filings.toolsItem 8. Financial Statements and Supplementary Data
206K characters. Original on sec.gov · Markdown
Item 8. Financial Statements and Supplementary Data
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
| HUBBELL INCORPORATED - Form 10-K | 41 |
Reports of Management
Report on Management’s Responsibility for Financial Statements
Our management is responsible for the preparation, integrity and fair presentation of our published financial statements. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include amounts based on informed judgments made by management.
We believe it is critical to provide investors and other users of our financial statements with information that is relevant, objective, understandable and timely, so that they can make informed decisions. As a result, we have established and maintain systems and practices and internal control processes designed to provide reasonable, but not absolute, assurance that transactions are properly executed and recorded and that our policies and procedures are carried out appropriately. Management strives to recruit, train and retain high quality people to ensure that controls are designed, implemented and maintained in a high-quality, reliable manner.
Our independent registered public accounting firm audited our financial statements and the effectiveness of our internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (United States). Their report appears on the next page within this Annual Report on Form 10-K.
Our Board of Directors normally meets at least eight times per year to provide oversight, to review corporate strategies and operations, and to assess management’s conduct of the business. The Board of Directors also schedules additional meetings on an as needed basis. The Audit Committee of our Board of Directors is composed of at least three individuals all of whom must be “independent” under current New York Stock Exchange listing standards and regulations adopted by the SEC under the federal securities laws. The Audit Committee meets regularly with our internal auditors and independent registered public accounting firm, as well as, management to review, among other matters, accounting, auditing, internal controls and financial reporting issues and practices. Both the internal auditors and independent registered public accounting firm have full, unlimited access to the Audit Committee.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate systems of internal control over financial reporting as defined by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.
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.
In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2022.
The effectiveness of our internal control over financial reporting as of December 31, 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.
| /s/ GERBEN W. BAKKER | /s/ WILLIAM R. SPERRY | |||||||
| Gerben W. Bakker | William R. Sperry | |||||||
| Chairman of the Board, President and Chief Executive Officer | Executive Vice President and Chief Financial Officer |
| 42 | HUBBELL INCORPORATED - Form 10-K |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Hubbell Incorporated
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Hubbell Incorporated and its subsidiaries (the “Company”) as of December 31, 2022 and 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, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 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, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
| HUBBELL INCORPORATED - Form 10-K | 43 |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessments – One of the Reporting Units Subject to a Quantitative Assessment
As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,970.5 million as of December 31, 2022. Goodwill represents purchase price in excess of fair values of the underlying net assets of acquired companies. Goodwill is subject to annual impairment testing. Management performs its goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. 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. As disclosed by management, management also completed its annual goodwill impairment assessment as of April 1, 2022. For 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. If the estimated fair value of the reporting unit exceeds its carrying value, no impairment exists. Goodwill impairment testing requires judgment by management, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Management uses internal discounted cash flow models to estimate fair value. 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 pandemic, impacts to the supply chain and higher inflation. These cash flow estimates are derived from historical experience, third party end market data, and future long-term business plans and include assumptions of future sales growth, gross margin, operating margin, terminal growth rate and the application of an appropriate discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for 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 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.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment assessment, including controls over the estimation of the fair value of the reporting unit. These procedures also included, among others, (i) testing management’s process for estimating the fair value of the reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of the underlying data used in the 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 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.
/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
February 9, 2023
We have served as the Company’s auditor since at least 1961. We have not been able to determine the specific year we began serving as auditor of the Company.
| 44 | HUBBELL INCORPORATED - Form 10-K |
Consolidated Statement of Income
| Year Ended December 31, | |||||||||||
| (in millions, except per share amounts) | 2022 | 2021 | 2020 | ||||||||
| Net sales | $ | 4,947.9 | $ | 4,194.1 | $ | 3,682.5 | |||||
| Cost of goods sold | 3,476.3 | 3,042.6 | 2,596.7 | ||||||||
| Gross profit | 1,471.6 | 1,151.5 | 1,085.8 | ||||||||
| Selling & administrative expenses | 762.5 | 619.2 | 591.3 | ||||||||
| Operating income | 709.1 | 532.3 | 494.5 | ||||||||
| Loss on disposition of business (Note 4) | — | (6.9) | — | ||||||||
| Loss on extinguishment of debt (Note 13) | — | (16.8) | — | ||||||||
| Pension charge (Note 12) | (7.0) | — | (7.6) | ||||||||
| Interest expense, net | (49.6) | (54.7) | (60.1) | ||||||||
| Other income (expense), net | 4.5 | 5.4 | (2.3) | ||||||||
| Total other expense | (52.1) | (73.0) | (70.0) | ||||||||
| Income from continuing operations before income taxes | 657.0 | 459.3 | 424.5 | ||||||||
| Provision for income taxes | 140.2 | 88.2 | 89.8 | ||||||||
| Net income from continuing operations | 516.8 | 371.1 | 334.7 | ||||||||
| Less: Net income from continuing operations attributable to noncontrolling interest | (5.5) | (6.1) | (4.7) | ||||||||
| Net income from continuing operations attributable to Hubbell Incorporated | 511.3 | 365.0 | 330.0 | ||||||||
| Income from discontinued operations, net of tax (Note 2) | 34.6 | 34.5 | 21.2 | ||||||||
| Net income attributable to Hubbell Incorporated | $ | 545.9 | $ | 399.5 | $ | 351.2 | |||||
| Earnings per share | |||||||||||
| Basic earnings per share from continuing operations | $ | 9.49 | $ | 6.70 | $ | 6.07 | |||||
| Basic earnings per share from discontinued operations | $ | 0.64 | $ | 0.63 | $ | 0.39 | |||||
| Basic earnings per share | $ | 10.13 | $ | 7.33 | $ | 6.46 | |||||
| Diluted earnings per share from continuing operations | $ | 9.43 | $ | 6.66 | $ | 6.04 | |||||
| Diluted earnings per share from discontinued operations | $ | 0.64 | $ | 0.62 | $ | 0.39 | |||||
| Diluted earnings per share | $ | 10.07 | $ | 7.28 | $ | 6.43 |
See notes to consolidated financial statements.
| HUBBELL INCORPORATED - Form 10-K | 45 |
Consolidated Statement of Comprehensive Income
| Year Ended December 31, | |||||||||||
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Net income | $ | 551.4 | $ | 405.6 | $ | 355.9 | |||||
| Other comprehensive income (loss): | |||||||||||
| Currency translation adjustment: | |||||||||||
| Foreign currency translation adjustments | (27.9) | (11.5) | 12.3 | ||||||||
| Reclassification of currency translation gains included in net income | 0.5 | — | — | ||||||||
| Defined benefit pension and post-retirement plans, net of taxes of $(4.8), $(3.2) and $2.9 | 14.2 | 9.2 | (8.8) | ||||||||
| Unrealized gain (loss) on investments, net of taxes of $0.4, $0.1 and $(0.1) | (1.4) | (0.4) | 0.4 | ||||||||
| Unrealized gains (losses) on cash flow hedges, net of taxes of $(0.1), $(0.4) and $0.5 | 0.2 | 1.1 | (0.2) | ||||||||
| Other comprehensive (loss) income | (14.4) | (1.6) | 3.7 | ||||||||
| Comprehensive income | 537.0 | 404.0 | 359.6 | ||||||||
| Less: Comprehensive income attributable to noncontrolling interest | 5.5 | 6.1 | 4.7 | ||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO HUBBELL | $ | 531.5 | $ | 397.9 | $ | 354.9 |
See notes to consolidated financial statements.
| 46 | HUBBELL INCORPORATED - Form 10-K |
Consolidated Balance Sheet
| At December 31, | ||||||||
| (in millions, except per share amounts) | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 440.5 | $ | 286.2 | ||||
| Short-term investments | 14.3 | 9.4 | ||||||
| Accounts receivable (net of allowances of $14.3 and $10.6) | 741.6 | 675.3 | ||||||
| Inventories, net | 740.7 | 662.1 | ||||||
| Other current assets | 84.3 | 66.8 | ||||||
| Assets held for sale - current | — | 179.5 | ||||||
| Total Current Assets | 2,021.4 | 1,879.3 | ||||||
| Property, Plant, and Equipment, net | 528.0 | 459.5 | ||||||
| Other Assets | ||||||||
| Investments | 65.9 | 69.1 | ||||||
| Goodwill | 1,970.5 | 1,871.3 | ||||||
| Other intangible assets, net | 669.9 | 681.5 | ||||||
| Other long-term assets | 146.9 | 143.7 | ||||||
| Assets held for sale - non-current | — | 177.1 | ||||||
| TOTAL ASSETS | $ | 5,402.6 | $ | 5,281.5 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term debt and current portion of long-term debt | $ | 4.7 | $ | 9.7 | ||||
| Accounts payable | 529.9 | 532.8 | ||||||
| Accrued salaries, wages and employee benefits | 144.2 | 94.7 | ||||||
| Accrued insurance | 75.6 | 73.3 | ||||||
| Other accrued liabilities | 334.1 | 263.4 | ||||||
| Liabilities held for sale - current | — | 91.3 | ||||||
| Total Current Liabilities | 1,088.5 | 1,065.2 | ||||||
| Long-term Debt | 1,437.9 | 1,435.5 | ||||||
| Other Non-Current Liabilities | 505.6 | 521.3 | ||||||
| Liabilities held for sale - non-current | — | 18.8 | ||||||
| TOTAL LIABILITIES | $ | 3,032.0 | $ | 3,040.8 | ||||
| Commitments and Contingencies (see Note 16) | ||||||||
| Hubbell Incorporated Shareholders’ Equity | ||||||||
| Common stock, par value $0.01 | ||||||||
| Common stock - Authorized 200,000,000 shares, outstanding 53,689,539 and 54,518,047 shares | $ | 0.6 | $ | 0.6 | ||||
| Additional paid-in capital | — | — | ||||||
| Retained earnings | 2,705.5 | 2,560.0 | ||||||
| Accumulated other comprehensive loss | (345.2) | (330.8) | ||||||
| Total Hubbell Incorporated Shareholders’ Equity | 2,360.9 | 2,229.8 | ||||||
| Noncontrolling interest | 9.7 | 10.9 | ||||||
| TOTAL EQUITY | 2,370.6 | 2,240.7 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 5,402.6 | $ | 5,281.5 |
See notes to consolidated financial statements.
| HUBBELL INCORPORATED - Form 10-K | 47 |
Consolidated Statement of Cash Flows
| Year Ended December 31, | |||||||||||
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Cash Flows from Operating Activities of Continuing Operations | |||||||||||
| Net income from continuing operations | $ | 516.8 | $ | 371.1 | $ | 334.7 | |||||
| Adjustments to reconcile net income from continuing operations to net cash provided by operating activities, net of acquisitions: | |||||||||||
| Depreciation and amortization | 148.5 | 149.1 | 144.5 | ||||||||
| Deferred income taxes | (27.8) | 9.2 | 1.4 | ||||||||
| Stock-based compensation | 24.5 | 17.5 | 21.9 | ||||||||
| Provision for bad debt expense | 7.4 | 1.3 | 6.7 | ||||||||
| Loss on disposition of business | — | 6.9 | — | ||||||||
| Loss on extinguishment of debt | — | 16.8 | — | ||||||||
| Pension charge | 7.0 | — | 7.6 | ||||||||
| Loss (gain) on sale of assets | 3.5 | (4.7) | 0.2 | ||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| (Increase) decrease in accounts receivable | (74.2) | (124.8) | 41.7 | ||||||||
| (Increase) decrease in inventories | (66.5) | (138.9) | 45.8 | ||||||||
| (Decrease) increase in accounts payable | (15.3) | 195.1 | 20.7 | ||||||||
| Increase (decrease) in current liabilities | 108.3 | 27.6 | (26.9) | ||||||||
| Changes in other assets and liabilities, net | 13.2 | (14.9) | 19.2 | ||||||||
| Contributions to qualified defined benefit pension plans | (12.5) | (0.1) | (23.2) | ||||||||
| Other, net | 3.3 | 2.5 | 8.6 | ||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | 636.2 | 513.7 | 602.9 | ||||||||
| Cash Flows from Investing Activities of Continuing Operations | |||||||||||
| Capital expenditures | (129.3) | (90.2) | (82.8) | ||||||||
| Acquisitions, net of cash acquired | (177.1) | 0.1 | (239.6) | ||||||||
| Proceeds from disposal of business, net of cash | 332.8 | 8.5 | — | ||||||||
| Purchases of available-for-sale investments | (33.7) | (11.4) | (35.1) | ||||||||
| Proceeds from sales of available-for-sale investments | 23.0 | 11.5 | 28.9 | ||||||||
| Other, net | 2.4 | 9.4 | 5.3 | ||||||||
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES FROM CONTINUING OPERATIONS | 18.1 | (72.1) | (323.3) | ||||||||
| Cash Flows from Financing Activities of Continuing Operations | |||||||||||
| Issuance of long-term debt | — | 298.7 | 225.0 | ||||||||
| Payment of long-term debt | — | (300.0) | (331.3) | ||||||||
| Issuance of short-term debt | — | 8.1 | 125.5 | ||||||||
| Payment of short-term debt | (4.8) | (151.6) | (3.6) | ||||||||
| Payment of dividends | (229.6) | (216.9) | (201.4) | ||||||||
| Make whole payment for retirement of long-term debt | — | (16.0) | — | ||||||||
| Debt issuance cost | — | (4.5) | — | ||||||||
| Acquisition of common shares | (182.0) | (11.2) | (41.3) | ||||||||
| Other | (20.7) | (39.6) | (17.1) | ||||||||
| NET CASH USED IN FINANCING ACTIVITIES FROM CONTINUING OPERATIONS | (437.1) | (433.0) | (244.2) | ||||||||
| Discontinued Operations: | |||||||||||
| Cash (used) provided by operating activities | (53.0) | 30.1 | 45.1 | ||||||||
| Cash used by investing activities | (1.7) | (5.7) | (5.5) | ||||||||
| Cash (used) provided by discontinued operations | (54.7) | 24.4 | 39.6 | ||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (8.8) | (3.0) | 2.6 | ||||||||
| Increase in cash, cash equivalents, and restricted cash | 153.7 | 30.0 | 77.6 | ||||||||
| Cash and cash equivalents, beginning of year | 286.2 | 258.6 | 179.8 | ||||||||
| Cash and cash equivalents within assets held for sale, beginning of year | 0.7 | 1.0 | 2.2 | ||||||||
| Restricted cash, included in other assets, beginning of year | 2.7 | — | — | ||||||||
| Less: Restricted cash, included in Other Assets | 2.8 | 2.7 | — | ||||||||
| Less: Cash and cash equivalents within assets held for sale, end of year | — | 0.7 | 1.0 | ||||||||
| Cash and cash equivalents, end of year | $ | 440.5 | $ | 286.2 | $ | 258.6 |
See notes to consolidated financial statements.
| 48 | HUBBELL INCORPORATED - Form 10-K |
Consolidated Statement of Changes in Equity
| (in millions, except per share amounts) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Hubbell Shareholders' Equity | Non- controlling interest | ||||||||||||||
| BALANCE AT DECEMBER 31, 2019 | $ | 0.6 | $ | — | $ | 2,279.4 | $ | (332.9) | $ | 1,947.1 | $ | 13.4 | ||||||||
| Net income | — | — | 351.2 | — | 351.2 | 4.7 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | 3.7 | 3.7 | — | ||||||||||||||
| Stock-based compensation | — | 23.9 | — | — | 23.9 | — | ||||||||||||||
| Acquisition/surrender of common shares (1) | — | (17.8) | (34.1) | — | (51.9) | — | ||||||||||||||
| Cash dividends declared ($3.71 per share) | — | — | (201.8) | — | (201.8) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (2.7) | ||||||||||||||
| Directors deferred compensation | — | (1.2) | — | — | (1.2) | — | ||||||||||||||
| Cumulative effect from adoption of CECL accounting standard | — | — | (1.0) | — | (1.0) | — | ||||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | 0.6 | $ | 4.9 | $ | 2,393.7 | $ | (329.2) | $ | 2,070.0 | $ | 15.4 | ||||||||
| Net income | — | — | 399.5 | — | 399.5 | 6.1 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | (1.6) | (1.6) | — | ||||||||||||||
| Stock-based compensation | — | 18.6 | — | — | 18.6 | — | ||||||||||||||
| Acquisition/surrender of common shares (1) | — | (24.2) | (15.8) | — | (40.0) | — | ||||||||||||||
| Cash dividends declared ($3.99 per share) | — | — | (217.4) | — | (217.4) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (10.6) | ||||||||||||||
| Directors deferred compensation | — | 0.7 | — | — | 0.7 | — | ||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | 0.6 | $ | — | $ | 2,560.0 | $ | (330.8) | $ | 2,229.8 | $ | 10.9 | ||||||||
| Net income | — | — | 545.9 | — | 545.9 | 5.5 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | (14.4) | (14.4) | — | ||||||||||||||
| Stock-based compensation | — | 24.5 | — | — | 24.5 | — | ||||||||||||||
| Acquisition/surrender of common shares (1) | — | (23.1) | (170.5) | — | (193.6) | — | ||||||||||||||
| Cash dividends declared ($4.27 per share) | — | — | (229.9) | — | (229.9) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (6.7) | ||||||||||||||
| Directors deferred compensation | — | (1.4) | — | — | (1.4) | — | ||||||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | 0.6 | $ | — | $ | 2,705.5 | $ | (345.2) | $ | 2,360.9 | $ | 9.7 |
See notes to consolidated financial statements.
