Item 8. Financial Statements and Supplementary Data

Reports of Management	37
Report of Independent Registered Public Accounting Firm	38
Consolidated Statement of Income	39
Consolidated Statement of Comprehensive Income	39
Consolidated Balance Sheet	40
Consolidated Statement of Cash Flows	41
Consolidated Statement of Changes in Equity	42
Notes to Consolidated Financial Statements	43
Financial Statement Schedule
Valuation and Qualifying Accounts and Reserves (Schedule II)	87

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

36	HUBBELL INCORPORATED - Form 10-K

Reports of Management

Report on Management’s Responsibility for Financial Statements

Our management is responsible for the preparation, integrity and fair presentation of its published financial statements. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include amounts based on informed judgments made by management.

We believe it is critical to provide investors and other users of our financial statements with information that is relevant, objective, understandable and timely, so that they can make informed decisions. As a result, we have established and maintain systems and practices and internal control processes designed to provide reasonable, but not absolute, assurance that transactions are properly executed and recorded and that our policies and procedures are carried out appropriately. Management strives to recruit, train and retain high quality people to ensure that controls are designed, implemented and maintained in a high-quality, reliable manner.

Our independent registered public accounting firm audited our financial statements and the effectiveness of our internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (United States). Their report appears on the next page within this Annual Report on Form 10-K.

Our Board of Directors normally meets nine times per year to provide oversight, to review corporate strategies and operations, and to assess management’s conduct of the business. The Audit Committee of our Board of Directors is comprised of at least three individuals all of whom must be “independent” under current New York Stock Exchange listing standards and regulations adopted by the SEC under the federal securities laws. The Audit Committee meets regularly with our internal auditors and independent registered public accounting firm, as well as management to review, among other matters, accounting, auditing, internal controls and financial reporting issues and practices. Both the internal auditors and independent registered public accounting firm have full, unlimited access to the Audit Committee.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate systems of internal control over financial reporting as defined by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In

making this assessment, management used the criteria set forth in Internal Control-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2016.

The effectiveness of our internal control over financial reporting as of December 31, 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.

/s/ DAVID G. NORD		/s/ WILLIAM R. SPERRY
David G. Nord		William R. Sperry
Chairman of the Board, President and Chief Executive Officer		Senior Vice President and Chief Financial Officer

HUBBELL INCORPORATED - Form 10-K	37

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Hubbell Incorporated:

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, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016 based on criteria established in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. 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 testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

February 16, 2017

38	HUBBELL INCORPORATED - Form 10-K

Consolidated Statement of Income

	Year Ended December 31,
(in millions, except per share amounts)	2016			2015			2014
Net sales	$	3,505.2		$	3,390.4		$	3,359.4
Cost of goods sold	2,404.5			2,298.6			2,250.4
Gross profit	1,100.7			1,091.8			1,109.0
Selling & administrative expenses	622.9			617.2			591.6
Operating income	477.8			474.6			517.4
Interest expense	(43.4		)	(31.0		)	(31.2		)
Investment income	0.5			0.5			1.1
Other expense, net	(4.5		)	(25.5		)	(1.8		)
Total other expense	(47.4		)	(56.0		)	(31.9		)
Income before income taxes	430.4			418.6			485.5
Provision for income taxes	132.6			136.5			158.3
Net income	297.8			282.1			327.2
Less: Net income attributable to noncontrolling interest	4.8			4.8			1.9
NET INCOME ATTRIBUTABLE TO HUBBELL	$	293.0		$	277.3		$	325.3
Earnings per share
Basic	$	5.26		$	4.79		$	5.51
Diluted	$	5.24		$	4.77		$	5.48

See notes to consolidated financial statements.

Consolidated Statement of Comprehensive Income

	Year Ended December 31,
(in millions)	2016			2015			2014
Net income	$	297.8		$	282.1		$	327.2
Other comprehensive (loss) income:
Foreign currency translation adjustments	(35.4		)	(45.5		)	(35.7		)
Pension and post retirement benefit plans’ service costs and net actuarial (losses) gains, net of taxes of $18.9, $10.7 and $33.9	(40.3		)	(15.5		)	(57.7		)
Unrealized loss on investments, net of taxes of $0.1, $0.2 and $0.0	(1.2		)	(0.3		)	(0.1		)
Unrealized gains (losses) on cash flow hedges, net of taxes of $0.5, ($0.3) and ($0.1)	(1.4		)	1.4			0.2
Other comprehensive (loss) income	(78.3		)	(59.9		)	(93.3		)
Comprehensive income	219.5			222.2			233.9
Less: Comprehensive income attributable to noncontrolling interest	4.8			4.8			1.9
COMPREHENSIVE INCOME ATTRIBUTABLE TO HUBBELL	$	214.7		$	217.4		$	232.0

See notes to consolidated financial statements.

HUBBELL INCORPORATED - Form 10-K	39

Consolidated Balance Sheet

	At December 31,
(In millions, except share amounts)	2016			2015
ASSETS
Current Assets
Cash and cash equivalents	$	437.6		$	343.5
Short-term investments	11.2			12.2
Accounts receivable, net	530.0			466.6
Inventories, net	532.4			540.0
Other current assets	40.1			25.5
Total Current Assets	1,551.3			1,387.8
Property, Plant, and Equipment, net	439.8			419.7
Other Assets
Investments	56.4			49.5
Goodwill	991.0			928.5
Intangible assets, net	431.5			372.2
Other long-term assets	55.0			51.0
TOTAL ASSETS	$	3,525.0		$	3,208.7
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt	$	3.2		$	48.2
Accounts payable	291.6			289.5
Accrued salaries, wages and employee benefits	82.8			75.3
Accrued insurance	55.8			50.4
Other accrued liabilities	156.2			139.7
Total Current Liabilities	589.6			603.1
Long-term Debt	990.5			595.9
Other Non-Current Liabilities	341.7			260.7
TOTAL LIABILITIES	1,921.8			1,459.7
Commitments and Contingencies (see Note 14)
Hubbell Shareholders’ Equity
Common stock, par value $.01
Common Stock - Authorized 200,000,000 shares, outstanding 55,532,307 and 57,836,533 shares	$	0.6		$	0.6
Additional paid-in capital	15.4			78.1
Retained earnings	1,879.3			1,886.1
Accumulated other comprehensive loss	(302.5		)	(224.2		)
Total Hubbell Shareholders’ Equity	1,592.8			1,740.6
Noncontrolling interest	10.4			8.4
TOTAL EQUITY	1,603.2			1,749.0
TOTAL LIABILITIES AND EQUITY	$	3,525.0		$	3,208.7

See notes to consolidated financial statements.

40	HUBBELL INCORPORATED - Form 10-K

Consolidated Statement of Cash Flows

	Year Ended December 31,
(In millions)	2016			2015			2014
Cash Flows from Operating Activities
Net income	$	297.8		$	282.1		$	327.2
Adjustments to reconcile net income to net cash provided by operating activities net of acquisitions:
Depreciation and amortization	92.3			85.2			79.2
Deferred income taxes	12.7			(4.5		)	30.3
Stock-based compensation	22.3			17.0			16.4
Tax benefit on stock-based awards	(4.2		)	(2.3		)	(9.2		)
(Gain) loss on sale of assets	(5.8		)	0.5			(1.3		)
Changes in assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable	(42.3		)	1.9			(17.8		)
Decrease (increase) in inventories	18.4			(80.8		)	(46.9		)
Increase in current liabilities	13.8			46.6			20.0
Changes in other assets and liabilities, net	8.4			6.1			15.4
Contributions to qualified defined benefit pension plans	(18.0		)	(22.6		)	(23.5		)
Other, net	2.8			1.9			1.7
NET CASH PROVIDED BY OPERATING ACTIVITIES	398.2			331.1			391.5
Cash Flows from Investing Activities
Capital expenditures	(67.2		)	(77.1		)	(60.3		)
Acquisitions, net of cash acquired	(173.4		)	(163.4		)	(183.8		)
Purchases of available-for-sale investments	(20.0		)	(24.5		)	(17.6		)
Proceeds from sales of available-for-sale investments	13.3			13.8			12.1
Proceeds from disposition of assets	10.8			0.7			6.0
Other, net	6.5			1.3			1.0
NET CASH USED IN INVESTING ACTIVITIES	(230.0		)	(249.2		)	(242.6		)
Cash Flows from Financing Activities
Issuance of long-term debt	397.0			—			—
Issuance of short-term debt	1.2			48.8			2.0
Payment of short-term debt	(51.5		)	(2.0		)	(0.8		)
Debt issuance cost	(3.6		)	—			—
Payment of dividends	(144.0		)	(133.7		)	(121.2		)
Payment of dividends to noncontrolling interest	(2.8		)	(5.0		)	(1.7		)
Proceeds from exercise of stock options	—			—			2.4
Tax benefit on stock-based awards	4.2			2.3			9.2
Acquisition of common shares(1)	(246.8		)	(79.1		)	(105.5		)
Payments for share reclassification	—			(200.7		)	—
Other	(0.5		)	(1.7		)	—
NET CASH USED IN FINANCING ACTIVITIES	(46.8		)	(371.1		)	(215.6		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(27.3		)	(21.2		)	(20.1		)
Increase in cash and cash equivalents	94.1			(310.4		)	(86.8		)
Cash and cash equivalents, beginning of year	343.5			653.9			740.7
Cash and cash equivalents, end of year	$	437.6		$	343.5		$	653.9

See notes to consolidated financial statements.

(1) In 2015, the Company had $9.0 million of share repurchases accrued in other accrued liabilities that was paid in 2016.

HUBBELL INCORPORATED - Form 10-K	41

Consolidated Statement of Changes in Equity

	For the Three Years Ended December 31, 2016, 2015 and 2014
(In millions, except per share amounts)	Class A Common Stock			Class B Common Stock			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Hubbell Shareholders' Equity			Non- controlling interest
BALANCE AT DECEMBER 31, 2013	$	0.1		$	0.5		$	—		$	236.6		$	1,740.2		$	(71.0	)	$	1,906.4		$	8.4
Net income													325.3						325.3			1.9
Other comprehensive (loss) income																(93.3		)	(93.3		)
Stock-based compensation										15.8									15.8
Exercise of stock options										2.4									2.4
Income tax windfall from stock-based awards, net										9.2									9.2
Acquisition/surrender of common shares										(117.3		)							(117.3		)
Cash dividends declared ($2.06 per Class A & B shares)													(121.4		)				(121.4		)
Dividends to noncontrolling interest																						(1.7		)
BALANCE AT DECEMBER 31, 2014	0.1			0.5			—			146.7			1,944.1			(164.3		)	1,927.1			8.6
Net income													277.3						277.3			4.8
Other comprehensive (loss) income																(59.9		)	(59.9		)
Stock-based compensation										16.3									16.3
Income tax windfall from stock-based awards, net										0.9									0.9
Acquisition/surrender of common shares										(92.6		)							(92.6		)
Cash dividends declared ($2.31 per Class A & B shares)													(133.8		)				(133.8		)
Dividends to noncontrolling interest																						(5.0		)
Director's deferred compensation										6.8									6.8
Share reclassification	(0.1		)	(0.5		)	0.6						(201.5		)				(201.5		)
BALANCE AT DECEMBER 31, 2015	—			—			0.6			78.1			1,886.1			(224.2		)	1,740.6			8.4
Net income													293.0						293.0			4.8
Other comprehensive (loss) income																(78.3		)	(78.3		)
Stock-based compensation										22.5									22.5
Income tax windfall from stock-based awards, net										4.8									4.8
Acquisition/surrender of common shares(1)										(90.4		)	(155.5		)				(245.9		)
Cash dividends declared ($2.59 per share)													(144.3		)				(144.3		)
Dividends to noncontrolling interest																						(2.8		)
Director's deferred compensation										0.4									0.4
BALANCE AT DECEMBER 31, 2016	$	—		$	—		$	0.6		$	15.4		$	1,879.3		$	(302.5	)	$	1,592.8		$	10.4

See notes to consolidated financial statements.

(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.

