<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10Q
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from TO
Commission File Number 1-2958
HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
STATE OF CONNECTICUT 06-0397030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
584 DERBY MILFORD ROAD, ORANGE, CT 06477
(Address of principal executive offices) (Zip Code)
(203) 799-4100
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
The number of shares of registrant's classes of common stock outstanding
as of August 9, 1999 were:
Class A ($.01 par value) 10,421,000
Class B ($.01 par value) 54,562,000
<PAGE> 2
INDEX
HUBBELL INCORPORATED
<TABLE>
<CAPTION>
Part I. Financial Information PAGE
<S> <C>
Item 1. Financial Statements
Consolidated balance sheets - June 30, 1999 (unaudited) and
December 31, 1998 3
Consolidated statements of income (unaudited) - Three months ended
June 30, 1999 and 1998, Six months ended June 30, 1999 and 1998 4
Consolidated statements of cash flows (unaudited) - Six months ended
June 30, 1999 and 1998 5
Notes to consolidated financial statements - June 30, 1999 6-8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-12
Part II. Other Information
Item 1. Legal Proceedings N/A
Item 2. Changes In Securities and Use of Proceeds N/A
Item 3. Defaults upon Senior Securities N/A
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information N/A
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
</TABLE>
2
<PAGE> 3
HUBBELL INCORPORATED
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(IN MILLIONS)
<TABLE>
<CAPTION>
(Unaudited)
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and temporary cash investments $ 20.4 $ 30.1
Accounts receivable (net) 241.4 200.2
Inventories 303.1 300.9
Prepaid taxes 27.4 24.0
Other 10.4 9.6
---------- ----------
TOTAL CURRENT ASSETS 602.7 564.8
Property, Plant and Equipment (net) 317.9 310.1
Other Assets:
Investments 209.2 197.3
Purchase price in excess of net assets of companies acquired (net) 236.8 232.6
Property held as investment 11.8 12.0
Other 74.1 73.6
---------- ----------
$ 1,452.5 $ 1,390.4
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Commercial paper and notes $ 173.1 $ 113.3
Accounts payable 69.8 69.8
Accrued salaries, wages and employee benefits 30.9 26.6
Accrued income taxes 33.5 31.1
Dividends payable 20.8 20.4
Accrued consolidation and streamlining charge 10.0 10.0
Other accrued liabilities 61.4 73.8
---------- ----------
TOTAL CURRENT LIABILITIES 399.5 345.0
Long-Term Debt 99.6 99.6
Other Non-Current Liabilities 95.0 104.1
Deferred Income Taxes 3.3 1.1
Shareholders' Equity 855.1 840.6
---------- ----------
$ 1,452.5 $ 1,390.4
========== ==========
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------- -------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $368.6 $372.5 $736.1 $712.2
Cost of goods sold 258.1 256.2 518.5 491.4
------- ------- ------- -------
GROSS PROFIT 110.5 116.3 217.6 220.8
Selling & administrative
Expenses 54.6 56.2 109.9 107.5
------- ------- ------- -------
OPERATING INCOME 55.9 60.1 107.7 113.3
------- ------- ------- -------
OTHER INCOME (EXPENSE):
Investment income 3.4 4.1 6.8 8.1
Interest expense (4.1) (2.6) (7.6) (4.3)
Other income (expense), net 3.1 (.7) 5.0 (1.2)
------- ------- ------- -------
TOTAL OTHER INCOME, NET 2.4 .8 4.2 2.6
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 58.3 60.9 111.9 115.9
Provision for income taxes 15.2 16.7 29.1 31.9
------- ------- ------- -------
NET INCOME $43.1 $44.2 $82.8 $84.0
======= ======= ======= =======
EARNINGS PER SHARE - BASIC $0.66 $0.67 $1.27 $1.26
======= ======= ======= =======
EARNINGS PER SHARE - DILUTED $0.65 $0.65 $1.25 $1.23
======= ======= ======= =======
CASH DIVIDENDS PER COMMON
SHARE $0.32 $0.31 $0.63 $0.60
======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
----------------------
CASH FLOWS FROM OPERATING ACTIVITIES 1999 1998
---- ----
<S> <C> <C>
Net income $ 82.8 $ 84.0
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 28.8 25.9
Deferred income taxes (1.2) 1.0
Expenditures for streamlining, consolidation and restructuring (2.7) (1.6)
Changes in assets and liabilities, net of the effect of business acquisitions:
(Increase)/Decrease in accounts receivable (40.2) (15.6)
(Increase)/Decrease in inventories .9 (6.5)
(Increase)/Decrease in other current assets 1.2 17.4
Increase/(Decrease) in current operating liabilities (15.5) (16.1)
(Increase)/Decrease in other, net (.7) .8
------- ------
Net cash provided by operating activities 53.4 89.3
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses (13.3) (20.5)
Additions to property, plant and equipment (32.3) (44.1)
Purchases of investments (27.1) (17.5)
Repayments and sales of investments 15.2 11.0
Other, net 1.5 2.1
------ ------
Net cash used in investing activities (56.0) (69.0)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends (40.6) (38.9)
Commercial paper and notes - borrowings 59.8 57.8
Exercise of stock options 4.3 4.3
Acquisition of treasury shares (30.6) (60.9)
-------- ------
Net cash used in financing activities (7.1) (37.7)
-------- ------
Decrease in cash and temporary cash investments (9.7) (17.4)
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of period 30.1 75.2
------ ------
End of period $ 20.4 $ 57.8
====== ======
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring items) considered necessary
for a fair presentation have been included. Operating results for the
three- and six-month periods ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ended December
31, 1999.
