Hubbell (HUBB) 10-K risk factor changes: FY2019 vs FY2018

Our business, operating results, financial condition, and cash flows may be [removed: impacted] [added: affected] by a number of factors including, but not limited to those set forth below.

Management’s Discussion and Analysis — “Executive Overview of the [removed: Business”, “Outlook”,] [added: Business”] and “Results of Operations”.

[removed: Global] [added: Global] economic uncertainty could adversely affect [removed: us.][added: us.]

[removed: We] [added: We] operate in markets that are subject to competitive pressures that could affect selling prices or demand for our [removed: products.][added: products.]

[removed: Our] [added: Our] inability to effectively develop and introduce new products could adversely affect our ability to [removed: compete.][added: compete.]

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

Because many of our costs are affected by factors [removed: outside,] [added: completely,] or substantially [removed: outside,] [added: outside] our control, we generally must seek to control or reduce costs through productivity initiatives.

If we are not able to identify and implement initiatives that control or reduce costs and increase operating efficiency, or if the cost savings initiatives we have implemented to date do not generate expected cost savings, our financial results could be adversely [removed: impacted.][added: affected.]

[removed: We] [added: We] engage in acquisitions and strategic investments and may encounter difficulty in obtaining appropriate acquisitions and in integrating these [removed: businesses.][added: businesses.]

The rate and extent to which acquisitions become available may [removed: impact] [added: affect] our growth rate.

[removed: We] [added: We] may fail to realize all of the anticipated benefits of the Aclara [removed: Acquisition] [added: acquisition] or those benefits may take longer to realize than [removed: expected.][added: expected.]

| [removed: 8] [added: 8] | [removed: HUBBELL INCORPORATED] [added: HUBBELL INCORPORATED] - [removed: Form 10-K] [added: *Form 10-K*] |

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

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

[removed: We] [added: We] manufacture and source products and materials from various countries throughout the world.

A disruption in the availability, price or quality of these products or materials could [removed: impact] [added: adversely affect] our operating [removed: results.][added: results.]

We rely on our suppliers to produce high quality materials, components and finished goods according to our [removed: specifications.][added: specifications, including timely delivery.]

Although we have quality control procedures in place, there is a risk that products may not meet our specifications which could [removed: impact] [added: adversely affect] our ability to ship quality products to our customers on a timely [removed: basis, which] [added: basis and,] could adversely [removed: impact] [added: affect] our results of operations.

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

| [removed: HUBBELL INCORPORATED \-] [added: HUBBELL INCORPORATED *\-] Form [removed: 10-K] [added: 10-K*] | [removed: 9] [added: 9] |

[removed: Future] [added: Future] tax law changes could increase our prospective tax expense.

In addition, tax payments may ultimately differ from amounts currently recorded by the [removed: Company.][added: Company.]

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

Throughout [removed: 2018,] [added: 2018 and 2019,] 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.

Further, state taxing authorities continue to [added: evaluate the impact of TCJA and] enact legislation and issue guidance on the state impacts of TCJA.

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

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 [removed: approval] [added: formal ratification] by the United [removed: States, Mexico] [added: States] and Canada, and proposed trade agreements, like the Trans-Pacific Partnership ("TPP"), [added: from] which the United States has formally [removed: withdrawn from,] [added: withdrawn,] as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum.

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

[removed: These] [added: Import] tariffs and potential [added: import] 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.

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 [removed: effect] [added: affect] on world trade and the world economy.

[removed: Our] [added: Our] success depends on attracting and retaining qualified [removed: personnel.][added: personnel.]

[removed: The] [added: 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 [removed: operations.][added: operations.]

As a result of the referendum, a complex and uncertain process of negotiation [removed: is now taking] [added: has taken] place [added: which] to [removed: determine] [added: date has not resulted in a definitive agreement to establish] the future terms of the UK’s relationship with the [removed: EU, with the UK currently due to exit the] EU [removed: on March 29, 2019.][added: or other countries.]

We conduct business in both the UK and EU and shipments from our UK subsidiaries represented 3% [removed: and 2%] of our total net sales in [removed: 2018] [added: both 2019] and [removed: 2017, respectively.][added: 2018.]

[removed: Deterioration] [added: Deterioration] in the credit quality of our customers could have a material adverse effect on our operating results and financial [removed: condition.][added: condition.]

We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 38%] [added: 41%] of our net sales.

[removed: Inability] [added: Inability] to access capital markets or failure to maintain our credit ratings may adversely affect our [removed: business.][added: business.]

Failure to maintain our credit ratings could also impact our ability to access credit markets and could [removed: adversely impact] [added: increase] our cost of borrowing.

While we have not encountered significant financing difficulties recently, the capital and credit markets [removed: have experienced significant volatility in recent years.][added: could deteriorate.]

[removed: If] [added: If] the underlying investments of our defined benefit plans do not perform as expected, we may have to make additional contributions to these [removed: plans.][added: plans.]

See also Risk Factor, “*Significant developments from the recent and potential changes in U.S. trade policies could have a material adverse effect on us*.”

In addition, foreign jurisdictions may also enact tax legislation that could alter the manner in which corporations are subject to tax in their jurisdictions that could significantly affect our ongoing operations.

Aspects of U.S. tax reform could also lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.

Notwithstanding, the UK exited the EU on January 31, 2020 under a transitional arrangement scheduled to remain in place until the end of 2020.

The transitional arrangement is intended primarily to maintain the status quo with respect to UK-EU trade and adherence to EU rules while a definitive exit agreement is negotiated.

Our business and results of operations may be materially adversely effected by compliance with import and export laws.

We must comply with various laws and regulations relating to the import and export of products, services and technology from the U.S. and other countries having jurisdiction over our operations, which may affect our transactions with certain customers, business partners and other persons.

In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies and in other circumstances, we may be required to obtain an export license before exporting a controlled item.

The length of time required by the licensing processes can vary, potentially delaying the shipment of products or performance of services and the recognition of the corresponding revenue.

In addition, failure to comply with any of these regulations could result in civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.

Moreover, any changes in export control or sanctions regulations may further restrict the export of our products or services, and the possibility of such changes requires constant monitoring to ensure we remain compliant.

Any restrictions on the export of our products or product lines could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

[removed: Executive] [added: Executive] Overview of the [removed: Business][added: Business]

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

The Company employed approximately [removed: 19,700] [added: 18,800] individuals worldwide as of December 31, [removed: 2018.][added: 2019.]

