1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 1-2958 HUBBELL INCORPORATED (Exact name of Registrant as specified in its charter) <TABLE> <S> <C> CONNECTICUT 06-0397030 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 584 Derby Milford Road, Orange, Connecticut 06477-4024 (Address of principal executive offices) (Zip Code) </TABLE> (203) 799-4100 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: <TABLE> <CAPTION> Title of each Class Name of Exchange on which Registered <S> <C> Class A Common - $.01 par value (20 votes per share) New York Stock Exchange Class B Common - $.01 par value (1 vote per share) New York Stock Exchange Class A Common Stock Purchase Rights New York Stock Exchange Class B Common Stock Purchase Rights New York Stock Exchange </TABLE> Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark 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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The approximate aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 17, 1995 was $1,602,711,300.* The number of shares outstanding of the Class A Common Stock and Class B Common Stock as of March 17, 1995 was 5,874,164 and 27,094,539, respectively. Documents Incorporated by Reference The definitive proxy statement for the proposed annual meeting of stockholders to be held on May 1, 1995, filed with the Commission on March 24, 1995 - Part III. ------------------ * Calculated by excluding all shares held by executive Officers and Directors of Registrant and the Roche Trust, the Hubbell Trust and the Harvey Hubbell Foundation, without conceding that all such persons are "affiliates" of registrant for purpose of the Federal Securities Laws.

2 Page 2 PART I Item 1. Business Hubbell Incorporated (herein referred to as "Hubbell", the "Company" or the "registrant", which references shall include its divisions and subsidiaries as the context may require) was founded as a proprietorship in 1888, and was incorporated in Connecticut in 1905. For over a century, Hubbell has manufactured and sold high quality electrical and electronic products for a broad range of commercial, industrial, telecommunications, and utility applications. Since 1961, Hubbell has expanded its operations into other areas of the electrical industry and related fields. Hubbell products are now manufactured or assembled by nineteen divisions and subsidiaries at twenty-six locations in the United States, Canada, Puerto Rico, Mexico, United Kingdom and Singapore. Hubbell also participates in joint ventures with partners in Germany and Taiwan, and maintains sales offices in Malaysia, Indonesia, Germany, Hong Kong, South Korea, and the Middle East. Hubbell is primarily engaged in the engineering, manufacture and sale of electrical and electronic products. These products can be divided into three general segments: products primarily used in low-voltage applications, products primarily used in high-voltage applications and products that either are not directly related to the electrical business, or, if related, cannot be clearly classified on a voltage application basis. Hubbell defines "low-voltage" as being 600 volts and less and "high-voltage" as greater than 600 volts. Reference is made to page 38 for information relative to Industry Segment and Geographic Area Information for 1994, 1993 and 1992. On January 19, 1994, in reporting its fourth quarter - 1993, and full year - 1993, results, Hubbell announced implementation of a restructuring program which will include the consolidation of all or a portion of ten manufacturing facilities, a reduction in labor force of approximately 6%, the reorganization of certain operation's management structure, and a realignment of warehousing and product distribution capabilities. In April, 1994, Hubbell acquired the stock of A. B. Chance Industries, Inc. ("Chance"). Chance, with facilities in Mexico and Centralia, Missouri; Scarborough, Canada; and Bristol, England, manufactures products used in the electrical transmission, distribution and telecommunications industries, including electrical apparatus (overhead and underground distribution switches, fuses, contacts, and sectionalizers); anchors; hardware; polymer insulators; and hot-line tools and other safety equipment. Additional information relating to the Chance acquisition can be found on pages 5 and 7 of this document. PRODUCTS USED IN LOW-VOLTAGE APPLICATIONS Electrical Wiring Devices The Wiring Device Division of Hubbell specializes in the manufacture and sale of highly durable and reliable wiring devices which are supplied principally to industrial and commercial customers. These products, comprising several thousand catalog items, include plugs, receptacles, (including surge suppressor units), wall outlets, connectors, adapters, floor boxes and switches (including passive infrared motion sensing switches). The Wiring Device Division's pin-and-sleeve devices built to IEC standards have incorporated improved water and dust-tight construction and impact resistance. Switch and receptacle wall plates produced by Hubbell Plastics, Inc., are distributed through the Wiring Device Division, feature

3 Page 3 proprietary thermoplastic materials offering high impact resistance and durability, and are available in a variety of colors. Delivery systems, including the system PDC (under carpet cable systems for power, data and communications distribution) provide efficiency and flexibility in both initial installation and remodeling application. Hubbell also manufactures wiring devices for use in certain environments requiring specialized products, such as multi-pin connectors and cable assemblies for connection of sensors in processing lines. The Wiring Device Division also sells ground fault circuit interrupter units for commercial and industrial applications. Some of these units contain a number of outlets to which electrically-powered equipment may be simultaneously connected for ground fault protection. Ground fault units interrupt the circuit to which they are connected when a fault to ground is detected to protect the user from potentially lethal shock. Bryant Electric, Inc. manufactures and sells electrical wiring devices, including plugs, connectors, receptacles, switches (including motion sensing switches), lampholders, control switches, pendants, weatherproof enclosures, and wall plates, to a separate market segment of industrial and commercial customers, utilizing its own sales and marketing organization. Hubbell maintains operations in the United Kingdom, Singapore, Canada and Mexico which sell a variety of wiring device products similar to those produced in the United States. Most of the wiring device products sold by these operations are manufactured in the United States and Puerto Rico. Lighting Fixtures Hubbell Lighting, Inc. manufactures and sells lighting fixtures and accessories for both indoor and outdoor applications in the United States, Canada, Mexico, United Kingdom, Singapore and elsewhere internationally. Hubbell Lighting has three basic classifications of products; specifically, Outdoor, Industrial and Commercial. The Outdoor products include floodlights, landscape lights, roadway lights and poles, which are used to illuminate athletic and recreational fields, service stations, outdoor display signs, parking lots, roadways and streets, security areas, shopping centers and similar areas. In addition, a line of decorative outdoor fixtures is sold for use in residences, parking lots, gardens and walkways. The Industrial products include fixtures used to illuminate factories, work spaces, and similar areas, including specialty requirements such as paint rooms, clean rooms and warehouses. The Commercial products include fluorescent, emergency and exit, and recessed and track fixtures which are used for offices, schools, hospitals, retail stores, and similar applications. The fixtures use high-intensity discharge lamps, such as mercury-vapor, high-pressure sodium-vapor, and metal-halide lamps, as well as quartz, fluorescent and incandescent lamps, all of which are purchased from other sources. Hubbell Lighting also manufactures a broad range of track and down lighting fixtures and accessories sold under the Marco name. These products supplemented existing track and down lighting product lines developed internally by Hubbell Lighting. Hubbell Lighting also has a line of Life Safety products, fixtures and related components which are used in specialized safety applications. Industrial Controls Hubbell Industrial Controls, Inc. manufactures and sells a variety of heavy-duty electrical and radio control products which have broad application in the control of industrial equipment and processes. These products range from standard and specialized industrial control components to combinations of components that control entire industrial manufacturing processes. Standard products include motor speed controls, pendant-type push-button stations, power and grounding resistors and overhead crane controls. Hubbell Industrial Controls, Inc. also manufactures and sells a line of transfer switches used

4 Page 4 to direct electrical supply from alternate sources and a line of fire pump control products used in fire control systems. Industrial controls are also manufactured and sold in the United Kingdom by Hubbell, Ltd. Products sold by this subsidiary are used in motor control applications and include fuse switches, contactors and solid state timers. Special Application Products In addition to its other products, Killark Electric Manufacturing Company manufactures and sells weather proof and hazardous location products suitable for standard, explosion proof and other hostile area applications. These products consist of fittings, enclosures, lighting fixtures, distribution equipment, motor controls, plugs and receptacles. Hazardous locations are those areas where a potential for explosion and fire exists due to the presence of flammable gasses, vapors, dust or easily ignitable fibers and include such places as refineries, petro-chemical plants, grain elevators and processing areas. Sales and Distribution of Low-Voltage Products A majority of Hubbell's low-voltage products are stock items and are sold through distributors, home centers and lighting showrooms. A portion of these products, primarily industrial controls, are sold directly to the customer. Special application products are sold primarily through wholesale distributors to contractors, industrial customers and original equipment manufacturers. Hubbell maintains a sales organization to assist potential users with the application of certain products to their specific requirements. Hubbell also maintains regional offices in the United States which work with architects, engineers, industrial designers, original equipment manufacturers and electrical contractors for the design of electrical systems to meet the specific requirements of industrial and commercial users. Hubbell is also represented by sales representatives for its lighting fixtures, and industrial controls product lines, as well as products of the Wiring Device Division. The sales of low-voltage products accounted for approximately 45% of Hubbell's total revenue in 1994, 52% in 1993 and 54% in 1992. PRODUCTS USED IN HIGH-VOLTAGE APPLICATIONS Insulated Wire and Cable The Kerite Company manufactures and sells premium quality, high performance, insulated electric power cable for application in critical circuits of electric utilities and major industrials. This product line utilizes proprietary insulation systems and unique designs to meet the increasingly demanding specifications of its customers. Applications include generating plants, underground and submarine transmission and distribution systems, and petrochemical and pharmaceutical plants and mines. Kerite produces specially-designed cable for supplying power to submersible pumps in oil wells. This cable is designed to offer increased service life in the extreme temperature and corrosive conditions encountered in these adverse environments. The Kerite Company also manufactures accessories for splicing and terminating cable ends.

5 Page 5 Electrical Transmission and Distribution Products The Ohio Brass Company manufactures a complete line of polymer insulators, and high-voltage surge arresters used in the construction of electrical transmission and distribution lines and substations. The Ohio Brass Company's primary focus in this product area is its Hi*LiteXL and Veri*Lite polymer insulator line and its DynaVar and Protecta*Lite surge arrester lines. Electrical transmission products, primarily suspension insulators, are used in the expansion and upgrading of electrical transmission capability. Acquired in April, 1994, Chance manufactures and sells products used in the electrical transmission, distribution and telecommunications industries, including overhead and underground electrical apparatus such as (a) distribution switches (to control and route the flow of power through electrical lines); (b) cutouts, sectionalizers, and fuses (to protect against faults and over-current conditions on power distribution systems); and (c) ethylene propylene based rubber and silicone rubber insulators (to insulate distribution power lines) and Epoxirod(R) insulator systems (pole framing and conductor accessories). High Voltage Test and Measurement Equipment Hipotronics, Inc. manufactures and sells a broad line of high voltage test and measurement systems to test materials and equipment used in the generation, transmission and distribution of electricity. In addition, Hipotronics manufactures test equipment and high voltage power supplies for use in electrical and electronic industries. Principal products include AC/DC hipot testers and megohmmeters, cable fault location systems, oil testers and DC hipots, impulse generators and digital measurement systems, AC series resonant and corona detection systems, DC test sets and power supplies, variable transformers, voltage regulators, and motor and transformer test sets. Sales and Distribution of High-Voltage Products Sales of high-voltage products are made through distributors and directly to users such as electric utilities, mining operations, industrial firms, and engineering and construction firms engaged in electric transmission projects. Hipotronics' products are sold primarily by direct sales to its customers in the United States and in foreign countries through its sales engineers, independent sales representatives and its sales and service office in Germany. While Hubbell believes its sales in this area are not materially dependent upon any customer or group of customers, a decrease in purchases by public utilities does affect this category. The sale of high-voltage products accounted for approximately 20% of Hubbell's total revenue in 1994 and 16% and 14% in 1993 and 1992, respectively. PRODUCTS NOT CLASSIFIED ON A VOLTAGE BASIS Outlet Boxes, Enclosures and Fittings Raco Inc. is a leading manufacturer of steel and plastic boxes used at outlets, switch locations and junction points as well as a broad line of fittings for the electrical industry, including rigid conduit fittings, EMT (thinwall) fittings and other metal conduit fittings. Raco also has a complete electrical nonmetallic family of products including conduit tubing, fittings and outlet boxes.

