Hubbell (HUBB) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A36 rewritten12 added6 removed171 unchanged
All filing items1,004 rewritten301 added299 removed2,087 unchanged
Summary
counted, not written
- Item 1A lists 25 risk factor headings: 2 new, 4 reworded and 19 unchanged since FY2023. 2 headings from FY2023 no longer appear.
- Sentence by sentence, 301 added, 299 removed, 1,004 rewritten and 2,087 unchanged across 21 items that differ.
New Item 1A headings (2)
- We have outstanding indebtedness; our indebtedness may increase as we engage in acquisitions and other activities to support our growth strategies.
- Changes in U.S. and international trade policies may adversely impact our business and operating results; changes in U.S. trade policies could have a material adverse effect on us.
Removed Item 1A headings (2)
- We have outstanding indebtedness; our indebtedness has increased as a result of the System Control Acquisition and will continue to increase if we incur additional indebtedness in the future and do not retire existing indebtedness.
- Significant developments from the recent and potential changes in U.S. trade policies could have a material adverse effect on us.
Reworded Item 1A headings (4)
- Inflation and other
[removed: adverse][added: unfavorable economic] conditions may adversely affect our business results of operations and financial condition. - We may fail to realize all of the anticipated benefits of the [added: Acquisition of] Systems Control
[removed: Acquisition]or those benefits may take longer to realize than expected. - We are subject to risks surrounding our information technology systems [added: and industrial controls systems] failures, network disruptions, breaches in data security and compliance with data privacy laws or regulations.
- Because tax laws and regulations are subject to
[removed: interpretation and][added: interpretation,] uncertainty, [added: and change,] tax payments may ultimately differ from amounts currently recorded by the Company.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
36 rewritten, 12 added, 6 removed, 171 unchanged
Inflation and other [removed: adverse] [added: unfavorable economic] conditions may adversely affect our business results of operations and financial condition.
Our operating results can be sensitive to changes in general economic conditions, [added: macro-economic effects of the U.S. government federal deficit,] inflation, economic slowdowns, stagflation and recessions.
Our sales are subject to market conditions that may cause customer demand for our products to be volatile and [removed: unpredictable, particularly in our Electrical Solutions segment.][added: unpredictable.]
We have [removed: recently experienced] [added: in the past experienced, and may continue to experience,] significant inflationary pressure across much of our business.
Global supply chain issues and increased demand have [added: in the past] led [added: to, and may continue] to [added: lead to,] increased freight, labor and commodity costs.
In addition, various factors, including the level of economic activity in China, the war between Ukraine and Russia and the [removed: war between Israel and Hamas,] [added: conflict in the Middle East,] have [removed: added] [added: added, and may continue] to [added: add, to] the volatility in energy costs.
We have had to take various pricing actions to cover the [removed: higher] [added: increase in our] costs [added: associated with inflationary pressure] and protect our margin profile.
[removed: Competitors'] [added: Competitors] behavior related to these, among other areas, could potentially have significant impacts on our financial results.
Our strategy is to also increase selling prices to offset rising costs of raw materials and [removed: components.][added: components when necessary.]
We may face increased competition due to the rapid development and rising use of artificial intelligence (AI) and machine learning [added: technologies.]
Our international operations accounted for approximately 8% of our Net sales in [removed: 2023.][added: 2024.]
We use a variety of raw materials in the production of our products including steel, aluminum, brass, copper, bronze, zinc, nickel, plastics, [removed: phenolics,] elastomers and petrochemicals.
We also purchase certain electrical and electronic components, including solenoids, [removed: lighting ballasts,] printed circuit boards, integrated circuit chips and cord sets from a number of suppliers.
Significant shortages in the availability of these materials or significant price increases could increase our operating costs [added: and adversely impact the competitive positions of our products, which could adversely impact our results of operations.]
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 16] | | | [removed: 9] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
See also Risk Factor, [removed: “*Significant developments from the recent] [added: “Changes in U.S.] and [removed: potential] [added: international trade policies may adversely impact our business and operating results;] changes in U.S. trade policies could have a material adverse effect on [removed: us*.”] [added: us.”] 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: 2023,] [added: 2024,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $3,729] [added: $3,581] million.
We may fail to realize all of the anticipated benefits of the [added: Acquisition of] Systems Control [removed: Acquisition] or those benefits may take longer to realize than expected.
The full benefits of the [added: acquisition of] Systems [removed: Control Acquisition,] [added: Control,] 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 [added: acquisition of] Systems Control [removed: Acquisition] could adversely affect our results of operations or cash flows and decrease or delay the expected accretive effects of the [added: acquisition of] Systems [removed: Control Acquisition.][added: Control.]
We are subject to risks surrounding our information technology systems [added: and industrial controls systems] failures, network disruptions, breaches in data security and compliance with data privacy laws or regulations.
Hubbell also provides customers with [added: industrial controls systems, or] solutions that include software components that allow for the control and/or the communication of data from those solutions to Hubbell or customer systems.
We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 42%] [added: 41%] of our Net sales.
[removed: Our increased] [added: An increase in] indebtedness [removed: 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.
As a result, the tax laws [added: and policies] in countries in which we do business could change on a prospective or retroactive basis, and any such [added: changes, including any] changes [removed: could adversely affect our] [added: in the current U.S. income tax rates, may materially impact the Company’s] business and financial statements.
Because tax laws and regulations are subject to [removed: interpretation and] [added: interpretation,] uncertainty, [added: and change,] tax payments may ultimately differ from amounts currently recorded by the Company.
[removed: The] [added: Although management believes its estimates are reasonable, the] ultimate tax outcome may differ from the amounts recorded in the [removed: Company's] [added: Company’s] financial statements and may [removed: adversely affect] [added: materially impact] the [removed: Company's] [added: Company’s] financial results for the period when such determination is made.
[removed: Significant developments from the recent] [added: Changes in U.S.] and [removed: potential] [added: international trade policies may adversely impact our business and operating results;] changes in U.S. trade policies could have a material adverse effect on us.
In prior years, the U.S. government has announced and, in some cases, implemented [removed: a] new [removed: approach] [added: approaches] to trade policy, including renegotiating, or potentially terminating, certain existing bilateral or multi-lateral trade agreements, such as the North American Free Trade Agreement [removed: ("NAFTA"),] [added: (“NAFTA”),] which was replaced by the U.S.-Mexico-Canada Agreement on July 1, 2020, and [removed: proposed trade agreements, like the Trans-Pacific Partnership ("TPP"), from which the United States has formally withdrawn,] [added: is currently up for review in 2026,] as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum.
[removed: Changes] [added: These and other changes] in the U.S. trade policy, U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently manufacture and sell products, and any resulting negative sentiments towards the United States as a result of such changes, could have an adverse effect on our [removed: business.][added: business, financial condition and results of operation.]
We rely on materials, components and finished goods, such as steel and aluminum, that are sourced from or manufactured in foreign countries, including [removed: China] [added: China, Mexico] and [removed: Mexico.][added: those in Europe.]
Import tariffs and potential [added: additional] import tariffs have resulted or may result in increased prices for these imported goods and materials and, in some cases, may result or have resulted in price increases for domestically sourced goods and materials.
These measures could also result in increased costs for goods imported into the U.S. or may [added: lead to disruptions in the supply of good and materials that] cause us to adjust our worldwide supply chain.
The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to [added: new] tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.
Natural disasters, the economic uncertainty resulting from the spread of global [removed: pandemics (such as the COVID-19 pandemic),] [added: pandemics,] 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 have in the past, and could 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.
Additionally, the [removed: war between Israel and Hamas] [added: conflict in the Middle East] has added to the volatility in energy costs.
Certain of these materials are sourced from a limited number of suppliers.
These materials may also be a key source of materials for many other companies in our industry or within industrial manufacturers in general.
As such in periods of rising demand for these materials, we my experience both increase costs and limited supply.
We have outstanding indebtedness; our indebtedness may increase as we engage in acquisitions and other activities to support our growth strategies.
These risks could increase if we are required to re-finance existing indebtedness at higher rates of interest.
As a result of the U.S. federal elections, there may also be changes in tax policy pursued by the new administration, and the nature and outcome of those potential changes is uncertain at this time.
We cannot predict what changes to trade policy will be made, or the economic impact that changes to trade policy will have, including significant increases in tariffs on goods imported into the United States, particularly tariffs on products manufactured in Canada, Mexico and China, and the length of time such tariffs may remain in place, or whether the entry into new bilateral or multilateral trade agreements will occur.
The imposition of new tariffs, changes in trade policy or agreements, or the escalation of trade tensions between the United States and other countries could adversely impact our business, financial condition and results of operations.
Additionally, on February 1, 2025 the President of the United States issued executive orders directing the United States to impose new tariffs on imports from Canada, Mexico and China.
Although a portion of these new tariffs have been temporarily suspended, other parts of these new tariffs are now in effect, and it is unclear for how long and to what extent such suspensions will remain in effect.
The U.S. has also announced new tariffs on foreign steel and aluminum, with such tariffs taking effect in early March.
The U.S. has further raised the possibility of new tariffs on imports from additional countries, including those in Europe.
technologies.
and adversely impact the competitive positions of our products, which could adversely impact our results of operations.
We have outstanding indebtedness; our indebtedness has increased as a result of the System Control Acquisition and will continue to increase if we incur additional indebtedness in the future and do not retire existing indebtedness.
We have outstanding indebtedness and other financial obligations and significant unused borrowing capacity.
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.
In addition, we cannot predict what changes to trade policy will be made by the current or a future presidential administration 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
210 rewritten, 56 added, 77 removed, 357 unchanged
This section of this Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are not included in this Form 10-K and can be found in [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in Part II, Item 7 of the [removed: Company's] [added: Company’s] Annual Report on Form-10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the Securities and Exchange Commission on February [removed: 9, 2023.][added: 8, 2024.]
Behind the Meter is where owners and operators of buildings, [removed: industrial facilities] and other critical infrastructure consume energy.
The Company employed approximately [removed: 18,300] [added: 17,700] individuals worldwide as of December 31, [removed: 2023.][added: 2024.]
[removed: Our] [added: The Company’s] reporting segments consist of the Utility Solutions [removed: segment, that has a leading position in Front of the Meter and at The Edge] [added: segment] and [removed: the] Electrical Solutions [removed: segment that is positioned Behind the Meter.][added: segment.]
[removed: Our] [added: The Company’s] long-term strategy is to: [removed: Serve our] [added: serve its] customers with reliable and innovative electrical and related infrastructure solutions with desired brands and high-quality service, delivered through a competitive cost structure; [added: to] complement organic revenue growth with acquisitions that enhance [removed: our] [added: its] product offerings; and [added: to] allocate capital effectively to create shareholder value.
For [removed: additional] [added: more] information [removed: regarding our acquisition, see] [added: related to acquisitions completed in 2023, refer to] Note 4 - Business [removed: Acquisitions and Dispositions,] [added: Acquisition] in the [removed: accompanying] [added: Notes to] Consolidated Financial Statements, which [removed: note] is incorporated herein by reference.
The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure and [removed: effectiveness, as well as] [added: effectiveness and] the efficiency of our workforce.
Because material costs are approximately [removed: two thirds] [added: half] of our cost of goods sold, volatility in this area can significantly impact profitability.
Our sales are also subject to market conditions that may cause customer demand for our products to be [removed: volatile and unpredictable, particularly in our Electrical Solutions segment.][added: volatile.]
