Hubbell (HUBB) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A26 rewritten19 added15 removed178 unchanged
All filing items1,008 rewritten550 added344 removed2,002 unchanged
Summary
counted, not written
- Item 1A lists 25 risk factor headings: 3 new, 3 reworded and 19 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 550 added, 344 removed, 1,008 rewritten and 2,002 unchanged across 21 items that differ.
New Item 1A headings (3)
- We may fail to realize all of the anticipated benefits of the acquisitions of Alliance USAcqCo 2, Inc. ("Ventev"), Nicor, Inc. ("Nicor"), Power Rose Acquisition, Inc. (and together with its subsidiaries, "DMC Power") and Northern Star Holdings, Inc. ("Systems Control") or those benefits may take longer to realize than expected.
- Evolving international tax frameworks may adversely affect our global tax position.
- Given the interpretive and evolving nature of tax laws, actual tax payments may differ from those currently recorded.
Removed Item 1A headings (3)
- We may fail to realize all of the anticipated benefits of the Acquisition of Systems Control or those benefits may take longer to realize than expected.
- Changes in tax law relating to multinational corporations could adversely affect our tax position.
- Because tax laws and regulations are subject to interpretation, uncertainty, and change, tax payments may ultimately differ from amounts currently recorded by the Company.
Reworded Item 1A headings (3)
- We may not be able to successfully implement initiatives, including our [added: continuing] restructuring activities that improve productivity and streamline operations to control or reduce costs.
- We are subject to risks surrounding our information technology systems and industrial controls systems failures, [added: and the use of emerging technologies, including artificial intelligence, as well as,] network disruptions, breaches in data security and compliance with data privacy laws or regulations.
- Our business and results of operations may be materially adversely
[removed: effected][added: affected] by compliance with import and export laws.
A heading is new when no FY2024 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 FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
26 rewritten, 19 added, 15 removed, 178 unchanged
[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 [removed: materials and] [added: materials,] components [added: and logistics and supply chain matters] when necessary.
Our international operations accounted for approximately [removed: 8%] [added: 7%] of our Net sales in [removed: 2024.][added: 2025.]
As [removed: such] [added: such,] in periods of rising demand for these materials, we [removed: my] [added: may] experience both [removed: increase] [added: increased] costs and limited supply.
As of December 31, [removed: 2024,] [added: 2025,] the net carrying value of our goodwill and other intangible assets totaled approximately [removed: $3,581] [added: $4,455] million.
We may fail to realize all of the anticipated benefits of the [removed: Acquisition] [added: acquisitions] of [removed: Systems Control] [added: Alliance USAcqCo 2, Inc. ("Ventev"), Nicor, Inc. ("Nicor"), Power Rose Acquisition, Inc. (and together with its subsidiaries, "DMC Power") and Northern Star Holdings, Inc. ("Systems Control")] or those benefits may take longer to realize than expected.
The full benefits of the [removed: acquisition] [added: acquisitions] of [added: Ventev, Nicor, DMC Power and] Systems 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 [removed: acquisition] [added: acquisitions] of [added: Ventev, Nicor, DMC Power and] Systems Control could adversely affect our results of operations or cash flows and decrease or delay the expected accretive effects of the [removed: acquisition] [added: acquisitions] of [added: Ventev, Nicor, DMC Power and] Systems Control.
We may not be able to successfully implement initiatives, including our [added: continuing] restructuring activities that improve productivity and streamline operations to control or reduce costs.
We are subject to risks surrounding our information technology systems and industrial controls systems failures, [added: and the use of emerging technologies, including artificial intelligence, as well as,] network disruptions, breaches in data security and compliance with data privacy laws or regulations.
Likewise, a customer’s failure to properly configure its own network [removed: are] [added: is] outside of the Company’s control and could result in a failure in functionality or security of our technology.
For example, the European Union’s [removed: implementation of the] General Data Protection [removed: Regulation in 2018,] [added: Regulation,] the European Union’s pending ePrivacy Regulation and the implementation of the ePrivacy Directive by the various European Union member states, and California’s [removed: implementation of its] Consumer Privacy Act of 2018 and Connected Device Privacy Act of 2018, as well as data privacy statutes implemented by other states, could all disrupt our ability to sell products and solutions or use and transfer data because such activities may not be in compliance with applicable law in certain jurisdictions.
We have continued to work on improving our utilization of our enterprise resource planning system, expanding standardization of business processes and performing implementations at our remaining businesses, as well as acquired [removed: businesses, for example, the implementation of our enterprise resource planning system in 2024 at Aclara.][added: businesses.]
We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 41%] [added: 42%] of our Net sales.
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, [removed: Mexico and] [added: Mexico,] China, and [added: in Europe 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 [removed: agreements,] [added: agreements] or [added: regulations, or] the escalation of trade tensions between the United States and other countries [added: or regions] could adversely impact our business, financial condition and results of operations.
The U.S. [removed: has] also announced new tariffs on foreign steel and aluminum, [removed: with such tariffs taking] [added: which took] effect in [removed: early March.][added: March 2025.]
These and other changes in [removed: the] U.S. trade policy, [added: and] 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 business, financial condition and results of [removed: operation.][added: operations.]
We [removed: rely on materials,] [added: utilize materials (such as steel, aluminum and copper),] components and finished [removed: goods, such as steel and aluminum,] [added: goods] that are sourced from or manufactured in foreign countries, including [added: Canada,] China, Mexico and [removed: those] [added: countries] in Europe.
Changes in U.S. trade policy have resulted [removed: and could] [added: in trade policy responses from other countries (and may] result in additional [removed: reactions from U.S. trading partners,] [added: ones in the future),] including [removed: adopting responsive] [added: the adoption of reciprocal] trade policies [removed: making] [added: that could make] it more difficult or costly for us to export our products or import goods and materials from those countries.
These measures could also result in increased costs for goods imported into the U.S. or may lead to disruptions in the supply of [removed: good] [added: goods] and materials that [added: could] cause us to adjust our worldwide supply chain.
[removed: Either of these] [added: This] could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.
[removed: In recent years, various] [added: Various] countries, and regions, including, without limitation, [added: Canada,] China, Mexico, [removed: Canada] and Europe, have announced plans or intentions to impose or have imposed [added: reciprocal] tariffs on a wide range of U.S. products in retaliation for [removed: new] [added: the recent] U.S. tariffs.
We cannot predict future trade policy or the terms of any renegotiated trade agreements and their [removed: impacts] [added: impact] on our business.
Our business and results of operations may be materially adversely [removed: effected] [added: affected] by compliance with import and export laws.
Even if we successfully defend against claims of infringement, we may incur significant costs that could adversely affect our results of operations, financial condition and cash [removed: flow.][added: flows.]
Advancements in, and increased adoption of, artificial intelligence (AI), machine learning, automation, and other advanced technologies may result in a long-term competitive disadvantage.
Although, we continuously evaluate and utilize technologies that are appropriate for our business, there can be no assurance that such technologies will result in improved operational efficiencies, cost reductions, or other anticipated benefits.
In addition, Hubbell is increasingly evaluating, developing, or utilizing artificial intelligence (“AI”), including machine learning, automation, and data‑driven analytics technologies, whether internally, embedded in third‑party software products, or integrated into customer‑facing solutions.
The use of AI technologies introduces additional risks related to system reliability, data integrity, transparency, governance, and security.
AI‑enabled systems may also increase the Company’s exposure to cybersecurity, data privacy, and intellectual property risks.
Evolving international tax frameworks may adversely affect our global tax position.
Governments worldwide and the Organisation for Economic Co-operation and Development (“OECD”) continue to advance extensive changes to the taxation of multinational enterprises, including global minimum tax rules under the OECD's Pillar Two initiative to address perceived tax abuse and inconsistencies between tax jurisdictions.
