Item 1. Business
29K characters. Original on sec.gov ·
Item 1. Business
Hubbell Incorporated (herein referred to as “Hubbell”, the “Company”, the “registrant”, “we”, “our” or “us”, which references shall include its divisions and subsidiaries as the context may require) was founded as a proprietorship in 1888, and was incorporated in Connecticut in 1905. Hubbell is a global manufacturer of quality electrical products and utility solutions for a broad range of customer and end-market applications. Our mission is to enable its customers to operate critical infrastructure safely, reliably and efficiently. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, the People’s Republic of China (“China”), the United Kingdom (“UK”), Brazil, Australia, Spain and Ireland. Hubbell also participates in joint ventures in Hong Kong and the Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East.
The Company’s reporting segments consist of the Electrical Solutions segment (formerly named the Electrical segment through December 31, 2020) and the Utility Solutions segment (formerly named the Power segment through December 31, 2019). In the first quarter of 2020 our former Power segment was re-named Utility Solutions to reflect the depth and breadth of our industry-leading offering for electric, water, gas and telecom utilities ranging from a wide variety of critical infrastructure components to full-scale smart grid solutions. See also Item 7. Management’s Discussion and Analysis – “Executive Overview of the Business”, and “Results of Operations” as well as Note 20 — Industry Segments and Geographic Area Information in the Notes to Consolidated Financial Statements.
The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the Investor Relations section of the Company’s website at http://www.hubbell.com as soon as practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on the Company’s website or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report.
Electrical Solutions Segment
The Electrical Solutions segment (54% of consolidated revenues in 2020, 57% in 2019 and 59% in 2018) comprises businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, connector and grounding products, lighting fixtures and controls, components and assemblies for the natural gas distribution market, as well as other electrical equipment.
Electrical Solutions segment products are typically used in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians, utilities, and telecommunications companies. In addition, certain of our businesses design and manufacture industrial controls and communication systems used in the non-residential and industrial markets. Many of these products are designed such that they can also be used in harsh and hazardous locations where a potential for fire and explosion exists due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in the oil and gas (onshore and offshore) and mining industries. We also offer a variety of lighting fixtures, wiring devices and electrical products that have residential and utility applications, including residential products with Internet-of-Things ("IoT") enabled technologies.
These products are primarily sold through electrical and industrial distributors, home centers, retail and hardware outlets, lighting showrooms and residential product oriented internet sites. Special application products are primarily sold through wholesale distributors to contractors, industrial customers and original equipment manufacturers (“OEMs”).
Hubbell maintains a sales and marketing organization to assist potential users with the application of certain products to their specific requirements, as well as to assist architects, engineers, industrial designers, OEMs and electrical contractors in the design of electrical systems to meet the specific requirements of industrial, non-residential and residential users. Hubbell is also represented by independent manufacturers’ sales agents for many of its product offerings.
| HUBBELL INCORPORATED - Form 10-K | 3 |
