SECURITIES AND EXCHANGE COMMISSION

Commission File No.file no. 1-2958

Hubbell Incorporated

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ         No o

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

    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 approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 20032004 was $1,778,465,479*$2,575,885,105*. The number of shares outstanding of the Class A Common Stock and Class B Common Stock as of March 1, 20042005 was 9,430,0699,350,747 and 50,894,314,52,122,647, respectively.

Documents Incorporated by Reference

    Portions of the definitive proxy statement for the annual meeting of stockholdersshareholders scheduled to be held on May 3, 2004,2, 2005, 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 executiveExecutive 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

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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PART I

     Hubbell Incorporated (herein referred to as “Hubbell”, the “Company” or the “registrant”, which references shall include its divisions and subsidiaries as the context may require) was founded as a proprietorship in 1888, and was incorporated in Connecticut in 1905. Hubbell manufacturesis primarily engaged in the engineering, manufacture and sellssale of high quality electrical and electronic products for a broad range of commercial, industrial, telecommunications, utility, and residential applications. Products are manufactured or assembled by subsidiaries in the United States, Canada, Switzerland, Puerto Rico, Mexico, Italy, and the United Kingdom. Hubbell also participates in a joint venture in Taiwan, and maintains sales offices in Singapore, the People’s Republic of China, Mexico, Hong Kong, South Korea, and the Middle East.

     Hubbell is primarily engaged in the engineering, manufacture and sale of electrical and electronic products. For management reporting and control, the businesses are divided into three segments: Electrical, Power and Industrial Technology, as described below. Reference is made to Note 1720 — Industry Segments and Geographic Area Information under 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 athttp://www.hubbell.comas soon as practicable after such material is electronically filed with, or furnished to, the SEC.

ELECTRICAL SEGMENT

     The Electrical Segment is comprised of businesses that primarily sell through distributors, lighting showrooms, home centers, telephone and telecommunicationtelecommunications companies, and represents stock and custom products including standard and special application wiring device products, lighting fixtures and controls, fittings, switches and outlet boxes, enclosures, wire management products and voice and data signal processing components. The products are typically used in and around industrial, commercial, and institutional facilities by electrical contractors, maintenance personnel, electricians, and telecommunicationtelecommunications companies. Certain lighting fixtures, wiring devices and electrical products also have residential application.

Electrical Wiring Devices

     Hubbell manufactures and sells highly durable and reliable wiring devices which are supplied principally to industrial, commercial and institutional customers, although certain products also have residential application. These products, comprising several thousand catalog items, include plugs, dimmers, receptacles (including surge suppressor units), wall outlets, connectors, adapters, floor boxes, switches, occupancy sensors (including passive infrared and ultrasonic motion sensing devices), lampholders, control switches, outlet strips, pendants, weatherproof enclosures, and wallplates. Pin-and-sleeve devices built to International Electrotechnical Commission (IEC) and new UL standards have incorporated improved water and dust-tight construction and impact resistance. Switch and receptacle wall plates feature proprietary thermoplastic materials offering high impact resistance and durability, and are available in a variety of colors and styles. Delivery systems, including nonmetallic surface raceway systems for power, data and communications distribution, provide efficiency and flexibility in both initial installations and remodeling applications. Hubbell also sells wiring devices for use in certain environments requiring specialized products, such as signal and control connectors and cable assemblies for the connection of sensors in materials processing, modular cable protection systems, cable and devices for marine applications and portable power distribution units with ground fault protection for commercial and industrial applications. Some of the portable power distribution units contain a number of outlets to which electrically-powered equipment may be simultaneously connected for ground fault protection. Circuit Guard® ground fault units protect the user from electrical shock by interrupting the circuit to which they are connected when a fault to ground is detected. Hubbell also manufactures TVSS (transient voltage surge suppression) devices, under the Spikeshield® trademark, which are used to protect electronic equipment such as personal computers and other supersensitive electronic equipment. Hubbell also manufactures and/or sells components designed for use in local area networks (LANs) and other telecommunications applications supporting high-speed data and voice signals. Primary products include work station modular jacks, faceplates, surface housings, modular furniture plates, cross

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Lighting Fixtures and Controls

     Hubbell manufactures and sells lighting fixtures and accessories for indoor and outdoor applications with four classifications of products: Outdoor, Industrial, Commercial/ Institutional, and Residential. Outdoor products include poles, MiniLiter® and Sterner® Infranor® floodlights, Devine® Geometric 2000^TM series fixtures, Kim® architectural fixtures and a line of pedestrian³ zone, path, landscape, building and area lighting products, Security^TM outdoor and signage fixtures, Magnusquare® II Architectural fixtures, Spaulding^TM fixtures, AAL^TM flood and step lighting fixtures, sconces, bollards, poles and mounting arms in period, contemporary and customer designs, Moldcast® bollards, street lighting fixtures and wall mounted fixtures, and Whiteway^TM canopy light fixtures, which are used to illuminate service stations, truck stops, outdoor display signs, parking lots, roadways, pedestrian areas, security areas, automobile dealerships, shopping centers, convenience stores, quick service restaurants, and similar areas, and Sportsliter® fixtures which are used to illuminate athletic and recreational fields. In addition, a line of Lightscaper® decorative outdoor fixtures is sold for use in landscaping applications such as pools, gardens and walkways. Industrial products include Superbay^TM 2.0, Controlux® 2.0, Superwatt®,Superwatt, The Detector®, and Kemlux^TM fixtures used to illuminate factories, work spaces, and similar areas, including specialty requirements such as paint rooms, clean rooms and warehouses. Commercial/ Institutional products include high intensity discharge (HID) fixtures, Alera^TM architectural and Columbia Lighting® specification grade fluorescent fixtures, Dual-Lite® emergency and exit, and Prescolite® recessed, surface mounted and track fixtures which are used for offices, schools, hospitals, airports, retail stores, and similar applications. The fixtures use HID lamps, such as mercury-vapor, high-pressure sodium, and metal-halide lamps, as well as quartz, fluorescent and incandescent lamps, all of which are purchased from other sources. Hubbell also manufactures a broad range of life safety products, emergency lighting and exit signs and inverter power systems which are used in specialized safety applications under the Dual-Lite® and Prescolite Life Safety^TM trademarks, and a line of IEC lighting fixtures designed for hazardous, hostile and corrosive applications sold under the Chalmit^TM and Killark® trademarks. The residential products are sold under the Progress Lighting®trademark and include residential decorative fixtures including chandeliers, hall and foyer, sconces, track, recessed, bath and vanity, pendants, close to ceiling, under-cabinet, portable lights, fans, door chimes, dimmers, and outdoor and landscape lighting fixtures.

Outlet Boxes, Enclosures and Fittings

     Hubbell manufactures and/or sells: (a) under the Raco® trademark, steel and plastic boxes used at outlets, switch locations and junction points; (b) a broad line of metallic fittings, including rigid plastic conduit fittings, EMT (thinwall) fittings and liquid tight conduit fittings; (c) Bell Outdoor® outlet boxes; (d) a variety of electrical boxes, covers, combination devices, lampholders and lever switches manufactured under the Bell® trademark, with an emphasis on weather-resistant products suitable for outdoor applications; and (e) under the Wiegmann® trademark, a full-line of fabricated steel electrical equipment enclosures such as rainproof and dust-tight panels, consoles and cabinets, wireway and electronic enclosures and a line of non-metallic electrical equipment enclosures. Wiegmann® products are designed to enclose and protect electrical conductors, terminations, instruments, power distribution and control equipment.

