Hubbell (HUBB) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A14 rewritten21 added13 removed197 unchanged
All filing items1,031 rewritten293 added433 removed1,939 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 2 new, 0 reworded and 25 unchanged since FY2021. 2 headings from FY2021 no longer appear.
- Sentence by sentence, 293 added, 433 removed, 1,031 rewritten and 1,939 unchanged across 16 items that differ.
New Item 1A headings (2)
- Inflation and other adverse conditions may adversely affect our business results of operations and financial condition.
- Changes in tax law relating to multinational corporations could adversely affect our tax position.
Removed Item 1A headings (2)
- New regulations on employers concerning COVID-19 vaccination mandates or testing of U.S.-based employees could have an adverse impact on our business and results of operations.
- Tax legislation may materially adversely affect our financial condition, results of operations and cash flows.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
14 rewritten, 21 added, 13 removed, 197 unchanged
[removed: The global COVID-19 pandemic has led to significant] [added: This includes, but is not limited to,] global supply chain shortages for materials and component parts used in our products and associated escalating prices.
Although economic conditions have generally improved [removed: during 2021,] [added: since] the [added: height of the pandemic, the] strength of the economic recovery is uncertain and may vary across industries, customers and from country to country.
Our international operations accounted for approximately [removed: 9%] [added: 8%] of our Net sales in [removed: 2021.][added: 2022.]
In March 2021, the UK’s Financial Conduct Authority, which regulates LIBOR, announced that [added: for] most tenors of the USD LIBOR, rates [removed: will] [added: would] cease to be published after June 30, 2023, and one-week and two-month LIBOR [removed: will cease] [added: ceased] being published [added: as of] December 31, 2021.
As of December 31, [removed: 2021,] [added: 2022,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $2,552.8] [added: $2,640.4] million.
All of these risks are also applicable where Hubbell relies on outside vendors to provide services, which may operate in an [removed: on-line,] [added: online,] or “cloud,” environment.
We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 42%] [added: 43%] of our Net sales.
[removed: Tax legislation] [added: Inflation and other adverse conditions] may [removed: materially] adversely affect our [removed: financial condition,] [added: business] results of operations and [removed: cash flows.][added: financial condition.]
Over the last [removed: four] [added: five] years, the U.S. government has announced and, in some cases, implemented a new approach to trade policy, including renegotiating, or potentially terminating, certain existing bilateral or multi-lateral trade agreements, such as the North American Free Trade Agreement ("NAFTA"), which was replaced by the U.S.-Mexico-Canada Agreement, on July 1, 2020, and proposed trade agreements, like the Trans-Pacific Partnership ("TPP"), from which the United States has formally withdrawn, as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum.
[removed: Various] [added: In recent years, various] countries, and regions, including, without limitation, China, Mexico, Canada and Europe, have announced plans or intentions to impose or have imposed tariffs on a wide range of U.S. products in retaliation for new U.S. tariffs.
In [removed: 2016,] [added: 2020,] the United Kingdom [removed: voted to leave] [added: exited] the European Union (“EU”) (commonly referred to as “Brexit”).
[removed: As a result of the referendum, the UK exited the EU on January 31, 2020 under a transitional trade arrangement (generally preserving the status quo) that was replaced by a definitive agreement at the end of 2020; however, the] [added: The] long-term effects of Brexit, including the UK's relationship with the EU and other countries, including the U.S., remains unclear.
We conduct business in both the UK and EU and shipments from our UK subsidiaries represented 3% of our total Net sales in both [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 8] | | | [removed: 15] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
The COVID-19 pandemic continues to cause disruption to the global economy, including in all of the regions in which we, our suppliers, distributors, business partners, and customers do business.
We continue to monitor the pandemic, and while periodic local increases and decreases in COVID-19 cases are likely, generally the restrictions due to and in response to the pandemic continue to relax in most locations.
However, the COVID-19 pandemic and efforts to manage it, including those by governmental authorities, have had, and could continue to have, an adverse effect on the economy and our business in many ways.
Our operating results can be sensitive to changes in general economic conditions, inflation, economic slowdowns, stagflation and recessions.
Our sales are subject to market conditions that may cause customer demand for our products to be volatile and unpredictable, particularly in our Electrical Solutions segment.
Product demand can be affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors.
We have recently experienced significant inflationary pressure across much of our business.
Global supply chains continue to struggle to keep up with increasing demand due to the lingering impact of the COVID-19 pandemic.
The resulting supply chain issues and increased demand have also led to increased freight, labor and commodity costs.
In addition, various factors, including the level of economic activity in China and the conflict in Ukraine, has added to the volatility in energy costs.
We have had to take various pricing actions to cover the higher costs and protect our margin profile.
There can be no assurance that we will be able to maintain our margins in response to further changes in inflationary pressures.
In addition, macroeconomic effects such as increases in interest rates and other measures taken by central banks and other policy makers could have a negative effect on overall economic activity that could reduce our customers’ demand for our products.
Adverse changes in demand could impact our business, collection of accounts receivable and our expected cash flow generation from current and acquired businesses, which may adversely impact our financial condition and results of operations.
Changes in tax law relating to multinational corporations could adversely affect our tax position.
Government agencies, and the Organisation for Economic Co-operation and Development (“OECD”) have focused on issues related to the taxation of multinational corporations.
One example is in the area of “base erosion and profit shifting,” for which the OECD has released several components of its comprehensive plan that have been adopted and expanded by many taxing authorities to address perceived tax abuse and inconsistencies between tax jurisdictions.
As a result, the tax laws in countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business and financial statements.
Environmental laws and regulations have generally become stricter in recent years.
For example, increases in energy demand and supply disruptions caused by the conflict in Ukraine have resulted in significantly higher energy prices, particularly in Europe.
Persistent high energy prices and the potential for further supply disruptions, may have an adverse impact on our business.
The global spread of COVID-19 has created significant volatility, uncertainty and economic disruption, including significant volatility in the capital markets.
The extent to which the COVID-19 pandemic impacts our business, operations, financial results and the trading price of our common stock will depend on numerous evolving factors that we may not be able to accurately predict, as there are no comparable recent events that provide guidance as to the potential effect of the spread of a global pandemic.
These include: the duration and scope and possible resurgence of the pandemic or continued emergence of new strains of COVID-19, such as the Delta and Omicron variants; the availability of an effective vaccine and the speed with which it is administered to the public; governmental, business individuals' actions that have been and continue to be taken in response to the pandemic (including mitigation efforts such as stay at home and other social distancing orders) and the impact of the pandemic on economic activity and actions taken in response (including stimulus efforts such as the Families First Coronavirus Act and the CARES Act).
We have adjusted standard operating procedures within our business operations to ensure continued safety of those within our locations and are continually monitoring evolving health guidelines, as well as market conditions, and responding to changes as appropriate; however, we cannot be certain that these efforts will prevent further disruption due to shutdowns or other pandemic mitigation efforts and could have a material adverse effect on our results of operations and liquidity.
This situation is changing continually, and additional effects may arise that we are not presently aware of or that we currently do not consider to be significant risks to our operations.
If we are not able to respond to and manage the impact of such events effectively, our business and financial condition could be negatively impacted.
New regulations on employers concerning COVID-19 vaccination mandates or testing of U.S.-based employees could have an adverse impact on our business and results of operations.
On November 5, 2021, the Occupational Safety and Health Administration (OSHA) issued an emergency testing standard (ETS), which required employers with 100 or more employees to develop, implement and enforce a mandatory COVID-19 vaccination policy, unless they adopt a policy requiring employees to choose to either be vaccinated or undergo regular COVID-19 testing.
Although the ETS was withdrawn effective January 26, 2022 OSHA is not withdrawing the ETS as a proposed rule.
We cannot currently predict the impact the OSHA proposed rule, if adopted, or any executive order that may be issued in the future would have on our workforce, and additional vaccine mandates may be announced within the jurisdictions in which our businesses operate.
However, the implementation of these requirements may result in an increase in attrition rates or absenteeism within our skilled labor force, challenges securing future labor needs, inefficiencies connected to employee turnover, and costs associated with implementation and on-going compliance, which could have a material adverse effect on our business, financial condition, and results of operations.
The recent U.S. federal elections could provide an environment for future corporate tax legislative activity that could have a material adverse effect on us.
In addition, foreign jurisdictions may enact tax legislation that could alter the manner in which corporations are subject to tax in their jurisdictions that could significantly affect our ongoing operations.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
226 rewritten, 58 added, 190 removed, 363 unchanged
We provide utility and electrical solutions that enable our customers to operate critical infrastructure reliably and efficiently, and we empower and energize communities through [removed: innovation] [added: innovative] solutions supporting energy infrastructure In Front of the Meter, on The Edge, and Behind the Meter.
Behind the Meter is where owners and operators of [removed: building] [added: buildings, industrial facilities] and other critical infrastructure consume energy.
The Company employed approximately [removed: 19,300] [added: 16,300] individuals worldwide as of December 31, [removed: 2021.][added: 2022.]
[removed: The Company's] [added: Our] long-term strategy is to serve [removed: its] [added: our] customers with reliable and innovative electrical and related infrastructure solutions with desired brands and high-quality service, delivered through a competitive cost structure; to complement organic revenue growth with acquisitions that enhance its product offerings; and to allocate capital effectively to create shareholder value.
The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure, [removed: and] effectiveness and efficiency of our workforce.
We continue to expand our efforts [removed: surrounding] [added: related to] global product and component sourcing and supplier cost reduction programs.
[removed: Disposition] [added: On February 1, 2022, the Company completed the sale] of the Commercial and Industrial Lighting [removed: Business][added: business (the "C&I Lighting business") to GE Current, a Daintree Company.]
The current and prior period results presented [removed: within] [added: below represent the results of our] continuing [removed: operations] [added: operations, and] exclude the results of the [removed: Commercial and Industrial] [added: C&I] Lighting [removed: business, transaction and separation costs, and tax effects of the transaction,] [added: business] which are presented within [added: cash provided by] discontinued operations.
Notwithstanding a general improvement in conditions and reduction of adverse effects from the [removed: pandemic,] [added: COVID-19 pandemic that began in the first quarter of 2020,] as of December 31, [removed: 2021] [added: 2022] there continues to be significant uncertainty around the scope, severity, and duration of the pandemic, as well as the breadth and duration of business disruptions related to it and the overall impact on the U.S., global economies, and our operating results in future periods.
Additionally, as economies have re-opened, global supply chains have struggled to keep up with increasing demand, and the resulting supply chain disruptions have, in certain cases, affected our ability to ship [added: finished] products in a timely manner.
These supply chain disruptions and the increase in demand have also led to increased freight, labor and commodity [removed: cost that affected our operating margin in 2021, and those disruptions and increased cost may] [added: costs, which are expected to] persist [removed: through 2022.][added: into 2023.]
Our operations are classified into two reportable segments: [removed: Electrical] [added: Utility] Solutions and [removed: Utility] [added: Electrical] Solutions.
In [removed: 2021,] [added: 2022,] Net sales increased by [removed: 13.9 percent] [added: 18.0%] or [removed: $511.6] [added: $754] million and organic Net sales(1) increased by [removed: 9.7 percent] [added: 17.5%] or [removed: $356] [added: $732] million on favorable price realization along with higher volumes, as further discussed in segment results below.
