UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-2958
HUBBELL
INCORPORATED
(Exact name of registrant as specified in its charter)
STATE OF CONNECTICUT |
06-0397030 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
40 Waterview Drive, Shelton, CT |
06484 |
(Address
of principal executive offices) |
(Zip Code) |
(475) 882-4000 |
(Registrant’s
telephone number, including area code) |
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: |
Title of each Class |
Name of Exchange on which Registered |
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 |
Series A Junior Participating Preferred Stock Purchase Rights |
New York Stock Exchange |
Series B Junior Participating Preferred Stock Purchase Rights |
New York Stock Exchange |
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: |
NONE |
Indicate by check mark |
|
|
Yes |
No |
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if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
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if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. |
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whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
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if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |
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whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): |
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Non-accelerated
filer  |
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Large
accelerated filer  |
Accelerated filer  |
(Do not check if a smaller
reporting company) |
Smaller reporting company
 |
• |
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
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The approximate aggregate market value of the voting stock held
by non-affiliates of the registrant as of June 30, 2013 was $5,348,026,071*. The number of shares outstanding of the Class A Common
Stock and Class B Common Stock as of February 11, 2014 was 7,167,506 and 52,060,200 respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the annual meeting
of shareholders scheduled to be held on May 6, 2014, to be filed with the Securities and Exchange Commission (the “SEC”),
are incorporated by reference in answer to Part III of this Form 10-K.
*Calculated by excluding all shares held by Executive Officers
and Directors of registrant and the Louie E. Roche Trust, the Harvey Hubbell Trust, the Harvey Hubbell Foundation and the registrant’s
pension plans, without conceding that all such persons or entities are “affiliates” of registrant for purpose of the
Federal Securities Laws.
HUBBELL
INCORPORATED - Form 10-K |
2 |
Hubbell Incorporated (herein referred to as “Hubbell”,
the “Company”, the “registrant”, “we”, “our” or “us”, 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. Hubbell is primarily engaged in the design, manufacture and sale of quality electrical and electronic products
for a broad range of non-residential and residential construction, industrial and utility applications. Products are either sourced
complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, Mexico, the People’s
Republic of China (“China”), Italy, the United Kingdom (“UK”), Brazil and Australia. Hubbell also participates
in joint ventures in Taiwan and Hong Kong, and maintains offices in Singapore, China, India, Mexico, South Korea and countries
in the Middle East.
The Company’s reporting segments consist of the
Electrical segment (comprised of electrical systems products and lighting products) and the Power segment, as described
below. See also Item 7. Management’s Discussion and Analysis – “Executive Overview of the Business”,
and “Results of Operations” as well as Note 20 – Industry Segments and Geographic Area Information in the
Notes to Consolidated Financial Statements.
The Company’s annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available
free of charge through the Investor Relations section of the Company’s website at http://www.hubbell.com as
soon as practicable after such material is electronically filed with, or furnished to, the SEC. These filings are also available
for reading and copying at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition,
the Company’s SEC filings can be accessed from the SEC’s homepage on the Internet at http://www.sec.gov.
The information contained on the Company’s website or connected to our website is not incorporated by reference into
this Annual Report on Form 10-K and should not be considered part of this report.
Electrical Segment
The Electrical segment (71%, 69% and 70%
of consolidated revenues in 2013, 2012 and 2011, respectively) is comprised of businesses that sell stock and custom products
including standard and special application wiring device products, rough-in electrical products, connector and grounding
products, lighting fixtures and controls, as well as other electrical equipment. The products are typically used in and
around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians and
telecommunications companies. In addition, certain businesses design and manufacture a variety of high voltage test and
measurement equipment, industrial controls and communication systems used in the non-residential and industrial markets. Many
of these products are designed such that they can also be used in harsh and hazardous locations where a potential for fire
and explosion exists due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in
the oil and gas (onshore and offshore) and mining industries. There are also a variety of lighting fixtures, wiring devices
and electrical products that have residential and utility applications.
These products are primarily sold through electrical and industrial
distributors, home centers, retail and hardware outlets, lighting showrooms and residential product oriented internet sites. Special
application products are sold primarily through wholesale distributors to contractors, industrial customers and original equipment
manufacturers (“OEMs”). High voltage products are sold primarily by direct sales to customers through our sales engineers.
Hubbell maintains a sales and marketing organization to assist potential users with the application of certain products to their
specific requirements, and with architects, engineers, industrial designers, OEMs and electrical contractors for the design of
electrical systems to meet the specific requirements of industrial, non-residential and residential users. Hubbell is also represented
by independent manufacturers’ sales agents for many of its product offerings.
Hubbell Electrical Systems
Hubbell designs, manufactures and sells thousands of wiring and electrical
products which are supplied principally to industrial, non-residential and residential customers. These products include items
such as:
• |
Cable reels |
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Wiring devices & accessories |
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Junction boxes, plugs & receptacles |
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Cable glands & fittings |
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Switches & dimmers |
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Datacom connectivity & enclosures |
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Connectors & tooling |
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Pin & sleeve devices |
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Speciality communications equipment |
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Floor boxes |
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Electrical motor controls |
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High voltage test systems |
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Ground fault devices |
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Steel & plastic enclosures |
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Mining communication & controls |
These wiring and electrical products are sold under various brands
and/or trademarks, including:
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Hubbell® |
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Bell® |
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Victor™ |
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Kellems® |
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TayMac® |
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GAI-Tronics® |
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Bryant® |
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Wiegmann® |
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Gleason Reel® |
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Burndy® |
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Killark® |
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Haefely® |
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CMC® |
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Hawke™ |
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Hipotronics® |
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Raco® |
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Chalmit™ |
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Austdac™ |
HUBBELL
INCORPORATED - Form 10-K |
3 |
Lighting Products
Hubbell manufactures and sells lighting
fixtures and controls for indoor and outdoor applications. The markets served include non-residential and residential. For
the non-residential market the Company typically targets products that would be considered specification grade. A fast
growing trend within the lighting industry is the adoption of light emitting diode (“LED”) technology as the
light source. LED technology is both energy efficient and long–lived and as a result offers customers the economic
benefits of lower energy and maintenance costs. The Company has a broad array of LED-luminaire products within its portfolio
and the majority of new product development efforts are oriented towards expanding those offerings. Examples of these
lighting products or applications include:
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Canopy lights |
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Parking lot/parking garage fixtures |
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Decorative landscape fixtures |
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Emergency lighting/exit signs |
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Bollards |
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Fluorescent fixtures |
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Floodlights & poles |
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Bath/vanity fixtures & fans |
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Ceiling fans |
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Recessed, surface mounted & track fixtures |
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Chandeliers & sconces |
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Site & area lighting |
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LED components |
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Athletic & recreational field fixtures |
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Occupancy, dimming & daylight harvesting sensors |
These lighting products are sold under various brands and/or trademarks,
including:
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Kim Lighting® |
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Security Lighting Systems™ |
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Spaulding Lighting™ |
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Sportsliter Solutions™ |
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Columbia Lighting® |
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Alera Lighting® |
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Kurt Versen |
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Prescolite® |
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Dual-Lite® |
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Beacon Products |
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Precision-Paragon [P2] |
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Progress Lighting® |
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Architectural Area Lighting |
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Hubbell Building Automation |
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Hubbell Outdoor Lighting |
Power Segment
The Power segment (29%, 31% and 30% of
consolidated revenues in 2013, 2012 and 2011, respectively) consists of operations that design and manufacture various
distribution, transmission, substation and telecommunications products primarily used by the electrical utility industry. In
addition, certain of these products are used in the civil construction and transportation industries. Products are sold to
distributors and directly to users such as electric utilities, telecommunication companies, pipeline and mining operations,
industrial firms, construction and engineering firms. While Hubbell believes its sales in this area are not materially
dependent upon any customer or group of customers, a substantial decrease in purchases by electrical utilities would affect
this segment.
Distribution, Transmission and Substation Utility
Products
Hubbell manufactures and sells a wide variety of electrical distribution,
transmission, substation and telecommunications products. These products include items such as:
• |
Arresters |
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High voltage bushings |
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Grounding equipment |
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Cutouts & fuse links |
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Insulators |
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Programmable reclosers |
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Lineman tools, hoses & gloves |
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Cable terminations & accessories |
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Sectionalizers |
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Helical anchors & foundations |
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Formed wire products |
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Pole line hardware |
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Overhead, pad mounted & capacitor switches |
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Splices, taps & connectors |
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Polymer concrete & fiberglass enclosures and equipment pads |
These products are sold under the following brands and/or trademarks:
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Ohio Brass® |
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Chance® |
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Anderson® |
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Fargo® |
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Hubbell® |
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Polycast® |
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Quazite® |
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Quadri*sil® |
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Trinetics® |
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Electro Composites™ |
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USCO™ |
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CDR™ |
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Hot Box® |
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PCORE® |
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Delmar |
Information Applicable to All General Categories
International Operations
The Company has several operations located outside of the United States.
These operations manufacture, assemble and/or market Hubbell products and service both the Electrical and Power segments.
As a percentage of total net sales, shipments from foreign operations
directly to third parties were 16% in 2013 and 17% in both 2012 and 2011, with the Canada, UK and Brazil operations representing approximately 30%,
24% and 12%, respectively, of 2013 international net sales. See also Note 20-Industry Segments and Geographic Area Information
in the Notes to Consolidated Financial Statements and Item 1A. Risk Factors relating to manufacturing in and sourcing from foreign
countries.
HUBBELL
INCORPORATED - Form 10-K |
4 |
Raw Materials
Raw materials used in the manufacture of Hubbell products primarily
include steel, aluminum, brass, copper, bronze, plastics, phenolics, zinc, nickel, 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. However, some of these principal raw materials are sourced from a limited number of suppliers. See also
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Patents
Hubbell has approximately 1,580 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 also licenses products under patents owned by others, as necessary,
and grants licenses under certain of its patents.
Working Capital
Inventory, accounts receivable and accounts payable levels, payment
terms and, where applicable, return policies are in accordance with the general practices of the electrical products industry and
standard business procedures. See also Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
Backlog
Substantially all of the backlog existing at December 31, 2013 is
expected to be shipped to customers in 2014. Backlog of orders believed to be firm at December 31, 2013 was approximately $295.4 million
compared to $290.5 million at December 31, 2012. 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 of its product categories.
The number and size of competitors vary considerably depending on the product line. Hubbell cannot specify with precision 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 products to be an important factor in its business. In addition, product price, service levels and
other factors can affect Hubbell’s ability to compete.
Research and Development
Research and development expenditures represent costs to discover
and/or apply new knowledge in developing a new product or process, or in bringing about significant improvement in an existing
product or process. Research and development expenses are recorded as a component of Cost of goods sold. Expenses for research
and development were approximately 2% of Cost of goods sold for each of the years 2013, 2012 and 2011.
Environment
The Company is subject to various federal, state and local government
requirements relating to the protection of employee health and safety and the environment. The Company believes that, as a general
matter, its policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal
injury to its employees and its customers’ employees and that the handling, manufacture, use and disposal of hazardous or
toxic substances are in accordance with environmental laws and regulations.
Like other companies engaged in similar businesses, the Company has
incurred or acquired through business combinations, remedial response and voluntary cleanup costs for site contamination and is
a party to product liability and other lawsuits and claims associated with environmental matters, including past production of
product containing toxic substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue
to arise in the future. However, considering past experience and reserves, the Company does not anticipate that these matters will
have a material impact on earnings, capital expenditures, financial condition or competitive position. See also Item 1A. Risk Factors
and Note 15 — Commitments and Contingencies in the Notes to Consolidated Financial Statements.
Employees
As of December 31, 2013, Hubbell had approximately 14,300 salaried
and hourly employees of which approximately 7,800 of these employees, or 55%, are located in the United States. Approximately 2,200
of these U.S. employees are represented by 17 labor unions. Hubbell
considers its labor relations to be satisfactory.
HUBBELL
INCORPORATED - Form 10-K |
5 |
Executive Officers of the Registrant
Name |
|
Age(1) |
|
Present Position |
|
Business Experience |
David G. Nord |
|
56 |
|
President and Chief
Executive Officer |
|
Chief Executive Officer since January 1, 2013; President since June 6, 2012; Chief Operating Officer June 6, 2012 to December
31, 2012; Senior Vice President and Chief Financial Officer September 19, 2005 to June 6, 2012; previously Chief Financial
Officer of Hamilton Sundstrand Corporation, a United Technologies company, April 2003 to September 2005, and Vice President,
Controller of United Technologies Corporation October 2000 to March 2003. |
William R. Sperry |
|
51 |
|
Senior Vice President and
Chief Financial Officer |
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Present position since June 6, 2012; Vice President, Corporate Strategy and Development August 15, 2008 to June 6, 2012;
previously, Managing Director, Lehman Brothers August 2006 to April 2008, various positions, including Managing Director,
of J.P. Morgan and its predecessor institutions, 1994-2006. |
Gary N. Amato |
|
62 |
|
Group Vice President
(Electrical Systems) |
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Present position since December 23, 2008; Group Vice President (Electrical Products) October 2006-December 23, 2008; Vice
President October 1997-September 2006; Vice President and General Manager of the Company’s Industrial Controls Divisions
(ICD) 1989-1997; Marketing Manager, ICD, April 1988-March 1989. |
Gerben W. Bakker |
|
49 |
|
Group Vice President
(Power Systems) |
|
Present position since February 1, 2014; previously, Division Vice President, Hubbell Power Systems, Inc. (“HPS”)
August 2009 - February 1, 2014; President, HPS Brazil June 2005 – July 2009; Vice President, Sourcing, HPS March 2004
– May 2005. |
Scott H. Muse |
|
56 |
|
Group Vice President
(Lighting Products) |
|
Present position since April 27, 2002 (elected as an officer of the Company on December 3, 2002); previously President
and Chief Executive Officer of Lighting Corporation of America, Inc. 2000-2002, and President of Progress Lighting, Inc. 1993-2000. |
James H. Biggart, Jr. |
|
61 |
|
Vice President and Treasurer |
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Present position since January 1, 1996; Treasurer since 1987; Assistant Treasurer 1986-1987; Director of Taxes 1984-1986. |
Joseph A. Capozzoli |
|
39 |
|
Vice President and
Controller |
|
Present position since April 22, 2013; previously, Assistant Corporate Controller of Stanley Black & Decker, Inc.
(“Stanley”) April 2011 to April 2013; Global Operations Controller at Stanley 2010-2011; Director of Cost Accounting
at Stanley, 2006-2010. |
An-Ping Hsieh |
|
53 |
|
Vice President, General
Counsel |
|
Present position since September 4, 2012; previously, Vice President, Secretary and Associate General Counsel of United
Technologies Corporation (“UTC”) February 2008 to September 2012; Vice President and General Counsel, UTC Fire
and Security 2003-2008; Deputy General Counsel, Otis Elevator Company, a United Technologies company 2001-2003. |
Stephen M. Mais |
|
49 |
|
Vice President,
Human Resources |
|
Present position since August 22, 2005; previously Director, Staffing and Capability, Pepsi Bottling Group (“Pepsi”)
2001-2005; Director, Human Resources Southeastern U.S., Pepsi 1997-2001. |
W. Robert Murphy |
|
64 |
|
Executive Vice President,
Marketing and Sales |
|
Present position since October 1, 2007; Senior Group Vice President 2001-2007; Group Vice President 2000-2001; Senior
Vice President Marketing and Sales (Wiring Systems) 1985-1999; and various sales positions (Wiring Systems) 1975-1985. |
William T. Tolley |
|
56 |
|
Senior Vice President,
Growth and Innovation |
|
Present position since February 1, 2014, previously, Group Vice President (Power Systems) December 23, 2008-February 1,
2014; Group Vice President (Wiring Systems) October 1, 2007-December 23, 2008; Senior Vice President of Operations and Administration
(Wiring Systems) October 2005-October 2007; Director of Special Projects April 2005-October 2005; administrative leave November
2004-April 2005; Senior Vice President and Chief Financial Officer February 2002-November 2004. |
(1) |
As of February 18, 2014. |
There are no family relationships between
any of the above-named executive officers. For information related to our Board of Directors, refer to Item 10. Directors,
Executive Officers and Corporate Governance.
HUBBELL
INCORPORATED - Form 10-K |
6 |
Our business, operating results, financial condition, and cash flows
may be impacted by a number of factors including, but not limited to those set forth below. Any one of these factors could cause
our actual results to vary materially from recent results or future anticipated results. See also Item 7. Management’s
Discussion and Analysis — “Executive Overview of the Business”, “Outlook”, and “Results
of Operations”.
We operate in markets that are subject to competitive
pressures that could affect selling prices or demand for our products.
We compete on the basis of product performance, quality, service and/or
price. Our competitive strategy is to design and manufacture high quality products at the lowest possible cost. Our strategy is
to also increase selling prices to offset rising costs of raw materials and components. Competitive pricing pressures may not allow
us to offset some or all of our increased costs through pricing actions. Alternatively, if raw material and component costs decline,
the Company may not be able to maintain current pricing levels. Competition could also affect future selling prices or demand for
our products which could have an adverse impact on our results of operations, financial condition and cash flows.
Global economic uncertainty could adversely affect
us.
During periods of prolonged slow growth, or a downturn in conditions
in the worldwide or domestic economies, we could experience reduced orders, payment delays, supply chain disruptions or other factors
caused by economic challenges faced by our customers, prospective customers and suppliers. Depending upon their severity and duration,
these conditions could have an adverse impact on our results of operations, financial condition and cash flows.
We may not be able to successfully implement initiatives
that improve productivity and streamline operations to control or reduce costs.
Achieving our long-term profitability goals depends significantly
on our ability to control or reduce our operating costs. Because many of our costs are affected by factors outside, or substantially
outside, our control, we generally must seek to control or reduce costs through productivity initiatives. If we are not able to
identify and implement initiatives that control or reduce costs and increase operating efficiency, or if the cost savings initiatives
we have implemented to date do not generate expected cost savings, our financial results could be adversely impacted.
We manufacture and source products and materials
from various countries throughout the world. A disruption in the availability, price or quality of these products or materials
could impact our operating results.
Our business is subject to risks associated with global manufacturing
and sourcing. We use a variety of raw materials in the production of our products including steel, aluminum, brass, copper, bronze,
zinc, nickel and plastics. We also purchase certain electrical and electronic components, including lighting ballasts, printed
circuit boards and integrated circuit chips from third party providers. Significant shortages in the availability of these materials
or significant price increases could increase our operating costs and adversely impact the competitive positions of our products,
which could adversely impact our results of operations.
We continue to increase the amount of materials, components and finished
goods that are sourced from or manufactured in foreign countries including Mexico, China, and other international countries. Political
instability in any country where we do business could have an adverse impact on our results of operations.
We rely on our suppliers to produce high quality materials, components
and finished goods according to our specifications. Although we have quality control procedures in place, there is a risk that
products may not meet our specifications which could impact our ability to ship quality products to our customers on a timely basis,
which could adversely impact our results of operations.
Future tax law changes could increase our prospective
tax expense. In addition, tax payments may ultimately differ from amounts currently recorded by the Company.
We are subject to income taxes as well as non-income based taxes,
in both the United States and various foreign jurisdictions. We are subject to ongoing tax audits in various jurisdictions. Tax
authorities may disagree with certain positions we have taken and assess additional taxes. We regularly assess the likely outcomes
of these audits in order to determine the appropriateness of our tax provisions. However, there can be no assurance that we will
accurately predict the outcomes of these audits, and the future outcomes of these audits could adversely affect our results of
operations, financial condition and cash flows.
We engage in acquisitions and strategic investments
and may encounter difficulty in obtaining appropriate acquisitions and in integrating these businesses.
Part of the Company’s future growth strategy involves acquisitions.
We have pursued and will continue to seek acquisitions and other strategic investments to complement and expand our existing businesses
within our core markets. The rate and extent to which acquisitions become available may impact our growth rate. The success of
these transactions will depend on our ability to integrate these businesses into our operations and realize the planned synergies.
We may encounter difficulties in integrating acquisitions into our operations and in managing strategic investments. Failure to
effectively complete or manage acquisitions may adversely affect our existing businesses as well
as our results of operations, financial condition and cash flows.
We are subject to risks surrounding our information
systems.
The proper functioning of Hubbell’s information systems is critical
to the successful operation of our business. Although our information systems are protected with robust backup and security systems,
these systems are still susceptible to outages due to fire, floods, power loss, telecommunications failures, viruses, break-ins
and similar events, or breaches of security. A failure of our information technology systems could impact our ability to process
orders, maintain proper levels of inventory, collect accounts receivable and pay expenses; all of which could have an adverse effect
on our results of operations, financial condition and cash flows.
HUBBELL
INCORPORATED - Form 10-K |
7 |
We have continued to work on improving our utilization of our enterprise
resource planning system, expanding standardization of business processes and performing implementations at our remaining businesses.
We expect to incur additional costs related to future implementations, process reengineering efforts as well as enhancements and
upgrades to the system. These system modifications and implementations could result in operating inefficiencies which could adversely
impact our operating results and/or our ability to perform necessary business transactions.
Deterioration in the credit quality of our
customers could have a material adverse effect on our operating results and financial condition.
We have an extensive customer base of distributors, wholesalers, electric
utilities, OEMs, electrical contractors, telecommunications companies and retail and hardware outlets. We are not dependent on
a single customer, however, our top ten customers account for approximately one-third of our net sales. Deterioration in the credit
quality of several major customers could adversely affect our results of operations, financial condition and cash flows.
Inability to access capital markets or failure
to maintain our credit ratings may adversely affect our business.
Our ability to invest in our business and make strategic acquisitions
may require access to the capital markets. If general economic and capital market conditions deteriorate significantly, it could
impact our ability to access the capital markets. Failure to maintain our credit ratings could also impact our ability to access
credit markets and could adversely impact our cost of borrowing. While we have not encountered significant financing difficulties
recently, the capital and credit markets have experienced significant volatility in recent years. Market conditions could make
it more difficult for us to access capital to finance our investments and acquisitions. This could adversely affect our results
of operations, financial condition and cash flows.
If the underlying investments of our defined
benefit plans do not perform as expected, we may have to make additional contributions to these plans.
We sponsor certain pension and other postretirement defined benefit
plans. The performance of the financial markets and interest rates impact these plan expenses and funding obligations. Significant
changes in market interest rates, investment losses on plan assets and changes in discount rates may increase our funding obligations
and could adversely impact our results of operations and cash flows. Furthermore, there can be no assurance that the value of the
defined benefit plan assets will be sufficient to meet future requirements.
Volatility in currency exchange rates may
adversely affect our financial condition, results of operations and cash flows.
Our international operations accounted for approximately 16% of our
net sales in 2013. We are exposed to the effects (both positive and negative) that fluctuating exchange rates have on translating
the financial statements of our international operations, most of which are denominated in local currencies, into the U.S. dollar.
Fluctuating exchange rates may adversely impact our results of operations and cash flows. Our primary foreign currency exposures
are in British pounds, Canadian dollars, Australian dollars and Brazilian Real. In 2013, foreign currency fluctuations negatively
impacted net sales by approximately $13.2 million and operating income by $2.2 million.
Our success depends on attracting and retaining
qualified personnel.
Our ability to sustain and grow our business requires us to hire,
retain and develop a highly skilled and diverse management team and workforce. Failure to ensure that we have the depth and breadth
of personnel with the necessary skill set and experience could impede our ability to deliver our growth objectives and execute
our strategy.
Our reputation and our ability to conduct
business may be impaired by improper conduct by any of our employees, agents or business partners.
We cannot provide absolute assurance that our internal controls and
compliance systems will always protect us from acts committed by our employees, agents or business partners that would violate
U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, anti-kickback and false
claims rules, competition, export and import compliance, money laundering and data privacy. In particular, the U.S. Foreign Corrupt
Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their
intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we
operate in parts of the world that have experienced governmental corruption to some degree. Despite meaningful measures that we
undertake to facilitate lawful conduct, which include training and internal control policies, these measures may not always prevent
reckless or criminal acts by our employees or agents. Any such improper actions could damage our reputation and subject us to civil
or criminal investigation in the United States and in other jurisdictions, could lead to substantial civil and criminal, monetary
and non-monetary penalties and could cause us to incur significant legal and investigative fees.
Our inability to effectively develop and introduce
new products could adversely affect our ability to compete.
New product introductions and enhancement of existing products and
services are key to the Company’s competitive strategy. The success of new product introductions is dependent on a number
of factors, including, but not limited to, timely and successful development of
new products, market acceptance of these products and the Company’s ability to manage the risks associated with these introductions.
These risks include production capabilities, management of inventory levels to support anticipated demand, and the risk that new
products may have quality defects in the early stages of introduction. The Company cannot predict with certainty the ultimate impact
new product introductions could have on our results of operations, financial condition or cash flows.
We could incur significant and/or unexpected
costs in our efforts to successfully avoid, manage, defend and litigate intellectual property matters.
The Company relies on certain patents, trademarks, copyrights, trade
secrets and other intellectual property of which the Company cannot be certain that others have not and will not infringe upon.
Although management believes that the loss or expiration of any single intellectual property right would not have a material impact
on its operating results, intellectual property litigation could be costly and time consuming and the Company could incur significant
legal expenses pursuing these claims against others.
From time to time, we receive notices from third parties alleging
intellectual property infringement, including the lawsuit against us by Powerweb Energy, Inc. Any dispute or litigation involving
intellectual property could be costly and time-consuming due to the complexity and the uncertainty of intellectual property litigation.
Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim
of infringement or misappropriation. In addition, as a result of such claims, the Company may lose its rights to utilize critical
technology or may be required to pay substantial damages or license fees with respect to the infringed rights or be required to
redesign our products at a substantial cost, any of which could negatively impact our operating results. Even if we successfully
defend against claims of infringement, we may incur significant costs that could adversely affect our results of operations, financial
condition and cash flow. See Item 3 “Legal Proceedings” for a discussion of our legal proceedings.
HUBBELL
INCORPORATED - Form 10-K |
8 |
We may be required to recognize impairment
charges for our goodwill and other intangible assets.
As of December 31, 2013, the net carrying value of our goodwill and
other intangible assets totaled approximately $1.1 billion. As required by generally accepted accounting principles, we periodically
assess these assets to determine if they are impaired. Impairment of intangibles assets may be triggered by developments both within
and outside the Company’s control. Deteriorating economic conditions, technological changes, disruptions to our business,
inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets,
intensified competition, divestitures, market capitalization declines and other factors may impair our goodwill and other intangible
assets. Any charges relating to such impairments could adversely affect our results of operations in the periods an impairment
is recognized.
We have two classes of common stock with different
voting rights, which results in a concentration of voting power of our common stock.
As of December 31, 2013, the holders of our Class A common stock (with
20 votes per share) held approximately 73% of the voting power represented by all outstanding shares of our common stock and approximately
11% of the Company’s total equity value, and the Hubbell Trust and Roche Trust collectively held approximately 49% of our
Class A common stock. The holders of the Class A common stock thus are in a position to influence matters that are brought to a
vote of the holders of our common stock, including, among others, the election of the board of directors, any amendments to our
charter documents, and the approval of material transactions. In order to further the interests of our shareholders, the Company
routinely reviews various alternatives to meet its capital structure objectives, including equity, reclassification and debt transactions.
We are subject to litigation and environmental
regulations that may adversely impact our operating results.
We are a party to a number of legal proceedings and claims, including
those involving product liability, intellectual property and environmental matters, which could be significant. It is not possible
to predict with certainty the outcome of every claim and lawsuit. In the future, we could incur judgments or enter into settlements
of lawsuits and claims that could have a materially adverse effect on our results of operations and financial condition. In addition,
while we maintain insurance coverage with respect to certain claims, such insurance may not provide adequate coverage against such
claims. We establish reserves based on our assessment of contingencies, including contingencies related to legal claims asserted
against us. Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded
as a reserve and require us to make additional payments, which could have a materially adverse effect on our results of operations,
financial condition and cash flow.
We are also subject to various laws and regulations relating to environmental
protection and the discharge of materials into the environment, and we could incur substantial costs as a result of the noncompliance
with or liability for clean up or other costs or damages under environmental laws. In addition, we could be affected by future
laws or regulations, including those imposed in response to climate change concerns. Compliance with any future laws and regulations
could result in a materially adverse affect on our business and financial results.
New regulations related to conflict-free minerals
may cause us to incur additional expenses and may create challenges with our customers.
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains
provisions to improve transparency and accountability regarding the use of “conflict” minerals mined from the Democratic
Republic of Congo and adjoining countries (“DRC”). In August 2012 the SEC established annual disclosure and reporting
requirements for those companies who use “conflict” minerals sourced from the DRC in their products. These new requirements
could limit the pool of suppliers who can provide conflict-free minerals and as a result, we cannot ensure that we will be able
to obtain these conflict-free minerals at competitive prices. Compliance with these new requirements may also increase our costs.
In addition, we may face challenges with our customers if we are unable to sufficiently verify the origins of the minerals used
in our products.
Health care reform could adversely affect
our operating results.
In 2010, the United States federal government enacted comprehensive
health care reform legislation. Due to the breadth and complexity of this legislation, as well as its phased-in nature of implementation
and lack of interpretive guidance, it is difficult for the Company to predict the overall effects it will have on our business.
To date, the Company has not experienced material costs related to the health care reform legislation, however, it is possible
that our operating results could be adversely affected in the future by increased costs, expanded liability exposure and requirements
that change the ways we provide healthcare and other benefits to our employees.
We face the potential harms of natural disasters,
terrorism, acts of war, international conflicts or other disruptions to our operations.
Natural disasters, acts or threats of war or terrorism, international
conflicts, and the actions taken by the United States and other governments in response to such events could cause damage to or
disrupt our business operations, our suppliers or our customers, and could create political or economic instability, any of which
could have an adverse effect on our business. Although it is not possible to predict such events or their consequences, these events could decrease demand for our products,
make it difficult or impossible for us to deliver products, or disrupt our supply chain.
ITEM 1B |
Unresolved Staff Comments |
None
HUBBELL
INCORPORATED - Form 10-K |
9 |
Hubbell’s manufacturing and warehousing
facilities, classified by reporting segment, are located in the following countries. The Company believes its manufacturing and
warehousing facilities are adequate to carry on its business activities.
| |
| |
Number of Facilities | | |
Total Approximate Floor Area in Square Feet | |
Segment | |
Location | |
Warehouses | | |
Manufacturing | | |
Owned | | |
Leased | |
Electrical segment | |
United States | |
| 13 | | |
| 34 | | |
| 3,341,900 | | |
| 1,648,400 | |
| |
Australia | |
| 1 | | |
| 2 | | |
| - | | |
| 39,600 | |
| |
Brazil | |
| - | | |
| 1 | | |
| 105,900 | | |
| - | |
| |
Canada | |
| 2 | | |
| 3 | | |
| 178,700 | | |
| 33,100 | |
| |
Italy | |
| - | | |
| 1 | | |
| - | | |
| 8,100 | |
| |
Mexico | |
| 2 | | |
| 3 | | |
| 659,400 | | |
| 103,500 | |
| |
China | |
| - | | |
| 1 | | |
| - | | |
| 185,900 | |
| |
Puerto Rico | |
| - | | |
| 1 | | |
| 162,400 | | |
| - | |
| |
Singapore | |
| 1 | | |
| - | | |
| - | | |
| 8,700 | |
| |
Switzerland | |
| - | | |
| 1 | | |
| 95,000 | | |
| - | |
| |
United Kingdom | |
| 1 | | |
| 4 | | |
| 133,600 | | |
| 53,600 | |
Power segment | |
United States | |
| 1 | | |
| 9 | | |
| 2,140,900 | | |
| 137,300 | |
| |
Brazil | |
| - | | |
| 1 | | |
| 138,300 | | |
| - | |
| |
Canada | |
| - | | |
| 1 | | |
| 30,000 | | |
| - | |
| |
Mexico | |
| - | | |
| 2 | | |
| 173,600 | | |
| 120,900 | |
| |
China | |
| 1 | | |
| 1 | | |
| - | | |
| 64,900 | |
TOTAL | |
| |
| 22 | | |
| 65 | | |
| 7,159,700 | | |
| 2,404,000 | |
The Company is subject to various legal proceedings
arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s
products, intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified
limits for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for
certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for
any contingency that in management’s judgment is probable of occurrence and can be reasonably estimated. We continually reassess
the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an
analysis of each matter which includes consideration of outside legal counsel and, if applicable, other experts.
On February 10, 2012, Powerweb Energy, Inc.
filed a lawsuit against Hubbell Lighting, Inc. and Hubbell Building Automation, Inc., two wholly owned subsidiaries of the Company,
in the U.S. District Court for the District of Connecticut (the “District Court”). The case is captioned Powerweb
Energy, Inc. v. Hubbell Lighting, Inc. and Hubbell Building Automation, Inc. (U.S. D.C., D. Conn, No. 3:12-CV-00220). The
lawsuit alleges breach of contract, breach of the duty of good faith and fair dealing, unjust enrichment, misappropriation of
trade secrets, misappropriation of idea, conversion, breach of fiduciary duty, and unfair trade practices as a result of actions
including the Company’s development and sale of wiHUBB wireless lighting technology. The lawsuit seeks damages, court costs,
interest, attorney’s fees, a constructive trust, and an injunction prohibiting the Company and its two subsidiaries from
using Powerweb’s claimed technology or disclosing the claimed Powerweb technology to any third parties. The Company’s
motion to dismiss the case was denied by the District Court in November 2012. Discovery is now complete, the Company has moved
for summary judgment on all of Powerweb’s claims as well as its principal damages theory, and no trial date has been set.
The Company believes it has meritorious defenses against all claims and will continue to vigorously defend this matter. Given
the inherent uncertainty of litigation, however, the ultimate resolution of this matter remains unclear and could have a material
adverse effect on the Company’s financial position, liquidity and results of operations.
ITEM 4 |
Mine Safety Disclosures |
Not applicable.
HUBBELL
INCORPORATED - Form 10-K |
10 |
ITEM 5 |
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
The Company’s Class A and Class B Common Stock is principally
traded on the New York Stock Exchange under the symbols “HUBA” and “HUBB”. The following tables provide
information on market prices, dividends declared, number of common shareholders, and repurchases by the Company of shares of its
Class A and Class B Common Stock.
Market Prices (Dollars Per Share) | |
| | |
Class A Common | | |
Class B Common | |
Years Ended December 31, | |
| | |
High | | |
Low | | |
High | | |
Low | |
2013
— Fourth quarter | |
| | | |
| 97.98 | | |
| 91.02 | | |
| 109.29 | | |
| 101.51 | |
2013 —
Third quarter | |
| | | |
| 99.91 | | |
| 89.40 | | |
| 110.90 | | |
| 99.63 | |
2013 —
Second quarter | |
| | | |
| 93.51 | | |
| 83.08 | | |
| 102.68 | | |
| 91.94 | |
2013 —
First quarter | |
| | | |
| 88.00 | | |
| 78.62 | | |
| 97.73 | | |
| 84.80 | |
2012 — Fourth quarter | |
| | | |
| 80.73 | | |
| 72.98 | | |
| 86.48 | | |
| 78.95 | |
2012 — Third quarter | |
| | | |
| 78.91 | | |
| 72.91 | | |
| 83.34 | | |
| 78.85 | |
2012 — Second quarter | |
| | | |
| 76.66 | | |
| 68.67 | | |
| 81.31 | | |
| 72.82 | |
2012 — First quarter | |
| | | |
| 76.95 | | |
| 60.97 | | |
| 79.39 | | |
| 67.80 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Dividends Declared (Dollars
Per Share) | |
| | | |
Class A Common | | |
Class B Common | |
Years Ended December 31, | |
| | | |
| 2013 | | |
| 2012 | | |
| 2013 | | |
| 2012 | |
First quarter | |
| | | |
| 0.45 | | |
| 0.41 | | |
| 0.45 | | |
| 0.41 | |
Second quarter | |
| | | |
| 0.45 | | |
| 0.41 | | |
| 0.45 | | |
| 0.41 | |
Third quarter | |
| | | |
| 0.45 | | |
| 0.41 | | |
| 0.45 | | |
| 0.41 | |
Fourth quarter | |
| | | |
| 0.50 | | |
| 0.45 | | |
| 0.50 | | |
| 0.45 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Number of Common Shareholders of Record | |
| | | |
| | | |
| | | |
| | | |
| | |
At December 31, | |
| 2013 | | |
| 2012 | | |
| 2011 | | |
| 2010 | | |
| 2009 | |
Class A | |
| 394 | | |
| 426 | | |
| 458 | | |
| 483 | | |
| 526 | |
Class B | |
| 2,225 | | |
| 2,389 | | |
| 2,549 | | |
| 2,731 | | |
| 2,860 | |
Our dividends are declared at the discretion of our Board of Directors.
In October 2013, the Company’s Board of Directors approved an increase in the common stock dividend rate from $0.45 to $0.50
per share per quarter. The increased quarterly dividend payment commenced with the December 13, 2013 dividend payment made to the
shareholders of record on November 29, 2013.
Purchases of Equity Securities
In September 2011, the Board of Directors approved a stock repurchase
program and authorized the repurchase of up to $200 million of Class A and Class B Common Stock. During 2013, the Company
spent $31.0 million on the repurchase of common shares. There were no shares repurchased during the fourth quarter of 2013.
As of December 31, 2013, approximately $93.4 million remains authorized for future repurchases under this program. Depending upon
numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open
market and privately negotiated transactions during our normal trading windows.
HUBBELL
INCORPORATED - Form 10-K |
11 |
Corporate Performance Graph
The following graph compares the total return to shareholders
on the Company’s Class B Common Stock during the five years ended December 31, 2013, with a cumulative total return
on the (i) Standard & Poor’s MidCap 400 (“S&P MidCap 400”) and (ii) the Dow Jones U.S. Electrical Components
& Equipment Index (“DJUSEC”). The Company is a member of the S&P MidCap 400. As of December 31, 2013, the DJUSEC
reflects a group of sixteen company stocks in the electrical components and equipment market segment, and serves as the Company’s
peer group for purposes of this graph. The comparison assumes $100 was invested on December 31, 2008 in the Company’s Class
B Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Hubbell Incorporated, the S&P Midcap 400 Index,
and the Dow Jones US Electrical Components & Equipment Index

|
*$100 invested on 12/31/08 in
stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2014
S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. Copyright©
2014 Dow Jones & Co. All rights reserved. |
|
|
HUBBELL
INCORPORATED - Form 10-K |
12 |
ITEM 6 |
Selected Financial Data |
The following summary should be read in conjunction with the consolidated
financial statements and notes contained herein (dollars and shares in millions, except per share amounts).
OPERATIONS, years ended December 31, | |
2013 | | |
2012 | | |
2011 | | |
2010 | | |
2009 | |
Net sales | |
$ | 3,183.9 | | |
$ | 3,044.4 | | |
$ | 2,871.6 | | |
$ | 2,541.2 | | |
$ | 2,355.6 | |
Gross profit | |
$ | 1,070.5 | | |
$ | 1,012.2 | | |
$ | 923.7 | | |
$ | 828.7 | | |
$ | 725.9 | |
Operating income | |
$ | 507.6 | | |
$ | 471.8 | | |
$ | 423.8 | | |
$ | 367.8 | | |
$ | 294.7 | |
Operating income as a % of sales | |
| 15.9 | % | |
| 15.5 | % | |
| 14.8 | % | |
| 14.5 | % | |
| 12.5 | % |
Loss on extinguishment of debt | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (14.7 | )(1) | |
$ | - | |
Net income attributable to Hubbell | |
$ | 326.5 | | |
$ | 299.7 | | |
$ | 267.9 | | |
$ | 217.2
| (1) | |
$ | 180.1 | |
Net income attributable to Hubbell as a %
of net sales | |
| 10.3 | % | |
| 9.8 | % | |
| 9.3 | % | |
| 8.5 | % | |
| 7.6 | % |
Net income attributable to Hubbell as a %
of Hubbell shareholders’ average equity | |
| 18.3 | % | |
| 19.2 | % | |
| 18.3 | % | |
| 15.8 | % | |
| 15.6 | % |
Earnings per share — diluted | |
$ | 5.47 | | |
$ | 5.00 | | |
$ | 4.42 | | |
$ | 3.59 | (1) | |
$ | 3.15 | |
Cash dividends declared per common share | |
$ | 1.85 | | |
$ | 1.68 | | |
$ | 1.52 | | |
$ | 1.44 | | |
$ | 1.40 | |
Average number of common shares outstanding — diluted | |
| 59.6 | | |
| 59.8 | | |
| 60.4 | | |
| 60.3 | | |
| 57.0 | |
Cost of acquisitions, net of cash acquired | |
$ | 96.5 | | |
$ | 90.7 | | |
$ | 29.6 | | |
$ | - | | |
$ | 355.8 | |
FINANCIAL POSITION, AT
YEAR-END | |
| | | |
| | | |
| | | |
| | | |
| | |
Working capital | |
$ | 1,165.4 | | |
$ | 1,008.8 | | |
$ | 861.4 | | |
$ | 781.1 | | |
$ | 492.8 | |
Total assets | |
$ | 3,187.2 | | |
$ | 2,947.0 | | |
$ | 2,846.5 | | |
$ | 2,705.8 | | |
$ | 2,402.8 | |
Total debt | |
$ | 597.5 | | |
$ | 596.7 | | |
$ | 599.2 | | |
$ | 597.7 | | |
$ | 497.2 | |
Total Hubbell shareholders’ equity | |
$ | 1,906.4 | | |
$ | 1,661.2 | | |
$ | 1,467.8 | | |
$ | 1,459.2 | | |
$ | 1,298.2 | |
NUMBER OF EMPLOYEES, AT
YEAR-END | |
| 14,300 | | |
| 13,600 | | |
| 13,500 | | |
| 13,000 | | |
| 12,700 | |
(1) |
In 2010, the Company recorded a $14.7 million pre-tax charge ($9.1 million after-tax) related to its early extinguishment of debt. The earnings per diluted share impact of this charge was $0.15. |
|
|
ITEM 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Executive Overview of the Business
The Company is primarily engaged in the design, manufacture and
sale of quality electrical and electronic products for a broad range of non-residential and residential construction, industrial
and utility applications. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States,
Canada, Switzerland, Puerto Rico, China, Mexico, Italy, the United Kingdom, Brazil and Australia. The Company also participates
in joint ventures in Taiwan and Hong Kong, and maintains offices in Singapore, China, India, Mexico, South Korea and countries
in the Middle East. The Company employs approximately 14,300 individuals worldwide.
The Company continues to make management changes as part of its
succession planning program. Effective January 1, 2013, Mr. David G. Nord was appointed President and Chief Executive Officer succeeding
Mr. Timothy H. Powers who remained the Company’s Chairman of the Board of Directors. In April of 2013, Mr. Joseph A.
Capozzoli was appointed Vice President, Controller succeeding Mr. Darrin S. Wegman who moved into a senior role within one of the
Company’s operating divisions. Most recently, in February 2014, the Company promoted Mr. Gerben W. Bakker to Group Vice President,
Power Systems. Mr. William T. Tolley, the previous Group Vice President, Power Systems, has been named to the newly created position
of Senior Vice President, Growth and Innovation.
The Company’s reporting segments consist of the Electrical
segment and the Power segment. Results for 2013, 2012 and 2011 by segment are included under “Segment Results” within
this Management’s Discussion and Analysis.
The Company is focused on growing profits and delivering attractive
returns to our shareholders by executing a business plan focused on the following key initiatives: revenue growth, price realization,
productivity improvements and capital deployment.
As part of our revenue growth initiative, we remain focused on
expanding market share through new product introductions and more effective utilization of sales and marketing efforts across the
organization. In addition, we continue to assess opportunities to expand sales through acquisitions of businesses that fill product
line gaps or allow for expansion into new markets.
Price realization and productivity improvements are key
areas of focus for our company. Productivity programs impact virtually all functional areas within the Company by reducing or
eliminating waste and improving processes. We continue to expand our efforts surrounding global product and component
sourcing and supplier cost reduction programs. Value engineering efforts, product transfers and the use of lean process
improvement techniques are expected to continue to increase manufacturing efficiency. In addition, we continue to build upon
the benefits of our enterprise resource planning system across all functions and have also implemented a sustainability
program across the organization. Material costs are approximately two-thirds of our cost of goods sold therefore volatility
in this area can significantly impact profitability. Our goal is to have pricing and productivity programs that offset
material and other inflationary cost increases as well as pay for investments in key growth areas.
HUBBELL INCORPORATED - Form 10-K |
13 |
Outlook
For 2014, we expect our overall net sales to increase by five
to six percent compared to 2013, with balanced growth from completed acquisitions and organic volume. We expect our end markets
to grow approximately two to three percent in 2014 led by double digit growth in the residential market. The industrial and non-residential
markets are expected to grow in the low single digit range while the utility market is anticipated to remain flat.
We plan to continue to work on productivity initiatives, including
improved sourcing, product redesign and lean projects focused on both factory and back office efficiencies. We anticipate cost
increases from materials, including both commodities and purchased products, healthcare and other inflationary costs. We plan to
continue to invest in people and resources to support our growth initiatives. Overall we expect to expand operating margin by approximately
20 to 30 basis points in 2014 compared to 2013. We expect our 2014 tax rate to increase to approximately 32.5% primarily due to
the expiration of the research and development tax credit. In addition, the 2013 tax rate included a benefit from the retroactive
reinstatement of the 2012 research and development tax credit. As a result, we expect to increase our earnings in 2014 through
higher sales, acquisitions, careful management of pricing relative to material costs and by continuing our productivity programs.
In 2014, we anticipate free cash flow (defined as cash flows from
operations less capital expenditures) to approximate net income. Finally, with our strong financial position, we expect to enhance
shareholder value through capital deployments with an emphasis on acquisitions.
Results of Operations
Our operations are classified into two reportable segments: Electrical
and Power. For a complete description of the Company’s segments, see Part I, Item 1 of this Annual Report on Form 10-K. Within
these segments, Hubbell primarily serves customers in the non-residential and residential construction, industrial and utility
markets. The Company’s served markets, in order of magnitude of net sales for the Company, are primarily non-residential
construction, industrial, utility and to a lesser extent, residential construction.
In 2013, our overall end markets improved slightly. The non-residential
new construction market declined slightly as declines in public investment were only partially offset by increases in private spending.
Renovation and relight projects continued to be a source of growth in 2013. The industrial market grew modestly as stronger demand
for high voltage test equipment and increased sales in the extractive industries sector was offset by weakness in the mining and
communications sectors. The utility market was weak with transmission projects being delayed while distribution related spending
was mixed due to budget constraints resulting from lower consumption of electricity. The residential market increased substantially
in 2013 primarily due to improvements in both single and multi-family housing starts.
SUMMARY OF CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE
DATA)
| |
For the Year Ending December 31, | |
| |
2013 | | |
% of Net sales | | |
2012 | | |
% of Net sales | | |
2011 | | |
% of Net sales | |
Net sales | |
$ | 3,183.9 | | |
| | | |
$ | 3,044.4 | | |
| | | |
$ | 2,871.6 | | |
| | |
Cost of goods sold | |
| 2,113.4 | | |
| 66.4 | % | |
| 2,032.2 | | |
| 66.8 | % | |
| 1,947.9 | | |
| 67.8 | % |
Gross profit | |
| 1,070.5 | | |
| 33.6 | % | |
| 1,012.2 | | |
| 33.2 | % | |
| 923.7 | | |
| 32.2 | % |
Selling & administrative expenses | |
| 562.9 | | |
| 17.7 | % | |
| 540.4 | | |
| 17.7 | % | |
| 499.9 | | |
| 17.4 | % |
Operating income | |
| 507.6 | | |
| 15.9 | % | |
| 471.8 | | |
| 15.5 | % | |
| 423.8 | | |
| 14.8 | % |
Net income attributable to Hubbell | |
| 326.5 | | |
| 10.3 | % | |
| 299.7 | | |
| 9.8 | % | |
| 267.9 | | |
| 9.3 | % |
EARNINGS PER SHARE - DILUTED | |
$ | 5.47 | | |
| | | |
$ | 5.00 | | |
| | | |
$ | 4.42 | | |
| | |
2013 Compared to 2012
Net Sales
Net sales for the year ended 2013 were $3.2 billion, an increase
of 5% over the year ended 2012. Acquisitions added three percentage points to net sales in 2013 compared to 2012 while volume increased
net sales by two percentage points. Price realization was offset by unfavorable foreign currency translation, each less than one
percentage point.
Cost of Goods Sold
As a percentage of net sales, cost of goods sold decreased to
66.4% for 2013 compared to 66.8% in 2012. The decrease was primarily due to productivity in excess of other cost increases, favorable
price realization and slightly lower material costs. Lower material costs for commodities such as copper, steel and aluminum more
than offset higher costs for resins, chemicals, purchased finished goods and value added components.
Gross Profit
The gross profit margin for 2013 expanded to 33.6% compared to
33.2% in 2012. The increase was primarily due to productivity in excess of other cost increases, favorable price realization and
slightly lower material costs. Lower material costs for commodities such as copper, steel and aluminum more than offset higher
costs for resins, chemicals, purchased finished goods and value added components, as described above.
Selling & Administrative Expenses (“S&A”)
S&A expenses increased 4% compared to 2012 primarily due to
the impact of the businesses acquired. Higher costs for wages, benefits, legal and advertising were almost entirely offset by lower
pension costs and other spending reductions. As a percentage of net sales, S&A expenses remained constant at 17.7% in 2013
compared to 2012.
HUBBELL
INCORPORATED - Form 10-K |
14 |
Operating Income
Operating income increased 8% to $507.6 million primarily due
to higher net sales and gross profit partially offset by higher selling and administrative costs, as described above. Operating
margin of 15.9% in 2013 increased 40 basis points compared to 15.5% in 2012 as a result of productivity, lower material costs and
price realization, partially offset by other inflationary increases.
Total Other Expense
In 2013, total other expense was $33.8 million compared to $30.0
million in 2012. The $3.8 million increase was primarily due to higher net foreign currency transaction losses in 2013 compared
to 2012.
Income Taxes
The effective tax rate in 2013 was 30.4% compared to 31.6% in
2012. The lower tax rate for 2013 was due primarily to both the current year and retroactive application of certain tax provisions,
including the research and development tax credit that were part of the American Taxpayer Relief Act of 2012, which became law
during the first quarter of 2013. Additional information related to the Company’s effective tax rate is included in Note
12 — Income Taxes in the Notes to Consolidated Financial Statements.
Net Income Attributable to Hubbell and Earnings Per Diluted
Share
For the reasons described above, net income attributable to Hubbell
and earnings per diluted share in 2013 each increased 9% compared to 2012. The average number of diluted shares outstanding for
the year were lower by approximately 0.2 million as compared to 2012.
Segment Results
Electrical Segment
(In millions) | |
2013 | | |
2012 | |
Net sales | |
$ | 2,262.6 | | |
$ | 2,114.6 | |
Operating income | |
$ | 341.1 | | |
$ | 303.7 | |
Operating margin | |
| 15.1 | % | |
| 14.4 | % |
Net sales in the Electrical segment increased 7% in 2013 compared
with 2012 due to acquisitions and higher organic volume. Acquisitions and organic volume added four and three percentage points,
respectively, to net sales. In addition, price realization was offset by the negative impacts of foreign currency translation,
each less than one percentage point.
Within the segment, electrical systems products net sales increased
7% in 2013 compared to 2012 due to acquisitions and slightly higher organic demand. Favorable price realization was offset by unfavorable
foreign currency translation. Higher net sales of electrical systems products included growth in high voltage projects and improvements
in the construction sector. The extractive industries sector was essentially flat while industrial demand was lower. Sales of lighting
products increased 8% in 2013 compared to 2012 due to strong organic volume growth in the non-residential market, which continued
to benefit from increased relight and retrofit renovation project demand, strong growth in the residential market and the impact
of the Norlux acquisition.
Operating income in 2013 increased 12% to $341.1 million compared
to 2012 while operating margin expanded by 70 basis points to 15.1%. Operating income increased primarily due to acquisitions,
higher volume and favorable price realization partially offset by unfavorable product mix driven by lower industrial demand. In
addition, productivity exceeded all other cost increases. Operating margin improved primarily due to productivity in excess of
cost increases, lower material costs and favorable price realization.
Power Segment
(In millions) | |
2013 | | |
2012 | |
Net sales | |
$ | 921.3 | | |
$ | 929.8 | |
Operating income | |
$ | 166.5 | | |
$ | 168.1 | |
Operating margin | |
| 18.1 | % | |
| 18.1 | % |
Net sales in the Power segment declined 1% in 2013 compared to
2012. The decrease was due to lower organic volume and the unfavorable impact of foreign currency translation largely offset by
the impact of an acquisition. The acquisition contributed two percentage points to net sales, while the decline in organic volume
and impact of foreign currency translation decreased net sales by two and one percentage points, respectively. The organic volume
decline was almost entirely due to the impact of higher sales in the fourth quarter of 2012 related to Superstorm Sandy.
Operating income decreased 1% to $166.5 million and operating
margin remained at 18.1% in 2013 compared to 2012. The drop in operating income was primarily due to lower volume, unfavorable
price realization, higher material costs and other cost increases, including $5.0 million of facility consolidation costs, partially
offset by productivity improvements and favorable product mix.
2012 Compared to 2011
Net Sales
Net sales for the year ended 2012 were $3.0 billion, an increase
of 6% over the year ended 2011 primarily due to higher organic volume. Volume added four percentage points to net sales in 2012
compared to 2011 while acquisitions and price realization increased net sales by two and one percentage points, respectively. Foreign
currency translation decreased net sales by one percentage point.
Cost of Goods Sold
As a percentage of net sales, cost of goods sold decreased to
66.8% for 2012 compared to 67.8% in 2011. The decrease was primarily due to price realization, productivity improvements and slightly
lower material costs. Lower costs for commodities such as copper, steel and aluminum were partially offset by higher costs for
resins, chemicals, purchased finished goods and value added components.
Gross Profit
The gross profit margin for 2012 increased to 33.2% compared to
32.2% in 2011. The increase was primarily due to price realization, productivity improvements and slightly lower material costs.
Lower costs for commodities such as copper, steel and aluminum were partially offset by higher costs for resins, chemicals, purchased
finished goods and value added components.
HUBBELL
INCORPORATED - Form 10-K |
15 |
Selling & Administrative Expenses (“S&A”)
S&A expenses increased 8% compared to 2011 due to the impact
of the businesses acquired and higher costs for wages, pensions and benefits. As a percentage of net sales, S&A expenses increased
to 17.7% in 2012 compared to 17.4% in 2011.
Operating Income
Operating income increased 11% to $471.8 million primarily due
to higher net sales and gross profit partially offset by higher selling and administrative costs. Operating margin of 15.5% in
2012 increased 70 basis points compared to 14.8% in 2011 as a result of productivity improvements, price realization, higher volume
and lower material costs partially offset by other inflationary and spending increases, including pension and benefit related expenses.
Total Other Expense
In 2012, total other expense decreased by $4.0 million primarily
due to lower net foreign currency transaction losses in 2012 compared to 2011.
Income Taxes
The effective tax rate in 2012 was 31.6% compared to 30.7% in
2011. The increased tax rate for 2012 was due primarily to the federal research and development tax credit not being extended in
2012. Additional information related to our effective tax rate is included in Note 12 — Income Taxes in the Notes to Consolidated
Financial Statements.
Net Income attributable to Hubbell and Earnings Per Diluted
Share
Net income attributable to Hubbell and earnings per diluted share
in 2012 increased 12% and 13%, respectively, compared to 2011. These increases are due to higher net sales and operating income,
lower other expense partially offset by a higher effective tax rate. In addition, earnings per diluted share reflect a decrease
in the average number of shares outstanding in 2012 compared to 2011.
Segment Results
Electrical Segment
(In millions) | |
2012 | | |
2011 | |
Net sales | |
$ | 2,114.6 | | |
$ | 2,004.2 | |
Operating income | |
$ | 303.7 | | |
$ | 282.0 | |
Operating margin | |
| 14.4 | % | |
| 14.1 | % |
Net sales in the Electrical segment increased 6% in 2012 compared
with 2011. Volume added three percentage points while acquisitions and price realization added two and one percentage points, respectively,
to net sales in 2012 compared to 2011. Foreign currency translation was essentially flat compared to 2011. Sales growth was due
to strength in the energy markets, strong demand for retrofit and relight products and improvement in the residential market. Within
the non-residential construction market, new construction remained weak with increases in private spending essentially offsetting
lower public investment.
Within the segment, electrical systems products net sales increased
8% in 2012 compared to 2011 due to stronger underlying demand, acquisitions and price realization partially offset by unfavorable
currency translation. Net sales of lighting products increased 1% in 2012 compared to 2011 due to price realization and higher
sales in the residential market which were offset, in part, by lower sales in the commercial and industrial markets.
Operating income in 2012 increased 8% to $303.7 million compared
to 2011 while operating margin increased 30 basis points. Operating income and operating margin increased primarily due to productivity
improvements, price realization, lower material costs and higher volume. These benefits were partially offset by cost increases
including wages, benefits and other personnel related costs along with a less favorable product mix.
Power Segment
(In millions) | |
2012 | | |
2011 | |
Net sales | |
$ | 929.8 | | |
$ | 867.4 | |
Operating income | |
$ | 168.1 | | |
$ | 141.8 | |
Operating margin | |
| 18.1 | % | |
| 16.3 | % |
Net sales in the Power segment increased 7% in 2012 compared to
2011. Volume increased net sales by six percentage points due to higher transmission project sales, increased spending on distribution
and transmission maintenance programs and strong international demand. Price realization added two percentage points to net sales
while foreign currency translation reduced net sales by one percentage point.
Operating income increased 19% to $168.1 million and operating
margin improved 180 basis points to 18.1% in 2012 compared to 2011. The increase in operating income and operating margin was due
to productivity improvements, higher volume and price realization partially offset by material costs and other cost increases including
wages, benefits and other personnel related costs.
HUBBELL
INCORPORATED - Form 10-K |
16 |
Financial Condition, Liquidity and Capital Resources
Cash Flow
| |
| | |
December 31 | | |
| |
(In millions) | |
2013 | | |
2012 | | |
2011 | |
Net cash provided by (used in): | |
| | |
| | |
| |
Operating activities | |
$ | 381.8 | | |
$ | 349.1 | | |
$ | 335.0 | |
Investing activities | |
| (151.1 | ) | |
| (116.1 | ) | |
| (86.5 | ) |
Financing activities | |
| (130.9 | ) | |
| (161.7 | ) | |
| (198.3 | ) |
Effect of foreign currency exchange rate changes on cash and cash equivalents | |
| (4.1 | ) | |
| 4.1 | | |
| (1.3 | ) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | |
$ | 95.7 | | |
$ | 75.4 | | |
$ | 48.9 | |
2013 Compared to 2012
Cash provided by operating activities for the year ended 2013
increased compared to 2012 primarily due to higher net income and lower pension contributions, partially offset by a greater use
of cash for working capital. Cash used for changes in working capital was $55.1 million in 2013 compared to $45.3 million of cash
used in 2012 primarily due to higher accounts receivable as a result of increased net sales.
Investing activities used cash of $151.1 million in 2013 compared
to cash used of $116.1 million in 2012. The increase was primarily due to higher capital expenditures, net acquisition investments
and lower proceeds from sales of available for sale investments in 2013 as compared to 2012.
Financing activities used cash of $130.9 million in 2013 compared
to cash used of $161.7 million in 2012. The decrease in cash used is due to a lower spending on the repurchase of common shares,
lower proceeds from the exercise of stock options and fewer dividend payments in 2013 as compared to 2012. In 2013, the Company
made four dividend payments as compared to five dividend payments made in 2012.
2012 Compared to 2011
Cash provided by operating activities for the year ended 2012
increased compared to 2011 primarily due to higher net income partially offset by higher working capital usage. Cash used for changes
in working capital was $45.3 million in 2012 compared to $21.5 million of cash used in 2011. This higher level of working capital
usage in 2012 was due to a deterioration in working capital days, primarily inventory and to a lesser extent accounts receivable,
partially offset by an improvement in accounts payable.
Investing activities used cash of $116.1 million in 2012 compared
to cash used of $86.5 million in 2011. The increase was primarily due to the increased spending on acquisitions in 2012 as compared
to 2011, partially offset by higher net proceeds from sales of available-for-sale securities.
Financing activities used cash of $161.7 million in 2012 compared
to cash used of $198.3 million in 2011. The decrease in cash used is due to a lower level of common share repurchases partially
offset by higher dividend payments in 2012 as compared to 2011. In 2012, the Company made five dividend payments as compared to
four dividend payments made in 2011.
Investments in the Business
Investments in our business include both expenditures required
to maintain the operation of our equipment and facilities as well as cash outlays in support of our strategic initiatives. During
2013, we used cash of $58.8 million for capital expenditures, an increase of $9.7 million from 2012.
In 2013 the Company completed three acquisitions for $96.5 million,
net of cash acquired which were added to the Electrical segment. In January 2014, the Company completed three acquisitions for
approximately $92 million. Two of these acquisitions were added to the Power segment, while one was added to the Electrical segment.
The Company continues to assess opportunities to expand sales through acquisitions of businesses that fill product gaps or allow
for expansion in new markets. For more information refer to Note 2 – Business Acquisitions in the Notes to Consolidated Financial
Statements.
In September 2011, the Board of Directors approved a stock repurchase
program and authorized the repurchase of up to $200 million of Class A and Class B Common Stock. During 2013, the Company spent
$31.0 million on the repurchase of common shares. As of December 31, 2013, approximately $93.4 million remains authorized for future
repurchases under this program. Depending upon numerous factors, including market conditions and alternative uses of cash, we may
conduct discretionary repurchases through open market and privately negotiated transactions during our normal trading windows.
Additional information with respect to future investments in the
business can be found under “Outlook” within Management’s Discussion and Analysis.
Debt to Capital
At December 31, 2013 and 2012, the Company had $597.2 million
and $596.7 million, respectively, of senior long-term notes, net of unamortized discount. The long-term fixed-rate notes, with
amounts of $300 million due in 2018 and 2022, respectively, are callable with a make whole provision and are only subject to accelerated
payment prior to maturity if we fail to meet certain non-financial covenants, all of which were met at December 31, 2013.
