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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10Q

[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2002.
[   ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from            to

Commission File Number 1-2958

HUBBELL INCORPORATED

(203) 799-4100
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [X]   No   [   ]

The number of shares of registrant’s classes of common stock outstanding as of November 11, 2002 were:

Class A ($.01 par value)                                                                                9,671,623
Class B ($.01 par value)                                                                              49,459,372

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HUBBELL INCORPORATED

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HUBBELL INCORPORATED

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

See notes to consolidated financial statements.

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HUBBELL INCORPORATED

Consolidated Balance Sheets
(in millions)

See notes to consolidated financial statements.

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HUBBELL INCORPORATED

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

See notes to consolidated financial statements.

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HUBBELL INCORPORATED
Notes to Consolidated Financial Statements
September 30, 2002
(unaudited)

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 for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. Certain prior year amounts have been reclassified to conform with the current year presentation.
		The balance sheet at December 31, 2001 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 United States of America for complete financial statements.
		For further information, refer to the consolidated financial statements and footnotes thereto included in the Hubbell Incorporated Annual Report on Form 10-K for the year ended December 31, 2001.
2.		Inventories are classified as follows (in millions):

3.		Business Combinations
		Acquisitions
		In March 2002, Hubbell entered into an agreement to acquire the LCA Group, Inc. (“LCA”), the domestic lighting business of U.S. Industries, Inc. The transaction was completed on April 26, 2002. The purchase price for the acquisition was approximately $234.6 million in cash, including fees and expenses. This amount is net of a $10 million payment received by Hubbell in the second quarter representing an initial net worth purchase price adjustment and an additional $7.8 million final payment received in October 2002.
		LCA manufactures and distributes a wide range of outdoor and indoor lighting products to commercial, industrial and residential markets under various brand names, including Alera, Kim, Spaulding, Whiteway, Moldcast, Architectural Area Lighting, Columbia, Keystone, Prescolite, Dual-Lite and Progress. Hubbell financed the acquisition of LCA with available cash and through the issuance of $200.0 million of long-term notes in May, 2002 (See Note 6).

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The following table summarizes the preliminary allocation of the assets acquired and liabilities assumed at April 26, 2002 using preliminary determinations of fair market valuations (in millions):

		At September 30, 2002, goodwill related to the acquisition amounted to $59.8 million, representing the difference between the purchase price of $234.6 million and the net assets acquired of $174.8 million. In total, $80.5 million of the total preliminary purchase price has been allocated to goodwill and identifiable intangible assets deemed to have indefinite lives (primarily trademarks/trade names). Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, which is expected to be deductible for federal tax purposes. Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, (“SFAS 142”) is effective for all business combinations that are completed after June 30, 2001. SFAS 142 requires a non-amortization, impairment only approach to accounting for goodwill and indefinite lived intangibles.
		As indicated, the recorded allocation of purchase price and determination of goodwill related to the LCA acquisition at September 30, 2002 remains preliminary. The allocation of purchase price is subject to the finalization of plans related to the cost of facility rationalization and organizational realignment of the Company’s combined lighting businesses.
		The following unaudited pro forma data summarize the results of operations for the periods indicated as if the acquisition of LCA had been completed as of the beginning of the periods presented. The pro forma data give effect to actual operating results prior to the acquisition and includes adjustments to interest expense and other costs associated with the combination. No effect has been given to cost reductions or operating synergies in this presentation. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the beginning of the periods presented or that may be obtained in the future (in millions):

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		Management believes that the combination of the LCA brand names acquired and Hubbell’s existing lighting brands will create leading market positions in many sub-segments of the domestic lighting fixtures industry. Further, the acquisition adds complimentary products to the Company’s current product offering and is expected to enhance the ability of the Company to attract premium manufacturers’ representatives in key markets, which is the primary channel to market in the domestic lighting fixtures business. The acquired businesses are included in the Company’s Electrical segment beginning on the acquisition date of April 26, 2002. The Company expects its lighting operations to generate annual sales in excess of $800 million due to the combination of LCA with the Company’s existing lighting operations.
		In March 2002, the Company completed the purchase of the common stock of Hawke Cable Glands Limited (“Hawke”) for $27.3 million in cash, including fees and expenses. Based in the United Kingdom, Hawke is a leading supplier of products used in harsh and hazardous locations worldwide including brass cable glands and cable connectors, cable transition devices, utility transformer breathers, stainless steel and nonmetallic enclosures and field bus connectivity components. Hawke complements the product offering of the Company’s Killark brand electrical components and is included in the Electrical segment. Hawke is expected to add approximately $18-20 million in net sales annually. At September 30, 2002, goodwill related to the acquisition amounted to $15.0 million, representing the difference between the purchase price and the net assets acquired of $12.3 million. In total, $15.9 million of the purchase price has been allocated to goodwill and assets deemed to have indefinite lives. The allocation of the final purchase price is subject to final valuations of the assets that are scheduled to be completed before the end of 2002.
		Dispositions
		In April 2000, the Company completed the sale of its WavePacer Digital Subscriber Line (“WavePacer”) assets, part of Pulse Communications, Inc., for a sales price of $61.0 million. The transaction produced a gain on sale of $36.2 million in 2000. At the time of sale, the Company retained a contractual obligation to supply product to the buyer at prices below manufacturing cost, resulting in an adverse commitment.
		In September 2002, the Company entered into an agreement modifying the original manufacturing contract. In accordance with the modification agreement, final quantities were shipped and the Company was released from all service and warranty obligations. As a result, the Company reversed the remaining accrual and recorded a gain on sale of $1.6 million in the third quarter of 2002. For the first nine months of 2002, the total gain from reduction of the contractual obligation provision was $3.0 million.
4.		Goodwill and Other Intangible Assets/Earnings Per Share
		The following table sets forth a reconciliation of net income and earnings per share for the three and nine months ended September 30, 2002, reflecting the impact of adopting the goodwill amortization provisions of SFAS 142, on January 1, 2002 (in millions except per share data).

