Hubbell (HUBB) 10-K risk factor changes: FY2017 vs FY2016

We use a variety of raw materials in the production of our products including steel, aluminum, brass, copper, bronze, zinc, [removed: nickel] [added: nickel, plastics, phenolics, elastomers] and [removed: plastics.][added: petrochemicals.]

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

The proper functioning of Hubbell’s information [added: technology] systems is critical to the successful operation of our business.

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

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

We are not dependent on a single customer, however, our top ten customers account for approximately [removed: one-third] [added: 40%] of our net sales.

Our international operations accounted for approximately [removed: 10%] [added: 11%] of our net sales in [removed: 2016.][added: 2017.]

As of December 31, [removed: 2016,] [added: 2017,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $1.4] [added: $1.5] billion.

Impairment of [removed: intangibles] [added: intangible] assets may be triggered by developments both within and outside the Company’s control.

In the future, we could incur judgments or enter into settlements of lawsuits and claims that could have a materially adverse effect on our results of operations, cash [removed: flows.][added: flows, and financial condition.]

We may fail to realize all of the anticipated benefits of the Aclara Acquisition or those benefits may take longer to realize than expected.

The full benefits of the Aclara Acquisition, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

Failure to achieve the anticipated benefits of the Aclara Acquisition could adversely affect our results of operations or cash flows and decrease or delay the expected accretive effect of the Aclara Acquisition.

In addition, we have been required to devote significant attention and resources prior to closing to prepare for the operation of Hubbell following the Aclara Acquisition and will be required to devote significant attention and resources post-closing to successfully align the business practices and operations of Hubbell Incorporated and Aclara.

This process may disrupt the businesses and, if ineffective, could limit the anticipated benefits of the Aclara Acquisition.

We have incurred direct and indirect costs as a result of the Aclara Acquisition and will incur additional direct and indirect costs as a result of the Aclara Acquisition.

We have incurred substantial expenses in connection with and as a result of completing the Aclara Acquisition and we expect to incur additional expenses in connection with combining the businesses, operations, policies and procedures of Hubbell Incorporated and Aclara.

Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

We have outstanding indebtedness; our indebtedness has increased as a result of the Aclara Acquisition, and will further increase if we incur additional indebtedness in the future and do not retire existing indebtedness.

We have outstanding indebtedness and other financial obligations and significant unused borrowing capacity.

The amount of cash required to pay interest on our indebtedness following completion of the Aclara Acquisition, and thus the demands on our cash resources, is greater than the amount of cash required to service our indebtedness prior to the Aclara Acquisition.

Our increased indebtedness level and related debt service obligations could have negative consequences, including (i) requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our indebtedness, which would reduce the funds we have available for other purposes, (ii) reducing our flexibility in planning for or reacting to changes in our business and market conditions and (iii) exposing us to interest rate risk since a portion of our debt obligations are at variable rates.

We may incur significantly more indebtedness in the future.

If we add new indebtedness and do not retire existing indebtedness, the risks described above could increase.

Recent U.S. tax legislation may materially adversely affect our financial condition, results of operations and cash flows.

On December 22, 2017 Public Law 115-97 “An Act to Provide Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” was enacted.

This law is commonly referred to as the Tax Cuts and Job Act of 2017 ("TCJA").

The TCJA significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by, among other things, reducing the U.S. federal corporate income tax rate, limiting the availability of previously claimed deductions, taxing certain activities and transactions not previously subject to U.S. tax and imposing a mandatory deemed repatriation tax on certain undistributed earnings and profits of U.S.-owned foreign corporations.

The legislation is unclear in many respects and will require further interpretation and review of regulations to be issued by the Internal Revenue Service (“IRS”) and state tax authorities.

The legislation could also be subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

The TCJA will also impact how we account for income taxes in our financial statements.

Pursuant to guidance issued by the SEC in December 2017, issuers are permitted up to one-year from the date of enactment of the TCJA to complete the accounting for the income tax effects of the TCJA.

See Note 1 — Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements for further information about Staff Accounting Bulletin No. 118 (“SAB 118”).

Until the accounting for the income tax effects is complete, financial statements should include provisional amounts to the extent a reasonable estimate of the income tax effects of the TCJA can be determined.

We have included in the current period financial statements a provisional amount with respect to the deemed repatriation provisions of the TCJA, the revaluation of U.S. deferred taxes and the U.S. and foreign tax costs associated with anticipated remittances related to certain of our outside basis differences.

We have also included provisional amounts with respect to those states with current conformity to the Internal Revenue Code where a reasonable estimate could be determined.

We have not included a provisional amount for the income tax effects of a repatriation of our remaining unremitted foreign earnings because we have not determined a reasonable estimate related to it.

During the one-year period provided under SAB 118, we will include additional provisional amounts or adjustments to prior provisional amounts in our financial statements as information is obtained, prepared and analyzed and legislative and authoritative guidance is issued.

These additional amounts or adjustments to prior provisional amounts could be material.

See Note 12 — Income Taxes in the Notes to Consolidated Financial Statements for additional information.

We will continue to examine the impact that the TCJA may have on our business in subsequent periods.

Notwithstanding the reduction in the corporate income tax rate, the overall impact of the legislation remains uncertain and our business and financial condition could be adversely affected.

In addition, the Aclara acquisition is expected to result in a significant increase in goodwill and intangible assets.

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| HUBBELL INCORPORATED \- Form 10-K | 11 |

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

These system modifications and implementations

and financial condition.

Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, China, Mexico, [removed: Italy,] the United Kingdom, Brazil, Australia [added: Spain] and Ireland.

The Company also participates in joint ventures in [removed: Taiwan and] [added: Taiwan,] Hong [removed: Kong,] [added: Kong] and [added: the Philippines, and] maintains offices in Singapore, [added: Italy,] China, India, Mexico, South [removed: Korea] [added: Korea, Chile,] and countries in the Middle East.

Results for [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] by segment are included under “Segment Results” within this Management’s Discussion and Analysis.

The Company's long-term strategy is to serve its customers with reliable and innovative [added: electrical and related infrastructure] solutions [added: with desired brands, high-quality service, and] delivered through a competitive cost structure; to complement organic [added: revenue] growth with acquisitions that enhance its product offerings; and to allocate capital effectively to create shareholder value.

Our strategy to [removed: grow revenue is focused on complementing] [added: complement] organic [added: revenue] growth with acquisitions [added: focuses on acquiring assets] that [added: extend our capabilities,] expand our product [removed: offerings] [added: offerings,] and present opportunities to compete in core, adjacent or complementary markets.

[removed: Aligning our] [added: Our strategy to deliver products through a competitive] cost structure [removed: with the needs of our business is a key initiative and] has resulted in the restructuring and related activities we have initiated, beginning in 2014.

[removed: In 2017, we expect growth across] [added: Growth of] our [added: five primary] end markets [removed: to be] [added: was] more consistent [removed: than] in [removed: 2016.][added: 2017 as compared to recent years.]

We expect free cash flow (defined as cash flows from operating activities less capital expenditures) [added: to be] equal to net income attributable to Hubbell in [removed: 2017.][added: 2018.]

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

In order of magnitude of net sales, the Company's served markets are [removed: primarily] non-residential construction, industrial, utility, oil and gas, and residential construction.

| | [removed: 2016] [added: 2017] | | | % of Net sales | | [removed: 2015] [added: 2016] | | | % of Net sales | | [removed: 2014] [added: 2015] | | | % of Net sales | |

| Net sales | $ | [removed: 3,505.2] [added: 3,668.8] | | | | $ | [removed: 3,390.4] [added: 3,505.2] | | | | $ | [removed: 3,359.4] [added: 3,390.4] | | | |

| Cost of goods sold | [removed: 2,404.5] [added: 2,516.9] | | | 68.6 | % | [removed: 2,298.6] [added: 2,404.5] | | | [removed: 67.8] [added: 68.6] | % | [removed: 2,250.4] [added: 2,298.6] | | | [removed: 67.0] [added: 67.8] | % |

| Gross profit | [removed: 1,100.7] [added: 1,151.9] | | | 31.4 | % | [removed: 1,091.8] [added: 1,100.7] | | | [removed: 32.2] [added: 31.4] | % | [removed: 1,109] [added: 1,091.8] | | | [removed: 33.0] [added: 32.2] | % |

| Selling & administrative expenses | [removed: 622.9] [added: 648.2] | | | [removed: 17.8] [added: 17.7] | % | [removed: 617.2] [added: 622.9] | | | [removed: 18.2] [added: 17.8] | % | [removed: 591.6] [added: 617.2] | | | [removed: 17.6] [added: 18.2] | % |

| Operating income | [removed: 477.8] [added: 503.7] | | | [removed: 13.6] [added: 13.7] | % | [removed: 474.6] [added: 477.8] | | | [removed: 14.0] [added: 13.6] | % | [removed: 517.4] [added: 474.6] | | | [removed: 15.4] [added: 14.0] | % |

| Net income attributable to Hubbell | [removed: 293.0] [added: 243.1] | | | [removed: 8.4] [added: 6.6] | % | [removed: 277.3] [added: 293.0] | | | [removed: 8.2] [added: 8.4] | % | [removed: 325.3] [added: 277.3] | | | [removed: 9.7] [added: 8.2] | % |

| EARNINGS PER SHARE - DILUTED | $ | [removed: 5.24] [added: 4.39] | | | | $ | [removed: 4.77] [added: 5.24] | | | | $ | [removed: 5.48] [added: 4.77] | | | |

Our consolidated results of operations in [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] include what we refer to as "Restructuring and Related Costs".