During 2013 the Company entered into an uncommitted credit facility
for a 12.6 million Chinese Renminbi line of credit to support its operations in China. At December 31, 2013, 2.1 million Chinese
Renminbi (equivalent to $0.3 million) was outstanding under this line of credit. There were no borrowings outstanding at December
31, 2012 under this line of credit.
HUBBELL
INCORPORATED - Form 10-K |
17 |
Net debt, defined as total debt less
cash and investments, is a non-GAAP measure that may not be comparable to definitions used by other companies. We consider
net debt to be a useful measure of our financial leverage for evaluating the Company’s ability to meet its funding
needs.
|
|
December
31 |
|
(In millions) |
|
2013 |
|
|
2012 |
|
Total Debt |
|
$ |
597.5 |
|
|
$ |
596.7 |
|
Total Hubbell Shareholders’ Equity |
|
|
1,906.4 |
|
|
|
1,661.2 |
|
TOTAL CAPITAL |
|
$ |
2,503.9 |
|
|
$ |
2,257.9 |
|
Debt to Total Capital |
|
|
24 |
% |
|
|
26 |
% |
Cash and Investments |
|
$ |
786.6 |
|
|
$ |
690.5 |
|
NET DEBT |
|
$ |
(189.1 |
) |
|
$ |
(93.8 |
) |
Net Debt to Total Capital |
|
|
(8 |
%) |
|
|
(4 |
%) |
In November 2010, the Company completed a public debt offering
for $300 million of long-term, senior, unsecured notes maturing in November 2022 (“2022 Notes”) and bearing interest
at a fixed rate of 3.625%. Prior to the issuance of the 2022 Notes, the Company entered into a forward interest rate lock which
resulted in a $1.6 million loss. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized
over the life of the 2022 Notes.
In May 2008, the Company completed a public offering of $300 million
long-term senior, unsecured notes maturing in May 2018 (the “2018 Notes”). The 2018 Notes bear interest at a fixed
rate of 5.95%. Prior to the issuance of the 2018 Notes, the Company entered into a forward interest rate lock which resulted in
a $1.2 million gain. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized over
the life of the notes.
The 2018 Notes and the 2022 Notes are both fixed rate indebtedness,
are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of
a default under the indenture governing the terms of the 2018 Notes and 2022 Notes, as modified by the supplemental indentures
creating each such series, or upon a change in control event as defined in such indenture.
Liquidity
We measure liquidity on the basis of our ability to meet short-term
and long-term operational funding needs, fund additional investments, including acquisitions, and make dividend payments to shareholders.
Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash
dividend payments, stock repurchases, access to bank lines of credit and our ability to attract long-term capital with satisfactory
terms.
The Company had $740.7 million of cash and cash equivalents at
December 31, 2013, of which approximately 40% was held outside of the United States. Except for a portion of current earnings,
the Company’s intent is to indefinitely reinvest all of its undistributed international earnings and cash internationally.
As of December 31, 2013, the Company’s $500 million revolving
credit facility had not been drawn against. The credit facility, which serves as a backup to our commercial paper program, was
scheduled to expire in October 2016. In March 2013, the facility was amended to extend the maturity date to March 2018. The interest
rate applicable to borrowing under the credit agreement is generally either the prime rate or a surcharge over LIBOR. The single
financial covenant in the $500 million credit facility, which the Company is in compliance with, requires that total debt not exceed
55% of total capitalization. Annual commitment fees to support availability under the credit facility are not material.
Although not the principal source of
liquidity, we believe our credit facility is capable of providing significant financing flexibility at reasonable rates of
interest. However, in the event of a significant deterioration in the results of our operations or cash flows, leading to
deterioration in financial condition, our borrowing costs could increase and/or our ability to borrow could be restricted. We
have not entered into any guarantees that could give rise to material unexpected cash requirements.
The Company also maintains other lines of credit that are primarily
used to support the issuance of letters of credit. Interest rates and other terms of borrowing under these lines of credit vary
from country to country, depending on local market conditions. At December 31, 2013 and 2012 these lines totaled $60.4 million
and $55.4 million, respectively, of which $37.5 million and $36.6 million was unused. The annual commitment fees associated with
these lines of credit are not material.
Internal cash generation together with currently available cash
and investments, available borrowing facilities and credit lines, if needed, are expected to be sufficient to fund operations,
the current rate of cash dividends, capital expenditures, and an increase in working capital that would be required to accommodate
a higher level of business activity for the foreseeable future. We actively seek to expand by acquisition as well as through the
growth of our current businesses. While a significant acquisition may require additional debt and/or equity financing, we believe
that we would be able to obtain additional financing based on our favorable historical earnings performance and strong financial
position.
Pension Funding Status
We have a number of funded and unfunded non-contributory U.S.
and foreign defined benefit pension plans. Benefits under these plans are generally provided based on either years of service and
final average pay or a specified dollar amount per year of service. The funded status of our qualified, defined benefit pension
plans is dependent upon many factors including future returns on invested pension assets, the level of market interest rates, employee
earnings and employee demographics.
Changes in the value of the defined benefit plan assets and liabilities
will affect the amount of pension expense ultimately recognized. Although differences between actuarial assumptions and actual
results are no longer deferred for balance sheet purposes, deferral is still permitted for pension expense purposes. Unrecognized
gains and losses in excess of an annual calculated minimum amount (the greater of 10% of the projected benefit obligation or 10%
of the market value of assets) are amortized and recognized in net periodic pension cost over the average remaining service period
of our active employees, which approximates 10-12 years. During 2013 and 2012, we recorded $13.8 million and $17.4 million, respectively,
of pension expense related to the amortization of these unrecognized losses. We expect to record $3.7 million of expense related
to unrecognized losses and prior service cost in 2014.
The actual return on our pension assets in 2013 and for the past
ten year period has exceeded our expected return. However, over that same period there has been a significant decline in long-term
interest rates and a resulting increase in our pension liabilities which has more than offset our favorable return on plan assets.
In 2013, we saw a rise in long term interest rates and a resulting decrease in our pension liabilities. We contributed $3.2 million
to our qualified foreign defined benefit pension plans in 2013. In both 2012 and 2011, we contributed $23 million to
HUBBELL
INCORPORATED - Form 10-K |
18 |
our qualified foreign and domestic
defined benefit pension plans. These contributions combined with the increase in long term interest rates in 2013 have
improved the funded status of all of our plans. We expect to make additional contributions of approximately $4.0 million to
our foreign plans during 2014. The Company is not required under the Pension Protection Act of 2006 to make any contributions
to its qualified U.S. defined benefit plans in 2014. The anticipated 2014 level of pension funding is not expected to have a
significant impact on our overall liquidity.
Assumptions
The following assumptions were used to determine projected pension
and other benefit obligations at the measurement date and the net periodic benefit costs for the year:
| |
Pension Benefits | |
Other Benefits | |
| |
2013 | | |
2012 | | |
2013 | | |
2012 | |
Weighted-average assumptions used to determine benefit obligations at December 31, | |
| | |
| | |
| | |
| |
Discount rate | |
| 5.04 | % | |
| 4.22 | % | |
| 4.60 | % | |
| 4.20 | % |
Rate of compensation increase | |
| 3.18 | % | |
| 3.11 | % | |
| 3.00 | % | |
| 3.00 | % |
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, | |
| | | |
| | | |
| | | |
| | |
Discount rate | |
| 4.22 | % | |
| 4.42 | % | |
| 4.20 | % | |
| 4.40 | % |
Expected return on plan assets | |
| 6.70 | % | |
| 6.50 | % | |
| N/A | | |
| N/A | |
Rate of compensation increase | |
| 3.11 | % | |
| 3.53 | % | |
| 3.00 | % | |
| 3.50 | % |
At the end of each year, we estimate the expected long-term rate
of return on pension plan assets based on the strategic asset allocation for our plans. In making this determination, we utilize
expected rates of return for each asset class based upon current market conditions and expected risk premiums for each asset class.
A one percentage point change in the expected long-term rate of return on pension fund assets would have an impact of approximately
$7.6 million on 2014 pretax pension expense. The expected long-term rate of return is applied to the fair market value of pension
fund assets to produce the expected return on fund assets that is included in pension expense. The difference between this expected
return and the actual return on plan assets was recognized at December 31, 2013 for balance sheet purposes, but continues to be
deferred for expense purposes. The net deferral of past asset gains (losses) ultimately affects future pension expense through
the amortization of gains (losses) with an offsetting adjustment to Hubbell shareholders’ equity through Accumulated other
comprehensive loss.
At the end of each year, we determine the discount rate to be
used to calculate the present value of our pension plan liabilities. For our U.S. and Canadian pension plans, this discount rate
is determined by matching the expected cash flows associated with our benefit obligations to a yield curve based on high quality,
fixed income debt instruments with maturities that closely match the expected funding period of our pension liabilities. This yield
curve is derived using a bond matching approach which incorporates a selection of bonds that align with our projected benefit obligations.
As of December 31, 2013, we used a discount rate of 5.1% for our U.S. pension plans compared to a discount rate of 4.2% used in
2012. For our Canadian pension plan, we used a discount rate of 4.75% in 2013, compared to the 4.1% discount rate used in 2012.
For our UK pension plan the discount rate was derived using a
yield curve fitted to the yields on AA bonds in the Barclays Capital Sterling Aggregate Corporate Index and uses sample plan cash
flow data as a proxy to plan specific liability cash flows. The derived discount rate is the single discount rate equivalent to
discounting these liability cash flows at the term-dependent spot rates of AA corporate bonds. This methodology resulted in a December
31, 2013 discount rate for the UK pension plan of 4.6% as compared to a discount rate of 4.5% used in 2012.
An increase of one percentage point in the discount rate would
lower the our 2014 pretax pension expense by approximately $0.9 million. A discount rate decline of one percentage point would
increase our 2014 pretax pension expense by approximately $9.0 million.
Other Post Employment Benefits (“OPEB”)
The Company also has a number of health care and life insurance
benefit plans covering eligible employees who reached retirement age while working for the Company. These benefits have been discontinued
for substantially all future retirees. These plans are not funded and, therefore, no assumed rate of return on assets is required.
We use a similar methodology to derive the yield curve for our post employment benefit plan obligations that we use for our pension
plans. As of December 31, 2013, the Company used a discount rate of 4.6% to determine the projected benefit obligation compared
to a discount rate of 4.2% used in 2012. In accordance with the accounting guidance for retirement benefits, we recorded a credit,
net of tax, of approximately $0.2 million and $0.7 million in 2013 and 2012, respectively, related to OPEB. These amounts were
recorded to Accumulated other comprehensive loss, within Hubbell shareholders’ equity.
Off-Balance Sheet Arrangements
Off-balance sheet arrangements are defined as any transaction,
agreement or other contractual arrangement to which an entity that is not included in our consolidated results is a party, under
which we, whether or not a party to the arrangement, have, or in the future may have: (1) an obligation under a direct or indirect
guarantee or similar arrangement, (2) a retained or contingent interest in assets or (3) an obligation or liability, including
a contingent obligation or liability, to the extent that it is not fully reflected in the financial statements.
We do not have any off-balance sheet arrangements as defined above
which have or are likely to have a material effect on our financial condition, results of operations or cash flows.
HUBBELL
INCORPORATED - Form 10-K |
19 |
Contractual Obligations
A summary of our contractual obligations and commitments at December 31, 2013
is as follows (in millions):
| |
Payments due by period | |
| |
Total | | |
2014 | | |
2015-2016 | | |
2017-2018 | | |
2018 and thereafter | |
Debt obligations(a) | |
$ | 600.3 | | |
$ | 0.3 | | |
$ | - | | |
$ | 300.0 | | |
$ | 300.0 | |
Expected interest payments | |
| 175.3 | | |
| 28.7 | | |
| 57.5 | | |
| 47.0 | | |
| 42.1 | |
Operating lease obligations | |
| 62.6 | | |
| 15.5 | | |
| 20.0 | | |
| 10.1 | | |
| 17.0 | |
Retirement and other benefits(b) | |
| 182.1 | | |
| 6.9 | | |
| 14.5 | | |
| 15.1 | | |
| 145.6 | |
Purchase obligations | |
| 181.2 | | |
| 178.2 | | |
| 3.0 | | |
| - | | |
| - | |
Income tax payments | |
| 9.4 | | |
| 9.4 | | |
| - | | |
| - | | |
| - | |
Obligations under customer incentive programs | |
| 39.1 | | |
| 39.1 | | |
| - | | |
| - | | |
| - | |
TOTAL | |
$ | 1,250.0 | | |
$ | 278.1 | | |
$ | 95.0 | | |
$ | 372.2 | | |
$ | 504.7 | |
(a) |
Amounts
exclude unamortized discount |
|
|
(b) |
Amounts above
reflect projected funding related to the Company’s non-qualified defined benefit plans. Projected funding obligations
of the Company’s qualified defined benefit pension plans are excluded from the table as there are significant factors,
such as the future market value of plan assets and projected investment return rates, which could cause actual funding requirements
to differ materially from projected funding. |
Our purchase obligations include amounts committed under
legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity, delivery and
termination liability. These obligations primarily consist of inventory purchases made in the normal course of business to meet
operational requirements, consulting arrangements and commitments for equipment purchases. As of December 31, 2013, we have $14.8
million of uncertain tax positions reflected in our Consolidated Balance Sheet. We are unable to make a reasonable estimate regarding
the timing of settlement of these uncertain tax positions and, as a result, they have been excluded from the table. See Note 12
— Income Taxes in the Notes to Consolidated Financial Statements.
Critical Accounting Estimates
Note 1 — Significant Accounting Policies of the
Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of our financial
statements.
Use of Estimates
We are required to make assumptions and estimates and
apply judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues
and expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends
and other factors deemed relevant by management. We continually review these estimates and their underlying assumptions to ensure
they are appropriate for the circumstances. Changes in estimates and assumptions used by us could have a material impact on our
financial results. We believe that the following estimates are among the most critical in fully understanding and evaluating our
reported financial results. These items utilize assumptions and estimates about the effect of future events that are inherently
uncertain and are based on our judgment.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the price is determinable and collection is probable. Product is considered delivered to the customer
once it has been shipped and title and risk of loss have been transferred. The majority of our revenue is recognized at the time
of shipment. Certain of our businesses account for sales discounts and allowances based on sales volumes, specific programs and
customer deductions as is customary in the electrical products industry. These items primarily relate to sales volume incentives,
special pricing allowances, and returned goods. This requires us to estimate at the time of sale the amounts that should not be
recorded as revenue as these amounts are not expected to be collected from customers. We principally rely on historical experience,
specific customer agreements, and anticipated future trends to estimate these amounts at the time of shipment. Also see Note 1
— Significant Accounting Policies of the Notes to Consolidated Financial Statements.
Inventory Valuation
We routinely evaluate the carrying value of our inventories
to ensure they are carried at the lower of cost or market value. Such evaluation is based on our judgment and use of estimates,
including sales forecasts, gross margins for particular product groupings, planned dispositions of product lines, technological
events and overall industry trends. In addition, the evaluation is based on changes in inventory management practices which may
influence the timing of exiting products and method of disposing of excess inventory.
Excess inventory is generally identified by comparing future expected inventory
usage to actual on-hand quantities. Inventory values are reduced for on-hand inventory in excess of pre-defined usage forecasts.
Forecast usage is primarily determined by projecting historical (actual) sales and inventory usage levels forward to future periods.
Changes in these estimates may necessitate future adjustments to inventory values.
Customer Credit and Collections
We maintain allowances for doubtful accounts receivable
in order to reflect the potential uncollectability of receivables related to purchases of products on open credit. If the financial
condition of our customers were to deteriorate, resulting in their inability to make required payments, we may be required to record
additional allowances for doubtful accounts.
Accrued Insurance
We retain a significant portion of the risks associated
with workers’ compensation, medical, automobile and general liability insurance. We estimate self-insurance liabilities using
a number of factors, including historical claims experience, demographic factors, severity factors and other actuarial assumptions.
The accrued liabilities associated with these programs are based upon our estimates of ultimate costs to settle known claims incurred
but not reported as of the balance sheet date. These assumptions are periodically reviewed with a third-party actuary to determine
the adequacy of these self-insurance reserves. Changes in these assumptions may necessitate future adjustments to these self-insurance
liabilities.
Employee Benefits Costs and Funding
We sponsor domestic and foreign defined benefit pension,
defined contribution and other postretirement plans. Major assumptions used in the accounting for these employee benefit plans
include the discount rate, expected return on the pension fund assets, rate of increase in employee compensation levels and health
care cost increase projections. These assumptions are determined based on Company data and appropriate market indicators, and are
evaluated each year as of the plans’ measurement date. Further discussion on the assumptions used in 2013 and 2012 are included
above under “Pension Funding Status” and in Note 10 — Retirement Benefits of the Notes to Consolidated Financial
Statements.
HUBBELL
INCORPORATED - Form 10-K |
20 |
Taxes
We account for income taxes in accordance with the applicable
accounting guidance which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect
of temporary differences between the book and tax basis of recorded assets and liabilities. Additionally, deferred tax assets are
required to be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax asset
will not be realized. The factors used to assess the likelihood of realization of deferred tax assets are the forecast of future
taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure
to achieve forecasted taxable income can affect the ultimate realization of net deferred tax assets.
We operate within multiple taxing jurisdictions and are
subject to audit in these jurisdictions. The Internal Revenue Service (“IRS”) and other tax authorities routinely review
our tax returns. These audits can involve complex issues, which may require an extended period of time to resolve. The Company
records uncertain tax positions only when it has determined that it is more-likely-than-not that a tax position will be sustained
upon examination by taxing authorities based on the technical merits of the position. The Company uses the criteria established
in the accounting guidance to determine whether an item meets the definition of more-likely-than-not. The Company’s policy
is to recognize these uncertain tax positions when the more-likely-than-not threshold is met, when the statute of limitations has
expired or upon settlement. In management’s opinion, adequate provision has been made for potential adjustments arising from
any examinations. See also Note 12 — Income Taxes in the Notes to Consolidated Financial Statements.
Contingent Liabilities
We are subject to proceedings, lawsuits, and other claims
or uncertainties related to environmental, legal, product and other matters. We routinely assess the likelihood of an adverse judgment
or outcome to these matters, as well as the range of potential losses. We record a liability when it is both probable that a liability
has been incurred and the amount can be reasonably estimated. A determination of the reserves required, if any, is made after careful
analysis, including consultations with outside advisors, where applicable. Where no amount within a range of estimates is more
likely, the minimum is accrued. The required reserves may change in the future due to new developments.
Valuation of Long-Lived Assets
Our long-lived assets include land, buildings, equipment,
molds and dies, software, goodwill and other intangible assets. Long-lived assets, other than land, goodwill and indefinite-lived
intangibles, are depreciated over their estimated useful lives. We review depreciable long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances
occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition
is compared to the carrying amount. If the sum of the expected cash flows of the asset group is less than the carrying amount,
an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair
value of the asset. The fair value of impaired assets is determined using expected cash flow estimates, quoted market prices when
available and appraisals as appropriate. We did not record any material impairment charges related to long-lived assets in 2013,
2012, or 2011.
Goodwill and indefinite-lived intangible assets are reviewed
annually for impairment unless circumstances dictate the need for more frequent assessment. We perform our goodwill impairment
testing as of April 1st of each year unless circumstances dictate the need for more frequent assessments. The goodwill
impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting
units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting
units include estimating future discounted cash flows, determining appropriate discount rates and other assumptions. We use internal
discounted cash flow estimates to determine fair value. These cash flow estimates are derived from historical experience and future
long-term business plans and the application of an appropriate discount rate. Changes in these estimates and assumptions could
materially affect the determination of fair value and/or goodwill impairment for each reporting unit. As of April 1, 2013, our
goodwill testing resulted in fair values for each reporting unit that substantially exceeded the reporting unit’s carrying
value. We have not recorded any goodwill impairments since the initial adoption of the accounting guidance in 2002.
The identification and measurement of impairment of indefinite-lived
intangible assets involves testing that compares carrying values of assets to the estimated fair values of assets. These estimated
fair values are determined using undiscounted cash flow estimates. If the carrying value of the indefinite-lived intangible exceeds
the fair value, the carrying value will be reduced to the estimated fair value. We did not record any impairments related to indefinite-lived
intangible assets in 2013, 2012, or 2011.
Stock-Based Compensation
We determine the grant date fair value of our stock-based
compensation awards using either a lattice model or the Black-Scholes option pricing model. Both of these models require management
to make certain assumptions with respect to selected model inputs. These inputs include assumptions for expected term, stock volatility,
dividend yield and risk-free interest rate. Changes in these inputs impact fair value and could impact our stock-based compensation
expense in the future. In addition, we are required to estimate the expected forfeiture rate and recognize expense only for those
awards expected to meet the service and performance vesting conditions. If our actual forfeiture rate is different from our estimate,
adjustments to stock-based compensation expense may be required. See also Note 17 – Stock-Based Compensation in the Notes
to Consolidated Financial Statements.
Forward-Looking Statements
Some of the information included in this Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-K, contain “forward-looking
statements” as defined by the Private Securities Litigation Reform Act of 1995. These include statements about capital resources,
performance and results of operations and are based on our reasonable current expectations. In addition, all statements regarding
anticipated growth or improvement in operating results, anticipated market conditions and economic recovery are forward looking.
Forward-looking statements may be identified by the use of words, such as “believe”, “expect”, “anticipate”,
“intend”, “depend”, “should”, “plan”, “estimated”, “predict”,
“could”, “may”, “subject to”, “continues”, “growing”, “prospective”,
“forecast”, “projected”, “purport”, “might”, “if”, “contemplate”,
“potential”, “pending,” “target”, “goals”, “scheduled”, “will
likely be”, and similar words and phrases. Discussions of strategies, plans or intentions often contain forward-looking statements.
Factors, among others, that could cause our actual results and future actions to differ materially from those described in forward-looking
statements include, but are not limited to:
• |
Changes in demand for our products, market conditions, product quality, or product availability adversely affecting sales levels. |
|
|
• |
Changes in markets or competition adversely affecting realization of price increases. |
|
|
• |
Failure to achieve projected levels of efficiencies, cost savings and cost reduction measures, including those expected as a result of our lean initiative and strategic sourcing plans. |
|
|
• |
The expected benefits and the timing of other actions in connection with our enterprise resource planning system. |
|
|
• |
Availability and costs of raw materials, purchased components, energy and freight. |
|
|
• |
Changes in expected or future levels of operating cash flow, indebtedness and capital spending. |
|
|
• |
General economic and business conditions in particular industries, markets or geographic regions, as well as inflationary trends. |
|
|
• |
Regulatory issues, changes in tax laws or changes in geographic profit mix affecting tax rates and availability of tax incentives. |
|
|
HUBBELL
INCORPORATED - Form 10-K |
21 |
• |
A major disruption in one or more of our manufacturing or distribution facilities or headquarters, including the impact of plant consolidations and relocations. |
|
|
• |
Changes in our relationships with, or the financial condition or performance of, key distributors and other customers, agents or business partners which could adversely affect our results of operations. |
|
|
• |
Impact of productivity improvements on lead times, quality and delivery of product. |
|
|
• |
Anticipated future contributions and assumptions including changes in interest rates and plan assets with respect to pensions. |
|
|
• |
Adjustments to product warranty accruals in response to claims incurred, historical experiences and known costs. |
|
|
• |
Unexpected costs or charges, certain of which might be outside of our control. |
|
|
• |
Changes in strategy, economic conditions or other conditions outside of our control affecting anticipated future global product sourcing levels. |
|
|
• |
Ability to carry out future acquisitions and strategic investments in our core businesses as well as the acquisition related costs. |
|
|
• |
Unanticipated difficulties integrating acquisitions as well as the realization of expected synergies and benefits anticipated when we first enter into a transaction. |
|
|
• |
The ability of governments to meet their financial obligations. |
|
|
• |
Political unrest in foreign countries. |
|
|
• |
Natural disasters. |
|
|
• |
Future repurchases of common stock under our common stock repurchase program. |
|
|
• |
Changes in accounting principles, interpretations, or estimates. |
|
|
• |
The outcome of environmental, legal and tax contingencies or costs compared to amounts provided for such contingencies. |
|
|
• |
Adverse changes in foreign currency exchange rates and the potential use of hedging instruments to hedge the exposure to fluctuating rates of foreign currency exchange on inventory purchases. |
|
|
• |
Other factors described in our SEC filings, including the “Business”, “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in this Annual Report on Form 10-K for the year ended December 31, 2013. |
Any such forward-looking statements are not guarantees
of future performances and actual results, developments and business decisions may differ from those contemplated by such forward-looking
statements. The Company disclaims any duty to update any forward-looking statement, all of which are expressly qualified by the
foregoing, other than as required by law.
ITEM 7A |
Quantitative and Qualitative Disclosures
about Market Risk |
In the operation of our business, we have various exposures
to areas of risk related to factors within and outside the control of management. Significant areas of risk and our strategies
to manage the exposure are discussed below.
We manufacture and/or assemble our products in the United
States, Canada, Switzerland, Puerto Rico, Mexico, China, Italy, UK, Brazil and Australia and sell products in those markets as
well as through offices in Singapore, China, India, Mexico, South Korea and countries in the Middle East. Hubbell also participates
in joint ventures in Taiwan and Hong Kong. Shipments from non-U.S. subsidiaries as a percentage of the Company’s total net
sales were 16% in 2013 and 17% in both 2012 and 2011. Our Canada operations represent 30%, UK 24%, Brazil 12%, and all other countries
34% of total 2013 international sales. As such, our operating results could be affected by changes in foreign currency exchange
rates or weak economic conditions in the foreign markets in which we sell our products. To manage this exposure, we closely monitor
the working capital requirements of our international units and may enter into forward foreign exchange contracts. Further discussion
of forward exchange contracts can be found in Note 14 – Fair Value Measurement in the Notes to Consolidated Financial Statements.
Product purchases representing approximately 15% of our
net sales are sourced from unaffiliated suppliers located outside the United States, primarily in China and other Asian countries,
Europe and Brazil. We are continuously seeking to expand this activity, particularly related to purchases from low cost areas of
the world. Foreign sourcing of products may result in unexpected fluctuations in product cost or increased risk of business interruption
due to lack of product or component availability due to any one of the following:
• |
Political or economic uncertainty in the source country |
|
|
• |
Fluctuations in the rate of exchange between the U.S. dollar and the currencies of the source countries |
|
|
• |
Increased logistical complexity including supply chain interruption or delay, port of departure or entry disruption and overall time to market |
|
|
• |
Loss of proprietary information |
|
|
• |
Product quality issues outside the control of the Company |
We have developed plans that address many of these risks.
Such actions include careful selection of products to be outsourced and the suppliers selected; ensuring multiple sources of supply;
limiting concentrations of activity by port, broker, freight forwarder, etc.; processes related to quality control; and maintaining
control over operations, technologies and manufacturing deemed to provide competitive advantage. Many of our businesses have a
dependency on certain basic raw materials needed to produce their products including steel, aluminum, brass, copper, bronze, plastics,
phenols, zinc, nickel, elastomers and petrochemicals as well as purchased electrical and electronic components. Our financial results
could be affected by the availability and changes in prices of these materials and components.
Certain of these materials are sourced from a limited
number of suppliers. These materials are also key source materials for many other companies in our industry and within the universe
of industrial manufacturers in general. As such, in periods of rising demand for these materials, we may experience both increased
costs and/or limited supply. These conditions can potentially result in our inability to acquire these key materials on a timely
basis to produce our products and satisfy our incoming sales orders. Similarly, the cost of these materials can rise suddenly and
result in materially higher costs of producing our products. We believe we have adequate primary and secondary sources of supply
for each of our key materials and that, in periods of rising prices, we expect to recover a majority of the increased cost in the
form of higher selling prices. However, recoveries typically lag the effect of cost increases due to the nature of our markets.
Our financial results are subject to interest rate fluctuations
to the extent there is a difference between the amount of our interest-earning assets and the amount of interest-bearing liabilities.
The principal objectives of our investment management activities are to preserve capital while earning net investment income that
is commensurate with acceptable levels of interest rate, default and liquidity risk taking into account our funding needs. As part
of our investment management strategy, we may use derivative financial products such as interest rate hedges and interest rate
swaps.
HUBBELL
INCORPORATED - Form 10-K |
22 |
From time to time or when required, we issue commercial
paper, which exposes us to changes in interest rates. Our cash position includes amounts denominated in foreign currencies. We
manage our worldwide cash requirements by considering available funds held by our subsidiaries and the cost effectiveness with
which these funds can be accessed.
We continually evaluate risk retention and insurance
levels for product liability, property damage and other potential exposures to risk. We devote significant effort to maintaining
and improving safety and internal control programs, which are intended to reduce our exposure to
certain risks. We determine the level of insurance coverage and the likelihood of a loss and believe that the current levels of
risk retention are consistent with those of comparable companies in the industries in which we operate. There can be no assurance
that we will not incur losses beyond the limits of our insurance. However, our liquidity, financial position and profitability
are not expected to be materially affected by the levels of risk retention that we accept.
The following table presents cost information related
to fixed rate interest risk sensitive instruments by maturity at December 31, 2013 (dollars in millions):
| |
2014 | | |
2015 | | |
2016 | | |
2017 | | |
2018 | | |
Thereafter | | |
Total | | |
Fair Value
12/31/13 | |
ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Available-for-sale investments | |
$ | 10.0 | | |
$ | 6.4 | | |
$ | 4.2 | | |
$ | 4.1 | | |
$ | 3.7 | | |
$ | 9.6 | | |
$ | 38.0 | | |
$ | 38.6 | |
Avg. interest rate | |
| 4.50 | % | |
| 4.66 | % | |
| 5.00 | % | |
| 4.98 | % | |
| 5.24 | % | |
| 4.88 | % | |
| | | |
| | |
LIABILITIES | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Long-term debt | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 299.0 | | |
$ | 298.2 | | |
$ | 597.2 | | |
$ | 631.0 | |
Avg. interest rate | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5.95 | % | |
| 3.63 | % | |
| | | |
| | |
We use derivative financial instruments only if they are matched with a specific
asset, liability, or proposed future transaction. We do not speculate or use leverage when trading a financial derivative product.
See also Note 6 – Investments and Note 11 – Debt in the Notes to Consolidated Financial Statements.
HUBBELL
INCORPORATED - Form 10-K |
23 |
HUBBELL
INCORPORATED - Form 10-K |
24 |
ITEM 8 |
Financial Statements
and Supplementary Data |
All other schedules are omitted because they are not applicable or
the required information is shown in the consolidated financial statements or notes thereto.
HUBBELL
INCORPORATED - Form 10-K |
25 |
Report of Management
Report on Management’s Responsibility for Financial Statements
Our management is responsible for the preparation, integrity and fair
presentation of its published financial statements. The financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and include amounts based on informed judgments made by management.
We believe it is critical to provide investors and other users of
our financial statements with information that is relevant, objective, understandable and timely, so that they can make informed
decisions. As a result, we have established and maintain systems and practices and internal control processes designed to provide
reasonable, but not absolute, assurance that transactions are properly executed and recorded and that our policies and procedures
are carried out appropriately. Management strives to recruit, train and retain high quality people to ensure that controls are
designed, implemented and maintained in a high-quality, reliable manner.
Our independent registered public accounting firm audited our financial
statements and the effectiveness of our internal control over financial reporting in accordance with standards established by the
Public Company Accounting Oversight Board (United States). Their report appears on the next page within this Annual Report on Form
10-K.
Our Board of Directors normally meets at least five times per year
to provide oversight, to review corporate strategies and operations, and to assess management’s conduct of the business.
The Audit Committee of our Board of Directors (which meets approximately eight times per year) is comprised of at least three individuals
all of whom must be “independent” under current New York Stock Exchange listing standards and regulations adopted by
the SEC under the federal securities laws. The Audit Committee meets regularly with our internal auditors and independent registered
public accounting firm, as well as management to review, among other matters, accounting, auditing, internal controls and financial
reporting issues and practices. Both the internal auditors and independent registered public accounting firm have full, unlimited
access to the Audit Committee.
Management’s Annual Report on Internal Control over Financial
Reporting
Management is responsible for establishing
and maintaining adequate systems of internal control over financial reporting as defined by Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external reporting purposes in accordance with generally accepted accounting principles. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness
of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the
criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (1992). Based on this assessment, management concluded that our internal control over financial
reporting was effective at a reasonable assurance level as of December 31, 2013.
The effectiveness of our internal control over financial reporting
as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated
in their report which is included on the next page within this Annual Report on Form 10-K.
/s/ DAVID G. NORD |
|
/s/ WILLIAM R. SPERRY |
David G. Nord |
|
William R. Sperry |
President and Chief Executive Officer |
|
Senior Vice President
and Chief Financial Officer |
HUBBELL
INCORPORATED - Form 10-K |
26 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Hubbell Incorporated:
In our opinion, the consolidated financial statements
listed in the accompanying index present fairly, in all material respects, the financial position of Hubbell Incorporated and
its subsidiaries (the “Company”) at December 31, 2013 and 2012, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted
in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework
1992 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management
is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions
on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial
reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective internal control over financial reporting
was maintained in all material respects. Our audits of the financial statements included 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.
Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
February 18, 2014
HUBBELL
INCORPORATED - Form 10-K |
27 |
Consolidated Statement of Income
| |
Year Ended December 31, | |
(in millions, except per share amounts) | |
2013 | | |
2012 | | |
2011 | |
Net sales | |
$ | 3,183.9 | | |
$ | 3,044.4 | | |
$ | 2,871.6 | |
Cost of goods sold | |
| 2,113.4 | | |
| 2,032.2 | | |
| 1,947.9 | |
Gross profit | |
| 1,070.5 | | |
| 1,012.2 | | |
| 923.7 | |
Selling & administrative expenses | |
| 562.9 | | |
| 540.4 | | |
| 499.9 | |
Operating income | |
| 507.6 | | |
| 471.8 | | |
| 423.8 | |
Interest expense | |
| (30.8 | ) | |
| (30.8 | ) | |
| (30.9 | ) |
Investment income | |
| 1.3 | | |
| 1.8 | | |
| 1.3 | |
Other expense, net | |
| (4.3 | ) | |
| (1.0 | ) | |
| (4.4 | ) |
Total other expense | |
| (33.8 | ) | |
| (30.0 | ) | |
| (34.0 | ) |
Income before income taxes | |
| 473.8 | | |
| 441.8 | | |
| 389.8 | |
Provision for income taxes | |
| 144.0 | | |
| 139.7 | | |
| 119.6 | |
Net income | |
| 329.8 | | |
| 302.1 | | |
| 270.2 | |
Less: Net income attributable to noncontrolling interest | |
| 3.3 | | |
| 2.4 | | |
| 2.3 | |
NET INCOME ATTRIBUTABLE TO HUBBELL | |
$ | 326.5 | | |
$ | 299.7 | | |
$ | 267.9 | |
Earnings per share | |
| | | |
| | | |
| | |
Basic | |
$ | 5.51 | | |
$ | 5.05 | | |
$ | 4.47 | |
Diluted | |
$ | 5.47 | | |
$ | 5.00 | | |
$ | 4.42 | |
See notes
to consolidated financial statements. | |
Consolidated Statement of Comprehensive Income
| |
Year Ended December 31, | |
(in millions) | |
2013 | | |
2012 | | |
2011 | |
Net income | |
$ | 329.8 | | |
$ | 302.1 | | |
$ | 270.2 | |
Other comprehensive income (loss): | |
| | | |
| | | |
| | |
Foreign currency translation adjustments | |
| (15.0 | ) | |
| 8.3 | | |
| (12.1 | ) |
Pension and post
retirement benefit plans’ service costs and net actuarial gains (losses), net of taxes of $(38.7), $(14.2) and
$36.0 | |
| 63.1 | | |
| 23.6 | | |
| (58.1 | ) |
Unrealized (loss) gain on investments, net of taxes of $0.2, $0.1 and $(0.3) | |
| (0.3 | ) | |
| (0.3 | ) | |
| 0.5 | |
Unrealized gain (loss) on cash flow hedges, net of taxes of $(0.1), $0.2 and $(0.3) | |
| 0.3 | | |
| (0.3 | ) | |
| 0.6 | |
Other comprehensive income (loss) | |
| 48.1 | | |
| 31.3 | | |
| (69.1 | ) |
Comprehensive income | |
| 377.9 | | |
| 333.4 | | |
| 201.1 | |
Less: Comprehensive income attributable to noncontrolling interest | |
| 3.3 | | |
| 2.4 | | |
| 2.3 | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO HUBBELL | |
$ | 374.6 | | |
$ | 331.0 | | |
$ | 198.8 | |
See notes to consolidated financial statements.
HUBBELL
INCORPORATED - Form 10-K |
28 |
Consolidated Balance Sheet
| |
At December 31, |
(In
millions, except share amounts) | |
2013 | | |
2012 | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 740.7 | | |
$ | 645.0 | |
Short-term investments | |
| 10.1 | | |
| 8.8 | |
Accounts receivable, net | |
| 440.9 | | |
| 405.2 | |
Inventories, net | |
| 385.7 | | |
| 341.7 | |
Deferred taxes and other | |
| 55.0 | | |
| 55.5 | |
Total Current Assets | |
| 1,632.4 | | |
| 1,456.2 | |
Property, Plant, and Equipment, net | |
| 377.1 | | |
| 364.7 | |
Other Assets | |
| | | |
| | |
Investments | |
| 35.8 | | |
| 36.7 | |
Goodwill | |
| 800.4 | | |
| 755.5 | |
Intangible assets, net | |
| 286.6 | | |
| 288.1 | |
Other long-term assets | |
| 54.9 | | |
| 45.8 | |
TOTAL ASSETS | |
$ | 3,187.2 | | |
$ | 2,947.0 | |
LIABILITIES
AND EQUITY | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Short-term debt | |
$ | 0.3 | | |
$ | - | |
Accounts payable | |
| 225.9 | | |
| 213.1 | |
Accrued salaries, wages and employee benefits | |
| 74.7 | | |
| 75.4 | |
Accrued insurance | |
| 41.8 | | |
| 39.6 | |
Other accrued liabilities | |
| 124.3 | | |
| 119.3 | |
Total Current Liabilities | |
| 467.0 | | |
| 447.4 | |
Long-term Debt | |
| 597.2 | | |
| 596.7 | |
Other Non-Current Liabilities | |
| 208.2 | | |
| 235.0 | |
TOTAL LIABILITIES | |
| 1,272.4 | | |
| 1,279.1 | |
Commitments and Contingencies (see Note 15) | |
| | | |
| | |
Hubbell Shareholders’ Equity | |
| | | |
| | |
Common stock, par value $.01 | |
| | | |
| | |
Class A - Authorized 50,000,000 shares, outstanding 7,167,506 and 7,167,506 shares | |
| 0.1 | | |
| 0.1 | |
Class B - Authorized 150,000,000 shares, outstanding 52,005,492 and 52,069,205 shares | |
| 0.5 | | |
| 0.5 | |
Additional paid-in capital | |
| 44.2 | | |
| 64.0 | |
Retained earnings | |
| 1,932.6 | | |
| 1,715.7 | |
Accumulated other comprehensive loss | |
| (71.0 | ) | |
| (119.1 | ) |
Total Hubbell Shareholders’ Equity | |
| 1,906.4 | | |
| 1,661.2 | |
Noncontrolling interest | |
| 8.4 | | |
| 6.7 | |
Total Equity | |
| 1,914.8 | | |
| 1,667.9 | |
TOTAL LIABILITIES AND EQUITY | |
$ | 3,187.2 | | |
$ | 2,947.0 | |
See notes to consolidated financial statements.
HUBBELL
INCORPORATED - Form 10-K |
29 |
Consolidated Statement of Cash Flows
| |
Year Ended December 31, | |
(In millions) | |
2013 | | |
2012 | | |
2011 | |
Cash Flows from Operating Activities | |
| | | |
| | | |
| | |
Net income | |
$ | 329.8 | | |
$ | 302.1 | | |
$ | 270.2 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 70.6 | | |
| 66.8 | | |
| 68.2 | |
Deferred income taxes | |
| 13.3 | | |
| 27.5 | | |
| 18.8 | |
Stock-based compensation | |
| 14.3 | | |
| 15.8 | | |
| 15.1 | |
Tax benefit on stock-based awards | |
| (8.4 | ) | |
| (15.6 | ) | |
| (8.2 | ) |
Loss (gain) on sale of assets | |
| 0.2 | | |
| 0.4 | | |
| (3.9 | ) |
Changes in assets and liabilities, net of acquisitions: | |
| | | |
| | | |
| | |
Increase in accounts receivable | |
| (30.9 | ) | |
| (1.8 | ) | |
| (51.6 | ) |
Increase in inventories | |
| (25.9 | ) | |
| (11.8 | ) | |
| (16.4 | ) |
Increase (decrease) in current liabilities | |
| 1.7 | | |
| (31.7 | ) | |
| 46.5 | |
Changes in other assets and liabilities, net | |
| 15.8 | | |
| 20.7 | | |
| 22.8 | |
Contributions to qualified defined benefit pension plans | |
| (3.2 | ) | |
| (22.6 | ) | |
| (22.7 | ) |
Other, net | |
| 4.5 | | |
| (0.7 | ) | |
| (3.8 | ) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | |
| 381.8 | | |
| 349.1 | | |
| 335.0 | |
Cash Flows from Investing Activities | |
| | | |
| | | |
| | |
Capital expenditures | |
| (58.8 | ) | |
| (49.1 | ) | |
| (55.4 | ) |
Acquisitions, net of cash acquired | |
| (96.5 | ) | |
| (90.7 | ) | |
| (29.6 | ) |
Receipt of escrow funds from acquisition | |
| - | | |
| 6.8 | | |
| - | |
Purchases of available-for-sale investments | |
| (11.1 | ) | |
| (9.5 | ) | |
| (23.8 | ) |
Proceeds from sales of available-for-sale investments | |
| 10.5 | | |
| 19.4 | | |
| 9.4 | |
Proceeds from disposition of assets | |
| 3.4 | | |
| 4.8 | | |
| 9.6 | |
Other, net | |
| 1.4 | | |
| 2.2 | | |
| 3.3 | |
NET CASH USED IN INVESTING ACTIVITIES | |
| (151.1 | ) | |
| (116.1 | ) | |
| (86.5 | ) |
Cash Flows from Financing Activities | |
| | | |
| | | |
| | |
Issuance of short-term debt | |
| 0.4 | | |
| 0.2 | | |
| 1.4 | |
Payment of short-term debt | |
| (0.1 | ) | |
| (3.1 | ) | |
| - | |
Debt issuance costs | |
| - | | |
| - | | |
| (1.1 | ) |
Payment of dividends | |
| (109.5 | ) | |
| (122.3 | ) | |
| (90.1 | ) |
Payment of dividends to noncontrolling interest | |
| (1.5 | ) | |
| (1.3 | ) | |
| (0.9 | ) |
Proceeds from exercise of stock options | |
| 2.4 | | |
| 24.8 | | |
| 21.9 | |
Tax benefit on stock-based awards | |
| 8.4 | | |
| 15.6 | | |
| 8.2 | |
Acquisition of common shares | |
| (31.0 | ) | |
| (75.6 | ) | |
| (137.7 | ) |
NET CASH USED IN FINANCING ACTIVITIES | |
| (130.9 | ) | |
| (161.7 | ) | |
| (198.3 | ) |
Effect of foreign currency exchange rate changes on cash and cash equivalents | |
| (4.1 | ) | |
| 4.1 | | |
| (1.3 | ) |
Increase in cash and cash equivalents | |
| 95.7 | | |
| 75.4 | | |
| 48.9 | |
Cash and cash equivalents, beginning of year | |
| 645.0 | | |
| 569.6 | | |
| 520.7 | |
Cash and cash equivalents, end of year | |
$ | 740.7 | |
| $ | 645.0 | |
| $ | 569.6 | |
See
notes to consolidated financial statements.
HUBBELL
INCORPORATED - Form 10-K |
30 |
Consolidated Statement of Changes in Equity
| |
For the Three Years Ended December 31, 2013, 2012 and 2011 | |
| |
| | |
| | |
| | |
| | |
Accumulated | | |
| | |
| |
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Other | | |
Total Hubbell | | |
Non- | |
(In millions, except per | |
Common | | |
Common | | |
Paid-In | | |
Retained | | |
Comprehensive | | |
Shareholders’ | | |
controlling | |
share amounts) | |
Stock | | |
Stock | | |
Capital | | |
Earnings | | |
Income (Loss) | | |
Equity | | |
interest | |
BALANCE AT DECEMBER 31, 2010 | |
$ | 0.1 | | |
$ | 0.5 | | |
$ | 201.3 | | |
$ | 1,338.6 | | |
$ | (81.3 | ) | |
$ | 1,459.2 | | |
$ | 4.3 | |
Net income | |
| | | |
| | | |
| | | |
| 267.9 | | |
| | | |
| 267.9 | | |
| 2.3 | |
Other comprehensive (loss) income | |
| | | |
| | | |
| | | |
| | | |
| (69.1 | ) | |
| (69.1 | ) | |
| | |
Stock-based compensation | |
| | | |
| | | |
| 15.1 | | |
| | | |
| | | |
| 15.1 | | |
| | |
Exercise of stock options | |
| | | |
| | | |
| 21.9 | | |
| | | |
| | | |
| 21.9 | | |
| | |
Income tax windfall from stock-based awards, net | |
| | | |
| | | |
| 8.1 | | |
| | | |
| | | |
| 8.1 | | |
| | |
Acquisition/surrender of common shares | |
| | | |
| | | |
| (144.6 | ) | |
| | | |
| | | |
| (144.6 | ) | |
| | |
Cash dividends declared ($1.52 per Class
A & B shares) | |
| | | |
| | | |
| | | |
| (90.7 | ) | |
| | | |
| (90.7 | ) | |
| | |
Dividends to noncontrolling interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (0.9 | ) |
BALANCE AT DECEMBER 31, 2011 | |
| 0.1 | | |
| 0.5 | | |
| 101.8 | | |
| 1,515.8 | | |
| (150.4 | ) | |
| 1,467.8 | | |
| 5.7 | |
Net income | |
| | | |
| | | |
| | | |
| 299.7 | | |
| | | |
| 299.7 | | |
| 2.4 | |
Other comprehensive (loss) income | |
| | | |
| | | |
| | | |
| | | |
| 31.3 | | |
| 31.3 | | |
| | |
Stock-based compensation | |
| | | |
| | | |
| 15.4 | | |
| | | |
| | | |
| 15.4 | | |
| | |
Exercise of stock options | |
| | | |
| | | |
| 24.8 | | |
| | | |
| | | |
| 24.8 | | |
| | |
Income tax windfall from stock-based awards, net | |
| | | |
| | | |
| 15.1 | | |
| | | |
| | | |
| 15.1 | | |
| | |
Acquisition/surrender of common shares | |
| | | |
| | | |
| (93.1 | ) | |
| | | |
| | | |
| (93.1 | ) | |
| | |
Cash dividends declared ($1.68 per Class
A & B shares) | |
| | | |
| | | |
| | | |
| (99.8 | ) | |
| | | |
| (99.8 | ) | |
| | |
Dividends to noncontrolling interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1.4 | ) |
BALANCE AT DECEMBER 31, 2012 | |
| 0.1 | | |
| 0.5 | | |
| 64.0 | | |
| 1,715.7 | | |
| (119.1 | ) | |
| 1,661.2 | | |
| 6.7 | |
Net income | |
| | | |
| | | |
| | | |
| 326.5 | | |
| | | |
| 326.5 | | |
| 3.3 | |
Other comprehensive (loss) income | |
| | | |
| | | |
| | | |
| | | |
| 48.1 | | |
| 48.1 | | |
| | |
Stock-based compensation | |
| | | |
| | | |
| 13.5 | | |
| | | |
| | | |
| 13.5 | | |
| | |
Exercise of stock options | |
| | | |
| | | |
| 2.4 | | |
| | | |
| | | |
| 2.4 | | |
| | |
Income tax windfall from stock-based awards, net | |
| | | |
| | | |
| 8.4 | | |
| | | |
| | | |
| 8.4 | | |
| | |
Acquisition/surrender of common shares | |
| | | |
| | | |
| (44.1 | ) | |
| | | |
| | | |
| (44.1 | ) | |
| | |
Cash
dividends declared ($1.85 per Class A & B shares) | |
| | | |
| | | |
| | | |
| (109.6 | ) | |
| | | |
| (109.6 | ) | |
| | |
Dividends to noncontrolling interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1.6 | ) |
BALANCE AT DECEMBER 31, 2013 | |
$ | 0.1 | | |
$ | 0.5 | | |
$ | 44.2 | | |
$ | 1,932.6 | | |
$ | (71.0 | ) | |
$ | 1,906.4 | | |
$ | 8.4 | |
See notes to consolidated
financial statements.
HUBBELL
INCORPORATED - Form 10-K |
31 |
Notes to Consolidated Financial Statements
NOTE 1 |
Significant Accounting Policies |
Basis of Presentation
The accompanying consolidated financial statements of the Company
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Reclassifications
Certain reclassifications have been made in prior year financial
statements and notes to conform to the current year presentation.
Principles of Consolidation
The Consolidated Financial Statements include all wholly owned
subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company participates in two joint
ventures, one of which is accounted for using the equity method, the other has been consolidated in accordance with the consolidation
accounting guidance. An analysis is performed to determine which reporting entity, if any, has a controlling financial interest
in a variable interest entity (“VIE”) with a primarily qualitative analysis. The qualitative analysis is based on identifying
the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance
(the “power criterion”) and the obligation to absorb losses from or the right to receive benefits of the VIE that could
potentially be significant to the VIE (the “losses/benefit criterion”). The party that meets both these criteria is
deemed to have a controlling financial interest. The party with the controlling financial interest is considered to be the primary
beneficiary and as a result is required to consolidate the VIE. The Company has a 50% interest in a joint venture in Hong Kong,
established as Hubbell Asia Limited (“HAL”). The principal objective of HAL is to manage the operations of its wholly-owned
manufacturing company in China. Under the accounting guidance, the Company is the primary beneficiary of HAL and as a result consolidates
HAL. This determination is based on the fact that HAL’s sole business purpose is to manufacture product exclusively for the
Company (the power criterion) and the Company is financially responsible for ensuring HAL maintains a fixed operating margin (the
losses/benefit criterion). The consolidation of HAL is not material to the Company’s consolidated financial statements.
Use of Estimates
The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements
and accompanying Notes to Consolidated Financial Statements. Actual results could differ from the estimates that are used.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed and determinable and collection is probable. Product is considered
delivered to the customer once it has been shipped and title and risk of loss have been transferred. The majority of the Company’s
revenue is recognized at the time of shipment. The Company recognizes less than one percent of total annual consolidated net revenue from post shipment obligations and service
contracts, primarily within the Electrical segment. Revenue is recognized under these contracts when the service is completed and
all conditions of sale have been met. In addition, within the Electrical segment, certain businesses sell large and complex equipment
which requires construction and assembly and occasionally has long lead times. It is customary in these businesses to require a
portion of the selling price to be paid in advance of construction. These payments are treated as deferred revenue and are classified
in Other accrued liabilities in the Consolidated Balance Sheet. Once the equipment is shipped to the customer and meets the revenue
recognition criteria, the deferred revenue is recognized in the Consolidated Statement of Income.
Further, certain of our businesses account for sales discounts
and allowances based on sales volumes, specific programs and customer deductions, as is customary in the electrical products industry.
These items primarily relate to sales volume incentives, special pricing allowances, and returned goods. Sales volume incentives
represent rebates with specific sales volume targets for specific customers. Certain distributors qualify for price rebates by
subsequently reselling the Company’s products into select channels of end users. Following a distributor’s sale of
an eligible product, the distributor submits a claim for a price rebate. Customers also have a right to return goods under certain
circumstances which are reasonably estimable by affected businesses. Customer returns have historically ranged from 1%-3% of gross
sales.
These arrangements require us to estimate at the time of sale
the amounts that should not be recorded as revenue as these amounts are not expected to be collected from customers. The Company
principally relies on historical experience, specific customer agreements and anticipated future trends to estimate these amounts
at the time of shipment.
Shipping and Handling Fees and Costs
The Company records shipping and handling costs as part of Cost
of goods sold in the Consolidated Statement of Income. Any amounts billed to customers for reimbursement of shipping and handling
are included in Net sales in the Consolidated Statement of Income.
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
exchange rates 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 Accumulated other comprehensive loss within Hubbell shareholders’
equity. Gains and losses from foreign currency transactions are included in results of operations.
Cash and Cash Equivalents
The carrying value of cash equivalents approximates fair value.
Cash equivalents consist of highly liquid investments with original maturities of three months or less.
HUBBELL INCORPORATED - Form 10-K |
32 |
Investments
Investments in debt and equity securities are classified by individual
security as available-for-sale, held-to-maturity or trading investments. Our available-for-sale investments, consisting of municipal
bonds, are carried on the balance sheet at fair value with current period adjustments to carrying value recorded in Accumulated
other comprehensive loss within Hubbell shareholders’ equity, net of tax. Realized gains and losses are recorded in income
in the period of sale. The Company’s trading investments are carried on the balance sheet at fair value and consist primarily
of debt and equity mutual funds. Gains and losses associated with these trading investments are reflected in the results of operations.
The Company did not have any investments classified as held-to-maturity as of December 31, 2013 and 2012.
Accounts Receivable and Allowances
Trade accounts receivable are recorded at the invoiced amount
and generally do not bear interest. The allowance for doubtful accounts is based on an estimated amount of probable credit losses
in existing accounts receivable. The allowance is calculated based upon a combination of historical write-off experience, fixed
percentages applied to aging categories and specific identification based upon a review of past due balances and problem accounts.
Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer
be pursued. The Company also maintains a reserve for credit memos, cash discounts and product returns which are principally calculated
based upon historical experience, specific customer agreements, as well as anticipated future trends.
Inventories
Inventories are stated at the lower of cost or market value. The
cost of substantially all domestic inventories (approximately 85% of total net inventory value) is determined utilizing the last-in,
first-out (LIFO) method of inventory accounting. The cost of foreign inventories and certain domestic inventories is determined
utilizing average cost or first-in, first-out (FIFO) methods of inventory accounting. Reserves for excess and obsolete inventory
are provided based on current assessments about future demand compared to on-hand quantities.
Property, Plant, and Equipment
Property, plant and equipment values are stated at cost less accumulated
depreciation. Maintenance and repair expenditures that do not significantly increase the life of an asset are charged to expense
when incurred. Property, plant and equipment placed in service prior to January 1, 1999 are depreciated over their estimated
useful lives, principally using accelerated methods. Assets placed in service subsequent to January 1, 1999 are depreciated
over their estimated useful lives, using straight-line methods. Leasehold improvements are amortized over the shorter of their
economic lives or the lease term. Gains and losses arising on the disposal of property, plant and equipment are included in Operating
income in the Consolidated Statement of Income.
Capitalized Computer Software Costs
Capitalized computer software costs, net of amortization, were
$10.9 million and $8.7 million at December 31, 2013 and 2012, respectively. This balance is reflected in Other long-term assets
in the Consolidated Balance Sheet. Capitalized computer software costs primarily consist of purchased materials and services. Software
is amortized on a straight-line basis over appropriate periods, generally five years. The Company recorded amortization expense
of $4.3 million, $3.5 million and $4.8 million in 2013, 2012 and 2011, respectively, relating to capitalized computer software.
Goodwill and Other Intangible Assets
Goodwill represents costs in excess of fair values assigned to
the underlying net assets of acquired companies. Indefinite-lived intangible assets and goodwill are subject to annual impairment
testing using the specific guidance and criteria described in the accounting guidance. The Company performs its goodwill impairment
testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. The Company
has elected to utilize the two step goodwill impairment testing process as prescribed in the accounting guidance. Step 1 compares
the fair value of the Company’s reporting units to their carrying values. If the fair value of the reporting unit exceeds
its carrying value, no further analysis is necessary. If the carrying value of the reporting unit exceeds its fair value, Step
2 must be completed to quantify the amount of impairment.
Goodwill impairment testing requires judgment, including the identification
of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit.
Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining
appropriate discount rates and other assumptions. The Company uses internal discounted cash flow estimates to determine fair value.
These cash flow estimates are derived from historical experience and future long-term business plans and the application of an
appropriate discount rate. Changes in these estimates and assumptions could materially affect the determination of fair value and/or
goodwill impairment for each reporting unit. The Company’s estimated aggregate fair value of its reporting units are reasonable
when compared to the Company’s market capitalization on the valuation date.
As of April 1, 2013, the impairment testing resulted in implied
fair values for each reporting unit that exceeded the reporting unit’s carrying value, including goodwill. The Company did
not have any reporting units at risk of failing Step 1 of the impairment test as the excess of the estimated fair value over carrying
value (expressed as a percentage of carrying value) ranged from approximately 100% to approximately 400% for the respective reporting
units. Additionally, the Company did not have any reporting units with zero or negative carrying amounts. The Company has not recorded
any goodwill impairments since the initial adoption of the accounting guidance in 2002.
The Company’s intangible assets consist primarily of patents,
tradenames and customer relationships. Intangible assets with definite lives are being amortized over periods generally ranging
from 5-30 years. These definite lived intangibles are tested for impairment whenever events or circumstances indicate that the
carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of
an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The Company did not record
any impairments related to its definite lived intangible assets in 2013, 2012 or 2011. The Company also has some tradenames that
are considered to be indefinite-lived intangible assets. These indefinite-lived are not amortized and are tested for impairment
annually, unless circumstances dictate the need for more frequent assessment.
In 2012, the accounting guidance related to testing indefinite
lived intangible assets, other than goodwill, for impairment was amended. The amendment provides entities an option of performing
a qualitative assessment before calculating the fair value of the asset. If the entity determines, on the basis of certain qualitative
factors, that it is more-likely-than-not that the asset is not impaired, the entity would not need to calculate the fair value
of the asset. The Company elected to bypass the qualitative assessment and proceeded directly to the determination of fair value
of its indefinite lived intangibles which resulted in no impairment in 2013, 2012 or 2011.
Other Long-Lived Assets
The Company reviews depreciable long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in
circumstances occurs,
HUBBELL
INCORPORATED - Form 10-K |
33 |
the related estimated future undiscounted cash flows expected
to result from the use of the asset group and its eventual disposition is compared to the carrying amount. If the sum of the expected
cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount
by which the carrying amount exceeds the fair value of the asset. The fair value of impaired assets is determined using expected
cash flow estimates, quoted market prices when available and appraisals as appropriate. The Company did not record any material
impairment charges in 2013, 2012 or 2011.
Accrued Insurance
The Company retains a significant portion of the risks associated
with workers’ compensation, medical, automobile and general liability insurance. The Company estimates self-insurance liabilities
using a number of factors, including historical claims experience, demographic factors, severity factors and other actuarial assumptions.
The accrued liabilities associated with these programs are based on the Company’s estimate of the ultimate costs to settle
known claims as well as claims incurred but not reported as of the balance sheet date. The Company periodically reviews the assumptions
with a third party actuary to determine the adequacy of these self-insurance reserves.
Income Taxes
The Company operates within multiple taxing jurisdictions and
is subject to audit in these jurisdictions. The IRS and other tax authorities routinely review the Company’s tax returns.
These audits can involve complex issues which may require an extended period of time to resolve. The Company makes adequate provisions
for best estimates of exposures on previously filed tax returns. Deferred income taxes are recognized for the tax consequence of
differences between financial statement carrying amounts and the tax basis of assets and liabilities by applying the currently
enacted statutory tax rates in accordance with the accounting guidance for income taxes. The effect of a change in statutory tax
rates is recognized in the period that includes the enactment date. Additionally, deferred tax assets are required to be reduced
by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized.
The Company uses factors to assess the likelihood of realization of deferred tax assets such as the forecast of future taxable
income and available tax planning strategies that could be implemented to realize the deferred tax assets.
In addition, the accounting guidance prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of the tax position taken or expected
to be taken in a tax return. For any amount of benefit to be recognized, it must be determined that it is more-likely-than-not
that a tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The
amount of benefit to be recognized is based on the Company’s assertion of the most likely outcome resulting from an examination,
including resolution of any related appeals or litigation processes. Companies are required to adjust their financial statements
to reflect only those tax positions that are more-likely-than-not to be sustained. See also Note 12 — Income Taxes.
Research and Development
Research and development expenditures represent costs to discover
and/or apply new knowledge in developing a new product, process, or in bringing about a significant improvement to an existing
product or process. Research and development expenses are recorded as a component of Cost of goods sold. Expenses for research
and development were approximately 2% of Cost of goods sold for each of the years 2013, 2012 and 2011.
Retirement Benefits
The Company maintains various defined benefit pension plans for
some of its U.S. and foreign employees. The accounting guidance for retirement benefits requires the Company to recognize
the funded status of its defined benefit pension and postretirement plans as an asset or liability in the Consolidated Balance Sheet. Gains or losses, prior service costs or credits,
and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of the year are
recognized as components of Accumulated other comprehensive loss, net of tax, within Hubbell shareholders’ equity. The Company’s
policy is to fund pension costs within the ranges prescribed by applicable regulations. In addition to providing defined benefit
pension benefits, the Company provides health care and life insurance benefits for some of its active and retired employees. The
Company’s policy is to fund these benefits through insurance premiums or as actual expenditures are made. See also Note 10
— Retirement Benefits.
Earnings Per Share
The earnings per share accounting guidance requires use of the
two-class method in determining earnings per share. The two-class method is an earnings allocation formula that determines earnings
per share for common stock and participating securities. Restricted stock granted by the Company is considered a participating
security since it contains a non-forfeitable right to dividends. Basic earnings per share is calculated as net income available
to common shareholders divided by the weighted average number of shares of common stock outstanding. Earnings per diluted share
is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding of common
stock plus the incremental shares outstanding assuming the exercise of dilutive stock options, stock appreciation rights and performance
shares. See also Note 18 — Earnings Per Share.