Holding Devices

     Hubbell manufactures and sells a line of Kellems® and Bryant® mesh grips used to pull, support and create strain relief in elongated items such as cables, electrical cords, hoses and conduits, a line of Gotcha® cord connectors designed to prevent electrical conductors from pulling away from electrical terminals to which the conductors are attached, and wire management products including non-metallic surface raceway products for wiring and non-metallic liquid-tight flexible conduit for OEM applications. The grips are sold under the Dua-Pull® and Kellems® trademarks and range in size and strength to accommodate differing application

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Hazardous and Hostile Location Application Products

     Hubbell’s special application products, which are sold under the Killark® trademark, include weatherproof and hazardous location products suitable for standard, explosion-proof and other hostile area applications, include conduit raceway fittings, Disconex® switches, enclosures, HostileLite® lighting fixtures, electrical distribution equipment, standard and custom electrical motor controls, junction boxes, plugs and receptacles. Hubbell also manufactures and sells under the Hawke® trademark a line of cable glands and cable connectors, enclosures, cable transit, breathers and fieldbus products for the hazardous area and industrial markets. Hazardous locations are those areas where a potential for explosion and fire exists due to the presence of flammable gasses, fibers, vapors, dust or other easily ignitable materials and include such applications as refineries, petro-chemical plants, grain elevators and material processing areas.

Telecommunications Products

     Hubbell designs, manufactures and sells under the Pulsecom® trademark, voice and data signal processing components primarily used by telephone and telecommunications companies, and consisting of channel cards and banks for loop and trunk carriers, and racks and cabinets. These products provide a broad range of communications access solutions for use by the telephone and telecommunications industry including: (a) digital loop carrier solutions to multiplex traffic from many users over a single link using existing copper or fiber facilities providing easier and more cost-effective service to new users since fewer and smaller cables are required for providing expanded service; and (b) D4 solutions to provide delivery of integrated voice and data services. Customers of these product lines include various telecommunications companies, the Regional Bell Operating Companies (RBOCs), independent telephone companies, competitive local exchange carriers, companies with private networks, and internet service providers.

Sales and Distribution of Electrical Segment Products

     A majority of Hubbell’s Electrical Segment products are stock items and are sold through electrical and industrial distributors, home centers, some retail and hardware outlets, and lighting showrooms. Special application products are sold primarily through wholesale distributors to contractors, industrial customers and original equipment manufacturers. Voice and data signal processing equipment products are represented worldwide through a direct sales organization and by selected, independent telecommunications representatives, primarily sold through datacom, electrical and catalogue distribution channels. Telecommunications products are sold primarily by direct sales to customers in the United States and internationally through sales personnel and sales representatives. 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, original equipment manufacturers and electrical contractors for the design of electrical systems to meet the specific requirements of industrial, institutional, commercial and residential users. Hubbell is also represented by sales agents for its lighting fixtures, and electrical wiring devices, and boxes, enclosures, and fittings product lines. The sales of Electrical Segment products accounted for approximately 74% of Hubbell’s revenue in year 2004, 74% in 2003 and 72% in 2002 and 64% in 2001.2002.

POWER SEGMENT

     Power Segment operations design and manufacture a wide variety of construction, switching and protection products, hot line tools, grounding equipment, cover ups, fittings and fasteners, cable accessories, insulators, arresters, cutouts, sectionalizers, connectors and compression tools for the building and maintenance of overhead and underground power and telephone lines, as well as applications in the industrial, construction and pipeline industries.

Electrical Transmission and Distribution Products

     Hubbell manufactures and sells, under the Ohio Brass® registered trademark, a complete line of polymer insulators and high-voltage surge arresters used in the construction of electrical transmission and distribution

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     Hubbell manufactures and sells, under the Chance® trademark, products used in the electrical transmission and distribution and telecommunications industries, including overhead and underground electrical apparatus such as (a) distribution switches (to control and route the flow of power through electrical lines); (b) cutouts, sectionalizers, and fuses (to protect against faults and over-current conditions on power distribution systems); and (c) fiberglass insulation systems (pole framing and conductor insulation).

     Hubbell manufactures and sells, under the Anderson® trademark, electrical connectors and associated hardware including pole line, line and tower hardware, compression crimping tools and accessories, mechanical and compression connectors, suspension clamps, terminals, supports, couplers, and tees for utility distribution and transmission systems, substations, and industry.

     Hubbell manufactures and sells, under the Fargo® trademark, electrical power distribution and transmission products, principally for the utility industry. Distribution products include electrical connectors, automatic line splices, dead ends, hot line taps, wildlife protectors, and various associated products. Transmission products include splices, sleeves, connectors, dead ends, spacers and dampers. Products also consist of original equipment and resale products including substation fittings for cable, tube and bus as well as underground enclosures, wrenches, hydraulic pumps and presses, and coatings.

     Hubbell manufactures and sells, under the Hubbell® trademark, cable accessories including loadbreak switching technology, deadbreak products, surge protection, cable splicing and cable termination products, as well as automation-ready overhead switches and aluminum transformer equipment mounts for transformers and equipment.

Construction Materials/ Tools

     Hubbell manufactures and sells, under the Chance® trademark, (a) line construction materials including power-installed helical earth anchors and power-installed foundations to secure overhead power and communications line poles, guyed and self-supporting towers, streetlight poles and pipelines (Helical Pier® Foundation Systems are used to support homes and buildings, and earth anchors are used in a variety of farm, home and construction projects including tie-back applications); (b) pole line hardware, including galvanized steel fixtures and extruded plastic materials used in overhead and underground line construction, connectors, fasteners, pole and crossarm accessories, insulator pins, mounting brackets and related components, and other accessories for making high voltage connections and linkages; (c) construction tools and accessories for building overhead and underground power and telephone lines; and (d) hot-line tools (all types of tools mounted on insulated poles used to construct and maintain energized high voltage lines) and other safety equipment.

Sales and Distribution of Power Segment Products

     Sales of Power Segment products are made through a Hubbell sales and marketing organization to distributors and directly to users such as electric utilities, mining operations, industrial firms, and engineering and construction firms. While Hubbell believes its sales in this area are not materially dependent upon any customer or group of customers, a decrease in purchases by public utilities does affect this category. The sale of Power Segment products accounted for approximately 19% of Hubbell’s total revenue in year 2004, 19% in 2003 and 20% in 2002 and 25% in 2001.2002.

INDUSTRIAL TECHNOLOGY SEGMENT

     The Industrial Technology Segment consists of operations that design and manufacture test and measurement equipment, high voltage power supplies and variable transformers, industrial controls including motor speed controls, pendant-type push-button stations, overhead crane controls, Gleason Reel® electric cable and hose reels, and specialized communications systems such as intra-facility communications systems, telephone systems, and land mobile radio peripherals. Products are sold primarily to steel mills, industrial

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High Voltage Test and Measurement Equipment

     Hubbell manufactures and sells, under the Hipotronics®, Haefely Test™Test^TM and Tettex® trademarks, a broad line of high voltage test and measurement systems to test materials and equipment used in the generation, transmission and distribution of electricity, and high voltage power supplies and electromagnetic compliance equipment for use in the electrical and electronic industries. Principal products include AC/ DC hipot testers and megohmmeters, cable fault location systems, oil testers and DC hipots, impulse generators, digital measurement systems and tan-delta bridges, AC series resonant and corona detection systems, DC test sets and power supplies, variable transformers, voltage regulators, and motor and transformer test sets.

