Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 1-2958

HUBBELL INCORPORATED

(Exact name of registrant as specified in its charter)



STATE OF CONNECTICUT	06-0397030
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
40 Waterview Drive, Shelton, CT	06484
(Address of principal executive offices)	(Zip Code)
(475) 882-4000
(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report.)



Indicate by check mark			YES	NO
• whether 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 reports), and (2) has been subject to such filing requirements for the past 90 days.			þ	¨
• 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).			þ	¨
• whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer (Do not check if a smaller reporting company) ¨	Smaller reporting company ¨
• whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).			¨	þ

The number of shares outstanding of the Class A Common Stock and Class B Common Stock as of July 15, 2015 were 7,167,506 and 50,703,910 respectively.

HUBBELL INCORPORATED-Form 10-Q 1

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Index



Table of contents

PART I		3

ITEM 1	Financial Statements (unaudited)
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	29
ITEM 4	Controls and Procedures	29

PART II		30

ITEM 1A	Risk Factors	30
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	30
ITEM 6	Exhibits	31
	Signatures	32

HUBBELL INCORPORATED-Form 10-Q 2

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PART I	FINANCIAL INFORMATION



ITEM 1	Financial Statements

Condensed Consolidated Statements of Income (unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per share amounts)	2015			2014			2015			2014
Net sales	$	874.0		$	855.8		$	1,683.7		$	1,615.3
Cost of goods sold	589.9			563.3			1,146.9			1,077.8
Gross profit	284.1			292.5			536.8			537.5
Selling & administrative expenses	157.4			148.8			305.1			289.0
Operating income	126.7			143.7			231.7			248.5
Interest expense, net	(7.4		)	(7.0		)	(15.1		)	(14.5		)
Other (expense) income, net	(1.3		)	(0.3		)	(3.8		)	(1.5		)
Total other expense	(8.7		)	(7.3		)	(18.9		)	(16.0		)
Income before income taxes	118.0			136.4			212.8			232.5
Provision for income taxes	36.7			45.6			68.1			76.4
Net income	81.3			90.8			144.7			156.1
Less: Net income attributable to noncontrolling interest	1.2			0.6			2.2			1.7
Net income attributable to Hubbell	$	80.1		$	90.2		$	142.5		$	154.4
Earnings per share
Basic	$	1.39		$	1.53		$	2.46		$	2.61
Diluted	$	1.37		$	1.51		$	2.44		$	2.59
Cash dividends per common share	$	0.56		$	0.50		$	1.12		$	1.00

See notes to unaudited condensed consolidated financial statements.

HUBBELL INCORPORATED-Form 10-Q 3

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Condensed Consolidated Statements of Comprehensive Income (unaudited)



	Three Months Ended June 30,
(in millions)	2015			2014
Net income	$	81.3		$	90.8
Other comprehensive income (loss):
Foreign currency translation adjustments	13.6			10.0
Pension and post retirement benefit plans’ prior service costs and net actuarial gains, net of taxes of ($0.9) and ($0.2)	1.8			0.4
Unrealized loss on investments, net of taxes of $0.0 and $0.0	(0.1		)	0.1
Unrealized gain (loss) on cash flow hedges, net of taxes of $0.1 and $0.3	(0.7		)	(0.6		)
Other comprehensive income (loss)	14.6			9.9
Total comprehensive income	95.9			100.7
Less: Comprehensive income attributable to noncontrolling interest	1.2			0.6
Comprehensive income attributable to Hubbell	$	94.7		$	100.1

See notes to unaudited condensed consolidated financial statements.




	Six Months Ended June 30,
(in millions)	2015			2014
Net income	$	144.7		$	156.1
Other comprehensive income (loss):
Foreign currency translation adjustments	(10.2		)	12.7
Pension and post retirement benefit plans’ prior service costs and net actuarial gains, net of taxes of ($1.9) and $(0.5)	3.5			0.9
Unrealized loss on investments, net of taxes of $0.0 and $0.0	(0.1		)	—
Unrealized gain on cash flow hedges, net of taxes of $0.3 and $0.2	—			(0.4		)
Other comprehensive income (loss)	(6.8		)	13.2
Total comprehensive income	137.9			169.3
Less: Comprehensive income attributable to noncontrolling interest	2.2			1.7
Comprehensive income attributable to Hubbell	$	135.7		$	167.6

See notes to unaudited condensed consolidated financial statements.

HUBBELL INCORPORATED-Form 10-Q 4

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Condensed Consolidated Balance Sheets (unaudited)



(in millions)	June 30, 2015		December 31, 2014
ASSETS
Current Assets
Cash and cash equivalents	$	444.3	$	653.9
Short-term investments	10.4		7.8
Accounts receivable, net	512.5		469.8
Inventories, net	511.9		441.8
Deferred taxes and other	57.7		56.1
Total Current Assets	1,536.8		1,629.4
Property, Plant, and Equipment, net	409.0		401.2
Other Assets
Investments	43.1		44.1
Goodwill	920.2		874.7
Intangible assets, net	368.1		322.8
Other long-term assets	52.9		50.6
TOTAL ASSETS	$	3,330.1	$	3,322.8
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt	$	0.2	$	1.4
Accounts payable	279.8		244.0
Accrued salaries, wages and employee benefits	54.6		76.0
Accrued insurance	54.2		47.8
Other accrued liabilities	127.5		130.0
Total Current Liabilities	516.3		499.2
Long-Term Debt	597.8		597.6
Other Non-Current Liabilities	279.5		290.3
TOTAL LIABILITIES	1,393.6		1,387.1
Total Hubbell Shareholders’ Equity	1,927.4		1,927.1
Noncontrolling interest	9.1		8.6
Total Equity	1,936.5		1,935.7
TOTAL LIABILITIES AND EQUITY	$	3,330.1	$	3,322.8

See notes to unaudited condensed consolidated financial statements.

HUBBELL INCORPORATED-Form 10-Q 5

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Condensed Consolidated Statements of Cash Flows (unaudited)



	Six Months Ended June 30,
(in millions)	2015			2014
Cash Flows from Operating Activities
Net income	$	144.7		$	156.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42.9			38.9
Deferred income taxes	(2.0		)	6.1
Stock-based compensation	7.3			6.7
Tax benefit on stock-based awards	(1.8		)	(6.2		)
Changes in assets and liabilities, excluding effects of acquisitions:
Increase in accounts receivable, net	(37.4		)	(47.1		)
Increase in inventories, net	(51.3		)	(31.2		)
Increase in current liabilities	18.8			(9.4		)
Changes in other assets and liabilities, net	(3.1		)	(8.6		)
Contribution to qualified defined benefit pension plans	(21.7		)	(2.8		)
Other, net	2.3			(1.3		)
Net cash provided by operating activities	98.7			101.2
Cash Flows from Investing Activities
Capital expenditures	(34.5		)	(27.1		)
Acquisition of businesses, net of cash acquired	(127.0		)	(147.3		)
Purchases of available-for-sale investments	(5.6		)	(6.0		)
Proceeds from available-for-sale investments	4.1			4.7
Other, net	1.5			1.4
Net cash used in investing activities	(161.5		)	(174.3		)
Cash Flows from Financing Activities
Short-term debt borrowings	0.2			0.7
Payments of short-term debt	(1.4		)	—
Payment of dividends	(64.9		)	(59.1		)
Payment of dividends to noncontrolling interest	(1.7		)	(1.3		)
Repurchase of common shares	(76.0		)	(23.3		)
Proceeds from exercise of stock options	—			0.7
Tax benefit on stock-based awards	1.8			6.2
Other, net	—			0.1
Net cash used in financing activities	(142.0		)	(76.0		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(4.8		)	5.8
Decrease in cash and cash equivalents	(209.6		)	(143.3		)
Cash and cash equivalents
Beginning of period	653.9			740.7
End of period	$	444.3		$	597.4

See notes to unaudited condensed consolidated financial statements.

HUBBELL INCORPORATED-Form 10-Q 6

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Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Hubbell Incorporated (“Hubbell”, the “Company”, “registrant”, “we”, “our” or “us”, which references shall include its divisions and subsidiaries) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S.”) for complete financial statements. In the opinion of management, all adjustments consisting only of normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Hubbell Incorporated Annual Report on Form 10-K for the year ended December 31, 2014.

Recent Accounting Pronouncements

In April of 2015, the Financial Accounting Standards Board ("FASB") updated the guidance related to the presentation of debt issuance costs. The new standard requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The update requires the guidance to be applied retrospectively. The update is effective for fiscal years beginning after December 15, 2015 and the Company does not expect adoption of this guidance will have a material impact on its financial statements.

In February 2015, the FASB amended the current consolidation guidance. The new guidance will impact the determination of whether an entity is a variable interest entity ("VIE") and when a company holds a variable interest in a VIE by introducing specific amendments relating to limited partnerships, outsourced decision makers and service providers, and related parties. The guidance is effective for annual and interim periods beginning after December 2015. The Company does not expect adoption of this guidance will have a material impact on its financial statements.

In January 2015, the FASB issued new guidance to eliminate the concept of extraordinary items as part of its initiative to reduce complexity in accounting standards. The guidance is effective for annual and interim periods beginning after December 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a material impact on its financial statements.

In August 2014, the FASB issued new guidance requiring an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and if those conditions exist, the required disclosures. The guidance is effective for annual periods ending after December 15, 2015, and for annual and interim periods thereafter. The Company does not expect adoption of this standard will have a material impact on its financial statements.

In June 2014, the FASB issued new guidance to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a material impact on its financial statements.

In May 2014, the FASB issued new revenue recognition guidance that supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. According to the new guidance an entity will apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance was proposed to be effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period and early application is not permitted. On July 9, 2015, the FASB deferred the effective date of the new revenue recognition standard by one year. This means it is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently assessing the impact of adopting this standard on its financial statements.

HUBBELL INCORPORATED-Form 10-Q 7

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In April 2014, the FASB issued new guidance changing the criteria for determining which disposals of components of an entity can be presented as discontinued operations and modifying the related disclosure requirements. The guidance applies prospectively to new disposals and new classifications of assets as held for sale after the effective date and is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. This amendment was adopted by the Company effective January 1, 2015 and had no impact on its financial statements.

NOTE 2 Business Acquisitions

In the first quarter of 2015, the Company acquired the majority of the net assets of the Acme Electric business division of Power Products,LLC and all of the outstanding common stock of Acme Electric de Mexico S. de R.L. de C.V. and Acme Electric Manufacturing de Mexico S. de R.L. de C.V. (collectively "Acme"). Acme was purchased for $67.6 million, net of cash received, and has been added to the Electrical segment, resulting in the recognition of intangible assets of $30.8 million and goodwill of $21.1 million. The $30.8 million of intangible assets consists primarily of customer relationships and tradenames and will be amortized over a weighted average period of approximately 20 years. The majority of the goodwill is expected to be deductible for tax purposes.

In the first quarter of 2015, the Company acquired the majority of net assets of the Turner Electric business division of Power Products, LLC ("Turner") constituting the transmission and substation switching business. Turner was purchased for $37.6 million, net of cash received, and has been added to the Power segment, resulting in the recognition of intangible assets of $22.0 million and goodwill of $11.8 million. The $22.0 million of intangible assets consists primarily of customer relationships and tradenames and will be amortized over a weighted average period of approximately 19 years. All of the goodwill associated with the Turner acquisition is expected to be deductible for tax purposes.

In the first quarter of 2015, the Company acquired all of the membership interests of the Electric Controller and Manufacturing Company, LLC ("EC&M"). EC&M was purchased for $21.6 million, net of cash received, and has been added to the Electrical segment, resulting in the recognition of intangible assets of $8.5 million and goodwill of $7.8 million. The $8.5 million of intangible assets consists primarily of customer relationships and tradenames and will be amortized over a weighted average period of approximately 16 years. All of the goodwill associated with the EC&M acquisition is expected to be deductible for tax purposes.