Stock-Based Compensation
The Company recognizes the grant-date fair
value of all stock-based awards on a straight-line basis over their respective requisite service periods (generally equal to an
award’s vesting period), except for performance-based restricted stock awards which are expensed using the graded vesting
attribution method. A stock-based award is considered vested for expense attribution purposes when the retention of the award
is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for
awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is
achieved, if less than the stated vesting period. The expense is recorded in Cost of goods sold and S&A expense in the Consolidated
Statement of Income based on the recipients’ respective functions within the organization.
The Company records deferred tax assets for awards that will result
in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction
in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and
the actual tax deduction reported in the Company’s tax return are recorded to Additional paid-in capital to the extent that
previously recognized credits to paid-in capital are still available. See also Note 17 — Stock-Based Compensation.
Derivatives
In order to limit financial risk in the management of its assets,
liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest
rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability
or proposed transaction. The Company does not speculate or use leverage when trading a derivative product. Market value gains or
losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying
asset or liability are recognized in income. See Note 14 – Fair Value Measurement for more information regarding our derivative
instruments.
Recent Accounting Pronouncements
In February 2013, the FASB amended the disclosure requirements
regarding the reporting of amounts reclassified out of accumulated other comprehensive income. The amendment does not change the
current
HUBBELL INCORPORATED - Form 10-K |
34 |
requirement for reporting net income or other comprehensive income,
but requires additional disclosures about significant amounts reclassified out of accumulated other comprehensive income including
the effect of the reclassification on the related net income line items. This amendment was adopted prospectively by the Company
effective January 1, 2013. See also Note 19 — Accumulated Other Comprehensive Loss.
In March 2013, the FASB amended guidance
related to a parent company’s accounting for the release of the cumulative translation adjustment into net income upon derecognition
of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This guidance is
effective for fiscal periods beginning after December 15, 2013, and is to be applied prospectively to derecognition events
occurring after the effective date. The adoption of this amendment did not have a material impact on the Company’s
financial statements.
In July 2013, the FASB amended its guidance on the financial statement
presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or a tax credit carryforward
exists. This guidance is effective for fiscal periods beginning after December 15, 2013, and is to be applied prospectively to
all unrecognized tax benefits that exist at the effective date. Retrospective and early adoption are also permitted. The Company
does not anticipate the adoption of this amendment will have a material impact on its financial statements.
NOTE 2 |
Business Acquisitions |
The Company periodically reviews acquisition targets that it believes
will be a complementary strategic fit to its existing product portfolio. During 2013, the Company completed three acquisitions
totaling $96.5 million, net of cash acquired which were added to the Electrical segment.
During the third quarter of 2013, the Company purchased all of
the membership interests of Carmen Matthew, LLC (d/b/a “Norlux”), which specializes in the design and manufacture of
custom LED solutions. Norlux was purchased for $14.9 million and has been added to the Electrical segment, resulting in the recognition
of intangible assets of $4.3 million and goodwill of $8.1 million. The $4.3 million of intangible assets consists primarily
of customer relationships and tradenames that will be amortized over a weighted average period of approximately 15 years.
All of the goodwill associated with the Norlux acquisition is expected to be deductible for tax purposes.
During the second quarter of 2013, the Company purchased all of
the outstanding common stock of Connector Manufacturing Company and Canadian Connector Corporation, collectively referred to as
“CMC”, for $44.2 million, net of cash acquired. CMC manufactures and sells mechanical connectors and pole line hardware.
This acquisition has been added to the Electrical segment and has resulted in the recognition of intangible assets of $6.0 million
and goodwill of $22.2 million. The $6.0 million of intangible assets consists of tradenames and customer relationships that will
be amortized over a weighted average period of approximately 19 years. None of the goodwill associated with the CMC acquisition
is expected to be deductible for tax purposes.
During the first quarter of 2013, the Company completed the acquisition
of the majority of the net assets of Continental Industries, Inc. (“Continental”) for $37.4 million. Continental produces
high quality exothermic welding and connector products. This acquisition has been added to the Electrical segment and has resulted in the recognition of intangible assets
of $11.0 million and goodwill of $19.3 million. The $11.0 million of intangible assets consists primarily of customer relationships
and tradenames that will be amortized over a weighted average period of approximately 20 years. All of the goodwill associated
with the Continental acquisition is expected to be deductible for tax purposes.
All of these business acquisitions have been accounted for as
business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors built into
the purchase price, including the future earnings and cash flow potential of the businesses as well as the complementary strategic
fit and resulting synergies they bring to the Company’s existing operations.
The following table summarizes the preliminary estimated fair
values of the assets acquired and liabilities assumed at the date of acquisition related to these transactions:
Tangible assets acquired | |
$ | 37.4 | |
Intangible assets | |
| 21.3 | |
Goodwill | |
| 49.6 | |
Liabilities assumed | |
| (11.8 | ) |
TOTAL CASH CONSIDERATION | |
$ | 96.5 | |
The Consolidated Financial Statements include the results of operations
of the acquired businesses from their respective dates of acquisition. Net sales and earnings related to these acquisitions for
the year ended December 31, 2013 were not significant to the consolidated results. Pro forma information related to these acquisitions
has not been included because the impact to the Company’s consolidated results of operations was not material.
NOTE 3 |
Receivables and Allowances |
Receivables consist of the following components at December 31,
(in millions):
| |
2013 |
| |
2012 |
|
Trade accounts receivable | |
$ | 461.1 | | |
$ | 421.2 | |
Non-trade receivables | |
| 13.5 | | |
| 10.2 | |
Accounts receivable, gross | |
| 474.6 | | |
| 431.4 | |
Allowance for credit memos, returns, and cash discounts | |
| (31.6 | ) | |
| (23.0 | ) |
Allowance for doubtful accounts | |
| (2.1 | ) | |
| (3.2 | ) |
Total allowances | |
| (33.7 | ) | |
| (26.2 | ) |
ACCOUNTS RECEIVABLE, NET | |
$ | 440.9 | | |
$ | 405.2 | |
HUBBELL INCORPORATED - Form 10-K |
35 |
Inventories are classified as follows at December 31, (in millions):
| |
| 2013 | | |
| 2012 | |
Raw material | |
$ | 122.3 | | |
$ | 118.4 | |
Work-in-process | |
| 87.2 | | |
| 81.8 | |
Finished goods | |
| 259.4 | | |
| 226.5 | |
| |
| 468.9 | | |
| 426.7 | |
Excess of FIFO over LIFO cost basis | |
| (83.2 | ) | |
| (85.0 | ) |
INVENTORIES, NET | |
$ | 385.7 | | |
$ | 341.7 | |
NOTE 5 |
Goodwill and Other Intangible Assets |
Changes in the carrying amounts of goodwill for the years ended
December 31, 2013 and 2012, by segment, were as follows (in millions):
| |
Segment | | |
| |
| |
| Electrical | | |
| Power | | |
| Total | |
BALANCE DECEMBER 31, 2011 | |
$ | 453.0 | | |
$ | 274.3 | | |
$ | 727.3 | |
Acquisitions | |
| 18.6 | | |
| 7.7 | | |
| 26.3 | |
Translation adjustments | |
| 3.0 | | |
| (1.1 | ) | |
| 1.9 | |
BALANCE DECEMBER 31, 2012 | |
$ | 474.6 | | |
$ | 280.9 | | |
$ | 755.5 | |
Acquisitions | |
| 49.6 | | |
| - | | |
| 49.6 | |
Translation adjustments | |
| (3.3 | ) | |
| (1.4 | ) | |
| (4.7 | ) |
BALANCE DECEMBER 31, 2013 | |
$ | 520.9 | | |
$ | 279.5 | | |
$ | 800.4 | |
In 2013, the Company completed the acquisitions of Norlux, CMC
and Continental within the Electrical segment for aggregate consideration of $96.5 million, net of cash received. These acquisitions
have been accounted for as business combinations and have resulted in the recognition of $49.6 million of goodwill. See also
Note 2 -Business Acquisitions.
The Company has not recorded any goodwill impairments since the
initial adoption of the accounting guidance in 2002.
Identifiable intangible assets are recorded in Intangible assets
and other in the Consolidated Balance Sheet. Identifiable intangible assets are comprised of the following (in millions):
| |
December 31, 2013 | | |
December 31, 2012 | |
| |
Gross Amount | | |
Accumulated Amortization | | |
Gross Amount | | |
Accumulated Amortization | |
Definite-lived: | |
| | | |
| | | |
| | | |
| | |
Patents, tradenames and trademarks | |
$ | 111.2 | | |
$ | (27.7 | ) | |
$ | 102.8 | | |
$ | (23.0 | ) |
Customer/agent relationships and other | |
| 222.2 | | |
| (75.0 | ) | |
| 212.7 | | |
| (60.8 | ) |
TOTAL DEFINITE-LIVED INTANGIBLES | |
| 333.4 | | |
| (102.7 | ) | |
| 315.5 | | |
| (83.8 | ) |
Indefinite-lived: | |
| | | |
| | | |
| | | |
| | |
Tradenames and other | |
| 55.9 | | |
| - | | |
| 56.4 | | |
| - | |
TOTAL INTANGIBLE ASSETS | |
$ | 389.3 | | |
$ | (102.7 | ) | |
$ | 371.9 | | |
$ | (83.8 | ) |
Amortization expense associated with these definite-lived intangible
assets was $19.9 million, $18.1 million and $16.6 million in 2013, 2012 and 2011, respectively. Amortization expense associated
with these intangible assets is expected to be $19.5 million in 2014, $17.6 million in 2015, $16.9 million in 2016, $15.7 million
in 2017 and $14 million in 2018.
HUBBELL INCORPORATED - Form 10-K |
36 |
At December 31, 2013 and December 31, 2012, the Company had both
available-for-sale and trading investments. The available-for-sale investments consisted entirely of municipal bonds while the
trading investments were comprised primarily of debt and equity mutual funds. These investments are stated at fair market value
based on current quotes.
The following table sets forth selected data with respect to the
Company’s investments at December 31, (in millions):
| |
2013 | | |
2012 | |
| |
Amortized Cost | | |
Gross Unrealized Gains | | |
Gross Unrealized Losses | | |
Fair Value | | |
Carrying Value | | |
Amortized Cost | | |
Gross Unrealized Gains | | |
Gross Unrealized Losses | | |
Fair Value | | |
Carrying Value | |
Available-For-Sale Investments | |
$ | 38.0 | | |
$ | 0.6 | | |
$ | - | | |
$ | 38.6 | | |
$ | 38.6 | | |
$ | 38.5 | | |
$ | 1.2 | | |
$ | - | | |
$ | 39.7 | | |
$ | 39.7 | |
Trading Investments | |
| 5.4 | | |
| 1.9 | | |
| - | | |
| 7.3 | | |
| 7.3 | | |
| 4.7 | | |
| 1.1 | | |
| - | | |
| 5.8 | | |
| 5.8 | |
TOTAL INVESTMENTS | |
$ | 43.4 | | |
$ | 2.5 | | |
$ | - | | |
$ | 45.9 | | |
$ | 45.9 | | |
$ | 43.2 | | |
$ | 2.3 | | |
$ | - | | |
$ | 45.5 | | |
$ | 45.5 | |
Contractual maturities of available-for-sale investments at December
31, 2013 were as follows (in millions):
| |
Amortized Cost | | |
Fair Value | |
Available-For-Sale Investments | |
| | | |
| | |
Due within 1 year | |
$ | 10.0 | | |
$ | 10.1 | |
After 1 year but within 5 years | |
| 18.4 | | |
| 18.9 | |
After 5 years but within 10 years | |
| 9.6 | | |
| 9.6 | |
Due after 10 years | |
| - | | |
| - | |
TOTAL | |
$ | 38.0 | | |
$ | 38.6 | |
At December 31, 2013 and 2012, the total net of tax unrealized
gains recorded relating to available-for-sale securities were $0.4 and $0.7 million, respectively. These net unrealized gains have
been included in Accumulated other comprehensive loss, net of tax. Net unrealized gains relating to trading investments have been
reflected in the results of operations. The cost basis used in computing the gain or loss on these securities was through specific
identification. Gains and losses for both available-for-sale and trading securities were not material in 2013, 2012 and 2011.
NOTE 7 |
Property, Plant, and Equipment |
Property, plant, and equipment, carried at cost, is summarized
as follows at December 31, (in millions):
| |
2013 | | |
2012 | |
Land | |
$ | 44.4 | | |
$ | 43.2 | |
Buildings and improvements | |
| 243.6 | | |
| 234.8 | |
Machinery, tools, and equipment | |
| 692.8 | | |
| 669.9 | |
Construction-in-progress | |
| 24.1 | | |
| 24.5 | |
Gross property, plant, and equipment | |
| 1,004.9 | | |
| 972.4 | |
Less accumulated depreciation | |
| (627.8 | ) | |
| (607.7 | ) |
NET PROPERTY, PLANT, AND EQUIPMENT | |
$ | 377.1 | | |
$ | 364.7 | |
Depreciable lives on buildings range between 20-40 years.
Depreciable lives on machinery, tools, and equipment range between 3-20 years. The Company recorded depreciation expense of
$45.3 million, $44.1 million and $45.8 million for 2013, 2012 and 2011, respectively.
HUBBELL INCORPORATED - Form 10-K |
37 |
NOTE 8 |
Other Accrued Liabilities |
Other accrued liabilities consists of the following at December 31,
(in millions):
| |
2013 | | |
2012 | |
Customer program incentives | |
$ | 39.1 | | |
$ | 34.7 | |
Accrued income taxes | |
| 11.8 | | |
| 14.1 | |
Deferred revenue | |
| 15.8 | | |
| 16.4 | |
Other | |
| 57.6 | | |
| 54.1 | |
TOTAL | |
$ | 124.3 | | |
$ | 119.3 | |
NOTE 9 |
Other Non-Current Liabilities |
Other non-current liabilities consists of the following at December 31,
(in millions):
| |
2013 | | |
2012 | |
Pensions | |
$ | 78.9 | | |
$ | 154.3 | |
Other postretirement benefits | |
| 25.6 | | |
| 27.8 | |
Deferred tax liabilities | |
| 66.7 | | |
| 16.9 | |
Other | |
| 37.0 | | |
| 36.0 | |
TOTAL | |
$ | 208.2 | | |
$ | 235.0 | |
HUBBELL INCORPORATED - Form 10-K |
38 |
NOTE 10 |
Retirement
Benefits |
The Company has funded and unfunded non-contributory
U.S. and foreign defined benefit pension plans. Benefits under these plans are generally provided based on either years of
service and final average pay or a specified dollar amount per year of service. The US defined benefit pension plan has been closed
to new participants since 2004, while the Canadian and UK defined benefit pension plans have been closed to new entrants since
2006 and 2007, respectively. These US, Canadian and UK employees are eligible instead for defined contribution plans.
The Company also has a number of health care
and life insurance benefit plans covering eligible employees who reached retirement age while working for the Company. These benefits
have been discontinued for substantially all future retirees. The Company anticipates future cost-sharing changes for its discontinued
plans that are consistent with past practices.
The Company uses a December 31 measurement
date for all of its plans. There were no amendments made in 2013 or 2012 to the defined benefit pension plans which had a significant
impact on the total pension benefit obligation.
The following table sets forth the reconciliation
of beginning and ending balances of the benefit obligations and the plan assets for the Company’s defined benefit pension
and other benefit plans at December 31, (in millions):
| |
Pension Benefits | | |
Other Benefits | |
| |
2013 | | |
2012 | | |
2013 | | |
2012 | |
Change in benefit obligation | |
| | | |
| | | |
| | | |
| | |
Benefit obligation at beginning
of year | |
$ | 879.5 | | |
$ | 832.4 | | |
$ | 30.4 | | |
$ | 33.7 | |
Service cost | |
| 16.7 | | |
| 16.0 | | |
| - | | |
| - | |
Interest cost | |
| 36.5 | | |
| 36.5 | | |
| 1.1 | | |
| 1.3 | |
Plan participants’ contributions | |
| 0.7 | | |
| 0.7 | | |
| - | | |
| - | |
Amendments | |
| 0.4 | | |
| - | | |
| - | | |
| - | |
Actuarial loss (gain) | |
| (69.2 | ) | |
| 24.2 | | |
| (1.4 | ) | |
| (2.4 | ) |
Currency impact | |
| 0.3 | | |
| 3.9 | | |
| - | | |
| - | |
Other | |
| (0.5 | ) | |
| (0.5 | ) | |
| (0.1 | ) | |
| - | |
Benefits paid | |
| (36.2 | ) | |
| (33.7 | ) | |
| (1.9 | ) | |
| (2.2 | ) |
Benefit obligation at end of year | |
$ | 828.2 | | |
$ | 879.5 | | |
$ | 28.1 | | |
$ | 30.4 | |
Change in plan assets | |
| | | |
| | | |
| | | |
| | |
Fair value of plan assets at beginning of
year | |
$ | 726.3 | | |
$ | 647.6 | | |
$ | - | | |
$ | - | |
Actual return on plan assets | |
| 64.8 | | |
| 82.8 | | |
| - | | |
| - | |
Employer contributions | |
| 8.0 | | |
| 25.1 | | |
| - | | |
| - | |
Plan participants’ contributions | |
| 0.7 | | |
| 0.7 | | |
| - | | |
| - | |
Currency impact | |
| 0.4 | | |
| 3.8 | | |
| - | | |
| - | |
Benefits paid | |
| (36.2 | ) | |
| (33.7 | ) | |
| - | | |
| - | |
Fair value of plan assets at end of year | |
$ | 764.0 | | |
$ | 726.3 | | |
$ | - | | |
$ | - | |
FUNDED STATUS | |
$ | (64.2 | ) | |
$ | (153.2 | ) | |
$ | (28.1 | ) | |
$ | (30.4 | ) |
Amounts recognized in the
consolidated balance sheet consist of: | |
| | | |
| | | |
| | | |
| | |
Prepaid pensions (included in Other long-term
assets) | |
$ | 18.7 | | |
$ | 5.6 | | |
$ | - | | |
$ | - | |
Accrued benefit liability (short-term and
long-term) | |
| (82.9 | ) | |
| (158.8 | ) | |
| (28.1 | ) | |
| (30.4 | ) |
NET
AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET | |
$ | (64.2 | ) | |
$ | (153.2 | ) | |
$ | (28.1 | ) | |
$ | (30.4 | ) |
Amounts
recognized in Accumulated other comprehensive loss (income) consist of: | |
| | | |
| | | |
| | | |
| | |
Net actuarial loss | |
$ | 107.2 | | |
$ | 208.9 | | |
$ | (0.9 | ) | |
$ | 0.4 | |
Prior service cost (credit) | |
| 1.0 | | |
| 0.8 | | |
| (6.2 | ) | |
| (7.1 | ) |
NET AMOUNT RECOGNIZED IN
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
$ | 108.2 | | |
$ | 209.7 | | |
$ | (7.1 | ) | |
$ | (6.7 | ) |
HUBBELL INCORPORATED - Form 10-K |
39 |
The accumulated benefit obligation for
all defined benefit pension plans was $771.9 million and $824.1 million at December 31, 2013 and 2012,
respectively. Information with respect to plans with accumulated benefit obligations in excess of plan assets is as follows,
(in millions):
| |
2013 | | |
2012 | |
Projected benefit obligation | |
$ | 77.2 | | |
$ | 765.9 | |
Accumulated benefit obligation | |
$ | 74.5 | | |
$ | 725.0 | |
Fair value of plan assets | |
$ | - | | |
$ | 607.1 | |
As of December 31, 2013, all of the Company’s
qualified defined benefit plans had assets in excess of the accumulated benefit obligation. As of December 31, 2012, half of these
qualified defined benefit plans were underfunded on an accumulated benefit obligation basis.
The following table sets forth the components
of pension and other benefit costs for the years ended December 31, (in millions):
| |
Pension Benefits | | |
Other Benefits | |
| |
2013 | | |
2012 | | |
2011 | | |
2013 | | |
2012 | | |
2011 | |
Components of net periodic benefit cost: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Service cost | |
$ | 16.7 | | |
$ | 16.0 | | |
$ | 13.6 | | |
$ | - | | |
$ | - | | |
$ | - | |
Interest cost | |
| 36.5 | | |
| 36.5 | | |
| 38.1 | | |
| 1.1 | | |
| 1.3 | | |
| 1.6 | |
Expected return on plan assets | |
| (46.7 | ) | |
| (39.9 | ) | |
| (41.8 | ) | |
| - | | |
| - | | |
| - | |
Amortization of prior service cost/(credit) | |
| 0.2 | | |
| 0.2 | | |
| 0.2 | | |
| (1.0 | ) | |
| (1.0 | ) | |
| (1.0 | ) |
Amortization of actuarial losses | |
| 13.8 | | |
| 17.4 | | |
| 8.4 | | |
| (0.1 | ) | |
| - | | |
| - | |
Curtailment and settlement losses (gains) | |
| - | | |
| - | | |
| (0.1 | ) | |
| - | | |
| - | | |
| - | |
Net periodic benefit cost | |
$ | 20.5 | | |
$ | 30.2 | | |
$ | 18.4 | | |
$ | - | | |
$ | 0.3 | | |
$ | 0.6 | |
Changes recognized in other comprehensive loss (income), before tax: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Current year net actuarial (gain)/loss | |
$ | (87.8 | ) | |
$ | (19.1 | ) | |
$ | 99.8 | | |
$ | (1.4 | ) | |
$ | (2.5 | ) | |
$ | 1.8 | |
Current year prior service (cost)/credit | |
| 0.4 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Amortization of prior service (cost)/credit | |
| (0.2 | ) | |
| (0.2 | ) | |
| (0.2 | ) | |
| 1.0 | | |
| 1.0 | | |
| 1.0 | |
Amortization of net actuarial loss | |
| (13.8 | ) | |
| (17.4 | ) | |
| (8.4 | ) | |
| 0.1 | | |
| - | | |
| - | |
Currency impact | |
| (0.1 | ) | |
| (0.2 | ) | |
| 0.1 | | |
| - | | |
| - | | |
| - | |
Other adjustments | |
| - | | |
| 0.3 | | |
| - | | |
| - | | |
| 0.3 | | |
| - | |
Total recognized in other comprehensive (income) loss | |
| (101.5 | ) | |
| (36.6 | ) | |
| 91.3 | | |
| (0.3 | ) | |
| (1.2 | ) | |
| 2.8 | |
TOTAL RECOGNIZED IN NET
PERIODIC PENSION COST AND OTHER COMPREHENSIVE LOSS (INCOME) | |
$ | (81.0 | ) | |
$ | (6.4 | ) | |
$ | 109.7 | | |
$ | (0.3 | ) | |
$ | (0.9 | ) | |
$ | 3.4 | |
Amortization expected to be recognized through income during 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Amortization of prior service cost/(credit) | |
$ | 0.2 | | |
| | | |
| | | |
$ | (1.0 | ) | |
| | | |
| | |
Amortization of net loss | |
| 3.5 | | |
| | | |
| | | |
| (0.1 | ) | |
| | | |
| | |
TOTAL EXPECTED TO BE RECOGNIZED THROUGH INCOME DURING NEXT FISCAL YEAR | |
$ | 3.7 | | |
| | | |
| | | |
$ | (1.1 | ) | |
| | | |
| | |
The Company also maintains six defined contribution
pension plans. The total cost of these plans was $11.2 million in 2013, $10.5 million in 2012 and $9.7 million in 2011, excluding
the employer match for the 401(k) plan. This cost is not included in the above net periodic benefit cost for the defined benefit
pension plans.
As of December 31, 2012, the Company
participated in four multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that
cover its union represented employees. During 2013, the Company elected to withdraw from one of these multiemployer plans at
a cost of $0.5 million. As of December 31, 2013, one of the three multiemployer defined benefit pension plans in which the
Company participates is considered to be less than 65 percent funded. The Company’s total contributions to these plans
were $0.9 million in 2013 and $0.7 million in both 2012 and 2011. These contributions represent more than five percent of the
total contributions made to each of these plans during the past three years. After assessing future required contributions
and/or the potential liabilities associated with withdrawing from these plans, the Company has concluded that none of these
plans are significant.
HUBBELL INCORPORATED - Form 10-K |
40 |
Assumptions
The following assumptions were used to determine
the projected benefit obligations at the measurement date and the net periodic benefit cost for the year:
| |
Pension Benefits | | |
Other Benefits | |
| |
2013 | | |
2012 | | |
2011 | | |
2013 | | |
2012 | | |
2011 | |
Weighted-average assumptions used to determine benefit obligations at December 31, | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Discount rate | |
| 5.04 | % | |
| 4.22 | % | |
| 4.42 | % | |
| 4.60 | % | |
| 4.20 | % | |
| 4.40 | % |
Rate of compensation increase | |
| 3.18 | % | |
| 3.11 | % | |
| 3.53 | % | |
| 3.00 | % | |
| 3.00 | % | |
| 3.50 | % |
Weighted-average assumptions used to determine net periodic benefit cost for
years ended December 31, | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Discount rate | |
| 4.22 | % | |
| 4.42 | % | |
| 5.38 | % | |
| 4.20 | % | |
| 4.40 | % | |
| 5.40 | % |
Expected return on plan assets | |
| 6.70 | % | |
| 6.50 | % | |
| 7.00 | % | |
| N/A | | |
| N/A | | |
| N/A | |
Rate of compensation increase | |
| 3.11 | % | |
| 3.53 | % | |
| 3.56 | % | |
| 3.00 | % | |
| 3.50 | % | |
| 3.50 | % |
At the end of each year, the Company determines
the appropriate expected return on assets for each plan based upon its strategic asset allocation (see discussion below). In making
this determination, the Company utilizes expected returns for each asset class based upon current market conditions and expected
risk premiums for each asset class.
The Company also determines the
discount rate to be used to calculate the present value of pension plan liabilities at the end of each year. The discount
rate for the Company’s U.S. and Canadian pension plans is determined by matching the expected cash flows associated
with its benefit obligations to a yield curve based on high quality, fixed income debt instruments with maturities that
closely match the expected funding period of its pension liabilities. This yield curve is derived using a bond matching
approach which incorporates a selection of bonds that align with the Company’s projected benefit obligations. As of
December 31, 2013, the Company used a discount rate of 5.1% for its U.S. pension plans compared to a discount rate of
4.2% used in 2012. For its Canadian pension plan, the Company used a discount rate of 4.75% compared to the 4.1% discount
rate used in 2012.
For its UK pension plan the discount rate
was derived using a yield curve fitted to the yields on AA bonds in the Barclays Capital Sterling Aggregate Corporate Index and
uses sample plan cash flow data as a proxy to plan specific liability cash flows. The derived discount rate is the single discount
rate equivalent to discounting these liability cash flows at the term-dependent spot rate of AA corporate bonds. This methodology
resulted in a December 31, 2013 discount rate for the UK pension plan of 4.6% as compared to a discount rate of 4.5% used in 2012.
The rate of compensation increase assumption
reflects the Company’s actual experience and best estimate of future increases.
The assumed health care cost trend rates
used to determine the projected postretirement benefit obligation are as follows:
| |
Other Benefits | |
| |
2013 | | |
2012 | | |
2011 | |
Assumed health care cost trend rates at December 31, | |
| | | |
| | | |
| | |
Health care cost trend assumed for next year | |
| 8.5 | % | |
| 8.8 | % | |
| 9.0 | % |
Rate to which the cost trend is assumed to decline | |
| 5.0 | % | |
| 5.0 | % | |
| 5.0 | % |
Year that the rate reaches the ultimate trend rate | |
| 2028 | | |
| 2028 | | |
| 2028 | |
Assumed health care cost trend rates have
an effect on the amounts reported for the postretirement benefit plans. A one-percentage-point change in assumed health care cost
trend rates would have the following effects (in millions):
| |
One Percentage | | |
One Percentage | |
| |
Point Increase | | |
Point Decrease | |
Effect on total of service and interest cost | |
$ | 0.1 | | |
$ | - | |
Effect on postretirement benefit obligation | |
$ | 1.3 | | |
$ | (1.3 | ) |
HUBBELL INCORPORATED - Form 10-K |
41 |
Plan Assets
The Company’s combined targeted and
actual domestic and foreign pension plans weighted average asset allocation at December 31, 2013 and 2012 by asset category are
as follows:
| |
Percentage of Plan Assets |
| |
Target | | |
Actual | |
Asset Category | |
| 2014 | | |
| 2013 | | |
| 2012 | |
Equity securities | |
| 28 | % | |
| 40 | % | |
| 40 | % |
Debt securities & Cash | |
| 60 | % | |
| 43 | % | |
| 43 | % |
Alternative Investments | |
| 12 | % | |
| 17 | % | |
| 17 | % |
TOTAL | |
| 100 | % | |
| 100 | % | |
| 100 | % |
At the end of each year, the Company
estimates the expected long-term rate of return on pension plan assets based on the strategic asset allocation for its plans.
In making this determination, the Company utilizes expected rates of return for each asset class based upon current market
conditions and expected risk premiums for each asset class. The Company has written investment policies and asset allocation
guidelines for its domestic and foreign pension plans. In establishing these policies, the Company has considered that its
various pension plans are a major retirement vehicle for most plan participants and has acted to discharge its fiduciary
responsibilities with regard to the plans solely in the interest of such participants and their beneficiaries. The goal
underlying the establishment of the investment policies is to provide that pension assets shall be invested in a prudent
manner and so that, together with the expected contributions to the plans, the funds will be sufficient to meet the
obligations of the plans as they become due. To achieve this result, the Company conducts a periodic strategic asset
allocation study to form a basis for the allocation of pension assets between various asset categories. Specific policy
benchmark percentages are assigned to each asset category with minimum and maximum ranges established for each. The assets
are then tactically managed within these ranges. Equity securities include investments in large-cap, mid-cap and small-cap
companies located inside and outside the United States. Fixed income securities include corporate bonds of companies from
diversified industries, mortgage-backed securities and US Treasuries. Derivative investments include futures contracts used
by the plan to adjust the level of its investments within an asset allocation category. All futures contracts are 100%
supported by cash or cash equivalent investments. At no time may derivatives be utilized to leverage the asset portfolio.
Equity securities include Company common
stock in the amounts of $35.0 million (5.3% of total domestic plan assets) and $27.6 million (4.4% of total domestic plan assets)
at December 31, 2013 and 2012, respectively.
The fair value of the Company’s pension
plan assets at December 31, 2013 and 2012, by asset category are as follows (in millions):
| |
| | |
Quoted Prices in Active | | |
Quoted Prices in Active | | |
Significant | |
| |
| | |
Markets for Identical | | |
Market for Similar Asset | | |
Unobservable Inputs | |
Asset Category | |
Total | | |
Assets (Level 1) | | |
(Level 2) | | |
(Level 3) | |
Cash and cash equivalents | |
$ | 26.3 | | |
$ | 26.3 | | |
$ | - | | |
$ | - | |
Equity securities: | |
| | | |
| | | |
| | | |
| | |
US Large-cap (a) | |
| 82.0 | | |
| 82.0 | | |
| - | | |
| - | |
US Mid-cap and Small-cap Growth (b) | |
| 42.1 | | |
| 42.1 | | |
| - | | |
| - | |
International Large-cap | |
| 105.3 | | |
| 105.3 | | |
| - | | |
| - | |
Emerging Markets | |
| 40.4 | | |
| 40.4 | | |
| - | | |
| - | |
Fixed Income Securities: | |
| | | |
| | | |
| | | |
| | |
US Treasuries | |
| 66.8 | | |
| 66.8 | | |
| - | | |
| - | |
Corporate Bonds (c) | |
| 119.4 | | |
| 119.4 | | |
| - | | |
| - | |
Asset Backed Securities and Other | |
| 89.3 | | |
| 89.3 | | |
| - | | |
| - | |
Derivatives: | |
| | | |
| | | |
| | | |
| | |
Equity/Debt Futures (d) | |
| 60.1 | | |
| - | | |
| 60.1 | | |
| - | |
Alternative Investment Funds (e) | |
| 132.3 | | |
| - | | |
| - | | |
| 132.3 | |
BALANCE AT DECEMBER 31, 2013 | |
$ | 764.0 | | |
$ | 571.6 | | |
$ | 60.1 | | |
$ | 132.3 | |
HUBBELL INCORPORATED - Form 10-K |
42 |
| |
| | |
Quoted Prices in Active |
| |
Quoted Prices in Active | | |
Significant | |
| |
| | |
Markets for Identical |
| |
Market for Similar Asset | | |
Unobservable Inputs | |
Asset Category | |
Total | | |
Assets (Level 1) |
| |
(Level 2) | | |
(Level 3) | |
Cash and cash equivalents | |
$ | 45.9 | | |
$ | 45.9 |
| |
$ | - | | |
$ | - | |
Equity securities: | |
| | | |
| |
| |
| | | |
| | |
US Large-cap (a) | |
| 86.1 | | |
| 86.1 |
| |
| - | | |
| - | |
US Mid-cap and Small-cap Growth (b) | |
| 31.7 | | |
| 31.7 |
| |
| - | | |
| - | |
International Large-cap | |
| 46.0 | | |
| 46.0 |
| |
| - | | |
| - | |
Emerging Markets | |
| 37.8 | | |
| 37.8 |
| |
| - | | |
| - | |
Fixed Income Securities: | |
| | | |
| |
| |
| | | |
| | |
US Treasuries | |
| 52.9 | | |
| 52.9 |
| |
| - | | |
| - | |
Corporate Bonds (c) | |
| 113.9 | | |
| 113.9 |
| |
| - | | |
| - | |
Asset Backed Securities and Other | |
| 122.6 | | |
| 122.6 |
| |
| - | | |
| - | |
Derivatives: | |
| | | |
| |
| |
| | | |
| | |
Equity/Debt Futures (d) | |
| 63.2 | | |
| - |
| |
| 63.2 | | |
| - | |
Alternative Investment Funds (e) | |
| 126.2 | | |
| - |
| |
| - | | |
| 126.2 | |
BALANCE AT DECEMBER 31, 2012 | |
$ | 726.3 | | |
$ | 536.9 |
| |
$ | 63.2 | | |
$ | 126.2 | |
(a) |
Includes an actively managed
portfolio of large-cap US stocks. |
|
|
(b) |
Includes $35.0
million and $27.6 million of the Company’s common stock at December 31, 2013 and 2012, respectively, and an investment
in actively managed mid-cap and small-cap US stocks. |
|
|
(c) |
Includes primarily investment grade bonds
of US issuers from diverse industries. |
|
|
(d) |
Includes primarily large-cap US and foreign
equity futures as well as short positions in US Treasuries to adjust the duration of the portfolio. |
|
|
(e) |
Includes investments in hedge funds, including
fund of fund products. |
The fair value of the Company’s alternative
investment funds measured using significant unobservable inputs (Level 3) at December 31, 2013, are as follows (in millions):
| |
Alternative | |
| |
Investment Funds | |
BALANCE AT DECEMBER 31, 2011 | |
$ | 117.8 | |
Actual return on plan assets: | |
| | |
Relating to assets still held at the reporting date | |
| 9.2 | |
Relating to assets sold during the period | |
| - | |
Purchases, sales and settlements, net | |
| (0.8 | ) |
Transfers in and/or out of Level 3 | |
| - | |
BALANCE AT DECEMBER 31, 2012 | |
$ | 126.2 | |
Actual return on plan assets: | |
| | |
Relating to assets still held at the reporting date | |
| 9.0 | |
Relating to assets sold during the period | |
| 0.2 | |
Purchases, sales and settlements, net | |
| (3.1 | ) |
Transfers in and/or out of Level 3 | |
| - | |
BALANCE AT DECEMBER 31, 2013 | |
$ | 132.3 | |
The alternative investments held by the Company’s
pension plans consist of fund of fund products. Funds of funds invest in a number of investment funds managed by a diversified
group of third-party investment managers who employ a variety of alternative investment strategies, including relative value, security
selection, distressed value, global macro, specialized credit and directional strategies. The objective of these funds is to achieve
the desired capital appreciation with lower volatility than either traditional equity or fixed income securities. The alternative
investments are valued using net asset values provided by the fund managers. The net asset values are determined based on the fair
values of the underlying investments in the funds.
The Company’s other postretirement
benefits are unfunded; therefore, no asset information is reported.
Contributions
Although not required under the Pension Protection
Act of 2006, the Company may make a voluntary contribution to its qualified domestic defined benefit pension plans in 2014. The
Company expects to contribute approximately $4.0 million to its foreign plans in 2014.
HUBBELL INCORPORATED - Form 10-K |
43 |
Estimated Future Benefit Payments
The following domestic and foreign benefit
payments, which reflect future service, as appropriate, are expected to be paid as follows, (in millions):
| |
| Pension | | |
| | |
| |
| Benefits | | |
| Other Benefits | |
2014 | |
$ | 37.5 | | |
$ | 2.4 | |
2015 | |
$ | 39.7 | | |
$ | 2.4 | |
2016 | |
$ | 42.4 | | |
$ | 2.3 | |
2017 | |
$ | 44.4 | | |
$ | 2.2 | |
2018 | |
$ | 47.1 | | |
$ | 2.2 | |
2019-2023 | |
$ | 267.7 | | |
$ | 9.5 | |
The following table sets forth the Company’s
long-term debt at December 31, (in millions):
| |
Maturity | | |
2013 | | |
2012 | |
Senior notes at 5.95%, net of unamortized discount | |
| 2018 | | |
$ | 299.0 | | |
$ | 298.7 | |
Senior notes at 3.625%, net of unamortized discount | |
| 2022 | | |
| 298.2 | | |
| 298.0 | |
| |
| | | |
$ | 597.2 | | |
$ | 596.7 | |
In November 2010, the Company completed a
public debt offering for $300 million of long-term, senior, unsecured notes maturing in November 2022 and bearing interest at a
fixed rate of 3.625%. Prior to the issuance of the 2022 Notes, the Company entered into a forward interest rate lock which resulted
in a $1.6 million loss. This amount was recorded in Accumulated other comprehensive loss, net of tax and is being amortized over
the life of the 2022 Notes.
In May 2008, the Company completed a public
offering of $300 million long-term senior, unsecured notes maturing in May 2018. The 2018 Notes bear interest at a fixed rate of
5.95%. Prior to the issuance of the 2018 Notes, the Company entered into a forward interest rate lock which resulted in a $1.2
million gain. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized over the life
of the notes.
The 2018 Notes and the 2022 Notes are both
fixed rate indebtedness, are callable at any time with a make whole premium and are only subject to accelerated payment prior to
maturity in the event of a default under the indenture governing the 2018 Notes and 2022 Notes, as modified by the supplemental
indentures creating such series, or upon a change in control event as defined in such indenture. The Company was in compliance
with all of its covenants as of December 31, 2013.
During 2013 the Company entered into an uncommitted
credit facility for a 12.6 million Chinese Renminbi line of credit to support its operations in China. At December 31, 2013, 2.1
million Chinese Renminbi (equivalent to $0.3 million) was outstanding under this line of credit. There were no borrowings outstanding
at December 31, 2012 under this line of credit.
Other information related to short-term debt
at December 31, is summarized below:
| |
2013 | | |
2012 | |
Interest rate: | |
| | | |
| | |
At year end | |
| 6.00 | % | |
| N/A | |
Paid during the year (weighted average) | |
| 5.20 | % | |
| 18.45 | % |
As of December 31, 2013, the Company’s
$500 million revolving credit facility had not been drawn against. The credit facility, which serves as a backup to our commercial
paper program, was scheduled to expire in October 2016. In March 2013, the facility was amended to extend the maturity date to
March 2018. The interest rate applicable to borrowing under the credit agreement is generally either the prime rate or a surcharge
over LIBOR. The single financial covenant in the $500 million credit facility, which the Company is in compliance with, requires
that total debt not exceed 55% of total capitalization. Annual commitment fees to support availability under the credit facility
are not material.
The Company also maintains other lines of
credit that are primarily used to support the issuance of letters of credit. Interest rates and other terms of borrowing under
these lines of credit vary from country to country, depending on local market conditions. At December 31, 2013 and 2012 these lines
totaled $60.4 million and $55.4 million, respectively, of which $37.5 million and $36.6 million was unused. The annual commitment
fees associated with these lines of credit are not material.
Interest and fees paid related to total indebtedness
was $29.7 million, $29.8.million and $29.3 million in 2013, 2012, and 2011, respectively.
HUBBELL INCORPORATED - Form 10-K |
44 |
The following table sets forth selected data with respect to the
Company’s income tax provisions for the years ended December 31, (in millions):
| |
2013 | | |
2012 | | |
2011 | |
Income before income taxes: | |
| | |
| | |
| |
United States | |
$ | 360.8 | | |
$ | 330.2 | | |
$ | 282.5 | |
International | |
| 113.0 | | |
| 111.6 | | |
| 107.3 | |
TOTAL INCOME BEFORE INCOME TAXES | |
$ | 473.8 | | |
$ | 441.8 | | |
$ | 389.8 | |
Provision for income taxes — current: | |
| | | |
| | | |
| | |
Federal | |
$ | 94.6 | | |
$ | 66.4 | | |
$ | 61.7 | |
State | |
| 15.1 | | |
| 12.8 | | |
| 9.7 | |
International | |
| 21.0 | | |
| 33.0 | | |
| 29.4 | |
Total provision-current | |
| 130.7 | | |
| 112.2 | | |
| 100.8 | |
Provision for income taxes — deferred: | |
| | | |
| | | |
| | |
Federal | |
$ | 14.4 | | |
$ | 25.6 | | |
$ | 23.3 | |
State | |
| 0.1 | | |
| 1.8 | | |
| (0.3 | ) |
International | |
| (1.2 | ) | |
| 0.1 | | |
| (4.2 | ) |
Total provision — deferred | |
| 13.3 | | |
| 27.5 | | |
| 18.8 | |
TOTAL PROVISION FOR INCOME TAXES | |
$ | 144.0 | | |
$ | 139.7 | | |
$ | 119.6 | |
Deferred tax assets and liabilities result from differences in
the basis of assets and liabilities for tax and financial statement purposes. The components of the deferred tax assets/(liabilities)
at December 31, were as follows (in millions):
| |
2013 | | |
2012 | |
Deferred tax assets: | |
| | |
| |
Inventory | |
$ | 4.7 | | |
$ | 8.3 | |
Income tax credits | |
| 31.3 | | |
| 34.4 | |
Accrued liabilities | |
| 19.0 | | |
| 17.7 | |
Pension | |
| 23.4 | | |
| 50.8 | |
Postretirement and post employment benefits | |
| 11.0 | | |
| 11.6 | |
Stock-based compensation | |
| 10.1 | | |
| 9.9 | |
Net operating loss carryforwards | |
| 53.1 | | |
| 64.3 | |
Miscellaneous other | |
| 3.4 | | |
| 4.5 | |
Gross deferred tax assets | |
| 156.0 | | |
| 201.5 | |
Valuation allowance | |
| (28.5 | ) | |
| (26.1 | ) |
Total deferred tax assets, net of valuation allowance | |
$ | 127.5 | | |
$ | 175.4 | |
Deferred tax liabilities: | |
| | | |
| | |
Acquisition basis difference | |
| (123.3 | ) | |
| (120.5 | ) |
Property, plant, and equipment | |
| (40.4 | ) | |
| (37.4 | ) |
Total deferred tax liabilities | |
$ | (163.7 | ) | |
$ | (157.9 | ) |
TOTAL NET DEFERRED TAX (LIABILITY) ASSET | |
$ | (36.2 | ) | |
$ | 17.5 | |
Deferred taxes are reflected in the Consolidated Balance Sheet as follows: | |
| | | |
| | |
Current tax assets (included in Deferred taxes and other) | |
$ | 31.0 | | |
$ | 32.7 | |
Non-current tax assets (included in Other long-term assets) | |
| 1.0 | | |
| 1.7 | |
Current tax liabilities (included in Other accrued liabilities) | |
| (1.5 | ) | |
| - | |
Non-current tax liabilities (included in Other Non-current liabilities) | |
| (66.7 | ) | |
| (16.9 | ) |
TOTAL NET DEFERRED TAX (LIABILITY) ASSET | |
$ | (36.2 | ) | |
$ | 17.5 | |
As of December 31, 2013, the Company
had a total of $31.3 million of Federal, State (net of Federal benefit) and foreign (fully valued) tax credit carryforwards,
available to offset future income taxes. As of December 31, 2013, $8.0 million of the tax credits may be carried forward
indefinitely while the remaining $23.3 million will begin to expire at various times in 2014 through 2029. As of December 31,
2013, the Company had recorded tax benefits totaling $53.1 million for Federal, State and foreign net operating loss
carryforwards (“NOLs”). As of December 31, 2013, $14.7 million of NOLs may be carried forward indefinitely
while the remaining $38.4 million will begin to expire at various times in 2016 through 2031. The tax benefit related to
a portion of these NOLs has been adjusted to reflect an “ownership change” pursuant to Internal Revenue Code
Section 382, which imposes an annual limitation on the utilization of pre-acquisition operating losses. The Company has
recorded a net valuation allowance of $28.5 million for the portion of the foreign tax and state tax credit carryforwards and
foreign NOLs that the Company anticipates will expire prior to utilization. The increase in the valuation allowance primarily
relates to current year losses which have resulted in additional NOLs in foreign jurisdictions. The income tax credits and
NOL carryforwards at December 31, 2012 have been revised to reflect the deferred balances and corresponding valuation
allowances that had previously been reported net, resulting in no change to the net deferred tax assets at December 31,
2012.
At December 31, 2013, income and withholding taxes have not been
provided on approximately $650 million of undistributed international earnings that are permanently reinvested in international
operations. If such earnings were not indefinitely reinvested, a tax liability of approximately $140 million would be recognized.
Cash payments of income taxes were $127.2 million, $113.2 million
and $80.1 million in 2013, 2012, and 2011, respectively.
HUBBELL INCORPORATED - Form 10-K |
45 |
The Company operates within multiple taxing jurisdictions and
is subject to audit in these jurisdictions. The IRS and other tax authorities routinely audit the Company’s tax returns.
These audits can involve complex issues which may require an extended period of time to resolve. The IRS is currently conducting
an audit of the Company’s 2010 and 2011 federal income tax returns. We expect to conclude the 2010 and 2011 audit within
the next twelve months. With few exceptions, the Company is no longer subject to state, local, or non-U.S. income tax examinations
by tax authorities for years prior to 2006.
The following tax years, by major jurisdiction, are still subject
to examination by taxing authorities:
Jurisdiction | |
Open Years |
United States | |
2010-2013 |
Canada | |
2010-2013 |
UK | |
2009-2013 |
A reconciliation of the beginning and ending amount of unrecognized
tax benefits is as follows (in millions):
| |
2013 | | |
2012 | | |
2011 | |
Unrecognized tax benefits at beginning of year | |
$ | 13.5 | | |
$ | 27.6 | | |
$ | 25.2 | |
Additions based on tax positions relating to the current year | |
| 2.2 | | |
| 1.8 | | |
| 2.7 | |
Reductions based on expiration of statute of limitations | |
| (1.5 | ) | |
| (9.6 | ) | |
| (1.3 | ) |
Additions to tax positions relating to previous years | |
| 2.1 | | |
| 0.8 | | |
| 1.2 | |
Settlements | |
| (1.5 | ) | |
| (7.1 | ) | |
| (0.2 | ) |
TOTAL UNRECOGNIZED TAX BENEFITS | |
$ | 14.8 | | |
$ | 13.5 | | |
$ | 27.6 | |
Included in the balance at December
31, 2013 are $10.0 million of tax positions which, if in the future are determined to be recognizable, would affect the
annual effective income tax rate. Additionally, there are $1.3 million of tax positions for which the ultimate deductibility
is highly certain but for which there is uncertainty as to the timing of such deductibility. Because of the impact of
deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not
affect the annual effective tax rate but would accelerate the payment of cash to the applicable taxing authority to an
earlier period. It is reasonably possible that in the next twelve months, because of changes in facts and circumstances, the
unrecognized tax benefits may decrease. The Company estimates that the possible decrease is up to $3.0 million. The Company
has classified the amount of unrecognized tax positions that are expected to settle within the next twelve months as a
current liability.
The Company’s policy is to record interest and penalties
associated with the underpayment of income taxes within Provision for income taxes in the Consolidated Statement of Income. The
Company recognized expense (benefit), before federal tax impact, related to interest and penalties of approximately $(0.2) million
in 2013, $(0.5) million in 2012 and $0.4 million 2011. The Company had $1.2 million and $1.4 million accrued for the payment
of interest and penalties as of December 31, 2013 and December 31, 2012, respectively.
The consolidated effective income tax rate varied from the United
States federal statutory income tax rate for the years ended December 31, as follows:
| |
2013 | | |
2012 | | |
2011 | |
Federal statutory income tax rate | |
| 35.0 | % | |
| 35.0 | % | |
| 35.0 | % |
State income taxes, net of federal benefit | |
| 2.1 | | |
| 1.8 | | |
| 1.4 | |
Foreign income taxes | |
| (3.6 | ) | |
| (3.4 | ) | |
| (3.6 | ) |
Other, net | |
| (3.1 | ) | |
| (1.8 | ) | |
| (2.1 | ) |
CONSOLIDATED EFFECTIVE INCOME TAX RATE | |
| 30.4 | % | |
| 31.6 | % | |
| 30.7 | % |
On January 2, 2013 the American Taxpayers Relief Act of 2012 (2012
Tax Act) was enacted. The benefits related the 2012 Tax Act are not reflected in the 2012 effective income tax rate calculation
above, as they were recorded in the first quarter of 2013, the period of enactment.
NOTE 13 |
Financial Instruments |
Concentrations of Credit Risk: Financial instruments which potentially
subject the Company to significant concentrations of credit risk consist of trade receivables, cash equivalents and investments.
The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product lines, the
Company has an extensive customer base including electrical distributors and wholesalers, electric utilities, equipment manufacturers,
electrical contractors, telecommunication companies and retail and hardware outlets. No single customer accounted for more than
10% of total sales in any year during the three years ended December 31, 2013. However, the Company’s top ten customers
account for approximately one-third of its net sales. 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 cash and cash equivalents with financial
institutions and limits the amount of exposure in any one institution.
Fair Value: The carrying amounts reported in the Consolidated
Balance Sheet for cash and cash equivalents, short-term investments, receivables, bank borrowings, accounts payable and accruals
approximate their fair values given the immediate or short-term nature of these items. See also Note 6 — Investments and
Note 14 – Fair Value Measurement.
HUBBELL INCORPORATED - Form 10-K |
46 |
NOTE 14 |
Fair Value Measurement |
Fair value is defined as the amount that would be received for
selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value.
The three broad levels of the fair value hierarchy are as follows:
Level 1 – |
Quoted prices (unadjusted) in active markets for identical assets or liabilities |
|
|
Level 2 – |
Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,
either directly or indirectly |
|
|
Level 3 – |
Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions |
The following table shows, by level within the fair value hierarchy,
the Company’s financial assets and liabilities that are accounted for at fair value on a recurring basis at December 31,
2013 and 2012 (in millions):
Asset (Liability) | |
Quoted Prices in Active Markets | | |
Quoted Prices in Active Markets | | |
| |
December 31, 2013 | |
for Identical Assets (Level 1) | | |
for Similar Assets (Level 2) | | |
Total | |
Money market funds (a) | |
$ | 482.2 | | |
$ | - | | |
$ | 482.2 | |
Available for sale investments | |
| 38.6 | | |
| - | | |
| 38.6 | |
Trading securities | |
| 7.3 | | |
| - | | |
| 7.3 | |
Deferred compensation plan liabilities | |
| (7.3 | ) | |
| - | | |
| (7.3 | ) |
Derivatives: | |
| | | |
| | | |
| | |
Forward exchange contracts | |
| - | | |
| 0.4 | | |
| 0.4 | |
| |
$ | 520.8 | | |
$ | 0.4 | | |
$ | 521.2 | |
| |
Quoted Prices in Active Markets | | |
Quoted Prices in Active Markets | | |
| |
December 31, 2012 | |
for Identical Assets (Level 1) | | |
for Similar Assets (Level 2) | | |
Total | |
Money market funds (a) | |
$ | 423.6 | | |
$ | - | | |
$ | 423.6 | |
Available for sale investments | |
| 39.7 | | |
| - | | |
| 39.7 | |
Trading securities | |
| 5.8 | | |
| - | | |
| 5.8 | |
Deferred compensation plan liabilities | |
| (5.8 | ) | |
| - | | |
| (5.8 | ) |
Derivatives: | |
| | | |
| | | |
| | |
Forward exchange contracts | |
| - | | |
| (0.2 | ) | |
| (0.2 | ) |
| |
$ | 463.3 | | |
$ | (0.2 | ) | |
$ | 463.1 | |
(a) | Money market funds are included in Cash and cash equivalents in the Consolidated
Balance Sheet. |
The methods and assumptions used to estimate the Level 2 fair
values were as follows:
Forward exchange contracts – The fair value of forward exchange
contracts were based on quoted forward foreign exchange prices at the reporting date.
During 2013 and 2012, there were no transfers of financial assets
or liabilities in or out of Level 1 or Level 2 of the fair value hierarchy. At December 31, 2013 and December 31, 2012, the Company
did not have any financial assets or liabilities that fell within the Level 3 hierarchy.
Investments
At December 31, 2013 and December 31, 2012, the Company had $38.6
million and $39.7 million, respectively, of municipal bonds classified as available-for-sale securities. The Company also had $7.3
million and $5.8 million of trading securities at December 31, 2013 and December 31, 2012, respectively. These investments are
carried on the balance sheet at fair value. Unrealized gains and losses associated with available-for-sale securities are reflected
in Accumulated other comprehensive loss, net of tax, while unrealized gains and losses associated with trading securities are reflected
in the results of operations.
Deferred compensation plan
The Company offers certain employees the opportunity to participate
in non-qualified deferred compensation plans. A participant’s deferrals are invested in a variety of participant-directed
debt and equity mutual funds that are classified as trading securities. During 2013 and 2012, the Company purchased $0.9 million
and $1.3 million, respectively, of trading securities related to these deferred compensation plans. As a result of participant
distributions, the Company sold $0.2 million of these trading securities in 2013. There were no distributions or sales in 2012.
The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of
the underlying deferred compensation plan obligation.
Derivatives
In order to limit financial risk in the management of its assets,
liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest
rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability
or proposed transaction. Market value gains or losses on the derivative financial instrument are recognized in income when the
effects of the related price changes of the underlying asset or liability are recognized in income.
The fair values of derivative instruments in the Consolidated
Balance Sheet are as follows (in millions):
| |
Asset/(Liability) Derivatives |
| |
| |
Fair Value | |
Derivatives designated as hedges | |
Balance Sheet Location | |
December 31, 2013 | | |
December 31, 2012 | |
Forward exchange contracts designated as cash flow hedges | |
Other accrued liabilities | |
$ | - | | |
$ | (0.2 | ) |
Forward exchange contracts designated as cash flow hedges | |
Deferred taxes and other | |
| 0.4 | | |
| - | |
| |
| |
$ | 0.4 | | |
$ | (0.2 | ) |
HUBBELL INCORPORATED - Form 10-K |
47 |
Forward exchange contracts
In 2013 and 2012, the Company entered into a series of forward
exchange contracts to purchase U.S. dollars in order to hedge its exposure to fluctuating rates of exchange on anticipated inventory
purchases by one of its Canadian subsidiaries. As of December 31, 2013, the Company had 18 individual forward exchange contracts
for a notional $1.0 million each, which have various expiration dates through December 2014. These contracts have been designated
as cash flow hedges in accordance with the accounting guidance for derivatives.
Interest rate locks
Prior to the issuance of long-term notes in 2010 and 2008, the
Company entered into forward interest rate locks to hedge its exposure to fluctuations in treasury rates. The 2010 interest rate
lock resulted in a $1.6 million loss while the 2008 interest rate lock resulted in a $1.2 million gain. These amounts were recorded
in Accumulated other comprehensive loss, net of tax, and are being amortized over the life of the respective notes. The amortization
associated with these interest rate locks is reclassified from Accumulated other comprehensive loss to Interest expense in the
Consolidated Statement of Income. The amortization reclassification for the years ended December 31, 2013 and 2012 was not material.
As of both December 31, 2013 and December 31, 2012 there was $0.4 million of net unamortized losses reflected in Accumulated other
comprehensive loss.
The following table summarizes the results of cash flow hedging
relationships for years ended December 31, (in millions):
| |
Derivative Gain/(Loss) Recognized in | |
| |
| | |
| |
| |
Accumulated Other Comprehensive Loss, | |
Location of Gain/(Loss) | |
Gain/(Loss) Reclassified into Earnings |
| |
net of tax | |
Reclassified into Income | |
(Effective Portion) |
Derivative Instrument | |
2013 | | |
2012 | | |
(Effective Portion) | |
2013 | | |
2012 | |
Forward exchange contract | |
$ | 0.6 | | |
$ | (0.5 | ) | |
Cost of goods sold | |
$ | 0.4 | | |
$ | (0.1 | ) |
There was no hedge ineffectiveness with respect to the forward
exchange cash flow hedges during 2013, 2012 and 2011.
Long-term Debt
The total carrying value of long-term debt as of December 31,
2013 and 2012 was $597.2 million and $596.7 million, respectively, net of unamortized discount. As of December 31, 2013 and 2012,
the estimated fair value of the long-term debt was $631.0 million and $682.7 million, respectively, based on quoted market prices.
The Company’s long-term debt falls within level 2 of the fair value hierarchy.
NOTE 15 |
Commitments and Contingencies |
Legal and Environmental
The Company is subject to various legal proceedings arising in
the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s products,
intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified limits
for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for certain
other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency
that in management’s judgment is probable of occurrence and can be reasonably estimated. We continually reassess the likelihood
of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each
matter which includes consideration of outside legal counsel and, if applicable, other experts.
The Company is currently involved in litigation with Powerweb
Energy, Inc. as more fully described in Item 3 “Legal Proceedings” of this Annual Report on Form 10-K. The Company
believes it has meritorious defenses against all claims and it will continue to vigorously defend itself in this matter. During
2013, the Company recorded an accrual equal to the low end of its estimated range of outcome. In addition, the Company does not
believe the outcome will result in a material amount in excess of the existing accrual. Given the inherent uncertainty of litigation,
however, the ultimate resolution of this matter remains unclear and could have a material adverse effect on the Company’s
financial position, liquidity, and results of operations.
The Company is subject to
environmental laws and regulations which may require that it investigate and remediate the effects of potential contamination
associated with past and present operations as well as those acquired through business combinations. Environmental
liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The Company continues
to monitor these environmental matters and revalues its liabilities as necessary. Total environmental liabilities were $12.3
million and $12.5 million as of December 31, 2013 and 2012, respectively.
The Company accounts for conditional asset retirement and
environmental obligations in accordance with the applicable accounting guidance. The accounting guidance defines
“conditional asset retirement obligation” as a legal obligation to perform an asset retirement activity in which
the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the
Company. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement
obligation if the fair value of the liability can be reasonably estimated. Asset retirement obligations were not material as
of December 31, 2013 and 2012.
Leases
Total rental expense under operating leases was $23.2 million
in 2013, $21.9 million in 2012 and $21.7 million in 2011. The minimum annual rentals on non-cancelable, long-term, operating leases
in effect at December 31, 2013 are expected to approximate $15.5 million in 2014, $11.4 million in 2015, $8.6 million in 2016,
$5.7 million in 2017, $4.4 million in 2018 and $17.0 million thereafter. The Company’s leases primarily consist of operating
leases for buildings or equipment. The terms for building leases typically range from 5-25 years with 5-10 year renewal periods.
HUBBELL INCORPORATED - Form 10-K |
48 |
Activity in the Company’s common shares outstanding is set
forth below for the three years ended December 31, 2013 (in thousands):
|
Common Stock |
|
|
Class A |
|
Class B |
|
OUTSTANDING AT DECEMBER 31, 2010 |
|
7,167 |
|
53,601 |
|
Exercise of stock options/stock appreciation rights |
|
- |
|
638 |
|
Director compensation arrangements, net |
|
- |
|
8 |
|
Restricted/performance shares activity, net of forfeitures |
|
- |
|
140 |
|
Acquisition/surrender of shares |
|
- |
|
(2,316 |
) |
OUTSTANDING AT DECEMBER 31, 2011 |
|
7,167 |
|
52,071 |
|
Exercise of stock options/stock appreciation rights |
|
- |
|
804 |
|
Director compensation arrangements, net |
|
- |
|
18 |
|
Restricted/performance shares activity, net of forfeitures |
|
- |
|
197 |
|
Acquisition/surrender of shares |
|
- |
|
(1,021 |
) |
OUTSTANDING AT DECEMBER 31, 2012 |
|
7,167 |
|
52,069 |
|
Exercise of stock options/stock appreciation rights |
|
- |
|
157 |
|
Director compensation arrangements, net |
|
- |
|
16 |
|
Restricted/performance shares activity, net of forfeitures |
|
- |
|
138 |
|
Acquisition/surrender of shares |
|
- |
|
(375 |
) |
OUTSTANDING AT DECEMBER 31, 2013 |
|
7,167 |
|
52,005 |
|
Repurchased shares are retired when acquired and the purchase
price is charged against par value and additional paid-in capital. Shares may be repurchased through the Company’s stock
repurchase program, acquired by the Company from employees under the Hubbell Incorporated Stock Option Plan for Key Employees (the
“Option Plan”) or surrendered to the Company by employees in settlement of their minimum tax liability on vesting of
restricted shares and performance shares under the Hubbell Incorporated 2005 Incentive Award Plan as amended and restated, (the
“Award Plan”). Class A Common shares have twenty votes per share, while Class B Common shares have one vote per share.
In addition, the Company has 5.9 million authorized shares of preferred stock; no preferred shares are outstanding.
The Company has an amended and
restated Rights Agreement under which holders of Class A Common Stock have Class A Rights and holders of Class B Common Stock
have Class B Rights (collectively, “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 20 percent or more of the outstanding Class A Common Stock of the Company. Each Class A Right
entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock (“Series A Preferred Stock”), without par value, at a price of $175.00 per one one-thousandth of a share.
Similarly, each Class B Right entitles the holder to purchase one one-thousandth of a share of Series B Junior Participating
Preferred Stock (“Series B Preferred Stock”), without par value, at a price of $175.00 per one one-thousandth of
a share. The Rights may be redeemed by the Company for one cent per Right prior to the day a person or group of affiliated
persons acquires 20 percent or more of the outstanding Class A Common Stock of the Company. The Rights will expire in
December 31, 2018 (the “Final Expiration Date”), unless the Final Expiration Date is advanced or extended or
unless the Rights are earlier redeemed or exchanged by the Company.