42	HUBBELL INCORPORATED - Form 10-K

Notes to Consolidated Financial Statements

NOTE 1 Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

The Consolidated Financial Statements include all wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company participates in two joint ventures, one of which is accounted for using the equity method, the other has been consolidated in accordance with the consolidation accounting guidance. An analysis is performed to determine which reporting entity, if any, has a controlling financial interest in a variable interest entity (“VIE”) with a primarily qualitative analysis. The qualitative analysis is based on identifying the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance (the “power criterion”) and the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE (the “losses/benefit criterion”). The party that meets both these criteria is deemed to have a controlling financial interest. The party with the controlling financial interest is considered to be the primary beneficiary and as a result is required to consolidate the VIE. The Company has a 50% interest in a joint venture in Hong Kong, established as Hubbell Asia Limited (“HAL”). The principal objective of HAL is to manage the operations of its wholly-owned manufacturing company in China. Under the accounting guidance, the Company is the primary beneficiary of HAL and as a result consolidates HAL. This determination is based on the fact that HAL’s sole business purpose is to manufacture product exclusively for the Company (the power criterion) and the Company is financially responsible for ensuring HAL maintains a fixed operating margin (the losses/benefit criterion). The consolidation of HAL is not material to the Company’s consolidated financial statements.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements. Actual results could differ from the estimates that are used.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is probable. Product is considered delivered to the customer once it has been shipped

and title and risk of loss have been transferred. The majority of the Company’s revenue is recognized at the time of shipment. The Company recognizes less than one percent of total annual consolidated net revenue from post shipment obligations and service contracts, primarily within the Electrical segment. Revenue is recognized under these contracts when the service is completed and all conditions of sale have been met. In addition, within the Electrical segment, certain businesses sell large and complex equipment which requires construction and assembly and occasionally has long lead times. It is customary in these businesses to require a portion of the selling price to be paid in advance of construction. These payments are treated as deferred revenue and are classified in Other accrued liabilities in the Consolidated Balance Sheet. Once the equipment is shipped to the customer and meets the revenue recognition criteria, the deferred revenue is recognized in the Consolidated Statement of Income.

Further, certain of our businesses provide for sales discounts and allowances based on sales volumes, specific programs and customer deductions, as is customary in the electrical products industry. These items primarily relate to sales volume incentives, special pricing allowances, and returned goods. Sales volume incentives represent rebates with specific sales volume targets for specific customers. Certain distributors qualify for price rebates by subsequently reselling the Company’s products into select channels of end users. Following a distributor’s sale of an eligible product, the distributor submits a claim for a price rebate. Customers also have a right to return goods under certain circumstances which are reasonably estimable by affected businesses. Customer returns have historically ranged from 1%-2% of gross sales. These arrangements require us to estimate at the time of sale the amounts that should not be recorded as revenue as these amounts are not expected to be collected from customers. The Company principally relies on historical experience, specific customer agreements and anticipated future trends to estimate these amounts at the time of shipment.

Shipping and Handling Fees and Costs

The Company records shipping and handling costs as part of Cost of goods sold in the Consolidated Statement of Income. Any amounts billed to customers for reimbursement of shipping and handling are included in Net sales in the Consolidated Statement of Income.

Foreign Currency Translation

The assets and liabilities of international subsidiaries are translated to U.S. dollars at exchange rates in effect at the end of the year, and income and expense items are translated at average exchange rates in effect during the year. The effects of exchange rate fluctuations on the translated amounts of foreign currency assets and liabilities are included as translation adjustments in Accumulated other comprehensive loss within

HUBBELL INCORPORATED - Form 10-K	43

Hubbell shareholders’ equity. Gains and losses from foreign currency transactions are included in results of operations.

Cash and Cash Equivalents

The carrying value of cash equivalents approximates fair value. Cash equivalents consist of highly liquid investments with original maturities to the Company of three months or less.

Investments

Investments in debt and equity securities are classified by individual security as available-for-sale, held-to-maturity or trading securities. Our available-for-sale securities, consisting of municipal bonds and the redeemable preferred stock of a privately held company, are carried on the balance sheet at fair value with current period adjustments to carrying value recorded in Accumulated other comprehensive loss within Hubbell shareholders’ equity, net of tax. Realized gains and losses are recorded in income in the period of sale. The Company’s trading securities are carried on the balance sheet at fair value and consist primarily of debt and equity mutual funds. Gains and losses associated with these trading securities are reflected in the results of operations. The Company did not have any investments classified as held-to-maturity as of December 31, 2016 and 2015.

Accounts Receivable and Allowances

Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is based on an estimated amount of probable credit losses in existing accounts receivable. The allowance is calculated based upon a combination of historical write-off experience, fixed percentages applied to aging categories and specific identification based upon a review of past due balances and problem accounts. Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer be pursued. The Company also maintains a reserve for credit memos, cash discounts and product returns which are principally calculated based upon historical experience, specific customer agreements, as well as anticipated future trends.

Inventories

Inventories are stated at the lower of cost or market value. Approximately 72% of total net inventory value is determined utilizing the last-in, first-out (LIFO) method of inventory accounting. The cost of foreign inventories and certain domestic inventories is determined utilizing average cost or first-in, first-out (FIFO) methods of inventory accounting. Reserves for excess and obsolete inventory are provided based on current assessments about future demand compared to on-hand quantities.

Property, Plant, and Equipment

Property, plant, and equipment values are stated at cost less accumulated depreciation. Maintenance and repair expenditures that do not significantly increase the life of an asset are charged to expense when incurred. Property, plant, and equipment placed in service prior to January 1, 1999 are

depreciated over their estimated useful lives, principally using accelerated methods. Assets placed in service subsequent to January 1, 1999 are depreciated over their estimated useful lives, using straight-line methods. Leasehold improvements are amortized over the shorter of their economic lives or the lease term. Gains and losses arising on the disposal of property, plant and equipment are included in Operating income in the Consolidated Statement of Income.

Capitalized Computer Software Costs

Capitalized computer software costs, net of amortization, were $15.6 million and $12.4 million at December 31, 2016 and 2015, respectively. This balance is reflected in Other long-term assets in the Consolidated Balance Sheet. Capitalized computer software is for internal use and costs primarily consist of purchased materials and services. Software is amortized on a straight-line basis over appropriate periods, generally five years. The Company recorded amortization expense of $5.2 million in 2016, $4.6 million in 2015 and $4.3 million in 2014 relating to capitalized computer software.

Goodwill and Other Intangible Assets

Goodwill represents purchase price in excess of fair values of the underlying net assets of acquired companies. Indefinite-lived intangible assets and goodwill are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance. The Company performs its goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. The accounting guidance provides entities an option of performing a qualitative assessment (a "step-zero" test) before performing a quantitative analysis. If the entity determines, on the basis of certain qualitative factors, that it is more-likely-than-not that the goodwill is not impaired, the entity would not need to proceed to the two step goodwill impairment testing process (quantitative analysis) as prescribed in the guidance. 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. Step 1 compares the fair value of the Company’s reporting units to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. If the carrying value of the reporting unit exceeds its fair value, Step 2 must be completed to determine the amount of impairment.

Goodwill impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. The Company uses internal discounted cash flow estimates to determine fair value. These cash flow estimates are derived from historical experience and future long-term business plans and the application of an appropriate discount rate. Changes in these estimates and assumptions could materially affect the

44	HUBBELL INCORPORATED - Form 10-K

determination of fair value and/or goodwill impairment for each reporting unit. The Company’s estimated aggregate fair value of its reporting units are reasonable when compared to the Company’s market capitalization on the valuation date.

As of April 1, 2016, our impairment testing resulted in implied fair values for each reporting unit that exceeded the reporting unit’s carrying value, including goodwill. The Company did not have any reporting units at risk of failing Step 1 of the impairment test as the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value) ranged from approximately 75% to approximately 315% for the respective reporting units. Additionally, the Company did not have any reporting units with zero or negative carrying amounts. The Company has not recorded any goodwill impairments since the initial adoption of the accounting guidance in 2002.

The Company’s intangible assets consist primarily of customer relationships, tradenames and patents. Intangible assets with definite lives are amortized over periods generally ranging from 5-30 years. These definite lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The Company did not record any impairments related to its definite lived intangible assets in 2016, 2015 or 2014. The Company also has some tradenames that are considered to be indefinite-lived intangible assets. These indefinite-lived intangible assets are not amortized and are tested for impairment annually, unless circumstances dictate the need for more frequent assessment.

The accounting guidance related to testing indefinite-lived intangible assets for impairment provides entities an option of performing a qualitative assessment before calculating the fair value of the asset. If the entity determines, on the basis of certain qualitative factors, that it is more-likely-than-not that the asset is not impaired, the entity would not need to calculate the fair value of the asset. The Company performed the qualitative assessment which resulted in no impairment in 2016 and 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.

Other Long-Lived Assets

The Company reviews depreciable long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset group and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of impaired assets is determined using expected cash flow estimates, quoted market prices when available and appraisals as appropriate. The Company did not record any material impairment charges in 2016, 2015 or 2014.

Accrued Insurance

The Company retains a significant portion of the risks associated with workers’ compensation, medical, automobile and general liability insurance. The Company estimates self-insurance liabilities using a number of factors, including historical claims experience, demographic factors, and other actuarial assumptions. The accrued liabilities associated with these programs are based on the Company’s estimate of the ultimate costs to settle known claims as well as claims incurred but not reported as of the balance sheet date. The Company periodically reviews the assumptions with a third party actuary to determine the adequacy of these self-insurance reserves.

Income Taxes

The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax authorities routinely review the Company’s tax returns. These audits can involve complex issues which may require an extended period of time to resolve. The Company makes adequate provisions for best estimates of exposures on previously filed tax returns. Deferred income taxes are recognized for the tax consequence of differences between financial statement carrying amounts and the tax basis of assets and liabilities by applying the currently enacted statutory tax rates in accordance with the accounting guidance for income taxes. The effect of a change in statutory tax rates is recognized in the period that includes the enactment date. Additionally, deferred tax assets are required to be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. The Company uses factors to assess the likelihood of realization of deferred tax assets such as the forecast of future taxable income and available tax planning strategies that could be implemented to realize the deferred tax assets.

In addition, the accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of the tax position taken or expected to be taken in a tax return. For any amount of benefit to be recognized, it must be determined that it is more-likely-than-not that a tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of benefit to be recognized is based on the Company’s assertion of the most likely outcome resulting from an examination, including resolution of any related appeals or litigation processes. Companies are required to reflect only those tax positions that are more-likely-than-not to be sustained. See also Note 12 — Income Taxes.

Research and Development

Research and development expenditures represent costs to discover and/or apply new knowledge in developing a new product, process, or in bringing about a significant improvement to an existing product or process. Research and development expenses are recorded as a component of Cost of goods sold. Expenses for research and development were approximately 2% of Cost of goods sold for each of the years 2016, 2015 or 2014.

HUBBELL INCORPORATED - Form 10-K	45

Retirement Benefits

The Company maintains various defined benefit pension plans for some of its U.S. and foreign employees. The accounting guidance for retirement benefits requires the Company to recognize the funded status of its defined benefit pension and postretirement plans as an asset or liability in the Consolidated Balance Sheet. Gains or losses, prior service costs or credits, and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of the year are recognized as components of Accumulated other comprehensive loss, net of tax, within Hubbell shareholders’ equity. The Company’s policy is to fund pension costs within the ranges prescribed by applicable regulations. In addition to providing defined benefit pension benefits, the Company provides health care and life insurance benefits for some of its active and retired employees. The Company’s policy is to fund these benefits through insurance premiums or as actual expenditures are made. See also Note 10 — Retirement Benefits.

Earnings Per Share

Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends. As a result, the earnings per share accounting guidance requires the Company to use the two-class method for calculating earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for common stock and participating securities. Basic earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares of common stock outstanding. Earnings per diluted share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding of common stock plus the incremental shares outstanding assuming the exercise of dilutive stock options, stock appreciation rights and performance shares. See also Note 17 — Earnings Per Share.

Stock-Based Compensation

The Company recognizes the grant-date fair value of all stock-based awards on a straight-line basis over their respective requisite service periods (generally equal to an award’s vesting period), except for certain restricted stock awards granted in 2013 with a performance condition, which are expensed using the graded vesting attribution method. A stock-based award is considered vested for expense attribution purposes when the retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The expense is recorded in Cost of goods sold and S&A expense in the Consolidated Statement of Income based on the recipients’ respective functions within the organization.

The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial

reporting purposes and the actual tax deduction reported in the Company’s tax return are recorded to Additional paid-in capital to the extent that previously recognized credits to paid-in capital are still available. See also Note 16 — Stock-Based Compensation.

Derivatives

In order to limit financial risk in the management of its assets, liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, interest rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability or proposed transaction. The Company does not speculate or use leverage when trading a derivative product. Market value gains or losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying asset or liability are recognized in income. See Note 13 — Fair Value Measurement for more information regarding our derivative instruments.

Recent Accounting Pronouncements

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. This update is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company does not believe the standard will have a material impact on its financial statements.

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. This guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The new standard must be adopted using a modified retrospective transition at the beginning of the earliest comparative period presented. The Company is currently assessing the impact of adopting this standard on its financial statements.

46	HUBBELL INCORPORATED - Form 10-K

In May 2014, the FASB issued an Accounting Standards Update (ASU 2014-09) related to new revenue recognition guidance that supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. According to the new guidance an entity will apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to 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 is effective for fiscal years beginning after December 15, 2017 with earlier application permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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.

NOTE 2 Business Acquisitions

In the first quarter of 2016, the Company acquired all of the outstanding shares of R.W. Lyall & Company, Inc. ("Lyall"), a leader in the design and application of components and assemblies for the natural gas distribution market. Lyall was purchased for $129.1 million, net of cash received, and has been added to the Electrical segment, resulting in the recognition of intangible assets of $68.9 million and goodwill of $48.7 million. The $68.9 million of intangible assets consists primarily of customer relationships and trade names and will be amortized over a weighted average period of approximately 21 years. All of the goodwill is expected to be deductible for tax purposes.