(1) For accounting purposes, the Company treats repurchased shares as constructively retired when acquired and accordingly charges the purchase price against Common Stock par value, Additional paid-in capital, to the extent available, and Retained earnings. The change in Retained earnings of $170.5 million, $15.8 million and $34.1 million in 2022, 2021 and 2020, respectively, reflects this accounting treatment.
| HUBBELL INCORPORATED - Form 10-K | 49 |
Notes to Consolidated Financial Statements
NOTE 1 Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
On February 1, 2022, the Company completed the sale of the Commercial and Industrial Lighting business (the "C&I Lighting business") to GE Current, a Daintree Company, for total net cash consideration of $332.8 million. The C&I Lighting business had sales of $509.4 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 C&I Lighting business met the criteria set forth in ASC 205-20 to be presented as a discontinued operation. The C&I Lighting business' results of operations and the related cash flows have been presented as income from discontinued operations in the Consolidated Statements of Income and cash flows from discontinued operations in the Consolidated Statements of Cash Flows, respectively, for all periods presented. See Note 2, Discontinued Operations, to the Consolidated Financial Statements for further information.
Principles of Consolidation
The Consolidated Financial Statements include all wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company participates in two joint ventures that have been consolidated in accordance with the consolidation accounting guidance. An analysis is performed to determine which reporting entity, if any, has a controlling financial interest in a variable interest entity (“VIE”) with a primarily qualitative analysis. The qualitative analysis is based on identifying the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance (the “power criterion”) and the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE (the “losses/benefit criterion”). The party that meets both these criteria is deemed to have a controlling financial interest. The party with the controlling financial interest is considered to be the primary beneficiary and as a result is required to consolidate the VIE. The Company has a 50% interest in a joint venture in Hong Kong, established as Hubbell Asia Limited (“HAL”). The principal objective of HAL is to manage the operations of its wholly-owned manufacturing company in China. Under the accounting guidance, the Company is the primary beneficiary of HAL and as a result consolidates HAL.
This determination is based on the fact that HAL’s sole business purpose is to manufacture product exclusively for the Company (the power criterion) and the Company is financially responsible for ensuring HAL maintains a fixed operating margin (the losses/benefit criterion). The consolidation of HAL is not material to the Company’s consolidated financial statements.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements. Actual results could differ from the estimates that are used.
Impact of the COVID-19 Pandemic
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). The pandemic has had, and may continue to have, a significant effect on global economic conditions. U.S. Federal, state, local, and foreign governments have reacted to the public health crisis with mitigation measures, creating significant uncertainties in the U.S. and global economies. The extent to which the coronavirus pandemic will continue to affect our business, operations, supply chains, and our financial results will depend on numerous evolving factors that we may not be able to accurately predict and which may cause the actual results to differ from the estimates and assumptions we are required to make in the preparation of financial statements according to GAAP.
Assets and Liabilities Held for Sale
The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
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The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.
Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated statements of financial position. Refer to Note 2, "Discontinued Operations," of the notes to Consolidated Financial Statements for further information. In conjunction with the C&I Lighting Business being classified as held for sale, depreciation and amortization ceased.
Revenue Recognition
The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs, for products, upon the transfer of control in accordance with the contractual terms and conditions of the sale. The majority of the Company’s revenue associated with products is recognized at a point in time when the product is shipped to the customer, with a relatively small amount of transactions in the Utility Solutions segment recognized upon delivery of the product at the contractually specified destination. Revenue from service contracts and post-shipment performance obligations is approximately two percent of total annual consolidated net revenue and those service contracts and post-shipment obligations are primarily within the Utility Solutions segment. Revenue from service contracts and post-shipment performance obligations is recognized when or as those obligations are satisfied. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations and on occasion will separately offer and price extended warranties that are separate performance obligations for which the associated revenue is recognized over-time based on the extended warranty period. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue.
Within the Electrical Solutions segment, certain businesses require a portion of the transaction price to be paid in advance of transfer of control. Advance payments are not considered a significant financing component as they are received less than one year before the related performance obligations are satisfied. In addition, in the Utility Solutions segment, certain businesses offer annual maintenance service contracts that require payment at the beginning of the contract period. These payments are treated as a contract liability and are classified in Other accrued liabilities in the Consolidated Balance Sheet. Once control transfers to the customer and the Company meets the revenue recognition criteria, the deferred revenue is recognized in the Consolidated Statement of Income. The deferred revenue relating to the annual maintenance service contracts is recognized in the Consolidated Statement of Income on a straight line basis over the expected term of the contract.
The Company has certain arrangements that require us to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of the product to be returned. The Company principally relies on historical experience, specific customer agreements and anticipated future trends to estimate these amounts at the time of shipment and to reduce the transaction price. These arrangements include sales discounts and allowances based on sales volumes, specific programs and special pricing allowances, and returned goods, as are customary in the electrical products industry. Customer returns have historically been approximately 1% of gross sales.
Shipping and Handling Costs
The Company records shipping and handling costs as part of Cost of goods sold in the Consolidated Statement of Income.
Foreign Currency Translation
The assets and liabilities of international subsidiaries are translated to U.S. dollars at exchange rates in effect at the end of the year, and income and expense items are translated at average exchange rates in effect during the year. The effects of exchange rate fluctuations on the translated amounts of foreign currency assets and liabilities are included as translation adjustments in Accumulated other comprehensive loss within Hubbell shareholders’ equity. Gains and losses from foreign currency transactions are included in results of operations.
Cash and Cash Equivalents
The carrying value of cash equivalents approximates fair value. Cash equivalents consist of highly liquid investments with original maturities to the Company of three months or less.
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Investments
Investments in debt and equity securities are classified by individual security as available-for-sale, held-to-maturity or trading securities. Our available-for-sale securities, consisting of municipal bonds, are carried on the balance sheet at fair value with current period adjustments to carrying value recorded in Accumulated other comprehensive loss within Hubbell shareholders’ equity, net of tax. Realized gains and losses are recorded in income in the period of sale. The Company’s trading securities are carried on the balance sheet at fair value and consist primarily of debt and equity mutual funds. Gains and losses associated with these trading securities are reflected in the results of operations. The Company did not have any investments classified as held-to-maturity as of December 31, 2022 and 2021.
Accounts Receivable and Allowances
Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is based on an estimated amount of probable credit losses in existing accounts receivable. The allowance is calculated based upon a combination of historical write-off experience, fixed percentages applied to aging categories and specific identification based upon a review of past due balances and problem accounts. Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer be pursued. The Company also maintains a reserve for credit memos and cash discounts which are principally calculated based upon historical experience, specific customer agreements, as well as anticipated future trends.
Inventories
Inventories are stated at the lower of cost or market value. Approximately 60% of total net inventory value is determined utilizing the last-in, first-out (LIFO) method of inventory accounting. The cost of foreign inventories and certain domestic inventories is determined utilizing average cost or first-in, first-out (FIFO) methods of inventory accounting. Reserves for excess and obsolete inventory are provided based on current assessments about future demand compared to on-hand quantities.
Property, Plant, and Equipment
Property, plant, and equipment values are stated at cost less accumulated depreciation. Maintenance and repair expenditures that do not significantly increase the life of an asset are charged to expense when incurred. Property, plant, and equipment placed in service prior to January 1, 1999 are depreciated over their estimated useful lives, principally, using accelerated methods. Assets placed in service subsequent to January 1, 1999 are depreciated over their estimated useful lives, using straight-line methods. Leasehold improvements are amortized over the shorter of their economic lives or the lease term. Gains and losses arising on the disposal of property, plant and equipment are included in Operating income in the Consolidated Statement of Income.
Capitalized Computer Software Costs
Capitalized computer software costs, net of amortization, were $7.0 million and $10.8 million at December 31, 2022 and 2021, respectively. This balance is reflected in Other long-term assets in the Consolidated Balance Sheet. Capitalized computer software is for internal use and costs primarily consist of purchased materials, external services and salary costs for personnel dedicated to the projects. Software is amortized on a straight-line basis over appropriate periods, generally between three and five years. The Company recorded amortization expense of $6.6 million in 2022, $9.6 million in 2021 and $10.0 million in 2020 relating to capitalized computer software.
Goodwill and Other Intangible Assets
Goodwill represents purchase price in excess of fair values of the underlying net assets of acquired companies. Indefinite-lived intangible assets and goodwill are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance. The Company performs its goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. The accounting guidance provides entities an option of performing a qualitative assessment (a "step-zero" test) before performing a quantitative analysis. If the entity determines, on the basis of certain qualitative factors, that it is more-likely-than-not that the goodwill is not impaired, the entity would not need to proceed to quantitative goodwill impairment testing process as prescribed in the guidance. The Company applied the "step-zero" test to one of its four reporting units. Based on that qualitative assessment, the Company concluded it was more-likely-than-not that the fair value of this reporting unit exceeded its carrying value and therefore, further quantitative analysis was not required. For the other three reporting units the Company has 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. If the fair value of the reporting unit exceeds its carrying value, no impairment exists.
Goodwill impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future discounted 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 pandemic, impacts to the supply chain and higher inflation. We use internal discounted cash flow models to estimate fair value. These cash flow estimates are derived from historical experience, third party end market data, and future long-term business plans and include assumptions on future sales growth, gross margin, operating margin, terminal growth rate, and the application of an appropriate discount rate. Changes in these estimates and assumptions could affect the determination of fair value and/or goodwill impairment for each reporting unit. The Company believes that its estimated aggregate fair value of its reporting units is reasonable when compared to the Company's market capitalization on the valuation date.
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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.
As of April 1, 2022, the impairment testing resulted in implied fair values of our reporting units that exceeded the reporting unit's carrying value, including goodwill. The range of fair value in excess of carrying value, including goodwill, of the reporting units was 57% to 308%. Additionally, the Company did not have any reporting units with zero or negative carrying amounts. The Company has not recorded any goodwill impairments since the initial adoption of the accounting guidance in 2002.
The Company’s intangible assets consist primarily of customer relationships, tradenames, developed technology and patents. Intangible assets with definite lives are amortized over periods generally ranging from 5-30 years. The Company amortizes intangible assets with definite lives using either 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, or using a straight line method. Approximately 80% of the gross value of definite-lived intangible assets follow an accelerated amortization method. These definite lived intangibles are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The Company did not record any material impairments related to its definite lived intangible assets in 2022, 2021 or 2020. The Company also has some tradenames that are considered to be indefinite-lived intangible assets. These indefinite-lived intangible assets are not amortized and are tested for impairment annually, unless circumstances dictate the need for more frequent assessment.
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.
Other Long-Lived Assets
The Company reviews depreciable long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset group and its eventual disposition is compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of impaired assets is determined using expected cash flow estimates, quoted market prices when available and appraisals as appropriate. The Company did not record any material impairment charges in 2022, 2021 or 2020.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included as ROU assets within other long-term assets, other accrued liabilities, and other non-current liabilities in our Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use an implicit rate when readily determinable. For leases existing as of January 1, 2019, we have elected to use the remaining lease term as of the adoption date in determining the incremental borrowing rate. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
We have lease agreements with lease and non-lease components, which are generally accounted for separately. Additionally, for our vehicle leases, we apply a portfolio approach regarding the assumed lease term.
| HUBBELL INCORPORATED - Form 10-K | 53 |
Accrued Insurance
The Company retains a significant portion of the risks associated with workers’ compensation, medical, automobile and general liability insurance. The Company estimates self-insurance liabilities using a number of factors, including historical claims experience, demographic factors, and other actuarial assumptions. The accrued liabilities associated with these programs are based on the Company’s estimate of the ultimate costs to settle known claims as well as claims incurred but not reported as of the balance sheet date. The Company periodically reviews the assumptions with a third party actuary to determine the adequacy of these self-insurance reserves.
Accrued Warranty
The Company offers product warranties which cover defects on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known or as historical experience indicates.
Income Taxes
The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax authorities routinely examine the Company’s tax returns. These audits can involve complex issues which may require an extended period of time to resolve. The Company makes adequate provisions for best estimates of exposures on previously filed tax returns. Deferred income taxes are recognized for the tax consequence of differences between financial statement carrying amounts and the tax basis of assets and liabilities by applying the currently enacted statutory tax rates in accordance with the accounting guidance for income taxes. The effect of a change in statutory tax rates is recognized in the period that includes the enactment date. Additionally, deferred tax assets are required to be reduced by a valuation allowance if it is more-likely-than-not that a portion or all of the deferred tax asset will not be realized. The Company uses factors to assess the likelihood of realization of deferred tax assets such as the forecast of future taxable income and available tax planning that could be implemented to realize the deferred tax assets.
In addition, the accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of the tax position taken or expected to be taken in a tax return. For any amount of benefit to be recognized, it must be determined that it is more-likely-than-not that a tax position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of benefit to be recognized is based on the Company’s assertion of the most likely outcome resulting from an examination, including resolution of any related appeals or litigation processes. Companies are required to reflect only those tax positions that are more-likely-than-not to be sustained. See Note 14 — Income Taxes for additional information.
Research and Development
Research and development expenditures represent costs to discover and/or apply new knowledge in developing a new product, process, or in bringing about a significant improvement to an existing product or process. Research and development expenses are recorded as a component of Cost of goods sold. Expenses for research and development were approximately 2% of Net Sales in each of 2022 and 2021 and 3% in 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.
Retirement Benefits
The Company maintains various defined benefit pension plans for some of its U.S. and foreign employees. The accounting guidance for retirement benefits requires the Company to recognize the funded status of its defined benefit pension and postretirement plans as an asset or liability in the Consolidated Balance Sheet. Gains or losses, prior service costs or credits, and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of the year are recognized as components of Accumulated other comprehensive loss, net of tax, within Hubbell shareholders’ equity. The Company’s policy is to fund pension costs within the ranges prescribed by applicable regulations. In addition to providing defined benefit pension benefits, the Company provides health care and life insurance benefits for some of its active and retired employees. The Company’s policy is to fund these benefits through insurance premiums or as actual expenditures are made. See also Note 12 — Retirement Benefits.
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Earnings Per Share
Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends. As a result, the earnings per share accounting guidance requires the Company to use the two-class method for calculating earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for common stock and participating securities. Basic earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares of common stock outstanding. Earnings per diluted share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding of common stock plus the incremental shares outstanding assuming the exercise of dilutive stock options, stock appreciation rights and performance shares. See also Note 19 — Earnings Per Share.