Industrial Controls and Communication Systems

     Hubbell manufactures and sells a variety of heavy-duty electrical and radio control products which have broad application in the control of industrial equipment and processes. These products range from standard and specialized industrial control components to combinations of components that control industrial manufacturing processes. Standard products include motor speed controls, pendant-type push-button stations, power and grounding resistors and overhead crane controls. Also manufactured and sold are a line of transfer switches used to direct electrical supply from alternate sources, and a line of fire pump control products used in fire control systems.

     Hubbell manufactures, under the Gleason Reel® trademark, industrial-quality cable management products including electric cable and hose reels, protective steel and nylon cable tracks (cable and hose carriers), cable festooning hardware, highly engineered container crane reels and festoons for the international market, slip rings, and a line of ergonomic tool support systems (workstation accessories and components such as balancers, retractors, torque reels, tool supports, boom and jib kits).

     Hubbell manufactures and sells under the GAI-Tronics®trademark, specialized communications systems designed to withstand indoor and outdoor hazardous environments. Products include intra-facility communication systems, telephone systems, and land mobile radio peripherals. These products are sold to oil, gas and petrochemical industries, transportation authorities (for use on public highways and in trains and on train platforms), and the security industry (for use in malls and on college campuses).

Sales and Distribution of Industrial Technology Segment Products

     Hubbell’s Industrial Technology Segment products are sold primarily through direct sales and sales representatives to contractors, industrial customers and original equipment manufacturers, with the exception of high voltage test and measurement equipment which is sold primarily by direct sales to customers in the United States and in foreign countries through its sales engineers and independent sales representatives.

     The sale of products in the Industrial Technology Segment accounted for approximately 7% of Hubbell’s total revenue in year 2004, 7% in 2003 and 8% in 2002 and 11% in 2001.2002.

INFORMATION APPLICABLE TO ALL GENERAL CATEGORIES

International Operations

     Hubbell Ltd.The Company has several operations located in the United KingdomKingdom. Hubbell Limited manufactures and/or markets fuse switches, contactors, selected wiring device products, premise wiring products, specialized control gear, chart recording products, and industrial control products used in motor control applications such as fuse switches and contactors. Chalmit Lighting manufactures and/or markets lighting fixtures designed for hazardous, hostile and corrosive applications. Hawke Cable Glands (“Hawke”) manufactures and/or markets a range of products used in hazardous locations including brass cable glands and cable connectors used in watertight terminations, cable transition devices, utility transformer breathers, enclosures and field bus connectivity components. GAI-Tronics manufactures and/or markets specialized communication systems designed to withstand indoor and outdoor hazardous environments.

     Hubbell Canada Inc.L.P. and Hubbell de Mexico, S.A. de C.V. manufacture and/or market wiring devices, premise wiring products, lighting fixtures and controls, grips, fittings, switches and outlet boxes, hazardous location products, electrical transmission and distribution products and earth anchoring systems. Industrial

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     Harvey Hubbell S.E. Asia Pte. Ltd. (Singapore) markets wiring devices, lighting fixtures, hazardous location products and electrical transmission and distribution products.

     Haefely Test AG in Switzerland designs and manufactures high voltage test and instrumentation systems, and GAI-Tronics in the United Kingdom and Italy designs and manufactures specialized communications systems including closed circuit television systems (CCTV).systems.

     Hubbell also manufactures lighting products, wiring devices, weatherproof outlet boxes, fittings, and power products in Juarez and Tijuana, Mexico. In addition, Hubbell has interests in various other international operations such as a joint venture in Taiwan, and maintains sales offices in Mexico, Singapore, the People’s Republic of China, Hong Kong, South Korea and the Middle East.

     The wiring devices sold by Hubbell’s operations in the United Kingdom, Singapore, Canada and Mexico are similar to those sold in the United States, most of which are manufactured in the United States and Puerto Rico.

     As a percentage of total sales, international shipments from foreign subsidiaries were 10% in 2004, 2003 10% inand 2002 and 11% in 2001, with the Canadian and United Kingdom markets representing approximately 45% and 32%33%, respectively, of the 20032004 total.

Raw Materials

     Principal raw materials used in the manufacture of Hubbell products include steel, brass, copper, aluminum, bronze, plastics, phenolics, zinc, 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, certain of these principal raw materials are sourced from a limited number of suppliers. Also see Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Patents

     Hubbell has approximately 1,1461,150 active United States and foreign patents covering many of its products, which expire at various times. While Hubbell deems these patents to be of value, it does not consider its business to be dependent upon patent protection. Hubbell licenses under patents owned by others, as may be needed, and grants licenses under certain of its patents.

Working Capital

     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

     Backlog of orders believed to be firm at December 31, 20032004 and 20022003 were approximately $114.2$137.5 million and $110.2$114.2 million, respectively. Most of the backlog is expected to be shipped in the current year. Although this backlog is important, the majority of Hubbell’s revenues result from sales of inventoried products or products that have short periods of manufacture.

Competition

     Hubbell experiences substantial competition in all categories of its business, but does not compete with the same companies in all of its product categories. The number and size of competitors vary considerably depending on the product line. Hubbell cannot specify with exactitude the number of competitors in each product category or their relative market position. However, some of its competitors are larger companies with

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Research, Development & Engineering

     Research, development and engineering expenditures represent costs incurred in the experimental or laboratory sense aimed at discovery and/or application of new knowledge in developing a new product, process, or in bringing about a significant improvement in an existing product or process. Research, development and engineering expenses are recorded as a component of Cost of goods sold. Expenses for research, development and engineering were $6.2 million in 2004, $6.3 million in 2003 and $7.1 million in 2002 and $5.9 million in 2001. The decrease in expense in 2003 is attributable to the discontinuance of the lighting entertainment product offering in 2003.2002.

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 our employees and employees of our customers and that ourthe handling, manufacture, use and disposal of hazardous or toxic substances are in accord with environmental laws and regulations.

     Like other companies engaged in similar businesses, the Company has incurred 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 our past experience, insurance coverage and reserves, we dothe Company does not expect that these matters will have a material adverse effectimpact on our consolidated financialearnings, capital expenditures, or competitive position results of operations or cash flows.during the next fiscal year. See also Note 1215 — Commitments and Contingencies in the Notes to Consolidated Financial Statements.

Employees

     As of December 31, 2003,2004, Hubbell had approximately 10,86211,400 salaried and hourly employees. Approximately 7,3007,600 of these employees or 67% are located in the United States. Approximately 50% of Hubbell’s United States employees are represented by twenty-threeeighteen labor unions. Hubbell considers its labor relations to be satisfactory.

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     Hubbell’s principal manufacturing facilities, classified by segment are located in the following areas:

     Additionally, the Company owns or leases warehouses and distribution centers containing approximately 2,135,1002,024,600 square feet. The Company believes its manufacturing and warehousing facilities are adequate to carry on its business activities.

