Hubbell (HUBB) 10-K risk factor changes: FY2023 vs FY2022

[removed: The resulting] [added: Global] supply chain issues and increased demand have [removed: also] led to increased freight, labor and commodity costs.

In addition, various factors, including the level of economic activity in [removed: China] [added: China, the war between Ukraine] and [added: Russia and] the [removed: conflict in Ukraine, has] [added: war between Israel and Hamas, have] added to the volatility in energy costs.

Competitors' behavior related to [removed: these areas] [added: these, among other areas,] could potentially have significant impacts on our financial results.

| [removed: 8 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 15 | | |]

Our international operations accounted for approximately 8% of our Net sales in [removed: 2022.][added: 2023.]

New product introductions and [added: the] enhancement of existing products and services are key to the Company’s competitive strategy.

Significant shortages in the availability of these materials or significant price increases could increase our operating costs [removed: and adversely impact the competitive positions of our products, which could adversely impact our results of operations.]

See also Risk Factor, “*Significant developments from the recent and potential changes in U.S. trade policies could have a material adverse effect on us*.” [added: We rely on materials, components and finished goods that are sourced from or manufactured in foreign countries including Mexico, China, and other international countries.]

As of December 31, [removed: 2022,] [added: 2023,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $2,640.4] [added: $3,729] million.

We have continued to work on improving our utilization of our enterprise resource planning system, expanding standardization of business processes and performing implementations at our remaining businesses, as well as acquired [removed: businesses.][added: businesses, for example, the implementation of our enterprise resource planning system in 2024 at Aclara.]

Deterioration in the credit quality [removed: of] [added: of, loss of, significant decline in business with, or pricing pressure from,] our customers could have a material adverse effect on our operating results and financial condition.

We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 43%] [added: 42%] of our Net sales.

Deterioration in the credit quality [added: of, loss of, significant decline in business with, or pricing pressure from, one or more] of [removed: several] [added: our] major customers could adversely affect our results of operations, financial condition and cash flows.

We have outstanding indebtedness; our indebtedness [added: has increased as a result of the System Control Acquisition and] will [added: continue to] increase if we incur additional indebtedness in the future and do not retire existing indebtedness.

Our [added: increased] indebtedness level and related debt service obligations could have negative consequences, including (i) requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our indebtedness, which would reduce the funds we have available for other purposes, (ii) reducing our flexibility in planning for or reacting to changes in our business and market conditions and (iii) exposing us to interest rate risk since a portion of our debt obligations are at variable rates.

Government [removed: agencies,] [added: agencies] and the Organisation for Economic Co-operation and Development (“OECD”) have focused on issues related to the taxation of multinational corporations.

[removed: Over the last five] [added: In prior] years, the U.S. government has announced and, in some cases, implemented a new approach to trade policy, including renegotiating, or potentially terminating, certain existing bilateral or multi-lateral trade agreements, such as the North American Free Trade Agreement ("NAFTA"), which was replaced by the U.S.-Mexico-Canada [removed: Agreement,] [added: Agreement] on July 1, 2020, and proposed trade agreements, like the Trans-Pacific Partnership ("TPP"), from which the United States has formally withdrawn, as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum.

In addition, we cannot predict what changes to trade policy will be made by the current [added: or a future] presidential administration [removed: and] [added: or] Congress, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any conceivable changes would have on our business.

These [removed: new] requirements could limit the pool of suppliers who can provide conflict-free minerals and as a result, we cannot ensure that we will be able to obtain these conflict-free minerals at competitive prices.

Compliance with these [removed: new] requirements may also increase our costs.

Natural disasters, the economic uncertainty resulting from the spread of global [removed: pandemics,] [added: pandemics (such as the COVID-19 pandemic),] acts or threats of war or terrorism, international conflicts, and the actions taken by the United States and other governments in response to such events [added: have in the past, and] could [added: in the future] cause damage to or disrupt our business operations, our suppliers or our customers, and could create political or economic instability, any of which could have an adverse effect on our business.

We may face increased competition due to the rapid development and rising use of artificial intelligence (AI) and machine learning

technologies.

Failure to adopt and incorporate such technologies to improve productivity, manufacturing technology or support functional teams may put us at a long-term competitive disadvantage.

and adversely impact the competitive positions of our products, which could adversely impact our results of operations.

We may fail to realize all of the anticipated benefits of the Systems Control Acquisition or those benefits may take longer to realize than expected.

The full benefits of the Systems Control Acquisition, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

Failure to achieve the anticipated benefits of the Systems Control Acquisition could adversely affect our results of operations or cash flows and decrease or delay the expected accretive effects of the Systems Control Acquisition.

The amount of cash required to pay interest on our indebtedness following completion of the Systems Control Acquisition, and thus the demands on our cash resources, is greater than the amount of cash required to service our indebtedness prior to the Systems Acquisition.

Additionally, the war between Israel and Hamas has added to the volatility in energy costs.

COVID-19 Pandemic Risks

Our business and operations, and the operations of our suppliers, have been, and may in the future be adversely affected by epidemics or pandemics such as the COVID-19 pandemic outbreak.

We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases.

A public health epidemic or pandemic, such as the COVID-19 pandemic, poses the risk that our employees, contractors, suppliers, customers and other business partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities, or that such epidemic may otherwise interrupt or impair business activities.

The COVID-19 pandemic continues to cause disruption to the global economy, including in all of the regions in which we, our suppliers, distributors, business partners, and customers do business.

We continue to monitor the pandemic, and while periodic local increases and decreases in COVID-19 cases are likely, generally the restrictions due to and in response to the pandemic continue to relax in most locations.

However, the COVID-19 pandemic and efforts to manage it, including those by governmental authorities, have had, and could continue to have, an adverse effect on the economy and our business in many ways.

This includes, but is not limited to, global supply chain shortages for materials and component parts used in our products and associated escalating prices.

In addition to supply shortages, constrained transportation capacities have led to significant price increases in transportation costs.

We expect to continue to be affected by supply chain issues due to factors largely beyond our control, including, a global shortage of semi-conductors, chips and components used in our products, a strain on raw materials and cost inflation, all of which could escalate in future quarters.

Although economic conditions have generally improved since the height of the pandemic, the strength of the economic recovery is uncertain and may vary across industries, customers and from country to country.

The ultimate extent and robustness of any economic recovery from the impact of the pandemic imposes a significant degree of uncertainty and complexity, and may adversely affect our operations, customer demand and our costs of production.

Failure of economic recovery to continue and adverse or weakening economic conditions may also result in deterioration in the collection of customer accounts receivable, as well as a reduction in sales.

Global supply chains continue to struggle to keep up with increasing demand due to the lingering impact of the COVID-19 pandemic.

Uncertainty about the future of the London Interbank Offer Rate ("LIBOR") may adversely affect our business and financial results.

Our 2021 Credit Facility uses LIBOR as a reference rate, such that the interest due pursuant to such borrowings may be calculated using LIBOR plus an applicable margin (determined by reference to a ratings based grid) or the alternate base rate.

In March 2021, the UK’s Financial Conduct Authority, which regulates LIBOR, announced that for most tenors of the USD LIBOR, rates would cease to be published after June 30, 2023, and one-week and two-month LIBOR ceased being published as of December 31, 2021.

It is not possible to predict the effect of this announcement, including what alternative reference rates may replace LIBOR in use going forward, and how LIBOR will be determined for purposes of loans, securities and derivative instruments currently referencing it when it ceases to exist.

Once LIBOR is no longer available, if lenders have increased costs due to such changes, we may suffer from potential increases in interest rates on our floating rate debt.

These uncertainties or their resolution also could negatively impact our funding costs, loan and other asset values, asset-liability management strategies, and other aspects of our business and financial results.

We rely on materials, components and finished goods that are sourced from or manufactured in foreign countries including Mexico, China, and other international countries.

The uncertainty surrounding the implementation and effect of Brexit and related negative developments in the European Union and elsewhere could adversely affect our business, financial condition and results of operations.

In 2020, the United Kingdom exited the European Union (“EU”) (commonly referred to as “Brexit”).

The long-term effects of Brexit, including the UK's relationship with the EU and other countries, including the U.S., remains unclear.

We conduct business in both the UK and EU and shipments from our UK subsidiaries represented 3% of our total Net sales in both 2022 and 2021.

Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions and regulatory agencies.

Brexit could also have the effect of disrupting the free movement of goods, services, and people between the UK, the EU and elsewhere.

There can be no assurance that any or all of these events, or others that we cannot anticipate at this time, will not have a material adverse effect on our business, financial condition and results of operations.

This section of this Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form-10-K for the fiscal year ended December 31, [removed: 2021] [added: 2022,] filed with the Securities and Exchange Commission on February [removed: 11, 2022.][added: 9, 2023.]

Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Australia, [removed: Spain] [added: Spain, Ireland,] and [removed: Ireland.][added: the Republic of the Philippines.]

The Company also participates in joint ventures in Hong Kong and the [added: Republic of the] Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East.

The Company employed approximately [removed: 16,300] [added: 18,300] individuals worldwide as of December 31, [removed: 2022.][added: 2023.]

Our reporting segments consist of the Utility Solutions segment, that has [added: a] leading position in Front of the Meter and at The Edge and the Electrical Solutions segment that is positioned Behind the Meter.

Our long-term strategy is [removed: to serve] [added: to: Serve] our customers with reliable and innovative electrical and related infrastructure solutions with desired brands and high-quality service, delivered through a competitive cost structure; [removed: to] complement organic revenue growth with acquisitions that enhance [removed: its] [added: our] product offerings; and [removed: to] allocate capital effectively to create shareholder value.

The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost [removed: structure, effectiveness] [added: structure] and [added: effectiveness, as well as the] efficiency of our workforce.

| [removed: 20 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 39 | | |]

[removed: We] [added: Since early 2021, we] have [removed: recently] experienced significant inflationary pressure across much of our business.

[removed: We] [added: As a result, we] have [removed: had to take] [added: taken] various pricing actions to cover the higher costs and [added: to] protect our [removed: margin profile.][added: profitability.]

[removed: Because] [added: Although there has been some mitigation in the rate of inflation in recent months,] we expect inflation to remain a factor for the foreseeable [removed: future,] [added: future and] we expect to continue [added: to take] these pricing actions [removed: subject, however,] [added: subject] to demand and market conditions.

