Standards Update 2015-03 (ASU 2015-03) effective December 31, 2015.

ASU 2015-03 requires costs incurred to issue debt to be presented in the balance sheet as a direct deduction from the carrying value of the debt, rather than as a deferred charge and the adoption of ASU 2015-03 must be applied on a retrospective basis.

Accordingly, total debt for 2014, 2013, 2012 and 2011 has been reduced from previously reported amounts by $2.7 million, $3.2 million, $3.7 million, and $4.1 million, respectively.

| [Reports of [removed: Management](#s018527DFA5F955B18A5237444EEBC49E)] [added: Management](#sA474EC4C76D458C987304F02260BE70C)] | [removed: [36](#s018527DFA5F955B18A5237444EEBC49E)] [added: [37](#sA474EC4C76D458C987304F02260BE70C)] |

| [Report of Independent Registered Public Accounting [removed: Firm](#sCD16FE2A04A258DF87F33A3A4EA0CB43)] [added: Firm](#s749C6B949449599291872745D4919F00)] | [removed: [37](#sCD16FE2A04A258DF87F33A3A4EA0CB43)] [added: [38](#s749C6B949449599291872745D4919F00)] |

| [Consolidated Statement of [removed: Income](#sE693DC3398A9586D9442753590AA06D1)] [added: Income](#sDD46ED06EE78598E8FA3023B7120D04B)] | [removed: [38](#sE693DC3398A9586D9442753590AA06D1)] [added: [39](#sDD46ED06EE78598E8FA3023B7120D04B)] |

| [Consolidated Statement of Comprehensive [removed: Income](#s33901C3FC5AC5B1CA45B2BAA632ACDDE)] [added: Income](#sD3052B58790E53CE92B4A8C067A36772)] | [removed: [38](#s33901C3FC5AC5B1CA45B2BAA632ACDDE)] [added: [39](#sD3052B58790E53CE92B4A8C067A36772)] |

| [Consolidated Balance [removed: Sheet](#s1B4AFF4D44FD551B9309A4A7C7FB9969)] [added: Sheet](#sC9B94E6B076E57BEAB8DC37233FAEDCB)] | [removed: [39](#s1B4AFF4D44FD551B9309A4A7C7FB9969)] [added: [40](#sC9B94E6B076E57BEAB8DC37233FAEDCB)] |

| [Consolidated Statement of Cash [removed: Flows](#s48C1DC4367A15D26BA537F32033AB850)] [added: Flows](#sCE1A679C360D5959A06B89E4F4F16D0C)] | [removed: [40](#s48C1DC4367A15D26BA537F32033AB850)] [added: [41](#sCE1A679C360D5959A06B89E4F4F16D0C)] |

| [Consolidated Statement of Changes in [removed: Equity](#s4E1ECAB72C255D31A0D01A1DFEE8AA4D)] [added: Equity](#s705DB714FC945701B845FFD5719E93ED)] | [removed: [41](#s4E1ECAB72C255D31A0D01A1DFEE8AA4D)] [added: [42](#s705DB714FC945701B845FFD5719E93ED)] |

| [Notes to Consolidated Financial [removed: Statements](#s25E7652672265DD09855ED766BA388E7)] [added: Statements](#s3FF657653D765A9099702B6B4A4F2220)] | [removed: [42](#s25E7652672265DD09855ED766BA388E7)] [added: [43](#s3FF657653D765A9099702B6B4A4F2220)] |

| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#s9499983898725453AA50BFEEF14EEE25)] [added: II)](#s3EEF0D6EB530593CAFA0D3D3F191ADF6)] | [removed: [87](#s9499983898725453AA50BFEEF14EEE25)] [added: [87](#s3EEF0D6EB530593CAFA0D3D3F191ADF6)] |

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, [removed: 2015.][added: 2016.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which is included on the next page within this Annual Report on Form 10-K.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Hubbell Incorporated and its subsidiaries (the “Company”) at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016] based on criteria established in Internal [removed: Control-Integrated] [added: Control - Integrated] Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: ("COSO").][added: (COSO).]