In [removed: the fourth quarter of] [added: both] 2016 [added: and 2017,] restructuring-related costs include [removed: a gain on] [added: gains from] the sale of [removed: a property] [added: properties] associated with restructuring activities.

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

We believe [removed: certain non-GAAP measures that] [added: those adjusted measures, which] exclude the impact of [removed: these] [added: certain] costs [added: and gains,] may provide investors with useful information regarding our underlying performance from period to period and allow investors to [removed: assess the impact of the Company's restructuring and related activities and business transformation initiatives on the] [added: understand our] results of [removed: operations.][added: operations without regard to items we do not consider a component of our core operating performance.]

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

| Gross profit (GAAP measure) | $ | [removed: 1,100.7] [added: 1,151.9] | | 31.4 | % | $ | [removed: 1,091.8] [added: 1,100.7] | | [removed: 32.2] [added: 31.4] | % | $ | [removed: 1,109.0] [added: 1,091.8] | | [removed: 33.0] [added: 32.2] | % |

| Restructuring and related costs | [removed: 30.1] [added: 15.6] | | | | | [removed: 23.7] [added: 30.1] | | | | | [removed: 3.4] [added: 23.7] | | | | |

| Adjusted gross profit | $ | [removed: 1,130.8] [added: 1,167.5] | | [removed: 32.3] [added: 31.8] | % | $ | [removed: 1,115.5] [added: 1,130.8] | | [removed: 32.9] [added: 32.3] | % | $ | [removed: 1,112.4] [added: 1,115.5] | | [removed: 33.1] [added: 32.9] | % |

| S&A expenses (GAAP measure) | $ | [removed: 622.9] [added: 648.2] | | [removed: 17.8] [added: 17.7] | % | $ | [removed: 617.2] [added: 622.9] | | [removed: 18.2] [added: 17.8] | % | $ | [removed: 591.6] [added: 617.2] | | [removed: 17.6] [added: 18.2] | % |

| Restructuring and related costs | [removed: 4.9] [added: 8.1] | | | | | [removed: 15.2] [added: 4.9] | | | | | [removed: 1.7] [added: 15.2] | | | | |

| Adjusted S&A expenses | $ | [removed: 618.0] [added: 633.4] | | [removed: 17.6] [added: 17.3] | % | $ | [removed: 602.0] [added: 618.0] | | [removed: 17.8] [added: 17.6] | % | $ | [removed: 589.9] [added: 602.0] | | [removed: 17.6] [added: 17.8] | % |

| Operating income (GAAP measure) | $ | [removed: 477.8] [added: 503.7] | | [removed: 13.6] [added: 13.7] | % | $ | [removed: 474.6] [added: 477.8] | | [removed: 14.0] [added: 13.6] | % | $ | [removed: 517.4] [added: 474.6] | | [removed: 15.4] [added: 14.0] | % |

| Restructuring and related costs | [removed: 35.0] [added: 23.7] | | | | | [removed: 38.9] [added: 35.0] | | | | | [removed: 5.1] [added: 38.9] | | | | |

| Adjusted operating income | $ | [removed: 512.8] [added: 534.1] | | 14.6 | % | $ | [removed: 513.5] [added: 512.8] | | [removed: 15.1] [added: 14.6] | % | $ | [removed: 522.5] [added: 513.5] | | [removed: 15.6] [added: 15.1] | % |

[removed: |] Reclassification costs [removed: | — | | | | | 19.7 | | | | | — | | | | |]

| Net income attributable to Hubbell (GAAP measure) | $ | [removed: 293.0] [added: 243.1] | | | | $ | [removed: 277.3] [added: 293.0] | | | | $ | [removed: 325.3] [added: 277.3] | | | |

| Restructuring and related costs, net of tax | [removed: 23.8] [added: 16.1] | | | | | [removed: 26.3] [added: 23.8] | | | | | [removed: 3.5] [added: 26.3] | | | | |

| Reclassification costs, net of tax | — | | | | | [removed: 17.4] [added: —] | | | | | [removed: —] [added: 17.4] | | | | |

| Adjusted net income attributable to Hubbell | $ | [removed: 316.8] [added: 328.0] | | | | $ | [removed: 321.0] [added: 316.8] | | | | $ | [removed: 328.8] [added: 321.0] | | | |

| Less: Earnings allocated to participating securities | [removed: (1.0] [added: (1.1] | | ) | | | [removed: (0.8] [added: (1.0] | | ) | | | (0.8 | | ) | | |

| Adj. net income available to common shareholders | $ | [removed: 315.8] [added: 326.9] | | | | $ | [removed: 320.2] [added: 315.8] | | | | $ | [removed: 328.0] [added: 320.2] | | | |

| Average number of diluted shares outstanding | [removed: 55.7] [added: 55.1] | | | | | [removed: 58.0] [added: 55.7] | | | | | [removed: 59.2] [added: 58.0] | | | | |

The Company employed approximately 17,700 individuals worldwide as of December 31, 2017.

Our acquisition strategy also provides the opportunity to advance our revenue growth objectives during periods of weakness or inconsistency in our end-markets.

Acquisition of Aclara

On February 2, 2018 the Company acquired Aclara for approximately $1.1 billion.

Aclara is a leading global supplier of smart infrastructure solutions for electric, gas, and water utilities, with advanced metering solutions and grid monitoring sensor technology, as well as leading software enabled installation services.

The acquisition extends the Power segment's capabilities into smart automation technologies, accelerates ongoing innovation efforts to address utility customer demand for data and integrated solutions, and expands the segment's reach to a broader set of utility customers.

For additional information about the Aclara acquisition, refer to Note 2 — Business Acquisitions in the Notes to the Consolidated Financial Statements as well as the Company's current report on Form 8-K filed on December 26, 2017.

In 2018, we expect aggregate growth across our end markets of approximately two to four percent and that our new product development initiatives will drive our net sales results to modestly out-perform end-market expectations.

Our end-market growth expectations include three to five percent growth in the oil and gas market, two to four percent growth in the electrical transmission and distribution, industrial, and residential markets, and one to three percent growth in the non-residential market.

We expect acquisitions to contribute approximately 15% to net sales growth in 2018, including net sales growth from the acquisition of Aclara.

We expect reported earnings per diluted share for 2018 in the range of $6.10 to $6.50 and adjusted earnings per diluted share in the range of $6.95 to $7.35(1).

(1) Effective with results of operations reported in the first quarter of 2018, "adjusted" operating measures will no longer exclude restructuring and related costs, as these costs and the related savings are expected to return to a more consistent annual run-rate in 2018, and therefore no longer affect the comparability of our underlying performance from period to period.

Our expectation for full year 2018 adjusted earnings per diluted share in the range of $6.95 to $7.35 excludes Aclara acquisition-related and transaction costs.

Aclara acquisition-related costs include the amortization of identified intangible assets and inventory step-up amortization expense.

Higher margin businesses, such as our harsh and hazardous business, that declined in recent years experienced a recovery, and the gas market was strong, which complemented utility capital spend and storm-related activity that drove growth in electrical transmission and distribution markets.

Non-residential and residential market demand grew as well, but that growth was restrained by the Lighting market, which experienced unit growth that was dampened by pricing headwinds.

Industrial markets were mixed, with declines in heavy industrial business, but improvement in telecommunications.

With the return to more balanced growth and recovery of higher margin businesses, adjusted operating margin of our Electrical segment has stabilized year over year, declining by only 30 basis points, while absorbing our investment in IoT capabilities (through the acquisition of iDevices), restructuring-driven inefficiencies and pricing headwinds in our Lighting business as well as material cost headwinds during the year.

Our Power segment grew organic revenues by six percent, benefiting from growth in transmission and distribution markets, and adjusted operating margins in the Power segment continued to be strong, expanding by 20 basis points as productivity drove improvement despite increasing material costs.

In the following discussion of results of operations, we refer to "adjusted" operating measures.

The adjusted operating measures also provide useful information to understand the impact of the Company's restructuring and related activities and business transformation initiatives on its results of operations.

Our adjusted operating measures exclude, where applicable, the following items, as shown in the reconciliations to the comparable GAAP measures that follow.

Income tax expense associated with U.S. tax reform

In 2017, our consolidated results of operations include approximately $57 million of income tax expense associated with the TCJA.

Our full year effective tax rate, which includes these income tax effects, was 43.6%.

As provided by SAB 118 (See Note 1 — Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements), the Company has included in the current period financial statements a provisional amount with respect to the deemed repatriation provisions of the TCJA, the revaluation of U.S. deferred taxes and the U.S. and foreign tax costs associated with anticipated remittances related to certain of our outside basis differences.

We have also included provisional amounts with respect to those states with current conformity to the Internal Revenue Code.

