Hubbell (HUBB) 10-K risk factor changes: FY2018 vs FY2017

The success of new product introductions is dependent on a number of factors, including, but not limited to, timely and successful development of new products, [added: including software development,] market acceptance of these products and the Company’s ability to manage the risks associated with these introductions.

These risks include [added: development and] production capabilities, management of inventory levels to support anticipated demand, the risk that new products may have quality defects in the early stages of introduction, and obsolescence risk of existing products.

We may not be able to successfully implement initiatives, including our restructuring [removed: activities,] [added: activities] that improve productivity and streamline operations to control or reduce costs.

We also purchase certain electrical and electronic components, including [removed: solenoids,lighting] [added: solenoids, lighting] ballasts, printed circuit [removed: boards and] [added: boards,] integrated circuit chips and cord sets from a number of suppliers.

We are subject to risks surrounding our information technology systems failures, [removed: network, disruptions and] [added: network disruptions,] breaches in data [removed: security.][added: security and compliance with data privacy laws or regulations.]

Although our information technology systems are protected with robust backup and security systems, these systems are still susceptible to cyber threats, [removed: outages due to fire, floods, power loss, telecommunications failures, viruses,] [added: malware, phishing attacks,] break-ins and similar events, [removed: or] breaches of physical [removed: security.][added: security or tampering and manipulation of these systems by employees or unauthorized third parties.]

A failure of our information technology systems could [removed: impact] [added: adversely affect] our ability to process orders, maintain proper levels of inventory, collect accounts receivable and pay expenses; all of which could have an adverse effect on our results of operations, financial condition and cash flows.

In addition, security breaches could result in unauthorized disclosure of confidential information that may result in financial or reputational damage to the [removed: Company.][added: Company, as well as expose the Company to litigation and regulatory enforcement actions.]

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

The legislation [removed: could] also [removed: be] [added: remains] subject to potential amendments and technical corrections, any of which could lessen or increase certain impacts of the legislation.

See Note [removed: 12] [added: 13] — Income Taxes in the Notes to Consolidated Financial Statements for additional information.

Significant developments [removed: stemming] from the recent [added: and potential changes in] U.S. [removed: federal elections] [added: trade policies] could have a material adverse effect on us.

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

We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 40%] [added: 38%] of our net sales.

Our international operations accounted for approximately [removed: 11%] [added: 10%] of our net sales in [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $1.5] [added: $2.6] billion.

We are highly dependent on various software and information technology systems to record and process operational, human resources and financial transactions.

Information security risks also exist with respect to the use of portable electronic devices, such as smartphones and laptops, which are particularly vulnerable to loss and theft.

Hubbell may also be subject to disruptions of any of our systems and our vendor's systems arising from events that are wholly or partially beyond our control, such as natural disasters, acts of terrorism, cyber-attacks, computer viruses, and electrical/telecommunications outages or failures.

All of these risks are also applicable where Hubbell relies on outside vendors to provide services, which may operate in an on-line, or “cloud,” environment.

Hubbell also provides customers with solutions that include software components that allow for the control and/or the communication of data from those solutions to Hubbell or customer systems.

In addition to the risks noted above, there are other risks associated with these solutions.

For example, control and/or data from these solutions may be integral to a customer's operations.

A failure of our technology to operate as designed or as a result of cyber threats could impact those operations, including by loss or destruction of data.

Likewise, a customer’s failure to properly configure its own network are outside of the Company’s control and could result in a failure in functionality or security of our technology.

Hubbell is also subject to an increasing number of evolving data privacy and security laws and regulations that impose requirements on the Company and our technology prior to certain use or transfer, storing, processing, disclosure, and protection of data and prior to sale or use of certain technologies.

Failure to comply with such laws and regulations could result in the imposition of fines, penalties and other costs.

For example, the European Union’s implementation of the General Data Protection Regulation in 2018, the European Union’s pending ePrivacy Regulation, and California’s implementation of its Consumer Privacy Act of 2018 and Connected Device Privacy Act of 2018 all could disrupt our ability to sell products and solutions or use and transfer data because such activities may not be in compliance with applicable law in certain jurisdictions.

System failures, ineffective system implementation or disruptions, failure to comply with data privacy and security laws or regulations, IT system risk arising from the Company's acquisition activity or the compromise of security with respect to internal or external systems or portable electronic devices could damage the Company’s systems or infrastructure, subject us to liability claims, or regulatory fines, penalties, or intervention, harm our reputation, interrupt our operations, disrupt customer operations, and adversely affect the Company’s internal control over financial reporting, business, financial condition, results of operations, or cash flows.

Throughout 2018, the U.S. Treasury and the Internal Revenue Service (“IRS”) issued numerous and complex proposed and final regulations, and related guidance on various aspects of the TCJA.

However, many of the provisions of TCJA remain unclear and subject to interpretation.

Further, state taxing authorities continue to enact legislation and issue guidance on the state impacts of TCJA.

The U.S. government has announced and, in some cases, implemented a new approach to trade policy, including renegotiating, or potentially terminating, certain existing bilateral or multi-lateral trade agreements, such as the North American Free Trade Agreement ("NAFTA") or its anticipated successor agreement, the U.S.-Mexico-Canada Agreement, which is still subject to approval by the United States, Mexico and Canada, and proposed trade agreements, like the Trans-Pacific Partnership ("TPP"), which the United States has formally withdrawn from, as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum.

We rely on materials, components and finished goods, such as steel and aluminum, that are sourced from or manufactured in foreign countries, including China and Mexico.

These tariffs and potential tariffs have resulted or may result in increased prices for these imported goods and materials and, in some cases, may result or have resulted in price increases for domestically sourced goods and materials.

Changes in U.S. trade policy have resulted and could result in additional reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import goods and materials from those countries.

These measures could also result in increased costs for goods imported into the U.S. or may cause us to adjust our worldwide supply chain.

Either of these could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.

Various countries, and regions, including, without limitation, China, Mexico, Canada and Europe, have announced plans or intentions to impose or have imposed tariffs on a wide range of U.S. products in retaliation for new U.S. tariffs.

These actions could, in turn, result in additional tariffs being adopted by the U.S. These conditions and future actions could have a significant adverse effect on world trade and the world economy.

To the extent that trade tariffs and other restrictions imposed by the United States increase the price of, or limit the amount of, raw materials and finished goods imported into the United States, the costs of our raw materials may be adversely affected and the demand from our customers for products and services may be diminished, which could adversely affect our revenues and profitability.

We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our business.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.

The uncertainty surrounding the implementation and effect of Brexit and related negative developments in the European Union could adversely affect our business, financial condition and results of operations.

In 2016, the United Kingdom voted to leave the European Union (“EU”) (commonly referred to as “Brexit”).

As a result of the referendum, a complex and uncertain process of negotiation is now taking place to determine the future terms of the UK’s relationship with the EU, with the UK currently due to exit the EU on March 29, 2019.

We conduct business in both the UK and EU and shipments from our UK subsidiaries represented 3% and 2% of our total net sales in 2018 and 2017, respectively.

The long-term nature of the UK’s relationship with the EU is unclear and there is considerable uncertainty when, or if, any withdrawal agreement or long-term relationship strategy, including trade deals, will be agreed to and implemented by the UK and the EU.

Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions and regulatory agencies.

Brexit could also have the effect of disrupting the free movement of goods, services, and people between the UK, the EU and elsewhere.

There can be no assurance that any or all of these events, or others that we cannot anticipate at this time, will not have a material adverse effect on our business, financial condition and results of operations.

Uncertainty about the future of the London Interbank Offer Rate ("LIBOR") may adversely affect our business and financial results.

Our 2018 Credit Facility and Term Loan Agreement use LIBOR as a reference rate, such that the interest due pursuant to such loans may be calculated using LIBOR plus an applicable margin (determined by reference to a ratings based grid) or the alternate base rate.

In July 2017, the UK’s Financial Conduct Authority, which regulates LIBOR, announced its intent to phase out LIBOR by the end of 2021.