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		Upon adoption of SFAS 142 on January 1, 2002, the Company stopped recording goodwill amortization, which in the third quarter and nine months ended September 30, 2001, respectively, totaled $1.6 million and $4.8 million, after tax. During the 2002 third quarter, the Company completed the initial impairment tests of the recorded value of goodwill, as is required by the Standard. As a result of this process, the Company identified one reporting unit within the Industrial Technology segment with a book value, including goodwill, which exceeded its fair market value. Thereafter, the implied fair value of the goodwill for this reporting unit was calculated, which resulted in a non-cash impairment of $25.4 million, net of tax, or $0.43 per share-diluted to write-down the full value of the reporting unit’s goodwill. This non-cash charge is reported as the cumulative effect of a change in accounting principle retroactive to January 1, 2002, and is therefore reflected as an adjustment to year-to-date net income. Fair values were calculated using a range of future operating results and primarily a discounted cash flow model. The Company expects to perform its annual impairment assessment in the second quarter of each year, unless circumstances dictate the need for more frequent assessments.
		Changes in the carrying amount of goodwill for the nine months ended September 30, 2002, by segment, were as follows:

		Additions to goodwill relate to the acquisitions of Hawke and LCA and are based on preliminary allocations of the related acquisition costs. These allocations are scheduled to be completed by the end of 2002. Impairment losses reflect a reduction for the impairment of goodwill for the high voltage reporting unit within the Industrial Technology segment, in accordance with the transition provisions of SFAS No. 142 (See Note 4).
		As of September 30, 2002, the Company has $7.8 million of intangible assets, net of accumulated amortization of $2.1 million, which are being amortized. Approximately $5.7 million of the intangible assets with definitive lives were acquired through the acquisition of Hawke and relate primarily to patents.
5.		Tax Settlement
		In June 2002, the Company settled a fully reserved tax audit issue with the Internal Revenue Service (“IRS”) resulting in a cash payment of $15.7 million and the recording of $5.0 million of income as a result of being reserved at an amount in excess of the agreed settlement.
6.		Long-Term Debt
		During the 2002 second quarter, the Company completed the sale of $200.0 million of long-term, senior, unsecured notes maturing in 2012 and bearing interest at the rate of 6.375%. The proceeds from the note issuance were used to fund the acquisition of LCA (see Note 3). In connection with the issuance of the notes, the Company entered into a forward interest rate lock to hedge its exposure to fluctuations in treasury rates, which resulted in a loss of approximately $1.3 million during the second quarter. This amount has been recorded in other comprehensive income and will be amortized over the life of the notes.

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7.

Shareholders’ Equity comprises (in millions):

8.		Special and Non-Recurring Charges
		Operating results in the second half of 2001 reflect special and non-recurring charges of $56.3 million offset by a $3.3 million reduction in the special charge accrual established in 1997 ($35.5 million net of tax, or $0.60 per diluted share).
		The 2001 streamlining and cost reduction program is comprised of a variety of individual programs and was primarily undertaken to reduce the productive capacity of the Company and realign employment levels to better match with lower actual and forecast rates of incoming business. In total, the plan is expected to require a cumulative charge to profit and loss of approximately $61-62 million. In addition to the 2001 charge of $56.3 million, expenses totaling approximately $5-6 million are expected to be charged against profit in 2002, as costs are incurred and specific actions are announced and implemented. Of the total amount expected to be incurred as a 2002 charge, $0.5 and $2.2 million were charged against profit in the third quarter and first nine months of 2002, respectively, primarily relating to planned severance and facility relocation costs incurred. Offsetting these costs in the 2002 third quarter was a reversal of $0.9 million of amounts reserved for other severance and plant exit costs that are no longer required in accordance with management’s ongoing review.
		The following table sets forth the components and status of the streamlining and cost reduction program at September 30, 2002 (in millions):

Substantially all actions contemplated are scheduled for completion by December 31, 2002. Cash expenditures under the plan through September 30, 2002 total approximately $13 million for severance and other costs of facility closings. Including the remaining amounts to be charged against earnings in 2002, future cash expenditures of $8-10 million are expected to be incurred. In addition, cash proceeds of approximately $9-11 million from asset sales are also expected of which approximately $5.5 million was realized in October 2002.

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9.

Comprehensive Income:

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