During the measurement period (as defined in Note 1 — Significant Accounting Policies in the Notes to Consolidated Financial Statements), additional provisional amounts and adjustments to prior provisional amounts will be required as further guidance is issued and information is obtained, prepared and analyzed.

These additional provisional amounts or adjustments to prior provisional amounts may be material.

See Note 12 — Income Taxes in the Notes to Consolidated Financial Statements for additional information.

Loss on the early extinguishment of debt

Our consolidated results of operations in 2017 include a $10.1 million pre-tax loss on the early extinguishment of long-term debt from the redemption of all of our $300 million outstanding long-term unsecured, unsubordinated notes that were scheduled to mature in 2018.

Aclara transaction costs

Aclara transaction costs primarily include professional services and other fees that were incurred in the fourth quarter of 2017 associated with the acquisition of Aclara.

See Note 2 — Business Acquisitions in the Notes to Consolidated Financial Statements and "Outlook" within this Management's Discussion and Analysis for additional information and further discussion of Aclara acquisition-related and transaction costs.

Only a portion of the Aclara transaction costs are expected to be tax deductible.

We expect our restructuring programs and activities will continue in future years, however at a lower and more consistent run-rate of cost and savings as compared to the heightened levels we've recently experienced.

| Aclara transaction costs | 6.7 | | | | | — | | | | | — | | | | |

| Aclara transaction costs | 6.7 | | | | | — | | | | | — | | | | |

| Effective tax rate (GAAP measure) | 43.6 | | % | | | 30.8 | | % | | | 32.6 | | % | | |

The Company employs approximately 17,400 individuals worldwide.

In executing this strategy the Company is focused on growing profits and delivering attractive returns to shareholders by executing a business plan focused on the following key initiatives: growing revenue, aligning the cost structure, improving productivity, and deploying capital effectively.

Our organic growth initiatives remain focused on expanding market share through new product introductions and more effective utilization of sales and marketing efforts across the organization.

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

We expect modest end market growth of approximately two percent in the aggregate, with two to four percent growth in the non-residential market and four to six percent growth in the residential market.

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

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

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

However, we

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

We anticipate earnings per diluted share in the range of $5.60 to $5.80 in 2017, including approximately $0.25 of Restructuring and Related Costs as well as $0.20 of incremental savings in 2017 from restructuring and related actions initiated prior to December 31, 2016.

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

The utility market was approximately flat in 2016 driven by project delays.

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

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

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

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

Adjusted net income attributable to Hubbell and adjusted earnings per diluted share exclude Restructuring and Related Costs as well as Reclassification Costs.

| Total other expense (GAAP measure) | $ | 47.4 | | | | $ | 56.0 | | | | $ | 31.9 | | | |

| Adjusted total other expense | $ | 47.4 | | | | $ | 36.3 | | | | $ | 31.9 | | | |

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

2015 Compared to 2014

Net sales for the year ended 2015 were $3.4 billion, an increase of one percent over 2014.

As a percentage of net sales, cost of goods sold increased to 67.8% for 2015 compared to 67.0% in 2014.

The increase was primarily due to higher Restructuring and Related Costs in 2015 as compared to 2014, contributing approximately 60 basis points to the increase, unfavorable product and business mix, and the unfavorable impact of foreign exchange, partially offset by the favorable net impact of price and material costs as well as productivity in excess of cost inflation.

The gross profit margin for 2015 declined to 32.2% compared to 33.0% in 2014.

The decrease in the adjusted gross margin is primarily due to unfavorable product and business mix, and the unfavorable impact of foreign exchange, partially offset by the favorable net impact of price and material costs as well as productivity in excess of cost inflation.

S&A expense increased four percent compared to 2014 primarily due to the addition of S&A expense of acquired businesses and higher Restructuring and Related Costs in 2015 as compared to 2014.

As a percentage of net sales, S&A expense increased to 18.2% in 2015 compared to 17.6% in 2014.

Excluding Restructuring and Related Costs, adjusted S&A expense as a percentage of net sales increased to 17.8% in 2015 compared to 17.6% in 2014.

The increase in adjusted S&A expense is primarily due to acquired businesses with relatively higher S&A as a proportion of net sales in the near-term post-acquisition.

Excluding Reclassification Costs that were incurred in 2015, adjusted total other expense was $36.3 million in 2015 compared to $31.9 million in 2014 and increased primarily due to the write-off of an indemnification asset related to an acquisition.

In 2015 the effective tax rate increased due to certain costs associated with the Reclassification that were not deductible.

That increase in the effective tax rate for 2015 was primarily offset by international reorganization actions in the current year as well as certain discrete tax items in 2014.

Excluding Restructuring and Related Costs and Reclassification Costs, adjusted net income attributable to Hubbell was $321.0 million in 2015 and decreased 2.4% as compared to 2014.

Adjusted earnings per diluted share declined slightly in 2015 as compared to 2014 due to lower adjusted operating income, partially offset by the impact of a lower average number of diluted shares outstanding for the year, which declined by approximately 1.2 million as compared to 2014.

| Net sales | $ | 2,388.3 | | $ | 2,398.2 | |

| Operating income | $ | 279.0 | | $ | 337.9 | |

[removed: We manufacture] [added: In 2017, we manufactured] and/or [removed: assemble our] [added: assembled] products in the United States, Canada, Switzerland, Puerto Rico, Mexico, China, [removed: Italy,] UK, Brazil and Australia and [removed: sell] [added: sold] products in those markets as well as through offices in Singapore, [added: Italy,] China, [removed: India,] Mexico, [added: and] South Korea and countries in the Middle East.

[added: In 2017,] Hubbell also [removed: participates] [added: participated] in joint ventures in Taiwan and Hong Kong.

Shipments from non-U.S. subsidiaries as a percentage of the Company’s total net sales were [removed: 10% in 2016,] 11% in [removed: 2015] [added: 2017, 10% in 2016] and [removed: 14%] [added: 11%] in [removed: 2014,] [added: 2015,] with the [removed: Canadian and] [added: Canadian,] UK [added: and Brazilian] operations representing approximately [removed: 33% and] [added: 31%,] 21%, [added: and 12%] respectively, of [removed: 2016] [added: 2017] total international net sales.

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

Product purchases representing approximately [removed: 11%] [added: 17%] of our net sales are sourced from unaffiliated suppliers located outside the United States, primarily in China and other Asian countries, Europe and Brazil.

| [removed: 34] [added: 36] | HUBBELL INCORPORATED - Form 10-K |

[removed: Many of our businesses have a dependency on certain basic] raw materials needed to produce their products including steel, aluminum, brass, copper, bronze, plastics, phenols, zinc, nickel, elastomers and petrochemicals as well as purchased electrical and electronic components.

The following table presents cost and weighted average interest rate information related to fixed rate interest risk sensitive instruments by maturity at December 31, [removed: 2016] [added: 2017] (dollars in millions):

| | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/16] [added: 12/31/17] | | |

| Avg. interest rate | [removed: 4.40] [added: 4.50] | | % | [removed: 5.09] [added: 5.00] | | % | 5.00 | | % | [removed: 4.96] [added: 5.00] | | % | 5.00 | | % | [removed: 5.00] [added: 4.70] | | % | | | | | | |

| Avg. interest rate | — | | | [removed: 5.95] [added: —] | | [removed: %] | — | | | — | | | — | | | [removed: 3.468] [added: 3.37] | | % | [removed: 4.22%] [added: 3.37] | | [added: %] | | | |

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

| HUBBELL INCORPORATED \- Form 10-K | [removed: 35] [added: 37] |

Many of our businesses have a dependency on certain basic

| Available-for-sale investments | $ | 14.5 | | $ | 6.1 | | $ | 12.9 | | $ | 3.5 | | $ | 4.0 | | $ | 13.3 | | $ | 54.3 | | $ | 54.3 | |

| Long-term debt | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 987.1 | | $ | 987.1 | | $ | 1,013.2 | |

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

Fair Value Measurement in the Notes to Consolidated Financial Statements.

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

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

Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, Mexico, the People’s Republic of China (“China”), [removed: Italy,] the United Kingdom (“UK”), Brazil, [removed: Australia] [added: Australia, Spain] and Ireland.

Hubbell also participates in joint ventures in [removed: Taiwan and] [added: Taiwan,] Hong [removed: Kong,] [added: Kong] and [added: Philippines, and] maintains offices in Singapore, [added: Italy,] China, India, Mexico, South [removed: Korea] [added: Korea, Chile,] and countries in the Middle East.

The Electrical segment [removed: (70%] [added: (69%] of consolidated revenues in [removed: 2016 and 2015] [added: 2017] and [removed: 71%] [added: 70%] in [removed: 2014)] [added: 2016 and 2015)] 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, as well as other electrical equipment.

There are also a variety of lighting fixtures, wiring devices and electrical products that have residential and utility [removed: applications.][added: applications, including residential products with Internet-of-Things ("IoT") enabled technologies.]

Special application products are [removed: sold] primarily [added: sold] through wholesale distributors to contractors, industrial customers and original equipment manufacturers (“OEMs”).