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

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



Tangible assets acquired	$	34.4
Intangible assets	61.3
Goodwill	40.7
Other liabilities assumed	(9.6		)
TOTAL CASH CONSIDERATION, NET	$	126.8

Cash used for the acquisition of businesses, net of cash acquired as reported in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2015 is $127.0 million and includes an approximately $0.2 million payment in 2015 to settle the net working capital adjustment relating to an acquisition completed in the fourth quarter of 2014.

The Condensed Consolidated Financial Statements include the results of operations of Acme, Turner and EC&M from the date of acquisition. Net sales and earnings related to these acquisitions for the three and six months ended June 30, 2015 were not significant to the consolidated results. Pro forma information related to these acquisitions has not been included because the impact to the Company’s consolidated results of operations was not material.

HUBBELL INCORPORATED-Form 10-Q 8

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NOTE 3 Segment Information

The Company’s reporting segments consist of the Electrical segment and the Power segment. The following table sets forth financial information by business segment (in millions):



	Net Sales				Operating Income				Operating Income as a % of Net Sales
	2015		2014		2015		2014		2015		2014
Three Months Ended June 30,
Electrical	$	615.0	$	612.4	$	74.5	$	95.5	12.1	%	15.6	%
Power	259.0		243.4		52.2		48.2		20.2	%	19.8	%
TOTAL	$	874.0	$	855.8	$	126.7	$	143.7	14.5	%	16.8	%
Six Months Ended June 30,
Electrical	$	1,184.8	$	1,151.2	$	137.8	$	163.6	11.6	%	14.2	%
Power	498.9		464.1		93.9		84.9		18.8	%	18.3	%
TOTAL	$	1,683.7	$	1,615.3	$	231.7	$	248.5	13.8	%	15.4	%

NOTE 4 Inventories, net

Inventories, net are comprised of the following (in millions):



	June 30, 2015			December 31, 2014
Raw material	$	176.7		$	153.8
Work-in-process	103.3			94.8
Finished goods	316.1			277.6
	596.1			526.2
Excess of FIFO over LIFO cost basis	(84.2		)	(84.4		)
TOTAL	$	511.9		$	441.8

NOTE 5 Goodwill and Intangible Assets, net

Changes in the carrying values of goodwill for the six months ended June 30, 2015, by segment, were as follows (in millions):



	Segment
	Electrical		Power		Total
BALANCE DECEMBER 31, 2014	$	568.9	$	305.8	$	874.7
Current year acquisitions	28.9		11.8		40.7
Foreign currency translation and prior year acquisitions	3.6		1.2		4.8
BALANCE JUNE 30, 2015	$	601.4	$	318.8	$	920.2

In 2015, the Company closed the acquisitions of Acme, Turner, and EC&M. The Acme and EC&M acquisitions were added to the Electrical segment, while the Turner acquisition was added to the Power segment. These acquisitions have been accounted for as business combinations and have resulted in the recognition of $40.7 million of goodwill. See also Note 2 – Business Acquisitions.

The Company performs its goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. The Company has elected to utilize the two step goodwill impairment testing process as permitted in the accounting guidance. Step 1 compares the fair value of the Company’s reporting units to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. If the carrying value of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment.

HUBBELL INCORPORATED-Form 10-Q 9

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Goodwill impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. The Company uses internal discounted cash flow estimates to determine fair value. These cash flow estimates are derived from historical experience and future long-term business plans and the application of an appropriate discount rate. The Company used market-based multiples of select industrial competitors to validate the reasonableness of our internal discounted cash flow estimates of fair value. Changes in these estimates and assumptions could affect the determination of fair value and/or goodwill impairment for each reporting unit. The Company’s estimated aggregate fair value of its reporting units are reasonable when compared to the Company’s market capitalization on the valuation date.

As of April 1, 2015, the impairment testing resulted in implied fair values for each reporting unit that exceeded the reporting unit’s carrying value, including goodwill. The Company did not have any reporting units at risk of failing Step 1 of the impairment test as the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value) ranged from approximately 100% to approximately 300%. Additionally, the Company did not have any reporting units with zero or negative carrying amounts.

The carrying value of other intangible assets included in Intangible assets, net in the Condensed Consolidated Balance Sheet is as follows (in millions):



	June 30, 2015					December 31, 2014
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Definite-lived:
Patents, tradenames and trademarks	$	133.7	$	(35.4	)	$	125.1	$	(32.5	)
Customer/agent relationships and other	313.8		(98.5		)	263.0		(87.8		)
Total	447.5		(133.9		)	388.1		(120.3		)
Indefinite-lived:
Tradenames and other	54.5		—			55.0		—
TOTAL	$	502.0	$	(133.9	)	$	443.1	$	(120.3	)

Amortization expense associated with these definite-lived intangible assets was $14.2 million and $11.7 million for the six months ended June 30, 2015 and 2014, respectively. Future amortization expense associated with these intangible assets is expected to be $14.5 million for the remainder of 2015, $27.1 million in 2016, $26.6 million in 2017, $24.7 million in 2018, $22.3 million in 2019, and $21.2 million in 2020.

NOTE 6 Other Accrued Liabilities

Other accrued liabilities are comprised of the following (in millions):



	June 30, 2015		December 31, 2014
Customer program incentives	$	28.2	$	40.5
Accrued income taxes	5.2		5.8
Deferred revenue	16.1		18.2
Other	78.0		65.5
TOTAL	$	127.5	$	130.0

HUBBELL INCORPORATED-Form 10-Q 10

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NOTE 7 Other Non-Current Liabilities

Other non-current liabilities are comprised of the following (in millions):



	June 30, 2015		December 31, 2014
Pensions	$	115.6	$	137.1
Other postretirement benefits	24.3		24.3
Deferred tax liabilities	79.8		74.5
Other	59.8		54.4
TOTAL	$	279.5	$	290.3

NOTE 8 Total Equity

Total equity is comprised of the following (in millions, except per share amounts):



	June 30, 2015			December 31, 2014
Common stock, $.01 par value:
Class A - authorized 50.0 shares; issued and outstanding 7.2 and 7.2 shares	$	0.1		$	0.1
Class B - authorized 150.0 shares; issued and outstanding 50.7 and 51.3 shares	0.5			0.5
Additional paid-in-capital	76.3			146.7
Retained earnings	2,021.6			1,944.1
Accumulated other comprehensive loss:
Pension and post retirement benefit plan adjustment, net of tax	(121.2		)	(124.7		)
Cumulative translation adjustment	(50.1		)	(39.9		)
Unrealized gain on investment, net of tax	0.2			0.3
Cash flow hedge gain, net of tax	—			—
Total Accumulated other comprehensive loss	(171.1		)	(164.3		)
Hubbell shareholders’ equity	1,927.4			1,927.1
Noncontrolling interest	9.1			8.6
TOTAL EQUITY	$	1,936.5		$	1,935.7

A summary of the changes in equity for the six months ended June 30, 2015 and 2014 is provided below (in millions):



	Six Months Ended June 30,
	2015									2014
	Hubbell Shareholders’ Equity			Noncontrolling interest			Total Equity			Hubbell Shareholders’ Equity			Noncontrolling interest			Total Equity
EQUITY, JANUARY 1	$	1,927.1		$	8.6		$	1,935.7		$	1,906.4		$	8.4		$	1,914.8
Total comprehensive income	135.7			2.2			137.9			167.6			1.7			169.3
Stock-based compensation	7.0			—			7.0			6.3			—			6.3
Exercise of stock options	—			—			—			0.7			—			0.7
Income tax windfall from stock-based awards, net	1.6			—			1.6			6.2			—			6.2
Repurchase/surrender of common shares	(79.3		)	—			(79.3		)	(31.1		)	—			(31.1		)
Issuance of shares related to directors’ deferred compensation	0.2			—			0.2			0.5			—			0.5
Dividends to noncontrolling interest	—			(1.7		)	(1.7		)	—			(1.3		)	(1.3		)
Cash dividends declared	(64.9		)	—			(64.9		)	(59.2		)	—			(59.2		)
EQUITY, JUNE 30	$	1,927.4		$	9.1		$	1,936.5		$	1,997.4		$	8.8		$	2,006.2

HUBBELL INCORPORATED-Form 10-Q 11

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The detailed components of total comprehensive income are presented in the Condensed Consolidated Statement of Comprehensive Income.

NOTE 9 Accumulated Other Comprehensive Loss

A summary of the changes in Accumulated other comprehensive loss (net of tax) for the six months ended June 30, 2015 is provided below (in millions):



(debit) credit	Cash flow hedge (loss) gain			Unrealized gain (loss) on available-for- sale securities			Pension and post retirement benefit plan adjustment			Cumulative translation adjustment			Total
BALANCE AT DECEMBER 31, 2014	$	—		$	0.3		$	(124.7	)	$	(39.9	)	$	(164.3	)
Other comprehensive income (loss) before reclassifications	0.8			(0.1		)	—			(10.2		)	(9.5		)
Amounts reclassified from accumulated other comprehensive loss	(0.8		)	—			3.5			—			2.7
Current period other comprehensive income (loss)	—			(0.1		)	3.5			(10.2		)	(6.8		)
BALANCE AT JUNE 30, 2015	$	—		$	0.2		$	(121.2	)	$	(50.1	)	$	(171.1	)

A summary of the gain (loss) reclassifications out of Accumulated other comprehensive loss for the three and six months ended June 30, 2015 and 2014 is provided below (in millions):



Details about Accumulated Other Comprehensive Loss Components	Three Months Ended June 30, 2015			Three Months Ended June 30, 2014				Location of Gain (Loss) Reclassified into Income
Cash flow hedges gain (loss):
Forward exchange contracts	$	0.4		$	0.2			Cost of goods sold
	0.4			0.2				Total before tax
	(0.1		)	(0.1		)		Tax (expense) benefit
	$	0.3		$	0.1			Gain (loss) net of tax
Amortization of defined benefit pension and post retirement benefit items:
Prior-service costs	$	0.3		$	0.2		(a)
Actuarial gains/(losses)	(3.0		)	(0.8		)	(a)
	(2.7		)	(0.6		)		Total before tax
	0.9			0.2				Tax benefit (expense)
	$	(1.8	)	$	(0.4	)		(Loss) gain net of tax
Losses reclassified into earnings	$	(1.5	)	$	(0.3	)		(Loss) gain net of tax


(a)	These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 11 - Pension and Other Benefits for additional details).

HUBBELL INCORPORATED-Form 10-Q 12

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Details about Accumulated Other Comprehensive Loss Components	Six Months Ended June 30, 2015			Six Months Ended June 30, 2014				Location of Gain (Loss) Reclassified into Income
Cash flow hedges gain (loss):
Forward exchange contracts	$	1.1		$	0.6			Cost of goods sold
	1.1			0.6				Total before tax
	(0.3		)	(0.2		)		Tax (expense) benefit
	$	0.8		$	0.4			Gain (loss) net of tax
Amortization of defined benefit pension and post retirement benefit items:
Prior-service costs	$	0.5		$	0.3		(a)
Actuarial gains/(losses)	(5.9		)	(1.7		)	(a)
	(5.4		)	(1.4		)		Total before tax
	1.9			0.5				Tax benefit (expense)
	$	(3.5	)	$	(0.9	)		(Loss) gain net of tax
Losses reclassified into earnings	$	(2.7	)	$	(0.5	)		(Loss) gain net of tax

NOTE 10 Earnings Per Share

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Service-based and performance-based restricted stock granted by the Company is considered a participating security as these awards contain a non-forfeitable right to dividends.

The following table sets forth the computation of earnings per share for the three and six months ended June 30, 2015 and 2014 (in millions, except per share amounts):



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income attributable to Hubbell	$	80.1	$	90.2	$	142.5	$	154.4
Less: Earnings allocated to participating securities	0.2		0.3		0.4		0.5
Net income available to common shareholders	$	79.9	$	89.9	$	142.1	$	153.9
Denominator:
Average number of common shares outstanding	57.7		59.0		57.9		59.0
Potential dilutive common shares	0.3		0.4		0.3		0.5
Average number of diluted shares outstanding	58.0		59.4		58.2		59.5
Earnings per share:
Basic	$	1.39	$	1.53	$	2.46	$	2.61
Diluted	$	1.37	$	1.51	$	2.44	$	2.59

The Company did not have any significant anti-dilutive securities during the three and six months ended June 30, 2015 and 2014. The calculation of diluted earnings per share for the three and six months ended June 30, 2015 excludes 28,096 and 28,403, respectively, of performance shares granted in December 2014 that are subject to a performance condition. Those shares are excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2015 because all necessary performance conditions were not satisfied at the end of those reporting periods.