6 Page 6 The major markets for Raco Inc.'s products include industrial, commercial and residential construction, the do-it-yourself market, the export market, and the original equipment manufacturer market. Raco Inc.'s products are sold primarily through distributors and in some retail and hardware outlets. Hubbell-Bell, Inc. manufactures a variety of electrical box products, with an emphasis on weather-resistant types suitable for outdoor application. The weatherproof lines include a full assortment of boxes, covers, combination devices, lampholders, and lever switches. Bell's products are sold primarily through electrical and hardware distributors. E. M. Wiegmann & Co., Inc. manufactures a full-line of fabricated steel enclosures such as rainproof and dust-tight panels, consoles and cabinets, wireway and electronic enclosures. These products are used to enclose and protect electrical conductors, terminations, instruments, distribution equipment and controls. Wiegmann's products are primarily sold through distributors to industrial customers and original equipment manufacturers. In addition to its other products, Hubbell Canada Inc. manufactures a line of quality nonmetallic plastic switch and outlet boxes configured for the Canadian residential construction market. Killark Electric is a leading manufacturer of quality standard and special application enclosures and fittings including hazardous location products for use in installations such as chemical plants, pipelines, grain elevators, coal handling facilities and refineries. These products include conduit raceway fittings, junction boxes, enclosures, lighting fixtures and standard and custom controls. Killark also is a major participant in the maintenance and repair, commercial and industrial construction segments of the domestic electrical construction materials market. Killark products are sold primarily through electrical distributors to contactors, industrial customers and original equipment manufacturers. Voice and Data Signal Processing Equipment Pulse Communications, Inc. designs and manufactures a line of voice and data signal processing equipment primarily for use by the telephone and telecommunications industry. Customers of this product line include various telecommunications companies, the Regional Bell Operating Companies, independent telephone companies and specialized common carriers and companies with private networks. Pulse Communications, Inc. also manufactures electronic systems which monitor various conditions, such as telephone traffic levels or the occurrence of certain events at one or more remote locations. The information obtained is processed and appropriate corrective or alarm signals are generated and transmitted back to a central station. These products are sold primarily by direct sales to its customers in the United States and in foreign countries through Pulse Communications, Inc.'s sales personnel and sales representatives. Hubbell Premise Wiring, Inc. manufactures or sells components used in telecommunications applications for power, voice and data signals. Products include adapters and outlets, quick connect jacks, high density jacks, connectorized cables, patch panels, baluns, flush plates, surface boxes, modular furniture plates, undercarpet cable and other components and systems used in the processing, distribution, and termination functions for local area networks (LANS) in commercial and industrial buildings. These products are sold through a direct sales organization and by selected, independent telecommunications representatives.

7 Page 7 Holding Devices The Kellems Division manufactures a line of Kellems(R) grips used to pull, support and relieve stress in elongated items such as cables, electrical cords, hoses and conduits. The grips are made of wire mesh in a range of sizes and strengths to accommodate differing needs. The mesh part of the grip is designed to tighten around the surface of the items under tension. Kellems also makes a line of cord connectors designed to prevent electrical conductors from pulling away from electrical terminals to which the conductors are attached, and wire management products including flexible, non-metallic conduit and fittings and non-metallic surface raceway products used in wiring and cable harness installations. Products are manufactured at Hubbell's facilities in Stonington, Connecticut; Kempston, Bedfordshire, England; and Vega Baja, Puerto Rico. These products are sold primarily through distributors. Construction Materials/Tools Chance manufactures and sells (a) line construction materials, including anchors used to hold overhead power and communications lines erect, for tower, streetlight pole, pipeline, and apparatus foundation support, and a variety of farm, home and construction anchoring, tie-back and holding applications; (b) pole line hardware, including galvanized steel fixtures and extruded plastic materials used in overhead and underground line construction and connectors, and other accessories for making high voltage connections and linkages; (c) construction tools and accessories for building overhead and underground power and telephone lines; and (d) hot-line tools (all types of tools mounted on insulated poles used to maintain energized high voltage lines) and other safety equipment. These products are sold through distributors and directly to electric utilities. The sale of products not classified on a voltage basis accounted for approximately 35% of Hubbell's total revenue in 1994 and 32% in each of 1993 and 1992. INFORMATION APPLICABLE TO ALL GENERAL CATEGORIES International Operations Hubbell Ltd. in the United Kingdom manufactures and/or sells fuse switches, contactors, solid state timers, lighting fixtures, selected wiring device products, premise wiring products, high performance partial discharge measuring instruments, specialized control gear, and chart recording products. Hubbell Canada Inc. and Hubbell de Mexico, S.A. de C.V. currently manufacture and/or market wiring devices, lighting fixtures, grips, fittings, plastic outlet boxes, hazardous location products and electrical transmission and distribution products. Industrial controls products are sold in Canada through an independent sales agent. A. B. Chance Canada Ltd. manufactures tools, anchors, construction hardware and other products for sale in Canada and export to other countries. Harvey Hubbell S.E. Asia Pte. Ltd. assembles and/or markets wiring devices, lighting fixtures, hazardous location products, electrical transmission and distribution products and cable.

8 Page 8 Hubbell also manufactures electrical wiring devices and selected holding devices in Aibonito, Puerto Rico, and Vega Baja, Puerto Rico, and manufactures lighting products and fittings in Juarez, Mexico. Hubbell also has interests in various other international operations such as joint ventures in Germany and Taiwan. Hubbell also has sales offices in Malaysia, Indonesia, Germany, Hong Kong, Mexico, South Korea and the Middle East. Raw Materials Principal raw materials used in the manufacture of Hubbell products include steel, brass, copper, aluminum, bronze, plastics, phenolics, elastomers and petrochemicals. Hubbell also purchases certain electrical and electronic components, including solenoids, lighting ballasts, printed circuit boards, integrated circuit chips and cord sets, from a number of suppliers. Hubbell is not materially dependent upon any one supplier for raw materials used in the manufacture of its products and equipment and, at the present time, raw materials and components essential to its operation are in adequate supply. Patents Hubbell has approximately 665 active United States and foreign patents covering many of its products, which expire at various times. While Hubbell deems these patents to be of value, it does not consider its business to be dependent upon patent protection. Hubbell licenses under patents owned by others, as may be needed, and grants licenses under certain of its patents. Working Capital Hubbell maintains sufficient inventory to enable it to provide a high level of service to its customers. The inventory levels, payment terms and return policies are in accord with the general practices of the electrical products industry and standard business procedures. Backlog Backlog of orders believed to be firm at December 31, 1994 and 1993 were approximately $83,900,000 and $60,400,000, respectively. Most of the backlog is expected to be shipped in the current year. Although this backlog is important, the majority of Hubbell's revenues result from sales of inventoried products or products that have short periods of manufacture. Competition Hubbell experiences substantial competition in all categories of its business, but does not compete with the same companies in all its product categories. The number and size of competitors vary considerably depending on the product line. Hubbell cannot specify with exactitude the number of competitors in each product category or their relative market position. However, some of its competitors are larger companies with substantial financial and other resources. Hubbell considers product performance, reliability, quality and technological innovation as important factors relevant to all areas of its business and considers its reputation as a manufacturer of quality

9 Page 9 products to be an important factor in its business. In addition, product price and other factors can affect Hubbell's ability to compete. Environment Compliance with Federal, State and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, is not believed to have any material effect upon the financial position or the competitive position of Hubbell. Employees As of December 31, 1994, Hubbell had approximately 7,405 full-time employees, including salaried and hourly personnel. Approximately 2,702 of Hubbell's United States employees are represented by 8 labor unions. Hubbell considers its labor relations to be satisfactory. Item 2. Properties The following is a list of Hubbell's material manufacturing facilities, classified by segment: <TABLE> <CAPTION> Approximate Floor Location No. of Facilities Area In Sq. Ft. -------- ----------------- --------------- <S> <C> <C> <C> Low Voltage Segment Connecticut 2 492,600 ------------------- Ohio 1 76,900 Puerto Rico 2 186,100 (1) Tennessee 1 250,000 Virginia 1 321,300 Mexico 1 40,000 (2) High Voltage Segment Connecticut 1 503,000 -------------------- New York 2 171,000 Ohio 1 92,000 South Carolina 1 197,000 Missouri 1* 795,000 Other Segment Connecticut 1 67,400 ------------- Illinois 1 223,100 Indiana 1 320,000 Missouri 1** 221,400 Pennsylvania 1 105,000 Virginia 1 138,000 Mexico 1 169,000 North Carolina 1 35,000 </TABLE> Hubbell owns and occupies its corporate headquarters and executive office, containing a total of approximately 85,000 square feet, on property located in Orange, Connecticut. Bryant Electric leases its administrative headquarters and engineering facility, containing a total of approximately 39,771 square feet, in Milford, Connecticut. ------------------------ (1) 69,100 square feet leased (2) Leased * Some products also are classified in the Other Segment ** Some products also are classified in the Low Voltage Segment.

10 Page 10 Hubbell and its subsidiaries own or lease warehouses and distribution centers containing an aggregate of approximately 1,158,400 square feet (includes 425,000 square feet acquired in 1994 in Asheville, North Carolina, of which approximately 150,000 is currently utilized). Hubbell believes its manufacturing and warehousing facilities are adequate to carry on its business activities. Item 3. Legal Proceedings There are no material pending legal proceedings to which Hubbell or any of its subsidiaries is a party or of which any of their property is the subject, other than ordinary and routine litigation incident to their business. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the fourth quarter of 1994. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters The Company's Class A and Class B common stocks are principally traded on the New York Stock Exchange under the symbols "HUBA" and "HUBB". The following tables provide information on market prices, dividends declared and number of common shareholders. Market prices and dividends declared have been restated for the 5% common stock dividend declared in 1994. <TABLE> <CAPTION> Market Prices (Dollars Per Share) Common A Common B --------------------------------- -------- -------- Years Ended December 31, High Low High Low ------------------------ ---- --- ---- --- <S> <C> <C> <C> <C> 1994-First quarter 55 1/4 48 3/8 59 51 1994-Second quarter 54 1/2 49 1/2 59 7/8 50 1/2 1994-Third quarter 50 7/8 47 1/2 54 7/8 51 1994-Fourth quarter 51 47 1/8 55 3/8 50 1993-First quarter 52 7/8 48 1/2 55 7/8 49 1/2 1993-Second quarter 52 3/8 49 55 1/4 51 7/8 1993-Third quarter 51 1/2 46 7/8 54 1/2 48 1/2 1993-Fourth quarter 51 1/2 47 7/8 53 1/4 48 3/4 </TABLE> <TABLE> <CAPTION> Dividends Declared (Cents Per Share) Common A Common B ------------------------------------ -------- -------- Years Ended December 31, 1994 1993 1994 1993 ------------------------ ---- ---- ---- ----- <S> <C> <C> <C> <C> First quarter 39 38 39 38 Second quarter 41 39 41 39 Third quarter 41 39 41 39 Fourth quarter 41 39 41 39 </TABLE> <TABLE> <CAPTION> Number of Common Shareholders ----------------------------- At December 31, 1994 1993 1992 1991 1990 --------------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Class A 1,327 1,405 1,464 1,523 1,539 Class B 5,354 5,628 5,555 5,438 5,513 </TABLE>

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12 Page 12 Item 6. Selected Financial Data The following summary should be read in conjunction with the consolidated financial statements and notes and Exhibit 11 contained herein (Dollars in thousands, except per share amounts). <TABLE> <CAPTION> OPERATIONS, YEARS ENDED DECEMBER 31, 1994 1993 1992 ------------------------------------ ----------- --------- -------- <S> <C> <C> <C> Net sales $ 1,013,700 832,423 786,078 Gross profit $ 305,020 262,931 257,800 Restructuring charge $ -- (50,000)* -- Operating income $ 140,583 70,241 117,926 Provision for income taxes $ 39,402 15,188 36,588 Income before cumulative effect of change in accounting principles $ 106,533 66,306* 94,090 Return on sales 10.5% 8.0% 12.0% Return on common shareholders' average equity 18.3% 12.1% 17.7% Return on average total capital 18.2% 12.0% 17.6% Cumulative effect of change in accounting principles $ -- -- (16,506) Net Income $ 106,533 66,306* 77,584 Earnings Per Share: Income before cumulative effect of change in accounting principles $ 3.20 2.00 2.83 Cumulative effect of change in accounting principles -- -- (0.50) Net Income $ 3.20 2.00* 2.33 Cash dividends declared per common share $ 1.62 1.55 1.51 Additions to property, plant, and equipment $ 53,178 25,123 22,894 Depreciation and amortization $ 34,011 30,098 26,813 FINANCIAL POSITION, AT YEAR-END ------------------------------- Working capital $ 112,833 131,875 129,401 Current ratio 1.3 to 1 1.6 to 1 1.6 to 1 Property, plant and equipment (net) $ 201,968 154,621 153,339 Total assets $ 1,041,569 874,298 806,688 Long-term debt $ 2,700 2,700 2,700 Preferred stock -- -- -- Common shareholders' equity: Total $ 608,996 557,660 541,327 Per share $ 18.48 16.99 16.53 NUMBER OF EMPLOYEES, AT YEAR END 7,405 5,885 5,759 -------------------------------- </TABLE> Share data has been restated for the 5% common stock dividend declared in 1994. * In the fourth quarter of 1993, the Company recorded a restructuring charge for consolidation of manufacturing and distribution operations and other productivity programs which reduced net income by $31,000,000, $0.93 per share. Excluding the restructuring charge, net earnings from operations would have been $97,306,000, $2.93 per share.