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

[removed: These] [added: Within the Electrical segment,] products include items such as:

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

| • | Bryant® | • | Wiegmann® | • | Haefely® | [added: •] | [added: iDevices®] | | |

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

| • | [removed: Hubbell Building Automation™ | • | Precision Paragon™ P2™] [added: Security Lighting™] | • | Progress Lighting Design® | • | [removed: Security Lighting Systems™] [added: Hubbell® Outdoor Lighting™] | • | [removed: Hubbell® Outdoor] [added: Architectural Area] Lighting™ | [added: | |]

| • | CMC® | • | Hawke™ | • | [removed: Chalmit®] [added: Chalmit™] | • | Vantage Technology® | • | Continental® |

| • | Austdac™ | [added: •] | [added: AEC™] | | | | | | |

The Power segment [removed: (30%] [added: (31%] of consolidated revenues in [removed: 2016 and 2015] [added: 2017] and [removed: 29%] [added: 30%] in [removed: 2014)] [added: 2016 and 2015)] consists of operations that design and manufacture various distribution, transmission, substation and telecommunications products primarily used by the electrical utility industry.

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

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

| • | [removed: Ohio Brass®] [added: Aclara®] | • | Chance® | • | Anderson® | • | PenCell® |

| • | Fargo® | • | Hubbell® | • | Polycast® | • | Opti-loop [removed: Design™] [added: Design®] |

| • | EMC™ | • | Longbow™ | [added: •] | [added: Ohio Brass®] | [added: •] | [added: Meramec®] |

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

As a percentage of total net sales, shipments from foreign operations directly to third parties were [removed: 10% in 2016,] 11% in [removed: 2015] [added: 2017, 10% in 2016] and [removed: 14%] [added: 11%] in [removed: 2014,] [added: 2015,] with the [removed: Canadian and] [added: Canadian,] UK [added: and Brazilian] operations representing approximately [removed: 33% and] [added: 31%,] 21%, [added: and 12%] respectively, of [removed: 2016] [added: 2017] total international net sales.

The Company does not have any customers whose annual consolidated purchases exceed 10 percent of our total net sales in [removed: 2016, 2015 nor 2014.][added: 2017, 2016 and 2015.]

Hubbell has approximately [removed: 1,700] [added: 1,800] active United States and foreign patents covering [removed: many] [added: a portion] of its products, which expire at various times.

Substantially all of the backlog existing at December 31, [removed: 2016] [added: 2017] is expected to be shipped to customers in [removed: 2017.][added: 2018.]

Backlog of orders believed to be firm at December 31, [removed: 2016] [added: 2017] was approximately [removed: $297.4] [added: $355.5] million compared to [removed: $319.4] [added: $297.4] million at December 31, [removed: 2015.][added: 2016.]

Expenses for research and development were approximately [removed: 2%] [added: 3%] of Cost of goods sold [removed: for each of the years 2016, 2015] [added: in 2017] and [removed: 2014.][added: 2% in 2016 and 2015.]

As of December 31, [removed: 2016,] [added: 2017,] Hubbell had approximately [removed: 17,400] [added: 17,700] salaried and hourly employees of which approximately [removed: 7,500] [added: 7,300] of these employees, or [removed: 43%,] [added: 42%,] are located in the United States.

Approximately [removed: 2,100] [added: 2,200] of these U.S. employees are represented by [removed: 15] [added: 11] labor unions.

| David G. Nord | [removed: 59] [added: 60] | Chairman of the Board, President and Chief Executive Officer | Present position since May 2014; President and Chief Executive Officer since January 2013; President and Chief Operating Officer from June 2012 to January 2013, and Senior Vice President and Chief Financial Officer from September 2005 to June 2012. Previously, various positions, including Vice President, Controller, of United Technologies and its subsidiaries, 2000-2005. | |

| William R. Sperry | [removed: 54] [added: 55] | Senior Vice President and Chief Financial Officer | Present position since June 6, 2012; Vice President, Corporate Strategy and Development August 15, 2008 to June 6, 2012; previously, Managing Director, Lehman Brothers August 2006 to April 2008, various positions, including Managing Director, of J.P. Morgan and its predecessor institutions, 1994-2006. | |

| Gerben W. Bakker | [removed: 52] [added: 53] | Group President, Power Systems | Present position since February 1, 2014; previously, Division Vice President, Hubbell Power Systems, Inc. (“HPS”) August 2009 - February 1, 2014; President, HPS Brazil June 2005 – July 2009; Vice President, Sourcing, HPS March 2004 – May 2005. | |

| Joseph A. Capozzoli | [removed: 42] [added: 43] | Vice [removed: President and] [added: President,] Controller | Present position since April 22, 2013; previously, Assistant Corporate Controller of Stanley Black & Decker, Inc. (“Stanley”) April 2011 to April 2013; Global Operations Controller at Stanley 2010-2011; Director of Cost Accounting at Stanley, 2006-2010. | |

| An-Ping Hsieh | [removed: 56] [added: 57] | Senior Vice President, General Counsel [added: and Secretary] | Present position since May [removed: 3, 2016;] [added: 2, 2017;] previously [added: Senior] Vice President, General [added: Counsel May 2016 - May 2017, Vice President, General] Counsel, September 2012 - May 2016; Vice President, Secretary and Associate General Counsel of United Technologies Corporation (“UTC”) February 2008 to September 2012; Vice President and General Counsel, UTC Fire and Security 2003-2008; Deputy General Counsel, Otis Elevator Company, a United Technologies company 2001-2003. | |

| Maria R. Lee | [removed: 41] [added: 42] | Treasurer and Vice President, Corporate Strategy and Investor Relations | Present position since January 1, 2016; previously Vice President, Corporate Strategy and Investor Relations, March 2015-December 2015; Director, Investor Relations of United Technologies Corporation (“UTC”) 2011-2012; various positions, including Director, Financial Planning & Analysis, North and South America Area, Otis Elevator Company, at UTC, 2006-2011; various positions at Duff & Phelps, Affiliated Managers Group, Inc., and Booz Allen Hamilton, 1997-2006. | |

| Stephen M. Mais | [removed: 52] [added: 53] | Senior Vice President, Human Resources | Present position since May 3, 2016, previously Vice President, Human Resources, August 2005 - May 2016; Director, Staffing and Capability, Pepsi Bottling Group (“Pepsi”) 2001-2005; Director, Human Resources Southeastern U.S., Pepsi 1997-2001. | |

| Kevin A. Poyck | [removed: 47] [added: 48] | Group President, Lighting | Present position since June 1, 2015; previously, Vice President, General Manager, Commercial and Industrial Lighting, Hubbell Lighting, Inc. ("HLI") 2014 - 2015; Vice President, Brand Management, Commercial and Industrial, HLI 2012-2014; Vice President, Operations, HLI 2009 - 2012; Vice President, Engineering, HLI 2005-2009. | |

| Rodd R. Ruland | [removed: 59] [added: 60] | Group President, Construction and Energy | Present position since June 1, 2015; previously, President, BURNDY LLC, Hubbell Canada (HCLP) & Hubbell de Mexico (HdM) 2012-2015; President, BURNDY LLC 2009-2012; Corporate Vice President & General Manager, Electrical Power Interconnect Division, FCI (BURNDY) 2003-2009, Director, Business Development 2001-2003; various positions in Sales & Marketing, Business Development, and General Management and TycoElectronics/AMP Incorporated 1979-2000. | |

| Darrin S. Wegman | [removed: 49] [added: 50] | Group President, Commercial and Industrial | Present position since June 1, 2015; previously, Vice President, General Manager, Wiring Device and Industrial Electrical business, 2013-2015; Vice President, Controller, Hubbell Incorporated, 2008-2013; Vice President and Controller, Hubbell Industrial Technology, 2002-2008; Controller, GAI-Tronics Corporation, 2000-2002. | |

There are no family relationships [removed: between] [added: among] any of the above-named executive [removed: officers.][added: officers and directors.]

Fast growing trends within the industry are the adoption of light emitting diode (“LED”) technology as the light source as well as products with embedded IoT technologies.

In 2017, the Company expanded its research and development capabilities in new technologies through the acquisition of iDevices, a developer with expertise in IoT technologies and a platform of IoT-enabled home automation products.

On February 2, 2018 the Company acquired Meter Readings Holding Group, LLC ("Aclara Technologies" or "Aclara") for approximately $1.1 billion.

Aclara is a provider of smart infrastructure solutions for electric, gas, and water utilities, with advanced metering solutions and grid monitoring sensor technology, as well as leading software enabled installation services.

The acquisition extends the Power segment's capabilities into smart automation technologies, accelerates ongoing innovation efforts to address utility customer demand for data and integrated solutions, and expands the segment's reach to a broader set of utility customers.

The following information applicable to all general categories is as of December 31, 2017, and does not include information relating to Aclara.

| (1) | As of February 15, 2018. |

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

industrial firms, construction and engineering firms.

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

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

10-K 1 [removed: hubb-20161231x10k.htm] [added: hubb-20171231x10k.htm] FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2016][added: 2017]

[removed: ][added: ]

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2016] [added: 2017] was [removed: $5,763,377,247*.][added: $6,149,647,615*.]

The number of shares outstanding of Hubbell Common Stock as of February [removed: 10, 2017] [added: 12, 2018] is [removed: 55,446,167.][added: 54,822,923.]