Operating margin [removed: declined] [added: increased] in [removed: 2021,] [added: 2022,] by [removed: 70] [added: 160] basis points and adjusted operating margin(1) [removed: declined] [added: increased] by [removed: 90] [added: 140] basis points, driven by [removed: material cost inflation] [added: price realization] that exceeded [removed: favorable price realization, and higher freight, logistics and manufacturing costs, partially offset by] [added: material cost inflation,] higher [removed: volumes] [added: unit volume] and savings from our restructuring and related [removed: actions] [added: actions, partially offset by higher freight, logistics] and [added: manufacturing costs, as well as other inflationary cost increases in excess of] productivity [removed: initiatives.][added: and increased investment in our business.]
Net income [added: from Continuing Operations] attributable to Hubbell increased by [removed: 10.6 percent] [added: 40.1%] in [removed: 2021] [added: 2022] compared to the prior year and diluted earnings per share [added: from Continuing Operations] increased by [removed: 10.3 percent.][added: 41.6%.]
Adjusted net income [added: from continuing operations] attributable to Hubbell(1) increased by [removed: 13.1 percent] [added: 30.3%] in [removed: 2021] [added: 2022] compared to the prior year and adjusted diluted earnings per [removed: share(1)] [added: share from continuing operations(1)] increased by [removed: 12.7 percent] [added: 31.9%] in [removed: 2021.][added: 2022.]
Free cash flow(2) was [removed: lower] [added: higher] in [removed: 2021] [added: 2022] at [removed: $423.5] [added: $506.9] million as compared to [removed: $520.1] [added: $423.5] million in the prior year.
In [removed: 2021] [added: 2022] we paid [removed: $216.9] [added: $229.6] million in shareholder dividends, an increase of [removed: 7.7 percent] [added: 5.9%] as compared to the prior year, while also [removed: reducing our debt by $144.8 million.][added: repurchasing $182 million of shares in 2022.]
(1) Organic Net sales, adjusted operating margin, adjusted net income [added: from continuing operations] attributable to Hubbell and adjusted diluted earnings per share [added: from continuing operations] are non-GAAP financial measures.
| | | | [removed: 2021] [added: 2022] | | | % of Net sales | | | [removed: 2020] [added: 2021] | | | % of Net sales | | | [removed: 2019] | | | [removed: % of Net sales] | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | | $ | [removed: 4,194.1] [added: 4,947.9] | | | | | $ | [removed: 3,682.5] [added: 4,194.1] | | | | | [removed: $] | [removed: 3,946.6] | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | [removed: 3,042.6] [added: 3,476.3] | | | [removed: 72.5] [added: 70.3] | | % | [removed: 2,596.7] [added: 3,042.6] | | | [removed: 70.5] [added: 72.5] | | % | [removed: 2,775.0] | | | [removed: 70.3] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Gross profit | | | [removed: 1,151.5] [added: 1,471.6] | | | [removed: 27.5] [added: 29.7] | | % | [removed: 1,085.8] [added: 1,151.5] | | | [removed: 29.5] [added: 27.5] | | % | [removed: 1,171.6] | | | [removed: 29.7] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Selling & administrative expenses | | | [removed: 619.2] [added: 762.5] | | | [removed: 14.8] [added: 15.4] | | % | [removed: 591.3] [added: 619.2] | | | [removed: 16.1] [added: 14.8] | | % | [removed: 644.9] | | | [removed: 16.3] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Operating income | | | [removed: 532.3] [added: 709.1] | | | [removed: 12.7] [added: 14.3] | | % | [removed: 494.5] [added: 532.3] | | | [removed: 13.4] [added: 12.7] | | % | [removed: 526.7] | | | [removed: 13.3] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Net income from continuing operations | | | [removed: 371.1] [added: 516.8] | | | [removed: 8.8] [added: 10.4] | | % | [removed: 334.7] [added: 371.1] | | | [removed: 9.1] [added: 8.8] | | % | [removed: 368.0] | | | [removed: 9.3] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Less: Net income from continuing operations attributable to noncontrolling interest | | | [removed: (6.1)] [added: (5.5)] | | | (0.1) | | % | [removed: (4.7)] [added: (6.1)] | | | (0.1) | | % | [removed: (6.5)] | | | [removed: (0.2)] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Net Income From Continuing Operations Attributable to Hubbell Incorporated | | | [removed: 365.0] [added: 511.3] | | | [removed: 8.7] [added: 10.3] | | % | [removed: 330.0] [added: 365.0] | | | [removed: 9.0] [added: 8.7] | | % | [removed: 361.5] | | | [removed: 9.2] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Income from discontinued operations, net of tax | | | [removed: 34.5] [added: 34.6] | | | [removed: 0.8] [added: 0.7] | | % | [removed: 21.2] [added: 34.5] | | | [removed: 0.6] [added: 0.8] | | % | [removed: 39.4] | | | [removed: 1.0] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Net income attributable to Hubbell Incorporated | | | [removed: 399.5] [added: 545.9] | | | [removed: 9.5] [added: 11.0] | | % | [removed: 351.2] [added: 399.5] | | | 9.5 | | % | [removed: 400.9] | | | [removed: 10.2] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | |
| Less: Earnings allocated to participating securities | | | [removed: (1.2)] [added: (1.4)] | | | | | | (1.2) | | | | | | [removed: (1.4)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income available to common shareholders | | | [removed: 398.3] [added: 544.5] | | | | | | [removed: 350.0] [added: 398.3] | | | | | | [removed: 399.5] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Average number of diluted shares outstanding | | | [removed: 54.7] [added: 54.1] | | | | | | [removed: 54.5] [added: 54.7] | | | | | | [removed: 54.7] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DILUTED EARNINGS PER SHARE - CONTINUING OPERATIONS | | | $ | [removed: 6.66] [added: 9.43] | | | | | $ | [removed: 6.04] [added: 6.66] | | | | | [removed: $] | [removed: 6.59] | | | | | | | | | | | | | | | | | | | | | | | | | |
| DILUTED EARNINGS PER SHARE - DISCONTINUED OPERATIONS | | | $ | [removed: 0.62] [added: 0.64] | | | | | $ | [removed: 0.39] [added: 0.62] | | | | | [removed: $] | [removed: 0.72] | | | | | | | | | | | | | | | | | | | | | | | | | |
- Income tax effects of the above adjustments which are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise [removed: noted][added: noted.]
| | | | [removed: 2021] [added: 2022] | | | % of Net sales | | | [removed: 2020] [added: 2021] | | | % of Net sales | | | [removed: 2019] | | | [removed: % of Net sales] | | | | | | | | | | | |
| Gross profit (GAAP measure) | | | $ | [removed: 1,151.5] [added: 1,471.6] | | [removed: 27.5%] [added: 29.7%] | | | $ | [removed: 1,085.8] [added: 1,151.5] | | [removed: 29.5%] [added: 27.5%] | | | [removed: $] | [removed: 1,171.6] | | [removed: 29.7%] | | | | | | | | | | | |
| Amortization of acquisition-related intangible assets | | | [removed: 27.5] [added: 30.7] | | | | | | [removed: 26.1] [added: 27.5] | | | | | | [removed: 24.0] | | | | | | | | | | | | | | |
| Adjusted gross profit | | | $ | [removed: 1,179.0] [added: 1,502.3] | | [removed: 28.1%] [added: 30.4%] | | | $ | [removed: 1,111.9] [added: 1,179.0] | | [removed: 30.2%] [added: 28.1%] | | | [removed: $] | [removed: 1,195.6] | | [removed: 30.3%] | | | | | | | | | | | |
The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part II, Item 8 of this Annual Report on Form 10-K.
This section of this Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.
Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form-10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on February 11, 2022.
Our reporting segments consist of the Utility Solutions segment, that has leading position in Front of the Meter and at The Edge and the Electrical Solutions segment that is positioned Behind the Meter.
Our sales are also subject to market conditions that may cause customer demand for our products to be volatile and unpredictable, particularly in our Electrical Solutions segment.
Product demand can be affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors.
We have recently experienced significant inflationary pressure across much of our business.
We have had to take various pricing actions to cover the higher costs and protect our margin profile.
Because we expect inflation to remain a factor for the foreseeable future, we expect to continue these pricing actions subject, however, to demand and market conditions.
Accordingly, there can be no assurance that we will be able to maintain our margins in response to the continuation or worsening of inflationary pressures.
In addition, macroeconomic effects such as increases in interest rates and other measures taken by central banks and other policy makers could have a negative effect on overall economic activity that could reduce our customers’ demand for our products.
Discontinued Operations
The disposal of the C&I Lighting business met the criteria set forth in ASC 205-20 to be presented as a discontinued operation.
The C&I Lighting businesses' results of operations and the related cash flows have been reclassified to income from discontinued operations in the Consolidated Statements of Income and cash flows from discontinued operations in the Consolidated Statement of Cash Flows, respectively, for all periods presented.
For additional information regarding this transaction and its effect on our financial reporting, see Note 2 – Discontinued Operations, in the accompanying Consolidated Financial Statements, which note is incorporated herein by reference.
- 2022 - Pension settlement charges of $7.0 million.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The increase in S&A expense and adjusted S&A expense as a percentage of Net sales is primarily due to the impact of higher personnel cost and other cost inflation that was partially offset by a benefit from an increase in Net sales volume.
The increase in the effective tax rate is primarily due to favorable tax effects from stock-based compensation in 2021 that were higher as compared to 2022, as well as increased earnings in higher taxed jurisdictions in 2022.
The increase in net income from continuing operations and adjusted net income from continuing operations is primarily the result of higher operating income, driven by higher Net sales, and operation margin expansion, partially offset by an increase in the effective tax rate.
Income from discontinued operations, net of taxes for the year ended December 31, 2022 and December 31, 2021 includes pre-tax transaction and separation costs of $8.8 million and $7.0 million, respectively.
The provision for income taxes from discontinued operations in 2021 includes a one-time tax benefit of $25.1 million related to book-to-tax basis differences that was recognized in the period the business was classified as held-for-sale.
The provision for income taxes from discontinued operations in 2022 reflects the tax effect of the book gain on sale.
The following table reconciles our Organic Net sales growth to the directly comparable GAAP financial measure (in millions and percentage change):
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Operating margin in 2022 increased to 15.3% as compared to 12.2% in 2021.
The following table reconciles our Organic Net sales growth to the directly comparable GAAP financial measure (in millions and percentage change):
Operating margin in 2022 was impacted primarily due to favorable price realization that was in excess of material cost inflation and higher unit volume, partially offset by higher freight, logistics and manufacturing costs, as well as other inflationary costs increases in excess of productivity, and higher intangible amortization expense.
2022 Compared to 2021
The increase compared to the prior year is primarily due to higher net income, partially offset by changes in the components of working capital, as we invested in working capital to serve customer demand and growth in our order backlog.
That change was driven by $332.8 million in net proceeds from the disposal of the C&I Lighting business, partially offset by cash used of $177.1 million to acquire PCX Holdings LLC ("PCX"), Ripley Tools, LLC and Nooks Hill Road, LLC (collectively, "Ripley Tools") and REF Automation Limited and REF Alabama Inc. (collectively "REF") during 2022 and additional capital expenditures as we continue to invest in capacity expansion, automation and productivity initiatives.
The change in cash flows from financing activities primarily reflects an increase of $170.8 million of the Company's share repurchases in 2022 compared to 2021, partially offset by change in net borrowings.
In July 2022, the Company acquired all of the issued and outstanding membership interests of PCX for a cash purchase price of approximately $112.8 million, net of cash acquired.
PCX is a leading designer and manufacturer of factory built modular power solutions for applications in the data center market.
This business is reported in the Electrical Solutions segment.
In July 2022, the Company also acquired all of the issued and outstanding membership interests of Ripley Tools for a cash purchase price of approximately $50.1 million, net of cash acquired.