It is not possible to predict the effect of this announcement, including whether LIBOR will continue in place, and if so what changes will be made to it, what alternative reference rates may replace LIBOR in use going forward, and how LIBOR will be determined for purposes of loans, securities and derivative instruments currently referencing it if it ceases to exist.

If the method for calculation of LIBOR changes, if LIBOR is no longer available or if lenders have increased costs due to changes in LIBOR, we may suffer from potential increases in interest rates on our floating debt rate.

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.

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 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.

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

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

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

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

The Company employed approximately [removed: 17,700] [added: 19,700] individuals worldwide as of December 31, [removed: 2017.][added: 2018.]

Results for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] 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 electrical and related infrastructure solutions with desired brands, high-quality service, [removed: and] delivered through a competitive cost structure; to complement organic revenue growth with acquisitions that enhance its product offerings; and to allocate capital effectively to create shareholder value.

Our strategy to deliver products through a competitive cost structure has resulted in [removed: the] [added: past and ongoing] restructuring and related [removed: activities we have initiated, beginning in 2014.][added: activities.]

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

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

Aclara is a leading global [removed: supplier] [added: 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.

For additional information about the Aclara acquisition, refer to Note [removed: 2] [added: 3] — Business Acquisitions in the Notes to the Consolidated Financial [removed: Statements as well as the Company's current report on Form 8-K filed on December 26, 2017.][added: Statements.]

Aclara acquisition-related [added: and transaction] costs include the amortization of identified intangible assets and inventory step-up amortization expense.

Within these segments, Hubbell serves customers in five primary end markets; non-residential 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 [added: (T&D)] market).

In order of magnitude of net sales, the Company's served markets are [added: electrical T&D,] non-residential construction, industrial, [removed: utility,] oil and gas, and residential construction.

| | For the Year [removed: Ending] [added: Ended] December 31, | | | | | | | | | | | | [removed: | | |]

| | [removed: 2017] [added: 2018] | | | % of Net sales | | [removed: 2016] [added: 2017] | | | % of Net sales | | [removed: 2015] [added: 2016] | | | % of Net sales | |

| Net sales | $ | [removed: 3,668.8] [added: 4,481.7] | | | | $ | [removed: 3,505.2] [added: 3,668.8] | | | | $ | [removed: 3,390.4] [added: 3,505.2] | | | |

| Net income attributable to Hubbell | [removed: 243.1] [added: 360.2] | | | [removed: 6.6] [added: 8.0] | % | [removed: 293.0] [added: 243.1] | | | [removed: 8.4] [added: 6.6] | % | [removed: 277.3] [added: 293.0] | | | [removed: 8.2] [added: 8.4] | % |

| EARNINGS PER SHARE - DILUTED | $ | [removed: 4.39] [added: 6.54] | | | | $ | [removed: 5.24] [added: 4.39] | | | | $ | [removed: 4.77] [added: 5.24] | | | |

We believe those adjusted measures, which exclude the impact of certain [removed: costs and gains,] [added: costs,] may provide investors with useful information regarding our underlying performance from period to period and allow investors to understand our results of operations without regard to items we do not consider a component of our core operating performance.

[added: |] Income tax expense associated with U.S. tax reform [added: | $ | — | | | 56.5 | | | | — | | | |]

See Note [removed: 12] [added: 13] — Income Taxes in the Notes to Consolidated Financial [removed: Statements for additional information.][added: Statements.]

[added: |] Aclara transaction costs [added: | 12.8 | | | | 7.1 | | |]

Aclara transaction costs [added: are] primarily [removed: include] [added: for] professional services and other fees [removed: that were] incurred [removed: in] [added: to complete] the [removed: fourth quarter of 2017 associated] [added: acquisition as well as certain financing costs recognized in interest expense in connection] with the [removed: acquisition of Aclara.][added: transaction.]

See Note [removed: 2] [added: 3] — Business Acquisitions in the Notes to Consolidated Financial Statements [removed: and "Outlook" within this Management's Discussion and Analysis] for additional information and further discussion of Aclara acquisition-related and transaction costs.

[removed: Restructuring and related] [added: | Restructuring-related] costs [added: | 3.8 | | | — | | | |]

[removed: Restructuring] [added: In connection with our restructuring and related programs we incur restructuring] costs [removed: include] [added: as defined by U.S. GAAP, which are primarily] severance and employee benefits, asset impairments, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions.

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

| Aclara [added: acquisition-related and] transaction costs | [removed: 6.7 | |] [added: 20.8] | | | [removed: —] | [added: 6.7] | | | | — | | | | [removed: |]

[removed: |] Aclara [added: acquisition-related and] transaction costs [removed: | (0.2 | | )% | | | — | | % | | | — | | % | | |]

| Net income attributable to Hubbell (GAAP measure) | $ | [removed: 243.1 |] [added: 360.2] | | | $ | [removed: 293.0 |] [added: 243.1] | | | $ | [removed: 277.3 |] [added: 293.0] | | |

| Aclara [added: acquisition-related and] transaction costs, net of tax | [removed: 6.0 | |] [added: 41.5] | | | [removed: —] | [added: 6.0] | | | | — | | | | [removed: |]

| Loss on early extinguishment of debt, net of tax | [removed: 6.3 | |] [added: —] | | | [removed: —] | [added: 6.3] | | | | — | | | | [removed: |]

| Adjusted net income attributable to Hubbell | $ | [removed: 328.0 |] [added: 401.7] | | | $ | [removed: 316.8 |] [added: 311.9] | | | $ | [removed: 321.0 |] [added: 293.0] | | |

| Less: Earnings allocated to participating securities | [removed: (1.1] [added: (1.4] | | ) | | [removed: | (1.0] [added: (1.1] | | ) | | [removed: | (0.8] [added: (1.0] | | ) | | [removed: |]

| Average number of diluted shares outstanding | [removed: 55.1 | | |] [added: 54.9] | | [removed: 55.7] | | [added: 55.1] | | | [removed: 58.0] | [added: 55.7] | | | |

| ADJUSTED EARNINGS PER SHARE — DILUTED | $ | [removed: 5.93 |] [added: 7.29] | | | $ | [removed: 5.66 |] [added: 5.64] | | | $ | [removed: 5.52 |] [added: 5.24] | | |

The following table reconciles our [removed: restructuring costs] [added: cash flows from operating activities] to [removed: our Restructuring and Related Costs] [added: free cash flows] for [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] (in millions):

| [added: (in millions)] | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | |

| [removed: |] Cost of goods sold | [removed: |] [added: $] | [added: 29.5] | | | [added: $] | [added: —] | |

| Restructuring and related costs [removed: (non-GAAP measure)] [added: (Non-GAAP)] | $ | [removed: 15.6] [added: 15.8] | | $ | [removed: 30.1 | | $] [added: 7.9] | [removed: 23.7] | |

Net sales of $3.7 billion in 2017 increased [added: approximately] five percent as compared to 2016.

Our end markets experienced strong growth in 2018, driving organic net sales growth of 4.4%, including the traction we gained in the latter half of the year on price realization.

We saw notable strength in 2018 in energy-related markets, including gas distribution, the core industrial market, and non-residential markets, as well as growth within the residential lighting market that accelerated in the second half of the year.

Utility markets grew primarily within T&D and outside-the-plant telecommunications.

Net sales growth from acquisitions was a highlight, as Aclara delivered strong revenue performance in 2018, demand for its products was strong and the Aclara acquisition has added a robust backlog and project pipeline.

Earnings growth was also strong as our operating income grew by seven percent in 2018; however, inflationary pressures and material cost increases, including tariffs, pressured operating margins.

During the second half of 2018, many of our businesses took pricing actions to mitigate the impact of material cost increases and the effect of Section 301 tariffs resulting from changes in U.S. trade policy in 2018 (the "Tariffs" referred to in the following discussion of results of operations).

See Part I, Item 1A "Risk Factors" for additional discussion of developments stemming from the recent and potential changes in trade policies.