Results for [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] by segment are included under “Segment Results” within this Management’s Discussion and Analysis.

Our strategy to deliver products through a competitive cost structure has resulted in [removed: past and] ongoing restructuring and related activities.

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

Material costs are approximately [removed: two-thirds] [added: sixty percent] of our cost of goods sold therefore volatility in this area can significantly [removed: impact] [added: affect] profitability.

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

[removed: Acquisition] [added: Acquisition] of [removed: Aclara][added: Aclara]

For additional information about the Aclara acquisition, refer to Note 3 — Business Acquisitions [added: and Dispositions] in the Notes to the Consolidated Financial Statements.

| [removed: HUBBELL INCORPORATED \-] [added: HUBBELL INCORPORATED *\-] Form [removed: 10-K] [added: 10-K*] | [removed: 19] [added: 19] |

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

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

[removed: SUMMARY] [added: SUMMARY] OF CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE [removed: DATA)][added: DATA)]

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

| | [removed: 2018] [added: 2019] | | | [removed: %] [added: %] of Net [removed: sales] [added: sales] | | [removed: 2017] [added: 2018] | | | [removed: %] [added: %] of Net [removed: sales] [added: sales] | | [removed: 2016] [added: 2017] | | | [removed: %] [added: %] of Net [removed: sales] [added: sales] | |

| Net sales | $ | [removed: 4,481.7] [added: 4,591.0] | | | | $ | [removed: 3,668.8] [added: 4,481.7] | | | | $ | [removed: 3,505.2] [added: 3,668.8] | | | |

| Cost of goods sold | [removed: 3,181.3] [added: 3,238.3] | | | [removed: 71.0] [added: 70.5] | % | [removed: 2,513.7] [added: 3,181.3] | | | [removed: 68.5] [added: 71.0] | % | [removed: 2,400.1] [added: 2,513.7] | | | 68.5 | % |

| Gross profit | [removed: 1,300.4] [added: 1,352.7] | | | [removed: 29.0] [added: 29.5] | % | [removed: 1,155.1] [added: 1,300.4] | | | [removed: 31.5] [added: 29.0] | % | [removed: 1,105.1] [added: 1,155.1] | | | 31.5 | % |

| Selling & administrative expenses | [removed: 743.5] [added: 756.1] | | | [removed: 16.6] [added: 16.5] | % | [removed: 636.3] [added: 743.5] | | | [removed: 17.3] [added: 16.6] | % | [removed: 615.3] [added: 636.3] | | | [removed: 17.5] [added: 17.3] | % |

| Operating income | [removed: 556.9] [added: 596.6] | | | [removed: 12.4] [added: 13.0] | % | [removed: 518.8] [added: 556.9] | | | [removed: 14.1] [added: 12.4] | % | [removed: 489.8] [added: 518.8] | | | [removed: 14.0] [added: 14.1] | % |

| Net income attributable to Hubbell | [removed: 360.2] [added: 400.9] | | | [removed: 8.0] [added: 8.7] | % | [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: EARNINGS] [added: EARNINGS] PER SHARE - [removed: DILUTED] [added: DILUTED] | [removed: $] [added: $] | [removed: 6.54] [added: 7.31] | | | | [removed: $] [added: $] | [removed: 4.39] [added: 6.54] | | | | [removed: $] [added: $] | [removed: 5.24] [added: 4.39] | | | |

We believe those adjusted measures, which exclude the impact of certain costs, [added: gains and losses,] 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.

Our adjusted operating measures [added: also] exclude [removed: the] [added: Aclara transaction costs recognized in 2017 and 2018,] income tax effects associated with U.S. tax reform recognized in [removed: the fourth quarter of] 2017, [removed: Aclara acquisition-related] and [removed: transaction costs recognized in 2017 and 2018, and] the loss on extinguishment of debt incurred in [added: 2017 from] the [removed: third quarter] [added: redemption] of [removed: 2017, as further explained below, and as shown in the reconciliations to the comparable GAAP measures] [added: all of our $300 million outstanding long-term unsecured, unsubordinated notes] that [removed: follow.][added: were scheduled to mature in 2018.]

| [removed: 20] [added: 20] | [removed: HUBBELL INCORPORATED] [added: HUBBELL INCORPORATED] - [removed: Form 10-K] [added: *Form 10-K*] |

[added: |] Aclara [removed: acquisition-related and] transaction costs [added: | — | | | 9.5 | | |]

[removed: See] [added: Refer to] Note 3 [removed: —] [added: -] Business Acquisitions [added: and Dispositions, and Note 15 - Commitments and Contingencies] in the Notes to Consolidated Financial [removed: Statements] [added: Statements,] for additional [removed: information and further discussion of Aclara acquisition-related and transaction costs.][added: information.]

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

| | [added: For the] Year Ended December [removed: 31, 2018] [added: 31,] | | | | [removed: Year Ended December 31, 2017] | | | [added: | | | | |]

| Aclara transaction costs | [removed: 12.8] [added: —] | | | | [removed: 7.1] [added: 9.5] | | | [added: | 6.7 | | | |]

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

[removed: | Operating income | $ | 50.3 | | | $ | 6.7 | |][added: Operating Income]

| [removed: HUBBELL INCORPORATED \-] [added: HUBBELL INCORPORATED *\-] Form [removed: 10-K] [added: 10-K*] | [removed: 21] [added: 21] |

| | [removed: 2018] [added: 2019] | | | [removed: %] [added: %] of Net [removed: sales] [added: sales] | [removed: 2017] [added: 2018] | | | [removed: %] [added: %] of Net [removed: sales] [added: sales] | [removed: 2016] [added: 2017] | | | [removed: %] [added: %] of Net [removed: sales] [added: sales] |

| Gross profit (GAAP measure) | $ | [removed: 1,300.4] [added: 1,352.7] | | [removed: 29.0%] [added: 29.5%] | $ | [removed: 1,155.1] [added: 1,300.4] | | [removed: 31.5%] [added: 29.0%] | $ | [removed: 1,105.1] [added: 1,155.1] | | 31.5% |

| Adjusted gross profit | $ | [removed: 1,329.9] [added: 1,376.7] | | [removed: 29.7%] [added: 30.0%] | $ | [removed: 1,155.1] [added: 1,329.9] | | [removed: 31.5%] [added: 29.7%] | $ | [removed: 1,105.1] [added: 1,155.1] | | 31.5% |

| S&A expenses (GAAP measure) | $ | [removed: 743.5] [added: 756.1] | | [removed: 16.6%] [added: 16.5%] | $ | [removed: 636.3] [added: 743.5] | | [removed: 17.3%] [added: 16.6%] | $ | [removed: 615.3] [added: 636.3] | | [removed: 17.5%] [added: 17.3%] |

| Aclara [removed: acquisition-related and] transaction costs | [removed: 20.8] [added: —] | | | | [removed: 6.7] [added: 9.5] | | | | [removed: —] [added: 6.7] | | | |

| Operating income (GAAP measure) | $ | [removed: 556.9] [added: 596.6] | | [removed: 12.4%] [added: 13.0%] | $ | [removed: 518.8] [added: 556.9] | | [removed: 14.1%] [added: 12.4%] | $ | [removed: 489.8] [added: 518.8] | | [removed: 14.0%] [added: 14.1%] |