HUBBELL INCORPORATED-Form 10-Q 13

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NOTE 11 Pension and Other Benefits

The following table sets forth the components of net pension and other benefit costs for the three and six months ended June 30, 2015 and 2014 (in millions):



	Pension Benefits						Other Benefits
	2015			2014			2015			2014
Three Months Ended June 30,
Service cost	$	4.5		$	3.8		$	—		$	—
Interest cost	10.1			10.2			0.3			0.4
Expected return on plan assets	(13.4		)	(11.3		)	—			—
Amortization of prior service cost	—			—			(0.3		)	(0.2		)
Amortization of actuarial losses/(gains)	3.0			0.9			—			(0.1		)
NET PERIODIC BENEFIT COST	$	4.2		$	3.6		$	—		$	0.1
Six Months Ended June 30,
Service cost	$	9.0		$	7.5		$	—		$	—
Interest cost	20.2			20.4			0.6			0.6
Expected return on plan assets	(26.6		)	(22.6		)	—			—
Amortization of prior service cost	—			0.1			(0.5		)	(0.4		)
Amortization of actuarial losses/(gains)	5.9			1.8			—			(0.1		)
NET PERIODIC BENEFIT COST	$	8.5		$	7.2		$	0.1		$	0.1

Employer Contributions

Although the Company is not required under the Pension Protection Act of 2006 to make any contributions to its qualified domestic benefit pension plans during 2015, the Company made a voluntary contribution to its qualified domestic defined benefit pension plan of $20 million in January 2015. We do not anticipate further contributions to the qualified domestic defined benefit pension plan in 2015. The Company anticipates making required contributions of approximately $2.8 million to its foreign pension plans during 2015, of which $1.7 million has been contributed through June 30, 2015.

NOTE 12 Guarantees

The Company records a liability equal to the fair value of guarantees in the Condensed Consolidated Balance Sheet in accordance with the accounting guidance for guarantees. When it is probable that a liability has been incurred and the amount can be reasonably estimated, the Company accrues for costs associated with guarantees. The most likely costs to be incurred are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely, the minimum is accrued. As of June 30, 2015 and December 31, 2014, the fair value and maximum potential payment related to the Company’s guarantees were not material.

The Company offers product defect warranties on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known or as historical experience indicates.

Changes in the accrual for product warranties during the six months ended June 30, 2015 are set forth below (in millions):



BALANCE AT DECEMBER 31, 2014	$	13.7
Provision	5.3
Expenditures/other	(5.0		)
BALANCE AT JUNE 30, 2015	$	14.0

HUBBELL INCORPORATED-Form 10-Q 14

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NOTE 13 Fair Value Measurement

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows:

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

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

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

The following table shows, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis at June 30, 2015 and December 31, 2014 (in millions):



Asset (Liability)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Quoted Prices in Active Markets for Similar Assets (Level 2)		Total
June 30, 2015
Money market funds^(a)	$	217.8		$	—	$	217.8
Available for sale investments	—			43.6		43.6
Trading securities	9.9			—		9.9
Deferred compensation plan liabilities	(9.9		)	—		(9.9		)
Derivatives:
Forward exchange contracts	—			0.6		0.6
Total	$	217.8		$	44.2	$	262.0

	Quoted Prices in Active Markets for Identical Assets (Level 1)			Quoted Prices in Active Markets for Similar Assets (Level 2)		Total
December 31, 2014
Money market funds^(a)	$	365.9		$	—	$	365.9
Available for sale investments	—			43.0		43.0
Trading securities	8.9			—		8.9
Deferred compensation plan liabilities	(8.9		)	—		(8.9		)
Derivatives:
Forward exchange contracts	—			0.7		0.7
Total	$	365.9		$	43.7	$	409.6

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

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

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

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

During the three and six months ended June 30, 2015 there were no transfers of financial assets or liabilities in or out of Level 1 or Level 2 of the fair value hierarchy. During the six months ended June 30, 2015 and as of December 31, 2014, the Company did not have any financial assets or liabilities that fell within Level 3 of the hierarchy.

HUBBELL INCORPORATED-Form 10-Q 15

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Investments

At June 30, 2015 and December 31, 2014, the Company had $43.6 million and $43.0 million, respectively, of municipal bonds classified as available-for-sale securities. The Company also had $9.9 million and $8.9 million of trading securities at June 30, 2015 and December 31, 2014, respectively. These investments are carried on the balance sheet at fair value. Unrealized gains and losses associated with available-for-sale securities are reflected in Accumulated other comprehensive loss, net of tax, while unrealized gains and losses associated with trading securities are reflected in the results of operations.

Deferred compensation plans

The Company offers certain employees the opportunity to participate in non-qualified deferred compensation plans. A participant’s deferrals are invested in a variety of participant-directed debt and equity mutual funds that are classified as trading securities. During the six months ended June 30, 2015 and 2014, the Company purchased $1.0 million and $1.2 million, respectively, of trading securities related to these deferred compensation plans. As a result of participant distributions, the Company sold $0.2 million of these trading securities during the six months ended June 30, 2015 and June 30, 2014. The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of the underlying deferred compensation plan obligation.

Derivatives

In order to limit financial risk in the management of its assets, liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability or forecasted transaction. Market value gains or losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying asset, liability or forecasted transaction are recognized in income. Derivative assets and derivative liabilities are not offset in the Condensed Consolidated Balance Sheet.

The fair values of derivative instruments in the Condensed Consolidated Balance Sheet are as follows (in millions):



	Asset/(Liability) Derivatives
		Fair Value
Derivatives designated as hedges	Balance Sheet Location	June 30, 2015		December 31, 2014
Forward exchange contracts designated as cash flow hedges	Deferred taxes and other	$	0.6	$	0.7

Forward exchange contracts

In 2015 and 2014, the Company entered into a series of forward exchange contracts to purchase U.S. dollars in order to hedge its exposure to fluctuating rates of exchange on anticipated inventory purchases by one of its Canadian subsidiaries. As of June 30, 2015, the Company had 18 individual forward exchange contracts for a notional $1.0 million each, which have various expiration dates through June 2016. These contracts have been designated as cash flow hedges in accordance with the accounting guidance for derivatives.

Interest rate locks

Prior to the issuance of long-term notes in 2010 and 2008, the Company entered into forward interest rate locks to hedge its exposure to fluctuations in treasury rates. The 2010 interest rate lock resulted in a pre-tax $1.6 million loss while the 2008 interest rate lock resulted in a pre-tax $1.2 million gain. These amounts were recorded in Accumulated other comprehensive loss, net of tax, and are being amortized over the life of the respective notes. The amortization associated with these interest rate locks is reclassified from Accumulated other comprehensive loss to Interest expense, net in the Condensed Consolidated Statement of Income. The amortization reclassification for the three and six months ended June 30, 2015 and 2014 was not material. As of both June 30, 2015 and December 31, 2014 there was $0.4 million of net unamortized losses reflected in Accumulated other comprehensive loss.

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The following table summarizes the results of cash flow hedging relationships for the three months ended June 30, 2015 and 2014 (in millions):



	Derivative Gain/(Loss) Recognized in Accumulated Other Comprehensive Loss (net of tax)						Location of Gain/(Loss) Reclassified into Income	Gain/(Loss) Reclassified into Earnings (Effective Portion)
Derivative Instrument	2015			2014			(Effective Portion)	2015		2014
Forward exchange contract	$	(0.7	)	$	(0.5	)	Cost of goods sold	$	0.3	$	0.2

The following table summarizes the results of cash flow hedging relationships for the six months ended June 30, 2015 and 2014, (in millions):



	Derivative Gain/(Loss) Recognized in Accumulated Other Comprehensive Loss (net of tax)				Location of Gain/(Loss) Reclassified into Income	Gain/(Loss) Reclassified into Earnings (Effective Portion)
Derivative Instrument	2015		2014		(Effective Portion)	2015		2014
Forward exchange contract	$	0.8	$	—	Cost of goods sold	$	0.8	$	0.6

There was no hedge ineffectiveness with respect to the forward exchange cash flow hedges during the three and six months ended June 30, 2015 and 2014.

Long-term Debt

The total carrying value of long-term debt as of June 30, 2015 and December 31, 2014 was $597.8 million and $597.6 million, respectively, net of unamortized discount. As of June 30, 2015 and December 31, 2014, the estimated fair value of the long-term debt was $638.6 million and $645.1 million, respectively, using quoted market prices in active markets for similar liabilities (Level 2).

NOTE 14 Commitments and Contingencies

The Company is subject to various legal proceedings arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s products, intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified limits for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency that in management’s judgment is probable of occurrence and can be reasonably estimated. We continually reassess the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each matter which includes consideration of outside legal counsel and, if applicable, other experts.

NOTE 15 Restructuring Costs

In the first six months of 2015, we incurred costs for restructuring actions initiated in 2015 as well as costs involving restructuring actions initiated in the prior year. Our restructuring actions are associated with cost reduction efforts that include the consolidation of manufacturing and distribution facilities as well as workforce reductions.

HUBBELL INCORPORATED-Form 10-Q 17

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Pre-tax restructuring costs incurred in each of our segments and the location of the costs in the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2015 is as follows (in millions):



Three Months Ended June 30, 2015	Cost of goods sold		Selling & administrative expense		Total
Electrical Segment	$	5.4	$	3.0	$	8.4
Power Segment	—		0.5		0.5
Total Pre Tax Restructuring Costs	$	5.4	$	3.5	$	8.9



Six Months Ended June 30, 2015	Cost of goods sold		Selling & administrative expense		Total
Electrical Segment	$	7.3	$	3.1	$	10.4
Power Segment	0.7		0.5		1.2
Total Pre Tax Restructuring Costs	$	8.0	$	3.6	$	11.6

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



	Beginning Accrued Restructuring Balance 1/1/15		Pre-tax Restructuring Costs			Utilization and Foreign Exchange			Ending Accrued Restructuring Balance 6/30/15
Current Year Restructuring Actions
Severance	$	—	$	6.2		$	(1.8	)	$	4.4
Asset write-downs	—		0.9			(0.9		)	—
Facility closure and other costs	—		0.3			(0.3		)	—
Total Current Year Restructuring Actions	$	—	$	7.4		$	(3.0	)	$	4.4
Prior Year Restructuring Actions
Severance	$	2.8	$	(0.1	)	$	(2.2	)	$	0.5
Asset write-downs	—		0.2			(0.2		)	—
Facility closure and other costs	0.9		4.1			(4.3		)	0.7
Total Prior Year Restructuring Actions	$	3.7	$	4.2		$	(6.7	)	$	1.2
Total Restructuring Actions	$	3.7	$	11.6		$	(9.7	)	$	5.6

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



	Expected Costs		Costs incurred in the fourth quarter of 2014		Costs incurred in first six months of 2015		Remaining costs at 6/30/15
Current Year Restructuring Actions
Electrical Segment	$	8.7	$	—	$	6.2	$	2.5
Power Segment	1.9		—		1.2		0.7
Total Current Year Restructuring Actions	10.6		—		7.4		3.2
Prior Year Restructuring Actions
Electrical Segment	9.8		5.5		4.2		0.1
Power Segment	—		—		—		—
Total Prior Year Restructuring Actions	9.8		5.5		4.2		0.1
Total Restructuring Actions	$	20.4	$	5.5	$	11.6	$	3.3

HUBBELL INCORPORATED-Form 10-Q 18

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ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview of the Business

The Company is primarily engaged in the design, manufacture and sale of quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, China, Mexico, Italy, the United Kingdom, Brazil and Australia. The Company also participates in joint ventures in Taiwan and Hong Kong, and maintains offices in Singapore, China, India, Mexico, South Korea and countries in the Middle East. The Company employs approximately 16,100 individuals worldwide.