     As described in Note 1215 — Commitments and Contingencies in the Notes to Consolidated Financial Statements, the Company is involved in various legal proceedings, including workers’ compensation, product liability and environmental matters, including, for each, past production of product containing toxic substances, which have arisen in the normal course of its operations and with respect to which the Company is self-insured for certain incidents at various amounts. Management believes, considering ourits past experience, insurance coverage and reserves, that the final outcome of such matters will not have a material adverse effect on the Company’s consolidated financial position.position, results of operations or cash flows.

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     No matters were submitted to a vote of security holders during the fourth quarter of 2003.2004.

Executive Officers of the Registrant

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     There are no family relationships between any of the above-named executive officers.

*	Placed on paid administrative leave on November 5, 2004. For additional details refer to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 5, 2004.
(1)	As of March 5, 2004.4, 2005.

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PART II

     The Company’s Class A and Class B common stocks are principally traded on the New York Stock Exchange under the symbols “HUBA” and “HUBB”. The following tables provide information on market prices, dividends declared, and number of common shareholders.shareholders, and repurchases by the Company of shares of its Class A and Class B common stock.

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Purchases of Equity Securities

     In September 2003, the Company’s Board of Directors approved a stock repurchase program and authorized the repurchase of up to $60.0 million of the Company’s Class A and Class B common stock. Stock repurchases will be implemented through open market and privately negotiated transactions. The timing of such transactions depends on a variety of factors, including market conditions. The program will expire in September 2006. The Company has no other stock repurchase programs.

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     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).

(1)	In 2004, the Company recorded pretax special charges of $16.7 million of which $1.3 million of product rationalization costs were recorded in Cost of goods sold and $15.4 million of costs were recorded as Special charges, net. Of the $16.7 million total, $9.5 million related to the ongoing lighting integration and streamlining program (the “Program”) and $7.2 million pertained to the closure of a wiring device factory, all within the Electrical segment.
(2)	In 2004, the Company recorded a tax benefit of $10.2 million in Provision for income taxes related to the completion of U.S. Internal Revenue Service (“IRS”) examinations for years through 2001.
(3)	In 2003, the Company recorded pretax special charges of $8.1 million in connection with lighting integration and streamlining actions. Of the total $8.1 million, $2.4 million of product rationalization

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	costs were recorded in Cost of goods sold and $5.7 million of other costs were recorded as a Special charge.charges, net.

(2)(4)	In 2002, the Company recorded pretax special charges of $13.7 million which included $5.4 million of product rationalization costs recorded in Cost of goods sold and $8.3 million of other costs recorded as a Special charge.charges, net all within the Electrical segment. In total, $10.3 million of the charge relatesrelated to costs to integrate the lighting companies acquired in 2002. The remaining $3.4 million representsrepresented charges associated with the 2001 streamlining program recorded in 2002 as amounts were spent or specific actions were announced.

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(3)(5)	In 2002, the Company recorded a tax benefit of $10.8 million in connection with the settlement of a fully reserved tax issue with the IRS and a reduction of tax expense as a result of filing amended Federal income tax returns for years 1995-2000 related to increased credits for research and development activities.
(6)	On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets”. As a result of adopting SFAS No. 142, the Company stopped recording goodwill amortization expense. In addition, the Company recorded a goodwill impairment charge of $25.4 million, net of tax, to write-off goodwill associated with one of the reporting units in the Industrial Technology segment. The impairment charge was reported as the cumulative effect of a change in accounting principle.principle in 2002. Included in net income in 2001 and 2000 is goodwill amortization of $6.8 million, net of tax and $7.4 million, net of tax, respectively.
(4)(7)	In the fourth quarter of 2001, the Company recorded a special charge of $56.3 million, partially offset by a $3.3 million reversal of expense relating to the 1997 streamlining program. A portion of the total pretax 2001 charge, $13.0 million, relatesrelated to product rationalization, which was included in Cost of goods sold.
(5)(8)	Special charge (credit) for 2000 reflects a special charge, offset by a reduction in the streamlining program accrual established in 1997. In addition, $20.3 million for product rationalization was included in Cost of goods sold.
(6)(9)	Debt to total capitalization is defined as total debt as a percentage of the sum of total debt and shareholders’ equity.

EXECUTIVE OVERVIEW OF THE BUSINESS

     The Company’sOur business strategy incorporates the following objectives:

•	Transformation of business processes. The Company has committedWe continue to applyingapply lean process improvement techniques throughout the enterprise to eliminate waste and improve efficiency and create speed and certaintyefficiency. We are now in decision making. The Company completed its second fullour fourth year of this initiative in 2003. What began in late 2001adopting lean thinking as a seriesmanagement practice throughout the Company. We have been successful at transforming major areas of shopour factories, warehouses and offices. As a result, we have reduced inventories and floor improvement projects has expanded to include all business processes including new product designspace, and office administration. More than 18 facilitiesgenerated productivity gains in our processes. In 2004, we announced the closure of three factories and over 40% of the Company’s employees were involved in these activities during 2003.a warehouse with operations primarily being consolidated into other existing space.
•	Working capital efficiency. The Company made substantial gains inWe continue to focus on improving our working capital initiatives overefficiency. Working capital efficiency is principally measured as the last two years. For the full year 2003,percentage of trade working capital (inventory, plus accounts receivable, less accounts payable) divided by annual net sales. In 2004, average trade working capital as a percentage of sales was 18.7% versus 21.2% in 2003. Inventory reduction is our largest area of focus to improve working capital efficiency. During 2004, average inventory decreased $50 million and days supply on-hand improved by 20to 54 days over the previous year.from 66 days during 2003. We continue to see opportunity to further reduce inventory days. Accounts receivable days outstanding andhave remained relatively constant while accounts payable days outstanding alsoon a year-to-date basis improved versus 2002. The Company believes there is additional opportunity to improve working capital efficiency.2003.
•	Lighting integration and cost reduction. The Company continuesWe continue to execute a multi-year program to integrate and streamline our lighting businesses after the Company’s original lighting business with the acquired LCA lighting businesses.acquisition of Lighting Corporation of America (“LCA”) in 2002. Actions include facility consolidations, workforce reductions, and product rationalizations. Integral to this initiative is a move toward increased productionproduct and productcomponent sourcing from low cost countries. See discussion under “Special Charges” below.

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•	Global sourcing. The Company continuesWe continue to focus on expanding our global product and component sourcing and supplier cost reduction. During 2003 the value of product procured from low cost sources of supply such as the Far East increased by 53%reduction program. We continue to $134 million. The Company’s active involvement in consolidatingconsolidate suppliers, participating inutilize reverse auctions, and vendor partnering shortenspartner with vendors to shorten lead times, improvesimprove quality and delivery and reducesreduce costs. The Company expectsApproximately 20% of the total value of procured material is currently sourced from low cost countries and we expect to expandincrease this program in 2004.amount over the next several years.
•	Acquisitions in the Company’s core markets. The Company continuesWe continue to seek out prospective acquisitions that would enhance itsour core electrical component businesses – wiring systems, lighting fixtures and controls, rough-in electrical products, and utility products.
•	Common, enterprise-wide business information systems.system. In the third quarter of 2003, the Company announced its decision to pursue the implementation of an enterprise-wide business information system. A multi-year projectprogram is underway to provide a state-of-the-art businessinformation system to meet the needs of our business. Our first SAP implementation successfully took place in the business.fourth quarter of 2004. SAP software will be installed across allthe remaining businesses in a series of staged implementations over the next two years, with the first implementation expected to take place in the second half of 2004.years. The enterprise-wide business system is expected to provide several benefits:

	–	Standardization of business processes and information with improved analysis of business drivers and operational performance.