In 2019 we achieved two percent organic net sales growth on mixed end market trends.

Our utility facing markets drove strong growth within our Power segment, resulting in organic net sales increasing by approximately 5.5% as compared to the prior year.

End market performance within the Electrical segment was mixed, however, as non-residential and residential markets experienced modest growth, gas distribution markets remained solid, while industrial and oil markets were soft, resulting in a modest decline in organic net sales as compared to the prior year.

Operating margins expanded in both the Electrical and Power segments in 2019, driven by effective cost management and price realization.

That expansion included the impact of increased investments in restructuring and related activities in 2019 and the effect of Section 301 tariffs on certain of our businesses (the "Tariffs" referred to in the following discussion of results of operations).

In 2019, net income attributable to Hubbell grew by 11 percent compared to the prior year and diluted earnings per share grew by 12 percent.

Adjusted net income(1) grew by four percent in 2019 compared to the prior year and adjusted diluted earnings per share(1) grew by five percent in 2019, reflecting our strong operating income performance.

Free cash flow was strong in 2019 at $497.7 million as compared to $420.9 million in the prior year(2).

In 2019 we paid $186.6 million in shareholder dividends, an increase of eight percent as compared to the prior year, while also reducing our long term debt by $225.0 million and allocating approximately $71 million of capital to acquisitions.

(1) Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures.

See "Adjusted Operating Measures" below for a reconciliation to the comparable GAAP financial measures.

(2) Free cash flow is a non-GAAP financial measure.

See "Adjusted Operating Measures" and "Financial Condition, Liquidity and Capital Resources - Cash Flow" below for a reconciliation to the comparable GAAP financial measure.

| Less: Earnings allocated to participating securities | (1.5 | | ) | | | (1.3 | | ) | | | (0.8 | | ) | | |

Adjusted Operating Measures

Effective with results of operations reported in the first quarter of 2019, "adjusted" operating measures exclude amortization of intangible assets associated with all of our business acquisitions, including inventory step-up amortization associated with those acquisitions.

For comparability, all prior period "adjusted" operating measures as well as management's discussion and analysis have been updated to reflect this change in definition.

Adjusted operating measures in 2019 also exclude a gain on the disposition of the Haefely business, an investment loss as well as a 2019 net charge to recognize certain additional liabilities associated with the Company's previously disclosed withdrawal from a multi-employer pension plan.

Those items are reported in Total other expense (below Operating income) in the Consolidated Statements of Income.

| Amortization of acquisition-related intangible assets | 24.0 | | | | 29.5 | | | | — | | | |

| Amortization of acquisition-related intangible assets | 48.1 | | | | 46.4 | | | | 34.9 | | | |

| Adjusted S&A expenses | $ | 708.0 | | 15.7% | $ | 687.6 | | 15.3% | $ | 594.7 | | 17.3% |

| Amortization of acquisition-related intangible assets | 72.1 | | | | 75.9 | | | | 34.9 | | | |

| Adjusted operating income | $ | 668.7 | | 14.6% | $ | 642.3 | | 14.3% | $ | 560.4 | | 15.3% |

| Amortization of acquisition-related intangible assets, net of tax | 53.9 | | | | 57.5 | | | | 22.0 | | | |

| Gain on disposition of business, net of tax | (20.5 | | ) | | — | | | | — | | | |

| Multi-employer pension expense, net of tax | 6.4 | | | | — | | | | — | | | |

| Loss on investment, net of tax | 5.0 | | | | — | | | | — | | | |

| Adjusted net income available to common shareholders | $ | 444.0 | | | $ | 426.5 | | | $ | 332.8 | | |

| Average number of diluted shares outstanding | 54.7 | | | | 54.9 | | | | 55.1 | | | |

2019 Compared to 2018

Net sales of $4.6 billion in 2019 increased by two percent compared to 2018 primarily due to higher organic volume and the contribution of an additional month of net sales in 2019 associated with the Aclara acquisition which closed on February 2, 2018.

Organic net sales growth contributed approximately two percentage points, including favorable price realization, and acquisitions added approximately one percentage point, partially offset by an approximately one percentage point decline in net sales from the disposal of the Haefely business and foreign exchange.

As a percentage of net sales, cost of goods sold decreased by 50 basis points to 70.5% of net sales in 2019 as compared to 71.0% in 2018.

The gross profit margin in 2019 increased by 50 basis points to 29.5% of net sales as compared to 29.0% in 2018.

Excluding amortization of acquisition-related intangible assets, the adjusted gross profit margin was 30.0% in 2019 as compared to 29.7% in 2018 and increased primarily due to favorable price realization and savings from our productivity initiatives that outpaced cost increases, partially offset by higher restructuring and related costs, and lower net sales unit volume.

Excluding amortization of acquisition-related intangible assets and Aclara transaction costs incurred in 2018, adjusted operating income increased approximately four percent in 2019 to $668.7 million compared to 2018 and adjusted operating margin increased by 30 basis points to 14.6% in 2019.

The increase in adjusted operating income and adjusted operating margin is the result of higher gross profit and expanding gross profit margin in 2019, from price realization and productivity in excess of cost increases, partially offset by the effect of lower unit volume, and higher restructuring and related costs.

Total other expense decreased by $13.8 million in 2019 to $76.1 million compared to the prior year primarily due to the impact of certain discrete non-operating items, including a $21.7 million gain recognized on the disposal of the Haefely business partially offset by an $8.5 million net charge associated with the withdrawal from a multi-employer pension plan and subsequent execution of a settlement agreement with regard to the withdrawal obligation, and a $5.0 million loss on an investment in an available-for-sale debt security.