The Company’s reporting segments consist of the Electrical segment and the Power segment. Results for the three and six months ended June 30, 2015 are included under “Segment Results” within this Management’s Discussion and Analysis.

The Company is focused on growing profits and delivering attractive returns to our shareholders by executing a business plan focused on the following key initiatives: revenue growth, price realization, productivity improvements and effective capital deployment.

As part of our revenue growth initiative, we remain focused on expanding market share through new product introductions and more effective utilization of sales and marketing efforts across the organization. In addition, we continue to assess opportunities to expand sales through acquisitions of businesses that fill product line gaps or allow for expansion into new markets.

Price realization and productivity improvements are key areas of focus for our company. Productivity programs impact virtually all functional areas within the Company by rationalizing our manufacturing footprint and initiating restructuring actions, reducing or eliminating waste and improving processes. We continue to expand our efforts surrounding global product and component sourcing and supplier cost reduction programs. Value engineering efforts, product transfers and the use of lean process improvement techniques are expected to continue to increase manufacturing efficiency. In addition, we continue to build upon the benefits of our enterprise resource planning system across all functions and have also implemented a sustainability program across the organization. Material costs represent a significant portion of our cost of goods sold; therefore volatility in this area can significantly impact profitability. Our goal is to have pricing and productivity programs that offset material and other inflationary cost increases as well as pay for investments in key growth areas.

Results of Operations – Second Quarter of 2015 compared to the Second Quarter of 2014

SUMMARY OF CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE DATA):



	Three Months Ended June 30,
	2015		% of Net sales		2014		% of Net sales
Net sales	$	874.0			$	855.8
Cost of goods sold	589.9		67.5	%	563.3		65.8	%
Gross profit	284.1		32.5	%	292.5		34.2	%
Selling & administrative ("S&A") expense	157.4		18.0	%	148.8		17.4	%
Operating income	126.7		14.5	%	143.7		16.8	%
Net income attributable to Hubbell	80.1		9.2	%	90.2		10.5	%
Earnings per share - diluted	$	1.37			$	1.51

Our consolidated results of operations in the second quarter of 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 and workforce reductions. Restructuring-related costs are one-time costs associated with our business transformation initiatives, including the consolidation of back-office functions and streamlining our processes.

We believe defining restructuring and related costs in this manner and quantifying those costs is useful to assess the impact of restructuring activities and business transformation initiatives on our results of operations. Restructuring and related costs is a non-GAAP measure.

HUBBELL INCORPORATED-Form 10-Q 19

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The following table reconciles our restructuring costs to our restructuring and related costs for the three months ended June 30, 2015 and 2014 (in millions):



	Three Months Ended June 30,
	2015		2014		2015		2014		2015		2014
	Cost of goods sold				S&A expense				Total
Restructuring costs (See Note 15 - Restructuring Costs)	$	5.4	$	—	$	3.5	$	—	$	8.9	$	—
Restructuring related costs	4.2		—		2.7		—		6.9		—
Restructuring and related costs (non-GAAP measure)	$	9.6	$	—	$	6.2	$	—	$	15.8	$	—

Of the $15.8 million of restructuring and related costs incurred in the second quarter of 2015, $13.3 million is recorded in the Electrical segment and $2.5 million is recored in the Power segment.

We expect that our full year diluted earnings per share in 2015 could include approximately $0.45 of restructuring and related costs. Our full year expectation includes the impact of actions that have been initiated through June 30, 2015 as well as actions we expect to initiate in the remainder of 2015, as we continue to evaluate actions and pursue those that meet our required targets for returns and payback.

Net Sales

Net sales of $874.0 million for the second quarter of 2015 increased two percent compared to the second quarter of 2014 due to completed acquisitions and higher organic volume, offset partially by the impact of foreign currency translation. Completed acquisitions contributed three percentage points and higher organic volume added one percentage point to net sales, offset by two percentage points of unfavorable foreign currency translation.

Cost of Goods Sold

As a percentage of net sales, cost of goods sold increased to 67.5% in the second quarter of 2015 compared to 65.8% in the second quarter of 2014. Cost of goods sold for the three months ended June 30, 2015 includes approximately 110 basis points of restructuring and related costs in the second quarter of 2015 and unfavorable product and business mix, partially offset by the favorable net impact of pricing, cost, and productivity.

Gross Profit

The consolidated gross profit margin in the second quarter of 2015 was 32.5% compared to 34.2% in the second quarter of 2014. Gross profit margin for the three months ended June 30, 2015 includes approximately 110 basis points of restructuring and related costs incurred in the second quarter of 2015 and unfavorable product and business mix, partially offset by the favorable net impact of pricing, cost, and productivity.

Selling & Administrative Expenses

S&A expense in the second quarter of 2015 was $157.4 million compared to $148.8 million in the second quarter of 2014. The $8.6 million increase in S&A expense was primarily due to restructuring and related costs incurred in the second quarter of 2015 and the addition of S&A expense of acquired businesses. As a percentage of net sales, S&A expense increased to 18.0% in the second quarter of 2015 compared to 17.4% in the second quarter of 2014 primarily due to approximately 70 basis points of restructuring and related costs incurred in the second quarter of 2015.

Total Other Expense

Total other expense, which includes interest expense on long-term debt and foreign currency transaction gains or losses, was $8.7 million in the second quarter of 2015 compared to $7.3 million in the second quarter of 2014. The $1.4 million increase was primarily due to net foreign currency transaction losses in the second quarter of 2015.

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Income Taxes

The effective tax rate in the second quarter of 2015 decreased to 31.1% from 33.4% in the second quarter of 2014 primarily due to a discrete tax benefit recorded in the second quarter of 2015.

Net Income Attributable to Hubbell and Earnings Per Diluted Share

Net income attributable to Hubbell decreased eleven percent in the second quarter of 2015 as compared to the second quarter of 2014. Lower operating income of $17.0 million, which includes $15.8 million of restructuring and related costs and higher foreign currency transaction losses were offset partially by lower income tax expense. Earnings per diluted share in the second quarter of 2015 were $1.37, which includes $0.19 cents of restructuring and related costs as compared to $1.51 in the second quarter of 2014. The average number of diluted shares outstanding at the end of the second quarter of 2015 was lower by approximately 1.4 million shares as compared to the second quarter of 2014.

Segment Results

ELECTRICAL



	Three Months Ended June 30,
(In millions)	2015			2014
Net sales	$	615.0		$	612.4
Operating income	$	74.5		$	95.5
Operating margin	12.1		%	15.6		%

Net sales in the Electrical segment were slightly higher in the second quarter of 2015 compared to the second quarter of 2014, as the increase in net sales from completed acquisitions, contributing two percentage points, was offset by two percentage points of unfavorable foreign currency translation. Organic volume was slightly higher, by less than one percentage point.

Within the segment, net sales of lighting products increased five percent, while electrical systems products declined by two percent in the second quarter of 2015 compared to the second quarter of 2014. Growth in net sales of lighting products was balanced between the residential and commercial and industrial markets. The decline in net sales of electrical systems products is primarily due to a three percentage point decline in organic volume and three percentage points of unfavorable foreign currency translation, partially offset by four percent net sales growth from completed acquisitions. The decline in organic net sales volume is primarily due to lower net sales of products in the industrial and energy-related markets, primarily our Harsh and Hazardous products, partially offset by sales growth in our other electrical systems products.

Operating income in the Electrical segment for the second quarter of 2015 was $74.5 million and decreased 22% percent, or $21.0 million, compared to the second quarter of 2014. Operating margin in the second quarter of 2015 decreased by 350 basis points to 12.1% as compared to the same period of 2014. The decrease in operating margin is primarily due to approximately 220 basis points of restructuring and related costs incurred in the second quarter of 2015, as well as unfavorable product and business mix, the unfavorable net impact of pricing, cost and productivity, and the unfavorable impact of foreign exchange on material costs, partially offset by higher volume. Acquisitions contributed approximately 30 basis points to the decline in operating margin.

POWER



	Three Months Ended June 30,
(In millions)	2015			2014
Net sales	$	259.0		$	243.4
Operating income	$	52.2		$	48.2
Operating margin	20.2		%	19.8		%

Net sales in the Power segment increased six percent in the second quarter of 2015 compared to the second quarter of 2014. Completed acquisitions added four percentage points and organic volume added three percentage points to net sales, offset by one percentage point of unfavorable foreign currency translation. The increase in organic volume was primarily due to higher sales of telecommunications products.

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Operating income in the Power segment in the second quarter of 2015 was $52.2 million and increased by eight percent compared to the second quarter of 2014. Operating margin in the second quarter of 2015 expanded by 40 basis points to 20.2% as compared to the same period of 2014 primarily due to the favorable net impact of pricing, cost, and productivity, as well as higher organic volume, offset partially by approximately 100 basis points of restructuring and related costs incurred in the second quarter of 2015, and the unfavorable impact of foreign exchange. Acquisitions increased operating income, but reduced operating margin by approximately 30 basis points.

Results of Operations – Six Months Ended June 30, 2015 compared to the Six Months Ended June 30, 2014

SUMMARY OF CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE DATA):




	Six Months Ended June 30,
	2015		% of Net sales		2014		% of Net sales
Net sales	$	1,683.7			$	1,615.3
Cost of goods sold	1,146.9		68.1	%	1,077.8		66.7	%
Gross profit	536.8		31.9	%	537.5		33.3	%
Selling & administrative expense	305.1		18.1	%	289.0		17.9	%
Operating income	231.7		13.8	%	248.5		15.4	%
Net income attributable to Hubbell	142.5		8.5	%	154.4		9.6	%
Earnings per share - diluted	$	2.44			$	2.59

The following table reconciles our restructuring costs to our restructuring and related costs for the six months ended June 30, 2015 and 2014 (in millions):



	Six Months Ended June 30,
	2015		2014		2015		2014		2015		2014
	Cost of goods sold				S&A expense				Total
Restructuring costs (See Note 15 - Restructuring Costs)	$	8.0	$	—	$	3.6	$	—	$	11.6	$	—
Restructuring related costs	5.5		—		3.1		—		8.6		—
Restructuring and related costs (non-GAAP measure)	$	13.5	$	—	$	6.7	$	—	$	20.2	$	—

Of the $20.2 million of restructuring and related costs incurred in the first six months of 2015, $16.5 million is recorded in the Electrical segment and $3.7 million is recorded in the Power segment.

Net Sales

Net sales of $1.7 billion for the first six months of 2015 increased four percent compared to the first six months of 2014 primarily due to completed acquisitions and higher organic volume, partially offset by the impact of foreign currency translation. Completed acquisitions added four percentage points and higher organic volume contributed two percentage points, offset by two percentage points of unfavorable foreign currency translation.

Cost of Goods Sold

As a percentage of net sales, cost of goods sold increased to 68.1% for the first six months of 2015 compared to 66.7% for the first six months of 2014. Cost of goods sold for the six months ended June 30, 2015 includes approximately 80 basis points of restructuring and related costs, and the impact of unfavorable product and business mix. The net impact of pricing, cost, and productivity in the first six months of 2015 compared to the same period of the prior year was not significant.

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Gross Profit

The consolidated gross profit margin was 31.9% in the first six months of 2015 compared to 33.3% in the first six months of 2014. Gross profit margin for the six months ended June 30, 2015 includes approximately 80 basis points of restructuring and related costs, and the impact of unfavorable product and business mix. The net impact of pricing, cost, and productivity in the first six months of 2015 compared to the same period of the prior year was not significant.

Selling & Administrative Expenses

S&A expense in the first six months of 2015 was $305.1 million compared to $289.0 million in the first six months of 2014. The $16.1 million increase in S&A expense was primarily due to the addition of S&A expense of acquired businesses and restructuring and related costs incurred in the first six months of 2015. As a percentage of net sales, S&A expense increased to 18.1% of net sales in the first six months of 2015 compared to 17.9% in the comparable period of the prior year primarily due to approximately 40 basis points of restructuring and related costs incurred in the first six months of 2015, partially offset by volume leverage.