Ripley Tools is a leading manufacturer of cable and fiber prep tools and test equipment that serves both the utility and communications markets.
This business is reported in the Utility Solutions segment.
In November 2022, the Company acquired all of the issued and outstanding equity interests of REF for a cash purchase price of $14.1 million.
The Company’s reporting segments consist of the Electrical Solutions segment (previously named Electrical until January 1, 2021) and the Utility Solutions segment (formerly named the Power segment).
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.
Results for 2021, 2020 and 2019 by segment are included under “Segment Results” within this Management’s Discussion and Analysis.
On October 26, 2021, Hubbell entered into a definitive agreement to sell its Commercial and Industrial Lighting business to GE Current, a Daintree company, for a cash purchase price of $350 million, subject to customary adjustments with respect to working capital and net indebtedness.
The Commercial and Industrial Lighting business had sales of approximately $509 million in 2021 as part of the Electrical Solutions segment and designs, manufactures, and sells LED lighting and control solutions for commercial and industrial customers.
As a result of the agreement, the Commercial and Industrial Lighting business met the criteria for presentation as a discontinued operation.
On February 1, 2022 we completed the previously announced sale.
See Note 2 - Discontinued Operations, in the Notes to the Consolidated Financial Statements for further details.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
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 information provided in the Consolidated Financial Statements and related notes reflects the impact of this change for all periods presented.
During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19).
U.S. federal, state, local, and foreign governments reacted to the public health crisis with mitigation measures, creating significant uncertainties in the U.S. and global economies, including the shutdown of large portions of, or imposition of restrictions on, the U.S. and global economies.
The COVID-19 pandemic continues to pose the risk that our employees, contractors, suppliers, customers and other business partners may be prevented from conducting business activities, partially or completely, for an indefinite period of time, including due to the continued emergence of new strains of COVID-19, such as the Delta and Omicron variants and resulting shutdowns that may be requested or mandated by governmental authorities or imposed by our management, or that the pandemic may otherwise interrupt or impair business activities.
President Biden has announced an executive order mandating COVID-19 vaccination of U.S. based employees of companies that work on, or in support for, federal contracts which was blocked by the U.S. Supreme Court in January 2022, and the Occupational Safety and Health Administration (OSHA) issued an emergency testing standard (ETS), which required employers with 100 or more employees to enforce a mandatory COVID-19 vaccination policy, unless they adopt a policy requiring employees to choose to either be vaccinated or undergo regular COVID-19 testing.
Although the ETS was withdrawn effective January 26, 2022, OSHA is not withdrawing the ETS as a proposed rule.
On December 7, 2021, a judge in the U.S. District Court for the Southern District of Georgia issued a preliminary injunction, halting the government's enforcement of the federal contractor vaccine mandate nationwide.
We cannot currently predict the impact that the OSHA proposed rule, if adopted would have on our workforce, our ability to secure skilled labor in the future, or the cost of implementation and compliance with such rule and the executive order.
Further quantification and discussion of these pandemic related effects are included in the discussion of results of operations below.
- 2020 - A pension settlement charge of $7.6 million.
- 2019 - A $21.7 million gain on the disposition of the Haefely business and a $5.0 million investment loss.
| Loss on investment | | | — | | | | | | — | | | | | | 5.0 | | | | | | | | | | | | | | |
For 2019, the gain on the disposition of business was not taxable in the jurisdiction of sale but resulted in additional U.S. and Canadian tax and adjustments were made accordingly.
Furthermore, no tax effects are reflected for the loss on investment because the Company recorded a full valuation allowance against the loss based on its evaluation that it is more likely than not that the benefit of the realized loss will not be recognized for tax purposes.
Net sales of $4,194.1 million in 2021 increased by $511.6 million, or 13.9% compared to 2020.
Cost of Goods Sold
Gross Profit
Selling & Administrative Expenses
The decrease in adjusted S&A expense as a percentage of Net sales is primarily due to higher organic sales and a reduction of bad debt expense in 2021 compared to 2020, partially offset by the impact of compensation actions and other cost reductions in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
Total Other Expense
Income Taxes
The decrease in the effective tax rate is primarily due to favorable tax effects from stock based compensation and statute of limitation expirations on certain tax reserves as compared to 2020.
Adjusted net income from continuing operations attributable to Hubbell was $441.7 million in 2021 and increased 13.1% as compared to 2020 primarily as a result of higher operating income, driven by higher Net sales, a decrease in the effective tax rate, and lower non-service pension costs and interest expense.
The operating results of the Commercial and Industrial Lighting business have been reflected as discontinued operations.
In addition, the year ended December 31, 2021 includes pre-tax separation and transactions costs of $7.0 million and a one-time tax benefit of $25.1 million related to the realization of book to tax basis differences.
An excerpt. Shown here: 40 of 226 rewritten, 40 of 58 added and 40 of 190 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
12 rewritten, 2 added, 3 removed, 43 unchanged
In [removed: 2021,] [added: 2022,] we manufactured and/or assembled products in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Spain and Australia and sold products in those markets as well as through offices in Singapore, Italy, China, Mexico, and South Korea and countries in the Middle East.
In [removed: 2021,] [added: 2022,] Hubbell also participated in joint ventures in Hong Kong and the Philippines.
As a percentage of the Company’s total Net sales, shipments from foreign operations directly to third parties were [removed: 9%] [added: 8%] in [removed: 2021,] [added: 2022,] 9% in [removed: 2020] [added: 2021] and [removed: 10%] [added: 9%] in [removed: 2019,] [added: 2020,] with the Canadian and UK operations representing approximately [removed: 36%] [added: 32%] and [removed: 29%,] [added: 31%,] respectively, of [removed: 2021] [added: 2022] total international Net sales.
Product purchases representing approximately [removed: 17%] [added: 15%] of our Net sales are sourced from unaffiliated suppliers located outside the United States, primarily in [added: Mexico,] China and other Asian countries, [removed: Europe] [added: Europe, India] and Brazil.
Such actions include careful selection of products to be outsourced and the suppliers selected; ensuring multiple sources of supply; limiting concentrations of activity by port, broker, freight forwarder, etc.; processes related to quality control; and maintaining control over operations, technologies and manufacturing deemed to provide [added: a] competitive advantage.
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 43] [added: 39] | | |
As of December 31, [removed: 2021,] [added: 2022,] the long-term debt outstanding related to the fixed-rate senior notes was $1,450.0 million.
The following table presents cost and weighted average interest rate information related to financial instruments that are sensitive to changes in interest rates, by maturity at December 31, [removed: 2021] [added: 2022] (dollars in millions):
| | | | [removed: 2022 | | |] 2023 | | | 2024 | | | 2025 | | | 2026 | | | [added: 2027 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/21] [added: 12/31/22] | | |
| Senior Notes | | | $ | — | | $ | — | | $ | — | | $ | [removed: —] [added: 400.0] | | $ | [removed: 400.0] [added: 300.0] | | $ | [removed: 1,050.0] [added: 750.0] | | $ | 1,450.0 | | $ | [removed: 1,524.5] [added: 1,306.5] | |
| Avg. interest rate | | | — | | | — | | | — | | | [removed: —] [added: 3.35] | | [added: %] | [removed: 3.35] [added: 3.15] | | % | [removed: 3.06] [added: 3.02] | | % | | | | | | |
| [removed: 44] [added: 40] | | | HUBBELL INCORPORATED - *Form 10-K* | | |
| Available-for-sale investments | | | $ | 14.4 | | $ | 17.0 | | $ | 10.2 | | $ | 8.6 | | $ | 2.3 | | $ | 10.1 | | $ | 62.6 | | $ | 61.4 | |
| Avg. interest rate | | | 4.38 | | % | 3.95 | | % | 3.73 | | % | 4.88 | | % | 4.57 | | % | 3.28 | | % | | | | | | |
Further discussion of forward exchange contracts can be found in Note 15 — Financial Instruments and Fair Value Measurement in the Notes to Consolidated Financial Statements.
| Available-for-sale investments | | | $ | 9.4 | | $ | 14.7 | | $ | 11.1 | | $ | 6.4 | | $ | 5.1 | | $ | 6.6 | | $ | 53.3 | | $ | 54.0 | |
| Avg. interest rate | | | 4.28 | | % | 3.83 | | % | 3.83 | | % | 3.52 | | % | 4.88 | | % | 2.35 | | % | | | | | | |
Item 1. Business
24 rewritten, 6 added, 28 removed, 114 unchanged
The Company’s reporting segments consist of the [removed: Electrical] [added: Utility] Solutions segment and the [removed: Utility] [added: Electrical] Solutions segment.
The Electrical Solutions segment [removed: (44%] [added: (42%] of consolidated revenues in [removed: 2021,] [added: 2022,] 44% in [removed: 2020] [added: 2021] and [removed: 45%] [added: 44%] in [removed: 2019)] [added: 2020)] comprises businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, connector and grounding products, and lighting fixtures, as well as other electrical equipment.
Brands and/or trademarks of products of the Electrical [added: Solutions] segment include:
| • | | | CMC® | | | • | | | Hawke™ | | | • | | | Chalmit™ | | | [added: •] | | | [added: PCX™] | | | | | | | | |
The Utility Solutions segment [removed: (56%] [added: (58%] of consolidated revenues in [removed: 2021,] [added: 2022,] 56% in [removed: 2020] [added: 2021] and [removed: 55%] [added: 56%] in [removed: 2019)] [added: 2020)] consists of businesses that design, manufacture, and sell a wide variety of electrical distribution, transmission, substation, and telecommunications products, which support applications In Front of the Meter.
This includes utility transmission & distribution (T&D) components such as arresters, insulators, connectors, anchors, bushings, [added: enclosures, cutoffs] and [removed: enclosures.][added: switches.]
While Hubbell believes its sales in this area are not materially dependent upon any customer or group of customers, a substantial [removed: decrease] [added: variability] in purchases by electrical utilities would affect this segment.
These operations manufacture, assemble and/or procure and market Hubbell products and services for both the [removed: Electrical] [added: Utility] Solutions and [removed: Utility] [added: Electrical] Solutions segments.
We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 42%] [added: 43%] of our Net sales.
Substantially all of the backlog existing at December 31, [removed: 2021] [added: 2022] in the Electrical Solutions segment is expected to be shipped to customers in [removed: 2022.][added: 2023.]
In the Utility Solutions segment, the backlog existing at December 31, [removed: 2021] [added: 2022] includes backlog expected to be shipped during [removed: 2022,] [added: 2023,] along with [removed: $420] [added: $320] 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, [removed: 2021] [added: 2022] was [removed: $1,848.0] [added: $2,463.4] million compared to [removed: $1,065.8] [added: $1,848.0] million at December 31, [removed: 2020.][added: 2021.]
As of December 31, [removed: 2021,] [added: 2022,] Hubbell had approximately [removed: 18,300] [added: 16,300] salaried and hourly employees of whom approximately [removed: 10,400,] [added: 9,800,] or [removed: 57%,] [added: 60%] are located in the United States.
Approximately [removed: 2,400] [added: 1,800] of these U.S. employees are represented by 8 labor unions.
As of December 31, [removed: 2021,] [added: 2022,] 32% of our employees identify as female, and within the United States, [removed: 29%] [added: 30%] identify as female and [removed: 44%] [added: 45%] are racially diverse.
[removed: Across,] [added: 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.
The Company [removed: also] supports employees’ spirit of volunteerism in their communities throughout the year with its Volunteer Paid Time Off policy, which provides all employees with up to 8 hours of paid time off a year to volunteer with an eligible 501(c)(3) charity of their choice.