As a result, countries in which we operate are at various stages of adopting and interpreting these rules, creating, uncertainty, in the application of new requirements.
As jurisdictions implement these measures potentially with retroactive effect our effective tax rate, cash taxes, and financial results could be materially impacted.
Given the interpretive and evolving nature of tax laws, actual tax payments may differ from those currently recorded.
The U.S. Congress and the Treasury Department regularly consider modifications to corporate taxation, including adjustments to tax rates, deductive limitations, cross-border tax provisions, and administrative guidance.
The nature and outcome of potential changes are uncertain.
Tax authorities in many jurisdictions continue to intensify enforcement efforts and adopt new rules intended to counter perceived tax avoidance practices by multinational companies.
These responses may include changes to transfer‑pricing standards, withholding tax rules, and anti‑base‑erosion measures.
Resulting disputes, assessments, or requirements to revise our global tax arrangements could increase our tax obligations or compliance costs.
While we estimate tax provisions based on our assessment of ongoing audits, actual outcomes may differ and could adversely impact our results, financial condition, or cash flows.
Additionally, in 2025, the U.S. announced a series of significant new tariffs to be imposed on goods from a broad set of countries, including, but not limited to, Canada, China, Mexico, European Union member states and various other countries around the world.
Moreover, delays or other exceptions to the implementation of these new tariffs has increased, and may continue to increase uncertainty and impose obstacles to developing plans to mitigate the adverse effects of these trade actions.
Accordingly, the recent trade actions by the U.S. and the widespread uncertainty and international tensions resulting therefrom, including, without limitation, the effect on the value of the U.S. dollar relative to other currencies, may adversely affect demand for our products, disrupt our supply chains, increase manufacturing costs and adversely affect our revenues, costs of sales and production volumes, any of which could materially and adversely harm our business, financial condition and results of operations.
We may face increased competition due to the rapid development and rising use of artificial intelligence (AI) and machine learning technologies.
Failure to adopt and incorporate such technologies to improve productivity, manufacturing technology or support functional teams may put us at a long-term competitive disadvantage.
Changes in tax law relating to multinational corporations could adversely affect our tax position.
Government agencies and the Organisation for Economic Co-operation and Development (“OECD”) have focused on issues related to the taxation of multinational corporations.
One example is in the area of “base erosion and profit shifting,” for which the OECD has released several components of its comprehensive plan that have been adopted and expanded by many taxing authorities to address perceived tax abuse and inconsistencies between tax jurisdictions.
As a result, the tax laws and policies in countries in which we do business could change on a prospective or retroactive basis, and any such changes, including any changes 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 interpretation, uncertainty, and change, tax payments may ultimately differ from amounts currently recorded by the Company.
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 are subject to ongoing tax audits in various jurisdictions.
Tax authorities may disagree with certain positions we have taken and assess additional taxes.
We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provisions.
However, there can be no assurance that we will accurately predict the outcomes of these audits, and the future outcomes of these audits could adversely affect our results of operations, financial condition and cash flows.
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 further raised the possibility of new tariffs on imports from additional countries, including those in Europe.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
182 rewritten, 164 added, 54 removed, 384 unchanged
This section of this Form 10-K generally discusses [added: 2025,] 2024 and 2023 items and year-to-year comparisons between [added: 2025 and] 2024 and [added: between 2024 and] 2023.
The Company employed approximately [removed: 17,700] [added: 18,000] individuals worldwide as of December 31, [removed: 2024.][added: 2025.]
Our strategy to deliver products through a competitive cost structure has resulted in [removed: past and] [added: an] ongoing [added: program of] restructuring and related activities.
Our goal is to have pricing and productivity programs that offset [removed: material and other inflationary] [added: the impact of] cost increases as well as pay for investments in key growth areas.
Our sales are [removed: also] subject to market conditions that may cause customer demand for our products to be volatile.
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 40] | | | [removed: 23] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
Within these segments, Hubbell serves customers in [removed: several primary] end [removed: markets: utility distribution, utility transmission and] [added: markets that include] utility [added: transmission,] substation [added: and distribution markets, data center and industrial markets,] as well as [removed: industrial] [added: markets for utility meters] and [removed: non-residential.][added: grid protection and controls, non-residential, telecom and gas distribution products.]
Unless specified otherwise, all comparisons of [added: 2025 results are with] 2024 [added: results, and all comparisons of 2024] results are with 2023 results.
In [removed: 2024,] [added: 2025,] Net sales increased by [removed: 4.7%] [added: 3.8%] or [removed: $256] [added: $216] million and organic Net sales(1) increased by [removed: $2] [added: $186] million on favorable price realization [removed: partially offset by lower] [added: and higher unit] volumes, as further discussed in segment results below.
Operating margin increased in [removed: 2024,] [added: 2025,] by [removed: 10] [added: 130] basis points and adjusted operating margin(1) increased by [removed: 90] [added: 80] basis points, driven by favorable price [removed: realization, productivity] [added: realization] and [removed: cost management.][added: improved operational productivity.]
Those increases were partially offset by material and other cost [removed: inflation and lower unit volume.][added: inflation, including tariff expense.]
Net income [removed: from continuing operations] attributable to Hubbell increased by [removed: 2.4%] [added: 13.9%] in [removed: 2024] [added: 2025] compared to the prior year and diluted earnings per share [removed: from continuing operations] increased by [removed: 2.3%.][added: 14.9%.]
Adjusted net income [removed: from continuing operations] attributable to Hubbell(1) increased by [removed: 8.1%] [added: 8.8%] in [removed: 2024] [added: 2025] compared to the prior year and adjusted diluted earnings per [removed: share from continuing operations(1)] [added: share(1)] increased by [removed: 8.1%] [added: 9.8%] in [removed: 2024.][added: 2025.]
[removed: Operating] [added: as compared to $991.2 million in the prior year and free] cash [removed: flow was higher] [added: flow(2) increased] in [removed: 2024 at $991.2] [added: 2025 to $874.7] million as compared to [removed: $880.8] [added: $810.8] million in the prior year.
In [removed: 2024] [added: 2025] we paid [removed: $267.3] [added: $286.6] million in shareholder dividends, an increase of [removed: 8.9%] [added: 7.2%] as compared to the prior year.
[removed: We] [added: In 2025 we] also invested [removed: $180.4] [added: $958.3] million [added: in acquisitions within high growth markets, made $155.1 million] of capital expenditures [removed: in] [added: supporting] footprint optimization, automation and productivity initiatives, and repurchased [removed: $40.0] [added: $225.0] million of [removed: shares in 2024.][added: shares.]
(1) Organic Net sales, adjusted operating margin, adjusted net income [removed: from continuing operations] attributable to Hubbell and adjusted diluted earnings per share [removed: from continuing operations] are non-GAAP financial measures.