Although [removed: there has been some mitigation in the rate of] inflation [added: has moderated considerably since its high point] in [removed: recent months,] [added: 2022,] we expect inflation to remain a factor for the foreseeable future and we expect to continue to take these pricing actions subject to demand and market conditions.
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 which could reduce our customers’ demand for our [removed: products.][added: products, and cause the continuation of relatively high market interest rates that increase our borrowing costs.]
Within these segments, Hubbell serves customers in [removed: five] [added: several] primary end markets: utility [removed: T&D components,] [added: distribution,] utility [removed: communications] [added: transmission] and [removed: controls, non-residential, residential,] [added: utility substation as well as industrial] and [removed: industrial.][added: non-residential.]
Unless specified otherwise, all comparisons of [removed: 2023] [added: 2024] results are with [removed: 2022] [added: 2023] results.
In [removed: 2023,] [added: 2024,] Net sales increased by [removed: 8.6%] [added: 4.7%] or [removed: $425] [added: $256] million and organic Net sales(1) increased by [removed: 6.6% or $325] [added: $2] million on favorable price realization partially offset by [removed: modestly] lower volumes, as further discussed in segment results below.
Operating margin increased in [removed: 2023,] [added: 2024,] by [removed: 500] [added: 10] basis points and adjusted operating margin(1) [removed: also] increased by [removed: 510] [added: 90] basis points, driven by favorable price realization, [removed: improved operational] productivity and [removed: lower material costs.][added: cost management.]
Those increases were partially offset by [removed: continued non-material cost inflation, increased investments in capacity, innovation] [added: material] and [removed: productivity] [added: other cost inflation] and lower unit [removed: volumes.][added: volume.]
Net income from continuing operations attributable to Hubbell increased by [removed: 48.6%] [added: 2.4%] in [removed: 2023] [added: 2024] compared to the prior year and diluted earnings per share from continuing operations increased by [removed: 49.0%.][added: 2.3%.]
Adjusted net income from continuing operations attributable to Hubbell(1) increased by [removed: 44.1%] [added: 8.1%] in [removed: 2023] [added: 2024] compared to the prior year and adjusted diluted earnings per share from continuing operations(1) increased by [removed: 44.4%] [added: 8.1%] in [removed: 2023.][added: 2024.]
Operating cash flow was higher in [removed: 2023] [added: 2024] at [removed: $880.8] [added: $991.2] million as compared to [removed: $636.2] [added: $880.8] million in [added: the] prior year.
Free cash flow(2) was higher in [removed: 2023] [added: 2024] at [removed: $715.1] [added: $810.8] million as compared to [removed: $506.9] [added: $715.1] million in the prior year.
In [removed: 2023] [added: 2024] we paid [removed: $245.5] [added: $267.3] million in shareholder dividends, an increase of [removed: 6.9%] [added: 8.9%] as compared to the prior year.
| | | | For the Year Ending December 31, | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]
| | | | [removed: 2023] [added: 2024] | | | % of Net sales | | | [removed: 2022] [added: 2023] | | | % of Net sales | | | | | | | | | | | | [added: | | | | | |]
| Net sales | | | $ | [removed: 5,372.9] [added: 5,628.5] | | | | | $ | [removed: 4,947.9] [added: 5,372.9] | | | | | | | | | | | | | | [added: | | | | | |]
| Cost of goods sold | | | [added: 3,724.4 | | | 66.2 | | % |] 3,484.8 | | | 64.9 | | % | [removed: 3,476.3] | | | [removed: 70.3] | | [removed: %] | | | | | | | | | |
| Gross profit | | | [added: 1,904.1 | | | 33.8 | | % |] 1,888.1 | | | 35.1 | | % | [removed: 1,471.6] | | | [removed: 29.7] | | [removed: %] | | | | | | | | | |
| Selling & administrative expenses | | | [added: 812.5 | | | 14.4 | | % |] 849.6 | | | 15.8 | | % | [removed: 762.5] | | | [removed: 15.4] | | [removed: %] | | | | | | | | | |
| Operating income | | | [added: 1,091.6 | | | 19.4 | | % |] 1,038.5 | | | 19.3 | | % | [removed: 709.1] | | | [removed: 14.3] | | [removed: %] | | | | | | | | | |
| Net income from continuing operations | | | [added: 783.5 | | | 13.9 | | % |] 766.0 | | | 14.2 | | % | [removed: 516.8] | | | [removed: 10.4] | | [removed: %] | | | | | | | | | |
| Less: Net income from continuing operations attributable to noncontrolling interest | | | [removed: (6.2)] [added: (5.7)] | | | (0.1) | | % | [removed: (5.5)] [added: (6.2)] | | | (0.1) | | % | | | | | | | | | | [added: | | | | | |]
| Net Income From Continuing Operations Attributable to Hubbell Incorporated | | | [added: 777.8 | | | 13.8 | | % |] 759.8 | | | 14.1 | | % | [removed: 511.3] | | | [removed: 10.3] | | [removed: %] | | | | | | | | | |
| Income from discontinued operations, net of tax | | | — | | | — | | % | [removed: 34.6] [added: —] | | | [removed: 0.7] [added: —] | | % | | | | | | | | | | [added: | | | | | |]
| Net income attributable to Hubbell Incorporated | | | [added: 777.8 | | | 13.8 | | % |] 759.8 | | | 14.1 | | % | [removed: 545.9] | | | [removed: 11.0] | | [removed: %] | | | | | | | | | |
| Less: Earnings allocated to participating securities | | | [added: (1.5) | | | | | |] (1.8) | | | | | | [removed: (1.4)] | | | | | | | | | | | | | | |
| Net income available to common shareholders | | | $ | [removed: 758.0] [added: 776.3] | | | | | $ | [removed: 544.5] [added: 758.0] | | | | | | | | | | | | | | [added: | | | | | |]
| Average number of diluted shares outstanding | | | 54.0 | | | | | | [removed: 54.1] [added: 54.0] | | | | | | | | | | | | | | | [added: | | | | | |]
| DILUTED EARNINGS PER SHARE - CONTINUING OPERATIONS | | | $ | [removed: 14.05] [added: 14.37] | | | | | $ | [removed: 9.43] [added: 14.05] | | | | | | | | | | | | | | [added: | | | | | |]
| DILUTED EARNINGS PER SHARE - DISCONTINUED OPERATIONS | | | $ | — | | | | | $ | [removed: 0.64] [added: —] | | | | | | | | | | | | | | [added: | | | | | |]
The [removed: effects] [added: effect] that acquisitions and divestitures may have on our results [added: can] fluctuate significantly based on the timing, size and number of transactions, and therefore result in significant volatility in the costs to complete transactions and [added: to] integrate or separate the businesses.
Additionally, international tensions, such as the conflicts in the Middle East and Ukraine, as well as trade and other tensions, including those with China, may affect demand for our products, as well as our production costs.
We also invested $180.4 million of capital expenditures in footprint optimization, automation and productivity initiatives, and repurchased $40.0 million of shares in 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Gains or losses on disposition of a business
Our adjusted operating measures exclude these gains or losses because we believe excluding them enhances management’s and investors’ ability to analyze underlying business performance and facilitates comparisons of our financial results over multiple periods.
In the first quarter of 2024 the Company recognized a $5.3 million pre-tax loss on the disposition of the residential lighting business and also recognized $6.8 million of income tax expense on the sale of the residential lighting business, primarily driven by differences between book and tax basis in goodwill.
That loss and the related income tax expense are excluded from our adjusted operating measures.
| Loss on disposition of business | | | 5.3 | | | 0.10 | | | — | | | — | | | | | | | | | | | |
| Subtotal | | | $ | 924.2 | | $ | 17.10 | | $ | 850.1 | | $ | 15.72 | | | | | | | | | | |
| Average number of diluted shares outstanding | | | 54.0 | | | | | | 54.0 | | | | | | | | | | | | | | |
Net sales of $5,628.5 million in 2024 increased by $255.6 million, or 4.7%, compared to 2023.
Acquisitions net of divestitures contributed 4.8% to net sales growth.
These changes are discussed in more detail in the Segment Results section below.
As a percentage of net sales, cost of goods sold increased by 130 basis points to 66.2% and gross profit margin declined to 33.8% in 2024.
The decline in gross profit margin includes approximately four percentage points of margin contraction due to higher intangible amortization expense, material and other cost inflation and lower volume, which was partially offset by approximately three percentage points of margin expansion driven by favorable price realization, productivity and cost management.
This decrease was driven by lower employee incentive costs and lower professional services in the current year, transaction costs in 2023 that did not repeat in 2024, partially offset by the addition of S&A expense including intangible amortization expense related to our 2023 acquisitions.
The increase in interest expense was primarily attributable to debt incurred in connection with the acquisition of Systems Control.
The effective tax rate was 22.1% in both 2024 and 2023 as the income tax expense related to the sale of the residential lighting business in the first quarter of 2024, was largely offset by the tax benefit of an international restructuring completed in the third quarter of the year.
Adjusted net income attributable to Hubbell Incorporated, which excluded amortization of acquisition-related intangibles and transaction, integration & separation costs in both periods, and a loss on disposition of a business in 2024 was $896.8 million in 2024 and increased 8.1% as compared to 2023.
The following table reconciles our Utility Solutions segment adjusted operating income and adjusted operating margin to the directly comparable GAAP financial measure (in millions and percentage change):
The decrease in unit volume resulted largely from volume declines in enclosures products primarily driven by weakness in the telcom market, as well as customer inventory management in distribution markets.
These factors were partially offset by strong growth in transmission and substation markets and in grid automation projects.
Operating margin declined by 140 basis points to 20.3% in 2024.
The impact of lower unit volume includes approximately 130 basis points from enclosures products, driven primarily by weakness in the telcom market.
The following table reconciles our Electrical Solutions segment adjusted operating income and adjusted operating margin to the directly comparable GAAP measure (in million and percentage change):
| Impact of divestitures | | | (163.0) | | | (7.7) | | | — | | | — | | |
The decrease includes 3.8% growth in organic net sales, that was more than offset by a 7.7% decline in net sales resulting from the disposition of the residential lighting business during the first quarter of 2024.
Volume growth was driven primarily by strength in renewables markets and datacenter balance-of-system products, while industrial markets were solid and non residential markets were soft.
The disposition of the residential lighting business also contributed to the expansion.
| | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in millions) | | | 2024 | | | 2023 | | |
2024 Compared to 2023
The increase was primarily due to higher net income, after adjusting for the effect of non-cash items, primarily depreciation and amortization expense, along with lower cash used for working capital in 2024.
That change was driven by $122.9 million of cash proceeds in 2024 from the disposition of our residential lighting business as compared to cash used for acquisitions of $1,211.7 million in 2023.
The change in cash flows reflects $600 million of cash provided in December 2023 from the Term Loan issued to partially fund the acquisition of Systems Control, as compared to cash used in 2024 to extinguish that loan, along with an increase in dividends paid and higher share repurchases in 2024 compared to 2023.
| 2024 Restructuring Actions | | | $ | 10.9 | | $ | 1.6 | | 2025 | | |
This new program is in addition to the remaining share repurchase authorization of $260.0 million under the October 21, 2022 program.
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.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| HUBBELL INCORPORATED *\- Form 10-K* | | | 21 | | |
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.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Pension charge
In 2022, we incurred pension settlement charges of $7.0 million that did not repeat in 2023.
| Pension charge | | | — | | | — | | | 7.0 | | | 0.13 | | | | | | | | | | | |
| 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.