Accordingly, there can be no assurance that we will be able to maintain our margins in response to [removed: the continuation or worsening of] [added: further changes in] inflationary pressures.

In addition, macroeconomic effects such as increases in interest rates and other measures taken by central banks and other policy makers could have a negative effect on overall economic activity [removed: that] [added: which] could reduce our customers’ demand for our products.

In [removed: 2022,] [added: 2023,] Net sales increased by [removed: 18.0%] [added: 8.6%] or [removed: $754] [added: $425] million and organic Net sales(1) increased by [removed: 17.5%] [added: 6.6%] or [removed: $732] [added: $325] million on favorable price realization [removed: along with higher] [added: partially offset by modestly lower] volumes, as further discussed in segment results below.

Net income from [removed: Continuing Operations] [added: continuing operations] attributable to Hubbell increased by [removed: 40.1%] [added: 48.6%] in [removed: 2022] [added: 2023] compared to the prior year and diluted earnings per share from [removed: Continuing Operations] [added: continuing operations] increased by [removed: 41.6%.][added: 49.0%.]

Adjusted net income from continuing operations attributable to Hubbell(1) increased by [removed: 30.3%] [added: 44.1%] in [removed: 2022] [added: 2023] compared to the prior year and adjusted diluted earnings per share from continuing operations(1) increased by [removed: 31.9%] [added: 44.4%] in [removed: 2022.][added: 2023.]

Free cash flow(2) was higher in [removed: 2022] [added: 2023] at [removed: $506.9] [added: $715.1] million as compared to [removed: $423.5] [added: $506.9] million in the prior year.

| | | | For the Year Ending December 31, | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2022] [added: 2023] | | | % of Net sales | | | [removed: 2021] [added: 2022] | | | % of Net sales | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net sales | | | $ | [removed: 4,947.9] [added: 5,372.9] | | | | | $ | [removed: 4,194.1 | | | | | | | | | | | | | | | | | |] [added: 4,947.9] | | | | | | | | | | | | | |

| Cost of goods sold | | | [removed: 3,476.3] [added: 3,484.8] | | | [removed: 70.3] [added: 64.9] | | % | [removed: 3,042.6] [added: 3,476.3] | | | [removed: 72.5] [added: 70.3] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Gross profit | | | [removed: 1,471.6] [added: 1,888.1] | | | [removed: 29.7] [added: 35.1] | | % | [removed: 1,151.5] [added: 1,471.6] | | | [removed: 27.5] [added: 29.7] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Selling & administrative expenses | | | [removed: 762.5] [added: 849.6] | | | [removed: 15.4] [added: 15.8] | | % | [removed: 619.2] [added: 762.5] | | | [removed: 14.8] [added: 15.4] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Operating income | | | [removed: 709.1] [added: 1,038.5] | | | [removed: 14.3] [added: 19.3] | | % | [removed: 532.3] [added: 709.1] | | | [removed: 12.7] [added: 14.3] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net income from continuing operations | | | [removed: 516.8] [added: 766.0] | | | [removed: 10.4] [added: 14.2] | | % | [removed: 371.1] [added: 516.8] | | | [removed: 8.8] [added: 10.4] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Less: Net income from continuing operations attributable to noncontrolling interest | | | [removed: (5.5)] [added: (6.2)] | | | (0.1) | | % | [removed: (6.1)] [added: (5.5)] | | | (0.1) | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net Income From Continuing Operations Attributable to Hubbell Incorporated | | | [removed: 511.3] [added: 759.8] | | | [removed: 10.3] [added: 14.1] | | % | [removed: 365.0] [added: 511.3] | | | [removed: 8.7] [added: 10.3] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Income from discontinued operations, net of tax | | | [removed: 34.6] [added: —] | | | [removed: 0.7] [added: —] | | % | [removed: 34.5] [added: 34.6] | | | [removed: 0.8] [added: 0.7] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net income attributable to Hubbell Incorporated | | | [removed: 545.9] [added: 759.8] | | | [removed: 11.0] [added: 14.1] | | % | [removed: 399.5] [added: 545.9] | | | [removed: 9.5] [added: 11.0] | | % | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Less: Earnings allocated to participating securities | | | [removed: (1.4) | | | | | | (1.2) | | | | | | | | | | | |] [added: (1.8)] | | | | | | [added: (1.4)] | | | | | | | | | | | | | | |

| Net income available to common shareholders | | | [removed: 544.5 | | | | | | 398.3 | | | | | | | | | | | |] [added: $] | [added: 758.0] | | | | | [added: $] | [added: 544.5] | | | | | | | | | | | | | |

| Average number of diluted shares outstanding | | | [removed: 54.1 | | | | | | 54.7 | | | | | | | | | | | |] [added: 54.0] | | | | | | [added: 54.1] | | | | | | | | | | | | | | |

| DILUTED EARNINGS PER SHARE - CONTINUING OPERATIONS | | | $ | [removed: 9.43] [added: 14.05] | | | | | $ | [removed: 6.66 | | | | | | | | | | | | | | | | | |] [added: 9.43] | | | | | | | | | | | | | |

| DILUTED EARNINGS PER SHARE - DISCONTINUED OPERATIONS | | | $ | [removed: 0.64] [added: —] | | | | | $ | [removed: 0.62 | | | | | | | | | | | | | | | | | |] [added: 0.64] | | | | | | | | | | | | | |

We believe those adjusted measures, which exclude the impact of certain costs, gains and losses, may provide investors with useful information regarding our underlying performance from period to period and allow investors to understand our results of operations without regard to items [added: that, in management's judgment, significantly affect the comparability of operating results, or] we do not consider a component of our core operating performance.

Adjusted operating measures [added: also] exclude [added: non-cash] amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions.

[removed: - Income] [added: Adjusted results also excluded the income] tax effects of the above adjustments which are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.

Refer to the reconciliation of non-GAAP measures presented below, Note 4 – Business Acquisitions and Dispositions, [added: and] Note 12 – Retirement Benefits, [removed: and Note 13 – Debt in the Notes to Consolidated Financial Statements,] for additional information.

The following table reconciles [removed: our adjusted financial measures] [added: Adjusted operating income, a non-GAAP measure,] to [added: Operating income,] the directly comparable GAAP financial measure (in [removed: millions, except per share amounts):][added: millions):]

Pursuant to that strategy, we made three acquisitions in 2023 for an aggregate purchase price, net of cash, of approximately $1.2 billion, including our mid-December acquisition of Northern Star Holdings, Inc. (commercially known as Systems Control) for approximately $1.1 billion, net of cash.

For additional information regarding our acquisition, see Note 4 - Business Acquisitions and Dispositions, in the accompanying Consolidated Financial Statements, which note is incorporated herein by reference.

Unless specified otherwise, all comparisons of 2023 results are with 2022 results.

Operating margin increased in 2023, by 500 basis points and adjusted operating margin(1) also increased by 510 basis points, driven by favorable price realization, improved operational productivity and lower material costs.

Those increases were partially offset by continued non-material cost inflation, increased investments in capacity, innovation and productivity and lower unit volumes.

Operating cash flow was higher in 2023 at $880.8 million as compared to $636.2 million in prior year.

In 2023 we paid $245.5 million in shareholder dividends, an increase of 6.9% as compared to the prior year.

We also invested $165.7 million in capacity for our customers as well as in innovation and productivity initiatives, and repurchased $30.0 million of shares in 2023.

Significant items impacting comparability:

Transaction, integration and separation costs

The effects that acquisitions and divestitures may have on our results fluctuate significantly based on the timing, size and number of transactions, and therefore result in significant volatility in the costs to complete transactions and integrate or separate the businesses.

The size of acquisition and divestiture actions taken by the Company in the fourth quarter of 2023 has resulted in a significant increase in these costs.

As a result, we believe excluding costs relating to these fourth quarter transactions provides useful and more comparable information to investors to better assess our operating performance.

Transaction costs are primarily professional services and other fees incurred to complete the transactions.

Integration and separation costs are the internal and external incremental costs directly relating to these activities for the acquired or divested business.

Pension charge

In 2022, we incurred pension settlement charges of $7.0 million that did not repeat in 2023.

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| Transaction, integration & separation costs | | | 13.5 | | | 0.3 | | % | — | | | | | | | | | | | | | | | | | |

| Adjusted operating income (non-GAAP measure) | | | $ | 1,128.8 | | 21.0 | | % | $ | 787.7 | | 15.9 | | % | | | | | | | | | | | | |

The following table reconciles Adjusted net income from continuing operations attributable to Hubbell Incorporated, Adjusted net income from continuing operations available to common shareholders, and the diluted per share amounts thereof, each a non-GAAP measure, to the directly comparable GAAP financial measures (in millions, except per share data).

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| | | | 2023 | | | Diluted Per Share | | | 2022 | | | Diluted Per Share | | | | | | | | | | | |

| Transaction, integration & separation costs | | | 13.5 | | | 0.25 | | | — | | | — | | | | | | | | | | | |

| Subtotal | | | $ | 850.1 | | $ | 15.75 | | $ | 596.9 | | $ | 11.04 | | | | | | | | | | |

Net sales of $5,372.9 million in 2023 increased by $425.0 million, or 8.6%, compared to 2022.

Organic net sales increased by 6.6%, which was composed of a high single digit percentage increase in price realization, partially offset by a low single digit percentage decrease in volumes.

As a percentage of Net sales, cost of goods sold decreased by 540 basis points to 64.9% in 2023 as compared to 70.3% in 2022, resulting in a related 540 basis point increase in Gross profit margin in 2023, which increased to 35.1% as compared to 29.7% in 2022.

The increase in the Gross profit margin primarily reflects approximately nine percentage points of margin expansion driven by favorable price realization, improved operational productivity and lower material costs.

Operational productivity was driven by improving supply chain conditions and reduced rates of absenteeism as compared to the prior year.

Those increases were offset by approximately four percentage points of margin headwind driven by continued non-material cost inflation, increased investment in capacity, innovation and productivity, as well as lower unit volumes.

Total other expense increased by $3.1 million in 2023 to $55.2 million compared to the prior year, primarily due to a $13.3 million reduction of income related to the C&I Lighting business disposition in 2022 that did not recur in 2023 and higher non-service pension cost recognized in 2023 as compared to 2022.

Those items were partially offset by a pension settlement charge of $7.0 million recorded in 2022 that did not recur in 2023 and lower net interest expense recorded in 2023 compared to 2022.