13 Page 13 <TABLE> <CAPTION> OPERATIONS, YEARS ENDED DECEMBER 31, 1991 1990 1989 1988 1987 1986 1985 ------------------------------------ ------- ------- ------- ------- ------- ------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Net sales 756,126 719,509 668,765 614,237 581,087 558,810 521,136 Gross profit 247,640 232,060 218,384 206,629 195,915 182,229 171,406 Restructuring charge --- --- --- --- --- --- --- Operating income 118,501 111,136 104,973 97,418 89,735 81,952 77,005 Provision for income taxes 38,821 38,633 37,350 35,114 36,724 35,562 34,571 Income before cumulative effect of change in accounting principles 90,597 86,022 79,364 71,288 62,529 54,468 47,742 Return on sales 12.0% 12.0% 11.9% 11.6% 10.8% 9.7% 9.2% Return on common shareholders' average equity 18.3% 19.2% 19.3% 19.1% 18.3% 17.7% 17.5% Return on average total capital 18.1% 18.9% 19.1% 18.7% 17.9% 17.1% 16.8% Cumulative effect of change in accounting principles --- --- --- --- --- --- --- Net Income 90,597 86,022 79,364 71,288 62,529 54,468 47,742 Earnings Per Share: Income before cumulative effect of change in accounting principles 2.73 2.61 2.40 2.14 1.85 1.61 1.42 Cumulative effect of change in accounting principles --- --- --- --- --- --- --- Net Income 2.73 2.61 2.40 2.14 1.85 1.61 1.42 Cash dividends declared per common share 1.40 1.25 1.07 .86 .76 .64 .58 Additions to property, plant, and equipment 23,063 27,165 21,484 17,189 18,705 20,565 18,858 Depreciation and amortization 22,222 17,728 16,570 14,950 14,164 13,762 12,071 FINANCIAL POSITION, AT YEAR-END ------------------------------- Working capital 232,939 249,049 239,560 190,437 171,253 163,307 141,846 Current ratio 3.1 to 1 3.4 to 1 3.4 to 1 3.2 to 1 3.1 to 1 3.1 to 1 2.9 to 1 Property, plant and equipment (net) 147,615 131,799 107,962 102,443 100,271 99,330 90,915 Total assets 685,341 624,706 576,286 523,462 477,432 438,182 392,917 Long-term debt 8,100 8,100 8,100 8,100 8,270 8,576 3,590 Preferred stock --- --- --- --- 2,793 6,152 14,606 Common shareholders' equity: Total 518,906 468,733 427,818 392,530 354,443 324,376 280,907 Per share 15.87 14.39 13.14 11.96 10.83 9.94 8.98 NUMBER OF EMPLOYEES, AT YEAR END 5,532 5,546 5,320 5,159 5,211 5,603 5,766 -------------------------------- </TABLE>

14 Page 14 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES Management views liquidity on the basis of the Company's ability to meet operational needs, fund additional investments, including acquisitions, and make dividend payments to shareholders. At December 31, 1994, the Company's financial condition remained strong with working capital of $112.8 million and a current ratio of 1.3 to 1. Net cash provided by operations was comparable to prior years after adjusting for the impact of restructuring costs. The increase in depreciation and amortization is due to the acquisition of A.B. Chance and a higher level of depreciable assets. As sales volumes increased, accounts receivables increased accordingly. To support service levels inventories also increased. The level of net cash used in investing and financing activities in 1994 and 1993 is in line with the Company's historic patterns excluding the effect of the A.B. Chance acquisition. In 1992 as part of managing its financial investment structure, the Company re-allocated funds from temporary cash investments into longer-term securities with higher investment yields and entered into unsecured short-term borrowings to manage working capital requirements. In September 1994, the Company established a commercial paper program that replaced bank term loans which resulted in an approximate thirty basis point reduction in the cost of funds. At December 31, 1994, commercial paper and bank borrowings of $139.4 million and long-term debt of $2.7 million were 23.3% of shareholder's equity. Capital expenditures in 1994 increased over 1993 due to the restructuring program as well as the Company's continued investment in new machinery and equipment as part of the on-going programs of product development and improvements in operating efficiencies. Although no significant commitments had been made at December 31, 1994, the Company anticipates that capital expenditures will be between $50.0 million and $60.0 million annually during the next three years. This level of expenditures reflects the historic capital investment pattern plus the normal capital requirements of the acquired businesses and the capital investment portion of the planned restructuring program. The Company believes that currently available cash, available borrowing facilities, and its ability to increase its credit lines if needed, combined with internally generated funds should be more than sufficient to fund capital expenditures as well as any increase in working capital that would be required to accommodate a higher level of business activity. The Company actively seeks to expand by acquisition as well as through the growth of its present businesses. While a significant acquisition may require additional borrowings, the Company believes it would be able to obtain financing based on its favorable historical earnings performance and strong financial position. RESULTS OF OPERATIONS 1994 Compared to 1993 Consolidated net sales for 1994 increased by 22% over 1993 reflecting the acquisition of A.B. Chance Industries, Inc. in April, 1994, and progressive improvement month by month of product shipments at the Wiring Device, Industrial Controls, Premise Wiring, Lighting and Raco operations as the U.S. economy strengthened. These improvements were impacted by lower activity at the Pulse

15 Page 15 Communications subsidiary during the first half of the year. Total segment operating income, excluding the impact of the restructuring charge recorded in 1993, increased 15% on higher sales volumes. The rate of increase was moderated by the inclusion of the A.B. Chance products which have a lower operating margin rate than the Company's existing businesses. Low Voltage segment sales increased 6% on higher shipments of wiring device, lighting and industrial control products as demand in the industrial and commercial markets improved. Segment operating income increased 6% in line with the higher sales volumes. Sales of the High Voltage segment increased more than 52% due to the inclusion of A. B. Chance Industries, Inc. and higher sales of insulators and surge arresters while demand for power cable remained flat. Operating income increased 45% as the rate of growth in sales volume was tempered by the lower-margined products of the acquired business. Other industry segment sales increased 33% reflecting the inclusion of certain product lines of A. B. Chance (line construction hardware and support and foundation anchors), as well as, improved shipments of enclosures, fittings, switch and outlet boxes, and wire management products which offset the lower sales of telecommunication products. Segment operating income increased by 24% for the period and was impacted by reduced shipments of the higher margined telecommunications products, offset in part by cost reductions realized when Pulse Communications and Raynet Corporation terminated their joint development project. International sales increased 28% as the Canadian and Asian economies improved and the Company continued to expand its product offerings in Mexico. Operating income increased on the higher sales volume and improved operating efficiencies in Canada. As a percentage of total sales, International shipments from foreign subsidiaries were 6% in 1994 and 5% in 1993 with the Canadian market representing approximately 60% of the total. International operations expose the Company to flucuation in foreign currency exchange rates. To manage this exposure, the Company closely monitors the working capital requirements of the units and may enter into currency hedges for specific transactions. The Company does not engage in speculation. The gains and losses on hedges are classified consistent with the transaction being hedged. At December 31, 1994, there were no currency hedges in place. General corporate expenses increased 2%. Investment income declined 6% as the average level of investment funds was reduced by the acquisition of A.B. Chance. Interest expense increased reflecting a higher level of short-term borrowings utilized for working capital requirements and which has allowed the Company to maintain its long-term investment positions that have a current yield higher than the cost of short-term funds. The increase in other expenses reflects a full year of charges for a corporate owned life insurance program. The effective tax rate was 27% in 1994, 19% in 1993 and 28% in 1992. The tax rate in 1993 was impacted by the recording of the restructuring charge in that year. The Company's tax rate benefits from the lower taxes on earnings in its Puerto Rico operations and continued emphasis on generating tax-exempt income. Net income and earnings per share increased by 60% over the 1993 reported results which included a pre-tax charge of $50,000,000 for restructuring. 1993 Compared With 1992 Consolidated net sales increased 6% on improved sales through distributors and home centers; continued growth at the Ohio Brass subsidiary; inclusion of Hipotronics Inc., acquired in November

16 Page 16 1992 and E. M. Wiegmann & Co., Inc. acquired in March 1993. These improvements were offset by lower activity at the Pulse Communications subsidiary and foreign operations. In the fourth quarter of 1993, the Company recorded a $50,000,000 pretax charge ($31,000,000 net of tax, or $.93 per share) for the estimated costs of a restructuring program. The program includes the consolidation of all or a portion of several manufacturing plants, a reduction in labor force of approximately 6%, the reorganization of certain operations' management and structure, and a realignment of warehousing and product distribution capabilities. The restructuring charge is approximately equally divided between personnel costs (severance and postemployment benefits), plant and equipment relocation and costs associated with disposal of plant and equipment. At the end of 1993, $7,250,000 had been expended with an additional $14,000,000 anticipated in 1994 with the balance to be expended approximately equally in 1995 and 1996. After an approximate three year implementation the annual savings and cost avoidance could be as much as $25,000,000. Excluding the impact of the restructuring charge, segment total operating income increased 2% as a large portion of the sales growth was in lower margin products combined with strong price competition during this period of slow economic growth. Additionally, the Company has continued to increase expenditures for product and market development as well as customer service enhancements. The Low Voltage Segment sales for the year increased 2% on higher shipments of fluorescent lighting products and improved demand for products in the commercial and industrial markets offsetting weakness in overseas markets. Segment operating income before restructuring charges increased 2% in line with the growth in sales. Sales of the High Voltage Segment increased by more than 23% from the inclusion of Hipotronics, Inc. and higher shipments of insulators and surge arresters. Sales of power cable were essentially even with last year due to the depressed worldwide market conditions for cable. Segment operating income before the restructuring charge increased 35% on higher sales volume and improved operating rates. Other Industry Segment net sales increased by more than 4% due to the acquisition of E. M. Wiegmann & Co., Inc. in March, 1993, and increased sales of components for wire management, voice and data signals, which offset the reduced shipments of telecommunication products and equipment. Segment operating income prior to the restructuring charge decreased 10% reflecting the reduced shipment of higher margined products and increased expenditures for development of the next generation of telecommunication products. General corporate expenses were slightly lower than last year due to continued productivity improvements. Investment income increased 10% on a higher level of funds invested in long-term securities. The higher level of interest expense is due to the utilization of short-term borrowings by the Company. The increase in other expenses reflects the charges for the establishment of a corporate owned life insurance program. The effective tax rate was 19% in 1993, 28% in 1992, and 30% in 1991. The decline in the effective tax rate reflects an increased portion of earnings from Puerto Rico operations and continued emphasis on generating tax-exempt income combined with the tax effect of the restructuring charge recorded in 1993. The recent tax law changes may in future years reduce the tax benefit arising from the Company's Puerto Rico operations. Restructuring Program The Company's restructuring program initiated in the fourth quarter of 1993 for the consolidation of all or a portion of ten manufacturing plants, a labor force reduction of approximately 6%, (which will effect approximately one thousand employees with a net reduction of approximately three

17 Page 17 hundred) the reorganization of certain operations' management and structure, and a realignment of warehousing and product distribution capabilities is proceeding according to plan. - Construction of a modern manufacturing facility at the Seymour, Connecticut, location of The Kerite Company subsidiary was completed in September 1994. Full production in the new plant is scheduled to begin in the first quarter of 1995. The consolidation of sales and marketing activities for the Ohio Brass and Kerite subsidiaries are to be completed by June 1995. - A manufacturing site in Denver, Colorado was closed and production was transferred to another Hubbell location. - Downsizing and consolidation of operations in the United Kingdom should be completed during 1995. - Two satellite plants in Los Angeles, California of the Lighting operation were closed and production was transferred to other facilities including Christiansburg, Virginia, Martin, Tennessee and Juarez, Mexico. - Operations serving Canadian customers with marketing, distribution, and sales based in Ontario at Hubbell Canada Inc. have been reconfigured and production relocated to other Hubbell operations with available capacity. - Construction of a new plant in Juarez, Mexico was completed in September 1994. Transfer of equipment and production will continue during 1995. - Expansion of manufacturing capacity in Puerto Rico is continuing on schedule. - A 425,000 square foot warehousing and manufacturing facility in Asheville, North Carolina, was purchased. Consolidation of warehousing and manufacturing activity will progress throughout 1995. - Warehousing and distributions operations for the Bryant Electric subsidiary in Allentown, Pennsylvania and Chicago, Illinois were closed. - The manufacturing facility in Allentown, Pennsylvania is scheduled to be closed by year-end 1995. - Consolidation and realignment of Wiring Device Operations in Stonington, Bridgeport, and Newtown, Connecticut is continuing on schedule. At December 31, 1994, the restructuring accrual balance was $27,939,000 of which $14,000,000 is classified as a current liability. Through December 31, 1994, cumulative costs charged to the restructuring accrual were $22,061,000 since inception as follows (in thousands): <TABLE> <CAPTION> Plant & Equipment Costs ----------------------- Personnel Costs Relocation Disposal Total --------------- ---------- -------- ------- <S> <C> <C> <C> <C> 1993 $ 4,456 $ 2,794 $ --- $ 7,250 1994 7,550 2,036 5,225 14,811 ------- ------- ------ ------ Cumulative $12,006 $ 4,830 $ 5,225 $22,061 ======= ======= ======= ======= </TABLE>