Net sales also increased by 1.9% from acquisitions and by 0.1% from foreign exchange.
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.
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.
The increase in S&A expense as a percentage of Net sales is primarily due to the impact of higher personnel cost and other cost inflation that was partially offset by a benefit from the increase in Net sales.
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.
The effective tax rate was 22.1% in 2023 as compared to 21.3% in 2022.
The increase in the effective tax rate is primarily due to a favorable tax impact in 2022 from the completion of a tax audit and increased 2023 income in higher tax jurisdictions, partially offset by a higher stock based compensation tax benefit in 2023.
Adjusted net income from continuing operations attributable to Hubbell was $829.4 million in 2023 and increased 44.1% as compared to 2022.
The increase in net income from continuing operations and adjusted net income from continuing operations is primarily the result of higher operating income, driven by higher Net sales, and operation margin expansion, partially offset by an increase in the effective tax rate, all as discussed above.
Adjusted earnings per diluted share from continuing operations in 2023 increased 44.4% as compared to 2022.
Income From Discontinued Operations, Net of Tax
There was no income or loss from discontinued operations in 2023.
Income from discontinued operations, net of tax was $34.6 million in 2022.
Income from discontinued operations, net of taxes for the year ended December 31, 2022 includes pre-tax transaction and separation costs of $8.8 million.
| Impact of divestitures | | | — | | | — | | | (4.0) | | | (0.2) | | | | | | | | | | | |
Acquisitions contributed 1.8% to Net sales growth in 2023 and foreign exchange contributed 0.1%.
Volume increases were primarily driven by Communications and Controls due to improved availability of semiconductors, along with strength in utility transmission markets, partially offset by channel inventory management in distribution markets.
Favorable price realization was driven by actions to offset inflation, as well as by our service levels.
Operating margin in 2023 increased to 21.7% as compared to 15.3% in 2022.
That year-over-year margin expansion includes an increase of approximately 60 basis points from a commercial resolution with a customer in the fourth quarter of 2022 that did not repeat in 2023.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Markets for the Electrical Solutions segment were mixed, with weakness in residential markets and channel inventory management in commercial markets driving the decline in unit volumes.
Industrial end markets were solid and renewables and datacenter verticals were also notably strong in 2023.
Favorable price realization was driven primarily by actions to recover inflationary costs.
An excerpt. Shown here: 40 of 210 rewritten, 40 of 56 added and 40 of 77 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
8 rewritten, 11 added, 29 removed, 21 unchanged
As a percentage of the Company’s total Net sales, [removed: shipments from] [added: the net sales of] foreign [removed: operations directly to third parties] [added: operations, for which transactions are primarily in local currencies] were 8% in [added: 2024,] 2023, [removed: 8% in 2022] and [removed: 9% in 2021,] [added: 2022 respectively,] with the [removed: UK,] Canadian, [added: UK,] and Brazilian operations representing approximately [removed: 32%, 29%] [added: 28%, 26%,] and [removed: 15%] [added: 20%] respectively, of [removed: 2023] [added: 2024] total international Net sales.
As such, our operating results could be affected by changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we sell our [removed: products.][added: products, purchase goods or otherwise incur costs to operate foreign subsidiaries.]
To manage this exposure, we closely monitor the working capital requirements of our international units and [added: we] may enter into forward foreign exchange [removed: contracts.][added: contracts to mitigate risk related to receipts from customers and payments to suppliers.]
As of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] (dollars in millions):
| | | | [removed: 2024 | | |] 2025 | | | 2026 | | | 2027 | | | 2028 | | | [added: 2029 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/23] [added: 12/31/24] | | |
| Long-term debt | | | $ | [removed: 15.0] [added: —] | | $ | [removed: 15.0] [added: 400.0] | | $ | [removed: 970.0] [added: 300.0] | | $ | [removed: 300.0] [added: 450.0] | | $ | [removed: 450.0] [added: —] | | $ | 300.0 | | $ | [removed: 2,050.0] [added: 1,450.0] | | $ | [removed: 1,951.6] [added: 1,367.3] | |
| Avg. interest rate | | | [removed: 6.72] [added: —] | | % | [removed: 6.72] [added: 3.35] | | % | [removed: 5.33] [added: 3.15] | | % | [removed: 3.15] [added: 3.50] | | % | [removed: 3.50] [added: —] | | % | 2.30 | | % | | | | | | |
Foreign Currency Risk
We face transactional exchange rate risk from the purchase and sale of goods and services in currencies other than our functional currency or the functional currency of an applicable subsidiary.
Additionally, we are subject to foreign exchange translation risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. Dollar.
The translation risk is primarily concentrated in the exchange rate between the U.S. Dollar and the Brazilian Real, British Pound and Canadian Dollar.
As the U.S. Dollar strengthens against these currencies on which we transact business, revenue and income will generally be negatively impacted, and if the U.S. Dollar weakens, revenue and income will generally be positively impacted.
Accordingly, we estimate a hypothetical 10% movement of the U.S. Dollar against the various foreign exchanges rate we translate from, in aggregate would impact operating profit by approximately $7.0 million.
Interest Rate Risk
As of December 31, 2024 the Company also had $125.4 million of short-term debt, primarily commercial paper that was floating rate debt.
A 100 basis point rise or decline in interest rates would not be significant to our financial condition or results of operations.
| Available-for-sale investments | | | $ | 14.3 | | $ | 12.7 | | $ | 17.4 | | $ | 12.5 | | $ | 5.4 | | $ | 7.8 | | $ | 70.1 | | $ | 69.6 | |
| Avg. interest rate | | | 3.19 | | % | 4.26 | | % | 3.91 | | % | 4.99 | | % | 5.02 | | % | 4.03 | | % | | | | | | |
In 2023, we manufactured and/or assembled products in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Spain, Australia, and the Republic of the Philippines and sold products in those markets as well as through offices in Singapore, Italy, China, Mexico, South Korea and countries in the Middle East.
In 2023, Hubbell also participated in joint ventures in Hong Kong and the Republic of the Philippines.
Product purchases representing approximately 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.
Foreign sourcing of products may result in unexpected fluctuations in product cost or increased risk of business interruption due to lack of product or component availability due to any one of the following:
- Political or economic uncertainty in the source country
- Fluctuations in the rate of exchange between the U.S. dollar and the currencies of the source countries
- Changes in U.S. laws and policies governing foreign trade
- Increased logistical complexity including supply chain interruption or delay, port of departure or entry disruption and overall time to market
- Loss of proprietary information
- Product quality issues outside the control of the Company
We have developed plans that address many of these risks.
Such actions include careful selection of products to be outsourced and the suppliers selected; ensuring multiple sources of supply; limiting concentrations of activity by port, broker, freight forwarder, etc.; processes related to quality control; and maintaining control over operations, technologies and manufacturing deemed to provide a competitive advantage.
Many of our businesses have a dependency on certain basic raw materials needed to produce their products including steel, aluminum, brass, copper, bronze, zinc, nickel, plastics, phenols, elastomers and petrochemicals as well as purchased electrical and electronic components.
Our financial results could be affected by the availability and changes in prices of these materials and components.
Certain of these materials are sourced from a limited number of suppliers.
These materials are also key source materials for many other companies in our industry and within the universe of industrial manufacturers in general.
As such, in periods of rising demand for these materials, we may experience both increased costs and/or limited supply.
These conditions can potentially result in our inability to acquire these key materials on a timely basis to produce our products and satisfy our incoming sales orders.
Similarly, the cost of these materials can rise suddenly and result in materially higher costs of producing our products.
We believe we have adequate primary and secondary sources of supply for each of our key materials and that, in periods of rising prices, we expect to recover a majority of the increased cost in the form of higher selling prices.
However, recoveries typically lag the effect of cost increases due to the nature of our markets.
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.
We continually evaluate risk retention and insurance levels for product liability, property damage and other potential exposures to risk.
We devote significant effort to maintaining and improving safety and internal control programs, which are intended to reduce our exposure to certain risks.
We determine the level of insurance coverage and the likelihood of a loss and believe that the current levels of risk retention are consistent with those of comparable companies in the industries in which we operate.
There can be no assurance that we will not incur losses beyond the limits of our insurance.
However, our liquidity, financial position and profitability are not expected to be materially affected by the levels of risk retention that we accept.
| 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 | | % | | | | | | |
Item 1. Business
31 rewritten, 18 added, 10 removed, 115 unchanged
The Edge connects utilities with [removed: owner/operators] [added: owners] and [added: operators and] allows energy and data to be distributed back and forth.
Hubbell Utility Solutions has leading positions In Front of the Meter and [removed: at] [added: on] The Edge.
The Utility Solutions segment [removed: (61%] [added: (64%] of consolidated revenues in [removed: 2023, 58%] [added: 2024, 61%] in [removed: 2022] [added: 2023] and [removed: 56%] [added: 58%] in [removed: 2021)] [added: 2022)] 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.
[removed: Products] [added: Brands and/or trademarks] of [added: products of] the Utility Solutions segment [removed: are sold under the following brands and/or trademarks:][added: include:]
| • | | | Ripley® | | | • | | | Electro Industries / Gauge Tech™ | | | • | | | [removed: Systems Control™] [added: Balestro™] | | | [added: •] | | | [added: Systems Control™] | | |
The Electrical Solutions segment [removed: (39%] [added: (36%] of consolidated revenues in [removed: 2023, 42%] [added: 2024, 39%] in [removed: 2022] [added: 2023] and [removed: 44%] [added: 42%] in [removed: 2021)] [added: 2022)] comprises businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, [added: and] connector and grounding products, [removed: and lighting fixtures,] as well as other electrical equipment.
We also offer a variety of [removed: lighting fixtures,] wiring devices and electrical products that have residential and utility [removed: applications, including residential products with Internet-of-Things ("IoT") enabled technologies.][added: applications.]
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, [removed: lighting showrooms] and residential product oriented internet sites.
| • | | | Bryant® | | | • | | | Wiegmann® | | | • | | | AccelTex Solutions™ | | | • | | | iDevices® | | | • | | | [removed: Progress Lighting Design®*] [added: Austdac™] | | |
| • | | | Burndy® | | | • | | | Killark® | | | • | | | GAI-Tronics® | | | • | | | Connector Products™ | | | • | | | [removed: Austdac™] [added: Chalmit™] | | |
| • | | | CMC® | | | • | | | Hawke™ | | | • | | | [removed: Chalmit™] [added: PCX™] | | | [removed: •] | | | [removed: PCX™] | | | | | | | | |
We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 42%] [added: 41%] of our Net sales.
Raw materials used in the manufacture of Hubbell products primarily include steel, aluminum, brass, copper, bronze, zinc, nickel, plastics, [removed: phenolics,] elastomers and petrochemicals.
Hubbell also purchases certain electrical and electronic components, including solenoids, [removed: lighting ballasts,] printed circuit boards, integrated circuit chips and cord sets, from a number of suppliers.
Substantially all of the backlog existing at December 31, [removed: 2023] [added: 2024] in the Electrical Solutions segment is expected to be shipped to customers in [removed: 2024.][added: 2025.]