The Electrical Solutions segment, manufactures and sells thousands of wiring and electrical products, lighting fixtures and controls for indoor and outdoor applications as well as specialty lighting and wireless and data communications products. The segment also includes businesses that manufacture main-to-meter gas distribution products. The products within the segment have applications in the non-residential, residential, industrial, and energy-related (oil and gas) markets. Fast growing trends within the industry are the adoption of light emitting diode (“LED”) technology as the light source, as well as products with embedded IoT technologies. The Company has a broad array of LED-luminaire products within its portfolio and the majority of new product development efforts are oriented towards expanding those offerings. Within the Electrical Solutions segment, products include items such as:
| Commercial and Industrial | |||||||||||||||||
| • | Wiring devices & accessories | • | Junction boxes, plugs & receptacles | • | Cable reels | ||||||||||||
| • | Switches & dimmers | • | Steel & plastic enclosures | • | Datacom connectivity & enclosures | ||||||||||||
| • | Ground fault devices | • | Pin & sleeve devices | • | Electrical motor controls | ||||||||||||
| Lighting | |||||||||||||||||
| • | Canopy lights | • | Parking lot/parking garage fixtures | • | Decorative landscape fixtures | ||||||||||||
| • | Emergency lighting/exit signs | • | Bollards | • | Fluorescent fixtures | ||||||||||||
| • | Floodlights & poles | • | Bath/vanity fixtures & fans | • | Ceiling fans | ||||||||||||
| • | LED components | • | Chandeliers & sconces | • | Site & area lighting | ||||||||||||
| • | Recessed, surface mounted & track fixtures | • | Athletic & recreational field fixtures | • | Occupancy, dimming & daylight harvesting sensors | ||||||||||||
| Construction and Energy | |||||||||||||||||
| • | Mechanical connectors | • | Gas connectors and assemblies | • | Specialty communications equipment | ||||||||||||
| • | Mechanical grounding devices | • | Installation tooling | • | Mining communication & controls | ||||||||||||
| • | Compression connectors | • | Specialty lighting | • | Cable glands & fittings | ||||||||||||
| • | Safety equipment |
These products are sold under various brands and/or trademarks, including:
| Commercial and Industrial | |||||||||||||||||||||||||||||
| • | Hubbell® | • | Bell® | • | Raco® | • | Gleason Reel® | • | ACME Electric® | ||||||||||||||||||||
| • | Kellems® | • | TayMac® | • | Hipotronics® | • | Powerohm® | • | EC&M Design® | ||||||||||||||||||||
| • | Bryant® | • | Wiegmann® | • | AccelTex Solutions™ | • | iDevices® | ||||||||||||||||||||||
| Lighting | |||||||||||||||||||||||||||||
| • | Kim Lighting® | • | Beacon Products™ | • | Spaulding Lighting™ | • | Kurt Versen® | • | Litecontrol® | ||||||||||||||||||||
| • | Sportsliter Solutions™ | • | Columbia Lighting® | • | Alera Lighting® | • | Prescolite® | • | Dual-Lite® | ||||||||||||||||||||
| • | Security Lighting™ | • | Progress Lighting Design® | • | Hubbell® Outdoor Lighting™ | • | Architectural Area Lighting™ | ||||||||||||||||||||||
| Construction and Energy | |||||||||||||||||||||||||||||
| • | Burndy® | • | Killark® | • | GAI-Tronics® | • | Gas Breaker® | • | R.W. Lyall™ | ||||||||||||||||||||
| • | CMC® | • | Hawke™ | • | Chalmit™ | • | Connector Products™ | • | Continental® | ||||||||||||||||||||
| • | Austdac™ | • | AEC™ |
| 4 | HUBBELL INCORPORATED - Form 10-K |
Utility Solutions Segment
The Utility Solutions segment (46% of consolidated revenues in 2020, 43% in 2019 and 41% in 2018) consists of operations that design, manufacture and sell transmission and distribution components primarily for the electrical utilities industry. The water and gas utilities, telecommunications utility, civil construction and transportation industries are also served. Products are sold directly to utilities, and through distributors, as well as to contractors and construction and engineering firms. The 2018 acquisition of Meter Readings Holding Group, LLC ("Aclara Technologies" or "Aclara") expanded the Utility Solutions portfolio to include endpoint metering devices and sensors, advanced metering infrastructure communications, and software and installation services sold to electrical, water, and gas utilities. While Hubbell believes its sales in this area are not materially dependent upon any customer or group of customers, a substantial decrease in purchases by electrical utilities would affect this segment.