Shares of Series A Preferred Stock or Series B Preferred Stock
purchasable upon exercise of the Rights will not be redeemable. Each share of Series A Preferred Stock or Series B Preferred
Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10.00 per share
but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event
of liquidation, the holders of the Series A Preferred Stock or Series B Preferred Stock will be entitled to a minimum preferential
liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment
of 1,000 times the payment made per share of Class A Common Stock or Class B Common Stock, respectively. Each share of Series A
Preferred Stock will have 20,000 votes and each share of Series B Preferred Stock will have 1,000 votes, voting together with the
Common Stock. Finally, in the event of any merger, consolidation, transfer of assets or earning power or other transaction in which
shares of Common Stock are converted or exchanged, each share of Series A Preferred Stock or Series B Preferred Stock will be entitled
to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions.
Upon the occurrence of certain events or transactions specified
in the Rights Agreement, each holder of a Right will have the right to receive, upon exercise, that number of shares of the Company’s
common stock or the acquiring company’s shares having a market value equal to twice the exercise price.
Shares of the Company’s common stock were reserved at December
31, 2013 as follows (in thousands):
| |
Common Stock | | |
Preferred
Stock |
|
| |
Class A | | |
Class B | | |
|
Exercise of outstanding stock options | |
| - | | |
| 51 | | |
| - | |
Future grant of stock-based compensation | |
| - | | |
| 1,807 | | |
| - | |
Exercise of stock purchase rights | |
| - | | |
| - | | |
| 59 | |
Shares reserved under other equity compensation plans | |
| - | | |
| 110 | | |
| - | |
TOTAL | |
| - | | |
| 1,968 | | |
| 59 | |
HUBBELL INCORPORATED - Form 10-K |
49 |
NOTE 17 |
Stock-Based Compensation |
As of December 31, 2013, the Company had various stock-based awards
outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based
awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of
estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention
of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately
for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility
is achieved, if less than the stated vesting period.
The Company’s long-term incentive program for awarding stock-based
compensation uses a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of
the Company’s Class B Common Stock pursuant to the Award Plan. Under the Award Plan, the Company may authorize up to 6.9
million shares of Class B Common Stock in settlement of restricted stock, performance shares, SARs or any-post 2004 grants of stock
options. The Company issues new shares for settlement of any stock-based awards. In 2013, the Company granted stock-based awards
using a combination of restricted stock, SARs and performance shares.
In 2013, 2012 and 2011, the Company recorded $14.3 million, $15.8 million
and $15.1 million of stock-based compensation costs, respectively. Of the total 2013 expense, $13.4 million was recorded to S&A
expense and $0.9 million was recorded to Cost of goods sold. In 2012 and 2011, $15.1 million and $14.4 million, respectively,
was recorded to S&A expense and $0.7 million in both 2012 and 2011, was recorded to Cost of goods sold. Stock-based compensation
costs capitalized to inventory was $0.2 million in 2013, 2012 and 2011. The Company recorded income tax benefits of approximately
$8.3 million, $17.6 million and $7.1 million in 2013, 2012 and 2011, respectively, related to stock-based compensation. At December
31, 2013, these benefits are recorded as either a deferred tax asset in Deferred taxes and other or in Other accrued liabilities
in the Consolidated Balance Sheet. As of December 31, 2013, there was $23.6 million, pretax, of total unrecognized compensation
cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized through 2016.
Each of the compensation arrangements is discussed below.
Restricted Stock
Stock Issued to Employees
The Company issues both service-based restricted stock awards
as well as performance-based restricted stock awards. Service-based restricted stock awards are expensed on a straight-line basis
over the requisite service period while performance-based restricted stock awards are expensed on a graded basis over the
requisite service period and are contingent upon meeting certain performance conditions. Restricted stock granted is not transferable
and is subject to forfeiture in the event of the recipient’s termination of employment prior to vesting. The restricted stock
generally vests in one-third increments annually for three years on each anniversary of the date of grant. Restricted stock awards
are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted
stock awards are considered participating securities in computing earnings per share. The restricted stock fair values are measured
using the average between the high and low trading prices of the Company’s Class B Common Stock on the most recent trading
day immediately preceding the grant date (“measurement date”).
Stock Issued to Non-employee Directors
In 2013, 2012 and 2011, each non-employee director received a
grant of Class B Common Stock. These grants were made on the date of the annual meeting of shareholders and vested or will vest
at the following year’s annual meeting of shareholders, upon a change of control or termination of service by reason of death.
These shares will be subject to forfeiture if the director’s service terminates prior to the date of the next regularly scheduled
annual meeting of shareholders to be held in the following calendar year. During the years 2013, 2012 and 2011, the Company issued
to non-employee directors 12,474 shares, 13,980 shares, and 12,568 shares, respectively.
Activity related to both employee and non-employee restricted
stock for the year ended December 31, 2013 is as follows (in thousands, except per share amounts):
| |
| | |
Weighted Average Grant Date |
| |
Shares | | |
Fair Value/Share |
RESTRICTED STOCK AT DECEMBER 31, 2012 | |
| 208 | | |
$ | 73.63 | |
Shares granted | |
| 82 | | |
| 105.83 | |
Shares vested | |
| (118 | ) | |
| 71.61 | |
Shares forfeited | |
| (5 | ) | |
| 65.50 | |
RESTRICTED STOCK AT
DECEMBER 31, 2013 | |
| 167 | | |
$ | 91.17 | |
The weighted average fair value per
share of restricted stock granted during the years 2013, 2012 and 2011 was $105.83, $82.18 and $65.10, respectively. The
total fair value of restricted stock vested during the years 2013, 2012 and 2011 was $8.4 million, $8.9 million and $8.7
million, respectively.
HUBBELL INCORPORATED - Form 10-K |
50 |
Stock Appreciation Rights
SARs granted entitle the recipient to the difference between the
fair market value of the Company’s Class B Common Stock on the date of exercise and the grant price as determined using the
average between the high and the low trading prices of the Company’s Class B Common Stock on the measurement date. This amount
is payable in shares of the Company’s Class B Common Stock. SARs vest and become exercisable in three equal installments
during the first three years following their grant date and expire ten years from the grant date.
Activity related to SARs for the year ended December 31, 2013
is as follows (in thousands, except per share amounts):
| |
Number of | | |
Weighted Average | |
Weighted Average Remaining | |
Aggregate Intrinsic | |
| |
Rights | | |
Exercise Price | |
Contractual Term | |
Value | |
OUTSTANDING AT DECEMBER 31, 2012 | |
| 1,633 | | |
$ | 59.44 | |
| |
| | |
Granted | |
| 247 | | |
| 107.60 | |
| |
| | |
Exercised | |
| (341 | ) | |
| 47.97 | |
| |
| | |
Forfeited | |
| (8 | ) | |
| 72.59 | |
| |
| | |
OUTSTANDING AT DECEMBER 31, 2013 | |
| 1,531 | | |
$ | 69.68 | |
7.4 YEARS | |
$ | 60,017 | |
EXERCISABLE AT DECEMBER 31, 2013 | |
| 960 | | |
$ | 57.56 | |
6.3 YEARS | |
$ | 49,274 | |
The aggregated intrinsic value of SARs exercised during 2013,
2012 and 2011 was $16.4 million, $32.5 million and $12.0 million, respectively.
The fair value of each SAR award was measured using the Black-Scholes
option pricing model. The following table summarizes the weighted-average assumptions used in estimating the fair value of the
SARs granted during the years 2013, 2012 and 2011.
| |
Expected | | |
Expected | | |
Risk Free | | |
Expected | |
Weighted Avg. Grant Date | |
| |
Dividend Yield | | |
Volatility | | |
Interest Rate | | |
Term | |
Fair Value of 1 SAR | |
2013 | |
| 1.9 | % | |
| 28.3 | % | |
| 1.6 | % | |
| 5.4 Years | |
$ | 24.58 | |
2012 | |
| 2.0 | % | |
| 29.4 | % | |
| 0.7 | % | |
| 5.5 Years | |
$ | 18.13 | |
2011 | |
| 2.6 | % | |
| 30.2 | % | |
| 1.1 | % | |
| 5.5 Years | |
$ | 13.70 | |
The expected dividend yield was calculated by dividing the Company’s
expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical
volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was
based upon historical exercise behavior of stock options and SARs. The risk-free interest rate is based on the U.S. Treasury yield
curve in effect at the time of grant for the expected term of the award.
Performance Shares
Performance shares represent the right to receive a share of the
Company’s Class B Common Stock after a three year period subject to the achievement of certain performance criteria established
by the Company’s Compensation Committee. Partial vesting in these awards may occur after separation from the Company for
retirement eligible employees.
In December 2013, 2012 and 2011, the Company granted 30,730; 38,656
and 39,456 performance shares, respectively. The grants’ performance conditions are subject to the achievement of certain
market-based criteria. Performance at target will result in vesting and issuance of the number of performance shares granted, equal
to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted.
In February 2014, the Company paid out 58,754 shares related to
its December 2010 performance award grant. The performance period associated with this award was from January 1, 2011 through December
31, 2013 and was based upon the Company’s total return to shareholders (“TSR”) compared to the TSR generated
by the other companies that comprise the S&P Mid-Cap 400 Index. The February 2014 payout was based upon achieving 200% of the
market-based criteria. The fair value of the December 2010 performance awards at vesting was $7.0 million.
The fair value of the market-based criteria for the fiscal year
2013, 2012 and 2011 performance share awards was determined based upon a lattice model. The following table summarizes the related
assumptions used to determine the fair values of the performance shares with respect to the market-based criteria. Expected volatilities
are based on historical volatilities of the Company’s stock over a three year period. The risk free interest rate is based
on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.
| |
Stock Price on | | |
Dividend | | |
Expected | | |
Risk Free | | |
Expected | |
Weighted Avg. Grant | |
| |
Measurement Date | | |
Yield | | |
Volatility | | |
Interest Rate | | |
Term | |
Date Fair Value | |
2013 | |
$ | 107.87 | | |
| 1.9 | % | |
| 33.8 | % | |
| 0.6 | % | |
| 3 Years | |
$ | 130.33 | |
2012 | |
$ | 83.73 | | |
| 2.0 | % | |
| 27.3 | % | |
| 0.4 | % | |
| 3 Years | |
$ | 100.77 | |
2011 | |
$ | 64.48 | | |
| 2.4 | % | |
| 35.9 | % | |
| 0.4 | % | |
| 3 Years | |
$ | 83.12 | |
Total stock-based compensation expense recorded related to performance
share awards was $2.5 million, $2.7 million and $2.1 million in 2013, 2012 and 2011, respectively. There has been no stock based
compensation recorded related to the 2013 performance award as the service inception date for this particular award begins on January
1, 2014.
HUBBELL INCORPORATED - Form 10-K |
51 |
Stock Option Awards
Prior to 2005, the Company granted options to officers and other
key employees to purchase the Company’s Class B Common Stock. All options granted had an exercise price equal to the average
between the high and low trading prices of the Company’s Class B Common Stock on the measurement date. These option awards
expire ten years after grant date. Exercises of existing stock option grants are expected to be settled in the Company’s
Class B Common Stock as authorized in the Option Plan. The last stock options granted by the Company were in 2004.
Stock option activity for the year ended December 31, 2013 is
set forth below (in thousands, except per share amounts):
| |
Number of | | |
Weighted Average | |
Weighted Average Remaining | |
Aggregate | |
| |
Shares | | |
Exercise Price | |
Contractual Term | |
Intrinsic Value | |
OUTSTANDING AT DECEMBER 31, 2012 | |
| 104 | | |
$ | 46.99 | |
| |
| | |
Exercised | |
| (53 | ) | |
| 46.05 | |
| |
| | |
OUTSTANDING AT DECEMBER
31, 2013 | |
| 51 | | |
$ | 47.95 | |
0.9 YEARS | |
$ | 3,139 | |
EXERCISABLE AT DECEMBER
31, 2013 | |
| 51 | | |
$ | 47.95 | |
0.9 YEARS | |
$ | 3,139 | |
The aggregate intrinsic value of stock options exercised during
2013, 2012 and 2011 was $2.9 million, $16.5 million and $12.0 million, respectively. Cash received from option exercises was $2.4
million, $24.8 million and $21.9 million for 2013, 2012 and 2011, respectively.
The Company recorded realized tax benefits from equity-based awards
of $8.4 million, $15.6 million, and $8.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. These
realized tax benefits have been reflected in Cash Flows From Financing Activities.
NOTE 18 |
Earnings
Per Share |
The Company computes earnings per share using the two-class method,
which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Restricted
stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends.
The following table sets forth the computation of earnings per
share for the three years ended December 31 (in millions, except per share amounts):
| |
2013 | | |
2012 | | |
2011 | |
Numerator: | |
| | | |
| | | |
| | |
Net income attributable to Hubbell | |
$ | 326.5 | | |
$ | 299.7 | | |
$ | 267.9 | |
Less: Earnings allocated to participating securities | |
| 1.0 | | |
| 1.0 | | |
| 1.0 | |
Net income available to common shareholders | |
$ | 325.5 | | |
$ | 298.7 | | |
$ | 266.9 | |
Denominator: | |
| | | |
| | | |
| | |
Average number of common shares outstanding | |
| 59.1 | | |
| 59.1 | | |
| 59.7 | |
Potential dilutive shares | |
| 0.5 | | |
| 0.7 | | |
| 0.7 | |
Average number of diluted shares outstanding | |
| 59.6 | | |
| 59.8 | | |
| 60.4 | |
Earnings per share: | |
| | | |
| | | |
| | |
Basic | |
$ | 5.51 | | |
$ | 5.05 | | |
$ | 4.47 | |
Diluted | |
$ | 5.47 | | |
$ | 5.00 | | |
$ | 4.42 | |
The Company did not have any significant anti-dilutive securities
in 2013, 2012 or 2011.
NOTE 19 |
Accumulated Other Comprehensive Loss |
A summary of the changes in Accumulated other comprehensive loss
(net of tax) for the year ended December 31, 2013 is provided below (in millions):
| |
| | |
Unrealized | | |
Pension and | | |
| | |
| |
| |
Cash Flow | | |
Gain (loss) on | | |
Post Retirement | | |
Cumulative | | |
| |
| |
Hedge (loss) | | |
Available-for- | | |
Benefit Plan | | |
Translation | | |
| |
(Debit) credit | |
Gain | | |
Sale Securities | | |
Adjustment | | |
Adjustment | | |
Total | |
BALANCE AT DECEMBER 31, 2012 | |
$ | (0.5 | ) | |
$ | 0.7 | | |
$ | (130.1 | ) | |
$ | 10.8 | | |
$ | (119.1 | ) |
Other comprehensive income (loss) before Reclassifications | |
| 0.6 | | |
| (0.3 | ) | |
| 54.8 | | |
| (15.0 | ) | |
| 40.1 | |
Amounts reclassified from accumulated other comprehensive
loss | |
| (0.3 | ) | |
| - | | |
| 8.3 | | |
| - | | |
| 8.0 | |
Current period other comprehensive income (loss) | |
| 0.3 | | |
| (0.3 | ) | |
| 63.1 | | |
| (15.0 | ) | |
| 48.1 | |
BALANCE AT DECEMBER 31, 2013 | |
$ | (0.2 | ) | |
$ | 0.4 | | |
$ | (67.0 | ) | |
$ | (4.2 | ) | |
$ | (71.0 | ) |
HUBBELL INCORPORATED - Form 10-K |
52 |
A summary of the gain (loss) reclassifications out of Accumulated
other comprehensive loss for the year ended December 31, 2013 is provided below (in millions):
| |
Year Ended | | |
Location of Gain (Loss) |
Details about Accumulated Other Comprehensive Loss Components | |
December 31 | | |
Reclassified into Income |
Cash flow hedges gain (loss): | |
| | | |
|
Forward exchange contracts | |
$ | 0.4 | | |
Cost of goods sold |
| |
| 0.4 | | |
Total before tax |
| |
| (0.1 | ) | |
Tax (expense) benefit |
| |
$ | 0.3 | | |
Gain (loss) net of tax |
Amortization of defined benefit pension and post retirement benefit items: | |
| | | |
|
Prior-service costs | |
$ | 0.8 | (a) | |
|
Actuarial gains/(losses) | |
| (13.7 | )(a) | |
|
| |
| (12.9 | ) | |
Total before tax |
| |
| 4.6 | | |
Tax benefit (expense) |
| |
$ | (8.3 | ) | |
(Loss) gain net of tax |
Losses reclassified
into earnings | |
$ | (8.0 | ) | |
(Loss) gain net of tax |
(a) | These
accumulated other comprehensive loss components are included in the computation of net
periodic pension cost (see Note 10 - Retirement Benefits for additional details). |
NOTE 20 |
Industry
Segments and Geographic Area Information |
Nature of Operations
Hubbell Incorporated was founded as a proprietorship in 1888,
and was incorporated in Connecticut in 1905. Hubbell designs, manufactures and sells quality electrical and electronic products
for a broad range of non-residential and residential construction, industrial and utility applications. Products are either sourced
complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, China, Mexico, Italy,
the UK, Brazil and Australia. Hubbell also participates in joint ventures in Taiwan and Hong Kong, and maintains offices in Singapore,
China, India, Mexico, South Korea and countries in the Middle East.
The Company’s reporting segments consist of the Electrical
segment (comprised of electrical systems products and lighting products), and the Power segment, as described below.
The Electrical segment is comprised of businesses
that sell stock and custom products including standard and special application wiring device products, rough-in electrical products,
connector and grounding products, lighting fixtures and controls, and other electrical equipment. The products are typically used
in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians,
and telecommunications companies. In addition, certain businesses design and manufacture a variety of high voltage test and measurement
equipment, industrial controls and communication systems used in the non-residential and industrial markets. Many of these products
are designed such that they can also be used in harsh and hazardous locations where a potential for fire and explosion exists
due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in the oil and gas (onshore
and offshore) and mining industries. There are also a variety of lighting fixtures, wiring devices and electrical products that
have residential and utility applications. These products are primarily sold through electrical and industrial distributors, home
centers, some retail and hardware outlets, lighting showrooms and residential product oriented internet sites. Special application
products are sold primarily through wholesale distributors to contractors, industrial customers and OEMs. High voltage products
are also sold direct to customers through our sales engineers.
The Power segment consists of operations that design and manufacture
various distribution, transmission, substation and telecommunications products primarily used by the electrical utility industry.
In addition, certain of these products are used in the civil construction and transportation industries. Products are sold to distributors
and directly to users such as electric utilities, telecommunication companies, mining operations, industrial firms, construction
and engineering firms.
Financial Information
Financial information by industry segment, product class and geographic
area for the three years ended December 31, 2013, is summarized below (in millions). When reading the data the following items
should be noted:
| • | Net sales comprise sales to unaffiliated customers — inter-segment and inter-area sales are not significant. |
| • | Segment operating income consists of net sales less operating expenses, including total corporate expenses, which are generally
allocated to each segment on the basis of the segment’s percentage of consolidated net sales. Interest expense and investment
income and other expense, net have not been allocated to segments as these items are centrally managed by the Company. |
| • | General corporate assets not allocated to segments are principally cash, prepaid pensions, investments and deferred taxes.
These assets have not been allocated as they are centrally managed by the Company. |
HUBBELL INCORPORATED - Form 10-K | 53 |
INDUSTRY SEGMENT DATA
| |
2013 | | |
2012 | | |
2011 | |
Net Sales: | |
| | | |
| | | |
| | |
Electrical | |
$ | 2,262.6 | | |
$ | 2,114.6 | | |
$ | 2,004.2 | |
Power | |
| 921.3 | | |
| 929.8 | | |
| 867.4 | |
TOTAL NET SALES | |
$ | 3,183.9 | | |
$ | 3,044.4 | | |
$ | 2,871.6 | |
Operating Income: | |
| | | |
| | | |
| | |
Electrical | |
$ | 341.1 | | |
$ | 303.7 | | |
$ | 282.0 | |
Power | |
| 166.5 | | |
| 168.1 | | |
| 141.8 | |
Operating income | |
| 507.6 | | |
| 471.8 | | |
| 423.8 | |
Interest expense | |
| (30.8 | ) | |
| (30.8 | ) | |
| (30.9 | ) |
Investment income and other expense, net | |
| (3.0 | ) | |
| 0.8 | | |
| (3.1 | ) |
INCOME BEFORE INCOME TAXES | |
$ | 473.8 | | |
$ | 441.8 | | |
$ | 389.8 | |
Assets: | |
| | | |
| | | |
| | |
Electrical | |
$ | 1,813.8 | | |
$ | 1,659.2 | | |
$ | 1,558.2 | |
Power | |
| 707.0 | | |
| 710.4 | | |
| 659.8 | |
General Corporate | |
| 666.4 | | |
| 577.4 | | |
| 628.5 | |
TOTAL ASSETS | |
$ | 3,187.2 | | |
$ | 2,947.0 | | |
$ | 2,846.5 | |
Capital Expenditures: | |
| | | |
| | | |
| | |
Electrical | |
$ | 32.4 | | |
$ | 27.1 | | |
$ | 35.9 | |
Power | |
| 25.0 | | |
| 20.4 | | |
| 16.5 | |
General Corporate | |
| 1.4 | | |
| 1.6 | | |
| 3.0 | |
TOTAL CAPITAL EXPENDITURES | |
$ | 58.8 | | |
$ | 49.1 | | |
$ | 55.4 | |
Depreciation and Amortization: | |
| | | |
| | | |
| | |
Electrical | |
$ | 48.0 | | |
$ | 45.8 | | |
$ | 47.1 | |
Power | |
| 22.6 | | |
| 21.0 | | |
| 21.1 | |
TOTAL DEPRECIATION AND AMORTIZATION | |
$ | 70.6 | | |
$ | 66.8 | | |
$ | 68.2 | |
PRODUCT CLASS DATA
| |
2013 | | |
2012 | | |
2011 | |
Net Sales: | |
| | | |
| | | |
| | |
Electrical Systems | |
$ | 1,466.4 | | |
$ | 1,376.1 | | |
$ | 1,271.4 | |
Lighting | |
| 796.2 | | |
| 738.5 | | |
| 732.8 | |
Power | |
| 921.3 | | |
| 929.8 | | |
| 867.4 | |
TOTAL NET SALES | |
$ | 3,183.9 | | |
$ | 3,044.4 | | |
$ | 2,871.6 | |
GEOGRAPHIC AREA DATA
| |
2013 | | |
2012 | | |
2011 | |
Net Sales: | |
| | | |
| | | |
| | |
United States | |
$ | 2,687.6 | | |
$ | 2,541.6 | | |
$ | 2,381.5 | |
International | |
| 496.3 | | |
| 502.8 | | |
| 490.1 | |
TOTAL NET SALES | |
$ | 3,183.9 | | |
$ | 3,044.4 | | |
$ | 2,871.6 | |
Operating Income: | |
| | | |
| | | |
| | |
United States | |
$ | 417.5 | | |
$ | 383.8 | | |
$ | 338.0 | |
International | |
| 90.1 | | |
| 88.0 | | |
| 85.8 | |
TOTAL OPERATING INCOME | |
$ | 507.6 | | |
$ | 471.8 | | |
$ | 423.8 | |
Long-lived Assets: | |
| | | |
| | | |
| | |
United States | |
$ | 1,341.4 | | |
$ | 1,225.4 | | |
$ | 1,185.4 | |
International | |
| 212.3 | | |
| 227.0 | | |
| 225.1 | |
TOTAL LONG-LIVED ASSETS | |
$ | 1,553.7 | | |
$ | 1,452.4 | | |
$ | 1,410.5 | |
On a geographic basis, the Company defines “international”
as operations based outside of the United States and its possessions. As a percentage of total net sales, shipments from foreign
operations directly to third parties were 16% in 2013 and 17% in 2012 and 2011, with the Canada, UK and Brazil operations representing
approximately 30%, 24% and 12%, respectively, of 2013 total international net sales. Long-lived assets, excluding deferred tax
assets, of international subsidiaries were 14% of the consolidated total in 2013 and 16% in both 2012 and 2011, with the UK, Mexico
and Canada operations representing approximately 29%, 19%, and 18%, respectively, of the 2013 international total. Export sales
from United States operations were $213.0 million in 2013, $243.9 million in 2012 and $210.2 million in 2011.
HUBBELL INCORPORATED - Form 10-K |
54 |
The Company accrues for costs associated with guarantees when
it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely costs to be incurred
are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely,
the minimum is accrued.
The Company records a liability equal to the fair value of guarantees
in the Consolidated Balance Sheet in accordance with the accounting guidance for guarantees. As of December 31, 2013, the fair
value and maximum potential payment related to the Company’s guarantees were not material.
The Company offers product warranties which cover defects
on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for
their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses,
recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the
estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are
incurred, additional information becomes known or as historical experience indicates.
Changes in the accrual for product warranties in 2013 are set
forth below (in millions):
BALANCE AT DECEMBER 31, 2012 | |
$ | 7.0 | |
Provision | |
| 10.3 | |
Expenditures/other | |
| (10.7 | ) |
BALANCE AT DECEMBER 31, 2013 | |
$ | 6.6 | |
NOTE 22 |
Quarterly
Financial Data (Unaudited) |
The table below sets forth summarized quarterly financial data
for the years ended December 31, 2013 and 2012 (in millions, except per share amounts):
| |
First Quarter | | |
Second Quarter | | |
Third Quarter | | |
Fourth Quarter | |
2013 | |
| | | |
| | | |
| | | |
| | |
Net Sales | |
$ | 740.1 | | |
$ | 801.3 | | |
$ | 835.9 | | |
$ | 806.6 | |
Gross Profit | |
$ | 236.3 | | |
$ | 272.0 | | |
$ | 291.3 | | |
$ | 270.9 | |
Net Income | |
$ | 66.8 | | |
$ | 83.0 | | |
$ | 97.2 | | |
$ | 82.8 | |
Net Income attributable to Hubbell | |
$ | 65.9 | | |
$ | 82.1 | | |
$ | 96.5 | | |
$ | 82.0 | |
Earnings Per Share — Basic | |
$ | 1.11 | | |
$ | 1.38 | | |
$ | 1.63 | | |
$ | 1.39 | |
Earnings Per Share — Diluted | |
$ | 1.10 | | |
$ | 1.37 | | |
$ | 1.62 | | |
$ | 1.38 | |
2012 | |
| | | |
| | | |
| | | |
| | |
Net Sales | |
$ | 723.8 | | |
$ | 778.4 | | |
$ | 789.7 | | |
$ | 752.5 | |
Gross Profit | |
$ | 234.1 | | |
$ | 259.8 | | |
$ | 268.5 | | |
$ | 249.8 | |
Net Income | |
$ | 63.6 | | |
$ | 78.0 | | |
$ | 87.6 | | |
$ | 72.9 | |
Net Income attributable to Hubbell | |
$ | 63.2 | | |
$ | 77.5 | | |
$ | 87.1 | | |
$ | 71.9 | |
Earnings Per Share — Basic | |
$ | 1.06 | | |
$ | 1.31 | | |
$ | 1.47 | | |
$ | 1.21 | |
Earnings Per Share — Diluted | |
$ | 1.05 | | |
$ | 1.29 | | |
$ | 1.45 | | |
$ | 1.20 | |
HUBBELL INCORPORATED - Form 10-K | 55 |
ITEM 9
|
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure |
Not applicable.
ITEM 9A |
Controls
and Procedures |
The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures
which, by their nature, can provide only reasonable assurance that the controls and procedures will meet their objectives.
The Company carried out an evaluation, under the supervision and
with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and
15d-15(e), as of the end of the period covered by this report on Form 10-K. Based upon that evaluation, each of the Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at a reasonable
assurance level. Management’s annual report on internal control over financial reporting and the independent registered public
accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, 2013
are included in Item 8 of this Annual Report on Form 10-K.
There have been no changes in the Company’s internal control
over financial reporting that occurred during the Company’s most recently completed quarter that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Not applicable.
HUBBELL
INCORPORATED - Form 10-K |
56 |
ITEM 10 |
Directors, Executive Officers and Corporate Governance(1) |
|
|
ITEM 11 |
Executive Compensation(2) |
|
|
ITEM 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Equity Compensation Plan Information
The following table provides information as of December 31, 2013 with respect
to the Company’s common stock that may be issued under the Company’s equity compensation plans (in thousands, except
per share amounts):
Plan Category | |
A Number of Securities to be Issued upon Exercise of
Outstanding Options, Warrants and Rights | | |
B Weighted Average Exercise Price of Outstanding
Options, Warrants and Rights | | |
C Number of Securities Remaining Available for Future Issuance
Under Equity Compensation Plans (Excluding
Securities Reflected in Column A) | |
Equity Compensation Plans Approved by Shareholders(a) | |
1,759 | (c)(e) | |
$68.98 | (f) | |
1,807 | (c) |
Equity Compensation Plans Not Requiring Shareholder Approval(b) | |
68 | (c)(d) | |
- | | |
42 | (c) |
TOTAL | |
1,827 | | |
$68.98 | | |
1,849 | |
(a) |
The Company’s (1) Option Plan and (2) Award Plan. |
|
|
(b) |
The Company’s Deferred Compensation Plan for Directors. |
|
|
(c) |
Class B Common Stock. |
|
|
(d) |
Represents amount of shares currently deferred under this plan. These shares are not included in the total weighted average exercise price included in column B. |
|
|
(e) |
Includes 177 performance share awards assuming a maximum payout target. The Company does not anticipate that the maximum payout target will be achieved for all of these awards. |
|
|
(f) |
Weighted average exercise price excludes performance share awards included in column A. |
The remaining information required by this item is incorporated by reference
to the subheading “Voting Rights and Security Ownership of Certain Beneficial Owners and Management” of the definitive
proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May 6, 2014.
(1) |
Certain of the information
required by this item regarding executive officers is included under the subheading “Executive Officers of the Registrant”
at the end of Part I of this Form 10-K and the remaining required information is incorporated by reference to the subheadings
“Item 1 – Election of Directors,” “General – Information Regarding Executive Officers,”
“General – Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance –
Code of Ethics,” and “Corporate Governance – Board Committees – Audit Committee” of the definitive
proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May 6, 2014. |
|
|
(2) |
The information
required by this item is incorporated by reference to the subheadings “Compensation Discussion and Analysis,”
“Compensation Committee Report,” “Executive Compensation” and “Compensation of
Directors” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be
held on May 6, 2014. |
HUBBELL
INCORPORATED - Form 10-K |
57 |
ITEM 13 |
Certain Relationships and Related Transactions and Director Independence(3) |
|
|
ITEM 14 |
Principal
Accountant Fees and Services(4) |
(3) |
The information required by this item is incorporated by reference to the subheadings “General – Review and Approval of Related Person Transactions” and “Corporate Governance – Director Independence” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May 6, 2014. |
|
|
(4) |
The information required by this item is incorporated by reference to the heading “Item 2 – Ratification of the Selection of Independent Registered Public Accounting Firm” of the definitive proxy statement for the Company’s annual meeting of shareholders scheduled to be held on May 6, 2014. |
HUBBELL
INCORPORATED - Form 10-K |
58 |
ITEM 15 |
Exhibits and Financial Statement Schedule |
1. |
Financial Statements
and Schedule |
Financial statements and schedule listed in the Index to Financial Statements
and Schedule are filed as part of this Annual Report on Form 10-K.
| |
| |
Incorporated by Reference | |
|
Number | |
Description | |
Form | |
File No. | |
Exhibit | |
Filing Date | |
Filed/ Furnished Herewith |
3.1 | |
Restated Certificate of Incorporation, as amended and restated as of September 23, 2003 | |
10-Q | |
001-02958 | |
3a | |
11/10/03 | |
|
3.2 | |
Amended and Restated By-Laws of Hubbell Incorporated, as amended on May 7, 2013 | |
8-K | |
001-02958 | |
3.1 | |
5/10/13 | |
|
4.1 | |
Senior Indenture, dated as of September 15, 1995, between Hubbell Incorporated and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as trustee | |
S-4 | |
333-90754 | |
4a | |
6/18/02 | |
|
4.2 | |
First Supplemental Indenture, dated as of June 2, 2008, between Hubbell Incorporated and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., The Chase Manhattan Bank and Chemical Bank), as trustee, including the form of 5.95% Senior Notes due 2018 | |
8-K | |
001-02958 | |
4.2 | |
6/2/08 | |
|
4.3 | |
Second Supplemental Indenture, dated as of November 17, 2010, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A., JPMorgan Chase Bank, N.A., The Chase Manhattan Bank and Chemical Bank), as trustee, including the form of 3.625% Senior Notes due 2022 | |
8-K | |
001-02958 | |
4.2 | |
11/17/10 | |
|
4.4 | |
Amended and Restated Rights Agreement, dated as of December 17, 2008, between Hubbell Incorporated and Mellon Investor Services LLC (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent | |
8-K | |
001-02958 | |
4.1 | |
12/17/08 | |
|
10.1† | |
Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | |
10-Q | |
001-02958 | |
10a | |
10/26/07 | |
|
10.1(a)† | |
Amendment, dated February 15, 2008, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | |
10-K | |
001-02958 | |
10.nn | |
2/25/08 | |
|
10.1(b)† | |
Amendment, dated December 28, 2010, to Hubbell Incorporated Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005 | |
10-K | |
001-02958 | |
10a(1) | |
2/16/11 | |
|
10.2† | |
Hubbell Incorporated Retirement Plan for Directors, as amended and restated effective January 1, 2005 | |
10-Q | |
001-02958 | |
10i | |
10/26/07 | |
|
10.3† | |
Hubbell Incorporated Supplemental Management Retirement Plan, effective September 12, 2007 | |
10-Q | |
001-02958 | |
10.kk | |
10/26/07 | |
|
10.3(a)† | |
Amendment to Hubbell Incorporated Supplemental Management Retirement Plan, effective September 12, 2007 | |
10-K | |
001-02958 | |
10.kk(1) | |
2/16/11 | |
|
10.4† | |
Hubbell Incorporated Stock Option Plan for Key Employees, as amended and restated effective May 5, 2003 | |
10-Q | |
001-02958 | |
10(1) | |
8/12/03 | |
|
10.4(a)† | |
Amendment, dated June 9, 2004, to the Hubbell Incorporated Stock Option Plan for Key Employees | |
10-Q | |
001-02958 | |
10ee | |
8/5/04 | |
|
HUBBELL
INCORPORATED - Form 10-K |
59 |
| |
| |
Incorporated
by Reference | |
|
Number | |
Description | |
Form | |
File No. | |
Exhibit | |
Filing Date | |
Filed/ Furnished Herewith |
10.4(b)† | |
Amendment, dated September 21, 2006, to the Hubbell Incorporated Stock Option Plan for Key Employees | |
10-Q | |
001-02958 | |
10.2 | |
11/7/06 | |
|
10.5† | |
Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective January 1, 2005, as amended December 4, 2007 | |
10-K | |
001-02958 | |
10f | |
2/25/08 | |
|
10.5(a)† | |
Amendment, dated December 10, 2008, to the Hubbell Incorporated Deferred Compensation Plan for Directors | |
10-K | |
001-02958 | |
10f(1) | |
2/20/09 | |
|
10.5(b)† | |
Amendment, dated December 21, 2011, to the Hubbell Incorporated Deferred Compensation Plan for Directors | |
10-K | |
001-02958 | |
10f(2) | |
2/15/12 | |
|
10.6† | |
Hubbell Incorporated Amended and Restated Deferred Compensation Plan for Directors, as amended and restated effective February 7, 2013 | |
10-Q | |
001-02958 | |
10f | |
4/19/13 | |
|
10.7† | |
Hubbell Incorporated Executive Deferred Compensation Plan, effective January 1, 2008 | |
10-Q | |
001-02958 | |
10.jj | |
10/26/07 | |
|
10.8† | |
Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005 | |
10-Q | |
001-02958 | |
10w | |
10/26/07 | |
|
10.8(a)† | |
Amendment to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, 2005 | |
10-K | |
001-02958 | |
10w(1) | |
2/16/11 | |
|
10.9† | |
Hubbell Incorporated Incentive Compensation Plan, adopted effective January 1, 2002 | |
10-K | |
001-02958 | |
10z | |
3/20/02 | |
|
10.10† | |
Hubbell Incorporated Senior Executive Incentive Compensation Plan, effective January 1, 2011 | |
8-K | |
001-02958 | |
10.1 | |
5/5/11 | |
|
10.11† | |
Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated effective as of May 3, 2010 | |
8-K | |
001-02958 | |
10.1 | |
5/7/10 | |
|
10.12† | |
Form of Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | |
10-Q | |
001-02958 | |
10.5 | |
7/19/13 | |
|
10.13† | |
Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | |
10-Q | |
001-02958 | |
10.8 | |
7/19/13 | |
|
10.14† | |
Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | |
10-Q | |
001-02958 | |
10.6 | |
7/19/13 | |
|
10.15† | |
Form of Performance Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | |
10-Q | |
001-02958 | |
10.7 | |
7/19/13 | |
|
10.16 | |
Form of Performance Based Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated | |
| |
| |
| |
| |
* |
10.17† | |
Hubbell Incorporated Key Employee Supplemental Medical Plan, as amended and restated effective January 1, 2005 | |
10-Q | |
001-02958 | |
10h | |
10/26/07 | |
|
10.18† | |
Hubbell Incorporated Defined Contribution Restoration Plan, effective January 1, 2011 | |
8-K | |
001-02958 | |
10.1 | |
12/13/10 | |
|
10.19† | |
Hubbell Incorporated Policy for Providing Severance Payments to Senior Employees, effective February 11, 2011 | |
8-K | |
001-02958 | |
10.1 | |
2/16/11 | |
|
10.20† | |
Grantor Trust for Senior Management Plans Trust Agreement, dated as of March 14, 2005, between Hubbell Incorporated and The Bank of New York, as Trustee | |
8-K | |
001-02958 | |
10.9 | |
3/15/05 | |
|
10.20(a)† | |
First Amendment, dated as of January 1, 2005, to the Hubbell Incorporated Grantor Trust for Senior Management Plans Trust Agreement | |
10-K | |
001-02958 | |
10.9.1 | |
2/25/08 | |
|
10.20(b)† | |
Second Amendment, dated as of June 3, 2009, to the Hubbell Incorporated Grantor Trust for Senior Management Plans Trust Agreement | |
10-Q | |
001-02958 | |
10.9.2 | |
7/24/09 | |
|
10.20(c)† | |
Third Amendment, dated as of May 11, 2012, to the Hubbell Incorporated Grantor Trust for Senior Management Plans Trust Agreement | |
10-Q | |
001-02958 | |
10.9.3 | |
7/20/12 | |
|
10.21† | |
Grantor Trust for Non-Employee Director Plans Trust Agreement, dated as of March 14, 2005, between Hubbell Incorporated and The Bank of New York | |
8-K | |
001-02958 | |
10.10 | |
3/15/05 | |
|
10.21(a)† | |
First Amendment, dated as of January 1, 2005, to the Hubbell Incorporated Grantor Trust for Non-Employee Director Plans Trust Agreement | |
10-K | |
001-02958 | |
10.10.1 | |
2/25/08 | |
|
10.21(b)† | |
Second Amendment, dated as of May 11, 2012, to the Hubbell Incorporated Grantor Trust for Non-Employee Director Plans Trust Agreement | |
10-Q | |
001-02958 | |
10.10.2 | |
7/20/12 | |
|
10.22† | |
Trust Agreement, dated as of January 1, 2008, by and between Hubbell Incorporated and T. Rowe Price Trust Company, as Trustee | |
10-K | |
001-02958 | |
10.mm | |
2/25/08 | |
|
10.23† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and James H. Biggart | |
8-K | |
001-02958 | |
10.4 | |
1/5/11 | |
|
10.24† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and William R. Murphy | |
8-K | |
001-02958 | |
10.5 | |
1/5/11 | |
|
10.25† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and Gary N. Amato | |
8-K | |
001-02958 | |
10.7 | |
1/5/11 | |
|
HUBBELL
INCORPORATED - Form 10-K |
60 |
| |
| |
Incorporated
by Reference | |
|
Number | |
Description | |
Form | |
File No. | |
Exhibit | |
Filing Date | |
Filed/ Furnished Herewith |
10.26† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and David G. Nord | |
8-K | |
001-02958 | |
10.2 | |
1/5/11 | |
|
10.26(a)† | |
Amendment, dated as of January 1, 2013, to Change in Control Severance Agreement between Hubbell Incorporated and David G. Nord | |
8-K | |
001-02958 | |
10.1 | |
12/6/12 | |
|
10.27† | |
Letter Agreement, dated August 24, 2005, between Hubbell Incorporated and David G. Nord | |
8-K | |
001-02958 | |
99.1 | |
9/6/05 | |
|
10.28† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and Scott H. Muse | |
8-K | |
001-02958 | |
10.8 | |
1/5/11 | |
|
10.29† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and William T. Tolley | |
8-K | |
001-02958 | |
10.9 | |
1/5/11 | |
|
10.30† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and William R. Sperry | |
8-K | |
001-02958 | |
10.1 | |
9/17/12 | |
|
10.30(a)† | |
Amendment, dated September 11, 2012, to Change in Control Severance Agreement between Hubbell Incorporated and William R. Sperry | |
8-K | |
001-02958 | |
10.2 | |
9/17/12 | |
|
10.31† | |
Change in Control Severance Agreement, dated as of September 11, 2012, between Hubbell Incorporated and An-Ping Hsieh | |
10-Q | |
001-02958 | |
10.xx | |
10/19/12 | |
|
10.32† | |
Letter Agreement, dated as of August 2, 2012, between Hubbell Incorporated and An-Ping
Hsieh | |
10-Q | |
001-02958 | |
10.1 | |
7/19/13 | |
|
10.33† | |
Change in Control Severance Agreement, dated as of April 15, 2013, between Hubbell Incorporated and Mr. Joseph A. Capozzoli | |
8-K | |
001-02958 | |
10.1 | |
04/19/13 | |
|
10.34† | |
Letter Agreement, dated as of February 15, 2013, between Hubbell Incorporated and Mr. Joseph A. Capozzoli | |
8-K | |
001-02958 | |
10.2 | |
04/19/13 | |
|
10.35† | |
Change in Control Severance Agreement, dated as of December 31, 2010, between Hubbell Incorporated and Stephen M. Mais | |
10-Q | |
001-02958 | |
10.3 | |
7/19/13 | |
|
10.36† | |
Change in Control Severance Agreement, dated as of January 24, 2014, between Hubbell Incorporated and Gerben W. Bakker | |
| |
| |
| |
| |
* |
10.37 | |
Credit Agreement, dated as of October 20, 2011 by and among Hubbell Incorporated, Hubbell Cayman Limited, Hubbell Investments Limited, the Lenders Party thereto, Wells Fargo Bank, National Association and HSBC Bank USA National Association as Syndication Agents and Bank of America, N.A. and U.S. Bank National Association as Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities, LLC, Wells Fargo Securities, LLC and HSBC Bank USA, National Association as Joint Lead Arrangers and Joint Bookrunners | |
8-K | |
001-02958 | |
99.1 | |
10/20/11 | |
|
10.37(a) | |
Amendment No. 1, dated as of March 7, 2013, to Credit Agreement by and among Hubbell Incorporated, Hubbell Cayman Limited, Hubbell Investments Limited, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto | |
10-Q | |
001-02958 | |
10.1 | |
10/18/13 | |
|
10.37(b) | |
Amendment No. 2, dated as of October 31, 2013, to Credit Agreement by and among Hubbell Incorporated, Hubbell Cayman Limited, Hubbell Investments Limited, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto | |
| |
| |
| |
| |
* |
21.1 | |
List of subsidiaries | |
| |
| |
| |
| |
* |
23.1 | |
Consent of PricewaterhouseCoopers LLP | |
| |
| |
| |
| |
* |
31.1 | |
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| |
| |
| |
| |
* |
31.2 | |
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| |
| |
| |
| |
* |
32.1 | |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| |
| |
| |
| |
** |
32.2 | |
Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| |
| |
| |
| |
** |
101.INS | |
XBRL Instance Document | |
| |
| |
| |
| |
* |
101.SCH | |
XBRL Taxonomy Extension Schema Document | |
| |
| |
| |
| |
* |
101.CAL | |
XBRL Taxonomy Extension Calculation Linkbase Document | |
| |
| |
| |
| |
* |
101.DEF | |
XBRL Taxonomy Extension Definition Linkbase Document | |
| |
| |
| |
| |
* |
101.LAB | |
XBRL Taxonomy Extension Label Linkbase Document | |
| |
| |
| |
| |
* |
101.PRE | |
XBRL Taxonomy Extension Presentation Linkbase Document | |
| |
| |
| |
| |
* |
† |
A management contract
or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K. |
|
|
* |
Filed herewith. |
|
|
** |
Furnished herewith. |
HUBBELL
INCORPORATED - Form 10-K |
61 |
Signatures
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/ JOSEPH A. CAPOZZOLI |
|
By |
/s/ WILLIAM R. SPERRY |
|
Joseph A. Capozzoli |
|
|
William R. Sperry |
|
Vice
President and Controller |
|
|
Senior Vice President and Chief |
|
(Principal
Accounting Officer) |
|
|
Financial Officer |
Date: |
February 18, 2014 |
|
|
|
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.
|
|
|
Title |
Date |
By |
|
/s/ T. H. POWERS
T. H. Powers |
Chairman of the Board |
2/18/14 |
By |
|
/s/ D. G. NORD
D. G. Nord |
President and Chief Executive Officer
and Director |
2/18/14 |
By |
|
/s/ W. R. SPERRY
W. R. Sperry |
Senior Vice President and Chief Financial
Officer |
2/18/14 |
By |
|
/s/ J. A. CAPOZZOLI
J. A. Capozzoli |
Vice President, Controller |
2/18/14 |
By |
|
/s/ C. M. CARDOSO
C. M. Cardoso |
Director |
2/18/14 |
By |
|
/s/ L. J. GOOD
L. J. Good |
Director |
2/18/14 |
By |
|
/s/ A. J. GUZZI
A. J. Guzzi |
Director |
2/18/14 |
By |
|
/s/ N. J. KEATING
N. J. Keating |
Director |
2/18/14 |
By |
|
/s/ J. F. MALLOY
J. F. Malloy |
Director |
2/18/14 |
By |
|
/s/ A. MCNALLY IV
A. McNally IV |
Director |
2/18/14 |
By |
|
/s/ G. J. RATCLIFFE
G. J. Ratcliffe |
Director |
2/18/14 |
By |
|
/s/ C. A. RODRIGUEZ
C. A. Rodriguez |
Director |
2/18/14 |
By |
|
/s/ J. G. RUSSELL
J. G. Russell |
Director |
2/18/14 |
By |
|
/s/ S. R. SHAWLEY
S. R. Shawley |
Director |
2/18/14 |
By |
|
/s/
R. J. SWIFT
R. J. Swift |
Director |
2/18/14 |
HUBBELL
INCORPORATED - Form 10-K |
62 |
Valuation and Qualifying Accounts and Reserves for the Years Ended December
31, 2011, 2012 and 2013
Reserves deducted in the balance sheet from the assets to which they apply
(in millions):
| |
Balance at Beginning of Year | | |
Additions / (Reversals) Charged to Costs and Expenses | | |
Deductions | | |
Balance at End of Year | |
Allowances for doubtful accounts receivable: | |
| | | |
| | | |
| | | |
| | |
Year 2011 | |
$ | 3.6 | | |
$ | 0.1 | | |
$ | (0.7 | ) | |
$ | 3.0 | |
Year 2012 | |
$ | 3.0 | | |
$ | 1.4 | | |
$ | (1.2 | ) | |
$ | 3.2 | |
Year 2013 | |
$ | 3.2 | | |
$ | (0.2 | ) | |
$ | (0.9 | ) | |
$ | 2.1 | |
Allowance for credit memos and returns: | |
| | | |
| | | |
| | | |
| | |
Year 2011 | |
$ | 18.6 | | |
$ | 155.0 | | |
$ | (153.2 | ) | |
$ | 20.4 | |
Year 2012 | |
$ | 20.4 | | |
$ | 168.1 | | |
$ | (168.0 | ) | |
$ | 20.5 | |
Year 2013 | |
$ | 20.5 | | |
$ | 181.7 | | |
$ | (173.2 | ) | |
$ | 29.0 | |
Valuation allowance on deferred tax assets: | |
| | | |
| | | |
| | | |
| | |
Year 2011 | |
$ | 18.0 | | |
$ | 1.7 | | |
$ | — | | |
$ | 19.7 | |
Year 2012 | |
$ | 19.7 | | |
$ | 6.4 | | |
$ | — | | |
$ | 26.1 | |
Year 2013 | |
$ | 26.1 | | |
$ | 2.6 | | |
$ | (0.2 | ) | |
$ | 28.5 | |
HUBBELL
INCORPORATED - Form 10-K |
63 |
HUBBELL
INCORPORATED
PERFORMANCE
BASED RESTRICTED STOCK AWARD AGREEMENT
HUBBELL
INCORPORATED 2005 INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED
Grant Date: December 10, 2013
As noted in your Award notification letter, effective on the
Grant Date you have been granted the number of shares of Performance Based Restricted Stock of Hubbell Incorporated (the “Company”)
set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award
Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this
Agreement. By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein,
the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms
used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
Until vested, the Performance Based Restricted Stock shall be
subject to forfeiture in the event of the termination of your employment or service with the Company and all of its Subsidiaries
for any reason other than Retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries,
with or without cause or by mutual agreement (“Termination of Service”) or in the event the performance goals are not
met on their respective measurement dates.
Until vested, the Performance Based Restricted Stock or any right
or interests therein are not transferable except by will or the laws of descent and distribution.
The Performance Based Restricted Stock will vest and no longer
be subject to the restrictions and forfeiture under this Agreement in one-third increments on each of December 31, 2014, December
31, 2015 and December 31, 2016, provided that you have remained continuously employed by the Company through each such date, or
have had a Termination of Service by reason of Retirement on or prior to such date or dates, and, provided further, that on each
such date, the Company’s EBITDA Margin as a percentage of the Company’s net sales for the preceding 12 months is equal
to or greater than 10%, as determined by the Company’s Compensation Committee (the “Performance Targets”). For
the avoidance of doubt, in the event a Performance Target is not achieved for any given year, the portion of the award attributable
to such year shall be forfeited immediately, without any further action by the Company. Notwithstanding any of the foregoing, any
unvested Performance Based Restricted Stock that has not previously been forfeited shall become fully vested upon (i) your Termination
of Service by reason of death or Permanent Disability, or (ii) a Change of Control.
“Permanent Disability” means that you are unable
to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death
or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board
of Directors in its discretion. “Retirement” means your Termination of Service other than by reason of death, Permanent
Disability or Cause on or after age 55 and the sum of your age and service with the Company equals or exceeds 70. “EBITDA
Margin” means the Company’s earnings before interest, taxes, depreciation and amortization divided by net sales. “Cause”
means (i) misconduct which
is reasonably deemed to be prejudicial to the interest of the
Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course
of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of
your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud
the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company,
or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined
by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.
You will be entitled to all dividends paid with respect to the
Restricted Stock. You are entitled to vote all shares of Performance Based Restricted Stock.
The Company shall cause the Performance
Based Restricted Stock to either be (i) issued and a stock certificate or certificates representing the Performance Based Restricted
Stock to be registered in the name of the Participant, or (ii) held in book entry form promptly upon acknowledgement and acceptance
of this Award. If a stock certificate is issued, it shall be delivered to and held in custody by the Company until the applicable
restrictions lapse at the times specified above, or such Performance Based Restricted Stock is forfeited. If issued, each
such certificate will bear the following legend:
THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO FORFEITURE AND THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HUBBELL
INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED, PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT AND AWARD
NOTIFICATION LETTER WITH A GRANT DATE OF DECEMBER 10, 2013, ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND
HUBBELL INCORPORATED. A COPY OF THE AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF HUBBELL INCORPORATED, 40 WATERVIEW
DRIVE, SHELTON, CT 06484.
If a certificate is issued, then following the vesting of any
of your Performance Based Restricted Stock, the Company will cause to be issued and delivered to you a new certificate evidencing
such Performance Based Restricted Stock, free of the legend provided above. If your Performance Based Restricted Stock is held
in book form, the Company will cause any restrictions noted on the book form to be removed.
The Company has the authority to deduct or withhold, or require
you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the
Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from this Performance
Based Restricted Stock Award. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company
withhold shares of your Performance Based Restricted Stock otherwise to be delivered with a Fair Market Value equal to the minimum
amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares with a Fair Market Value equal
to the minimum amount of the tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount
of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during
a period in which the Participant is either an officer of the Company subject to Section 16(a) of the Exchange Act or prohibited
from trading under any policy
of the Company or by reason of the Exchange Act, then the tax
withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph. By electronically
acknowledging and accepting this Award, you hereby authorize Hubbell to withhold shares of Performance Based Restricted Stock with
a Fair Market Value on the date of vesting necessary to satisfy your withholding obligations.
Nothing in the Plan or this Agreement shall be interpreted to
interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or
services at any time, nor confer upon any Participant the right to continue in the employ or service of the Company or any Subsidiary.
This Performance Based Restricted Stock Award is granted under
and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by
the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion,
at any time. The grant of a Performance Based Restricted Stock Award under the Plan is a one-time benefit and does not create any
contractual or other right to receive an award of Performance Based Restricted Stock or benefits in lieu of Performance Based Restricted
Stock in the future. Future awards of Performance Based Restricted Stock, if any, will be at the sole discretion of the Company,
including, but not limited to, the timing of the award, the number of shares and vesting provisions.
Gerben Bakker
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Change in Control Severance
Agreement (the “Agreement”) is dated as of January 24, 2014 (the “Effective Date”), by and
between Hubbell Incorporated, a Connecticut corporation (the “Company”), and Gerben Bakker (the “Executive”).
WHEREAS, the Company’s
Board of Directors (the “Board”) considers the continued services of key executives of the Company to be in
the best interests of the Company and its stockholders;
WHEREAS, the Board desires
to assure, and has determined that it is appropriate and in the best interests of the Company and its stockholders to reinforce
and encourage, the continued attention and dedication of key executives of the Company to their duties of employment without personal
distraction or conflict of interest in circumstances which could arise from the occurrence of a Change in Control (as defined below);
WHEREAS, the Company’s
Board of Directors has authorized the Company to enter into change in control severance agreements with those key executives of
the Company and any of its respective subsidiaries (all of such entities, with the Company hereinafter referred to as an “Employer”),
such agreements to set forth the severance compensation which the Company agrees under certain circumstances to pay such executives;
WHEREAS, the Executive is
a key executive of an Employer and has been designated by the Board as an executive to be offered such a change in control severance
agreement with the Company;
NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:
1. Certain
Definitions. As used in this Agreement, the following terms shall have the following
meanings:
(a) “Agreement”
shall have the meaning set forth in the preamble hereto.
(b) “Benefit Continuation
Period” shall mean the 30 month period immediately following the date of the Qualifying Event.
(c) “Board”
shall have the meaning set forth in the recitals hereto.
(d) “Bonus”
shall mean the average of the actual bonuses paid or payable to the Executive under any Company annual incentive compensation plans
for the three consecutive fiscal year period immediately prior to the year in which the Change in Control occurs.
(e) “Cause”
shall mean:
(i) the willful and continued
failure of the Executive to perform substantially all of his duties with an Employer (other than any such failure resulting from
Disability), after a written demand for substantial performance is delivered to the Executive
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by the Board which specifically
identifies the manner in which the Board believes that the Executive has not substantially performed his duties;
(ii) the willful engaging
by the Executive in gross misconduct which is materially and demonstrably injurious to the Company or any Employer; or
(iii) the conviction of,
or the plea of guilty or nolo contendere to, a felony;
provided that a termination
of the Executive for Cause shall be made by delivery to the Executive of a copy of a resolution duly adopted by the affirmative
vote of not less than a three-fourths majority of the non-employee directors of the Company or of the ultimate parent of the entity
which caused the Change in Control (if the Company has become a subsidiary) at a meeting of such directors called and held for
such purpose, after 30 days prior written notice to the Executive specifying the basis for such termination and the particulars
thereof and a reasonable opportunity for the Executive to cure or otherwise resolve the behavior in question prior to such meeting,
finding that in the reasonable judgment of such directors, the conduct or event set forth in any of clauses (i), (ii) or (iii)
above has occurred and that such occurrence warrants the Executive’s termination.
(f) “Change in Control”
shall mean any one of the following:
(i) Continuing Directors
during any 12 month period no longer constitute a majority of the Directors;
(ii) any person, or persons
acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(vi)(D)), acquires (or has acquired within the 12 month
period ending on the date of the last acquisition by such person or persons), directly or indirectly, thirty percent (30%) or more
of the voting power of the then outstanding securities of the Company entitled to vote for the election of Directors; provided
that this Section 1(f)(ii) shall not apply with respect to any acquisition of securities by (A) the trust under a Trust Indenture
dated September 2, 1957 made by Louie E. Roche, (B) the trust under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell,
and (C) any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended) maintained by the Company or any affiliate of the Company;
(iii) any person, or persons
acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires ownership (including any previously
owned securities) of more than fifty percent (50%) of either (x) the voting power value of the then outstanding securities of the
Company entitled to vote for the election of Directors or (y) the fair market value of the Company; provided that this Section
1(f)(iii) shall not apply with respect to any acquisition of securities by (A) the trust under a Trust Indenture dated September
2, 1957 made by Louie E. Roche, (B) the trust under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell, and (C) any
employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) maintained
by the Company or any affiliate of the Company; or
(iv) a sale of substantially
all of the Company’s assets;
provided that the transaction
or event described in Section 1(f)(i), (ii), (iii) or (iv) constitutes a “change in control event” as defined in Treas.
Reg. §1.409A-3(i)(5).
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(g) “Code”
shall mean the Internal Revenue Code of 1986, as amended.
(h) “Company”
shall have the meaning set forth in the preamble hereto.
(i) “Continuing
Director” shall mean any individual who is a member of the Board on December 9, 1986 or was designated (before such person’s
initial election as a Director) as a Continuing Director by 2/3 of the then Continuing Directors.
(j) “Director”
shall mean an individual who is a member of the Board on the relevant date.
(k) “Disability”
shall mean the Executive’s absence from the full-time performance of the Executive’s duties (as such duties existed
immediately prior to such absence) for 180 consecutive business days, when the Executive is disabled as a result of incapacity
due to physical or mental illness.
(l) “Effective Date”
shall have the meaning set forth in the preamble hereto.
(m) “Employer”
shall have the meaning set forth in the recitals hereto.
(n) “Excise Tax”
shall have the meaning set forth in Section 7.
(o) “Executive”
shall have the meaning set forth in the preamble hereto.
(p) “Good Reason”
shall mean the occurrence, within the term of this Agreement, of any of the following without the Executive’s express written
consent:
(i) after a Change in Control,
any material reduction in the Executive’s base salary from that which was in effect immediately prior to the Change in Control,
any material reduction in the Executive’s annual cash bonus below such bonus paid or payable in respect of the calendar year
immediately prior to the year in which the Change in Control occurs, or any material reduction in the Executive’s aggregate
annual cash compensation (including base salary and bonus) from that which was in effect immediately prior to the Change in Control;
(ii) any material and adverse
diminution in the Executives’ duties, responsibilities, status, position or authority with the Company or any of its affiliates
following a Change in Control; provided, however, that no such diminution shall be deemed to exist solely because
of changes in the Executive’s duties, responsibilities or titles as a consequence of the Company ceasing to be a company
with publicly-traded securities or becoming a wholly-owned subsidiary of another company;
(iii) any relocation of
the Executive’s primary workplace to a location that is more than 35 miles from the Executive’s primary workplace as
of the date immediately prior to the Change in Control; or
(iv) any failure by the
Company to obtain from any successor to the Company an agreement reasonably satisfactory to the Executive to assume and perform
this Agreement, as contemplated by Section 13(a) hereof;
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provided that, notwithstanding
the foregoing, the Executive may not resign his employment for Good Reason unless (x) the Executive provides the Company with at
least 30 days prior written notice of his intent to resign for Good Reason (which notice is provided not later than the 60th
day following the occurrence of the event constituting Good Reason) and (y) the Company does not cure or resolve the behavior otherwise
constituting Good Reason within such 30 day period.
(q) “Notice of Termination”
shall have the meaning set forth in Section 3(c).
(r) “Other Agreement”
shall have the meaning set forth in Section 12(b).
(s) “Parachute Value”
shall mean of a Payment shall mean the present value as of the date of the Change in Control for purposes of Section 280G of the
Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as
determined for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.
(t) “Payment”
shall have the meaning set forth in Section 7.
(u) “Prior Agreement”
shall have the meaning set forth in the recitals hereto.
(v) “Qualifying
Event” shall have the meaning set forth in Section 4.
(w) “Release”
shall have the meaning set forth in Section 5(a).
(x) “Release Expiration
Date” shall have the meaning set forth in Section 5(a).
(y) “Retirement”
shall mean the Executive’s voluntary Separation from Service pursuant to late, normal or early retirement under a pension
plan sponsored by an Employer, as defined in such plan, but only if such retirement occurs prior to a termination by an Employer
without Cause or by the Executive for Good Reason.
(z) “Safe Harbor
Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3)
of the Code.
(aa) “Section 409A”
shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder.
(bb) “Separation
from Service” shall have the meaning set forth in Section 3(b).
(cc) “Severance
Multiple” shall mean 2.50; provided, however, that notwithstanding the foregoing, for each full month that
elapses during the period beginning on the date the Executive attains age 63 and ending on the date the Executive attains age 65,
the Severance Multiple shall be reduced by an amount equal to the product of (i) 1/24 and (ii) the excess of (A) the original Severance
Multiple set forth above over (B) 1.0 (rounded to the nearest hundredth).