| | | | For the Year Ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]
| | | | [added: 2025 | | | % of Net sales | | |] 2024 | | | % of Net sales | | | 2023 | | | % of Net sales | | | | | | | | | | | | | | | | | |
| Net sales | | | $ | [added: 5,844.6 | | | | | $ |] 5,628.5 | | | | | $ | 5,372.9 | | | | | | | | | | | | | | | | | | | |
| Selling & administrative expenses | | | [added: 855.3 | | | 14.6 | | % |] 812.5 | | | [removed: 14.4] [added: 14.5] | | % | 849.6 | | | 15.8 | | % | | | | | | | | | | | | | | | |
| Less: Net income [removed: from continuing operations] attributable to noncontrolling interest | | | [added: (4.8) | | | (0.1) | | % |] (5.7) | | | (0.1) | | % | (6.2) | | | (0.1) | | % | | | | | | | | | | | | | | | |
| Net income attributable to Hubbell Incorporated | | | [removed: 777.8] [added: 887.1] | | | [added: 15.2 | | % | 779.0 | | |] 13.8 | | % | [removed: 759.8] [added: 751.4] | | | [removed: 14.1] [added: 14.0] | | % | | | | | | | | | | | | | | | |
| Less: Earnings allocated to participating securities | | | (1.5) | | | | | | [added: (1.5) | | | | | |] (1.8) | | | | | | | | | | | | | | | | | | | | |
| Net income available to common shareholders | | | $ | [removed: 776.3] [added: 885.6] | | | | | $ | [removed: 758.0] [added: 777.5] | | | | | [added: $] | [added: 749.6] | | | | | | | | | | | | | | [added: | | | | | |]
| Average number of diluted shares outstanding | | | [added: 53.5 | | | | | |] 54.0 | | | | | | 54.0 | | | | | | | | | | | | | | | | | | | | |
| DILUTED EARNINGS PER [removed: SHARE - DISCONTINUED OPERATIONS] [added: SHARE] | | | $ | [removed: —] [added: 16.54] | | | | | $ | [removed: —] [added: 14.39] | | | | | [added: $] | [added: 13.89] | | | | | | | | | | | | | | [added: | | | | | |]
Significant items impacting [removed: comparability:][added: comparability comprise the following:]
The [removed: size of] acquisition and [removed: divestiture actions taken] [added: integration of DMC Power resulted in significant transaction and integration costs, and the acquisitions and disposition completed] by the Company in the fourth quarter of 2023 [removed: has] resulted in a significant increase in [removed: these] [added: transaction, integration and separation] costs.
As a result, we believe excluding [added: such] costs relating to these [removed: fourth quarter] transactions provides useful and more comparable information [removed: to] [added: for] investors to better assess our operating [removed: performance.][added: performance from period to period.]
[removed: Our adjusted operating measures exclude] [added: The Company believes excluding] these gains or losses [removed: because we believe excluding them enhances management’s] [added: will enhance management's] and [removed: investors’] [added: investors'] ability to analyze underlying business performance and [removed: facilitates] [added: facilitate] 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 [removed: on the sale of the residential lighting business,] [added: relating to that transaction,] primarily driven by differences between book and tax basis in goodwill.
[removed: That loss] [added: Those losses] and the related income tax expense are excluded from our adjusted operating measures.
The intangible assets associated with our business acquisitions arise from the allocation of the purchase price using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations.” These assets consist primarily of customer relationships, developed technology, trademarks and tradenames, and patents, as reported in Note [removed: 7] [added: 6] – Goodwill and Other Intangible Assets, under the heading “Total Definite-Lived Intangibles” within the Notes to Consolidated Financial Statements.
Refer to the reconciliation of non-GAAP measures presented [removed: below,] [added: below and] Note [removed: 4] [added: 3] – Business Acquisitions and [removed: Dispositions,] [added: Dispositions to the Consolidated Financial Statements] for additional information.
When comparing Net sales growth between [removed: periods] [added: periods,] excluding the effects of acquisitions, business dispositions and currency exchange rates, those effects are different when comparing results for different periods.
| | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]
| | | | [added: 2025 | | | % of Net sales | | |] 2024 | | | % of Net sales | | | 2023 | | | % of Net sales | | | | | | | | | | | | | | |
| Operating income (GAAP measure) | | | $ | [removed: 1,091.6 | | 19.4 |] [added: 789.9] | [removed: %] | $ | [removed: 1,038.5 | | 19.3 | | % | | | | | | | | | | |] [added: 731.8] | |
| Amortization of acquisition-related intangible assets | | | [added: 109.6 | | | 1.9 | | % |] 127.3 | | | 2.3 | | % | 76.8 | | | 1.4 | | % | | | | | | | | | | | | |
In 2025 we invested $958 million in acquisitions that meet these objectives.
Refer to Note 3 - Business Acquisitions and Dispositions in the Notes to Consolidated Financial Statements for further details on these acquisitions.
Our cost structure may be subject to material and production cost increases from inflationary periods within the U.S. and global economies, and from trade and other tensions.
In particular, we have been subject to recent periods of inflationary pressure in the global economy and also subject to cost increases as a result of tariff and other material cost increases from trade actions by the U.S. and other countries.
Our pricing and productivity programs are intended to mitigate the risk to our operating margins related to these inflationary pressures and cost increases as a result of tariffs.
Refer to our risk factor; 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 for additional information.
In the second quarter of 2025, the Company elected to change its method of accounting for certain inventories in the United States from the last-in, first out (LIFO) method to the first-in, first out (FIFO) method.
The change to the FIFO method of accounting for these inventories is preferable because it provides better matching of costs and revenues, conforms the Company's inventory to a single method of accounting and improves comparability with the Company's peers.
To provide historical information on a basis consistent with the change to FIFO, the Company has recast certain historical financial information to conform to the updated method of inventory accounting.
The recast financial information does not represent a restatement of previously issued financial statements.
Refer to Note 1 – Significant Accounting Policies within the Notes to Consolidated Financial Statements for additional information.
Operating cash flow increased in 2025 to $1,029.8 million.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost of goods sold | | | 3,780.5 | | | 64.7 | | % | 3,722.9 | | | 66.1 | | % | 3,495.9 | | | 65.1 | | % | | | | | | | | | | | | | | | |
| Gross profit | | | 2,064.1 | | | 35.3 | | % | 1,905.6 | | | 33.9 | | % | 1,877.0 | | | 34.9 | | % | | | | | | | | | | | | | | | |
| Operating income | | | 1,208.8 | | | 20.7 | | % | 1,093.1 | | | 19.4 | | % | 1,027.4 | | | 19.1 | | % | | | | | | | | | | | | | | | |
| Net income | | | 891.9 | | | 15.3 | | % | 784.7 | | | 13.9 | | % | 757.6 | | | 14.1 | | % | | | | | | | | | | | | | | | |
In the second quarter of 2025 the Company recognized a $0.4 million pre-tax loss on the disposition of a product line in the Electrical Solutions segment.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income (GAAP measure) | | | $ | 1,208.8 | | 20.7 | | % | $ | 1,093.1 | | 19.4 | | % | $ | 1,027.4 | | 19.1 | | % | | | | | | | | | | | | |
| | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income attributable to Hubbell Incorporated (GAAP measure) | | | $ | 887.1 | | $ | 16.54 | | $ | 779.0 | | $ | 14.39 | | $ | 751.4 | | $ | 13.89 | | | | | | | | | | |
| Subtotal | | | $ | 1,004.1 | | 18.75 | | | $ | 925.4 | | 17.12 | | | $ | 841.7 | | 15.56 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | |
Net sales of $5,844.6 million in 2025 increased by $216.1 million, or 3.8%, compared to 2024.
Organic net sales increased by 3.3% driven by a low single digit percentage increase in price realization, and a low single digit percentage increase in unit volumes.
Acquisitions net of divestitures contributed 0.6% to net sales growth.
As a percentage of net sales, cost of goods sold decreased by 140 basis points to 64.7% and gross profit margin expanded to 35.3% in 2025.
The increase in gross profit margin includes approximately four percentage points of margin expansion driven by favorable price realization, improved operational productivity, and lower acquisition-related intangible amortization expense, which was partially offset by three points of margin contraction due to material and other cost inflation, including tariff expense.
Selling and administrative expense in 2025 was $855.3 million and increased by $42.8 million compared to the prior year.
This increase was driven by higher acquisition-related intangible amortization expense and the selling and administration expense added by our 2025 acquisitions, as well as and higher employee compensation and benefits, partially offset by lower transaction, integration and separation costs as compared to the prior year.
Selling and administrative expense as a percentage of Net sales increased by 10 basis points to 14.6% in 2025.
Total other expense increased by $3.4 million in 2025 to $89.7 million compared to the prior year.