Portions of the definitive proxy statement for the annual meeting of shareholders scheduled to be held on May [removed: 3, 2017,] [added: 1, 2018,] to be filed with the Securities and Exchange Commission (the “SEC”), are incorporated by reference in answer to Part III of this Form 10-K.

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| [ITEM [removed: 14](#s92BF428044FE58BFB1DB91D6175833A3)] [added: 14](#s80FD8410D0CB5ACBA5DCF3275D7EDBC4)] | [Principal Accountant Fees and [removed: Services](#s92BF428044FE58BFB1DB91D6175833A3)] [added: Services](#s80FD8410D0CB5ACBA5DCF3275D7EDBC4)] | [removed: [82](#s92BF428044FE58BFB1DB91D6175833A3)] [added: [86](#s80FD8410D0CB5ACBA5DCF3275D7EDBC4)] |

| [ITEM [removed: 15](#s25E96033830E5904AEA65C59A557258D)] [added: 15](#sD8B9207CA0C452F8950FA62DD57A2CCD)] | [Exhibits and Financial Statement [removed: Schedule](#s25E96033830E5904AEA65C59A557258D)] [added: Schedule](#sD8B9207CA0C452F8950FA62DD57A2CCD)] | [removed: [83](#s25E96033830E5904AEA65C59A557258D)] [added: [87](#sD8B9207CA0C452F8950FA62DD57A2CCD)] |

| Emerging growth company ¨ | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ¨ | | | |

| [PART I](#s0CDDAEB6D17D575E9A6C32D3D1B63B5A) | | [3](#s0CDDAEB6D17D575E9A6C32D3D1B63B5A) |

| [PART II](#s6BBB587497215A95AD722E17D3247507) | | [15](#s6BBB587497215A95AD722E17D3247507) |

| [PART IV](#s37B4BC9E3558539880E2F7D6483A403C) | | [87](#s37B4BC9E3558539880E2F7D6483A403C) |

| [SIGNATURES](#s1EFB1C5FAD9C517F9E0D8EBA6FE0506E) | | [91](#s1EFB1C5FAD9C517F9E0D8EBA6FE0506E) |

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

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

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

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

None.

None

| | |

| --- | --- |

| HUBBELL INCORPORATED \- Form 10-K | 11 |

As of [removed: January] [added: December] 31, 2017, Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.

| | Canada | 1 | | 2 | | 178,700 | | [removed: 2,300] [added: 3,000] | |

| | Mexico | 1 | | 4 | | [removed: 828,800] [added: 828,600] | | [removed: 174,300] [added: 174,000] | |

| | Mexico | 1 | | 1 | | [removed: 167,300] [added: 167,400] | | [removed: 181,200] [added: 181,100] | |

| [removed: 12 |] HUBBELL INCORPORATED [removed: -] [added: \-] Form 10-K | [added: 13 |]

| Electrical segment | United States | 9 | | 25 | | 2,688,400 | | 1,921,200 | |

| | United Kingdom | 2 | | 3 | | 133,500 | | 57,500 | |

| Power segment (1) | United States | 1 | | 14 | | 2,708,900 | | 94,600 | |

| | China | — | | 3 | | — | | 262,500 | |

| TOTAL | | 16 | | 61 | | 7,181,000 | | 3,046,200 | |

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

| | Brazil | — | | 1 | | 105,900 | | — | |

| | Italy | — | | 1 | | — | | 8,100 | |

| | United Kingdom | 2 | | 3 | | 122,200 | | 64,600 | |

| Power segment | United States | 1 | | 14 | | 2,638,300 | | 149,700 | |

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

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

| [added: 14 |] HUBBELL INCORPORATED [removed: \-] [added: -] Form 10-K | [removed: 13 |]

The following [removed: tables provide] [added: table provides] information [removed: on market prices, dividends declared,] [added: about the] number of common [removed: shareholders, and repurchases by the Company of shares] [added: shareholders] of [removed: its] [added: the Company's] Class A common stock, Class B common stock, and the Common Stock resulting from the Reclassification.

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

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

| 2016 — Fourth quarter | [removed: | | — | | — | | | — | | — | | |] 119.05 | | 101.15 | |

| 2016 — Third quarter | [removed: | | — | | — | | | — | | — | | |] 109.33 | | 101.72 | |

| 2016 — Second quarter | [removed: | | — | | — | | | — | | — | | |] 111.23 | | 97.35 | |

| 2016 — First quarter | [removed: | | — | | — | | | — | | — | | |] 106.66 | | 83.16 | |

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

| Years Ended December 31, | [removed: | | 2016 | | 2015 | | | 2016 | | 2015 |] [added: 2017] | | 2016 | | [removed: 2015 | |]

| Fourth quarter | [removed: | | — | | 0.63 | | | — | | — |] [added: 0.77] | | 0.70 | | [removed: — | |]

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

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

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

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

| At December 31, | [added: 2017 | |] 2016 | | 2015 | | 2014 | | [removed: |] 2013 | | [removed: 2012 | | | | | | |]

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

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

| Common Stock | [removed: 2,003 |] [added: 1,811] | [removed: 2,548] | [added: 2,003] | [removed: —] | [added: 2,548] | | — | | — | | [removed: | | | | |]

In October [removed: 2016,] [added: 2017,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $0.63 to] $0.70 [added: to $0.77] per share per quarter.

The increased quarterly dividend payment commenced with the December 15, [removed: 2016] [added: 2017] payment made to the shareholders of record on November 30, [removed: 2016.][added: 2017.]

[removed: As of] [added: At] December 31, [removed: 2015,] [added: 2016,] we had [removed: $141.4 million of] [added: total] remaining share repurchase authorization [removed: under the share repurchase program authorized by our Board] of [removed: Directors on October 21, 2014 (the "October 2014 program") and $250] [added: $153.6] million [removed: of remaining share repurchase authorization] under the [removed: share] repurchase program authorized by our Board of Directors [removed: on] [added: in] August [removed: 23, 2015 (the "August 2015 program"), for a total remaining share repurchase authorization of $391.4 million.][added: 2015.]

The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2016,] [added: 2017,] with a cumulative total return on the (i) Standard & Poor’s MidCap 400 (“S&P MidCap [removed: 400”), (ii) The Weighted Average of Hubbell Class A and Class B common stock,] [added: 400”)] and (ii) the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).

As of December 31, [removed: 2016,] [added: 2017,] the DJUSEC reflects a group of fourteen company stocks in the electrical components and equipment market segment, and serves as the Company’s peer group for purposes of this graph.

The comparison assumes $100 was invested on December 31, [removed: 2011] [added: 2012] in the Company’s Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.

[removed: ][added: ]

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

| *$100 invested on [removed: 12/31/11] [added: 12/31/12] in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© [removed: 2017] [added: 2018] Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© [removed: 2017] [added: 2018] S&P Dow Jones Indices LLC, a division of S&P Global. All rights [removed: reserved] [added: reserved.] |

The following tables provide information about market prices of the Company's Common Stock and dividends declared.

| | | | | |

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

| | | | | |

| 2017 — Fourth quarter | 138.96 | | 114.68 | |

| 2017 — Third quarter | 121.43 | | 109.32 | |

| 2017 — Second quarter | 122.58 | | 109.50 | |

| 2017 — First quarter | 125.93 | | 115.08 | |

| | | | | | | | | | | |

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

| | | | | | | | | | | |

In 2017, the Company repurchased shares for an aggregate purchase price of $92.5 million and the August 2015 repurchase program expired in October, 2017.

On October 20, 2017, the Board of Directors approved a new stock repurchase program (the “October 2017 program”) that authorized the repurchase of up to $400 million of Common Stock and expires on October 20, 2020.

As of December 31, 2017, the entire $400 million remains authorized for repurchases under the October 2017 program.

| | | | | | | | | | | | | | | | | |

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

| 2015 — Fourth quarter (After the Reclassification) | | | — | | — | | | — | | — | | | 104.47 | | 99.60 | |

| 2015 — Fourth quarter (Prior to Reclassification) | | | 128.17 | | 108.12 | | | 100.73 | | 100.73 | | | — | | — | |

| 2015 — Third quarter | | | 122.02 | | 91.67 | | | 109.40 | | 109.40 | | | — | | — | |

| 2015 — Second quarter | | | 118.84 | | 105.48 | | | 112.84 | | 112.84 | | | — | | — | |

| 2015 — First quarter | | | 113.02 | | 104.50 | | | 117.03 | | 117.03 | | | — | | — | |

| | |

| --- | --- |

| 14 | HUBBELL INCORPORATED - Form 10-K |

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

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

Our remaining share repurchase authorization expires in October 2017.