Adjusted net income and adjusted diluted earnings per share, each grew by 29% in 2018 and reflect our strong operating income performance as well as the benefit of a lower effective tax rate resulting from the enactment of the TCJA.

| Cost of goods sold | 3,181.3 | | | 71.0 | % | 2,513.7 | | | 68.5 | % | 2,400.1 | | | 68.5 | % |

| Gross profit | 1,300.4 | | | 29.0 | % | 1,155.1 | | | 31.5 | % | 1,105.1 | | | 31.5 | % |

| Selling & administrative expenses | 743.5 | | | 16.6 | % | 636.3 | | | 17.3 | % | 615.3 | | | 17.5 | % |

| Operating income | 556.9 | | | 12.4 | % | 518.8 | | | 14.1 | % | 489.8 | | | 14.0 | % |

Our adjusted operating measures exclude the income tax effects associated with U.S. tax reform recognized in the fourth quarter of 2017, Aclara acquisition-related and transaction costs recognized in 2017 and 2018, and the loss on extinguishment of debt incurred in the third quarter of 2017, as further explained below, and as shown in the reconciliations to the comparable GAAP measures that follow.

However, the net tax benefit of approximately $6 million related to adjustments made in connection with the Company's accounting for the effects of TCJA during the measurement period in 2018 has not been reflected as an adjustment to the GAAP measures and is therefore not a reconciling item in the adjusted operating measures below.

The effect of Aclara inventory step-up amortization expense and transaction costs are complete as of December 31, 2018.

The following table provides the Aclara acquisition-related and transaction costs for the year ended December 31, 2018 and 2017 by type and by location in the Consolidated Statement of Income (in millions):

| | Year Ended December 31, 2018 | | | | Year Ended December 31, 2017 | | |

| Aclara acquisition-related costs | $ | 40.8 | | | $ | — | |

| Aclara acquisition-related and transaction costs | $ | 53.6 | | | $ | 7.1 | |

| | | | | | | | |

| S&A expense | 20.8 | | | | 6.7 | | |

| Operating income | $ | 50.3 | | | $ | 6.7 | |

| Interest expense | 3.3 | | | | 0.4 | | |

| Aclara acquisition-related and transaction costs | $ | 53.6 | | | $ | 7.1 | |

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

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

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

| Gross profit (GAAP measure) | $ | 1,300.4 | | 29.0% | $ | 1,155.1 | | 31.5% | $ | 1,105.1 | | 31.5% |

| Aclara acquisition-related and transaction costs | 29.5 | | | | — | | | | — | | | |

| Adjusted gross profit | $ | 1,329.9 | | 29.7% | $ | 1,155.1 | | 31.5% | $ | 1,105.1 | | 31.5% |

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

| S&A expenses (GAAP measure) | $ | 743.5 | | 16.6% | $ | 636.3 | | 17.3% | $ | 615.3 | | 17.5% |

| Adjusted S&A expenses | $ | 722.7 | | 16.1% | $ | 629.6 | | 17.2% | $ | 615.3 | | 17.5% |

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

| Operating income (GAAP measure) | $ | 556.9 | | 12.4% | $ | 518.8 | | 14.1% | $ | 489.8 | | 14.0% |

| Aclara acquisition-related and transaction costs | 50.3 | | | | 6.7 | | | | — | | | |

| Adjusted operating income | $ | 607.2 | | 13.5% | $ | 525.5 | | 14.3% | $ | 489.8 | | 14.0% |

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

| Adjusted net income available to common shareholders | $ | 400.3 | | | $ | 310.8 | | | $ | 292.0 | | |

2018 Compared to 2017

| | |

| --- | --- |

| 18 | HUBBELL INCORPORATED - Form 10-K |

Outlook

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).

Finally, with our strong financial position and cash flows provided by operating activities, we expect to continue to enhance shareholder value through capital deployment.

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

(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.

Growth of our five primary end markets was more consistent in 2017 as compared to recent years.

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.

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

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

| Cost of goods sold | 2,516.9 | | | 68.6 | % | 2,404.5 | | | 68.6 | % | 2,298.6 | | | 67.8 | % |

| Gross profit | 1,151.9 | | | 31.4 | % | 1,100.7 | | | 31.4 | % | 1,091.8 | | | 32.2 | % |

| Selling & administrative expenses | 648.2 | | | 17.7 | % | 622.9 | | | 17.8 | % | 617.2 | | | 18.2 | % |

| Operating income | 503.7 | | | 13.7 | % | 477.8 | | | 13.6 | % | 474.6 | | | 14.0 | % |

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.

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.

Our consolidated results of operations in 2017, 2016 and 2015 include what we refer to as "Restructuring and Related Costs".

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

Restructuring-related costs in 2017 and 2016 include gains from the sale of properties associated with restructuring activities that occurred in the fourth quarter of each year.

Beginning in the fourth quarter of 2014, our restructuring and related activities increased and continued at heightened levels through 2017, primarily to align our cost structure with the needs of our business and also in response to conditions in certain of our end markets.

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.

Reclassification costs

In 2015, our consolidated results of operations included costs associated with the reclassification of the Company's common stock to eliminate its two-class structure (the "Reclassification" and the "Reclassification Costs").

Reclassification Costs are primarily professional fees associated with the reclassification and are recognized in Other expense, net in the Consolidated Statement of Income.

In [removed: 2017,] [added: 2018,] we manufactured and/or assembled products in the United States, Canada, Switzerland, Puerto Rico, Mexico, China, UK, [removed: Brazil] [added: Brazil, Spain] and Australia and sold products in those markets as well as through offices in Singapore, Italy, China, Mexico, and South Korea and countries in the Middle East.

In [removed: 2017,] [added: 2018,] Hubbell also participated in joint ventures in [removed: Taiwan and] [added: Taiwan,] Hong [removed: Kong.][added: Kong and the Philippines.]

Shipments [added: to third party customers] from non-U.S. subsidiaries as a percentage of the Company’s total net sales were [removed: 11% in 2017,] 10% in [removed: 2016 and] [added: 2018,] 11% in [removed: 2015,] [added: 2017 and 10% in 2016,] with the [removed: Canadian,] UK and [removed: Brazilian] [added: Canadian] operations representing approximately [removed: 31%, 21%,] [added: 33%] and [removed: 12%] [added: 27%,] respectively, of [removed: 2017] [added: 2018] total international net sales.

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

Product purchases representing approximately [removed: 17%] [added: 20%] of our net sales are sourced from unaffiliated suppliers located outside the United States, primarily in China and other Asian countries, Europe and Brazil.

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

The following table presents cost and weighted average interest rate information related to [removed: fixed rate interest risk sensitive] [added: financial] instruments [added: that are sensitive to changes in interest rates,] by maturity at December 31, [removed: 2017] [added: 2018] (dollars in millions):

| | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/17] [added: 12/31/18] | | |

| Avg. interest rate | [removed: 4.50] [added: 4.60] | | % | 5.00 | | % | 5.00 | | % | 5.00 | | % | 5.00 | | % | [removed: 4.70] [added: 4.60] | | % | | | | | | |

| Avg. interest rate | [removed: —] [added: 3.44] | | [added: %] | [removed: —] [added: 3.44] | | [added: %] | [removed: —] [added: 3.44] | | [added: %] | [removed: —] [added: 3.44] | | [added: %] | [removed: —] [added: 3.44] | | [added: %] | [removed: 3.37] [added: —] | | [removed: %] | [removed: 3.37] | | [removed: %] | | | |

Our long term debt portfolio is comprised of fixed-rate senior notes and a term loan with an interest rate based on either adjusted LIBOR plus an applicable margin (determined by a ratings based grid) or the alternate base rate.

As of December 31, 2018, the long-term debt outstanding related to the fixed-rate senior notes and term loan was $1,450.0 million and $331.3 million, respectively.