Stock-Based Compensation
The Company recognizes the grant-date fair value of all stock-based awards on a straight-line basis over their respective requisite service periods (generally equal to an award’s vesting period). A stock-based award is considered vested for expense attribution purposes when the retention of the award is no longer contingent on providing subsequent service. Accordingly, the Company generally recognizes compensation cost immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. The expense is recorded in Cost of goods sold and S&A expense in the Consolidated Statement of Income based on the recipients’ respective functions within the organization.
The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. See also Note 18 — Stock-Based Compensation.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are effective for all entities beginning on March 12, 2020 through December 31, 2022. The Company may elect to apply the amendments prospectively through December 31, 2022.
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. The Company is currently assessing the impact of adopting this standard on its financial statements and the timing of adoption.
NOTE 2 Discontinued Operations
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. We have concluded the divestiture of this business represents a strategic shift that will have a major effect on our operations and financial results, and as a result, is reported as a discontinued operation in our Consolidated Financial Statements for all periods presented. The assets and liabilities of this business are also presented as held for sale in the Consolidated Balance Sheets for the year ended December 31, 2021. The C&I Lighting business was previously included in the Electrical Solutions segment.
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. Furthermore, we entered into a short-term supply agreement whereby the Company acts as a supplier of finished goods and component parts to the C&I Lighting business after the completion of the sale. 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.
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The following table presents the summarized components of income from discontinued operations, net of income taxes, for the Commercial and Industrial Lighting business:
| Year Ended December 31, | |||||||||||
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Net sales | $ | 29.1 | $ | 509.4 | $ | 503.5 | |||||
| Cost of goods sold | 27.8 | 403.4 | 385.6 | ||||||||
| Gross profit | 1.3 | 106.0 | 117.9 | ||||||||
| Selling & administrative expenses | 17.3 | 88.5 | 85.1 | ||||||||
| Operating (Loss) income | (16.0) | 17.5 | 32.8 | ||||||||
| Gain on disposal of business | 73.9 | — | — | ||||||||
| Other expense | (1.5) | (4.1) | (4.0) | ||||||||
| Income from discontinued operations before income taxes | 56.4 | 13.4 | 28.8 | ||||||||
| Provision (benefit) for income taxes | 21.8 | (21.1) | 7.6 | ||||||||
| Income from discontinued operations, net of taxes | $ | 34.6 | $ | 34.5 | $ | 21.2 |
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 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.
The following table presents balance sheet information for assets and liabilities held for sale:
| At December 31, | ||||||||
| (in millions) | 2021 | |||||||
| Cash and cash equivalents | $ | 0.7 | ||||||
| Accounts receivable | 83.1 | |||||||
| Inventories, net | 89.8 | |||||||
| Other current assets | 5.9 | |||||||
| Assets held for sale - current | $ | 179.5 | ||||||
| Property, Plant, and Equipment, net | 77.7 | |||||||
| Goodwill | 50.2 | |||||||
| Other Intangible assets, net | 37.3 | |||||||
| Other long-term assets | 11.9 | |||||||
| Assets held for sale - non-current | $ | 177.1 | ||||||
| Accounts payable | 50.2 | |||||||
| Accrued salaries, wages and employee benefits | 8.5 | |||||||
| Accrued insurance | 3.9 | |||||||
| Other accrued liabilities | 28.7 | |||||||
| Liabilities held for sale - current | $ | 91.3 | ||||||
| Other Non-Current Liabilities | 18.8 | |||||||
| Liabilities held for sale - non-current | $ | 18.8 |
| 56 | HUBBELL INCORPORATED - Form 10-K |
NOTE 3 Revenue
The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs, for products, upon the transfer of control in accordance with the contractual terms and conditions of the sale. Approximately three-fourths of the Company's Net sales are to distributors who then sell directly into our end markets. Within the Utility Solutions segment, our businesses sell to distributors, with the majority of sales to the utility end markets and also directly into transmission and distribution utility markets. The majority of the Company’s revenue associated with products is recognized at a point in time when the product is shipped to the customer, with a relatively small amount of transactions, primarily in the Utility Solutions segment, recognized upon delivery of the product at the destination. Revenue from service contracts and post-shipment performance obligations is recognized when or as those obligations are satisfied. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations and on occasion will separately offer and price extended warranties that are separate performance obligations for which the associated revenue is recognized over-time based on the extended warranty period. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue.
Within the Electrical Solutions segment, certain businesses require a portion of the transaction price to be paid in advance of transfer of control. Advance payments are not considered a significant financing component as they are received less than one year before the related performance obligations are satisfied. In addition, in the Utility Solutions segment, certain businesses offer annual maintenance service contracts that require payment at the beginning of the contract period. These payments are treated as a contract liability and are classified in Other accrued liabilities in the Consolidated Balance Sheets. Once control transfers to the customer and the Company meets the revenue recognition criteria, the deferred revenue is recognized in the Consolidated Statements of Income. The deferred revenue relating to the annual maintenance service contracts is recognized in the Consolidated Statements of Income on a straight-line basis over the expected term of the contract.
The following table presents disaggregated revenue by business group. 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. In conjunction with this change, prior period amounts have been reclassified to conform to the organizational changes within the Electrical Solutions segment.
| Twelve Months Ended December 31, | ||||||||||||||
| in millions | 2022 | 2021 | 2020 | |||||||||||
| Net sales | ||||||||||||||
| Utility T&D Components | $ | 2,218.8 | $ | 1,679.8 | $ | 1,445.1 | ||||||||
| Utility Communications and Controls | 652.3 | 654.6 | 634.3 | |||||||||||
| Total Utility Solutions | $ | 2,871.1 | $ | 2,334.4 | $ | 2,079.4 | ||||||||
| Electrical Products | 902.4 | 809.6 | 663.9 | |||||||||||
| Connection and Bonding | 608.7 | 525.3 | 430.2 | |||||||||||
| Industrial Controls | 337.7 | 257.8 | 236.2 | |||||||||||
| Retail and Builder | 228.0 | 267.0 | 272.8 | |||||||||||
| Total Electrical Solutions | $ | 2,076.8 | $ | 1,859.7 | $ | 1,603.1 | ||||||||
| TOTAL | $ | 4,947.9 | $ | 4,194.1 | $ | 3,682.5 |
| HUBBELL INCORPORATED - Form 10-K | 57 |
The following table presents disaggregated third-party Net sales by geographic location (on a geographic basis, the Company defines "international" as operations based outside of the United States and its possessions):
| Twelve Months Ended December 31, | |||||||||||
| in millions | 2022 | 2021 | 2020 | ||||||||
| Net sales | |||||||||||
| United States | $ | 2,715.8 | $ | 2,204.9 | $ | 1,967.9 | |||||
| International | 155.3 | 129.5 | 111.5 | ||||||||
| Total Utility Solutions | $ | 2,871.1 | $ | 2,334.4 | $ | 2,079.4 | |||||
| United States | 1,820.6 | 1,604.9 | 1,389.0 | ||||||||
| International | 256.2 | 254.8 | 214.1 | ||||||||
| Total Electrical Solutions | $ | 2,076.8 | $ | 1,859.7 | $ | 1,603.1 | |||||
| TOTAL | $ | 4,947.9 | $ | 4,194.1 | $ | 3,682.5 |
Contract Balances
Our contract liabilities consist of advance payments for products as well as deferred revenue on service obligations and extended warranties. The current portion of deferred revenue is included in Other accrued liabilities and the non-current portion of deferred revenue is included in Other non-current liabilities in the Consolidated Balance Sheet.
Contract liabilities were $45.8 million as of December 31, 2022 compared to $16.7 million as of December 31, 2021. The $29.1 million increase in our contract liabilities balance was primarily due to a $21.8 million net increase in current year deferrals primarily due to timing of advance payments on certain orders and a $20.1 million increase due to acquisitions, partially offset by the recognition of $12.8 million in revenue related to amounts that were recorded in contract liabilities at January 1, 2022. The Company has an immaterial amount of contract assets relating to performance obligations satisfied prior to payment that is recorded in Other long-term assets in the Condensed Consolidated Balance Sheets. Impairment losses recognized on our receivables and contract assets were immaterial in the twelve months ended December 31, 2022. See Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for additional information.
Unsatisfied Performance Obligations
The Company has elected the practical expedient to disclose only the value of unsatisfied performance obligations for contracts with an original expected length greater than one year. As of December 31, 2022, the Company had approximately $320 million of unsatisfied performance obligations for contracts with an original expected length of greater than one year, primarily relating to long-term contracts of the Aclara business (within the Utility Solutions segment) to deliver and install meters, metering communications and grid monitoring sensor technology. The Company expects that a majority of the unsatisfied performance obligations will be completed and recognized over the next 2 years.
| HUBBELL INCORPORATED - Form 10-K | 58 |
NOTE 4 Business Acquisitions and Dispositions
2022 Acquisitions
In the third quarter of 2022, the Company acquired all of the issued and outstanding membership interests of PCX Holdings LLC ("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. We have recognized intangible assets of $49.1 million and goodwill of $77.4 million as a result of this acquisition. The intangible assets of $49.1 million consist primarily of customer relationships, backlog and a tradename and will be amortized over a weighted average period of approximately 11 years. All of the goodwill is expected to be deductible for tax purposes.
In the third quarter of 2022, the Company also acquired all of the issued and outstanding membership interests of Ripley Tools, LLC and Nooks Hill Road, LLC, collectively referred to as 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 services both the utility and communications markets. This business is reported in the Utility Solutions segment. We have recognized intangible assets of $18.2 million and goodwill of $23.8 million as a result of this acquisition. The intangible assets of $18.2 million consist primarily of customer relationships and a tradename, and will be amortized over a weighted average period of approximately 17 years. Substantially all of the goodwill is expected to be deductible for tax purposes.
In the fourth quarter of 2022, the Company also acquired all of the issued and outstanding equity interests of REF Automation Limited and REF Alabama Inc. (collectively "REF") for a cash purchase price of $14.1 million, net of cash acquired, subject to customary purchase price adjustments. REF designs and manufactures electrical power components utilizing high-volume precision machining, as well as custom fabricated structural products and assemblies for the OEM, industrial and renewables markets. This business is reported in the Electrical Solutions segments. We have recognized goodwill of $10.2 million as a result of the acquisition. None of the goodwill associated with this acquisition is expected to be deductible for tax purposes.
These business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors implied in the purchase prices, including the future earnings and cash flow potential of the businesses as well as the complementary strategic fit and resulting synergies that such business acquisitions bring to the Company’s existing operations.
Allocation of Consideration Transferred to Net Assets Acquired
The following table presents the determination of the fair value of identifiable assets acquired and liabilities assumed from the Company's 2022 acquisitions. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the respective date of acquisition for all transactions (in millions):
| Tangible assets acquired | $ | 41.4 | |||
| Intangible assets | 67.3 | ||||
| Goodwill | 111.4 | ||||
| Other liabilities assumed | (43.0) | ||||
| Total Estimate of Consideration Transferred, Net of Cash Acquired | 177.1 |
The Consolidated Financial Statements include the results of operations of the acquired businesses from their respective dates of acquisition. Net sales and earnings related to these acquisitions for the year ended December 31, 2022 were not significant to the consolidated results. Pro forma information related to these acquisitions has not been included because the impact to the Company's consolidated results of operations was not material.
Dispositions
In June of 2021, the Company completed the sale of the Consumer Analytics Solutions business for $9.8 million. The Consumer Analytics Solutions business was part of Aclara and was previously included in the Utility Solutions segment. Upon disposition, the Consumer Analytics Solutions business had assets of $15.9 million, including definite-lived intangibles of $8.7 million (primarily customer relationships and developed technology), goodwill of $1.9 million and total liabilities of $1.5 million (primarily composed of deferred revenue). As a result of the sale of the Consumer Analytics Solutions business, we recognized a pre-tax loss of $6.9 million that is included in Total other expense in the Consolidated Statement of Income.
| HUBBELL INCORPORATED - Form 10-K | 59 |
NOTE 5 Receivables and Allowances
Receivables consist of the following components at December 31, (in millions):
| 2022 | 2021 | |||||||
| Trade accounts receivable | $ | 778.0 | $ | 695.7 | ||||
| Non-trade receivables | 22.1 | 24.9 | ||||||
| Accounts receivable, gross | 800.1 | 720.6 | ||||||
| Allowance for credit memos, returns and cash discounts | (44.2) | (34.7) | ||||||
| Allowance for doubtful accounts | (14.3) | (10.6) | ||||||
| Total allowances | (58.5) | (45.3) | ||||||
| ACCOUNTS RECEIVABLE, NET | $ | 741.6 | $ | 675.3 |
NOTE 6 Inventories
Inventories are classified as follows at December 31, (in millions):
| 2022 | 2021 | |||||||
| Raw material | $ | 302.8 | $ | 241.0 | ||||
| Work-in-process | 161.7 | 129.4 | ||||||
| Finished goods | 463.2 | 428.6 | ||||||
| Subtotal | 927.7 | 799.0 | ||||||
| Excess of FIFO over LIFO cost basis | (187.0) | (136.9) | ||||||
| INVENTORIES, NET | $ | 740.7 | $ | 662.1 |
| 60 | HUBBELL INCORPORATED - Form 10-K |
NOTE 7 Goodwill and Other Intangible Assets
Changes in the carrying amounts of goodwill for the years ended December 31, 2022 and 2021, by segment, were as follows (in millions):
| Segment | |||||||||||
| Utility Solutions | Electrical Solutions | Total | |||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | 1,259.4 | $ | 613.7 | $ | 1,873.1 | |||||
| Prior year acquisitions(1) | 6.6 | — | 6.6 | ||||||||
| Dispositions(1) | (1.9) | — | (1.9) | ||||||||
| Foreign currency translation | (5.3) | (1.2) | (6.5) | ||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | 1,258.8 | $ | 612.5 | $ | 1,871.3 | |||||
| Current year acquisitions(1) | 23.8 | 87.6 | 111.4 | ||||||||
| Foreign currency translation | (6.7) | (5.5) | (12.2) | ||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | 1,275.9 | $ | 694.6 | $ | 1,970.5 |
(1) Refer to Note 4 – Business Acquisitions and Dispositions for additional information.
In 2022, the Company completed multiple acquisitions. These acquisitions have been accounted for as business combinations and have resulted in the recognition of $111.4 million of goodwill. The Company has not recorded any material goodwill impairments since the initial adoption of the related accounting guidance in 2002.
Identifiable intangible assets are recorded in Other intangible assets, net in the Consolidated Balance Sheet. Identifiable intangible assets are comprised of the following (in millions):
| December 31, 2022 | December 31, 2021 | ||||||||||||||||
| Gross Amount | Accumulated Amortization | Gross Amount | Accumulated Amortization | ||||||||||||||
| Definite-lived: | |||||||||||||||||
| Patents, tradenames and trademarks | $ | 187.9 | $ | (75.7) | $ | 181.3 | $ | (67.6) | |||||||||
| Customer relationships, developed technology and other | 955.3 | (437.8) | 901.2 | (374.0) | |||||||||||||
| TOTAL DEFINITE-LIVED INTANGIBLES | 1,143.2 | (513.5) | 1,082.5 | (441.6) | |||||||||||||
| Indefinite-lived: | |||||||||||||||||
| Tradenames and other | 40.2 | — | 40.6 | — | |||||||||||||
| TOTAL OTHER INTANGIBLE ASSETS | $ | 1,183.4 | $ | (513.5) | $ | 1,123.1 | $ | (441.6) |
Amortization expense associated with these definite-lived intangible assets was $75.7 million, $75.7 million and $72.1 million in 2022, 2021 and 2020, respectively. Amortization expense associated with these intangible assets is expected to be $71.2 million in 2023, $66.0 million in 2024, $63.6 million in 2025, $60.0 million in 2026 and $54.5 million in 2027. The Company amortizes intangible assets with definite lives using either 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, or using a straight line method. Approximately 80% of the gross value of definite-lived intangible assets follow an accelerated amortization method.
| HUBBELL INCORPORATED - Form 10-K | 61 |
NOTE 8 Investments
At December 31, 2022 and December 31, 2021, the Company held investments classified as available-for-sale and investments classified as trading securities. Investments classified as available-for-sale consisted of municipal bonds with an amortized cost basis of $62.6 million as of December 31, 2022. Investments classified as trading securities were composed primarily of debt and equity mutual funds and are stated at fair market value based on current quotes.