Interest expense, net of investment income, reported within total other expense for 2019 declined by $4.4 million as compared to the same period of the prior year.

| | |

| --- | --- |

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.

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

Aclara transaction costs are primarily for professional services and other fees incurred to complete the acquisition as well as certain financing costs recognized in interest expense in connection with the transaction.

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

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

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

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):

| | | | | | | | |

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

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

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

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

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

| | For the Year Ended December 31, | | | | | | | | | | | |

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

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

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

| Loss on early extinguishment of debt, net of tax | — | | | | 6.3 | | | | — | | | |

During 2018, the Company completed its analysis of the specific income tax effects of TCJA and recorded a net tax benefit of approximately $6 million related to adjustments to the prior provisional estimates and to record amounts related to items for which a prior provisional estimate had not been made.

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

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

Acquisitions added two percentage points to net sales in 2017 and organic volume, including the impact of pricing headwinds, added three percentage points.

Within our Electrical segment, organic net sales growth came primarily from products sold into the energy-related, non-residential and residential construction markets.

Cost of goods sold as a percentage of net sales in 2017 was 68.5% and was flat as compared to 2016.

Price and material cost headwinds as well as a 30 basis point headwind from acquisitions, were offset by gains from productivity initiatives that exceeded cost inflation, greater realized savings from our restructuring and related actions and lower restructuring and related costs in 2017.

The headwind from acquisitions includes our investment in IoT capabilities in 2017 through the acquisition of iDevices.

The gross profit margin for 2017 was 31.5% and was flat as compared to 2016, driven by costs of goods sold discussed above.

Excluding Aclara transaction costs, adjusted operating income in 2017 was $525.5 million and the adjusted operating margin increased by 30 basis points to 14.3%.

The benefit from those items was partially offset by price and material cost headwinds as well as a 40 basis point headwind from acquisitions, including our investment in IoT capabilities through the acquisition of iDevices.

Total other expense was $75.7 million in 2017 compared to $59.4 million in 2016.

The increase was primarily due to a $10.1 million pre-tax loss on the early extinguishment of long-term debt recognized in 2017 and higher foreign exchange losses in 2017 partially offset by the write-off of an escrow receivable in 2016 associated with a prior acquisition.

In [removed: 2018,] [added: 2019,] we manufactured and/or assembled products in the United States, Canada, [removed: Switzerland,] Puerto Rico, Mexico, China, UK, 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: 2018,] [added: 2019,] Hubbell also participated in joint ventures in Taiwan, Hong Kong and the Philippines.

Shipments to third party customers from non-U.S. subsidiaries as a percentage of the Company’s total net sales were [removed: 10%] [added: 9%] in [removed: 2018, 11%] [added: 2019, 10%] in [removed: 2017] [added: 2018] and [removed: 10%] [added: 11%] in [removed: 2016,] [added: 2017,] with the UK and Canadian operations [added: each] representing approximately [removed: 33% and 27%, respectively,] [added: 29%] of [removed: 2018] [added: 2019] total international net sales.

Product purchases representing approximately [removed: 20%] [added: 19%] of our net sales are sourced from unaffiliated suppliers located outside the United States, primarily in China and other Asian countries, Europe and Brazil.

| [removed: 36 | HUBBELL INCORPORATED -] [added: HUBBELL INCORPORATED *\-] Form [removed: 10-K] [added: 10-K*] | [added: 35 |]

Our [removed: long term] [added: 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, [removed: 2018,] [added: 2019,] the long-term debt outstanding related to the fixed-rate senior notes and term loan was $1,450.0 million and [removed: $331.3] [added: $106.3] million, respectively.

The following table presents cost and weighted average interest rate information related to financial instruments that are sensitive to changes in interest rates, by maturity at December 31, [removed: 2018] [added: 2019] (dollars in millions):

| | [removed: 2019] [added: 2020] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | [removed: Thereafter] [added: Thereafter] | | | [removed: Total] [added: Total] | | | [removed: Fair Value 12/31/18] [added: Fair Value 12/31/19] | | |

| [removed: ASSETS] [added: ASSETS] | | | | | | | | | | | | | | | | | | | | | | | | |

| Avg. interest rate | [removed: 4.60] [added: 2.75] | | % | [removed: 5.00] [added: 2.75] | | % | [removed: 5.00] [added: 2.75] | | % | [removed: 5.00] [added: —] | | [removed: %] | [removed: 5.00] [added: —] | | [removed: %] | [removed: 4.60] [added: —] | | [removed: %] | | | | | | |

| [removed: LIABILITIES] [added: LIABILITIES] | | | | | | | | | | | | | | | | | | | | | | | | |

| Senior Notes | $ | — | | $ | — | | $ | [removed: —] [added: 300.0] | | $ | [removed: 300.0] [added: —] | | $ | — | | $ | 1,150.0 | | $ | 1,450.0 | | $ | [removed: 1,369.3] [added: 1,486.6] | |

| Avg. interest rate | — | | | — | | | [removed: —] [added: 3.63] | | [added: %] | [removed: 3.63] [added: —] | | [removed: %] | — | | | 3.36 | | % | | | | | | |

| Term Loan | $ | [removed: 25.0] [added: 34.4] | | $ | [removed: 34.4] [added: 46.9] | | $ | [removed: 46.9] [added: 25.0] | | $ | [removed: 50.0] [added: —] | | $ | [removed: 175.0] [added: —] | | $ | — | | $ | [removed: 331.3] [added: 106.3] | | $ | [removed: 318.8] [added: 105.6] | |

| [removed: HUBBELL INCORPORATED \- Form 10-K] [added: 36] | [removed: 37] [added: HUBBELL INCORPORATED - *Form 10-K*] |

| Available-for-sale investments | $ | 14.2 | | $ | 5.7 | | $ | 5.9 | | $ | 5.0 | | $ | 6.6 | | $ | 12.6 | | $ | 50.0 | | $ | 50.7 | |

| Avg. interest rate | 4.77 | | % | 4.84 | | % | 4.72 | | % | 4.72 | | % | 4.59 | | % | 4.46 | | % | | | | | | |

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

| Avg. interest rate | 3.44 | | % | 3.44 | | % | 3.44 | | % | 3.44 | | % | 3.44 | | % | — | | | | | | | | |

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

The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the Investor Relations section of the Company’s website at [removed: http://www.hubbell.com] [added: *http://www.hubbell.com*] as soon as practicable after such material is electronically filed with, or furnished to, the SEC.