That increase is primarily due TSA income in 2024 related to the disposal of the residential lighting business that did not repeat in 2025, higher non-service pension costs in the current year, and the impact of foreign currency exchange.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form-10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on February 8, 2024.
Our acquisition strategy also provides the opportunity to advance our revenue growth objectives during periods of weakness or inconsistency in our end-markets.
Productivity improvement also continues to be a key area of focus for the Company and efforts to drive productivity complement our restructuring and related activities to minimize the impact of rising material costs and other administrative cost inflation.
Productivity programs affect virtually all functional areas within the Company by reducing or eliminating waste and improving processes.
We continue to expand our efforts related to global product and component sourcing and supplier cost reduction programs.
Value engineering efforts, product transfers and the use of lean process improvement techniques are expected to continue to increase manufacturing efficiency.
In addition, we continue to build upon the benefits of our enterprise resource planning system across all functions.
Since early 2021, we have experienced significant inflationary pressure across much of our business.
As a result, we have taken various pricing actions to cover the higher costs and to protect our profitability.
Although inflation has moderated considerably since its high point in 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 products, and cause the continuation of relatively high market interest rates that increase our borrowing costs.
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.
Discontinued Operations
On February 1, 2022, the Company completed the sale of the Commercial and Industrial Lighting business (the “C&I Lighting business”) to GE Current, a Daintree Company.
The disposal of the C&I Lighting business met the criteria set forth in ASC 205-20 to be presented as a discontinued operation.
The C&I Lighting businesses’ results of operations and the related cash flows have been reclassified to income from discontinued operations in the Consolidated Statements of Income and cash flows from discontinued operations in the Consolidated Statement of Cash Flows, respectively, for all periods presented.
For additional information regarding this transaction and its effect on our financial reporting, see Note 2 – Discontinued Operations, in the accompanying Consolidated Financial Statements, which note is incorporated herein by reference.
Free cash flow(2) was higher in 2024 at $810.8 million as compared to $715.1 million in the prior year.
| Cost of goods sold | | | 3,724.4 | | | 66.2 | | % | 3,484.8 | | | 64.9 | | % | | | | | | | | | | | | | | | |
| Gross profit | | | 1,904.1 | | | 33.8 | | % | 1,888.1 | | | 35.1 | | % | | | | | | | | | | | | | | | |
| Operating income | | | 1,091.6 | | | 19.4 | | % | 1,038.5 | | | 19.3 | | % | | | | | | | | | | | | | | | |
| Net income from continuing operations | | | 783.5 | | | 13.9 | | % | 766.0 | | | 14.2 | | % | | | | | | | | | | | | | | | |
| Net Income From Continuing Operations Attributable to Hubbell Incorporated | | | 777.8 | | | 13.8 | | % | 759.8 | | | 14.1 | | % | | | | | | | | | | | | | | | |
| Income from discontinued operations, net of tax | | | — | | | — | | % | — | | | — | | % | | | | | | | | | | | | | | | |
| DILUTED EARNINGS PER SHARE - CONTINUING OPERATIONS | | | $ | 14.37 | | | | | $ | 14.05 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income from continuing operations attributable to Hubbell Incorporated (GAAP measure) | | | $ | 777.8 | | $ | 14.37 | | $ | 759.8 | | $ | 14.05 | | | | | | | | | | |
| Subtotal | | | $ | 924.2 | | $ | 17.10 | | $ | 850.1 | | $ | 15.72 | | | | | | | | | | |
| Average number of diluted shares outstanding | | | 54.0 | | | | | | 54.0 | | | | | | | | | | | | | | |
| Adjusted diluted earnings per share from continuing operations | | | $ | 16.57 | | | | | $ | 15.33 | | | | | | | | | | | | | |
| Operating activities from continuing operations | | | $ | 991.2 | | $ | 880.8 | |
| Investing activities from continuing operations | | | (59.1) | | | (1,380.2) | | |
| Financing activities from continuing operations | | | (923.4) | | | 388.5 | | |
During 2024, we invested $180.4 million in capital expenditures, an increase of $14.7 million as compared to 2023, as we continue to invest in footprint optimization, automation and productivity initiatives.
| 2024 Restructuring Actions | | | $ | 10.9 | | $ | 1.6 | | 2025 | | |
At December 31, 2024 our remaining share repurchase authorization under this program was $260.0 million.
This new program is in addition to the remaining share repurchase authorization of $260.0 million under the October 21, 2022 program.
At December 31, 2023, the Company had $15.0 million of maturities due within the next 12 months related to the Term Loan Agreement which were classified within short term debt in the Consolidated Balance Sheet.
Borrowings under Revolving Credit Facility
An excerpt. Shown here: 40 of 182 rewritten, 40 of 164 added and 40 of 54 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 FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
11 rewritten, 3 added, 2 removed, 27 unchanged
As a percentage of the Company’s total Net sales, the net sales of foreign operations, for which transactions are primarily in local currencies were [added: 7% in 2025,] 8% in [removed: 2024, 2023,] [added: 2024] and [removed: 2022 respectively,] [added: 8% in 2023,] with the Canadian, UK, and Brazilian operations representing approximately [removed: 28%, 26%,] [added: 33%, 24%,] and [removed: 20%] [added: 19%,] respectively, of [removed: 2024] [added: 2025] total international Net sales.
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 [removed: $7.0] [added: $6.7] million.
| [removed: 40 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 43 | | |]
The principal objectives of our investment management activities are to preserve capital while earning net investment income that is commensurate with acceptable levels of interest rate, default and liquidity [removed: risk] [added: risk,] taking into account our funding needs.
As of December 31, [removed: 2024,] [added: 2025,] the long-term debt outstanding related to the fixed-rate senior notes was $1,450.0 million.
As of December 31, [removed: 2024] [added: 2025] the Company also had [removed: $125.4] [added: $289.1] million of short-term debt, primarily commercial paper that was floating rate debt.
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: 2024] [added: 2025] (dollars in millions):
| | | | [removed: 2025 | | |] 2026 | | | 2027 | | | 2028 | | | 2029 | | | [added: 2030 | | |] Thereafter | | | Total | | | Fair Value [removed: 12/31/24] [added: 12/31/25] | | |
| Long-term debt | | | $ | — | | $ | [removed: 400.0] [added: 300.0] | | $ | [removed: 300.0] [added: 1,050.0] | | $ | [removed: 450.0] [added: —] | | $ | — | | $ | [removed: 300.0] [added: 700.0] | | $ | [removed: 1,450.0] [added: 2,050.0] | | $ | [removed: 1,367.3] [added: 2,008.3] | |
| Avg. interest rate | | | — | | % | [removed: 3.35] [added: 3.15] | | % | [removed: 3.15] [added: 4.35] | | % | [removed: 3.50] [added: —] | | % | — | | % | [removed: 2.30] [added: 3.73] | | % | | | | | | |
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 44] | | | [removed: 41] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
As of December 31, 2025 the Company had $600.0 million outstanding from the Term Loan Agreement, and the interest rate is variable based on the adjusted term SOFR rate.
| Available-for-sale investments | | | $ | 12.5 | | $ | 17.5 | | $ | 16.3 | | $ | 14.2 | | $ | 3.7 | | $ | 13.8 | | $ | 78.0 | | $ | 78.4 | |
| Avg. interest rate | | | 4.26 | | % | 3.88 | | % | 5.00 | | % | 4.94 | | % | 4.63 | | % | 4.91 | | % | | | | | | |
| 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 | | % | | | | | | |
Item 1. Business
30 rewritten, 6 added, 10 removed, 124 unchanged
[removed: Our products] [added: Products] are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, [removed: the People’s Republic of China (“China”),] [added: China,] the United Kingdom [removed: (“UK”),] [added: ("UK"),] Brazil, Australia, Spain, Ireland, and the Republic of the Philippines.