Total Other Expense

Total other expense, which includes interest expense on long-term debt and foreign currency transaction gains or losses, was $18.9 million in the first six months of 2015 compared to $16.0 million in the first six months of 2014. The $2.9 million increase was primarily due to higher net foreign currency transaction losses in the first six months of 2015 as compared to the same period of 2014.

Income Taxes

The effective tax rate in the first six months of 2015 decreased to 32.0% from 32.9% in the first six months of 2014 primarily due to a discrete tax benefit recorded in the second quarter of 2015.

Net Income Attributable to Hubbell and Earnings Per Diluted Share

Net income attributable to Hubbell decreased eight percent in the first six months of 2015 as compared to the first six months of 2014. Lower operating income of $16.8 million, which includes $20.2 million of restructuring and related costs, and higher foreign currency transaction losses were offset partially by lower income tax expense. Earnings per diluted share in the first six months of 2015 were $2.44, which includes $0.24 cents of restructuring and related costs, as compared to $2.59 in the first six months of 2014. The average number of diluted shares outstanding for the first six months of 2015 was lower by approximately 1.3 million shares as compared to the same period of 2014.

Segment Results

ELECTRICAL



	Six Months Ended June 30,
(In millions)	2015			2014
Net sales	$	1,184.8		$	1,151.2
Operating income	$	137.8		$	163.6
Operating margin	11.6		%	14.2		%

Net sales in the Electrical segment increased three percent in the first six months of 2015 compared to the first six months of 2014 due to completed acquisitions and higher organic volume, partially offset by the impact of foreign currency translation. Compared to the first six months of 2014, acquisitions added three percentage points and organic volume added two percentage points to net sales, offset by two percentage points of foreign currency translation.

Within the segment, net sales of lighting products increased eight percent, while electrical systems products were flat in the first six months of 2015 compared to the first six months of 2014. Net sales of lighting products increased six percent due to organic growth and two percent due to acquisitions. Organic growth of lighting products was led by the commercial and industrial market, which grew by seven percent. Net sales of electrical systems products were flat, as four percent net sales growth from completed acquisitions was offset by three percentage points of unfavorable foreign currency translation and one percentage point attributable to lower organic volume. The decline in organic net sales volume is primarily due to lower net sales of products in the industrial and energy-related markets, primarily our Harsh and Hazardous products, partially offset by net sales growth in our other electrical systems products.

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Operating income in the Electrical segment for the first six months of 2015 was $137.8 million and decreased 16% percent, or $25.8 million, compared to the second quarter of 2014. Operating margin in the first six months of 2015 decreased by approximately 260 basis points to 11.6% as compared to the same period of 2014. The decrease in operating margin is primarily due to approximately 140 basis points of restructuring and related costs incurred in the first six months of 2015, as well as unfavorable product and business mix, the unfavorable impact of foreign exchange on material costs, and slightly lower results from the net impact of pricing, cost, and productivity. Acquisitions increased operating income, but contributed approximately 30 basis points to the decrease in operating margin.

POWER



	Six Months Ended June 30,
(In millions)	2015			2014
Net sales	$	498.9		$	464.1
Operating income	$	93.9		$	84.9
Operating margin	18.8		%	18.3		%

Net sales in the Power segment in the first six months of 2015 were $498.9 million, up seven percent versus the first six months of 2014. The impact of acquisitions added four percentage points to net sales and organic volume contributed four percentage points, partially offset by one percentage point of unfavorable foreign currency translation. The increase in organic volume was primarily due to higher sales of telecommunications and distribution products.

Operating income in the Power segment increased eleven percent to $93.9 million in the first six months of 2015 compared to the same period of 2014. Operating margin in the first six months of 2015 increased by 50 basis points to 18.8% as compared to the same period of 2014. The increase in operating margin is primarily due to the favorable net impact of pricing, cost and productivity, as well as higher organic volume, partially offset by approximately 90 basis points of restructuring and related costs incurred in the first six months of 2015. Acquisitions increased operating income, but reduced operating margin by approximately 40 basis points.

Outlook

For 2015, we expect our overall net sales to increase by approximately three to four percent compared to 2014, with acquisitions contributing approximately four percent, foreign currency translation to reduce net sales by approximately one percent, and aggregate growth of our end markets to be flat.

Within our end markets, we expect the non-residential and residential markets each to grow by five to six percent. Transmission and distribution products in the utility market are anticipated to grow by one to two percent. We anticipate our net sales could benefit from growth in these end markets, but could also be dampened by slowing growth in the industrial market, which is expected to be flat or to grow by up to two percent, as well as a twenty to twenty-five percent decline in the markets for our Harsh and Hazardous products in 2015, with each reflecting an expectation of continued weakness in industrial and energy-related markets.

In response to these end market conditions, we continue to work on productivity initiatives and to make other strategic investments aimed at improving our cost structure and operating efficiency, including improved sourcing, product redesign and lean projects focused on both factory and back office efficiencies. In the second half of 2015, we plan to continue to initiate new restructuring and related actions. In 2015 we expect our earnings per diluted share to include approximately $0.45 cents of restructuring and related costs. We anticipate restructuring and related activities will generate incremental savings in 2015 of approximately $0.10 cents per diluted share and incremental savings in 2016 of approximately $0.30 cents per diluted share. We also anticipate continued cost increases from certain materials, healthcare and other inflationary costs, including higher pension costs.

From a profitability standpoint, we expect our operating margins in 2015 may be impacted by growth in sales of lower margin products and lower sales of our higher margin Harsh and Hazardous products as well as by lower net sales in the industrial market. We anticipate that our 2015 acquisitions will contribute incremental earnings, but will reduce operating margin by approximately 30 basis points in 2015. Additionally, foreign exchange could continue to be a headwind in the second half of 2015 driven primarily by a strong U.S. dollar.

We anticipate that our full year diluted earnings per share in 2015 will be in the range of $4.95 to $5.15, including approximately $0.45 cents of restructuring and related costs. Our expectation for full year diluted earnings per share in 2015 reflects our outlook for end market conditions, the impact of expected sales mix, and continued spending on cost reduction initiatives.

In 2015, we anticipate free cash flow (defined as cash flows from operations less capital expenditures) to be approximately 90% of net income and to include the impact of increased spending in 2015 on restructuring and related activities as well as higher capital spending on new product development.

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Finally, with our strong financial position, we expect to continue to enhance shareholder value through capital deployment including both share repurchases and acquisitions. We are increasing our expectation for full year 2015 share repurchases to approximately $150 million.

Financial Condition, Liquidity and Capital Resources

Cash Flow



	Six Months Ended June 30,
(In millions)	2015			2014
Net cash provided by (used in):
Operating activities	$	98.7		$	101.2
Investing activities	(161.5		)	(174.3		)
Financing activities	(142.0		)	(76.0		)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(4.8		)	5.8
NET CHANGE IN CASH AND CASH EQUIVALENTS	$	(209.6	)	$	(143.3	)

Cash provided by operating activities for the six months ended June 30, 2015 decreased by approximately 3% as compared to the same period in 2014 as the impact of a $20 million voluntary contribution the Company made to its qualified domestic defined benefit pension plan in the first six months of 2015 and lower net income in the first six months of 2015 were partially offset primarily by lower usage of cash for working capital. There were no contributions to the qualified domestic defined benefit pension plan in the six months ended June 30, 2014.

Cash used for investing activities was $161.5 million in the six months ended June 30, 2015 compared to cash used of $174.3 million during the comparable period in 2014. This decrease is primarily due to a decrease in net cash used for acquisitions in the first six months of 2015 as compared to the same period in 2014, partially offset by higher capital expenditures in the first six months of 2015 as compared to the same period in 2014.

Cash used for financing activities was $142 million in the six months ended June 30, 2015 compared to cash used of $76 million during the comparable period of 2014. This increase is primarily the result of $52.7 million of higher spending on the repurchase of Class B common shares during the first six months of 2015.

The unfavorable impact of foreign currency exchange rates on cash was $4.8 million in the six months ended June 30, 2015 and is primarily related to the U.S. dollar strengthening against several currencies, primarily the Canadian dollar, Australian dollar, and the Euro.

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Investments in the Business

Investments in our business include cash outlays for the acquisition of businesses as well as expenditures to support our restructuring and related activities and to maintain the operation of our equipment and facilities.

During the first six months of 2015, the Company completed the acquisitions of Acme,Turner and EC&M for $126.8 million, net of cash received. The Company continues to assess opportunities to expand sales through acquisitions of businesses that fill product gaps or allow for expansion into new markets. See also Note 2 - Business Acquisitions in the Notes to Condensed Consolidated Financial Statements.

Beginning in the fourth quarter of 2014 and through the first six months of 2015 we have initiated certain restructuring actions, exiting seven facilities and initiating actions we expect will impact more than 250 positions. Costs relating to restructuring actions will primarily include severance and employee benefits, facility exit costs and asset impairment charges. These costs will be predominantly settled in cash and will be funded by our operating activities.

The table below presents the cost incurred in the six months ended June 30, 2015, additional expected costs and estimated completion date for restructuring actions initiated in the prior year and separately for those initiated in the first six months of 2015 (in millions):



	Costs Incurred in the six months ended June 30, 2015		Additional Expected Costs		Expected Completion Date
Current Year Restructuring Actions	$	7.4	$	3.2	2015
Prior Year Restructuring Actions	4.2		0.1		2015
Total	$	11.6	$	3.3

During the first six months of 2015, we used cash of $34.5 million for capital expenditures, an increase of $7.4 million from the comparable period of 2014.

Stock Repurchase Program

In October 2014, the Board of Directors approved a new stock repurchase program (the “October 2014 program”) and authorized the repurchase of up to $300 million of Class A and Class B Common Stock. As of June 30, 2015, $153.5 million remains authorized for repurchases under the October 2014 program. Depending upon numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open market and privately negotiated transactions during our normal trading windows. Our expectation for full year 2015 share repurchases is approximately $150 million.

Debt to Capital

At June 30, 2015 and December 31, 2014, the Company had $597.8 million and $597.6 million, respectively, of senior long-term notes, net of unamortized discount. These long-term fixed-rate notes, with amounts of $300 million due in both 2018 and 2022 are callable with a make whole provision and are only subject to accelerated payment prior to maturity if we fail to meet certain non-financial covenants, all of which were met at June 30, 2015.

During 2013, the Company entered into a credit agreement for a 5.0 million Brazilian Reais line of credit to support its Brazilian operations. This line of credit expires in October 2016; however, any undrawn balance is subject to an annual review by the lender. This line is not subject to annual commitment fees. Short-term debt may also be comprised of borrowings of Chinese Renminbi under existing lines of credit used to support its operations in China. The Company had $0.2 million of short-term debt outstanding at June 30, 2015.

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Net debt, defined as total debt less cash and investments, is a non-GAAP measure that may not be comparable to definitions used by other companies. We consider net debt to be a useful measure of our financial leverage for evaluating the Company’s ability to meet its funding needs.



(In millions)	June 30, 2015			December 31, 2014
Total Debt	$	598.0		$	599.0
Total Hubbell Shareholders’ Equity	1,927.4			1,927.1
TOTAL CAPITAL	$	2,525.4		$	2,526.1
Total Debt to Total Capital	24		%	24		%
Cash and Investments	497.8			705.8
NET DEBT	$	100.2		$	(106.8	)
Net Debt to Total Capital	4		%	(4		)%

Liquidity

We measure liquidity on the basis of our ability to meet short-term and long-term operational funding needs, fund additional investments, including acquisitions, and make dividend payments to shareholders. Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash dividend payments, stock repurchases, access to bank lines of credit and our ability to attract long-term capital with satisfactory terms. The Company had $444.3 million of cash and cash equivalents at June 30, 2015, of which approximately 69% was held outside of the United States.

As of June 30, 2015, the Company’s $500 million revolving credit facility had not been drawn against. The credit facility, which serves as a backup to our commercial paper program, expires in March 2018. The interest rate applicable to borrowing under the credit agreement is generally either the prime rate or a surcharge over LIBOR. The single financial covenant in the $500 million credit facility, which the Company is in compliance with, requires that total debt not exceed 55% of total capitalization. Annual commitment fees to support availability under the credit facility are not material.