Hubbell's Utility Solutions segment manufactures and sells a wide variety of electrical distribution, transmission, substation and telecommunications products. These products and services include items such as:
| • | Arresters | • | Bushings | • | Grounding & bonding equipment | ||||||||||||
| • | Cutouts & fuse links | • | Insulators | • | Programmable reclosers | ||||||||||||
| • | Pole line hardware | • | Cable terminations & accessories | • | Sectionalizers | ||||||||||||
| • | Helical anchors & foundations | • | Formed wire products | • | Lineman tools, hoses & gloves | ||||||||||||
| • | Overhead, pad mounted & capacitor switches | • | Splices, taps & connectors | • | Polymer concrete and fiberglass enclosures and equipment pads | ||||||||||||
| • | Advanced metering infrastructure | • | Meters and edge devices | • | Meter installation services | ||||||||||||
| • | Utility asset protection equipment | • | Distribution switch controllers |
These products are sold under the following brands and/or trademarks:
| • | Aclara® | • | Chance® | • | Anderson® | • | PenCell® | ||||||||||||||||
| • | Fargo® | • | Hubbell® | • | Polycast® | • | Opti-loop Design® | ||||||||||||||||
| • | Quazite® | • | Quadri*sil® | • | Trinetics® | • | Reuel® | ||||||||||||||||
| • | Electro Composites® | • | USCO™ | • | CDR™ | • | RFL Design® | ||||||||||||||||
| • | Hot Box® | • | PCORE® | • | Delmar™ | • | Turner Electric® | ||||||||||||||||
| • | EMC™ | • | Longbow™ | • | Ohio Brass® | • | Meramec® | ||||||||||||||||
| • | Reliaguard® | • | Greenjacket® | • | Armorcast® | • | Beckwith Electric™ |
Organizational Changes
Effective January 1, 2021 the Company consolidated the three business groups within its Electrical segment, and renamed the segment as Hubbell Electrical Solutions ("Electrical Solutions"). The Electrical Solutions segment unites businesses with similar operating models, products, and go to market strategies under one operating banner and common leadership to drive synergies and long-term growth opportunities.
Also effective January 1, 2021 the Company moved its Hubbell Gas Connectors and Accessories business, from the Electrical Solutions segment to the Utility Solutions segment to create synergies with the existing gas products already offered within the Utility Solutions segment and to better serve its utility customers. The Hubbell Gas Connectors and Accessories business represented approximately $157.1 million of net sales and $19.4 million of operating profit in 2020. The Company will report its segment results under this revised reporting structure beginning with the filing of its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2021.
| HUBBELL INCORPORATED - Form 10-K | 5 |
Information Applicable to Our Business
International Operations
The Company has several operations located outside of the United States. These operations manufacture, assemble and/or procure and market Hubbell products and services for both the Electrical Solutions and Utility Solutions segments.
See Note 20 — Industry Segments and Geographic Area Information in the Notes to Consolidated Financial Statements and Item 1A. Risk Factors relating to manufacturing in and sourcing from foreign countries.
Customers
We have an extensive customer base of distributors, wholesalers, electric utilities, OEMs, electrical contractors, telecommunications companies and retail and hardware outlets. We are not dependent on a single customer, however, our top ten customers account for approximately 42% of our net sales.
Raw Materials
Raw materials used in the manufacture of Hubbell products primarily include steel, aluminum, brass, copper, bronze, zinc, nickel, plastics, phenolics, elastomers and petrochemicals. Hubbell also purchases certain electrical and electronic components, including solenoids, lighting ballasts, printed circuit boards, integrated circuit chips and cord sets, from a number of suppliers. Hubbell is not materially dependent upon any one supplier for raw materials used in the manufacture of its products and equipment and, at the present time, raw materials and components essential to its operation are in adequate supply. However, some of these principal raw materials are sourced from a limited number of suppliers. See also Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Patents
Hubbell has approximately 2,600 active United States and foreign patents covering a portion of its products, which expire at various times. While Hubbell deems these patents to be of value, it does not consider its business to be dependent upon patent protection. Hubbell also licenses products under patents owned by others, as necessary, and grants licenses under certain of its patents.
Working Capital
Inventory, accounts receivable and accounts payable levels, payment terms and, where applicable, return policies are in accordance with the general practices of the electrical products industry and standard business procedures. See also Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Backlog
Substantially all of the backlog existing at December 31, 2020 in the Electrical Solutions segment is expected to be shipped to customers in 2021. In the Utility Solutions segment, the backlog existing at December 31, 2020 includes backlog expected to be shipped during 2021, along with $305 million of backlog of contracts that span multiple years, primarily related to long-term contracts of the Aclara business to deliver and install meters and grid monitoring sensor technology. The backlog of orders believed to be firm at December 31, 2020 was approximately $1,065.8 million compared to $1,037.0 million at December 31, 2019. Although this backlog is important, the majority of Hubbell’s revenues result from sales of inventoried products or products that have short periods of manufacture.