Gerben Bakker
(dd) “Supplemental
Retirement Plan” shall mean (i) the Company’s Amended and Restated Supplemental Executive Retirement Plan, (ii)
the Company’s Supplemental Management Retirement Plan, (iii) the Company’s Amended and Restated Top Hat Restoration
Plan, and (iv) the Company’s Defined Contribution Restoration Plan.
(ee) “Target Bonus”
shall have the meaning set forth in Section 4(b)(i)(C).
2.
Term. This Agreement shall become effective on the Effective Date and shall
remain in effect until the first anniversary of the Effective Date; provided,
however, that this Agreement shall automatically renew on each successive
anniversary of the Effective Date unless an Employer provides the Executive, in writing, at least 90 days prior to the renewal
date, notice that this Agreement shall not be renewed; provided, further,
that such notice of non-renewal may not be provided at any time following the date an agreement is signed by the Company which,
if consummated, would result in a Change in Control. Notwithstanding the foregoing, in the event that a Change in Control occurs
at any time prior to the termination of this Agreement in accordance with the preceding sentence, this Agreement shall not terminate
until the second anniversary of the Change in Control (or, if later, the second anniversary of the consummation of the transaction(s)
contemplated in the Change in Control).
3. Eligibility
for Compensation.
(a) Change in Control.
No compensation or other benefit pursuant to Section 4 hereof shall be payable under this Agreement unless and until either:
(i) a Change in Control
shall have occurred while the Executive is an employee of an Employer and the Executive’s employment by an Employer thereafter
shall have terminated in accordance with Section 3(b)(i) hereof; or
(ii) the Executive’s
employment by an Employer shall have terminated in accordance with Section 3(b)(ii) hereof prior to the occurrence of a Change
in Control.
(b) Termination of Employment.
The Executive shall be entitled to the compensation provided for in Section 4 hereof if:
(i) within two years after
a Change in Control, the Executive’s employment is terminated (A) by an Employer for any reason other than (I) the Executive’s
Disability or Retirement, (II) the Executive’s death or (III) for Cause, or (B) by the Executive with Good Reason; or
(ii) (A) an agreement is
signed which, if consummated, would result in a Change in Control, (B) the Executive’s employment is terminated by an Employer
without Cause or by the Executive with Good Reason prior to the consummation of such Change in Control, (C) the Executive’s
termination of employment is at the direction of the acquiror or merger partner or otherwise in connection with the anticipated
Change in Control, and (D) such Change in Control actually occurs;
provided that the Executive’s
termination of employment described in Section 3(b)(i) or 3(b)(ii) constitutes a “separation from service” (within
the meaning of Treas. Reg. §1.409A-1(h)) (a “Separation from Service”).
Gerben Bakker
(c) Notice of Termination.
Any purported termination of the Executive’s employment (other than on account of the Executive’s death) with an Employer
shall be communicated by a Notice of Termination to the Executive, if such termination is by an Employer, or to an Employer, if
such termination is by the Executive. For purposes of this Agreement, “Notice of Termination” shall mean a written
notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to be a basis for termination of the Executive’s employment under the provisions
so indicated. For purposes of this Agreement, no purported termination of the Executive’s employment with an Employer shall
be effective without such a Notice of Termination having been given.
4.
Compensation upon Qualifying Termination. Subject to the Executive’s
execution and non-revocation of a Release pursuant to Section 5(a), upon the date of (x) the Executive’s termination of
employment pursuant to Section 3(b)(i) or (y) the consummation of a Change in Control pursuant to Section 3(b)(ii) (each, a “Qualifying
Event”), the Executive shall become entitled to receive the following payments
and benefits at the time set forth in Section 5(b):
(a) Severance. The
Company shall pay or cause to be paid to the Executive a cash severance amount equal to the product of (i) the Severance Multiple
and (ii) the sum of (A) the Executive’s annual base salary on the date of the Change in Control (or, if higher, the annual
base salary in effect immediately prior to the giving of the Notice of Termination), and (B) the Executive’s Bonus. This
cash severance amount shall be payable in a lump sum calculated without any discount.
(b) Additional Payments
and Benefits. The Executive shall also be entitled to receive:
(i) a lump-sum cash payment
equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the
unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans,
(C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation
Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal
to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto;
(ii) a lump-sum cash payment
equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental
Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the
Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental
Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2)
additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation
Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using
the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive
would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant
to Sections 4(b)(ii)(A)(1) and (2);
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(iii) continued medical,
dental, vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s
eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable
to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever
is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of
benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year;
and
(iv) all other accrued or
vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan.
(c) Outplacement.
If so requested by the Executive, outplacement services shall be provided for a period of one year by a professional outplacement
provider selected by the Executive; provided, however, that such outplacement services shall be provided to the Executive
at a cost to the Company of not more than fifteen percent (15%) of the Executive’s annual base salary immediately prior to
the Qualifying Event.
5.
Release; Timing of Payment; Withholding.
(a) Payments and benefits
provided pursuant to Section 4 are conditioned on the Executive’s execution and non-revocation of a release of claims agreement
and covenant not to sue in substantially the form attached hereto as Exhibit A (a “Release”). The Company
shall deliver the Release to the Executive within seven (7) days following the date of the Qualifying Event (and the Company’s
failure to deliver a Release prior to the expiration of such seven (7) day period shall constitute a waiver of any requirement
to execute a Release) and the Executive shall be required to execute the Release on or prior to the Release Expiration Date. If
the Executive fails to execute the Release on or prior to the Release Expiration Date or timely revokes his acceptance of the Release
thereafter, the Executive shall not be entitled to receive any of the payments and benefits provided pursuant to Section 4. For
purposes of this Agreement, “Release Expiration Date” shall mean the date that is 21 days following the date
upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of
employment is “in connection with an exit incentive or other employment termination program (as such phrase is defined in
the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date.
(b) Except as otherwise provided
in Section 10, all lump sum payments under Section 4 shall be paid on the first payroll date to occur on or after the 60th
day following the Qualifying Event. For the avoidance of doubt, to the extent that the Executive is entitled to receive any lump
sum payments with reference to any Supplemental Retirement Plans in connection with the Qualifying Event, pursuant to Section 4(b)(ii),
the present value of his Supplemental Retirement Plan benefit(s) shall be calculated under the terms of the applicable Supplemental
Retirement Plans and, for purposes of determining the lump-sum payment under Section 4(a)(ii), such calculation of present value
shall include any additional age and service credit provided pursuant to Section 4(b)(ii).
(c) Payments and benefits
provided pursuant to Section 4 shall be subject to any applicable payroll and other taxes required to be withheld.
Gerben Bakker
6.
Compensation upon Death, Disability or Retirement. If the Executive’s employment
is terminated by reason of death, Disability or Retirement prior to any other termination, the Executive will be entitled to receive:
(a) the sum of (i) the Executive’s
accrued but unpaid salary through the date of such termination, (ii) a pro-rata portion of the Executive’s Target Bonus for
the year in which the Executive’s employment is terminated due to death or Disability (calculated through the date of such
termination), and (iii) an amount equal to any accrued vacation pay; and
(b) other accrued or vested
benefits and any compensation previously deferred in accordance with the terms of the applicable plans.
7.
Excess Parachute Payments. If it is determined (as hereafter provided) that
any payment or distribution by the Company or any Employer to or for the benefit of the Executive, whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy,
plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the
lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)
would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being
“contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or
any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect
to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as
the “Excise Tax”), then, in the event that the after-tax value
of all Payments to the Executive (such after-tax value to reflect the deduction of the Excise Tax and all income or other taxes
on such Payments) would, in the aggregate, be less than the after-tax value to the Executive of the Safe Harbor Amount, (a) the
cash portions of the Payments payable to the Executive under this Agreement shall be reduced, in the order in which they are due
to be paid, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and
(b) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce
the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to the Executive
under any other agreements, policies, plans, programs or arrangements shall be reduced, in the order in which they are due to be
paid, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (c)
if the reduction of all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient
to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced,
in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Executive, in the aggregate,
equals the Safe Harbor Amount. All calculations under this section shall be determined by the Company and the Company’s outside
auditors.
8.
Expenses. In addition to all other amounts payable to the Executive under
this Agreement, during the term of this Agreement and for a period of twenty (20) years following the Qualifying Event, the Company
shall pay or reimburse the Executive for legal fees (including, without limitation, any and all court costs and attorneys’
fees and expenses) incurred by the Executive in connection with or as a result of any claim, action or proceeding brought by the
Company or the Executive with respect to or arising out of this Agreement or any provision hereof; provided,
however, that in the case of an action brought by the
Gerben Bakker
Executive, the Company shall
have no obligation for any such legal fees if the Company is successful in establishing with the court that the Executive’s
action was frivolous or otherwise without any reasonable legal or factual basis. All such expenses shall be reimbursed by December
31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect
the amount eligible for reimbursement in any subsequent year.
9.
Offsets. Notwithstanding anything to the contrary in this Agreement, to
the extent that the Executive receives severance or similar payments and/or benefits under any other Company plan, program, agreement,
policy, practice or arrangement, or under the WARN Act or similar state law, the payments and benefits due to the Executive under
this Agreement will be correspondingly reduced on a dollar-for-dollar basis.
10.
Section 409A Delay. Notwithstanding anything
to the contrary in this Agreement, if the Company determines that the Executive is deemed at the time of his Separation from Service
to be a “specified employee”
for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of the payment of any portion of the amounts
to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i)
of the Code, then such portion shall not be provided to the Executive prior to the earlier of (a) the expiration of the six-month
period measured from the date of the Executive’s Separation from Service or (b) the
date of the Executive’s death. Upon the expiration
of the applicable deferral period under Section 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to this Section 10
shall be paid in a lump sum to the Executive, plus interest thereon from the date of the Executive’s
Separation from Service through the payment date at a rate equal to the prime rate of interest as reported in the Wall Street
Journal from time to time. Any remaining payments due under this Agreement shall be
paid as otherwise provided herein.
11. Obligations
Absolute; Non-Exclusivity of Rights; Joint and Several Liability.
(a) The obligations of the
Company to make the payment to the Executive and to make the arrangements provided for herein shall be absolute and unconditional
and, except as provided in Section 7 or 9, shall not be reduced by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company may have against the Executive or any third party at any time.
(b) Nothing in this Agreement
shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan
or program provided by the Company or any other Employer and for which the Executive may qualify, nor shall anything herein limit
or reduce such rights as the Executive may have under any agreements with the Company or any other Employer.
(c) Each entity included
in the definition of “Employer” and any successors or assigns shall be jointly and severally liable with the Company
under this Agreement.
12. Not
an Employment Agreement; Effect on Other Rights.
(a) This Agreement is not,
and nothing herein shall be deemed to create, a contract of employment between the Executive and the Company. Any Employer may
terminate the employment of the Executive at any time, subject to the terms of this
Gerben Bakker
Agreement and/or any employment
agreement or arrangement between an Employer and the Executive that may then be in effect.
(b) With respect to any employment
agreement with the Executive in effect immediately prior to a Change in Control, nothing herein shall have any effect on the Executive’s
rights thereunder; provided, however, that in the event of the Executive’s termination of employment in accordance
with Section 3(b) hereof, this Agreement shall govern solely for the purpose of providing the terms of all payments and additional
benefits to which the Executive is entitled upon such termination and any payments or benefits provided under any employment agreement
with the Executive in effect immediately prior to the Change in Control shall reduce the corresponding type of payments or benefits
hereunder. Notwithstanding the foregoing, in the event that the Executive’s employment is terminated prior to the occurrence
of a Change in Control under the circumstances provided for in Section 3(b)(ii) and such circumstances also entitle the Executive
to payments and benefits under any other employment or other agreement as in effect prior to the Change in Control (and “Other
Agreement”), then, until the Change in Control occurs, the Executive will receive the payments and benefits to which
he is entitled under such Other Agreement. Upon the occurrence of the Change in Control, the Company will pay to the Executive
in cash the amount to which he is entitled under this Agreement (reduced by the amounts already paid under the Other Agreement)
in respect of cash payments and shall provide or increase any other noncash benefits to those provided for hereunder (after taking
into account noncash benefits, if any, provided under such Other Agreement). Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan or program of the Company or any other Employer shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.
13. Successors;
Binding Agreement; Assignment.
(a) The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of
this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor
for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement
by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor
to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers
an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law, including any parent or subsidiary of such a successor.
(b) This Agreement shall
inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive
hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right
arising hereunder may be assigned or pledged by the Executive.
Gerben Bakker
14.
Notice. For purposes of this Agreement, notices and all other communications
provided for in this Agreement or contemplated hereby shall be in writing and shall be deemed to have been duly given when personally
delivered, delivered by a nationally-recognized overnight delivery service or when mailed United States certified or registered
mail, return receipt requested, postage prepaid, and addressed, in the case of the Company, to the Company at:
Hubbell Incorporated
40 Waterview Drive
P.O. Box 1000
Shelton, Connecticut
06484
Attention: General
Counsel
and, in the case of the Executive,
to the Executive at the address set forth on the execution page at the end hereof.
Either party may designate
a different address by giving notice of change of address in the manner provided above, except that notices of change of address
shall be effective only upon receipt.
15.
Restrictive Covenants; Confidentiality.
(a) All payments and benefits
provided under Section 4 are conditioned on and subject to the Executive’s continuing compliance with this Agreement and
any other agreements regarding non-competition and non-solicitation of employees and customers.
(b) The Executive shall retain
in confidence any and all confidential information concerning the Company and its respective business which is now known or hereafter
becomes known to the Executive, except as otherwise required by law and except information (i) ascertainable and easily obtained
from public information, (ii) received by the Executive at any time after the Executive’s employment by the Company shall
have terminated, from a third party not employed by or otherwise affiliated with the Company, or (iii) which is or becomes known
to the public by any means other than a breach of this Section 15(b). Upon the termination of his employment, the Executive will
not take or keep any proprietary or confidential information or documentation belonging to the Company.
16.
Entire Agreement; Amendments; No Waiver.
(a) This Agreement contains
the entire understanding of the parties with respect to the subject matter described herein, and no agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. The Executive represents and agrees that this Agreement supersedes the Prior Agreement, which shall
no longer be in force or have any effect.
(b) No provision of this
Agreement may be amended, altered, modified, waived or discharged unless such amendment, alteration, modification, waiver or discharge
is agreed to in writing and signed by the Executive and such officer of the Company as shall be specifically designated by the
Board.
Gerben Bakker
(c) No waiver by either party,
at any time, of any breach by the other party of, or of compliance by the other party with, any condition or provision of this
Agreement to be performed or complied with by such other party shall be deemed a waiver of any similar or dissimilar provision
or condition of this Agreement or any other breach of or failure to comply with the same condition or provision at the same time
or at any prior or subsequent time.
17.
Severability. If any one or more of the provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be affected thereby. To the extent permitted by applicable law, each party hereto waives such provision of
law which renders any provision of this Agreement invalid, illegal or unenforceable.
18.
Governing Law; Venue. The validity, interpretation, construction and performance
of this Agreement shall be governed on a non-exclusive basis by the laws of the State of Connecticut without giving effect to its
conflict of laws rules. For purposes of jurisdiction and venue, the Company and each Employer hereby consents to jurisdiction and
venue in any suit, action or proceeding with respect to this Agreement in any court of competent jurisdiction in the state in which
the Executive resides at the commencement of such suit, action or proceeding and waives any objection, challenge or dispute as
to such jurisdiction or venue being proper.
19.
Section 409A Compliance. To the extent applicable, this Agreement shall
be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision
of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable under this
Agreement will be immediately taxable to the Executive under Section 409A, the Company reserves the right (without any obligation
to do so or to indemnify the Executive for failure to do so) to (a) adopt such amendments to this Agreement and appropriate policies
and procedures, including amendments, policies and procedures with retroactive effect, that the Company determines to be necessary
or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits
of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions
as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply
with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement
shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Executive or any other
individual to the Company or any of its affiliates, employees or agents.
20.
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same instrument.
Gerben Bakker
IN WITNESS WHEREOF, the parties
hereto have executed this Change in Control Severance Agreement as of the date first above written.
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HUBBELL INCORPORATED |
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By: |
/s/ Stephen M. Mais |
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Vice President, Human Resources |
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EXECUTIVE |
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/s/ Gerben Bakker |
Gerben Bakker
EXHIBIT A
WAIVER AND RELEASE OF CLAIMS AGREEMENT
[__________] (the
“Releasor”) on behalf of himself and his spouse and child or children (if any), and his heirs, beneficiaries,
devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever releases and discharges
Hubbell Incorporated, a Connecticut corporation (the “Company”), and any of its past, present, or future parent,
affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or
limited partners, members, employees, agents, attorneys, advisors, representatives, successors and assigns of such entities, and
employee benefit plans in which the Releasor is or has been a participant by virtue of his employment with the Company (collectively,
the “Releasees”), from, and covenants not to sue any of the Releasees with respect to, any and all claims, debts,
demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises,
agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including
attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected
(collectively, “Claims”), which the Releasor has or may have had against such Releasees or any of them arising
out of, resulting from, relating to, based upon or otherwise in connection with, in whole or in part, any events or circumstances
arising or occurring on or prior to the date this Waiver and Release of Claims Agreement (the “Release”) is
executed, including, without limitation, any and all Claims directly or indirectly arising out of, relating to or in any other
way involving in any manner whatsoever (a) the Releasor’s employment with the Company or its subsidiaries or the termination
thereof, (b) the Releasor’s status at any time as a holder of any securities of the Company and (c) any and all Claims
arising under federal, state, or local laws relating to employment, or securities, including without limitation claims of wrongful
discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind
that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964,
the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement
Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley
Act, and similar state or local statutes, ordinances, and regulations; provided, however, notwithstanding anything
to the contrary set forth herein, that this general release shall not extend to benefit claims under employee benefit plans in
which the Releasor is a participant by virtue of his employment with the Company or its subsidiaries.
The Releasor understands
that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). The Releasor understands
and warrants that he has been given a period of 21 days to review and consider this release. The Releasor further warrants that
he understands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so.
The Releasor further warrants that he understands that, with respect to the release of age discrimination claims only, he has a
period of seven days after executing on the second signature line below to revoke the release of age discrimination claims by notice
in writing to the Company.
Gerben Bakker
The Releasor is hereby advised
to consult with an attorney prior to executing this Release. By his signature below, the Releasor warrants that he has had the
opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release.
ACKNOWLEDGEMENT (AS TO ALL
CLAIMS
OTHER THAN AGE DISCRIMINATION CLAIMS)
The undersigned, having had
full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of this Release (other
than as it relates to age discrimination claims) by his signature below.
ACKNOWLEDGEMENT (AGE DISCRIMINATION
CLAIMS)
The undersigned, having had
full opportunity to review this release with counsel of his choosing, signifies his agreement to the terms of this release (as
it relates to age discrimination claims) by his signature below.
EXECUTION COPY
AMENDMENT NO. 2
Dated as of October 31, 2013
to
CREDIT AGREEMENT
Dated as of October 20, 2011
THIS AMENDMENT NO. 2
(“Amendment”) is made as of October 31, 2013 by and among Hubbell Incorporated (the “Company”),
Hubbell Cayman Limited, Hubbell Investments Limited (together with the Company and Hubbell Cayman Limited, the “Borrowers”),
the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”), under that certain Credit Agreement, dated as of October 20, 2011 (the “Credit Agreement”),
by and among the Borrowers, the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings given to them in the Credit Agreement as amended hereby.
WHEREAS, the Company
has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and
WHEREAS, the Borrowers,
the Lenders party hereto and the Administrative Agent have agreed to such amendment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree
to enter into this Amendment:
1. Amendments
to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2
below (the “Amendment Effective Date”), the Credit Agreement is hereby amended as follows:
(a) Section
1.01 of the Credit Agreement is hereby amended to insert the following new definitions in the appropriate alphabetical order:
“CDOR
Rate” means, for any Loans denominated in Canadian Dollars, the CDOR Screen Rate or, if applicable pursuant to the terms
of Section 2.14(a), the applicable Reference Bank Rate.
“CDOR
Screen Rate” means, with respect to any Interest Period, the average rate as administered by the Investment Industry
Regulatory Organization of Canada (or any other Person that takes over the administration of such rate) for bankers acceptances
with a tenor equal in length to such Interest Period as displayed on CDOR page of the Reuters screen or, in the event such rate
does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or
on the appropriate
page of such
other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable
discretion.
“COF
Rate” has the meaning assigned to such term in Section 2.14(a).
“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.
“Interpolated
Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive
and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable
Screen Rate for the longest period (for which the applicable Screen Rate is available for the applicable currency) that is shorter
than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which the applicable Screen Rate
is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.
“LIBOR
Quoted Currency” means Dollars, euro, Pounds Sterling and Swiss Francs.
“LIBOR
Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.
“Local
Screen Rate” means the CDOR Screen Rate.
“Non-Quoted
Currency” means Canadian Dollars.
“Quotation
Day” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds Sterling
or Canadian Dollars, the first day of such Interest Period, (ii) if the currency is euro, two TARGET Days before the first day
of such Interest Period, (iii) for any other currency, two Business Days prior to the commencement of such Interest period the
Business Day (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to
be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice
in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those
days).
“Reference
Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the Administrative
Agent at its request by the Reference Banks (as the case may be) as of the relevant time on the Quotation Day for Loans in the
applicable currency and the applicable Interest Period:
(a) in relation
to Loans in Canadian Dollars, as the rate at which the relevant Reference Bank is willing to extend credit by the purchase of bankers
acceptances which have been accepted by banks which are for the time being customarily regarded as being of appropriate credit
standing for such purpose with a term to maturity equal to the relevant period; and
(b) in relation
to Loans in any LIBOR Quoted Currency, as the rate at which the relevant Reference Bank could borrow funds in the London interbank
market
in the relevant
currency and for the relevant period, were it to do so by asking for and then accepting interbank offers in reasonable market size
in that currency and for that period.
“Reference
Banks” means JPMCB and such other banks as may be appointed by the Administrative Agent in consultation with the Company.
“Screen
Rate” means collectively the LIBOR Screen Rate and the Local Screen Rate.
“TARGET
Day” means any day on which the TARGET2 payment system is open for the settlement of payments in euro.
(b) The definition
of “Adjusted LIBO Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
“Adjusted
LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.
(c) The definition
of “Dollar Amount” appearing in Section 1.01 of the Credit Agreement is hereby amended to delete the
phrase “the equivalent in such currency of Dollars” appearing in clause (ii) thereof and replacing such phrase with
the phrase “the equivalent amount thereof in Dollars”.
(d) The definition
of “LIBO Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
“LIBO
Rate” means, with respect to (a) any Eurocurrency Borrowing denominated in any LIBOR Quoted Currency and for any applicable
Interest Period, the London interbank offered rate administered by the British Bankers Association (or any other Person that takes
over the administration of such rate) for such LIBOR Quoted Currency for a period equal in length to such Interest Period as displayed
on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on
any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service
that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each
case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period; provided that if any LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement and (b) any Eurocurrency Borrowing denominated in any Non-Quoted Currency and for any applicable Interest Period,
the applicable Local Screen Rate for such Non-Quoted Currency at approximately 11:00 a.m. Toronto, Ontario time, on the Quotation
Day for such currency and Interest Period; provided that if any Local Screen Rate shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement; provided, that, if a LIBOR Screen Rate or a Local Screen Rate,
as applicable, shall not be available at the applicable time for the applicable Interest Period (the “Impacted
Interest Period”), then the LIBO Rate for such currency and Interest Period shall be the Interpolated Rate; provided,
that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. It
is
understood and
agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.
(e) The term “Mandatory
Cost” and its related definition appearing in Section 1.01 of the Credit Agreement are hereby deleted in their
entirety.
(f) The definition
of “Statutory Reserve Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended by replacing
the term “Financial Services Authority” with the phrase “Financial Conduct Authority, the Prudential Regulation
Authority”.
(g) Section 2.13(f)
of the Credit Agreement is hereby restated in its entirety as follows:
(f) All interest
hereunder shall be computed on the basis of a year of 360 days, except that (i) (A) interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (B) interest computed by reference to the CDOR Rate
shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) interest for Borrowings denominated
in Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case of the foregoing clauses (i) and (ii)
shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate
Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.
(h) Section 2.14
of the Credit Agreement is hereby restated in its entirety as follows:
SECTION 2.14.
Alternate Rate of Interest.
(a) If
at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest
Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable
currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall reasonably determine that
it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error),
then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided
that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided,
further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes
of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing
shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency,
the LIBO Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing in such currency
(from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF
Rate”).
(b) If prior
to the commencement of any Interest Period for a Eurocurrency Borrowing:
(i) the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency or
for the applicable Interest Period; or
(ii) the
Administrative Agent is advised by the Required Lenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that is
required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency
or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;
then the Administrative
Agent shall give notice thereof to the Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving
Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may be, shall
be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made
as an ABR Borrowing, (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in a Foreign Currency, then the
LIBO Rate for such Borrowing shall be the COF Rate and (iv) any request by any Borrower for a Eurocurrency Competitive Borrowing
shall be ineffective; provided that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Eurocurrency Competitive Borrowings may
be made to Lenders that are not affected thereby.
(i) Schedule 2.02
of the Credit Agreement is hereby deleted in its entirety.
2. Conditions of
Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent
shall have received counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative
Agent and (b) the Company shall have paid all of the fees of the Administrative Agent and its Affiliates (including, to the extent
invoiced, reasonable attorneys’ fees and expenses of the Administrative Agent) in connection with this Amendment and the
other Loan Documents.
3. Representations
and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:
(a) This Amendment
and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable
against such Borrower in accordance with their terms, except as may be limited by bankruptcy or insolvency laws or similar laws
affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law)
and any implied covenant of good faith and fair dealing.
(b) As of the Amendment
Effective Date, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Company set forth
in Article IV (other than the representation set forth in Section 4.08 of the Credit Agreement and the representation set
forth in the last sentence of Section 4.06 of the Credit Agreement) of the Credit Agreement, as amended hereby, are true and correct
on and as of the Amendment Effective Date with the same effect as though such representations and warranties had been made on and
as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case
such representations and warranties were true and correct as of such earlier date.
4. Reference
to and Effect on the Credit Agreement.
(a) On and after the
Amendment Effective Date, each reference to the Credit
Agreement in
the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically
amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative
Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. Governing
Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.
6. Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission
(i.e., a “pdf” or “tif”) shall have the same force and effect as manual signatures delivered in person.
[Signature Pages Follow]
IN WITNESS WHEREOF, this
Amendment has been duly executed as of the day and year first above written.
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HUBBELL INCORPORATED, as the Company |
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By: |
/s/ James H. Biggart, Jr. |
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Name: |
James H. Biggart, Jr. |
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Title: |
Vice President and Treasurer |
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HUBBELL CAYMAN LIMITED, as a Subsidiary Borrower |
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By: |
/s/ James H. Biggart, Jr. |
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Name: |
James H. Biggart, Jr. |
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Title: |
Director |
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HUBBELL INVESTMENTS LIMITED, as a Subsidiary Borrower |
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By: |
/s/ James H. Biggart, Jr. |
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Name: |
James H. Biggart, Jr. |
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Title: |
Director |
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Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
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JPMORGAN CHASE BANK, N.A., |
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individually as a Lender, as the Swingline Lender, as the Issuing
Bank and as Administrative Agent |
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By: |
/s/ D. Scott Farquhar |
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Name: D. Scott Farquhar |
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Title: Senior Vice President |
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Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
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WELLS FARGO BANK, NATIONAL ASSOCIATION, |
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as a Lender |
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By: |
/s/ Denis Waltrich |
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Name: Denis Waltrich |
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Title: Director |
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Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
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HSBC BANK USA, NATIONAL ASSOCIATION, |
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as a Lender |
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By: |
/s/ Randolph E. Cates |
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Name: Randolph E. Cates |
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Title: Senior Vice President |
Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
|
BANK OF AMERICA, N.A., |
|
as a Lender |
|
|
|
|
|
|
By: |
/s/ Christopher T. Phelan |
|
|
Name: Christopher T. Phelan |
|
Title: Senior Vice President |
Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
|
U.S. BANK NATIONAL ASSOCIATION, |
|
as a Lender |
|
|
|
|
|
By: |
/s/ Mark E. Irey |
|
|
Name: Mark E. Irey |
|
Title: AVP |
Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
|
MORGAN STANLEY BANK, N.A., |
|
as a Lender |
|
|
|
|
|
By: |
/s/ Ankur Goyal |
|
|
Name: Ankur Goyal |
|
Title: V.P. |
Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
|
THE NORTHERN TRUST COMPANY, |
|
as a Lender |
|
|
|
|
|
By: |
/s/ Clifford S. Hoppe |
|
|
Name: Clifford S. Hoppe |
|
Title: Vice President |
Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
|
TD BANK, N.A., |
|
as a Lender |
|
|
|
|
|
By: |
/s/ Elizabeth Sullivan |
|
|
Name: Elizabeth Sullivan |
|
Title: Director |
Signature Page to Amendment No. 2
Hubbell Incorporated et al
Credit Agreement dated as of October 20,
2011
EXHIBIT 21 | LISTING
OF SUBSIDIARIES |
Subsidiary |
State
or Other Jurisdiction of Incorporation |
Bel Manufacturera, S.A. de C.V. |
Mexico |
Fargo Mfg. Company, Inc. |
New York |
GAI-Tronics Corporation |
Delaware |
GAI-Tronics S.r.l. |
Italy |
Harvey Hubbell, Incorporated |
Connecticut |
Harvey Hubbell Limited |
UK |
Hipotronics, Inc. |
Delaware |
Hubbell Cayman Limited |
Cayman Islands |
Hubbell Cayman Investments Limited |
Cayman Islands |
Hubbell Asia Limited |
Hong Kong |
Dongguan Hubbell Electrical Products Company Limited |
China |
Hubbell Commercial and Trading (Shanghai) Co., Ltd. |
China |
Hubbell Luxembourg S.á.r.l. |
Luxembourg |
Wepawaug Canada Corp. |
Canada |
Electro Composites (2008) ULC |
Canada |
Haefely Test, AG |
Switzerland |
Hawke Asia Pacific Pte. Ltd. |
Singapore |
Hubbell Canada LP |
Canada |
Fábrica de Pecas Elétricas Delmar Ltda. |
Brazil |
Hubbell Canada Investments LP |
Canada |
Hubbell Finance LLC |
Delaware |
Hubbell Holdings Limited |
UK |
GAI-Tronics Limited |
UK |
Hawke Cable Glands Limited |
UK |
Hubbell Electric (Wuhu) Co., Ltd. |
China |
Burndy Technology & Global Business Services Private
Limited |
India |
Hubbell Limited |
UK |
Chalmit Lighting Limited |
UK |
Hubbell Management, Inc. |
Canada |
OB Canada (1982) Inc. |
Canada |
Hubbell de Mexico, S.A. de C.V. |
Mexico |
Hubbell Distribution, Inc. |
Delaware |
Hubbell Incorporated (Delaware) |
Delaware |
Hubbell Building Automation, Inc. |
Texas |
Hubbell Investments Limited |
Cayman Islands |
Dual-Lite Cayman Limited |
Cayman Islands |
Hubbell Australia Holdco Limited |
Cayman Islands |
Hubbell (Australia) Holdings Pty. Limited |
Australia |
Austdac Pty. Limited |
Australia |
Hubbell Caribe Limited |
Cayman Islands |
Hubbell Investments S.a.r.l. |
Luxembourg |
Hubbell Switch Holding Co., Inc. |
Delaware |
Burndy Americas Inc. |
Delaware |
Burndy International Holdings S.a.r.l. |
Luxembourg |
Burndy Canada Inc. |
Canada |
Burndy do Brasil Industria, Comercio, Importacao e Exportacao
de Conectores Ltda. |
Brazil |
Burndy Products Mexico, S.A. de C.V. |
Mexico |
Burndy LLC |
Delaware |
Burndy Technology LLC |
Delaware |
Hubbell International, LLC |
Delaware |
Hubbell Korea, Ltd. |
Korea |
Hubbell Industrial Controls, Inc. |
Delaware |
Gleason Reel Corp. |
Delaware |
Hubbell Lighting, Inc. |
Connecticut |
Arrow Consolidated Corporation |
Pennsylvania |
Subsidiary |
State
or Other Jurisdiction of Incorporation |
Artesanias Baja, S. A. de C.V. |
Mexico |
Columbia Lighting Properties, Inc. |
Michigan |
Hubbell Entertainment, Inc. |
Delaware |
KV Holding Co., Inc. |
Delaware |
Versen Holdings, Inc. |
Delaware |
Kurt Versen, Inc. |
Delaware |
Lighting Corporation of America |
Delaware |
Progress Lighting Inc. |
Delaware |
Progress Lighting Properties, Inc. |
Michigan |
Progressive Lighting, Inc. (North Carolina) |
North Carolina |
Progressive Lighting, Inc. (South Carolina) |
South Carolina |
ECO PLUS, LLC |
Wisconsin |
Hubbell Plastics, Inc. |
Delaware |
Hubbell Power Systems, Inc. |
Delaware |
Hubbell Lenoir City, Inc. |
Virginia |
CDR Systems Corp. |
California |
CDR de Mexico S. de R.L. de C.V. |
Mexico |
Newco Condenser, Inc. |
Delaware |
PCORE Electric Company, Inc. |
Delaware |
Hubbell-Taian Co., Ltd. |
Taiwan |
Hubbell-Anmex Pte. Ltd. |
Singapore |
Hub Reinsurance Ltd. |
Bermuda |
HUBS, Inc. |
Delaware |
Pulse Communications, Inc. |
Virginia |
State Street Corp. |
Connecticut |
Wepawaug Development, LLC |
Delaware |
Canadian Connector Corporation |
Canada |
Connector Assembly, Ltd. |
Ohio |
Connector Manufacturing Company |
Ohio |
Hubbell Holdco Luxembourg S.a.r.l. |
Luxembourg |
Hubbell Holdings Europe Limited |
UK |
Powerohm Resistors, Inc. |
Texas |
Pen-Cell Plastics, Inc. |
New Jersey |
English Road Holdings, LLC |
North Carolina |
Fiber and Cable Accessories, Inc. |
Georgia |
Hubbell Operations, LLC |
Delaware |
EXHIBIT
23 |
Consent of Independent Registered Public Accounting Firm |
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-169595 and No. 333-191167) of Hubbell Incorporated and its subsidiaries of our report dated February
18, 2014 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial
reporting, which appears in this Form 10-K.
|
PricewaterhouseCoopers LLP |
|
Stamford, Connecticut |
|
February 18, 2014 |
EXHIBIT
31.1
I, David G. Nord, certify that:
1 |
I have reviewed this annual report on Form 10-K of Hubbell Incorporated (the “registrant”); |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions): |
|
a) |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
|
|
/s/ DAVID G. NORD |
|
|
|
David G. Nord |
|
|
|
President and Chief Executive Officer |
|
Date: |
|
February 18, 2014 |
EXHIBIT
31.2
I, William R. Sperry, certify that:
1. |
I have reviewed this annual report on
Form 10-K of Hubbell Incorporated (the “registrant”); |
|
|
2. |
Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have: |
|
a) |
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions): |
|
a) |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
|
|
/s/ WILLIAM R. SPERRY |
|
|
|
William R. Sperry |
|
|
|
Senior Vice President
and Chief Financial Officer |
|
Date: |
|
February 18, 2014 |
EXHIBIT
32.1 |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
In connection with the Annual Report of Hubbell
Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2013 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, David G. Nord, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of Section 13(a)
or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
|
|
(2) |
The information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company. |
|
|
/s/ DAVID. G. NORD |
|
|
David G. Nord |
|
|
President and Chief Executive Officer |
|
|
February 18, 2014 |
A signed original of this written statement
required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.
EXHIBIT
32.2 |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
In connection with the Annual Report of Hubbell Incorporated (the
“Company”) on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, William R. Sperry, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant
to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended; and |
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company. |
|
|
/s/ WILLIAM R. SPERRY |
|
|
William R. Sperry |
|
|
Senior Vice President
and Chief Financial Officer |
|
|
February 18, 2014 |
A signed original of this written statement required by Section 906
has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or
its staff upon request.
v2.4.0.8
Property, Plant and Equipment (Table)
|
12 Months Ended |
Dec. 31, 2013
|
Property, Plant and Equipment Disclosure [Abstract] |
|
Property, Plant, and Equipment [Table Text Block] |
| | 2013 | | 2012 | | | Land | $ | 44.4 | | $ | 43.2 | | | Buildings and improvements | | 243.6 | | | 234.8 | | | Machinery, tools, and equipment | | 692.8 | | | 669.9 | | | Construction-in-progress | | 24.1 | | | 24.5 | | | Gross property, plant, and equipment | | 1,004.9 | | | 972.4 | | | Less accumulated depreciation | | (627.8) | | | (607.7) | | | Net property, plant, and equipment | $ | 377.1 | | $ | 364.7 | |
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Business Acquisitions (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Business Acquisition, Purchase Price Allocation [Abstract] |
|
|
|
Assets acquired |
$ 37.4 |
|
|
Intangible Assets |
21.3 |
|
|
Goodwill |
49.6 |
|
|
Liabilities Assumed |
(11.8) |
|
|
Acquisition of businesses, net of cash acquired |
96.5 |
90.7 |
29.6 |
Norlux [Member]
|
|
|
|
Business Acquisition, Purchase Price Allocation [Abstract] |
|
|
|
Intangible Assets |
4.3 |
|
|
Goodwill |
8.1 |
|
|
Acquisition of businesses, net of cash acquired |
14.9 |
|
|
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life |
15 years |
|
|
CMC [Member]
|
|
|
|
Business Acquisition, Purchase Price Allocation [Abstract] |
|
|
|
Intangible Assets |
6.0 |
|
|
Goodwill |
22.2 |
|
|
Acquisition of businesses, net of cash acquired |
44.2 |
|
|
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life |
19 years |
|
|
Continental [Member]
|
|
|
|
Business Acquisition, Purchase Price Allocation [Abstract] |
|
|
|
Intangible Assets |
11.0 |
|
|
Goodwill |
19.3 |
|
|
Acquisition of businesses, net of cash acquired |
$ 37.4 |
|
|
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life |
20 years |
|
|
X |
- Definition
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v2.4.0.8
Earnings Per Share (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Earnings Per Share Tables [Abstract] |
|
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| | | 2013 | | 2012 | | 2011 | | Numerator: | | | | | | | | | | | Net income attributable to Hubbell | $ | 326.5 | | $ | 299.7 | | $ | 267.9 | | | Less: Earnings allocated to participating securities | | 1.0 | | | 1.0 | | | 1.0 | | | Net income available to common shareholders | $ | 325.5 | | $ | 298.7 | | $ | 266.9 | | | | | | | | | | | | | Denominator: | | | | | | | | | | | Average number of common shares outstanding | | 59.1 | | | 59.1 | | | 59.7 | | | Potential dilutive shares | | 0.5 | | | 0.7 | | | 0.7 | | | Average number of diluted shares outstanding | | 59.6 | | | 59.8 | | | 60.4 | | | | | | | | | | | | | Earnings per share: | | | | | | | | | | | Basic | $ | 5.51 | | $ | 5.05 | | $ | 4.47 | | | Diluted | $ | 5.47 | | $ | 5.00 | | $ | 4.42 |
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v2.4.0.8
Capital Stock (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Capital Stock Disclosure [Abstract] |
|
Schedule Of Stock By Class [Table Text Block] |
| | Common Stock | | | | Class A | | Class B | | | Outstanding at December 31, 2010 | 7,167 | | 53,601 | | | Exercise of stock options/stock appreciation rights | - | | 638 | | | Director compensation arrangements, net | - | | 8 | | | Restricted/performance shares activity, net of forfeitures | - | | 140 | | | Acquisition/surrender of shares | - | | (2,316) | | | Outstanding at December 31, 2011 | 7,167 | | 52,071 | | | Exercise of stock options/stock appreciation rights | - | | 804 | | | Director compensation arrangements, net | - | | 18 | | | Restricted/performance shares activity, net of forfeitures | - | | 197 | | | Acquisition/surrender of shares | - | | (1,021) | | | Outstanding at December 31, 2012 | 7,167 | | 52,069 | | | Exercise of stock options/stock appreciation rights | - | | 157 | | | Director compensation arrangements, net | - | | 16 | | | Restricted/performance shares activity, net of forfeitures | - | | 138 | | | Acquisition/surrender of shares | - | | (375) | | | Outstanding at December 31, 2013 | 7,167 | | 52,005 | | | | | | | |
|
Capital Stock Reserved Shares Table [Text Block] |
| | Common Stock | | | | | | Class A | | Class B | | Preferred Stock | | | Exercise of outstanding stock options | - | | 51 | | - | | | Future grant of stock-based compensation | - | | 1,807 | | - | | | Exercise of stock purchase rights | - | | - | | 59 | | | Shares reserved under other equity compensation plans | - | | 110 | | - | | | Total | - | | 1,968 | | 59 | |
|
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v2.4.0.8
Significant Policies (Policies)
|
12 Months Ended |
Dec. 31, 2013
|
Policy Text Block [Abstract] |
|
Reclassifications [Text Block] |
Reclassifications Certain reclassifications have been made in prior year financial statements and notes to conform to the current year presentation. |
Consolidation, Policy [Policy Text Block] |
Principles of Consolidation The Consolidated Financial Statements include all wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company participates in two joint ventures, one of which is accounted for using the equity method, the other has been consolidated in accordance with the consolidation accounting guidance. An analysis is performed to determine which reporting entity, if any, has a controlling financial interest in a variable interest entity (“VIE”) with a primarily qualitative analysis. The qualitative analysis is based on identifying the party that has both the power to direct the activities that most significantly impact the VIE's economic performance (the “power criterion”) and the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE (the “losses/benefit criterion”). The party that meets both these criteria is deemed to have a controlling financial interest. The party with the controlling financial interest is considered to be the primary beneficiary and as a result is required to consolidate the VIE. The Company has a 50% interest in a joint venture in Hong Kong, established as Hubbell Asia Limited (“HAL”). The principal objective of HAL is to manage the operations of its wholly-owned manufacturing company in China. Under the accounting guidance, the Company is the primary beneficiary of HAL and as a result consolidates HAL. This determination is based on the fact that HAL's sole business purpose is to manufacture product exclusively for the Company (the power criterion) and the Company is financially responsible for ensuring HAL maintains a fixed operating margin (the losses/benefit criterion). The consolidation of HAL is not material to the Company's consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] |
Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements. Actual results could differ from the estimates that are used. |
Revenue Recognition, Policy [Policy Text Block] |
Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. The majority of the Company's revenue is recognized at the time of shipment. The Company recognizes less than one percent of total annual consolidated net revenue from post shipment obligations and service contracts, primarily within the Electrical segment. Revenue is recognized under these contracts when the service is completed and all conditions of sale have been met. In addition, within the Electrical segment, certain businesses sell large and complex equipment which requires construction and assembly and occasionally has long lead times. It is customary in these businesses to require a portion of the selling price to be paid in advance of construction. These payments are treated as deferred revenue and are classified in Other accrued liabilities in the Consolidated Balance Sheet. Once the equipment is shipped to the customer and meets the revenue recognition criteria, the deferred revenue is recognized in the Consolidated Statement of Income. Further, certain of our businesses account for sales discounts and allowances based on sales volumes, specific programs and customer deductions, as is customary in the electrical products industry. These items primarily relate to sales volume incentives, special pricing allowances, and returned goods. Sales volume incentives represent rebates with specific sales volume targets for specific customers. Certain distributors qualify for price rebates by subsequently reselling the Company's products into select channels of end users. Following a distributor's sale of an eligible product, the distributor submits a claim for a price rebate. Customers also have a right to return goods under certain circumstances which are reasonably estimable by affected businesses. Customer returns have historically ranged from 1%-3% of gross sales. These arrangements require us to estimate at the time of sale the amounts that should not be recorded as revenue as these amounts are not expected to be collected from customers. The Company principally relies on historical experience, specific customer agreements and anticipated future trends to estimate these amounts at the time of shipment. |
Shipping and Handling Cost, Policy [Policy Text Block] |
Shipping and Handling Fees and Costs The Company records shipping and handling costs as part of Cost of goods sold in the Consolidated Statement of Income. Any amounts billed to customers for reimbursement of shipping and handling are included in Net sales in the Consolidated Statement of Income. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] |
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 exchange rates 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 Accumulated other comprehensive loss within Hubbell shareholders' equity. Gains and losses from foreign currency transactions are included in results of operations. |
Cash and Cash Equivalents, Policy [Policy Text Block] |
Cash and Cash Equivalents The carrying value of cash equivalents approximates fair value. Cash equivalents consist of highly liquid investments with original maturities of three months or less. |
Investment, Policy [Policy Text Block] |
Investments Investments in debt and equity securities are classified by individual security as available-for-sale, held-to-maturity or trading investments. Our available-for-sale investments, consisting of municipal bonds, are carried on the balance sheet at fair value with current period adjustments to carrying value recorded in Accumulated other comprehensive loss within Hubbell shareholders' equity, net of tax. Realized gains and losses are recorded in income in the period of sale. The Company's trading investments are carried on the balance sheet at fair value and consist primarily of debt and equity mutual funds. Gains and losses associated with these trading investments are reflected in the results of operations. The Company did not have any investments classified as held-to-maturity as of December 31, 2013 and 2012. |
Receivables, Policy [Policy Text Block] |
Accounts Receivable and Allowances Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is based on an estimated amount of probable credit losses in existing accounts receivable. The allowance is calculated based upon a combination of historical write-off experience, fixed percentages applied to aging categories and specific identification based upon a review of past due balances and problem accounts. Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer be pursued. The Company also maintains a reserve for credit memos, cash discounts and product returns which are principally calculated based upon historical experience, specific customer agreements, as well as anticipated future trends. |
Inventory, Policy [Policy Text Block] |
Inventories Inventories are stated at the lower of cost or market value. The cost of substantially all domestic inventories (approximately 85% of total net inventory value) is determined utilizing the last-in, first-out (LIFO) method of inventory accounting. The cost of foreign inventories and certain domestic inventories is determined utilizing average cost or first-in, first-out (FIFO) methods of inventory accounting. Reserves for excess and obsolete inventory are provided based on current assessments about future demand compared to on-hand quantities. |
Property, Plant and Equipment, Policy [Policy Text Block] |
Property, Plant, and Equipment Property, plant and equipment values are stated at cost less accumulated depreciation. Maintenance and repair expenditures that do not significantly increase the life of an asset are charged to expense when incurred. Property, plant and equipment placed in service prior to January 1, 1999 are depreciated over their estimated useful lives, principally using accelerated methods. Assets placed in service subsequent to January 1, 1999 are depreciated over their estimated useful lives, using straight-line methods. Leasehold improvements are amortized over the shorter of their economic lives or the lease term. Gains and losses arising on the disposal of property, plant and equipment are included in Operating income in the Consolidated Statement of Income. |
Internal Use Software, Policy [Policy Text Block] |
Capitalized Computer Software Costs Capitalized computer software costs, net of amortization, were $10.9 million and $8.7 million at December 31, 2013 and 2012, respectively. This balance is reflected in Other long-term assets in the Consolidated Balance Sheet. Capitalized computer software costs primarily consist of purchased materials and services. Software is amortized on a straight-line basis over appropriate periods, generally five years. The Company recorded amortization expense of $4.3 million, $3.5 million and $4.8 million in 2013, 2012 and 2011, respectively, relating to capitalized computer software. |
Goodwill and Intangible Assets, Policy [Policy Text Block] |
Goodwill and Other Intangible Assets Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired companies. Indefinite-lived intangible assets and goodwill are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance. The Company performs its goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. The Company has elected to utilize the two step goodwill impairment testing process as prescribed in the accounting guidance. Step 1 compares the fair value of the Company's reporting units to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. If the carrying value of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Goodwill impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. The Company uses internal discounted cash flow estimates to determine fair value. These cash flow estimates are derived from historical experience and future long-term business plans and the application of an appropriate discount rate. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. The Company's estimated aggregate fair value of its reporting units are reasonable when compared to the Company's market capitalization on the valuation date. As of April 1, 2013, the impairment testing resulted in implied fair values for each reporting unit that exceeded the reporting unit's carrying value, including goodwill. The Company did not have any reporting units at risk of failing Step 1 of the impairment test as the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value) ranged from approximately 100% to approximately 400% for the respective reporting units. Additionally, the Company did not have any reporting units with zero or negative carrying amounts. The Company has not recorded any goodwill impairments since the initial adoption of the accounting guidance in 2002. The Company's intangible assets consist primarily of patents, tradenames and customer relationships. Intangible assets with definite lives are being amortized over periods generally ranging from 5-30 years. These definite lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The Company did not record any impairments related to its definite lived intangible assets in 2013, 2012 or 2011. The Company also has some tradenames that are considered to be indefinite-lived intangible assets. These indefinite-lived are not amortized and are tested for impairment annually, unless circumstances dictate the need for more frequent assessment. In 2012, the accounting guidance related to testing indefinite lived intangible assets, other than goodwill, for impairment was amended. The amendment provides entities an option of performing a qualitative assessment before calculating the fair value of the asset. If the entity determines, on the basis of certain qualitative factors, that it is more-likely-than-not that the asset is not impaired, the entity would not need to calculate the fair value of the asset. The Company elected to bypass the qualitative assessment and proceeded directly to the determination of fair value of its indefinite lived intangibles which resulted in no impairment in 2013, 2012 or 2011. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] |
Other Long-Lived Assets The Company reviews depreciable long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset group and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of impaired assets is determined using expected cash flow estimates, quoted market prices when available and appraisals as appropriate. The Company did not record any material impairment charges in 2013, 2012 or 2011. |
Accrued Insurance Policy [PolicyTextblock] |
Accrued Insurance The Company retains a significant portion of the risks associated with workers' compensation, medical, automobile and general liability insurance. The Company estimates self-insurance liabilities using a number of factors, including historical claims experience, demographic factors, severity factors and other actuarial assumptions. The accrued liabilities associated with these programs are based on the Company's estimate of the ultimate costs to settle known claims as well as claims incurred but not reported as of the balance sheet date. The Company periodically reviews the assumptions with a third party actuary to determine the adequacy of these self-insurance reserves. |
Income Tax, Policy [Policy Text Block] |
Income Taxes The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax authorities routinely review the Company's tax returns. These audits can involve complex issues which may require an extended period of time to resolve. The Company makes adequate provisions for best estimates of exposures on previously filed tax returns. Deferred income taxes are recognized for the tax consequence of differences between financial statement carrying amounts and the tax basis of assets and liabilities by applying the currently enacted statutory tax rates in accordance with the accounting guidance for income taxes. The effect of a change in statutory tax rates is recognized in the period that includes the enactment date. Additionally, deferred tax assets are required to be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. The Company uses factors to assess the likelihood of realization of deferred tax assets such as the forecast of future taxable income and available tax planning strategies that could be implemented to realize the deferred tax assets. In addition, the accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of the tax position taken or expected to be taken in a tax return. For any amount of benefit to be recognized, it must be determined that it is more-likely-than-not that a tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of benefit to be recognized is based on the Company's assertion of the most likely outcome resulting from an examination, including resolution of any related appeals or litigation processes. Companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. See also Note 12 — Income Taxes. |
Research and Development Expense, Policy [Policy Text Block] |
Research and Development Research and development expenditures represent costs to discover and/or apply new knowledge in developing a new product, process, or in bringing about a significant improvement to an existing product or process. Research and development expenses are recorded as a component of Cost of goods sold. Expenses for research and development were approximately 2% of Cost of goods sold for each of the years 2013, 2012 and 2011. |
Pension and Other Postretirement Plans, Policy [Policy Text Block] |
Retirement Benefits The Company maintains various defined benefit pension plans for some of its U.S. and foreign employees. The accounting guidance for retirement benefits requires the Company to recognize the funded status of its defined benefit pension and postretirement plans as an asset or liability in the Consolidated Balance Sheet. Gains or losses, prior service costs or credits, and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of the year are recognized as components of Accumulated other comprehensive loss, net of tax, within Hubbell shareholders' equity. The Company's policy is to fund pension costs within the ranges prescribed by applicable regulations. In addition to providing defined benefit pension benefits, the Company provides health care and life insurance benefits for some of its active and retired employees. The Company's policy is to fund these benefits through insurance premiums or as actual expenditures are made. See also Note 10 — Retirement Benefits. |
Earnings Per Share, Policy [Policy Text Block] |
Earnings Per Share The earnings per share accounting guidance requires use of the two-class method in determining earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for common stock and participating securities. Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends. Basic earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares of common stock outstanding. Earnings per diluted share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding of common stock plus the incremental shares outstanding assuming the exercise of dilutive stock options, stock appreciation rights and performance shares. See also Note 18 — Earnings Per Share. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] |
Stock-Based Compensation The Company recognizes the grant-date fair value of all stock-based awards on a straight-line basis over their respective requisite service periods (generally equal to an award's vesting period), except for performance-based restricted stock awards which are expensed using the graded vesting attribution method. A stock-based award is considered vested for expense attribution purposes when the retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The expense is recorded in Cost of goods sold and S&A expense in the Consolidated Statement of Income based on the recipients' respective functions within the organization. The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported in the Company's tax return are recorded to Additional paid-in capital to the extent that previously recognized credits to paid-in capital are still available. See also Note 17 — Stock-Based Compensation. |
Derivatives, Reporting of Derivative Activity [Policy Text Block] |
Derivatives In order to limit financial risk in the management of its assets, liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability or proposed transaction. The Company does not speculate or use leverage when trading a derivative product. Market value gains or losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying asset or liability are recognized in income. See Note 14 – Fair Value Measurement for more information regarding our derivative instruments. |
New Accounting Pronouncements [Policy Text Block] |
Recent Accounting Pronouncements In February 2013, the FASB amended the disclosure requirements regarding the reporting of amounts reclassified out of accumulated other comprehensive income. The amendment does not change the current requirement for reporting net income or other comprehensive income, but requires additional disclosures about significant amounts reclassified out of accumulated other comprehensive income including the effect of the reclassification on the related net income line items. This amendment was adopted prospectively by the Company effective January 1, 2013. See also Note 19 - Accumulated Other Comprehensive Loss. In March 2013, the FASB amended guidance related to a parent company's accounting for the release of the cumulative translation adjustment into net income upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This guidance is effective for fiscal periods beginning after December 15, 2013, and is to be applied prospectively to derecognition events occurring after the effective date. The adoption of this amendment did not have a material impact on the Company's financial statements. In July 2013, the FASB amended its guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. This guidance is effective for fiscal periods beginning after December 15, 2013, and is to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective and early adoption are also permitted. The Company does not anticipate the adoption of this amendment will have a material impact on its financial statements. |
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Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
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Disclosure of accounting policy for derivatives entered into for trading purposes and those entered into for purposes other than trading including where and when derivative financial instruments and derivative commodity instruments and their related gains or losses are reported in the entity's statements of financial position, cash flows, and results of operations.
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Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.
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v2.4.0.8
Quarterly Financial Data (unaudited) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Quarterly Financial Data [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Sales Revenue Net |
$ 806.6 |
$ 835.9 |
$ 801.3 |
$ 740.1 |
$ 752.5 |
$ 789.7 |
$ 778.4 |
$ 723.8 |
$ 3,183.9 |
$ 3,044.4 |
$ 2,871.6 |
Gross Profit |
270.9 |
291.3 |
272.0 |
236.3 |
249.8 |
268.5 |
259.8 |
234.1 |
1,070.5 |
1,012.2 |
923.7 |
Profit Loss |
82.8 |
97.2 |
83.0 |
66.8 |
72.9 |
87.6 |
78.0 |
63.6 |
329.8 |
302.1 |
270.2 |
Net income attributable to Hubbell |
$ 82.0 |
$ 96.5 |
$ 82.1 |
$ 65.9 |
$ 71.9 |
$ 87.1 |
$ 77.5 |
$ 63.2 |
$ 326.5 |
$ 299.7 |
$ 267.9 |
Earnings Per Share Basic |
$ 1.39 |
$ 1.63 |
$ 1.38 |
$ 1.11 |
$ 1.21 |
$ 1.47 |
$ 1.31 |
$ 1.06 |
$ 5.51 |
$ 5.05 |
$ 4.47 |
Earnings Per Share Diluted |
$ 1.38 |
$ 1.62 |
$ 1.37 |
$ 1.10 |
$ 1.20 |
$ 1.45 |
$ 1.29 |
$ 1.05 |
$ 5.47 |
$ 5.00 |
$ 4.42 |
X |
- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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v2.4.0.8
Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Numerator [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Hubbell |
$ 82.0 |
$ 96.5 |
$ 82.1 |
$ 65.9 |
$ 71.9 |
$ 87.1 |
$ 77.5 |
$ 63.2 |
$ 326.5 |
$ 299.7 |
$ 267.9 |
Undistributed Earnings Allocated to Participating Securities |
|
|
|
|
|
|
|
|
1.0 |
1.0 |
1.0 |
Net income available to common shareholders |
|
|
|
|
|
|
|
|
$ 325.5 |
$ 298.7 |
$ 266.9 |
Denominator [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number Of Shares Outstanding Basic |
|
|
|
|
|
|
|
|
59.1 |
59.1 |
59.7 |
Weighted Average Number Diluted Shares Outstanding Adjustment |
|
|
|
|
|
|
|
|
0.5 |
0.7 |
0.7 |
Weighted Average Number Of Diluted Shares Outstanding |
|
|
|
|
|
|
|
|
59.6 |
59.8 |
60.4 |
Earnings Per Share Disclosure [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share Basic |
$ 1.39 |
$ 1.63 |
$ 1.38 |
$ 1.11 |
$ 1.21 |
$ 1.47 |
$ 1.31 |
$ 1.06 |
$ 5.51 |
$ 5.05 |
$ 4.47 |
Earnings Per Share Diluted |
$ 1.38 |
$ 1.62 |
$ 1.37 |
$ 1.10 |
$ 1.20 |
$ 1.45 |
$ 1.29 |
$ 1.05 |
$ 5.47 |
$ 5.00 |
$ 4.42 |
Stock Option And Performance Shares Antidilutive Securities [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount |
|
|
|
|
|
|
|
|
0 |
0 |
0 |
Stock Appreciation Rights Antidilutive Securities [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
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v2.4.0.8
Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Goodwill Roll Forward |
|
|
|
Goodwill, Beginning Balance |
$ 755.5 |
$ 727.3 |
|
Acquisitions |
49.6 |
26.3 |
|
Translation adjustments |
(4.7) |
1.9 |
|
Goodwill, Ending Balance |
800.4 |
755.5 |
727.3 |
Acquisition of businesses, net of cash acquired |
96.5 |
90.7 |
29.6 |
Goodwill Acquired |
49.6 |
|
|
ProceedsFromPreviousAcquisition |
0 |
6.8 |
0 |
Other Intangible Assets [Line Items] |
|
|
|
Gross Amount Finite Intangible |
333.4 |
315.5 |
|
Gross Amount Indefinite Lived Intangible |
55.9 |
56.4 |
|
Total Gross Other Intangible Assets |
389.3 |
371.9 |
|
Accumulated Amortization Intangible |
102.7 |
83.8 |
|
Finite-Lived Intangible Assets, Future Amortization Expense, Current and Five Succeeding Fiscal Years [Abstract] |
|
|
|
Year to date amortization expense |
19.9 |
18.1 |
16.6 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months |
19.5 |
|
|
Finite-Lived Intangible Assets, Amortization Expense, Year Two |
17.6 |
|
|
Finite-Lived Intangible Assets, Amortization Expense, Year Three |
16.9 |
|
|
Finite-Lived Intangible Assets, Amortization Expense, Year Four |
15.7 |
|
|
Finite-Lived Intangible Assets, Amortization Expense, Year Five |
14.0 |
|
|
Tradenames Other [Member]
|
|
|
|
Other Intangible Assets [Line Items] |
|
|
|
Gross Amount Indefinite Lived Intangible |
55.9 |
56.4 |
|
Patents Tradenames Trademarks [Member]
|
|
|
|
Other Intangible Assets [Line Items] |
|
|
|
Gross Amount Finite Intangible |
111.2 |
102.8 |
|
Accumulated Amortization Intangible |
27.7 |
23.0 |
|
Customer Relationships [Member]
|
|
|
|
Other Intangible Assets [Line Items] |
|
|
|
Gross Amount Finite Intangible |
222.2 |
212.7 |
|
Accumulated Amortization Intangible |
75.0 |
60.8 |
|
Electrical [Member]
|
|
|
|
Goodwill Roll Forward |
|
|
|
Goodwill, Beginning Balance |
474.6 |
453.0 |
|
Acquisitions |
49.6 |
18.6 |
|
Translation adjustments |
(3.3) |
3.0 |
|
Goodwill, Ending Balance |
520.9 |
474.6 |
|
Power [Member]
|
|
|
|
Goodwill Roll Forward |
|
|
|
Goodwill, Beginning Balance |
280.9 |
274.3 |
|
Acquisitions |
0 |
7.7 |
|
Translation adjustments |
(1.4) |
(1.1) |
|
Goodwill, Ending Balance |
$ 279.5 |
$ 280.9 |
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v2.4.0.8
Product Class Data (Details) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
$ 806.6 |
$ 835.9 |
$ 801.3 |
$ 740.1 |
$ 752.5 |
$ 789.7 |
$ 778.4 |
$ 723.8 |
$ 3,183.9 |
$ 3,044.4 |
$ 2,871.6 |
Electrical Systems [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
1,466.4 |
1,376.1 |
1,271.4 |
Lighting [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
796.2 |
738.5 |
732.8 |
Power Product [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
$ 921.3 |
$ 929.8 |
$ 867.4 |
X |
- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts.