The following table sets forth selected data with respect to the Company’s investments at December 31, (in millions):
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Carrying Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Carrying Value | ||||||||||||||||||||||||||
| Available-for-sale securities | $ | 62.6 | $ | 0.1 | $ | (1.3) | $ | 61.4 | $ | 61.4 | $ | 53.3 | $ | 0.8 | $ | (0.1) | $ | 54.0 | $ | 54.0 | |||||||||||||||
| Trading securities | 10.2 | 8.6 | — | 18.8 | 18.8 | 12.2 | 12.3 | — | 24.5 | 24.5 | |||||||||||||||||||||||||
| TOTAL INVESTMENTS | $ | 72.8 | $ | 8.7 | $ | (1.3) | $ | 80.2 | $ | 80.2 | $ | 65.5 | $ | 13.1 | $ | (0.1) | $ | 78.5 | $ | 78.5 |
Contractual maturities of our investments in available-for-sale securities at December 31, 2022 were as follows (in millions):
| Amortized Cost | Fair Value | |||||||
| Available-for-sale securities | ||||||||
| Due within 1 year | $ | 14.4 | $ | 14.3 | ||||
| After 1 year but within 5 years | 38.0 | 37.4 | ||||||
| After 5 years but within 10 years | — | — | ||||||
| Due after 10 years | 10.2 | 9.7 | ||||||
| TOTAL | $ | 62.6 | $ | 61.4 |
The total unrealized gain/(loss) recognized in the year relating to available-for-sale securities, net of tax, was $(1.4) million and $(0.4) million for the year ended December 31, 2022 and 2021, respectively. These net unrealized gains/(losses) are included in Accumulated other comprehensive loss, net of tax. Net unrealized gains relating to trading securities have been reflected in the results of operations. The Company uses the specific identification method when identifying the cost basis used to calculate the gain or loss on these securities. Gains and losses for both available-for-sale and trading securities were not material in 2022, 2021 and 2020.
At December 31, 2022 and December 31, 2021, the Company had $61.4 million and $54.0 million, respectively, of available-for-sale municipal debt securities. These investments had an amortized cost of $62.6 million and $53.3 million, respectively. No allowance for credit losses related to our available-for-sale debt securities was recorded for the twelve months ended December 31, 2022. As of December 31, 2022 and December 31, 2021 the unrealized losses attributable to our available-for-sale debt securities was $1.3 million and $0.1 million, respectively, at each period end. The fair value of available-for-sale debt securities with unrealized losses was $53.7 million at December 31, 2022 and $12.2 million at December 31, 2021.
NOTE 9 Property, Plant, and Equipment
Property, plant, and equipment, carried at cost, is summarized as follows at December 31, (in millions):
| 2022 | 2021 | |||||||
| Land | $ | 29.8 | $ | 28.1 | ||||
| Buildings and improvements | 212.1 | 209.7 | ||||||
| Machinery, tools, and equipment | 905.7 | 846.6 | ||||||
| Construction-in-progress | 99.0 | 69.5 | ||||||
| Gross property, plant, and equipment | 1,246.6 | 1,153.9 | ||||||
| Less accumulated depreciation | (718.6) | (694.4) | ||||||
| PROPERTY, PLANT, AND EQUIPMENT, NET | $ | 528.0 | $ | 459.5 |
Depreciable lives on buildings range between 20-45 years. Depreciable lives on machinery, tools, and equipment range between 3-15 years. The Company recorded depreciation expense of $63.4 million, $61.7 million and $61.7 million for 2022, 2021 and 2020, respectively.
| 62 | HUBBELL INCORPORATED - Form 10-K |
NOTE 10 Other Accrued Liabilities
Other accrued liabilities consist of the following at December 31, (in millions):
| 2022 | 2021 | |||||||
| Customer program incentives | $ | 87.8 | $ | 67.3 | ||||
| Accrued income taxes | 4.5 | 4.8 | ||||||
| Contract liabilities - deferred revenue | 45.8 | 16.7 | ||||||
| Customer refund liability | 14.8 | 16.7 | ||||||
| Accrued warranties(1) | 20.2 | 36.7 | ||||||
| Current operating lease liabilities | 30.5 | 27.1 | ||||||
| Other | 130.5 | 94.1 | ||||||
| TOTAL | $ | 334.1 | $ | 263.4 |
(1) Refer to Note 22 – Guarantees for additional information regarding warranties.
NOTE 11 Other Non-Current Liabilities
Other non-current liabilities consists of the following at December 31, (in millions):
| 2022 | 2021 | |||||||
| Pensions | $ | 155.3 | $ | 189.8 | ||||
| Other post-employment benefits | 14.3 | 17.0 | ||||||
| Deferred tax liabilities | 113.8 | 114.7 | ||||||
| Accrued warranties long-term(1) | 26.0 | 29.4 | ||||||
| Non-current operating lease liabilities | 84.9 | 58.3 | ||||||
| Other | 111.3 | 112.1 | ||||||
| TOTAL | $ | 505.6 | $ | 521.3 |
(1) Refer to Note 22 – Guarantees for additional information regarding warranties.
| HUBBELL INCORPORATED - Form 10-K | 63 |
NOTE 12 Retirement Benefits
The Company has funded and unfunded non-contributory U.S. and foreign defined benefit pension plans. Benefits under these plans are generally provided based on either years of service and final average pay or a specified dollar amount per year of service. The U.S. defined benefit pension plan has been closed to new participants since 2004, while the Canadian and UK defined benefit pension plans have been closed to new entrants since 2006 and 2007, respectively. These U.S., Canadian and UK employees are eligible instead for defined contribution plans.
The Company also has a number of health care and life insurance benefit plans covering eligible employees who reached retirement age while working for the Company. These benefits have been discontinued for substantially all future retirees. The Company anticipates future cost-sharing charges for its discontinued plans that are consistent with past practices. The Company uses a December 31 measurement date for all of its plans.
In 2020 and 2022, the Company recognized a settlement loss in continuing operations relating to retirees that elected to receive lump-sum distributions from the Company's defined benefit pension plans of $7.6 million and $7.0 million, respectively. This charge was the result of lump-sum payments which exceeded the threshold for settlement accounting under U.S. GAAP in each year.
In 2019, the Company approved amendments to one of its domestic qualified defined benefit pension plans, which froze service accruals for nearly all active participants within the plan effective January 1, 2020. As a result of the amendment, the Company recognized a $0.3 million curtailment charge, net of tax. Effective January 1, 2020, the amortization of unrecognized gains and losses of all of the Company's qualified defined benefit pension plans is recognized over the remaining life expectancy of participants, as nearly all participants are considered inactive as a result of plan amendments.
The Company's U.S. defined benefit pension plans were approximately 90% of the $670.8 million total pension benefit obligations at December 31, 2022.
| 64 | HUBBELL INCORPORATED - Form 10-K |
The following table sets forth the reconciliation of beginning and ending balances of the benefit obligations and the plan assets for the Company’s defined benefit pension and other benefit plans at December 31, (in millions):
| Pension Benefits | Other Benefits | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| Change in benefit obligation | |||||||||||||||||
| Benefit obligation at beginning of year | $ | 937.7 | $ | 994.2 | $ | 18.9 | $ | 23.2 | |||||||||
| Service cost | 0.9 | 1.0 | — | — | |||||||||||||
| Interest cost | 28.0 | 23.8 | 0.5 | 0.6 | |||||||||||||
| Plan participants’ contributions | — | — | — | — | |||||||||||||
| Amendments | — | 3.6 | — | — | |||||||||||||
| Actuarial loss/(gain) | (214.2) | (22.0) | (2.2) | (4.2) | |||||||||||||
| Curtailment gain | — | — | — | — | |||||||||||||
| Settlements | (22.5) | (0.1) | — | — | |||||||||||||
| Currency impact | (10.5) | (0.9) | — | — | |||||||||||||
| Other | (0.5) | (0.3) | — | — | |||||||||||||
| Benefits paid | (48.1) | (61.6) | (1.3) | (0.7) | |||||||||||||
| Benefit obligation at end of year | $ | 670.8 | $ | 937.7 | $ | 15.9 | $ | 18.9 | |||||||||
| Change in plan assets | |||||||||||||||||
| Fair value of plan assets at beginning of year | $ | 765.6 | $ | 805.1 | $ | — | $ | — | |||||||||
| Actual return on plan assets | (186.6) | 15.6 | — | — | |||||||||||||
| Employer contributions | 19.8 | 7.9 | 1.3 | 0.7 | |||||||||||||
| Plan participants’ contributions | — | — | — | — | |||||||||||||
| Settlements | (22.5) | (0.1) | — | — | |||||||||||||
| Currency impact | (12.8) | (1.3) | — | — | |||||||||||||
| Benefits paid | (48.1) | (61.6) | (1.3) | (0.7) | |||||||||||||
| Fair value of plan assets at end of year | $ | 515.4 | $ | 765.6 | $ | — | $ | — | |||||||||
| FUNDED STATUS | $ | (155.4) | $ | (172.1) | $ | (15.9) | $ | (18.9) | |||||||||
| Amounts recognized in the consolidated balance sheet consist of: | |||||||||||||||||
| Prepaid pensions (included in Other long-term assets) | $ | 6.8 | $ | 24.8 | $ | — | $ | — | |||||||||
| Accrued benefit liability (short-term and long-term) | (162.2) | (196.9) | (15.9) | (18.9) | |||||||||||||
| NET AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET | $ | (155.4) | $ | (172.1) | $ | (15.9) | $ | (18.9) | |||||||||
| Amounts recognized in Accumulated other comprehensive loss (income) consist of: | |||||||||||||||||
| Net actuarial loss (gain) | $ | 244.4 | $ | 263.1 | $ | (5.5) | $ | (3.4) | |||||||||
| Prior service cost (credit) | 6.3 | 6.9 | — | — | |||||||||||||
| NET AMOUNT RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS | $ | 250.7 | $ | 270.0 | $ | (5.5) | $ | (3.4) |
The accumulated benefit obligation for all defined benefit pension plans was $670.8 million and $937.7 million at December 31, 2022 and 2021, respectively. Information with respect to plans with accumulated benefit obligations in excess of plan assets is as follows, (in millions):
| 2022 | 2021 | |||||||
| Projected benefit obligation | $ | 468.0 | $ | 817.7 | ||||
| Accumulated benefit obligation | $ | 468.0 | $ | 817.7 | ||||
| Fair value of plan assets | $ | 305.8 | $ | 620.7 |
| HUBBELL INCORPORATED - Form 10-K | 65 |
The following table sets forth the components of pension and other benefit costs for the years ended December 31, (in millions):
| Pension Benefits | Other Benefits | |||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||||||||
| Components of net periodic benefit cost: | ||||||||||||||||||||||||||
| Service cost | $ | 0.9 | $ | 1.0 | $ | 1.2 | $ | — | $ | — | $ | — | ||||||||||||||
| Interest cost | 28.0 | 23.8 | 28.0 | 0.5 | 0.6 | 0.7 | ||||||||||||||||||||
| Expected return on plan assets | (30.8) | (36.5) | (33.9) | — | — | — | ||||||||||||||||||||
| Amortization of prior service cost (credit) | 0.4 | 0.2 | 0.2 | — | — | (0.4) | ||||||||||||||||||||
| Amortization of actuarial losses (gains) | 10.8 | 10.8 | 9.8 | (0.2) | (0.1) | (0.1) | ||||||||||||||||||||
| Curtailment and settlement losses | 8.8 | — | 7.5 | — | — | — | ||||||||||||||||||||
| Net periodic benefit cost | $ | 18.1 | $ | (0.7) | $ | 12.8 | $ | 0.3 | $ | 0.5 | $ | 0.2 | ||||||||||||||
| Changes recognized in other comprehensive loss (income), before tax: | ||||||||||||||||||||||||||
| Current year net actuarial loss (gain) | $ | 2.6 | $ | (1.4) | $ | 28.6 | $ | (2.2) | $ | (4.1) | $ | 0.1 | ||||||||||||||
| Current year prior service credit | — | 3.6 | — | — | — | — | ||||||||||||||||||||
| Amortization of prior service (cost) credit | (0.4) | (0.2) | (0.2) | — | — | 0.4 | ||||||||||||||||||||
| Amortization of net actuarial (losses) gains | (10.8) | (10.8) | (9.8) | 0.2 | 0.1 | 0.1 | ||||||||||||||||||||
| Currency impact | (2.0) | (0.2) | 0.1 | — | — | — | ||||||||||||||||||||
| Settlement adjustment | (8.8) | — | (7.6) | — | — | — | ||||||||||||||||||||
| Curtailment adjustments | — | — | 0.1 | — | — | — | ||||||||||||||||||||
| Total recognized in other comprehensive loss | (19.4) | (9.0) | 11.2 | (2.0) | (4.0) | 0.6 | ||||||||||||||||||||
| TOTAL RECOGNIZED IN NET PERIODIC PENSION COST AND OTHER COMPREHENSIVE LOSS | $ | (1.3) | $ | (9.7) | $ | 24.0 | $ | (1.7) | $ | (3.5) | $ | 0.8 | ||||||||||||||
During 2022, the Company recognized $7.0 million of settlement losses in continuing operations and $1.8 million of settlement losses in discontinued operations. Those settlement losses are the result of lump-sum distributions from the Company's defined benefit pension plans which exceeded the threshold for settlement accounting under U.S. GAAP for the year.
The Company also maintains four primary defined contribution pension plans. The total cost of the Company's defined contribution plans was $25.8 million in 2022, $23.3 million in 2021 and $21.0 million in 2020, excluding the employer match for the 401(k) plan. This cost is not included in the above net periodic benefit cost for the defined benefit pension plans.
In 2020, 2021 and 2022 the Company participated in one multi-employer defined benefit pension plan. The Company’s total contributions while participating in this plan was $0.2 million in each of these years.
The risks of participating in multi-employer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may have to be assumed by the remaining participant employers. If we choose to stop participating in a multi-employer plan we may be required to pay those plans a withdrawal liability based on the unfunded status of the plan.
| 66 | HUBBELL INCORPORATED - Form 10-K |
Assumptions
The following assumptions were used to determine the projected benefit obligations at the measurement date and the net periodic benefit cost for the year:
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||
| Weighted-average assumptions used to determine benefit obligations at December 31, | |||||||||||||||||||||||
| Discount rate | 5.46 | % | 2.79 | % | 2.47 | % | 5.50 | % | 2.90 | % | 2.50 | % | |||||||||||
| Rate of compensation increase | 0.08 | % | 0.08 | % | 0.24 | % | 3.93 | % | 3.87 | % | 3.99 | % | |||||||||||
| Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, | |||||||||||||||||||||||
| Discount rate | 2.79 | % | 2.47 | % | 3.17 | % | 2.90 | % | 2.50 | % | 3.30 | % | |||||||||||
| Expected return on plan assets | 4.59 | % | 4.66 | % | 4.69 | % | N/A | N/A | N/A | ||||||||||||||
| Rate of compensation increase | 0.08 | % | 0.24 | % | 2.94 | % | 3.87 | % | 3.99 | % | 4.00 | % |
At the end of each year, the Company determines the appropriate expected return on assets for each plan based upon its strategic asset allocation (see discussion below). In making this determination, the Company utilizes expected returns for each asset class based upon current market conditions and expected risk premiums for each asset class.
The Company also determines the discount rate to be used to calculate the present value of pension plan liabilities at the end of each year. The discount rate for the Company’s U.S. and Canadian pension plans is determined by matching the expected cash flows associated with its benefit obligations to the expected cash flows of a hypothetical portfolio of high quality, fixed income debt instruments with maturities that closely match the expected funding period of its pension liabilities. As of December 31, 2022, the Company used a discount rate of 5.50% for its U.S. pension plans compared to a discount rate of 2.90% used in 2021. For its Canadian pension plan, the Company used a discount rate of 5.01% as of December 31, 2022 compared to a 2.98% discount rate used in 2021.