The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Hubbell Incorporated Annual Report on
Form 10-K for the year ended December 31, 1998.
2. INVENTORIES ARE CLASSIFIED AS FOLLOWS: (IN MILLIONS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
---- ----
<S> <C> <C>
Raw Material $108.2 $ 104.9
Work-in-Process 76.5 79.6
Finished Goods 164.5 162.0
------ ------
349.2 346.5
Excess of current
production costs over
LIFO cost basis 46.1 45.6
------- -------
$303.1 $300.9
====== ======
</TABLE>
3. SHAREHOLDERS' EQUITY COMPRISES: (IN MILLIONS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
---- ----
<S> <S> <C>
Common Stock, $.01 par value:
Class A-authorized 50,000,000 shares,
outstanding 10,474,021 and 10,781,483 shares $ .1 $ .1
Class B-authorized 150,000,000 shares
outstanding 54,521,265 and 54,813,287 shares .5 .5
Additional paid-in-capital 371.0 397.8
Retained earnings 497.5 455.7
Unrealized holding gains (losses) on securities --- .1
Cumulative translation adjustments (14.0) (13.6)
-------- ---------
$855.1 $840.6
====== ======
</TABLE>
6
<PAGE> 7
HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
4. There were no acquisitions completed during the second quarter of 1999.
During the first quarter of 1999, the Company's Power Segment acquired
assets used in the manufacture and supply of high voltage underground cable
accessory products and technology for the electrical utility market for a
cash purchase price of $13.3 million. During the first half of 1998, the
Company acquired three product lines and associated assets for an aggregate
cash purchase price of $20.5 million, including the business and assets of
Siescor Technologies, Inc., which was acquired at the beginning of the
second quarter.
The costs of the acquired businesses have been allocated to assets acquired
and liabilities assumed based on fair values with the residual amount
assigned to goodwill, which is being amortized over forty years. The
businesses have been included in the financial statements as of their
respective acquisition date and had no material effect on the Company's
financial position and reported earnings during the respective periods.
5. The following table sets forth the computation of earnings per share for
the three and six months ended June 30 (in millions except per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------- -------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $43.1 $44.2 $82.8 $84.0
===== ===== ===== =====
Weighted average number of common
shares outstanding during the period 65.0 66.2 65.2 66.5
Common equivalent shares 1.2 1.8 1.1 1.9
------ ------ ------ ------
Average number of shares outstanding 66.2 68.0 66.3 68.4
Earnings per share:
Basic $0.66 $0.67 $1.27 $1.26
Diluted $0.65 $0.65 $1.25 $1.23
</TABLE>
6. COMPREHENSIVE INCOME
Total comprehensive income was $43.0 and $82.4 for the three and six-months
ended June 30, 1999 and $42.0 and $82.1 for the three and six-months ended
June 30, 1998.