Although not the principal source of liquidity, we believe our credit facility is capable of providing significant financing flexibility at reasonable rates of interest. However, in the event of a significant deterioration in the results of our operations or cash flows, leading to deterioration in financial condition, our borrowing costs could increase and/or our ability to borrow could be restricted. We have not entered into any guarantees that could give rise to material unexpected cash requirements.

We have contractual obligations for long-term debt, operating leases, purchase obligations, and certain other long-term liabilities that were summarized in a table of Contractual Obligations in our Annual Report on Form 10-K for the year ended December 31, 2014. Since December 31, 2014, there were no material changes to our contractual obligations.

Internal cash generation together with currently available cash and investments, available borrowing facilities and credit lines, if needed, are expected to be sufficient to fund operations, the current rate of cash dividends, capital expenditures, and an increase in working capital that would be required to accommodate a higher level of business activity for the foreseeable future, including the next twelve months. We actively seek to expand by acquisition as well as through the growth of our current businesses. While a significant acquisition may require additional debt and/or equity financing, we believe that we would be able to obtain additional financing based on our historical earnings performance and financial position.

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Critical Accounting Estimates

A summary of our critical accounting estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2014. We are required to make estimates and judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a significant impact on our financial results. During the first six months of 2015, there were no significant changes in our estimates and critical accounting policies.

Forward-Looking Statements

Some of the information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-Q, contain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These include statements about our expected capital resources, liquidity, financial performance and results of operations and are based on our reasonable current expectations. In addition, all statements regarding restructuring plans and expected associated costs and benefits, expected future financial performance, or improvement in operating results, anticipated market conditions and productivity initiatives are forward looking. Forward-looking statements may be identified by the use of words, such as “believe”, “expect”, “anticipate”, “intend”, “depend”, “should”, “plan”, “estimated”, “predict”, “could”, “may”, “subject to”, “continues”, “growing”, “prospective”, “forecast”, “projected”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending,” “target”, “goals”, “scheduled”, “will likely be”, and similar words and phrases. Discussions of strategies, plans or intentions often contain forward-looking statements. Important factors, among others, that could cause our actual results and future actions to differ materially from those described in forward-looking statements include, but are not limited to:


•	Changes in demand for our products, market conditions, product quality, or product availability adversely affecting sales levels.


•	Changes in markets or competition adversely affecting realization of price increases.


•	Failure to achieve projected levels of efficiencies, cost savings and cost reduction measures, including those expected as a result of our lean initiative and strategic sourcing plans.


•	The expected benefits and the timing of other actions in connection with our Enterprise Resource Planning ("ERP") system.


•	Availability and costs of raw materials, purchased components, energy and freight.


•	Changes in expected or future levels of operating cash flow, indebtedness and capital spending.


•	General economic and business conditions in particular industries, markets or geographic regions, as well as inflationary trends.


•	Regulatory issues, changes in tax laws or changes in geographic profit mix affecting tax rates and availability of tax incentives.


•	A major disruption in one or more of our manufacturing or distribution facilities or headquarters, including the impact of plant consolidations and relocations.


•	Changes in our relationships with, or the financial condition or performance of, key distributors and other customers, agents or business partners which could adversely affect our results of operations.


•	Impact of productivity improvements on lead times, quality and delivery of product.


•	Anticipated future contributions and assumptions including changes in interest rates and plan assets with respect to pensions.


•	Adjustments to product warranty accruals in response to claims incurred, historical experiences and known costs.


•	Unexpected costs or charges, certain of which might be outside of our control.


•	Changes in strategy, economic conditions or other conditions outside of our control affecting anticipated future global product sourcing levels.


•	Ability to carry out future acquisitions and strategic investments in our core businesses as well as the acquisition related costs.


•	The ability to effectively implement ERP systems without disrupting operational and financial processes.


•	Unanticipated difficulties integrating acquisitions as well as the realization of expected synergies and benefits anticipated when we first enter into a transaction.


•	The ability of governments to meet their financial obligations.


•	Political unrest in foreign countries.


•	Natural disasters.


•	Failure of information technology systems or security breaches resulting in unauthorized disclosure of confidential information.


•	Future repurchases of common stock under our common stock repurchase program.


•	Changes in accounting principles, interpretations, or estimates.


•	The outcome of environmental, legal and tax contingencies or costs compared to amounts provided for such contingencies.


•	Adverse changes in foreign currency exchange rates and the potential use of hedging instruments to hedge the exposure to fluctuating rates of foreign currency exchange on inventory purchases.


•	Other factors described in our Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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Any such forward-looking statements are not guarantees of future performances and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements. The Company disclaims any duty to update any forward-looking statement, all of which are expressly qualified by the foregoing, other than as required by law.



ITEM 3	Quantitative and Qualitative Disclosures About Market Risk

In the operation of its business, the Company has exposures to fluctuating foreign currency exchange rates, availability of purchased finished goods and raw materials, changes in material prices, foreign sourcing issues, and changes in interest rates. There have been no significant changes in our exposure to these market risks during the first six months of 2015. For a complete discussion of the Company’s exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.



ITEM 4	Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934, as amended, the (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report on Form 10-Q. Based upon that evaluation, each of the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2015, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

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 reporting.

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PART II	OTHER INFORMATION



ITEM 1A	Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2014.



ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

In October 2014, the Board of Directors approved a new stock repurchase program (“October 2014 program”) and authorized the repurchase of up to $300 million of Class A and Class B Common Stock. As of June 30, 2015, $153.5 million remains authorized for repurchases under the October 2014 program. Depending upon numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open market and privately negotiated transactions during our normal trading windows.

The Company did not repurchase any Class A or Class B Common Stock during the three months ended June 30, 2015.

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ITEM 6	Exhibits



		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
10.1	Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated May 5, 2015	8-K	000-02958	10.1	5-11-15	*
31.1	Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
31.2	Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					**
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					**
101.INS	XBRL Instance Document					*
101.SCH	XBRL Taxonomy Extension Schema Document					*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					*



*	Filed herewith
**	Furnished herewith

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 24, 2015



HUBBELL INCORPORATED

By	/s/ William R. Sperry	By	/s/ Joseph A. Capozzoli
	William R. Sperry		Joseph A. Capozzoli
	Senior Vice President and Chief Financial Officer		Vice President, Controller (Principal Accounting Officer)

HUBBELL INCORPORATED-Form 10-Q 32

EXHIBIT A

HUBBELL INCORPORATED
2005 INCENTIVE AWARD PLAN
(As Amended and Restated Effective May 5, 2015)

Article 1
Purpose

The purpose of the Hubbell Incorporated 2005 Incentive Award Plan (as it may be amended and restated from time to time, the “Plan”) is to promote the success and enhance the value of Hubbell Incorporated (the “Company”) by linking the personal interests of the members of the Board and Employees to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board and Employees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

Article 2

Definitions and Construction

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.


2.1	“Applicable Accounting Standards” means Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.2

“Automatic Exercise Date” shall mean, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option term or Stock Appreciation Right term that was initially established by the Committee for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option term or Stock Appreciation Right term, as applicable).


2.3	“Award” means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance-Based Award, a Dividend Equivalent award, a Stock Payment award, a Restricted Stock Unit Award, a Deferred Stock award or a Deferred Stock Unit award granted to a Participant pursuant to the Plan.


2.4	“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Committee shall determine consistent with the Plan.


2.5	“Board” means the Board of Directors of the Company.


2.6	“Change in Control” means and includes any of the following:


(a)	Continuing Directors no longer constitute at least 2/3 of the Directors;

(b)

any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934), together with its affiliates, becomes the beneficial owner, directly or indirectly, of 20% or more of the voting power of the then outstanding securities of the Company entitled to vote for the election of the Company’s Directors; provided that this Section 2.5(b) shall not apply with respect to any holding of securities by (i) the trust under a Trust Indenture dated September 2, 1957 made by Louie E. Roche, (ii) the trust under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell, and (iii) any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company or any affiliate of the Company; or

(c)

the consummation of a merger or consolidation of the Company with any other corporation, the sale of substantially all of the assets of the Company or the liquidation or dissolution of the Company, unless, in the case of a merger or consolidation, the incumbent Directors in office immediately prior to such merger or consolidation will constitute at least 2/3 of the Directors of the surviving corporation of such merger or consolidation and any parent (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such corporation.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.

The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


2.7	“Code” means the Internal Revenue Code of 1986, as amended.


2.8	“Committee” means the committee of the Board described in Article 11.


2.9	“Continuing Director” means any individual who is a member of the Company’s Board of Directors on December 9, 1986 or was designated (before such person’s initial election as a Director) as a Continuing Director by 2/3 of the then Continuing Directors.


2.10	“Covered Employee” means an Employee who is, or could be, a “covered employee” within the meaning of Section 162(m) of the Code.


2.11	“Deferred Stock” means a right to receive Stock awarded under Section 8.5.


2.12	“Deferred Stock Units” means a right to receive Stock awarded under Section 8.6.


2.13	“Director” means an individual who is a member of the Company’s Board of Directors on the relevant date.


2.14	“Disability” means that the Participant qualifies to receive long-term disability payments under the Company’s long-term disability insurance program, as it may be amended from time to time.


2.15	“Dividend Equivalent” means a right to receive the equivalent value (in cash or Stock) of dividends paid on Stock, awarded under Section 8.2.


2.16	“Eligible Individual” means any person who is a Director or an Employee, as determined by the Committee.


2.17	“Employee” means any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.

2.18

“Equity Restructuring” means a nonreciprocal transaction between the Company and its shareholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Stock (or other securities of the Company) or the share price of Stock (or other securities) and causes a change in the per-share value of the Stock underlying outstanding Awards.


2.19	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.20

“Fair Market Value” means, as of any given date, the fair market value of a share of Stock on the immediately preceding date determined by such methods or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a share of Stock as of any date shall be the mean between the high and low trading price for a share of Stock as reported on the New York Stock Exchange (or on any national securities exchange on which the Stock is then listed) on such date or, if no such prices are reported for that date, the mean between the high and low trading prices on the next preceding date for which such prices were reported.


2.21	“Full Value Award” means an Award other than an Option or SAR, which is settled by the issuance of Stock.


2.22	“Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.


2.23	“Independent Director” means a Director who is not an Employee of the Company.


2.24	“Non-Employee Director” means a Director who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.


2.25	“Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.


2.26	“Officer” means each of the officers specified in Section 1 of Article IV of the By-Laws of the Company except for any such officer whose title begins with the word “Assistant.”


2.27	“Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of shares of Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.


2.28	“Participant” means any Eligible Individual who, as a Director or Employee, has been granted an Award pursuant to the Plan.


2.29	“Performance-Based Award” means a right granted to a Participant to receive cash or Stock pursuant to Article 8, and which is subject to the terms and conditions set forth in Article 8.


2.30	“Performance Criteria” means the criteria (and adjustments) that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a Participant for a Performance Period determined as follows:

(a)

The Performance Criteria that will be used to establish Performance Goals are limited to the following: net earnings or losses (either before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the Committee), sales or revenue or sales or revenue growth, net income (either before or after taxes), operating earnings or profit (either before or after taxes), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, return on invested capital, return on shareholders’ equity, return on assets, shareholder return, return on sales, gross or net profit margin, productivity, expense, operating margin, operating efficiency, customer satisfaction, implementation or completion of critical projects, sales and sales unit volume, market penetration and geographic business expansion, strategic partnerships and transactions, financial ratios (including those measuring liquidity, activity, profitability or leverage), working capital efficiency, earnings or loss per share, price per share of Stock or dividends per share of Stock (or appreciation in and/or maintenance of such price or dividends), and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group or to market performance indicators or indices. To the extent a Performance-Based Award is intended to be Qualified Performance-Based Compensation, the Committee shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Participant.

(b)

The Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; or (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; or (xiv) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

2.31

“Performance Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, platform or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, in accordance with Applicable Accounting Standards.


2.32	“Performance Period” means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.