For its UK pension plan the discount rate was derived using a full yield curve and uses plan specific cash flows. The derived discount rate is the single discount rate equivalent to discounting these liability cash flows at the term-dependent spot rate of AA corporate bonds. This methodology resulted in a December 31, 2022 discount rate for the UK pension plan of 5.00% as compared to a discount rate of 1.80% used in 2021.
In 2020 we used the Pri-2012 mortality table to calculate the present value of our pension plan liabilities and adopted the MP-2020 projection scale, and in 2021 and 2022 we used the Pri-2012 mortality table and adopted the MP-2021 projection scale The Pri-2012 mortality table with adjustment for collar as appropriate and generational projection from 2012 using Scale MP-2021 was chosen as the best estimate based on the observed and anticipated experience of the plans after considering alternative tables. These changes did not have a material impact to the projected benefit obligation of our U.S. plans upon remeasurement.
The rate of compensation increase assumption reflects the Company’s actual experience and best estimate of future increases.
The assumed health care cost trend rates used to determine the projected postretirement benefit obligation are as follows:
| Other Benefits | |||||||||||
| 2022 | 2021 | 2020 | |||||||||
| Assumed health care cost trend rates at December 31, | |||||||||||
| Health care cost trend assumed for next year | 7.0 | % | 6.2 | % | 6.4 | % | |||||
| Rate to which the cost trend is assumed to decline | 5.0 | % | 5.0 | % | 5.0 | % | |||||
| Year that the rate reaches the ultimate trend rate | 2031 | 2028 | 2028 |
| HUBBELL INCORPORATED - Form 10-K | 67 |
Plan Assets
The Company’s combined targeted 2023 weighted average asset allocation for domestic and foreign pension plans and the actual weighted average asset allocation for domestic and foreign pension plans at December 31, 2022 and 2021 by asset category are as follows:
| Percentage of Plan Assets | |||||||||||
| Target | Actual | ||||||||||
| Asset Category | 2023 | 2022 | 2021 | ||||||||
| Equity securities | 32 | % | 23 | % | 22 | % | |||||
| Debt securities & Cash | 68 | % | 77 | % | 77 | % | |||||
| Alternative Investments | — | % | — | % | 1 | % | |||||
| TOTAL | 100 | % | 100 | % | 100 | % |
At the end of each year, the Company estimates the expected long-term rate of return on pension plan assets based on the strategic asset allocation for its plans. In making this determination, the Company utilizes expected rates of return for each asset class based upon current market conditions and expected risk premiums for each asset class. The Company has written investment policies and asset allocation guidelines for its domestic and foreign pension plans. In establishing these policies, the Company has considered that its various pension plans are a major retirement vehicle for most plan participants and has acted to discharge its fiduciary responsibilities with regard to the plans solely in the interest of such participants and their beneficiaries. The goal underlying the establishment of the investment policies is to provide that pension assets shall be invested in a prudent manner and so that, together with the expected contributions to the plans, the funds will be sufficient to meet the obligations of the plans as they become due.
To achieve this result, the Company conducts a periodic strategic asset allocation study to form a basis for the allocation of pension assets between various asset categories. Specific policy benchmark percentages are assigned to each asset category with minimum and maximum ranges established for each. The assets are then tactically managed within these ranges. Derivative investments include futures contracts used by the plan to adjust the level of its investments within an asset allocation category. The actual and target percentages reported in the preceding table reflect the economic exposure to each asset category, including the impact of derivative positions. All futures contracts are 100% supported by cash or cash equivalent investments. At no time may derivatives be utilized to leverage the asset portfolio. At December 31, 2022 and 2021, there were no holdings of Company stock in pension plan assets.
The Company’s other post-employment benefits are unfunded; therefore, no asset information is reported.
| 68 | HUBBELL INCORPORATED - Form 10-K |
The fair value of the Company’s pension plan assets at December 31, 2022 and 2021, by asset category are as follows (in millions):
| Quoted Prices in Active Markets for Identical Assets | Quoted Prices in Active Market for Similar Asset | Significant Unobservable Inputs | Investments Priced Using Net Asset Value | ||||||||||||||
| Asset Category | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Cash and cash equivalents | $ | 9.8 | $ | 3.5 | $ | 6.3 | $ | — | $ | — | |||||||
| Equity securities: | |||||||||||||||||
| Equity Mutual Funds | 21.5 | 21.5 | — | — | — | ||||||||||||
| Common Pooled Equity Funds (a) | 84.5 | — | 84.5 | — | — | ||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| U.S. Treasuries | 47.2 | — | 47.2 | — | — | ||||||||||||
| State and Local Municipal Bonds | 6.4 | — | 6.4 | — | — | ||||||||||||
| Sovereign Debt | 4.9 | — | 4.9 | — | — | ||||||||||||
| Corporate Bonds (b) | 105.5 | — | 105.5 | — | — | ||||||||||||
| Fixed Income Mutual Funds | 41.8 | 41.8 | — | — | — | ||||||||||||
| Common Pooled Fixed Income Funds (c) | 174.2 | — | 148.7 | — | 25.5 | ||||||||||||
| Alternative Investment Funds (d) | 2.1 | — | — | — | 2.1 | ||||||||||||
| Common Pooled Funds (e) | 17.5 | 0.4 | 17.1 | — | — | ||||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | 515.4 | $ | 67.2 | $ | 420.6 | $ | — | $ | 27.6 |
| Quoted Prices in Active Markets for Identical Assets | Quoted Prices in Active Market for Similar Asset | Significant Unobservable Inputs | Investments Priced Using Net Asset Value | ||||||||||||||
| Asset Category | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Cash and cash equivalents | $ | 8.9 | $ | 8.9 | $ | — | $ | — | $ | — | |||||||
| Equity securities: | |||||||||||||||||
| Equity Mutual Funds | 31.7 | 31.7 | — | — | — | ||||||||||||
| Common Pooled Equity Funds (a) | 123.3 | — | 123.3 | — | — | ||||||||||||
| Fixed Income Securities: | |||||||||||||||||
| U.S. Treasuries | 55.0 | — | 55.0 | — | — | ||||||||||||
| State and Local Municipal Bonds | 6.2 | — | 6.2 | — | — | ||||||||||||
| Sovereign Debt | 7.1 | — | 7.1 | — | — | ||||||||||||
| Corporate Bonds (b) | 141.6 | — | 141.6 | — | — | ||||||||||||
| Fixed Income Mutual Funds | 55.5 | 55.5 | — | — | — | ||||||||||||
| Common Pooled Fixed Income Funds (c) | 306.3 | — | 275.2 | — | 31.1 | ||||||||||||
| Alternative Investment Funds (d) | 7.1 | — | — | — | 7.1 | ||||||||||||
| Common Pooled Funds (e) | 22.9 | 0.5 | 22.4 | — | — | ||||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | 765.6 | $ | 96.6 | $ | 630.8 | $ | — | $ | 38.2 |
*(a)*Investments in Common Pooled Equity Funds, including funds and fund products investing in various equity securities.
*(b)*Includes primarily investment grade bonds from diverse industries
*(c)*Investments in Common Pooled Fixed Income Funds, including funds and fund products investing in various fixed income investments
*(d)*Includes investments in hedge funds, including fund of funds products and open-end mutual funds
*(e)*Investments in Common Pooled Funds, consisting of equities and fixed income securities
Investments priced using Net Asset Value ("NAV") within Alternative Investment Funds and Common Pooled Fixed Income Funds in the preceding tables consist of fund of fund products. These products invest in a number of investment funds managed by a diversified group of third-party investment managers who employ a variety of investment strategies, including relative value, security selection, distressed value, global macro, specialized credit and directional strategies. The objective of these funds is to achieve the desired capital appreciation or fixed income as applicable with lower volatility than either traditional equity or fixed income securities.
| HUBBELL INCORPORATED - Form 10-K | 69 |
Contributions
In 2021, there were no contributions to the Company's U.S. qualified plans required by the Pension Protection Act of 2006. The Company contributed $10.0 million and $2.5 million to its U.S. and foreign qualified plans, respectively, in 2022. The Company entered into a settlement agreement with a multi-employer pension plan in December of 2019 and, pursuant to that agreement, made a $6.0 million cash payment in 2020, and $5.0 million cash payment in 2021, according to the terms of that settlement agreement.
Estimated Future Benefit Payments
The following domestic and foreign benefit payments, which reflect future service, as appropriate, are expected to be paid as follows (in millions):
| Pension Benefits | Other Benefits | |||||||
| 2023 | $ | 53.4 | $ | 1.7 | ||||
| 2024 | $ | 53.6 | $ | 1.6 | ||||
| 2025 | $ | 53.8 | $ | 1.6 | ||||
| 2026 | $ | 53.9 | $ | 1.5 | ||||
| 2027 | $ | 53.2 | $ | 1.4 | ||||
| 2028-2031 | $ | 255.0 | $ | 6.0 |
NOTE 13 Debt
The following table sets forth the Company’s long-term debt at December 31, (in millions):
| Maturity | 2022 | 2021 | |||||||||
| Senior notes at 3.35% | 2026 | $ | 397.9 | $ | 397.2 | ||||||
| Senior notes at 3.15% | 2027 | 297.5 | 297.0 | ||||||||
| Senior notes at 3.50% | 2028 | 446.2 | 445.5 | ||||||||
| Senior notes at 2.300% | 2031 | 296.3 | 295.8 | ||||||||
| TOTAL LONG-TERM DEBT**(a)** | $ | 1,437.9 | $ | 1,435.5 |
(a) Long-term debt is presented net of debt issuance costs and unamortized discounts.
On March 12, 2021, the Company, as borrower, and its subsidiaries Hubbell Power Holdings S.à r.l. and Harvey Hubbell Holdings S.à r.l., each as a subsidiary borrower (collectively, the “Subsidiary Borrowers”), entered into a new five-year credit agreement with a syndicate of lenders and JPMorgan Chase, N.A., as administrative agent, that provides a $750 million committed revolving credit facility (the "2021 Credit Facility"). Commitments under the 2021 Credit Facility may be increased to an aggregate amount not to exceed $1.25 billion. The 2021 Credit Facility includes a $50 million sub-limit for the issuance of letters of credit. The sum of the dollar amount of loans and letters of credits to the Subsidiary Borrowers under the 2021 Credit Facility may not exceed $75 million.
The interest rate applicable to borrowings under the 2021 Credit Facility is either (i) the alternate base rate (as defined in the Revolving Credit Agreement) or (ii) the adjusted LIBOR rate (as defined in the 2021 Credit Facility) plus, in the case of this clause (ii), an applicable margin based on the Company’s credit ratings. All revolving loans outstanding under the 2021 Credit Facility will be due and payable on March 12, 2026.
The 2021 Credit Facility contains a financial covenant requiring that, as of the last day of each fiscal quarter, the ratio of total indebtedness to total capitalization shall not be greater than 65%. The Company was in compliance with this covenant as of December 31, 2022. As of December 31, 2022 and December 31, 2021, the 2021 Credit Facility was undrawn.
In connection with entry into the 2021 Credit Facility, the Company terminated all commitments under the existing credit facility dated as of January 31, 2018.
| 70 | HUBBELL INCORPORATED - Form 10-K |
On March 12, 2021, the Company completed a public offering of $300 million aggregate principal amount of its 2.300% Senior Notes due 2031 (the “2031 Notes”). The net proceeds from the offering were approximately $295.5 million after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company used the net proceeds from the offering of the 2031 Notes, together with cash on hand, to redeem in full all of the Company’s outstanding 3.625% Senior Notes due 2022 in an aggregate principal amount of $300 million, which had a stated maturity date of November 15, 2022 (the “2022 Notes”), and to pay any premium and accrued interest in respect thereof, which redemption was completed on April 2, 2021. The redemption resulted in a $16.8 million loss on extinguishment of indebtedness that was recognized in the second quarter of 2021. The loss on extinguishment includes a cash premium of $16.0 million paid upon redemption in accordance with the terms of the 2022 Notes.
The 2031 Notes bear interest at a rate of 2.300% per annum from March 12, 2021. Interest on the 2031 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2031 Notes will mature on March 15, 2031.
The 2031 Notes are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default (including as a result of the Company's failure to meet certain non-financial covenants) under the indenture governing the notes or upon a change in control triggering event as defined in such indenture. The Company was in compliance with all non-financial covenants as of December 31, 2022.
In February 2018, the Company completed a public offering of $450 million of senior, unsecured, notes maturing in February 2028 and bearing interest at a fixed rate of 3.50% (the "2028 Notes"). Net proceeds from the issuance of the 2028 Notes were $442.6 million after deducting the discount on such notes and offering expenses paid by the Company. The 2028 Notes are callable at any time at specified prices and are only subject to accelerated payment prior to maturity upon customary events of a default under the indenture governing the 2028 Notes, as modified by the supplemental indenture creating such notes, or upon a change in control triggering event as defined in such indenture.
In August 2017, the Company completed a public debt offering of $300 million of long-term unsecured, unsubordinated notes maturing in August 2027 and bearing interest at a fixed rate of 3.15% (the "2027 Notes"). Net proceeds from the issuance were $294.6 million after deducting the discount on the notes and offering expenses paid by the Company.
In March 2016, the Company completed a public debt offering of $400 million of long-term unsecured, unsubordinated notes maturing in March 2026 and bearing interest at a fixed rate of 3.35% (the "2026 Notes"). Net proceeds from the issuance were $393.4 million after deducting the discount on the notes and offering expenses paid by the Company.
The 2026 Notes, 2027 Notes, 2028 Notes and 2031 Notes, are all fixed rate indebtedness, are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default (including as a result of the Company's failure to meet certain non-financial covenants) under the indenture governing the notes, as modified by the supplemental indentures creating such notes, or upon a change in control triggering event as defined in such indenture. The Company was in compliance with all non-financial covenants as of December 31, 2022.
At December 31, 2022 and 2021, the Company had no commercial paper borrowings outstanding and had $4.7 million and $9.7 million, respectively, of short-term debt outstanding composed of:
◦$2.8 million at December 31, 2022 and $1.6 million at December 31, 2021, respectively, of borrowings to support our international operations in China as well as $1.9 million and $8.1 million of other short term debt at December 31, 2022 and December 31, 2021, respectively, to support operations.
Other information related to short-term debt at December 31, is summarized below:
| 2022 | 2021 | |||||||
| Weighted average interest rate on short-term debt: | ||||||||
| At year end | 2.57 | % | 2.98 | % |
The Company also maintains other lines of credit that are primarily used to support the issuance of letters of credit. Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions. At December 31, 2022 and 2021 these lines totaled $55.8 million and $30.0 million, respectively, of which $31.7 million and $23.2 million was utilized to support letters of credit and the remaining amount was unused. The annual commitment fees associated with these lines of credit are not material.