The senior notes are not exposed to interest rate risk as the bonds are at a fixed-rate until maturity.

| Available-for-sale investments | $ | 9.2 | | $ | 12.6 | | $ | 3.4 | | $ | 3.3 | | $ | 4.6 | | $ | 15.8 | | $ | 48.9 | | $ | 48.9 | |

| Senior Notes | $ | — | | $ | — | | $ | — | | $ | 300.0 | | $ | — | | $ | 1,150.0 | | $ | 1,450.0 | | $ | 1,369.3 | |

| Avg. interest rate | — | | | — | | | — | | | 3.63 | | % | — | | | 3.36 | | % | | | | | | |

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

| Term Loan | $ | 25.0 | | $ | 34.4 | | $ | 46.9 | | $ | 50.0 | | $ | 175.0 | | $ | — | | $ | 331.3 | | $ | 318.8 | |

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 | |

In September 2015, we purchased redeemable preferred stock of a privately held company for $5.0 million which is classified as an available-for-sale security, but is not interest rate sensitive and so has been excluded from the above analysis.

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

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

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

The Electrical segment [removed: (69%] [added: (59%] of consolidated revenues in [added: 2018 , 69% in] 2017 and 70% in [removed: 2016 and 2015)] [added: 2016)] 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.

The Power segment [removed: (31%] [added: (41%] of consolidated revenues in [added: 2018, 31% in] 2017 and 30% in [removed: 2016 and 2015)] [added: 2016)] consists of operations [removed: that design and] [added: for the design,] manufacture [removed: various distribution, transmission, substation] and [removed: telecommunications products] [added: sale of transmission and distribution components] primarily [removed: used by] [added: for] the electrical [removed: utility] [added: utilities] industry.

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

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

These products [added: and services] include items such as:

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

The Company does not have any customers whose annual consolidated purchases exceed 10 percent of our total net sales in [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

Raw materials used in the manufacture of Hubbell products primarily include steel, aluminum, brass, copper, bronze, [removed: plastics, phenolics,] zinc, nickel, [added: plastics, phenolics,] elastomers and petrochemicals.

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

Hubbell has approximately [removed: 1,800] [added: 2,250] active United States and foreign patents covering a portion of its products, which expire at various times.

Substantially all of the backlog existing at December 31, [removed: 2017] [added: 2018 in the Electrical segment] is expected to be shipped to customers in [removed: 2018.][added: 2019.]

[added: The] Backlog of orders believed to be firm at December 31, [removed: 2017] [added: 2018] was approximately [removed: $355.5] [added: $1,250.8] million compared to [removed: $297.4] [added: $355.5] million at December 31, [removed: 2016.][added: 2017.]

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

As of December 31, [removed: 2017,] [added: 2018,] Hubbell had approximately [removed: 17,700] [added: 19,700] salaried and hourly employees of which approximately [removed: 7,300] [added: 10,400] of these employees, or [removed: 42%,] [added: 53%,] are located in the United States.

Approximately [removed: 2,200] [added: 2,600] of these U.S. employees are represented by [removed: 11] [added: 12] labor unions.

| David G. Nord | [removed: 60] [added: 61] | 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: 55] [added: 56] | 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: 53] [added: 54] | 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: 43] [added: 44] | Vice 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: 57] [added: 58] | Senior Vice President, General Counsel and Secretary | Present position since May 2, 2017; previously Senior Vice President, General 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: 42] [added: 43] | 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: 53] [added: 54] | Senior Vice President, Human Resources | Present position since May 3, [removed: 2016,] [added: 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: 48] [added: 49] | 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: 60] [added: 61] | 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: 50] [added: 51] | 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. | |

The segment also includes businesses that manufacture main-to-meter gas distribution products.

The water utility, telecommunications utility, civil construction and transportation industries are also served.

The 2018 acquisition of Meter Readings Holding Group, LLC ("Aclara Technologies" or "Aclara") expanded the Power portfolio to include endpoint metering devices and sensors, advanced metering infrastructure communications, and software and installation services sold to electrical, water, and gas utilities.

| • | Advanced metering infrastructure | • | Meters and edge devices | • | Meter installation services |

In the Power segment, the backlog existing at December 31, 2018 includes backlog expected to be shipped during 2019, along with $530 million of backlog of contracts that span multiple years, primarily related to long-term contracts of the Aclara business to deliver and install meters and grid monitoring sensor technology.

| (1) | As of February 15, 2019. |

Management’s Discussion and Analysis – “Executive Overview

These filings are also available for reading and copying at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549.

Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

In addition, the Company’s SEC filings can be accessed from the SEC’s homepage on the Internet at http://www.sec.gov.

In addition, certain of these products are used in the civil construction and transportation industries.

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.

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

materials are sourced from a limited number of suppliers.

Research and Development

Research and development expenditures represent costs to discover and/or apply new knowledge in developing a new product or process, or in bringing about significant improvement in an existing product or process.

Research and development expenses are recorded as a component of Cost of goods sold.

Expenses for research and development were approximately 3% of Cost of goods sold in 2017 and 2% in 2016 and 2015.

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

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

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements, Note [removed: 14] [added: 15] — Commitments and Contingencies” of this Form 10-K.

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

10-K 1 [removed: hubb-20171231x10k.htm] [added: hubb-20181231x10k.htm] FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2017][added: 2018]

[removed: ][added: ]

| • | if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | | | [removed: ¨] [added: þ] | |

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2017] [added: 2018] was [removed: $6,149,647,615*.][added: $5,749,160,779*.]

The number of shares outstanding of Hubbell Common Stock as of February [removed: 12, 2018] [added: 13, 2019] is [removed: 54,822,923.][added: 54,601,694.]

Portions of the definitive proxy statement for the annual meeting of shareholders scheduled to be held on May [removed: 1, 2018,] [added: 7, 2019,] 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: 10](#sCC51F6369FB4512FA476019A7EDC17D3)] [added: 10](#s66BACDB30CB0535F8B3EFE2EDD73802E)] | [Directors, Executive Officers and Corporate [removed: Governance](#sCC51F6369FB4512FA476019A7EDC17D3)] [added: Governance](#s66BACDB30CB0535F8B3EFE2EDD73802E)] | [removed: [85](#sCC51F6369FB4512FA476019A7EDC17D3)] [added: [88](#s66BACDB30CB0535F8B3EFE2EDD73802E)] |

| [ITEM [removed: 11](#s1CC57B7BC8455320902D3A7B74D501D9)] [added: 11](#sF1586D10C9D653E09E178B73A070D97E)] | [Executive [removed: Compensation](#s1CC57B7BC8455320902D3A7B74D501D9)] [added: Compensation](#sF1586D10C9D653E09E178B73A070D97E)] | [removed: [85](#s1CC57B7BC8455320902D3A7B74D501D9)] [added: [88](#sF1586D10C9D653E09E178B73A070D97E)] |

| [ITEM [removed: 12](#s43412C75AACB5ABD8D02BDC3BA9686CA)] [added: 12](#s690BC2E742C05A36A396E153E6921849)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s43412C75AACB5ABD8D02BDC3BA9686CA)] [added: Matters](#s690BC2E742C05A36A396E153E6921849)] | [removed: [85](#s43412C75AACB5ABD8D02BDC3BA9686CA)] [added: [88](#s690BC2E742C05A36A396E153E6921849)] |

| [ITEM [removed: 13](#sA5F10FC4C25B5AF78D5A0A6B7A629938)] [added: 13](#sA16157A14C0A5DCFAF9486E7CA0D566B)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#sA5F10FC4C25B5AF78D5A0A6B7A629938)] [added: Independence](#sA16157A14C0A5DCFAF9486E7CA0D566B)] | [removed: [86](#sA5F10FC4C25B5AF78D5A0A6B7A629938)] [added: [89](#sA16157A14C0A5DCFAF9486E7CA0D566B)] |

