UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10Q

HUBBELL INCORPORATED

(203) 799-4100

N/A

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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

The number of shares outstanding of the Class A Common Stock and Class B Common Stock as of May 2, 2005 were 9,347,547 and 52,243,781, respectively.

HUBBELL INCORPORATED

2

HUBBELL INCORPORATED

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Statement of Income
(unaudited)
(in millions, except per share amounts)

See notes to consolidated financial statements.

3

HUBBELL INCORPORATED

Consolidated Balance Sheet
(in millions)

     See notes to consolidated financial statements.

4

HUBBELL INCORPORATED

Consolidated Statement of Cash Flows
(unaudited)
(in millions)

See notes to consolidated financial statements.

5

HUBBELL INCORPORATED

1. Basis of Presentation

     The accompanying unaudited consolidated financial statements of Hubbell Incorporated (“Hubbell”, the “Company”, or “registrant”) 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 accounting principles generally accepted in the United States of America (“U.S.”) for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

     The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements.

     Auction rate securities are classified as Short-term investments in the Consolidated Balance Sheet and, accordingly, related purchases and sales have been classified as available-for-sale securities in the Consolidated Statement of Cash Flows. Auction rate securities were classified as Cash and cash equivalents as of March 31, 2004. Classification of prior year amounts in the Consolidated Statement of Cash Flows has been revised to conform to the current year presentation.

     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, 2004.

Recently Issued Accounting Standards

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised), “Share-Based Payment” (“SFAS No. 123 (R)”). SFAS No. 123(R), which requires expensing of stock options and other share-based payments, replaces FASB’s earlier SFAS No. 123 and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”. In April 2005, the Securities and Exchange Commission (“SEC”) delayed the effective date of SFAS No. 123(R) for public companies until fiscal years beginning after June 15, 2005. Accordingly, the Company expects to adopt the standard on January 1, 2006. This standard will require the Company to measure the cost of employee services received in exchange for an award of equity instruments based on a grant-date fair value of the award (with limited exceptions), and that cost will be recognized over the vesting period. The Company anticipates that the quarterly charge to income for expensing stock options will be similar to the amount disclosed in Note 3 – Stock-Based Compensation in the Notes to Consolidated Financial Statements included herein.

     In November 2004, the FASB issued SFAS No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4” (“SFAS No. 151”). The purpose of this statement is to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). This statement was issued as a result of a broader effort by the FASB to improve the comparability of cross-border financial reporting by working with the International Accounting Standards Board (“IASB”) toward development of a single set of high-quality accounting standards. This statement is applicable for fiscal years beginning after June 15, 2005. The Company does not anticipate that this standard will have a material effect on its financial position, results of operations or cash flows.

     In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets” (“SFAS No. 153”). SFAS No. 153 represents an amendment of APB No. 29, “Accounting for Nonmonetary Transactions,” and was addressed as part of the FASB’s short-term convergence project with the IASB. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not anticipate that this standard will have a significant effect on its financial position, results of operations or cash flows.

     In October 2004, Congress passed the American Jobs Creation Act of 2004 (the “Act”). The Act raises a number of issues with regard to accounting for income taxes including (1) the accounting for the one-time tax benefit on the repatriation of foreign earnings and (2) the deduction for qualified domestic production activities. The Company does not anticipate a material impact on consolidated results of operations as a result of the Act.

6

     In March 2005, the FASB issued FASB Interpretation (“FIN”) No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS No. 143”. FIN 47 clarifies the term conditional asset retirement obligation as used in SFAS No. 143, “Accounting for Asset Retirement Obligations”. The term refers to 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 Company’s control. FIN 47 is effective no later than the end of the fiscal year ending after December 15, 2005. The Company is currently evaluating the impact, if any, that the interpretation will have on financial position, results of operations or cash flows and plans to adopt prior to December 31, 2005.

2. Business Acquisition

     In January 2005, the Company, through a wholly-owned subsidiary, completed the purchase of certain assets and assumption of certain liabilities of the foundation anchoring business ( hereinafter referred to as “Atlas”) of Atlas Systems, Inc. for $5.5 million in cash, including fees and expenses and net of cash acquired. Atlas is a designer and manufacturer of helical and push pier anchors which are sold to dealers and installers throughout the U.S.  Atlas compliments the product offering of the Company’s Power Segment and is expected to add approximately $8-$10 million in annual net sales. The net assets acquired in this transaction were $3.3 million. In total, $2.2 million of the purchase price has been allocated to identifiable intangible assets consisting primarily of tradenames and a non-compete agreement and will be amortized over useful lives of 30 years and 3 years, respectively.