[removed: Hubbell] [added: The Company] also participates in joint ventures in Hong Kong and the Republic of the Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East.
The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the Investor Relations section of the Company’s website at *http://www.hubbell.com* as soon as [added: reasonably] practicable after such material is electronically filed with, or furnished to, the SEC.
Hubbell Utility Solutions supports the electrical distribution, electrical [added: substation, electrical] transmission, [removed: water,] gas distribution, telecommunications, [added: utility meters & AMI,] and [removed: solar] [added: grid protection] and [removed: wind] [added: controls] markets.
The Electrical Solutions segment [removed: (36%] [added: (37%] of consolidated revenues in [removed: 2024, 39%] [added: 2025, 36%] in [removed: 2023] [added: 2024] and [removed: 42%] [added: 39%] in [removed: 2022)] [added: 2023)] comprises businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, and connector and grounding products, as well as other electrical equipment.
Products of the Electrical Solutions segment have applications in the [added: non-residential,] light industrial, [removed: non-residential, wireless communications, transportation, data center, and] heavy [removed: industrial] [added: industrial, datacenter, electric transmission and distribution, and renewables] markets.
| • | | | CMC® | | | • | | | Hawke™ | | | • | | | PCX™ | | | [added: •] | | | [added: Ventev®] | | | | | | | | |
See Note [removed: 21] [added: 20] — Industry Segments and Geographic Area Information in the Notes to Consolidated Financial Statements and Item 1A.
We are not dependent on a single customer, however, our top ten customers account for approximately [removed: 41%] [added: 42%] of our Net sales.
Hubbell has approximately [removed: 3,100] [added: 3,250] active United States and foreign patents covering a portion of its products, which expire at various times.
Substantially all of the backlog existing at December 31, [removed: 2024] [added: 2025] in the Electrical Solutions segment is expected to be shipped to customers in [removed: 2025.][added: 2026.]
In the Utility Solutions segment, substantially all of the backlog existing at December 31, [removed: 2024] [added: 2025] is expected to be shipped during [removed: 2025,] [added: 2026,] along with approximately [removed: $70] [added: $20] million of backlog of contracts that span multiple years, primarily related to long-term contracts within the 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: 2024] [added: 2025] was [removed: $1,898] [added: $2,159] million compared to [removed: $2,328] [added: $1,898] million at December 31, [removed: 2023.][added: 2024.]
Like other companies engaged in similar businesses, the Company has incurred or acquired through business combinations, remedial response and voluntary cleanup costs for site contamination, and is a party to [removed: product liability and other lawsuits and] claims associated with environmental [removed: matters, including past production of products containing toxic substances.][added: matters.]
Risk Factors and Note [removed: 16] [added: 15] — Commitments and Contingencies in the Notes to Consolidated Financial Statements.
As of December 31, [removed: 2024,] [added: 2025,] Hubbell had approximately [removed: 17,700] [added: 18,000] salaried and hourly employees of whom approximately [removed: 10,600,] [added: 10,900,] or [removed: 60%] [added: 61%] are located in the United States.
Approximately [removed: 2,470] [added: 2,425] of these U.S. employees are represented by 8 labor unions.
[removed: We strive] [added: Hubbell strives] to create a workplace where employees feel that their contributions are welcomed and valued, allowing them to fully engage their talents and training in their work, while generating personal satisfaction in their role within Hubbell.
The Company has also expanded leadership development programs to provide career development to employees at all levels and continues to expand its Campus Programs [added: recruitment programs] to foster a pipeline of early career talent at Hubbell.
The Company supports employees’ spirit of volunteerism in their communities throughout the year with its Volunteer Paid Time Off policy, which provides all [added: U.S.] employees with up to 8 hours of paid time off a year to volunteer with an eligible 501(c)(3) charity of their choice.
[removed: The] [added: In 2025 we conducted our fourth] Elevate Employee Experience Survey (Elevate) [removed: is conducted annually] across Hubbell.
[removed: It is] [added: This survey provides] our [removed: employees’] [added: employees the] opportunity to share perspectives on topics important to them.
In [removed: 2024, the third year of the survey,] [added: 2025,] Hubbell saw continued strong engagement with over [removed: 88%] [added: 87%] of Hubbell’s employees participating worldwide.
| Gerben W. Bakker | | | [removed: 60] [added: 61] | | | 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 [removed: Officer] [added: Officer, from] June 2019 to October 2020; Group President, Power [removed: Systems] [added: Systems, from] February 2014 to June 2019; various other positions at [removed: Hubbell] [added: Hubbell, from] 1988 to 2014. | | |
| Jonathan M. Del Nero | | | [removed: 53] [added: 54] | | | Vice President, Controller | | | Present position since January 2021; previously, Assistant [removed: Controller] [added: Controller, from] 2014 to January 2021. | | |
| Alyssa R. Flynn | | | [removed: 53] [added: 54] | | | 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: 55] [added: 56] | | | President, Utility Solutions Segment | | | Present position since July 2023; previously President and CEO, Bosch Rexroth, [added: from] September 2020 to June 2023; Vice President & General Manager Electrical Energy Automation Solutions Business, Eaton [removed: Corporation] [added: Corporation, from] 2015 to May 2020. | | |
| Katherine A. Lane | | | [removed: 47] [added: 48] | | | Senior Vice President, General Counsel and Secretary | | | Present position since May 2021; previously Vice President, General Counsel and [removed: Secretary] [added: Secretary, from] June 2019 to May 2021; Vice President, Acting General Counsel and [removed: Secretary] [added: Secretary, from] March 2019 to June 2019; Vice President, Associate General [removed: Counsel] [added: Counsel, from] 2017 to March 2019; various other positions at [removed: Hubbell] [added: Hubbell, from] 2010 to 2017. | | |
| Mark E. Mikes | | | [removed: 60] [added: 61] | | | 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, [added: from] 2019 to July, 2022; various other position at Hubbell, [added: from] 1989 - November, 2019. | | |
*(1)*As of February [removed: 13, 2025,] [added: 12, 2026,] there are no family relationships among any of the above executive officers and any of our [removed: directors.][added: Directors.]
The Utility Solutions segment (63% of consolidated revenues in 2025, 64% in 2024 and 61% in 2023) consists of businesses that enable the grid to conduct, communicate and control energy across utility applications.
The Utility Solutions segment provides critical components that allow the grid to reliably transmit and distribute energy, as well as the communications and controls technologies to make the grid smarter and more flexible.
| • | | | Nicor™ | | | • | | | DMC Power® | | | | | | | | | | | | | | |
Hubbell Electrical Solutions is positioned Behind the Meter, consisting of businesses that are essential to managing power across a wide range of industries and applications.
Hubbell Electrical Solutions provides the critical components that allow operators of buildings, factories, and other industrial infrastructure to connect, protect, wire and manage power reliability and efficiency.
| Joseph A. Capozzoli | | | 51 | | | Senior Vice President, Chief Financial Officer | | | Present position since January 2026; previously, Vice President, Enterprise Finance from October 2025 to December 2025, Vice President, Finance - Hubbell Electrical Solutions Segment from January 2023 to October 2025; Vice President, Business Transformation from January 2021 to January 2023; Vice President, Controller and Principal Accounting Officer from 2013 to January 2021. | | |
The Utility Solutions segment (64% of consolidated revenues in 2024, 61% in 2023 and 58% in 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.
Hubbell Electrical Solutions is positioned Behind the Meter, providing key components to building operators and industrial customers that enable them to manage their energy and operate critical infrastructure more efficiently and effectively.
The assets and liabilities of this business are recorded in assets and liabilities held for sale in the Consolidated Balance Sheet as of December 31, 2023.
Hubbell is committed to fostering an environment that respects and encourages individual differences, diversity of thought, and talent.