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	–	Common, standardized interfaces with our customers and suppliers.
	–	Improved support of Hubbell’sour cost reduction and process improvement initiatives.
	–	Rapid integration of acquired businesses.

     In connection with this program, we expensed approximately $10.7 million and $4.0 million in 2004 and 2003, respectively, primarily related to external consulting costs. For the full year 2004, we capitalized $12.8 million of costs (recorded in “Intangible assets and other” in the Consolidated Balance Sheets) associated with the program compared with $3.0 million capitalized in 2003. Total program spending will approximate $50-$60 million, pretax, on the business system initiative — from inception in late 2003 through the end of 2006 — of which approximately $25-$30 million will be capitalized (and amortized over 5 years) and $25-$30 million will be expensed as incurred. From inception through December 31, 2004 we have expensed $14.7 million and capitalized $15.8 million with respect to this program. In addition, amortization expense on the amounts capitalized totaled $0.6 million in 2004. Program expenses are allocated to our three segments on the basis of each segment’s actual net sales as a percentage of consolidated net sales.

OUTLOOK

     Our outlook for 2005 in key areas is as follows:

Markets and Sales

     The Company anticipates a slow recoveryWe anticipate overall conditions to slowly but progressively improve throughout 2005 in most of our major end use markets, including commercial, utility, industrial, and telecommunications. Industrial and commercial construction industrial, and telecommunications markets should continue to improve slowly from the low levels of activity experienced in 2004, while2004. Domestic utility markets are expected to remain unchanged. The residential construction market ismove along with the overall economy. However, we do not anticipate any significant increase in demand for our power products in 2005 from infrastructure changes in the utility industry. Residential markets are expected to remain strong.slow in 2005 following a strong 2004. However, we expect to continue growing this portion of our business with increased market share. The Company expects overall growth in 20042005 sales versus 20032004 to be in a range of 2% – 4%5%-7%, excluding any effects of fluctuations in foreign currency exchange rates. Sales increases compared to 2004 are expected to occur in each segment. However,be balanced across the Electrical segment willsegments. Price increases are expected to contribute the majority1%-2% of this increase.these amounts.

Operating Results

     Full year 20042005 operating profit margin is expected to improve by one percentage point compared with 20032004 primarily as a result of the ongoing lighting integration and streamlining program, expansion of global product sourcing initiatives, new product launches and lean process improvement initiatives. We expect that the pricing actions taken in 2004 as well as additional planned increases in 2005 will offset higher levels of raw

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     The Company expectsWe expect to continue to consolidateintegrate and streamline its core businesses, primarily in the Electrical and Power segments. As a result of productivity improvements already achieved and those planned, the Company expects the level of idle factory and warehouse space will reach the point where consolidation and elimination of factories and warehouses is possible.our operations particularly within our lighting fixtures businesses. These actions could result in charges being recorded in 20042005 related to asset write-downs, severance and other costs to consolidate operations ranging from $15 – $25$20-$30 million. Amounts actually recorded in 20042005 will depend on the nature and timing of when plans are finalized and approved.

     The Company’sOur business information system initiative is expected to facilitate consolidation of business support processes. The Company expects to spend approximately $40 - $60 million in total on its business system initiative over the next 2  1/2 years of which approximately $20 – $30 million of the cost will be capital and $20 – $30 million will be expensed. Management estimates 2004We estimate 2005 expenses will be in a range of $8 – $12$9-$12 million, pretax, with capitalized costs in a range of $10 – $15$10-$15 million.

     Management’sOur plan for a one point improvement in operating margin is prior to the cost of any streamlining or cost reduction charges that may be recorded in 2004.2005.

Taxation

     Management estimatesWe estimate that the effective tax rate in 2005 will be in a range of 27% – 28% in 200429%-30% compared with 26%21.6% reported in 20032004. The increase is primarily due to an anticipated higher level of U.S. taxable income.income and the absence of a tax settlement and refund claim recorded in 2004. The estimated 2005 rate considers the impact of the provision for the U.S. manufacturing deduction under the American Jobs Creation Act of 2004, however, the benefit of this legislation is not expected to be significant.

     The U. S.U.S. federal tax benefits derived from the Company’s Puerto Rico operations are currently set to expire on December 31, 2005. The Company isWe are evaluating alternative methods to mitigate the loss of these benefits prior to the date of expiration.expiration and expect that a portion of these current tax benefits will be maintained primarily through a reorganization of our international operations.

     Also see Note 10 –13 — Income Taxes in the Notes to Consolidated Financial Statements.

Cash Flow

     The Company expectsWe expect to increase working capital efficiency in 20042005 as a result of improvements in days supply of inventory accounts receivable days, and accounts payable days outstanding.outstanding, offsetting slightly higher accounts receivable due to increased sales. Capital spending in 20042005 is expected to be approximately $15 – $20$20-$30 million higher than in 20032004 primarily as a result of the expenditures associated with the construction of our new lighting headquarters facility, the “Hubbell 2006” business system initiative and the lighting integration actions, but still below the level of depreciation expense.numerous other strategic initiatives. Free cash flow (defined as cash flow from operations less capital spending) in 2004, while not expected to reach the record high level attained in 2003,2005 is expected to range from $125 – $175$100-$150 million.

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Growth

     The Company’sOur growth strategy contemplates acquisitions in itsour core businesses. The rate and extent to which appropriate acquisition opportunities become available, acquired companies are integrated and anticipated cost savings are achieved can affect the Company’sour future results.

RESULTS OF OPERATIONS

     The Company’sOur operations are classified into three segments: Electrical, Power, and Industrial Technology. 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 commercial and residential construction, industrial, utility, and telecommunications industries.

     On a year-over-year comparative basis, lowerwe experienced strong end user demand and higher net sales as a result of improved economic conditions in commercial construction, industrial, and utility markets continued to negatively impact the Company’s 2003 results. These declines were offset by stronger demand in residential constructionour served markets. The table below approximates percentages of the Company’sour total 2004 net sales generated by the market segments indicated.

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Served Market Segments

     Full year 20032004 operating results met management’s expectations despite continued weaknessimproved versus 2003 as a result of the higher sales in utility, industrialmost of our served markets, with the exception of non-residential construction, and commercial construction markets served by the Company’s businesses. The following areasinitiatives which contributed to improvedan improvement in operating income margin:

	•	Strong retail and residential construction markets which increased sales and gross profit percentages.
	•	Actions completed under the lighting integration program.program
	•	Workforce reductions of approximately 5% in the first half of 2003 to align resources with demand.Low cost country sourcing
	•	Benefits from investments in lean initiatives. Although it is difficult to quantify the overallactual savings, related to these initiatives, management believes that lean process improvement initiatives have translated into lower costs. Benefits resulting from lean initiatives include:

	–	Space reduction — approximately 150,000In addition to the lighting Program, in June 2004, we announced the closure of a 92,000 square feetfoot wiring device factory in Puerto Rico. In addition, we consolidated warehouse space resulting in the sale of factory floor space throughout the Company has been freed up which results in lower costs, additional capacity for future volume, and the ability to implement future factory consolidations.an excess facility.
	–	Lower inventory levels andmeasured in days supply of inventory on-hand, lower product cost and improved manufacturing through-put.through-put
	–	ReductionExtension of lead timesconcepts to include customers and increased service levels including on-time delivery and stock product fill rates.