In the Utility Solutions segment, substantially all of the backlog existing at December 31, [removed: 2023] [added: 2024] is expected to be shipped during [removed: 2024,] [added: 2025,] along with [removed: $200] [added: approximately $70] million of backlog of contracts that span multiple years, primarily related to long-term contracts [removed: of] [added: within] the [removed: Aclara business] [added: Utility Solutions segment] to deliver and install meters and grid monitoring sensor technology.
The backlog of orders believed to be firm at December 31, [removed: 2023] [added: 2024] was [removed: $2,328] [added: $1,898] million compared to [removed: $2,463] [added: $2,328] million at December 31, [removed: 2022.][added: 2023.]
We recruit, hire, and develop talent that meets and anticipates the ever-changing needs of our [removed: enterprise, while fostering an inclusive] [added: enterprise] and [removed: diverse workplace.][added: our stakeholders.]
Hubbell provides [removed: market competitive] [added: market-competitive] compensation, health and well-being programs, and retirement benefits based on the countries and markets in which we operate to motivate market-leading performance.
As of December 31, [removed: 2023,] [added: 2024,] Hubbell had approximately [removed: 18,317] [added: 17,700] salaried and hourly employees of whom approximately [removed: 11,182,] [added: 10,600,] or [removed: 61%] [added: 60%] are located in the United States.
Approximately [removed: 2,332] [added: 2,470] of these U.S. employees are represented by 8 labor unions.
As a manufacturing company, we focus on protecting the health and safety of our [removed: employees.][added: employees and educate employees on how to Think Safe, Work Safe and Go Home Safe.]
Through the Company’s myLife program, the Company [added: also] provides comprehensive, competitive benefits that retain and support our [removed: employees supporting their] [added: employees’] health, wealth and peace of mind.
| Gerben W. Bakker | | | [removed: 59] [added: 60] | | | Chairman of the Board, President and Chief Executive Officer | | | Present position since May 2021; previously President and Chief Executive Officer since October 2020; President and Chief Operating Officer June 2019 to October 2020; Group President, Power Systems February 2014 to June 2019; various other positions at Hubbell 1988 to 2014. | | |
| William R. Sperry | | | [removed: 61] [added: 62] | | | Executive Vice President, Chief Financial Officer | | | Present position since May 2020; previously, Executive Vice President, Chief Financial Officer and Treasurer June 2019 to May 2020; Senior Vice President and Chief Financial Officer 2012 to 2019; Vice President, Corporate Strategy and Development August 2008 to June 2012; also a member of the board of directors of MSA Safety Incorporated since February 2019. | | |
| Jonathan M. Del Nero | | | [removed: 52] [added: 53] | | | Vice President, Controller | | | Present position since January 2021; previously, Assistant Controller 2014 to January 2021. | | |
| Alyssa R. Flynn | | | [removed: 52] [added: 53] | | | Chief Human Resources Officer | | | Present position since February 2022; previously Vice President, Compensation, Benefits & HR Systems from 2014 to February 2022; Chief of Staff to the Chief Executive Officer from June 2021 to February 2022. | | |
| Gregory A. Gumbs | | | [removed: 54] [added: 55] | | | 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. | | |
| Katherine A. Lane | | | [removed: 46] [added: 47] | | | Senior Vice President, General Counsel and Secretary | | | Present position since May 2021; previously Vice President, General Counsel and Secretary June 2019 to May 2021; Vice President, Acting General Counsel and Secretary March 2019 to June 2019; Vice President, Associate General Counsel 2017 to March 2019; various other positions at Hubbell 2010 to 2017. | | |
| Mark E. Mikes | | | [removed: 59] [added: 60] | | | 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. | | |
*(1)*As of February [removed: 8, 2024,] [added: 13, 2025,] there are no family relationships among any of the above executive officers and any of our directors.
Products of the Utility Solutions segment are sold under various brands and/or trademarks into the electrical distribution, substation and transmission markets as well as, markets for grid protection and controls, utility meters and advanced metering infrastructure and telcom and gas distribution markets.
The products are sold into these markets primarily through distributors, or directly to utilities.
The transaction closed in the first quarter of 2024 and the Company recorded a pre-tax loss on the sale of $5.3 million, which is recorded within Total other expense in the Company’s Consolidated Statement of Income.
Certain businesses require a portion of the transaction price to be paid in advance of transfer of control.
These payments are treated as a contract liability and are classified in Other accrued liabilities in the Consolidated Balance Sheets.
Contract assets primarily relate to performance obligations satisfied prior to payment that are recorded in Other current assets in the Consolidated Balance Sheets.
The Elevate Employee Experience Survey (Elevate) is conducted annually across Hubbell.
It is our employees’ opportunity to share perspectives on topics important to them.
In 2024, the third year of the survey, Hubbell saw continued strong engagement with over 88% of Hubbell’s employees participating worldwide.
The feedback provided through Elevate is then used to create action plans at all of Hubbell’s locations.
In 2024, employees shared that they wanted to better understand Hubbell’s long term strategies and how their roles contribute.
Hubbell launched “Align 2027” for all employees in mid-2024.
This was an interactive learning experience where cross-functional teams locally or virtually worked through an exercise that brought to life Hubbell’s refreshed brand, Vision, Mission, Core Values, key markets, products, history and strategic objectives.
Employees were afforded time to connect and better understand how each of their roles fit together to better help Hubbell achieve a common purpose.
This experience was a demonstration of how Hubbell implements employee feedback from the Elevate survey into action.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| HUBBELL INCORPORATED *\- Form 10-K* | | | 9 | | |
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.
The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2024.
*Brand is part of the residential lighting business, which is part of the pending sale discussed above.
Hubbell has created a multi-year, enterprise-wide strategy dedicated to evolving our inclusive culture while addressing underrepresentation where it exists across our company.
As of December 31, 2023, 33% of our employees identify as female, and within the United States, 32% identify as female and 41% are racially diverse.
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.
In 2023, Hubbell again conducted an enterprise-wide employee survey, the Elevate Employee Experience Survey, to better understand the voices of our employees worldwide.
Elevate was the largest survey conducted by the Company and approximately 84% of Hubbell’s employees responded, providing insights that the Company developed into action plans to continue to drive employee engagement at the enterprise and local level.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated herein by reference to the section captioned “[Notes to Consolidated Financial Statements, Note 16 — Commitments and [removed: Contingencies](#i81bfd30e682442ebb9f0e1866f6e41a1_151)”] [added: Contingencies](#i492bc61140bd42db9fa86fd717677ce6_151)”] of this Form 10-K.
Cover and table of contents
27 rewritten, 6 added, 5 removed, 61 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]
[removed: ][added: ]
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June [removed: 30, 2023] [added: 28, 2024] was [removed: $17,689,392,767.*] [added: $19,516,681,705.*] The number of shares outstanding of Hubbell Common Stock as of February [removed: 1, 2024] [added: 6, 2025] is [removed: 53,626,956.][added: 53,667,674.]
Portions of the definitive proxy statement for the [removed: registrant's 2024] [added: registrant’s 2025] annual meeting of shareholders to be filed with the Securities and Exchange Commission (the “SEC”), are incorporated by reference in answer to Part III of this Form 10-K.
| [ITEM [removed: 1](#i81bfd30e682442ebb9f0e1866f6e41a1_13)] [added: 1](#i492bc61140bd42db9fa86fd717677ce6_13)] | | | [removed: [Business](#i81bfd30e682442ebb9f0e1866f6e41a1_13)] [added: [Business](#i492bc61140bd42db9fa86fd717677ce6_13)] | | | [removed: [3](#i81bfd30e682442ebb9f0e1866f6e41a1_13)] [added: [3](#i492bc61140bd42db9fa86fd717677ce6_13)] | | |
| [ITEM [removed: 1A](#i81bfd30e682442ebb9f0e1866f6e41a1_19)] [added: 1A](#i492bc61140bd42db9fa86fd717677ce6_19)] | | | [Risk [removed: Factors](#i81bfd30e682442ebb9f0e1866f6e41a1_19)] [added: Factors](#i492bc61140bd42db9fa86fd717677ce6_19)] | | | [removed: [9](#i81bfd30e682442ebb9f0e1866f6e41a1_19)] [added: [10](#i492bc61140bd42db9fa86fd717677ce6_19)] | | |
| [ITEM [removed: 1B](#i81bfd30e682442ebb9f0e1866f6e41a1_22)] [added: 1B](#i492bc61140bd42db9fa86fd717677ce6_22)] | | | [Unresolved Staff [removed: Comments](#i81bfd30e682442ebb9f0e1866f6e41a1_22)] [added: Comments](#i492bc61140bd42db9fa86fd717677ce6_22)] | | | [removed: [16](#i81bfd30e682442ebb9f0e1866f6e41a1_22)] [added: [17](#i492bc61140bd42db9fa86fd717677ce6_22)] | | |
| ITEM 1C | | | [removed: [Cybersecurity](#i81bfd30e682442ebb9f0e1866f6e41a1_25)] [added: [Cybersecurity](#i492bc61140bd42db9fa86fd717677ce6_25)] | | | [removed: [16](#i81bfd30e682442ebb9f0e1866f6e41a1_25)] [added: [17](#i492bc61140bd42db9fa86fd717677ce6_25)] | | |
| [ITEM [removed: 2](#i81bfd30e682442ebb9f0e1866f6e41a1_25)] [added: 2](#i492bc61140bd42db9fa86fd717677ce6_25)] | | | [removed: [Properties](#i81bfd30e682442ebb9f0e1866f6e41a1_549755815820)] [added: [Properties](#i492bc61140bd42db9fa86fd717677ce6_28)] | | | [removed: [17](#i81bfd30e682442ebb9f0e1866f6e41a1_549755815820)] [added: [18](#i492bc61140bd42db9fa86fd717677ce6_28)] | | |