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

| | | | | | | | | |

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

| | Total Number of Shares of Common Stock Purchased | | Average Price Paid Per Share of Common Stock | | | Approximate Value of Shares that May Yet Be Purchased Under the Programs | | |

| Period | (000’s) | | Share | | | (in millions) | | |

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

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

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

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

| TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2016 | — | | $ | — | | | | |

| OPERATIONS, years ended December 31, | [added: 2017 | | |] 2016 | | | 2015 | | | 2014 | | | 2013 | | | [removed: 2012 | | | |]

| Net sales | $ | [removed: 3,505.2] [added: 3,668.8] | | $ | [removed: 3,390.4] [added: 3,505.2] | | $ | [removed: 3,359.4] [added: 3,390.4] | | $ | [removed: 3,183.9] [added: 3,359.4] | | $ | [removed: 3,044.4 |] [added: 3,183.9] | |

| Gross profit | $ | [removed: 1,100.7] [added: 1,151.9] | | $ | [removed: 1,091.8] [added: 1,100.7] | | $ | [removed: 1,109.0] [added: 1,091.8] | | $ | [removed: 1,070.5] [added: 1,109.0] | | $ | [removed: 1,012.2 |] [added: 1,070.5] | |

| Operating income | $ | [removed: 477.8] [added: 503.7] | | $ | [removed: 474.6] [added: 477.8] | | $ | [removed: 517.4] [added: 474.6] | | $ | [removed: 507.6] [added: 517.4] | | $ | [removed: 471.8 |] [added: 507.6] | |

| Adjusted operating income (1) | $ | [removed: 512.8] [added: 534.1] | | $ | [removed: 513.5] [added: 512.8] | | $ | [removed: 522.5] [added: 513.5] | | $ | [removed: 507.6] [added: 522.5] | | $ | [removed: 471.8 |] [added: 507.6] | |

| Operating income as a % of sales | [removed: 13.6] [added: 13.7] | | % | [removed: 14.0] [added: 13.6] | | % | [removed: 15.4] [added: 14.0] | | % | [removed: 15.9] [added: 15.4] | | % | [removed: 15.5] [added: 15.9] | | % | [removed: |]

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

| Net income attributable to Hubbell [added: (2)] | $ | [removed: 293.0] [added: 243.1] | | $ | [removed: 277.3] [added: 293.0] | | $ | [removed: 325.3] [added: 277.3] | | $ | [removed: 326.5] [added: 325.3] | | $ | [removed: 299.7 |] [added: 326.5] | |

| Net income attributable to Hubbell as a % of net sales | [removed: 8.4] [added: 6.6] | | % | [removed: 8.2] [added: 8.4] | | % | [removed: 9.7] [added: 8.2] | | % | [removed: 10.3] [added: 9.7] | | % | [removed: 9.8] [added: 10.3] | | % | [removed: |]

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

| Earnings per share — diluted | $ | [removed: 5.24] [added: 4.39] | | $ | [removed: 4.77] [added: 5.24] | | $ | [removed: 5.48] [added: 4.77] | | $ | [removed: 5.47] [added: 5.48] | | $ | [removed: 5.00 |] [added: 5.47] | |

| Adjusted earnings per share [removed: -] [added: —] diluted (1) | $ | [removed: 5.66] [added: 5.93] | | $ | [removed: 5.52] [added: 5.66] | | $ | [removed: 5.54] [added: 5.52] | | $ | [removed: 5.47] [added: 5.54] | | $ | [removed: 5.00 |] [added: 5.47] | |

| Cash dividends declared per common share | $ | [removed: 2.59] [added: 2.87] | | $ | [removed: 2.31] [added: 2.59] | | $ | [removed: 2.06] [added: 2.31] | | $ | [removed: 1.85] [added: 2.06] | | $ | [removed: 1.68 |] [added: 1.85] | |

| Average number of common shares outstanding — diluted | [added: 55.1 | | |] 55.7 | | | 58.0 | | | 59.2 | | | 59.6 | | | [removed: 59.8 | | | |]

| Cost of acquisitions, net of cash acquired | $ | [removed: 173.4] [added: 184.1] | | $ | [removed: 163.4] [added: 173.4] | | $ | [removed: 183.8] [added: 163.4] | | $ | [removed: 96.5] [added: 183.8] | | $ | [removed: 90.7 |] [added: 96.5] | |

| FINANCIAL POSITION, AT YEAR-END | | | | | | | | | | | | | | | | [removed: |]

| Working capital [removed: (2)] [added: (3)] | $ | [removed: 961.7] [added: 898.0] | | $ | [removed: 784.7] [added: 961.7] | | $ | [removed: 1,130.3] [added: 784.7] | | $ | [removed: 1,165.4] [added: 1,130.3] | | $ | [removed: 1,008.9 |] [added: 1,165.4] | |

| Total assets | $ | [removed: 3,525.0] [added: 3,720.6] | | $ | [removed: 3,208.7] [added: 3,525.0] | | $ | [removed: 3,320.1] [added: 3,208.7] | | $ | [removed: 3,184.0] [added: 3,320.1] | | $ | [removed: 2,943.3 |] [added: 3,184.0] | |

| Total debt | $ | [removed: 993.7] [added: 1,055.2] | | $ | [removed: 644.1] [added: 993.7] | | $ | [removed: 596.3] [added: 644.1] | | $ | [removed: 594.3] [added: 596.3] | | $ | [removed: 593.0 |] [added: 594.3] | |

| Total Hubbell shareholders’ equity | $ | [removed: 1,592.8] [added: 1,634.2] | | $ | [removed: 1,740.6] [added: 1,592.8] | | $ | [removed: 1,927.1] [added: 1,740.6] | | $ | [removed: 1,906.4] [added: 1,927.1] | | $ | [removed: 1,661.2 |] [added: 1,906.4] | |

| NUMBER OF EMPLOYEES, AT YEAR-END | [added: 17,700 | | |] 17,400 | | | 16,200 | | | 15,400 | | | 14,300 | | | [removed: 13,600 | | | |]

(1) The selected non-GAAP measures of adjusted operating income, adjusted operating income as a percent of sales (adjusted operating margin), [added: adjusted net income attributable to Hubbell, adjusted net income attributable to Hubbell as a percent of net sales,] and adjusted earnings per share-diluted should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations".

[removed: (2)] [added: (3)] Defined as current assets less current liabilities.

| | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | |

| Adjusted net income attributable to Hubbell (1) | $ | 328.0 | | $ | 316.8 | | $ | 321.0 | | $ | 328.8 | | $ | 326.5 | |

| Adjusted net income attributable to Hubbell as a % of net sales (1) | 8.9 | | % | 9.0 | | % | 9.5 | | % | 9.8 | | % | 10.3 | | % |

(2) Net income in 2017 includes approximately $57 million, or $1.02 per share, impact associated with the TCJA.

| | | | | | | | | | | | | | | | | |

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

| [Reports of [removed: Management](#sA474EC4C76D458C987304F02260BE70C)] [added: Management](#s83C2CB51FFB25A75B223A6E7973CBDDB)] | [removed: [37](#sA474EC4C76D458C987304F02260BE70C)] [added: [39](#s83C2CB51FFB25A75B223A6E7973CBDDB)] |

| [Report of Independent Registered Public Accounting [removed: Firm](#s749C6B949449599291872745D4919F00)] [added: Firm](#s849FA38D2ACA5A798C7D66F387B3EEAB)] | [removed: [38](#s749C6B949449599291872745D4919F00)] [added: [40](#s849FA38D2ACA5A798C7D66F387B3EEAB)] |

| [Consolidated Statement of [removed: Income](#sDD46ED06EE78598E8FA3023B7120D04B)] [added: Income](#s8F84553085CB5757A17788A319D444C3)] | [removed: [39](#sDD46ED06EE78598E8FA3023B7120D04B)] [added: [41](#s8F84553085CB5757A17788A319D444C3)] |

| [Consolidated Statement of Comprehensive [removed: Income](#sD3052B58790E53CE92B4A8C067A36772)] [added: Income](#s7EAA2C93D3C45885B34621DEA0DF0E77)] | [removed: [39](#sD3052B58790E53CE92B4A8C067A36772)] [added: [41](#s7EAA2C93D3C45885B34621DEA0DF0E77)] |

| [Consolidated Balance [removed: Sheet](#sC9B94E6B076E57BEAB8DC37233FAEDCB)] [added: Sheet](#s61C14B9D409B5C9C91494154A6C4FE77)] | [removed: [40](#sC9B94E6B076E57BEAB8DC37233FAEDCB)] [added: [42](#s61C14B9D409B5C9C91494154A6C4FE77)] |

| [Consolidated Statement of Cash [removed: Flows](#sCE1A679C360D5959A06B89E4F4F16D0C)] [added: Flows](#s43632EA226765008ADE30D36F247DCD4)] | [removed: [41](#sCE1A679C360D5959A06B89E4F4F16D0C)] [added: [43](#s43632EA226765008ADE30D36F247DCD4)] |

| [Consolidated Statement of Changes in [removed: Equity](#s705DB714FC945701B845FFD5719E93ED)] [added: Equity](#s140C1EA688F65FD0B0F65340D135912C)] | [removed: [42](#s705DB714FC945701B845FFD5719E93ED)] [added: [44](#s140C1EA688F65FD0B0F65340D135912C)] |

| [Notes to Consolidated Financial [removed: Statements](#s3FF657653D765A9099702B6B4A4F2220)] [added: Statements](#s87E8912E178D55AB8CE79A691916E1F7)] | [removed: [43](#s3FF657653D765A9099702B6B4A4F2220)] [added: [45](#s87E8912E178D55AB8CE79A691916E1F7)] |

| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#s3EEF0D6EB530593CAFA0D3D3F191ADF6)] [added: II)](#s04F12A48355B5E8BA7415FF48AA31A48)] | [removed: [87](#s3EEF0D6EB530593CAFA0D3D3F191ADF6)] [added: [92](#s04F12A48355B5E8BA7415FF48AA31A48)] |

| [removed: 36 |] HUBBELL INCORPORATED [removed: -] [added: \-] Form 10-K | [added: 52 |]