Interest and fees paid related to total indebtedness was $47.5 million, $65.6 million and $54.4 million in 2022, 2021 and 2020, respectively. The $65.6 million paid in 2021 includes $16.0 million related to the make whole payment for the extinguishment of the 2022 Notes.
| HUBBELL INCORPORATED - Form 10-K | 71 |
NOTE 14 Income Taxes
The following table sets forth selected data with respect to the Company’s income tax provisions of continuing operations for the years ended December 31, (in millions):
| 2022 | 2021 | 2020 | |||||||||
| Income before income taxes: | |||||||||||
| United States | $ | 528.9 | $ | 347.5 | $ | 340.7 | |||||
| International | 128.1 | 111.8 | 83.8 | ||||||||
| TOTAL INCOME BEFORE INCOME TAXES | $ | 657.0 | $ | 459.3 | $ | 424.5 | |||||
| Provision for income taxes — current: | |||||||||||
| Federal | $ | 120.3 | $ | 43.3 | $ | 56.3 | |||||
| State | 24.2 | 13.0 | 15.1 | ||||||||
| International | 23.5 | 22.7 | 17.0 | ||||||||
| Total provision — current | 168.0 | 79.0 | 88.4 | ||||||||
| Provision for income taxes — deferred: | |||||||||||
| Federal | (26.2) | 8.8 | 1.5 | ||||||||
| State | (3.9) | 1.9 | 0.2 | ||||||||
| International | 2.3 | (1.5) | (0.3) | ||||||||
| Total provision — deferred | (27.8) | 9.2 | 1.4 | ||||||||
| TOTAL PROVISION FOR INCOME TAXES | $ | 140.2 | $ | 88.2 | $ | 89.8 |
| 72 | HUBBELL INCORPORATED - Form 10-K |
Deferred tax assets and liabilities result from differences in the basis of assets and liabilities for tax and financial statement purposes. The components of the deferred tax assets/(liabilities) of continuing operations at December 31, were as follows (in millions):
| 2022 | 2021 | |||||||
| Deferred tax assets: | ||||||||
| Inventories | $ | 9.6 | $ | 10.2 | ||||
| Lease liabilities | 27.4 | 20.5 | ||||||
| Income tax credits | 22.8 | 22.8 | ||||||
| Accrued liabilities | 40.8 | 38.5 | ||||||
| Pension | 38.9 | 43.1 | ||||||
| Basis difference in subsidiary | — | 25.1 | ||||||
| Post retirement and post employment benefits | 4.5 | 4.9 | ||||||
| Stock-based compensation | 6.9 | 6.7 | ||||||
| Loss carryforwards | 14.2 | 17.3 | ||||||
| Capitalized research expenditures | 18.4 | — | ||||||
| Miscellaneous other | 16.4 | 17.0 | ||||||
| Gross deferred tax assets | 199.9 | 206.1 | ||||||
| Valuation allowance | (32.2) | (32.6) | ||||||
| Total deferred tax assets, net of valuation allowance | 167.7 | 173.5 | ||||||
| Deferred tax liabilities: | ||||||||
| Liability on undistributed foreign earnings | (7.0) | (7.9) | ||||||
| Goodwill and intangibles | (185.0) | (205.2) | ||||||
| Right-of-use assets | (26.1) | (19.5) | ||||||
| Property, plant, and equipment | (57.9) | (50.4) | ||||||
| Total deferred tax liabilities | (276.0) | (283.0) | ||||||
| TOTAL NET DEFERRED TAX LIABILITY | $ | (108.3) | $ | (109.5) | ||||
| Deferred taxes are reflected in the Consolidated Balance Sheet as follows: | ||||||||
| Non-current tax assets (included in Other long-term assets) | $ | 5.5 | $ | 5.2 | ||||
| Non-current tax liabilities (included in Other Non-Current Liabilities) | (113.8) | (114.7) | ||||||
| TOTAL NET DEFERRED TAX LIABILITY | $ | (108.3) | $ | (109.5) |
As of December 31, 2022, the Company had a total of $22.8 million of U.S. federal, state (net of federal benefit) and foreign tax credit carryforwards, available to offset future income taxes. As of December 31, 2022, $1.9 million of the tax credits may be carried forward indefinitely while the remaining $20.9 million will begin to expire at various times in 2023 through 2051. As of December 31, 2022, the Company had recorded tax benefits totaling $14.0 million for U.S. federal, state and foreign net operating loss carryforwards (“NOLs”). As of December 31, 2022, $5.5 million of NOLs may be carried forward indefinitely while the remaining $8.5 million will begin to expire at various times in 2023 through 2052. The tax benefit related to a portion of these NOLs has been adjusted to reflect an “ownership change” pursuant to Internal Revenue Code Section 382, which imposes an annual limitation on the utilization of pre-acquisition operating losses. The Company has recorded a net valuation allowance of $32.2 million on certain deferred tax assets including a portion of foreign and state tax credit carryforwards, capital loss carryforwards and NOLs that the Company anticipates will expire prior to utilization.
During 2022, the Company repatriated certain of its foreign earnings. As of December 31, 2022, the Company also anticipates repatriating certain of its foreign earnings in the future. The accompanying financial statements reflect the income tax expense associated with actual and anticipated remittances related to certain of our outside basis differences. The Company has not provided for the income tax effects of distributing the remaining approximately $400 million of undistributed foreign earnings as those amounts are either permanently reinvested or intended to be reinvested in our international operations. It is not practicable to estimate the tax cost associated with a remittance of such earnings.
Cash payments of income taxes were $168.0 million, $84.0 million and $96.2 million in 2022, 2021, and 2020, respectively.
| HUBBELL INCORPORATED - Form 10-K | 73 |
The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The IRS and other tax authorities routinely audit the Company’s tax returns. These audits can involve complex issues which may require an extended period of time to resolve. In January 2023 the Company completed its 2018 U.S. federal tax examination with no material adjustments. With few exceptions, the Company is no longer subject to state, local, or income tax examinations by tax authorities for years prior to 2018.
The following tax years, by major jurisdiction, are still subject to examination by taxing authorities:
| Jurisdiction | Open Years | ||||
| United States | 2019-2022 | ||||
| UK | 2021-2022 | ||||
| Puerto Rico | 2018-2022 | ||||
| Canada | 2018-2022 |
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
| 2022 | 2021 | 2020 | |||||||||
| Unrecognized tax benefits at beginning of year | $ | 41.2 | $ | 47.6 | $ | 41.9 | |||||
| Additions based on tax positions relating to the current year | 12.1 | 6.1 | 7.4 | ||||||||
| Reductions based on expiration of statute of limitations | (4.8) | (10.3) | (6.2) | ||||||||
| Additions/(Subtractions) to tax positions relating to previous years | (6.2) | (2.2) | 4.5 | ||||||||
| Settlements | (0.2) | — | — | ||||||||
| TOTAL UNRECOGNIZED TAX BENEFITS | $ | 42.1 | $ | 41.2 | $ | 47.6 |
Included in the balance at December 31, 2022 are approximately $33.9 million of tax positions which, if in the future are determined to be recognizable, would affect the annual effective income tax rate. Additionally, there are $4.3 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the applicable taxing authority to an earlier period. It is reasonably possible that in the next twelve months, because of changes in facts and circumstances, the unrecognized tax benefits may increase or decrease.
The Company estimates a possible decrease of approximately $5 million to $11 million within the next twelve months due to the expiration of the statute of limitations and audit resolutions.
The Company’s policy is to record interest and penalties associated with the underpayment of income taxes within Provision for income taxes in the Consolidated Statement of Income. The Company recognized (benefit) expense, before federal tax impact, related to interest and penalties of $(1.0) million in 2022, $0.3 million in 2021 and $0.2 million in 2020. The Company had $6.7 million and $7.6 million accrued for the payment of interest and penalties as of December 31, 2022 and December 31, 2021, respectively.
The consolidated effective income tax rate varied from the United States federal statutory income tax rate of continuing operations for the years ended December 31, as follows:
| 2022 | 2021 | 2020 | |||||||||
| Federal statutory income tax rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||
| State income taxes, net of federal benefit | 2.4 | 2.5 | 2.9 | ||||||||
| Foreign income taxes | (0.2) | (0.5) | (0.2) | ||||||||
| Federal R&D Credit | (0.8) | (1.4) | (1.3) | ||||||||
| Other, net | (1.1) | (2.4) | (1.2) | ||||||||
| CONSOLIDATED EFFECTIVE INCOME TAX RATE | 21.3 | % | 19.2 | % | 21.2 | % |
The foreign income tax benefit shown is primarily due to lower statutory rates in foreign jurisdictions compared to the United States federal statutory income tax rate.
| 74 | HUBBELL INCORPORATED - Form 10-K |
NOTE 15 Financial Instruments and Fair Value Measurement
Financial Instruments
Concentrations of Credit Risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist of trade receivables, cash equivalents and investments. The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product lines, the Company has an extensive customer base including electrical distributors and wholesalers, electric utilities, equipment manufacturers, electrical contractors, telecommunication companies and retail and hardware outlets. We are not dependent on a single customer, however, the Company’s top ten customers account for approximately 43% of its Net sales. As part of its ongoing procedures, the Company monitors the credit worthiness of its customers. Bad debt write-offs have historically been minimal. The Company places its cash and cash equivalents with financial institutions and limits the amount of exposure in any one institution.
At December 31, 2022 our accounts receivable balance was $741.6 million, net of allowances of $14.3 million. The allowance for doubtful accounts has not materially changed since December 31, 2021.
Fair Value: The carrying amounts reported in the Consolidated Balance Sheet for cash and cash equivalents, short-term investments, receivables, bank borrowings, accounts payable and accruals approximate their fair values given the immediate or short-term nature of these items. See also Note 8 — Investments.
Fair value measurements
At December 31, 2022 and 2021 the Company had $80.2 million and $78.5 million respectively, of investments carried on the balance sheet at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. Refer to Note 8 — Investments for more information about these investments.
The three broad levels of the fair value hierarchy are as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly
Level 3 - Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions
| HUBBELL INCORPORATED - Form 10-K | 75 |
The following tables show, by level within the fair value hierarchy, the Company’s financial assets and liabilities that are accounted for at fair value on a recurring basis at December 31, 2022 and 2021 (in millions):
| Asset (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Similar Assets (Level 2) | Unobservable inputs for which little or no market data exists (Level 3) | Total | ||||||||||
| Money market funds (a) | $ | 147.9 | $ | — | $ | — | $ | 147.9 | ||||||
| Time Deposits (a) | — | 4.8 | — | 4.8 | ||||||||||
| Available for sale investments | — | 61.4 | — | 61.4 | ||||||||||
| Trading securities | 18.8 | — | — | 18.8 | ||||||||||
| Deferred compensation plan liabilities | (18.8) | — | — | (18.8) | ||||||||||
| Derivatives: | ||||||||||||||
| Forward exchange contracts-Assets (b) | — | 1.1 | — | 1.1 | ||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | 147.9 | $ | 67.3 | $ | — | $ | 215.2 |
| Asset (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Similar Assets (Level 2) | Unobservable inputs for which little or no market data exists (Level 3) | Total | ||||||||||
| Money market funds (a) | $ | 58.5 | $ | — | $ | — | $ | 58.5 | ||||||
| Available-for-sale investments | — | 54.0 | — | 54.0 | ||||||||||
| Trading securities | 24.5 | — | — | 24.5 | ||||||||||
| Deferred compensation plan liabilities | (24.5) | — | — | (24.5) | ||||||||||
| Derivatives: | ||||||||||||||
| Forward exchange contracts-Assets (b) | — | 0.5 | — | 0.5 | ||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | 58.5 | $ | 54.5 | $ | — | $ | 113.0 |
*(a)*Money market funds and time deposits are included in Cash and cash equivalents in the Consolidated Balance Sheet.
*(b)*Forward exchange contracts-Assets are reflected in Other current assets in the Consolidated Balance Sheet.
The methods and assumptions used to estimate the Level 2 fair values were as follows:
Forward exchange contracts – The fair value of forward exchange contracts were based on quoted forward foreign exchange prices at the reporting date.
Available-for-sale municipal bonds classified in Level 2 – The fair value of available-for-sale investments in municipal bonds is based on observable market-based inputs, other than quoted prices in active markets for identical assets.
Deferred compensation plan
The Company offers certain employees the opportunity to participate in non-qualified deferred compensation plans. A participant’s deferrals are invested in a variety of participant-directed debt and equity mutual funds that are classified as trading securities. During 2022 and 2021, the Company purchased $2.2 million and $2.7 million, respectively, of trading securities related to these deferred compensation plans. As a result of participant distributions, the Company sold $4.2 million and $3.6 million of these trading securities in 2022 and 2021 respectively. The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of the underlying deferred compensation plan obligation.
Long-term Debt
As of December 31, 2022 and December 31, 2021, the carrying value of long-term debt, net of unamortized discount and debt issuance costs, was $1,437.9 million and $1,435.5 million, respectively. The estimated fair value of the long-term debt as of December 31, 2022 and December 31, 2021 was $1,306.5 million and $1,524.5 million, respectively, using quoted market prices in active markets for similar liabilities (Level 2).
| 76 | HUBBELL INCORPORATED - Form 10-K |
NOTE 16 Commitments and Contingencies
Legal and Environmental
The Company is subject to various legal proceedings arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s products, intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified limits for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency that in management’s judgment is probable of occurrence and can be reasonably estimated. We continually reassess the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each matter which includes advice of outside legal counsel and, if applicable, other experts.
The Company is subject to environmental laws and regulations which may require that it investigate and remediate the effects of potential contamination associated with past and present operations as well as those acquired through business combinations. Environmental liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The Company continues to monitor these environmental matters and revalues its liabilities as necessary. Total environmental liabilities were $6.3 million and $6.4 million as of December 31, 2022 and 2021, respectively.
The Company accounts for conditional asset retirement and environmental obligations in accordance with the applicable accounting guidance. The accounting guidance defines “conditional asset retirement obligation” as a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Asset retirement obligations were not material as of December 31, 2022 and 2021.
| HUBBELL INCORPORATED - Form 10-K | 77 |
NOTE 17 Capital Stock
Activity in the Company’s common shares outstanding is set forth below for the three years ended December 31, 2022 (in thousands):
| Common Stock | |||||
| OUTSTANDING AT DECEMBER 31, 2019 | 54,514 | ||||
| Exercise of stock appreciation rights | 87 | ||||
| Director compensation arrangements, net | 9 | ||||
| Restricted/performance shares activity, net of forfeitures | 132 | ||||
| Acquisition/surrender of shares | (359) | ||||
| OUTSTANDING AT DECEMBER 31, 2020 | 54,383 | ||||
| Exercise of stock appreciation rights | 147 | ||||
| Director compensation arrangements, net | 7 | ||||
| Restricted/performance shares activity, net of forfeitures | 101 | ||||
| Acquisition/surrender of shares | (120) | ||||
| OUTSTANDING AT DECEMBER 31, 2021 | 54,518 | ||||
| Exercise of stock appreciation rights | 62 | ||||
| Director compensation arrangements, net | 6 | ||||
| Restricted/performance shares activity, net of forfeitures | 86 | ||||
| Acquisition/surrender of shares | (983) | ||||
| OUTSTANDING AT DECEMBER 31, 2022 | 53,689 |
For accounting purposes, the Company treats repurchased shares as constructively retired when acquired and accordingly charges the purchase price against Common Stock par value, Additional paid-in capital and Retained earnings to the extent required. Shares may be repurchased through the Company’s stock repurchase program, acquired by the Company from employees or surrendered to the Company by employees in settlement of their minimum tax liability on vesting of restricted shares and performance shares under the Hubbell Incorporated 2005 Incentive Award Plan as amended and restated (the “Award Plan”).
Shares of the Company’s common stock were reserved at December 31, 2022 as follows (in thousands):
| Common Stock | |||||
| Future grant of stock-based compensation | 1,489 | ||||
| Shares reserved under other equity compensation plans | 127 | ||||
| TOTAL | 1,616 |
| 78 | HUBBELL INCORPORATED - Form 10-K |
NOTE 18 Stock-Based Compensation
As of December 31, 2022, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. For those awards that vest immediately upon retirement eligibility, the Company recognizes compensation cost immediately for retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.
The Company’s long-term incentive program for awarding stock-based compensation includes a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company’s common stock pursuant to the Award Plan. Under the Award Plan, the Company may authorize up to 9.7 million shares of common stock to settle awards of restricted stock, performance shares, or SARs. The Company issues new shares to settle stock-based awards. In 2022, the Company's grant of stock-based awards included restricted stock, SARs and performance shares.
Stock-based compensation expense recognized by the Company was $24.5 million in 2022, $17.5 million in 2021 and $21.9 million in 2020. The total income tax benefit recognized was $3.9 million in 2022, $3.2 million in 2021, and $3.2 million in 2020. The net tax windfall recorded as a result of exercise or vesting (depending on the type of award) was $3.2 million, $6.8 million, and $3.4 million in 2022, 2021 and 2020, respectively. As of December 31, 2022, there was $18.1 million, pretax, of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be primarily recognized through 2025.