There was no income or loss from discontinued operations in 2023.

| Transaction, integration & separation costs | | | 13.2 | | | — | | | | | | | | |

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Net sales in the Utility Solutions segment in 2023 were approximately $3.3 billion, an increase of 13.6% as compared to 2022.

Impact of the COVID-19 Pandemic

Notwithstanding a general improvement in conditions and reduction of adverse effects from the COVID-19 pandemic that began in the first quarter of 2020, as of December 31, 2022 there continues to be significant uncertainty around the scope, severity, and duration of the pandemic, as well as the breadth and duration of business disruptions related to it and the overall impact on the U.S., global economies, and our operating results in future periods.

Additionally, as economies have re-opened, global supply chains have struggled to keep up with increasing demand, and the resulting supply chain disruptions have, in certain cases, affected our ability to ship finished products in a timely manner.

These supply chain disruptions and the increase in demand have also led to increased freight, labor and commodity costs, which are expected to persist into 2023.

Operating margin increased in 2022, by 160 basis points and adjusted operating margin(1) increased by 140 basis points, driven by price realization that exceeded material cost inflation, higher unit volume and savings from our restructuring and related actions, partially offset by higher freight, logistics and manufacturing costs, as well as other inflationary cost increases in excess of productivity and increased investment in our business.

In 2022 we paid $229.6 million in shareholder dividends, an increase of 5.9% as compared to the prior year, while also repurchasing $182 million of shares in 2022.

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Adjusted operating measures also exclude the following:

- 2022 - Pension settlement charges of $7.0 million.

- 2021 - A $16.8 million pre-tax loss on the early extinguishment of long-term debt from the redemption of all of the Company's outstanding 3.625% Senior Notes due 2022 in the aggregate principal amount of $300 million and a $6.9 million loss on the disposal of a business.

These items are reported in Total other expense (below Operating income) in the Consolidated Statement of Income.

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| Gross profit (GAAP measure) | | | $ | 1,471.6 | | 29.7% | | | $ | 1,151.5 | | 27.5% | | | | | | | | | | | | | | | | | |

| Adjusted gross profit | | | $ | 1,502.3 | | 30.4% | | | $ | 1,179.0 | | 28.1% | | | | | | | | | | | | | | | | | |

| S&A expenses (GAAP measure) | | | $ | 762.5 | | 15.4% | | | $ | 619.2 | | 14.8% | | | | | | | | | | | | | | | | | |

| Adjusted S&A expenses | | | $ | 714.6 | | 14.4% | | | $ | 569.0 | | 13.6% | | | | | | | | | | | | | | | | | |

| Adjusted operating income | | | $ | 787.7 | | 15.9% | | | $ | 610.0 | | 14.5% | | | | | | | | | | | | | | | | | |

| Loss on disposition of business | | | — | | | | | | 6.9 | | | | | | | | | | | | | | | | | | | | |

| Loss on extinguishment of debt | | | — | | | | | | 16.8 | | | | | | | | | | | | | | | | | | | | |

| Total pre-tax adjustments to net income | | | 85.6 | | | | | | 101.4 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Net sales of $4,947.9 million in 2022 increased by $753.8 million, or 18.0%, compared to 2021 driven by Organic net sales growth of 17.5% due to favorable price realization along with higher unit volume.

Cost of goods sold was 70.3% of Net sales in 2022 as compared to 72.5% in 2021.

The decrease was primarily driven by favorable price realization that was in excess of material cost inflation and higher unit volume, partially offset by higher freight, logistics and manufacturing costs, as well as other inflationary cost increases in excess of productivity and higher investments in our business.

Gross Profit

The gross profit margin in 2022 was 29.7% of Net sales as compared to 27.5% in 2021.

Excluding amortization of acquisition-related intangible assets, the adjusted gross profit margin was 30.4% in 2022 as compared to 28.1% in 2021.

The increase in gross profit and adjusted gross profit margin was primarily driven by favorable price realization that was in excess of material cost inflation and higher unit volume, partially offset by higher freight, logistics and manufacturing costs, as well as other inflationary cost increases in excess of productivity and higher investments in our business.

Excluding amortization of acquisition-related intangible assets, adjusted S&A expense as a percentage of Net sales increased by 80 basis points to 14.4% in 2022.

Operating income in 2022 was $709.1 million, an increase of 33.2% compared to 2021, and operating margin increased by 160 basis points to 14.3%.

Excluding amortization of acquisition-related intangible assets, adjusted operating income increased by 29.1% in 2022 to $787.7 million and adjusted operating margin increased by 140 basis points to 15.9% in 2022.

The increase in operating margin and adjusted operating margin is primarily due to favorable price realization that was in excess of material cost inflation and higher unit volume, partially offset by higher freight, logistics and manufacturing costs, as well as other inflationary cost increases in excess of productivity and higher investments in our business.

Total other expense decreased by $20.9 million in 2022 to $52.1 million compared to the prior year, primarily due to a $16.8 million pre-tax loss on the early extinguishment of long-term debt recognized in the second quarter of 2021 from the redemption of the Company's $300 million long-term notes, which were scheduled to mature in 2022, and by a $5.1 million reduction in interest expense.

The operating results of the Commercial and Industrial Lighting business have been reflected as discontinued operations.

The provision for income taxes from discontinued operations in 2021 includes a one-time tax benefit of $25.1 million related to book-to-tax basis differences that was recognized in the period the business was classified as held-for-sale.

The provision for income taxes from discontinued operations in 2022 reflects the tax effect of the book gain on sale.

| Operating income | | | $ | 438.2 | | $ | 284.1 | | | | | | | |

In [removed: 2022,] [added: 2023,] we manufactured and/or assembled products in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, [removed: Spain] [added: Spain, Australia,] and [removed: Australia] [added: the Republic of the Philippines] and sold products in those markets as well as through offices in Singapore, Italy, China, Mexico, [removed: and] South Korea and countries in the Middle East.

In [removed: 2022,] [added: 2023,] Hubbell also participated in joint ventures in Hong Kong and the [added: Republic of the] Philippines.

As a percentage of the Company’s total Net sales, shipments from foreign operations directly to third parties were 8% in [removed: 2022, 9%] [added: 2023, 8%] in [removed: 2021] [added: 2022] and 9% in [removed: 2020,] [added: 2021,] with the [removed: Canadian] [added: UK, Canadian,] and [removed: UK] [added: Brazilian] operations representing approximately [removed: 32%] [added: 32%, 29%] and [removed: 31%,] [added: 15%] respectively, of [removed: 2022] [added: 2023] total international Net sales.

Product purchases representing approximately [removed: 15%] [added: 18%] of our Net sales are sourced from unaffiliated suppliers located outside the United States, primarily in Mexico, China and other Asian countries, Europe, India and Brazil.

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 39] [added: 41] | | |

As of December 31, [removed: 2022,] [added: 2023,] the long-term debt outstanding related to the fixed-rate senior notes was $1,450.0 million.

The following table presents cost and weighted average interest rate information related to financial instruments that are sensitive to changes in interest rates, by maturity at December 31, [removed: 2022] [added: 2023] (dollars in millions):

| | | | [removed: 2023 | | |] 2024 | | | 2025 | | | 2026 | | | 2027 | | | [added: 2028 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/22] [added: 12/31/23] | | |

| Avg. interest rate | | | [removed: —] [added: 6.72] | | [added: %] | [removed: —] [added: 6.72] | | [added: %] | [removed: —] [added: 5.33] | | [added: %] | [removed: 3.35] [added: 3.15] | | % | [removed: 3.15] [added: 3.50] | | % | [removed: 3.02] [added: 2.30] | | % | | | | | | |

The Company had $600 million outstanding from the Term Loan Agreement at December 31, 2023, and the interest rate is variable based on the adjusted term SOFR rate.

| Available-for-sale investments | | | $ | 12.7 | | $ | 14.6 | | $ | 12.8 | | $ | 13.3 | | $ | 0.3 | | $ | 11.6 | | $ | 65.3 | | $ | 65.0 | |

| Avg. interest rate | | | 4.36 | | % | 2.93 | | % | 4.30 | | % | 3.79 | | % | 5.00 | | % | 4.15 | | % | | | | | | |

| Long-term debt | | | $ | 15.0 | | $ | 15.0 | | $ | 970.0 | | $ | 300.0 | | $ | 450.0 | | $ | 300.0 | | $ | 2,050.0 | | $ | 1,951.6 | |

| Available-for-sale investments | | | $ | 14.4 | | $ | 17.0 | | $ | 10.2 | | $ | 8.6 | | $ | 2.3 | | $ | 10.1 | | $ | 62.6 | | $ | 61.4 | |

| Avg. interest rate | | | 4.38 | | % | 3.95 | | % | 3.73 | | % | 4.88 | | % | 4.57 | | % | 3.28 | | % | | | | | | |

| Senior Notes | | | $ | — | | $ | — | | $ | — | | $ | 400.0 | | $ | 300.0 | | $ | 750.0 | | $ | 1,450.0 | | $ | 1,306.5 | |

Recognized for our innovation, quality, and deep commitment to serving our customers for over [removed: 130] [added: 135] years, Hubbell is a world-class manufacturer of electrical and utility solutions, with more than 75 brands used around the world.

Our products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, the People’s Republic of China (“China”), the United Kingdom (“UK”), Brazil, Australia, [removed: Spain] [added: Spain, Ireland,] and [removed: Ireland.][added: the Republic of the Philippines.]

Hubbell also participates in joint ventures in Hong Kong and the [added: Republic of the] Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East.

The Utility Solutions segment [removed: (58%] [added: (61%] of consolidated revenues in [removed: 2022, 56%] [added: 2023, 58%] in [removed: 2021] [added: 2022] and 56% in [removed: 2020)] [added: 2021)] 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, [removed: cutoffs] [added: cutouts] and switches.

The Electrical Solutions segment [removed: (42%] [added: (39%] of consolidated revenues in [removed: 2022, 44%] [added: 2023, 42%] in [removed: 2021] [added: 2022] and 44% in [removed: 2020)] [added: 2021)] 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.

[removed: These products] [added: Products of the Electrical Solutions segment] 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.

| • | | | Bryant® | | | • | | | Wiegmann® | | | • | | | AccelTex Solutions™ | | | • | | | iDevices® | | | • | | | Progress Lighting [removed: Design®] [added: Design®*] | | |

We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 43%] [added: 42%] of our Net sales.