Competition
Hubbell experiences substantial competition in all categories of its business, but does not compete with the same companies in all of its product categories. The number and size of competitors vary considerably depending on the product line. Hubbell cannot specify with precision the number of competitors in each product category or their relative market position. However, some of its competitors are larger companies with substantial financial and other resources. Hubbell considers product performance, reliability, quality and technological innovation as important factors relevant to all areas of its business and considers its reputation as a manufacturer of quality products to be an important factor in its business. In addition, product price, service levels and other factors can affect Hubbell’s ability to compete.
Environment
The Company is subject to various federal, state and local government requirements relating to the protection of employee health and safety and the environment. The Company believes that, as a general matter, its policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury to its employees and its customers’ employees and that the handling, manufacture, use and disposal of hazardous or toxic substances are in accordance with environmental laws and regulations.
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Like other companies engaged in similar businesses, the Company has incurred or acquired through business combinations, remedial response and voluntary cleanup costs for site contamination, and is a party to product liability and other lawsuits and claims associated with environmental matters, including past production of products containing toxic substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue to arise in the future. However, considering past experience and reserves, the Company does not anticipate that these matters will have a material adverse effect on earnings, capital expenditures, financial condition or competitive position. See also Item 1A. Risk Factors and Note 15 — Commitments and Contingencies in the Notes to Consolidated Financial Statements.
Human Capital
Our commitment to developing our employees is one of four pillars that guide Hubbell as a company. We recruit, hire, and develop talent that meets and anticipates the ever-changing needs of our enterprise, while fostering an inclusive and diverse workplace. Hubbell provides market competitive compensation, health and well-being programs, and retirement benefits based on the countries and markets in which we operate to motivate market-leading performance.
As of December 31, 2020, Hubbell had approximately 19,100 salaried and hourly employees of whom approximately 10,500, or 55%, are located in the United States. Approximately 2,700 of these U.S. employees are represented by 8 labor unions. Hubbell considers its labor relations to be satisfactory and regularly engages with its labor unions.
Hubbell is committed to fostering an environment that respects and encourages individual differences, diversity of thought, and talent. We strive to create a workplace where employees feel that their contributions are welcomed and valued, allowing them to fully engage their talents and training in their work, while generating personal satisfaction in their role within Hubbell. Hubbell has created a multi-year, enterprise-wide strategy dedicated to evolving our inclusive culture while addressing underrepresentation across our company. As of December 31, 2020, 32% of our employees identify as female, and within the United States, 28% identify as female and 38% are racially diverse. Hubbell has also joined the Paradigm for Parity coalition, with over 100 companies in committing to achieve gender parity in its senior leadership by 2030.
Across, the enterprise, there are a variety of ways we invest in our people to learn - on the job, in the classroom, through self-directed learning, or through leadership programs. We have expanded our learning management system (known as Hubbell University) to make new content and training available to our employees. The Company has also expanded leadership development programs and continues to expand internship programs to continue to develop new talent.
The Company also fosters and encourages its employees to give back to their communities. In 2020, Hubbell launched its inaugural Hubbell Helping Hands dedicated month of service, making October, 2020 an annual month of volunteerism focus for the Company. The Company also introduced a new Volunteer Paid Time Off policy in 2020.
As a manufacturing company we focus on protecting the health and safety of our employees. We dedicate resources to track and monitor safety and recordable incidents using an enterprise-wide data management system. As a result, the total recordable incident rate has decreased 42% over the last 5 years and the days away restricted rate has decreased 39% over the last 5 years.
In 2020, Hubbell's top priority has been to take appropriate actions to protect the health and safety of our employees as a result of the COVID-19 pandemic. We have adjusted standard operating procedures within our business operations to ensure the continued safety of those within our locations and we continually monitored evolving health guidelines to ensure ongoing compliance and protection of our employees. These procedures include expanded and more frequent cleaning within facilities, implementation of appropriate social distancing programs, shift changes, requiring use of certain personal protective equipment, screening protocols and work from home programs, as applicable, as well as facilitating remote work programs where practicable. In March, 2020, the Company implemented an emergency paid leave program that provided employees paid time off in certain situations triggered by the COVID-19 pandemic.