Our Board of Directors normally meets [removed: nine] [added: ten] times per year to provide oversight, to review corporate strategies and operations, and to assess management’s conduct of the business.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, [removed: 2016.][added: 2017.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] 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.

| [added: 78 |] HUBBELL INCORPORATED [removed: \-] [added: -] Form 10-K | [removed: 37 |]

To the Board of Directors and Shareholders of Hubbell [removed: Incorporated:][added: Incorporated]

In our opinion, the consolidated financial statements [removed: listed in the accompanying index] [added: referred to above] present fairly, in all material respects, the financial position of [removed: Hubbell Incorporated and its subsidiaries (the “Company”) at] [added: the Company as of] December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2016] [added: 2017] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016] [added: 2017,] based on criteria established in Internal Control - Integrated Framework [removed: (2013 framework)] [added: (2013)] issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

The Company's management is responsible for these [removed: financial statements and] [added: consolidated] financial [removed: statement schedule,] [added: statements,] for maintaining effective internal control over financial [removed: reporting] [added: 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 [removed: these financial statements, on] the [added: Company’s consolidated] financial [removed: statement schedule,] [added: statements] and on the Company's internal control over financial reporting based on our [removed: integrated] audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

| (in millions, except per share amounts) | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | |

| Net sales | $ | [removed: 3,505.2] [added: 3,668.8] | | $ | [removed: 3,390.4] [added: 3,505.2] | | $ | [removed: 3,359.4] [added: 3,390.4] | |

| Cost of goods sold | [removed: 2,404.5] [added: 2,516.9] | | | [removed: 2,298.6] [added: 2,404.5] | | | [removed: 2,250.4] [added: 2,298.6] | | |

| Gross profit | [removed: 1,100.7] [added: 1,151.9] | | | [removed: 1,091.8] [added: 1,100.7] | | | [removed: 1,109.0] [added: 1,091.8] | | |

| Selling & administrative expenses | [removed: 622.9] [added: 648.2] | | | [removed: 617.2] [added: 622.9] | | | [removed: 591.6] [added: 617.2] | | |

| Operating income | [removed: 477.8] [added: 503.7] | | | [removed: 474.6] [added: 477.8] | | | [removed: 517.4] [added: 474.6] | | |

| Interest expense | [removed: (43.4] [added: (44.9] | | ) | [removed: (31.0] [added: (43.4] | | ) | [removed: (31.2] [added: (31.0] | | ) |

| Investment income | [removed: 0.5] [added: 0.9] | | | 0.5 | | | [removed: 1.1] [added: 0.5] | | |

| Other expense, net | [removed: (4.5] [added: (6.5] | | ) | [removed: (25.5] [added: (4.5] | | ) | [removed: (1.8] [added: (25.5] | | ) |

| Total other expense | [removed: (47.4] [added: (60.6] | | ) | [removed: (56.0] [added: (47.4] | | ) | [removed: (31.9] [added: (56.0] | | ) |

| Income before income taxes | [removed: 430.4] [added: 443.1] | | | [removed: 418.6] [added: 430.4] | | | [removed: 485.5] [added: 418.6] | | |

| Provision for income taxes | [removed: 132.6] [added: 193.2] | | | [removed: 136.5] [added: 132.6] | | | [removed: 158.3] [added: 136.5] | | |

| Net income | [removed: 297.8] [added: 249.9] | | | [removed: 282.1] [added: 297.8] | | | [removed: 327.2] [added: 282.1] | | |

| Less: Net income attributable to noncontrolling interest | [removed: 4.8] [added: 6.8] | | | 4.8 | | | [removed: 1.9] [added: 4.8] | | |

| NET INCOME ATTRIBUTABLE TO HUBBELL | $ | [removed: 293.0] [added: 243.1] | | $ | [removed: 277.3] [added: 293.0] | | $ | [removed: 325.3] [added: 277.3] | |

| Basic | $ | [removed: 5.26] [added: 4.42] | | $ | [removed: 4.79] [added: 5.26] | | $ | [removed: 5.51] [added: 4.79] | |

| Diluted | $ | [removed: 5.24] [added: 4.39] | | $ | [removed: 4.77] [added: 5.24] | | $ | [removed: 5.48] [added: 4.77] | |

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Hubbell Incorporated and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2017 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinions

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

February 15, 2018

We have served as the Company's auditor since at least 1961.

We have not determined the specific year we began serving as auditor of the Company.

| Loss on extinguishment of debt | (10.1 | | ) | — | | | — | | |

| (In millions) | 2017 | | | 2016 | | | 2015 | | |

| Net income | $ | 249.9 | | $ | 297.8 | | $ | 282.1 | |

| Loss on extinguishment of debt | 10.1 | | | — | | | — | | |

| Other, net | 3.3 | | | 6.3 | | | 0.9 | | |

| Extinguishment of long-term debt | (300.0 | | ) | — | | | — | | |

| Make whole payment for extinguishment of long-term debt | (9.9 | | ) | — | | | — | | |

| Other | (10.0 | | ) | (8.9 | | ) | (7.3 | | ) |

| Net income | | | | | | | | | | | | | 243.1 | | | | | | 243.1 | | | 6.8 | | |

| Cash dividends declared ($2.87 per share) | | | | | | | | | | | | | (157.9 | | ) | | | | (157.9 | | ) | | | |

| Director's deferred compensation | | | | | | | | | | 0.5 | | | | | | | | | 0.5 | | | | | |

| BALANCE AT DECEMBER 31, 2017 | $ | — | | $ | — | | $ | 0.6 | | $ | 11.0 | | $ | 1,892.4 | | $ | (269.8 | ) | $ | 1,634.2 | | $ | 13.7 | |

The Company amortizes intangible assets with definite lives using either an accelerated method that reflects the pattern in which economic benefits of the intangible assets are consumed and results in higher amortization in the earlier years of the assets useful life, or using a straight line method.

Approximately 60% of the gross value of definite-lived intangible assets follow an accelerated amortization method.

We have accounted for the estimated impact of the TCJA based on the guidance outlined in SAB 118.

The accounting for the income tax effects of the TCJA may include provisional amounts during the one-year measurement period from the date of enactment.

Accordingly, the Company has included in the current period financial statements a provisional amount with respect to the deemed repatriation provisions of the TCJA, the revaluation of U.S. deferred taxes and the U.S. and foreign tax costs associated with anticipated remittances related to certain of our outside basis differences.

We have also included provisional amounts with respect to those states with current conformity to the Internal Revenue Code all of which will be subject to change during the measurement period.

The TCJA also contains a new tax law that may subject the Company to a tax on Global Intangible Low-Taxed Income (GILTI), beginning in 2018.

GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

The FASB has provided that Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences, including outside basis differences, expected to reverse as GILTI.

We have elected to account for GILTI as a period cost.

See Note 12 — Income Taxes for additional information.

In addition to providing defined benefit pension benefits, the Company

The Company adopted ASU 2016-09 relating to the accounting for share-based payments on January 1, 2017.

The standard requires that differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company's tax return be recoded as a component of income tax expense.

In response to the TCJA, which was signed into law on December 22, 2017, the Securities and Exchange Commission’s Office of the Chief Accountant published SAB 118.

SAB 118 addresses the requirements to account for the impact of a change in tax law or tax rates in the period of enactment.

Specifically, SAB 118 provides guidance for issuers that are not able to complete the accounting for the income tax effects of the TCJA by the time financial statements are issued for the reporting period that includes the enactment date (“enactment period financials”).

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.

February 16, 2017

| Tax benefit on stock-based awards | (4.2 | | ) | (2.3 | | ) | (9.2 | | ) |

| Other, net | 6.5 | | | 1.3 | | | 1.0 | | |

| Proceeds from exercise of stock options | — | | | — | | | 2.4 | | |

| Tax benefit on stock-based awards | 4.2 | | | 2.3 | | | 9.2 | | |

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

| 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 | | |

| Income tax windfall from stock-based awards, net | | | | | | | | | | 9.2 | | | | | | | | | 9.2 | | | | | |

| Cash dividends declared ($2.06 per Class A & B shares) | | | | | | | | | | | | | (121.4 | | ) | | | | (121.4 | | ) | | | |

and title and risk of loss have been transferred.

Hubbell shareholders’ equity.

depreciated over their estimated useful lives, principally using accelerated methods.

determination of fair value and/or goodwill impairment for each reporting unit.

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.

See also Note 12 — Income Taxes.

Differences between the deferred tax assets recognized for financial

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.

This update is effective for fiscal years beginning after December 15, 2016 with early adoption permitted.

The Company is currently assessing the impact of adopting this standard on its financial statements.

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.

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.

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.

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.