In the first quarter of 2016, the Company acquired all of the issued and outstanding shares of Electric Motion Company, Inc. and all of the membership interests in Elmot Realty Associates, LLC, Elmot Realty Associates II, LLC, and DelRi LLC, collectively referred to as "EMC". EMC is a leading manufacturer of grounding and connector products for the communications, power, and transportation industries and was purchased for $40.3 million, net of cash received, and has been added to the Power segment, resulting in the recognition of intangible assets of $16.9 million and goodwill of $18.1 million. The $16.9 million of intangible assets consists primarily of customer relationships and trade names and will be amortized over a weighted average period of approximately 19 years. None of the goodwill associated with the EMC acquisition is expected to be deductible for tax purposes.

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 $6.9 million of intangible assets consists primarily of customer relationships and trade names and will be amortized over a weighted average period of approximately 11 years. None of the goodwill associated with the Longbow acquisition is expected to be deductible for tax purposes.

All of these business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors built into the purchase price, including the future earnings and cash flow potential of the businesses as well as the complementary strategic fit and resulting synergies they bring to the Company’s existing operations. The purchase price allocation associated with Lyall and EMC is substantially complete as of December 31, 2016.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition related to all transactions (in millions):

Tangible assets acquired, net of cash received	$	62.3
Intangible assets	92.6
Goodwill	70.0
Net deferred taxes	(8.2		)
Liabilities assumed	(32.1		)
TOTAL CONSIDERATION, NET OF CASH RECEIVED	$	184.6

The Consolidated Financial Statements include the results of operations of the acquired businesses from their respective dates of acquisition. Net sales and earnings related to these acquisitions for the year ended December 31, 2016 were not significant to the consolidated results. Pro forma information related to these acquisitions has not been included because the impact to the Company’s consolidated results of operations was not material.

Cash used for the acquisition of businesses, net of cash acquired as reported in the Consolidated Statement of Cash Flows for the twelve months ended December 31, 2016 is $173.4 million.

HUBBELL INCORPORATED - Form 10-K	47

NOTE 3 Receivables and Allowances

Receivables consist of the following components at December 31, (in millions):

	2016			2015
Trade accounts receivable	$	565.5		$	491.5
Non-trade receivables	15.1			21.3
Accounts receivable, gross	580.6			512.8
Allowance for credit memos, returns and cash discounts	(45.9		)	(41.5		)
Allowance for doubtful accounts	(4.7		)	(4.7		)
Total allowances	(50.6		)	(46.2		)
ACCOUNTS RECEIVABLE, NET	$	530.0		$	466.6

NOTE 4 Inventories

Inventories are classified as follows at December 31, (in millions):

	2016			2015
Raw material	$	162.7		$	167.5
Work-in-process	102.8			99.6
Finished goods	327.9			342.6
	593.4			609.7
Excess of FIFO over LIFO cost basis	(61.0		)	(69.7		)
INVENTORIES, NET	$	532.4		$	540.0

48	HUBBELL INCORPORATED - Form 10-K

NOTE 5 Goodwill and Other Intangible Assets

Changes in the carrying amounts of goodwill for the years ended December 31, 2016 and 2015, by segment, were as follows (in millions):

	Segment
	Electrical			Power			Total
BALANCE AT DECEMBER 31, 2014	$	568.9		$	305.8		$	874.7
Current year acquisitions	43.3			12.0			55.3
Foreign currency translation and prior year acquisitions	(1.0		)	(0.5		)	(1.5		)
BALANCE AT DECEMBER 31, 2015	$	611.2		$	317.3		$	928.5
Current year acquisitions	49.4			20.6			70.0
Foreign currency translation and prior year acquisitions	(8.6		)	1.1			(7.5		)
BALANCE AT DECEMBER 31, 2016	$	652.0		$	339.0		$	991.0

In 2016, the Company completed multiple acquisitions. These acquisitions have been accounted for as business combinations and have resulted in the recognition of $70.0 million of goodwill. See also Note 2 — Business Acquisitions.

The Company has not recorded any material goodwill impairments since the initial adoption of the accounting guidance in 2002.

Identifiable intangible assets are recorded in Intangible assets, net in the Consolidated Balance Sheet. Identifiable intangible assets are comprised of the following (in millions):

	December 31, 2016							December 31, 2015
	Gross Amount			Accumulated Amortization				Gross Amount			Accumulated Amortization
Definite-lived:
Patents, tradenames and trademarks	$	143.7		$	(43.4	)		$	133.8		$	(38.0	)
Customer/agent relationships and other	405.9			(128.0		)		331.2			(108.3		)
TOTAL DEFINITE-LIVED INTANGIBLES	549.6			(171.4		)		465.0			(146.3		)
Indefinite-lived:
Tradenames and other	53.3			—				53.5			—
TOTAL INTANGIBLE ASSETS	$	602.9		$	(171.4	)		$	518.5		$	(146.3	)

Amortization expense associated with these definite-lived intangible assets was $32.3 million, $28.2 million and $23.8 million in 2016, 2015 and 2014, respectively. Amortization expense associated with these intangible assets is expected to be $32.4 million in 2017, $31.2 million in 2018, $29.5 million in 2019, $28.2 million in 2020 and $27.3 million in 2021.

HUBBELL INCORPORATED - Form 10-K	49

NOTE 6 Investments

At December 31, 2016 and December 31, 2015, the Company held investments classified as available-for-sale and investments classified as trading securities. Investments classified as available-for-sale consisted of municipal bonds with an amortized cost basis of $53.7 million and an investment in the redeemable preferred stock of a privately-held electrical utility substation security provider with an amortized cost basis of $5.0 million. The investment in redeemable preferred stock was classified in Level 3 of the fair value hierarchy and had a fair value of $3.8 million and $4.6 million at December 31, 2016 and 2015, respectively. Investments classified as trading securities were comprised primarily of debt and equity mutual funds and are stated at fair market value based on current quotes.

The following table sets forth selected data with respect to the Company’s investments at December 31, (in millions):

	2016																2015
	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value			Carrying Value				Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value			Carrying Value
Available-for-sale securities	$	58.6		$	0.3		$	(1.5	)	$	57.4		$	57.4			$	51.9		$	0.5		$	(0.4	)	$	52.0		$	52.0
Trading securities	7.1			3.1			—			10.2			10.2				7.3			2.4			—			9.7			9.7
TOTAL INVESTMENTS	$	65.7		$	3.4		$	(1.5	)	$	67.6		$	67.6			$	59.2		$	2.9		$	(0.4	)	$	61.7		$	61.7

Contractual maturities of our investments in available-for-sale securities at December 31, 2016 were as follows (in millions):

	Amortized Cost			Fair Value
Available-for-sale securities
Due within 1 year	$	11.2		$	11.2
After 1 year but within 5 years	36.4			35.4
After 5 years but within 10 years	9.2			9.0
Due after 10 years	1.8			1.8
TOTAL	$	58.6		$	57.4

At December 31, 2016, the total unrealized gain/(loss) recorded relating to available-for-sale securities, net of tax, was $(0.9) million and the corresponding amount at December 31, 2015 was immaterial. These net unrealized gains/(losses) are included in Accumulated other comprehensive loss, net of tax. Net unrealized gains relating to trading securities have been reflected in the results of operations. The Company uses the specific identification method when identifying the cost basis used to calculate the gain or loss on these securities. Gains and losses for both available-for-sale and trading securities were not material in 2016, 2015 and 2014.

NOTE 7 Property, Plant, and Equipment

Property, plant, and equipment, carried at cost, is summarized as follows at December 31, (in millions):

	2016			2015
Land	$	43.1		$	42.5
Buildings and improvements	268.7			259.4
Machinery, tools, and equipment	784.7			761.7
Construction-in-progress	36.9			37.5
Gross property, plant, and equipment	1,133.4			1,101.1
Less accumulated depreciation	(693.6		)	(681.4		)
NET PROPERTY, PLANT, AND EQUIPMENT	$	439.8		$	419.7

Depreciable lives on buildings range between 20-45 years. Depreciable lives on machinery, tools, and equipment range between 3-15 years. The Company recorded depreciation expense of $53.4 million, $51.2 million and $49.9 million for 2016, 2015 and 2014, respectively.

50	HUBBELL INCORPORATED - Form 10-K

NOTE 8 Other Accrued Liabilities

Other accrued liabilities consists of the following at December 31, (in millions):

	2016			2015
Customer program incentives	$	41.2		$	40.7
Accrued income taxes	8.4			2.1
Deferred revenue	11.8			15.0
Other	94.8			81.9
TOTAL	$	156.2		$	139.7

NOTE 9 Other Non-Current Liabilities

Other non-current liabilities consists of the following at December 31, (in millions):

	2016			2015
Pensions	$	208.3		$	150.7
Other post-employment benefits	24.0			24.3
Deferred tax liabilities	41.2			36.1
Other	68.2			49.6
TOTAL	$	341.7		$	260.7

HUBBELL INCORPORATED - Form 10-K	51

NOTE 10 Retirement Benefits

The Company has funded and unfunded non-contributory U.S. and foreign defined benefit pension plans. Benefits under these plans are generally provided based on either years of service and final average pay or a specified dollar amount per year of service. The U.S. defined benefit pension plan has been closed to new participants since 2004, while the Canadian and UK defined benefit pension plans have been closed to new entrants since 2006 and 2007, respectively. These U.S., Canadian and UK employees are eligible instead for defined contribution plans.

The Company also has a number of health care and life insurance benefit plans covering eligible employees who reached retirement age while working for the Company. These benefits have been discontinued for substantially all future retirees. The Company anticipates future cost-sharing charges for its discontinued plans that are consistent with past practices.The Company uses a December 31 measurement date for all of its plans.

In December 2016, the Company approved amendments to the domestic qualified defined benefit pension plan and non-qualified defined benefit plan, which will freeze service accruals for active participants effective February 28, 2017 and further will freeze compensation accruals effective December 31, 2020. The Company also froze all accruals in a second non-qualified defined benefit plan effective December 31, 2016.

As a result of these amendments, the Company has recognized a $34.1 million curtailment gain in Accumulated other comprehensive income as of December 31, 2016 and also recognized $0.2 million of pension expense in 2016 associated with previously unrecognized prior service costs. In addition, effective January 1, 2017, the amortization of actuarial gains and losses of these plans will be recognized over the remaining life expectancy of participants, as all participants are considered inactive as a result of the amendment.

In 2016, we also completed a transaction with a third-party insurer to settle approximately $40 million of projected benefit obligation of our domestic qualified defined benefit pension plans.

In 2015, we amended our domestic qualified defined benefit pension plans to offer a voluntary lump sum pension payout program to certain eligible terminated vested participants that would settle our obligation to those participants accepting the offer. As part of this voluntary lump sum program, in 2015 the Company made approximately $27.7 million of payments to participants, settling its pension obligation by approximately the same amount. There were no other amendments made in 2016 or 2015 to the defined benefit pension plans which had a significant impact on the total pension benefit obligation.

The Company's U.S. defined benefit pension plans were approximately 87% of the $917.4 million total pension benefit obligations at December 31, 2016.