18 Page 18 Personnel costs include non-cash charges of $5,256,000 for early retirement programs which have been reclassed to the Company's pension liability. With regards to plant and equipment disposals, idled assets are adjusted to estimated disposal value and classified as property held as investment which at December 31, 1994 was $1,500,000. Proceeds from asset disposals were $2,550,000 which approximated estimated market value. Cost avoidance, savings-to-date and net cash flows are in-line with the projected results for the projects. Inflation In times of inflationary cost increases, the Company has historically been able to maintain its profitability by improvements in operating methods and cost recovery through price increases. In large measure the reported operating results have absorbed the effects of inflation since the Company's predominant use of the LIFO method of inventory accounting generally has the effect of charging operating results with costs (except for depreciation) that contain current price levels. Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Hubbell Incorporated In our opinion, the consolidated financial statements listed in the index on page 47 present fairly, in all material respects, the financial position of Hubbell Incorporated and its subsidiaries at December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in the Statement of Accounting Policies accompanying the consolidated financial statements, the Company changed its method of accounting for postretirement benefits other than pensions, for postemployment benefits, and for income taxes in 1992. Price Waterhouse LLP Stamford, Connecticut January 19, 1995

19 Page 19 Hubbell Incorporated and Subsidiaries CONSOLIDATED BALANCE SHEET At December 31, (Dollars in thousands) <TABLE> <CAPTION> ASSETS 1994 1993 ------ ---------- -------- <S> <C> <C> CURRENT ASSETS Cash and temporary cash investments $ 38,865 $ 44,231 Accounts receivable less allowances of $4,760 in 1994 and $3,768 in 1993 143,862 109,987 Inventories 224,088 181,699 Prepaid taxes 31,666 15,875 Other 6,425 10,289 ---------- -------- Total current assets 444,906 362,081 PROPERTY, PLANT, AND EQUIPMENT, AT COST Land 12,204 13,073 Buildings 103,603 86,391 Machinery and equipment 290,306 237,203 ---------- -------- 406,113 336,667 ---------- -------- Less-Accumulated Depreciation 204,145 182,046 ---------- -------- 201,968 154,621 ---------- -------- OTHER ASSETS Investments 205,939 245,081 Purchase price in excess of net assets of companies acquired, less accumulated amortization of $11,172 in 1994 and $8,538 in 1993 141,570 66,522 Property held as investment 10,027 7,794 Other 37,159 38,199 ---------- -------- 394,695 357,596 ---------- -------- $1,041,569 $874,298 ========== ======== </TABLE> See notes to consolidated financial statements.

20 Page 20 Hubbell Incorporated and Subsidiaries CONSOLIDATED BALANCE SHEET At December 31, (Dollars in thousands) <TABLE> <CAPTION> LIABILITIES AND SHAREHOLDERS' EQUITY 1994 1993 ------------------------------------ ---------- -------- <S> <C> <C> CURRENT LIABILITIES Commercial paper and bank borrowings $ 139,350 $ 91,100 Accounts payable 37,539 20,964 Accrued salaries, wages and employee benefits 26,287 20,215 Accrued income taxes 28,332 35,617 Dividends payable 13,494 12,816 Accrued restructuring charge 14,000 14,000 Other accrued liabilities 73,071 35,494 ---------- -------- Total current liabilities 332,073 230,206 ---------- -------- LONG-TERM DEBT 2,700 2,700 ---------- -------- OTHER NON-CURRENT LIABILITIES 84,876 79,160 ---------- -------- DEFERRED INCOME TAXES 12,924 4,572 ---------- -------- COMMON SHAREHOLDERS' EQUITY Common Stock, par value $.01 Class A - authorized 50,000,000 shares, outstanding 59 59 5,895,097 and 5,875,748 shares Class B - authorized 150,000,000 shares, outstanding 271 254 27,056,945 and 25,382,793 shares Additional paid-in capital 441,469 358,219 Retained earnings 176,994 203,787 Cumulative translation adjustments (7,650) (4,659) Unrealized loss on investments (2,147) --- ---------- -------- Total common shareholders' equity 608,996 557,660 ---------- -------- $1,041,569 $874,298 ========== ======== </TABLE> See notes to consolidated financial statements.

21 Page 21 Hubbell Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (Dollars in thousands, except per share amounts) <TABLE> <CAPTION> Years Ended December 31, 1994 1993 1992 ------------------------ ---------- -------- -------- <S> <C> <C> <C> NET SALES $1,013,700 $832,423 $786,078 Cost of goods sold 708,680 569,492 528,278 ---------- -------- -------- GROSS PROFIT 305,020 262,931 257,800 Restructuring Charge --- 50,000 --- Selling & administrative expenses 164,437 142,690 139,874 ---------- -------- -------- OPERATING INCOME 140,583 70,241 117,926 ---------- -------- -------- OTHER INCOME (EXPENSE): Investment income 14,626 15,559 14,099 Interest expense (6,074) (3,386) (702) Other income (expense), net (3,200) (920) (645) ---------- -------- -------- TOTAL OTHER INCOME, NET 5,352 11,253 12,752 ---------- -------- -------- INCOME BEFORE INCOME TAXES 145,935 81,494 130,678 Provision for income taxes 39,402 15,188 36,588 ---------- -------- -------- Income before cumulative effect of change in accounting principles 106,533 66,306 94,090 Cumulative effect of change in accounting principles --- --- (16,506) ---------- -------- -------- NET INCOME $ 106,533 $ 66,306 $ 77,584 ========== ======== ======== EARNINGS PER SHARE: Income before cumulative effect of change in accounting principles $3.20 $2.00 $2.83 Cumulative effect of change in accounting principles --- --- (0.50) NET INCOME $3.20 $2.00 $2.33 </TABLE> See notes to consolidated financial statements.

22 Page 22 Hubbell Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) <TABLE> <CAPTION> Years Ended December 31, 1994 1993 1992 ------------------------ --------- -------- --------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 106,533 $ 66,306 $ 77,584 Cumulative effect of change in accounting principles --- --- 16,506 Restructuring charge --- 50,000 --- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 34,011 30,098 26,813 Deferred income taxes 6,269 (21,181) (3,191) Changes in assets and liabilities, net of the effects of business acquisitions: (Increase) Decrease in accounts receivable (12,332) 8,937 (15,434) (Increase) Decrease in inventories (17,250) 3,528 (20,968) (Increase) Decrease in other current assets 4,311 (7,180) 679 Increase (Decrease) in current liabilities (excluding dividends payable and short-term borrowing) 10,451 (8,074) 7,621 Increase (Decrease) in restructuring accruals (14,811) (7,250) --- (Increase) Decrease in other, net 4,655 3,268 (4,413) --------- -------- --------- Net cash provided by operating activities 121,837 118,452 85,197 --------- -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of non-current investments (11,464) (41,303) (103,876) Sale of non-current investments 47,206 16,977 3,483 Acquisition of businesses, net of cash acquired (110,000) (18,319) (40,000) Additions to property, plant and equipment (53,178) (25,123) (22,894) Other, net 1,364 (3,315) (2,399) --------- -------- --------- Net cash used in investing activities (126,072) (71,083) (165,686) --------- -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowing 48,250 17,300 73,800 Payment of dividends (52,621) (50,562) (48,680) Redemption of industrial development bond --- --- (5,400) Acquisition of treasury shares (215) --- (4,743) Exercise of stock options 3,455 1,869 2,185 Other, net --- --- (32) --------- -------- --------- Net cash provided from (used in) financing activities (1,131) (31,393) 17,130 --------- -------- --------- INCREASE (DECREASE) IN CASH AND TEMPORARY (5,366) 15,976 (63,359) CASH INVESTMENTS CASH AND TEMPORARY CASH INVESTMENTS Beginning of period 44,231 28,255 91,614 --------- -------- --------- End of period $ 38,865 $ 44,231 $ 28,255 ========= ======== ========= </TABLE> See notes to consolidated financial statements.

23 Page 23 Hubbell Incorporated and Subsidiaries CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Dollars in thousands, except per share amounts) <TABLE> <CAPTION> Class A Class B Additional Cumulative Unrealized For the three years ended Common Common Paid-In Retained Translation Gain (Loss) December 31, 1994 Stock Stock Capital Earnings Adjustments on Investments ------------------------- ------- ------- ---------- -------- ----------- -------------- <S> <C> <C> <C> <C> <C> <C> BALANCE AT DECEMBER 31, 1991 $ 59 $ 253 $358,909 $160,384 $ (699) $ --- Net income 77,584 Exercise of stock options 1 1 7,080 Acquisition of treasury shares (1) (1) (9,638) Cash dividends declared (49,583) ($1.51 per share) Translation adjustments (3,022) ----- ------ -------- -------- ------- ------- BALANCE AT DECEMBER 31, 1992 $ 59 $ 253 $356,351 $188,385 $(3,721) $ --- Net income 66,306 Exercise of stock options 1 2,643 Acquisition of treasury shares (775) Cash dividends declared (50,904) ($1.55 per share) Translation adjustments (938) ----- ------ -------- -------- ------- ------- BALANCE AT DECEMBER 31, 1993 $ 59 $ 254 $358,219 $203,787 $(4,659) $ --- Net income 106,533 Exercise of stock options 1 6,170 Acquisition of treasury shares (2,930) Cash dividends declared (53,300) ($1.62 per share) Translation adjustments (2,991) Stock dividend declared 16 80,010 (80,026) Unrealized loss on investments (2,147) ----- ------ -------- -------- ------- ------- BALANCE AT DECEMBER 31, 1994 $ 59 $ 271 $441,469 $176,994 $(7,650) $(2,147) ===== ====== ======== ======== ======= ======= </TABLE> See notes to consolidated financial statements

24 Page 24 Hubbell Incorporated and Subsidiaries STATEMENT OF ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include all subsidiaries; all significant inter-company balances and transactions have been eliminated. Investments in joint ventures are accounted for by using the equity method. Certain reclassifications, which were not significant, have been made in prior period financial statements to conform to the 1994 presentation. Foreign Currency Translation The assets and liabilities of international subsidiaries are translated to U.S. dollars at exchange rates in effect at the end of the year, and income and expense items are translated at average rates of exchange in effect during the year. The effects of exchange rate fluctuations on the translated amounts of foreign currency assets and liabilities are included as translation adjustments in shareholders' equity. Gains and losses from foreign currency transactions are included in income of the period. Cash and Temporary Cash Investments Temporary cash investments consist of liquid investments with maturities of three months or less when purchased. The carrying value of cash and temporary cash investments approximates fair value because of their short maturities. Inventories Inventories are stated at the lower of cost or market. The cost of substantially all domestic inventories, 84% of total inventory value, is determined on the basis of the last-in, first-out (LIFO) method of inventory accounting. The cost of foreign inventories and certain domestic inventories is determined on the basis of the first-in, first-out (FIFO) method of inventory accounting. Property, Plant, and Equipment Property, plant, and equipment are depreciated over their estimated useful lives, principally using accelerated methods. Purchase Price in Excess of Net Assets of Companies Acquired The cost of companies acquired in excess of the amount assigned to net assets is being amortized on a straight-line basis over a 40 year period. Deferred Income Taxes Deferred income taxes are recognized for the tax consequence of differences between the financial statement carrying amounts and tax bases of assets and liabilities by applying the currently enacted statutory tax rates. The effect of a change in statutory tax rates is recognized in income in the period that includes the enactment date. Federal income taxes have not been provided on the undistributed earnings of the Company's international subsidiaries as the Company has reinvested all of these earnings indefinitely.