Hubbell has approximately [removed: 3,000] [added: 3,100] active United States and foreign patents covering a portion of its products, which expire at various times.

Substantially all of the backlog existing at December 31, [removed: 2022] [added: 2023] in the Electrical Solutions segment is expected to be shipped to customers in [removed: 2023.][added: 2024.]

In the Utility Solutions segment, [added: substantially all of] the backlog existing at December 31, [removed: 2022 includes backlog] [added: 2023 is] expected to be shipped during [removed: 2023,] [added: 2024,] along with [removed: $320] [added: $200] million of backlog of contracts that span multiple years, primarily related to long-term contracts of the Aclara business to deliver and install meters and grid monitoring sensor technology.

The backlog of orders believed to be firm at December 31, [removed: 2022] [added: 2023] was [removed: $2,463.4] [added: $2,328] million compared to [removed: $1,848.0] [added: $2,463] million at December 31, [removed: 2021.][added: 2022.]

Hubbell considers product performance, reliability, quality and technological innovation [removed: as] [added: to be] important factors relevant to all areas of its business and considers its reputation as a manufacturer of quality products to be an important factor in its business.

As of December 31, [removed: 2022,] [added: 2023,] Hubbell had approximately [removed: 16,300] [added: 18,317] salaried and hourly employees of whom approximately [removed: 9,800,] [added: 11,182,] or [removed: 60%] [added: 61%] are located in the United States.

Approximately [removed: 1,800] [added: 2,332] of these U.S. employees are represented by 8 labor unions.

As of December 31, [removed: 2022, 32%] [added: 2023, 33%] of our employees identify as female, and within the United States, [removed: 30%] [added: 32%] identify as female and [removed: 45%] [added: 41%] are racially diverse.

The Company also [removed: fosters and] encourages its employees to give back to their communities.

As a manufacturing [removed: company] [added: company,] we focus on protecting the health and safety of our employees.

In [removed: 2022,] [added: 2023,] Hubbell [added: again] conducted an enterprise-wide employee survey, the Elevate Employee Experience [removed: Survey] [added: Survey,] to better understand the voices of our employees worldwide.

Elevate was the largest survey conducted by the Company and [removed: over 80%] [added: approximately 84%] of Hubbell’s employees responded, providing insights that the Company [removed: is translating] [added: developed] into action [removed: plans.][added: plans to continue to drive employee engagement at the enterprise and local level.]

| Gerben W. Bakker | | | [removed: 58] [added: 59] | | | Chairman of the Board, President and Chief Executive Officer | | | Present position since May [removed: 4,] 2021; previously President and Chief Executive Officer since October [removed: 1,] 2020; [removed: previously,] President and Chief Operating Officer June [removed: 6,] 2019 to October [removed: 1,] 2020; Group President, Power Systems February [removed: 1,] 2014 to June [removed: 6,] 2019; [removed: Division Vice President,] [added: various other positions at] Hubbell [removed: Power Systems, Inc. (“HPS”) August 2009 - February 2014; President, HPS Brazil June 2005 - July 2009; Vice President, Sourcing, HPS March 2004 - May 2005.] [added: 1988 to 2014.] | | |

| William R. Sperry | | | [removed: 60] [added: 61] | | | Executive Vice President, Chief Financial Officer | | | Present position since May [removed: 5,] 2020; previously, Executive Vice President, Chief Financial Officer and Treasurer June [removed: 6,] 2019 to May 2020; Senior Vice President and Chief Financial Officer [removed: June 6,] 2012 to [removed: June 6,] 2019; Vice President, Corporate Strategy and Development August [removed: 15,] 2008 to June [removed: 6,] 2012; [removed: Managing Director, Lehman Brothers August 2006 to April 2008; various positions, including Managing Director, of J.P. Morgan and its predecessor institutions, 1994-2006;] also a member of the board of directors of MSA Safety Incorporated since February 2019. | | |

| Alyssa R. Flynn | | | [removed: 51] [added: 52] | | | Chief Human Resources Officer | | | Present position since February [removed: 15,] 2022; previously Vice President, Compensation, Benefits & HR Systems from [removed: February] 2014 to February 2022; Chief of Staff to the Chief Executive Officer from June 2021 to February [removed: 2022; various positions, including Vice President, Human Resources, at PepsiCo from 1996 to 2014.] [added: 2022.] | | |

| Katherine A. Lane | | | [removed: 45] [added: 46] | | | Senior Vice President, General Counsel and Secretary | | | Present position since May [removed: 4,] 2021; previously Vice President, General Counsel and Secretary [removed: since] June [removed: 6, 2019; previously,] [added: 2019 to May 2021;] Vice President, Acting General Counsel and Secretary March 2019 to June [removed: 6,] 2019; Vice President, Associate General Counsel [removed: June] 2017 to March 2019; [removed: Vice President, Legal, Hubbell Commercial & Industrial September 2015 to June 2017; Senior Counsel,] [added: various other positions at] Hubbell [removed: Electrical Systems May 2014 to September 2015; Corporate General Attorney August] 2010 to [removed: May 2014. Previously, various positions in private practice in law firms based in Massachusetts and Connecticut.] [added: 2017.] | | |

*(1)*As of February [removed: 9, 2023,] [added: 8, 2024,] there are no family relationships among any of the above executive officers and any of our directors.

On December 12, 2023 the Company acquired Northern Star Holdings, Inc. ("Systems Control") for approximately $1.1 billion, net of cash acquired, subject to customary purchase price adjustments (the "Systems Control Acquisition").

Systems Control is a manufacturer of substation control and relay panels, as well as turnkey substation control building solutions.

This acquisition enhances Hubbell Utility Solutions' industry-leading franchise across utility components, communications and controls.

| • | | | Ripley® | | | • | | | Electro Industries / Gauge Tech™ | | | • | | | Systems Control™ | | | | | | | | |

In December 2023, the Company entered into a definitive agreement to sell its residential lighting business for a cash purchase price of $131 million, subject to customary adjustments.

The residential lighting business sells indoor and outdoor lighting solutions.

The business generated $187.1 million in sales in 2023.

The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2024.

The assets and liabilities of this business are recorded in assets and liabilities held for sale in the Consolidated Balance Sheet as of December 31, 2023.

*Brand is part of the residential lighting business, which is part of the pending sale discussed above.

In 2023, the Company hosted a Culture of Safety Summit with safety and plant leaders from across the enterprise, focused on ensuring that employees Think Safe, Work Safe and Go Home Safe.

| Jonathan M. Del Nero | | | 52 | | | Vice President, Controller | | | Present position since January 2021; previously, Assistant Controller 2014 to January 2021. | | |

| Gregory A. Gumbs | | | 54 | | | President, Utility Solutions Segment | | | Present position since July 2023; previously President and CEO, Bosch Rexroth, September 2020 to June 2023; Vice President & General Manager Electrical Energy Automation Solutions Business, Eaton Corporation 2015 to May 2020. | | |

| Mark E. Mikes | | | 59 | | | President, Electrical Solutions Segment | | | Present position since July 2023; previously Division President, Hubbell Power Systems and Enterprise Operational Excellence from July 2022 to June, 2023; Division President, Hubbell Power Systems, November, 2019 to July, 2022; various other position at Hubbell, 1989 - November, 2019. | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 8 | | | HUBBELL INCORPORATED - *Form 10-K* | | |

| • | | | Ripley® | | | | | | | | | | | | | | | | | | | | |

In October 2022, as a showing of appreciation to our employees continued excellence, the Company provided all employees globally with a Global Recharge Day.

This paid day off provided all employees an opportunity to relax, refresh and recharge.

| Jonathan M. Del Nero | | | 51 | | | Vice President, Controller | | | Present position since January 15, 2021; previously, Assistant Controller June 14, 2014, to January 15, 2021; Executive Director, Financial Reporting, Aetna June 2011 to June 2014; Senior Manager, Technical Accounting, Stanley Black and Decker June 2009 to June 2011; Manager of Accounting Policy, The Hartford September 2008 to June 2009; various positions at CIGNA March 2003 to September 2008. | | |

| Allan J. Connolly | | | 55 | | | President, Utility Solutions Segment | | | Present position since July 1, 2019 (the Utility Solutions Segment was formerly known as the Power Systems Group); previously, President, Aclara February 2018 to June 28, 2019; President and Chief Executive Officer of Aclara May 2014 to February 2018; Chief Operating Officer of Culligan International July 2012 to January 2014; Executive Vice President of Operations, Engineering and N.A. Industrial of Culligan International November 2006 to July 2012; Vice President of Research, Development & Engineering of Culligan International April 2006 to November 2006; General Manager Technology; GE Power & Water March 2003 to April 2006. | | |

Information required by this item is incorporated herein by reference to the section captioned “[Notes to Consolidated Financial Statements, Note 16 — Commitments and [removed: Contingencies](#i6c5fb65f872c493cad70c565874c078c_151)”] [added: Contingencies](#i81bfd30e682442ebb9f0e1866f6e41a1_151)”] of this Form 10-K.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

[removed: ][added: ]

| • | | | whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial [removed: statements.(1)] [added: statements.] | | | | | | | | | | | | ☐ | | | | | | | | | | | |

| • | | | whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to [removed: §240.10D-1(b).(1)] [added: §240.10D-1(b).] | | | | | | | | | | | | ☐ | | | | | | | | | | | |

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was [removed: $9,535,164,630*.][added: $17,689,392,767.* The number of shares outstanding of Hubbell Common Stock as of February 1, 2024 is 53,626,956.]

Portions of the definitive proxy statement for the registrant's [removed: 2023] [added: 2024] annual meeting of shareholders to be filed with the Securities and Exchange Commission (the “SEC”), are incorporated by reference in answer to Part III of this Form 10-K.