| [ITEM [removed: 14](#s80FD8410D0CB5ACBA5DCF3275D7EDBC4)] [added: 14](#s8FE4FD76F63C5AD0916B742B90036CB5)] | [Principal Accountant Fees and [removed: Services](#s80FD8410D0CB5ACBA5DCF3275D7EDBC4)] [added: Services](#s8FE4FD76F63C5AD0916B742B90036CB5)] | [removed: [86](#s80FD8410D0CB5ACBA5DCF3275D7EDBC4)] [added: [89](#s8FE4FD76F63C5AD0916B742B90036CB5)] |

| [ITEM [removed: 15](#sD8B9207CA0C452F8950FA62DD57A2CCD)] [added: 15](#s7C1BD8CE0D1156D2944D1C0F5F3E17E6)] | [Exhibits and Financial Statement [removed: Schedule](#sD8B9207CA0C452F8950FA62DD57A2CCD)] [added: Schedule](#s7C1BD8CE0D1156D2944D1C0F5F3E17E6)] | [removed: [87](#sD8B9207CA0C452F8950FA62DD57A2CCD)] [added: [90](#s7C1BD8CE0D1156D2944D1C0F5F3E17E6)] |

| [PART I](#s2665C0D70176539C9052A0DE7D645C11) | | [3](#s2665C0D70176539C9052A0DE7D645C11) |

| [PART II](#s80D3EC263AB659EDA7740B9331A11C21) | | [16](#s80D3EC263AB659EDA7740B9331A11C21) |

| [PART IV](#s132BAA57211A564EAEE8F9C3C6EDAFFE) | | [90](#s132BAA57211A564EAEE8F9C3C6EDAFFE) |

| [SIGNATURES](#s001831E66EE35860A2A09157A658F60F) | | [94](#s001831E66EE35860A2A09157A658F60F) |

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

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

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

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

As of December 31, [removed: 2017,] [added: 2018,] Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.

| Electrical segment | United States | 9 | | [removed: 25] [added: 24] | | 2,688,400 | | [removed: 1,921,200] [added: 1,856,900] | |

| | Mexico | 1 | | 4 | | 828,600 | | [removed: 174,000] [added: 174,100] | |

| Power segment (1) | United States | [removed: 1] [added: 4] | | [removed: 14] [added: 13] | | [removed: 2,708,900] [added: 3,328,300] | | [removed: 94,600] [added: 202,600] | |

| | Brazil | — | | [removed: 2] [added: 1] | | 188,100 | | 24,000 | |

| | Mexico | 1 | | 1 | | [removed: 167,400] [added: 167,500] | | 181,100 | |

| | China | — | | 3 | | — | | [removed: 262,500] [added: 262,600] | |

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

| TOTAL | | 19 | | 58 | | 7,800,500 | | 3,090,100 | |

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

| [removed: 14 |] HUBBELL INCORPORATED [removed: -] [added: \-] Form 10-K | [added: 15 |]

[removed: On December 23, 2015] [added: In 2015,] the Company completed the [removed: Reclassification] [added: reclassification] of its [removed: dual-class] [added: dual class of] common stock into a single class of Common Stock.

The [added: Company's] Common [removed: Stock, resulting from the Reclassification,] [added: Stock] trades [added: on the New York Stock Exchange] under the [removed: symbol] [added: symbol,] "HUBB".

[removed: | Number] [added: The number] of [removed: Common Shareholders] [added: common shareholders] of [removed: Record | | | | | | | | | | |][added: record on December 31, 2018 was 1,722.]

In October [removed: 2017,] [added: 2018,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $0.70 to] $0.77 [added: to $0.84] per share per quarter.

The increased quarterly dividend payment commenced with the December [removed: 15, 2017] [added: 14, 2018] payment made to the shareholders of record on November 30, [removed: 2017.][added: 2018.]

| HUBBELL INCORPORATED \- Form 10-K | [removed: 15] [added: 17] |

On October 20, 2017, the Board of Directors approved a [removed: 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.

The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2017,] [added: 2018,] with a cumulative total return on the (i) Standard & Poor’s MidCap 400 (“S&P MidCap 400”) and (ii) the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).

As of December 31, [removed: 2017,] [added: 2018,] 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: 2012] [added: 2013] 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: two] annual [removed: periods] [added: period] from December [removed: 2012] [added: 2013] through December 2014.

| *$100 invested on [removed: 12/31/12] [added: 12/31/13] in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© [removed: 2018] [added: 2019] Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© [removed: 2018] [added: 2019] S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved. |

In the twelve months ended December 31, 2018, the Company repurchased shares for an aggregate purchase price of approximately $40.0 million.

As a result, our remaining share repurchase authorization under the October 2017 program is $360.0 million.

The following table summarizes the Company's repurchase activity of Common Stock during the quarter ended December 31, 2018:

| | | | | | | | | |

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

| | | | | | | | | |

| | 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, 2018 | | | | | | $ | 380.0 | |

| October 2018 | 110 | | $ | 100.36 | | $ | 369.0 | |

| November 2018 | 36 | | $ | 108.51 | | $ | 365.1 | |

| December 2018 | 48 | | $ | 104.60 | | $ | 360.0 | |

| TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2018 | 194 | | $ | 102.93 | | | | |

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

The Company’s Common Stock is principally traded on the NYSE.

Prior to the Reclassification the Company's Class A common stock traded under the symbol “HUB.A” and the Company's Class B common stock traded under the symbol “HUB.B”.

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

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

| | | | | |

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

| Market Prices (Dollars Per Share) | Common Stock | | | |

| Years Ended December 31, | High | | Low | |

| 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 | |

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

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

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

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

| Dividends Declared (Dollars Per Share) | Common Stock | | | |

| Years Ended December 31, | 2017 | | 2016 | |

| Fourth quarter | 0.77 | | 0.70 | |

| Third quarter | 0.70 | | 0.63 | |

| Second quarter | 0.70 | | 0.63 | |

| First quarter | 0.70 | | 0.63 | |

The following table provides information about the number of common shareholders of the Company's Class A common stock, Class B common stock, and the Common Stock resulting from the Reclassification.

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

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

| At December 31, | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | |

| Class A | — | | — | | — | | 369 | | 394 | |

| Class B | — | | — | | — | | 2,093 | | 2,225 | |

| Common Stock | 1,811 | | 2,003 | | 2,548 | | — | | — | |

At December 31, 2016, we had total remaining share repurchase authorization of $153.6 million under the repurchase program authorized by our Board of Directors in August 2015.

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.

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

| OPERATIONS, years ended December 31, | [added: 2018 | | |] 2017 | | | 2016 | | | 2015 | | | 2014 | | | [removed: 2013 | | |]

| Net sales | $ | [removed: 3,668.8] [added: 4,481.7] | | $ | [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] | |

| Net income attributable to Hubbell (2) | $ | [removed: 243.1] [added: 360.2] | | $ | [removed: 293.0] [added: 243.1] | | $ | [removed: 277.3] [added: 293.0] | | $ | [removed: 325.3] [added: 277.3] | | $ | [removed: 326.5] [added: 325.3] | |

| Net income attributable to Hubbell as a % of net sales | [removed: 6.6] [added: 8.0] | | % | [removed: 8.4] [added: 6.6] | | % | [removed: 8.2] [added: 8.4] | | % | [removed: 9.7] [added: 8.2] | | % | [removed: 10.3] [added: 9.7] | | % |

| Adjusted net income attributable to Hubbell as a % of net sales (1) | [removed: 8.9] [added: 9.0] | | % | [removed: 9.0] [added: 8.5] | | % | [removed: 9.5] [added: 8.4] | | % | [removed: 9.8] [added: 8.7] | | % | [removed: 10.3] [added: 9.7] | | % |

| Net income attributable to Hubbell as a % of Hubbell shareholders’ average equity | [removed: 15.1] [added: 21.1] | | % | [removed: 17.6] [added: 15.1] | | % | [removed: 15.1] [added: 17.6] | | % | [removed: 17.0] [added: 15.1] | | % | [removed: 18.3] [added: 17.0] | | % |