In [removed: July 2021,] [added: October 2022,] as a showing of appreciation [removed: for the employees’ efforts] to [removed: serve the Company’s customers through the pandemic,] [added: our employees continued excellence,] the Company provided all employees globally with a Global Recharge Day.
| Gerben W. Bakker | | | [removed: 57] [added: 58] | | | Chairman of the Board, President and Chief Executive Officer | | | Present position since May 4, 2021; previously President and Chief Executive Officer 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 | | | [removed: 59] [added: 60] | | | 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, [removed: 1994-2006.] [added: 1994-2006; also a member of the board of directors of MSA Safety Incorporated since February 2019.] | | |
| Jonathan M. Del Nero | | | [removed: 50] [added: 51] | | | 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 | | | [removed: 54] [added: 55] | | | 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 | | | [removed: 44] [added: 45] | | | Senior Vice President, General Counsel and Secretary | | | Present position since May 4, 2021; previously Vice President, General Counsel and Secretary 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. | | |
*(1)*As of February [removed: 11, 2022,] [added: 9, 2023,] there are no family relationships among any of the [removed: above-named] [added: above] executive officers and any of our directors.
| • | | | Ripley® | | | | | | | | | | | | | | | | | | | | |
The Company has also expanded leadership development programs to provide career development to employees at all levels and continues to expand its Campus Programs to foster a pipeline of early career talent at Hubbell.
Through the Company’s myLife program, the Company provides comprehensive, competitive benefits that retain and support our employees supporting their health, wealth and peace of mind.
In 2022, Hubbell conducted an enterprise-wide employee survey, the Elevate Employee Experience Survey to better understand the voices of our employees worldwide.
Elevate was the largest survey conducted by the Company and over 80% of Hubbell’s employees responded, providing insights that the Company is translating into action plans.
| Alyssa R. Flynn | | | 51 | | | Chief Human Resources Officer | | | Present position since February 15, 2022; previously Vice President, Compensation, Benefits & HR Systems from February 2014 to February 2022; Chief of Staff to the Chief Executive Officer from June 2021 to February 2022; various positions, including Vice President, Human Resources, at PepsiCo from 1996 to 2014. | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Discontinued Operations
In October 2021, the Company entered into a definitive agreement to sell its Commercial and Industrial Lighting business for a cash purchase price of $350 million, subject to customary adjustments with respect to working capital and net indebtedness.
The Commercial and Industrial Lighting business designs, manufactures and sells LED lighting and control solutions for commercial and industrial customers.
This business was previously included in the Electrical Solutions segment and is now presented as a discontinued operation in our Consolidated Financial Statements for all periods presented.
On February 1, 2022 we completed the sale.
See also Item 7.
Management’s Discussion and Analysis — “Executive Overview of the Business” and “Results of Operations”, as well as Note 2 — Discontinued Operations, and Note 21 — Industry Segments and Geographic Area Information in the Notes to Consolidated Financial Statements.
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 information provided in the Consolidated Financial Statements and related notes reflects the impact of this change for all periods presented.
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.
The Company has also expanded leadership development programs and continues to expand internship programs to continue to develop new talent.
In 2020, Hubbell launched its inaugural Hubbell Helping Hands dedicated month of service, making October an annual month of volunteerism focus for the Company.
As a result, the total recordable incident rate has decreased 22% over the last 5 years and the days away restricted rate has decreased 1% over the last 5 years.
In 2021, Hubbell’s top priority has continued to be ensuring that we take appropriate actions to protect the health and safety of our employees, including managing the ongoing impacts 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 a hybrid approach to working from home and in the office.
The Company provides paid time off for employees to get vaccination shots and has continued to manage a flexible attendance program to support employees managing periods of quarantine or that need to be out of work pending test results.
In addition to the foregoing, the Company also invested in various programs to support employees' mental and physical health during the pandemic.
The Company has also expanded the delivery of mental health and wellness resources, including by increasing the frequency of live engagement events and partnering with providers to make mental health counseling and overall wellness tools accessible to employees globally.
We will continue to evolve these programs to protect the health, well-being and safety of our employees.
| Peter J. Lau | | | 42 | | | 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. | | |
| 8 | | | HUBBELL INCORPORATED - *Form 10-K* | | |
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated herein by reference to the section captioned “[Notes to Consolidated Financial Statements, Note [removed: 1](#i308c34b55b3c418b8ab1453801029607_148)[6](#i308c34b55b3c418b8ab1453801029607_148) [—] [added: 16 —] Commitments and [removed: Contingencies](#i308c34b55b3c418b8ab1453801029607_148)”] [added: Contingencies](#i6c5fb65f872c493cad70c565874c078c_151)”] of this Form 10-K.
Cover and table of contents
26 rewritten, 8 added, 5 removed, 57 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]
[removed: ][added: ]
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, [removed: 2021] [added: 2022] was [removed: $10,107,258,151*.][added: $9,535,164,630*.]
The number of shares outstanding of Hubbell Common Stock as of February [removed: 8, 2022] [added: 3, 2023] is [removed: 54,409,067.][added: 53,600,592.]
Portions of the definitive proxy statement for the registrant's [removed: 2022] [added: 2023] annual meeting of shareholders 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.
| [ITEM [removed: 1](#i308c34b55b3c418b8ab1453801029607_13)] [added: 1](#i6c5fb65f872c493cad70c565874c078c_13)] | | | [removed: [Business](#i308c34b55b3c418b8ab1453801029607_13)] [added: [Business](#i6c5fb65f872c493cad70c565874c078c_13)] | | | [removed: [3](#i308c34b55b3c418b8ab1453801029607_13)] [added: [3](#i6c5fb65f872c493cad70c565874c078c_13)] | | |
| [ITEM [removed: 1A](#i308c34b55b3c418b8ab1453801029607_16)] [added: 1A](#i6c5fb65f872c493cad70c565874c078c_19)] | | | [Risk [removed: Factors](#i308c34b55b3c418b8ab1453801029607_16)] [added: Factors](#i6c5fb65f872c493cad70c565874c078c_19)] | | | [removed: [9](#i308c34b55b3c418b8ab1453801029607_16)] [added: [8](#i6c5fb65f872c493cad70c565874c078c_19)] | | |
| [ITEM [removed: 1B](#i308c34b55b3c418b8ab1453801029607_19)] [added: 1B](#i6c5fb65f872c493cad70c565874c078c_22)] | | | [Unresolved Staff [removed: Comments](#i308c34b55b3c418b8ab1453801029607_19)] [added: Comments](#i6c5fb65f872c493cad70c565874c078c_22)] | | | [removed: [16](#i308c34b55b3c418b8ab1453801029607_19)] [added: [15](#i6c5fb65f872c493cad70c565874c078c_22)] | | |
| [ITEM [removed: 2](#i308c34b55b3c418b8ab1453801029607_22)] [added: 2](#i6c5fb65f872c493cad70c565874c078c_25)] | | | [removed: [Properties](#i308c34b55b3c418b8ab1453801029607_22)] [added: [Properties](#i6c5fb65f872c493cad70c565874c078c_25)] | | | [removed: [16](#i308c34b55b3c418b8ab1453801029607_22)] [added: [15](#i6c5fb65f872c493cad70c565874c078c_25)] | | |
| [ITEM [removed: 3](#i308c34b55b3c418b8ab1453801029607_25)] [added: 3](#i6c5fb65f872c493cad70c565874c078c_28)] | | | [Legal [removed: Proceedings](#i308c34b55b3c418b8ab1453801029607_25)] [added: Proceedings](#i6c5fb65f872c493cad70c565874c078c_28)] | | | [removed: [17](#i308c34b55b3c418b8ab1453801029607_25)] [added: [16](#i6c5fb65f872c493cad70c565874c078c_28)] | | |
| [ITEM [removed: 4](#i308c34b55b3c418b8ab1453801029607_28)] [added: 4](#i6c5fb65f872c493cad70c565874c078c_31)] | | | [Mine Safety [removed: Disclosures](#i308c34b55b3c418b8ab1453801029607_28)] [added: Disclosures](#i6c5fb65f872c493cad70c565874c078c_31)] | | | [removed: [17](#i308c34b55b3c418b8ab1453801029607_28)] [added: [16](#i6c5fb65f872c493cad70c565874c078c_31)] | | |
| [ITEM [removed: 5](#i308c34b55b3c418b8ab1453801029607_34)] [added: 5](#i6c5fb65f872c493cad70c565874c078c_37)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i308c34b55b3c418b8ab1453801029607_34)] [added: Securities](#i6c5fb65f872c493cad70c565874c078c_37)] | | | [removed: [18](#i308c34b55b3c418b8ab1453801029607_34)] [added: [17](#i6c5fb65f872c493cad70c565874c078c_37)] | | |
| [ITEM [removed: 6](#i308c34b55b3c418b8ab1453801029607_37)] [added: 6](#i6c5fb65f872c493cad70c565874c078c_40)] | | | Reserved | | | [removed: [20](#i308c34b55b3c418b8ab1453801029607_37)] [added: [19](#i6c5fb65f872c493cad70c565874c078c_40)] | | |
| [ITEM [removed: 7](#i308c34b55b3c418b8ab1453801029607_40)] [added: 7](#i6c5fb65f872c493cad70c565874c078c_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i308c34b55b3c418b8ab1453801029607_40)] [added: Operations](#i6c5fb65f872c493cad70c565874c078c_43)] | | | [removed: [21](#i308c34b55b3c418b8ab1453801029607_40)] [added: [20](#i6c5fb65f872c493cad70c565874c078c_43)] | | |
| [ITEM [removed: 7A](#i308c34b55b3c418b8ab1453801029607_52)] [added: 7A](#i6c5fb65f872c493cad70c565874c078c_55)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i308c34b55b3c418b8ab1453801029607_52)] [added: Risk](#i6c5fb65f872c493cad70c565874c078c_55)] | | | [removed: [43](#i308c34b55b3c418b8ab1453801029607_52)] [added: [39](#i6c5fb65f872c493cad70c565874c078c_55)] | | |
| [ITEM [removed: 8](#i308c34b55b3c418b8ab1453801029607_55)] [added: 8](#i6c5fb65f872c493cad70c565874c078c_58)] | | | [Financial Statements and Supplementary [removed: Data](#i308c34b55b3c418b8ab1453801029607_55)] [added: Data](#i6c5fb65f872c493cad70c565874c078c_58)] | | | [removed: [45](#i308c34b55b3c418b8ab1453801029607_55)] [added: [41](#i6c5fb65f872c493cad70c565874c078c_58)] | | |