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.
| William R. Sperry | | | 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. | | |
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated herein by reference to the section captioned “[Notes to Consolidated Financial Statements, Note [removed: 16 —] [added: 1](#i7b411378d43b4398951575254f38362a_151)[5](#i7b411378d43b4398951575254f38362a_151) [—] Commitments and [removed: Contingencies](#i492bc61140bd42db9fa86fd717677ce6_151)”] [added: Contingencies](#i7b411378d43b4398951575254f38362a_151)”] of this Form 10-K.
Cover and table of contents
26 rewritten, 8 added, 11 removed, 57 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]
[removed: ][added: ]
| • | | | [added: If securities are registered pursuant to Section 12(b) of the Act] whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | ☐ | | | | | | | | | | | |
| • | | | [added: If securities are registered pursuant to Section 12(b) of the Act,] whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | ☐ | | | | | | | | | | | |
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June [removed: 28, 2024] [added: 30, 2025] was [removed: $19,516,681,705.*] [added: $21,586,750,695.*] The number of shares outstanding of Hubbell [removed: Common Stock] [added: common stock] as of February [removed: 6, 2025] [added: 5, 2026] is [removed: 53,667,674.][added: 53,161,602.]
Portions of the definitive proxy statement for the registrant’s [removed: 2025] [added: 2026] 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](#i492bc61140bd42db9fa86fd717677ce6_13)] [added: 1](#i7b411378d43b4398951575254f38362a_13)] | | | [removed: [Business](#i492bc61140bd42db9fa86fd717677ce6_13)] [added: [Business](#i7b411378d43b4398951575254f38362a_13)] | | | [removed: [3](#i492bc61140bd42db9fa86fd717677ce6_13)] [added: [3](#i7b411378d43b4398951575254f38362a_13)] | | |
| [ITEM [removed: 1A](#i492bc61140bd42db9fa86fd717677ce6_19)] [added: 1A](#i7b411378d43b4398951575254f38362a_19)] | | | [Risk [removed: Factors](#i492bc61140bd42db9fa86fd717677ce6_19)] [added: Factors](#i7b411378d43b4398951575254f38362a_19)] | | | [removed: [10](#i492bc61140bd42db9fa86fd717677ce6_19)] [added: [10](#i7b411378d43b4398951575254f38362a_19)] | | |
| [ITEM [removed: 1B](#i492bc61140bd42db9fa86fd717677ce6_22)] [added: 1B](#i7b411378d43b4398951575254f38362a_22)] | | | [Unresolved Staff [removed: Comments](#i492bc61140bd42db9fa86fd717677ce6_22)] [added: Comments](#i7b411378d43b4398951575254f38362a_22)] | | | [removed: [17](#i492bc61140bd42db9fa86fd717677ce6_22)] [added: [17](#i7b411378d43b4398951575254f38362a_22)] | | |
| ITEM 1C | | | [removed: [Cybersecurity](#i492bc61140bd42db9fa86fd717677ce6_25)] [added: [Cybersecurity](#i7b411378d43b4398951575254f38362a_25)] | | | [removed: [17](#i492bc61140bd42db9fa86fd717677ce6_25)] [added: [17](#i7b411378d43b4398951575254f38362a_25)] | | |
| [ITEM [removed: 2](#i492bc61140bd42db9fa86fd717677ce6_25)] [added: 2](#i7b411378d43b4398951575254f38362a_25)] | | | [removed: [Properties](#i492bc61140bd42db9fa86fd717677ce6_28)] [added: [Properties](#i7b411378d43b4398951575254f38362a_28)] | | | [removed: [18](#i492bc61140bd42db9fa86fd717677ce6_28)] [added: [18](#i7b411378d43b4398951575254f38362a_28)] | | |
| [ITEM [removed: 3](#i492bc61140bd42db9fa86fd717677ce6_31)] [added: 3](#i7b411378d43b4398951575254f38362a_31)] | | | [Legal [removed: Proceedings](#i492bc61140bd42db9fa86fd717677ce6_31)] [added: Proceedings](#i7b411378d43b4398951575254f38362a_31)] | | | [removed: [18](#i492bc61140bd42db9fa86fd717677ce6_31)] [added: [18](#i7b411378d43b4398951575254f38362a_31)] | | |
| [ITEM [removed: 4](#i492bc61140bd42db9fa86fd717677ce6_34)] [added: 4](#i7b411378d43b4398951575254f38362a_34)] | | | [Mine Safety [removed: Disclosures](#i492bc61140bd42db9fa86fd717677ce6_34)] [added: Disclosures](#i7b411378d43b4398951575254f38362a_34)] | | | [removed: [18](#i492bc61140bd42db9fa86fd717677ce6_34)] [added: [18](#i7b411378d43b4398951575254f38362a_34)] | | |
| [ITEM [removed: 5](#i492bc61140bd42db9fa86fd717677ce6_40)] [added: 5](#i7b411378d43b4398951575254f38362a_40)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i492bc61140bd42db9fa86fd717677ce6_40)] [added: Securities](#i7b411378d43b4398951575254f38362a_40)] | | | [removed: [19](#i492bc61140bd42db9fa86fd717677ce6_40)] [added: [19](#i7b411378d43b4398951575254f38362a_40)] | | |
| [ITEM [removed: 6](#i492bc61140bd42db9fa86fd717677ce6_43)] [added: 6](#i7b411378d43b4398951575254f38362a_43)] | | | [removed: [Reserved](#i492bc61140bd42db9fa86fd717677ce6_43)] [added: [Reserved](#i7b411378d43b4398951575254f38362a_43)] | | | [removed: [21](#i492bc61140bd42db9fa86fd717677ce6_43)] [added: [21](#i7b411378d43b4398951575254f38362a_43)] | | |
| [ITEM [removed: 7](#i492bc61140bd42db9fa86fd717677ce6_46)] [added: 7](#i7b411378d43b4398951575254f38362a_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i492bc61140bd42db9fa86fd717677ce6_46)] [added: Operations](#i7b411378d43b4398951575254f38362a_46)] | | | [removed: [22](#i492bc61140bd42db9fa86fd717677ce6_46)] [added: [22](#i7b411378d43b4398951575254f38362a_46)] | | |
| [ITEM [removed: 7A](#i492bc61140bd42db9fa86fd717677ce6_58)] [added: 7A](#i7b411378d43b4398951575254f38362a_58)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i492bc61140bd42db9fa86fd717677ce6_58)] [added: Risk](#i7b411378d43b4398951575254f38362a_58)] | | | [removed: [40](#i492bc61140bd42db9fa86fd717677ce6_58)] [added: [43](#i7b411378d43b4398951575254f38362a_58)] | | |
| [ITEM [removed: 8](#i492bc61140bd42db9fa86fd717677ce6_61)] [added: 8](#i7b411378d43b4398951575254f38362a_61)] | | | [Financial Statements and Supplementary [removed: Data](#i492bc61140bd42db9fa86fd717677ce6_61)] [added: Data](#i7b411378d43b4398951575254f38362a_61)] | | | [removed: [42](#i492bc61140bd42db9fa86fd717677ce6_61)] [added: [45](#i7b411378d43b4398951575254f38362a_61)] | | |
| [ITEM [removed: 9](#i492bc61140bd42db9fa86fd717677ce6_184)] [added: 9](#i7b411378d43b4398951575254f38362a_187)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i492bc61140bd42db9fa86fd717677ce6_184)] [added: Disclosure](#i7b411378d43b4398951575254f38362a_187)] | | | [removed: [95](#i492bc61140bd42db9fa86fd717677ce6_184)] [added: [100](#i7b411378d43b4398951575254f38362a_187)] | | |