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| [ITEM [removed: 9A](#i6c5fb65f872c493cad70c565874c078c_190)] [added: 9A](#i81bfd30e682442ebb9f0e1866f6e41a1_184)] | | | [Controls and [removed: Procedures](#i6c5fb65f872c493cad70c565874c078c_190)] [added: Procedures](#i81bfd30e682442ebb9f0e1866f6e41a1_184)] | | | [removed: [90](#i6c5fb65f872c493cad70c565874c078c_190)] [added: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_184)] | | |

| [ITEM [removed: 9B](#i6c5fb65f872c493cad70c565874c078c_193)] [added: 9B](#i81bfd30e682442ebb9f0e1866f6e41a1_187)] | | | [Other [removed: Information](#i6c5fb65f872c493cad70c565874c078c_193)] [added: Information](#i81bfd30e682442ebb9f0e1866f6e41a1_187)] | | | [removed: [90](#i6c5fb65f872c493cad70c565874c078c_193)] [added: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_187)] | | |

| [ITEM [removed: 9C](#i6c5fb65f872c493cad70c565874c078c_196)] [added: 9C](#i81bfd30e682442ebb9f0e1866f6e41a1_190)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6c5fb65f872c493cad70c565874c078c_196)] [added: Inspections](#i81bfd30e682442ebb9f0e1866f6e41a1_190)] | | | [removed: [90](#i6c5fb65f872c493cad70c565874c078c_196)] [added: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_190)] | | |

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| •If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | Yes | | | ☐ | | | No | | | ☑ | | |

| •whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | Yes | | | ☐ | | | No | | | ☑ | | |

| [PART I](#i81bfd30e682442ebb9f0e1866f6e41a1_10) | | | | | | [3](#i81bfd30e682442ebb9f0e1866f6e41a1_10) | | |

| ITEM 1C | | | [Cybersecurity](#i81bfd30e682442ebb9f0e1866f6e41a1_25) | | | [16](#i81bfd30e682442ebb9f0e1866f6e41a1_25) | | |

| [PART II](#i81bfd30e682442ebb9f0e1866f6e41a1_34) | | | | | | [18](#i81bfd30e682442ebb9f0e1866f6e41a1_34) | | |

| [PART III](#i81bfd30e682442ebb9f0e1866f6e41a1_193) | | | | | | [96](#i81bfd30e682442ebb9f0e1866f6e41a1_193) | | |

| [PART IV](#i81bfd30e682442ebb9f0e1866f6e41a1_211) | | | | | | [98](#i81bfd30e682442ebb9f0e1866f6e41a1_211) | | |

| [ITEM 1](#i81bfd30e682442ebb9f0e1866f6e41a1_8796093024155)6 | | | [Form 10-K Summary](#i81bfd30e682442ebb9f0e1866f6e41a1_8796093024155) | | | [101](#i81bfd30e682442ebb9f0e1866f6e41a1_8796093024155) | | |

| [SIGNATURES](#i81bfd30e682442ebb9f0e1866f6e41a1_223) | | | | | | [102](#i81bfd30e682442ebb9f0e1866f6e41a1_223) | | |

(1) Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and effectiveness of related stock exchange listing standards.

The number of shares outstanding of Hubbell Common Stock as of February 3, 2023 is 53,600,592.

| [PART I](#i6c5fb65f872c493cad70c565874c078c_10) | | | | | | [3](#i6c5fb65f872c493cad70c565874c078c_10) | | |

| [PART II](#i6c5fb65f872c493cad70c565874c078c_34) | | | | | | [17](#i6c5fb65f872c493cad70c565874c078c_34) | | |

| [PART III](#i6c5fb65f872c493cad70c565874c078c_199) | | | | | | [91](#i6c5fb65f872c493cad70c565874c078c_199) | | |

| [PART IV](#i6c5fb65f872c493cad70c565874c078c_217) | | | | | | [93](#i6c5fb65f872c493cad70c565874c078c_217) | | |

| [SIGNATURES](#i6c5fb65f872c493cad70c565874c078c_229) | | | | | | [97](#i6c5fb65f872c493cad70c565874c078c_229) | | |

Risk Management and Strategy

Hubbell recognizes the importance of maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Cybersecurity related risks are included in the risk universe that our enterprise risk management program evaluates to assess top risks to the enterprise on an annual basis.

To the extent the enterprise risk management process identifies a heightened cybersecurity-related risk, risk owners are assigned to develop mitigation plans, which are then tracked to completion.

Cybersecurity related risks are also considered as part of our business continuity and resiliency planning.

Business continuity plans establish risk management processes and procedures to mitigate interruptions to business activities, including from cybersecurity incidents.

Given the complexity and evolving nature of the cybersecurity threat landscape, Hubbell has a dedicated team of internal and external cybersecurity professionals led by Hubbell’s Chief Information Security Officer (“CISO”) that regularly monitor alerts and meet to discuss threat levels, trends, and remediation.

We engage a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our cybersecurity program.

The engagement of third parties includes regular audits, threat assessments, and information system penetration tests.

We also actively engage with key vendors, industry participants, legal counsel, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our cybersecurity policies and procedures.

Hubbell further recognizes risks associated with the use of third-party service providers and has processes to identify material risks related to third parties.

We conduct security assessments of third-party providers prior to their engagement and perform ongoing monitoring to ensure compliance with our cybersecurity standards.

Our monitoring includes periodic assessments by the CISO and a team of cybersecurity professionals.

Our cybersecurity risk management program is aligned to the National Institute of Standards and Technology Cyber Security Framework (NIST CSF).

We have not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to affect our business strategy, results of operations or financial condition.

Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

See Item IA.

Risk Factors for potential risks related to our information technology systems that we are subject to and that may materially adversely affect our business (“We are subject to risks surrounding our information technology systems failures, network disruptions, breaches in data security and compliance with data privacy laws or regulations.”).

Governance

Hubbell’s Board of Directors (the “Board”) recognizes the critical nature of managing risks associated with cybersecurity threats.

The Audit Committee of the Board has been delegated oversight of risks associated with cybersecurity threats and has developed mechanisms to ensure effective oversight in managing such cybersecurity risks.

The Audit Committee is composed of Board members with diverse expertise, including cybersecurity and technology, financial, and risk management experience.

Hubbell’s cybersecurity program is managed by a dedicated CISO who has over a decade of information technology and program management experience.

The CISO is responsible for leading our enterprise-wide cybersecurity program and assessing, monitoring, and managing our cybersecurity risks.

These responsibilities include overseeing cybersecurity governance programs, testing our compliance with standards, remediating known risks, completing cybersecurity risk management activities related to acquisition due diligence and integration, and leading our employee cybersecurity training program.

The CISO stays current with the latest developments in cybersecurity and the evolving threat landscape to inform cybersecurity prevention, detection, mitigation, and remediation efforts.

The CISO implements and oversees processes for the regular monitoring of our information systems.

This includes processes to identify potential vulnerabilities.

In the event of a cybersecurity incident, the CISO is equipped with a detailed incident response plan which outlines the steps to be followed from incident detection to mitigation, notifications, and recovery.

Notifications include functional areas (including legal), senior management and the Board, as applicable.

We have adopted and enforce various enterprise-wide policies relating to cybersecurity, to ensure the ongoing protection of our systems including, policies to identify, classify, and protect company data, manage vulnerabilities, and perform user access reviews.

We further conduct drills of our incident response plan to prepare

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 16 | | | HUBBELL INCORPORATED - *Form 10-K* | | |

incident response teams and provide cybersecurity training and phishing simulations throughout the year via our enterprise learning management systems.

The CISO provides regular (but not less than quarterly) updates to the Audit Committee.

These updates include a broad range of topics, including the current cybersecurity and emerging threat landscape, the status of ongoing cybersecurity initiatives and strategies, incident reports, and the results of internal and external assessments of our information systems.

The CISO, in his capacity, regularly informs our Chairman, President and Chief Executive Officer; EVP, Chief Financial Officer; and SVP, General Counsel and Secretary on aspects related to cybersecurity risks and incidents.

This ensures that the highest levels of management, including the Company’s Disclosure Committee, are made aware of Hubbell’s cybersecurity posture and potential cybersecurity risks.

As of December 31, [removed: 2022,] [added: 2023,] Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.

The Utility Solutions segment operates [removed: 3] [added: 2] warehouse facilities and [removed: 23] [added: 31] manufacturing facilities globally, totaling approximately [removed: 4.4] [added: 5.2] million square feet.

The Electrical Solutions segment operates 7 warehouse facilities and [removed: 25] [added: 21] manufacturing facilities globally totaling approximately [removed: 5.1] [added: 4.8] million square feet.

Other principal administrative offices are in Greenville, South Carolina, Manchester, New Hampshire and St. Louis, Missouri.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| HUBBELL INCORPORATED *\- Form 10-K* | | | 15 | | |

| [removed: 16 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 17 | | |]

The number of common shareholders of record on February [removed: 3, 2023] [added: 1, 2024] was [removed: 1,205.][added: 1,140.]

In October [removed: 2022,] [added: 2023,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $1.05 to] $1.12 [added: to $1.22] per share per quarter.

The increased quarterly dividend payment commenced with the December 15, [removed: 2022] [added: 2023] payment made to the shareholders of record on November 30, [removed: 2022.][added: 2023.]

On October 23, 2020 the Board of Directors approved a [removed: stock] [added: share] repurchase program (the "October 2020 program") that authorized the repurchase of up to $300 million of common [removed: stock and expires] [added: stock, which expired] in October 2023.

At December 31, [removed: 2022] [added: 2023] our remaining share repurchase authorization under the October [removed: 2020] [added: 2022] program [removed: is $106.7] [added: was $300] million.

On October 21, 2022 the Board of Directors approved a new [removed: stock] [added: share] repurchase program (the "October 2022 program") that authorized the repurchase of up to $300 million of common [removed: stock and] [added: stock, which] expires in October 2025.

The Company repurchased [removed: $182.0] [added: $30.0] million and [removed: $11.2] [added: $182.0] million of shares of Common [removed: Stock,] [added: Stock] in [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022, respectively, under the October 2020 program.]

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 17] [added: 19] | | |

The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2022,] [added: 2023,] with a cumulative total return on the (i) Standard & Poor’s MidCap 400 (“S&P MidCap [removed: 400”) and] [added: 400”),] (ii) the [added: S&P 500, and (iii) the] Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).

The Company is a member of the S&P [removed: MidCap 400.][added: 500.]

The comparison assumes $100 was invested on December 31, [removed: 2017] [added: 2018] in the Company’s Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.

Among Hubbell Incorporated, the S&P MidCap 400 [added: Index, the S&P 500] Index

[removed: ][added: ]

We currently have total authorization to repurchase up to $300 million of shares of our common stock.