| [ITEM [removed: 3](#i81bfd30e682442ebb9f0e1866f6e41a1_28)] [added: 3](#i492bc61140bd42db9fa86fd717677ce6_31)] | | | [Legal [removed: Proceedings](#i81bfd30e682442ebb9f0e1866f6e41a1_28)] [added: Proceedings](#i492bc61140bd42db9fa86fd717677ce6_31)] | | | [removed: [17](#i81bfd30e682442ebb9f0e1866f6e41a1_28)] [added: [18](#i492bc61140bd42db9fa86fd717677ce6_31)] | | |
| [ITEM [removed: 4](#i81bfd30e682442ebb9f0e1866f6e41a1_31)] [added: 4](#i492bc61140bd42db9fa86fd717677ce6_34)] | | | [Mine Safety [removed: Disclosures](#i81bfd30e682442ebb9f0e1866f6e41a1_31)] [added: Disclosures](#i492bc61140bd42db9fa86fd717677ce6_34)] | | | [removed: [17](#i81bfd30e682442ebb9f0e1866f6e41a1_31)] [added: [18](#i492bc61140bd42db9fa86fd717677ce6_34)] | | |
| [ITEM [removed: 5](#i81bfd30e682442ebb9f0e1866f6e41a1_37)] [added: 5](#i492bc61140bd42db9fa86fd717677ce6_40)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i81bfd30e682442ebb9f0e1866f6e41a1_37)] [added: Securities](#i492bc61140bd42db9fa86fd717677ce6_40)] | | | [removed: [18](#i81bfd30e682442ebb9f0e1866f6e41a1_37)] [added: [19](#i492bc61140bd42db9fa86fd717677ce6_40)] | | |
| [ITEM [removed: 6](#i81bfd30e682442ebb9f0e1866f6e41a1_40)] [added: 6](#i492bc61140bd42db9fa86fd717677ce6_43)] | | | [removed: [Reserved](#i81bfd30e682442ebb9f0e1866f6e41a1_40)] [added: [Reserved](#i492bc61140bd42db9fa86fd717677ce6_43)] | | | [removed: [20](#i81bfd30e682442ebb9f0e1866f6e41a1_40)] [added: [21](#i492bc61140bd42db9fa86fd717677ce6_43)] | | |
| [ITEM [removed: 7](#i81bfd30e682442ebb9f0e1866f6e41a1_43)] [added: 7](#i492bc61140bd42db9fa86fd717677ce6_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i81bfd30e682442ebb9f0e1866f6e41a1_43)] [added: Operations](#i492bc61140bd42db9fa86fd717677ce6_46)] | | | [removed: [21](#i81bfd30e682442ebb9f0e1866f6e41a1_43)] [added: [22](#i492bc61140bd42db9fa86fd717677ce6_46)] | | |
| [ITEM [removed: 7A](#i81bfd30e682442ebb9f0e1866f6e41a1_55)] [added: 7A](#i492bc61140bd42db9fa86fd717677ce6_58)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i81bfd30e682442ebb9f0e1866f6e41a1_55)] [added: Risk](#i492bc61140bd42db9fa86fd717677ce6_58)] | | | [removed: [40](#i81bfd30e682442ebb9f0e1866f6e41a1_55)] [added: [40](#i492bc61140bd42db9fa86fd717677ce6_58)] | | |
| [ITEM [removed: 8](#i81bfd30e682442ebb9f0e1866f6e41a1_58)] [added: 8](#i492bc61140bd42db9fa86fd717677ce6_61)] | | | [Financial Statements and Supplementary [removed: Data](#i81bfd30e682442ebb9f0e1866f6e41a1_58)] [added: Data](#i492bc61140bd42db9fa86fd717677ce6_61)] | | | [removed: [42](#i81bfd30e682442ebb9f0e1866f6e41a1_58)] [added: [42](#i492bc61140bd42db9fa86fd717677ce6_61)] | | |
| [ITEM [removed: 9](#i81bfd30e682442ebb9f0e1866f6e41a1_181)] [added: 9](#i492bc61140bd42db9fa86fd717677ce6_184)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i81bfd30e682442ebb9f0e1866f6e41a1_181)] [added: Disclosure](#i492bc61140bd42db9fa86fd717677ce6_184)] | | | [removed: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_181)] [added: [95](#i492bc61140bd42db9fa86fd717677ce6_184)] | | |
| [ITEM [removed: 9A](#i81bfd30e682442ebb9f0e1866f6e41a1_184)] [added: 9A](#i492bc61140bd42db9fa86fd717677ce6_187)] | | | [Controls and [removed: Procedures](#i81bfd30e682442ebb9f0e1866f6e41a1_184)] [added: Procedures](#i492bc61140bd42db9fa86fd717677ce6_187)] | | | [removed: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_184)] [added: [95](#i492bc61140bd42db9fa86fd717677ce6_187)] | | |
| [ITEM [removed: 9B](#i81bfd30e682442ebb9f0e1866f6e41a1_187)] [added: 9B](#i492bc61140bd42db9fa86fd717677ce6_190)] | | | [Other [removed: Information](#i81bfd30e682442ebb9f0e1866f6e41a1_187)] [added: Information](#i492bc61140bd42db9fa86fd717677ce6_190)] | | | [removed: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_187)] [added: [95](#i492bc61140bd42db9fa86fd717677ce6_190)] | | |
| [ITEM [removed: 9C](#i81bfd30e682442ebb9f0e1866f6e41a1_190)] [added: 9C](#i492bc61140bd42db9fa86fd717677ce6_193)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i81bfd30e682442ebb9f0e1866f6e41a1_190)] [added: Inspections](#i492bc61140bd42db9fa86fd717677ce6_193)] | | | [removed: [95](#i81bfd30e682442ebb9f0e1866f6e41a1_190)] [added: [95](#i492bc61140bd42db9fa86fd717677ce6_193)] | | |
| [ITEM [removed: 10](#i81bfd30e682442ebb9f0e1866f6e41a1_196)] [added: 10](#i492bc61140bd42db9fa86fd717677ce6_199)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i81bfd30e682442ebb9f0e1866f6e41a1_196)] [added: Governance](#i492bc61140bd42db9fa86fd717677ce6_199)] | | | [removed: [96](#i81bfd30e682442ebb9f0e1866f6e41a1_196)] [added: [96](#i492bc61140bd42db9fa86fd717677ce6_199)] | | |
| [ITEM [removed: 11](#i81bfd30e682442ebb9f0e1866f6e41a1_199)] [added: 11](#i492bc61140bd42db9fa86fd717677ce6_202)] | | | [Executive [removed: Compensation](#i81bfd30e682442ebb9f0e1866f6e41a1_199)] [added: Compensation](#i492bc61140bd42db9fa86fd717677ce6_202)] | | | [removed: [96](#i81bfd30e682442ebb9f0e1866f6e41a1_199)] [added: [96](#i492bc61140bd42db9fa86fd717677ce6_202)] | | |
| [ITEM [removed: 12](#i81bfd30e682442ebb9f0e1866f6e41a1_202)] [added: 12](#i492bc61140bd42db9fa86fd717677ce6_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i81bfd30e682442ebb9f0e1866f6e41a1_202)] [added: Matters](#i492bc61140bd42db9fa86fd717677ce6_205)] | | | [removed: [96](#i81bfd30e682442ebb9f0e1866f6e41a1_202)] [added: [96](#i492bc61140bd42db9fa86fd717677ce6_205)] | | |
| [ITEM [removed: 13](#i81bfd30e682442ebb9f0e1866f6e41a1_205)] [added: 13](#i492bc61140bd42db9fa86fd717677ce6_208)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i81bfd30e682442ebb9f0e1866f6e41a1_205)] [added: Independence](#i492bc61140bd42db9fa86fd717677ce6_208)] | | | [removed: [97](#i81bfd30e682442ebb9f0e1866f6e41a1_205)] [added: [97](#i492bc61140bd42db9fa86fd717677ce6_208)] | | |
| [ITEM [removed: 14](#i81bfd30e682442ebb9f0e1866f6e41a1_208)] [added: 14](#i492bc61140bd42db9fa86fd717677ce6_211)] | | | [Principal Accountant Fees and [removed: Services](#i81bfd30e682442ebb9f0e1866f6e41a1_208)] [added: Services](#i492bc61140bd42db9fa86fd717677ce6_211)] | | | [removed: [97](#i81bfd30e682442ebb9f0e1866f6e41a1_208)] [added: [97](#i492bc61140bd42db9fa86fd717677ce6_211)] | | |
| [ITEM [removed: 15](#i81bfd30e682442ebb9f0e1866f6e41a1_214)] [added: 15](#i492bc61140bd42db9fa86fd717677ce6_217)] | | | [Exhibits and Financial Statement [removed: Schedule](#i81bfd30e682442ebb9f0e1866f6e41a1_214)] [added: Schedule](#i492bc61140bd42db9fa86fd717677ce6_217)] | | | [removed: [98](#i81bfd30e682442ebb9f0e1866f6e41a1_214)] [added: [98](#i492bc61140bd42db9fa86fd717677ce6_217)] | | |
| [ITEM [removed: 1](#i81bfd30e682442ebb9f0e1866f6e41a1_8796093024155)6] [added: 1](#i492bc61140bd42db9fa86fd717677ce6_226)6] | | | [Form 10-K [removed: Summary](#i81bfd30e682442ebb9f0e1866f6e41a1_8796093024155)] [added: Summary](#i492bc61140bd42db9fa86fd717677ce6_226)] | | | [removed: [101](#i81bfd30e682442ebb9f0e1866f6e41a1_8796093024155)] [added: [101](#i492bc61140bd42db9fa86fd717677ce6_226)] | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [PART I](#i492bc61140bd42db9fa86fd717677ce6_10) | | | | | | [3](#i492bc61140bd42db9fa86fd717677ce6_10) | | |
| [PART II](#i492bc61140bd42db9fa86fd717677ce6_37) | | | | | | [19](#i492bc61140bd42db9fa86fd717677ce6_37) | | |
| [PART III](#i492bc61140bd42db9fa86fd717677ce6_196) | | | | | | [96](#i492bc61140bd42db9fa86fd717677ce6_196) | | |
| [PART IV](#i492bc61140bd42db9fa86fd717677ce6_214) | | | | | | [98](#i492bc61140bd42db9fa86fd717677ce6_214) | | |
| [SIGNATURES](#i492bc61140bd42db9fa86fd717677ce6_229) | | | | | | [102](#i492bc61140bd42db9fa86fd717677ce6_229) | | |
| [PART I](#i81bfd30e682442ebb9f0e1866f6e41a1_10) | | | | | | [3](#i81bfd30e682442ebb9f0e1866f6e41a1_10) | | |
| [PART II](#i81bfd30e682442ebb9f0e1866f6e41a1_34) | | | | | | [18](#i81bfd30e682442ebb9f0e1866f6e41a1_34) | | |
| [PART III](#i81bfd30e682442ebb9f0e1866f6e41a1_193) | | | | | | [96](#i81bfd30e682442ebb9f0e1866f6e41a1_193) | | |
| [PART IV](#i81bfd30e682442ebb9f0e1866f6e41a1_211) | | | | | | [98](#i81bfd30e682442ebb9f0e1866f6e41a1_211) | | |
| [SIGNATURES](#i81bfd30e682442ebb9f0e1866f6e41a1_223) | | | | | | [102](#i81bfd30e682442ebb9f0e1866f6e41a1_223) | | |
Item 1C. Cybersecurity
4 rewritten, 0 added, 1 removed, 36 unchanged
Hubbell recognizes the importance of maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our [removed: data.][added: data, networks and technology assets.]
Given the complexity and evolving nature of the cybersecurity threat landscape, Hubbell has a dedicated team of internal and external cybersecurity [removed: professionals] [added: professionals,] led by Hubbell’s Chief Information Security Officer [removed: (“CISO”)] [added: (“CISO”),] that regularly monitor alerts and meet to discuss threat levels, trends, and remediation.
| [removed: 16 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 17 | | |]
[added: We further conduct drills of our] incident response [added: plan to prepare incident response] teams and provide cybersecurity training and phishing simulations throughout the year via our enterprise learning management systems.
We further conduct drills of our incident response plan to prepare
Item 2. Properties
3 rewritten, 0 added, 0 removed, 1 unchanged
As of December 31, [removed: 2023,] [added: 2024,] Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.
The Utility Solutions segment operates 2 warehouse facilities and 31 manufacturing facilities globally, totaling approximately [removed: 5.2] [added: 5.3] million square feet.
The Electrical Solutions segment operates [removed: 7] [added: 6] warehouse facilities and 21 manufacturing facilities [removed: globally] [added: globally,] totaling approximately [removed: 4.8] [added: 4.1] million square feet.
Item 4. Mine Safety Disclosures
1 rewritten, 0 added, 0 removed, 6 unchanged
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 18] | | | [removed: 17] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13 rewritten, 15 added, 9 removed, 15 unchanged
The number of common shareholders of record on [removed: February 1, 2024] [added: January 31, 2025] was [removed: 1,140.][added: 1,054.]