52	HUBBELL INCORPORATED - Form 10-K

The following table sets forth the reconciliation of beginning and ending balances of the benefit obligations and the plan assets for the Company’s defined benefit pension and other benefit plans at December 31, (in millions):

	Pension Benefits							Other Benefits
	2016			2015				2016			2015
Change in benefit obligation
Benefit obligation at beginning of year	$	912.3		$	976.3			$	26.6		$	26.7
Service cost	12.9			17.7				—			0.1
Interest cost	41.9			40.5				1.2			1.0
Plan participants’ contributions	0.5			0.7				—			—
Amendments	(34.1		)	—				—			—
Actuarial loss (gain)	88.0			(46.6		)		0.2			0.5
Currency impact	(18.5		)	(6.7		)		—			—
Other	(0.5		)	(1.4		)		—			(0.1		)
Benefits paid	(85.1		)	(68.2		)		(1.8		)	(1.6		)
Benefit obligation at end of year	$	917.4		$	912.3			$	26.2		$	26.6
Change in plan assets
Fair value of plan assets at beginning of year	$	757.6		$	835.7			$	—		$	—
Actual return on plan assets	23.6			(31.8		)		—			—
Employer contributions	24.3			27.9				1.8			1.6
Plan participants’ contributions	0.5			0.7				—			—
Currency impact	(15.8		)	(6.7		)		—			—
Benefits paid	(85.1		)	(68.2		)		(1.8		)	(1.6		)
Fair value of plan assets at end of year	$	705.1		$	757.6			$	—		$	—
FUNDED STATUS	$	(212.3	)	$	(154.7	)		$	(26.2	)	$	(26.6	)
Amounts recognized in the consolidated balance sheet consist of:
Prepaid pensions (included in Other long-term assets)	$	1.7		$	1.4			$	—		$	—
Accrued benefit liability (short-term and long-term)	(214.0		)	(156.1		)		(26.2		)	(26.6		)
NET AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET	$	(212.3	)	$	(154.7	)		$	(26.2	)	$	(26.6	)
Amounts recognized in Accumulated other comprehensive loss (income) consist of:
Net actuarial loss	$	274.2		$	221.5			$	1.7		$	1.4
Prior service cost (credit)	0.4			0.6				(3.3		)	(4.2		)
NET AMOUNT RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS	$	274.6		$	222.1			$	(1.6	)	$	(2.8	)

The accumulated benefit obligation for all defined benefit pension plans was $876.2 million and $842.1 million at December 31, 2016 and 2015, respectively. Information with respect to plans with accumulated benefit obligations in excess of plan assets is as follows, (in millions):

	2016			2015
Projected benefit obligation	$	801.1		$	807.9
Accumulated benefit obligation	$	781.4		$	757.6
Fair value of plan assets	$	603.1		$	655.3

HUBBELL INCORPORATED - Form 10-K	53

The following table sets forth the components of pension and other benefit costs for the years ended December 31, (in millions):

	Pension Benefits										Other Benefits
	2016			2015			2014				2016			2015			2014
Components of net periodic benefit cost:
Service cost	$	12.9		$	17.7		$	15.1			$	—		$	0.1		$	0.1
Interest cost	41.9			40.5			40.9				1.2			1.0			1.1
Expected return on plan assets	(44.3		)	(53.2		)	(45.2		)		—			—			—
Amortization of prior service cost (credit)	0.1			0.2			0.2				(1.0		)	(1.0		)	(1.0		)
Amortization of actuarial losses (gains)	13.9			12.1			3.9				—			(0.1		)	(0.1		)
Other	—			—			—				—			—			(2.2		)
Curtailment and settlement losses	0.2			—			—				—			—			—
Net periodic benefit cost (credit)	$	24.7		$	17.3		$	14.9			$	0.2		$	—		$	(2.1	)
Changes recognized in other comprehensive loss (income), before tax:
Current year net actuarial loss	$	72.0		$	37.0		$	93.1			$	0.2		$	0.5		$	1.5
Current year prior service credit	—			—			—				—			—			—
Amortization of prior service (cost) credit	(0.1		)	(0.2		)	(0.2		)		1.0			1.0			1.0
Amortization of net actuarial (losses) gains	(13.9		)	(12.1		)	(3.9		)		—			0.1			0.1
Currency impact	(4.0		)	(0.1		)	—				—			—			—
Other adjustments	(0.2		)	—			—				—			—			—
Total recognized in other comprehensive loss	53.8			24.6			89.0				1.2			1.6			2.6
TOTAL RECOGNIZED IN NET PERIODIC PENSION COST AND OTHER COMPREHENSIVE LOSS	$	78.5		$	41.9		$	103.9			$	1.4		$	1.6		$	0.5
Amortization expected to be recognized through income during 2017
Amortization of prior service cost (credit)	$	0.1									$	(1.0	)
Amortization of net loss	11.0										—
TOTAL EXPECTED TO BE RECOGNIZED THROUGH INCOME DURING NEXT FISCAL YEAR	$	11.1									$	(1.0	)

The Company also maintains six defined contribution pension plans. The total cost of these plans was $15.6 million in 2016, $13.3 million in 2015 and $12.9 million in 2014, excluding the employer match for the 401(k) plan. This cost is not included in the above net periodic benefit cost for the defined benefit pension plans.

The Company participated in two multi-employer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union represented employees at December 31, 2016 and 2015, respectively. The Company’s total contributions to these plans were $0.5 million in 2016, and $0.8 million in 2015 and 2014. These contributions represent more than five percent of the total contributions made to one of these plans in 2016 and 2015 and two of these plans in 2014. As of December 31, 2016 one of the two multi-employer defined benefit pension plans in which the Company participates is considered to be less than 65 percent funded.

The risks of participating in these multi-employer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer

stops contributing to the plan, the unfunded obligations of the plan may have to be assumed by the remaining participant employers. If we choose to stop participating in these multi-employer plans we may be required to pay those plans a withdrawal liability based on the unfunded status of the plan.

In the fourth quarter of 2016, the Company recorded a charge of $12.5 million in Cost of goods sold based on an assessment it is probable the Company will withdraw from one of the plans in 2017. Although the Company has received no indication that its expectations regarding its estimated withdrawal liability is not accurate, depending on actions of third parties, including bankruptcy or withdrawals from the multi-employer plan, under terms customary to multi-employer plans, it is possible that the Company could in the future be subject to certain additional liabilities associated with its participation and withdraw from the multi-employer pension plan, which the Company estimates could be up to an additional $28 million.

54	HUBBELL INCORPORATED - Form 10-K

Assumptions

The following assumptions were used to determine the projected benefit obligations at the measurement date and the net periodic benefit cost for the year:

	Pension Benefits							Other Benefits
	2016		2015		2014			2016		2015		2014
Weighted-average assumptions used to determine benefit obligations at December 31,
Discount rate	4.12	%	4.71	%	4.23	%		4.10	%	4.60	%	4.10	%
Rate of compensation increase	3.55	%	3.59	%	3.15	%		3.93	%	3.92	%	3.60	%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
Discount rate	4.71	%	4.23	%	5.04	%		4.60	%	4.10	%	4.60	%
Expected return on plan assets	6.04	%	6.36	%	6.06	%		N/A		N/A		N/A
Rate of compensation increase	3.59	%	3.15	%	3.18	%		3.92	%	3.60	%	3.58	%

At the end of each year, the Company determines the appropriate expected return on assets for each plan based upon its strategic asset allocation (see discussion below). In making this determination, the Company utilizes expected returns for each asset class based upon current market conditions and expected risk premiums for each asset class.

The Company also determines the discount rate to be used to calculate the present value of pension plan liabilities at the end of each year. The discount rate for the Company’s U.S. and Canadian pension plans is determined by matching the expected cash flows associated with its benefit obligations to a yield curve based on high quality, fixed income debt instruments with maturities that closely match the expected funding period of its pension liabilities. This yield curve is derived using a bond matching approach which incorporates a selection of bonds that align with the Company’s projected benefit obligations. As of December 31, 2016, the Company used a discount rate of 4.3% for its U.S. pension plans compared to a discount rate of 4.8% used in 2015. For its Canadian pension plan, the Company used a discount rate of 3.85% as of December 31, 2016 compared to the 3.90% discount rate used in 2015.

For its UK pension plan the discount rate was derived using a yield curve fitted to the yields on AA bonds in the Barclays Capital Sterling Aggregate Corporate Index and uses sample plan cash

flow data as a proxy to plan specific liability cash flows. The derived discount rate is the single discount rate equivalent to discounting these liability cash flows at the term-dependent spot rate of AA corporate bonds. This methodology resulted in a December 31, 2016 discount rate for the UK pension plan of 2.7% as compared to a discount rate of 4.0% used in 2015.

In 2014 we changed the mortality table used to calculate the present value of our pension plan liabilities from the RP-2000 mortality table to the RP-2000 mortality table with generational projection using Scale BB-2D. That change resulted in an approximately $40 million increase in the projected benefit obligation of our U.S. defined benefit pension plans upon remeasurement at December 31, 2014. The same mortality assumption was used to calculate the present value of pension plan liabilities as of December 31, 2015 and 2016. The RP-2000 mortality table with generational projection using Scale BB-2D was chosen as the best estimate based on the observed and anticipated experience of the plans after considering alternative tables, including RP-2014 and generational projection using Scale MP-2016.

The rate of compensation increase assumption reflects the Company’s actual experience and best estimate of future

increases.

The assumed health care cost trend rates used to determine the projected postretirement benefit obligation are as follows:

	Other Benefits
	2016		2015		2014
Assumed health care cost trend rates at December 31,
Health care cost trend assumed for next year	7.2	%	7.4	%	7.6	%
Rate to which the cost trend is assumed to decline	5.0	%	5.0	%	5.0	%
Year that the rate reaches the ultimate trend rate	2028		2028		2028

HUBBELL INCORPORATED - Form 10-K	55

Assumed health care cost trend rates have an effect on the amounts reported for the postretirement benefit plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects (in millions):

	One Percentage Point Increase			One Percentage Point Decrease
Effect on total of service and interest cost	$	0.1		$	(0.1	)
Effect on postretirement benefit obligation	$	1.7		$	(1.5	)

Plan Assets

The Company’s combined targeted 2015 weighted average asset allocation for domestic and foreign pension plans and the actual weighted average asset allocation for domestic and foreign pension plans at December 31, 2016 and 2015 by asset category are as follows:

	Percentage of Plan Assets
	Target		Actual
Asset Category	2017		2016		2015
Equity securities	19	%	16	%	25	%
Debt securities & Cash	64	%	65	%	52	%
Alternative Investments	17	%	19	%	23	%
TOTAL	100	%	100	%	100	%

At the end of each year, the Company estimates the expected long-term rate of return on pension plan assets based on the strategic asset allocation for its plans. In making this determination, the Company utilizes expected rates of return for each asset class based upon current market conditions and expected risk premiums for each asset class. The Company has written investment policies and asset allocation guidelines for its domestic and foreign pension plans. In establishing these policies, the Company has considered that its various pension plans are a major retirement vehicle for most plan participants and has acted to discharge its fiduciary responsibilities with regard to the plans solely in the interest of such participants and their beneficiaries. The goal underlying the establishment of the investment policies is to provide that pension assets shall be invested in a prudent manner and so that, together with the expected contributions to the plans, the funds will be sufficient to meet the obligations of the plans as they become due. To achieve this result, the Company conducts a periodic strategic asset allocation study to form a basis for the allocation of pension assets between various asset categories. Specific policy benchmark percentages are assigned to each asset category

with minimum and maximum ranges established for each. The assets are then tactically managed within these ranges. Equity securities include investments in large-cap, mid-cap and small-cap companies located inside and outside the United States. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities and US Treasuries. Derivative investments include futures contracts used by the plan to adjust the level of its investments within an asset allocation category. The actual and target percentages reported in the preceding table reflect the economic exposure to each asset category, including the impact of derivative positions. All futures contracts are 100% supported by cash or cash equivalent investments. At no time may derivatives be utilized to leverage the asset portfolio. Equity securities include Company common stock in the amounts of $40.0 million (6.6% of total domestic plan assets) and $34.7 million (5.3% of total domestic plan assets) at December 31, 2016 and 2015, respectively.

The Company’s other post-employment benefits are unfunded;

therefore, no asset information is reported.

56	HUBBELL INCORPORATED - Form 10-K

The fair value of the Company’s pension plan assets at December 31, 2016 and 2015, by asset category are as follows (in millions):

				Quoted Prices in Active Markets for Identical Assets			Quoted Prices in Active Market for Similar Asset			Significant Unobservable Inputs			Investments Priced Using Net Asset Value
Asset Category	Total			(Level 1)			(Level 2)			(Level 3)
Cash and cash equivalents	$	48.3		$	48.3		$	—		$	—		$	—
Equity securities:
US Large-cap (a)	29.5			29.5			—			—			—
US Mid-cap and Small-cap Growth (b)	42.6			42.6			—			—			—
International Large-cap	27.6			27.6			—			—			—
Emerging Markets (c)	5.9			5.9			—			—			—
Fixed Income Securities:
US Treasuries	334.5			—			334.5			—			—
Corporate Bonds (d)	21.0			0.3			20.6			0.1			—
Asset Backed Securities and Other	45.0			—			45.0			—			—
Derivatives:
Assets (e)	2.1			0.5			1.6			—			—
(Liabilities) (e)	(1.1		)	(0.5		)	(0.6		)	—			—
Alternative Investment Funds (f)	133.5			47.0			—			—			86.5
Common Pooled Fund (g)	16.2			0.8			15.4			—			—
BALANCE AT DECEMBER 31, 2016	$	705.1		$	202.0		$	416.5		$	0.1		$	86.5

				Quoted Prices in Active Markets for Identical Assets			Quoted Prices in Active Market for Similar Asset			Significant Unobservable Inputs			Investments Priced Using Net Asset Value
Asset Category	Total			(Level 1)			(Level 2)			(Level 3)
Cash and cash equivalents	$	62.0		$	62.0		$	—		$	—		$	—
Equity securities:
US Large-cap (a)	29.0			29.0			—			—			—
US Mid-cap and Small-cap Growth (b)	38.2			38.2			—			—			—
International Large-cap	28.7			28.7			—			—			—
Emerging Markets (c)	11.8			11.8			—			—			—
Fixed Income Securities:
US Treasuries	186.4			—			186.4			—			—
Corporate Bonds (d)	99.6			0.3			98.9			0.4			—
Asset Backed Securities and Other	126.6			—			126.6			—			—
Derivatives:
Assets (e)	2.5			1.6			0.9			—			—
(Liabilities) (e)	(0.7		)	(0.7		)	—			—			—
Alternative Investment Funds (f)	158.3			65.9			—			—			92.4
Common Pooled Funds (g)	15.2			0.8			14.4			—			—
BALANCE AT DECEMBER 31, 2015	$	757.6		$	237.6		$	427.2		$	0.4		$	92.4

(a)	Includes an actively managed portfolio of large-cap US stocks.