| Earnings per share — diluted | $ | [removed: 4.39] [added: 6.54] | | $ | [removed: 5.24] [added: 4.39] | | $ | [removed: 4.77] [added: 5.24] | | $ | [removed: 5.48] [added: 4.77] | | $ | [removed: 5.47] [added: 5.48] | |

| Cash dividends declared per common share | $ | [removed: 2.87] [added: 3.15] | | $ | [removed: 2.59] [added: 2.87] | | $ | [removed: 2.31] [added: 2.59] | | $ | [removed: 2.06] [added: 2.31] | | $ | [removed: 1.85] [added: 2.06] | |

| Average number of common shares outstanding — diluted | [added: 54.9 | | |] 55.1 | | | 55.7 | | | 58.0 | | | 59.2 | | | [removed: 59.6 | | |]

| Cost of acquisitions, net of cash acquired | $ | [removed: 184.1] [added: 1,118.0] | | $ | [removed: 173.4] [added: 184.1] | | $ | [removed: 163.4] [added: 173.4] | | $ | [removed: 183.8] [added: 163.4] | | $ | [removed: 96.5] [added: 183.8] | |

| Working capital (3) | $ | [removed: 898.0] [added: 804.4] | | $ | [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] | |

| Total assets | $ | [removed: 3,720.6] [added: 4,872.1] | | $ | [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] | |

| Total debt | $ | [removed: 1,055.2] [added: 1,793.2] | | $ | [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] | |

| Total Hubbell shareholders’ equity | $ | [removed: 1,634.2] [added: 1,780.6] | | $ | [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] | |

| NUMBER OF EMPLOYEES, AT YEAR-END | [added: 19,700 | | |] 17,700 | | | 17,400 | | | 16,200 | | | 15,400 | | | [removed: 14,300 | | |]

| [added: 18 |] HUBBELL INCORPORATED [removed: \-] [added: -] Form 10-K | [removed: 17 |]

| Gross profit | $ | 1,300.4 | | $ | 1,155.1 | | $ | 1,105.1 | | $ | 1,091.6 | | $ | 1,108.2 | |

| Operating income (4) | $ | 556.9 | | $ | 518.8 | | $ | 489.8 | | $ | 474.1 | | $ | 515.0 | |

| Adjusted operating income (1) | $ | 607.2 | | $ | 525.5 | | $ | 489.8 | | $ | 474.1 | | $ | 515.0 | |

| Operating income as a % of sales | 12.4 | | % | 14.1 | | % | 14.0 | | % | 14.0 | | % | 15.3 | | % |

| Adjusted operating income as a % of sales (1) | 13.5 | | % | 14.3 | | % | 14.0 | | % | 14.0 | | % | 15.3 | | % |

| Adjusted net income attributable to Hubbell (1) | $ | 401.7 | | $ | 311.9 | | $ | 293.0 | | $ | 294.8 | | $ | 325.3 | |

| Adjusted earnings per share — diluted (1) | $ | 7.29 | | $ | 5.64 | | $ | 5.24 | | $ | 5.07 | | $ | 5.48 | |

(4) Historical amounts have been adjusted to reflect the retrospective effects from the January 1, 2018 adoption of Accounting Standards Update (ASU) No. 2017-07, Compensation Retirement Benefits (Topic): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.

| Gross profit | $ | 1,151.9 | | $ | 1,100.7 | | $ | 1,091.8 | | $ | 1,109.0 | | $ | 1,070.5 | |

| Operating income | $ | 503.7 | | $ | 477.8 | | $ | 474.6 | | $ | 517.4 | | $ | 507.6 | |

| Adjusted operating income (1) | $ | 534.1 | | $ | 512.8 | | $ | 513.5 | | $ | 522.5 | | $ | 507.6 | |

| Operating income as a % of sales | 13.7 | | % | 13.6 | | % | 14.0 | | % | 15.4 | | % | 15.9 | | % |

| Adjusted operating income as a % of sales (1) | 14.6 | | % | 14.6 | | % | 15.1 | | % | 15.6 | | % | 15.9 | | % |

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

| Adjusted earnings per share — diluted (1) | $ | 5.93 | | $ | 5.66 | | $ | 5.52 | | $ | 5.54 | | $ | 5.47 | |

| [Reports of [removed: Management](#s83C2CB51FFB25A75B223A6E7973CBDDB)] [added: Management](#sA1AB973F341655119E5681A9BBB8451E)] | [removed: [39](#s83C2CB51FFB25A75B223A6E7973CBDDB)] [added: [39](#sA1AB973F341655119E5681A9BBB8451E)] |

| [Report of Independent Registered Public Accounting [removed: Firm](#s849FA38D2ACA5A798C7D66F387B3EEAB)] [added: Firm](#sF6402E83F4D255DFB72680AD74F9D866)] | [removed: [40](#s849FA38D2ACA5A798C7D66F387B3EEAB)] [added: [40](#sF6402E83F4D255DFB72680AD74F9D866)] |

| [Consolidated Statement of [removed: Income](#s8F84553085CB5757A17788A319D444C3)] [added: Income](#s1DA565BD102A5BC69BB06CFF67ED5CDE)] | [removed: [41](#s8F84553085CB5757A17788A319D444C3)] [added: [41](#s1DA565BD102A5BC69BB06CFF67ED5CDE)] |

| [Consolidated Statement of Comprehensive [removed: Income](#s7EAA2C93D3C45885B34621DEA0DF0E77)] [added: Income](#s077BC354396C5408BCF7271E4F04A506)] | [removed: [41](#s7EAA2C93D3C45885B34621DEA0DF0E77)] [added: [41](#s077BC354396C5408BCF7271E4F04A506)] |

| [Consolidated Balance [removed: Sheet](#s61C14B9D409B5C9C91494154A6C4FE77)] [added: Sheet](#s482260211A4A5CC28D89513D085541B5)] | [removed: [42](#s61C14B9D409B5C9C91494154A6C4FE77)] [added: [42](#s482260211A4A5CC28D89513D085541B5)] |

| [Consolidated Statement of Cash [removed: Flows](#s43632EA226765008ADE30D36F247DCD4)] [added: Flows](#s9D2E3669B5CB5014AEBC775327681803)] | [removed: [43](#s43632EA226765008ADE30D36F247DCD4)] [added: [43](#s9D2E3669B5CB5014AEBC775327681803)] |

| [Consolidated Statement of Changes in [removed: Equity](#s140C1EA688F65FD0B0F65340D135912C)] [added: Equity](#sC600D0DBCBB15B0784D77C2573A85208)] | [removed: [44](#s140C1EA688F65FD0B0F65340D135912C)] [added: [44](#sC600D0DBCBB15B0784D77C2573A85208)] |

| [Notes to Consolidated Financial [removed: Statements](#s87E8912E178D55AB8CE79A691916E1F7)] [added: Statements](#s7ECE1A77E9E754F597655D5BFD9C23AE)] | [removed: [45](#s87E8912E178D55AB8CE79A691916E1F7)] [added: [45](#s7ECE1A77E9E754F597655D5BFD9C23AE)] |

| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#s04F12A48355B5E8BA7415FF48AA31A48)] [added: II)](#s6B8544A2B05F571792B36A31EB0AF98E)] | [removed: [92](#s04F12A48355B5E8BA7415FF48AA31A48)] [added: [95](#s6B8544A2B05F571792B36A31EB0AF98E)] |

Our management is responsible for the preparation, integrity and fair presentation of [removed: its] [added: our] published financial statements.

The Audit Committee of our Board of Directors is [removed: comprised] [added: composed] of at least three individuals all of whom must be “independent” under current New York Stock Exchange listing standards and regulations adopted by the SEC under the federal securities laws.

The Audit Committee meets regularly with our internal auditors and independent registered public accounting firm, as well [removed: as] [added: as,] management to review, among other matters, accounting, auditing, internal controls and financial reporting issues and practices.

Management is responsible for establishing and maintaining adequate systems of internal control over financial reporting as defined by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of [removed: 1934.][added: 1934, as amended.]