There were no share repurchases during the quarter ended December 31, 2023.

| | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | |

| Hubbell, Inc. | | | 100.00 | | | 152.84 | | | 166.45 | | | 225.69 | | | 259.65 | | | 369.74 | | |

| S&P Midcap 400 | | | 100.00 | | | 126.20 | | | 143.44 | | | 178.95 | | | 155.58 | | | 181.15 | | |

| S&P 500 | | | 100.00 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |

| Dow Jones US Electrical Components & Equipment | | | 100.00 | | | 123.69 | | | 149.34 | | | 187.20 | | | 154.45 | | | 197.36 | | |

When combined with the $106.7 million of remaining share repurchase authorization under the October 2020 program, we have a total share repurchase authorization of approximately $406.7 million.

The following table summarizes the Company's repurchase activity of common stock during the quarter ended December 31, 2022:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares of Common Stock Purchased (a) (000s) | | | Average Price Paid per share of Common Stock | | | Approximate Value of Shares that May Yet be Purchased Under the plans (b) (in millions) | | | Total number of shares purchased as part of the plans (000s) | | |

| BALANCE AS OF SEPTEMBER 30, 2022 | | | | | | | | | $ | 138.8 | | 888 | | |

| October 1, 2022 - October 31, 2022 | | | — | | | — | | | $ | 438.8 | | 888 | | |

| November 1, 2022 - November 30, 2022 | | | 133 | | | $ | 240.14 | | $ | 406.7 | | 1,021 | | |

| December 1, 2022 - December 31, 2022 | | | — | | | — | | | $ | 406.7 | | 1,021 | | |

| TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2022(a) | | | 133 | | | $ | 240.14 | | | | | | | |

(a) Purchased under our October 2020 share repurchase program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced on October 23, 2020 and expires in October 2023.

(b) As of December 31, 2022, the remaining amount available for share repurchases includes $106.7 million under our October 2020 program and the full amount under our October 2022 program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced on October 21, 2022 and expires in October 2025.

| | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | |

| Hubbell, Inc. | | | 100.00 | | | 75.39 | | | 115.22 | | | 125.48 | | | 170.14 | | | 195.74 | | |

| S&P Midcap 400 | | | 100.00 | | | 88.92 | | | 112.21 | | | 127.54 | | | 159.12 | | | 138.34 | | |

| Dow Jones US Electrical Components & Equipment | | | 100.00 | | | 87.73 | | | 108.51 | | | 131.02 | | | 164.23 | | | 135.50 | | |

| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 20] | | | [removed: 19] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |

| [Reports of [removed: Management](#i6c5fb65f872c493cad70c565874c078c_64)] [added: Management](#i81bfd30e682442ebb9f0e1866f6e41a1_64)] | | | [removed: [42](#i6c5fb65f872c493cad70c565874c078c_64)] [added: [43](#i81bfd30e682442ebb9f0e1866f6e41a1_64)] | | |

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| [Consolidated Statement of [removed: Income](#i6c5fb65f872c493cad70c565874c078c_70)] [added: Income](#i81bfd30e682442ebb9f0e1866f6e41a1_70)] | | | [removed: [45](#i6c5fb65f872c493cad70c565874c078c_70)] [added: [46](#i81bfd30e682442ebb9f0e1866f6e41a1_70)] | | |

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| [Consolidated Statement of Cash [removed: Flows](#i6c5fb65f872c493cad70c565874c078c_85)] [added: Flows](#i81bfd30e682442ebb9f0e1866f6e41a1_85)] | | | [removed: [48](#i6c5fb65f872c493cad70c565874c078c_85)] [added: [49](#i81bfd30e682442ebb9f0e1866f6e41a1_85)] | | |

| [Consolidated Statement of Changes in [removed: Equity](#i6c5fb65f872c493cad70c565874c078c_88)] [added: Equity](#i81bfd30e682442ebb9f0e1866f6e41a1_88)] | | | [removed: [49](#i6c5fb65f872c493cad70c565874c078c_88)] [added: [50](#i81bfd30e682442ebb9f0e1866f6e41a1_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6c5fb65f872c493cad70c565874c078c_94)] [added: Statements](#i81bfd30e682442ebb9f0e1866f6e41a1_94)] | | | [removed: [50](#i6c5fb65f872c493cad70c565874c078c_94)] [added: [51](#i81bfd30e682442ebb9f0e1866f6e41a1_94)] | | |

| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#i6c5fb65f872c493cad70c565874c078c_232)] [added: II)](#i81bfd30e682442ebb9f0e1866f6e41a1_226)] | | | [removed: [98](#i6c5fb65f872c493cad70c565874c078c_232)] [added: [103](#i81bfd30e682442ebb9f0e1866f6e41a1_226)] | | |

| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 58] | | | [removed: 41] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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, [removed: 2022.][added: 2023.]

These entities accounted for [removed: 2%] [added: 4%] of the Company's total assets excluding intangibles and goodwill as of December 31, [removed: 2022] [added: 2023] and less than 1% of the Company's net sales for the year then ended December 31, [removed: 2022.][added: 2023.]

Based on this assessment, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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.

| *Chairman of the Board, President and Chief Executive Officer* | | | | | | *Executive Vice [removed: President and] [added: President,] Chief Financial Officer* | | |

We have audited the accompanying consolidated balance sheets of Hubbell Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts [added: and reserves] for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

[removed: As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded PCX Holdings LLC, Ripley Tools, LLC] and [removed: Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc.] [added: Northern Star Holdings] from its assessment of internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] because they were acquired by the Company in [removed: a] purchase business [removed: combination] [added: combinations] during [removed: 2022.][added: 2023.]

[removed: PCX Holdings LLC, Ripley Tools, LLC] and [removed: Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc.] [added: Northern Star Holdings] are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting [added: collectively] represent [removed: 2%] [added: approximately 4%] and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2022.][added: 2023.]

As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $1,970.5] [added: $2,533.4] million as of December 31, [removed: 2022.][added: 2023.]

[removed: As disclosed by management, management also] [added: The Company] completed its annual goodwill impairment [removed: assessment] [added: test] as of April 1, [removed: 2022.][added: 2023.]

For [removed: three] [added: all four] of its reporting units, management elected to utilize the quantitative goodwill impairment testing [removed: process,] [added: process] as permitted in the accounting [removed: guidance,] [added: guidance] by comparing the estimated fair value of the [removed: Company's] [added: Company’s] reporting units to their carrying values for both assessments.

If the estimated fair value of the [added: Company’s] 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 [removed: units] [added: units,] and determining the fair value of each reporting unit.

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 [removed: conditions, such as the potential continuing effects of the COVID-19 pandemic, impacts to the supply chain and higher inflation.][added: conditions.]

These cash flow estimates are derived from historical experience, third party end market data, and future long-term business [removed: plans] [added: plans,] and include assumptions of future sales growth, gross margin, operating margin, terminal growth [removed: rate] [added: 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 [removed: unit] [added: unit,] and (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future sales growth, gross margin, [removed: and] operating [removed: expenses.][added: expenses, and the discount rate.]

These procedures also included, among others, (i) testing management’s process for estimating the fair value of the reporting [removed: unit;] [added: unit,] (ii) evaluating the appropriateness of the discounted cash flow [removed: model;] [added: model,] (iii) testing the completeness and accuracy of the underlying data used in the [removed: model;] [added: model,] and (iv) evaluating the reasonableness of significant assumptions used by management related to future sales growth, gross margin, [removed: and] operating [removed: expenses.][added: expenses, and the discount rate.]

Evaluating management’s assumptions related to the future sales growth, gross margin, [removed: and] operating [removed: expenses] [added: expenses, and the discount rate] involved evaluating whether the [added: significant] assumptions used by management were reasonable considering (i) the current and past performance of the reporting [removed: unit;] [added: unit,] (ii) the consistency with industry and third party [removed: data;] [added: data,] and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

| (in millions, except per share amounts) | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 4,947.9] [added: 5,372.9] | | $ | [removed: 4,194.1] [added: 4,947.9] | | $ | [removed: 3,682.5] [added: 4,194.1] | |

| Cost of goods sold | | | [removed: 3,476.3] [added: 3,484.8] | | | [removed: 3,042.6] [added: 3,476.3] | | | [removed: 2,596.7] [added: 3,042.6] | | |

| Gross profit | | | [removed: 1,471.6] [added: 1,888.1] | | | [removed: 1,151.5] [added: 1,471.6] | | | [removed: 1,085.8] [added: 1,151.5] | | |

| Selling & administrative expenses | | | [removed: 762.5] [added: 849.6] | | | [removed: 619.2] [added: 762.5] | | | [removed: 591.3] [added: 619.2] | | |

| Operating income | | | [removed: 709.1] [added: 1,038.5] | | | [removed: 532.3] [added: 709.1] | | | [removed: 494.5] [added: 532.3] | | |

| Loss on disposition of business (Note 4) | | | — | | | [removed: (6.9)] [added: —] | | | [removed: —] [added: (6.9)] | | |

| Loss on extinguishment of debt (Note 13) | | | — | | | [removed: (16.8)] [added: —] | | | [removed: —] [added: (16.8)] | | |

In the year ended December 31, 2023, the Company acquired Northern Star Holdings, Indústria Electromecânica Balestro Ltda., and El Electronics LLC Inc, for an aggregate purchase price of approximately $1.2 billion, net of cash acquired.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded EI Electronics LLC, Indústria Eletromecânica Balestro Ltda.

We have also excluded EI Electronics LLC, Indústria Eletromecânica Balestro Ltda.

and Northern Star Holdings from our audit of internal control over financial reporting.

EI Electronics LLC, Indústria Eletromecânica Balestro Ltda.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rate.

February 8, 2024

| (in millions, except share and per share amounts) | | | 2023 | | | 2022 | | |

| Net income | | | — | | | — | | | 759.8 | | | — | | | 759.8 | | | 6.2 | | |

| BALANCE AT DECEMBER 31, 2023 | | | $ | 0.6 | | $ | 6.1 | | $ | 3,182.7 | | $ | (312.4) | | $ | 2,877.0 | | $ | 12.3 | |

The Company also has performance obligations, primarily within the Utility Solutions segment, that are recognized over time due to the customized nature of the product and the Company's enforceable right to receive payment for work performed to date in the event of a cancellation.

The Company uses an input measure to determine the extent of progress towards completion of the performance obligation, which the Company believes best depicts the transfer of control to the customer.

Under this method, revenue recognition is based upon the ratio of costs incurred to date compared with estimated total costs to complete.

In September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50: Disclosure of Supplier Finance Program Obligations)", which the Company adopted in the first quarter of 2023, with the exception of the rollforward information, which is effective for the Company in 2024.