     Full year sales and operating income in 2003 also benefited from the following acquisitions that were completed in 2002:

	•	LCA,suppliers to link the domestic lighting fixture business of U.S. Industries, Inc., now known as Jacuzzi Brands, Inc. (“Jacuzzi”), completed in April 2002. LCA manufactures and distributes a wide range of outdoor and indoor lighting products to commercial, industrial, institutional, and residential markets under various brand names. This business was added to the Company’s Electrical segment.full value chain
	•–	Hawke,Integration of concepts into product design and development resulting in new product ideas being introduced with better market acceptance and with a U.K.-based global leader in brass cable glands and connectors, acquired in March 2002, was also addedreduced time to the Company’s Electrical segment.market.

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	•	The utility pole line hardware business of Cooper Power Systems, Inc., a subsidiary of Cooper Industries, Ltd., (“Cooper”) completed in September 2002. This business has been merged with complementary product lines within the Company’s Power segment.

     Hawke and the LCA lighting companies are in businesses that expand the breadth of the current product and brand offerings within the Company’s Electrical segment. The Cooper pole line hardware business complements the existing product lines of the Company’s Power segment and expands the breadth of the current products offered.

Summary of Consolidated Results

2004 Compared to 2003

Net Sales

     Consolidated net sales for the year ended December 31, 2004 were $1,993.0 million, an increase of 13% over the year ended December 31, 2003. All segments contributed to the increase, led by our Electrical and Power segments where sales increased by 12% and 16%, respectively, over amounts reported in 2003. Favorable foreign currency exchange rates increased year-over-year sales by approximately 1%.

     The increase in net sales in 2004 versus 2003 is primarily the result of improved market conditions within each of our business segments. With the exception of non-residential construction markets, higher end user demand was experienced consistently throughout the year and benefited many of our businesses serving

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Gross Profit

     The consolidated gross profit margin for 2004 improved by 100 basis points to 28.2% compared to 27.2% in 2003. The improvement in gross profit margin is attributable to increased sales volume in 2004 compared to 2003, productivity improvements as a result of lean initiatives and streamlining programs and an improvement in sales mix. However, these gains were partially offset by the net impact of higher raw material commodity costs in excess of realized selling price increases and higher freight, transportation and energy costs.

     In total, we estimate that price increases of approximately 1%-2% of net sales were realized to offset raw material commodity cost increases of approximately 2%-3% of sales, resulting in a net shortfall of cost increases versus costs recovered of approximately 1% of net sales or $15-$20 million, split approximately evenly between the Electrical and Power segments. Raw material cost increases were a major management challenge in 2004 as they occurred at frequent intervals across each of our businesses which have products comprised of basic metals. These increases required us to increase selling prices which, due to the competitive nature of our served markets, were often not fully realized or required up to 90-120 days to become effective and begin to offset the higher costs, which in many cases were immediate.

     In our lighting fixtures business, gross profit margins improved as a result of higher volume and cost savings associated with the lighting integration program, partially offset by increased commodity costs. Our wiring systems and electrical products businesses reported increased gross profit percentages in 2004 versus the prior year due to a more favorable product sales mix and productivity improvements. Power segment gross margin improved for the year despite unprecedented increases in commodity costs primarily due to higher volume, increased selling prices and improved factory performance. Gross profit margins in our Industrial Technology segment improved as a result of a more favorable industrial product mix as well as a return to profitability in our high voltage businesses. A pretax gain on sale of a warehouse in the Electrical segment of $1.5 million in 2004 compares with a $1.6 million favorable legal settlement in 2003 in the Power segment.

Selling & Administrative (S&A) Expenses

     S&A expenses were 16.8% of net sales in 2004 compared with 17.2% in 2003. The decrease in S&A expenses as a percentage of sales reflects the leveraging of fixed costs on higher sales and a reduction in customer accounts receivable allowances associated with improved credit quality of certain customers in the Electrical segment. These declines were partially offset by approximately $7 million of increased expenses related to our business system initiative, and higher employee benefits and public company compliance costs.

Special Charges

     See separate discussion on page 20.

Operating Income

     Operating income increased 24% primarily due to the higher sales levels, offset by $8.6 million of higher pretax special charges (including amounts charged to Cost of goods sold). Operating margins improved by one percentage point due to higher sales, improved gross profit margins and lower S&A expenses as a percentage of sales.

Other Income/ Expense

     In 2004, investment income increased $2.8 million versus 2003 due to higher average cash and investment balances and higher average interest rates received on cash and investments. During October 2004, a tax settlement resulted in interest income of $1.0 million. Interest expense was virtually unchanged in 2004

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Income Taxes

     Our effective tax rate was 21.6% in 2004 compared to 26% in 2003. The 2004 rate reflected the impact of tax benefits of $10.2 million recorded in connection with the closing of an IRS examination of our tax returns through 2001, which included refund claims for the years 1995 through 2000 related to research and development activities during these years. Excluding the impact of the tax benefit, the effective tax rate was higher in 2004 versus 2003 as a result of having higher U.S.-based income in 2004 at comparably higher tax rates.

Income and Earnings Per Share

Income and diluted earnings per share in 2004 improved versus 2003 as a result of higher net sales, increased gross profit margins and a lower tax rate, partially offset by increased special charges, higher S&A expenses and an increase in the number of average shares outstanding. The following items affect the comparability of 2004 and 2003 net income and earnings per share (after tax, in millions):

Special Charges

     Full year operating results in 2004, 2003 and 2002 include pretax special charges of $16.7 million, $8.1 million, and $13.7 million, respectively. Approximately $9.5 million of the 2004 cost, all of the 2003 cost and $10.3 million of the 2002 cost relate to programs approved following our acquisition of LCA in April 2002 which were undertaken to integrate and rationalize the combined lighting operations.

The following table summarizes activity with respect to special charges for the three years ending December 31, 2004 (in millions):

*	Included in Cost of goods sold

     The integration and streamlining of our lighting operations is a multi-year initiative. Individual projects within the Program consist of factory, office and warehouse closures, personnel realignments, and costs to streamline and combine product offerings. Total costs from the start of the Program in 2002 through its

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     In December 2002, Phase I of the Program totaling approximately $20 million was approved consisting of many individually identified actions. In connection with these actions, special charges of $5.4 million and $4.9 million were recorded in December 2002 for product line rationalization and business reorganization costs, respectively. The product line rationalization reflected the write-down of discontinued product inventories. Reorganization actions primarily consisted of a factory closure, warehouse consolidations and workforce realignment. In addition, $2.0 million of costs were recorded in 2002 in the purchase accounting for the acquisition of LCA in connection with the closure and consolidation of an acquired LCA business unit’s headquarters location.