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v2.4.0.8
Geographic Area Data (Details) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Export Sales From United States |
|
|
|
|
|
|
|
|
$ 213.0 |
$ 243.9 |
$ 210.2 |
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
806.6 |
835.9 |
801.3 |
740.1 |
752.5 |
789.7 |
778.4 |
723.8 |
3,183.9 |
3,044.4 |
2,871.6 |
Operating Income [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
507.6 |
471.8 |
423.8 |
Long-lived Assets, Net [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets |
1,553.7 |
|
|
|
1,452.4 |
|
|
|
1,553.7 |
1,452.4 |
1,410.5 |
United States Geographic [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
2,687.6 |
2,541.6 |
2,381.5 |
Operating Income [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
417.5 |
383.8 |
338.0 |
Long-lived Assets, Net [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets |
1,341.4 |
|
|
|
1,225.4 |
|
|
|
1,341.4 |
1,225.4 |
1,185.4 |
International Geographic [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
496.3 |
502.8 |
490.1 |
Operating Income [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
90.1 |
88.0 |
85.8 |
Long-lived Assets, Net [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets |
$ 212.3 |
|
|
|
$ 227.0 |
|
|
|
$ 212.3 |
$ 227.0 |
$ 225.1 |
Foreign Operations [Member] | Net Sales Total [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
16.00% |
17.00% |
17.00% |
Foreign Operations [Member] | Long-lived assets Total [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
14.00% |
16.00% |
16.00% |
Canada Operations [Member] | International Net Sales [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
30.00% |
|
|
Canada Operations [Member] | International Long-lived assets [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
18.00% |
|
|
United Kingdom Operations [Member] | International Net Sales [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
24.00% |
|
|
United Kingdom Operations [Member] | International Long-lived assets [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
29.00% |
|
|
Mexico Operations [Member] | International Long-lived assets [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
19.00% |
|
|
Brazil Operations [Member] | International Net Sales [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Concentration Risk, Percentage |
|
|
|
|
|
|
|
|
12.00% |
|
|
X |
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v2.4.0.8
Capital Stock (Details) (USD $)
|
12 Months Ended |
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Shares Reserved For Future Issuance [Abstract] |
|
|
|
|
Preferred Stock Reserved |
59,000 |
|
|
|
Capital Stock Other Disclosures [Abstract] |
|
|
|
|
Preferred Stock Liquidation Preference |
$ 100 |
|
|
|
Preferred Stock Shares Authorized |
5,900,000 |
|
|
|
Preferred Stock Aggregate Dividend |
1,000 times the dividend declared per share of Common Stock |
|
|
|
Preferred Stock Aggregate Payment After Conversion or Exchange of Common Stock |
1,000 times the amount received per share of Common Stock |
|
|
|
Preferred Stock Redemption Price |
1,000 times the payment made per share of Class A Common Stock or Class B Common Stock |
|
|
|
Rights Agreement Expiration Date |
Dec. 31,
2018 |
|
|
|
Rights Redemption Price |
$ 0.01 |
|
|
|
Class A Common Stock
|
|
|
|
|
Capital Stock Rollfoward [Abstract] |
|
|
|
|
Common Stock Shares Outstanding |
7,167,506 |
7,167,506 |
7,167,000 |
7,167,000 |
Exercise of stock options/stock appreciation rights |
0 |
0 |
0 |
|
Shares issued under director compensation arrangements |
0 |
0 |
0 |
|
Restricted shares issued, net of forfeitures |
0 |
0 |
0 |
|
Acquisition/surrender of shares |
0 |
0 |
0 |
|
Shares Reserved For Future Issuance [Abstract] |
|
|
|
|
Exercise of outstanding stock options |
0 |
|
|
|
Future grant of stock-based compensation |
0 |
|
|
|
Common Shares Reserved Other Equity Plans |
0 |
|
|
|
Common Stock Reserved |
0 |
|
|
|
Capital Stock Other Disclosures [Abstract] |
|
|
|
|
Common Stock, Voting Rights |
twenty votes per share |
|
|
|
Common Stock, Conversion Features |
$175.00 per one one-thousandth of a share |
|
|
|
Class B Common Stock
|
|
|
|
|
Capital Stock Rollfoward [Abstract] |
|
|
|
|
Common Stock Shares Outstanding |
52,005,492 |
52,069,205 |
52,071,000 |
53,601,000 |
Exercise of stock options/stock appreciation rights |
157,000 |
804,000 |
638,000 |
|
Shares issued under director compensation arrangements |
16,000 |
18,000 |
8,000 |
|
Restricted shares issued, net of forfeitures |
138,000 |
197,000 |
140,000 |
|
Acquisition/surrender of shares |
(375,000) |
(1,021,000) |
(2,316,000) |
|
Shares Reserved For Future Issuance [Abstract] |
|
|
|
|
Exercise of outstanding stock options |
51,000 |
|
|
|
Future grant of stock-based compensation |
1,807,000 |
|
|
|
Common Shares Reserved Other Equity Plans |
110,000 |
|
|
|
Common Stock Reserved |
1,968,000 |
|
|
|
Capital Stock Other Disclosures [Abstract] |
|
|
|
|
Common Stock, Voting Rights |
one vote per share |
|
|
|
Common Stock, Conversion Features |
$175.00 per one one-thousandth of a share |
|
|
|
Series A Preferred Stock [Member]
|
|
|
|
|
Capital Stock Other Disclosures [Abstract] |
|
|
|
|
Preferred Stock, Dividend Rate, Per-Dollar-Amount |
$ 10 |
|
|
|
Series B Preferred Stock [Member]
|
|
|
|
|
Capital Stock Other Disclosures [Abstract] |
|
|
|
|
Preferred Stock, Dividend Rate, Per-Dollar-Amount |
$ 10 |
|
|
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v2.4.0.8
Capital Stock
|
12 Months Ended |
Dec. 31, 2013
|
Capital Stock Disclosure [Abstract] |
|
Capital Stock Note Disclosure [Text Block] |
Note 16 — Capital Stock Activity in the Company's common shares outstanding is set forth below for the three years ended December 31, 2013 (in thousands): | | Common Stock | | | | Class A | | Class B | | | Outstanding at December 31, 2010 | 7,167 | | 53,601 | | | Exercise of stock options/stock appreciation rights | - | | 638 | | | Director compensation arrangements, net | - | | 8 | | | Restricted/performance shares activity, net of forfeitures | - | | 140 | | | Acquisition/surrender of shares | - | | (2,316) | | | Outstanding at December 31, 2011 | 7,167 | | 52,071 | | | Exercise of stock options/stock appreciation rights | - | | 804 | | | Director compensation arrangements, net | - | | 18 | | | Restricted/performance shares activity, net of forfeitures | - | | 197 | | | Acquisition/surrender of shares | - | | (1,021) | | | Outstanding at December 31, 2012 | 7,167 | | 52,069 | | | Exercise of stock options/stock appreciation rights | - | | 157 | | | Director compensation arrangements, net | - | | 16 | | | Restricted/performance shares activity, net of forfeitures | - | | 138 | | | Acquisition/surrender of shares | - | | (375) | | | Outstanding at December 31, 2013 | 7,167 | | 52,005 | | | | | | | |
Repurchased shares are retired when acquired and the purchase price is charged against par value and additional paid-in capital. Shares may be repurchased through the Company's stock repurchase program, acquired by the Company from employees under the Hubbell Incorporated Stock Option Plan for Key Employees (the “Option Plan”) or surrendered to the Company by employees in settlement of their minimum tax liability on vesting of restricted shares and performance shares under the Hubbell Incorporated 2005 Incentive Award Plan as amended and restated, (the “Award Plan”). Class A Common shares have twenty votes per share, while Class B Common shares have one vote per share. In addition, the Company has 5.9 million authorized shares of preferred stock; no preferred shares are outstanding. The Company has an amended and restated Rights Agreement under which holders of Class A Common Stock have Class A Rights and holders of Class B Common Stock have Class B Rights (collectively, “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 20 percent or more of the outstanding Class A Common Stock of the Company. Each Class A Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (“Series A Preferred Stock”), without par value, at a price of $175.00 per one one-thousandth of a share. Similarly, each Class B Right entitles the holder to purchase one one-thousandth of a share of Series B Junior Participating Preferred Stock (“Series B Preferred Stock”), without par value, at a price of $175.00 per one one-thousandth of a share. The Rights may be redeemed by the Company for one cent per Right prior to the day a person or group of affiliated persons acquires 20 percent or more of the outstanding Class A Common Stock of the Company. The Rights will expire in December 31, 2018 (the “Final Expiration Date”), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company. Shares of Series A Preferred Stock or Series B Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Series A Preferred Stock or Series B Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $10.00 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Series A Preferred Stock or Series B Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1,000 times the payment made per share of Class A Common Stock or Class B Common Stock, respectively. Each share of Series A Preferred Stock will have 20,000 votes and each share of Series B Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation, transfer of assets or earning power or other transaction in which shares of Common Stock are converted or exchanged, each share of Series A Preferred Stock or Series B Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Upon the occurrence of certain events or transactions specified in the Rights Agreement, each holder of a Right will have the right to receive, upon exercise, that number of shares of the Company's common stock or the acquiring company's shares having a market value equal to twice the exercise price. Shares of the Company's common stock were reserved at December 31, 2013 as follows (in thousands): | | Common Stock | | | | | | Class A | | Class B | | Preferred Stock | | | Exercise of outstanding stock options | - | | 51 | | - | | | Future grant of stock-based compensation | - | | 1,807 | | - | | | Exercise of stock purchase rights | - | | - | | 59 | | | Shares reserved under other equity compensation plans | - | | 110 | | - | | | Total | - | | 1,968 | | 59 | |
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v2.4.0.8
Industry Segments and Geographic Area Information (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Industry Segments and Geographic Area Information [Abstract] |
|
Industry Segment Data [Table Text Block] |
Industry Segment Data | | | | | | | | | | | | 2013 | | 2012 | | 2011 | | | Net Sales: | | | | | | | | | | | Electrical | $ | 2,262.6 | | $ | 2,114.6 | | $ | 2,004.2 | | | Power | | 921.3 | | | 929.8 | | | 867.4 | | | TOTAL NET SALES | $ | 3,183.9 | | $ | 3,044.4 | | $ | 2,871.6 | | | Operating Income: | | | | | | | | | | | Electrical | $ | 341.1 | | $ | 303.7 | | $ | 282.0 | | | Power | | 166.5 | | | 168.1 | | | 141.8 | | | Operating income | | 507.6 | | | 471.8 | | | 423.8 | | | Loss on extinguishment of debt | | | | | | | | | | | Interest expense | | (30.8) | | | (30.8) | | | (30.9) | | | Investment income and other expense, net | | (3.0) | | | 0.8 | | | (3.1) | | | Income before income taxes | $ | 473.8 | | $ | 441.8 | | $ | 389.8 | | | Assets: | | | | | | | | | | | Electrical | $ | 1,813.8 | | $ | 1,659.2 | | $ | 1,558.2 | | | Power | | 707.0 | | | 710.4 | | | 659.8 | | | General Corporate | | 666.4 | | | 577.4 | | | 628.5 | | | TOTAL ASSETS | $ | 3,187.2 | | $ | 2,947.0 | | $ | 2,846.5 | | | Capital Expenditures: | | | | | | | | | | | Electrical | $ | 32.4 | | $ | 27.1 | | $ | 35.9 | | | Power | | 25.0 | | | 20.4 | | | 16.5 | | | General Corporate | | 1.4 | | | 1.6 | | | 3.0 | | | TOTAL CAPITAL EXPENDITURES | $ | 58.8 | | $ | 49.1 | | $ | 55.4 | | | Depreciation and Amortization: | | | | | | | | | | | Electrical | $ | 48.0 | | $ | 45.8 | | $ | 47.1 | | | Power | | 22.6 | | | 21.0 | | | 21.1 | | | TOTAL DEPRECIATION AND AMORTIZATION | $ | 70.6 | | $ | 66.8 | | $ | 68.2 | | | | | | | | | | | | | Product Class Data | | | | | | | | | | | | 2013 | | 2012 | | 2011 | | | Net Sales: | | | | | | | | | | | Electrical Systems | $ | 1,466.4 | | $ | 1,376.1 | | $ | 1,271.4 | | | Lighting | | 796.2 | | | 738.5 | | | 732.8 | | | Power | | 921.3 | | | 929.8 | | | 867.4 | | | TOTAL NET SALES | $ | 3,183.9 | | $ | 3,044.4 | | $ | 2,871.6 | |
|
Geographic Area Data [Table Text Block] |
Geographic Area Data | | | | | | | | | | | | 2013 | | 2012 | | 2011 | | | Net Sales: | | | | | | | | | | | United States | $ | 2,687.6 | | $ | 2,541.6 | | $ | 2,381.5 | | | International | | 496.3 | | | 502.8 | | | 490.1 | | | TOTAL NET SALES | $ | 3,183.9 | | $ | 3,044.4 | | $ | 2,871.6 | | | Operating Income: | | | | | | | | | | | United States | $ | 417.5 | | $ | 383.8 | | $ | 338.0 | | | International | | 90.1 | | | 88.0 | | | 85.8 | | | TOTAL OPERATING INCOME | $ | 507.6 | | $ | 471.8 | | $ | 423.8 | | | Long-lived Assets: | | | | | | | | | | | United States | $ | 1,341.4 | | $ | 1,225.4 | | $ | 1,185.4 | | | International | | 212.3 | | | 227.0 | | | 225.1 | | | TOTAL LONG-LIVED ASSETS | $ | 1,553.7 | | $ | 1,452.4 | | $ | 1,410.5 | |
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8736-108599
Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 25
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8813-108599
Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-Paragraph 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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v2.4.0.8
Retirement Benefits (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Retirement Benefits Disclosure [Abstract] |
|
Schedule Of Changes In Benefit Obligation Plan Assets Amts Recog In Accum O C I Amts Recog In B S [TableTextBlock] |
| Pension Benefits | | Other Benefits | | 2013 | | 2012 | | 2013 | | 2012 | Change in benefit obligation | | | | | | | | | | | | Benefit obligation at beginning of year | $ | 879.5 | | $ | 832.4 | | $ | 30.4 | | $ | 33.7 | Service cost | | 16.7 | | | 16.0 | | | - | | | - | Interest cost | | 36.5 | | | 36.5 | | | 1.1 | | | 1.3 | Plan participants’ contributions | | 0.7 | | | 0.7 | | | - | | | - | Amendments | | 0.4 | | | - | | | - | | | - | Actuarial loss (gain) | | (69.2) | | | 24.2 | | | (1.4) | | | (2.4) | Currency impact | | 0.3 | | | 3.9 | | | - | | | - | Other | | (0.5) | | | (0.5) | | | (0.1) | | | 0.0 | Benefits paid | | (36.2) | | | (33.7) | | | (1.9) | | | (2.2) | Benefit obligation at end of year | $ | 828.2 | | $ | 879.5 | | $ | 28.1 | | $ | 30.4 | Change in plan assets | | | | | | | | | | | | Fair value of plan assets at beginning of year | $ | 726.3 | | $ | 647.6 | | $ | - | | $ | - | Actual return on plan assets | | 64.8 | | | 82.8 | | | - | | | - | Employer contributions | | 8.0 | | | 25.1 | | | - | | | - | Plan participants’ contributions | | 0.7 | | | 0.7 | | | - | | | - | Currency impact | | 0.4 | | | 3.8 | | | - | | | - | Benefits paid | | (36.2) | | | (33.7) | | | - | | | - | Fair value of plan assets at end of year | $ | 764.0 | | $ | 726.3 | | $ | - | | $ | - | FUNDED STATUS | $ | (64.2) | | $ | (153.2) | | $ | (28.1) | | $ | (30.4) | Amounts recognized in the consolidated balance sheet consist of: | | | | | | | | | | | | Prepaid pensions (included in Other long-term assets) | $ | 18.7 | | $ | 5.6 | | $ | - | | $ | - | Accrued benefit liability (short-term and long-term) | | (82.9) | | | (158.8) | | | (28.1) | | | (30.4) | Net amount recognized in the consolidated balance sheet | $ | (64.2) | | $ | (153.2) | | $ | (28.1) | | $ | (30.4) | Amounts recognized in Accumulated other comprehensive loss (income) consist of: | | | | | | | | | | | | Net actuarial loss | $ | 107.2 | | $ | 208.9 | | $ | (0.9) | | $ | 0.4 | Prior service cost (credit) | | 1.0 | | | 0.8 | | | (6.2) | | | (7.1) | Net amount recognized in Accumulated other comprehensive loss | $ | 108.2 | | $ | 209.7 | | $ | (7.1) | | $ | (6.7) |
|
Schedule Of Accumulated Benefit Obligations In Excess Of Fair Value Of Plan Assets [TableTextBlock] |
| | 2013 | | 2012 | | | Projected benefit obligation | $ | 77.2 | | $ | 765.9 | | | Accumulated benefit obligation | $ | 74.5 | | $ | 725.0 | | | Fair value of plan assets | $ | - | | $ | 607.1 | |
|
Schedule Of Net Periodic Benefit Costs Amts Recog In O C I Amts To Be Recog [TableTextBlock] |
| | Pension Benefits | | Other Benefits | | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | | | | | | | | | Components of net periodic benefit cost: | | | | | | | | | | | | | | | | | | Service cost | $ | 16.7 | | $ | 16.0 | | $ | 13.6 | | $ | - | | $ | - | | $ | - | Interest cost | | 36.5 | | | 36.5 | | | 38.1 | | | 1.1 | | | 1.3 | | | 1.6 | Expected return on plan assets | | (46.7) | | | (39.9) | | | (41.8) | | | - | | | - | | | - | Amortization of prior service cost/(credit) | | 0.2 | | | 0.2 | | | 0.2 | | | (1.0) | | | (1.0) | | | (1.0) | Amortization of actuarial losses | | 13.8 | | | 17.4 | | | 8.4 | | | (0.1) | | | - | | | - | Curtailment and settlement losses (gains) | | - | | | - | | | (0.1) | | | - | | | - | | | - | Net periodic benefit cost | $ | 20.5 | | $ | 30.2 | | $ | 18.4 | | $ | 0.0 | | $ | 0.3 | | $ | 0.6 | Changes recognized in other comprehensive loss (income), before tax: | | | | | | | | | | | | | | | | | | Current year net actuarial (gain)/loss | $ | (87.8) | | $ | (19.1) | | $ | 99.8 | | $ | (1.4) | | $ | (2.5) | | $ | 1.8 | Current year prior service (cost)/credit | | 0.4 | | | - | | | - | | | - | | | - | | | - | Amortization of prior service (cost)/credit | | (0.2) | | | (0.2) | | | (0.2) | | | 1.0 | | | 1.0 | | | 1.0 | Amortization of net actuarial loss | | (13.8) | | | (17.4) | | | (8.4) | | | 0.1 | | | - | | | - | Currency impact | | (0.1) | | | (0.2) | | | 0.1 | | | - | | | - | | | - | Other adjustments | | - | | | 0.3 | | | - | | | - | | | 0.3 | | | - | Total recognized in other comprehensive (income) loss | | (101.5) | | | (36.6) | | | 91.3 | | | (0.3) | | | (1.2) | | | 2.8 | Total recognized in net periodic pension cost and other comprehensive loss (income) | $ | (81.0) | | $ | (6.4) | | $ | 109.7 | | $ | (0.3) | | $ | (0.9) | | $ | 3.4 | Amortization expected to be recognized through income during 2014 | | | | | | | | | | | | | | | | | | Amortization of prior service cost/(credit) | $ | 0.2 | | | | | | | | $ | (1.0) | | | | | | | Amortization of net loss | | 3.5 | | | | | | | | | (0.1) | | | | | | | Total expected to be recognized through income during next fiscal year | $ | 3.7 | | | | | | | | $ | (1.1) | | | | | | |
|
Schedule Of Assumptions Used [TableTextBlock] |
| | | Pension Benefits | | Other Benefits | | | | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | | | | | | | | | | | | | Weighted-average assumptions used to determine benefit obligations at December 31, | | | | | | | | | | | | | | | | | | | | Discount rate | 5.04 | % | | 4.22 | % | | 4.42 | % | | 4.60 | % | | 4.20 | % | | 4.40 | % | | | Rate of compensation increase | 3.18 | % | | 3.11 | % | | 3.53 | % | | 3.00 | % | | 3.00 | % | | 3.50 | % | | | Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, | | | | | | | | | | | | | | | | | | | | Discount rate | 4.22 | % | | 4.42 | % | | 5.38 | % | | 4.20 | % | | 4.40 | % | | 5.40 | % | | | Expected return on plan assets | 6.70 | % | | 6.50 | % | | 7.00 | % | | N/A | | | N/A | | | N/A | | | | Rate of compensation increase | 3.11 | % | | 3.53 | % | | 3.56 | % | | 3.00 | % | | 3.50 | % | | 3.50 | % | |
|
Schedule Of Health Care Cost Trend Rates [TableTextBlock] |
| | | Other Benefits | | | | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | Assumed health care cost trend rates at December 31, | | | | | | | | Health care cost trend assumed for next year | 8.5% | | 8.8% | | 9.0% | | | Rate to which the cost trend is assumed to decline | 5.0% | | 5.0% | | 5.0% | | | Year that the rate reaches the ultimate trend rate | 2028 | | 2028 | | 2028 | |
|
Schedule Of Effect Of One Percentage Point Change In Assumed Health Care Cost Trend Rates [TableTextBlock] |
| | | One Percentage Point Increase | | One Percentage Point Decrease | | | | | | | | | | | | Effect on total of service and interest cost | $ | 0.1 | | $ | - | | | Effect on postretirement benefit obligation | $ | 1.3 | | $ | (1.3) | |
|
Schedule of Defined Benefit Plan Target and Acutal Plan Asset Allocation [TableTextBlock] |
| | | | Percentage of Plan Assets | | | | | Target | | Actual | | Asset Category | | | 2014 | | 2013 | | 2012 | | Equity securities | | | 28 | % | | 40 | % | | 40 | % | | Debt securities & Cash | | | 60 | % | | 43 | % | | 43 | % | | Alternative Investments | | | 12 | % | | 17 | % | | 17 | % | | Total | | | 100 | % | | 100 | % | | 100 | % |
|
Schedule of Allocation of Plan Assets [Table Text Block] |
| | | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Market for Similar Asset (Level 2) | | Significant Unobservable Inputs (Level 3) | | | Cash and cash equivalents | | $ | 26.3 | | $ | 26.3 | | $ | - | | $ | - | | | Equity securities: | | | - | | | | | | | | | | | | | US Large-cap (a) | | | 82.0 | | | 82.0 | | | - | | | - | | | | US Mid-cap and Small-cap Growth (b) | | | 42.1 | | | 42.1 | | | - | | | - | | | | International Large-cap | | | 105.3 | | | 105.3 | | | - | | | - | | | | Emerging Markets | | | 40.4 | | | 40.4 | | | - | | | - | | | Fixed Income Securities: | | | - | | | | | | | | | | | | | US Treasuries | | | 66.8 | | | 66.8 | | | - | | | - | | | | Corporate Bonds (c) | | | 119.4 | | | 119.4 | | | - | | | - | | | | Asset Backed Securities and Other | | | 89.3 | | | 89.3 | | | - | | | - | | | Derivatives: | | | - | | | | | | | | | | | | | Equity/Debt Futures (d) | | | 60.1 | | | - | | | 60.1 | | | - | | | Alternative Investment Funds (e) | | | 132.3 | | | - | | | - | | | 132.3 | | | Balance at December 31, 2013 | | $ | 764.0 | | $ | 571.6 | | $ | 60.1 | | $ | 132.3 | | | | | | | | | | | | | | | | | | | Asset Category | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Market for Similar Asset (Level 2) | | Significant Unobservable Inputs (Level 3) | | | Cash and cash equivalents | | $ | 45.9 | | $ | 45.9 | | $ | - | | $ | - | | | Equity securities: | | | | | | | | | | | | | | | | US Large-cap (a) | | | 86.1 | | | 86.1 | | | - | | | - | | | | US Mid-cap and Small-cap Growth (b) | | | 31.7 | | | 31.7 | | | - | | | - | | | | International Large-cap | | | 46.0 | | | 46.0 | | | - | | | - | | | | Emerging Markets | | | 37.8 | | | 37.8 | | | - | | | - | | | Fixed Income Securities: | | | | | | | | | | | | | | | | US Treasuries | | | 52.9 | | | 52.9 | | | - | | | - | | | | Corporate Bonds (c) | | | 113.9 | | | 113.9 | | | - | | | - | | | | Asset Backed Securities and Other | | | 122.6 | | | 122.6 | | | - | | | - | | | Derivatives: | | | | | | | | | | | | | | | | Equity/Debt Futures (d) | | | 63.2 | | | - | | | 63.2 | | | - | | | Alternative Investment Funds (e) | | | 126.2 | | | - | | | - | | | 126.2 | | | Balance at December 31, 2012 | | $ | 726.3 | | $ | 536.9 | | $ | 63.2 | | $ | 126.2 | | | | | | | | | | | | | | | | | | | | (a) Includes an actively managed portfolio of large-cap US stocks | | | | (b) Includes $35.0 million and $27.6 million of the Company's common stock at December 31, 2013 and 2012, respectively, and an investment in actively managed mid-cap and small-cap US stocks | | | | (c) Includes primarily investment grade bonds of US issuers from diverse industries | | | | (d) Includes primarily large-cap US and foreign equity futures as well as short positions in US Treasuries to adjust the duration of the portfolio | | | | (e) Includes investments in hedge funds, including fund of fund products. | |
|
Schedule Of Change In Plan Assets Measured Using Unobservable Inputs [TableTextBlock] |
| | | | Alternative Investment Funds | | | Balance at December 31, 2011 | | $ | 117.8 | | | Actual return on plan assets: | | | | | | | Relating to assets still held at the reporting date | | | 9.2 | | | | Relating to assets sold during the period | | | - | | | Purchases, sales and settlements, net | | | (0.8) | | | Transfers in and/or out of Level 3 | | | - | | | Balance at December 31, 2012 | | $ | 126.2 | | | Actual return on plan assets: | | | | | | | Relating to assets still held at the reporting date | | | 9.0 | | | | Relating to assets sold during the period | | | 0.2 | | | Purchases, sales and settlements, net | | | (3.1) | | | Transfers in and/or out of Level 3 | | | - | | | Balance at December 31, 2013 | | $ | 132.3 | |
|
Schedule of Expected Benefit Payments [Table Text Block] |
| | | Pension Benefits | | Other Benefits | | | | | | | | | | | | | | | | | | | | 2014 | $ | 37.5 | | $ | 2.4 | | | | | | | | 2015 | $ | 39.7 | | $ | 2.4 | | | | | | | | 2016 | $ | 42.4 | | $ | 2.3 | | | | | | | | 2017 | $ | 44.4 | | $ | 2.2 | | | | | | | | 2018 | $ | 47.1 | | $ | 2.2 | | | | | | | | 2019-2023 | $ | 267.7 | | $ | 9.5 | | | | | | |
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v2.4.0.8
Industry Segments Information (Details) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
$ 806.6 |
$ 835.9 |
$ 801.3 |
$ 740.1 |
$ 752.5 |
$ 789.7 |
$ 778.4 |
$ 723.8 |
$ 3,183.9 |
$ 3,044.4 |
$ 2,871.6 |
Operating Income [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
507.6 |
471.8 |
423.8 |
Interest Expense |
|
|
|
|
|
|
|
|
30.8 |
30.8 |
30.9 |
Investment income and other expense, net |
|
|
|
|
|
|
|
|
(3.0) |
0.8 |
(3.1) |
Income before income taxes |
|
|
|
|
|
|
|
|
473.8 |
441.8 |
389.8 |
Assets By Segment [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Assets |
3,187.2 |
|
|
|
2,947.0 |
|
|
|
3,187.2 |
2,947.0 |
2,846.5 |
Capital Expenditures [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
58.8 |
49.1 |
55.4 |
Depreciation and Amortization [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
70.6 |
66.8 |
68.2 |
Electrical [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
2,262.6 |
2,114.6 |
2,004.2 |
Operating Income [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
341.1 |
303.7 |
282.0 |
Assets By Segment [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Assets |
1,813.8 |
|
|
|
1,659.2 |
|
|
|
1,813.8 |
1,659.2 |
1,558.2 |
Capital Expenditures [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
32.4 |
27.1 |
35.9 |
Depreciation and Amortization [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
48.0 |
45.8 |
47.1 |
Power [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
921.3 |
929.8 |
867.4 |
Operating Income [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
166.5 |
168.1 |
141.8 |
Assets By Segment [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Assets |
707.0 |
|
|
|
710.4 |
|
|
|
707.0 |
710.4 |
659.8 |
Capital Expenditures [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
25.0 |
20.4 |
16.5 |
Depreciation and Amortization [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
22.6 |
21.0 |
21.1 |
General Corporate [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Assets By Segment [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Assets |
666.4 |
|
|
|
577.4 |
|
|
|
666.4 |
577.4 |
628.5 |
Capital Expenditures [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
$ 1.4 |
$ 1.6 |
$ 3.0 |
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v2.4.0.8
Goodwill and Other Intangible Assets (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Goodwill Disclosure [Abstract] |
|
Schedule of Goodwill [Table Text Block] |
| | Segment | | | | | | | Electrical | | Power | | Total | | | Balance December 31, 2011 | $ | 453.0 | | $ | 274.3 | | $ | 727.3 | | | Acquisitions | | 18.6 | | | 7.7 | | | 26.3 | | | Translation adjustments | | 3.0 | | | (1.1) | | | 1.9 | | | Balance December 31, 2012 | $ | 474.6 | | $ | 280.9 | | $ | 755.5 | | | Acquisitions | | 49.6 | | | - | | | 49.6 | | | Translation adjustments | | (3.3) | | | (1.4) | | | (4.7) | | | Balance December 31, 2013 | $ | 520.9 | | $ | 279.5 | | $ | 800.4 | | | | | | | | | | | | |
|
Schedule of Intangible Assets [Table Text Block] |
| | December 31, 2013 | | December 31, 2012 | | | | Gross Amount | | Accumulated Amortization | | Gross Amount | | Accumulated Amortization | | | Definite-lived: | | | | | | | | | | | | | | Patents, tradenames and trademarks | $ | 111.2 | | $ | (27.7) | | $ | 102.8 | | $ | (23.0) | | | Customer/agent relationships and other | | 222.2 | | | (75.0) | | | 212.7 | | | (60.8) | | | Total Definite-lived Intangibles | | 333.4 | | | (102.7) | | | 315.5 | | | (83.8) | | | Indefinite-lived: | | | | | | | | | | | | | | Tradenames and other | | 55.9 | | | - | | | 56.4 | | | - | | | Total Intangible Assets | $ | 389.3 | | $ | (102.7) | | $ | 371.9 | | $ | (83.8) | |
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v2.4.0.8
Valuation and Qualifying Accounts and Reserves (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Valuation and Qualifying Accounts And Reserves [Abstract] |
|
Valuation And Qualifying Accounts [Table Text Block] |
| | Balance at Beginning of Year | | Additions / (Reversals) Charged to Costs and Expenses | | Deductions | | Balance at End of Year | | | Allowances for doubtful accounts receivable: | | | | | | | | | | | | | | Year 2011 | $ | 3.6 | | $ | 0.1 | | $ | (0.7) | | $ | 3.0 | | | Year 2012 | $ | 3.0 | | $ | 1.4 | | $ | (1.2) | | $ | 3.2 | | | Year 2013 | $ | 3.2 | | $ | (0.2) | | $ | (0.9) | | $ | 2.1 | | | Allowance for credit memos and returns: | | | | | | | | | | | | | | Year 2011 | $ | 18.6 | | $ | 155.0 | | $ | (153.2) | | $ | 20.4 | | | Year 2012 | $ | 20.4 | | $ | 168.1 | | $ | (168.0) | | $ | 20.5 | | | Year 2013 | $ | 20.5 | | $ | 181.7 | | $ | (173.2) | | $ | 29.0 | | | Valuation allowance on deferred tax assets: | | | | | | | | | | | | | | Year 2011 | $ | 18.0 | | $ | 1.7 | | $ | - | | $ | 19.7 | | | Year 2012 | $ | 19.7 | | $ | 6.4 | | $ | - | | $ | 26.1 | | | Year 2013 | $ | 26.1 | | $ | 2.6 | | $ | (0.2) | | $ | 28.5 | |
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v2.4.0.8
Income Taxes (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Deferred Tax Carryforward [Abstract] |
|
|
|
Tax Credit Carryforward Expiration Dates |
Dec. 31,
2029 |
|
|
OperatingLossCarryforwardsExpirationDates |
2031-12-31 |
|
|
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] |
|
|
|
Federal statutory income tax rate |
35.00% |
35.00% |
35.00% |
State income taxes, net of federal benefit |
2.10% |
1.80% |
1.40% |
Foreign income taxes |
(3.60%) |
(3.40%) |
(3.60%) |
Other adjustments, net |
(3.10%) |
(1.80%) |
(2.10%) |
Consolidated effective income tax rate |
30.40% |
31.60% |
30.70% |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns [RollForward] |
|
|
|
Unrecognized tax benefits |
$ 13.5 |
$ 27.6 |
$ 25.2 |
Additions based on tax positions relating to the current year |
2.2 |
1.8 |
2.7 |
Reductions based on expiration of statute of limitations |
(1.5) |
(9.6) |
(1.3) |
Additions to tax positions relating to previous years |
2.1 |
0.8 |
1.2 |
Settlements |
(1.5) |
(7.1) |
(0.2) |
Total unrecognized tax benefits |
14.8 |
13.5 |
27.6 |
SignificantChangeInUnrecognizedTaxBenefitsIsReasonablyPossibleEstimatedRangeOfChangeUpperBound |
3.0 |
|
|
Income Taxes Paid Net [Abstract] |
|
|
|
Income Taxes Paid |
127.2 |
113.2 |
80.1 |
Other Information Pertaining To Income Taxes [Abstract] |
|
|
|
Unrecognized Tax Benefits that Would Impact Effective Tax Rate |
10.0 |
|
|
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense |
(0.2) |
(0.5) |
0.4 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued |
1.2 |
1.4 |
|
Unrecognized Tax Benefits Timing Of Deductibility Unknown |
1.3 |
|
|
Deferred tax assets:[Abstract] |
|
|
|
Inventory |
4.7 |
8.3 |
|
Income tax credits |
31.3 |
34.4 |
|
Accrued liabilities |
19.0 |
17.7 |
|
Pension |
23.4 |
50.8 |
|
Postretirement and post employment benefits |
11.0 |
11.6 |
|
Stock-based compensation deferred tax assets |
10.1 |
9.9 |
|
Net operating loss carryforwards |
53.1 |
64.3 |
|
Miscellaneous other |
3.4 |
4.5 |
|
Gross deferred tax assets |
156.0 |
201.5 |
|
Valuation allowance |
(28.5) |
(26.1) |
|
Total net deferred tax assets |
127.5 |
175.4 |
|
Deferred tax liabilities: [Abstract] |
|
|
|
Acquisition basis difference |
(123.3) |
(120.5) |
|
Property, plant, and equipment |
(40.4) |
(37.4) |
|
Total deferred tax liabilities |
(163.7) |
(157.9) |
|
Total net deferred tax asset |
|
17.5 |
|
Total net deferred tax liabilities |
(36.2) |
|
|
Deferred taxes are reflected in the Consolidated Balance Sheet as follows: [Abstract] |
|
|
|
Current tax assets (included in Deferred taxes and other) |
31.0 |
32.7 |
|
Non-current tax assets (included in Other long-term assets) |
1.0 |
1.7 |
|
Current Tax Liabilities (included in Other accrued liabilities) |
(1.5) |
0 |
|
Non-current tax liabilities (included in Other Non-current liabilities) |
(66.7) |
(16.9) |
|
Income before income taxes [Abstract] |
|
|
|
United States |
360.8 |
330.2 |
282.5 |
International |
113.0 |
111.6 |
107.3 |
Income before income taxes |
473.8 |
441.8 |
389.8 |
Total Provision [Abstract] |
|
|
|
Total Provision Current |
130.7 |
112.2 |
100.8 |
Deferred Income Tax Expense Benefit |
13.3 |
27.5 |
18.8 |
Income Tax Expense Benefit |
144.0 |
139.7 |
119.6 |
Federal Provision For Income Taxes [Abstract] |
|
|
|
Current Federal |
94.6 |
66.4 |
61.7 |
Deferred Federal |
14.4 |
25.6 |
23.3 |
State Provision For Income Taxes [Abstract] |
|
|
|
Current State |
15.1 |
12.8 |
9.7 |
Deferred State |
0.1 |
1.8 |
(0.3) |
International Provision For Income Taxes [Abstract] |
|
|
|
Current International |
21.0 |
33.0 |
29.4 |
Deferred International |
(1.2) |
0.1 |
(4.2) |
Tax credit carryforward indefinitely [Member]
|
|
|
|
Deferred tax assets:[Abstract] |
|
|
|
Income tax credits |
8.0 |
|
|
Net operating loss carryforwards |
14.7 |
|
|
Carryforward Subject To Expiration [Member]
|
|
|
|
Deferred tax assets:[Abstract] |
|
|
|
Income tax credits |
(23.3) |
|
|
Net operating loss carryforwards |
38.4 |
|
|
United States [Member]
|
|
|
|
Income Tax Examination [Line Items] |
|
|
|
Open Years |
2010 |
|
|
Canada [Member]
|
|
|
|
Income Tax Examination [Line Items] |
|
|
|
Open Years |
2010 |
|
|
United Kingdom [Member]
|
|
|
|
Income Tax Examination [Line Items] |
|
|
|
Open Years |
2009 |
|
|
Undistributed Earnings of Foreign Subsidiaries and Foreign Corporate Joint Ventures [Member]
|
|
|
|
Deferred Tax Liability Not Recognized [Line Items] |
|
|
|
Amount Of Temporary Difference related to undistributed international earnings |
650.0 |
|
|
Amount Of Unrecognized Deferred Tax Liability related to undistributed international earnings |
$ 140.0 |
|
|
X |
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v2.4.0.8
Stock-Based Compensation (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Stock-Based Compensation [Abstract] |
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Restricted Stock [TableTextBlock] |
| | Shares | | Weighted Average Grant Date Fair Value/Share | | | Restricted stock at December 31, 2012 | 208 | | $ | 73.63 | | | Shares granted | 82 | | | 105.83 | | | Shares vested | (118) | | | 71.61 | | | Shares forfeited | (5) | | | 65.50 | | | Restricted stock at December 31, 2013 | 167 | | $ | 91.17 | |
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| | | Number of Rights | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value | | | Outstanding at December 31, 2012 | | 1,633 | | $ | 59.44 | | | | | | | | Granted | | 247 | | | 107.60 | | | | | | | | Exercised | | (341) | | | 47.97 | | | | | | | | Forfeited | | (8) | | | 72.59 | | | | | | | | Outstanding at December 31, 2013 | | 1,531 | | $ | 69.68 | | 7.4 years | | $ | 60,017 | | | Exercisable at December 31, 2013 | | 960 | | $ | 57.56 | | 6.3 years | | $ | 49,274 | |
|
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| | | Expected Dividend Yield | | Expected Volatility | | Risk Free Interest Rate | | Expected Term | | Weighted Avg. Grant Date Fair Value of 1 SAR | | | 2013 | | 1.9 | % | | 28.3 | % | | 1.6 | % | | 5.4 Years | | $ | 24.58 | | | 2012 | | 2.0 | % | | 29.4 | % | | 0.7 | % | | 5.5 Years | | $ | 18.13 | | | 2011 | | 2.6 | % | | 30.2 | % | | 1.1 | % | | 5.5 Years | | $ | 13.70 | |
|
Performance Shares Valuation [Table TextBlock] |
| | Stock Price on Measurement Date | | Dividend Yield | | Expected Volatility | | Risk Free Interest Rate | | Expected Term | | Weighted Avg. Grant Date Fair Value | | | 2013 | $ | 107.87 | | 1.9 | % | | 33.8 | % | | 0.6 | % | | 3 Years | | $ | 130.33 | | | 2012 | $ | 83.73 | | 2.0 | % | | 27.3 | % | | 0.4 | % | | 3 Years | | $ | 100.77 | | | 2011 | $ | 64.48 | | 2.4 | % | | 35.9 | % | | 0.4 | % | | 3 Years | | $ | 83.12 | |
|
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| | | Number of Shares | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value | | | Outstanding at December 31, 2012 | | 104 | | $ | 46.99 | | | | | | | | Exercised | | (53) | | | 46.05 | | | | | | | | Outstanding at December 31, 2013 | | 51 | | $ | 47.95 | | 0.9 years | | $ | 3,139 | | | Exercisable at December 31, 2013 | | 51 | | $ | 47.95 | | 0.9 years | | $ | 3,139 | |
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v2.4.0.8
Debt (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Debt Disclosure [Abstract] |
|
Schedule Of Debt [TableTextBlock] |
| | | Maturity | | 2013 | | 2012 | | | | Senior notes at 5.95%, net of unamortized discount | | 2018 | | $ | 299.0 | | $ | 298.7 | | | | Senior notes at 3.625%, net of unamortized discount | | 2022 | | | 298.2 | | | 298.0 | | | | | | | | $ | 597.2 | | $ | 596.7 | | |
| | 2013 | | | 2012 | | | | Interest rate: | | | | | | | | At year end | | 6.00 | % | | | N/A | % | | | Paid during the year (weighted average) | | 5.20 | % | | | 18.45 | % | |
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v2.4.0.8
Industry Segments and Geographic Area Information
|
12 Months Ended |
Dec. 31, 2013
|
Industry Segment And Geographic Data [Abstract] |
|
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Note 20 — Industry Segments and Geographic Area Information Nature of Operations Hubbell Incorporated was founded as a proprietorship in 1888, and was incorporated in Connecticut in 1905. Hubbell designs, manufactures and sells quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, China, Mexico, Italy, the UK, Brazil and Australia. Hubbell also participates in joint ventures in Taiwan and Hong Kong, and maintains offices in Singapore, China, India, Mexico, South Korea and countries in the Middle East. The Company's reporting segments consist of the Electrical segment (comprised of electrical systems products and lighting products), and the Power segment, as described below. The Electrical segment is comprised of businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, connector and grounding products, lighting fixtures and controls, and other electrical equipment. The products are typically used in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians, and telecommunications companies. In addition, certain businesses design and manufacture a variety of high voltage test and measurement equipment, industrial controls and communication systems used in the non-residential and industrial markets. Many of these products are designed such that they can also be used in harsh and hazardous locations where a potential for fire and explosion exists due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in the oil and gas (onshore and offshore) and mining industries. There are also a variety of lighting fixtures, wiring devices and electrical products that have residential and utility applications. These products are primarily sold through electrical and industrial distributors, home centers, some retail and hardware outlets, lighting showrooms and residential product oriented internet sites. Special application products are sold primarily through wholesale distributors to contractors, industrial customers and OEMs. High voltage products are also sold direct to customers through our sales engineers. The Power segment consists of operations that design and manufacture various distribution, transmission, substation and telecommunications products primarily used by the electrical utility industry. In addition, certain of these products are used in the civil construction and transportation industries. Products are sold to distributors and directly to users such as electric utilities, telecommunication companies, mining operations, industrial firms, construction and engineering firms. Financial Information Financial information by industry segment, product class and geographic area for the three years ended December 31, 2013, is summarized below (in millions). When reading the data the following items should be noted: • Net sales comprise sales to unaffiliated customers — inter-segment and inter-area sales are not significant. • Segment operating income consists of net sales less operating expenses, including total corporate expenses, which are generally allocated to each segment on the basis of the segment's percentage of consolidated net sales. Interest expense and investment income and other expense, net have not been allocated to segments as these items are centrally managed by the Company. • General corporate assets not allocated to segments are principally cash, prepaid pensions, investments and deferred taxes. These assets have not been allocated as they are centrally managed by the Company. Industry Segment Data | | | | | | | | | | | | 2013 | | 2012 | | 2011 | | | Net Sales: | | | | | | | | | | | Electrical | $ | 2,262.6 | | $ | 2,114.6 | | $ | 2,004.2 | | | Power | | 921.3 | | | 929.8 | | | 867.4 | | | TOTAL NET SALES | $ | 3,183.9 | | $ | 3,044.4 | | $ | 2,871.6 | | | Operating Income: | | | | | | | | | | | Electrical | $ | 341.1 | | $ | 303.7 | | $ | 282.0 | | | Power | | 166.5 | | | 168.1 | | | 141.8 | | | Operating income | | 507.6 | | | 471.8 | | | 423.8 | | | Loss on extinguishment of debt | | | | | | | | | | | Interest expense | | (30.8) | | | (30.8) | | | (30.9) | | | Investment income and other expense, net | | (3.0) | | | 0.8 | | | (3.1) | | | Income before income taxes | $ | 473.8 | | $ | 441.8 | | $ | 389.8 | | | Assets: | | | | | | | | | | | Electrical | $ | 1,813.8 | | $ | 1,659.2 | | $ | 1,558.2 | | | Power | | 707.0 | | | 710.4 | | | 659.8 | | | General Corporate | | 666.4 | | | 577.4 | | | 628.5 | | | TOTAL ASSETS | $ | 3,187.2 | | $ | 2,947.0 | | $ | 2,846.5 | | | Capital Expenditures: | | | | | | | | | | | Electrical | $ | 32.4 | | $ | 27.1 | | $ | 35.9 | | | Power | | 25.0 | | | 20.4 | | | 16.5 | | | General Corporate | | 1.4 | | | 1.6 | | | 3.0 | | | TOTAL CAPITAL EXPENDITURES | $ | 58.8 | | $ | 49.1 | | $ | 55.4 | | | Depreciation and Amortization: | | | | | | | | | | | Electrical | $ | 48.0 | | $ | 45.8 | | $ | 47.1 | | | Power | | 22.6 | | | 21.0 | | | 21.1 | | | TOTAL DEPRECIATION AND AMORTIZATION | $ | 70.6 | | $ | 66.8 | | $ | 68.2 | | | | | | | | | | | | | Product Class Data | | | | | | | | | | | | 2013 | | 2012 | | 2011 | | | Net Sales: | | | | | | | | | | | Electrical Systems | $ | 1,466.4 | | $ | 1,376.1 | | $ | 1,271.4 | | | Lighting | | 796.2 | | | 738.5 | | | 732.8 | | | Power | | 921.3 | | | 929.8 | | | 867.4 | | | TOTAL NET SALES | $ | 3,183.9 | | $ | 3,044.4 | | $ | 2,871.6 | |
Geographic Area Data | | | | | | | | | | | | 2013 | | 2012 | | 2011 | | | Net Sales: | | | | | | | | | | | United States | $ | 2,687.6 | | $ | 2,541.6 | | $ | 2,381.5 | | | International | | 496.3 | | | 502.8 | | | 490.1 | | | TOTAL NET SALES | $ | 3,183.9 | | $ | 3,044.4 | | $ | 2,871.6 | | | Operating Income: | | | | | | | | | | | United States | $ | 417.5 | | $ | 383.8 | | $ | 338.0 | | | International | | 90.1 | | | 88.0 | | | 85.8 | | | TOTAL OPERATING INCOME | $ | 507.6 | | $ | 471.8 | | $ | 423.8 | | | Long-lived Assets: | | | | | | | | | | | United States | $ | 1,341.4 | | $ | 1,225.4 | | $ | 1,185.4 | | | International | | 212.3 | | | 227.0 | | | 225.1 | | | TOTAL LONG-LIVED ASSETS | $ | 1,553.7 | | $ | 1,452.4 | | $ | 1,410.5 | |
On a geographic basis, the Company defines “international” as operations based outside of the United States and its possessions. As a percentage of total net sales, shipments from foreign operations directly to third parties were 16% in 2013 and 17% in 2012 and 2011, with the Canada, UK and Brazil operations representing approximately 30%, 24% and 12%, respectively, of 2013 total international net sales. Long-lived assets, excluding deferred tax assets, of international subsidiaries were 14% of the consolidated total in 2013, and 16% in both 2012 and 2011, with the UK, Canada and Mexico operations representing approximately 29%, 19%, and 18%, respectively, of the 2013 international total. Export sales from United States operations were $213.0 million in 2013, $243.9 million in 2012 and $210.2 million in 2011. |
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v2.4.0.8
Accumulated Other Comprehensive Loss
|
12 Months Ended |
Dec. 31, 2013
|
Accumulated Other Comprehensive Loss Disclosure [Abstract] |
|
Accumulated Other Comprehensive Loss Note [Text Block] |
Note 19 — Accumulated Other Comprehensive Loss A summary of the changes in Accumulated other comprehensive loss (net of tax) for the year ended December 31, 2013 is provided below (in millions): (debit) credit | | Cash flow hedge (loss) gain | | | Unrealized gain (loss) on available-for-sale securities | | | Pension and post retirement benefit plan adjustment | | | Cumulative translation adjustment | | | Total | Balance at December 31, 2012 | $ | (0.5) | | $ | 0.7 | | $ | (130.1) | | $ | 10.8 | | $ | (119.1) | | Other comprehensive income (loss) before | | | | | | | | | | | | | | | | | reclassifications | | 0.6 | | | (0.3) | | | 54.8 | | | (15.0) | | | 40.1 | | Amounts reclassified from accumulated | | | | | | | | | | | | | | | | | other comprehensive loss | | (0.3) | | | - | | | 8.3 | | | - | | | 8.0 | | Current period other comprehensive income (loss) | | 0.3 | | | (0.3) | | | 63.1 | | | (15.0) | | | 48.1 | Balance at December 31, 2013 | $ | (0.2) | | $ | 0.4 | | $ | (67.0) | | $ | (4.2) | | $ | (71.0) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
A summary of the gain (loss) reclassifications out of Accumulated other comprehensive loss for the year ended December 31, 2013 is provided below (in millions): Details about Accumulated Other Comprehensive Loss Components | | Year Ended December 31 | | Location of Gain (Loss) Reclassified into Income | Cash flow hedges gain (loss): | | | | | | Forward exchange contracts | $ | 0.4 | | Cost of goods sold | | | | 0.4 | | Total before tax | | | | (0.1) | | Tax (expense) benefit | | | $ | 0.3 | | Gain (loss) net of tax | | | | | | | Amortization of defined benefit pension and post retirement benefit items: | | | | | | Prior-service costs | $ | 0.8 | (a) | | Actuarial gains/(losses) | | (13.7) | (a) | | | | (12.9) | | Total before tax | | | | 4.6 | | Tax benefit (expense) | | | $ | (8.3) | | (Loss) gain net of tax | | | | | | | Losses reclassified into earnings | $ | (8.0) | | (Loss) gain net of tax | | | | | | | (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 10 - Retirement Benefits for additional details). |
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v2.4.0.8
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v2.4.0.8
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Income Tax Disclosure [Abstract] |
|
Schedule Of Income Before Income Tax Domestic And Foreign [TableTextBlock] |
| | | 2013 | | 2012 | | 2011 | | | Income before income taxes: | | | | | | | | | | | | United States | $ | 360.8 | | $ | 330.2 | | $ | 282.5 | | | | International | | 113.0 | | | 111.6 | | | 107.3 | | | | TOTAL INCOME BEFORE INCOME TAXES | $ | 473.8 | | $ | 441.8 | | $ | 389.8 | | | Provision for income taxes — current: | | | | | | | | | | | | Federal | $ | 94.6 | | $ | 66.4 | | $ | 61.7 | | | | State | | 15.1 | | | 12.8 | | | 9.7 | | | | International | | 21.0 | | | 33.0 | | | 29.4 | | | | Total provision-current | | 130.7 | | | 112.2 | | | 100.8 | | | Provision for income taxes — deferred: | | | | | | | | | | | | Federal | $ | 14.4 | | $ | 25.6 | | $ | 23.3 | | | | State | | 0.1 | | | 1.8 | | | (0.3) | | | | International | | (1.2) | | | 0.1 | | | (4.2) | | | | Total provision — deferred | | 13.3 | | | 27.5 | | | 18.8 | | | | TOTAL PROVISION FOR INCOME TAXES | $ | 144.0 | | $ | 139.7 | | $ | 119.6 | |
|
Schedule Of Components Of Income Tax Expense Benefit [TableTextBlock] |
| | | 2013 | | 2012 | | 2011 | | | Income before income taxes: | | | | | | | | | | | | United States | $ | 360.8 | | $ | 330.2 | | $ | 282.5 | | | | International | | 113.0 | | | 111.6 | | | 107.3 | | | | TOTAL INCOME BEFORE INCOME TAXES | $ | 473.8 | | $ | 441.8 | | $ | 389.8 | | | Provision for income taxes — current: | | | | | | | | | | | | Federal | $ | 94.6 | | $ | 66.4 | | $ | 61.7 | | | | State | | 15.1 | | | 12.8 | | | 9.7 | | | | International | | 21.0 | | | 33.0 | | | 29.4 | | | | Total provision-current | | 130.7 | | | 112.2 | | | 100.8 | | | Provision for income taxes — deferred: | | | | | | | | | | | | Federal | $ | 14.4 | | $ | 25.6 | | $ | 23.3 | | | | State | | 0.1 | | | 1.8 | | | (0.3) | | | | International | | (1.2) | | | 0.1 | | | (4.2) | | | | Total provision — deferred | | 13.3 | | | 27.5 | | | 18.8 | | | | TOTAL PROVISION FOR INCOME TAXES | $ | 144.0 | | $ | 139.7 | | $ | 119.6 | |
|
Schedule Of Deferred Tax Assets And Liabilities [TableTextBlock] |
| | | 2013 | | 2012 | | | Deferred tax assets: | | | | | | | | | Inventory | $ | 4.7 | | $ | 8.3 | | | | Income tax credits | | 31.3 | | | 34.4 | | | | Accrued liabilities | | 19.0 | | | 17.7 | | | | Pension | | 23.4 | | | 50.8 | | | | Postretirement and post employment benefits | | 11.0 | | | 11.6 | | | | Stock-based compensation | | 10.1 | | | 9.9 | | | | Net operating loss carryforwards | | 53.1 | | | 64.3 | | | | Miscellaneous other | | 3.4 | | | 4.5 | | | | Gross deferred tax assets | | 156.0 | | | 201.5 | | | | Valuation allowance | | (28.5) | | | (26.1) | | | | Total deferred tax assets, net of valuation allowance | $ | 127.5 | | $ | 175.4 | | | Deferred tax liabilities: | | | | | | | | | Acquisition basis difference | | (123.3) | | | (120.5) | | | | Property, plant, and equipment | | (40.4) | | | (37.4) | | | | Total deferred tax liabilities | $ | (163.7) | | $ | (157.9) | | | | Total Net Deferred Tax (Liability) Asset | $ | (36.2) | | $ | 17.5 | | | Deferred taxes are reflected in the Consolidated Balance Sheet as follows: | | | | | | | | | Current tax assets (included in Deferred taxes and other) | $ | 31.0 | | $ | 32.7 | | | | Non-current tax assets (included in Other long-term assets) | | 1.0 | | | 1.7 | | | | Current tax liabilities (included in Other accrued liabilities) | | (1.5) | | | - | | | | Non-current tax liabilities (included in Other Non-current liabilities) | | (66.7) | | | (16.9) | | | | Total Net Deferred Tax (Liability) Asset | $ | (36.2) | | $ | 17.5 | |
|
Summary Of Income Tax Examinations [TableTextBlock] |
| Jurisdiction | Open Years | | | United States | 2010-2013 | | | Canada | 2010-2013 | | | UK | 2009-2013 | |
|
Summary Of Income Tax Contingencies [TableTextBlock] |
| | 2013 | | 2012 | | 2011 | | | Unrecognized tax benefits at beginning of year | $ | 13.5 | | $ | 27.6 | | $ | 25.2 | | | Additions based on tax positions relating to the current year | | 2.2 | | | 1.8 | | | 2.7 | | | Reductions based on expiration of statute of limitations | | (1.5) | | | (9.6) | | | (1.3) | | | Additions to tax positions relating to previous years | | 2.1 | | | 0.8 | | | 1.2 | | | Settlements | | (1.5) | | | (7.1) | | | (0.2) | | | Total unrecognized tax benefits | $ | 14.8 | | $ | 13.5 | | $ | 27.6 | |
|
Schedule Of Effective Income Tax Rate Reconciliation [TableTextBlock] |
| | 2013 | | 2012 | | 2011 | | | Federal statutory income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % | | | State income taxes, net of federal benefit | 2.1 | | | 1.8 | | | 1.4 | | | | Foreign income taxes | (3.6) | | | (3.4) | | | (3.6) | | | | Other, net | (3.1) | | | (1.8) | | | (2.1) | | | | Consolidated effective income tax rate | 30.4 | % | | 31.6 | % | | 30.7 | % | |
|
X |
- Definition
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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v2.4.0.8
Guarantees
|
12 Months Ended |
Dec. 31, 2013
|
Standard Product Warranty Disclosure [Abstract] |
|
Product Warranty Disclosure [Text Block] |
Note 21 — Guarantees The Company accrues for costs associated with guarantees when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely costs to be incurred are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely, the minimum is accrued. The Company records a liability equal to the fair value of guarantees in the Consolidated Balance Sheet in accordance with the accounting guidance for guarantees. As of December 31, 2013, the fair value and maximum potential payment related to the Company's guarantees were not material. The Company offers product warranties which cover defects on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known or as historical experience indicates. Changes in the accrual for product warranties in 2013 are set forth below (in millions): | | Balance at December 31, 2012 | $ | 7.0 | | | | Provision | | 10.3 | | | | Expenditures/other | | (10.7) | | | | Balance at December 31, 2013 | $ | 6.6 | |
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The entire disclosure for standard and extended product warranties and other product guarantee contracts, including a tabular reconciliation of the changes in the guarantor's aggregate product warranty liability for the reporting period.
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v2.4.0.8
Quarterly Financial Data (unaudited)
|
12 Months Ended |
Dec. 31, 2013
|
Quarterly Financial Data Disclosure [Abstract] |
|
Quarterly Financial Data [Text Block] |
Note 22 — Quarterly Financial Data (Unaudited) The table below sets forth summarized quarterly financial data for the years ended December 31, 2013 and 2012 (in millions, except per share amounts): | | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | | | 2013 | | | | | | | | | | | | | | | Net Sales | $ | 740.1 | | $ | 801.3 | | $ | 835.9 | | $ | 806.6 | | | | Gross Profit | $ | 236.3 | | $ | 272.0 | | $ | 291.3 | | $ | 270.9 | | | | Net Income | $ | 66.8 | | $ | 83.0 | | $ | 97.2 | | $ | 82.8 | | | | Net Income attributable to Hubbell | $ | 65.9 | | $ | 82.1 | | $ | 96.5 | | $ | 82.0 | | | | Earnings Per Share — Basic | $ | 1.11 | | $ | 1.38 | | $ | 1.63 | | $ | 1.39 | | | | Earnings Per Share — Diluted | $ | 1.10 | | $ | 1.37 | | $ | 1.62 | | $ | 1.38 | | | | | | | | | | | | | | | | | | | 2012 | | | | | | | | | | | | | | | Net Sales | $ | 723.8 | | $ | 778.4 | | $ | 789.7 | | $ | 752.5 | | | | Gross Profit | $ | 234.1 | | $ | 259.8 | | $ | 268.5 | | $ | 249.8 | | | | Net Income | $ | 63.6 | | $ | 78.0 | | $ | 87.6 | | $ | 72.9 | | | | Net Income attributable to Hubbell | $ | 63.2 | | $ | 77.5 | | $ | 87.1 | | $ | 71.9 | | | | Earnings Per Share — Basic | $ | 1.06 | | $ | 1.31 | | $ | 1.47 | | $ | 1.21 | | | | Earnings Per Share — Diluted | $ | 1.05 | | $ | 1.29 | | $ | 1.45 | | $ | 1.20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
X |
- Definition
The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.
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v2.4.0.8
Consolidated Statement of Changes in Equity (USD $) In Millions, unless otherwise specified
|
Total
|
Class A Common Stock
|
Class B Common Stock
|
Additional Paid-In Capital Member
|
Retained Earnings Member
|
Accumulated Other Comprehensive Income (Loss) Member
|
Total Hubbell Shareholders Equity [Member]
|
Noncontrolling Interest [Member]
|
Equity, beginning of period at Dec. 31, 2010 |
|
$ 0.1 |
$ 0.5 |
$ 201.3 |
$ 1,338.6 |
$ (81.3) |
$ 1,459.2 |
$ 4.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
Net income |
270.2 |
|
|
|
267.9 |
|
267.9 |
2.3 |
Other Comprehensive Income Loss Net Of Tax |
(69.1) |
|
|
|
|
(69.1) |
(69.1) |
|
Stock-based compensation |
|
|
|
15.1 |
|
|
15.1 |
|
Exercise of stock options |
21.9 |
|
|
21.9 |
|
|
21.9 |
|
Income tax windfall (shortfall) from stock-based awards, net |
|
|
|
8.1 |
|
|
8.1 |
|
Acquisition and surrender of common shares |
|
|
|
(144.6) |
|
|
(144.6) |
|
Cash dividends declared |
|
|
|
|
(90.7) |
|
(90.7) |
|
Dividends to noncontrolling interest |
|
|
|
|
|
|
|
(0.9) |
Equity, end of period at Dec. 31, 2011 |
|
0.1 |
0.5 |
101.8 |
1,515.8 |
(150.4) |
1,467.8 |
5.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
Common Stock, par value |
0.6 |
0.1 |
0.5 |
|
|
|
|
|
Net income |
302.1 |
|
|
|
299.7 |
|
299.7 |
2.4 |
Other Comprehensive Income Loss Net Of Tax |
31.3 |
|
|
|
|
31.3 |
31.3 |
|
Stock-based compensation |
|
|
|
15.4 |
|
|
15.4 |
|
Exercise of stock options |
24.8 |
|
|
24.8 |
|
|
24.8 |
|
Income tax windfall (shortfall) from stock-based awards, net |
|
|
|
15.1 |
|
|
15.1 |
|
Acquisition and surrender of common shares |
|
|
|
(93.1) |
|
|
(93.1) |
|
Cash dividends declared |
|
|
|
|
(99.8) |
|
(99.8) |
|
Dividends to noncontrolling interest |
|
|
|
|
|
|
|
(1.4) |
Equity, end of period at Dec. 31, 2012 |
1,667.9 |
0.1 |
0.5 |
64.0 |
1,715.7 |
(119.1) |
1,661.2 |
6.7 |
Equity, beginning of period at Sep. 30, 2012 |
|
|
|
|
|
|
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
Common Stock, par value |
0.6 |
0.1 |
0.5 |
|
|
|
|
|
Net income |
72.9 |
|
|
|
|
|
|
|
Equity, end of period at Dec. 31, 2012 |
1,667.9 |
0.1 |
0.5 |
64.0 |
1,715.7 |
(119.1) |
1,661.2 |
6.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
Common Stock, par value |
0.6 |
0.1 |
0.5 |
|
|
|
|
|
Net income |
329.8 |
|
|
|
326.5 |
|
326.5 |
3.3 |
Other Comprehensive Income Loss Net Of Tax |
48.1 |
|
|
|
|
48.1 |
48.1 |
|
Stock-based compensation |
|
|
|
13.5 |
|
|
13.5 |
|
Exercise of stock options |
2.4 |
|
|
2.4 |
|
|
2.4 |
|
Income tax windfall (shortfall) from stock-based awards, net |
|
|
|
8.4 |
|
|
8.4 |
|
Acquisition and surrender of common shares |
|
|
|
(44.1) |
|
|
(44.1) |
|
Cash dividends declared |
|
|
|
|
(109.6) |
|
(109.6) |
|
Dividends to noncontrolling interest |
|
|
|
|
|
|
|
(1.6) |
Equity, end of period at Dec. 31, 2013 |
1,914.8 |
0.1 |
0.5 |
44.2 |
1,932.6 |
(71.0) |
1,906.4 |
8.4 |
Equity, beginning of period at Sep. 30, 2013 |
|
|
|
|
|
|
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
Common Stock, par value |
0.6 |
0.1 |
0.5 |
|
|
|
|
|
Net income |
82.8 |
|
|
|
|
|
|
|
Equity, end of period at Dec. 31, 2013 |
$ 1,914.8 |
$ 0.1 |
$ 0.5 |
|
|
|
|
|
X |
- Definition
Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital). Also includes the amount of adjustment to stockholders' equity associated with an employee's income tax withholding obligation as part of a net-share settlement of a share-based award.