Stock-based compensation expense is recorded in S&A expense as well as Cost of goods sold. Of the total 2022 expense, $23.2 million was recorded to S&A expense and $1.3 million was recorded to Cost of goods sold. In 2021 and 2020, $15.8 million and $20.4 million, respectively, was recorded to S&A expense and $1.7 million and $1.5 million, respectively, was recorded to Cost of goods sold. Stock-based compensation costs capitalized to inventory was $0.4 million in each of 2022, 2021 and 2020.
Each of the compensation arrangements is discussed below.
Restricted Stock
The Company issues various types of restricted stock awards all of which are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities when computing earnings per share. Restricted stock grants are not transferable and are subject to forfeiture in the event of the recipient’s termination of employment prior to vesting.
Restricted Stock Issued to Employees - Service Condition
Restricted stock awards that vest based upon a service condition are expensed on a straight-line basis over the requisite service period. These awards generally vest either in three equal installments on each of the first three anniversaries of the grant date or on the third year anniversary of the grant date. The fair value of these awards is measured by the average of the high and low trading prices of the Company’s common stock on the most recent trading day immediately preceding the grant date (“measurement date”).
Restricted Stock Issued to Non-employee Directors
In 2022, 2021 and 2020, each non-employee director received a restricted stock grant. These grants are made on the date of the annual meeting of shareholders and vest at the following year’s annual meeting of shareholders, or upon certain other events. The grant is subject to forfeiture if the director’s service terminates prior to the date of the next regularly scheduled annual meeting of shareholders. During 2022, 2021 and 2020, the Company granted 5,952 shares, 6,741 shares, and 7,413 shares, respectively, to non-employee directors.
| HUBBELL INCORPORATED - Form 10-K | 79 |
Restricted Stock Issued to Employees and Non-employee Directors
Activity related to both employee and non-employee restricted stock for the year ended December 31, 2022 is as follows (in thousands, except per share amounts):
| Shares | Weighted Average Grant Date Fair Value/Share | |||||||
| RESTRICTED STOCK AT DECEMBER 31, 2021 | 184 | $ | 141.99 | |||||
| Shares granted | 64 | 187.07 | ||||||
| Shares vested | (56) | 148.93 | ||||||
| Shares forfeited | (13) | 163.54 | ||||||
| RESTRICTED STOCK AT DECEMBER 31, 2022 | 179 | $ | 154.09 |
The weighted average fair value per share of restricted stock granted in 2022, 2021 and 2020 was $187.07, $166.46 and $145.48, respectively. The total fair value of restricted stock vested in 2022, 2021 and 2020 was $8.4 million, $12.6 million and $7.8 million, respectively.
Stock Appreciation Rights
SARs grant the holder the right to receive, once vested, the value in shares of the Company's common stock equal to the positive difference between the grant price, as determined using the mean of the high and low trading prices of the Company’s common stock on the measurement date, and the fair market value of the Company’s common stock on the date of exercise. This amount is payable in shares of the Company’s common stock. SARs vest and become exercisable in three equal installments during the first three years following the grant date and expire ten years from the grant date.
Activity related to SARs for the year ended December 31, 2022 is as follows (in thousands, except per share amounts):
| Number of Rights | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||
| OUTSTANDING AT DECEMBER 31, 2021 | 907 | $ | 132.78 | |||||||||||
| Granted | 143 | 186.62 | ||||||||||||
| Exercised | (245) | 122.49 | ||||||||||||
| Forfeited | (26) | 170.12 | ||||||||||||
| Canceled | — | — | ||||||||||||
| OUTSTANDING AT DECEMBER 31, 2022 | 779 | $ | 144.66 | 6.8 years | $ | 70,146 | ||||||||
| EXERCISABLE AT DECEMBER 31, 2022 | 452 | $ | 127.44 | 5.7 years | $ | 48,506 |
The aggregated intrinsic value of SARs exercised during 2022, 2021 and 2020 was $21.0 million, $46.8 million and $20.2 million, respectively.
The fair value of each SAR award was measured using the Black-Scholes option pricing model.
The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during the years 2022, 2021 and 2020:
| Grant Date | Expected Dividend Yield | Expected Volatility | Risk Free Interest Rate | Expected Term | Weighted Avg. Grant Date Fair Value of 1 SAR | ||||||||||||
| 2022 | 2.1 | % | 27.4 | % | 1.9 | % | 4.9 years | $ | 39.68 | ||||||||
| 2021 | 2.4 | % | 26.5 | % | 0.6 | % | 5.5 years | $ | 29.58 | ||||||||
| 2020 | 2.5 | % | 23.5 | % | 1.3 | % | 5.5 years | $ | 24.52 |
The expected dividend yield was calculated by dividing the Company’s expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award.
| 80 | HUBBELL INCORPORATED - Form 10-K |
Performance Shares
Performance shares represent the right to receive a share of the Company’s common stock subject to the achievement of certain market or performance conditions established by the Company’s Compensation Committee and measured over a three year period. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. Shares are not vested until approved by the Company’s Compensation Committee.
Performance Shares - Performance and Market Conditions
In February 2020 and December 2018, the Company granted performance share awards with a target payout of 63,868 and 60,008 shares, respectively, that will vest subject to a performance condition and service requirement. The number of shares vested is then modified by a market condition as described below.
Thirty-four percent of the award granted will vest based on Hubbell’s compounded annual growth rate of Net sales as compared to that of the companies that comprise the S&P Capital Goods 900 index. Thirty-three percent of the award granted will vest based on achieved operating margin performance as compared to internal targets, and thirty-three percent of the award granted will vest based on achieved trade working capital as a percent of Net sales as compared to internal targets. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0% - 200% of the target number of shares subject to the award. That cumulative performance achieved is then further modified based on the Company's three year TSR relative to the companies that constitute the S&P Capital Goods 900 index, to potentially increase or reduce the shares earned by a multiple of up to 1.5 or 1.2, depending on the award year.
The fair value of the award was determined based upon a lattice model. The Company expenses these awards on a straight-line basis over the requisite service period which includes an assessment of the performance achieved to date. The weighted average fair value per share was $151.78 for the awards granted in 2020 and $98.80 for the awards granted in 2018.
| Grant Date | Shares Outstanding at 12/31/2022 | Fair Value | Performance Period | Payout Range | ||||||||||||||||
| 2020 | 43,949 | $ | 151.78 | Jan 2020-Dec 2022 | 0-200% + up to a multiple of 150x | |||||||||||||||
| 2018 | — | $ | 98.80 | Jan 2019-Dec 2021 | 0-200% + up to a multiple of 120x |
During 2022, approximately 38,000 shares from the 2018 awards vested as a result of the cumulative achievement of the performance metrics, and the fair value of the awards at vesting was approximately $7.3 million.
Performance Shares - Market Condition
In February 2022 and 2021, the Company granted performance share awards with a target payout of 14,076 and 15,741 shares, respectively, that will vest subject to a market condition and service condition through the performance period. The market condition associated with the awards is the Company's total shareholder return ("TSR") compared to the TSR generated by the companies that comprise the S&P Capital Goods 900 index over a three year performance period. Performance at target will result in vesting and issuance of the number of performance shares subject to the award, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares subject to the award. Expense is recognized irrespective of the market condition being achieved.
The fair value of the performance share awards with a market condition for these grants was determined based upon a lattice model. The following table summarizes the related assumptions used to determine the fair values of the performance share awards with a market condition granted during February 2022 and 2021:
| Grant Date | Stock Price on Measurement Date | Dividend Yield | Expected Volatility | Risk Free Interest Rate | Expected Term | Weighted Avg. Grant Date Fair Value | ||||||||||||||
| February 2022 | $185.87 | 2.3% | 39.7% | 1.6% | 2.9 years | $221.94 | ||||||||||||||
| February 2021 | $163.26 | 2.4% | 40.6% | 0.2% | 3 years | $198.89 |
Expected volatilities are based on historical volatilities of the Company's and members of the peer group's stock over the expected term of the award. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.
Performance Shares - Performance Condition
In February 2022 and 2021, the Company granted performance share awards with a target payout of 28,628 and 31,543 shares, respectively, that will vest subject to an internal Company-based performance condition and service requirement.
| HUBBELL INCORPORATED - Form 10-K | 81 |
Fifty percent of these performance shares subject to the award will vest based on Hubbell's compounded annual growth rate of Net sales as compared to that of the companies that comprise the S&P Capital Goods 900 index. Fifty percent of these performance shares subject to the award will vest based on achieved operating profit margin performance as compared to internal targets. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0%-200% of the target number of shares subject to the award.
The fair value of the award is measured based upon the average of the high and low trading prices of the Company's common stock on the measurement date reduced by the present value of dividends expected to be paid during the requisite service period. The Company expenses these awards on a straight-line basis over the requisite service period and including an assessment of the performance achieved to date. The weighted average fair value per share was $174.48 and $151.92 for the awards granted in 2022 and 2021, respectively.
| Grant Date | Fair Value | Performance Period | Payout Range | ||||||||||||||
| February 2022 | $174.48 | Jan 2022 - Dec 2024 | 0-200% | ||||||||||||||
| February 2021 | $151.92 | Jan 2021 - Dec 2023 | 0-200% |
| 82 | HUBBELL INCORPORATED - Form 10-K |
NOTE 19 Earnings Per Share
The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Restricted stock granted by the Company is considered a participating security since it contains a non-forfeitable right to dividends.
The following table sets forth the computation of earnings per share for the three years ended December 31 (in millions, except per share amounts):
| 2022 | 2021 | 2020 | |||||||||
| Numerator: | |||||||||||
| Net income from continuing operations attributable to Hubbell Incorporated | $ | 511.3 | $ | 365.0 | $ | 330.0 | |||||
| Less: Earnings allocated to participating securities | (1.3) | (1.1) | (1.1) | ||||||||
| Net income from continuing operations available to common shareholders | $ | 510.0 | $ | 363.9 | $ | 328.9 | |||||
| Net income from discontinued operations attributable to Hubbell Incorporated | $ | 34.6 | $ | 34.5 | $ | 21.2 | |||||
| Less: Earnings allocated to participating securities | (0.1) | (0.1) | (0.1) | ||||||||
| Net income from discontinued operations available to common shareholders | $ | 34.5 | $ | 34.4 | $ | 21.1 | |||||
| Net income attributable to Hubbell Incorporated | $ | 545.9 | $ | 399.5 | $ | 351.2 | |||||
| Less: Earnings allocated to participating securities | (1.4) | (1.2) | (1.2) | ||||||||
| Net income available to common shareholders | $ | 544.5 | $ | 398.3 | $ | 350.0 | |||||
| Denominator: | |||||||||||
| Average number of common shares outstanding | 53.7 | 54.3 | 54.2 | ||||||||
| Potential dilutive shares | 0.4 | 0.4 | 0.3 | ||||||||
| Average number of diluted shares outstanding | 54.1 | 54.7 | 54.5 | ||||||||
| Basic earnings per share: | |||||||||||
| Basic earnings per share from continuing operations | $ | 9.49 | $ | 6.70 | $ | 6.07 | |||||
| Basic earnings per share from discontinued operations | $ | 0.64 | $ | 0.63 | $ | 0.39 | |||||
| Basic earnings per share | $ | 10.13 | $ | 7.33 | $ | 6.46 | |||||
| Diluted earnings per share: | |||||||||||
| Diluted earnings per share from continuing operations | $ | 9.43 | $ | 6.66 | $ | 6.04 | |||||
| Diluted earnings per share from discontinued operations | $ | 0.64 | $ | 0.62 | $ | 0.39 | |||||
| Diluted earnings per share | $ | 10.07 | $ | 7.28 | $ | 6.43 |
The Company did not have any significant anti-dilutive securities in 2022, 2021 or 2020.
| HUBBELL INCORPORATED - Form 10-K | 83 |
NOTE 20 Accumulated Other Comprehensive Loss
A summary of the changes in Accumulated other comprehensive loss (net of tax) for the three years ended December 31, 2022 is provided below (in millions):
| (Debit) credit | Cash Flow Hedge (Loss) Gain | Unrealized Gain (Loss) on Available-for-Sale Securities | Pension and Post Retirement Benefit Plan Adjustment | Cumulative Translation Adjustment | Total | ||||||||||||
| BALANCE AT DECEMBER 31, 2019 | $ | (0.5) | $ | 0.6 | $ | (203.2) | $ | (129.8) | $ | (332.9) | |||||||
| Other comprehensive income (loss) before reclassifications | 0.4 | 0.4 | (21.6) | 12.3 | (8.5) | ||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (0.6) | — | 12.8 | — | 12.2 | ||||||||||||
| Current period other comprehensive income (loss) | (0.2) | 0.4 | (8.8) | 12.3 | 3.7 | ||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | (0.7) | $ | 1.0 | $ | (212.0) | $ | (117.5) | $ | (329.2) | |||||||
| Other comprehensive income (loss) before reclassifications | 0.4 | (0.4) | 1.1 | (11.5) | (10.4) | ||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | 0.7 | — | 8.1 | — | 8.8 | ||||||||||||
| Current period other comprehensive income (loss) | 1.1 | (0.4) | 9.2 | (11.5) | (1.6) | ||||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | 0.4 | $ | 0.6 | $ | (202.8) | $ | (129.0) | $ | (330.8) | |||||||
| Other comprehensive income (loss) before reclassifications | 1.2 | (1.4) | (0.6) | (27.9) | (28.7) | ||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (1.0) | — | 14.8 | 0.5 | 14.3 | ||||||||||||
| Current period other comprehensive income (loss) | 0.2 | (1.4) | 14.2 | (27.4) | (14.4) | ||||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | 0.6 | $ | (0.8) | $ | (188.6) | $ | (156.4) | $ | (345.2) |
A summary of the gain (loss) reclassifications out of Accumulated other comprehensive loss for the two years ended December 31 is provided below (in millions):
| Details about Accumulated Other Comprehensive Loss Components | 2022 | 2021 | Location of Gain (Loss) Reclassified into Income | |||||||||||||||||
| Cash flow hedges gain (loss): | ||||||||||||||||||||
| Forward exchange contracts | $ | — | $ | (0.1) | Net Sales | |||||||||||||||
| 1.2 | (0.9) | Cost of goods sold | ||||||||||||||||||
| 1.2 | (1.0) | Total before tax | ||||||||||||||||||
| (0.2) | 0.3 | Tax (expense) benefit | ||||||||||||||||||
| $ | 1.0 | $ | (0.7) | Gain (loss) net of tax | ||||||||||||||||
| Amortization of defined benefit pension and post retirement benefit items: | ||||||||||||||||||||
| Prior-service credits | $ | (0.4) | (a) | $ | (0.2) | (a) | ||||||||||||||
| Actuarial gains/(losses) | (10.6) | (a) | (10.7) | (a) | ||||||||||||||||
| Settlement and curtailment losses | (8.8) | (a) | — | (a) | ||||||||||||||||
| (19.8) | (10.9) | Total before tax | ||||||||||||||||||
| 5.0 | 2.8 | Tax benefit (expense) | ||||||||||||||||||
| $ | (14.8) | $ | (8.1) | (Loss) gain net of tax | ||||||||||||||||
| Reclassification of currency translation gain | $ | (0.5) | $ | — | Gain on disposition of business (Note 2) | |||||||||||||||
| — | — | Tax benefit (expense) | ||||||||||||||||||
| (0.5) | — | Gain (loss) net of tax | ||||||||||||||||||
| Gains (losses) reclassified into earnings | $ | (14.3) | $ | (8.8) | (Loss) gain net of tax |
*(a)*These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits for additional details).
| 84 | HUBBELL INCORPORATED - Form 10-K |
NOTE 21 Industry Segments and Geographic Area Information
Nature of Operations
Hubbell is a global manufacturer of quality electrical products and utility solutions for a broad range of customer and end-market applications. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, China, Mexico, the UK, Brazil, Australia, Spain and Ireland. Hubbell also participates in joint ventures in Hong Kong and the Philippines and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile and countries in the Middle East. Each of the above references to manufacturing locations, joint venture participation, and office locations relate to the three year period ending December 31, 2022.