During the second quarter of 2020 we provided certain U.S. and Mexican hourly and salaried employees involved in the ongoing operations of our plants and warehouse with appreciation pay.
In addition to the foregoing, the Company also invested in various programs to support employees' mental and physical health during the pandemic. We will continue to evolve these programs to protect the health and safety of our employees.
| HUBBELL INCORPORATED - Form 10-K | 7 |
Information about our Executive Officers
| Name (1) | Age | Present Position | Business Experience | |||||||||||
| Gerben W. Bakker | 56 | President and Chief Executive Officer | Present position since October 1, 2020; previously, President and Chief Operating Officer June 6, 2019 to October 1, 2020; Group President, Power Systems February 1, 2014 to June 6, 2019; Division Vice President, Hubbell Power Systems, Inc. (“HPS”) August 2009 - February 2014; President, HPS Brazil June 2005 - July 2009; Vice President, Sourcing, HPS March 2004 - May 2005. | |||||||||||
| William R. Sperry | 58 | Executive Vice President, Chief Financial Officer | Present position since May 5, 2020; previously, Executive Vice President, Chief Financial Officer and Treasurer June 6, 2019 to May 2020; Senior Vice President and Chief Financial Officer June 6, 2012 to June 6, 2019; Vice President, Corporate Strategy and Development August 15, 2008 to June 6, 2012; Managing Director, Lehman Brothers August 2006 to April 2008; various positions, including Managing Director, of J.P. Morgan and its predecessor institutions, 1994-2006. | |||||||||||
| Jonathan M. Del Nero | 49 | Vice President, Controller | Present position since January 15, 2021; previously, Assistant Controller June 14, 2014, to January 15, 2021; Executive Director, Financial Reporting, Aetna June 2011 to June 2014; Senior Manager, Technical Accounting, Stanley Black and Decker June 2009 to June 2011; Manager of Accounting Policy, The Hartford September 2008 to June 2009; various positions at CIGNA March 2003 to September 2008. | |||||||||||
| Allan J. Connolly | 53 | President, Utility Solutions Segment | Present position since July 1, 2019 (the Utility Solutions Segment was formerly known as the Power Systems Group); previously, President, Aclara February 2018 to June 28, 2019; President and Chief Executive Officer of Aclara May 2014 to February 2018; Chief Operating Officer of Culligan International July 2012 to January 2014; Executive Vice President of Operations, Engineering and N.A. Industrial of Culligan International November 2006 to July 2012; Vice President of Research, Development & Engineering of Culligan International April 2006 to November 2006; General Manager Technology; GE Power & Water March 2003 to April 2006. | |||||||||||
| Katherine A. Lane | 43 | Vice President, General Counsel and Secretary | Present position since June 6, 2019; previously, Vice President, Acting General Counsel and Secretary March 2019 to June 6, 2019; Vice President, Associate General Counsel June 2017 to March 2019; Vice President, Legal, Hubbell Commercial & Industrial September 2015 to June 2017; Senior Counsel, Hubbell Electrical Systems May 2014 to September 2015; Corporate General Attorney August 2010 to May 2014. Previously, various positions in private practice in law firms based in Massachusetts and Connecticut. | |||||||||||
| Peter J. Lau | 41 | President, Electrical Solutions Segment | Present position since August 3, 2020; previously President of Honeywell Fire and Electrical Products (Honeywell) April 2019-August 2020; President of the global security business, Honeywell 2018-2019; CEO, International, Current, powered by GE 2016-2018; various positions at GE Lighting 2005-2016. | |||||||||||
| Stephen M. Mais | 56 | Senior Vice President, Human Resources | Present position since May 3, 2016; previously Vice President, Human Resources, August 2005 - May 2016; Director, Staffing and Capability, Pepsi Bottling Group (“Pepsi”) 2001-2005; Director, Human Resources Southeastern U.S., Pepsi 1997-2001. |
*(1)*As of February 11, 2021, there are no family relationships among any of the above-named executive officers and any of our directors. For information related to our Board of Directors, refer to Item 10. Directors, Executive Officers and Corporate Governance.
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