Item 15. Exhibits and Financial Statement Schedule
17K characters. Original on sec.gov · Markdown
Item 15. Exhibits and Financial Statement Schedule
- Financial Statements and Schedule
Financial statements and schedule listed in the Index to Financial Statements and Schedule are filed as part of this Annual Report on Form 10-K.
- Exhibits
| Incorporated by Reference | ||||||
| Number | Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended and restated as of December 23, 2015 | 8-A12B | 001-02958 | 3.1 | 12/23/2015 | |
| 3.2 | Amended and Restated By-Laws of Hubbell Incorporated, as amended on May 7, 2013 | 8-K | 001-02958 | 3.1 | 5/10/2013 | |
| 4.1 | Senior Indenture, dated as of September 15, 1995, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.(successor as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee | S-4 | 333-90754 | 4a | 6/18/2002 | |
| 4.2 | First Supplemental Indenture, dated as of June 2, 2008, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.(successor as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee, including the form of 5.95% Senior Notes due 2018 | 8-K | 001-02958 | 4.2 | 6/2/2008 | |
| 4.3 | Second Supplemental Indenture, dated as of November 17, 2010, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.(successor as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee, including the form of 3.625% Senior Notes due 2022 | 8-K | 001-02958 | 4.2 | 11/17/2010 | |
| 4.4 | Third Supplemental Indenture, dated as of March 1, 2016, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee | 8-K | 001-02958 | 4.2 | 3/1/2016 | |
| 4.5 | Form of 3.350% Senior Notes due 2026 | 8-K | 001-02958 | 4.3 | 3/1/2016 | |
| 4.6 | Second Amended and Restated Rights Agreement, dated as of December 23, 2015, between Hubbell Incorporated and Computershare, Inc. (successor to Mellon Investor Services LLC and ChaseMellon Shareholder Services, L.L.C.), as Rights Agent | 8-A12B | 001-02958 | 4.1 | 12/23/2015 | |
| 10.1† | Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | 10-Q | 001-02958 | 10a | 10/26/2007 | |
| 10.1(a)† | Amendment, dated February 15, 2008, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | 10-K | 001-02958 | 10.nn | 2/25/2008 |
| HUBBELL INCORPORATED - Form 10-K | 83 |
| Incorporated by Reference | ||||||
| Number | Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith |
| 10.1(b)† | Amendment, dated December 28, 2010, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | 10-K | 001-02958 | 10a(1) | 2/16/2011 | |
| 10.1(c)† | Third Amendment, dated December 29, 2016, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | * | ||||
| 10.2† | Hubbell Incorporated Retirement Plan for Directors, as amended and restated effective January 1, 2005 | 10-Q | 001-02958 | 10i | 10/26/2007 | |
| 10.3† | Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective December 23, 2015 | S-8 | 333-206898 | 4.4 | 12/24/2015 | |
| 10.4† | Hubbell Incorporated Executive Deferred Compensation Plan, as amended and restated effective January 1, 2016 | 10-K | 001-02958 | 10.5 | 2/18/2016 | |
| 10.5† | Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005 | 10-Q | 001-02958 | 10w | 10/26/2007 | |
| 10.5(a)† | Amendment, dated December 28, 2010, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005 | 10-K | 001-02958 | 10w(1) | 2/16/2011 | |
| 10.5(b)† | Second Amendment, dated January 17, 2017, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005 | * | ||||
| 10.6† | Hubbell Incorporated Incentive Compensation Plan, adopted effective January 1, 2002 | 10-K | 001-02958 | 10z | 3/20/2002 | |
| 10.7† | Hubbell Incorporated Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, 2016 | 8-K | 001-02958 | 10.1 | 5/9/2016 | |
| 10.8† | Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated effective December 6, 2016 | 8-K | 001-02958 | 10.1 | 12/12/2016 | |
| 10.8(a)† | Amendment, dated December 23, 2015, to the Hubbell Incorporated 2005 Incentive Award Plan | 10-K | 001-02958 | 10.9(a) | 2/18/2016 | |
| 10.9† | Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | 10-Q | 001-02958 | 10.8 | 7/19/2013 | |
| 10.10† | Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | * | ||||
| 10.11† | Form of Performance Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | * | ||||
| 10.12† | Form of Performance Based Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | * | ||||
| 10.13† | Form of Time Based Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | * | ||||