(b)	Includes $40.0 million and $34.7 million of the Company’s common stock at December 31, 2016 and 2015, respectively, and an investment in a small cap open ended mutual fund.

(c)	Includes open ended emerging markets mutual funds.

(d)	Includes primarily investment grade bonds of primarily U.S. issuers from diverse industries.

(e)	Includes primarily U.S. and foreign equity futures as well as foreign fixed income futures and short positions in U.S. Treasury futures to adjust the duration of the portfolio.

(f)	Includes investments in hedge funds, including fund of funds products and open end mutual funds

(g)	Investments in Common Pooled Funds, consisting of equities and fixed income securities.

HUBBELL INCORPORATED - Form 10-K	57

Investments Priced Using Net Asset Value ("NAV") within Alternative Investment Funds in the preceding tables consist of fund of fund products. These products invest in a number of investment funds managed by a diversified group of third-party investment managers who employ a variety of alternative

investment strategies, including relative value, security selection, distressed value, global macro, specialized credit and directional strategies. The objective of these funds is to achieve the desired capital appreciation with lower volatility than either

traditional equity or fixed income securities.

Contributions

Although not required under the Pension Protection Act of 2006, the Company made approximately $16 million of voluntary contributions to its qualified defined benefit pension plans in December 2016. The Company expects to contribute approximately $1.7 million to its foreign plans in 2017.

Estimated Future Benefit Payments

The following domestic and foreign benefit payments, which reflect future service, as appropriate, are expected to be paid as follows, (in millions):

	Pension Benefits			Other Benefits
2017	$	41.3		$	2.3
2018	$	43.9		$	2.2
2019	$	44.0		$	2.2
2020	$	45.4		$	2.1
2021	$	47.2		$	2.1
2022-2026	$	265.7		$	8.9

58	HUBBELL INCORPORATED - Form 10-K

NOTE 11 Debt

The following table sets forth the Company’s long-term debt at December 31, (in millions):

	Maturity	2016			2015
Senior notes at 5.95%, net of unamortized discount and unamortized debt issuance costs	2018	$	299.3		$	298.8
Senior notes at 3.625%, net of unamortized discount and unamortized debt issuance costs	2022	297.5			297.1
Senior notes at 3.35%, net of unamortized discount and unamortized debt issuance costs	2026	393.7			—
TOTAL LONG-TERM DEBT		$	990.5		$	595.9

In March 2016, the Company completed a public debt offering of $400 million of long-term unsecured, unsubordinated notes maturing in March 2026 and bearing interest at a fixed rate of 3.35% (the "2026 Notes"). Net proceeds from the issuance were $393.4 million after deducting the discount on the notes and offering expenses paid by the Company.

In November 2010, the Company completed a public debt offering for $300 million of long-term unsecured, unsubordinated notes maturing in November 2022 (“2022 Notes”) and bearing interest at a fixed rate of 3.625%. Prior to the issuance of the 2022 Notes, the Company entered into a forward interest rate lock which resulted in a $1.6 million loss. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized over the life of the 2022 Notes.

In May 2008, the Company completed a public offering for $300 million of long-term senior unsecured, unsubordinated notes maturing in May 2018 (the “2018 Notes”). The 2018 Notes bear interest at a fixed rate of 5.95%. Prior to the issuance of the 2018 Notes, the Company entered into a forward interest rate lock which resulted in a $1.2 million gain. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized over the life of the notes.

The 2018 Notes, 2022 Notes and 2026 Notes are all fixed rate indebtedness, are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default (including as a result of the Company's failure to meet certain non-financial covenants) under the indenture governing the notes, as modified by the supplemental indentures creating such notes, or upon a change in control event as defined in such indenture. The Company was in compliance with all non-financial covenants as of December 31, 2016.

At December 31, 2016 and 2015, the Company had $3.2 million and $48.2 million, respectively, of short-term debt outstanding.

There were no commercial paper borrowings outstanding at December 31, 2016. Short-term debt at December 31, 2015 includes $48.0 million of commercial paper borrowings to partially fund the Class A Cash Consideration paid on December 23, 2015 in connection with the Reclassification. Refer to Note 15 — Capital Stock, for more information about the Reclassification.

Short-term debt at December 31, 2016 and 2015 also includes $3.2 million and $0.2 million, respectively of other borrowings to support our international operations in China and Brazil.

Other information related to short-term debt at December 31, is summarized below:

	2016		2015
Interest rate on short-term debt:
At year end(a)	6.89	%	0.47	%
Paid during the year (weighted average)	0.72	%	4.54	%

(a)	The interest rate at December 31, 2016 reflects short term borrowings which are predominately related to our operations in China and Brazil and reflect market interest rates in those regions.

On December 16, 2015 the Company entered into a five-year revolving credit agreement (the "Credit Agreement") with a syndicate of lenders that provides a $750 million committed revolving credit facility. The revolving credit facility serves as a backup to the Company's commercial paper program. Commitments under the Credit Agreement may be increased to an aggregate amount not the exceed $1.250 billion. The interest rate applicable to borrowing under the Credit Agreement is generally either the adjusted LIBOR plus an applicable margin (determined by reference to a ratings based grid) or the alternative base rate. The single financial covenant in the Credit Agreement, which the Company is in compliance with, requires that total debt not exceed 55% of total capitalization as of the last day of each fiscal quarter of the Company. Annual commitment fees to support availability under the credit facility are not material. As of December 31, 2016 the revolving credit facility has not been drawn against.

The Company also maintains other lines of credit that are primarily used to support the issuance of letters of credit. Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions. At December 31, 2016 and 2015 these lines totaled $51.4 million and $54.6 million, respectively, of which $21.0 million and $22.5 million was utilized to support letters of credit and the remaining amount was unused. The annual commitment fees associated with these lines of credit are not material.

Interest and fees paid related to total indebtedness was $37.1 million, $29.5 million and $29.4 million in 2016, 2015 and 2014, respectively.

HUBBELL INCORPORATED - Form 10-K	59

NOTE 12 Income Taxes

The following table sets forth selected data with respect to the Company’s income tax provisions for the years ended December 31, (in millions):

	2016			2015			2014
Income before income taxes:
United States	$	349.5		$	347.2		$	385.6
International	80.9			71.4			99.9
TOTAL INCOME BEFORE INCOME TAXES	$	430.4		$	418.6		$	485.5
Provision for income taxes — current:
Federal	$	85.5		$	110.4		$	90.1
State	17.4			13.7			15.4
International	17.0			17.6			22.5
Total provision-current	119.9			141.7			128.0
Provision for income taxes — deferred:
Federal	13.5			(1.7		)	24.4
State	1.3			0.4			2.7
International	(2.1		)	(3.9		)	3.2
Total provision — deferred	12.7			(5.2		)	30.3
TOTAL PROVISION FOR INCOME TAXES	$	132.6		$	136.5		$	158.3

Deferred tax assets and liabilities result from differences in the basis of assets and liabilities for tax and financial statement purposes. The components of the deferred tax assets/(liabilities) at December 31, were as follows (in millions):

	2016			2015
Deferred tax assets:
Inventories	$	8.8		$	6.8
Income tax credits	30.9			31.9
Accrued liabilities	20.8			25.0
Pension	77.6			58.2
Post retirement and post employment benefits	10.0			10.4
Stock-based compensation	17.5			12.6
Net operating loss carryforwards	27.2			31.0
Miscellaneous other	7.5			7.0
Gross deferred tax assets	200.3			182.9
Valuation allowance	(22.6		)	(22.0		)
Total deferred tax assets, net of valuation allowance	177.7			160.9
Deferred tax liabilities:
Acquisition basis difference	(162.1		)	(149.2		)
Property, plant, and equipment	(46.3		)	(41.6		)
Total deferred tax liabilities	(208.4		)	(190.8		)
TOTAL NET DEFERRED TAX LIABILITY	$	(30.7	)	$	(29.9	)
Deferred taxes are reflected in the Consolidated Balance Sheet as follows:
Non-current tax assets (included in Other long-term assets)	10.5			6.2
Non-current tax liabilities (included in Other Non-Current Liabilities)	(41.2		)	(36.1		)
TOTAL NET DEFERRED TAX LIABILITY	$	(30.7	)	$	(29.9	)

As of December 31, 2016, the Company had a total of $30.9 million of Federal, State (net of Federal benefit) and foreign tax credit carryforwards, available to offset future income taxes. As of December 31, 2016, $11.7 million of the tax credits may be carried forward indefinitely while the remaining $19.2 million will begin to expire at various times in 2017 through 2037. As of

December 31, 2016, the Company had recorded tax benefits totaling $27.2 million for Federal, State and foreign net operating loss carryforwards (“NOLs”). As of December 31, 2016, $8.6 million of NOLs may be carried forward indefinitely while the remaining $18.6 million will begin to expire at various times in 2021 through 2030. The tax benefit related to a portion of these

60	HUBBELL INCORPORATED - Form 10-K

NOLs has been adjusted to reflect an “ownership change” pursuant to Internal Revenue Code Section 382, which imposes an annual limitation on the utilization of pre-acquisition operating losses. The Company has recorded a net valuation allowance of $22.6 million for the portion of the foreign tax and state tax credit carryforwards and foreign NOLs that the Company anticipates will expire prior to utilization.

At December 31, 2016, income and withholding taxes have not been provided on approximately $890 million of undistributed international earnings that are permanently reinvested in international operations. If such earnings were not indefinitely reinvested, a tax liability of approximately $200 million would be recognized.

Cash payments of income taxes were $117.4 million, $139.1 million and $125.4 million in 2016, 2015, and 2014, respectively.

The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax

authorities routinely audit the Company’s tax returns. These audits can involve complex issues which may require an extended period of time to resolve. During 2015 the IRS commenced an examination of the Company’s 2013 and 2014 Federal income tax returns. The Company expects this examination to be completed within the next 12 months. With few exceptions, the Company is no longer subject to state, local, or non-U.S. income tax examinations by tax authorities for years prior to 2009.

The following tax years, by major jurisdiction, are still subject to examination by taxing authorities:

Jurisdiction	Open Years
United States	2013-2016
UK	2015-2016
Puerto Rico	2012-2016
Canada	2012-2016

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	2016			2015			2014
Unrecognized tax benefits at beginning of year	$	20.3		$	21.6		$	14.8
Additions based on tax positions relating to the current year	2.8			2.9			2.9
Reductions based on expiration of statute of limitations	(5.7		)	(2.8		)	(1.2		)
Additions to tax positions relating to previous years	2.9			0.4			9.5
Settlements	(0.1		)	(1.8		)	(4.4		)
TOTAL UNRECOGNIZED TAX BENEFITS	$	20.2		$	20.3		$	21.6

Included in the balance at December 31, 2016 are $16.0 million of tax positions which, if in the future are determined to be recognizable, would affect the annual effective income tax rate. Additionally, there are $1.2 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the applicable taxing authority to an earlier period. It is reasonably possible that in the next twelve months, because of changes in facts and circumstances, the unrecognized tax benefits may increase or decrease.

The Company estimates a possible decrease of $3.0 to $5.0 million within the next twelve months due to the expiration of the statute of limitations and the completion of certain tax audits on various unrecognized tax positions.

The Company’s policy is to record interest and penalties associated with the underpayment of income taxes within Provision for income taxes in the Consolidated Statement of Income. The Company recognized expense, before federal tax impact, related to interest and penalties of approximately $0.7 million in 2016, $1.2 million in 2015 and $1.7 million 2014. The Company had $4.8 million and $4.1 million accrued for the payment of interest and penalties as of December 31, 2016 and December 31, 2015, respectively.

HUBBELL INCORPORATED - Form 10-K	61

The consolidated effective income tax rate varied from the United States federal statutory income tax rate for the years ended December 31, as follows:

	2016		2015		2014
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal benefit	2.4		2.3		2.0
Foreign income taxes	(3.4	)	(3.9	)	(2.1	)
Other, net	(3.2	)	(0.8	)	(2.3	)
CONSOLIDATED EFFECTIVE INCOME TAX RATE	30.8	%	32.6	%	32.6	%

The foreign income tax benefit shown is primarily due to lower statutory rates in foreign jurisdictions compared to the Federal statutory rate.

NOTE 13 Financial Instruments and Fair Value Measurement

Financial Instruments

Concentrations of Credit Risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist of trade receivables, cash equivalents and investments. The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product lines, the Company has an extensive customer base including electrical distributors and wholesalers, electric utilities, equipment manufacturers, electrical contractors, telecommunication companies and retail and hardware outlets. No single customer accounted for more than 10% of total sales in any year during the three years ended December 31, 2016. However, the Company’s top ten customers account for

approximately one-third of its net sales. As part of its ongoing procedures, the Company monitors the credit worthiness of its customers. Bad debt write-offs have historically been minimal. The Company places its cash and cash equivalents with financial institutions and limits the amount of exposure in any one institution.