Payment Services Arrangements

The Company has ongoing agreements with financial institutions to facilitate the processing of vendor payables.

Under these agreements, the Company pays the financial institution the stated amount of confirmed invoices from participating suppliers on their original maturity date.

The terms of the vendor payables are not affected by vendors participating in these agreements.

As a result, the amounts owed are presented as accounts payable in the Company’s Consolidated Balance Sheet, of which $101.3 million and $91.9 million was outstanding at December 31, 2023 and December 31, 2022, respectively.

Either party may terminate the agreements with 30 days written notice.

Cash flows under the program are reported in operating activities in the Company’s Consolidated Statement of Cash Flows.

Commercial Card Program

In 2021, the Company entered into an agreement with a financial institution that allows participating suppliers to receive payment for outstanding invoices through a commercial purchasing card sponsored by a financial institution.

The Company is required to then settle such outstanding invoices through a consolidated payment to the financial institution 15 days after the commercial card billing cycle.

The Company receives the benefit of extended payment terms and a rebate from the financial institution.

Either party may terminate the agreement with 60 days written notice.

The amount outstanding to the financial institution is presented as short-term debt in the Company’s Consolidated Balance Sheet, of which, $2.0 million and $1.9 million was outstanding at December 31, 2023 and December 31, 2022, respectively.

Cash flows under the program are reported in financing activities in the Company’s Consolidated Statement of Cash Flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting-Improvements to Reportable Segment Disclosures", which adds a requirement for public entities to disclose its significant segment expense categories and amounts for each reportable segment for all periods presented.

This information is required to be disclosed at both interim and annual periods.

In addition, this ASU requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM") in the consolidated financial statements.

Public entities are also required to disclose how the CODM uses each reported measure of segment profit or loss to assess performance and allocate resources to the segments.

The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

The Company is assessing the impact of adopting this standard on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes: Improvements to Income Tax Disclosures", which enhances the disaggregation of income tax disclosures.

The ASU requires public entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold equal to or greater than 5%.

Public entities are required to provide an explanation of certain rate reconciling items if not otherwise evident, such as the nature, causes and judgement used to categorize the item.

The ASU also requires disclosure of income taxes paid (net of refund received) detailed by federal, state/local and foreign, and amounts paid to individual jurisdictions that are equal or greater than 5% of total income taxes paid.

The ASU is effective for public entities for fiscal years beginning after December 15, 2024 and for interim periods for fiscal years beginning after December 15, 2025.

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.

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.

On January 1, 2022, the Company reorganized certain businesses within the Electrical Solutions segment to simplify the organization structure and align the organization to better serve their customers.

As a result of the change in reporting units, management performed an interim goodwill impairment assessment prior to the change, for reporting units within the Electrical Solutions segment.

February 9, 2023

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | |

| Cumulative effect from adoption of CECL accounting standard | | | — | | | — | | | (1.0) | | | — | | | (1.0) | | | — | | |

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 placed in service subsequent to January 1, 1999 are depreciated over their estimated useful lives, using straight-line methods.

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.

On January 1, 2022, we internally reorganized certain businesses within our Electrical Solutions segment to simplify the organization structure and align the organization to better serve our customers.

This change had no impact to our reportable segments.

As a result of the change in reporting units, the Company performed an interim goodwill impairment assessment prior to the change, for the reporting units within the Electrical Solutions segment.

Because the changes did not affect the Utility Solutions segment, no interim goodwill impairment assessment was required for that segment.

The range of fair value in excess of carrying value, including goodwill, of the reporting units was 57% to 308%.

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.

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.

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 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.

| Goodwill | | | | | | 50.2 | | |

In conjunction with this change, prior period amounts have been reclassified to conform to the organizational changes within the Electrical Solutions segment.

| Goodwill | | | 111.4 | | |

| BALANCE AT DECEMBER 31, 2020 | | | $ | 1,259.4 | | $ | 613.7 | | $ | 1,873.1 | |

| Dispositions(1) | | | (1.9) | | | — | | | (1.9) | | |

| Foreign currency translation | | | (5.3) | | | (1.2) | | | (6.5) | | |

| TOTAL | | | $ | 62.6 | | $ | 61.4 | |

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.

These entities accounted for [removed: 2%] [added: 4%] of the Company's total assets excluding intangibles and goodwill as of December 31, [removed: 2022] [added: 2023] and [removed: less than] 1% of the Company's net sales for the year then ended December 31, [removed: 2022.][added: 2023.]

Management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] are included in Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K, and are incorporated herein by reference.]

There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal year ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the year ended December 31, 2023, the Company acquired Northern Star Holdings, Indústria Electromecânica Balestro Ltda.

and El Electronics LLC Inc, for an aggregate purchase price of approximately $1.2 billion.

During the year ended December 31, 2022, the Company acquired PCX Holdings LLC, Ripley Tools, LLC and Nooks Hill Road, LLC, and REF Automation Limited and REF Alabama Inc. for an aggregate of $177.1 million.

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 90] [added: 95] | | |

The following table provides information as of December 31, [removed: 2022] [added: 2023] with respect to the Company’s common stock that may be issued under the Company’s equity compensation plans (in thousands, except per share amounts):

| Equity Compensation Plans Approved by Shareholders(a) | | | [removed: 1,016] [added: 835] | | | (c)(d) | | | $ | [removed: 144.66] [added: 165.84] | | (e) | | | [removed: 1,489] [added: 1,305] | | | (c) | | |

| Equity Compensation Plans Not Requiring Shareholder Approval(b) | | | [removed: 53] [added: 54] | | | (c)(f) | | | — | | | | | | [removed: 127] [added: 124] | | | (c) | | |

For a description of the material features of the plan, the information is incorporated by reference to the subheading “Deferred Compensation Plan” of the definitive proxy statement for the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders.*

*(d)Includes approximately [removed: 150,000] [added: 130,000] performance share awards assuming a maximum payout target.

The remaining information required by this item is incorporated by reference to the subheading “Voting Rights and Security Ownership of Certain Beneficial Owners and Management” of the definitive proxy statement for the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders.

*(1)Certain of the information required by this item regarding executive officers is included under the subheading “Information about our Executive Officers” at the end of Part I of this Form 10-K and the remaining required information is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders.*

*(2)The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders.*

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 91] [added: 96] | | |

| TOTAL | | | 889 | | | | | | $ | 165.84 | | | | | 1,429 | | | | | |

| TOTAL | | | 1,069 | | | | | | $ | 144.66 | | | | | 1,616 | | | | | |

*(3)The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders.*

*(4)The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders.*

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 92] [added: 97] | | |

| 3.2 | | | [Amended and Restated By-Laws of Hubbell [removed: Incorporated, as amended on May 7, 2013](http://www.sec.gov/Archives/edgar/data/48898/000129993313000873/exhibit1.htm)] [added: Incorporated,](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm) [effective February 15](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm)[2](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm)] | | | 8-K | | | 001-02958 | | | 3.1 | | | [removed: 5/10/2013] [added: 2/22/2023] | | | | | |

| 4.1 | | | [Senior Indenture, dated as of September 15, 1995, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, [removed: N.A.(successor] [added: N.A.](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt) [](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt)[(successor] as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt) | | | S-4 | | | 333-90754 | | | 4a | | | 6/18/2002 | | | | | |

| 4.2 | | | [Second Supplemental Indenture, dated as of November 17, 2010, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, [removed: N.A.(successor] [added: N.A.](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm) [](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm)[(successor] as trustee to JPMorgan Chase Bank N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee, including the form of 3.625% Senior Notes due 2022](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm) | | | 8-K | | | 001-02958 | | | 4.2 | | | 11/17/2010 | | | | | |

| 4.7 | | | [Fifth Supplemental Indenture, dated as of [removed: February 2,] [added: February](http://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm) [2,] 2018, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee.](http://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm) | | | 8-K | | | 001-02958 | | | 4.2 | | | 2/2/2018 | | | | | |

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 93] [added: 99] | | |

| 4.11 | | | [Description of Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex410.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231exx411.htm)] | | | [removed: 10-K] | | | [removed: 001-02958] | | | [removed: 4.1] | | | [removed: 2/14/2020] | | | [added: *] | | |

| 10.2† | | | [Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective December 23, 2015](http://www.sec.gov/Archives/edgar/data/48898/000119312515413314/d110066dex44.htm) | | | [removed: S-8POS] [added: POS AM] | | | 333-206898 | | | 4.4 | | | 12/24/2015 | | | | | |

| 10.7† | | | [Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/48898/000130817913000279/exhibit10_8.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1007.htm)] | | | [removed: 10-Q] | | | [removed: 001-02958] | | | [removed: 10.8] | | | [removed: 7/19/2013] | | | [added: *] | | |

| 10.8† | | | [Form [removed: of 2020-2022 Performance] [added: of](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1008.htm) [Performance] Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1008.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1008.htm)] | | | | | | | | | | | | | | | * | | |

| 10.9† | | | [Form of [removed: 2021-2023 Performance Share] [added: Restricted Stock] Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1009.htm)] [added: restated (cliff)](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1009.htm)[](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1009.htm)] | | | | | | | | | | | | | | | * | | |

| 10.10† | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1010.htm) [2022-2024](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1010.htm) [Performance Share] [added: of Restricted Stock] Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1010.htm)] [added: restated (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1010.htm)] | | | | | | | | | | | | | | | * | | |

| 10.11† | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1011.htm) [Restricted] [added: of] Stock [added: Appreciation Rights] Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restate](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1011.htm)[d (cliff)](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1011.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1011.htm)] | | | | | | | | | | | | | | | * | | |

| [removed: 10.14†] [added: 10.12†] | | | [Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex1016.htm) | | | 10-K | | | 001-02958 | | | 10.16 | | | 2/18/2016 | | | | | |

| [removed: 10.14(a)†] [added: 10.12(a)†] | | | [First Amendment, dated January 17, 2017 and effective as of January 1, 2017, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex1014a.htm) | | | 10-K | | | 001-02958 | | | 10.14(a) | | | 2/16/2017 | | | | | |

| [removed: 10.14(b)†] [added: 10.12(b)†] | | | [Second Amendment, dated December 4, 2019, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex1012b.htm) | | | 10-K | | | 001-02958 | | | 10.12(b) | | | 2/14/2020 | | | | | |

| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 94] [added: 100] | | |

| [removed: 10.14(c)†] [added: 10.12(c)†] | | | [Third Amendment, dated February 10, 2021, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015.](https://www.sec.gov/Archives/edgar/data/48898/000162828021007817/hubb20210331-ex102.htm) | | | 10-Q | | | 001-02958 | | | 10.2 | | | 4/28/2021 | | | | | |

| [removed: 10.15†] [added: 10.13†] | | | [Hubbell Incorporated Policy for Providing Severance Payments to Senior Employees, as amended and restated effective December 4, 2019.](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex1014.htm) | | | 10-K | | | 001-02958 | | | 10.14 | | | 2/14/2020 | | | | | |

| [removed: 10.16†] [added: 10.14†] | | | [Grantor Trust for Senior Management Plans Trust Agreement between Hubbell Incorporated and The Bank of New York, as trustee, as amended and restated effective December 8, 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex1018.htm) | | | 10-K | | | 001-02958 | | | 10.18 | | | 2/18/2016 | | | | | |

| [removed: 10.17†] [added: 10.15†] | | | [Grantor Trust for Non-Employee Director Plans Trust Agreement between Hubbell Incorporated and The Bank of New York, as amended and restated effective December 8, 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex1019.htm) | | | 10-K | | | 001-02958 | | | 10.19 | | | 2/18/2016 | | | | | |

| [removed: 10.18†] [added: 10.16†] | | | [Trust Agreement by and between Hubbell Incorporated and MG Trust Company d/b/a Matrix Trust Company, as Trustee, as amended and restated effective November 6, 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex1020.htm) | | | 10-K | | | 001-02958 | | | 10.20 | | | 2/18/2016 | | | | | |

| [removed: 10.19†] [added: 10.17†] | | | [Amended and [removed: Restated](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex101.htm) [C](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex101.htm)[hange] [added: Restated Change] in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and Gerben W. Bakker](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex101.htm) | | | 8-K | | | 001-02958 | | | 10.1 | | | 12/30/2022 | | | | | |

| [removed: 10.20†] [added: 10.18†] | | | [Change in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and Allan J. Connolly](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex102.htm) | | | 8-K | | | 001-02958 | | | 10.2 | | | 12/30/2022 | | | | | |

| [removed: 10.21†] [added: 10.20†] | | | [Amended and Restated [removed: C](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex103.htm)[hange] [added: Change] in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and Katherine A. Lane](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex103.htm) | | | 8-K | | | 001-02958 | | | 10.3 | | | 12/30/2022 | | | | | |

| 10.22† | | | [Amended and Restated [removed: C](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm)[hange] [added: Change] in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated [removed: and](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm) [William] [added: and William] R. Sperry](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm) | | | 8-K | | | 001-02958 | | | 10.4 | | | 12/30/2022 | | | | | |

| 21.1 | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex211.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex211.htm)] | | | | | | | | | | | | | | | * | | |

| 23.1 | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex231.htm)] | | | | | | | | | | | | | | | * | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex311.htm)] | | | | | | | | | | | | | | | * | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex312.htm)] | | | | | | | | | | | | | | | * | | |

| 32.1 | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex321.htm)] | | | | | | | | | | | | | | | | | |

| 32.2 | | | [Certification of Chief Financial Officer Pursuant to 18 [removed: U.S.C] [added: U.S.C.] Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex322.htm)] | | | | | | | | | | | | | | | | | |

| 101 | | | The following materials from Hubbell Incorporated's Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) Notes to the Consolidated Financial Statements. | | | | | | | | | | | | | | | * | | |

| 104 | | | The cover page of this Annual Report on Form 10-K for the year end December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL (included within the Exhibit 101 attachments) | | | | | | | | | | | | | | | * | | |

| *††* | | | *Schedules and [removed: exhibits] [added: attachments] have been omitted pursuant to Item [removed: 601(b)(2)] [added: 601(a)(5)] of Regulation S-K. The Company [removed: agrees] [added: hereby undertakes] to furnish supplemental copies of [removed: such] [added: any of the] omitted schedules and [removed: exhibits to] [added: attachments upon request by] the [added: U.S.] Securities and Exchange [removed: Commission upon request.*] [added: Commission; provided, that Hubbell may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.*] | | |

| 2.1†† | | | [Stock Purchase Agreement, by and among Hubbell Power Systems, Inc., Northern Star Parent Holdings, LLC and, Hubbell Incorporated, dated October 28, 2023](https://www.sec.gov/Archives/edgar/data/48898/000119312523266285/d578466dex21.htm) | | | 8-K | | | 001-02958 | | | 2.1 | | | 10/30/2023 | | | | | |

| 10.19† | | | [Change in Control Severance Agreement, dated as of July 1, 2023, between Hubbell Incorporated and Gregory A. Gumbs](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1019.htm) | | | | | | | | | | | | | | | * | | |

| 10.21† | | | [Change in Control Severance Agreement, dated as of July 1, 2023, between Hubbell Incorporated and Mark E. Mikes](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1021.htm) | | | | | | | | | | | | | | | * | | |

| 10.25†† | | | [Term Loan Agreement, dated as of December 8, 2023, by and among Hubbell Incorporated, the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent](https://www.sec.gov/Archives/edgar/data/48898/000119312523293504/d636265dex101.htm) | | | 8-K | | | 001-02958 | | | 10.1 | | | 12/12/2023 | | | | | |

| 97.1 | | | [Compensation Recovery Policy, effective December 1, 2023](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex971.htm) | | | | | | | | | | | | | | | * | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Number | | | Description | | | Form | | | File No. | | | Exhibit | | | Filing Date | | | Filed/ Furnished Herewith | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 10.12† | | | [Form of](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1012.htm) [Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restate](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1012.htm)[d (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1012.htm) | | | | | | | | | | | | | | | * | | |

| 10.13† | | | [Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/48898/000162828023002875/hubb-20221231xex1013.htm) | | | | | | | | | | | | | | | * | | |

| HUBBELL INCORPORATED *\- Form 10-K* | | | 95 | | |

| HUBBELL INCORPORATED *\- Form 10-K* | | | 96 | | |

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | HUBBELL INCORPORATED | | | | | | | | | | | |

| By | | | /s/ JONATHAN M. DEL NERO | | | | | | By | | | /s/ WILLIAM R. SPERRY | | |

| | | | Jonathan M. Del Nero | | | | | | | | | William R. Sperry | | |

| | | | *Vice President, Controller* | | | | | | | | | *Executive Vice President and* | | |

| | | | | | | | | | | | | *Chief Financial Officer* | | |

| Date: | | | February 9, 2023 | | | | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.(1)

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Title | | | Date | | |

| By | | | /s/ G. W. BAKKER G. W. Bakker | | | *Chairman of the Board, President and Chief Executive Officer* | | | 2/9/2023 | | |

| By | | | /s/ W. R. SPERRY W. R. Sperry | | | *Executive Vice President and Chief Financial Officer* | | | 2/9/2023 | | |

| By | | | /s/ J. M. DEL NERO J. M. Del Nero | | | *Vice President, Controller (Principal Accounting Officer)* | | | 2/9/2023 | | |

| By | | | /s/ C. M. CARDOSO C. M. Cardoso | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ A. J. GUZZI A. J. Guzzi | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ R. A. HERNANDEZ R. A. Hernandez | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ N. J. KEATING N. J. Keating | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ B. C. LIND B. C. Lind | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ J. F. MALLOY J. F. Malloy | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ J. M. POLLINO J. M. Pollino | | | *Director* | | | 2/9/2023 | | |

| By | | | /s/ J. G. RUSSELL J. G. Russell | | | *Director* | | | 2/9/2023 | | |

*(1)As of February 9, 2023.*

| HUBBELL INCORPORATED *\- Form 10-K* | | | 97 | | |

Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, 2020, 2021 and 2022

Reserves deducted in the balance sheet from the assets to which they apply (in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Balance at Beginning of Year | | | | | | Additions / (Reversals) Charged to Costs and Expenses | | | | | | Deductions | | | | | | | | | Balance at End of Year | | |

| Allowances for doubtful accounts receivable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year 2020(a) | | | | | | $ | 8.0 | | | | | $ | 4.0 | | | | | $ | (1.4) | | | | | | | | $ | 10.6 | |

None.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| HUBBELL INCORPORATED *\- Form 10-K* | | | 101 | | |

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | HUBBELL INCORPORATED | | | | | | | | | | | |

| By | | | /s/ JONATHAN M. DEL NERO | | | | | | By | | | /s/ WILLIAM R. SPERRY | | |

| | | | Jonathan M. Del Nero | | | | | | | | | William R. Sperry | | |

| | | | *Vice President, Controller* | | | | | | | | | *Executive Vice President,* | | |

| | | | | | | | | | | | | *Chief Financial Officer* | | |

| Date: | | | February 8, 2024 | | | | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.(1)

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Title | | | Date | | |

| By | | | /s/ G. W. BAKKER G. W. Bakker | | | *Chairman of the Board, President and Chief Executive Officer* | | | 2/8/2024 | | |

| By | | | /s/ W. R. SPERRY W. R. Sperry | | | *Executive Vice President, Chief Financial Officer* | | | 2/8/2024 | | |

| By | | | /s/ J. M. DEL NERO J. M. Del Nero | | | *Vice President, Controller (Principal Accounting Officer)* | | | 2/8/2024 | | |

| By | | | /s/ C. M. CARDOSO C. M. Cardoso | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ D. L. DIAL D. L. Dial | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ A. J. GUZZI A. J. Guzzi | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ R. A. HERNANDEZ R. A. Hernandez | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ N. J. KEATING N. J. Keating | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ B. C. LIND B. C. Lind | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ J. F. MALLOY J. F. Malloy | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ J. M. POLLINO J. M. Pollino | | | *Director* | | | 2/8/2024 | | |

| By | | | /s/ J. G. RUSSELL J. G. Russell | | | *Director* | | | 2/8/2024 | | |

| | | | | | | | | | | | |

*(1)As of February 8, 2024.*

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| HUBBELL INCORPORATED *\- Form 10-K* | | | 102 | | |

Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, 2021, 2022 and 2023

Reserves deducted in the balance sheet from the assets to which they apply (in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Balance at Beginning of Year | | | | | | Additions / (Reversals) Charged to Costs and Expenses | | | | | | Deductions | | | | | | | | | Balance at End of Year | | |