| [ITEM [removed: 9A](#i492bc61140bd42db9fa86fd717677ce6_187)] [added: 9A](#i7b411378d43b4398951575254f38362a_190)] | | | [Controls and [removed: Procedures](#i492bc61140bd42db9fa86fd717677ce6_187)] [added: Procedures](#i7b411378d43b4398951575254f38362a_190)] | | | [removed: [95](#i492bc61140bd42db9fa86fd717677ce6_187)] [added: [100](#i7b411378d43b4398951575254f38362a_190)] | | |
| [ITEM [removed: 9C](#i492bc61140bd42db9fa86fd717677ce6_193)] [added: 9C](#i7b411378d43b4398951575254f38362a_196)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i492bc61140bd42db9fa86fd717677ce6_193)] [added: Inspections](#i7b411378d43b4398951575254f38362a_196)] | | | [removed: [95](#i492bc61140bd42db9fa86fd717677ce6_193)] [added: [101](#i7b411378d43b4398951575254f38362a_196)] | | |
| [ITEM [removed: 10](#i492bc61140bd42db9fa86fd717677ce6_199)] [added: 10](#i7b411378d43b4398951575254f38362a_202)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i492bc61140bd42db9fa86fd717677ce6_199)] [added: Governance](#i7b411378d43b4398951575254f38362a_202)] | | | [removed: [96](#i492bc61140bd42db9fa86fd717677ce6_199)] [added: [102](#i7b411378d43b4398951575254f38362a_202)] | | |
| [ITEM [removed: 12](#i492bc61140bd42db9fa86fd717677ce6_205)] [added: 12](#i7b411378d43b4398951575254f38362a_208)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i492bc61140bd42db9fa86fd717677ce6_205)] [added: Matters](#i7b411378d43b4398951575254f38362a_208)] | | | [removed: [96](#i492bc61140bd42db9fa86fd717677ce6_205)] [added: [102](#i7b411378d43b4398951575254f38362a_208)] | | |
| [ITEM [removed: 13](#i492bc61140bd42db9fa86fd717677ce6_208)] [added: 13](#i7b411378d43b4398951575254f38362a_211)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i492bc61140bd42db9fa86fd717677ce6_208)] [added: Independence](#i7b411378d43b4398951575254f38362a_211)] | | | [removed: [97](#i492bc61140bd42db9fa86fd717677ce6_208)] [added: [103](#i7b411378d43b4398951575254f38362a_211)] | | |
| [ITEM [removed: 14](#i492bc61140bd42db9fa86fd717677ce6_211)] [added: 14](#i7b411378d43b4398951575254f38362a_214)] | | | [Principal Accountant Fees and [removed: Services](#i492bc61140bd42db9fa86fd717677ce6_211)] [added: Services](#i7b411378d43b4398951575254f38362a_214)] | | | [removed: [97](#i492bc61140bd42db9fa86fd717677ce6_211)] [added: [103](#i7b411378d43b4398951575254f38362a_214)] | | |
| [ITEM [removed: 15](#i492bc61140bd42db9fa86fd717677ce6_217)] [added: 15](#i7b411378d43b4398951575254f38362a_220)] | | | [Exhibits and Financial Statement [removed: Schedule](#i492bc61140bd42db9fa86fd717677ce6_217)] [added: Schedule](#i7b411378d43b4398951575254f38362a_220)] | | | [removed: [98](#i492bc61140bd42db9fa86fd717677ce6_217)] [added: [104](#i7b411378d43b4398951575254f38362a_220)] | | |
| [PART I](#i7b411378d43b4398951575254f38362a_10) | | | | | | [3](#i7b411378d43b4398951575254f38362a_10) | | |
| [PART II](#i7b411378d43b4398951575254f38362a_37) | | | | | | [19](#i7b411378d43b4398951575254f38362a_37) | | |
| [ITEM 9B](#i7b411378d43b4398951575254f38362a_193) | | | [Other Information](#i7b411378d43b4398951575254f38362a_193) | | | [101](#i7b411378d43b4398951575254f38362a_193) | | |
| [PART III](#i7b411378d43b4398951575254f38362a_199) | | | | | | [102](#i7b411378d43b4398951575254f38362a_199) | | |
| [ITEM 11](#i7b411378d43b4398951575254f38362a_205) | | | [Executive Compensation](#i7b411378d43b4398951575254f38362a_205) | | | [102](#i7b411378d43b4398951575254f38362a_205) | | |
| [PART IV](#i7b411378d43b4398951575254f38362a_217) | | | | | | [104](#i7b411378d43b4398951575254f38362a_217) | | |
| [ITEM 1](#i7b411378d43b4398951575254f38362a_229)6 | | | [Form 10-K Summary](#i7b411378d43b4398951575254f38362a_229) | | | [107](#i7b411378d43b4398951575254f38362a_229) | | |
| [SIGNATURES](#i7b411378d43b4398951575254f38362a_232) | | | | | | [108](#i7b411378d43b4398951575254f38362a_232) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| •If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | Yes | | | ☐ | | | No | | | ☑ | | |
| •whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | Yes | | | ☐ | | | No | | | ☑ | | |
| [PART I](#i492bc61140bd42db9fa86fd717677ce6_10) | | | | | | [3](#i492bc61140bd42db9fa86fd717677ce6_10) | | |
| [PART II](#i492bc61140bd42db9fa86fd717677ce6_37) | | | | | | [19](#i492bc61140bd42db9fa86fd717677ce6_37) | | |
| [ITEM 9B](#i492bc61140bd42db9fa86fd717677ce6_190) | | | [Other Information](#i492bc61140bd42db9fa86fd717677ce6_190) | | | [95](#i492bc61140bd42db9fa86fd717677ce6_190) | | |
| [PART III](#i492bc61140bd42db9fa86fd717677ce6_196) | | | | | | [96](#i492bc61140bd42db9fa86fd717677ce6_196) | | |
| [ITEM 11](#i492bc61140bd42db9fa86fd717677ce6_202) | | | [Executive Compensation](#i492bc61140bd42db9fa86fd717677ce6_202) | | | [96](#i492bc61140bd42db9fa86fd717677ce6_202) | | |
| [PART IV](#i492bc61140bd42db9fa86fd717677ce6_214) | | | | | | [98](#i492bc61140bd42db9fa86fd717677ce6_214) | | |
| [ITEM 1](#i492bc61140bd42db9fa86fd717677ce6_226)6 | | | [Form 10-K Summary](#i492bc61140bd42db9fa86fd717677ce6_226) | | | [101](#i492bc61140bd42db9fa86fd717677ce6_226) | | |
| [SIGNATURES](#i492bc61140bd42db9fa86fd717677ce6_229) | | | | | | [102](#i492bc61140bd42db9fa86fd717677ce6_229) | | |
Item 1C. Cybersecurity
3 rewritten, 0 added, 0 removed, 37 unchanged
Risk Factors for potential risks related to our information technology systems that we are subject to and that may materially adversely affect our business (“We are subject to risks surrounding our information technology systems [added: and industrial controls systems] failures, [added: and the use of emerging technologies, including artificial intelligence, as well as,] network disruptions, breaches in data security and compliance with data privacy laws or regulations.”).
We have adopted and enforce various enterprise-wide policies relating to cybersecurity, to ensure the ongoing protection of our [removed: systems including,] [added: systems, including] policies to identify, classify, and protect company data, manage vulnerabilities, and perform user access reviews.
The CISO, in his capacity, regularly informs our Chairman, President and Chief Executive Officer; [removed: EVP,] [added: SVP,] Chief Financial Officer; and SVP, General Counsel and Secretary on aspects related to cybersecurity risks and incidents.
Item 2. Properties
3 rewritten, 0 added, 0 removed, 1 unchanged
As of December 31, [removed: 2024,] [added: 2025,] Hubbell’s global headquarters are located in leased office space in Shelton, Connecticut.