7
<PAGE> 8
HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
7. The following table sets forth financial information by industry segment
for the three and six-months ended June 30 (in millions):
<TABLE>
<CAPTION>
Industry Segment THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------- -------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales
Electrical $220.0 $205.1 $440.2 $396.3
Power 102.4 97.7 199.9 191.9
Telecommunications 27.9 50.1 60.9 84.8
Other 18.3 19.6 35.1 39.2
------- ------- ------- -------
Total $368.6 $372.5 $736.1 $712.2
====== ====== ====== ======
Operating Income
Electrical $ 39.8 $ 37.6 $ 76.2 $ 71.5
Power 13.7 12.2 26.2 24.4
Telecommunications 0.6 8.2 2.4 13.9
Other 1.8 2.1 2.9 3.5
------- ------- ------- -------
Segment Total 55.9 60.1 107.7 113.3
Interest Expense (4.1) (2.6) (7.6) (4.3)
Investment and Other Income, Net 6.5 3.4 11.8 6.9
------- ------- ------- -------
Income Before Income Taxes $ 58.3 $ 60.9 $111.9 $115.9
====== ====== ====== ======
</TABLE>
8. The issuance of FAS No. 133 - "Accounting for Derivative Instruments and
Hedging Activity" effective in 2001 requires the recognition of all
derivatives as either assets or liabilities on the consolidated balance
sheet at fair value. This will change the current practices of the Company,
but it is not expected to have a significant impact on financial position
or results of operations.
9. SUBSEQUENT EVENT
On July 15, 1999, the Company completed the purchase of the Haefely high
voltage test and instrumentation business from Trench Switzerland AG for
$25 million. Based in Switzerland, the product lines acquired include high
voltage test and measurement and a full line of electromagnetic test
equipment. This acquisition is not expected to have any material effect on
the Company's financial position and reported earnings.
8
<PAGE> 9
HUBBELL INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1999
RESULTS OF OPERATIONS
Consolidated net sales for the second quarter were down slightly versus the
comparable period of the prior year. Sales improvements at the Company's largest
segments, Electrical and Power Products, combined with the first quarter 1999
acquisition of high voltage underground cable accessory product assets and six
product lines in 1998, were more than offset by significantly lower shipments
from the company's Telecommunications Segment. For the year-to-date period,
sales improved more than 3% due principally to the product line acquisitions and
higher shipments from the Company's two largest segments, which together account
for more than 85% of combined revenues.
Operating income for the quarter and year-to-date period declined due to the
lower Telecommunications volume and a year-over-year increase in new product
development costs within this segment. Operating income at the largest segments,
Electrical and Power Products, improved during the three and six month periods
of 1999 versus 1998 on higher volumes and profitability improvements.
Segment Results
Electrical Segment sales increased more than 7% for the second quarter and 11%
year-to-date on higher shipments of generally all products within the segment
and the effect of the acquisition of three lighting businesses during 1998.
Operating income also increased in response to the strong volumes. Margin levels
for the quarter and year-to-date were essentially even with those of the
comparable periods of the prior year despite an increased emphasis of lower
margin commercial products in the segment's overall sales mix and lower initial
margins of newly acquired businesses.
Power Segment sales increased in excess of 4% for the second quarter and six
months of 1999 versus 1998. The effect of the acquisition of the underground
cable accessory products business in 1999 and higher shipments of generally all
products within the segment contributed equally to the increase. Operating
income increased at more than the rate of increase in sales due to improved
operating efficiencies from the consolidation and streamlining program,
partially offset by continued weakness in international markets and price
declines in select products.
Telecommunications Segment sales and margins declined sharply for the quarter
and year-to-date period versus comparable periods of the prior year. At Pulse
Communications, Inc. ("Pulse"), the Company's telecommunications subsidiary,
orders from the telephone operating companies for the subsidiary's multiplexing
products declined substantially versus the same periods of 1998. Concurrently,
the subsidiary's investment in DSL product development continued at a high rate.
The Company, together with its external advisors, is reviewing strategic
alternatives with respect to a possible investment by a partner in the
subsidiary's WavePacer(TM) DSL business, a division of Pulse.
9
<PAGE> 10
HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1999
(CONTINUED)
The Other Industry Segment sales declined 7% for the quarter and 10% for the
first six months of 1999 due to a decline in the capital goods markets in the
United States, in particular machine tools and steel, and weaker international
sales. Operating profits declined due to volume and an increase in commercial
versus industrial products in the segment's overall mix of sales.
The effective income tax rate for 1999 was 26.0% versus 27.5% in 1998. The
decrease in the effective tax rate reflects a higher level of tax benefit from
Puerto Rico operations.
Other income net has increased primarily as a result of insurance recoveries
received in connection with damage sustained from Hurricane Georges in 1998.
Year-to-date net income was slightly lower and diluted earnings per share were
essentially even with the comparable year-ago period.
The Company's consolidation and streamlining program is proceeding according to
management's plan. At June 30, 1999, the accrual balance was $22.2 million.