[removed: Electrical Segment][added: Electrical Segment]

The Electrical segment [removed: (59%] [added: (57%] of consolidated revenues in [removed: 2018 , 69%] [added: 2019, 59%] in [removed: 2017] [added: 2018] and [removed: 70%] [added: 69%] in [removed: 2016) is comprised of] [added: 2017) comprises] 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.

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

In addition, certain [added: of our] businesses design and manufacture [removed: a variety of high voltage test and measurement equipment,] industrial controls and communication systems used in the non-residential and industrial markets.

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

Hubbell maintains a sales and marketing organization to assist potential users with the application of certain products to their specific requirements, [removed: and with] [added: as well as to assist] architects, engineers, industrial designers, OEMs and electrical contractors [removed: for] [added: in] the design of electrical systems to meet the specific requirements of industrial, non-residential and residential users.

| [removed: HUBBELL INCORPORATED \-] [added: HUBBELL INCORPORATED *\-] Form [removed: 10-K] [added: 10-K*] | [removed: 3] [added: 3] |

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

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

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

| [removed: •] [added: •] | Ground fault devices | [removed: •] [added: •] | Pin & sleeve devices | [removed: •] [added: •] | [removed: High voltage test systems] [added: Electrical motor controls] |

| [removed: •] [added: •] | Canopy lights | [removed: •] [added: •] | Parking lot/parking garage fixtures | [removed: •] [added: •] | Decorative landscape fixtures |

| [removed: •] [added: •] | Emergency lighting/exit signs | [removed: •] [added: •] | Bollards | [removed: •] [added: •] | Fluorescent fixtures |

| [removed: •] [added: •] | Floodlights & poles | [removed: •] [added: •] | Bath/vanity fixtures & fans | [removed: •] [added: •] | Ceiling fans |

| [removed: •] [added: •] | LED components | [removed: •] [added: •] | Chandeliers & sconces | [removed: •] [added: •] | Site & area lighting |

| [removed: •] [added: •] | Recessed, surface mounted & track fixtures | [removed: •] [added: •] | Athletic & recreational field fixtures | [removed: •] [added: •] | Occupancy, dimming & daylight harvesting sensors |

| [removed: •] [added: •] | Mechanical connectors | [removed: •] [added: •] | Gas connectors and assemblies | [removed: •] [added: •] | Specialty communications equipment |

| [removed: •] [added: •] | Mechanical grounding devices | [removed: •] [added: •] | Installation tooling | [removed: •] [added: •] | Mining communication & controls |

| [removed: •] [added: •] | Compression connectors | [removed: •] [added: •] | Specialty lighting | [removed: •] [added: •] | Cable glands & fittings |

| [removed: •] [added: •] | Safety equipment | | | | |

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

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

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

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

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

| [removed: •] [added: •] | Security Lighting™ | [removed: •] [added: •] | Progress Lighting Design® | [removed: •] [added: •] | Hubbell® Outdoor Lighting™ | [removed: •] [added: •] | Architectural Area Lighting™ | | |

| [removed: •] [added: •] | Burndy® | [removed: •] [added: •] | Killark® | [removed: •] [added: •] | GAI-Tronics® | [removed: •] [added: •] | Gas Breaker® | [removed: •] [added: •] | R.W. Lyall™ |

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

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

| [removed: 4] [added: 4] | [removed: HUBBELL INCORPORATED] [added: HUBBELL INCORPORATED] - [removed: Form 10-K] [added: *Form 10-K*] |

[removed: Power Segment][added: Power Segment]

The Power segment [removed: (41%] [added: (43%] of consolidated revenues in [removed: 2018, 31%] [added: 2019, 41%] in [removed: 2017] [added: 2018] and [removed: 30%] [added: 31%] in [removed: 2016)] [added: 2017)] consists of operations [removed: for the] [added: that] design, manufacture and [removed: sale of] [added: sell] transmission and distribution components primarily for the electrical utilities industry.

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

| [removed: •] [added: •] | Cutouts & fuse links | [removed: •] [added: •] | Insulators | [removed: •] [added: •] | Programmable reclosers |

| [removed: •] [added: •] | Pole line hardware | [removed: •] [added: •] | Cable terminations & accessories | [removed: •] [added: •] | Sectionalizers |

| [removed: •] [added: •] | Helical anchors & foundations | [removed: •] [added: •] | Formed wire products | [removed: •] [added: •] | Lineman tools, hoses & gloves |

| [removed: •] [added: •] | Overhead, pad mounted & capacitor switches | [removed: •] [added: •] | Splices, taps & connectors | [removed: •] [added: •] | Polymer concrete & fiberglass enclosures and equipment pads |

| [removed: •] [added: •] | Advanced metering infrastructure | [removed: •] [added: •] | Meters and edge devices | [removed: •] [added: •] | Meter installation services |

| • | Utility asset protection equipment | | | | |

| • | Reliaguard® | • | Greenjacket® | | | | |

Information about our Executive Officers

| Allan J. Connolly | 52 | Group President, Power Systems | Present position since July 1, 2019; previously, President, Aclara February 2018 to June 28, 2019; President and Chief Executive Officer of Aclara May 2014 to February 2018; Chief Operating Officer of Culligan International July 2012 to January 2014; Executive Vice President of Operations, Engineering and N.A. Industrial of Culligan International November 2006 to July 2012; Vice President of Research, Development & Engineering of Culligan International April 2006 to November 2006; General Manager Technology, GE Power & Water March 2003 to April 2006. | |

| James M. Farrell | 52 | Acting Group President, Lighting | Present position since October 2019; previously, Vice President of Finance, Hubbell Lighting, Inc. June 2015 to October 2019; Vice President, Strategic Planning and Investor Relations April 2012 to May 2015; Director of Financial Planning & Analysis June 2004 to May 2008. | |

| Katherine A. Lane | 42 | Vice President, General Counsel and Secretary | Present position since June 6, 2019; previously Vice President, Acting General Counsel and Secretary March 2019 to June 6, 2019; Vice President, Associate General Counsel June 2017 to March 2019; Vice President, Legal, Hubbell Commercial & Industrial September 2015 to June 2017; Senior Counsel, Hubbell Electrical Systems May 2014 to September 2015; Corporate General Attorney August 2010 to May 2014. Previously, various positions in private practice in law firms based in Massachusetts and Connecticut. | |

High voltage products are sold primarily by direct sales to customers through our sales engineers.