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
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-Name Regulation S-X (SX)
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-Paragraph 29, 30, 31
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Valuation and Qualifying Accounts and Reserves
|
12 Months Ended |
Dec. 31, 2013
|
Valuation and Qualifying Accounts And Reserves [Abstract] |
|
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] |
Schedule II HUBBELL INCORPORATED AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013 Reserves deducted in the balance sheet from the assets to which they apply (in millions): | | Balance at Beginning of Year | | Additions / (Reversals) Charged to Costs and Expenses | | Deductions | | Balance at End of Year | | | Allowances for doubtful accounts receivable: | | | | | | | | | | | | | | Year 2011 | $ | 3.6 | | $ | 0.1 | | $ | (0.7) | | $ | 3.0 | | | Year 2012 | $ | 3.0 | | $ | 1.4 | | $ | (1.2) | | $ | 3.2 | | | Year 2013 | $ | 3.2 | | $ | (0.2) | | $ | (0.9) | | $ | 2.1 | | | Allowance for credit memos and returns: | | | | | | | | | | | | | | Year 2011 | $ | 18.6 | | $ | 155.0 | | $ | (153.2) | | $ | 20.4 | | | Year 2012 | $ | 20.4 | | $ | 168.1 | | $ | (168.0) | | $ | 20.5 | | | Year 2013 | $ | 20.5 | | $ | 181.7 | | $ | (173.2) | | $ | 29.0 | | | Valuation allowance on deferred tax assets: | | | | | | | | | | | | | | Year 2011 | $ | 18.0 | | $ | 1.7 | | $ | - | | $ | 19.7 | | | Year 2012 | $ | 19.7 | | $ | 6.4 | | $ | - | | $ | 26.1 | | | Year 2013 | $ | 26.1 | | $ | 2.6 | | $ | (0.2) | | $ | 28.5 | |
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v2.4.0.8
Stock-Based Compensation (Details) (USD $)
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Share Based Compensation Allocation And Classification In Financial Statements [Abstract] |
|
|
|
Award plan shares available for issuance |
0 |
|
|
Shares issued to non-employee directors |
12,474 |
13,980 |
12,568 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] |
|
|
|
Pre-tax stock-based compensation cost |
$ 14,300,000 |
$ 15,800,000 |
$ 15,100,000 |
Capitalized to inventory |
200,000 |
200,000 |
200,000 |
Income tax benefits |
8,300,000 |
17,600,000 |
7,100,000 |
Unrecognized compensation cost related to non-vested awards |
23,600,000 |
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] |
|
|
|
Options Exercises In Period Total Intrinsic Value |
2,900,000 |
16,500,000 |
12,000,000 |
Tax benefit on stock-based awards |
8,400,000 |
15,600,000 |
8,200,000 |
Proceeds from exercise of stock options |
2,400,000 |
24,800,000 |
21,900,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] |
|
|
|
Options Outstanding Beginning |
104,000 |
|
|
Exercised options |
53,000 |
|
|
Canceled |
0 |
|
|
Options Outstanding Ending |
51,000 |
104,000 |
|
Options Exercisable |
51,000 |
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term |
11 months |
|
|
Options Exercisable Intrinsic Value |
3,139,000 |
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term |
11 months |
|
|
Options Outstanding Intrinsic Value |
3,139,000 |
|
|
Options, Outstanding, Weighted Average Exercise Price |
$ 47.95 |
$ 46.99 |
|
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price |
$ 46.05 |
|
|
Options, Exercisable, Weighted Average Exercise Price |
$ 47.95 |
|
|
Restricted Stock Units RSU [Member]
|
|
|
|
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested [RollForward] |
|
|
|
Unvested Beginning |
208,000 |
|
|
Granted |
82,000 |
|
|
Vested |
(118,000) |
|
|
Forfeited |
(5,000) |
|
|
Unvested Ending |
167,000 |
208,000 |
|
Share Based Compensation Arrangement By Share Based Payment Award Fair Value [Abstract] |
|
|
|
Nonvested Weighted Average Grant Date FairValue |
$ 91.17 |
$ 73.63 |
|
Grants In Period Weighted Average Grant Date Fair Value |
$ 105.83 |
$ 82.18 |
$ 65.10 |
Vested In Period Weighted Average Grant Date FairValue |
$ 71.61 |
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value |
$ 65.50 |
|
|
Vested In Period Total Fair Value |
8,400,000 |
8,900,000 |
8,700,000 |
Stock Appreciation Rights SARS Total [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] |
|
|
|
SAR Outstanding Beginning |
1,633,000 |
|
|
Granted SAR |
247,000 |
|
|
Exercised SAR |
(341,000) |
|
|
Forfeited SAR |
(8,000) |
|
|
Canceled SAR |
0 |
|
|
SAR Outstanding Ending |
1,531,000 |
1,633,000 |
|
Exercisable |
960,000 |
|
|
Share Based Compensation Arrangement By Share Based Payment Award Fair Value [Abstract] |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term |
5 years 5 months |
5 years 6 months |
5 years 6 months |
Expected volatility |
28.30% |
29.40% |
30.20% |
Dividend Yield |
1.90% |
2.00% |
2.60% |
Risk Free Interest Rate |
1.60% |
0.70% |
1.10% |
Weighted Average Grant Date SAR Fair Value |
$ 24.58 |
$ 18.13 |
$ 13.70 |
SARS Outstanding Shares Weighted Average Exercise Price |
$ 69.68 |
$ 59.44 |
|
SARS Granted Shares Weighted Average Exercise Price |
$ 107.60 |
|
|
SARS Exercised Shares Weighted Average Exercise Price |
$ 47.97 |
|
|
SARS Forfeited Shares Weighted Average Exercise Price |
$ 72.59 |
|
|
SARS Canceled Shares Weighted Average Excercise Price |
$ 0 |
|
|
SARS Exercisable Shares Weighted Average Exercise Price |
$ 57.56 |
|
|
Outstanding Weighted Average Remaining Contractual Term |
7 years 5 months |
|
|
Exercisable Weighted Average Remaining Contractual Term |
6 years 4 months |
|
|
Outstanding Intrinsic Value |
60,017,000 |
|
|
Exercisable Intrinsic Value |
49,274,000 |
|
|
SARS Exercised Intrinsic Value |
16,400,000 |
32,500,000 |
12,000,000 |
Performance Shares Total [Member]
|
|
|
|
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested [RollForward] |
|
|
|
Granted |
30,730 |
38,656 |
39,456 |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value [Abstract] |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term |
3 years |
3 years |
3 years |
Expected volatility |
33.80% |
27.30% |
35.90% |
Dividend Yield |
1.90% |
2.00% |
2.40% |
Risk Free Interest Rate |
0.60% |
0.40% |
0.40% |
Performance Share Measurement Date Stock Price |
$ 107.87 |
$ 83.73 |
$ 64.48 |
Grants In Period Weighted Average Grant Date Fair Value |
$ 130.33 |
$ 100.77 |
$ 83.12 |
Performance based criteria plan payout range |
0%-200% |
|
|
Performance Share Payout At Target |
100.00% |
|
|
Performance Shares Dec 2010 Grant [Member]
|
|
|
|
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested [RollForward] |
|
|
|
Vested |
(58,754) |
|
|
Share Based Compensation Arrangement By Share Based Payment Award Fair Value [Abstract] |
|
|
|
Vested In Period Total Fair Value |
7,000,000 |
|
|
Market Based Criteria Actual Payout Percentage |
200.00% |
|
|
Cost of Sales [Member]
|
|
|
|
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] |
|
|
|
Pre-tax stock-based compensation cost |
900,000 |
700,000 |
700,000 |
Selling and administrative [Member]
|
|
|
|
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] |
|
|
|
Pre-tax stock-based compensation cost |
13,400,000 |
15,100,000 |
14,400,000 |
Performance Shares Total [Member]
|
|
|
|
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] |
|
|
|
Pre-tax stock-based compensation cost |
$ 2,500,000 |
$ 2,700,000 |
$ 2,100,000 |
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v2.4.0.8
Consolidated Statement of Income (USD $) In Millions, except Per Share data, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Consolidated Statement of Income [Abstract] |
|
|
|
Net Sales |
$ 3,183.9 |
$ 3,044.4 |
$ 2,871.6 |
Cost of good sold |
2,113.4 |
2,032.2 |
1,947.9 |
Gross Profit |
1,070.5 |
1,012.2 |
923.7 |
Selling & administrative expenses |
562.9 |
540.4 |
499.9 |
Operating income |
507.6 |
471.8 |
423.8 |
Interest Expense |
(30.8) |
(30.8) |
(30.9) |
Investment Income |
1.3 |
1.8 |
1.3 |
Other (expense) income, net |
(4.3) |
(1.0) |
(4.4) |
Total other expense, net |
(33.8) |
(30.0) |
(34.0) |
Income before income taxes |
473.8 |
441.8 |
389.8 |
Provision for income taxes |
144.0 |
139.7 |
119.6 |
Net income |
329.8 |
302.1 |
270.2 |
Less: Net income attributable to noncontrolling interest |
3.3 |
2.4 |
2.3 |
Net income attributable to Hubbell |
$ 326.5 |
$ 299.7 |
$ 267.9 |
Earnings Per Share Disclosure [Abstract] |
|
|
|
Basic |
$ 5.51 |
$ 5.05 |
$ 4.47 |
Diluted |
$ 5.47 |
$ 5.00 |
$ 4.42 |
X |
- Definition
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v2.4.0.8
Fair Value Measurement (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Fair Value Measurement Tables [Abstract] |
|
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] |
Asset (Liability) | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Markets for Similar Assets (Level 2) | | Total | December 31, 2013 | | | | | | | | | | Money market funds (a) | | $ | 482.2 | | $ | - | | $ | 482.2 | Available for sale investments | | | 38.6 | | | - | | | 38.6 | Trading securities | | | 7.3 | | | - | | | 7.3 | Deferred compensation plan liabilities | | | (7.3) | | | - | | | (7.3) | Derivatives: | | | | | | | | | | | Forward exchange contracts | | | - | | | 0.4 | | | 0.4 | | | | | $ | 520.8 | | $ | 0.4 | | $ | 521.2 | | | | | | | | | | | | | | | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Markets for Similar Assets (Level 2) | | Total | December 31, 2012 | | | | | | | | | | Money market funds (a) | | $ | 423.6 | | $ | - | | $ | 423.6 | Available for sale investments | | | 39.7 | | | - | | | 39.7 | Trading securities | | | 5.8 | | | - | | | 5.8 | Deferred compensation plan liabilities | | | (5.8) | | | - | | | (5.8) | Derivatives: | | | | | | | | | | | Forward exchange contracts | | | - | | | (0.2) | | | (0.2) | | | | | $ | 463.3 | | $ | (0.2) | | $ | 463.1 | | | | | | | | | | | | | | (a) Money market funds are included in Cash and cash equivalents in the Consolidated Balance Sheet. |
|
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] |
| | Asset/(Liability) Derivatives | | | | | | Fair Value | Derivatives designated as hedges | | Balance Sheet Location | | December 31, 2013 | | December 31, 2012 | Forward exchange contracts designated as cash flow hedges | | Other accrued liabilities | | $ | - | | $ | (0.2) | Forward exchange contracts designated as cash flow hedges | | Deferred taxes and other | | | 0.4 | | | - | | | | | $ | 0.4 | | $ | (0.2) |
| | Derivative Gain/(Loss) Recognized in Accumulated Other Comprehensive Loss, net of tax | | | | Gain/(Loss) Reclassified into Earnings (Effective Portion) | Derivative Instrument | | | 2013 | | | 2012 | | Location of Gain/(Loss) Reclassified into Income (Effective Portion) | | | 2013 | | | 2012 | Forward exchange contract | | $ | 0.6 | | $ | (0.5) | | Cost of goods sold | | $ | 0.4 | | $ | (0.1) |
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v2.4.0.8
Consolidated Balance Sheet (Parenthetical) (USD $)
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Class Of Stock [Line Items] |
|
|
Common Stock Par Value Per Share |
$ 0.01 |
$ 0.01 |
Class A Common Stock
|
|
|
Class Of Stock [Line Items] |
|
|
Common Stock Shares Authorized |
50,000,000 |
50,000,000 |
Common Stock Shares Outstanding |
7,167,506 |
7,167,506 |
Class B Common Stock
|
|
|
Class Of Stock [Line Items] |
|
|
Common Stock Shares Authorized |
150,000,000 |
150,000,000 |
Common Stock Shares Outstanding |
52,005,492 |
52,069,205 |
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v2.4.0.8
Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Gross property, plant, and equipment |
$ 1,004.9 |
$ 972.4 |
|
Less accumulated depreciation |
627.8 |
607.7 |
|
Property Plant And Equipment Net |
377.1 |
364.7 |
|
Depreciation |
45.3 |
44.1 |
45.8 |
Land
|
|
|
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Gross property, plant, and equipment |
44.4 |
43.2 |
|
Buildings and improvements
|
|
|
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Gross property, plant, and equipment |
243.6 |
234.8 |
|
Buildings and improvements | MaximumMember
|
|
|
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Property, Plant and Equipment, Useful Life |
40 years |
|
|
Buildings and improvements | MinimumMember
|
|
|
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Property, Plant and Equipment, Useful Life |
20 years |
|
|
Machinery, tools and equipment
|
|
|
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Gross property, plant, and equipment |
692.8 |
669.9 |
|
Machinery, tools and equipment | MaximumMember
|
|
|
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Property, Plant, and Equipment [Line Items] |
|
|
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Property, Plant and Equipment, Useful Life |
20 years |
|
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Machinery, tools and equipment | MinimumMember
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Property, Plant, and Equipment [Line Items] |
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Property, Plant and Equipment, Useful Life |
3 years |
|
|
Construction-in-progress
|
|
|
|
Property, Plant, and Equipment [Line Items] |
|
|
|
Gross property, plant, and equipment |
$ 24.1 |
$ 24.5 |
|
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v2.4.0.8
Retirement Benefits IV (Details) (Fair Value, Inputs, Level 3 [Member], USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Fair Value, Inputs, Level 3 [Member]
|
|
|
Assets Measured Using Unobservable Inputs Level 3 [Abstract] |
|
|
Fair Value Beginning |
$ 126.2 |
$ 117.8 |
Relating to assets still held at the reporting date |
9.0 |
9.2 |
Relating to assets sold during the period |
0.2 |
|
Purchases, sales and settlements, net |
(3.1) |
(0.8) |
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$ 132.3 |
$ 126.2 |
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Financial Instruments
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12 Months Ended |
Dec. 31, 2013
|
Financial Instruments [Abstract] |
|
Financial Instruments Disclosure [Text Block] |
Note 13 — Financial Instruments Concentrations of Credit Risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist of trade receivables, cash equivalents and investments. The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product lines, the Company has an extensive customer base including electrical distributors and wholesalers, electric utilities, equipment manufacturers, electrical contractors, telecommunication companies and retail and hardware outlets. No single customer accounted for more than 10% of total sales in any year during the three years ended December 31, 2013. However, the Company's top ten customers account for approximately one-third of its net sales. 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 cash and cash equivalents with financial institutions and limits the amount of exposure in any one institution. Fair Value: The carrying amounts reported in the Consolidated Balance Sheet for cash and cash equivalents, short-term investments, receivables, bank borrowings, accounts payable and accruals approximate their fair values given the immediate or short-term nature of these items. See also Note 6 — Investments and Note 14 – Fair Value Measurement. |
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v2.4.0.8
Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2013
|
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies Disclosure [Text Block] |
Note 15 — Commitments and Contingencies Legal and Environmental The Company is subject to various legal proceedings arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company's products, intellectual property, workers' compensation and environmental matters. The Company is self-insured up to specified limits for certain types of claims, including product liability and workers' compensation, and is fully self-insured for certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency that in management's judgment is probable of occurrence and can be reasonably estimated. We continually reassess the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each matter which includes consideration of outside legal counsel and, if applicable, other experts. The Company is currently involved in litigation with Powerweb Energy, Inc. as more fully described in Item 3 “Legal Proceedings” of this Annual Report on Form 10-K. The Company believes it has meritorious defenses against all claims and it will continue to vigorously defend itself in this matter. During 2013, the Company recorded an accrual equal to the low end of its estimated range of outcome. In addition, the Company does not believe the outcome will result in a material amount in excess of the existing accrual. Given the inherent uncertainty of litigation, however, the ultimate resolution of this matter remains unclear and could have a material adverse effect on the Company's financial position, liquidity, and results of operations. The Company is subject to environmental laws and regulations which may require that it investigate and remediate the effects of potential contamination associated with past and present operations as well as those acquired through business combinations. Environmental liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The Company continues to monitor these environmental matters and revalues its liabilities as necessary. Total environmental liabilities were $12.3 million and $12.5 million as of December 31, 2013 and 2012, respectively The Company accounts for conditional asset retirement and environmental obligations in accordance with the applicable accounting guidance. The accounting guidance defines “conditional asset retirement obligation” as a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Asset retirement obligations were not material as of December 31, 2013 and 2012. . Leases Total rental expense under operating leases was $23.2 million in 2013, $21.9 million in 2012 and $21.7 million in 2011. The minimum annual rentals on non-cancelable, long-term, operating leases in effect at December 31, 2013 are expected to approximate $15.5 million in 2014, $11.4 million in 2015, $8.6 million in 2016, $5.7 million in 2017, $4.4 million in 2018 and $17.0 million thereafter. The Company's leases primarily consist of operating leases for buildings or equipment. The terms for building leases typically range from 5-25 years with 5-10 year renewal periods. |
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Consolidated Statement of Cash Flows (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Consolidated Statement Of Cash Flows [Abstract] |
|
|
|
Net income |
$ 329.8 |
$ 302.1 |
$ 270.2 |
Adjustments to reconcile net income to net cash provided by operating activities:[Abstract] |
|
|
|
Depreciation and amortization |
70.6 |
66.8 |
68.2 |
Deferred income taxes |
13.3 |
27.5 |
18.8 |
Stock-based compensation |
14.3 |
15.8 |
15.1 |
Tax benefit on stock-based awards |
(8.4) |
(15.6) |
(8.2) |
Loss (Gain) on sale of assets |
0.2 |
0.4 |
(3.9) |
Changes in assets and liabilities:[Abstract] |
|
|
|
Increase in accounts receivable, net |
(30.9) |
(1.8) |
(51.6) |
Increase in inventories, net |
(25.9) |
(11.8) |
(16.4) |
Increase (Decrease) in current liabilities |
1.7 |
(31.7) |
46.5 |
Changes in other assets and liabilities, net |
15.8 |
20.7 |
22.8 |
Contribution to qualified defined benefit pension plans |
(3.2) |
(22.6) |
(22.7) |
Other, net |
4.5 |
(0.7) |
(3.8) |
Net cash provided by operating activities |
381.8 |
349.1 |
335.0 |
Cash Flows from Investing Activities [Abstract] |
|
|
|
Capital expenditures |
(58.8) |
(49.1) |
(55.4) |
Acquisition of businesses, net of cash acquired |
(96.5) |
(90.7) |
(29.6) |
ProceedsFromPreviousAcquisition |
0 |
6.8 |
0 |
Purchases of available-for-sale investments |
(11.1) |
(9.5) |
(23.8) |
Proceeds from available-for-sale investments |
10.5 |
19.4 |
9.4 |
Proceeds from disposition of assets |
3.4 |
4.8 |
9.6 |
Other, net |
1.4 |
2.2 |
3.3 |
Net cash used in investing activities |
(151.1) |
(116.1) |
(86.5) |
Cash Flows from Financing Activities [Abstract] |
|
|
|
Issuance of short-term debt |
0.4 |
0.2 |
1.4 |
Payment of short-term debt |
(0.1) |
(3.1) |
0 |
Debt issuance costs |
0 |
0 |
(1.1) |
Payment of dividends |
(109.5) |
(122.3) |
(90.1) |
Payment of dividends to noncontrolling interest |
(1.5) |
(1.3) |
(0.9) |
Acquisition of common shares |
(31.0) |
(75.6) |
(137.7) |
Proceeds from exercise of stock options |
2.4 |
24.8 |
21.9 |
Tax benefit on stock-based awards |
8.4 |
15.6 |
8.2 |
Net cash (used in) provided by financing activities |
(130.9) |
(161.7) |
(198.3) |
Effect of foreign currency exchange rate changes on cash and cash equivalents |
(4.1) |
4.1 |
(1.3) |
Increase in cash and cash equivalents |
95.7 |
75.4 |
48.9 |
Cash and cash equivalents [Abstract] |
|
|
|
Beginning of period |
645.0 |
569.6 |
520.7 |
End of period |
$ 740.7 |
$ 645.0 |
$ 569.6 |
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12 Months Ended |
Dec. 31, 2013
|
Other Accrued Liabilities [Abstract] |
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Other Accrued Liabilities [Text Block] |
Note 8 — Other Accrued Liabilities Other accrued liabilities consists of the following at December 31, (in millions): | | 2013 | | 2012 | | | Customer program incentives | $ | 39.1 | | $ | 34.7 | | | Accrued income taxes | | 11.8 | | | 14.1 | | | Deferred revenue | | 15.8 | | | 16.4 | | | Other | | 57.6 | | | 54.1 | | | Total | $ | 124.3 | | $ | 119.3 | |
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|
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Dec. 31, 2013
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Jun. 30, 2013
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Feb. 11, 2014
Class A Common Stock
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Feb. 11, 2014
Class B Common Stock
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Entity Central Index Key |
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Entity Current Reporting Status |
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Entity Voluntary Filers |
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Current Fiscal Year End Date |
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Entity Filer Category |
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v2.4.0.8
Other Non-Current Liabilities
|
12 Months Ended |
Dec. 31, 2013
|
Other Non-Current Liabilities [Abstract] |
|
Other Non-Current Liabilities [Text Block] |
Note 9 — Other Non-Current Liabilities Other non-current liabilities consists of the following at December 31, (in millions): | | 2013 | | 2012 | | | Pensions | $ | 78.9 | | $ | 154.3 | | | Other postretirement benefits | | 25.6 | | | 27.8 | | | Deferred tax liabilities | | 66.7 | | | 16.9 | | | Other | | 37.0 | | | 36.0 | | | Total | $ | 208.2 | | $ | 235.0 | |
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v2.4.0.8
Recievables and Allowances
|
12 Months Ended |
Dec. 31, 2013
|
Receivables and Allowances [Abstract] |
|
Receivables And Allowances Disclosure [Text Block] |
Note 3 — Receivables and Allowances Receivables consist of the following components at December 31, (in millions): | | 2013 | | 2012 | | | Trade accounts receivable | $ | 461.1 | | $ | 421.2 | | | Non-trade receivables | | 13.5 | | | 10.2 | | | Accounts receivable, gross | | 474.6 | | | 431.4 | | | Allowance for credit memos, returns, and cash discounts | | (31.6) | | | (23.0) | | | Allowance for doubtful accounts | | (2.1) | | | (3.2) | | | Total allowances | | (33.7) | | | (26.2) | | | Accounts receivable, net | $ | 440.9 | | $ | 405.2 | |
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.3,4)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
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-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 3, 4
-Article 5
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-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
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-Name Statement of Position (SOP)
-Number 01-6
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-Subparagraph d
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-Number 210
-Section 03
-Paragraph 7
-Article 9
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
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-Article 4
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v2.4.0.8
Business Acquisitions
|
12 Months Ended |
Dec. 31, 2013
|
Business Combinations [Abstract] |
|
Business Combination Disclosure [Text Block] |
Note 2— Business Acquisitions The Company periodically reviews acquisition targets that it believes will be a complementary strategic fit to its existing product portfolio. During 2013, the Company completed three acquisitions totaling $96.5 million, net of cash acquired which were added to the Electrical segment. During the third quarter of 2013, the Company purchased all of the membership interests of Carmen Matthew, LLC (d/b/a "Norlux"), which specializes in the design and manufacture of custom LED solutions. Norlux was purchased for $14.9 million and has been added to the Electrical segment, resulting in the recognition of intangible assets of $4.3 million and goodwill of $8.1 million. The $4.3 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 15 years. All of the goodwill associated with the Norlux acquisition is expected to be deductible for tax purposes. During the second quarter of 2013, the Company purchased all of the outstanding common stock of Connector Manufacturing Company and Canadian Connector Corporation, collectively referred to as "CMC", for $44.2 million, net of cash acquired. CMC manufactures and sells mechanical connectors and pole line hardware. This acquisition has been added to the Electrical segment and has resulted in the recognition of intangible assets of $6.0 million and goodwill of $22.2 million. The $6.0 million of intangible assets consists of tradenames and customer relationships that will be amortized over a weighted average period of approximately 19 years. None of the goodwill associated with the CMC acquisition is expected to be deductible for tax purposes. During the first quarter of 2013, the Company completed the acquisition of the majority of the net assets of Continental Industries, Inc. (“Continental”) for $37.4 million. Continental produces high quality exothermic welding and connector products. This acquisition has been added to the Electrical segment and has resulted in the recognition of intangible assets of $11.0 million and goodwill of $19.3 million. The $11.0 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 20 years. All of the goodwill associated with the Continental acquisition is expected to be deductible for tax purposes. All of these business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors built into the purchase price, including the future earnings and cash flow potential of the businesses as well as the complementary strategic fit and resulting synergies they bring to the Company's existing operations. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition related to these transactions: | Tangible assets acquired | $ | 37.4 | | | Intangible assets | | 21.3 | | | Goodwill | | 49.6 | | | Liabilities assumed | | (11.8) | | | Total cash consideration | $ | 96.5 | |
The Consolidated Financial Statements include the results of operations of the acquired businesses from their respective dates of acquisition. Net sales and earnings related to these acquisitions for the year ended December 31, 2013 were not significant to the consolidated results. Pro forma information related to these acquisitions has not been included because the impact to the Company's consolidated results of operations was not material. |
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-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
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-Appendix F
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-Number 141
-Paragraph 51, 52
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v2.4.0.8
Fair Value Measurement
|
12 Months Ended |
Dec. 31, 2013
|
Fair Value Measurement Disclosure [Abstract] |
|
Fair Value Financial Instruments Disclosures [Text Block] |
Note 14 — Fair Value Measurement Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions The following table shows, by level within the fair value hierarchy, the Company's financial assets and liabilities that are accounted for at fair value on a recurring basis at December 31, 2013 and 2012 (in millions): Asset (Liability) | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Markets for Similar Assets (Level 2) | | Total | December 31, 2013 | | | | | | | | | | Money market funds (a) | | $ | 482.2 | | $ | - | | $ | 482.2 | Available for sale investments | | | 38.6 | | | - | | | 38.6 | Trading securities | | | 7.3 | | | - | | | 7.3 | Deferred compensation plan liabilities | | | (7.3) | | | - | | | (7.3) | Derivatives: | | | | | | | | | | | Forward exchange contracts | | | - | | | 0.4 | | | 0.4 | | | | | $ | 520.8 | | $ | 0.4 | | $ | 521.2 | | | | | | | | | | | | | | | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Markets for Similar Assets (Level 2) | | Total | December 31, 2012 | | | | | | | | | | Money market funds (a) | | $ | 423.6 | | $ | - | | $ | 423.6 | Available for sale investments | | | 39.7 | | | - | | | 39.7 | Trading securities | | | 5.8 | | | - | | | 5.8 | Deferred compensation plan liabilities | | | (5.8) | | | - | | | (5.8) | Derivatives: | | | | | | | | | | | Forward exchange contracts | | | - | | | (0.2) | | | (0.2) | | | | | $ | 463.3 | | $ | (0.2) | | $ | 463.1 | | | | | | | | | | | | | | (a) Money market funds are included in Cash and cash equivalents in the Consolidated Balance Sheet. |
The methods and assumptions used to estimate the Level 2 fair values were as follows: Forward exchange contracts – The fair value of forward exchange contracts were based on quoted forward foreign exchange prices at the reporting date. During 2013 and 2012, there were no transfers of financial assets or liabilities in or out of Level 1 or Level 2 of the fair value hierarchy. At December 31, 2013 and December 31, 2012, the Company did not have any financial assets or liabilities that fell within the Level 3 hierarchy. Investments At December 31, 2013 and December 31, 2012, the Company had $38.6 million and $39.7 million, respectively, of municipal bonds classified as available-for-sale securities. The Company also had $7.3 million and $5.8 million of trading securities at December 31, 2013 and December 31, 2012, respectively. These investments are carried on the balance sheet at fair value. Unrealized gains and losses associated with available-for-sale securities are reflected in Accumulated other comprehensive loss, net of tax, while unrealized gains and losses associated with trading securities are reflected in the results of operations. Deferred compensation plan The Company offers certain employees the opportunity to participate in non-qualified deferred compensation plans. A participant's deferrals are invested in a variety of participant-directed debt and equity mutual funds that are classified as trading securities. During 2013 and 2012, the Company purchased $0.9 million and $1.3 million, respectively, of trading securities related to these deferred compensation plans. As result of participant distributions, the Company sold $0.2 million of these trading securities in 2013. There were no distributions or sales in 2012. The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of the underlying deferred compensation plan obligation. Derivatives In order to limit financial risk in the management of its assets, liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability or proposed transaction. Market value gains or losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying asset or liability are recognized in income. The fair values of derivative instruments in the Consolidated Balance Sheet are as follows (in millions): | | Asset/(Liability) Derivatives | | | | | | Fair Value | Derivatives designated as hedges | | Balance Sheet Location | | December 31, 2013 | | December 31, 2012 | Forward exchange contracts designated as cash flow hedges | | Other accrued liabilities | | $ | - | | $ | (0.2) | Forward exchange contracts designated as cash flow hedges | | Deferred taxes and other | | | 0.4 | | | - | | | | | $ | 0.4 | | $ | (0.2) |
Forward exchange contracts In 2013 and 2012, the Company entered into a series of forward exchange contracts to purchase U.S. dollars in order to hedge its exposure to fluctuating rates of exchange on anticipated inventory purchases by one of its Canadian subsidiaries. As of December 31, 2013, the Company had 18 individual forward exchange contracts for a notional $1.0 million each, which have various expiration dates through December 2014. These contracts have been designated as cash flow hedges in accordance with the accounting guidance for derivatives. Interest rate locks Prior to the issuance of long-term notes in 2010 and 2008, the Company entered into forward interest rate locks to hedge its exposure to fluctuations in treasury rates. The 2010 interest rate lock resulted in a $1.6 million loss while the 2008 interest rate lock resulted in a $1.2 million gain. These amounts were recorded in Accumulated other comprehensive loss, net of tax, and are being amortized over the life of the respective notes. The amortization associated with these interest rate locks is reclassified from Accumulated other comprehensive loss to Interest expense in the Consolidated Statement of Income. The amortization reclassification for the years ended December 31, 2013 and 2012 was not material. As of both December 31, 2013 and December 31, 2012 there was $0.4 million of net unamortized losses reflected in Accumulated other comprehensive loss. The following table summarizes the results of cash flow hedging relationships for years ended December 31, (in millions): | | Derivative Gain/(Loss) Recognized in Accumulated Other Comprehensive Loss, net of tax | | | | Gain/(Loss) Reclassified into Earnings (Effective Portion) | Derivative Instrument | | | 2013 | | | 2012 | | Location of Gain/(Loss) Reclassified into Income (Effective Portion) | | | 2013 | | | 2012 | Forward exchange contract | | $ | 0.6 | | $ | (0.5) | | Cost of goods sold | | $ | 0.4 | | $ | (0.1) |
There was no hedge ineffectiveness with respect to the forward exchange cash flow hedges during 2013, 2012 and 2011. Long-term Debt The total carrying value of long-term debt as of December 31, 2013 and 2012 was $597.2 million and $596.7 million, respectively, net of unamortized discount. As of December 31, 2013 and 2012, the estimated fair value of the long-term debt was $631.0 million and $682.7 million, respectively, based on quoted market prices. The Company's long-term debt falls within level 2 of the fair value hierarchy. |
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v2.4.0.8
Retirement Beneifts
|
12 Months Ended |
Dec. 31, 2013
|
Pension And Other Postretirement Benefit Disclosure [Abstract] |
|
Pension And Other Postretirement Benefits Disclosure [Text Block] |
Note 10 — Retirement Benefits The Company has funded and unfunded non-contributory U.S. and foreign defined benefit pension plans. Benefits under these plans are generally provided based on either years of service and final average pay or a specified dollar amount per year of service. The US defined benefit pension plan has been closed to new participants since 2004, while the Canadian and UK defined benefit pension plans have been closed to new entrants since 2006 and 2007, respectively. These US, Canadian and UK employees are eligible instead for defined contribution plans. The Company also has a number of health care and life insurance benefit plans covering eligible employees who reached retirement age while working for the Company. These benefits have been discontinued for substantially all future retirees. The Company anticipates future cost-sharing changes for its discontinued plans that are consistent with past practices. The Company uses a December 31 measurement date for all of its plans. There were no amendments made in 2013 or 2012 to the defined benefit pension plans which had a significant impact on the total pension benefit obligation. The following table sets forth the reconciliation of beginning and ending balances of the benefit obligations and the plan assets for the Company's defined benefit pension and other benefit plans at December 31, (in millions): | Pension Benefits | | Other Benefits | | 2013 | | 2012 | | 2013 | | 2012 | Change in benefit obligation | | | | | | | | | | | | Benefit obligation at beginning of year | $ | 879.5 | | $ | 832.4 | | $ | 30.4 | | $ | 33.7 | Service cost | | 16.7 | | | 16.0 | | | - | | | - | Interest cost | | 36.5 | | | 36.5 | | | 1.1 | | | 1.3 | Plan participants’ contributions | | 0.7 | | | 0.7 | | | - | | | - | Amendments | | 0.4 | | | - | | | - | | | - | Actuarial loss (gain) | | (69.2) | | | 24.2 | | | (1.4) | | | (2.4) | Currency impact | | 0.3 | | | 3.9 | | | - | | | - | Other | | (0.5) | | | (0.5) | | | (0.1) | | | 0.0 | Benefits paid | | (36.2) | | | (33.7) | | | (1.9) | | | (2.2) | Benefit obligation at end of year | $ | 828.2 | | $ | 879.5 | | $ | 28.1 | | $ | 30.4 | Change in plan assets | | | | | | | | | | | | Fair value of plan assets at beginning of year | $ | 726.3 | | $ | 647.6 | | $ | - | | $ | - | Actual return on plan assets | | 64.8 | | | 82.8 | | | - | | | - | Employer contributions | | 8.0 | | | 25.1 | | | - | | | - | Plan participants’ contributions | | 0.7 | | | 0.7 | | | - | | | - | Currency impact | | 0.4 | | | 3.8 | | | - | | | - | Benefits paid | | (36.2) | | | (33.7) | | | - | | | - | Fair value of plan assets at end of year | $ | 764.0 | | $ | 726.3 | | $ | - | | $ | - | FUNDED STATUS | $ | (64.2) | | $ | (153.2) | | $ | (28.1) | | $ | (30.4) | Amounts recognized in the consolidated balance sheet consist of: | | | | | | | | | | | | Prepaid pensions (included in Other long-term assets) | $ | 18.7 | | $ | 5.6 | | $ | - | | $ | - | Accrued benefit liability (short-term and long-term) | | (82.9) | | | (158.8) | | | (28.1) | | | (30.4) | Net amount recognized in the consolidated balance sheet | $ | (64.2) | | $ | (153.2) | | $ | (28.1) | | $ | (30.4) | Amounts recognized in Accumulated other comprehensive loss (income) consist of: | | | | | | | | | | | | Net actuarial loss | $ | 107.2 | | $ | 208.9 | | $ | (0.9) | | $ | 0.4 | Prior service cost (credit) | | 1.0 | | | 0.8 | | | (6.2) | | | (7.1) | Net amount recognized in Accumulated other comprehensive loss | $ | 108.2 | | $ | 209.7 | | $ | (7.1) | | $ | (6.7) |
The accumulated benefit obligation for all defined benefit pension plans was $771.9 million and $824.1 million at December 31, 2013 and 2012, respectively. Information with respect to plans with accumulated benefit obligations in excess of plan assets is as follows, (in millions): | | 2013 | | 2012 | | | Projected benefit obligation | $ | 77.2 | | $ | 765.9 | | | Accumulated benefit obligation | $ | 74.5 | | $ | 725.0 | | | Fair value of plan assets | $ | - | | $ | 607.1 | |
As of December 31, 2013, all of the Company's qualified defined benefit plans had assets in excess of the accumulated benefit obligation. As of December 31, 2012, half of these qualified defined benefit plans were underfunded on an accumulated benefit obligation basis. The following table sets forth the components of pension and other benefit costs for the years ended December 31, (in millions): | | Pension Benefits | | Other Benefits | | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | | | | | | | | | Components of net periodic benefit cost: | | | | | | | | | | | | | | | | | | Service cost | $ | 16.7 | | $ | 16.0 | | $ | 13.6 | | $ | - | | $ | - | | $ | - | Interest cost | | 36.5 | | | 36.5 | | | 38.1 | | | 1.1 | | | 1.3 | | | 1.6 | Expected return on plan assets | | (46.7) | | | (39.9) | | | (41.8) | | | - | | | - | | | - | Amortization of prior service cost/(credit) | | 0.2 | | | 0.2 | | | 0.2 | | | (1.0) | | | (1.0) | | | (1.0) | Amortization of actuarial losses | | 13.8 | | | 17.4 | | | 8.4 | | | (0.1) | | | - | | | - | Curtailment and settlement losses (gains) | | - | | | - | | | (0.1) | | | - | | | - | | | - | Net periodic benefit cost | $ | 20.5 | | $ | 30.2 | | $ | 18.4 | | $ | 0.0 | | $ | 0.3 | | $ | 0.6 | Changes recognized in other comprehensive loss (income), before tax: | | | | | | | | | | | | | | | | | | Current year net actuarial (gain)/loss | $ | (87.8) | | $ | (19.1) | | $ | 99.8 | | $ | (1.4) | | $ | (2.5) | | $ | 1.8 | Current year prior service (cost)/credit | | 0.4 | | | - | | | - | | | - | | | - | | | - | Amortization of prior service (cost)/credit | | (0.2) | | | (0.2) | | | (0.2) | | | 1.0 | | | 1.0 | | | 1.0 | Amortization of net actuarial loss | | (13.8) | | | (17.4) | | | (8.4) | | | 0.1 | | | - | | | - | Currency impact | | (0.1) | | | (0.2) | | | 0.1 | | | - | | | - | | | - | Other adjustments | | - | | | 0.3 | | | - | | | - | | | 0.3 | | | - | Total recognized in other comprehensive (income) loss | | (101.5) | | | (36.6) | | | 91.3 | | | (0.3) | | | (1.2) | | | 2.8 | Total recognized in net periodic pension cost and other comprehensive loss (income) | $ | (81.0) | | $ | (6.4) | | $ | 109.7 | | $ | (0.3) | | $ | (0.9) | | $ | 3.4 | Amortization expected to be recognized through income during 2014 | | | | | | | | | | | | | | | | | | Amortization of prior service cost/(credit) | $ | 0.2 | | | | | | | | $ | (1.0) | | | | | | | Amortization of net loss | | 3.5 | | | | | | | | | (0.1) | | | | | | | Total expected to be recognized through income during next fiscal year | $ | 3.7 | | | | | | | | $ | (1.1) | | | | | | |
The Company also maintains six defined contribution pension plans. The total cost of these plans was $11.2 million in 2013, $10.5 million in 2012 and $9.7 million in 2011, excluding the employer match for the 401(k) plan. This cost is not included in the above net periodic benefit cost for the defined benefit pension plans. As of December 31, 2012, the Company participated in four multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union represented employees. During 2013, the Company elected to withdraw from one of these multiemployer plans at a cost of $0.5 million. As of December 31, 2013, one of the three multiemployer defined benefit pension plans in which the Company participates is considered to be less than 65 percent funded. The Company's total contributions to these plans were $0.9 million in 2013 and $0.7 million in both 2012 and 2011. These contributions represent more than five percent of the total contributions made to each of these plans during the past three years. After assessing future required contributions and/or the potential liabilities associated with withdrawing from these plans, the Company has concluded that none of these plans are significant. Assumptions The following assumptions were used to determine the projected benefit obligations at the measurement date and the net periodic benefit cost for the year: | | | Pension Benefits | | Other Benefits | | | | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | | | | | | | | | | | | | Weighted-average assumptions used to determine benefit obligations at December 31, | | | | | | | | | | | | | | | | | | | | Discount rate | 5.04 | % | | 4.22 | % | | 4.42 | % | | 4.60 | % | | 4.20 | % | | 4.40 | % | | | Rate of compensation increase | 3.18 | % | | 3.11 | % | | 3.53 | % | | 3.00 | % | | 3.00 | % | | 3.50 | % | | | Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, | | | | | | | | | | | | | | | | | | | | Discount rate | 4.22 | % | | 4.42 | % | | 5.38 | % | | 4.20 | % | | 4.40 | % | | 5.40 | % | | | Expected return on plan assets | 6.70 | % | | 6.50 | % | | 7.00 | % | | N/A | | | N/A | | | N/A | | | | Rate of compensation increase | 3.11 | % | | 3.53 | % | | 3.56 | % | | 3.00 | % | | 3.50 | % | | 3.50 | % | |
At the end of each year, the Company determines the appropriate expected return on assets for each plan based upon its strategic asset allocation (see discussion below). In making this determination, the Company utilizes expected returns for each asset class based upon current market conditions and expected risk premiums for each asset class. The Company also determines the discount rate to be used to calculate the present value of pension plan liabilities at the end of each year. The discount rate for the Company's U.S. and Canadian pension plans is determined by matching the expected cash flows associated with its benefit obligations to a yield curve based on high quality, fixed income debt instruments with maturities that closely match the expected funding period of its pension liabilities. This yield curve is derived using a bond matching approach which incorporates a selection of bonds that align with the Company's projected benefit obligations. As of December 31, 2013, the Company used a discount rate of 5.1% for its U.S. pension plans compared to a discount rate of 4.2% used in 2012. For its Canadian pension plan, the Company used a discount rate of 4.75% compared to the 4.1% discount rate used in 2012. For its UK pension plan the discount rate was derived using a yield curve fitted to the yields on AA bonds in the Barclays Capital Sterling Aggregate Corporate Index and uses sample plan cash flow data as a proxy to plan specific liability cash flows. The derived discount rate is the single discount rate equivalent to discounting these liability cash flows at the term-dependent spot rate of AA corporate bonds. This methodology resulted in a December 31, 2013 discount rate for the UK pension plan of 4.6% as compared to a discount rate of 4.5% used in 2012. The rate of compensation increase assumption reflects the Company's actual experience and best estimate of future increases. The assumed health care cost trend rates used to determine the projected postretirement benefit obligation are as follows: | | | Other Benefits | | | | | 2013 | | 2012 | | 2011 | | | | | | | | | | | | Assumed health care cost trend rates at December 31, | | | | | | | | Health care cost trend assumed for next year | 8.5% | | 8.8% | | 9.0% | | | Rate to which the cost trend is assumed to decline | 5.0% | | 5.0% | | 5.0% | | | Year that the rate reaches the ultimate trend rate | 2028 | | 2028 | | 2028 | |
Assumed health care cost trend rates have an effect on the amounts reported for the postretirement benefit plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects (in millions): | | | One Percentage Point Increase | | One Percentage Point Decrease | | | | | | | | | | | | Effect on total of service and interest cost | $ | 0.1 | | $ | - | | | Effect on postretirement benefit obligation | $ | 1.3 | | $ | (1.3) | |
Plan Assets The Company's combined targeted and actual domestic and foreign pension plans weighted average asset allocation at December 31, 2013 and 2012 by asset category are as follows: | | | | Percentage of Plan Assets | | | | | Target | | Actual | | Asset Category | | | 2014 | | 2013 | | 2012 | | Equity securities | | | 28 | % | | 40 | % | | 40 | % | | Debt securities & Cash | | | 60 | % | | 43 | % | | 43 | % | | Alternative Investments | | | 12 | % | | 17 | % | | 17 | % | | Total | | | 100 | % | | 100 | % | | 100 | % |
At the end of each year, the Company estimates the expected long-term rate of return on pension plan assets based on the strategic asset allocation for its plans. In making this determination, the Company utilizes expected rates of return for each asset class based upon current market conditions and expected risk premiums for each asset class. The Company has written investment policies and asset allocation guidelines for its domestic and foreign pension plans. In establishing these policies, the Company has considered that its various pension plans are a major retirement vehicle for most plan participants and has acted to discharge its fiduciary responsibilities with regard to the plans solely in the interest of such participants and their beneficiaries. The goal underlying the establishment of the investment policies is to provide that pension assets shall be invested in a prudent manner and so that, together with the expected contributions to the plans, the funds will be sufficient to meet the obligations of the plans as they become due. To achieve this result, the Company conducts a periodic strategic asset allocation study to form a basis for the allocation of pension assets between various asset categories. Specific policy benchmark percentages are assigned to each asset category with minimum and maximum ranges established for each. The assets are then tactically managed within these ranges. Equity securities include investments in large-cap, mid-cap and small-cap companies located inside and outside the United States. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities and US Treasuries. Derivative investments include futures contracts used by the plan to adjust the level of its investments within an asset allocation category. All futures contracts are 100% supported by cash or cash equivalent investments. At no time may derivatives be utilized to leverage the asset portfolio. Equity securities include Company common stock in the amounts of $35.0 million (5.3% of total domestic plan assets) and $27.6 million (4.4% of total domestic plan assets) at December 31, 2013 and 2012, respectively. The fair value of the Company's pension plan assets at December 31, 2013 and 2012, by asset category are as follows (in millions): | | | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Market for Similar Asset (Level 2) | | Significant Unobservable Inputs (Level 3) | | | Cash and cash equivalents | | $ | 26.3 | | $ | 26.3 | | $ | - | | $ | - | | | Equity securities: | | | - | | | | | | | | | | | | | US Large-cap (a) | | | 82.0 | | | 82.0 | | | - | | | - | | | | US Mid-cap and Small-cap Growth (b) | | | 42.1 | | | 42.1 | | | - | | | - | | | | International Large-cap | | | 105.3 | | | 105.3 | | | - | | | - | | | | Emerging Markets | | | 40.4 | | | 40.4 | | | - | | | - | | | Fixed Income Securities: | | | - | | | | | | | | | | | | | US Treasuries | | | 66.8 | | | 66.8 | | | - | | | - | | | | Corporate Bonds (c) | | | 119.4 | | | 119.4 | | | - | | | - | | | | Asset Backed Securities and Other | | | 89.3 | | | 89.3 | | | - | | | - | | | Derivatives: | | | - | | | | | | | | | | | | | Equity/Debt Futures (d) | | | 60.1 | | | - | | | 60.1 | | | - | | | Alternative Investment Funds (e) | | | 132.3 | | | - | | | - | | | 132.3 | | | Balance at December 31, 2013 | | $ | 764.0 | | $ | 571.6 | | $ | 60.1 | | $ | 132.3 | | | | | | | | | | | | | | | | | | | Asset Category | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Quoted Prices in Active Market for Similar Asset (Level 2) | | Significant Unobservable Inputs (Level 3) | | | Cash and cash equivalents | | $ | 45.9 | | $ | 45.9 | | $ | - | | $ | - | | | Equity securities: | | | | | | | | | | | | | | | | US Large-cap (a) | | | 86.1 | | | 86.1 | | | - | | | - | | | | US Mid-cap and Small-cap Growth (b) | | | 31.7 | | | 31.7 | | | - | | | - | | | | International Large-cap | | | 46.0 | | | 46.0 | | | - | | | - | | | | Emerging Markets | | | 37.8 | | | 37.8 | | | - | | | - | | | Fixed Income Securities: | | | | | | | | | | | | | | | | US Treasuries | | | 52.9 | | | 52.9 | | | - | | | - | | | | Corporate Bonds (c) | | | 113.9 | | | 113.9 | | | - | | | - | | | | Asset Backed Securities and Other | | | 122.6 | | | 122.6 | | | - | | | - | | | Derivatives: | | | | | | | | | | | | | | | | Equity/Debt Futures (d) | | | 63.2 | | | - | | | 63.2 | | | - | | | Alternative Investment Funds (e) | | | 126.2 | | | - | | | - | | | 126.2 | | | Balance at December 31, 2012 | | $ | 726.3 | | $ | 536.9 | | $ | 63.2 | | $ | 126.2 | | | | | | | | | | | | | | | | | | | | (a) Includes an actively managed portfolio of large-cap US stocks | | | | (b) Includes $35.0 million and $27.6 million of the Company's common stock at December 31, 2013 and 2012, respectively, and an investment in actively managed mid-cap and small-cap US stocks | | | | (c) Includes primarily investment grade bonds of US issuers from diverse industries | | | | (d) Includes primarily large-cap US and foreign equity futures as well as short positions in US Treasuries to adjust the duration of the portfolio | | | | (e) Includes investments in hedge funds, including fund of fund products. | |
The fair value of the Company's alternative investment funds measured using significant unobservable inputs (Level 3) at December 31, 2013, are as follows (in millions): | | | | Alternative Investment Funds | | | Balance at December 31, 2011 | | $ | 117.8 | | | Actual return on plan assets: | | | | | | | Relating to assets still held at the reporting date | | | 9.2 | | | | Relating to assets sold during the period | | | - | | | Purchases, sales and settlements, net | | | (0.8) | | | Transfers in and/or out of Level 3 | | | - | | | Balance at December 31, 2012 | | $ | 126.2 | | | Actual return on plan assets: | | | | | | | Relating to assets still held at the reporting date | | | 9.0 | | | | Relating to assets sold during the period | | | 0.2 | | | Purchases, sales and settlements, net | | | (3.1) | | | Transfers in and/or out of Level 3 | | | - | | | Balance at December 31, 2013 | | $ | 132.3 | |
The alternative investments held by the Company's pension plans consist of fund of fund products. Funds of funds invest in a number of investment funds managed by a diversified group of third-party investment managers who employ a variety of alternative investment strategies, including relative value, security selection, distressed value, global macro, specialized credit and directional strategies. The objective of these funds is to achieve the desired capital appreciation with lower volatility than either traditional equity or fixed income securities. The alternative investments are valued using net asset values provided by the fund managers. The net asset values are determined based on the fair values of the underlying investments in the funds. The Company's other postretirement benefits are unfunded; therefore, no asset information is reported. Contributions Although not required under the Pension Protection Act of 2006, the Company may make a voluntary contribution to its qualified domestic defined benefit pension plans in 2014. The Company expects to contribute approximately $4.0 million to its foreign plans in 2014. Estimated Future Benefit Payments The following domestic and foreign benefit payments, which reflect future service, as appropriate, are expected to be paid as follows, (in millions): | | | Pension Benefits | | Other Benefits | | | | | | | | | | | | | | | | | | | | 2014 | $ | 37.5 | | $ | 2.4 | | | | | | | | 2015 | $ | 39.7 | | $ | 2.4 | | | | | | | | 2016 | $ | 42.4 | | $ | 2.3 | | | | | | | | 2017 | $ | 44.4 | | $ | 2.2 | | | | | | | | 2018 | $ | 47.1 | | $ | 2.2 | | | | | | | | 2019-2023 | $ | 267.7 | | $ | 9.5 | | | | | | |
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- Definition
The entire disclosure for pension and other postretirement benefits.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-Paragraph 264
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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v2.4.0.8
Investments
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12 Months Ended |
Dec. 31, 2013
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Investments Disclosure [Abstract] |
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Investments Disclosure [Text Block] |
Note 6 — Investments At December 31, 2013 and December 31, 2012, the Company had both available-for-sale and trading investments. The available-for-sale investments consisted entirely of municipal bonds while the trading investments were comprised primarily of debt and equity mutual funds. These investments are stated at fair market value based on current quotes. The following table sets forth selected data with respect to the Company's investments at December 31, (in millions): | 2013 | | 2012 | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Carrying Value | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Carrying Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Available-For-Sale Investments | $ | 38.0 | | $ | 0.6 | | $ | - | | $ | 38.6 | | $ | 38.6 | | $ | 38.5 | | $ | 1.2 | | $ | - | | $ | 39.7 | | $ | 39.7 | Trading Investments | | 5.4 | | | 1.9 | | | - | | | 7.3 | | | 7.3 | | | 4.7 | | | 1.1 | | | - | | | 5.8 | | | 5.8 | Total Investments | $ | 43.4 | | $ | 2.5 | | $ | - | | $ | 45.9 | | $ | 45.9 | | $ | 43.2 | | $ | 2.3 | | $ | - | | $ | 45.5 | | $ | 45.5 |
Contractual maturities of available-for-sale investments at December 31, 2013 were as follows (in millions): | | Amortized Cost | | Fair Value | | | Available-For-Sale Investments | | | | | | | | Due within 1 year | $ | 10.0 | | $ | 10.1 | | | After 1 year but within 5 years | | 18.4 | | | 18.9 | | | After 5 years but within 10 years | | 9.6 | | | 9.6 | | | Due after 10 years | | - | | | - | | | Total | $ | 38.0 | | $ | 38.6 | |
At December 31, 2013 and 2012, the total net of tax unrealized gains recorded relating to available-for-sale securities were $0.4 and $0.7 million, respectively. These net unrealized gains have been included in Accumulated other comprehensive loss, net of tax. Net unrealized gains relating to trading investments have been reflected in the results of operations. The cost basis used in computing the gain or loss on these securities was through specific identification. Gains and losses for both available-for-sale and trading securities were not material in 2013, 2012 and 2011. |
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v2.4.0.8
Inventories
|
12 Months Ended |
Dec. 31, 2013
|
Inventory Disclosure [Abstract] |
|
Inventory Disclosure [Text Block] |
Note 4 — Inventories Inventories are classified as follows at December 31, (in millions): | | 2013 | | 2012 | | | Raw material | $ | 122.3 | | $ | 118.4 | | | Work-in-process | | 87.2 | | | 81.8 | | | Finished goods | | 259.4 | | | 226.5 | | | | | 468.9 | | | 426.7 | | | Excess of FIFO over LIFO cost basis | | (83.2) | | | (85.0) | | | Inventories, net | $ | 385.7 | | $ | 341.7 | |
The Company did not record any significant LIFO liquidations in 2011 or 2010. |
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v2.4.0.8
Goodwill and Other Intangible Assets
|
12 Months Ended |
Dec. 31, 2013
|
Goodwill and Other Intangible Assets Disclosure [Abstract] |
|
Goodwill And Other Intangible Assets Disclosure [Text Block] |
Note 5 — Goodwill and Other Intangible Assets Changes in the carrying amounts of goodwill for the years ended December 31, 2013 and 2012, by segment, were as follows (in millions): | | Segment | | | | | | | Electrical | | Power | | Total | | | Balance December 31, 2011 | $ | 453.0 | | $ | 274.3 | | $ | 727.3 | | | Acquisitions | | 18.6 | | | 7.7 | | | 26.3 | | | Translation adjustments | | 3.0 | | | (1.1) | | | 1.9 | | | Balance December 31, 2012 | $ | 474.6 | | $ | 280.9 | | $ | 755.5 | | | Acquisitions | | 49.6 | | | - | | | 49.6 | | | Translation adjustments | | (3.3) | | | (1.4) | | | (4.7) | | | Balance December 31, 2013 | $ | 520.9 | | $ | 279.5 | | $ | 800.4 | | | | | | | | | | | | |
In 2013, the Company completed the acquisitions of Norlux, CMC and Continental within the Electrical segment for aggregate consideration of $96.5 million, net of cash received. These acquisitions have been accounted for as business combinations and have resulted in the recognition of $49.6 million of goodwill. See also Note 2 -Business Acquisitions. The Company has not recorded any goodwill impairments since the initial adoption of the accounting guidance in 2002. Identifiable intangible assets are recorded in Intangible assets and other in the Consolidated Balance Sheet. Identifiable intangible assets are comprised of the following (in millions): | | December 31, 2013 | | December 31, 2012 | | | | Gross Amount | | Accumulated Amortization | | Gross Amount | | Accumulated Amortization | | | Definite-lived: | | | | | | | | | | | | | | Patents, tradenames and trademarks | $ | 111.2 | | $ | (27.7) | | $ | 102.8 | | $ | (23.0) | | | Customer/agent relationships and other | | 222.2 | | | (75.0) | | | 212.7 | | | (60.8) | | | Total Definite-lived Intangibles | | 333.4 | | | (102.7) | | | 315.5 | | | (83.8) | | | Indefinite-lived: | | | | | | | | | | | | | | Tradenames and other | | 55.9 | | | - | | | 56.4 | | | - | | | Total Intangible Assets | $ | 389.3 | | $ | (102.7) | | $ | 371.9 | | $ | (83.8) | |
Amortization expense associated with these definite-lived intangible assets was $19.9 million, $18.1 million and $16.6 million in 2013, 2012 and 2011, respectively. Amortization expense associated with these intangible assets is expected to be $19.5 million in 2014, $17.6 million in 2015, $16.9 million in 2016, $15.7 million in 2017 and $14 million in 2018. |
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v2.4.0.8
Property,Plant and Equipment
|
12 Months Ended |
Dec. 31, 2013
|
Property, Plant and Equipment Disclosure [Abstract] |
|
Property, Plant and Equipment Disclosure [Text Block] |
Note 7 — Property, Plant, and Equipment Property, plant, and equipment, carried at cost, is summarized as follows at December 31, (in millions): | | 2013 | | 2012 | | | Land | $ | 44.4 | | $ | 43.2 | | | Buildings and improvements | | 243.6 | | | 234.8 | | | Machinery, tools, and equipment | | 692.8 | | | 669.9 | | | Construction-in-progress | | 24.1 | | | 24.5 | | | Gross property, plant, and equipment | | 1,004.9 | | | 972.4 | | | Less accumulated depreciation | | (627.8) | | | (607.7) | | | Net property, plant, and equipment | $ | 377.1 | | $ | 364.7 | |
Depreciable lives on buildings range between 20-40 years. Depreciable lives on machinery, tools, and equipment range between 3-20 years. The Company recorded depreciation expense of $45.3 million, $44.1 million and $45.8 million for 2013, 2012 and 2011, respectively. |
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Retirement Benefits III (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Pension Benefits And Other Benefits [Abstract] |
|
|
|
|
|
Defined benefit ABO |
$ 771.9 |
|
$ 824.1 |
|
|
Multiemployer Number Of Plans |
3 |
|
4 |
|
|
Multiemployer Plans, Funded Status |
Less than 65 percent |
|
|
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Multiemployer Plan, Period Contributions |
0.9 |
|
0.7 |
|
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Multiemployer Plans, Period Contributions, Significance of Contributions |
true |
|
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Multiemployer withdrawal obligation |
0.5 |
|
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|
|
Defined contribution plan cost |
11.2 |
|
10.5 |
|
9.7 |
Employer stock included in Plan Assets |
35.0 |
|
27.6 |
|
|
Employer stock as percentage of Plan Assets |
5.30% |
|
4.40% |
|
|
Expected contribution to foreign plan next year |
4.0 |
|
|
|
|
Fair Value, Inputs, Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
571.6 |
|
536.9 |
|
|
Cash and cash equivalents Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
26.3 |
|
45.9 |
|
|
US Large-cap Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
82.0 |
[1] |
86.1 |
[1] |
|
US Mid-cap and Small-cap Growth Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
42.1 |
[2] |
31.7 |
[2] |
|
International Large-cap Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
105.3 |
|
46.0 |
|
|
Emerging Markets Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
40.4 |
|
37.8 |
|
|
US Treasuries Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
66.8 |
|
52.9 |
|
|
Corporate Bonds Level 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
119.4 |
[3] |
113.9 |
[3] |
|
Asset Backed Securities and OtherLevel 1 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
89.3 |
|
122.6 |
|
|
Fair Value, Inputs, Level 2 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
60.1 |
|
63.2 |
|
|
Equity And Debt Futures Level 2 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
60.1 |
[4] |
63.2 |
[4] |
|
Fair Value, Inputs, Level 3 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
132.3 |
|
126.2 |
|
|
Alternative Investment Funds Level 3 [Member]
|
|
|
|
|
|
Pension Plan Assets Fair Value [Abstract] |
|
|
|
|
|
Fair Value Ending |
$ 132.3 |
[5] |
$ 126.2 |
[5] |
|
Equity securities [Member]
|
|
|
|
|
|
Defined Benefit Plan, Actual Plan Asset Allocations [Abstract] |
|
|
|
|
|
Defined Benefit Plan, Actual Plan Asset Allocations |
40.00% |
|
40.00% |
|
|
Defined Benefit Plan, Target Plan Asset Allocations |
28.00% |
|
|
|
|
Debt securities & Cash [Member]
|
|
|
|
|
|
Defined Benefit Plan, Actual Plan Asset Allocations [Abstract] |
|
|
|
|
|
Defined Benefit Plan, Actual Plan Asset Allocations |
43.00% |
|
43.00% |
|
|
Defined Benefit Plan, Target Plan Asset Allocations |
60.00% |
|
|
|
|
Alternative Investments [Member]
|
|
|
|
|
|
Defined Benefit Plan, Actual Plan Asset Allocations [Abstract] |
|
|
|
|
|
Defined Benefit Plan, Actual Plan Asset Allocations |
17.00% |
|
17.00% |
|
|
Defined Benefit Plan, Target Plan Asset Allocations |
12.00% |
|
|
|
|
|
|
X |
- Definition
The percentage of plan assets comprised of employer securities.