Through June 30, 1999, cumulative costs charged to the consolidation and
streamlining accrual were $22.4 million as follows (in millions):
<TABLE>
<CAPTION>
Employee Asset Exist Other
Benefits Disposals Costs Costs Total
<S> <C> <C> <C> <C> <C>
1997 Streamlining Charge $15.6 $18.0 $6.1 $4.9 $44.6
Amounts Utilized in 1997 (0.6) (7.3) (0.1) (4.9) (12.9)
Amounts Utilized in 1998 (3.8) (2.4) (0.6) --- (6.8)
Amounts Utilized in 1999 (0.6) (2.1) --- --- (2.7)
-------- ------- ------- ------ -------
Remaining Reserve $10.6 $ 6.2 $ 5.4 $ --- $22.2
===== ===== ===== ===== =====
</TABLE>
FINANCIAL CONDITION
At June 30, 1999, the Company's financial position remained strong with working
capital of $203.2 million and a current ratio of 1.5 to 1. Total borrowings at
June 30, 1999, were $272.7 million, 31.9% of shareholder's equity.
The net decline in cash and temporary cash investments of $9.7 million for the
six months ended June 30, 1999, reflects the following: investments in plant and
equipment as part of the consolidation and streamlining initiative, the
acquisition of treasury shares under the Company's share repurchase program, and
quarterly dividend payments, offset by cash provided from operating activities
and the issuance of commercial paper.
Net cash provided by operating activities exceeded $50 million and reflects a
higher accounts receivable balance due primarily to higher sales.
10
<PAGE> 11
HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1999
(CONTINUED)
The Company believes that currently available cash, borrowing facilities, and
its ability to increase its credit lines, if needed, combined with internally
generated funds, should be more than sufficient to fund capital expenditures as
well as any increase in working capital that would be required to accommodate a
higher level of business activity.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the Year 1900 rather than the Year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
During 1995, the Company established a task force to assess the impact the Year
2000 could have on the Company's operations and its relationship with customers
and vendors and to develop appropriate action plans. The action plans address
the required modification or replacement of software and equipment utilized in
the Company's operations along with a timetable and estimated costs. Cost for
replacement of software and equipment are capitalized in accordance with Company
policies while costs of modifications are expensed as incurred. Total
expenditures are estimated to be $20 million with approximately 90% having been
spent to date.
The action plans also address the impact that suppliers and customer Year 2000
issues may have on the Company. The Company relies on third party suppliers for
materials, utilities, transportation, banking and key services. Efforts to
evaluate supplier's Year 2000 readiness and to determine alternatives and
contingency plans such as alternate supply sources and accumulation of inventory
are substantially complete. Approaches to reducing supply disruptions will vary
by business and facility and are intended as a means of managing the risk but
cannot eliminate the potential for disruption due to a third party. The Company
is also dependent upon its customers for sales and cashflow. Interruptions in
our customers' operation from Year 2000 issues could result in reduced sales,
increased inventories or receivables and lower cashflows. While these events are
possible, the diversity of the Company's customer base is broad enough to
minimize the effects of a single occurrence. Steps are being taken to monitor
customers' Year 2000 readiness, including testing of transactions, as a means of
determining risks and alternatives.
At this time, activities have been progressing in accordance with the action
plans and executive management is monitoring programs. While the Company
believes its efforts to address the Year 2000 Issue will be successful in
avoiding any material adverse effect on the Company's operations or financial
condition, it recognizes that failing to resolve Year 2000 issues on a timely
basis would, in a "most reasonably likely worst case scenario", significantly
limit its ability to manufacture and distribute its products and process its
daily business transactions for a period of time, especially if such failure is
coupled with third party or infrastructure failures. Similarly, the Company
could be significantly affected by the failure of one or more significant
suppliers, customers or components of
11
<PAGE> 12
HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1999
(CONTINUED)
the infrastructure to conduct their respective operations after 1999. Adverse
effects on the Company could include, among other things, business disruption,
increased costs, loss of business and other similar risks.
MARKET RISKS
In the operation of its business, the Company has identified market risk
exposures to foreign currency exchange rates, raw material prices and interest
rates. There have not been any material changes affecting the identified risks
or the Company's strategy for managing the exposures from the preceding fiscal
year.