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and [added: testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.]

| (in millions, except per share amounts) | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | |

| Net sales | $ | [removed: 3,390.4] [added: 3,505.2] | | $ | [removed: 3,359.4] [added: 3,390.4] | | $ | [removed: 3,183.9] [added: 3,359.4] | |

| Cost of goods sold | [removed: 2,298.6] [added: 2,404.5] | | | [removed: 2,250.4] [added: 2,298.6] | | | [removed: 2,113.4] [added: 2,250.4] | | |

| Gross profit | [removed: 1,091.8] [added: 1,100.7] | | | [removed: 1,109.0] [added: 1,091.8] | | | [removed: 1,070.5] [added: 1,109.0] | | |

| Selling & administrative expenses | [removed: 617.2] [added: 622.9] | | | [removed: 591.6] [added: 617.2] | | | [removed: 562.9] [added: 591.6] | | |

| Operating income | [removed: 474.6] [added: 477.8] | | | [removed: 517.4] [added: 474.6] | | | [removed: 507.6] [added: 517.4] | | |

| Interest expense | [removed: (31.0] [added: (43.4] | | ) | [removed: (31.2] [added: (31.0] | | ) | [removed: (30.8] [added: (31.2] | | ) |

| Investment income | 0.5 | | | [removed: 1.1] [added: 0.5] | | | [removed: 1.3] [added: 1.1] | | |

| Other expense, net | [removed: (25.5] [added: (4.5] | | ) | [removed: (1.8] [added: (25.5] | | ) | [removed: (4.3] [added: (1.8] | | ) |

| Total other expense | [removed: (56.0] [added: (47.4] | | ) | [removed: (31.9] [added: (56.0] | | ) | [removed: (33.8] [added: (31.9] | | ) |

| Income before income taxes | [removed: 418.6] [added: 430.4] | | | [removed: 485.5] [added: 418.6] | | | [removed: 473.8] [added: 485.5] | | |

| Provision for income taxes | [removed: 136.5] [added: 132.6] | | | [removed: 158.3] [added: 136.5] | | | [removed: 144.0] [added: 158.3] | | |

| Net income | [removed: 282.1] [added: 297.8] | | | [removed: 327.2] [added: 282.1] | | | [removed: 329.8] [added: 327.2] | | |

| Less: Net income attributable to noncontrolling interest | 4.8 | | | [removed: 1.9] [added: 4.8] | | | [removed: 3.3] [added: 1.9] | | |

| NET INCOME ATTRIBUTABLE TO HUBBELL | $ | [removed: 277.3] [added: 293.0] | | $ | [removed: 325.3] [added: 277.3] | | $ | [removed: 326.5] [added: 325.3] | |

| Basic | $ | [removed: 4.79] [added: 5.26] | | $ | [removed: 5.51] [added: 4.79] | | $ | 5.51 | |

| Diluted | $ | [removed: 4.77] [added: 5.24] | | $ | [removed: 5.48] [added: 4.77] | | $ | [removed: 5.47] [added: 5.48] | |

| (in millions) | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | |

| Net income | $ | [removed: 282.1] [added: 297.8] | | $ | [removed: 327.2] [added: 282.1] | | $ | [removed: 329.8] [added: 327.2] | |

| Foreign currency translation adjustments | [removed: (45.5] [added: (35.4] | | ) | [removed: (35.7] [added: (45.5] | | ) | [removed: (15.0] [added: (35.7] | | ) |

| Pension and post retirement benefit plans’ service costs and net actuarial (losses) gains, net of taxes of [removed: $10.7, $33.9] [added: $18.9, $10.7] and [removed: ($38.7)] [added: $33.9] | [removed: (15.5] [added: (40.3] | | ) | [removed: (57.7] [added: (15.5] | | ) | [removed: 63.1] [added: (57.7] | | [added: )] |

| Unrealized loss on investments, net of taxes of [removed: $0.2, $0.0 and] [added: $0.1,] $0.2 [added: and $0.0] | [removed: (0.3] [added: (1.2] | | ) | [removed: (0.1] [added: (0.3] | | ) | [removed: (0.3] [added: (0.1] | | ) |

| Unrealized gains (losses) on cash flow hedges, net of taxes of [removed: ($0.3), ($0.1)] [added: $0.5, ($0.3)] and ($0.1) | [removed: 1.4] [added: (1.4] | | [added: )] | [removed: 0.2] [added: 1.4] | | | [removed: 0.3] [added: 0.2] | | |

| Other comprehensive (loss) income | [removed: (59.9] [added: (78.3] | | ) | [removed: (93.3] [added: (59.9] | | ) | [removed: 48.1] [added: (93.3] | | [added: )] |

| Comprehensive income | [removed: 222.2] [added: 219.5] | | | [removed: 233.9] [added: 222.2] | | | [removed: 377.9] [added: 233.9] | | |