Fair Value: The carrying amounts reported in the Consolidated Balance Sheet for cash and cash equivalents, short-term investments, receivables, bank borrowings, accounts payable and accruals approximate their fair values given the immediate or short-term nature of these items. See also Note 6 — Investments.

Fair value measurements

At December 31, 2016 and 2015 the Company had $67.6 million and $61.7 million respectively, of investments carried on the balance sheet at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. Refer to Note 6 — Investments for more information about these investments.

The three broad levels of the fair value hierarchy are as follows:

Level 1 -	Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 -	Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly

Level 3 -	Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions

62	HUBBELL INCORPORATED - Form 10-K

The following tables show, by level within the fair value hierarchy, the Company’s financial assets and liabilities that are accounted for at fair value on a recurring basis at December 31, 2016 and 2015 (in millions):

Asset (Liability)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Quoted Prices in Active Markets for Similar Assets (Level 2)			Unobservable inputs for which little or no market data exists (Level 3)			Total
Money market funds (a)	$	263.5		$	—		$	—		$	263.5
Available for sale investments	—			53.6			3.8			57.4
Trading securities	10.2			—			—			10.2
Deferred compensation plan liabilities	(10.2		)	—			—			(10.2		)
Derivatives:
Forward exchange contracts-Assets (b)	—			0.8			—			0.8
Forward exchange contracts-(Liabilities) (c)	—			(0.1		)	—			(0.1		)
BALANCE AT DECEMBER 31, 2016	$	263.5		$	54.3		$	3.8		$	321.6

Asset (Liability)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Quoted Prices in Active Markets for Similar Assets (Level 2)			Unobservable inputs for which little or no market data exists (Level 3)			Total
Money market funds (a)	$	210.9		$	—		$	—		$	210.9
Available-for-sale investments	—			47.4			4.6			52.0
Trading securities	9.7			—			—			9.7
Deferred compensation plan liabilities	(9.7		)	—			—			(9.7		)
Derivatives:
Forward exchange contracts-Assets (b)	—			2.5			—			2.5
Forward exchange contracts-(Liabilities) (c)	—			(0.1		)	—			(0.1		)
BALANCE AT DECEMBER 31, 2015	$	210.9		$	49.8		$	4.6		$	265.3

(a)	Money market funds are included in Cash and cash equivalents in the Consolidated Balance Sheet.

(b)	Forward exchange contracts-Assets are reflected in Other current assets in the Consolidated Balance Sheet.

(c)	Forward exchange contracts-(Liabilities) are reflected in Other accrued liabilities in the Consolidated Balance Sheet.

The methods and assumptions used to estimate the Level 2 fair values were as follows:

Forward exchange contracts – The fair value of forward exchange contracts were based on quoted forward foreign exchange prices at the reporting date.

Municipal bonds – The fair value of available-for-sale investments in municipal bonds is based on observable market-based inputs, other than quoted prices in active markets for identical assets.

Available-for-sale redeemable preferred stock classified in Level 3 – The fair value of the available-for-sale investment in redeemable preferred stock is valued based on a discounted cash flow model, using significant unobservable inputs, including assumptions regarding expected cash flows and discount rates.

During 2016 and 2015, there were no transfers of financial assets or liabilities in or out of Level 1 or Level 2 of the fair value hierarchy. As of December 31, 2016 and 2015, the Company had one financial asset that was classified in Level 3 of the fair value hierarchy.

Deferred compensation plan

The Company offers certain employees the opportunity to participate in non-qualified deferred compensation plans. A participant’s deferrals are invested in a variety of participant-directed debt and equity mutual funds that are classified as trading securities. During 2016 and 2015, the Company purchased $1.4 million and $1.0 million, respectively, of trading securities related to these deferred compensation plans. As a result of participant distributions, the Company sold $1.6 million and $0.3 million of these trading securities in 2016 and 2015 respectively. The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of the underlying deferred compensation plan obligation.

Derivatives

In order to limit financial risk in the management of its assets, liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability or proposed transaction. Market value gains or losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying asset or liability are recognized in income.

HUBBELL INCORPORATED - Form 10-K	63

Forward exchange contracts

In 2016 and 2015, the Company entered into a series of forward exchange contracts to purchase U.S. dollars in order to hedge its exposure to fluctuating rates of exchange on anticipated inventory purchases and forecasted sales by its subsidiaries who transact business in Canadian dollars. As of December 31, 2016, the Company had 51 individual forward exchange contracts for notional amounts which range from $0.4 million to $1.2 million each, which have various expiration dates through December 2017. These contracts have been designated as cash flow hedges in accordance with the accounting guidance for derivatives.

The following table summarizes the results of cash flow hedging relationships for years ended December 31, (in millions):

	Derivative Gain/(Loss) Recognized in Accumulated Other Comprehensive Loss, net of tax						Location of Gain/(Loss) when reclassified	Gain/(Loss) Reclassified into Earnings (Effective Portion)
Derivative Instrument	2016			2015			(Effective Portion)	2016			2015
Forward exchange contract	$	(1.4	)	$	1.7		Net sales	$	(0.3	)	$	—
							Cost of goods sold	$	0.3		$	0.3

There was no material hedge ineffectiveness with respect to the forward exchange cash flow hedges during 2016, 2015 and 2014.

Long-term Debt

The total carrying value of long-term debt as of December 31, 2016 and 2015 was $990.5 million and $595.9 million, respectively, net of unamortized discount and debt issuance costs. As of December 31, 2016 and 2015, the estimated fair value of the long-term debt was $1,017.8 million and $630.5 million, respectively, based on quoted market prices. The Company’s long-term debt falls within level 2 of the fair value hierarchy.

NOTE 14 Commitments and Contingencies

Legal and Environmental

The Company is subject to various legal proceedings arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s products, intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified limits for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency that in management’s judgment is probable of occurrence and can be reasonably estimated. 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 consideration of outside legal counsel and, if applicable, other experts.

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 "Reclassification"). 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 (collectively, "Defendants"). 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 Directors' 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 February 1, 2016, the plaintiff filed an amended direct and derivative complaint. The amended complaint contained allegations and claims for relief that were generally similar to the plaintiff’s previous complaint, but also asserted that the plaintiff had the right to sue derivatively on behalf of the Company to recoup damages supposedly sustained by the Company in connection with the Reclassification and included derivative claims. Thereafter, the plaintiff and Defendants engaged in arm's-length settlement discussions. On June 21, 2016, the plaintiff and Defendants entered into a Stipulation of

64	HUBBELL INCORPORATED - Form 10-K

Settlement (the "Stipulation"), which provided for the complete settlement, release and dismissal of all claims alleged.

Under the Stipulation, among other things, (a) for a period of 150 days from and after the date upon which the settlement became final, Bessemer has agreed it will refrain from engaging in any sales of the Company's common stock unless it determines, in its sole discretion, that the failure to sell the Company's common stock will constitute a breach of its fiduciary duties to the Trusts and their beneficiaries and (b) for a period of 365 days from and after the date upon which the Stipulation was executed, the Company has agreed that it will refrain from knowingly repurchasing any shares of common stock of the Company from Bessemer in a block trade, in a privately negotiated transaction between the Company and Bessemer or through a stock repurchase program similar in structure to the Company's previous stock repurchase program authorized by the Company's Board of Directors. On November 22, 2016, following a hearing, the Court approved the settlement and dismissed the action without prejudice. The settlement became final on December 23, 2016.

The Company is subject to environmental laws and regulations which may require that it investigate and remediate the effects of potential contamination associated with past and present operations as well as those acquired through business combinations. Environmental liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The Company continues to monitor these environmental matters and revalues its liabilities as necessary. Total environmental liabilities were $5.2 million and $14.2 million as of December 31, 2016 and 2015, respectively.

The Company accounts for conditional asset retirement and environmental obligations in accordance with the applicable accounting guidance. The accounting guidance defines “conditional asset retirement obligation” as a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Asset retirement obligations were not material as of December 31, 2016 and 2015.

Leases

Total rental expense under operating leases was in $28.8 million 2016, $25.7 million in 2015 and $24.7 million in 2014. The minimum annual rentals on non-cancelable, long-term, operating leases in effect at December 31, 2016 are expected to approximate $18.7 million in 2017, $16.7 million in 2018, $13.0 million in 2019, $9.3 million in 2020, $7.0 million in 2021 and $23.1 million thereafter. The Company’s leases primarily consist of operating leases for buildings or equipment. The terms for building leases typically range from month-to-month to up to 12 years, with various renewal periods depending on the terms.

HUBBELL INCORPORATED - Form 10-K	65

NOTE 15 Capital Stock

Activity in the Company’s common shares outstanding is set forth below for the three years ended December 31, 2016 (in thousands):

	Common Stock
	Class A		Class B		Common Stock
OUTSTANDING AT DECEMBER 31, 2013	7,167		52,005		—
Exercise of stock options/stock appreciation rights	—		155		—
Director compensation arrangements, net	—		13		—
Restricted/performance shares activity, net of forfeitures	—		136		—
Acquisition/surrender of shares	—		(980	)	—
OUTSTANDING AT DECEMBER 31, 2014	7,167		51,329		—
Exercise of stock appreciation rights	—		29		—
Director compensation arrangements, net	—		17		—
Restricted/performance shares activity, net of forfeitures	—		122		—
Acquisition/surrender of shares	—		(708	)	(119	)
Share reclassification	(7,167	)	(50,789	)	57,956
OUTSTANDING AT DECEMBER 31, 2015	—		—		57,837
Exercise of stock appreciation rights	—		—		78
Director compensation arrangements, net	—		—		6
Restricted/performance shares activity, net of forfeitures	—		—		98
Acquisition/surrender of shares	—		—		(2,487	)
OUTSTANDING AT DECEMBER 31, 2016	—		—		55,532

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 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 NYSE on December 24, 2015, under the ticker “HUBB.”

Prior to the Reclassification, shares of Class A common stock had twenty votes per share, while shares of Class B common shares had one vote per share. Following the Reclassification, shares of the Company's Common Stock have one vote per share.

The Company 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 was reclassified to Common Stock par value. Paid-in capital of the Class A Common Stock was zero at the time of the Reclassification and, therefore, the full amount of the Class A Cash Consideration paid in the Reclassification was applied as a reduction to Retained earnings for the fiscal year ended December 31, 2015.

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 and Retained earnings to the extent required. Shares may be repurchased through the Company’s stock repurchase program, acquired by the Company from employees under the Hubbell Incorporated Stock Option Plan for Key Employees (the “Option Plan”) or surrendered to the Company by employees in settlement of their minimum tax liability on vesting of restricted shares and performance shares

66	HUBBELL INCORPORATED - Form 10-K

under the Hubbell Incorporated 2005 Incentive Award Plan as amended and restated, (the “Award Plan”).

In connection with the completion of the Reclassification, the Company entered into a Second Amended and Restated Rights Agreement, dated December 23, 2015 (the "Rights Agreement"), between the Company and Computershare Inc. (successor to Mellon Investor Services, L.L.C.), as rights agent,

under which holders of Common Stock had a preferred share purchase right for each share of Common Stock (the “Rights”). The Rights expired at the close of business on December 17, 2016 and the Rights Agreement is no longer in effect.

Shares of the Company’s common stock were reserved at December 31, 2016 as follows (in thousands):

	Common Stock
Future grant of stock-based compensation	3,194
Shares reserved under other equity compensation plans	165
TOTAL	3,359

HUBBELL INCORPORATED - Form 10-K	67

NOTE 16 Stock-Based Compensation

As of December 31, 2016, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company generally recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

The Company’s long-term incentive program for awarding stock-based compensation uses a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company’s Common Stock pursuant to the Award Plan. The Award Plan was amended and restated during 2015 to add an additional 2.8 million shares. Under the Award Plan, the Company may authorize up to 9.7 million shares of Common Stock in settlement of restricted stock, performance shares, SARs or any-post 2004 grants of stock options. The Company issues new shares for settlement of any stock-based awards. In 2016, the Company granted stock-based awards using a combination of restricted stock, SARs and performance shares.

On December 23, 2015, the Company completed the reclassification of its dual-class common stock into a single class of Common Stock (the “Reclassification”), as more fully described in Note 15 — Capital Stock. At the effective time of the Reclassification, each outstanding stock-based award granted under the Award Plan was adjusted by substituting, on a one for one basis, shares of Common Stock for shares the of Class B Common Stock granted under the Award Plan.

In 2016, 2015 and 2014, the Company recorded $22.3 million, $17.0 million and $16.4 million of stock-based compensation costs, respectively. The total income tax benefit/(expense) recognized in 2016 was $8.2 million, $6.2 million during 2015, and $7.8 million during 2014. The net tax windfall recorded as a result of exercise or vesting (depending on the type of award) was $3.7 million, $0.9 million, and $9.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, there was $29.3 million, pretax, of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized through 2019.