| 10.14† | Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015 | 10-K | 001-02958 | 10.16 | 2/18/2016 | |
| 10.14(a)† | First Amendment, dated January 17, 2017 and effective as of January 1, 2017, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015 | * | ||||
| 10.15† | Hubbell Incorporated Policy for Providing Severance Payments to Senior Employees, effective February 11, 2011 | 8-K | 001-02958 | 10.1 | 2/16/2011 | |
| 10.16† | Grantor Trust for Senior Management Plans Trust Agreement between Hubbell Incorporated and The Bank of New York, as trustee, as amended and restated effective December 8, 2015 | 10-K | 001-02958 | 10.18 | 2/18/2016 | |
| 10.17† | Grantor Trust for Non-Employee Director Plans Trust Agreement between Hubbell Incorporated and The Bank of New York, as amended and restated effective December 8, 2015 | 10-K | 001-02958 | 10.19 | 2/18/2016 | |
| 10.18† | Trust Agreement by and between Hubbell Incorporated and MG Trust Company d/b/a Matrix Trust Company, as Trustee, as amended and restated effective November 6, 2015 | 10-K | 001-02958 | 10.20 | 2/18/2016 | |
| 10.19† | Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and David G. Nord | 8-K | 001-02958 | 10.2 | 1/5/2011 | |
| 10.19(a)† | Amendment, dated as of January 1, 2013, to Change in Control Severance Agreement between Hubbell Incorporated and David G. Nord | 8-K | 001-02958 | 10.1 | 12/6/2012 |
| 84 | HUBBELL INCORPORATED - Form 10-K |
| Incorporated by Reference | ||||||
| Number | Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith |
| 10.20† | Letter Agreement, dated August 24, 2005, between Hubbell Incorporated and David G. Nord | 8-K | 001-02958 | 99.1 | 9/6/2005 | |
| 10.21† | Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and William R. Sperry | 8-K | 001-02958 | 10.1 | 9/17/2012 | |
| 10.21(a)† | Amendment, dated September 11, 2012, to Change in Control Severance Agreement between Hubbell Incorporated and William R. Sperry | 8-K | 001-02958 | 10.2 | 9/17/2012 | |
| 10.22† | Change in Control Severance Agreement, dated as of September 11, 2012, between Hubbell Incorporated and An-Ping Hsieh | 10-Q | 001-02958 | 10.xx | 10/19/2012 | |
| 10.23† | Letter Agreement, dated as of August 2, 2012, between Hubbell Incorporated and An-Ping Hsieh | 10-Q | 001-02958 | 10.1 | 7/19/2013 | |
| 10.24† | Change in Control Severance Agreement, dated as of April 15, 2013, between Hubbell Incorporated and Mr. Joseph A. Capozzoli | 8-K | 001-02958 | 10.1 | 4/19/2013 | |
| 10.25† | Letter Agreement, dated as of February 15, 2013, between Hubbell Incorporated and Mr. Joseph A. Capozzoli | 8-K | 001-02958 | 10.2 | 4/19/2013 | |
| 10.26† | Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and Stephen M. Mais | 10-Q | 001-02958 | 10.3 | 7/19/2013 | |
| 10.27† | Change in Control Severance Agreement, dated as of January 24, 2014, between Hubbell Incorporated and Gerben W. Bakker | 10-K | 001-02958 | 10.36 | 2/18/2014 | |
| 10.28† | Change in Control Severance Agreement, dated as of February 9, 2015, between Hubbell Incorporated and Maria R. Lee | 10-K | 001-02958 | 10.31 | 2/18/2016 | |
| 10.29† | Change in Control Severance Agreement, dated as of May 5, 2015, between Hubbell Incorporated and Kevin A. Poyck | 10-K | 001-02958 | 10.32 | 2/18/2016 | |
| 10.30† | Change in Control Severance Agreement, dated as of May 5, 2015, between Hubbell Incorporated and Rodd R. Ruland | 10-K | 001-02958 | 10.33 | 2/18/2016 | |
| 10.31† | Change in Control Severance Agreement, dated as of May 5, 2015, between Hubbell Incorporated and Darrin S. Wegman | 10-K | 001-02958 | 10.34 | 2/18/2016 | |
| 10.32 | Credit Agreement, dated as of December 16, 2015, by and among Hubbell Incorporated, Hubbell Power Holdings S.à r.l., Harvey Hubbell Holdings S.à r.l., the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | 8-K | 001-02958 | 99.1 | 12/21/2015 | |
| 10.33 | Reclassification Agreement, dated as of August 23, 2015, by and between Hubbell Incorporated and Bessemer Trust Company, N.A. | 8-K | 001-02958 | 10.1 | 8/24/2015 | |
| 10.34 | Irrevocable Proxy, dated August 23, 2015, by and between Hubbell Incorporated and Bessemer Trust Company, N.A. | 8-K | 001-02958 | 10.2 | 8/24/2015 | |
| 21.1 | List of subsidiaries | * | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | * | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||
| 101.INS | XBRL Instance Document | * | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | * |
† A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.