25 Page 25 Retirement Benefits The Company's policy is to fund pension costs within the ranges prescribed by applicable regulations. In addition to providing pension benefits, in some circumstances the Company provides health care and life insurance benefits for retired employees. The Company's policy is to fund these benefits through insurance premiums or as actual expenditures are made. Earnings Per Share Earnings per share is based on reported income and the weighted average number of shares of common stock and equivalents outstanding. Change in Accounting Principles Effective January 1, 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 115 - Accounting for Certain Investments in Debt and Equity Securities. This statement requires investment securities to be classified individually into one of three separate categories: trading, available-for-sale or held-to-maturity and provides guidelines for valuing investments based on their classifications. Trading investments are bought and held principally for the purpose of selling them in the near term and are carried at fair market value. Adjustments to the carrying value of trading investments are included in current earnings. Investments which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. Investments not classified as trading or held-to-maturity are classified as available-for-sale. They are intended to be held for an indefinite period but may be sold in response to events reasonably expected in the future. These investments are carried at fair value with adjustments recorded in shareholders' equity, net of income tax. Prior accounting standards required non-current marketable equity securitites to be carried at the lower of cost or market with adjustments reflected in shareholders' equity, while all debt securities were carried at amortized cost. The cumulative effect of adopting SFAS No. 115 on shareholders' equity as of January 1, 1994 was immaterial. In 1992, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 106 - Employers' Accounting for Postretirement Benefits Other Than Pensions, No. 109 - Accounting for Income Taxes and No. 112 - Employers' Accounting for Postemployment Benefits. As part of adopting the new accounting standards as of January 1, 1992, a one-time non-cash charge of $16,506,000 net of tax or $0.50 per share was recorded reflecting the impact of SFAS No. 106 ($13,857,000), SFAS No. 112 ($4,340,000) offset by SFAS No. 109 ($1,691,000). Also deferred taxes were recorded for business acquisitions completed before January 1, 1992 which increased the previously allocated purchased adjustments to inventories, property, plant and equipment. The impact of these accounting changes on 1992 financial results was not significant.

26 Page 26 Hubbell Incorporated and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restructuring Charge In the fourth quarter of 1993, the Company recorded a $50,000,000 pretax charge ($31,000,000 net of tax benefits, or $.93 per share) for the estimated costs of a restructuring program. The program entails the consolidation of manufacturing facilities, reduction in labor force and the realignment of warehousing and distribution activities. The restructuring charge includes personnel costs (severance and postemployment benefits), plant and equipment relocation, and costs associated with disposal of plant and equipment. At December 31, 1994, the restructuring accrual was $27,939,000 of which $14,000,000 is classified as a current liability. Costs charged to the restructuring accrual were $14,811,000 in 1994 and $7,250,000 in 1993. These cumulative expenditures represent personnel costs of $12,006,000; plant and equipment relocation of $4,830,000 and asset disposals of $5,225,000. Personnel costs include non-cash charges of $5,256,000 for early retirement programs which have been reclassed to the Company's pension liability. With regards to plant and equipment disposals, idled assets are adjusted to estimated disposal value and classified as property held as investment which at December 31, 1994 was $1,500,000. Proceeds from asset disposals were $2,550,000 which approximated estimated market value. Acquisitions On April 19, 1994, the Company completed its acquisition of A.B. Chance Industries, Inc., a manufacturer of electrical apparatus, anchors, hardware, insulators, hot-line tools, and other safety equipment. The acquisition was for $110,000,000 in cash and was recorded under the purchase method of accounting. The cost of the acquired business has been allocated to assets acquired and liabilities assumed based on their fair values with the residual amount of $78,000,000 assigned to goodwill, which is being amortized over forty years. In connection with the acquisition, liabilities were assumed as follows (in thousands): <TABLE> <S> <C> Fair value of assets acquired including goodwill $166,824 Cash paid for common stock (110,000) -------- Liabilities assumed $ 56,824 ======== </TABLE> Presented below is the unaudited pro forma combined summary of operations as if the transaction had occurred as of the beginning of 1993 (in thousands, except per share): PRO FORMA SUMMARY OF OPERATIONS <TABLE> <CAPTION> 1994 1993 ---- ---- <S> <C> <C> Net Sales $1,055,350 $989,253 Income Before Income Taxes $ 148,134 $ 91,272 Net Income $ 107,592 $ 71,427 Earnings Per Share $ 3.23 $ 2.15 </TABLE>

27 Page 27 In preparing the unaudited pro forma combined summary of operations, adjustments were made to the historical financial statements to reflect the reduction in the securities portfolio and investment income; increase in short-term borrowing and interest expense; amortization of goodwill; the repayment of existing debt of A.B. Chance Industries, Inc.; and other estimated purchase accounting entries. The pro forma results are not necessarily indicative of what would have been obtained if the operations had been combined during 1993, nor are they necessarily indicative of the results that may occur in the future. In March 1993, E.M. Wiegmann & Co., Inc. was acquired for $15,000,000 in cash. Wiegmann fabricates a wide range of cabinets, panels, consoles and other enclosures used to mount and protect transformers, industrial controls, and wireway duct and fittings. In November 1992, Hipotronics, Inc., was acquired for $40,000,000 in cash. Hipotronics, Inc. manufactures high voltage test equipment which is sold to electric utility and industrial companies in the United States and abroad. The acquisitions in 1993 and 1992 were recorded under the purchase method of accounting. The total cost of the acquired businesses has been allocated to current assets, property, plant and equipment, goodwill, and other liabilities. The results of operations for the acquired businesses have been included in the consolidated statement of income only from their respective acquisition dates. If the businesses had been acquired on the first day of 1992, unaudited consolidated net sales would have been $836,902,000 in 1993 and $822,832,000 in 1992, and there would have been no material effect on reported earnings for the respective years.

28 Page 28 INVESTMENTS Investments consist primarily of mortgage-backed securities, U.S. Treasury Notes, common and preferred stocks. For 1994, investments which are available-for-sale are stated at market values based on current quotes while investments which are being held-to-maturity are stated at amortized cost. For 1993 marketable equity securities were carried at the lower of aggregate cost or market; other investments were carried at cost with the purchase premium or discount amortized over the estimated life of the security. There were no securities during 1994 that were classified as trading investments. Certain portfolio securities that are affected by changes in interest rates may be hedged with futures contracts for U.S. Treasury notes and bonds. Market value gains and losses on the futures contracts are recognized in income when the effects of the related price changes in the value of the hedged securities are recognized. At December 31, 1994 there were no open future contracts. The following tables set forth selected data with respect to the Company's long-term investments at December 31, 1994 (in thousands): <TABLE> <CAPTION> 1994 -------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Carrying Cost Gains Losses Value Value --------- ---------- ---------- ----- -------- <S> <C> <C> <C> <C> <C> AVAILABLE-FOR-SALE INVESTMENTS Common & Preferred Stock $ 25,529 $ 399 $ (3,263) $ 22,665 $ 22,665 Federal National Mortgage Assos. Securities (FNMA) 4,477 5 (206) 4,276 4,276 Mortgage-backed Securities 4,668 -- (275) 4,393 4,393 U.S. Treasury Notes & Municipal Bonds 13,350 2 (125) 13,227 13,227 -------- -------- -------- -------- --------- Total Available-For-Sale Investments $ 48,024 $ 406 $ (3,869) $ 44,561 $ 44,561 ======== ======== ======== ======== ========= HELD-TO-MATURITY INVESTMENTS Federal National Mortgage Assos. Securities (FNMA) $104,716 $ 912 $ (6,074) $ 99,554 $ 104,716 Gov't. National Mortgage Assos. Securities (GNMA) 39,641 1,015 (1,793) 38,863 39,641 Mortgage-backed securities 16,986 14 (234) 16,766 16,986 U.S. Treasury Notes & Municipal Bonds 35 -- -- 35 35 -------- -------- --------- -------- --------- Total Held-To-Maturity Investments $161,378 $ 1,941 $ (8,101) $155,218 $ 161,378 ======== ======== ========= ======== ========= </TABLE> <TABLE> <CAPTION> 1993 -------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Carrying Cost Gains Losses Value Value --------- ---------- ---------- ----- -------- <S> <C> <C> <C> <C> <C> AVAILABLE-FOR-SALE INVESTMENTS Common & Preferred Stock $ 38,201 $ 1,588 $ (1,588) $ 38,201 $ 38,201 Federal National Mortgage Assos. Securities (FNMA) 17,180 104 (174) 17,110 17,180 Mortgage-backed Securities 34,283 1,062 (906) 34,439 34,283 U.S. Treasury Notes & Municipal Bonds 10,060 20 (24) 10,056 10,060 --------- -------- -------- -------- -------- Total Available-For-Sale Investments $ 99,724 $ 2,774 $ (2,692) $ 99,806 $ 99,724 ========= ======== ======== ======== ======== HELD-TO-MATURITY INVESTMENTS Federal National Mortgage Assos. Securities (FNMA) $ 80,849 $ 2,205 $ (969) $ 82,085 $ 80,849 Gov't. National Mortgage Assos. Securities (GNMA) 47,321 3,075 (915) 49,481 47,321 Mortgage-backed securities 16,921 3 -- 16,924 16,921 U.S. Treasury Notes & Municipal Bonds 266 -- -- 266 266 --------- -------- -------- -------- -------- Total Held-To-Maturity Investments $ 145,357 $ 5,283 $ (1,884) $148,756 $145,357 ========== ======== ======== ======== ======== </TABLE>

29 Page 29 INVESTMENTS CON'T. Contractural maturities of investments in debt securities available-for-sale and held-to-maturity at December 31, 1994 were as follow (in thousands): <TABLE> <CAPTION> U.S. Treasury Mortgage Backed Notes & FNMA GNMA Securities Municipal Bonds ---------------------- --------------------- --------------------- ---------------------- Amortized Fair Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value Cost Value ---------- ----- --------- ------- ---------- ------ ---------- ----- <S> <C> <C> <C> <C> <C> <C> <C> <C> AVAILABLE-FOR-SALE INVESTMENTS Due within 1 year $ -- $ -- $ -- $ -- $ -- $ -- $ 5,682 $ 5,664 After 1 but within 5 years -- -- -- -- -- -- 7,085 6,995 After 5 but within 10 years -- -- -- -- 820 785 583 568 After 10 years 4,477 4,276 -- -- 3,848 3,608 -- -- -------- --------- ---------- -------- -------- ------- -------- ------- TOTAL $ 4,477 $ 4,276 $ -- $ -- $ 4,668 $ 4,393 $ 13,350 $ 13,227 ======== ========= ========== ======== ======== ======= ======== ======== HELD-TO-MATURITY INVESTMENTS Due within 1 year $ -- $ -- $ -- $ -- $ 4,565 $ 4,565 $ -- $ -- After 1 but within 5 years -- -- -- -- 5,421 5,201 35 35 After 5 but within 10 years -- -- 5,123 5,216 7,000 7,000 -- -- After 10 years 104,716 99,554 34,518 33,647 -- -- -- -- -------- --------- ---------- -------- -------- ------- -------- -------- TOTAL $104,716 $ 99,554 $ 39,641 $ 38,863 $ 16,986 $16,766 $ 35 $ 35 ======== ========= ========== ======== ======== ======= ======== ========= </TABLE>

30 Page 30 Inventories Inventories are classified as follows at December 31, (in thousands): <TABLE> <CAPTION> 1994 1993 -------- -------- <S> <C> <C> Raw material $ 79,065 $ 58,359 Work-in-process 59,035 49,653 Finished goods 135,042 113,312 -------- ------- 273,142 221,324 Excess of current production costs over LIFO cost basis 49,054 39,625 -------- -------- Total $224,088 $181,699 ======== ======== </TABLE> The financial accounting basis for the LIFO inventories of acquired companies exceeds the tax basis by approximately $30,200,000 at December 31, 1994. Income Taxes The following table sets forth selected data with respect to the Company's income tax provisions for the years ended December 31, (in thousands): <TABLE> <CAPTION> 1994 1993 1992 -------- ------- -------- <S> <C> <C> <C> Income before income taxes and accumulative effect of change in accounting principles: United States $146,609 $83,157 $127,596 International (674) (1,663) 3,082 -------- ------- -------- Total $145,935 $81,494 $130,678 ======== ======= ======== Provisions for income taxes: Federal $ 28,350 $32,080 $ 32,390 State 4,612 4,837 6,056 International 171 (548) 1,333 Deferred 6,269 (21,181) (3,191) -------- ------- -------- Total $ 39,402 $15,188 $ 36,588 ======== ======= ======== </TABLE> The principal items making up the deferred tax provisions are set forth in the following table for the years ended December 31, (in thousands): <TABLE> <CAPTION> 1994 1993 1992 ------ --------- ------- <S> <C> <C> <C> Transactions of leasing subsidiary $ (912) $ (686) $ (632) Restructuring reserve 5,628 (16,245) -- Depreciation (219) (354) 1,233 Other, net 1,772 (3,896) (3,792) ------ --------- ------- Total $6,269 $ (21,181) $(3,191) ====== ========== ======= </TABLE> As discussed in the Change in Accounting Principles note, the Company adopted SFAS No. 109 as of the beginning of the year 1992.