In October [removed: 2023,] [added: 2024,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $1.12 to] $1.22 [added: to $1.32] per share per quarter.
The increased quarterly dividend payment commenced with the December [removed: 15, 2023] [added: 16, 2024] payment made to the shareholders of record on November [removed: 30, 2023.][added: 29, 2024.]
[removed: Purchases] [added: Issuer Purchases] of Equity Securities
On October 21, [removed: 2022] [added: 2022, we announced that] the Board of Directors [added: had] approved a [removed: new] share repurchase program [removed: (the "October 2022 program")] that authorized the repurchase of up to $300 million of common stock, which expires in October 2025.
On [removed: October 23, 2020] [added: February 12, 2025] the Board of Directors approved a [removed: share] [added: new stock] repurchase program [removed: (the "October 2020 program")] that authorized the repurchase of up to [removed: $300] [added: $500.0] million of common [removed: stock, which expired] [added: stock and expires] in [removed: October 2023.][added: February 2028.]
At December 31, [removed: 2023] [added: 2024] our remaining share repurchase authorization under [removed: the October 2022] [added: this] program was [removed: $300] [added: $260.0] million.
| [removed: 18] [added: 20] | | | HUBBELL INCORPORATED - *Form 10-K* | | |
The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2023,] [added: 2024,] with a cumulative total return on the (i) [removed: Standard & Poor’s MidCap 400 (“S&P MidCap 400”), (ii)] the S&P [removed: 500,] [added: 500 index] and [removed: (iii)] [added: (ii)] the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).
The comparison assumes $100 was invested on December 31, [removed: 2018] [added: 2019] in the Company’s Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.
Among Hubbell Incorporated, the S&P [removed: MidCap 400 Index, the S&P] 500 [removed: Index][added: Index and]
[removed: and the] [added: the] Dow Jones US Electrical Components & Equipment Index
[removed: ][added: ]
This new program is in addition to the remaining share repurchase authorization of $260.0 million under the October 21, 2022 program.
The following table summarizes the Company’s repurchase activity of common stock under the share repurchase program during the quarter ended December 31, 2024.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | | Total Number of Shares of Common Stock Purchased (000s)(1) | | | Average Price Paid Per Share of Common Stock | | | Total number of shares purchased as part of publicly announced plans (000s) | | | Approximate Value of Shares that May Yet be Purchased Under the Plans (in millions) | | |
| October 1, 2024 - October 31, 2024 | | | — | | | $ | — | | — | | | $ | 270.0 | |
| November 1, 2024 - November 30, 2024 | | | 23 | | | $ | 429.10 | | 23 | | | $ | 260.0 | |
| December 1, 2024 - December 31, 2024 | | | — | | | $ | — | | — | | | $ | 260.0 | |
| TOTAL FOR THE QUARTER ENDED DECEMBER 31, 2024 | | | 23 | | | $ | 429.10 | | 23 | | | $ | 260.0 | |
(1) The above share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted awards.
| | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | |
| Hubbell, Inc. | | | 100.00 | | | 108.90 | | | 147.66 | | | 169.88 | | | 241.91 | | | 311.89 | | |
| S&P 500 | | | 100.00 | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |
| Dow Jones US Electrical Components & Equipment | | | 100.00 | | | 120.75 | | | 151.36 | | | 124.87 | | | 159.56 | | | 213.20 | | |
| | | | | | | | | | | | | | | | | | | | | |
We currently have total authorization to repurchase up to $300 million of shares of our common stock.
There have been no repurchases under the October 2022 program.
The Company repurchased $30.0 million and $182.0 million of shares of Common Stock in 2023 and 2022, respectively, under the October 2020 program.
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 | | |
Item 6. [Reserved]
1 rewritten, 0 added, 0 removed, 2 unchanged
| [removed: 20 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 21 | | |]
Item 8. Financial Statements and Supplementary Data
606 rewritten, 170 added, 138 removed, 1,190 unchanged
| [Reports of [removed: Management](#i81bfd30e682442ebb9f0e1866f6e41a1_64)] [added: Management](#i492bc61140bd42db9fa86fd717677ce6_67)] | | | [removed: [43](#i81bfd30e682442ebb9f0e1866f6e41a1_64)] [added: [43](#i492bc61140bd42db9fa86fd717677ce6_67)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i81bfd30e682442ebb9f0e1866f6e41a1_67)] [added: Firm](#i492bc61140bd42db9fa86fd717677ce6_70)] (PCAOB ID 238) | | | [removed: [44](#i81bfd30e682442ebb9f0e1866f6e41a1_67)] [added: [44](#i492bc61140bd42db9fa86fd717677ce6_70)] | | |
| [Consolidated Statement of [removed: Income](#i81bfd30e682442ebb9f0e1866f6e41a1_70)] [added: Income](#i492bc61140bd42db9fa86fd717677ce6_73)] | | | [removed: [46](#i81bfd30e682442ebb9f0e1866f6e41a1_70)] [added: [46](#i492bc61140bd42db9fa86fd717677ce6_73)] | | |
| [Consolidated Statement of Comprehensive [removed: Income](#i81bfd30e682442ebb9f0e1866f6e41a1_73)] [added: Income](#i492bc61140bd42db9fa86fd717677ce6_76)] | | | [removed: [47](#i81bfd30e682442ebb9f0e1866f6e41a1_73)] [added: [47](#i492bc61140bd42db9fa86fd717677ce6_76)] | | |
| [Consolidated Balance [removed: Sheet](#i81bfd30e682442ebb9f0e1866f6e41a1_79)] [added: Sheet](#i492bc61140bd42db9fa86fd717677ce6_82)] | | | [removed: [48](#i81bfd30e682442ebb9f0e1866f6e41a1_79)] [added: [48](#i492bc61140bd42db9fa86fd717677ce6_82)] | | |
| [Consolidated Statement of Cash [removed: Flows](#i81bfd30e682442ebb9f0e1866f6e41a1_85)] [added: Flows](#i492bc61140bd42db9fa86fd717677ce6_88)] | | | [removed: [49](#i81bfd30e682442ebb9f0e1866f6e41a1_85)] [added: [49](#i492bc61140bd42db9fa86fd717677ce6_88)] | | |
| [Consolidated Statement of Changes in [removed: Equity](#i81bfd30e682442ebb9f0e1866f6e41a1_88)] [added: Equity](#i492bc61140bd42db9fa86fd717677ce6_91)] | | | [removed: [50](#i81bfd30e682442ebb9f0e1866f6e41a1_88)] [added: [50](#i492bc61140bd42db9fa86fd717677ce6_91)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i81bfd30e682442ebb9f0e1866f6e41a1_94)] [added: Statements](#i492bc61140bd42db9fa86fd717677ce6_97)] | | | [removed: [51](#i81bfd30e682442ebb9f0e1866f6e41a1_94)] [added: [51](#i492bc61140bd42db9fa86fd717677ce6_97)] | | |
| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#i81bfd30e682442ebb9f0e1866f6e41a1_226)] [added: II)](#i492bc61140bd42db9fa86fd717677ce6_232)] | | | [removed: [103](#i81bfd30e682442ebb9f0e1866f6e41a1_226)] [added: [103](#i492bc61140bd42db9fa86fd717677ce6_232)] | | |
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
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: 2023.][added: 2024.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which is included below within this Annual Report on Form 10-K.
We have audited the accompanying consolidated balance sheets of Hubbell Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item 15 (collectively referred to as the “consolidated financial statements”).
We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $2,533.4] [added: $2,500.8] million as of December 31, [removed: 2023.][added: 2024, of which a portion relates to a certain reporting unit.]
Management performs [removed: its] [added: the] goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments.
[removed: For all four of its reporting units, management] [added: The Company] 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] reporting units to their carrying [removed: values for both assessments.][added: values.]
Significant [removed: judgments] [added: judgment is] required [removed: by management] to estimate the fair value of reporting units [removed: include] [added: including] estimating future cash flows, determining appropriate discount rates and other assumptions, including assumptions about secular economic and market conditions.
The principal considerations for our determination that performing procedures relating to the [added: interim quantitative] goodwill impairment assessment for [removed: one of the reporting units subject to] a [removed: quantitative assessment] [added: certain reporting unit] is a critical audit matter are (i) the significant judgment by management when [removed: estimating] [added: developing] the fair value [added: estimate] of [removed: the] [added: a certain] reporting [removed: unit,] [added: unit] and (ii) [removed: the] [added: a] 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: operating expenses,] and [removed: the discount rate.][added: operating margin.]
These procedures included testing the effectiveness of controls relating to management’s [added: interim] quantitative goodwill impairment assessment, including controls over [removed: the estimation of] [added: developing] the fair value [added: estimate] of [removed: the] [added: a certain] reporting unit.
These procedures also included, among [removed: others,] [added: others] (i) testing management’s process for [removed: estimating] [added: developing] the fair value [added: estimate] of [removed: the] [added: a certain] 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: discounted cash flow model;] and (iv) evaluating the reasonableness of [added: the] significant assumptions used by management related to future sales growth, gross margin, [removed: operating expenses,] and [removed: the discount rate.][added: operating margin.]
Evaluating management’s assumptions related to [removed: the] future sales growth, gross margin, [removed: operating expenses,] and [removed: the discount rate] [added: operating margin] involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of [removed: the] [added: a certain] reporting [removed: unit,] [added: unit;] (ii) the consistency with [removed: industry] [added: external market] and [removed: third party data,] [added: industry data;] and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
| | | | [removed: Year Ended December 31,] | | | | | | [added: Year Ended December 31,] | | |
| (in millions, except per share amounts) | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |
| Net sales | | | $ | [removed: 5,372.9] [added: 5,628.5] | | $ | [removed: 4,947.9] [added: 5,372.9] | | $ | [removed: 4,194.1] [added: 4,947.9] | |
| Cost of goods sold | | | [removed: 3,484.8] [added: 3,724.4] | | | [removed: 3,476.3] [added: 3,484.8] | | | [removed: 3,042.6] [added: 3,476.3] | | |
| Gross profit | | | [removed: 1,888.1] [added: 1,904.1] | | | [removed: 1,471.6] [added: 1,888.1] | | | [removed: 1,151.5] [added: 1,471.6] | | |
| Selling & administrative expenses | | | [removed: 849.6] [added: 812.5] | | | [removed: 762.5] [added: 849.6] | | | [removed: 619.2] [added: 762.5] | | |
| Operating income | | | [removed: 1,038.5] [added: 1,091.6] | | | [removed: 709.1] [added: 1,038.5] | | | [removed: 532.3] [added: 709.1] | | |
| Loss on disposition of business (Note 4) | | | [removed: —] [added: (5.3)] | | | — | | | [removed: (6.9)] [added: —] | | |
| Pension charge (Note 12) | | | — | | | [removed: (7.0)] [added: —] | | | [removed: —] [added: (7.0)] | | |
| Interest expense, net | | | [removed: (36.7)] [added: (73.8)] | | | [removed: (49.6)] [added: (36.7)] | | | [removed: (54.7)] [added: (49.6)] | | |
| Other (expense) income, net | | | [removed: (18.5)] [added: (7.2)] | | | [removed: 4.5] [added: (18.5)] | | | [removed: 5.4] [added: 4.5] | | |
| Total other expense | | | [removed: (55.2)] [added: (86.3)] | | | [removed: (52.1)] [added: (55.2)] | | | [removed: (73.0)] [added: (52.1)] | | |
| Income from continuing operations before income taxes | | | [removed: 983.3] [added: 1,005.3] | | | [removed: 657.0] [added: 983.3] | | | [removed: 459.3] [added: 657.0] | | |
| Provision for income taxes | | | [removed: 217.3] [added: 221.8] | | | [removed: 140.2] [added: 217.3] | | | [removed: 88.2] [added: 140.2] | | |
| Net income from continuing operations | | | [removed: 766.0] [added: 783.5] | | | [removed: 516.8] [added: 766.0] | | | [removed: 371.1] [added: 516.8] | | |
| Less: Net income from continuing operations attributable to noncontrolling interest | | | [removed: (6.2)] [added: (5.7)] | | | [removed: (5.5)] [added: (6.2)] | | | [removed: (6.1)] [added: (5.5)] | | |
*Goodwill Impairment Assessment – Interim Quantitative Goodwill Impairment Assessment for a Certain Reporting Unit*
In July 2024, the Company internally reorganized certain businesses within the Electrical Solutions segment which resulted in a change in the Company’s reporting units within this segment.