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting [removed: principles.][added: principles in the United States of America.]

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

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: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which is included [removed: on the next page] [added: below] within this Annual Report on Form 10-K.

We have audited the accompanying consolidated balance sheets of Hubbell Incorporated and its subsidiaries [added: (the "Company")] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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, [removed: 2017,] [added: 2018,] 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, [removed: 2017] [added: 2018] 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, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] 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: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (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.

We have not [removed: determined] [added: been able to determine] the specific year we began serving as auditor of the Company.

| (in millions, except per share amounts) | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | |

| Net sales | $ | [removed: 3,668.8] [added: 4,481.7] | | $ | [removed: 3,505.2] [added: 3,668.8] | | $ | [removed: 3,390.4] [added: 3,505.2] | |

| Interest expense | [removed: (44.9] [added: (72.4] | | ) | [removed: (43.4] [added: (44.9] | | ) | [removed: (31.0] [added: (43.4] | | ) |

| Investment income | [removed: 0.9] [added: 0.1] | | | [removed: 0.5] [added: 0.9] | | | 0.5 | | |

| Loss on extinguishment of debt | [removed: (10.1] [added: —] | | [removed: )] | [removed: —] [added: (10.1] | | [added: )] | — | | |

| Income before income taxes | [removed: 443.1] [added: 467.0] | | | [removed: 430.4] [added: 443.1] | | | [removed: 418.6] [added: 430.4] | | |

| Provision for income taxes | [removed: 193.2] [added: 100.9] | | | [removed: 132.6] [added: 193.2] | | | [removed: 136.5] [added: 132.6] | | |

| Net income | [removed: 249.9] [added: 366.1] | | | [removed: 297.8] [added: 249.9] | | | [removed: 282.1] [added: 297.8] | | |

| Less: Net income attributable to noncontrolling interest | [removed: 6.8] [added: 5.9] | | | [removed: 4.8] [added: 6.8] | | | 4.8 | | |

| NET INCOME ATTRIBUTABLE TO HUBBELL | $ | [removed: 243.1] [added: 360.2] | | $ | [removed: 293.0] [added: 243.1] | | $ | [removed: 277.3] [added: 293.0] | |

| Basic | $ | [removed: 4.42] [added: 6.57] | | $ | [removed: 5.26] [added: 4.42] | | $ | [removed: 4.79] [added: 5.26] | |

| Diluted | $ | [removed: 4.39] [added: 6.54] | | $ | [removed: 5.24] [added: 4.39] | | $ | [removed: 4.77] [added: 5.24] | |

| (in millions) | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | |

| Net income | $ | [removed: 249.9] [added: 366.1] | | $ | [removed: 297.8] [added: 249.9] | | $ | [removed: 282.1] [added: 297.8] | |

| Foreign currency translation adjustments | [removed: 28.9] [added: (33.9] | | [added: )] | [removed: (35.4] [added: 28.9] | | [removed: )] | [removed: (45.5] [added: (35.4] | | ) |

| [removed: Pension and post retirement] [added: Defined] benefit [removed: plans’ service costs] [added: pension] and [removed: net actuarial (losses) gains,] [added: post-retirement plans,] net of taxes of [removed: ($1.0), $18.9] [added: ($6.3), ($1.0)] and [removed: $10.7] [added: $18.9] | [removed: 4.0] [added: 17.8] | | | [removed: (40.3] [added: 4.0] | | [removed: )] | [removed: (15.5] [added: (40.3] | | ) |

| Unrealized gain (loss) on investments, net of taxes of [removed: ($0.2), $0.1] [added: $0.4, ($0.2)] and [removed: $0.2] [added: $0.1] | [removed: 0.6] [added: (1.4] | | [added: )] | [removed: (1.2] [added: 0.6] | | [removed: )] | [removed: (0.3] [added: (1.2] | | ) |

Because the Company has not yet fully incorporated the internal controls and procedures of Aclara into the Company's internal control over financial reporting, management excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2018.

Aclara accounted for 13% of the

Company's total assets excluding intangibles and goodwill as of December 31, 2018 and 14% of the Company's net sales for the year then ended.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Meter Readings Holding Group, LLC (“Aclara”) from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018.

We have also excluded Aclara from our audit of internal control over financial reporting.

Aclara is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 13% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

February 15, 2019

| Cost of goods sold | 3,181.3 | | | 2,513.7 | | | 2,400.1 | | |

| Gross profit | 1,300.4 | | | 1,155.1 | | | 1,105.1 | | |

| Selling & administrative expenses | 743.5 | | | 636.3 | | | 615.3 | | |

| Operating income | 556.9 | | | 518.8 | | | 489.8 | | |

| Other expense, net | (17.6 | | ) | (21.6 | | ) | (16.5 | | ) |

| Total other expense | (89.9 | | ) | (75.7 | | ) | (59.4 | | ) |

| (in millions) | 2018 | | | 2017 | | | 2016 | | |

| Net income | $ | 366.1 | | $ | 249.9 | | $ | 297.8 | |

| Depreciation and amortization | 148.4 | | | 98.2 | | | 90.9 | | |

| Other, net | 7.3 | | | 4.4 | | | 12.8 | | |

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

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

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

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

| Net income | | | | | | | 360.2 | | | | | | 360.2 | | | 5.9 | | |

| ASC 606 adoption to retained earnings | | | | | | | 0.6 | | | | | | 0.6 | | | | | |

| Cash dividends declared ($3.15 per share) | | | | | | | (172.8 | | ) | | | | (172.8 | | ) | | | |

| Aclara noncontrolling interest | | | | | | | | | | | | | | | | 2.6 | | |

| BALANCE AT DECEMBER 31, 2018 | $ | 0.6 | | $ | 1.3 | | $ | 2,064.4 | | $ | (285.7 | ) | $ | 1,780.6 | | $ | 18.3 | |

The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs, for products, upon the transfer of control in accordance with the contractual terms and conditions of the sale.

The majority of the Company’s revenue associated with products is recognized at a point in time when the product is shipped to the customer, with a relatively small amount of transactions in the Power segment recognized upon delivery of the product at the contractually specified destination.

Revenue from service contracts and post-shipment performance obligations is recognized when or as those obligations are satisfied.

The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations and on occasion will separately offer and price extended warranties that are separate performance obligations for which the associated revenue is recognized over-time based on the extended warranty period.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold.

Sales taxes and other usage-based taxes are excluded from revenue.

Within the Electrical segment, certain businesses require a portion of the transaction price to be paid in advance of transfer of control.

Advance payments are not considered a significant financing component as they are received less than one year before the related performance obligations are satisfied.

In addition, in the Power segment, certain businesses offer annual maintenance service contracts that require payment at the beginning of the contract period.

The deferred revenue relating to the annual maintenance service contracts is recognized in the Consolidated Statement of Income on a straight line basis over the expected term of the contract.

Accrued Warranty

The Company assumed warranty obligations with an estimated fair value of $89.4 million in connection with the acquisition of Aclara.

We have completed the accounting for the income tax effects of the TCJA in accordance with SAB 118.

The Company has included in the current period financial statements adjustments to the prior provisional estimates.

February 15, 2018

| Cost of goods sold | 2,516.9 | | | 2,404.5 | | | 2,298.6 | | |

| Gross profit | 1,151.9 | | | 1,100.7 | | | 1,091.8 | | |

| Selling & administrative expenses | 648.2 | | | 622.9 | | | 617.2 | | |

| Operating income | 503.7 | | | 477.8 | | | 474.6 | | |

| Other expense, net | (6.5 | | ) | (4.5 | | ) | (25.5 | | ) |

| Total other expense | (60.6 | | ) | (47.4 | | ) | (56.0 | | ) |

| | | | | | | |

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

| Depreciation and amortization | 99.8 | | | 92.3 | | | 85.2 | | |

| Other, net | 2.8 | | | 11.4 | | | 7.9 | | |

| Payments for share reclassification | — | | | — | | | (200.7 | | ) |

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

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

| | For the Three Years Ended December 31, 2017, 2016 and 2015 | | | | | | | | | | | | | | | | | | | | | | | |

| BALANCE AT DECEMBER 31, 2014 | $ | 0.1 | | $ | 0.5 | | $ | — | | $ | 146.7 | | $ | 1,944.1 | | $ | (164.3 | ) | $ | 1,927.1 | | $ | 8.6 | |

| Cash dividends declared ($2.31 per Class A & B shares) | | | | | | | | | | | | | (133.8 | | ) | | | | (133.8 | | ) | | | |

| Share reclassification | (0.1 | | ) | (0.5 | | ) | 0.6 | | | | | | (201.5 | | ) | | | | (201.5 | | ) | | | |

| Income tax windfall from stock-based awards, net | | | | | | | | | | 4.8 | | | | | | | | | 4.8 | | | | | |

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is probable.

Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred.

The majority of the Company’s revenue is recognized at the time of shipment.

Revenue is recognized under these contracts when the service is completed and all conditions of sale have been met.

In addition, within the Electrical segment, certain businesses sell large and complex equipment which requires construction and assembly and occasionally has long lead times.

It is customary in these businesses to require a portion of the selling price to be paid in advance of construction.

These items primarily relate to sales volume incentives, special pricing allowances, and returned goods.

Sales volume incentives represent rebates with specific sales volume targets for specific customers.

Certain distributors qualify for price rebates by subsequently reselling the Company’s products into select channels of end users.

Following a distributor’s sale of an eligible product, the distributor submits a claim for a price rebate.

Customers also have a right to return goods under certain circumstances which are reasonably estimable by affected businesses.

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.

provides health care and life insurance benefits for some of its active and retired employees.

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

| | |

| --- | --- |

| | |

| 86 | HUBBELL INCORPORATED - Form 10-K |

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: 2017] [added: 2018] are included in Item 8 of this Annual Report on Form 10-K.

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial [removed: reporting.][added: reporting aside from the previously mentioned acquisition of Aclara.]

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

Because the Company has not yet fully incorporated the internal controls and procedures of Aclara into the Company's internal control over financial reporting, management excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2018.

Aclara accounted for 13% of the Company's total assets excluding intangibles and goodwill as of December 31, 2018 and 14% of the Company's net sales for the year then ended.

As part of the ongoing integration activities, the Company will complete an assessment of existing controls and incorporate its controls and procedures into Aclara.

| [removed: 84 |] HUBBELL INCORPORATED [removed: -] [added: \-] Form 10-K | [added: 87 |]

The following table provides information as of December 31, [removed: 2017] [added: 2018] 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: 2,528] [added: 2,468] | | (c)(e) | $ | [removed: 103.60] [added: 107.01] | | (f) | [removed: 2,609] [added: 2,170] | | (c) |

| Equity Compensation Plans Not Requiring Shareholder Approval(b) | [removed: 66] [added: 69] | | (c)(d) | — | | | | [removed: 161] [added: 156] | | (c) |

| (e) | Includes [removed: 486 thousand] [added: 358,000] 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: 1, 2018.][added: 7, 2019.]

| (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 [removed: to the subheadings “Election of Directors – 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] [added: from our] definitive proxy statement [removed: for] [added: to be filed in connect with] the Company’s annual meeting of shareholders scheduled to be held on May [removed: 1, 2018.] [added: 7, 2019.] |

| (2) | The information required by this item is incorporated by reference [removed: to the subheadings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Compensation of Directors” of the] [added: from our] definitive proxy statement [removed: for] [added: to be filed in connection with] the Company’s annual meeting of shareholders scheduled to be held on May [removed: 1, 2018.] [added: 7, 2019.] |

| [added: 88 |] HUBBELL INCORPORATED [removed: \-] [added: -] Form 10-K | [removed: 85 |]

| TOTAL | 2,537 | | | $ | 107.01 | | | 2,326 | | |

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

| (3) | The information required by this item is incorporated by reference [removed: to the subheadings “General – Review and Approval of Related Person Transactions” and “Corporate Governance – Director Independence” of the] [added: from our] definitive proxy statement [removed: for] [added: to be filed in connection with] the Company’s annual meeting of shareholders scheduled to be held on May [removed: 1, 2018.] [added: 7, 2019.] |

| (4) | The information required by this item is incorporated by reference [removed: to the heading “Ratification of the Selection of Independent Registered Public Accounting Firm – Proposal 2” of the] [added: from our] definitive proxy statement [removed: for] [added: to be filed in connection with] the Company’s annual meeting of shareholders scheduled to be held on May [removed: 1, 2018.] [added: 7, 2019.] |

| [removed: 86 |] HUBBELL INCORPORATED [removed: -] [added: \-] Form 10-K | [added: 89 |]

| HUBBELL INCORPORATED \- Form 10-K | [removed: 87] [added: 93] |

| [removed: 88] [added: 94] | HUBBELL INCORPORATED - Form 10-K |

| HUBBELL INCORPORATED \- Form 10-K | [removed: 89] [added: 95] |

| 21.1 | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828018001740/hubb-20171231xex211.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828019001446/hubb-20181231xex211.htm)] | | | | | * |

| 23.1 | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828018001740/hubb-20171231xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828019001446/hubb-20181231xex231.htm)] | | | | | * |

| 31.1 | [Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828018001740/hubb-20171231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828019001446/hubb-20181231xex311.htm)] | | | | | * |

| 31.2 | [Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828018001740/hubb-20171231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828019001446/hubb-20181231xex312.htm)] | | | | | * |

| 32.1 | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828018001740/hubb-20171231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828019001446/hubb-20181231xex321.htm)] | | | | | |

| 32.2 | [Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828018001740/hubb-20171231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828019001446/hubb-20181231xex322.htm)] | | | | | |

| Date: | February 15, [removed: 2018] [added: 2019] | | | |

| By | /s/ D. G. NORD D. G. Nord | Chairman, President and Chief Executive Officer and Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ W. R. SPERRY W. R. Sperry | Senior Vice President and Chief Financial Officer | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ J. A. CAPOZZOLI J. A. Capozzoli | Vice President, Controller (Principal Accounting Officer) | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ C. M. CARDOSO C. M. Cardoso | Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ A. J. GUZZI A. J. Guzzi | Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ N. J. KEATING N. J. Keating | Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ J. F. MALLOY J. F. Malloy | Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ J. G. RUSSELL J. G. Russell | Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ S. R. SHAWLEY S. R. Shawley | Director | [removed: 2/15/2018] [added: 2/15/2019] |

| By | /s/ R. J. SWIFT R. J. Swift | Director | [removed: 2/15/2018] [added: 2/15/2019] |

Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, [removed: 2015, 2016 and] [added: 2016,] 2017 [added: and 2018]

| By | /s/ B. C. LIND B. C. Lind | Director | 2/15/2019 |

| By | /s/ J. F. MARKS J. F. Marks | Director | 2/15/2019 |

| (1) | As of February 15, 2019. |

| Year 2018 | | $ | 4.6 | | | $ | — | | | $ | (1.4 | ) | | $ | 1.6 | | | $ | 4.8 | |

| Year 2018 | | $ | 50.5 | | | $ | 278.0 | | | $ | (293.5 | ) | | $ | 0.1 | | | $ | 35.1 | |

| Year 2018 | | $ | 19.4 | | | $ | 0.7 | | | $ | — | | | $ | 1.7 | | | $ | 21.8 | |

| By | /s/ JUDITH F. MARKS J.F. Marks | Director | 2/15/2018 |

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

| Year 2015 | | $ | 3.4 | | | $ | 2.7 | | | $ | (1.4 | ) | | $ | — | | | $ | 4.7 | |

| Year 2015 | | $ | 36.7 | | | $ | 233.2 | | | $ | (228.4 | ) | | $ | — | | | $ | 41.5 | |

| Year 2015 | | $ | 34.3 | | | $ | (12.3 | ) | | $ | — | | | $ | — | | | $ | 22.0 | |