The Company’s reporting segments consist of the Utility Solutions segment and the Electrical Solutions segment, as described below.
The Utility Solutions segment 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, enclosures cutoffs and switches. The Utility Solutions segment also offers solutions that serve The Edge of the utility infrastructure, including smart meters, communications systems, and protection and control devices. Hubbell Utility Solutions supports the electrical distribution, electrical transmission, water, gas distribution, telecommunications, and solar and wind markets.
Hubbell Electrical Solutions is positioned Behind the Meter, providing key components to building operators and industrial customers that enable them to manage their energy and operate critical infrastructure more efficiently and effectively. The Electrical Solutions segment 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.
Products of the Electrical Solutions segment have applications in the light industrial, non-residential, wireless communications, transportation, data center, and heavy industrial markets. Electrical Solutions segment products are typically used in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians, utilities, and telecommunications companies. In addition, certain of our businesses design and manufacture industrial controls and communication systems used in the non-residential and industrial markets. Many of these products are designed such that they can also be used in harsh and hazardous locations where a potential for fire and explosion exists due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in the oil and gas (onshore and offshore) and mining industries. We also offer a variety of lighting fixtures, wiring devices and electrical products that have residential and utility applications, including residential products with Internet-of-Things ("IoT") enabled technologies.
These products are sold under various brands and/or trademarks and are primarily sold through electrical and industrial distributors, home centers, retail and hardware outlets, lighting showrooms and residential product oriented internet sites. Special application products are primarily sold through wholesale distributors to contractors, industrial customers and original equipment manufacturers (“OEMs”).
Financial Information
Financial information by industry segment, product class and geographic area for each of the three years ended December 31, 2022, 2021 and 2020 is summarized below (in millions). When reading the data the following items should be noted:
-
Net sales comprise sales to unaffiliated customers — inter-segment and inter-area sales are not significant.
-
Segment operating income consists of Net sales less operating expenses, including total corporate expenses, which are generally allocated to each segment on the basis of the segment’s percentage of consolidated Net sales. Interest expense and investment income and other expense, net have not been allocated to segments as these items are centrally managed by the Company.
-
General corporate assets not allocated to segments are principally cash, prepaid pensions, investments and deferred taxes. These assets have not been allocated as they are centrally managed by the Company.
| HUBBELL INCORPORATED - Form 10-K | 85 |
INDUSTRY SEGMENT DATA
| 2022 | 2021 | 2020 | |||||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| Utility Solutions | $ | 2,871.1 | $ | 2,334.4 | $ | 2,079.4 | |||||||||||||||||
| Electrical Solutions | 2,076.8 | 1,859.7 | 1,603.1 | ||||||||||||||||||||
| TOTAL NET SALES | $ | 4,947.9 | $ | 4,194.1 | $ | 3,682.5 | |||||||||||||||||
| Operating Income: | |||||||||||||||||||||||
| Utility Solutions | $ | 438.2 | $ | 284.1 | $ | 305.6 | |||||||||||||||||
| Electrical Solutions | 270.9 | 248.2 | 188.9 | ||||||||||||||||||||
| Operating Income | $ | 709.1 | $ | 532.3 | $ | 494.5 | |||||||||||||||||
| Loss on disposition of business (Note 4) | — | (6.9) | — | ||||||||||||||||||||
| Loss on extinguishment of debt (Note 13) | — | (16.8) | — | ||||||||||||||||||||
| Pension charge (Note 12) | (7.0) | — | (7.6) | ||||||||||||||||||||
| Interest expense, net | (49.6) | (54.7) | (60.1) | ||||||||||||||||||||
| Other income (expense), net | 4.5 | 5.4 | (2.3) | ||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 657.0 | $ | 459.3 | $ | 424.5 | |||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Utility Solutions | $ | 3,011.9 | $ | 2,823.8 | $ | 2,812.4 | |||||||||||||||||
| Electrical Solutions | 1,972.9 | 2,142.1 | 1,984.4 | ||||||||||||||||||||
| General Corporate | 417.8 | 315.6 | 288.3 | ||||||||||||||||||||
| TOTAL ASSETS**(1)** | $ | 5,402.6 | $ | 5,281.5 | $ | 5,085.1 | |||||||||||||||||
| Capital Expenditures: | |||||||||||||||||||||||
| Utility Solutions | $ | 86.9 | $ | 55.8 | $ | 55.9 | |||||||||||||||||
| Electrical Solutions | 39.5 | 31.1 | 25.0 | ||||||||||||||||||||
| General Corporate | 2.9 | 3.3 | 1.9 | ||||||||||||||||||||
| TOTAL CAPITAL EXPENDITURES | $ | 129.3 | $ | 90.2 | $ | 82.8 | |||||||||||||||||
| Depreciation and Amortization: | |||||||||||||||||||||||
| Utility Solutions | $ | 99.2 | $ | 108.5 | $ | 103.2 | |||||||||||||||||
| Electrical Solutions | 49.3 | 40.6 | 41.3 | ||||||||||||||||||||
| TOTAL DEPRECIATION AND AMORTIZATION | $ | 148.5 | $ | 149.1 | $ | 144.5 |
GEOGRAPHIC AREA DATA
| 2022 | 2021 | 2020 | |||||||||
| Net Sales: | |||||||||||
| United States | $ | 4,536.4 | $ | 3,809.8 | $ | 3,356.9 | |||||
| International | 411.5 | 384.3 | 325.6 | ||||||||
| TOTAL NET SALES | $ | 4,947.9 | $ | 4,194.1 | $ | 3,682.5 | |||||
| Operating Income: | |||||||||||
| United States | $ | 598.5 | $ | 439.6 | $ | 436.3 | |||||
| International | 110.6 | 92.7 | 58.2 | ||||||||
| TOTAL OPERATING INCOME | $ | 709.1 | $ | 532.3 | $ | 494.5 | |||||
| Long-lived Assets: | |||||||||||
| United States | $ | 2,983.5 | $ | 3,038.1 | $ | 3,113.7 | |||||
| International | 392.3 | 359.0 | 378.7 | ||||||||
| TOTAL LONG-LIVED ASSETS**(1)** | $ | 3,375.8 | $ | 3,397.1 | $ | 3,492.4 |
(1) Total Assets and Long-lived assets attributable to the Company's formerly owned Commercial and Industrial Lighting business, totaling $356.6 million and $177.1 million were included in total assets held for sale, and noncurrent portion respectively as of December 31, 2021 on the Company's Consolidated Balance Sheets. See Note 2, Discontinued Operations, for further information on the Company's sale of the C&I Lighting business.
On a geographic basis, the Company defines “international” as operations based outside of the United States and its possessions. As a percentage of total Net sales, shipments from foreign operations directly to third parties were 8% in 2022, 9% in 2021 and 9% in 2020, with the UK and Canadian operations representing approximately 32%, and 31% respectively, of 2022 total international Net sales.
| 86 | HUBBELL INCORPORATED - Form 10-K |
Long-lived assets, excluding deferred tax assets, of international subsidiaries were 12% of the consolidated total in 2022, 11% in 2021 and 11% in 2020, with the UK, Spain, and Canada operations representing approximately 26%, 17%, and 16%, respectively, of the 2022 international total. Export sales from United States operations were $253.0 million in 2022, $227.0 million in 2021 and $233.8 million in 2020.
NOTE 22 Guarantees
The Company records a liability equal to the fair value of guarantees in the Consolidated Balance Sheet in accordance with the accounting guidance for guarantees. When it is probable that a liability has been incurred and the amount can be reasonably estimated, the Company accrues for costs associated with guarantees. The most likely costs to be incurred are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely, the minimum is accrued.
As of December 31, 2022, the fair value and maximum potential payment related to the Company’s guarantees were not material.
The Company offers product warranties which cover defects on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known or as historical experience indicates.
Changes in the accrual for product warranties in 2022 are set forth below (in millions):
| BALANCE AT DECEMBER 31, 2020 | $ | 72.7 | |||
| Provision | 8.8 | ||||
| Expenditures/other | (15.4) | ||||
| BALANCE AT DECEMBER 31, 2021 | $ | 66.1 | |||
| Provision | 12.7 | ||||
| Expenditures/other | (32.6) | ||||
| BALANCE AT DECEMBER 31, 2022**(a)** | $ | 46.2 |
(a) Refer to Note 10 – Other Accrued Liabilities and Note 11 – Other Non-Current Liabilities for a breakout of short-term and long-term warranties.
| HUBBELL INCORPORATED - Form 10-K | 87 |
NOTE 23 Restructuring Costs
During 2022, we incurred costs for restructuring actions initiated in 2022 as well as costs relating to restructuring actions initiated in the prior year. Our restructuring actions are associated with cost reduction efforts that include the consolidation of manufacturing and distribution facilities, as well as, workforce reductions and the sale or exit of business units we determine to be non-strategic. Restructuring costs are primarily severance and employee benefits, asset impairments, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions. These costs are predominantly settled in cash from our operating activities and are generally settled within one year, with the exception of asset impairments, which are non-cash.
Pre-tax restructuring costs incurred in each of our segments and the location of the costs in the Consolidated Statement of Income for the years ended December 31, 2022, 2021 and 2020 are as follows (in millions):
| Twelve Months Ended December 31, 2022 | Twelve Months Ended December 31, 2021 | Twelve Months Ended December 31, 2020 | |||||||||||||||||||||||||||||||||
| Utility Solutions | Electrical Solutions | Total | Utility Solutions | Electrical Solutions | Total | Utility Solutions | Electrical Solutions | Total | |||||||||||||||||||||||||||
| Restructuring costs | |||||||||||||||||||||||||||||||||||
| Cost of goods sold | $ | 4.5 | $ | 5.4 | $ | 9.9 | $ | 1.3 | $ | 1.1 | $ | 2.4 | $ | 9.2 | $ | 7.1 | $ | 16.3 | |||||||||||||||||
| S&A expense | (0.5) | 0.9 | 0.4 | 1.1 | 0.4 | 1.5 | 1.2 | 2.9 | 4.1 | ||||||||||||||||||||||||||
| Total restructuring costs | $ | 4.0 | $ | 6.3 | $ | 10.3 | $ | 2.4 | $ | 1.5 | $ | 3.9 | $ | 10.4 | $ | 10.0 | $ | 20.4 |
The following table summarizes the accrued liabilities for our restructuring actions (in millions):
| Beginning Accrued Restructuring Balance 1/1/22 | Pre-tax Restructuring Costs | Utilization and Foreign Exchange | Ending Accrued Restructuring Balance 12/31/22 | |||||||||||
| 2022 Restructuring Actions | ||||||||||||||
| Severance | $ | — | $ | 6.9 | $ | (1.3) | $ | 5.6 | ||||||
| Asset write-downs | — | 0.8 | (0.8) | — | ||||||||||
| Facility closure and other costs | — | 3.5 | (3.2) | 0.3 | ||||||||||
| Total 2022 Restructuring Actions | $ | — | $ | 11.2 | $ | (5.3) | $ | 5.9 | ||||||
| 2021 and Prior Restructuring Actions | ||||||||||||||
| Severance | $ | 4.1 | $ | (0.4) | $ | (1.8) | $ | 1.9 | ||||||
| Asset write-downs | — | — | — | — | ||||||||||
| Facility closure and other costs | 0.1 | (0.5) | 0.5 | 0.1 | ||||||||||
| Total 2021 and Prior Restructuring Actions | $ | 4.2 | $ | (0.9) | $ | (1.3) | $ | 2.0 | ||||||
| Total Restructuring Actions | $ | 4.2 | $ | 10.3 | $ | (6.6) | $ | 7.9 |
The actual and expected pre-tax costs for our restructuring actions are as follows (in millions):
| Expected Costs | Costs incurred in 2020 | Costs incurred in 2021 | Costs incurred in 2022 | Remaining costs at 12/31/22 | |||||||||||||
| 2022 Restructuring Actions | |||||||||||||||||
| Utility Solutions | $ | 5.0 | $ | — | $ | — | $ | 4.7 | $ | 0.3 | |||||||
| Electrical Solutions | 10.2 | — | — | 6.5 | 3.7 | ||||||||||||
| Total 2022 Restructuring Actions | $ | 15.2 | $ | — | $ | — | $ | 11.2 | $ | 4.0 | |||||||
| 2021 Restructuring Actions | |||||||||||||||||
| Utility Solutions | $ | 3.7 | $ | — | $ | 1.8 | $ | (0.7) | $ | 2.6 | |||||||
| Electrical Solutions | 0.4 | — | 0.6 | (0.2) | — | ||||||||||||
| Total 2021 Restructuring Actions | $ | 4.1 | $ | — | $ | 2.4 | $ | (0.9) | $ | 2.6 | |||||||
| 2020 and Prior Restructuring Actions | |||||||||||||||||
| Utility Solutions | $ | 11.0 | $ | 10.4 | $ | 0.6 | $ | — | $ | — | |||||||
| Electrical Solutions | 10.9 | 10.0 | 0.9 | — | — | ||||||||||||
| Total 2020 and Prior Restructuring Actions | $ | 21.9 | $ | 20.4 | $ | 1.5 | $ | — | $ | — | |||||||
| Total Restructuring Actions | $ | 41.2 | $ | 20.4 | $ | 3.9 | $ | 10.3 | $ | 6.6 |
| 88 | HUBBELL INCORPORATED - Form 10-K |
NOTE 24 Leases
Our operating leases primarily consist of office space, certain manufacturing facilities, and vehicles. Our finance leases are not material. The term of our operating leases is generally 10 years or less, in some cases, with options to extend the term for up to 5 years, or options to terminate after one year without penalty. In general, our vehicle lease payments contain a monthly base rent payment which is adjusted based on changes to the LIBOR rate over the lease term. Certain other lease agreements contain variable payments related to a consumer price index or similar metric. Any change in payment amounts as a result of a change in a rate or index are considered variable lease payments and recognized as profit or loss when incurred.
Rent expense for operating leases in the Consolidated Statements of Income for the years ended December 31, 2022, December 31, 2021, and December 31, 2020 were $35.7 million, $34.1 million, and $35.5 million, respectively. Cash paid for operating leases for the year ended December 31, 2022 and December 31, 2021 were $36.3 million and $36.7 million reported as cash outflows from operating activities in the Consolidated Statements of Cash Flows. Right-of-use ("ROU") assets obtained in exchange for lease obligations for the year ended December 31, 2022 and December 31, 2021 were $58.9 million and $17.8 million, respectively, which includes $7.4 million related to acquisitions in 2022.
Amounts recognized for operating leases in the Consolidated Balance Sheets is as follows (in millions):
| December 31, 2022 | December 31, 2021 | ||||||||||
| Operating lease right-of-use assets | $ | 108.0 | $ | 81.3 | |||||||
| TOTAL ASSETS | $ | 108.0 | $ | 81.3 | |||||||
| Other accrued liabilities | $ | 30.5 | $ | 27.1 | |||||||
| Other non-current liabilities | 84.9 | 58.3 | |||||||||
| TOTAL LIABILITIES | $ | 115.4 | $ | 85.4 |
The weighted average remaining lease term as of December 31, 2022 and December 31, 2021 for operating leases were 5.5 and 4 years, respectively. The weighted average discount rate used to measure the ROU asset and lease liability for operating leases was 3.2% as of December 31, 2022 and 2.7% as of December 31, 2021.
Future maturities of our operating lease liabilities as of December 31, 2022 are as follows (in millions):
| 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total Payments | Imputed Interest | Total | |||||||||||||||||||||
| Operating Leases | 33.8 | 23.9 | 17.7 | 14.3 | 12.3 | 24.5 | 126.5 | (11.1) | $115.4 |
Future maturities of our operating lease liabilities as of December 31, 2021 are as follows (in millions):
| 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total Payments | Imputed Interest | Total | |||||||||||||||||||||
| Operating Leases | 29.0 | 22.9 | 13.6 | 8.8 | 6.4 | 9.2 | 89.9 | (4.5) | $85.4 |
| HUBBELL INCORPORATED - Form 10-K | 89 |
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