- Filed herewith.
** Furnished herewith.
| HUBBELL INCORPORATED - Form 10-K | 85 |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HUBBELL INCORPORATED | ||||
| By | /s/ JOSEPH A. CAPOZZOLI | By | /s/ WILLIAM R. SPERRY | |
| Joseph A. Capozzoli | William R. Sperry | |||
| Vice President and Controller | Senior Vice President and Chief | |||
| Financial Officer | ||||
| Date: | February 16, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.(1)
| Title | Date | ||
| By | /s/ D. G. NORD D. G. Nord | Chairman, President and Chief Executive Officer and Director | 2/16/2017 |
| By | /s/ W. R. SPERRY W. R. Sperry | Senior Vice President and Chief Financial Officer | 2/16/2017 |
| By | /s/ J. A. CAPOZZOLI J. A. Capozzoli | Vice President, Controller (Principal Accounting Officer) | 2/16/2017 |
| By | /s/ C. M. CARDOSO C. M. Cardoso | Director | 2/16/2017 |
| By | /s/ A. J. GUZZI A. J. Guzzi | Director | 2/16/2017 |
| By | /s/ N. J. KEATING N. J. Keating | Director | 2/16/2017 |
| By | /s/ J. F. MALLOY J. F. Malloy | Director | 2/16/2017 |
| By | /s/ JUDITH F. MARKS J.F. Marks | Director | 2/16/2017 |
| By | /s/ J. G. RUSSELL J. G. Russell | Director | 2/16/2017 |
| By | /s/ S. R. SHAWLEY S. R. Shawley | Director | 2/16/2017 |
| By | /s/ R. J. SWIFT R. J. Swift | Director | 2/16/2017 |
| (1) | As of February 16, 2017. |
| 86 | HUBBELL INCORPORATED - Form 10-K |
Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, 2014, 2015 and 2016
Reserves deducted in the balance sheet from the assets to which they apply (in millions):
| Balance at Beginning of Year | Additions / (Reversals) Charged to Costs and Expenses | Deductions | Acquisitions | Balance at End of Year | ||||||||||||||||
| Allowances for doubtful accounts receivable: | ||||||||||||||||||||
| Year 2014 | $ | 2.1 | $ | 1.6 | $ | (0.3 | ) | $ | — | $ | 3.4 | |||||||||
| Year 2015 | $ | 3.4 | $ | 2.7 | $ | (1.4 | ) | $ | — | $ | 4.7 | |||||||||
| Year 2016 | $ | 4.7 | $ | 0.8 | $ | (0.8 | ) | $ | — | $ | 4.7 | |||||||||
| Allowance for credit memos, returns and cash discounts: | ||||||||||||||||||||
| Year 2014 | $ | 31.6 | $ | 222.4 | $ | (217.3 | ) | $ | — | $ | 36.7 | |||||||||
| Year 2015 | $ | 36.7 | $ | 233.2 | $ | (228.4 | ) | $ | — | $ | 41.5 | |||||||||
| Year 2016 | $ | 41.5 | $ | 249.2 | $ | (244.8 | ) | $ | — | $ | 45.9 | |||||||||
| Valuation allowance on deferred tax assets: | ||||||||||||||||||||
| Year 2014 | $ | 28.5 | $ | 4.5 | $ | — | $ | 1.3 | $ | 34.3 | ||||||||||
| Year 2015 | $ | 34.3 | $ | (12.3 | ) | $ | — | $ | — | $ | 22.0 | |||||||||
| Year 2016 | $ | 22.0 | $ | 0.6 | $ | — | $ | — | $ | 22.6 |
| HUBBELL INCORPORATED - Form 10-K | 87 |
Previous: Item 14. Principal Accountant Fees and Services(4)