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

| • | Electrical motor controls | | | | |

Executive Officers of the Registrant

| An-Ping Hsieh | 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 | 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. | |

| Kevin A. Poyck | 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. | |

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

For information related to our Board of Directors, refer to Item 10.

Directors, Executive Officers and Corporate Governance.

Based on our experience, current information and applicable law, we do not believe that these proceedings and claims will have a material adverse effect on our business, financial condition and results of operations.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: FORM 10-K][added: FORM 10-K]

[removed: þ ANNUAL] [added: ☑ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: FOR] [added: FOR] THE FISCAL YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2018][added: 2019]

[removed: ¨ TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: ][added: ]

[removed: HUBBELL INCORPORATED][added: | 2 | HUBBELL INCORPORATED - *Form 10-K* |]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: STATE OF CONNECTICUT] [added: Connecticut] | [removed: 06-0397030] | [added: 06-0397030 |]

| [removed: (State] [added: *(State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)*] | [removed: (I.R.S.] [added: | *(I.R.S.] Employer Identification [removed: No.)] [added: No.)*] |

| [removed: 40] [added: 40] Waterview [removed: Drive, Shelton, CT] [added: Drive] | [removed: 06484] | [added: |]

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | [removed: (Zip Code)] | [added: *(Zip Code)* |]

| [removed: (475) 882-4000] [added: (475)] | | [added: 882-4000 |]

| [removed: (Registrant's] [added: *(Registrant's] telephone number, including area [removed: code)] [added: code)*] | | [added: |]

| [removed: SECURITIES] [added: SECURITIES] REGISTERED PURSUANT TO SECTION 12(b) OF THE [removed: ACT:] [added: ACT:] | | [added: |]

| Title of each Class | [added: Trading Symbol(s) |] Name of Exchange on which Registered |

| [removed: Common] [added: Common] Stock — par value $0.01 per [removed: share] [added: share] | [removed: New] [added: HUBB | New] York Stock [removed: Exchange] [added: Exchange] |

| [removed: SECURITIES] [added: SECURITIES] REGISTERED PURSUANT TO SECTION 12(g) OF THE [removed: ACT:] [added: ACT:] | | [added: |]

| [removed: NONE] [added: NONE] | | [added: |]

| [removed: Indicate] [added: Indicate] by check [removed: mark] [added: mark] | | | | [removed: Yes] | [removed: No] | [added: | | |]

| [removed: •] [added: •] | if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | | | [removed: þ] | [removed: ¨] [added: Yes] | [added: ☑ | No | ☐ |]

| [removed: •] [added: •] | if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | | | [removed: ¨] | [removed: þ] [added: Yes] | [added: ☐ | No | ☑ |]

| [removed: •] [added: •] | if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. | | | [removed: þ] | [removed: ¨] [added: Yes] | [added: ☑ | No | ☐ |]

| [removed: •] [added: •] | whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | | | [removed: þ] | [removed: ¨] [added: Yes] | [added: ☑ | No | ☐ |]

| [removed: •] [added: •] | whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company or an emerging growth] company. See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer”,] “smaller reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act. (Check one): | | | | | [added: | | |]

| Large accelerated filer [removed: þ] | | [added: ☑ |] Accelerated filer [removed: ¨] [added: ☐] | Non-accelerated filer [removed: ¨] [added: ☐] (Do not check if a smaller reporting company) | Smaller reporting company [removed: ¨] | | [added: | ☐ |]

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

| • whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | | | | [removed: ¨] | [removed: þ] [added: Yes] | [added: ☐ | No | ☑ |]

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2018] [added: 2019] was [removed: $5,749,160,779*.][added: $7,036,079,255*.]

The number of shares outstanding of Hubbell Common Stock as of February [removed: 13, 2019] [added: 12, 2020] is [removed: 54,601,694.][added: 54,434,310.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the definitive proxy statement for the annual meeting of shareholders scheduled to be held on May [removed: 7, 2019,] [added: 5, 2020,] 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.

[removed: *Calculated] [added: Calculated] by excluding all shares held by Executive Officers and Directors of registrant without conceding that all such persons or entities are “affiliates” of registrant for purpose of the Federal Securities [removed: Laws.][added: Laws.*]

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

| [removed: [PART I](#s2665C0D70176539C9052A0DE7D645C11) | | [3](#s2665C0D70176539C9052A0DE7D645C11)] [added: PART I] |

| [removed: [ITEM 1](#s323DC167D93F5D1E812BF9B7E55296F0)] [added: [ITEM 1](#sAA1BF1CAB77953678D9E15A186B9B8D0)] | [removed: [Business](#s323DC167D93F5D1E812BF9B7E55296F0)] [added: [Business](#sAA1BF1CAB77953678D9E15A186B9B8D0)] | [removed: [3](#s323DC167D93F5D1E812BF9B7E55296F0)] [added: [3](#sAA1BF1CAB77953678D9E15A186B9B8D0)] |

| [removed: [ITEM 1A](#s1850245A74655734AAF9F48F4081A111)] [added: [ITEM 1A](#s5B6BF0D0F80355E7911E04E34A0F51A8)] | [Risk [removed: Factors](#s1850245A74655734AAF9F48F4081A111)] [added: Factors](#s5B6BF0D0F80355E7911E04E34A0F51A8)] | [removed: [8](#s1850245A74655734AAF9F48F4081A111)] [added: [8](#s5B6BF0D0F80355E7911E04E34A0F51A8)] |

| [removed: [ITEM 1B](#sC2A6F1BE67295611961253B82C6C84F6)] [added: [ITEM 1B](#s1EF02A4AC1E75A0AAC88894B4A424CCF)] | [Unresolved Staff [removed: Comments](#sC2A6F1BE67295611961253B82C6C84F6)] [added: Comments](#s1EF02A4AC1E75A0AAC88894B4A424CCF)] | [removed: [14](#sC2A6F1BE67295611961253B82C6C84F6)] [added: [14](#s1EF02A4AC1E75A0AAC88894B4A424CCF)] |

| [removed: [ITEM 2](#s56A1A01CB3B95D1CA3F0AC3A21019BD7)] [added: [ITEM 2](#s7D6A1EE42D405011B0AF8F988C3FBFD4)] | [removed: [Properties](#s56A1A01CB3B95D1CA3F0AC3A21019BD7)] [added: [Properties](#s7D6A1EE42D405011B0AF8F988C3FBFD4)] | [removed: [14](#s56A1A01CB3B95D1CA3F0AC3A21019BD7)] [added: [14](#s7D6A1EE42D405011B0AF8F988C3FBFD4)] |