As a result of the change in reporting units, management performed an interim goodwill impairment assessment during the third quarter of 2024, for the reporting units within the Electrical Solutions segment.
February 13, 2025
| Decrease (increase) in accounts receivable | | | 22.2 | | | (1.6) | | | (66.8) | | |
| Net income | | | — | | | — | | | 777.8 | | | — | | | 777.8 | | | 5.7 | | |
| BALANCE AT DECEMBER 31, 2024 | | | $ | 0.6 | | $ | 2.6 | | $ | 3,651.6 | | $ | (386.5) | | $ | 3,268.3 | | $ | 14.4 | |
The sale of the residential lighting business was completed in the first quarter of 2024.
The impairment testing resulted in implied fair values for each reporting unit that significantly exceeded such reporting unit’s carrying value, including goodwill.
The organizational changes described in Note 3 - Revenue resulted in a change in the Company’s reporting units within the Electrical Solutions segment.
As a result of the change in reporting units, the Company performed an interim goodwill impairment assessment during the third quarter of 2024, 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.
For this interim assessment, the Company elected to utilize the quantitative goodwill impairment testing process, as permitted in the accounting guidance, by comparing the estimated fair value of the reporting units to their carrying values.
The interim impairment testing resulted in implied fair values for each reporting unit that significantly exceeded such reporting unit’s carrying value, including goodwill.
The rollforward of the Company’s outstanding obligations confirmed as valid under the Payment Services Arrangements supplier finance program for the year ended December 31, 2024, is as follows:
| (in millions) | | | Year Ended December 31, 2024 | | |
| Confirmed obligations outstanding at the beginning of the period | | | $ | 101.3 | |
| Invoices confirmed during the period | | | 348.7 | | |
| Confirmed invoices paid during the period | | | (348.1) | | |
| Confirmed obligations outstanding at the end of the period | | | $ | 101.9 | |
The rollforward of the Company’s outstanding obligations confirmed as valid under the commercial card supplier finance program for the year ended December 31, 2024, is as follows:
| (in millions) | | | Year Ended December 31, 2024 | | |
| Confirmed obligations outstanding at the beginning of the period | | | $ | 2.0 | |
| Invoices confirmed during the period | | | 24.7 | | |
| Confirmed invoices paid during the period | | | (24.3) | | |
| Confirmed obligations outstanding at the end of the period | | | $ | 2.4 | |
The Company included the applicable disclosures within Note 21 - Industry Segments and Geographic Area Information.
The interim disclosures will be effective for the Company in 2025.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (DISE),” which requires additional disclosure of the nature of expenses included in the income statement.
The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.
The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
The requirements are required to be adopted prospectively with the option for retrospective application.
| (in millions) | | | | | | | | | 2022 | | |
Certain businesses require a portion of the transaction price to be paid in advance of transfer of control.
In January 2024, we internally reorganized certain businesses within our Utility Solutions segment, and in July 2024, we internally reorganized certain businesses within our Electrical Solutions segment.
Those re-organizations streamline the organization and align the organization to better serve our customers.
These changes had no impact to our reportable segments.
In conjunction with these changes, prior period amounts have been reclassified to conform to the current organizational structure.
In addition, the residential lighting business, included in the Retail and Builder section below, was sold in the first quarter of 2024.
| Grid Infrastructure | | | $ | 2,531.3 | | $ | 2,259.2 | | $ | 2,015.6 | | | | |
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.
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, 2023.
These entities accounted for 4% of the Company's total assets excluding intangibles and goodwill as of December 31, 2023 and less than 1% of the Company's net sales for the year then ended December 31, 2023.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded EI Electronics LLC, Indústria Eletromecânica Balestro Ltda.
and Northern Star Holdings from its assessment of internal control over financial reporting as of December 31, 2023 because they were acquired by the Company in purchase business combinations during 2023.
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.
and 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 collectively represent approximately 4% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.
*Goodwill Impairment Assessments – One of the Reporting Units Subject to a Quantitative Assessment*
Goodwill represents purchase price in excess of fair values of the underlying net assets of acquired companies.
Goodwill is subject to annual impairment testing.
If the estimated fair value of the 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 units, and determining the fair value of each reporting unit.
These cash flow estimates are derived from historical experience, third party end market data, and future long-term business plans, and include assumptions of future sales growth, gross margin, operating margin, terminal growth rate, and the application of an appropriate discount rate.
Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rate.
February 8, 2024
| Loss on extinguishment of debt (Note 13) | | | — | | | — | | | (16.8) | | |
| Provision for bad debt expense | | | 0.3 | | | 7.4 | | | 1.3 | | |
| Loss on extinguishment of debt | | | — | | | — | | | 16.8 | | |
| Increase in accounts receivable | | | (1.9) | | | (74.2) | | | (124.8) | | |
| Make whole payment for retirement of long-term debt | | | — | | | — | | | (16.0) | | |
| BALANCE AT DECEMBER 31, 2020 | | | $ | 0.6 | | $ | 4.9 | | $ | 2,393.7 | | $ | (329.2) | | $ | 2,070.0 | | $ | 15.4 | |
| Net income | | | — | | | — | | | 399.5 | | | — | | | 399.5 | | | 6.1 | | |
In 2022 we adopted Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832) *Disclosures by Business Entities about Government Assistance,* which requires footnote disclosure of assistance received from government entities.
In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
In December 2022, the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the temporary accounting rules under Topic 848 to December 31, 2024.
| | | | | | | | | | | | | | | |
| Utility T&D Components | | | $ | 2,457.3 | | $ | 2,218.8 | | $ | 1,679.8 | | | | |
| Utility Communications and Controls | | | 804.4 | | | 652.3 | | | 654.6 | | | | | |
| Electrical Products | | | 833.6 | | | 902.4 | | | 809.6 | | | | | |
| Connection and Bonding | | | 652.3 | | | 608.7 | | | 525.3 | | | | | |
| Industrial Controls | | | 438.2 | | | 337.7 | | | 257.8 | | | | | |
The ending balance of contract assets as of December 31, 2023 was $41.6 million.
The purchase accounting associated with the December 12, 2023 acquisition of System Controls is preliminary as of December 31, 2023.
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the respective date of acquisition for all of the Company's 2023 acquisitions (in millions):
| Inventories | | | 87.6 | | | | | |
| Goodwill | | | 614.7 | | | | | |
| Backlog | | | $ | 49.5 | | 3 | | |
| Total | | | $ | 604.2 | | | | |
An excerpt. Shown here: 40 of 606 rewritten, 40 of 170 added and 40 of 138 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
2 rewritten, 0 added, 4 removed, 4 unchanged
Management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] are included in Item 8 of this Annual Report on Form 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: 2023] [added: 2024] 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.
Because the Company has not yet fully incorporated the internal controls and procedures of the acquired entities into the Company's internal control over financial reporting, management excluded these business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.
These entities accounted for 4% of the Company's total assets excluding intangibles and goodwill as of December 31, 2023 and 1% of the Company's net sales for the year then ended December 31, 2023.
Item 9B. Other Information
0 rewritten, 1 added, 1 removed, 0 unchanged
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance
0 rewritten, 1 added, 0 removed, 0 unchanged
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 2025 annual meeting of shareholders.
Item 11. Executive Compensation
0 rewritten, 1 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s 2025 annual meeting of shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
6 rewritten, 3 added, 4 removed, 14 unchanged
The following table provides information as of December 31, [removed: 2023] [added: 2024] 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 [added: Not] Approved by [removed: Shareholders(a)] [added: Shareholders(b)] | | | [removed: 835] [added: 55] | | | [removed: (c)(d)] [added: (c)(f)] | | | [removed: $] [added: —] | [removed: 165.84] | | [removed: (e)] | | | [removed: 1,305] [added: 122] | | | (c) | | |
*(a)The Company’s [removed: (1) Stock Option Plan for Key Employees and (2)] 2005 Incentive Award Plan as amended and restated.*
For a [added: more detailed] 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: 2024] [added: 2025] annual meeting of shareholders.*
*(d)Includes approximately [removed: 130,000] [added: 183,000] performance share awards assuming a maximum payout target.
The remaining information required by this item is incorporated by reference to the subheading [removed: “Voting Rights and Security] [added: “Stock] Ownership [removed: of Certain Beneficial Owners and Management”] [added: Information”] of the definitive proxy statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders.
| Equity Compensation Plans Approved by Shareholders(a) | | | 672 | | | (c)(d) | | | $ | 198.12 | | (e) | | | 1,162 | | | (c) | | |
| TOTAL | | | 727 | | | | | | $ | 198.12 | | | | | 1,284 | | | | | |
The plan provides directors the opportunity to defer the payment of earned compensation that is later payable in the form of Common Stock.
| Equity Compensation Plans Not Requiring Shareholder Approval(b) | | | 54 | | | (c)(f) | | | — | | | | | | 124 | | | (c) | | |
| TOTAL | | | 889 | | | | | | $ | 165.84 | | | | | 1,429 | | | | | |
*(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 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 2024 annual meeting of shareholders.*
Item 13. Certain Relationships and Related Transactions and Director Independence
0 rewritten, 1 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference from our definitive proxy statement to be filed in connection with the Company’s 2025 annual meeting of shareholders.