3. Stock-Based Compensation

     The Company accounts for employee stock option and performance plans using the intrinsic value based method of accounting for such plans in accordance with APB Opinion No. 25 where compensation expense per option granted is measured as the excess, if any, of the quoted market price of the Company’s stock at the measurement date over the exercise price.

     The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 “Accounting for Stock-Based Compensation” for stock options for the three months ended March 31, 2005 and 2004 (in millions, except per share amounts):

4. Inventories

     Inventories are comprised of the following (in millions):

7

5. Earnings Per Share

     The following table sets forth the computation of earnings per share for the three months ended March 31, 2005 and 2004 (in millions, except per share amounts):

     Options to purchase shares of common stock are not included in the computation of diluted earnings per share when the effect would be anti-dilutive. For the quarter ended March 31, 2005 there were no anti-dilutive options outstanding. For the quarter ended March 31, 2004, there were 2.1 million anti-dilutive options outstanding.

6. Goodwill and Other Intangible Assets

     Changes in the carrying amount of goodwill for the three months ended March 31, 2005, by segment, were as follows (in millions):

     The Company’s policy is to perform its annual impairment testing in the second quarter of each year, unless circumstances dictate the need for more frequent assessments. In 2004, this testing resulted in implied fair values for each reporting unit which exceeded the reporting unit’s carrying value, including goodwill. Consequently, there were no impairments of goodwill. Similarly, there were no impairments of indefinite-lived intangible assets.

     Identifiable intangible assets are recorded in “Intangible assets and other” in the Consolidated Balance Sheet and at March 31, 2005 include approximately $21.5 million of indefinite-lived intangible assets not subject to amortization and $12.7 million of intangibles with definite lives that are being amortized and are presented net of accumulated amortization of $3.2 million. Amortization expense is expected to be approximately $1.1 million per year over the next five years. Indefinite-lived intangible assets primarily represent trade names, while definite-lived intangible assets primarily represent trademarks and patents. In conjunction with the purchase accounting of Atlas, the Company assigned a value to definite-lived intangible assets totaling $2.2 million. These amounts are included in the totals above.

8

7. Shareholders’ Equity

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

8. Special Charges

     Special charges in the first quarter of 2005 and 2004 reflect pretax expenses of $1.9 million and $1.4 million, respectively, related to the ongoing lighting business integration program (the “Program”). Of the total 2004 amount, $0.2 million of inventory write-downs were recorded in Cost of goods sold in the Consolidated Statement of Income.

     The Company’s ongoing streamlining and integration activities currently consist of the following programs:

     Lighting Business Integration Program

     The Program was initiated in 2002 following the Company’s acquisition of Lighting Corporation of America (“LCA”) and relates to both the integration and rationalization of the Company’s acquired and legacy lighting operations.

     The 2005 first quarter special charge primarily consisted of $0.9 million of severance costs related to the consolidation of manufacturing, sales and administrative functions occurring throughout the commercial and industrial lighting business and $1.0 million related to facility exit costs in connection with the consolidation of office functions and transition of the manufacturing and assembly of commercial lighting fixture products to low cost countries. In total, a reduction of approximately 520 employees is expected as a result of these actions, of which approximately 450 had left the Company as of March 31, 2005. A portion of the severance costs were recorded based upon the affected employees’ remaining service period following announcement of the programs.

     The 2004 special charge primarily consisted of cash expenditures for severance and other facility closure costs in connection with the transition of the manufacturing and assembly of commercial lighting fixture products to a low cost country.

     Closure of a Wiring Device Factory

     In 2004, the Company recorded pretax special charges in connection with the closure of a wiring device factory in Puerto Rico. The factory is expected to close by the end of the second quarter of 2005. Included in the 2004 special charge were severance costs of $2.0 million, of which $1.5 million has not been spent as of March 31, 2005. Approximately 220 employees were affected by this closure of which approximately 68 have left the Company as of March 31, 2005. In addition, the 2004 charge included $0.3 million of facility related exit costs which have not been spent as of March 31, 2005.

9

     The following table sets forth activity with respect to special charges recorded for the three months ended March 31, 2005 and the status of amounts accrued at March 31, 2005 (in millions):

     A detailed description of the business objectives associated with these programs is included in “Special Charges” within Management’s Discussion and Analysis.

9. Comprehensive Income:

     Total comprehensive income and its components are as follows (in millions):

10. Segment Information

     The following table sets forth financial information by business segment (in millions):

     The unusual item of $4.6 million, pretax, represents transactional expenses consisting of legal, accounting and consulting fees incurred in support of the Company’s strategic growth initiatives. These costs are included in selling and administrative expenses and are not allocated to any one business segment for management reporting purposes.

10

11. Net Periodic Benefit Cost

     The following table sets forth the components of pension and other benefit costs for the three months ended March 31, 2005 and 2004 (in millions):