February 16, 2017

| Other current assets | 40.1 | | | 25.5 | | |

| Issuance of long-term debt | 397.0 | | | — | | | — | | |

| Debt issuance cost | (3.6 | | ) | — | | | — | | |

| Net income | | | | | | | | | | | | | 293.0 | | | | | | 293.0 | | | 4.8 | | |

| Cash dividends declared ($2.59 per share) | | | | | | | | | | | | | (144.3 | | ) | | | | (144.3 | | ) | | | |

| Director's deferred compensation | | | | | | | | | | 0.4 | | | | | | | | | 0.4 | | | | | |

| BALANCE AT DECEMBER 31, 2016 | $ | — | | $ | — | | $ | 0.6 | | $ | 15.4 | | $ | 1,879.3 | | $ | (302.5 | ) | $ | 1,592.8 | | $ | 10.4 | |

(1) For accounting purposes, the Company treats repurchased shares as constructively retired when acquired and accordingly charges the purchase price against Common Stock par value, Additional paid-in capital, to the extent available, and Retained earnings.

The change in Retained earnings of $155.5 million in 2016 reflects this accounting treatment.

The Company applied the "step-zero" test to its Hubbell Power Systems ("HPS") reporting unit.

Based on that qualitative assessment, the Company concluded it was more-likely-than-not that the fair value of the HPS reporting unit substantially exceeded its carrying value and therefore, further quantitative analysis was not required.

For each of the Company's other reporting units the Company has elected to utilize the two step goodwill impairment testing process as permitted in the accounting guidance.

Changes in these estimates and assumptions could materially affect the

The Company performed the qualitative assessment which resulted in no impairment in 2016 and 2015.

Differences between the deferred tax assets recognized for financial

In March 2016, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update (ASU 2016-09) relating to the accounting for share-based payments.

Upon adoption, from a statement of income viewpoint, the new guidance will require all income tax effects of share-based awards to be recognized in the income statement when the awards vest or are settled, and allows companies an additional election in the methods to estimate forfeitures of share-based payments.

It also increases the amount an employer can withhold to satisfy the employer's statutory income tax withholding obligation while still qualifying for the exception to liability classification of the share-based awards.

From a statement of cash flows viewpoint, the new guidance requires that excess tax benefits be classified as an operating activity and cash paid to a tax authority when shares are withheld to satisfy the employer's statutory income tax withholdings be classified as a financing activity.

In February 2016, the FASB issued an Accounting Standards Update (ASU 2016-02) related to the accounting for leases.

This guidance will require a lessee to recognize a right-to-use asset and a lease liability for both financing and operating leases, with a policy election permitting an exception to this guidance for leases whose term is twelve months or less.

For finance leases, the lessee will recognize interest expense and amortization of the right-of-use asset, and for operating leases the lessee will recognize a straight-line lease expense.

The new standard must be adopted using a modified retrospective transition at the beginning of the earliest comparative period presented.

This standard can be applied on either a retrospective or modified

retrospective approach.

Through the course of 2016 a number of ASU's have been issued which further refine the original guidance issued under ASU 2014-09 and are effective in conjunction with this original standard.

The Company has formed a project assessment and adoption team and is currently reviewing contract terms and assessing the impact of adopting the standard on its financial statements.

In the third quarter of 2016, the Company acquired all of the equity interests of Jiangsu Xiang Yuan Electric Equipment Co., Ltd. ("Longbow").

Longbow is a leading manufacturer of high voltage polymer insulators for the electric utility and railway industry.

Longbow was purchased for approximately $14.5 million, net of $2.0 million cash received, of which $2.9 million was paid at closing, and the remaining approximately $11.6 million is to be paid in future installments.

The purchase price is subject to customary post-closing adjustments.

Longbow has been added to the Power segment.