| [ITEM [removed: 9](#i308c34b55b3c418b8ab1453801029607_184)] [added: 9](#i6c5fb65f872c493cad70c565874c078c_187)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i308c34b55b3c418b8ab1453801029607_184)] [added: Disclosure](#i6c5fb65f872c493cad70c565874c078c_187)] | | | [removed: [97](#i308c34b55b3c418b8ab1453801029607_184)] [added: [90](#i6c5fb65f872c493cad70c565874c078c_187)] | | |
| [ITEM [removed: 9A](#i308c34b55b3c418b8ab1453801029607_187)] [added: 9A](#i6c5fb65f872c493cad70c565874c078c_190)] | | | [Controls and [removed: Procedures](#i308c34b55b3c418b8ab1453801029607_187)] [added: Procedures](#i6c5fb65f872c493cad70c565874c078c_190)] | | | [removed: [97](#i308c34b55b3c418b8ab1453801029607_187)] [added: [90](#i6c5fb65f872c493cad70c565874c078c_190)] | | |
| [ITEM [removed: 9B](#i308c34b55b3c418b8ab1453801029607_190)] [added: 9B](#i6c5fb65f872c493cad70c565874c078c_193)] | | | [Other [removed: Information](#i308c34b55b3c418b8ab1453801029607_190)] [added: Information](#i6c5fb65f872c493cad70c565874c078c_193)] | | | [removed: [97](#i308c34b55b3c418b8ab1453801029607_190)] [added: [90](#i6c5fb65f872c493cad70c565874c078c_193)] | | |
| [ITEM [removed: 9C](#i308c34b55b3c418b8ab1453801029607_1099511629770)] [added: 9C](#i6c5fb65f872c493cad70c565874c078c_196)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i308c34b55b3c418b8ab1453801029607_1099511629770)] [added: Inspections](#i6c5fb65f872c493cad70c565874c078c_196)] | | | [removed: [97](#i308c34b55b3c418b8ab1453801029607_1099511629770)] [added: [90](#i6c5fb65f872c493cad70c565874c078c_196)] | | |
| [ITEM [removed: 10](#i308c34b55b3c418b8ab1453801029607_196)] [added: 10](#i6c5fb65f872c493cad70c565874c078c_202)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i308c34b55b3c418b8ab1453801029607_196)] [added: Governance](#i6c5fb65f872c493cad70c565874c078c_202)] | | | [removed: [98](#i308c34b55b3c418b8ab1453801029607_196)] [added: [91](#i6c5fb65f872c493cad70c565874c078c_202)] | | |
| [ITEM [removed: 11](#i308c34b55b3c418b8ab1453801029607_199)] [added: 11](#i6c5fb65f872c493cad70c565874c078c_205)] | | | [Executive [removed: Compensation](#i308c34b55b3c418b8ab1453801029607_199)] [added: Compensation](#i6c5fb65f872c493cad70c565874c078c_205)] | | | [removed: [98](#i308c34b55b3c418b8ab1453801029607_199)] [added: [91](#i6c5fb65f872c493cad70c565874c078c_205)] | | |
| [ITEM [removed: 12](#i308c34b55b3c418b8ab1453801029607_202)] [added: 12](#i6c5fb65f872c493cad70c565874c078c_208)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i308c34b55b3c418b8ab1453801029607_202)] [added: Matters](#i6c5fb65f872c493cad70c565874c078c_208)] | | | [removed: [98](#i308c34b55b3c418b8ab1453801029607_202)] [added: [91](#i6c5fb65f872c493cad70c565874c078c_208)] | | |
| [ITEM [removed: 13](#i308c34b55b3c418b8ab1453801029607_205)] [added: 13](#i6c5fb65f872c493cad70c565874c078c_211)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i308c34b55b3c418b8ab1453801029607_205)] [added: Independence](#i6c5fb65f872c493cad70c565874c078c_211)] | | | [removed: [99](#i308c34b55b3c418b8ab1453801029607_205)] [added: [92](#i6c5fb65f872c493cad70c565874c078c_211)] | | |
| [ITEM [removed: 14](#i308c34b55b3c418b8ab1453801029607_208)] [added: 14](#i6c5fb65f872c493cad70c565874c078c_214)] | | | [Principal Accountant Fees and [removed: Services](#i308c34b55b3c418b8ab1453801029607_208)] [added: Services](#i6c5fb65f872c493cad70c565874c078c_214)] | | | [removed: [99](#i308c34b55b3c418b8ab1453801029607_208)] [added: [92](#i6c5fb65f872c493cad70c565874c078c_214)] | | |
| [ITEM [removed: 15](#i308c34b55b3c418b8ab1453801029607_214)] [added: 15](#i6c5fb65f872c493cad70c565874c078c_220)] | | | [Exhibits and Financial Statement [removed: Schedule](#i308c34b55b3c418b8ab1453801029607_214)] [added: Schedule](#i6c5fb65f872c493cad70c565874c078c_220)] | | | [removed: [100](#i308c34b55b3c418b8ab1453801029607_214)] [added: [93](#i6c5fb65f872c493cad70c565874c078c_220)] | | |
| • | | | whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.(1) | | | | | | | | | | | | ☐ | | | | | | | | | | | |
| • | | | whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).(1) | | | | | | | | | | | | ☐ | | | | | | | | | | | |
(1) Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and effectiveness of related stock exchange listing standards.
| [PART I](#i6c5fb65f872c493cad70c565874c078c_10) | | | | | | [3](#i6c5fb65f872c493cad70c565874c078c_10) | | |
| [PART II](#i6c5fb65f872c493cad70c565874c078c_34) | | | | | | [17](#i6c5fb65f872c493cad70c565874c078c_34) | | |
| [PART III](#i6c5fb65f872c493cad70c565874c078c_199) | | | | | | [91](#i6c5fb65f872c493cad70c565874c078c_199) | | |
| [PART IV](#i6c5fb65f872c493cad70c565874c078c_217) | | | | | | [93](#i6c5fb65f872c493cad70c565874c078c_217) | | |
| [SIGNATURES](#i6c5fb65f872c493cad70c565874c078c_229) | | | | | | [97](#i6c5fb65f872c493cad70c565874c078c_229) | | |
| [PART I](#i308c34b55b3c418b8ab1453801029607_10) | | | | | | [3](#i308c34b55b3c418b8ab1453801029607_10) | | |
| [PART II](#i308c34b55b3c418b8ab1453801029607_31) | | | | | | [18](#i308c34b55b3c418b8ab1453801029607_31) | | |
| [PART III](#i308c34b55b3c418b8ab1453801029607_193) | | | | | | [98](#i308c34b55b3c418b8ab1453801029607_193) | | |
| [PART IV](#i308c34b55b3c418b8ab1453801029607_211) | | | | | | [100](#i308c34b55b3c418b8ab1453801029607_211) | | |
| [SIGNATURES](#i308c34b55b3c418b8ab1453801029607_223) | | | | | | [104](#i308c34b55b3c418b8ab1453801029607_223) | | |
Item 2. Properties
4 rewritten, 0 added, 0 removed, 4 unchanged
As of December 31, [removed: 2021,] [added: 2022,] Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.
The Electrical Solutions segment operates [removed: 10] [added: 7] warehouse facilities and [removed: 26] [added: 25] manufacturing facilities globally totaling approximately [removed: 5.8] [added: 5.1] million square feet.
The Utility Solutions segment operates [removed: 4] [added: 3] warehouse facilities and [removed: 27] [added: 23] manufacturing facilities globally, totaling approximately [removed: 5.0] [added: 4.4] million square feet.
| [removed: 16 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 15 | | |]
Item 4. Mine Safety Disclosures
1 rewritten, 0 added, 0 removed, 6 unchanged
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 16] | | | [removed: 17] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 18 added, 6 removed, 18 unchanged
The number of common shareholders of record on February [removed: 8, 2022] [added: 3, 2023] was [removed: 1,260.][added: 1,205.]
In October [removed: 2021,] [added: 2022,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $0.98 to] $1.05 [added: to $1.12] per share per quarter.
The increased quarterly dividend payment commenced with the December 15, [removed: 2021] [added: 2022] payment made to the shareholders of record on November 30, [removed: 2021.][added: 2022.]
On October 23, 2020 the Board of Directors approved a [removed: new] stock repurchase program (the "October 2020 program") that authorized the repurchase of up to $300 million of common stock and expires in October 2023.
At December 31, [removed: 2021] [added: 2022] our remaining share repurchase authorization under the October 2020 program is [removed: $288.8] [added: $106.7] million.
The Company repurchased [removed: $11.2] [added: $182.0] million and [removed: $41.3] [added: $11.2] million of shares of Common Stock, in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2021,] [added: 2022,] with a cumulative total return on the (i) Standard & Poor’s MidCap 400 (“S&P MidCap 400”) and (ii) the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).
The comparison assumes $100 was invested on December 31, [removed: 2016] [added: 2017] in the Company’s Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.
[removed: ][added: ]
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 19] [added: 17] | | |
On October 21, 2022 the Board of Directors approved a new stock repurchase program (the "October 2022 program") that authorized the repurchase of up to $300 million of common stock and expires in October 2025.
There have been no repurchases under the October 2022 program.
When combined with the $106.7 million of remaining share repurchase authorization under the October 2020 program, we have a total share repurchase authorization of approximately $406.7 million.
The following table summarizes the Company's repurchase activity of common stock during the quarter ended December 31, 2022:
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | | Total Number of Shares of Common Stock Purchased (a) (000s) | | | Average Price Paid per share of Common Stock | | | Approximate Value of Shares that May Yet be Purchased Under the plans (b) (in millions) | | | Total number of shares purchased as part of the plans (000s) | | |
| BALANCE AS OF SEPTEMBER 30, 2022 | | | | | | | | | $ | 138.8 | | 888 | | |
| October 1, 2022 - October 31, 2022 | | | — | | | — | | | $ | 438.8 | | 888 | | |
| November 1, 2022 - November 30, 2022 | | | 133 | | | $ | 240.14 | | $ | 406.7 | | 1,021 | | |
| December 1, 2022 - December 31, 2022 | | | — | | | — | | | $ | 406.7 | | 1,021 | | |
| TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2022(a) | | | 133 | | | $ | 240.14 | | | | | | | |
(a) Purchased under our October 2020 share repurchase program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced on October 23, 2020 and expires in October 2023.
(b) As of December 31, 2022, the remaining amount available for share repurchases includes $106.7 million under our October 2020 program and the full amount under our October 2022 program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced on October 21, 2022 and expires in October 2025.
| | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | |
| Hubbell, Inc. | | | 100.00 | | | 75.39 | | | 115.22 | | | 125.48 | | | 170.14 | | | 195.74 | | |
| S&P Midcap 400 | | | 100.00 | | | 88.92 | | | 112.21 | | | 127.54 | | | 159.12 | | | 138.34 | | |
| Dow Jones US Electrical Components & Equipment | | | 100.00 | | | 87.73 | | | 108.51 | | | 131.02 | | | 164.23 | | | 135.50 | | |
All of the repurchases in 2020 were completed prior to the expiration of the October 2017 program.