2.33	“Plan” means this Hubbell Incorporated 2005 Incentive Award Plan (As Amended and Restated Effective May 5, 2015), as it may be amended from time to time.


2.34	“Qualified Performance-Based Compensation” means any compensation that is intended to qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.


2.35	“Restatement Effective Date” means the date the Plan, as amended and restated herein, is approved by the Company’s shareholders, pursuant to Section 12.1.


2.36	“Restricted Stock” means Stock awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.


2.37	“Restricted Stock Units” means the right to receive Stock awarded under Section 8.4.


2.38	“Securities Act” means the Securities Act of 1933, as amended.


2.39	“Stock” means the Class B Common Stock of the Company, par value $0.01 per share, and such other securities of the Company that may be substituted for Stock pursuant to Article 10.


2.40	“Stock Appreciation Right” or “SAR” means a right granted pursuant to Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR was granted as set forth in the applicable Award Agreement.


2.41	“Stock Payment” means (a) a payment in the form of Stock, or (b) an option or other right to purchase Stock, as part of a short-term incentive award, deferred compensation or other arrangement, awarded under Section 8.3.


2.42	“Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

Article 3

Shares Subject to The Plan


3.1	Number of Shares.


(a)	Subject to Article 10 and Section 3.1(b), the aggregate number of shares of Stock which may be granted as Awards under the Plan shall be 9,675,000 shares. The maximum number of shares of Stock that may be delivered upon exercise of Incentive Stock Options shall be 5,875,000 shares.


(b)	Of the shares of Stock reserved for grant under Section 3.1(a) of this Plan no more than 4,837,500 shares of Stock may be granted in the form of Full Value Awards.

(c)

To the extent that an Award terminates, expires, or lapses for any reason, or an Award is settled in cash without the delivery of shares to the Participant, then any shares of Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan. Any Shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall be counted against the number of Shares available under the Plan and shall not be available for future grants of Awards. For purposes of number of Shares available under Section 3.1(a), Shares subject to Stock Appreciation Rights shall be counted as one share delivered for each Stock Appreciation Right awarded, regardless of the number of Shares actually delivered upon exercise of the Stock Appreciation Right. To the extent permitted by applicable law or any exchange rule, shares of Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Stock available for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(c), no shares of Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.


3.2	Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, including Stock repurchased by the Company, or Stock purchased on the open market.


3.3	Limitation on Number of Shares Subject to Employee Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article 10, Awards granted to any Employee shall be subject to the following limitations all applied on an individual and not an aggregate basis by type of Award:


(a)	The maximum number of shares of Stock that may be granted pursuant to an Option to any one Participant in any fiscal year of the Company shall not exceed 500,000 shares of Stock;


(b)	The maximum number of shares of Stock that may be granted subject to a Stock Appreciation Right to any one Participant in any fiscal year of the Company shall not exceed 500,000 shares of Stock;


(c)	The maximum number of shares of Stock that may be granted in the form of Restricted Stock, Restricted Stock Units, Stock Payments, or Performance-Based Awards in any fiscal year of the Company shall not exceed 250,000 shares of Stock (with such limit applying to each such form of Award on an individual and not an aggregate basis); and


(d)	No Award granted in any fiscal year of the Company that provides for payment in cash shall exceed $2,000,000.


3.4	Limitation on Independent Director Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article 10, the maximum aggregate grant date fair value of Awards granted to any Independent Director in any calendar year shall be $500,000.

3.5

Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 10.1 of the Plan, Awards shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, the following Awards may be granted without regard to such minimum vesting provisions: (a) Awards that result in the issuance to one or more Participants of an aggregate of up to five percent (5%) of the shares of Common Stock available pursuant to Section 3.1(a), and (b) Awards granted to certain Eligible Individuals who are subject to applicable laws imposing certain requirements or restrictions on the remuneration of such individuals. Nothing in this Section 3.5 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, Disability, retirement, termination of employment or service or the consummation of a Change in Control.

Article 4

Eligibility and Participation


4.1	Eligibility. Each Eligible Individual shall be eligible to be granted one or more Awards pursuant to the Plan.


4.2	Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted an Award pursuant to this Plan.

4.3

Foreign Participants. In order to assure the viability of Awards granted to Participants employed in countries other than the United States, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Sections 3.1, 3.2, 3.3 and 3.4 of the Plan.

Article 5

Stock Options


5.1	General. The Committee is authorized to grant Options to Eligible Individuals on the following terms and conditions:


(a)	Exercise Price. The exercise price per share of Stock subject to an Option shall be determined by the Committee and set forth in the Award Agreement; provided that the exercise price for any Option shall not be less than 100% of the Fair Market Value of a share of Stock, on the date of grant.


(b)	Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part; provided that the term of any Option granted under the Plan shall not exceed ten years. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised.

(c)

Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, any one or a combination of the following: (i) cash, (including check, bank draft or money order) (ii) shares of Stock issuable upon exercise of the Option or shares of either class of the Company’s common stock held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iii) by delivery of irrevocable instructions to a broker to sell the Stock otherwise deliverable upon exercise of the Option and to deliver to the Company an amount equal to the aggregate exercise price. The Committee shall also determine the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants.


(d)	Evidence of Grant. All Options shall be evidenced by a written Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee.


5.2	Incentive Stock Options. The terms of any Incentive Stock Options granted pursuant to the Plan must comply with the conditions and limitations contained in Section 12.2 and this Section 5.2.


(a)	Eligibility. Incentive Stock Options may be granted only to Employees of the Company or any “subsidiary corporation” thereof (within the meaning of Section 424(f) of the Code and the applicable regulations promulgated thereunder).


(b)	Exercise Price. The exercise price per share of Stock shall be set by the Committee; provided that subject to Section 5.2(d) the exercise price for any Incentive Stock Option shall not be less than 100% of the Fair Market Value on the date of grant.

(c)

Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.

(d)

Ten Percent Owners. An Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant.


(e)	Notice of Disposition. The Participant shall give the Company prompt notice of any disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (i) two years from the date of grant of such Incentive Stock Option or (ii) one year after the transfer of such shares of Stock to the Participant.


(f)	Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant.

5.3

Substitution of Stock Appreciation Rights. The Committee may provide in the Award Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have to right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option, subject to the provisions of Section 7.2 hereof; provided that such Stock Appreciation Right shall be exercisable with respect to the same number of shares of Stock for which such substituted Option would have been exercisable.


5.4	Paperless Exercise. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Options by a Participant may be permitted through the use of such an automated system.

5.5

Expiration of Option Term: Automatic Exercise of In-The-Money Options. Unless otherwise provided by the Committee (in an Award Agreement or otherwise) or as otherwise directed by an Option holder in writing to the Company, each vested and exercisable Option outstanding on the Automatic Exercise Date with an exercise price per share of Stock that is less than the Fair Market Value per share of Stock as of such date shall automatically and without further action by the Option holder or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Committee, payment of the exercise price of any such Option shall be made pursuant to Section 5.1(c)(ii) or, subject to Section 14.13 or any applicable trading policy of the Company, pursuant to Section 5.1(c)(iii), and the Company or any Subsidiary shall deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 14.4. Unless otherwise determined by the Committee, this Section 5.5 shall not apply to an Option if the holder of such Option incurs a termination of employment or service on or before the Automatic Exercise Date. For the avoidance of doubt, no Option with an exercise price per share of Stock that is equal to or greater than the Fair Market Value per share of Stock on the Automatic Exercise Date shall be exercised pursuant to this Section 5.5.

Article 6

Restricted Stock Awards


6.1	Grant of Restricted Stock. The Committee is authorized to make Awards of Restricted Stock to any Eligible Individual selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be evidenced by a written Restricted Stock Award Agreement.

6.2

Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.

6.3

Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be surrendered to the Company and cancelled without consideration. Notwithstanding the foregoing, the Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of a Change in Control and/or terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.

6.4

Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

6.5

Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.

Article 7

Stock Appreciation Rights


7.1	Grant of Stock Appreciation Rights.


(a)	A Stock Appreciation Right may be granted to any Participant selected by the Committee. A Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement.

(b)

A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value of a share of Stock on the date of exercise of the Stock Appreciation Right by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Committee may impose.


7.2	Payment and Limitations on Exercise.

(a)

Payment of the amounts determined under Section 7.1(b) above shall be in cash, in Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee in the Award Agreement. To the extent payment for a Stock Appreciation Right is to be made in cash, the Award Agreement shall specify the date of payment which may be different than the date of exercise of the Stock Appreciation Right, to the extent necessary to comply with the requirements to Section 409A of the Code, as applicable. If the date of payment for a Stock Appreciation Right is later than the date of exercise, the Award Agreement may specify that the Participant be entitled to earnings on such amount until paid.


(b)	To the extent any payment under Section 7.1(b) is effected in Stock it shall be made subject to satisfaction of all provisions of Article 5 above pertaining to Options.

7.3

Expiration of Stock Appreciation Right Term: Automatic Exercise of In-the-Money Stock Appreciation Rights. Unless otherwise provided by the Committee (in an Award Agreement or otherwise) or as otherwise directed by a Stock Appreciation Right holder in writing to the Company, each vested and exercisable Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per share of Stock that is less than the Fair Market Value per share of Stock as of such date shall automatically and without further action by the Stock Appreciation Right holder or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Committee, the Company or any Subsidiary shall deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 14.4. Unless otherwise determined by the Committee, this Section 7.3 shall not apply to a Stock Appreciation Right if the holder of such Stock Appreciation Right incurs a termination of employment or service on or before the Automatic Exercise Date. For the avoidance of doubt, no Stock Appreciation Right with an exercise price per share of Stock that is equal to or greater than the Fair Market Value per share of Stock on the Automatic Exercise Date shall be exercised pursuant to this Section 7.3.

Article 8

Performance-Based Awards, Dividend Equivalents, Stock Payments, Restricted Stock Units


8.1	Performance-Based Awards.

(a)

Any Eligible Individual selected by the Committee may be granted one or more Performance-Based Awards which shall be denominated either in Stock units of value including the dollar value of shares of Stock or cash and which may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular Participant.

(b)

Applicability to Covered Employees. The designation of a Covered Employee as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period. Moreover, designation of a Covered Employee as a Participant for a particular Performance Period shall not require designation of such Covered Employee as a Participant in any subsequent Performance Period and designation of one Covered Employee as a Participant shall not require designation of any other Covered Employees as a Participant in such period or in any other period.

(c)

Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under this Article 8 which is intended to constitute Qualified Performance-Based Compensation and is granted to one or more Covered Employees, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (i) designate one or more Covered Employees,

(ii) select the Performance Criteria applicable to the Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and (iv) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.

(d)

Payment of Performance-Based Awards. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day a Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a Performance Period only if the Performance Goals for such period are achieved.

(e)

Additional Limitations. Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee and is intended to constitute Qualified Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.

8.2

Dividend Equivalents. Dividend Equivalents may be granted by the Committee based on dividends declared on the Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Participant and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

8.3

Stock Payments. The Committee is authorized to make Stock Payments to any Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the Committee and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Subsidiary, determined by the Committee. Shares of Stock underlying a Stock Payment which is subject to a vesting schedule or other conditions or criteria set by the Committee will not be issued until those conditions have been satisfied. Unless otherwise provided by the Committee, a Participant granted a Stock Payment shall have no rights as a Company shareholder with respect to such Stock Payment until such time as the Stock Payment has vested and the Stock underlying the Award have been issued to the Participant. Stock Payments may, but are not required to be made in lieu of base salary, short-term incentive awards, fees or other cash compensation otherwise payable to such Eligible Individual.

8.4

Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Committee. The Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, in each case on a specified date or dates or over any period or periods, as determined by the Committee. The Committee shall specify, or permit the Participant to elect, the conditions and dates upon which the Stock underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code. Restricted Stock Units may be paid in cash, Stock, or both, as determined by the Committee. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable share of Stock (or the Fair Market Value of one such share in cash) for each vested and nonforfeitable Restricted Stock Unit.