31 Page 31 The components of the net deferred tax (asset) liability at December 31, (in thousands) were as follows: <TABLE> <CAPTION> 1994 1993 ---------- -------- <S> <C> <C> Deferred tax assets: Inventory $ 4,281 $ 3,778 Pensions 12,465 7,970 Postretirement and postemployment benefits 10,036 10,549 Accrued restructuring charge 10,617 16,245 Accrued liabilities 37,689 21,996 Miscellaneous other 7,518 6,888 ---------- -------- Total deferred tax asset 82,606 67,426 ---------- -------- Deferred tax liabilities: Property, plant, and equipment 23,932 18,360 Leasing subsidiary 19,184 20,096 LIFO inventories of acquired businesses 11,480 10,830 Miscellaneous other 9,268 6,837 ---------- -------- Total deferred tax liability 63,864 56,123 ---------- -------- Net deferred tax (asset) liability $ (18,742) $(11,303) ========== ======== </TABLE> Deferred taxes are classified in the financial statements as a net short-term deferred tax asset of $31,666,000 and a net long-term deferred tax liability of $12,924,000. At December 31, 1994, United States income taxes had not been provided on approximately $11,300,000 of undistributed international earnings. Payments of income taxes were $37,362,000 in 1994, $33,106,000 in 1993 and $32,819,000 in 1992. The consolidated effective income tax rates varied from the United States federal statutory income tax rate for the years ended December 31, as follows: <TABLE> <CAPTION> 1994 1993 1992 ---- ---- ---- <S> <C> <C> <C> Federal statutory income tax rate 35.0% 35.0% 34.0% State income taxes, net of federal benefit 2.2 2.6 3.0 Partially tax-exempt income (4.4) (5.7) (2.8) Non-taxable income from Puerto Rico operations (5.4) (11.1) (6.3) Other, net (0.4) (2.2) 0.1 ---- ----- ---- Consolidated effective income tax rate 27.0% 18.6% 28.0% ==== ===== ==== </TABLE> The decline in the consolidated effective income tax rate to 18.6% in 1993 was a result of the decline in pre-tax income following the charge for restructuring. The dollar amount of all items in the table above which reconcile the statutory rate to the effective rate remained at relatively consistent levels for all three years.

32 Page 32 Other Non-Current Liabilities Other Non-Current Liabilities consists of the following at December 31, (in thousands): <TABLE> <CAPTION> 1994 1993 ---- ---- <S> <C> <C> Pensions $32,201 $20,139 Other postretirement benefits 18,493 21,006 Accrued restructuring charge 13,939 28,750 Other, net 20,243 9,265 ------- ------- Total $84,876 $79,160 ======= ======= </TABLE> Pension Benefits The Company and its subsidiaries have a number of non-contributory defined benefit pension plans and defined contribution plans covering substantially all employees. The pension plans provide pension benefits that are based on a combination of years of service and either compensation levels or specified dollar amounts. The following table sets forth the components of pension cost for the years ended December 31, (in thousands): <TABLE> <CAPTION> 1994 1993 1992 ---- ---- ---- <S> <C> <C> <C> Benefits earned $ 7,194 $ 6,704 $ 6,126 Increase in present value of benefits earned in prior years 11,411 10,706 9,798 Actual return on plan assets 3,202 (15,312) (10,576) Deferred gain or (loss) (14,847) 4,560 792 Amortization of actuarial gains and losses and prior service cost (200) (294) 64 -------- -------- -------- Net Pension Cost $ 6,760 $ 6,364 $ 6,204 ======== ======== ======== ASSUMPTIONS USED IN DETERMINING PENSION COST: Discount rate 7.5% 8.0% 8.0% Long-term rate of compensation increase 5.0% 6.5% 6.5% Expected long-term rate of return on plan assets 8.5% 9.0% 9.0% </TABLE> Pension expense as a percent of payroll was 3.2% in 1994, 3.3% in 1993 and 3.4% in 1992.

33 Page 33 Pension Benefits con't. The following table sets forth the retirement plans' status and the pension liability recognized in the Company's balance sheet at December 31, (in thousands): <TABLE> <CAPTION> Plans Where Assets Exceed Plans Where Accumulated Accumulated Benefits Benefits Exceed Assets ------------------------- ----------------------- 1994 1993 1994 1993 ---- ---- ---- ---- <S> <C> <C> <C> <C> ESTIMATED FUNDS REQUIRED TO PROVIDE FOR FUTURE PAYMENT OF: Benefits based on service to date and present pay levels: Vested $ 88,518 $ 98,320 $ 35,200 $ 10,472 Non-vested 6,389 7,439 1,433 1,045 -------- -------- -------- --------- Accumulated benefit obligation 94,907 105,759 36,633 11,517 Additional amounts related to projected pay increases 17,063 19,722 4,198 4,824 -------- -------- -------- --------- Projected benefit obligation 111,970 125,481 40,831 16,341 -------- -------- -------- --------- ASSETS AVAILABLE FOR BENEFITS: Plan assets (market value) 121,460 143,793 24,030 0 Company assets (recorded liability) 19,883 7,578 16,241 13,995 -------- -------- -------- --------- Total Assets 141,343 151,371 40,271 13,995 -------- -------- -------- --------- ASSETS IN EXCESS OF (LESS THAN) PROJECTED BENEFIT OBLIGATION $ 29,373 $ 25,890 $ (560) $ (2,346) ======== ======== ======== ========= Consisting of: Unrecognized net asset (obligation) at transition $ 4,255 $ 5,811 $ 804 $ (75) Unrecognized actuarial gain (loss) since transition $ 23,245 $ 20,381 $ (1,364) $ (2,271) Unrecognized prior service costs incurred since transition $ 1,873 $ (302) $ 0 $ 0 </TABLE> The projected benefit obligations were determined using discount rates of 8.5% in 1994 and 7.5% in 1993 and assumed average long-term rate of compensation increase of 5% in 1994 and in 1993. At December 31, 1994, approximately $69,800,000 of plan assets were invested in common stocks, including Hubbell Incorporated common stock with a market value of $8,500,000. The balance of plan assets are invested in short term money market accounts, government and corporate bonds. Postretirement Benefits Other Than Pensions The Company and its subsidiaries have a number of health care and life insurance benefit plans covering eligible employees who reached retirement age while working for the Company, providing they retired prior to 1992. These benefits were discontinued in 1991 for substantially all future retirees, with the exception of the A.B. Chance Company which was acquired in 1994. For retirees prior to 1992, some of the plans provide for retiree contributions, which are periodically increased. The plans anticipate future cost-sharing changes that are consistent with the Company's past practices. The plans are funded either on a monthly premium basis or as benefits become due. At December 31, 1994, the recorded liability for providing these postretirement benefits was based on a 7% discount rate and assumed health care cost trend rate of 13% declining to 5.5% over ten years. The costs recognized for providing these benefits in 1994, 1993 and 1992 were $1,400,000 (including A.B. Chance Company), $1,300,000 and ,$1,400,000, respectively. The costs for 1994, 1993 and 1992 were primarily interest.

34 Page 34 Commercial Paper, Bank and Other Borrowings The following table sets forth the components of the Company's structure at December 31, (in thousands): <TABLE> <CAPTION> 1994 1993 ----------------------------------------- -------------------------------------- COMMERCIAL PAPER & BANK LONG-TERM BANK LONG-TERM BORROWINGS DEBT TOTAL BORROWINGS DEBT TOTAL ------------ --------- ----- ---------- --------- ----- <S> <C> <C> <C> <C> <C> <C> Balance at year end $ 139,350 $ 2,700 $ 142,050 $ 91,100 $ 2,700 $ 93,800 Highest aggregate monthend balance $ 145,723 $101,420 Average borrowings $ 122,822 $ 2,700 $ 125,522 $ 82,324 $ 2,700 $ 85,024 Weighted average interest rate: At year end 6.05% 11.25% 6.15% 3.49% 11.25% 3.71% Paid during the year 4.65% 11.25% 4.79% 3.65% 11.25% 3.89% </TABLE> Interest paid for commercial paper, bank borrowings, and long-term debt totaled $4,890,000 in 1994, $3,280,000 in 1993 and $577,000 in 1992. The Company maintains various bank credit agreements primarily to support commercial paper borrowings. At December 31, 1994 the Company had total bank credit agreements of $125 million, of which $115 million were unused. The expiration dates for these bank credit agreements are September 27, 1999 for $100 million and November 19, 1995 for the balance. Borrowings under credit agreements generally are available at the prime rate or at a surcharge over the London Interbank Offered Rate (LIBOR). Annual commitment fee requirements to support availability of credit agreements at December 31, 1994 total approximately $100,000.

35 Page 35 Leases Total rental expense under operating leases was $6,900,000 in 1994, $5,600,000 in 1993 and $6,600,000 in 1992. The minimum annual rentals on non-cancelable, long-term, operating leases in effect at December 31, 1993 will approximate $2,100,000 in 1995, $1,300,000 in 1996, and will decline thereafter. Research, Development and Engineering Expenses for new product development and ongoing improvement of existing products were $12,500,000 in 1994, $15,400,000 in 1993 and $13,800,000 in 1992. Financial Instruments Concentration of Credit Risks: Financial instruments which potentially subject the Company to concentration of credit risks consist of trade receivables and temporary cash investments. The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product segments, the Company has a diverse customer base including electrical distributors and wholesalers, electric utilities, equipment manufacturers, electrical contractors, telephone operating companies and retail and hardware outlets. As part of its ongoing procedures, the Company monitors the credit worthiness of its customers. Bad debt write-offs have historically been minimal. The Company places its temporary cash investments with financial institutions and limits the amount of exposure to any one institution. Fair Value: The carrying amounts reported in the consolidated balance sheets for cash and temporary cash investments, receivables, commercial paper and bank borrowings, accounts payable and accruals approximate their fair values given the immediate or short-term maturity of these financial investments. The fair value of investment securities are disclosed in the Investment footnote.

36 Page 36 Capital Stock Share activity in the Company's preferred and common stocks is set forth below for the three years ended December 31, 1994: <TABLE> <CAPTION> Preferred Stock Common Stock --------------- -------------------------------- Class A Class B --------- ---------- <S> <C> <C> <C> OUTSTANDING AT DECEMBER 31, 1991 -- 5,891,840 25,261,322 Exercise of stock options 116,211 104,984 Acquisition/Issuance of treasury shares (152,956) (36,853) --------- ---------- OUTSTANDING AT DECEMBER 31, 1992 -- 5,855,095 25,329,453 Exercise of stock options 22,669 65,216 Acquisition/Issuance of treasury shares (2,016) (11,876) --------------- --------- ---------- OUTSTANDING AT DECEMBER 31, 1993 -- 5,875,748 25,382,793 Exercise of stock options 37,223 139,337 Acquisition/Issuance of treasury shares (17,874) (34,330) Stock dividend declared -- 1,569,145 --------------- --------- ---------- OUTSTANDING AT DECEMBER 31, 1994 -- 5,895,097 27,056,945 =============== ========= ========== </TABLE> Shares held in Treasury at December 31, 1994: Class A Common - 1,690,842; Class B Common - 1,954,950. For accounting purposes, the Company treats treasury shares as being constructively retired and accordingly charges the purchase price against par value and additional paid-in capital. Voting rights per share: Class A Common - twenty; Class B Common - one. In addition, the Company has 5,891,097 authorized shares of preferred stock; none are outstanding. On December 13, 1994, the Board of Directors declared a 5% stock dividend payable in Class B Common Stock to all shareholders on January 13, 1995. In the accompanying financial statements all per common share amounts have been restated to reflect the stock dividend. The Company has a Shareholder Rights Plan under which holders of Class A Common Stock have Class A Rights and holders of Class B Common Stock have Class B Rights. These Rights become exercisable after a specified period of time only if a person or group of affiliated persons acquires beneficial ownership of 20 percent or more of the outstanding Class A Common Stock of the Company or announces or commences a tender or exchange offer that would result in the offeror acquiring beneficial ownership of 30 percent or more of the outstanding Class A Common Stock of the Company. Once exercisable, the Rights would entitle their registered holders to purchase, for each common share held, one share of the Company's Class A Common Stock or Class B Common Stock, as the case may be, at a price of $98.72 per share, subject to adjustment to prevent dilution. Upon the occurrence of certain events or transactions specified in the Rights Agreement, a holder of Rights applicable to one share is entitled to receive for an exercise price of $98.72 per share owned, a number of shares of the Company's Class A Common Stock or Class B Common Stock, as the case may be, or an acquiring corporation's common stock, having a market value equal to twice the exercise price. The Rights may be redeemed by the Company for one cent per Right prior to the tenth day after a person or group of affiliated persons has acquired 20 percent or more of the outstanding Class A Common Stock of the Company. The Rights expire on December 31, 1998, unless earlier redeemed by the Company. Shares of common stock were reserved at December 31, 1994 as follows: <TABLE> <S> <C> Exercise of stock purchase rights 32,952,042 Exercise of outstanding stock options 2,005,882 Future grant of stock options 1,519,691 ---------- Total (Class A, 6,489,230; Class B, 29,988,385) 36,477,615 ========== </TABLE>

37 Page 37 Stock Options The Company has granted to officers and key employees options to purchase the Company's Class A and Class B Common Stock and the Company may grant to officers and key employees options to purchase the Company's Class B Common Stock at not less than 85% of market prices on the date of grant. Stock option activity (restated for the 5% common stock dividend declared in 1994) for the three years ended December 31, 1994 is set forth below: <TABLE> <CAPTION> Number Option price of shares per share --------- --------------------- <S> <C> <C> OUTSTANDING AT DECEMBER 31, 1991 1,503,042 $11.77 - $46.77 Granted 350,700 $53.99 Exercised (232,255) $11.77 - $38.66 Canceled or expired (16,084) $38.47 - $46.77 --------- OUTSTANDING AT DECEMBER 31, 1992 1,605,403 $12.29 - $46.77 Granted 321,405 $50.30 Exercised (92,336) $12.29 - $46.77 Canceled or expired (580) $38.66 --------- OUTSTANDING AT DECEMBER 31, 1993 1,833,892 $13.32 - $53.99 Granted 371,385 $51.43 Exercised (185,388) $13.32 - $53.99 Canceled or expired (14,007) $50.30 - $53.99 --------- OUTSTANDING AT DECEMBER 31, 1994 2,005,882 $19.07 - $53.99 ========= </TABLE> Options for the purchase of 1,425,163 shares were exercisable at December 31, 1994, at prices ranging from $19.07 to $53.99 per share.