There were no share repurchases during the quarter ended December 31, 2021.
| | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | |
| Hubbell, Inc. | | | 100.00 | | | 118.81 | | | 89.56 | | | 136.89 | | | 149.08 | | | 202.14 | | |
| S&P Midcap 400 | | | 100.00 | | | 116.24 | | | 103.36 | | | 130.44 | | | 148.26 | | | 184.96 | | |
| Dow Jones US Electrical Components & Equipment | | | 100.00 | | | 127.46 | | | 111.82 | | | 138.30 | | | 166.99 | | | 209.33 | | |
Item 6. [Reserved]
1 rewritten, 0 added, 0 removed, 2 unchanged
| [removed: 20 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 19 | | |]
Item 8. Financial Statements and Supplementary Data
647 rewritten, 168 added, 165 removed, 1,022 unchanged
| [Reports of [removed: Management](#i308c34b55b3c418b8ab1453801029607_61)] [added: Management](#i6c5fb65f872c493cad70c565874c078c_64)] | | | [removed: [46](#i308c34b55b3c418b8ab1453801029607_61)] [added: [42](#i6c5fb65f872c493cad70c565874c078c_64)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i308c34b55b3c418b8ab1453801029607_64)] [added: Firm](#i6c5fb65f872c493cad70c565874c078c_67)] (PCAOB ID 238) | | | [removed: [47](#i308c34b55b3c418b8ab1453801029607_64)] [added: [43](#i6c5fb65f872c493cad70c565874c078c_67)] | | |
| [Consolidated Statement of [removed: Income](#i308c34b55b3c418b8ab1453801029607_67)] [added: Income](#i6c5fb65f872c493cad70c565874c078c_70)] | | | [removed: [49](#i308c34b55b3c418b8ab1453801029607_67)] [added: [45](#i6c5fb65f872c493cad70c565874c078c_70)] | | |
| [Consolidated Statement of Comprehensive [removed: Income](#i308c34b55b3c418b8ab1453801029607_70)] [added: Income](#i6c5fb65f872c493cad70c565874c078c_73)] | | | [removed: [50](#i308c34b55b3c418b8ab1453801029607_70)] [added: [46](#i6c5fb65f872c493cad70c565874c078c_73)] | | |
| [Consolidated Balance [removed: Sheet](#i308c34b55b3c418b8ab1453801029607_76)] [added: Sheet](#i6c5fb65f872c493cad70c565874c078c_79)] | | | [removed: [51](#i308c34b55b3c418b8ab1453801029607_76)] [added: [47](#i6c5fb65f872c493cad70c565874c078c_79)] | | |
| [Consolidated Statement of Cash [removed: Flows](#i308c34b55b3c418b8ab1453801029607_82)] [added: Flows](#i6c5fb65f872c493cad70c565874c078c_85)] | | | [removed: [52](#i308c34b55b3c418b8ab1453801029607_82)] [added: [48](#i6c5fb65f872c493cad70c565874c078c_85)] | | |
| [Consolidated Statement of Changes in [removed: Equity](#i308c34b55b3c418b8ab1453801029607_85)] [added: Equity](#i6c5fb65f872c493cad70c565874c078c_88)] | | | [removed: [53](#i308c34b55b3c418b8ab1453801029607_85)] [added: [49](#i6c5fb65f872c493cad70c565874c078c_88)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i308c34b55b3c418b8ab1453801029607_91)] [added: Statements](#i6c5fb65f872c493cad70c565874c078c_94)] | | | [removed: [54](#i308c34b55b3c418b8ab1453801029607_91)] [added: [50](#i6c5fb65f872c493cad70c565874c078c_94)] | | |
| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#i308c34b55b3c418b8ab1453801029607_226)] [added: II)](#i6c5fb65f872c493cad70c565874c078c_232)] | | | [removed: [105](#i308c34b55b3c418b8ab1453801029607_226)] [added: [98](#i6c5fb65f872c493cad70c565874c078c_232)] | | |
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, [removed: 2021.][added: 2022.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which is included below within this Annual Report on Form 10-K.
We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Hubbell Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] appearing under Item 15 (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.
*Goodwill Impairment Assessments [removed: - Certain] [added: – One of the] Reporting Units Subject to a Quantitative Assessment*
As described in Notes [removed: 1, 7,] [added: 1] and [removed: 21] [added: 7] to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $1,871.3] [added: $1,970.5] million as of December 31, [removed: 2021.][added: 2022.]
As disclosed by management, management [removed: performed an interim goodwill impairment assessment as of January 1, 2021 as a result of the change in reporting units and] also completed its annual goodwill impairment assessment as of April 1, [removed: 2021.][added: 2022.]
For [removed: four] [added: three] of its reporting units, management elected to utilize the quantitative goodwill impairment testing process, as permitted in the accounting guidance, by comparing the estimated fair value of the Company's reporting units to their carrying values for both assessments.
Significant judgments required by management to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions, including assumptions about secular economic and market conditions, such as the potential continuing effects of the COVID-19 [removed: pandemic.][added: pandemic, impacts to the supply chain and higher inflation.]
The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: assessments] [added: assessment] for [removed: certain] [added: one of the] reporting units subject to a quantitative assessment is a critical audit matter are (i) the significant judgment by management when estimating the fair value of the reporting [removed: units] [added: unit] and (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future sales growth, gross margin, and operating expenses.
These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment [removed: assessments,] [added: assessment,] including controls over the estimation of the fair value of the reporting [removed: units.][added: unit.]
These procedures also included, among others, (i) testing management’s process for estimating the fair value of the reporting [removed: units;] [added: unit;] (ii) evaluating the appropriateness of the discounted cash flow [removed: models;] [added: model;] (iii) testing the completeness and accuracy of the underlying data used in the [removed: models;] [added: model;] and (iv) evaluating the reasonableness of significant assumptions used by management related to future sales growth, gross margin, and operating expenses.
Evaluating management’s assumptions related to the future sales growth, gross margin, and operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting [removed: units;] [added: unit;] (ii) the consistency with industry and third party data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
| (in millions, except per share amounts) | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |
| Net sales | | | $ | [removed: 4,194.1] [added: 4,947.9] | | $ | [removed: 3,682.5] [added: 4,194.1] | | $ | [removed: 3,946.6] [added: 3,682.5] | |
| Cost of goods sold | | | [removed: 3,042.6] [added: 3,476.3] | | | [removed: 2,596.7] [added: 3,042.6] | | | [removed: 2,775.0] [added: 2,596.7] | | |
| Gross profit | | | [removed: 1,151.5] [added: 1,471.6] | | | [removed: 1,085.8] [added: 1,151.5] | | | [removed: 1,171.6] [added: 1,085.8] | | |
| Selling & administrative expenses | | | [removed: 619.2] [added: 762.5] | | | [removed: 591.3] [added: 619.2] | | | [removed: 644.9] [added: 591.3] | | |
| Operating income | | | [removed: 532.3] [added: 709.1] | | | [removed: 494.5] [added: 532.3] | | | [removed: 526.7] [added: 494.5] | | |
| [removed: Gain (Loss)] [added: Loss] on disposition of business (Note 4) | | | [removed: (6.9)] [added: —] | | | [removed: —] [added: (6.9)] | | | [removed: 21.7] [added: —] | | |
| Loss on extinguishment of debt (Note 13) | | | [removed: (16.8)] [added: —] | | | [removed: —] [added: (16.8)] | | | — | | |
| Pension charge (Note 12) | | | [removed: —] [added: (7.0)] | | | [removed: (7.6)] [added: —] | | | [removed: —] [added: (7.6)] | | |
| Interest expense, net | | | [removed: (54.7)] [added: (49.6)] | | | [removed: (60.1)] [added: (54.7)] | | | [removed: (68.6)] [added: (60.1)] | | |
| Other [removed: Income] [added: income] (expense), net | | | [removed: 5.4] [added: 4.5] | | | [removed: (2.3)] [added: 5.4] | | | [removed: (12.1)] [added: (2.3)] | | |
| Total other expense | | | [removed: (73.0)] [added: (52.1)] | | | [removed: (70.0)] [added: (73.0)] | | | [removed: (57.5)] [added: (70.0)] | | |
| Income from continuing operations before income taxes | | | [removed: 459.3] [added: 657.0] | | | [removed: 424.5] [added: 459.3] | | | [removed: 469.2] [added: 424.5] | | |
| Provision for income taxes | | | [removed: 88.2] [added: 140.2] | | | [removed: 89.8] [added: 88.2] | | | [removed: 101.2] [added: 89.8] | | |
| Net income from continuing operations | | | [removed: 371.1] [added: 516.8] | | | [removed: 334.7] [added: 371.1] | | | [removed: 368.0] [added: 334.7] | | |
During the year ended December 31, 2022, the Company acquired PCX Holdings LLC, Ripley Tools, LLC and Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc. for an aggregate purchase price of $177.1 million.
Because the Company has not yet fully incorporated the internal controls and procedures of the acquired entities into the Company's internal control over financial reporting, management excluded these businesses from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.
These entities accounted for 2% of the Company's total assets excluding intangibles and goodwill as of December 31, 2022 and less than 1% of the Company's net sales for the year then ended December 31, 2022.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded PCX Holdings LLC, Ripley Tools, LLC and Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc. from its assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in a purchase business combination during 2022.
We have also excluded PCX Holdings LLC, Ripley Tools, LLC and Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc. from our audit of internal control over financial reporting.
PCX Holdings LLC, Ripley Tools, LLC and Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc. are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.
On January 1, 2022, the Company reorganized certain businesses within the Electrical Solutions segment to simplify the organization structure and align the organization to better serve their customers.
As a result of the change in reporting units, management performed an interim goodwill impairment assessment prior to the change, for reporting units within the Electrical Solutions segment.
February 9, 2023
| Restricted cash, included in other assets, beginning of year | | | 2.7 | | | — | | | — | | |
| Net income | | | — | | | — | | | 545.9 | | | — | | | 545.9 | | | 5.5 | | |
| BALANCE AT DECEMBER 31, 2022 | | | $ | 0.6 | | $ | — | | $ | 2,705.5 | | $ | (345.2) | | $ | 2,360.9 | | $ | 9.7 | |
On January 1, 2022, we internally reorganized certain businesses within our Electrical Solutions segment to simplify the organization structure and align the organization to better serve our customers.
This change had no impact to our reportable segments.
As a result of the change in reporting units, the Company performed an interim goodwill impairment assessment prior to the change, for the reporting units within the Electrical Solutions segment.
Because the changes did not affect the Utility Solutions segment, no interim goodwill impairment assessment was required for that segment.
The range of fair value in excess of carrying value, including goodwill, of the reporting units was 57% to 308%.
The identification and measurement of impairment of indefinite-lived intangible assets involves either an assessment of qualitative factors to determine whether events or circumstances indicate that it is more-likely-than-not that an indefinite-lived intangible asset is impaired or a quantitative assessment whereby the estimated fair value of each indefinite-lived intangible asset is compared to its carrying value.
If it is more-likely-than-not that the asset is impaired, the fair value of the indefinite lived intangibles will be determined using discounted cash flow estimates.
If the carrying value of these assets exceeds the estimated fair value, the carrying value will be reduced to the estimated fair value.
For the Company’s annual impairment test as of April 1, 2022, the Company elected to utilize the quantitative impairment testing process as permitted in the accounting guidance.
The fair value was determined utilizing an income approach (relief from royalty method).
Significant judgment is required to estimate the fair value of the indefinite-lived intangible assets including assumptions for future revenues,
discount rates, royalty rates, and other assumptions, including assumptions about secular economic and market conditions, such as the potential continuing effects of the COVID-19 pandemic.
Significant changes in these estimates and assumptions could affect the determination of fair value and/or impairment for each indefinite-lived intangible asset.
As of April 1, 2022, the impairment testing resulted in fair values for each indefinite-lived intangible asset that significantly exceeded the carrying values and there were no indefinite-lived intangible assets at risk of failing the quantitative impairment test.
The Company did not record any impairments related to indefinite-lived intangible assets in 2022, 2021 and 2020.
Government Assistance
We have adopted Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832) *Disclosures by Business Entities about Government Assistance,* which requires footnote disclosure of assistance received from government entities.
We record amounts received from government entities as a reduction of the associated expense.
Amounts received related to depreciable assets are recognized as a reduction to depreciation expense.
The total impact of government assistance was not material to the Company in 2022, and prior periods presented.
In December 2022, the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the temporary accounting rules under Topic 848 to December 31, 2024.
On February 1, 2022, the Company completed the sale of the C&I Lighting business to GE Current, a Daintree Company, for total net cash consideration of $332.8 million.
Under the terms of the transaction, Hubbell and the buyer entered into a transition services agreement ("TSA"), pursuant to which the Company provides certain administrative and operational services for a period of 12 months or less.