We have recognized intangible assets of $6.9 million and goodwill of $2.5 million as a result of this acquisition.

The purchase price allocation associated with Lyall and EMC is substantially complete as of December 31, 2016.

| Tangible assets acquired, net of cash received | $ | 62.3 | |

| Goodwill | 70.0 | | |

| Net deferred taxes | (8.2 | | ) |

| | 2016 | | | 2015 | | |

| | 2016 | | | 2015 | | |

| | |

| --- | --- |

| | |

| --- | --- |

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

As discussed in Note 12 to the consolidated financial statements, in 2015 the Company changed the manner in which it accounts for the classification of deferred taxes in the consolidated balance sheets due to the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes.

February 18, 2016

| Deferred taxes and other | 25.5 | | | 56.1 | | |

| Class A - Authorized 0 and 50,000,000 shares, outstanding 0 and 7,167,506 shares | $ | — | | $ | 0.1 | |

| Class B - Authorized 0 and 150,000,000 shares, outstanding 0 and 51,328,974 shares | — | | | 0.5 | | |

| BALANCE AT December 31, 2012 | $ | 0.1 | | $ | 0.5 | | | | | $ | 256.4 | | $ | 1,523.3 | | $ | (119.1 | ) | $ | 1,661.2 | | $ | 6.7 | |

| Net income | | | | | | | | | | | | | 326.5 | | | | | | 326.5 | | | 3.3 | | |

| Exercise of stock options | | | | | | | | | | 2.4 | | | | | | | | | 2.4 | | | | | |

| Cash dividends declared ($1.85 per Class A & B shares) | | | | | | | | | | | | | (109.6 | | ) | | | | (109.6 | | ) | | | |

The Company performed the qualitative assessment which resulted in no impairment in 2015, The Company elected to bypass the qualitative assessment and proceeded directly to the determination of fair value of its indefinite lived intangibles which resulted in no impairment in 2014 and 2013 .

experience, demographic factors, severity factors and other actuarial assumptions.

Gains or losses, prior service costs or credits,

In November 2015, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update (ASU 2015-17) requiring all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet.

As a result, each jurisdiction will now only have one net non-current deferred tax asset or liability.

ASU 2015-17 was prospectively adopted by the Company effective December 31, 2015.

The adoption resulted in the reclassification of $52.4 million from current deferred taxes to non-current deferred taxes for 2015.

As permitted by this ASU, no prior periods were adjusted.

In September 2015, the FASB issued an Accounting Standards Update (ASU 2015-16) relating to measurement-period adjustments in business combinations.

The new standard eliminates the requirement for retrospective treatment of measurement-period adjustments in a business combination.

Instead, a measurement-period adjustment will be recognized in the period in which the adjustment is determined.

ASU 2015-16 was adopted by the Company in 2015 and had no material impact on its financial statements.

In May 2015, the FASB issued an Accounting Standards Update (ASU 2015-07) relating to investments in certain entities that calculate net asset value per share (or its equivalent).

Under the new guidance, investments measured at net asset value (“NAV”), as a practical expedient for fair value, are excluded from the fair value hierarchy.

The new guidance is effective in 2016 for calendar year-end public business entities and early adoption is permitted.

ASU 2015-07 was adopted by the Company effective December 31, 2015 and the adoption of this standard had no material impact on its financial statements.

In April of 2015, the FASB issued an Accounting Standards Update (ASU 2015-03) relating to the presentation of debt issuance costs.

ASU 2015-03 requires costs incurred to issue debt to be presented in the balance sheet as a direct deduction from the carrying value of the debt, rather than as a deferred charge.

The new guidance is effective for fiscal years beginning after December 15, 2015.

Early adoption is permitted and, when adopted, the guidance must be applied on a retrospective basis.

ASU 2015-03 was adopted by the Company effective December

31, 2015 and the adoption had no material impact on its financial statements.

In February 2015, the FASB amended the current consolidation guidance.

The new guidance will impact the determination of whether an entity is a variable interest entity ("VIE") and when a company holds a variable interest in a VIE by introducing specific amendments relating to limited partnerships, outsourced decision makers and service providers, and related parties.

customers and in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.

The guidance was proposed to be effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period and early application is not permitted.

Management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] are included in Item 8 of this Annual Report on Form 10-K.