     In 2003, Phase I was supplemented to include additional actions related to the discontinuance of an additional product line and the relocation of certain manufacturing operations to an existing facility in Mexico. In total, these actions were approved with a combined budgeted amount of $11.0 million, of which $4.6 million was recorded as a special charge in the second quarter of 2003 related to the discontinuance of our entertainment lighting product offering. The remaining budgeted amount is being expensed as actions are announced or costs are incurred, in accordance with applicable accounting rules. In total, $8.1 million of total budgeted Phase I amounts were expensed in 2003 including $2.4 million of product line inventory write-downs included in Cost of goods sold. In 2004, substantially all of the remaining Phase I actions were completed resulting in $4.0 million of additional special charges. Remaining actions include the sourcing of a product line to a low cost country.

     Phase II of the lighting integration program began in the 2004 second quarter. Many of the actions contemplated are similar to actions completed or underway from Phase I. In the 2004 second quarter, a commercial products plant closure was announced and charges of $3.0 million were recorded, primarily for asset impairments. In the third quarter of 2004, we announced two actions: (1) consolidation of selling, administrative and engineering support functions within the commercial lighting businesses, and (2) the selection of Greenville, SC as the site for a new $36 million lighting headquarters facility to be constructed over the next two years. Finally, in the fourth quarter, a further move of commercial lighting manufacturing to Mexico was approved. The cost of the office functions consolidation is estimated at $5-$7 million. Cash costs are estimated primarily for employee severance and relocation. The cost of the plant consolidations is estimated at $20-$22 million, including capital expenditures of approximately $5.0 million, with the amount fairly evenly split between cash spending and non-cash asset write-offs occurring over the next two years. Through December 31, 2004, approximately $5.0 million of expenses have been recorded for the plant consolidations and $1.0 million for the consolidation of support functions.

     These and additional Phase II actions are, in total, expected to result in $25-$35 million of expenses through the end of 2006. In addition to the announced actions, expenses are expected to be associated with further consolidation of commercial lighting manufacturing operations, as well as further office consolidations. Approximately 70%-80% of the total amount to be expensed is expected to be associated with cash outlays. Excluding the new headquarters facility, an additional $5-$7 million of capital expenditures are forecast to be required for these projects.

     In 2006, an additional $10-$15 million of expense is forecast for final actions associated with the Program. Cash expenditures are estimated to be 60%-80% of this amount.

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     In addition to the lighting Program, in June 2004, we announced the closure of a 92,000 square foot wiring device factory in Puerto Rico. Increased productivity facilitated by lean initiatives and cost savings opportunities resulting from low cost country sourcing contributed to the decision to close this leased facility by the middle of 2005. As a result, $7.2 million in special charges were recorded in the Electrical segment of which $4.9 million related to impairments to fixed assets, $2.0 million provided for severance costs and $0.3 million related to facility exit costs. Only the severance and exit costs will result in a cash outlay.

     Annual, pretax savings from these actions are expected to be $3-$5 million when fully implemented in 2006, with the entire amount benefiting cost of sales in the Electrical segment. Net benefits realized in the segment are likely to be lower and will be used to offset cost increases and other competitive pressures.

     Additional information with respect to special charges is included in Note 2 — Special Charges included in the Notes to Consolidated Financial Statements.

Segment Results

Electrical Segment

     Electrical segment net sales increased 12% in 2004 versus 2003 as a result of improved market conditions, a modest gain in market share and higher average selling prices. We estimate increases in selling prices contributed approximately 1%-2% to the increase in sales in 2004 versus 2003. Lighting fixture sales represented in excess of 50% of total net sales reported in the Electrical segment in both 2004 and 2003.

     By business unit, sales of lighting fixtures increased by double digits with the growth fairly evenly split between residential and commercial and industrial (“C&I”) application products. These results reflect a strong housing market, share gain in residential and commercial application products and higher sales resulting from customer orders placed in advance of selling price increases in the fourth quarter.

     Wiring system sales improved near double digits year-over-year reflecting strong sales of commercial and industrial application wiring device products due to increased end user demand for industrial maintenance, repair and operations products. Rough-in electrical sales increased as a result of strong retail channel sales, new product sales, higher selling prices and modest share of market gains in electrical outlet box sales. Harsh and hazardous sales grew in markets outside the U.S. due to higher oil and gas project shipments and favorable foreign currency exchange rates.

     Operating margin improvement was primarily due to higher gross profit margins driven by higher sales and a favorable mix of higher margin products. Lower product costs resulting from product outsourcing, profitability improvements in connection with our lean initiatives and realized savings from the lighting integration program also contributed to operating margin improvements. Margin improvement occurred in all major product categories within the segment and was particularly strong in wiring devices, commercial lighting fixtures, electrical products and harsh and hazardous businesses where we experienced sales increases in more profitable product categories along with improved factory performance. The segment also benefited from a $1.5 million pretax gain on sale of a warehouse. These margin improvements were partially offset by commodity costs increases in excess of higher selling prices, and higher special charges (see discussion under “Special Charges”). Within S&A, increased spending in connection with the information system initiative was partially offset by a reduction of accounts receivable allowances as a result of the improved financial condition and credit quality of previously reserved customer accounts.

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Power Segment

     Power segment net sales increased 16% in 2004 versus the prior year as a result of increased spending by domestic utility accounts, price increases and increased hurricane and storm related shipments. Price increases were implemented across all product lines where costs rose due to increased metal and energy costs. We estimate that price increases accounted for approximately 3% of the year-over-year sales increase with increased storm-related shipments comprising another 1% of the improvement. Segment operating income increased year-over-year as a result of higher sales, a favorable mix of higher margin products and improved factory performance as a result of our lean initiatives, partially offset by a significant escalation in commodity raw material costs. The commodity cost increases, primarily steel, aluminum, copper and zinc, outpaced our actions to increase selling prices, which typically lag behind the effect of higher costs by 90-120 days. We estimate that the negative impact in 2004 of cost increases in excess of pricing actions was $6 – $8 million for this segment. In addition, segment operating income in 2003 reflected the benefit of a pretax legal settlement of $1.6 million for a patent infringement case.

Industrial Technology Segment

     Industrial Technology segment net sales increased 4% versus 2003 as a result of increased demand for products in heavy industry including industrial controls, reels and other cable management products. These businesses benefited from the improvement in industrial activity and increased capital spending facilitated by higher steel and other metals costs, which benefits many of the customers served by this segment. Operating margins for the full year 2004 improved versus 2003 primarily as a result of a more favorable industrial product mix as well as elimination of losses in our high voltage test and instrumentation businesses as a result of cost reductions.

2003 Compared to 2002

Net Sales

     Consolidated net sales for the year ended December 31, 2003 were $1,770.7 million, an increase of 12% over the year ended December 31, 2002. Although all segments contributed to the increase, the largest increase occurred in the Electrical segment, which benefited from the 2002 acquisitions. Favorable foreign currency exchange rates increased year-over-year sales by approximately 1%.

     On a comparative basis, had the Companywe owned LCA for the entire year in 2002, net sales for the full year 2003 were essentially the same as the full year 2002. Management believesWe believe this is the most relevant sales comparison due to the acquisition of the LCA lighting business in 2002.

     Net sales in 2003 reflect strong residential construction and retail markets where sales increased approximately 18% over the full year 2002, primarily due to higher sales at Progress Lighting. Net sales for 2003 also reflect a modest recovery in industrial markets. However, these favorable sales comparisons were offset by continued weakness in commercial construction, utility, and telecommunications markets. Refer to the table “Served Market Segments” under “Results of Operations” for further details on the extent to which changes in underlying market demand can impact each segment’s revenues. Also refer to “Segment Results” below for more detailed information on performance by segment.