8.5

Deferred Stock. The Committee is authorized to grant Deferred Stock to any Eligible Individual. The number of shares of Deferred Stock shall be determined by the Committee and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, as the Committee determines, in each case on a specified date or dates or over any period or periods determined by the Committee. Shares of Stock underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria set by the Committee shall be issued on the vesting date(s) or date(s) that those conditions and criteria have been satisfied, as applicable. Unless otherwise provided by the Committee, a Participant granted Deferred Stock shall have no rights as a Company shareholder with respect to such Deferred Stock until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Stock underlying the Award has been issued to the Participant.

8.6

Deferred Stock Units. The Committee is authorized to grant Deferred Stock Units to any Eligible Individual. The number of Deferred Stock Units shall be determined by the Committee and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, as the Committee determines, in each case on a specified date or dates or over any period or periods determined by the Committee. Each Deferred Stock Unit shall entitle the Participant to receive one share of Stock on the date the Deferred Stock Unit becomes vested or upon a specified settlement date thereafter. Shares of Stock underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the Committee shall not be issued until on or following the date that those conditions and criteria have been satisfied. Unless otherwise provided by the Committee, a Participant granted Deferred Stock Units shall have no rights as a Company shareholder with respect to such Deferred Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Stock underlying the Award have been issued to the Participant.


8.7	Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award, Restricted Stock Unit award, Deferred Stock award and/or Deferred Stock Unit award shall be set by the Committee in its sole discretion.

8.8

Exercise or Purchase Price. The Committee may establish the exercise or purchase price of a Performance Award, shares distributed as a Stock Payment award, shares distributed pursuant to a Restricted Stock Unit award, shares of Deferred Stock or shares distributed pursuant to a Deferred Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a share of Stock, unless otherwise permitted by applicable law.

8.9

Termination of Employment or Service. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, a Performance Award, Dividend Equivalent award, Stock Payment award, Restricted Stock Unit award, Deferred Stock award and/or Deferred Stock Unit award is only distributable while the Participant is employed by or providing services to the Company or a Subsidiary. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide that an Award may be distributed following a Participant’s termination of employment or service in certain events, including in the event of a Change in Control and/or terminations resulting from specified causes.

Article 9

Provisions Applicable to Awards


9.1	Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.


9.2	Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

9.3

Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution. The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Stock Option) to be transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish subject to the following terms and conditions: (i) an Award transferred to a transferee shall not be assignable or transferable by the permitted transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a permitted transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant and the permitted transferee shall execute any and all documents requested by the Committee, including, without limitation documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer.

9.4

Beneficiaries. Notwithstanding Section 9.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.


9.5	Stock Certificates; Book Entry Procedures.

(a)

Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

(b)

Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company shall not deliver to any Participant certificates evidencing shares of Stock issued in connection with any Award and instead such shares of Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


9.6	Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Committee shall have the right to provide, in an Award Agreement or otherwise, or to require a Participant to agree by separate written or electronic instrument, that:

(a)

(i) Any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of an Award, or upon the receipt or resale of any shares of Stock underlying an Award, shall be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a termination of employment or service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (y) the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Committee or (z) the Participant incurs a termination of employment or service for “cause” (as such term is defined in the sole discretion of the Committee, or as set forth in the Award Agreement relating to such Award); and

(b)

All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Stock underlying an Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

Article 10

Changes in Capital Structure


10.1	Adjustments.

(a)

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, distribution of Company assets to shareholders (other than normal cash dividends), or any other corporate event affecting the Stock or the share price of the Stock other than an Equity Restructuring, the Committee may make equitable adjustments, if any, to reflect such changes with respect to

(i) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3); (ii) the number and type of shares subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code.

(b)

In the event of any transaction or event described in Section 10.1(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including without limitation any Change in Control), or of changes in applicable laws, regulations or accounting principles, and whenever the Committee determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, either by amendment of the terms of any outstanding Awards or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions:


(i)	To provide for either:

(a)

the termination, by the surrender, of any such Award in exchange for an amount of cash and/or other property, if any, equal to the amount by which the fair market value of the Stock which the Award represents exceeds the Award exercise price for all or part of the shares of Stock which are related to such Award and that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); or


(b)	The replacement of such Award with other rights or property selected by the Committee, in its sole discretion, having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested;


(ii)	To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;


(iii)	To make adjustments in the number and type of shares of Stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;


(iv)	To provide that any such Award shall be exercisable or payable or fully vested with respect to all shares of Stock covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and


(v)	To provide that any such Award cannot vest, be exercised or become payable after such event.


(c)	In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 10.1(a) and 10.1(b):


(i)	The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or

(ii)

The Committee shall make such equitable adjustments, if any, as the Committee, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares of Stock that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3). The adjustments provided under this Section 10.1(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company.


10.2	Acceleration Upon a Change in Control.


(a)	Notwithstanding the provisions of Section 10.1, Awards shall become fully exercisable and all forfeiture restrictions on such Awards shall lapse upon a Change in Control. Upon, or in anticipation of, a Change in Control, the Committee may give each Participant the right to exercise such Awards during a period of time as the Committee, in its sole and absolute discretion, shall determine.

Additionally, each Participant who is an Officer, or any other Participant in the discretion of the Committee may surrender any Award during the 30-day period following a Change in Control and receive in cash in lieu of exercising any Award the amount by which the fair market value of the Stock exceeds the exercise price for all or part of the shares of Stock subject to such Award. For this purpose, the fair market value of the Stock shall be deemed to be the closing price of one share of the Company’s Stock on the New York Stock Exchange on that day, or within the 60 days preceding the date on which the Change in Control occurs, on which such closing price was the highest. In the event that the shares are not listed or admitted to trading on such exchange, the fair market value shall be deemed to be the closing price of one share of the Company’s Stock on the principal national securities exchange on which the shares are listed or admitted to trading, or, if the shares are not listed or admitted to trading on any national securities exchange, the average of the highest reported bid and lowest reported asked prices as reported on the Nasdaq or similar organization if the Nasdaq is no longer reporting such information. If on any such date the shares are not quoted by any such organization, the fair market value of the shares on such date, as determined in good faith by the Board of Directors of the Company, shall be used.

10.3

No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award.

Article 11

Administration

11.1

Committee. The Plan shall be administered by the Compensation Committee (the “Committee”) consisting solely of at least two or more members of the Board who are each Non-Employee Directors and “outside directors,” within the meaning of Section 162(m) of the Code. Additionally, to the extent required by applicable law, each of the individuals constituting the Compensation Committee of the Board (or another committee or subcommittee of the Board or the Compensation Committee of the Board assuming the functions of the Committee under the Plan) shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Stock is listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1 or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Committee” as used in the Plan shall be deemed to refer to the Board and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.5.

11.2

Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any Officer or other Employee of the Company or any Subsidiary, the Company’s independent registered public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. The Committee shall select one of its members as a Chairman, who shall preside at meetings and who shall have authority to execute and deliver documents on behalf of the Committee. Meetings of the Committee shall be held at such times and places as the members thereof may determine.


11.3	Authority of Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:


(a)	Designate Eligible Individuals to receive Awards;


(b)	Determine the type or types of Awards to be granted to each Eligible Individual;


(c)	Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate;

(d)

Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any Performance Criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; provided, however, that the Committee shall not have the authority to accelerate the vesting or waive the forfeiture of any Award that is intended to constitute Qualified Performance-Based Compensation;


(e)	Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


(f)	Prescribe the form of each Award Agreement, which need not be identical for each Participant;


(g)	Decide all other matters that must be determined in connection with an Award;(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


(i)	Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and


(j)	Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.


11.4	Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.

11.5

Delegation of Authority. To the extent permitted by applicable law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and other applicable law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.5 shall serve in such capacity at the pleasure of the Board and the Committee.

Article 12

Effective and Expiration Date

12.1

Effective Date. The Plan was originally effective on May 2, 2005, the date the Plan was initially approved by the Company’s shareholders, and was previously amended and restated effective as of May 3, 2010, the date the Plan (as previously amended and restated) was approved by the Company’s shareholders. This amendment and restatement of the Plan shall be effective on the date it is approved by the Company’s shareholders (the “Restatement Effective Date”). The Plan, as amended and restated herein, will be deemed to be approved by the shareholders if it receives the affirmative vote of a majority of the votes cast at a meeting duly held in accordance with the applicable provisions of the Company’s By-laws. In the event that the Company’s shareholders do not approve this amendment and restatement of the Plan, the Plan will continue in full force and effect on its terms and conditions as in effect immediately prior to the date that the Plan (as amended and restated herein) was approved by the Board.


12.2	Expiration Date. The Plan will expire on, and no Incentive Stock Option or other Award may be granted pursuant to the Plan after, the tenth anniversary of the Restatement Effective Date. Any Awards that are outstanding on the tenth anniversary of the Restatement Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

Article 13

Amendment, Modification, and Termination

13.1

Amendment, Modification, and Termination. With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder approval is required for any amendment to the Plan that (i) increases the number of shares available under the Plan (other than any adjustment as provided by Article 10), (ii) permits the Committee to grant Options or Stock Appreciation Rights with an exercise or base price that is below Fair Market Value on the date of grant, (iii) permits the Committee to extend the exercise period for an Option or Stock Appreciation Right beyond ten years from the date of grant, or (iv) results in a material increase in benefits or a change in eligibility requirements. Notwithstanding any provision in this Plan to the contrary, absent approval of the shareholders of the Company, (i) no Option or Stock Appreciation Right may be amended to reduce the per share exercise or base price of the shares subject to such Option or Stock Appreciation Right below the per share exercise or base price as of the date the Option or Stock Appreciation Right is granted (ii) no Option or Stock Appreciation Right may be cancelled in exchange for cash when the per share exercise or base price of such Award exceeds the Fair Market Value of the underlying shares of stock, and (iii) except as permitted by Article 10, no Option or Stock Appreciation Right may be granted in exchange for, or in connection with, the cancellation or surrender of an Option or Stock Appreciation Right having a higher per share exercise or base price.


13.2	Awards Previously Granted. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.

Article 14

General Provisions

14.1

Absence from Work. A Participant who is absent from work with the Company or a Subsidiary because of illness or temporary disability, or who is on leave of absence for such purpose or reason as the Committee may approve, shall not be deemed during the period of such absence, by reason of such absence, to have ceased to be an Employee of the Company or a Subsidiary. Where a cessation of employment is to be considered a retirement with the consent of the Company or by reason of Disability for the purpose of this Plan shall be determined by the Committee, which determination shall be final and conclusive.


14.2	No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Eligible Individuals, Participants or any other persons uniformly.


14.3	No Shareholder Rights. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to shares of Stock covered by any Award until the Participant becomes the record owner of such shares of Stock.

14.4

Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise issuable under an Award (or allow the surrender of shares of Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Stock which may be so withheld or surrendered with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award within six months (or such other period as may be determined by the Committee) after such shares of Stock were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Committee shall determine the fair market value of the shares of Stock, consistent with the applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares of Stock to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.


14.5	No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of the Company or any Subsidiary.


14.6	Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

14.7

Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


14.8	Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


14.9	Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


14.10	Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.


14.11	Fractional Shares. No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

14.12

Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the date such Award is granted), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

14.13

Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

14.14

Government and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register pursuant to the Securities Act, any of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.


14.15	Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Connecticut.

EXHIBIT 31.1

I, David G. Nord, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Hubbell Incorporated (the “registrant”);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 24, 2015



/s/ David G. Nord
David G. Nord
Chairman of the Board, President and Chief Executive Officer

HUBBELL INCORPORATED-Form 10-Q

EXHIBIT 31.2

I, William R. Sperry, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Hubbell Incorporated (the “registrant”);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


e)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 24, 2015



/s/ William R. Sperry
William R. Sperry
Senior Vice President and Chief Financial Officer

HUBBELL INCORPORATED-Form 10-Q

EXHIBIT 32.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Hubbell Incorporated (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David G. Nord, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ David G. Nord
David G. Nord
Chairman of the Board, President and Chief Executive Officer
7/24/2015

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

HUBBELL INCORPORATED-Form 10-Q

EXHIBIT 32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Hubbell Incorporated (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William R. Sperry, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ William R. Sperry
William R. Sperry
Senior Vice President and Chief Financial Officer
7/24/2015

HUBBELL INCORPORATED-Form 10-Q

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