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v2.4.0.8
Debt (Details) In Millions, unless otherwise specified
|
12 Months Ended |
1 Months Ended |
12 Months Ended |
|
12 Months Ended |
|
12 Months Ended |
|
|
Dec. 31, 2013
USD ($)
|
Dec. 31, 2012
USD ($)
|
Dec. 31, 2011
USD ($)
|
May 31, 2008
Notes 2018 Term Interest Rate Lock [Member]
USD ($)
|
Nov. 30, 2010
Notes 2022 Term Interest Rate Lock [Member]
USD ($)
|
Dec. 31, 2013
Notes 2022 Term [Member]
USD ($)
|
Dec. 31, 2012
Notes 2022 Term [Member]
USD ($)
|
Dec. 31, 2013
Notes 2018 Term [Member]
USD ($)
|
Dec. 31, 2012
Notes 2018 Term [Member]
USD ($)
|
Dec. 31, 2013
Revolving Credit Agreement [Member]
USD ($)
|
Dec. 31, 2013
Other LOC [Member]
USD ($)
|
Dec. 31, 2013
Other LOC [Member]
CNY
|
Dec. 31, 2012
Other LOC [Member]
USD ($)
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at year end |
$ 0.3 |
$ 0 |
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Interest Rate [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
|
|
At year end |
6.00% |
|
|
|
|
|
|
|
|
|
|
|
|
Paid during year |
5.20% |
18.45% |
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
|
|
|
|
|
|
|
|
|
500.0 |
60.4 |
12.6 |
55.4 |
Line of Credit Facility, Expiration Date |
|
|
|
|
|
|
|
|
|
Mar. 31,
2018 |
|
|
|
Line of Credit Facility, Remaining Borrowing Capacity |
|
|
|
|
|
|
|
|
|
|
37.5 |
|
36.6 |
Long-term Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Face Amount |
|
|
|
|
|
300.0 |
300.0 |
300.0 |
300.0 |
|
|
|
|
Debt Instrument, Offering Date |
|
|
|
|
|
Nov. 15,
2010 |
|
May 31,
2008 |
|
|
|
|
|
Debt Instrument, Maturity Date |
|
|
|
|
|
Nov. 15,
2022 |
|
Jun.
01,
2018 |
|
|
|
|
|
Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
3.625% |
|
5.95% |
|
|
|
|
|
Long-Term Debt carrying value |
597.2 |
596.7 |
|
|
|
298.2 |
298.0 |
299.0 |
298.7 |
|
|
|
|
Interest Rate Locks [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) |
|
|
|
1.2 |
1.6 |
|
|
|
|
|
|
|
|
Interest And Fees Paid |
$ 29.7 |
$ 29.8 |
$ 29.3 |
|
|
|
|
|
|
|
|
|
|
X |
- Definition
Interest and fees paid on total indebtedness
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v2.4.0.8
Retirement Benefits II (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Defined Benefit Plans in Excess of Plan Assets [Abstract] |
|
|
|
Projected benefit obligation |
$ 77.2 |
$ 765.9 |
|
Accumulated benefit obligation |
74.5 |
725.0 |
|
Fair value of plan assets |
0 |
607.1 |
|
Assumed health care cost trend rates at December 31[Abstract] |
|
|
|
Health care cost trend assumed for next year |
8.50% |
8.80% |
9.00% |
Rate to which the cost trend is assumed to decline |
5.00% |
5.00% |
5.00% |
Year that the rate reaches the ultimate trend rate |
2028 |
2028 |
2028 |
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract] |
|
|
|
One Percentage Point Increase Effect on total of service and interest cost |
0.1 |
|
|
One Percentage Point Decrease Effect on total of service and interest cost |
0 |
|
|
One Percentage Point Increase Effect on postretirement benefit obligation |
1.3 |
|
|
One Percentage Point Decrease Effect on postretirement benefit obligation |
1.3 |
|
|
Pension Benefits [Member]
|
|
|
|
Change in Plan Assets [Rollfoward] |
|
|
|
Fair Value Beginning |
726.3 |
647.6 |
|
Defined Benefit Plan, Actual Return on Plan Assets |
64.8 |
82.8 |
|
Employer contributions |
8.0 |
25.1 |
|
Plan participants contributions plan assets |
0.7 |
0.7 |
|
Currency impact |
0.4 |
3.8 |
|
Benefits paid change in obligation |
(36.2) |
(33.7) |
|
Fair Value Ending |
764.0 |
726.3 |
647.6 |
Funded status |
(64.2) |
(153.2) |
|
Amounts recognized in the consolidated balance sheet consist of [Abstract] |
|
|
|
Prepaid pensions (included in Other Long-term assets) |
18.7 |
5.6 |
|
Accrued benefit liability (short-term and long-term) |
(82.9) |
(158.8) |
|
Net amount recognized in Balance Sheet |
(64.2) |
(153.2) |
|
Amounts recognized in Accumulated other comprehensive loss (income) consist of [Abstract] |
|
|
|
Net actuarial loss (gain) |
107.2 |
208.9 |
|
Prior service cost (credit) |
1.0 |
0.8 |
|
Net amount recognized in AOCI |
108.2 |
209.7 |
|
Components of net periodic benefit cost [Abstract] |
|
|
|
Service cost |
16.7 |
16.0 |
13.6 |
Interest cost |
36.5 |
36.5 |
38.1 |
Expected return on plan assets |
(46.7) |
(39.9) |
(41.8) |
Amortization of prior service cost/(credit) |
0.2 |
0.2 |
0.2 |
Amortization of actuarial losses/(gains) |
13.8 |
17.4 |
8.4 |
Curtailment and settlement losses (gains) |
0 |
0 |
(0.1) |
Net periodic benefit cost |
20.5 |
30.2 |
18.4 |
Changes recognized in other comprehensive loss (income), before tax, (in millions) [Abstract] |
|
|
|
Current year net actuarial (gain)/loss |
(87.8) |
(19.1) |
99.8 |
Current year prior service (cost)/credit |
0.4 |
0 |
0 |
Amortization of prior service (cost)/credit |
(0.2) |
(0.2) |
(0.2) |
Amortization of net actuarial loss |
(13.8) |
(17.4) |
(8.4) |
Currency Impact Recog In O C I |
(0.1) |
(0.2) |
0.1 |
Other adjustments |
0 |
0.3 |
0 |
Total recognized in accumulated other comprehensive (income) loss |
(101.5) |
(36.6) |
91.3 |
Total recognized in net periodic pension cost and other comprehensive loss (income) |
(81.0) |
(6.4) |
109.7 |
Amortization expected to be recognized through income during next year [Abstract] |
|
|
|
Amortization of prior service cost/(credit) |
0.2 |
|
|
Amortization of net loss |
3.5 |
|
|
Total expected to be recognized through income during next fiscal year |
3.7 |
|
|
Weighted-average assumptions used to determine benefit obligations at December 31[Abstract] |
|
|
|
Discount rate |
5.04% |
4.22% |
4.42% |
Rate of compensation increase |
3.18% |
3.11% |
3.53% |
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31[Abstract] |
|
|
|
Discount rate |
4.22% |
4.42% |
5.38% |
Expected return on plan assets |
6.70% |
6.50% |
7.00% |
Rate of compensation increase |
3.11% |
3.53% |
3.56% |
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] |
|
|
|
Year One |
37.5 |
|
|
Year Two |
39.7 |
|
|
Year Three |
42.4 |
|
|
Year Four |
44.4 |
|
|
Year Five |
47.1 |
|
|
Thereafter Year Five |
267.7 |
|
|
UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember
|
|
|
|
Weighted-average assumptions used to determine benefit obligations at December 31[Abstract] |
|
|
|
Discount rate |
5.10% |
4.20% |
|
Canadian Pension Plan [Member]
|
|
|
|
Weighted-average assumptions used to determine benefit obligations at December 31[Abstract] |
|
|
|
Discount rate |
4.75% |
4.10% |
|
UK Pension Plan [Member]
|
|
|
|
Weighted-average assumptions used to determine benefit obligations at December 31[Abstract] |
|
|
|
Discount rate |
4.60% |
4.50% |
|
Other Benefits [Member]
|
|
|
|
Change in Plan Assets [Rollfoward] |
|
|
|
Benefits paid change in obligation |
(1.9) |
(2.2) |
|
Funded status |
(28.1) |
(30.4) |
|
Amounts recognized in the consolidated balance sheet consist of [Abstract] |
|
|
|
Accrued benefit liability (short-term and long-term) |
(28.1) |
(30.4) |
|
Net amount recognized in Balance Sheet |
(28.1) |
(30.4) |
|
Amounts recognized in Accumulated other comprehensive loss (income) consist of [Abstract] |
|
|
|
Net actuarial loss (gain) |
(0.9) |
0.4 |
|
Prior service cost (credit) |
(6.2) |
(7.1) |
|
Net amount recognized in AOCI |
(7.1) |
(6.7) |
|
Components of net periodic benefit cost [Abstract] |
|
|
|
Service cost |
0 |
0 |
0 |
Interest cost |
1.1 |
1.3 |
1.6 |
Expected return on plan assets |
0 |
0 |
0 |
Amortization of prior service cost/(credit) |
(1.0) |
(1.0) |
(1.0) |
Amortization of actuarial losses/(gains) |
(0.1) |
0 |
0 |
Curtailment and settlement losses (gains) |
0 |
0 |
0 |
Net periodic benefit cost |
0 |
0.3 |
0.6 |
Changes recognized in other comprehensive loss (income), before tax, (in millions) [Abstract] |
|
|
|
Current year net actuarial (gain)/loss |
(1.4) |
(2.5) |
1.8 |
Current year prior service (cost)/credit |
0 |
0 |
0 |
Amortization of prior service (cost)/credit |
1.0 |
1.0 |
1.0 |
Amortization of net actuarial loss |
0.1 |
0 |
0 |
Currency Impact Recog In O C I |
0 |
0 |
0 |
Other adjustments |
0 |
0.3 |
0 |
Total recognized in accumulated other comprehensive (income) loss |
(0.3) |
(1.2) |
2.8 |
Total recognized in net periodic pension cost and other comprehensive loss (income) |
(0.3) |
(0.9) |
3.4 |
Amortization expected to be recognized through income during next year [Abstract] |
|
|
|
Amortization of prior service cost/(credit) |
(1.0) |
|
|
Amortization of net loss |
(0.1) |
|
|
Total expected to be recognized through income during next fiscal year |
(1.1) |
|
|
Weighted-average assumptions used to determine benefit obligations at December 31[Abstract] |
|
|
|
Discount rate |
4.60% |
4.20% |
4.40% |
Rate of compensation increase |
3.00% |
3.00% |
3.50% |
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31[Abstract] |
|
|
|
Discount rate |
4.20% |
4.40% |
5.40% |
Rate of compensation increase |
3.00% |
3.50% |
3.50% |
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] |
|
|
|
Year One |
2.4 |
|
|
Year Two |
2.4 |
|
|
Year Three |
2.3 |
|
|
Year Four |
2.2 |
|
|
Year Five |
2.2 |
|
|
Thereafter Year Five |
$ 9.5 |
|
|
X |
- Definition
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-Number 132R
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-Subparagraph i
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F
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-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
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v2.4.0.8
Quarterly Financial Data (unaudited) (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Quarterly Financial Data Disclosure [Abstract] |
|
Schedule of Quarterly Financial Data [Table Text Block] |
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | | | 2013 | | | | | | | | | | | | | | | Net Sales | $ | 740.1 | | $ | 801.3 | | $ | 835.9 | | $ | 806.6 | | | | Gross Profit | $ | 236.3 | | $ | 272.0 | | $ | 291.3 | | $ | 270.9 | | | | Net Income | $ | 66.8 | | $ | 83.0 | | $ | 97.2 | | $ | 82.8 | | | | Net Income attributable to Hubbell | $ | 65.9 | | $ | 82.1 | | $ | 96.5 | | $ | 82.0 | | | | Earnings Per Share — Basic | $ | 1.11 | | $ | 1.38 | | $ | 1.63 | | $ | 1.39 | | | | Earnings Per Share — Diluted | $ | 1.10 | | $ | 1.37 | | $ | 1.62 | | $ | 1.38 | | | | | | | | | | | | | | | | | | | 2012 | | | | | | | | | | | | | | | Net Sales | $ | 723.8 | | $ | 778.4 | | $ | 789.7 | | $ | 752.5 | | | | Gross Profit | $ | 234.1 | | $ | 259.8 | | $ | 268.5 | | $ | 249.8 | | | | Net Income | $ | 63.6 | | $ | 78.0 | | $ | 87.6 | | $ | 72.9 | | | | Net Income attributable to Hubbell | $ | 63.2 | | $ | 77.5 | | $ | 87.1 | | $ | 71.9 | | | | Earnings Per Share — Basic | $ | 1.06 | | $ | 1.31 | | $ | 1.47 | | $ | 1.21 | | | | Earnings Per Share — Diluted | $ | 1.05 | | $ | 1.29 | | $ | 1.45 | | $ | 1.20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
X |
- Definition
Tabular disclosure of the quarterly financial data in the annual financial statements. The disclosure includes financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)-(j)
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v2.4.0.8
Income Taxes
|
12 Months Ended |
Dec. 31, 2013
|
Income Tax Disclosure [Abstract] |
|
Income Tax Disclosure [Text Block] |
Note 12 — 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 millions): | | | 2013 | | 2012 | | 2011 | | | Income before income taxes: | | | | | | | | | | | | United States | $ | 360.8 | | $ | 330.2 | | $ | 282.5 | | | | International | | 113.0 | | | 111.6 | | | 107.3 | | | | TOTAL INCOME BEFORE INCOME TAXES | $ | 473.8 | | $ | 441.8 | | $ | 389.8 | | | Provision for income taxes — current: | | | | | | | | | | | | Federal | $ | 94.6 | | $ | 66.4 | | $ | 61.7 | | | | State | | 15.1 | | | 12.8 | | | 9.7 | | | | International | | 21.0 | | | 33.0 | | | 29.4 | | | | Total provision-current | | 130.7 | | | 112.2 | | | 100.8 | | | Provision for income taxes — deferred: | | | | | | | | | | | | Federal | $ | 14.4 | | $ | 25.6 | | $ | 23.3 | | | | State | | 0.1 | | | 1.8 | | | (0.3) | | | | International | | (1.2) | | | 0.1 | | | (4.2) | | | | Total provision — deferred | | 13.3 | | | 27.5 | | | 18.8 | | | | TOTAL PROVISION FOR INCOME TAXES | $ | 144.0 | | $ | 139.7 | | $ | 119.6 | |
Deferred tax assets and liabilities result from differences in the basis of assets and liabilities for tax and financial statement purposes. The components of the deferred tax assets/(liabilities) at December 31, were as follows (in millions): | | | 2013 | | 2012 | | | Deferred tax assets: | | | | | | | | | Inventory | $ | 4.7 | | $ | 8.3 | | | | Income tax credits | | 31.3 | | | 34.4 | | | | Accrued liabilities | | 19.0 | | | 17.7 | | | | Pension | | 23.4 | | | 50.8 | | | | Postretirement and post employment benefits | | 11.0 | | | 11.6 | | | | Stock-based compensation | | 10.1 | | | 9.9 | | | | Net operating loss carryforwards | | 53.1 | | | 64.3 | | | | Miscellaneous other | | 3.4 | | | 4.5 | | | | Gross deferred tax assets | | 156.0 | | | 201.5 | | | | Valuation allowance | | (28.5) | | | (26.1) | | | | Total deferred tax assets, net of valuation allowance | $ | 127.5 | | $ | 175.4 | | | Deferred tax liabilities: | | | | | | | | | Acquisition basis difference | | (123.3) | | | (120.5) | | | | Property, plant, and equipment | | (40.4) | | | (37.4) | | | | Total deferred tax liabilities | $ | (163.7) | | $ | (157.9) | | | | Total Net Deferred Tax (Liability) Asset | $ | (36.2) | | $ | 17.5 | | | Deferred taxes are reflected in the Consolidated Balance Sheet as follows: | | | | | | | | | Current tax assets (included in Deferred taxes and other) | $ | 31.0 | | $ | 32.7 | | | | Non-current tax assets (included in Other long-term assets) | | 1.0 | | | 1.7 | | | | Current tax liabilities (included in Other accrued liabilities) | | (1.5) | | | - | | | | Non-current tax liabilities (included in Other Non-current liabilities) | | (66.7) | | | (16.9) | | | | Total Net Deferred Tax (Liability) Asset | $ | (36.2) | | $ | 17.5 | |
As of December 31, 2013, the Company had a total of $31.3 million of Federal, State (net of Federal benefit) and foreign (fully valued) tax credit carryforwards, available to offset future income taxes. As of December 31, 2013, $8.0 million of the tax credits may be carried forward indefinitely while the remaining $23.3 million will begin to expire at various times in 2014 through 2029. As of December 31, 2013, the Company had recorded tax benefits totaling $53.1 million for Federal, State and foreign net operating loss carryforwards (“NOLs”). As of December 31, 2013, $14.7 million of NOLs may be carried forward indefinitely while the remaining $38.4 million will begin to expire at various times in 2016 through 2031. The tax benefit related to a portion of these NOLs has been adjusted to reflect an “ownership change” pursuant to Internal Revenue Code Section 382, which imposes an annual limitation on the utilization of pre-acquisition operating losses. The Company has recorded a net valuation allowance of $28.5 million for the portion of the foreign tax and state tax credit carryforwards and foreign NOLs that the Company anticipates will expire prior to utilization. The increase in the valuation allowance primarily relates to current year losses which have resulted in additional NOLs in foreign jurisdictions. The income tax credits and NOL carryforwards at December 31, 2012 have been revised to reflect the deferred balances and corresponding valuation allowances that had previously been reported net, resulting in no change to the net deferred tax assets at December 31, 2012. At December 31, 2013, income and withholding taxes have not been provided on approximately $650 million of undistributed international earnings that are permanently reinvested in international operations. If such earnings were not indefinitely reinvested, a tax liability of approximately $140 million would be recognized. Cash payments of income taxes were $127.2 million, $113.2 million and $80.1 million in 2013, 2012, and 2011, respectively. The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax authorities routinely audit the Company's tax returns. These audits can involve complex issues which may require an extended period of time to resolve. The IRS is currently conducting an audit of the Company's 2010 and 2011 federal income tax returns. We expect to conclude the 2010 and 2011 audit within the next twelve months. With few exceptions, the Company is no longer subject to state, local, or non-U.S. income tax examinations by tax authorities for years prior to 2006. The following tax years, by major jurisdiction, are still subject to examination by taxing authorities: | Jurisdiction | Open Years | | | United States | 2010-2013 | | | Canada | 2010-2013 | | | UK | 2009-2013 | |
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): | | 2013 | | 2012 | | 2011 | | | Unrecognized tax benefits at beginning of year | $ | 13.5 | | $ | 27.6 | | $ | 25.2 | | | Additions based on tax positions relating to the current year | | 2.2 | | | 1.8 | | | 2.7 | | | Reductions based on expiration of statute of limitations | | (1.5) | | | (9.6) | | | (1.3) | | | Additions to tax positions relating to previous years | | 2.1 | | | 0.8 | | | 1.2 | | | Settlements | | (1.5) | | | (7.1) | | | (0.2) | | | Total unrecognized tax benefits | $ | 14.8 | | $ | 13.5 | | $ | 27.6 | |
Included in the balance at December 31, 2013 are $10.0 million of tax positions which, if in the future are determined to be recognizable, would affect the annual effective income tax rate. Additionally, there are $1.3 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the applicable taxing authority to an earlier period. It is reasonably possible that in the next twelve months, because of changes in facts and circumstances, the unrecognized tax benefits may decrease. The Company estimates that the possible decrease is up to $3.0 million. The Company has classified the amount of unrecognized tax positions that are expected to settle within the next twelve months as a current liability. The Company's policy is to record interest and penalties associated with the underpayment of income taxes within Provision for income taxes in the Consolidated Statement of Income. The Company recognized expense (benefit), before federal tax impact, related to interest and penalties of approximately $(0.2) million in 2013, $(0.5) million in 2012 and $0.4 million 2011. The Company had $1.2 million and $1.4 million accrued for the payment of interest and penalties as of December 31, 2013 and December 31, 2012, respectively. The consolidated effective income tax rate varied from the United States federal statutory income tax rate for the years ended December 31, as follows: | | 2013 | | 2012 | | 2011 | | | Federal statutory income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % | | | State income taxes, net of federal benefit | 2.1 | | | 1.8 | | | 1.4 | | | | Foreign income taxes | (3.6) | | | (3.4) | | | (3.6) | | | | Other, net | (3.1) | | | (1.8) | | | (2.1) | | | | Consolidated effective income tax rate | 30.4 | % | | 31.6 | % | | 30.7 | % | |
On January 2, 2013 the American Taxpayers Relief Act of 2012 (2012 Tax Act) was enacted. The benefits related the 2012 Tax Act are not reflected in the 2012 effective income tax rate calculation above, as they were recorded in the first quarter of 2013, the period of enactment. |
X |
- Definition
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319
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-Section S99
-Paragraph 1
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-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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v2.4.0.8
Stock-Based Compensation
|
12 Months Ended |
Dec. 31, 2013
|
Stock-Based Compensation [Abstract] |
|
Stock-Based Compensation [Text Block] |
Note 17 — Stock-Based Compensation As of December 31, 2013, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award's vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The Company's long-term incentive program for awarding stock-based compensation uses a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company's Class B Common Stock pursuant to the Award Plan. Under the Award Plan, the Company may authorize up to 6.9 million shares of Class B Common Stock in settlement of restricted stock, performance shares, SARs or any-post 2004 grants of stock options. The Company issues new shares for settlement of any stock-based awards. In 2013, the Company granted stock-based awards using a combination of restricted stock, SARs and performance shares. In 2013, 2012 and 2011, the Company recorded $14.3 million, $15.8 million and $15.1 million of stock-based compensation costs, respectively. Of the total 2013 expense, $13.4 million was recorded to S&A expense and $0.9 million was recorded to Cost of goods sold. In 2012 and 2011, $15.1 million and $14.4 million, respectively, was recorded to S&A expense and $0.7 million in both 2012 and 2011, respectively, was recorded to Cost of goods sold. Stock-based compensation costs capitalized to inventory was $0.2 million in 2013, 2012 and 2011. The Company recorded income tax benefits of approximately $8.3 million, $17.6 million and $7.1 million in 2013, 2012 and 2011, respectively, related to stock-based compensation. At December 31, 2013, these benefits are recorded as either a deferred tax asset in Deferred taxes and other or in Other accrued liabilities in the Consolidated Balance Sheet. As of December 31, 2013, there was $23.6 million, pretax, of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized through 2016. Each of the compensation arrangements is discussed below. Restricted Stock Stock Issued to Employees The Company issues both service-based restricted stock awards as well as performance-based restricted stock awards. Service-based restricted stock awards are expensed on a straight-line basis over the requisite service period while performance-based restricted stock awards are expensed on a graded basis over the requisite service period and are contingent upon meeting certain performance conditions. Restricted stock granted is not transferable and is subject to forfeiture in the event of the recipient's termination of employment prior to vesting. The restricted stock generally vests in one-third increments annually for three years on each anniversary of the date of grant. Restricted stock awards are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities in computing earnings per share. The restricted stock fair values are measured using the average between the high and low trading prices of the Company's Class B Common Stock on the most recent trading day immediately preceding the grant date (“measurement date”). Stock Issued to Non-employee Directors In 2013, 2012 and 2011, each non-employee director received a grant of Class B Common Stock. These grants were made on the date of the annual meeting of shareholders and vested or will vest at the following year's annual meeting of shareholders, upon a change of control or termination of service by reason of death. These shares will be subject to forfeiture if the director's service terminates prior to the date of the next regularly scheduled annual meeting of shareholders to be held in the following calendar year. During the years 2013, 2012 and 2011, the Company issued to non-employee directors 12,474 shares, 13,980 shares, and 12,568 shares, respectively. Activity related to both employee and non-employee restricted stock for the year ended December 31, 2013 is as follows (in thousands, except per share amounts): | | Shares | | Weighted Average Grant Date Fair Value/Share | | | Restricted stock at December 31, 2012 | 208 | | $ | 73.63 | | | Shares granted | 82 | | | 105.83 | | | Shares vested | (118) | | | 71.61 | | | Shares forfeited | (5) | | | 65.50 | | | Restricted stock at December 31, 2013 | 167 | | $ | 91.17 | |
The weighted average fair value per share of restricted stock granted during the years 2013, 2012 and 2011 was $105.83, $82.18 and $65.10, respectively. The total fair value of restricted stock vested during the years 2013, 2012 and 2011 was $8.4 million, $8.9 million and $8.7 million, respectively. Stock Appreciation Rights SARs granted entitle the recipient to the difference between the fair market value of the Company's Class B Common Stock on the date of exercise and the grant price as determined using the average between the high and the low trading prices of the Company's Class B Common Stock on the measurement date. This amount is payable in shares of the Company's Class B Common Stock. SARs vest and become exercisable in three equal installments during the first three years following their grant date and expire ten years from the grant date Activity related to SARs for the year ended December 31, 2013 is as follows (in thousands, except per share amounts): | | | Number of Rights | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value | | | Outstanding at December 31, 2012 | | 1,633 | | $ | 59.44 | | | | | | | | Granted | | 247 | | | 107.60 | | | | | | | | Exercised | | (341) | | | 47.97 | | | | | | | | Forfeited | | (8) | | | 72.59 | | | | | | | | Outstanding at December 31, 2013 | | 1,531 | | $ | 69.68 | | 7.4 years | | $ | 60,017 | | | Exercisable at December 31, 2013 | | 960 | | $ | 57.56 | | 6.3 years | | $ | 49,274 | |
The aggregated intrinsic value of SARs exercised during 2013, 2012 and 2011 was $16.4 million, $32.5 million and $12.0 million, respectively. The fair value of each SAR award was measured using the Black-Scholes option pricing model. The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during the years 2013, 2012 and 2011. | | | Expected Dividend Yield | | Expected Volatility | | Risk Free Interest Rate | | Expected Term | | Weighted Avg. Grant Date Fair Value of 1 SAR | | | 2013 | | 1.9 | % | | 28.3 | % | | 1.6 | % | | 5.4 Years | | $ | 24.58 | | | 2012 | | 2.0 | % | | 29.4 | % | | 0.7 | % | | 5.5 Years | | $ | 18.13 | | | 2011 | | 2.6 | % | | 30.2 | % | | 1.1 | % | | 5.5 Years | | $ | 13.70 | |
The expected dividend yield was calculated by dividing the Company's expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company's stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of stock options and SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award. Performance Shares Performance shares represent the right to receive a share of the Company's Class B Common Stock after a three year period subject to the achievement of certain performance criteria established by the Company's Compensation Committee. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. In December 2013, 2012 and 2011, the Company granted 30,730; 38,656 and 39,456 performance shares, respectively. The grants' performance conditions are subject to the achievement of certain market-based criteria. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted. In February 2014, the Company paid out 58,754 shares related to its December 2010 performance award grant. The performance period associated with this award was from January 1, 2011 through December 31, 2013 and was based upon the Company's total return to shareholders (“TSR”) compared to the TSR generated by the other companies that comprise the S&P Mid-Cap 400 Index. The February 2014 payout was based upon achieving 200% of the market-based criteria. The fair value of the December 2010 performance awards at vesting was $7.0 million. The fair value of the market-based criteria for the fiscal year 2013, 2012 and 2011 performance share awards was determined based upon a lattice model. The following table summarizes the related assumptions used to determine the fair values of the performance shares with respect to the market-based criteria. Expected volatilities are based on historical volatilities of the Company's stock over a three year period. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award. | | Stock Price on Measurement Date | | Dividend Yield | | Expected Volatility | | Risk Free Interest Rate | | Expected Term | | Weighted Avg. Grant Date Fair Value | | | 2013 | $ | 107.87 | | 1.9 | % | | 33.8 | % | | 0.6 | % | | 3 Years | | $ | 130.33 | | | 2012 | $ | 83.73 | | 2.0 | % | | 27.3 | % | | 0.4 | % | | 3 Years | | $ | 100.77 | | | 2011 | $ | 64.48 | | 2.4 | % | | 35.9 | % | | 0.4 | % | | 3 Years | | $ | 83.12 | |
Total stock-based compensation expense recorded related to performance share awards was $2.5 million, $2.7 million and $2.1 million in 2013, 2012 and 2011, respectively. There has been no stock based compensation recorded related to the 2013 performance award as the service inception date for this particular award begins on January 1, 2013. Stock Option Awards Prior to 2005, the Company granted options to officers and other key employees to purchase the Company's Class B Common Stock. All options granted had an exercise price equal to the average between the high and low trading prices of the Company's Class B Common Stock on the measurement date. These option awards expire ten years after grant date. Exercises of existing stock option grants are expected to be settled in the Company's Class B Common Stock as authorized in the Option Plan. The last stock options granted by the Company were in 2004. Stock option activity for the year ended December 31, 2013 is set forth below (in thousands, except per share amounts): | | | Number of Shares | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value | | | Outstanding at December 31, 2012 | | 104 | | $ | 46.99 | | | | | | | | Exercised | | (53) | | | 46.05 | | | | | | | | Outstanding at December 31, 2013 | | 51 | | $ | 47.95 | | 0.9 years | | $ | 3,139 | | | Exercisable at December 31, 2013 | | 51 | | $ | 47.95 | | 0.9 years | | $ | 3,139 | |
The aggregate intrinsic value of stock options exercised during 2013, 2012 and 2011 was $2.9 million, $16.5 million and $12.0 million, respectively. Cash received from option exercises was $2.4 million, $24.8 million and $21.9 million for 2013, 2012 and 2011, respectively. The Company recorded realized tax benefits from equity-based awards of $8.4 million, $15.6 million, and $8.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. These realized tax benefits have been reflected in Cash Flows From Financing Activities. |
X |
- Definition
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901
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-Name Accounting Standards Codification
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-Paragraph 2
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-Name Statement of Financial Accounting Standard (FAS)
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-Paragraph 64, 65, A240
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-Paragraph 1
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-Name Statement of Position (SOP)
-Number 93-6
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v2.4.0.8
Accumulated Other Comprehensive Loss (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Accumulated Other Comprehensive Loss Table [Abstract] |
|
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] |
(debit) credit | | Cash flow hedge (loss) gain | | | Unrealized gain (loss) on available-for-sale securities | | | Pension and post retirement benefit plan adjustment | | | Cumulative translation adjustment | | | Total | Balance at December 31, 2012 | $ | (0.5) | | $ | 0.7 | | $ | (130.1) | | $ | 10.8 | | $ | (119.1) | | Other comprehensive income (loss) before | | | | | | | | | | | | | | | | | reclassifications | | 0.6 | | | (0.3) | | | 54.8 | | | (15.0) | | | 40.1 | | Amounts reclassified from accumulated | | | | | | | | | | | | | | | | | other comprehensive loss | | (0.3) | | | - | | | 8.3 | | | - | | | 8.0 | | Current period other comprehensive income (loss) | | 0.3 | | | (0.3) | | | 63.1 | | | (15.0) | | | 48.1 | Balance at December 31, 2013 | $ | (0.2) | | $ | 0.4 | | $ | (67.0) | | $ | (4.2) | | $ | (71.0) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Reclassification Out Of Accumulated Other Comprehensive Income [Table Text Block] |
Details about Accumulated Other Comprehensive Loss Components | | Year Ended December 31 | | Location of Gain (Loss) Reclassified into Income | Cash flow hedges gain (loss): | | | | | | Forward exchange contracts | $ | 0.4 | | Cost of goods sold | | | | 0.4 | | Total before tax | | | | (0.1) | | Tax (expense) benefit | | | $ | 0.3 | | Gain (loss) net of tax | | | | | | | Amortization of defined benefit pension and post retirement benefit items: | | | | | | Prior-service costs | $ | 0.8 | (a) | | Actuarial gains/(losses) | | (13.7) | (a) | | | | (12.9) | | Total before tax | | | | 4.6 | | Tax benefit (expense) | | | $ | (8.3) | | (Loss) gain net of tax | | | | | | | Losses reclassified into earnings | $ | (8.0) | | (Loss) gain net of tax | | | | | | | (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 10 - Retirement Benefits for additional details). |
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v2.4.0.8
Other Non-Current Liabilities (Table)
|
12 Months Ended |
Dec. 31, 2013
|
Other Non-Current Liabilities [Abstract] |
|
Other Non-Current Liabilities [Text Block] |
Note 9 — Other Non-Current Liabilities Other non-current liabilities consists of the following at December 31, (in millions): | | 2013 | | 2012 | | | Pensions | $ | 78.9 | | $ | 154.3 | | | Other postretirement benefits | | 25.6 | | | 27.8 | | | Deferred tax liabilities | | 66.7 | | | 16.9 | | | Other | | 37.0 | | | 36.0 | | | Total | $ | 208.2 | | $ | 235.0 | |
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v2.4.0.8
Consolidated Balance Sheet (USD $) In Millions, unless otherwise specified
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Current Assets [Abstract] |
|
|
Cash and cash equivalents |
$ 740.7 |
$ 645.0 |
Short-term investments |
10.1 |
8.8 |
Accounts receivable, net |
440.9 |
405.2 |
Inventories, net |
385.7 |
341.7 |
Deferred Taxes and Other |
55.0 |
55.5 |
Total current assets |
1,632.4 |
1,456.2 |
Property, Plant, and Equipment, net |
377.1 |
364.7 |
Other Assets [Abstract] |
|
|
Investments |
35.8 |
36.7 |
Goodwill |
800.4 |
755.5 |
Intangible assets, net |
286.6 |
288.1 |
Other long-term assets |
54.9 |
45.8 |
Total Assets |
3,187.2 |
2,947.0 |
Current Liabilities [Abstract] |
|
|
Short-term debt |
0.3 |
0 |
Accounts payable |
225.9 |
213.1 |
Accrued salaries, wages and employee benefits |
74.7 |
75.4 |
Accrued insurance |
41.8 |
39.6 |
Other accrued liabilities |
124.3 |
119.3 |
Total current liabilities |
467.0 |
447.4 |
Long-Term Debt |
597.2 |
596.7 |
Other |
208.2 |
235.0 |
Total Liabilities |
1,272.4 |
1,279.1 |
Class Of Stock [Line Items] |
|
|
Common Stock, par value |
0.6 |
0.6 |
Additional paid-in capital |
44.2 |
64.0 |
Retained Earnings |
1,932.6 |
1,715.7 |
Accumulated Other Comprehensive Income (Loss), Net of Tax |
(71.0) |
(119.1) |
Hubbell Shareholders' Equity |
1,906.4 |
1,661.2 |
Noncontrolling interest |
8.4 |
6.7 |
Total Equity |
1,914.8 |
1,667.9 |
Total Liabilities and Equity |
3,187.2 |
2,947.0 |
Class A Common Stock
|
|
|
Class Of Stock [Line Items] |
|
|
Common Stock, par value |
0.1 |
0.1 |
Total Equity |
0.1 |
0.1 |
Class B Common Stock
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|
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0.5 |
0.5 |
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v2.4.0.8
Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2013
|
Significant Accounting Policies [Abstract] |
|
Basis of Presentation And Accounting Pronouncement [Text Block] |
Note 1 — Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Reclassifications Certain reclassifications have been made in prior year financial statements and notes to conform to the current year presentation. Principles of Consolidation The Consolidated Financial Statements include all wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company participates in two joint ventures, one of which is accounted for using the equity method, the other has been consolidated in accordance with the consolidation accounting guidance. An analysis is performed to determine which reporting entity, if any, has a controlling financial interest in a variable interest entity (“VIE”) with a primarily qualitative analysis. The qualitative analysis is based on identifying the party that has both the power to direct the activities that most significantly impact the VIE's economic performance (the “power criterion”) and the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE (the “losses/benefit criterion”). The party that meets both these criteria is deemed to have a controlling financial interest. The party with the controlling financial interest is considered to be the primary beneficiary and as a result is required to consolidate the VIE. The Company has a 50% interest in a joint venture in Hong Kong, established as Hubbell Asia Limited (“HAL”). The principal objective of HAL is to manage the operations of its wholly-owned manufacturing company in China. Under the accounting guidance, the Company is the primary beneficiary of HAL and as a result consolidates HAL. This determination is based on the fact that HAL's sole business purpose is to manufacture product exclusively for the Company (the power criterion) and the Company is financially responsible for ensuring HAL maintains a fixed operating margin (the losses/benefit criterion). The consolidation of HAL is not material to the Company's consolidated financial statements. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements. Actual results could differ from the estimates that are used. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. The majority of the Company's revenue is recognized at the time of shipment. The Company recognizes less than one percent of total annual consolidated net revenue from post shipment obligations and service contracts, primarily within the Electrical segment. Revenue is recognized under these contracts when the service is completed and all conditions of sale have been met. In addition, within the Electrical segment, certain businesses sell large and complex equipment which requires construction and assembly and occasionally has long lead times. It is customary in these businesses to require a portion of the selling price to be paid in advance of construction. These payments are treated as deferred revenue and are classified in Other accrued liabilities in the Consolidated Balance Sheet. Once the equipment is shipped to the customer and meets the revenue recognition criteria, the deferred revenue is recognized in the Consolidated Statement of Income. Further, certain of our businesses account for sales discounts and allowances based on sales volumes, specific programs and customer deductions, as is customary in the electrical products industry. These items primarily relate to sales volume incentives, special pricing allowances, and returned goods. Sales volume incentives represent rebates with specific sales volume targets for specific customers. Certain distributors qualify for price rebates by subsequently reselling the Company's products into select channels of end users. Following a distributor's sale of an eligible product, the distributor submits a claim for a price rebate. Customers also have a right to return goods under certain circumstances which are reasonably estimable by affected businesses. Customer returns have historically ranged from 1%-3% of gross sales. These arrangements require us to estimate at the time of sale the amounts that should not be recorded as revenue as these amounts are not expected to be collected from customers. The Company principally relies on historical experience, specific customer agreements and anticipated future trends to estimate these amounts at the time of shipment. Shipping and Handling Fees and Costs The Company records shipping and handling costs as part of Cost of goods sold in the Consolidated Statement of Income. Any amounts billed to customers for reimbursement of shipping and handling are included in Net sales in the Consolidated Statement of Income. 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 exchange rates 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 Accumulated other comprehensive loss within Hubbell shareholders' equity. Gains and losses from foreign currency transactions are included in results of operations. Cash and Cash Equivalents The carrying value of cash equivalents approximates fair value. Cash equivalents consist of highly liquid investments with original maturities of three months or less. Investments Investments in debt and equity securities are classified by individual security as available-for-sale, held-to-maturity or trading investments. Our available-for-sale investments, consisting of municipal bonds, are carried on the balance sheet at fair value with current period adjustments to carrying value recorded in Accumulated other comprehensive loss within Hubbell shareholders' equity, net of tax. Realized gains and losses are recorded in income in the period of sale. The Company's trading investments are carried on the balance sheet at fair value and consist primarily of debt and equity mutual funds. Gains and losses associated with these trading investments are reflected in the results of operations. The Company did not have any investments classified as held-to-maturity as of December 31, 2013 and 2012. Accounts Receivable and Allowances Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is based on an estimated amount of probable credit losses in existing accounts receivable. The allowance is calculated based upon a combination of historical write-off experience, fixed percentages applied to aging categories and specific identification based upon a review of past due balances and problem accounts. Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer be pursued. The Company also maintains a reserve for credit memos, cash discounts and product returns which are principally calculated based upon historical experience, specific customer agreements, as well as anticipated future trends. Inventories Inventories are stated at the lower of cost or market value. The cost of substantially all domestic inventories (approximately 85% of total net inventory value) is determined utilizing the last-in, first-out (LIFO) method of inventory accounting. The cost of foreign inventories and certain domestic inventories is determined utilizing average cost or first-in, first-out (FIFO) methods of inventory accounting. Reserves for excess and obsolete inventory are provided based on current assessments about future demand compared to on-hand quantities. Property, Plant, and Equipment Property, plant and equipment values are stated at cost less accumulated depreciation. Maintenance and repair expenditures that do not significantly increase the life of an asset are charged to expense when incurred. Property, plant and equipment placed in service prior to January 1, 1999 are depreciated over their estimated useful lives, principally using accelerated methods. Assets placed in service subsequent to January 1, 1999 are depreciated over their estimated useful lives, using straight-line methods. Leasehold improvements are amortized over the shorter of their economic lives or the lease term. Gains and losses arising on the disposal of property, plant and equipment are included in Operating income in the Consolidated Statement of Income. Capitalized Computer Software Costs Capitalized computer software costs, net of amortization, were $10.9 million and $8.7 million at December 31, 2013 and 2012, respectively. This balance is reflected in Other long-term assets in the Consolidated Balance Sheet. Capitalized computer software costs primarily consist of purchased materials and services. Software is amortized on a straight-line basis over appropriate periods, generally five years. The Company recorded amortization expense of $4.3 million, $3.5 million and $4.8 million in 2013, 2012 and 2011, respectively, relating to capitalized computer software. Goodwill and Other Intangible Assets Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired companies. Indefinite-lived intangible assets and goodwill are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance. The Company performs its goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. The Company has elected to utilize the two step goodwill impairment testing process as prescribed in the accounting guidance. Step 1 compares the fair value of the Company's reporting units to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. If the carrying value of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Goodwill impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. The Company uses internal discounted cash flow estimates to determine fair value. These cash flow estimates are derived from historical experience and future long-term business plans and the application of an appropriate discount rate. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. The Company's estimated aggregate fair value of its reporting units are reasonable when compared to the Company's market capitalization on the valuation date. As of April 1, 2013, the impairment testing resulted in implied fair values for each reporting unit that exceeded the reporting unit's carrying value, including goodwill. The Company did not have any reporting units at risk of failing Step 1 of the impairment test as the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value) ranged from approximately 100% to approximately 400% for the respective reporting units. Additionally, the Company did not have any reporting units with zero or negative carrying amounts. The Company has not recorded any goodwill impairments since the initial adoption of the accounting guidance in 2002. The Company's intangible assets consist primarily of patents, tradenames and customer relationships. Intangible assets with definite lives are being amortized over periods generally ranging from 5-30 years. These definite lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The Company did not record any impairments related to its definite lived intangible assets in 2013, 2012 or 2011. The Company also has some tradenames that are considered to be indefinite-lived intangible assets. These indefinite-lived are not amortized and are tested for impairment annually, unless circumstances dictate the need for more frequent assessment. In 2012, the accounting guidance related to testing indefinite lived intangible assets, other than goodwill, for impairment was amended. The amendment provides entities an option of performing a qualitative assessment before calculating the fair value of the asset. If the entity determines, on the basis of certain qualitative factors, that it is more-likely-than-not that the asset is not impaired, the entity would not need to calculate the fair value of the asset. The Company elected to bypass the qualitative assessment and proceeded directly to the determination of fair value of its indefinite lived intangibles which resulted in no impairment in 2013, 2012 or 2011. Other Long-Lived Assets The Company reviews depreciable long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset group and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of impaired assets is determined using expected cash flow estimates, quoted market prices when available and appraisals as appropriate. The Company did not record any material impairment charges in 2013, 2012 or 2011. Accrued Insurance The Company retains a significant portion of the risks associated with workers' compensation, medical, automobile and general liability insurance. The Company estimates self-insurance liabilities using a number of factors, including historical claims experience, demographic factors, severity factors and other actuarial assumptions. The accrued liabilities associated with these programs are based on the Company's estimate of the ultimate costs to settle known claims as well as claims incurred but not reported as of the balance sheet date. The Company periodically reviews the assumptions with a third party actuary to determine the adequacy of these self-insurance reserves. Income Taxes The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax authorities routinely review the Company's tax returns. These audits can involve complex issues which may require an extended period of time to resolve. The Company makes adequate provisions for best estimates of exposures on previously filed tax returns. Deferred income taxes are recognized for the tax consequence of differences between financial statement carrying amounts and the tax basis of assets and liabilities by applying the currently enacted statutory tax rates in accordance with the accounting guidance for income taxes. The effect of a change in statutory tax rates is recognized in the period that includes the enactment date. Additionally, deferred tax assets are required to be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. The Company uses factors to assess the likelihood of realization of deferred tax assets such as the forecast of future taxable income and available tax planning strategies that could be implemented to realize the deferred tax assets. In addition, the accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of the tax position taken or expected to be taken in a tax return. For any amount of benefit to be recognized, it must be determined that it is more-likely-than-not that a tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of benefit to be recognized is based on the Company's assertion of the most likely outcome resulting from an examination, including resolution of any related appeals or litigation processes. Companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. See also Note 12 — Income Taxes. Research and Development Research and development expenditures represent costs to discover and/or apply new knowledge in developing a new product, process, or in bringing about a significant improvement to an existing product or process. Research and development expenses are recorded as a component of Cost of goods sold. Expenses for research and development were approximately 2% of Cost of goods sold for each of the years 2013, 2012 and 2011. Retirement Benefits The Company maintains various defined benefit pension plans for some of its U.S. and foreign employees. The accounting guidance for retirement benefits requires the Company to recognize the funded status of its defined benefit pension and postretirement plans as an asset or liability in the Consolidated Balance Sheet. Gains or losses, prior service costs or credits, and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of the year are recognized as components of Accumulated other comprehensive loss, net of tax, within Hubbell shareholders' equity. The Company's policy is to fund pension costs within the ranges prescribed by applicable regulations. In addition to providing defined benefit pension benefits, the Company provides health care and life insurance benefits for some of its active and retired employees. The Company's policy is to fund these benefits through insurance premiums or as actual expenditures are made. See also Note 10 — Retirement Benefits. Earnings Per Share The earnings per share accounting guidance requires use of the two-class method in determining earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for common stock and participating securities. Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends. Basic earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares of common stock outstanding. Earnings per diluted share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding of common stock plus the incremental shares outstanding assuming the exercise of dilutive stock options, stock appreciation rights and performance shares. See also Note 18 — Earnings Per Share. Stock-Based Compensation The Company recognizes the grant-date fair value of all stock-based awards on a straight-line basis over their respective requisite service periods (generally equal to an award's vesting period), except for performance-based restricted stock awards which are expensed using the graded vesting attribution method. A stock-based award is considered vested for expense attribution purposes when the retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The expense is recorded in Cost of goods sold and S&A expense in the Consolidated Statement of Income based on the recipients' respective functions within the organization. The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported in the Company's tax return are recorded to Additional paid-in capital to the extent that previously recognized credits to paid-in capital are still available. See also Note 17 — Stock-Based Compensation. Derivatives In order to limit financial risk in the management of its assets, liabilities and debt, the Company may use derivative financial instruments such as foreign currency hedges, commodity hedges, interest rate hedges and interest rate swaps. All derivative financial instruments are matched with an existing Company asset, liability or proposed transaction. The Company does not speculate or use leverage when trading a derivative product. Market value gains or losses on the derivative financial instrument are recognized in income when the effects of the related price changes of the underlying asset or liability are recognized in income. See Note 14 – Fair Value Measurement for more information regarding our derivative instruments. Recent Accounting Pronouncements In February 2013, the FASB amended the disclosure requirements regarding the reporting of amounts reclassified out of accumulated other comprehensive income. The amendment does not change the current requirement for reporting net income or other comprehensive income, but requires additional disclosures about significant amounts reclassified out of accumulated other comprehensive income including the effect of the reclassification on the related net income line items. This amendment was adopted prospectively by the Company effective January 1, 2013. See also Note 19 - Accumulated Other Comprehensive Loss. In March 2013, the FASB amended guidance related to a parent company's accounting for the release of the cumulative translation adjustment into net income upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This guidance is effective for fiscal periods beginning after December 15, 2013, and is to be applied prospectively to derecognition events occurring after the effective date. The adoption of this amendment did not have a material impact on the Company's financial statements. In July 2013, the FASB amended its guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. This guidance is effective for fiscal periods beginning after December 15, 2013, and is to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective and early adoption are also permitted. The Company does not anticipate the adoption of this amendment will have a material impact on its financial statements. |
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v2.4.0.8
Fair Value Measurement (Details) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
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1 Months Ended |
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Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2013
Fair Value, Inputs, Level 1 [Member]
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Dec. 31, 2012
Fair Value, Inputs, Level 1 [Member]
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Dec. 31, 2013
Fair Value, Inputs, Level 2 [Member]
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Dec. 31, 2012
Fair Value, Inputs, Level 2 [Member]
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Nov. 30, 2010
Interest Rate Lock 2010 [Member]
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May 31, 2008
Interest Rate Lock 2008 [Member]
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Dec. 31, 2013
Interest Rate Lock Total [Member]
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Dec. 31, 2012
Interest Rate Lock Total [Member]
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Dec. 31, 2013
Other accrued liabilities
|
Dec. 31, 2012
Other accrued liabilities
|
Dec. 31, 2013
Deferred taxes and other
|
Dec. 31, 2012
Deferred taxes and other
|
Deferred Compensation Plans [Abstract] |
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|
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Payments to Acquire Trading Securities Held-for-investment |
$ 0.9 |
$ 1.3 |
|
|
|
|
|
|
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|
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ProceedsFromSaleOfTradingSecuritiesHeldforinvestment |
0.2 |
0 |
|
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Derivatives, Fair Value [Line Items] |
|
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Foward exchange contracts designated as cash flow hedges liabilities |
|
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0 |
0.2 |
|
|
Foward exchange contracts designated as cash flow hedges assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
0 |
Number of Forward Exchange contracts held |
18.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foward Exchange Contracts, Individual Notional Amount |
1.0 |
|
|
|
|
|
|
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|
|
|
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Maximum Remaining Maturity of foward exchange contracts |
1 year |
|
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Interest Rate Lock Derivative [Line Items] |
|
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Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) |
|
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|
|
|
|
|
|
(1.6) |
1.2 |
|
|
|
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Accumulated Other Comprehensive Income (Loss), Net of Tax |
(71.0) |
(119.1) |
|
|
|
|
|
|
|
|
(0.4) |
(0.4) |
|
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Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net, Total [Abstract] |
|
|
|
|
|
|
|
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|
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|
Gain (Loss) on Foreign Currency Cash Flow Hedge Ineffectiveness |
0.6 |
(0.5) |
|
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|
|
|
|
|
|
|
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|
|
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|
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness |
|
0 |
|
|
|
|
|
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|
|
|
|
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|
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net [Abstract] |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foward exchange contract Gain (Loss) Reclassified to Cost of Sales, Net |
0.4 |
(0.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock Reclassified to Interest Expense |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis [Line Items] |
|
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Money Market Funds |
|
|
482.2 |
[1] |
423.6 |
[1] |
|
|
|
|
|
|
|
|
|
|
Available for Sale |
38.6 |
39.7 |
38.6 |
|
39.7 |
|
|
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|
|
|
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|
|
Trading Securities |
|
|
7.3 |
|
5.8 |
|
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Deferred Compensation Plan Liabilities |
|
|
7.3 |
|
5.8 |
|
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Derivatives: [Abstract] |
|
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Foward Exchange contracts |
|
|
|
|
|
|
0.4 |
(0.2) |
|
|
|
|
|
|
|
|
Financial Instruments Net Fair Value |
521.2 |
463.1 |
520.8 |
|
463.3 |
|
0.4 |
(0.2) |
|
|
|
|
|
|
|
|
Long-term Debt [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Long-term Debt, Fair Value |
631.0 |
682.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt carrying value |
$ 597.2 |
$ 596.7 |
|
|
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v2.4.0.8
Earnings Per Share
|
12 Months Ended |
Dec. 31, 2013
|
Earnings Per Share Disclosure [Abstract] |
|
Earnings Per Share [Text Block] |
Note 18 — Earnings Per Share The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends. The following table sets forth the computation of earnings per share for the three years ended December 31 (in millions, except per share amounts): | | | 2013 | | 2012 | | 2011 | | Numerator: | | | | | | | | | | | Net income attributable to Hubbell | $ | 326.5 | | $ | 299.7 | | $ | 267.9 | | | Less: Earnings allocated to participating securities | | 1.0 | | | 1.0 | | | 1.0 | | | Net income available to common shareholders | $ | 325.5 | | $ | 298.7 | | $ | 266.9 | | | | | | | | | | | | | Denominator: | | | | | | | | | | | Average number of common shares outstanding | | 59.1 | | | 59.1 | | | 59.7 | | | Potential dilutive shares | | 0.5 | | | 0.7 | | | 0.7 | | | Average number of diluted shares outstanding | | 59.6 | | | 59.8 | | | 60.4 | | | | | | | | | | | | | Earnings per share: | | | | | | | | | | | Basic | $ | 5.51 | | $ | 5.05 | | $ | 4.47 | | | Diluted | $ | 5.47 | | $ | 5.00 | | $ | 4.42 |
The Company did not have any significant anti-dilutive securities in 2013, 2012 or 2011. |
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v2.4.0.8
Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Accumulated Other Comprehensive Income Loss [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Beginning Accumulated Other Comprehensive Income (Loss), Net of Tax |
|
|
|
$ (119.1) |
|
|
|
|
$ (119.1) |
|
|
Other Comprehensive Income Loss Before Reclassifications Net Of Tax |
|
|
|
|
|
|
|
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40.1 |
|
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Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax |
|
|
|
|
|
|
|
|
8.0 |
|
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Other Comprehensive Income Loss Net Of Tax |
|
|
|
|
|
|
|
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48.1 |
31.3 |
(69.1) |
Ending Accumulated Other Comprehensive Income (Loss), Net of Tax |
(71.0) |
|
|
|
(119.1) |
|
|
|
(71.0) |
(119.1) |
|
Cash Flow Hedge Before Reclassification |
|
|
|
|
|
|
|
|
0.6 |
|
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Cash Flow Hedge Reclassification Net Of Tax |
|
|
|
|
|
|
|
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(0.3) |
|
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Cash Flow Hedge Period Oci |
|
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|
|
|
|
0.3 |
|
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Cash Flow Hedge Aoci Balance Net Of Tax |
(0.2) |
|
|
|
(0.5) |
|
|
|
(0.2) |
(0.5) |
|
Pension Before Reclassification |
|
|
|
|
|
|
|
|
54.8 |
|
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Pension Opeb Reclassification Net Of Tax |
|
|
|
|
|
|
|
|
8.3 |
|
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Pension Opeb Period Oci |
|
|
|
|
|
|
|
|
63.1 |
|
|
Pension Opeb Aoci Balance Net Of Tax |
(67.0) |
|
|
|
(130.1) |
|
|
|
(67.0) |
(130.1) |
|
Available For Sale Oci Before Reclassification |
|
|
|
|
|
|
|
|
(0.3) |
|
|
Available For Sale Reclassification Net Of Tax |
|
|
|
|
|
|
|
|
0 |
|
|
Available For Sale Period Oci |
|
|
|
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|
|
|
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(0.3) |
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Available For Sale Aoci Balance Net Of Tax |
0.4 |
|
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0.7 |
|
|
|
0.4 |
0.7 |
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Cta Before Reclassification |
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|
|
|
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(15.0) |
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Cta Period Oci |
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|
|
|
(15.0) |
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Cta Aoci Balance Net Of Tax |
(4.2) |
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10.8 |
|
|
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(4.2) |
10.8 |
|
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Cost of Goods Sold |
|
|
|
|
|
|
|
|
(2,113.4) |
(2,032.2) |
(1,947.9) |
Interest Expense, net |
|
|
|
|
|
|
|
|
30.8 |
30.8 |
30.9 |
Other (expense) income, net |
|
|
|
|
|
|
|
|
(4.3) |
(1.0) |
(4.4) |
Income before income taxes |
|
|
|
|
|
|
|
|
473.8 |
441.8 |
389.8 |
Provision for income taxes |
|
|
|
|
|
|
|
|
(144.0) |
(139.7) |
(119.6) |
Net income |
82.8 |
97.2 |
83.0 |
66.8 |
72.9 |
87.6 |
78.0 |
63.6 |
329.8 |
302.1 |
270.2 |
Accumulated Net Gain Loss From Designated Or Qualifying Cash Flow Hedges [Member]
|
|
|
|
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Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax [Abstract] |
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Cost of Goods Sold |
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0.4 |
|
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Interest Expense, net |
|
|
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|
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0 |
|
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Income before income taxes |
|
|
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|
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|
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0.4 |
|
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Provision for income taxes |
|
|
|
|
|
|
|
|
0.1 |
|
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Net income |
|
|
|
|
|
|
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0.3 |
|
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Accumulated Defined Benefit Plans Adjustment [Member]
|
|
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|
|
|
|
|
|
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Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax [Abstract] |
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|
|
|
|
|
|
|
|
|
Pension Gain Loss Amort Before Tax |
|
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(13.7) |
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Pension Service Cost Amort Before Tax |
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0.8 |
|
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Income before income taxes |
|
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|
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|
|
(12.9) |
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Provision for income taxes |
|
|
|
|
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|
|
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4.6 |
|
|
Net income |
|
|
|
|
|
|
|
|
(8.3) |
|
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Reclassification Out Of Accumulated Other Comprehensive Income [Member]
|
|
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Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax [Abstract] |
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|
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|
|
|
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|
|
|
|
Net income |
|
|
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|
|
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$ (8.0) |
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v2.4.0.8
Investment (Table)
|
12 Months Ended |
Dec. 31, 2013
|
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| 2013 | | 2012 | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Carrying Value | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Carrying Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Available-For-Sale Investments | $ | 38.0 | | $ | 0.6 | | $ | - | | $ | 38.6 | | $ | 38.6 | | $ | 38.5 | | $ | 1.2 | | $ | - | | $ | 39.7 | | $ | 39.7 | Trading Investments | | 5.4 | | | 1.9 | | | - | | | 7.3 | | | 7.3 | | | 4.7 | | | 1.1 | | | - | | | 5.8 | | | 5.8 | Total Investments | $ | 43.4 | | $ | 2.5 | | $ | - | | $ | 45.9 | | $ | 45.9 | | $ | 43.2 | | $ | 2.3 | | $ | - | | $ | 45.5 | | $ | 45.5 |
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| | Amortized Cost | | Fair Value | | | Available-For-Sale Investments | | | | | | | | Due within 1 year | $ | 10.0 | | $ | 10.1 | | | After 1 year but within 5 years | | 18.4 | | | 18.9 | | | After 5 years but within 10 years | | 9.6 | | | 9.6 | | | Due after 10 years | | - | | | - | | | Total | $ | 38.0 | | $ | 38.6 | |
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v2.4.0.8
Debt
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12 Months Ended |
Dec. 31, 2013
|
Debt Disclosure [Abstract] |
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Note 11 — Debt The following table sets forth the Company's long-term debt at December 31, (in millions): | | | Maturity | | 2013 | | 2012 | | | | Senior notes at 5.95%, net of unamortized discount | | 2018 | | $ | 299.0 | | $ | 298.7 | | | | Senior notes at 3.625%, net of unamortized discount | | 2022 | | | 298.2 | | | 298.0 | | | | | | | | $ | 597.2 | | $ | 596.7 | | |
In November 2010, the Company completed a public debt offering for $300 million of long-term, senior, unsecured notes maturing in November 2022 and bearing interest at a fixed rate of 3.625%. Prior to the issuance of the 2022 Notes, the Company entered into a forward interest rate lock which resulted in a $1.6 million loss. This amount was recorded in Accumulated other comprehensive loss, net of tax and is being amortized over the life of the 2022 Notes. In May 2008, the Company completed a public offering of $300 million long-term senior, unsecured notes maturing in May 2018. The 2018 Notes bear interest at a fixed rate of 5.95%. Prior to the issuance of the 2018 Notes, the Company entered into a forward interest rate lock which resulted in a $1.2 million gain. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized over the life of the notes. The 2018 Notes and the 2022 Notes are both fixed rate indebtedness, are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default under the indenture governing the 2018 Notes and 2022 Notes, as modified by the supplemental indentures creating such series, or upon a change in control event as defined in such indenture. The Company was in compliance with all of its covenants as of December 31, 2013. During 2013 the Company entered into an uncommitted credit facility for a 12.6 million Chinese Renminbi line of credit to support its operations in China. At December 31, 2013, 2.1 million Chinese Renminbi (equivalent to $0.3 million) was outstanding under this line of credit. There were no borrowings outstanding at December 31, 2012 under this line of credit. Other information related to short-term debt at December 31, is summarized below: | | 2013 | | | 2012 | | | | Interest rate: | | | | | | | | At year end | | 6.00 | % | | | N/A | % | | | Paid during the year (weighted average) | | 5.20 | % | | | 18.45 | % | |
As of December 31, 2013, the Company's $500 million revolving credit facility had not been drawn against. The credit facility, which serves as a backup to our commercial paper program, was scheduled to expire in October 2016. In March 2013, the facility was amended to extend the maturity date to March 2018. The interest rate applicable to borrowing under the credit agreement is generally either the prime rate or a surcharge over LIBOR. The single financial covenant in the $500 million credit facility, which the Company is in compliance with, requires that total debt not exceed 55% of total capitalization. Annual commitment fees to support availability under the credit facility are not material. The Company also maintains other lines of credit that are primarily used to support the issuance of letters of credit. Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions. At December 31, 2013 and 2012 these lines totaled $60.4 million and $55.4 million, respectively, of which $37.5 million and $36.6 million was unused. The annual commitment fees associated with these lines of credit are not material. Interest and fees paid related to total indebtedness was $29.7 million, $29.8.million and $29.3 million in 2013, 2012, and 2011, respectively. |
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