HUBBELL INCORPORATED

| Shelton | CT | 06484 |

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| [PART II](#sCD0C8A6D4D13566AA8E679A4993FADC4) | | [16](#sCD0C8A6D4D13566AA8E679A4993FADC4) |

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| | | |

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| [PART IV](#s74BE754EBC9556A5BF5EE7DD63F70993) | | [90](#s74BE754EBC9556A5BF5EE7DD63F70993) |

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| [SIGNATURES](#sCC46D0B3D0AC5F24A2168EDF0428AF7F) | | [94](#sCC46D0B3D0AC5F24A2168EDF0428AF7F) |

10-K 1 hubb-20181231x10k.htm FORM 10-K

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| • | 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. | | | þ | |

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

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

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

| 2 | HUBBELL INCORPORATED - Form 10-K |

As of December 31, [removed: 2018,] [added: 2019,] Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.

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

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

| | Canada | [removed: 1] [added: —] | | 2 | | [removed: 178,700] [added: 84,000] | | [removed: 3,000] [added: —] | |

| | Puerto Rico | — | | 1 | | [removed: 162,400] [added: 162,000] | | — | |

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

| | Canada | [removed: —] [added: 1] | | [removed: 1] [added: 2] | | [removed: 30,000] [added: 179,000] | | [removed: —] [added: 3,000] | |

| | Mexico | 1 | | 1 | | [removed: 167,500] [added: 167,000] | | [removed: 181,100] [added: 181,000] | |

[removed: (1) The] [added: *(1)* *The] Power segment shares an owned manufacturing building in Mexico with the Electrical segment.

The building is included in the Electrical segment facility [removed: count.][added: count.*]

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

| Electrical segment | United States | 8 | | 20 | | 2,378,000 | | 1,873,000 | |

| | Australia | — | | 1 | | — | | 24,000 | |

| | Mexico | 1 | | 4 | | 829,000 | | 174,000 | |

| | China | — | | 1 | | — | | 350,000 | |

| | Singapore | 1 | | — | | — | | 12,000 | |

| | United Kingdom | 2 | | 3 | | 134,000 | | 58,000 | |

| Power segment (1) | United States | 4 | | 12 | | 3,205,000 | | 203,000 | |

| | China | — | | 2 | | — | | 199,000 | |

| | Philippines | — | | 1 | | — | | 19,000 | |

| | Spain | — | | 1 | | — | | 11,000 | |

| TOTAL | | 18 | | 52 | | 7,326,000 | | 3,107,000 | |

| Electrical segment | United States | 9 | | 24 | | 2,688,400 | | 1,856,900 | |

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

| | Mexico | 1 | | 4 | | 828,600 | | 174,100 | |

| | China | — | | 2 | | — | | 287,900 | |

| | Singapore | 1 | | — | | — | | 8,700 | |

| | Switzerland | — | | 1 | | 95,000 | | — | |

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

| Power segment (1) | United States | 4 | | 13 | | 3,328,300 | | 202,600 | |

| | China | — | | 3 | | — | | 262,600 | |

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

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

| [removed: PART II] [added: PART II] |

The number of common shareholders of record on December 31, [removed: 2018] [added: 2019] was [removed: 1,722.][added: 1,578.]

In October [removed: 2018,] [added: 2019,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $0.77 to] $0.84 [added: to $0.91] per share per quarter.

The increased quarterly dividend payment commenced with the December [removed: 14, 2018] [added: 16, 2019] payment made to the shareholders of record on November [removed: 30, 2018.][added: 29, 2019.]

[removed: Purchases] [added: Purchases] of Equity [removed: Securities][added: Securities]

As a result, our remaining share repurchase authorization under the October 2017 program is [removed: $360.0] [added: $325.0] million.

| [removed: 16] [added: 16] | [removed: HUBBELL INCORPORATED] [added: HUBBELL INCORPORATED] - [removed: Form 10-K] [added: *Form 10-K*] |

[removed: Corporate] [added: Corporate] Performance [removed: Graph][added: Graph]

The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2018,] [added: 2019,] 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: 2018,] [added: 2019,] 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: 2013] [added: 2014] in the Company’s Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.

[removed: COMPARISON] [added: COMPARISON] OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURN*]

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

[removed: ][added: ]

The Hubbell Incorporated line above uses the weighted average of Hubbell Class A and Class B shares for the annual period [removed: from December 2013 through] [added: ending] December 2014.

| [removed: *$100] [added: *Assumes $100] invested on [removed: 12/31/13] [added: 12/31/14] in stock or index, including reinvestment of dividends. [removed: Fiscal] [added: Data points are the last day of each fiscal] year ending December 31. Copyright© [removed: 2019] [added: 2020] Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© [removed: 2019] [added: 2020] S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved. |

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

The Company repurchased $35.0 million and $40.0 million of shares of Common Stock, in 2019 and 2018, respectively.

There were no share repurchases during the quarter ended December 31, 2019.

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

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

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

| | 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 | | | | |

| [removed: OPERATIONS,] [added: OPERATIONS,] years ended December [removed: 31,] [added: 31,] | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | |

| Net sales | $ | [removed: 4,481.7] [added: 4,591.0] | | $ | [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] | |

| Gross profit | $ | [removed: 1,300.4] [added: 1,352.7] | | $ | [removed: 1,155.1] [added: 1,300.4] | | $ | [removed: 1,105.1] [added: 1,155.1] | | $ | [removed: 1,091.6] [added: 1,105.1] | | $ | [removed: 1,108.2] [added: 1,091.6] | |

| Operating income (4) | $ | [removed: 556.9] [added: 596.6] | | $ | [removed: 518.8] [added: 556.9] | | $ | [removed: 489.8] [added: 518.8] | | $ | [removed: 474.1] [added: 489.8] | | $ | [removed: 515.0] [added: 474.1] | |

| Operating income as a % of sales | [removed: 12.4] [added: 13.0] | | % | [removed: 14.1] [added: 12.4] | | % | [removed: 14.0] [added: 14.1] | | % | 14.0 | | % | [removed: 15.3] [added: 14.0] | | % |