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Gross Profit

     The consolidated gross profit margin for 2003 was 27.2% compared to 25.8% in 2002. The improvement in gross profit margin is attributable to improved margins in the Company’sour lighting business as a result of both higher sales of residential application products and lower commercial and industrial product costs as a result of actions completed under the Company’s lighting integration program.Program. Lower charges to Cost of goods sold under the lighting integration program also contributed to the increase. The Company’sOur wiring systems and electrical products businesses reported modestly lower gross profit percentages in 2003 versus the prior year due to more competitive pricing and higher unabsorbed fixed manufacturing costs, partially offset by productivity improvements. Power segment gross margin improved for the year primarily due to a favorable patent infringement settlement totaling $1.6 million, pretax, recognized in the third quarter of 2003. Gross profit margins in the Company’s Industrial Technology segment improved due to higher margins at the GAI-Tronics specialty communications business.

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Selling & Administrative (S&A) Expenses

     S&A expenses were 17.2% of net sales in 2003 compared with 16.7% in 2002. The increase in S&A expenses as a percentage of sales reflects approximately $4.0 million of expenses related to the Company’sour business system initiative, as well as higher employee benefit, pension and insurance costs.

Special Charges

     See separate discussion below on page 19.20.

Gain on Sale of Business

     See separate discussionIn April 2000, we completed the sale of certain assets of our Pulse Communications, Inc. subsidiary to ECI Telecom Ltd. for a sales price of $61.0 million. We recognized a pretax gain on this sale of $36.2 million. At the time of sale, we retained a contractual obligation to supply product to the buyer at prices below manufacturing cost, resulting in an adverse commitment. In December 2001, we revised the remaining adverse commitment accrual to reflect lower known and projected orders through the contract expiration date and recorded an additional pretax gain on page 22.sale of business of $4.7 million.

     In September 2002, we entered into an agreement modifying the original manufacturing contract. In accordance with the modification agreement, final quantities were shipped and we were released from all service and warranty obligations. In 2002, the total gain recognized from reduction of the contractual obligation provision was $3.0 million, pretax.

Operating Income

     Operating income increased 24% and operating margins improved by one percentage point due primarily to the incremental profit from businesses acquired in 2002. In addition, operating income improved due to a reduction in special charges (including amounts charged to Cost of goods sold) of approximately $5.6 million, operating efficiencies and productivity gains in the Electrical segment, reduced costs from the global sourcing of finished products and component parts, and lean process improvement initiatives. These improvements were partially offset by the business information systems initiative costs and higher employee benefit, pension and insurance costs.

Other Income/ Expense

     In 2003, investment income declined by $2.3 million versus 2002 due to lower average cash and investment balances and lower average interest rates received on cash and investments. Interest expense increased by $2.8 million in 2003 compared to 2002 as a result of higher average long-term debt used to fund the LCA and Hawke acquisitions. The weighted-average interest rate applicable to total debt outstanding during 2003 was 6.5% compared with 5% in 2002. Other income, net, in 2003 was $0.5 million compared to $0.4 million in 2002.

Income Taxes

     The Company’sOur effective tax rate was 26% in 2003 compared to 14.5% in 2002. The 2002 rate reflected the impact of tax benefits of $10.8 million recorded in connection with the settlement of a fully reserved tax issue with the U.S. Internal Revenue Service (“IRS”)

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Income and Earnings Per Share (Before Cumulative Effect of Accounting Change)

     Income and diluted earnings per share before the cumulative effect of an accounting change in 2003 improved versus 2002 as a result of higher net sales and gross profit margins and lower special charges in 2003 compared to 2002, partially offset by higher S&A expenses, higher interest expense and a higher effective tax

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Special Charges

     Full year operating results in 2003, 2002 and 2001 include pretax special charges of $8.1 million, $13.7 million and $53.0 million, respectively. All of the 2003 cost and $10.3 million of the 2002 cost relate to programs approved following the acquisition of LCA which were intended to integrate and rationalize the combined lighting operations of the company within the Electrical segment. Additional information with respect to special charges is included in Note 2 — Special and Non-Recurring Charges included in the Notes to Consolidated Financial Statements.

     In all years, portions of the charges were recorded in Cost of goods sold as opposed to being included in Special charges, net, in accordance with applicable accounting rules. The amounts included in Cost of goods sold total $2.4 million, $5.4 million and $13.0 million in 2003, 2002 and 2001, respectively, and relate to product line inventory write-downs.

     In total, lighting restructuring actions are expected to provide $10 to $15 million in annual pretax savings when fully implemented with approximately one-half of these amounts realized in 2004. However, a portion of these savings have in 2003 and will in future years be used to offset costs and other competitive pressures, rather than adding directly to profit in the Electrical segment. Lighting integration actions announced and recorded through December 31, 2003 have been substantially completed. However, additional programs are expected to be approved in 2004. Also see the discussion under “Outlook” included in this Management’s Discussion and Analysis.

     Special Charges — 2003

     The 2003 charges resulted from the following actions:

     Lighting Integration — ($8.1 million, pretax)

     Costs incurred in 2003 related to the following programs:

	•	Discontinuance of entertainment lighting product offering — ($4.6 million)
	•	Facility exit, relocation and integration costs — ($3.3 million, net)
	•	Outdoor Architectural business unit reorganization — ($0.2 million)

     Special Charges — 2002

     Full year operating results in 2002 included special charges of $13.7 million comprised of lighting integration actions of $10.3 million and $3.4 million of costs incurred related to the 2001 streamlining and cost reduction program (the “Plan”).

     Lighting integration costs consisted of product rationalization costs of $5.4 million associated with inventory write-downs (recorded in Cost of goods sold) and integration and reorganization cost of $4.9 million (recorded in Special charges). The integration and reorganization costs primarily related to an office relocation and manufacturing facility closure and consisted of severance costs of $1.8 million, asset write-downs of $2.4 million and exit costs of $0.7 million.

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     Special Charges — 2001

     Full year operating results in 2001 included special charges of $56.3 million offset by a $3.3 million reduction in the streamlining program accrual established in 1997. These net costs, which were recorded in the fourth quarter of 2001, totaled $53 million ($35.5 million net of tax), of which $40 million was reported as special charges and $13 million was included in Cost of goods sold.

     The Plan is expected to provide $20 million in ongoing annual savings primarily realized through lower manufacturing, selling and administrative costs which have been substantially achieved in 2003. Savings were realized approximately equally in each segment. The Electrical segment benefited from product outsourcing and reduced overhead in electrical products and lighting due to facility consolidation and headcount reductions. In the Power segment, a facility closure reduced the manufacturing cost of certain apparatus products and reduced administrative costs. In the Industrial Technology segment, the actions improved profitability by reducing overhead costs through facility consolidation and headcount reduction. As with the lighting integration actions noted above, a portion of these savings have in 2003 and will in future years be used to offset costs and other competitive pressures, rather than adding directly to profit.

     2001 Non-Recurring Charge

     In 2001, non-recurring charges of $7.7 million were incurred related to (1) environmental remediation actions at two previously exited facilities in anticipation of their divestiture and (2) costs associated with an acquisition that was not expected to be completed.

Segment Results

Electrical Segment