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

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

| Goodwill | 70.0 | | |

| | 593.4 | | | 609.7 | | |

| BALANCE AT DECEMBER 31, 2014 | $ | 568.9 | | $ | 305.8 | | $ | 874.7 | |

| Current year acquisitions | 43.3 | | | 12.0 | | | 55.3 | | |

Management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] are included in Item 8 of this Annual Report on Form 10-K.

| [removed: 80] [added: 84] | HUBBELL INCORPORATED - Form 10-K |

The following table provides information as of December 31, [removed: 2016] [added: 2017] with respect to the Company’s common stock that may be issued under the Company’s equity compensation plans (in thousands, except per share amounts):

| Equity Compensation Plans Approved by Shareholders(a) | [removed: 2,209] [added: 2,528] | | (c)(e) | $ | [removed: 94.51] [added: 103.60] | | (f) | [removed: 3,194] [added: 2,609] | | (c) |

| Equity Compensation Plans Not Requiring Shareholder Approval(b) | [removed: 63] [added: 66] | | (c)(d) | — | | | | [removed: 165] [added: 161] | | (c) |

| (e) | Includes [removed: 398] [added: 486] thousand performance share awards assuming a maximum payout target. The Company does not anticipate that the maximum payout target will be achieved for all of these awards. |

The remaining information required by this item is incorporated by reference to the subheading “Voting Rights and Security Ownership of Certain Beneficial Owners and Management” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May [removed: 3, 2017.][added: 1, 2018.]

| (1) | Certain of the information required by this item regarding executive officers is included under the subheading “Executive Officers of the Registrant” at the end of Part I of this Form 10-K and the remaining required information is incorporated by reference to the subheadings [removed: “Item 1 – Election] [added: “Election] of [removed: Directors,“General] [added: Directors] – [added: Proposal 1," “General –] Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance – Code of Business Conduct and Ethics,” and “Corporate Governance – Board Committees – Audit Committee” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May [removed: 3, 2017.] [added: 1, 2018.] |

| (2) | The information required by this item is incorporated by reference to the subheadings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Compensation of Directors” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May [removed: 3, 2017.] [added: 1, 2018.] |

| HUBBELL INCORPORATED \- Form 10-K | [removed: 81] [added: 85] |

| TOTAL | 2,594 | | | $ | 103.60 | | | 2,770 | | |

| TOTAL | 2,272 | | | $ | 94.51 | | | 3,359 | | |

| (3) | The information required by this item is incorporated by reference to the subheadings “General – Review and Approval of Related Person Transactions” and “Corporate Governance – Director Independence” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May [removed: 3, 2017.] [added: 1, 2018.] |

| (4) | The information required by this item is incorporated by reference to the heading [removed: “Item 2 – Ratification] [added: “Ratification] of the Selection of Independent Registered Public Accounting [removed: Firm”] [added: Firm – Proposal 2”] of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May [removed: 3, 2017.] [added: 1, 2018.] |

| [removed: 82] [added: 86] | HUBBELL INCORPORATED - Form 10-K |

| 3.1 | [removed: Amended] [added: [Amended] and Restated Certificate of Incorporation, as amended and restated as of December 23, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/48898/000119312515412157/d110579dex31.htm)] | 8-A12B | 001-02958 | 3.1 | 12/23/2015 | |

| 3.2 | [removed: Amended] [added: [Amended] and Restated By-Laws of Hubbell Incorporated, as amended on May 7, [removed: 2013] [added: 2013](http://www.sec.gov/Archives/edgar/data/48898/000129993313000873/exhibit1.htm)] | 8-K | 001-02958 | 3.1 | 5/10/2013 | |

| 4.1 | [removed: Senior] [added: [Senior] Indenture, dated as of September 15, 1995, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.(successor as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as [removed: trustee] [added: trustee](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt)] | S-4 | 333-90754 | 4a | 6/18/2002 | |

| 4.2 | [removed: First] [added: [First] Supplemental Indenture, dated as of June 2, 2008, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.(successor as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee, including the form of 5.95% Senior Notes due [removed: 2018] [added: 2018](http://www.sec.gov/Archives/edgar/data/48898/000095012308006440/y59768exv4w2.htm)] | 8-K | 001-02958 | 4.2 | 6/2/2008 | |

| 4.3 | [removed: Second] [added: [Second] Supplemental Indenture, dated as of November 17, 2010, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.(successor as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee, including the form of 3.625% Senior Notes due [removed: 2022] [added: 2022](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm)] | 8-K | 001-02958 | 4.2 | 11/17/2010 | |

| 4.4 | [removed: Third] [added: [Third] Supplemental Indenture, dated as of March 1, 2016, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as [removed: trustee] [added: trustee](http://www.sec.gov/Archives/edgar/data/48898/000119312516488289/d151361dex42.htm)] | 8-K | 001-02958 | 4.2 | 3/1/2016 | |

| 4.5 | [removed: Form] [added: [Form] of 3.350% Senior Notes due [removed: 2026] [added: 2026](http://www.sec.gov/Archives/edgar/data/48898/000119312516488289/d151361dex42.htm)] | 8-K | 001-02958 | 4.3 | 3/1/2016 | |

| [removed: 4.6] [added: 4.10] | [removed: Second] [added: [Second] Amended and Restated Rights Agreement, dated as of December 23, 2015, between Hubbell Incorporated and Computershare, Inc. (successor to Mellon Investor Services LLC and ChaseMellon Shareholder Services, L.L.C.), as Rights [removed: Agent] [added: Agent](http://www.sec.gov/Archives/edgar/data/48898/000119312515412157/d110579dex41.htm)] | 8-A12B | 001-02958 | 4.1 | 12/23/2015 | |

| 10.1† | [removed: Hubbell] [added: [Hubbell] Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wa.htm)] | 10-Q | 001-02958 | 10a | 10/26/2007 | |

| 10.1(a)† | [removed: Amendment,] [added: [Amendment,] dated February 15, 2008, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012308002047/y49936exv10wnn.htm)] | 10-K | 001-02958 | 10.nn | 2/25/2008 | |

| [added: 88 |] HUBBELL INCORPORATED [removed: \-] [added: -] Form 10-K | [removed: 83 |]

| 10.1(b)† | [removed: Amendment,] [added: [Amendment,] dated December 28, 2010, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wawx1y.htm)] | 10-K | 001-02958 | 10a(1) | 2/16/2011 | |

| 10.1(c)† | [removed: Third] [added: [Third] Amendment, dated December 29, 2016, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex101c.htm)] | [added: 10-K] | [added: 001-02958] | [added: 10.1(c)] | [added: 2/16/2017] | [removed: *] |

| 10.2† | [removed: Hubbell] [added: [Hubbell] Incorporated Retirement Plan for Directors, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wi.htm)] | 10-Q | 001-02958 | 10i | 10/26/2007 | |

| 10.3† | [removed: Hubbell] [added: [Hubbell] Incorporated Deferred Compensation Plan for Directors, as amended and restated effective December 23, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/48898/000119312515413314/d110066dex44.htm)] | [removed: S-8] [added: S-8POS] | 333-206898 | 4.4 | 12/24/2015 | |

| 10.4† | [removed: Hubbell] [added: [Hubbell] Incorporated Executive Deferred Compensation Plan, as amended and restated effective January 1, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex105.htm)] | 10-K | 001-02958 | 10.5 | 2/18/2016 | |

| 10.5† | [removed: Hubbell] [added: [Hubbell] Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10ww.htm)] | 10-Q | 001-02958 | 10w | 10/26/2007 | |

| 10.5(a)† | [removed: Amendment,] [added: [Amendment,] dated December 28, 2010, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wwwx1y.htm)] | 10-K | 001-02958 | 10w(1) | 2/16/2011 | |

| 10.5(b)† | [removed: Second] [added: [Second] Amendment, dated January 17, 2017, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex105b.htm)] | [added: 10-K] | [added: 001-02958] | [added: 10.5(b)] | [added: 2/16/2017] | [removed: *] |

| 10.6† | [removed: Hubbell] [added: [Hubbell] Incorporated Incentive Compensation Plan, adopted effective January 1, [removed: 2002] [added: 2002](http://www.sec.gov/Archives/edgar/data/48898/000095012302002711/y57922ex10-z.htm)] | 10-K | 001-02958 | 10z | 3/20/2002 | |

| 10.7† | [removed: Hubbell] [added: [Hubbell] Incorporated Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/48898/000129993316002412/exhibit1.htm)] | 8-K | 001-02958 | 10.1 | 5/9/2016 | |

| 10.8† | [removed: Hubbell] [added: [Hubbell] Incorporated 2005 Incentive Award Plan, as amended and restated effective December 6, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/48898/000162828016021967/a2005iapamended1206161.htm)] | 8-K | 001-02958 | 10.1 | 12/12/2016 | |

| 10.8(a)† | [removed: Amendment,] [added: [Amendment,] dated December 23, 2015, to the Hubbell Incorporated 2005 Incentive Award [removed: Plan] [added: Plan](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex109a.htm)] | 10-K | 001-02958 | 10.9(a) | 2/18/2016 | |

| 10.9† | [removed: Form] [added: [Form] of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated] [added: restated](http://www.sec.gov/Archives/edgar/data/48898/000130817913000279/exhibit10_8.htm)] | 10-Q | 001-02958 | 10.8 | 7/19/2013 | |