Income from the TSA and supply agreement was $13.3 million for the year ended December 31, 2022 and was recorded in Other Income in the Consolidated Financial Statements.
| Gain on disposal of business | | | 73.9 | | | — | | | — | | |
The provision for income taxes on discontinued operations in 2022 includes a correction of $19 million of income tax expense recognized in the fourth quarter of 2022 that should have been recognized in the first quarter of 2022.
The Company evaluated the materiality of the adjustment to prior-period financial statements and concluded the effect of the adjustment was immaterial.
In addition, a one-time tax benefit of $25.1 million related to book-to-tax basis differences of the business was recorded in the year ended December 31, 2021.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Effective January 1, 2021, the Company consolidated three business groups within its Electrical segment and renamed the segment as Hubbell Electrical Solutions (“Electrical Solutions”) and moved its Hubbell Gas Connectors and Accessories business from the Electrical Solutions segment to the Utility Solutions segment.
February 11, 2022
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Investment income | | | — | | | — | | | 1.5 | | |
| BALANCE AT DECEMBER 31, 2018 | | | $ | 0.6 | | $ | 1.3 | | $ | 2,064.4 | | $ | (285.7) | | $ | 1,780.6 | | $ | 18.3 | |
| Net income | | | — | | | — | | | 400.9 | | | — | | | 400.9 | | | 6.5 | | |
| Reclassification of stranded tax effects | | | — | | | — | | | 30.0 | | | (30.0) | | | — | | | — | | |
On October 26, 2021, Hubbell entered into a definitive agreement to sell its Commercial and Industrial Lighting business to GE Current, a Daintree company, for a cash purchase price of $350 million, subject to customary adjustments with respect to working capital and net indebtedness.
The Company did not have any reporting units at risk of failing the quantitative impairment test as the excess of the implied fair value significantly exceeded the carrying value of the reporting units.
The accounting guidance related to testing indefinite-lived intangible assets for impairment provides entities an option of performing a qualitative assessment before calculating the fair value of the asset.
If the entity determines, on the basis of certain qualitative factors, that it is more-likely-than-not that the asset is not impaired, the entity would not need to calculate the fair value of the asset.
The Company performed the qualitative assessment which resulted in no impairment in 2021, 2020 and 2019.
The Company has not adopted this ASU as of December 31, 2021.
The Company is currently assessing the impact of adopting this standard on its financial statements and the timing of adoption.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.
This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.
This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively.
Early adoption is permitted.
Our businesses within the Utility Solutions segment also sell directly into transmission and distribution utility markets.
Prior period amounts have been reclassified to conform to our organizational changes as described in Note 1 - Basis of Presentation and Note 2 - Discontinued Operations:
| | | | | | | | | | | | | | | |
| Commercial and Industrial | | | $ | 1,150.1 | | $ | 918.7 | | $ | 1,013.1 | | | | |
| Heavy Industrial | | | 337.5 | | | 302.0 | | | 382.9 | | | | | |
| Residential and Retail | | | 372.1 | | | 382.4 | | | 380.6 | | | | | |
(1) Sales of the Company's Commercial and Industrial Lighting business are included in earnings from discontinued operations, net of tax, on the Company's Consolidated Statements of Operations in the years ended December 31, 2021, 2020, and 2019.
2020 Acquisitions
In the fourth quarter of 2020 we completed the following acquisitions:
Armorcast develops and manufactures polymer concrete and fiberglass products for the utility industry.
The Company acquired all of the issued and outstanding shares of Beckwith Electric Co., Inc. (“Beckwith”) for $54.7 million, net of cash acquired.
Beckwith is a manufacturer and installer of protection relay and distribution control units used in electronic power systems.
The Company acquired all of the issued and outstanding shares of AccelTex Solutions, LLC (“AccelTex”) for $45.1 million, net of cash acquired.
AccelTex is a manufacturer of products and accessories for wireless networks.
We have recognized intangible assets of $19.4 million, primarily consisting of customer relationships and a tradename, and goodwill of $21.0 million as a result of this acquisition.
In the fourth quarter of 2020 the Company also completed a $1.6 million asset acquisition and recognized $1.0 million of goodwill as a result.
With the exception of tradenames, we amortize intangible assets using an accelerated method that reflects the pattern in which economic benefits of the intangible assets are consumed and results in higher amortization in the earlier years of the assets' useful life.
Tradenames are amortized on a straight-line basis.
| Goodwill | | | 106.3 | | |
| Net deferred taxes | | | (8.8) | | |
An excerpt. Shown here: 40 of 647 rewritten, 40 of 168 added and 40 of 165 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
2 rewritten, 3 added, 0 removed, 4 unchanged
Management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] are included in Item 8 of this Annual Report on Form 10-K.
There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal year ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
During the year ended December 31, 2022, the Company acquired PCX Holdings LLC, Ripley Tools, LLC and Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc. for an aggregate of $177.1 million.
Because the Company has not yet fully incorporated the internal controls and procedures of the acquired entities into the Company's internal control over financial reporting, management excluded these business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.
These entities accounted for 2% of the Company's total assets excluding intangibles and goodwill as of December 31, 2022 and less than 1% of the Company's net sales for the year then ended December 31, 2022.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 rewritten, 0 added, 0 removed, 6 unchanged
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 97] [added: 90] | | |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
10 rewritten, 1 added, 1 removed, 13 unchanged
The following table provides information as of December 31, [removed: 2021] [added: 2022] with respect to the Company’s common stock that may be issued under the Company’s equity compensation plans (in thousands, except per share amounts):
| Plan Category | | | Number of Securities to be Issued upon Exercise of Outstanding [removed: Options,Warrants] [added: Options, Warrants] and Rights | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | | | | | |
| Equity Compensation Plans Approved by Shareholders(a) | | | [removed: 1,156] [added: 1,016] | | | (c)(d) | | | $ | [removed: 132.78] [added: 144.66] | | (e) | | | [removed: 1,684] [added: 1,489] | | | (c) | | |
| Equity Compensation Plans Not Requiring Shareholder Approval(b) | | | [removed: 59] [added: 53] | | | (c)(f) | | | — | | | | | | [removed: 139] [added: 127] | | | (c) | | |
For a description of the material features of the plan, the information is incorporated by reference to the subheading “Deferred Compensation Plan” of the definitive proxy statement for the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders.*
*(d)Includes approximately [removed: 230,000] [added: 150,000] performance share awards assuming a maximum payout target.
The remaining information required by this item is incorporated by reference to the subheading “Voting Rights and Security Ownership of Certain Beneficial Owners and Management” of the definitive proxy statement for the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders.
*(1)Certain of the information required by this item regarding executive officers is included under the subheading “Information about our Executive Officers” at the end of Part I of this Form 10-K and the remaining required information is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders.*
*(2)The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders.*
| [removed: 98 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 91 | | |]
| TOTAL | | | 1,069 | | | | | | $ | 144.66 | | | | | 1,616 | | | | | |
| TOTAL | | | 1,215 | | | | | | $ | 132.78 | | | | | 1,823 | | | | | |
Item 14. Principal Accountant Fees and Services(4)
3 rewritten, 0 added, 0 removed, 5 unchanged
*(3)The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders.*
*(4)The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders.*
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 99] [added: 92] | | |
Item 15. Exhibits and Financial Statement Schedule
49 rewritten, 8 added, 22 removed, 82 unchanged
| [removed: 100 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 93 | | |]
| 10.1† | | | [Hubbell Incorporated [removed: Amended and Restated Supplemental Executive] Retirement [removed: Plan,] [added: Plan for Directors,] as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wa.htm)] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wi.htm)] | | | 10-Q | | | 001-02958 | | | [removed: 10a] [added: 10i] | | | 10/26/2007 | | | | | |
| [removed: 10.1(a)†] [added: 10.4(a)†] | | | [Amendment, dated [removed: February 15, 2008,] [added: December 28, 2010,] to Hubbell Incorporated Amended and Restated [removed: Supplemental Executive Retirement] [added: Top Hat Restoration] Plan, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012308002047/y49936exv10wnn.htm)] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wwwx1y.htm)] | | | 10-K | | | 001-02958 | | | [removed: 10.nn] [added: 10w(1)] | | | [removed: 2/25/2008] [added: 2/16/2011] | | | | | |
| [removed: 10.1(b)†] [added: 10.4(b)†] | | | [removed: [Amendment,] [added: [Second Amendment,] dated [removed: December 28, 2010,] [added: January 17, 2017,] to Hubbell Incorporated Amended and Restated [removed: Supplemental Executive Retirement] [added: Top Hat Restoration] Plan, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wawx1y.htm)] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex105b.htm)] | | | 10-K | | | 001-02958 | | | [removed: 10a(1)] [added: 10.5(b)] | | | [removed: 2/16/2011] [added: 2/16/2017] | | | | | |
| [removed: 10.1(c)†] [added: 10.3(a)†] | | | [removed: [Third Amendment,] [added: [Amendment 1,] dated December [removed: 29, 2016,] [added: 4, 2019,] to Hubbell Incorporated [removed: Amended and Restated Supplemental] Executive [removed: Retirement] [added: Deferred Compensation] Plan, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex101c.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex104a.htm)] | | | 10-K | | | 001-02958 | | | [removed: 10.1(c)] [added: 10.4(a)] | | | [removed: 2/16/2017] [added: 2/14/2020] | | | | | |
| [removed: 10.2†] [added: 10.4†] | | | [Hubbell Incorporated [removed: Retirement Plan for Directors,] [added: Amended and Restated Top Hat Restoration Plan,] as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wi.htm)] [added: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10ww.htm)] | | | 10-Q | | | 001-02958 | | | [removed: 10i] [added: 10w] | | | 10/26/2007 | | | | | |
| [removed: 10.3†] [added: 10.2†] | | | [Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective December 23, 2015](http://www.sec.gov/Archives/edgar/data/48898/000119312515413314/d110066dex44.htm) | | | S-8POS | | | 333-206898 | | | 4.4 | | | 12/24/2015 | | | | | |
| [removed: 10.4†] [added: 10.3†] | | | [Hubbell Incorporated Executive Deferred Compensation Plan, as amended and restated effective January 1, 2016](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex105.htm) | | | 10-K | | | 001-02958 | | | 10.5 | | | 2/18/2016 | | | | | |
| [removed: 10.4(a)†] [added: 10.4(c)†] | | | [removed: [Amendment 1,] [added: [Third Amendment,] dated December 4, 2019, to Hubbell Incorporated [removed: Executive Deferred Compensation] [added: Amended and Restated Top Hat Restoration] Plan, as amended and restated effective January 1, [removed: 2016](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex104a.htm)] [added: 2005](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex105c.htm)] | | | 10-K | | | 001-02958 | | | [removed: 10.4(a)] [added: 10.5(c)] | | | 2/14/2020 | | | | | |