Stock-based compensation expense is recorded in S&A expense as well as Cost of goods sold. Of the total 2016 expense, $21.6 million was recorded to S&A expense and $0.7 million was recorded to Cost of goods sold. In 2015 and 2014, $16.2 million and $15.7 million, respectively, was recorded to S&A expense and $0.8 million in 2015 and $0.7 million in 2014, was recorded to Cost of goods sold. Stock-based compensation costs capitalized to inventory was $0.2 million in 2016, 2015 and 2014.

Each of the compensation arrangements is discussed below.

Restricted Stock

The Company issues several types of restricted stock awards all of which are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities in computing earnings per share. Restricted stock granted is not transferable and is subject to forfeiture in the event of the recipient’s termination of employment prior to vesting.

Restricted Stock Issued to Employees - Service Condition

Service-based restricted stock awards are expensed on a straight-line basis over the requisite service period. The restricted stock vests in one-third increments annually for three years on each anniversary of the date of grant. The restricted stock fair values are measured using the average of the high and low trading prices of the Company’s common stock on the most recent trading day immediately preceding the grant date (“measurement date”).

Restricted Stock Issued to Employees - Market Condition

Certain restricted stock awards issued in 2014, 2015 and 2016 will vest subject to the achievement of a market-based condition. The awards are expensed on a straight-line basis over the requisite service period which starts on the date of the grant and ends upon the completion of the performance period. Expense is recognized irrespective of the market condition being achieved.

The market-based condition is the Company’s total shareholder return (“TSR”) compared to the TSR generated by the companies that comprise the S&P Capital Goods 900 Index and is measured over a three year performance period beginning on January 1st of the first year and ending on December 31st of the third year. The awards will vest contingent upon achievement of the market condition, service through the requisite service period or the retirement-eligibility date. If the market-based condition is achieved,

68	HUBBELL INCORPORATED - Form 10-K

the awards will vest at 100% of the restricted stock awards granted. If the market-based condition is not achieved the awards will not vest. The fair value of these awards was determined based upon a lattice model.

The following table summarizes the assumptions used in estimating the fair value of these awards:

	Stock Price on Measurement Date			Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value
2016	$	113.69		25.6	%	1.4	%	3 Years	$	104.93
2015	$	97.48		23.3	%	1.3	%	3 years	$	87.61
2014	$	106.44		22.7	%	1.0	%	3 years	$	95.96

Restricted stock Issued to Employees - Performance Condition

Certain restricted stock issued in 2013 will vest subject to the achievement of an annual performance-based condition. The awards vest in one-third increments for each of the years ending December 31, 2014, 2015 and 2016, contingent upon meeting the annual performance condition. These awards are expensed on a graded basis over the requisite service period. The probability of vesting is reassessed each reporting period and compensation cost is adjusted accordingly. The fair value of the award is measured based upon the average of the high and low trading prices of the Company’s common stock on the measurement date.

The performance condition for the year ending December 31, 2016 was met and 8,457 shares vested and were approved by the Compensation Committee in February 2017. The fair value of the shares at vesting was $0.9 million.

Restricted Stock Issued to Non-employee Directors

In 2016, 2015 and 2014, each non-employee director received a restricted stock grant. These grants were made on the date of the annual meeting of shareholders and vested or will vest at the following year’s annual meeting of shareholders, upon a change of control or termination of service by reason of death. These shares will be subject to forfeiture if the director’s service terminates prior to the date of the next regularly scheduled annual meeting of shareholders to be held in the following calendar year. During the years 2016, 2015 and 2014, the Company issued to non-employee directors 9,128 shares, 8,008 shares, and 10,329 shares, respectively.

Activity related to both employee and non-employee restricted stock for the year ended December 31, 2016 is as follows (in thousands, except per share amounts):

	Shares		Weighted Average Grant Date Fair Value/Share
RESTRICTED STOCK AT DECEMBER 31, 2015	199		$	102.22
Shares granted	87		109.95
Shares vested	(57	)	104.20
Shares forfeited	(5	)	101.99
RESTRICTED STOCK AT DECEMBER 31, 2016	224		$	102.37

The weighted average fair value per share of restricted stock granted during the years 2016, 2015 and 2014 was $109.95, $96.26 and $105.35, respectively. The total fair value of restricted stock vested during the years 2016, 2015 and 2014 was $6.4 million, $7.7 million and $7.0 million, respectively.

Stock Appreciation Rights

SARs granted entitle the recipient to the difference between the fair market value of the Company’s Common Stock on the date of exercise and the grant price as determined using the average of the high and the low trading prices of the Company’s common stock on the measurement date. This amount is payable in shares of the Company’s Common Stock. SARs vest and become exercisable in three equal installments during the first three years following their grant date and expire ten years from the grant date.

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Activity related to SARs for the year ended December 31, 2016 is as follows (in thousands, except per share amounts):

	Number of Rights		Weighted Average Exercise Price			Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
OUTSTANDING AT DECEMBER 31, 2015	1,704		$	83.77
Granted	382		113.48
Exercised	(270	)	53.50
Forfeited	(4	)	100.39
Canceled	(1	)	106.44
OUTSTANDING AT DECEMBER 31, 2016	1,811		$	94.51		7.4	$	40,195
EXERCISABLE AT DECEMBER 31, 2016	1,108		$	86.35		6.2	$	33,640

The aggregated intrinsic value of SARs exercised during 2016, 2015 and 2014 was $13.8 million, $4.8 million and $19.4 million, respectively.

The fair value of each SAR award was measured using the Black-Scholes option pricing model.

The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during the years 2016, 2015 and 2014:

	Expected Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value of 1 SAR
2016	2.6	%	22.3	%	1.9	%	5.5 Years	$	18.76
2015	2.7	%	22.7	%	1.7	%	5.5 Years	$	16.05
2014	2.0	%	21.8	%	1.6	%	5.3 Years	$	18.42

The expected dividend yield was calculated by dividing the Company’s expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of stock options and SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award.

Performance Shares

Performance shares represent the right to receive a share of the Company’s Common Stock after a three year period subject to the achievement of certain market or performance conditions established by the Company’s Compensation Committee. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. Shares are not vested until approved by the Company’s Compensation Committee.

Performance Shares - Market Condition

In December 2016, 2015 and 2014, the Company granted 29,012, 32,687 and 28,871, respectively, of performance shares that will vest subject to a market condition and service through the performance period. The market condition associated with the awards is the Company's TSR compared to the TSR generated by the companies of a reference index over a three year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted. Expense is recognized irrespective of the market condition being achieved.

In February 2017, the Company paid out 17,260 shares related to the December 2013 performance award grant. The performance period associated with this award was from January 1, 2014 through December 31, 2016 and was based upon the Company’s TSR compared to the TSR generated by the other companies that comprise the S&P Mid-Cap 400 Index. The number of shares vested in February 2017 was based upon achieving 64% of the market-based criteria and the fair value of the awards at vesting was $2.2 million.

The fair value of the performance share awards with a market condition for the fiscal years 2016, 2015 and 2014 was determined based upon a lattice model.

70	HUBBELL INCORPORATED - Form 10-K

The following table summarizes the related assumptions used to determine the fair values of the performance share awards with a market condition granted during the years 2016, 2015 and 2014:

	Stock Price on Measurement Date			Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value
2016	$	113.69		2.5	%	25.6	%	1.4	%	3 Years	$	126.65
2015	$	97.48		2.6	%	23.3	%	1.3	%	3 Years	$	105.77
2014	$	106.44		2.1	%	22.7	%	1.0	%	3 Years	$	117.55

Expected volatilities are based on historical volatilities of the Company’s stock over a three year period. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.

Performance Shares - Performance Condition

In December 2016, 2015 and 2014 the Company granted 29,012, 32,687 and 28,871 respectively, of performance share awards that are subject to a performance condition and service requirement during the three year performance period. The performance condition associated with the awards is based on the Company's net sales growth compared to the net sales growth of the companies of a reference index, further adjusted by the Company achieving a target net income margin, each measured over the same three year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-250% of the number of shares granted.

The fair value of the award is measured based upon the average of the high and low trading prices of the Company's common stock on the measurement date reduced by the present value of dividends expected to be paid during the requisite service period. The Company expenses these awards on a straight-line basis over the requisite service period. The weighted average fair value per share was $105.48 for the awards granted in 2016.

The following table summarizes the attributes of the performance shares granted during 2016, 2015 and 2014:

	Shares Outstanding at 12/31/2016	Fair Value		Performance Period		Payout Range
2016	29,012	105.48		Jan 2017-Dec 2019		0-250%
2015	31,553	97.48		Jan 2016-Dec 2018		0-250%
2014	24,008	106.44		Jan 2015-Dec 2017		0-250%

HUBBELL INCORPORATED - Form 10-K	71

NOTE 17 Earnings Per Share

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends.

The following table sets forth the computation of earnings per share for the three years ended December 31 (in millions, except per share amounts):

	2016			2015			2014
Numerator:
Net income attributable to Hubbell	$	293.0		$	277.3		$	325.3
Less: Earnings allocated to participating securities	(0.9		)	(0.7		)	(0.9		)
Net income available to common shareholders	$	292.1		$	276.6		$	324.4
Denominator:
Average number of common shares outstanding	55.5			57.7			58.8
Potential dilutive shares	0.2			0.3			0.4
Average number of diluted shares outstanding	55.7			58.0			59.2
Earnings per share:
Basic	$	5.26		$	4.79		$	5.51
Diluted	$	5.24		$	4.77		$	5.48

The Company did not have any significant anti-dilutive securities in 2016, 2015 or 2014. The calculation of diluted earnings per share for the year ended December 31, 2016, 2015 and 2014 excludes 58,418, 30,482 and an insignificant amount of weighted average of performance shares, respectively, that are subject to a performance condition. These shares are excluded from the calculation of diluted earnings per share because all necessary performance conditions have not been satisfied at the end of the respective reporting periods. Refer to Note 16 — Stock-Based Compensation for further information about those awards.

72	HUBBELL INCORPORATED - Form 10-K

NOTE 18 Accumulated Other Comprehensive Loss

A summary of the changes in Accumulated other comprehensive loss (net of tax) for the three years ended December 31, 2016 is provided below (in millions):

(Debit) credit	Cash Flow Hedge (Loss) Gain			Unrealized Gain (Loss) on Available-for-Sale Securities			Pension and Post Retirement Benefit Plan Adjustment			Cumulative Translation Adjustment			Total
BALANCE AT DECEMBER 31, 2013	$	(0.2	)	$	0.4		$	(67.0	)	$	(4.2	)	$	(71.0	)
Other comprehensive income (loss) before Reclassifications	0.9			(0.1		)	(59.8		)	(35.7		)	(94.7		)
Amounts reclassified from accumulated other comprehensive loss	(0.7		)	—			2.1			—			1.4
Current period other comprehensive income (loss)	0.2			(0.1		)	(57.7		)	(35.7		)	(93.3		)
BALANCE AT DECEMBER 31, 2014	$	—		$	0.3		$	(124.7	)	$	(39.9	)	$	(164.3	)
Other comprehensive income (loss) before Reclassifications	1.7			(0.3		)	(22.5		)	(45.5		)	(66.6		)
Amounts reclassified from accumulated other comprehensive loss	(0.3		)	—			7.0			—			6.7
Current period other comprehensive income (loss)	1.4			(0.3		)	(15.5		)	(45.5		)	(59.9		)
BALANCE AT DECEMBER 31, 2015	$	1.4		$	—		$	(140.2	)	$	(85.4	)	$	(224.2	)
Other comprehensive income (loss) before Reclassifications	(1.4		)	(1.2		)	(48.5		)	(35.4		)	(86.5		)
Amounts reclassified from accumulated other comprehensive loss	—			—			8.2			—			8.2
Current period other comprehensive income (loss)	(1.4		)	(1.2		)	(40.3		)	(35.4		)	(78.3		)
BALANCE AT DECEMBER 31, 2016	$	—		$	(1.2	)	$	(180.5	)	$	(120.8	)	$	(302.5	)

A summary of the gain (loss) reclassifications out of Accumulated other comprehensive loss for the two years ended December 31 is provided below (in millions):

Details about Accumulated Other Comprehensive Loss Components	2016				2015				Location of Gain (Loss) Reclassified into Income
Cash flow hedges gain (loss):
Forward exchange contracts	$	(0.3	)		$	—			Net Sales
	0.3				0.4				Cost of goods sold
	—				0.4				Total before tax
	—				(0.1		)		Tax (expense) benefit
	$	—			$	0.3			Gain (loss) net of tax
Amortization of defined benefit pension and post retirement benefit items:
Prior-service costs	$	0.9		(a)	$	0.8		(a)
Actuarial gains/(losses)	(13.9		)	(a)	(12.0		)	(a)
	(13.0		)		(11.2		)		Total before tax
	4.8				4.2				Tax benefit (expense)
	$	(8.2	)		$	(7.0	)		(Loss) gain net of tax
Losses reclassified into earnings	$	(8.2	)		$	(6.7	)		(Loss) gain net of tax

(a)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 10 — Retirement Benefits for additional details).