FORWARD-LOOKING STATEMENTS
Certain statements made in the discussion of Financial Condition and Results of
Operations are forward-looking. Certain statements under the caption "Impact of
the Year 2000 Issue" are also forward-looking. These may be identified by the
use of forward-looking words or phrases, such as "believe", "expect",
"anticipate", "should", "plan", "estimated", "potential", "target", "goals", and
"scheduled", among others. In connection with the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, the Company is hereby
identifying important factors that could cause actual results to differ
materially from those contained in the specified statements. The Company notes
that a variety of factors could cause the Company's assessment of Year 2000
issues to differ materially from the actual impact of Year 2000 issues. The
risks and uncertainties that may affect the Company's assessment of Year 2000
issues includes (1) the complexity involved in ascertaining all situations in
which Year 2000 issues may arise; (2) the ability of the Company to obtain the
services of sufficient personnel to implement the program; (3) possible
increases in the cost of personnel required to implement the program; (4)
absence of delays in scheduled deliveries of new hardware and software from
third party suppliers; (5) the receipt and the reliability of responses from
suppliers, customers and others to whom compliance inquiries are being made; (6)
the ability of material third parties to bring their affected systems into
compliance and (7) absence of unforeseen events which could delay timely
implementation of the program.
12
<PAGE> 13
HUBBELL INCORPORATED
PART II -- OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 3, 1999:
1. The following eight (8) individuals were elected directors of the Company
for the ensuing year to serve until the next Annual Meeting of Shareholders
of the Company and until their respective successors may be elected and
qualified, the affirmative votes being a majority of the voting power of
all outstanding eligible shares all voting as a single class:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL VOTES FOR VOTES WITHHELD
------------------ --------- --------------
<S> <C> <C>
G. Jackson Ratcliffe 233,126,136 2,675,843
Andrew McNally IV 233,055,018 2,746,961
John A. Urquhart 234,403,671 1,398,308
George W. Edwards, Jr 232,993,761 2,808,218
E. Richard Brooks 234,340,050 1,461,929
Daniel J. Meyer 234,288,528 1,513,451
Malcolm Wallop 233,905,591 1,896,388
Joel S. Hoffman 234,309,723 1,492,256
</TABLE>
2. PricewaterhouseCoopers LLP was ratified as independent accountants to
examine the annual financial statements for the Company for the year 1999
receiving 234,969,257 affirmative votes, being a majority of the votes cast
on the matter all voting as a single class, with 453,691 negative votes and
379,012 votes abstained.
3. The proposal relating to approval of an amendment to the Company's 1973
Stock Option Plan for Key Employees, which appears on pages 20 to 23 of the
proxy statement, dated March 22, 1999 (the "Proxy Statement"), which
proposal is incorporated herein by reference, has been approved with
223,699,589 affirmative votes, being a majority of the votes cast on the
matter all voting as a single class (and representing a majority of the
votes entitled to be cast), with 9,954,887 negative votes and 2,147,449
votes abstained.
4. The shareholder proposal relating to Board diversity, which appears on
pages 23 to 25 of the Proxy Statement, which proposal is incorporated
herein by reference, has been rejected with 17,915,749 affirmative votes,
being the affirmative vote of less than a majority of the votes cast on the
matter all voting as a single class, with 190,286,368 negative votes, being
a majority of the votes cast on the matter all voting as a single class,
and 3,883,974 votes abstained.
13
<PAGE> 14
HUBBELL INCORPORATED
PART II -- OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
NUMBER DESCRIPTION
27. Financial Data Schedule (Electronic filings only)
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed for the three months ended June 30,
1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUBBELL INCORPORATED
Dated: /s/ T. H. Powers
-------------------------
Timothy H. Powers
Senior Vice President and
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,828
<SECURITIES> 12,536
<RECEIVABLES> 247,726
<ALLOWANCES> 6,271
<INVENTORY> 303,134
<CURRENT-ASSETS> 602,709
<PP&E> 633,784
<DEPRECIATION> 315,912
<TOTAL-ASSETS> 1,452,516
<CURRENT-LIABILITIES> 399,496
<BONDS> 99,613
0
0
<COMMON> 650
<OTHER-SE> 854,433
<TOTAL-LIABILITY-AND-EQUITY> 1,452,516
<SALES> 736,104
<TOTAL-REVENUES> 736,104
<CGS> 518,542
<TOTAL-COSTS> 518,542
<OTHER-EXPENSES> 5,059
<LOSS-PROVISION> 166
<INTEREST-EXPENSE> 7,675
<INCOME-PRETAX> 111,919
<INCOME-TAX> 29,099
<INCOME-CONTINUING> 82,820
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 82,820
<EPS-BASIC> 1.27
<EPS-DILUTED> 1.25
</TABLE>