| 10.5† | | | [Hubbell Incorporated [removed: Amended and Restated Top Hat Restoration] [added: Incentive Compensation] Plan, [removed: as amended and restated] [added: adopted] effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10ww.htm)] [added: 2002](http://www.sec.gov/Archives/edgar/data/48898/000095012302002711/y57922ex10-z.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-02958 | | | [removed: 10w] [added: 10z] | | | [removed: 10/26/2007] [added: 3/20/2002] | | | | | |
| [removed: 10.5(a)†] [added: 10.14(c)†] | | | [removed: [Amendment,] [added: [Third Amendment,] dated [removed: December 28, 2010,] [added: February 10, 2021,] to Hubbell Incorporated [removed: Amended and Restated Top Hat] [added: Defined Contribution] Restoration Plan, as amended and restated effective [removed: January 1, 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wwwx1y.htm)] [added: December 8, 2015.](https://www.sec.gov/Archives/edgar/data/48898/000162828021007817/hubb20210331-ex102.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-02958 | | | [removed: 10w(1)] [added: 10.2] | | | [removed: 2/16/2011] [added: 4/28/2021] | | | | | |
| [removed: 10.5(b)†] [added: 10.6†] | | | [removed: [Second Amendment, dated January 17, 2017, to Hubbell] [added: [Hubbell] Incorporated [removed: Amended and Restated Top Hat Restoration] [added: 2005 Incentive Award] Plan, as amended and restated effective [removed: January 1, 2005](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex105b.htm)] [added: December 4, 2019](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex107.htm)] | | | 10-K | | | 001-02958 | | | [removed: 10.5(b)] [added: 10.7] | | | [removed: 2/16/2017] [added: 2/14/2020] | | | | | |
| [removed: 10.5(c)†] [added: 10.5(a)†] | | | [removed: [Third] [added: [First] Amendment, dated December 4, 2019, to Hubbell Incorporated [removed: Amended and Restated Top Hat Restoration] [added: Incentive Compensation] Plan, [removed: as amended and restated] [added: adopted] effective January 1, [removed: 2005](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex105c.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex106a.htm)] | | | 10-K | | | 001-02958 | | | [removed: 10.5(c)] [added: 10.6(a)] | | | 2/14/2020 | | | | | |
| [removed: 10.7†] [added: 10.8†] | | | [removed: [Hubbell] [added: [Form of 2020-2022 Performance Share Award Agreement under the Hubbell] Incorporated 2005 Incentive Award Plan, as amended and [removed: restated effective December 4, 2019](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex107.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1008.htm)] | | | [removed: 10-K] | | | [removed: 001-02958] | | | [removed: 10.7] | | | [removed: 2/14/2020] | | | [added: *] | | |
| [removed: 10.8†] [added: 10.7†] | | | [Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/48898/000130817913000279/exhibit10_8.htm) | | | 10-Q | | | 001-02958 | | | 10.8 | | | 7/19/2013 | | | | | |
| [removed: 10.9†] [added: 10.13†] | | | [Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex109.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1013.htm)] | | | | | | | | | | | | | | | * | | |
| 10.10† | | | [Form [removed: of Performance] [added: of](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1010.htm) [2022-2024](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1010.htm) [Performance] Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex1010.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1010.htm)] | | | | | | | | | | | | | | | * | | |
| 10.11† | | | [Form [removed: of Performance Based Restricted] [added: of](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1011.htm) [Restricted] Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex1012.htm)] [added: restate](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1011.htm)[d (cliff)](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1011.htm)] | | | [removed: 10-K] | | | [removed: 001-02958] | | | [removed: 10.12] | | | [removed: 2/16/2017] | | | [added: *] | | |
| 10.12† | | | [Form [removed: of Restricted] [added: of](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1012.htm) [Restricted] Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex1012.htm)] [added: restate](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1012.htm)[d (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1012.htm)] | | | | | | | | | | | | | | | * | | |
| [removed: 10.13†] [added: 10.9†] | | | [Form of [removed: Restricted Stock] [added: 2021-2023 Performance Share] Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex1013.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1009.htm)] | | | | | | | | | | | | | | | * | | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 101] [added: 94] | | |
| 10.19† | | | [removed: [Change] [added: [Amended and Restated](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex101.htm) [C](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex101.htm)[hange] in Control Severance Agreement, dated as of December [removed: 31, 2010,] [added: 29, 2022,] between Hubbell Incorporated and [removed: William R. Sperry](http://www.sec.gov/Archives/edgar/data/48898/000129993312002143/exhibit1.htm)] [added: Gerben W. Bakker](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex101.htm)] | | | 8-K | | | 001-02958 | | | 10.1 | | | [removed: 9/17/2012] [added: 12/30/2022] | | | | | |
| [removed: 10.19(a)†] [added: 10.20†] | | | [removed: [Amendment, dated September 11, 2012, to Change] [added: [Change] in Control Severance [removed: Agreement] [added: Agreement, dated as of December 29, 2022,] between Hubbell Incorporated and [removed: William R. Sperry](http://www.sec.gov/Archives/edgar/data/48898/000129993312002143/exhibit2.htm)] [added: Allan J. Connolly](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex102.htm)] | | | 8-K | | | 001-02958 | | | 10.2 | | | [removed: 9/17/2012] [added: 12/30/2022] | | | | | |
| [removed: 10.22] [added: 10.23] | | | [Credit Agreement dated as of January 31, 2018, among Hubbell Incorporated, Hubbell Power Holdings S.à r.l., Harvey Hubbell Holdings S.à r.l., the Lenders party hereto, the Issuing Banks party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/48898/000119312518026384/d519969dex992.htm) | | | 8-K | | | 001-02958 | | | 99.2 | | | 1/31/2018 | | | | | |
| [removed: 10.23] [added: 10.24] | | | [First Amendment, dated as of January 10, 2018, by and among Hubbell Incorporated, Hubbell Power Holdings S.à r.l., and Harvey Hubbell Holdings S.à r.l, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/48898/000119312518008982/d521765dex101.htm) | | | 8-K | | | 001-02958 | | | 10.1 | | | 1/11/2018 | | | | | |
| 21.1 | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex211.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex211.htm)] | | | | | | | | | | | | | | | * | | |
| 23.1 | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex231.htm)] | | | | | | | | | | | | | | | * | | |
| 31.1 | | | [Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex311.htm)] | | | | | | | | | | | | | | | * | | |
| 31.2 | | | [Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex312.htm)] | | | | | | | | | | | | | | | * | | |
| 32.1 | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex321.htm)] | | | | | | | | | | | | | | | | | |
| 32.2 | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828022002255/hubb-20211231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex322.htm)] | | | | | | | | | | | | | | | | | |
| [removed: 102 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 95 | | |]
| 104 | | | The cover page of this Annual Report on Form 10-K for the year end December 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL (included within the Exhibit 101 attachments) | | | | | | | | | | | | | | | * | | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 103] [added: 96] | | |
| Date: | | | February [removed: 11, 2022] [added: 9, 2023] | | | | | | | | | | | |
| By | | | /s/ G. W. BAKKER G. W. Bakker | | | *Chairman of the Board, President and Chief Executive Officer* | | | [removed: 2/11/2022] [added: 2/9/2023] | | |
| By | | | /s/ W. R. SPERRY W. R. Sperry | | | *Executive Vice President and Chief Financial Officer* | | | [removed: 2/11/2022] [added: 2/9/2023] | | |
| By | | | /s/ J. M. DEL NERO J. M. Del Nero | | | *Vice President, Controller (Principal Accounting Officer)* | | | [removed: 2/11/2022] [added: 2/9/2023] | | |
| By | | | /s/ C. M. CARDOSO C. M. Cardoso | | | *Director* | | | [removed: 2/11/2022] [added: 2/9/2023] | | |
| By | | | /s/ A. J. GUZZI A. J. Guzzi | | | *Director* | | | [removed: 2/11/2022] [added: 2/9/2023] | | |
| 10.21† | | | [Amended and Restated C](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex103.htm)[hange in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and Katherine A. Lane](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex103.htm) | | | 8-K | | | 001-02958 | | | 10.3 | | | 12/30/2022 | | | | | |
| 10.22† | | | [Amended and Restated C](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm)[hange in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm) [William R. Sperry](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm) | | | 8-K | | | 001-02958 | | | 10.4 | | | 12/30/2022 | | | | | |
| 101 | | | The following materials from Hubbell Incorporated's Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) Notes to the Consolidated Financial Statements. | | | | | | | | | | | | | | | * | | |
| | | | | | | | | | | | |
*(1)As of February 9, 2023.*
| Year 2022 | | | | | | $ | 10.6 | | | | | $ | 7.2 | | | | | $ | (3.5) | | | | | | | | $ | 14.3 | |
| Year 2022 | | | | | | $ | 34.7 | | | | | $ | 365.1 | | | | | $ | (355.7) | | | | | | | | $ | 44.1 | |
| Year 2022 | | | | | | $ | 32.6 | | | | | $ | (0.4) | | | | | $ | — | | | | | | | | $ | 32.2 | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Number | | | Description | | | Form | | | File No. | | | Exhibit | | | Filing Date | | | Filed/ Furnished Herewith | | |
| 10.6† | | | [Hubbell Incorporated Incentive Compensation Plan, adopted effective January 1, 2002](http://www.sec.gov/Archives/edgar/data/48898/000095012302002711/y57922ex10-z.htm) | | | 10-K | | | 001-02958 | | | 10z | | | 3/20/2002 | | | | | |
| 10.6(a)† | | | [First Amendment, dated December 4, 2019, to Hubbell Incorporated Incentive Compensation Plan, adopted effective January 1, 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex106a.htm) | | | 10-K | | | 001-02958 | | | 10.6(a) | | | 2/14/2020 | | | | | |
| 10.20† | | | [Change in Control Severance Agreement, dated as of January 24, 2014, between Hubbell Incorporated and Gerben Bakker](http://www.sec.gov/Archives/edgar/data/48898/000130817914000038/exhibit_10.36.htm) | | | 10-K | | | 001-02958 | | | 10.36 | | | 2/18/2014 | | | | | |
| 10.21† | | | [Employment Agreement, dated as of December 22, 2017, between Hubbell Power Systems, Inc. and Allan J. Connolly](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex1022.htm) | | | 10-K | | | 001-02958 | | | 10.22 | | | 2/14/2020 | | | | | |
| 10.21(a)† | | | [1st Amendment, dated July 1, 2019, to Employment Agreement dated as of December 22, 2017 between Hubbell Power Systems, Inc and Allan J. Connolly](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex1022a.htm) | | | 10-K | | | 001-02958 | | | 10.22(a) | | | 2/14/2020 | | | | | |
| 10.21(b)† | | | [Letter Agreement dated as of April 2, 2020 between Hubbell Power Systems, Inc. and Allan J. Connolly](https://www.sec.gov/Archives/edgar/data/48898/000162828021001868/hubb-20201231xex1023b.htm) | | | 10-K | | | 001-02958 | | | 10.23(b) | | | 2/11/2021 | | | | | |
| 10.24 | | | [Amendment #3, dated February 10, 2021, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015.](https://www.sec.gov/Archives/edgar/data/48898/000162828021007817/hubb20210331-ex102.htm) | | | 10-Q | | | 001-02958 | | | 10.2 | | | 4/28/2021 | | | | | |
| 101.INS | | | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document | | | | | | | | | | | | | | | | | |
| 101.SCH | | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | * | | |
| 101.CAL | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | * | | |
| 101.DEF | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | * | | |
| 101.LAB | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | * | | |
| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | | * | | |
| By | | | S. R. Shawley | | | *Director* | | | | | |
*(1)As of February 11, 2022.*
| Year 2019 | | | | | | $ | 4.4 | | | | | $ | 2.8 | | | | | $ | (0.4) | | | | | | | | $ | 6.8 | |
| Year 2019 | | | | | | $ | 32.7 | | | | | $ | 280.6 | | | | | $ | (279.8) | | | | | | | | $ | 33.5 | |
| Year 2019 | | | | | | $ | 19.2 | | | | | $ | 6.7 | | | | | $ | — | | | | | | | | $ | 25.9 | |
An excerpt. Shown here: 40 of 49 rewritten, all 8 added and all 22 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedule in the FY2022 filing and the FY2021 filing.