38 Page 38 Industry Segment and Geographic Area Information The Company's business is the manufacture and sale of electrical and electronic products. For better assessment, operations are reported in three segments as follows: Low Voltage products are in the range of less than 600 volts, are sold principally to distributors and represent stock items. At December 31, 1994, this segment consisted of standard and special application wiring device products, lighting fixtures and low voltage industrial controls. High Voltage products are in the more than 600 volt range, are generally sold directly to the user and represent products made to customer's order. At December 31, 1994, this segment comprised test and measurement equipment, wire and cable, electrical transmission and distribution products such as insulators, surge arresters, switches, cutouts, sectionalizers and fuses. The Other segment consists of products not classified on a voltage basis. At December 31, 1994, this segment included standard and special application cabinets and enclosures, fittings, switch and outlet boxes, wire management components and systems, construction materials and tools for building and maintenance of overhead and underground power and telephone lines, data transmission and telecommunications equipment and components for voice and data signals. Net sales comprise sales to unaffiliated customers - intersegment and inter-area sales are immaterial. Segment operating income consists of net sales less operating expenses. General corporate expenses, interest expense, and other income, net have not been allocated to segments. General corporate assets not allocated to segments are principally cash and investments. Export sales to unaffiliated customers were $62,600,000 in 1994, $37,500,000 in 1993 and $26,500,000 in 1992. Net assets of international subsidiaries were 4% of the consolidated total in 1994, 4% in 1993 and 4% in 1992.

39 Page 39 Financial information by industry segment and geographic area for the three years ended December 31, 1994 is summarized below (in thousands): <TABLE> <CAPTION> INDUSTRY SEGMENT 1994 1993 1992 ---- ---- ---- <S> <C> <C> <C> NET SALES: Low Voltage $ 456,287 $431,974 $422,585 High Voltage 204,615 134,195 108,651 Other 352,798 266,254 254,842 ---------- -------- -------- Total $1,013,700 $832,423 $786,078 ========== ======== ======== OPERATING INCOME: Low Voltage $ 89,148 $ 83,835 $ 81,803 Restructuring Charge -- (28,300) -- High Voltage 22,333 15,388 11,391 Restructuring Charge -- (3,100) Other 43,349 35,049 39,058 Restructuring Charge -- (18,600) -- ---------- -------- -------- Segment Total 154,830 84,272 132,252 General corporate expenses (14,247) (14,031) (14,326) Interest expense (6,074) (3,386) (702) Investment and other income, net 11,426 14,639 13,454 ---------- -------- -------- Income before income taxes $ 145,935 $ 81,494 $130,678 ========== ======== ======== <CAPTION> 1994 1993 1992 ---- ---- ---- <S> <C> <C> <C> ASSETS: Low Voltage $ 270,506 $246,937 $245,960 High Voltage 204,159 109,205 112,405 Other 233,118 156,757 148,372 General Corporate 333,786 361,399 299,951 ---------- -------- -------- Total $1,041,569 $874,298 $806,688 ========== ======== ======== CAPITAL EXPENDITURES: Low Voltage $ 22,655 $ 8,464 $ 10,481 High Voltage 16,377 8,657 4,359 Other 13,791 6,397 6,747 General Corporate 355 1,605 1,307 ---------- -------- -------- Total $ 53,178 $ 25,123 $ 22,894 ========== ======== ======== DEPRECIATION AND AMORTIZATION: Low Voltage $ 14,521 $ 15,968 $ 15,245 High Voltage 7,497 4,885 3,753 Other 10,746 7,851 6,466 General Corporate 1,247 1,394 1,349 ---------- -------- -------- Total $ 34,011 $ 30,098 $ 26,813 ========== ======== ======== </TABLE>

40 Page 40 <TABLE> <CAPTION> Geographic Area 1994 1993 1992 ---------- --------- -------- <S> <C> <C> <C> Net Sales: United States $ 957,740 $ 788,708 $742,490 International 55,960 43,715 43,588 ---------- --------- -------- Total $1,013,700 $ 832,423 $786,078 ========== ========= ======== Operating Income: United States 148,470 $ 132,150 $126,965 Restructuring -- (49,100) -- International 6,360 2,122 5,287 Restructuring -- (900) -- ---------- --------- -------- Total $ 154,830 $ 84,272 $132,252 ========== ========= ======== Assets: United States $ 999,567 $ 839,853 $774,682 International 42,002 34,445 32,006 ---------- --------- -------- Total $1,041,569 $ 874,298 $806,688 ========== ========= ======== </TABLE> Quarterly Financial Data (Unaudited) The table below sets forth summarized quarterly financial data for the years ended December 31, 1994 and 1993 (in thousands, except per share amounts). Share data has been restated for the 5% common stock dividend declared in 1994: <TABLE> <CAPTION> First Second Third Fourth 1994 Quarter Quarter Quarter Quarter ---- -------- -------- -------- --------- <S> <C> <C> <C> <C> Net Sales $207,044 $261,935 $267,545 $277,176 Gross Profit $ 64,540 $ 77,737 $ 78,339 $ 84,404 Net Income $ 24,328 $ 26,459 $ 27,289 $ 28,457 Earnings Per Share $ 0.73 $ 0.79 $ 0.82 $ 0.86 </TABLE> <TABLE> <CAPTION> First Second Third Fourth 1993 Quarter Quarter Quarter Quarter ---- -------- -------- -------- --------- <S> <C> <C> <C> <C> Net Sales $198,017 $211,261 $211,464 $211,681 Gross Profit $ 63,727 $ 66,210 $ 64,581 $ 68,413 Restructuring Charge -- -- -- $(50,000) Net Income $ 24,025 $ 25,010 $ 23,388 $ (6,117) Earnings Per Share $ 0.72 $ 0.75 $ 0.71 $ (0.18) </TABLE>

41 Page 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant (1) Information relative to Executive Officers appears on Page 44 of this report. Item 11. Executive Compensation (1) Item 12. Security Ownership of Certain Beneficial Owners and Management (1) Item 13. Certain Relationships and Related Transactions (1) PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 1. Financial Statements and Schedules Financial statements and schedules listed in the Index to Financial Statements and Schedules appearing on Page 47 are filed as part of this Annual Report on Form 10-K. <TABLE> <CAPTION> 2. Exhibits -------- Number Description ------ ----------- <S> <C> 3a Articles of Incorporation, as amended on May 10, 1991. Exhibit 3a of the registrant's report on (i) Form 10-K for the year 1980, filed on March 16, 1981 (containing the Articles of Incorporation), (ii) Form 10-K for the year 1986 filed on March 26, 1987, (iii) Form 10-K for the year 1987 filed on March 25, 1988, (iv) Form 10-Q for the quarter ended June 30, 1990 filed on August 6, 1990, and (v) Form 10-K for the year 1991 filed on March 24, 1992 are herein incorporated by reference. 3b By-Laws, Hubbell Incorporated, as amended on December 12, 1989. Exhibit 3b of the registrant's report on Form 10-K for the year 1989, filed on March 26, 1990, is incorporated by reference. 3c Rights Agreement, dated as of December 13, 1988, between Hubbell Incorporated and Manufacturers Hanover Trust Company (now known as Chemical Bank) as Rights Agent. Registrant's Form 8-A, dated December 27, 1988, and filed on December 29, 1988, is incorporated by reference. </TABLE> (1) The definitive proxy statement for the annual meeting of shareholders to be held on May 1, 1995, filed with the Commission on March 24, 1995, pursuant to Regulation 14A, is incorporated herein by reference.

42 Page 42 <TABLE> <CAPTION> Exhibits - Continued Number Description ------ ----------- <S> <C> 4 Loan Agreement dated as of June 1, 1981, between the Connecticut Development Authority and Harvey Hubbell, Incorporated. Exhibit 4c of the registrant's report on Form 10-K for the year 1981, filed on March 29, 1982, is incorporated herein by reference. 10a+ Hubbell Incorporated Supplemental Executive Retirement Plan, as amended and restated effective May 1, 1993. Exhibit 10a of the registrant's report on Form 10-Q for the second quarter, 1993, filed on August 12, 1993, is incorporated by reference. 10b(1)+ Hubbell Incorporated 1973 Stock Option Plan for Key Employees, as amended and restated effective May 2, 1994. Exhibit 10b(1) of the registrant's report on Form 10-Q for the first quarter, 1994, filed on May 9, 1994, is incorporated by reference. 10c+ Description of the Hubbell Incorporated, Post Retirement Death Benefit Plan for Participants in the Supplemental Executive Retirement Plan, as amended effective May 1, 1993. Exhibit 10c of the registrant's report on Form 10-Q for the second quarter, 1993, filed on August 12, 1993, is incorporated herein by reference. 10f Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective June 20, 1991. Exhibit 10f of the registrant's report on Form 10-Q for the second quarter, 1991, filed on August 7, 1991, is incorporated by reference. 10g+ Hubbell Incorporated Incentive Compensation Plan, as amended and restated effective December 15, 1993. Exhibit 10g of the registrant's report on Form 10-K for the year 1993, filed on March 25, 1994, is incorporated by reference. 10h Hubbell Incorporated Key Man Supplemental Medical Insurance, as amended and restated effective December 9, 1986. Exhibit 10h of the registrant's report on Form 10-K for the year 1987, filed on March 25, 1988, is incorporated by reference. 10i Hubbell Incorporated Retirement Plan for Directors, as amended and restated effective March 13, 1990. Exhibit 10i of the registrant's report on Form 10-K for the year 1989, filed on March 26, 1990, is incorporated by reference. 10l+ Employment Agreement, dated March 28, 1989 (effective January 1, 1989), between Hubbell Incorporated and G. Jackson Ratcliffe, Chairman of the Board, President and Chief Executive Officer. Exhibit 10l of the registrant's report on Form 10-K for the year 1988, filed on March 29, 1989, is incorporated by reference. 10m+ Employment Agreement, dated March 28, 1989 (effective January 1, 1989), between Hubbell Incorporated and Vincent R. Petrecca, Executive Vice President. Exhibit 10m of the registrant's report on Form 10-K for the year 1988, filed on March 29, 1989, is incorporated by reference. </TABLE> ------------------------------- + This exhibit constitutes a management contract, compensatory plan, or arrangement

43 Page 43 <TABLE> <CAPTION> Exhibits - Continued Number Description ------ ----------- <S> <C> 10n+ Employment Agreement, dated March 28, 1989 (effective January 1, 1989), between Hubbell Incorporated and Harry B. Rowell, Jr., Executive Vice President. Exhibit 10n of the registrant's report on Form 10-K for the year 1988, filed on March 29, 1989, is incorporated by reference. 10o+ Hubbell Incorporated Policy for Providing Severance Payments to Key Managers, as amended and restated effective September 9, 1993. Exhibit 10o of the registrant's report on Form 10-Q for the third quarter, 1993, filed on November 10, 1993, is incorporated by reference. 11 Computation of earnings per share. 21 Listing of significant subsidiaries. 27 Financial Data Schedule (filed with electronic version only) </TABLE> 3. Reports on Form 8-K There were no reports on Form 8-K filed for the three months ended December 31, 1994. --------------- + This exhibit constitutes a management contract, compensatory plan, or arrangement