HUBBELL INCORPORATED - Form 10-K	73

NOTE 19 Industry Segments and Geographic Area Information

Nature of Operations

Hubbell Incorporated was founded as a proprietorship in 1888, and was incorporated in Connecticut in 1905. Hubbell designs, manufactures and sells quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, China, Mexico, Italy, the UK, Brazil, Australia and Ireland. Hubbell also participates in joint ventures in Taiwan and Hong Kong, and maintains offices in Singapore, China, India, Mexico, South Korea and countries in the Middle East.

The Company’s reporting segments consist of the Electrical segment and the Power segment, as described below.

The Electrical segment 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, components and assemblies for the natural gas distribution market and other electrical equipment. The products are typically used in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians, utilities, and telecommunications companies. In addition, certain businesses design and manufacture a variety of high voltage test and measurement equipment, industrial controls and communication systems used in the non-residential and industrial markets. Many of these products are designed such that they can also be used in harsh and hazardous locations where a potential for fire and explosion exists due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in the oil and gas (onshore and offshore) and mining industries. There are also a variety of lighting fixtures, wiring devices and electrical products that have residential and utility applications. These products are primarily sold through electrical and industrial distributors, home centers, some retail and hardware outlets, lighting showrooms

and residential product oriented internet sites. Special application products are sold primarily through wholesale distributors to contractors, industrial customers and OEMs. High voltage products are also sold direct to customers through our sales engineers. The Electrical segment is comprised of three business groups, which have been aggregated as they have similar economic characteristics, customers and distribution channels, among other factors.

The Power segment consists of operations that design and manufacture various distribution, transmission, substation and telecommunications products primarily used by the electrical utility industry. In addition, certain of these products are used in the civil construction and transportation industries. Products are sold to distributors and directly to users such as electric utilities, telecommunication companies, mining operations, industrial firms, construction and engineering firms.

Financial Information

Financial information by industry segment, product class and geographic area for each of the three years ended December 31, 2016, 2015 and 2014 is summarized below (in millions). When reading the data the following items should be noted:

•	Net sales comprise sales to unaffiliated customers — inter-segment and inter-area sales are not significant.

•	Segment operating income consists of net sales less operating expenses, including total corporate expenses, which are generally allocated to each segment on the basis of the segment’s percentage of consolidated net sales. Interest expense and investment income and other expense, net have not been allocated to segments as these items are centrally managed by the Company.

•	General corporate assets not allocated to segments are principally cash, prepaid pensions, investments and deferred taxes. These assets have not been allocated as they are centrally managed by the Company.

74	HUBBELL INCORPORATED - Form 10-K

INDUSTRY SEGMENT DATA

	2016			2015			2014
Net Sales:
Electrical	$	2,460.2		$	2,388.3		$	2,398.2
Power	1,045.0			1,002.1			961.2
TOTAL NET SALES	$	3,505.2		$	3,390.4		$	3,359.4
Operating Income:
Electrical	$	267.4		$	279.0		$	337.9
Power	210.4			195.6			179.5
Operating Income	$	477.8		$	474.6		$	517.4
Interest expense	(43.4		)	(31.0		)	(31.2		)
Investment income and other expense, net	(4.0		)	(25.0		)	(0.7		)
INCOME BEFORE INCOME TAXES	$	430.4		$	418.6		$	485.5
Assets:
Electrical	$	2,246.0		$	2,120.9		$	1,963.0
Power	911.5			839.7			832.0
General Corporate	367.5			248.1			525.1
TOTAL ASSETS	$	3,525.0		$	3,208.7		$	3,320.1
Capital Expenditures:
Electrical	$	43.4		$	47.9		$	35.1
Power	22.7			28.4			21.8
General Corporate	1.1			0.8			3.4
TOTAL CAPITAL EXPENDITURES	$	67.2		$	77.1		$	60.3
Depreciation and Amortization:
Electrical	$	61.2		$	56.2		$	53.4
Power	31.1			29.0			25.8
TOTAL DEPRECIATION AND AMORTIZATION	$	92.3		$	85.2		$	79.2

PRODUCT CLASS DATA

	2016			2015			2014
Net Sales:
Electrical Systems	$	1,514.4		$	1,476.7		$	1,538.7
Lighting	945.8			911.6			859.5
Power	1,045.0			1,002.1			961.2
TOTAL NET SALES	$	3,505.2		$	3,390.4		$	3,359.4

GEOGRAPHIC AREA DATA

	2016			2015			2014
Net Sales:
United States	$	3,147.4		$	3,008.4		$	2,883.8
International	357.8			382.0			475.6
TOTAL NET SALES	$	3,505.2		$	3,390.4		$	3,359.4
Operating Income:
United States	$	419.1		$	426.1		$	447.2
International	58.7			48.5			70.2
TOTAL OPERATING INCOME	$	477.8		$	474.6		$	517.4
Long-lived Assets:
United States	$	1,762.9		$	1,627.7		$	1,492.5
International	200.1			187.1			199.7
TOTAL LONG-LIVED ASSETS	$	1,963.0		$	1,814.8		$	1,692.2

HUBBELL INCORPORATED - Form 10-K	75

On a geographic basis, the Company defines “international” as operations based outside of the United States and its possessions. As a percentage of total net sales, shipments from foreign operations directly to third parties were 10% in 2016, 11% in 2015 and 14% in 2014, with the Canadian and UK operations representing approximately 33% and 21%, respectively, of 2016 total international net sales. Of the remaining 2016 international sales Switzerland, Brazil, and Mexico represent 12%, 10%, and 9%, respectively.

Long-lived assets, excluding deferred tax assets, of international subsidiaries were 10% of the consolidated total in 2016, 10% in 2015 and 12% in 2014, with the UK, Mexico and Canada operations representing approximately 25%, 22%, and 17%, respectively, of the 2016 international total. Export sales from United States operations were $213.8 million in 2016, $224.9 million in 2015 and $234.5 million in 2014.

NOTE 20 Guarantees

The Company records a liability equal to the fair value of guarantees in the Consolidated Balance Sheet in accordance with the accounting guidance for guarantees. When it is probable that a liability has been incurred and the amount can be reasonably estimated, the Company accrues for costs associated with guarantees. The most likely costs to be incurred are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely, the minimum is accrued.

As of December 31, 2016, the fair value and maximum potential payment related to the Company’s guarantees were not material.

The Company offers product warranties which cover defects on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated

warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known or as historical experience indicates.

Changes in the accrual for product warranties in 2016 are set forth below (in millions):

BALANCE AT DECEMBER 31, 2014	$	13.7
Provision	10.0
Expenditures/other	(10.5		)
BALANCE AT DECEMBER 31, 2015	$	13.2
Provision	9.7
Expenditures/other	(9.1		)
BALANCE AT DECEMBER 31, 2016	$	13.8

76	HUBBELL INCORPORATED - Form 10-K

NOTE 21 Restructuring Costs

During 2016, we incurred costs for restructuring actions initiated in 2016 as well as costs involving restructuring actions initiated in the prior year. Our restructuring actions are associated with cost reduction efforts that include the consolidation of manufacturing and distribution facilities as well as workforce reductions and the sale or exit of business units we determine to be non-strategic. Restructuring costs are primarily severance and employee benefits, asset impairments, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions. These costs are predominantly settled in cash from our operating activities and are generally settled within one year, with the exception of asset impairments, which are non-cash, and a $12.5 million charge in the fourth quarter of 2016 to recognize the estimated liability associated with the withdrawal from a multi-employer pension plan, which is expected to be settled over approximately 19 years.

Pre-tax restructuring costs incurred in each of our segments and the location of the costs in the Consolidated Statement of Income for the years ended December 31, 2016, 2015 and 2014 are as follows (in millions):

Year Ended December 31, 2014	Cost of goods sold			Selling & administrative expense			Total
Electrical Segment	$	3.4		$	1.7		$	5.1
Power Segment	—			—			—
Total 2014 Restructuring Costs	$	3.4		$	1.7		$	5.1
Year Ended December 31, 2015
Electrical Segment	$	14.5		$	7.2		$	21.7
Power Segment	0.8			1.1			1.9
Total 2015 Restructuring Costs	$	15.3		$	8.3		$	23.6
Year Ended December 31, 2016
Electrical Segment	$	27.3		$	6.6		$	33.9
Power Segment	0.2			0.9			1.1
Total 2016 Restructuring Costs	$	27.5		$	7.5		$	35.0

The following table summarizes the accrued liabilities for our restructuring actions (in millions):

	Beginning Accrued Restructuring Balance 1/1/16			Pre-tax Restructuring Costs			Utilization and Foreign Exchange			Ending Accrued Restructuring Balance 12/31/2016
2016 Restructuring Actions
Severance	$	—		$	13.8		$	(4.4	)	$	9.4
Asset write-downs	—			2.9			(2.9		)	—
Facility closure and other costs (a)	—			15.1			(1.2		)	13.9
Total 2016 Restructuring Actions	$	—		$	31.8		$	(8.5	)	$	23.3
2015 Restructuring Actions
Severance	$	7.4		$	0.6		$	(7.0	)	$	1.0
Asset write-downs	—			0.1			(0.1		)	—
Facility closure and other costs	0.4			2.5			(2.7		)	0.2
Total 2015 Restructuring Actions	$	7.8		$	3.2		$	(9.8	)	$	1.2
Total Restructuring Actions	$	7.8		$	35.0		$	(18.3	)	$	24.5

(a) Facility closure and other costs in 2016 include a charge of approximately $12.5 million to accrue the estimated liability associated with the anticipated withdrawal from a multi-employer pension plan as a result of a restructuring action.

HUBBELL INCORPORATED - Form 10-K	77

The actual and expected costs for our restructuring actions are as follows (in millions):

	Expected Costs			Costs incurred in 2014			Costs incurred in 2015			Costs incurred in 2016			Remaining costs at 12/31/16
2016 Restructuring Actions
Electrical Segment	$	40.3		$	—		$	—		$	30.7		$	9.6
Power Segment	1.2			—			—			1.1			0.1
Total 2016 Restructuring Actions	$	41.5		$	—		$	—		$	31.8		$	9.7
2015 Restructuring Actions
Electrical Segment	$	23.0		$	—		$	17.3		$	3.2		$	2.5
Power Segment	1.9			—			1.9			—			—
Total 2015 Restructuring Actions	$	24.9		$	—		$	19.2		$	3.2		$	2.5
2014 Restructuring Actions
Electrical Segment	$	9.5		$	5.1		$	4.4		$	—		$	—
Power Segment	—			—			—			—			—
Total 2014 Restructuring Actions	$	9.5		$	5.1		$	4.4		$	—		$	—
Total Restructuring Actions	$	75.9		$	5.1		$	23.6		$	35.0		$	12.2

Costs incurred in 2016 relating to 2016 Restructuring Actions in the Electrical segment in the preceding table include the $12.5 million previously mentioned charge representing the estimated withdrawal liability from a multi-employer pension plan. Any potential future liability in excess of the amount already recognized in 2016 is not included in the remaining costs at December 31, 2016 in the preceding table. Additional information about the estimated withdrawal liability is included in Note 10 — Retirement Benefits in the Notes to Consolidated Financial Statements.

HUBBELL INCORPORATED - Form 10-K	78

NOTE 22 Quarterly Financial Data (Unaudited)

The table below sets forth summarized quarterly financial data for the years ended December 31, 2016 and 2015 (in millions, except per share amounts):

	Reported First Quarter			Reported Second Quarter			Reported Third Quarter			Fourth Quarter
2016
Net sales	$	834.8		$	908.8		$	907.4		$	854.2
Cost of goods sold	$	574.9		$	615.3		$	618.7		$	595.6
Gross profit	$	259.9		$	293.5		$	288.7		$	258.6
Selling & administrative expenses	$	158.0		$	161.4		$	152.7		$	150.8
Net income	$	62.0		$	82.0		$	88.1		$	65.7
Net Income attributable to Hubbell	$	60.9		$	81.0		$	86.7		$	64.4
Earnings per share — Basic	$	1.08		$	1.46		$	1.56		$	1.16
Earnings per share — Diluted	$	1.08		$	1.45		$	1.56		$	1.16
	Reported First Quarter			Reported Second Quarter			Reported Third Quarter			Fourth Quarter
2015
Net sales	$	809.7		$	874.0		$	877.0		$	829.7
Cost of goods sold	$	557.9		$	590.9		$	587.0		$	562.8
Gross profit	$	251.8		$	283.1		$	290.0		$	266.9
Selling & administrative expenses	$	146.8		$	156.4		$	159.0		$	155.0
Net income	$	63.4		$	81.3		$	74.7		$	62.7
Net Income attributable to Hubbell	$	62.4		$	80.1		$	73.3		$	61.5
Earnings per share — Basic	$	1.07		$	1.39		$	1.27		$	1.06
Earnings per share — Diluted	$	1.07		$	1.37		$	1.27		$	1.06

HUBBELL INCORPORATED - Form 10-K	79