Item 14. Principal Accountant Fees and Services
1 rewritten, 0 added, 1 removed, 6 unchanged
[removed: *(3)The] [added: 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: 2024] [added: 2025] annual meeting of [removed: shareholders.*][added: 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 2024 annual meeting of shareholders.*
Item 15. Exhibits and Financial Statement Schedule
41 rewritten, 1 added, 9 removed, 42 unchanged
| 3.1 | | | [Amended and Restated Certificate of Incorporation, as amended and restated as of December 23, [removed: 2015](http://www.sec.gov/Archives/edgar/data/48898/000119312515412157/d110579dex31.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/48898/000119312515412157/d110579dex31.htm)] | | | 8-A12B | | | 001-02958 | | | 3.1 | | | 12/23/2015 | | | | | |
| 3.2 | | | [Amended and Restated By-Laws of Hubbell [removed: Incorporated,](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm) [effective] [added: Incorporated, effective] February [removed: 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)] [added: 15, 2023](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm)] | | | 8-K | | | 001-02958 | | | 3.1 | | | 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.](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt) [](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt)[(successor] [added: 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/48898/000095012302006304/y61092exv4wa.txt)] [added: trustee](https://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.](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm) [](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm)[(successor] [added: 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, including the form of 3.625% Senior Notes due [removed: 2022](http://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/48898/000095012310106703/y87812exv4w2.htm)] | | | 8-K | | | 001-02958 | | | 4.2 | | | 11/17/2010 | | | | | |
| 4.3 | | | [Third Supplemental Indenture, dated as of March 1, 2016, 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/48898/000119312516488289/d151361dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/48898/000119312516488289/d151361dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.2 | | | 3/1/2016 | | | | | |
| 4.4 | | | [Form of 3.350% Senior Notes due [removed: 2026](http://www.sec.gov/Archives/edgar/data/48898/000119312516488289/d151361dex42.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/48898/000119312516488289/d151361dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.3 | | | 3/1/2016 | | | | | |
| 4.5 | | | [Fourth Supplemental Indenture, dated as of August 3, 2017, 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/48898/000119312517246965/d433279dex42.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/48898/000119312517246965/d433279dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.2 | | | 8/3/2017 | | | | | |
| 4.6 | | | [Form of 3.150% Senior Notes due [removed: 2027](http://www.sec.gov/Archives/edgar/data/48898/000119312517246965/d433279dex42.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/48898/000119312517246965/d433279dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.3 | | | 8/3/2017 | | | | | |
| 4.7 | | | [Fifth Supplemental Indenture, dated as of [removed: February](http://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm) [2,] [added: February 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.2 | | | 2/2/2018 | | | | | |
| 4.8 | | | [Form of 3.500% Senior Notes due [removed: 2028](http://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm)] [added: 2028](https://www.sec.gov/Archives/edgar/data/48898/000119312518030152/d516084dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.3 | | | 2/2/2018 | | | | | |
| 4.11 | | | [Description of Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231exx411.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231exx411.htm)] | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 4.11] | | | [added: 2/08/2024] | | | * | | |
| 10.1† | | | [Hubbell Incorporated Retirement Plan for Directors, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wi.htm)] [added: 2005](https://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10wi.htm)] | | | 10-Q | | | 001-02958 | | | 10i | | | 10/26/2007 | | | | | |
| 10.2† | | | [Hubbell Incorporated Deferred Compensation Plan for Directors, as amended and restated effective December 23, [removed: 2015](http://www.sec.gov/Archives/edgar/data/48898/000119312515413314/d110066dex44.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/48898/000119312515413314/d110066dex44.htm)] | | | POS AM | | | 333-206898 | | | 4.4 | | | 12/24/2015 | | | | | |
| 10.3† | | | [Hubbell Incorporated Executive Deferred Compensation Plan, as amended and restated effective January 1, [removed: 2016](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex105.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex105.htm)] | | | 10-K | | | 001-02958 | | | 10.5 | | | 2/18/2016 | | | | | |
| 10.4† | | | [Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10ww.htm)] [added: 2005](https://www.sec.gov/Archives/edgar/data/48898/000095012307014336/y41197exv10ww.htm)] | | | 10-Q | | | 001-02958 | | | 10w | | | 10/26/2007 | | | | | |
| 10.4(a)† | | | [Amendment, dated December 28, 2010, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wwwx1y.htm)] [added: 2005](https://www.sec.gov/Archives/edgar/data/48898/000095012311014739/y88495aexv10wwwx1y.htm)] | | | 10-K | | | 001-02958 | | | 10w(1) | | | 2/16/2011 | | | | | |
| 10.4(b)† | | | [Second Amendment, dated January 17, 2017, to Hubbell Incorporated Amended and Restated Top Hat Restoration Plan, as amended and restated effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex105b.htm)] [added: 2005](https://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex105b.htm)] | | | 10-K | | | 001-02958 | | | 10.5(b) | | | 2/16/2017 | | | | | |
| 10.5† | | | [Hubbell Incorporated Incentive Compensation Plan, adopted effective January 1, [removed: 2002](http://www.sec.gov/Archives/edgar/data/48898/000095012302002711/y57922ex10-z.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000095012302002711/y57922ex10-z.htm)] | | | 10-K | | | 001-02958 | | | 10z | | | 3/20/2002 | | | | | |
| 10.7† | | | [Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1007.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1007.htm)] | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.7] | | | [added: 2/8/2024] | | | * | | |
| 10.8† | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1008.htm) [Performance] [added: of Performance] Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1008.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1008.htm)] | | | | | | | | | | | | | | | * | | |
| 10.9† | | | [Form of Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated [removed: (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)] [added: (cliff)](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1009.htm)] | | | | | | | | | | | | | | | * | | |
| 10.10† | | | [Form of Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated [removed: (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1010.htm)] [added: (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1010.htm)] | | | | | | | | | | | | | | | * | | |
| 10.11† | | | [Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1011.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1011.htm)] | | | | | | | | | | | | | | | * | | |
| 10.12† | | | [Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, [removed: 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex1016.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/48898/000162828016011342/hubb-20151231xex1016.htm)] | | | 10-K | | | 001-02958 | | | 10.16 | | | 2/18/2016 | | | | | |
| 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, [removed: 2015](http://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex1014a.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/48898/000162828017001423/hubb-20161231xex1014a.htm)] | | | 10-K | | | 001-02958 | | | 10.14(a) | | | 2/16/2017 | | | | | |
| [removed: 10.17†] [added: 10.14†] | | | [Amended and 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 | | | | | |
| 10.18† | | | [removed: [Change] [added: [Amended and Restated Change] in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and [removed: Allan J. Connolly](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex102.htm)] [added: William R. Sperry](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm)] | | | 8-K | | | 001-02958 | | | [removed: 10.2] [added: 10.4] | | | 12/30/2022 | | | | | |
| [removed: 10.19†] [added: 10.15†] | | | [Change in Control Severance Agreement, dated as of July 1, 2023, between Hubbell Incorporated and Gregory A. [removed: Gumbs](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1019.htm)] [added: Gumbs](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1015.htm)] | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.19] | | | [added: 2/8/2024] | | | * | | |
| [removed: 10.20†] [added: 10.16†] | | | [Amended and Restated 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 | | | | | |
| [removed: 10.21†] [added: 10.17†] | | | [Change in Control Severance Agreement, dated as of July 1, 2023, between Hubbell Incorporated and Mark E. [removed: Mikes](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1021.htm)] [added: Mikes](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1017.htm)] | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.21] | | | [added: 2/8/2024] | | | * | | |
| [removed: 10.23] [added: 10.19] | | | [Credit Agreement dated as of January 31, 2018, among Hubbell Incorporated, Hubbell Power Holdings S.à r.l., Harvey Hubbell Holdings S.à r.l., the Lenders party hereto, the Issuing Banks party hereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/48898/000119312518026384/d519969dex992.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/48898/000119312518026384/d519969dex992.htm)] | | | 8-K | | | 001-02958 | | | 99.2 | | | 1/31/2018 | | | | | |
| [removed: 10.24] [added: 10.20] | | | [First Amendment, dated as of January 10, 2018, by and among Hubbell Incorporated, Hubbell Power Holdings S.à r.l., and Harvey Hubbell Holdings S.à r.l, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/48898/000119312518008982/d521765dex101.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/48898/000119312518008982/d521765dex101.htm)] | | | 8-K | | | 001-02958 | | | 10.1 | | | 1/11/2018 | | | | | |
| 21.1 | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex211.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex211.htm)] | | | | | | | | | | | | | | | * | | |
| 23.1 | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex231.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/48898/000162828024003792/hubb-20231231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex311.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/48898/000162828024003792/hubb-20231231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex312.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/48898/000162828024003792/hubb-20231231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex321.htm)] | | | | | | | | | | | | | | | | | |
| 32.2 | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex322.htm)] | | | | | | | | | | | | | | | | | |
| 97.1 | | | [Compensation Recovery Policy, effective December 1, 2023](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex971.htm) | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 97.1] | | | [added: 2/8/2024] | | | [removed: *] [added: 8-K] | | |
| 101 | | | The following materials from Hubbell [removed: Incorporated's] [added: Incorporated’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] 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. | | | | | | | | | | | | | | | * | | |
| 19.1 | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex191.htm) | | | | | | | | | | | | | | | * | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Number | | | Description | | | Form | | | File No. | | | Exhibit | | | Filing Date | | | Filed/ Furnished Herewith | | |
| 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 | | | | | |
| 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 | | | | | |
| 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 | | | | | |
| 10.22† | | | [Amended and Restated Change in Control Severance Agreement, dated as of December 29, 2022, between Hubbell Incorporated and William R. Sperry](https://www.sec.gov/Archives/edgar/data/48898/000119312522315484/d338344dex104.htm) | | | 8-K | | | 001-02958 | | | 10.4 | | | 12/30/2022 | | | | | |
| 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 | | | | | |
An excerpt. Shown here: 40 of 41 rewritten, all 1 added and all 9 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedule in the FY2024 filing and the FY2023 filing.
Item 16. FORM 10-K SUMMARY
13 rewritten, 5 added, 5 removed, 37 unchanged
| Date: | | | February [removed: 8, 2024] [added: 13, 2025] | | | | | | | | | | | |
| By | | | /s/ G. W. BAKKER G. W. Bakker | | | *Chairman of the Board, President and Chief Executive Officer* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ W. R. SPERRY W. R. Sperry | | | *Executive Vice President, Chief Financial Officer* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ J. M. DEL NERO J. M. Del Nero | | | *Vice President, Controller (Principal Accounting Officer)* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ C. M. CARDOSO C. M. Cardoso | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ D. L. DIAL D. L. Dial | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ A. J. GUZZI A. J. Guzzi | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ R. A. HERNANDEZ R. A. Hernandez | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ N. J. KEATING N. J. Keating | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ B. C. LIND B. C. Lind | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ J. F. MALLOY J. F. Malloy | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
| By | | | /s/ J. M. POLLINO J. M. Pollino | | | *Director* | | | [removed: 2/8/2024] [added: 2/13/2025] | | |
Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, [removed: 2021, 2022] [added: 2022, 2023] and [removed: 2023][added: 2024]
| By | | | /s/ G. J. ROCHOW G. J. Rochow | | | *Director* | | | 2/13/2025 | | |
*(1)As of February 13, 2025.*
| Year 2024 | | | | | | $ | 11.6 | | | | | $ | 1.3 | | | | | $ | (1.6) | | | | | | | | $ | 11.3 | |
| Year 2024 | | | | | | $ | 38.2 | | | | | $ | 356.7 | | | | | $ | (359.7) | | | | | | | | $ | 35.2 | |
| Year 2024 | | | | | | $ | 37.4 | | | | | $ | (0.6) | | | | | $ | (2.7) | | | | | | | | $ | 34.1 | |
| By | | | /s/ J. G. RUSSELL J. G. Russell | | | *Director* | | | 2/8/2024 | | |
*(1)As of February 8, 2024.*
| Year 2021 | | | | | | $ | 10.6 | | | | | $ | 2.0 | | | | | $ | (2.0) | | | | | | | | $ | 10.6 | |
| Year 2021 | | | | | | $ | 31.9 | | | | | $ | 296.5 | | | | | $ | (293.7) | | | | | | | | $ | 34.7 | |
| Year 2021 | | | | | | $ | 29.5 | | | | | $ | 3.1 | | | | | $ | — | | | | | | | | $ | 32.6 | |