44 Page 44 <TABLE> <CAPTION> Executive Officers of the Registrant ------------------------------------ Name Age(1) Present Position Business Experience ---- ------ ---------------- ------------------- <S> <C> <C> <C> G. Jackson Ratcliffe 58 Chairman of the Board, President President and Chief Executive Officer since January 1, 1988; and Chief Executive Officer Chairman of the Board since 1987; Executive Vice President - Administration 1983-1987; Senior Vice President-Finance and Law 1980-1983; Vice President, General Counsel and Secretary 1974-1980. Vincent R. Petrecca 54 Executive Vice President Present position since January 1, 1988; Group Vice President 1984-1987; Vice President and General Manager of the Wiring Device Division 1981-1984; Vice President and General Manager of the Lighting Division 1976-1981. Harry B. Rowell, Jr. 53 Executive Vice President Present position since January 1, 1988; Group Vice President 1985-1987; Vice President Corporate Development and Planning 1979-1985. Thomas H. Pluff 47 Group Vice President Present position since March 1989; Group Vice President - Burndy Corp. 1986-1989; Vice President, General Manager Electrical Group, Burndy Corp. 1982 - 1985. Richard W. Davies 48 General Counsel and Secretary Present position since 1987; Secretary since 1982; Assistant Secretary 1980-1982; Assistant General Counsel 1974-1987. James H. Biggart, Jr. 42 Treasurer Present position since 1987; Assistant Treasurer 1986-1987; Director of Taxes 1984-1986; Arthur Andersen & Co. 1975-1984. </TABLE> There is no family relationship between any of the above-named executive officers. --------------- (1) As of March 17, 1995

45 Page 45 Pursuant to the requirements of Section 13 or 15(d) 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. HUBBELL INCORPORATED By /s/ G.J. RATCLIFFE 3/14/95 ------------------------- ------- G. J. Ratcliffe Date Chairman of the Board, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ G.J. RATCLIFFE 3/14/95 ------------------------- ------- G. J. Ratcliffe Date Chairman of the Board, President, Chief Executive Officer and Director By /s/ H.B. ROWELL, JR. 3/14/95 ------------------------- ------- H. B. Rowell, Jr. Date Executive Vice President (Chief Financial and Accounting Officer) By /s/ E.R. BROOKS 3/14/95 ------------------------- ------- E. R. Brooks Date Director By /s/ G.W. EDWARDS, JR. 3/14/95 ------------------------- ------- G. W. Edwards, Jr. Date Director By /s/ R.N. FLINT 3/14/95 ------------------------- ------- R. N. Flint Date Director

46 Page 46 By /s/ J. S. HOFFMAN 3/14/95 ------------------------- ------- J. S. Hoffman Date Director By /s/ H. G. MCDONELL 3/14/95 ------------------------- ------- H. G. McDonell Date Director By /s/ A. MCNALLY IV 3/14/95 ------------------------- ------- A. McNally IV Date Director By /s/ D. J. MEYER 3/14/95 ------------------------- ------- D. J. Meyer Date Director By /s/ J.A. URQUHART 3/14/95 ------------------------- ------- J. A. Urquhart Date Director By /s/ M. WALLOP 3/14/95 ------------------------- ------- M. Wallop Date Director

47 Page 47 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES <TABLE> <CAPTION> Form 10-K for Financial Statements 1994, Page: -------------------- ------------- <S> <C> Report of Independent Accountants............................. 18 Consolidated Balance Sheet at December 31, 1994 and 1993...... 19 Consolidated Statement of Income for the three years ended December 31, 1994....................................... 21 Consolidated Statement of Cash Flows for the three years ended December 31, 1994....................................... 22 Consolidated Statement of Changes in Shareholders' Equity for the three years ended December 31, 1994................... 23 Statement of Accounting Policies.............................. 24 Notes to Consolidated Financial Statements.................... 26 <CAPTION> Financial Statement Schedules ----------------------------- <S> <C> Report of Independent Accountants on Financial Statement Schedules.............................. 48 Valuation and Qualifying Accounts and Reserves (Schedule VIII)............................................... 49 </TABLE> All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

48 Page 48 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors of Hubbell Incorporated Our audits of the consolidated financial statements referred to in our report dated January 19, 1995 appearing on page 18 of this Form 10-K also included an audit of the Financial Statement Schedules listed in the index on page 47. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Price Waterhouse LLP Stamford, Connecticut January 19, 1995

49 Page 49 HUBBELL INCORPORATED Schedule VIII AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994 (In thousands) Reserves deducted in the balance sheet from the assets to which they apply: <TABLE> <CAPTION> Additions Deductions - Balance at charged to Acquisition uncollectible Balance beginning to costs of accounts at end of period and expenses businesses written off of period ---------- ------------ ----------- -------------- --------- <S> <C> <C> <C> <C> <C> Allowances for doubtful accounts receivable: Year 1992 $2,733 $1,713 $291 ($1,397) $3,340 Year 1993 $3,340 $1,845 $ 64 ($1,481) $3,768 Year 1994 $3,768 $1,676 $ 77 ($ 761) $4,760 </TABLE>

50 EXHIBIT INDEX ------------- <TABLE> <CAPTION> Number Description ------ ----------- <S> <C> 3a Articles of Incorporation, as amended on May 10, 1991. Exhibit 3a of the registrant's report on (i) Form 10-K for the year 1980, filed on March 16, 1981 (containing the Articles of Incorporation), (ii) Form 10-K for the year 1986 filed on March 26, 1987, (iii) Form 10-K for the year 1987 filed on March 25, 1988, (iv) Form 10-Q for the quarter ended June 30, 1990 filed on August 6, 1990, and (v) Form 10-K for the year 1991 filed on March 24, 1992 are herein incorporated by reference. 3b By-Laws, Hubbell Incorporated, as amended on December 12, 1989. Exhibit 3b of the registrant's report on Form 10-K for the year 1989, filed on March 26, 1990, is incorporated by reference. 3c Rights Agreement, dated as of December 13, 1988, between Hubbell Incorporated and Manufacturers Hanover Trust Company (now known as Chemical Bank) as Rights Agent. Registrant's Form 8-A, dated December 27, 1988, and filed on December 29, 1988, is incorporated by reference. 4 Loan Agreement dated as of June 1, 1981, between the Connecticut Development Authority and Harvey Hubbell, Incorporated. Exhibit 4c of the registrant's report on Form 10-K for the year 1981, filed on March 29, 1982, is incorporated herein by reference. 10a+ Hubbell Incorporated Supplemental Executive Retirement Plan, as amended and restated effective May 1, 1993. Exhibit 10a of the registrant's report on Form 10-Q for the second quarter, 1993, filed on August 12, 1993, is incorporated by reference. 10b(1)+ Hubbell Incorporated 1973 Stock Option Plan for Key Employees, as amended and restated effective May 2, 1994. Exhibit 10b(1) of the registrant's report on Form 10-Q for the first quarter, 1994, filed on May 9, 1994, is incorporated by reference. 10c+ Description of the Hubbell Incorporated, Post Retirement Death Benefit Plan for Participants in the Supplemental Executive Retirement Plan, as amended effective May 1, 1993. Exhibit 10c of the registrant's report on Form 10-Q for the second quarter, 1993, filed on August 12, 1993, is incorporated herein by reference. 10f Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective June 20, 1991. Exhibit 10f of the registrant's report on Form 10-Q for the second quarter, 1991, filed on August 7, 1991, is incorporated by reference. 10g+ Hubbell Incorporated Incentive Compensation Plan, as amended and restated effective December 15, 1993. Exhibit 10g of the registrant's report on Form 10-K for the year 1993, filed on March 25, 1994, is incorporated by reference. 10h Hubbell Incorporated Key Man Supplemental Medical Insurance, as amended and restated effective December 9, 1986. Exhibit 10h of the registrant's report on Form 10-K for the year 1987, filed on March 25, 1988, is incorporated by reference. 10i Hubbell Incorporated Retirement Plan for Directors, as amended and restated effective March 13, 1990. Exhibit 10i of the registrant's report on Form 10-K for the year 1989, filed on March 26, 1990, is incorporated by reference. 10l+ Employment Agreement, dated March 28, 1989 (effective January 1, 1989), between Hubbell Incorporated and G. Jackson Ratcliffe, Chairman of the Board, President and Chief Executive Officer. Exhibit 10l of the registrant's report on Form 10-K for the year 1988, filed on March 29, 1989, is incorporated by reference. 10m+ Employment Agreement, dated March 28, 1989 (effective January 1, 1989), between Hubbell Incorporated and Vincent R. Petrecca, Executive Vice President. Exhibit 10m of the registrant's report on Form 10-K for the year 1988, filed on March 29, 1989, is incorporated by reference. 10n+ Employment Agreement, dated March 28, 1989 (effective January 1, 1989), between Hubbell Incorporated and Harry B. Rowell, Jr., Executive Vice President. Exhibit 10n of the registrant's report on Form 10-K for the year 1988, filed on March 29, 1989, is incorporated by reference. 10o+ Hubbell Incorporated Policy for Providing Severance Payments to Key Managers, as amended and restated effective September 9, 1993. Exhibit 10o of the registrant's report on Form 10-Q for the third quarter, 1993, filed on November 10, 1993, is incorporated by reference. 11 Computation of earnings per share. 21 Listing of significant subsidiaries. 27 Financial Data Schedule (filed with electronic version only) </TABLE> ------------------------------- + This exhibit constitutes a management contract, compensatory plan, or arrangement

1 Page 50 Exhibit 11 HUBBELL INCORPORATED AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE FIVE YEARS ENDED DECEMBER 31, 1994 (In thousands except per share data) <TABLE> <CAPTION> 1994 1993 1992 1991 1990 -------- -------- -------- -------- ------ <S> <C> <C> <C> <C> <C> Income before cumulative effect of change in accounting principles $106,533 $66,306 $94,090 $90,597 $86,022 Cumulative effect of change in accounting principles - - (16,506) - - -------- ------- ------- ------- ------- Net Income after cumulative effect of change in accounting principles $106,533 $66,306 $77,584 $90,597 $86,022 ======== ======= ======= ======= ======= Weighted average number of common shares outstanding during the year 32,907 32,783 32,735 32,650 32,550 Common equivalent shares 384 417 490 499 435 -------- ------- ------- ------- ------- Average number of shares outstanding 33,291 33,200 33,225 33,149 32,985 ======== ======= ======= ======= ======= Earnings per share: Income before cumulative effect of change in accounting principles $3.20 $2.00 $2.83 $2.73 $2.61 Cumulative effect of change in accounting principles - - ($0.50) - - Net income $3.20 $2.00 $2.33 $2.73 $2.61 </TABLE>

1 Page 51 Exhibit 21 HUBBELL INCORPORATED AND SUBSIDIARIES LISTING OF SIGNIFICANT SUBSIDIARIES <TABLE> <CAPTION> State or Other Percentage Jurisdiction of Owned By Incorporation Registrant --------------- ---------- <S> <C> <C> The Kerite Company Connecticut 100% Hubbell, Ltd. England 100% Hubbell Canada Inc. Canada 100% Killark Electric Manufacturing Company Missouri 100% The Ohio Brass Company Delaware 100% Raco Inc. Delaware 100% Hubbell Industrial Controls, Inc. Delaware 100% Hubbell Plastics, Inc. Delaware 100% Harvey Hubbell Caribe, Inc. Delaware 100% Hubbell Lighting, Inc. Connecticut 100% Hubbell-Bell, Inc. Connecticut 100% Pulse Communications, Inc. Virginia 100% Hubbell Premise Wiring, Inc. Delaware 100% Bryant Electric, Inc. Delaware 100% Harvey Hubbell S.E. Asia (Pte.) Ltd. Singapore 100% Hipotronics, Inc. Delaware 100% E. M. Wiegmann & Company, Inc. Missouri 100% Wepawaug Development Corp. Connecticut 100% A. B. Chance Industries, Inc. Delaware 100% </TABLE>

<TABLE> <S> <C>

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<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                          38,865
<SECURITIES>                                         0
<RECEIVABLES>                                  148,622
<ALLOWANCES>                                   (4,760)
<INVENTORY>                                    224,088
<CURRENT-ASSETS>                               444,906
<PP&E>                                         406,113
<DEPRECIATION>                                 204,145
<TOTAL-ASSETS>                               1,041,569
<CURRENT-LIABILITIES>                          332,073
<BONDS>                                          2,700
<COMMON>                                           330
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<TOTAL-LIABILITY-AND-EQUITY>                 1,041,569
<SALES>                                      1,013,700
<TOTAL-REVENUES>                             1,103,700
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<INCOME-PRETAX>                                145,935
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