| Adjusted operating income as a % of sales (1) | [removed: 13.5] [added: 14.6] | | % | 14.3 | | % | [removed: 14.0] [added: 15.3] | | % | [removed: 14.0] [added: 14.9] | | % | [removed: 15.3] [added: 14.8] | | % |

| Net income attributable to Hubbell (2) | $ | [removed: 360.2] [added: 400.9] | | $ | [removed: 243.1] [added: 360.2] | | $ | [removed: 293.0] [added: 243.1] | | $ | [removed: 277.3] [added: 293.0] | | $ | [removed: 325.3] [added: 277.3] | |

| Net income attributable to Hubbell as a % of net sales | [removed: 8.0] [added: 8.7] | | % | [removed: 6.6] [added: 8.0] | | % | [removed: 8.4] [added: 6.6] | | % | [removed: 8.2] [added: 8.4] | | % | [removed: 9.7] [added: 8.2] | | % |

| Adjusted net income attributable to Hubbell as a % of net sales (1) | [removed: 9.0] [added: 9.7] | | % | [removed: 8.5] [added: 9.5] | | % | [removed: 8.4] [added: 9.1] | | % | [removed: 8.7] [added: 9.0] | | % | [removed: 9.7] [added: 9.3] | | % |

| Net income attributable to Hubbell as a % of Hubbell shareholders’ average equity | [removed: 21.1] [added: 21.5] | | % | [removed: 15.1] [added: 21.1] | | % | [removed: 17.6] [added: 15.1] | | % | [removed: 15.1] [added: 17.6] | | % | [removed: 17.0] [added: 15.1] | | % |

| Earnings per share — diluted | $ | [removed: 6.54] [added: 7.31] | | $ | [removed: 4.39] [added: 6.54] | | $ | [removed: 5.24] [added: 4.39] | | $ | [removed: 4.77] [added: 5.24] | | $ | [removed: 5.48] [added: 4.77] | |

| Adjusted earnings per share — diluted (1) | $ | [removed: 7.29] [added: 8.12] | | $ | [removed: 5.64] [added: 7.77] | | $ | [removed: 5.24] [added: 6.03] | | $ | [removed: 5.07] [added: 5.64] | | $ | [removed: 5.48] [added: 5.39] | |

| Cash dividends declared per common share | $ | [removed: 3.15] [added: 3.43] | | $ | [removed: 2.87] [added: 3.15] | | $ | [removed: 2.59] [added: 2.87] | | $ | [removed: 2.31] [added: 2.59] | | $ | [removed: 2.06] [added: 2.31] | |

| Average number of common shares outstanding — diluted | [added: 54.7 | | |] 54.9 | | | 55.1 | | | 55.7 | | | 58.0 | | | [removed: 59.2 | | |]

| Cost of acquisitions, net of cash acquired | $ | [removed: 1,118.0] [added: 70.8] | | $ | [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: FINANCIAL] [added: FINANCIAL] POSITION, AT [removed: YEAR-END] [added: YEAR-END] | | | | | | | | | | | | | | | |

| Working capital (3) | $ | [removed: 804.4] [added: 729.3] | | $ | [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] | |

| Total assets | $ | [removed: 4,872.1] [added: 4,903.0] | | $ | [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] | |

| Total debt | $ | [removed: 1,793.2] [added: 1,571.4] | | $ | [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] | |

| Total Hubbell shareholders’ equity | $ | [removed: 1,780.6] [added: 1,947.1] | | $ | [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: NUMBER] [added: NUMBER] OF EMPLOYEES, AT [removed: YEAR-END] [added: YEAR-END] | [removed: 19,700] [added: 18,800] | | | [removed: 17,700] [added: 19,700] | | | [removed: 17,400] [added: 17,700] | | | [removed: 16,200] [added: 17,400] | | | [removed: 15,400] [added: 16,200] | | |

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

[removed: (2) Net] [added: *(2)* *Net] income in 2017 includes approximately $57 million, or $1.02 per share, impact associated with the [removed: TCJA.][added: TCJA.*]

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

[removed: (4) Historical] [added: *(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 [removed: Cost.][added: Cost.*]

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

| Adjusted operating income (1) | $ | 668.7 | | $ | 642.3 | | $ | 560.4 | | $ | 522.1 | | $ | 502.3 | |

| Adjusted net income attributable to Hubbell (1) | $ | 445.7 | | $ | 428.0 | | $ | 333.9 | | $ | 315.4 | | $ | 313.7 | |

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

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

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

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

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

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

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

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

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

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

| [removed: Financial] [added: Financial] Statement [removed: Schedule] [added: Schedule] | |

| [removed: [Valuation] [added: [Valuation] and Qualifying Accounts and Reserves (Schedule [removed: II)](#s6B8544A2B05F571792B36A31EB0AF98E)] [added: II)](#sF088CA99D056575481970C064FBC0585)] | [removed: [95](#s6B8544A2B05F571792B36A31EB0AF98E)] [added: [95](#sF088CA99D056575481970C064FBC0585)] |

| [removed: 38 | HUBBELL INCORPORATED -] [added: HUBBELL INCORPORATED *\-] Form [removed: 10-K] [added: 10-K*] | [added: 37 |]

[removed: Reports] [added: | [Reports] of [removed: Management][added: Management](#sA6D0C790E2AC50D69E6A8C589969E637) | [38](#sA6D0C790E2AC50D69E6A8C589969E637) |]

[removed: Report] [added: Report] on Management’s Responsibility for Financial [removed: Statements][added: Statements]

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

[removed: Management’s] [added: Management’s] Annual Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

[added: In] making this assessment, management used the criteria set forth in Internal Control-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, [removed: 2018.][added: 2019.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which is included below within this Annual Report on Form 10-K.

| [removed: David] [added: David] G. [removed: Nord] [added: Nord] | | [removed: William] [added: William] R. [removed: Sperry] [added: Sperry] |

| [removed: Chairman] [added: *Chairman] of the [removed: Board, President] [added: Board] and Chief Executive [removed: Officer] [added: Officer*] | | [removed: Senior] [added: *Executive] Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Treasurer*] |

| [removed: HUBBELL INCORPORATED \- Form 10-K] [added: 38] | [removed: 39] [added: HUBBELL INCORPORATED - *Form 10-K*] |

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#s7359B46ED348582FA9B8814B7C56C70D) | [39](#s7359B46ED348582FA9B8814B7C56C70D) |]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]