The Utility Solutions segment operates 2 warehouse facilities and [removed: 31] [added: 35] manufacturing facilities globally, totaling approximately [removed: 5.3] [added: 5.7] million square feet.
The Electrical Solutions segment operates [removed: 6] [added: 7] warehouse facilities and [removed: 21] [added: 22] manufacturing facilities globally, totaling approximately 4.1 million square feet.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8 rewritten, 6 added, 15 removed, 20 unchanged
The number of common shareholders of record on January 31, [removed: 2025] [added: 2026] was [removed: 1,054.][added: 970.]
In October [removed: 2024,] [added: 2025,] the Company’s Board of Directors approved an increase in the common stock dividend rate from [removed: $1.22 to] $1.32 [added: to $1.42] per share per quarter.
The increased quarterly dividend payment commenced with the December [removed: 16, 2024] [added: 15, 2025] payment made to the shareholders of record on November [removed: 29, 2024.][added: 28, 2025.]
On October 21, 2022, we announced that the Board of Directors had approved a share repurchase program that authorized the repurchase of up to $300 million of common stock, which [removed: expires in] [added: expired on] October [added: 21,] 2025.
On February 12, 2025 the Board of Directors approved a [removed: new stock] [added: share] repurchase program that authorized the repurchase of up to [removed: $500.0] [added: $500] million of common stock and expires in February 2028.
The following graph compares the total return to shareholders on the Company’s common stock during the five years ended December 31, [removed: 2024,] [added: 2025,] with a cumulative total return on the (i) the S&P 500 index and (ii) the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”).
The comparison assumes $100 was invested on December 31, [removed: 2019] [added: 2020] in the Company’s [removed: Common Stock] [added: common stock] and in each of the foregoing indices and assumes reinvestment of dividends.
[removed: ][added: ]
We had a total outstanding share repurchase authorization of approximately $500.0 million at December 31, 2025.
There were no share repurchases during the quarter ended December 31, 2025.
| | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | | 12/25 | | |
| Hubbell, Incorporated | | | 100.00 | | | 135.59 | | | 155.99 | | | 222.14 | | | 286.40 | | | 307.70 | | |
| S&P 500 | | | 100.00 | | | 128.71 | | | 105.40 | | | 133.10 | | | 166.40 | | | 196.16 | | |
| Dow Jones US Electrical Components & Equipment | | | 100.00 | | | 125.35 | | | 103.42 | | | 132.15 | | | 176.57 | | | 236.57 | | |
At December 31, 2024 our remaining share repurchase authorization under this program was $260.0 million.
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 | | |
Item 8. Financial Statements and Supplementary Data
640 rewritten, 314 added, 227 removed, 1,064 unchanged
| [Reports of [removed: Management](#i492bc61140bd42db9fa86fd717677ce6_67)] [added: Management](#i7b411378d43b4398951575254f38362a_67)] | | | [removed: [43](#i492bc61140bd42db9fa86fd717677ce6_67)] [added: [46](#i7b411378d43b4398951575254f38362a_67)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i492bc61140bd42db9fa86fd717677ce6_70)] [added: Firm](#i7b411378d43b4398951575254f38362a_70)] (PCAOB ID 238) | | | [removed: [44](#i492bc61140bd42db9fa86fd717677ce6_70)] [added: [47](#i7b411378d43b4398951575254f38362a_70)] | | |
| [removed: [Consolidated] [added: Consolidated] Statement of [removed: Income](#i492bc61140bd42db9fa86fd717677ce6_73)] [added: Income] | | | [removed: [46](#i492bc61140bd42db9fa86fd717677ce6_73)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]
| [Consolidated Statement of Comprehensive [removed: Income](#i492bc61140bd42db9fa86fd717677ce6_76)] [added: Income](#i7b411378d43b4398951575254f38362a_76)] | | | [removed: [47](#i492bc61140bd42db9fa86fd717677ce6_76)] [added: [51](#i7b411378d43b4398951575254f38362a_76)] | | |
| [Consolidated Balance [removed: Sheet](#i492bc61140bd42db9fa86fd717677ce6_82)] [added: Sheet](#i7b411378d43b4398951575254f38362a_82)] | | | [removed: [48](#i492bc61140bd42db9fa86fd717677ce6_82)] [added: [52](#i7b411378d43b4398951575254f38362a_82)] | | |
| [Consolidated Statement of Cash [removed: Flows](#i492bc61140bd42db9fa86fd717677ce6_88)] [added: Flows](#i7b411378d43b4398951575254f38362a_88)] | | | [removed: [49](#i492bc61140bd42db9fa86fd717677ce6_88)] [added: [53](#i7b411378d43b4398951575254f38362a_88)] | | |
| [Consolidated Statement of Changes in [removed: Equity](#i492bc61140bd42db9fa86fd717677ce6_91)] [added: Equity](#i7b411378d43b4398951575254f38362a_91)] | | | [removed: [50](#i492bc61140bd42db9fa86fd717677ce6_91)] [added: [54](#i7b411378d43b4398951575254f38362a_91)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i492bc61140bd42db9fa86fd717677ce6_97)] [added: Statements](#i7b411378d43b4398951575254f38362a_97)] | | | [removed: [51](#i492bc61140bd42db9fa86fd717677ce6_97)] [added: [55](#i7b411378d43b4398951575254f38362a_97)] | | |
| [Valuation and Qualifying Accounts and Reserves (Schedule [removed: II)](#i492bc61140bd42db9fa86fd717677ce6_232)] [added: II)](#i7b411378d43b4398951575254f38362a_235)] | | | [removed: [103](#i492bc61140bd42db9fa86fd717677ce6_232)] [added: [109](#i7b411378d43b4398951575254f38362a_235)] | | |
| [removed: 42] [added: 60] | | | HUBBELL INCORPORATED - *Form 10-K* | | |
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
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: 2024.][added: 2025.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which is included below within this Annual Report on Form 10-K.
| *Chairman of the Board, President and Chief Executive Officer* | | | | | | [removed: *Executive] [added: *Senior] Vice President, Chief Financial Officer* | | |
| [removed: HUBBELL INCORPORATED *\- Form 10-K*] [added: 62] | | | [removed: 43] [added: HUBBELL INCORPORATED - *Form 10-K*] | | |
We have audited the accompanying consolidated balance sheets of Hubbell Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in [removed: equity] [added: equity,] and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025 listed in the Index] appearing under Item [removed: 15] [added: 8] (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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.
| [removed: 44 | | |] HUBBELL INCORPORATED [removed: - *Form] [added: *\- Form] 10-K* | | | [added: 66 | | |]
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
In [removed: July] [added: January] 2024, [removed: the Company] [added: we] internally reorganized certain businesses within [removed: the Electrical] [added: our Utility] Solutions [removed: segment which resulted in a change] [added: segment, and] in [removed: the Company’s reporting units] [added: July 2024 and September 2025, we internally reorganized certain businesses] within [removed: this] [added: our Electrical Solutions] segment.
As a result of the change in reporting units, [removed: management] [added: the Company] performed an interim goodwill impairment assessment during the third quarter of [removed: 2024,] [added: 2025,] for the reporting units within the Electrical Solutions segment.
[removed: The] [added: For each of the Company’s reporting units in 2025, 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 [added: Company’s] reporting units to their carrying values.
Significant judgment is required [removed: by management] to estimate the fair value of reporting [removed: units] [added: units,] including estimating future cash flows, determining appropriate discount rates and other assumptions, including assumptions about secular economic and market [removed: conditions, future sales growth, gross margin, operating margin, terminal growth rate, and the application of an appropriate discount rate.][added: conditions.]
The principal considerations for our determination that performing procedures relating to the [removed: interim quantitative goodwill impairment assessment for a certain reporting unit] [added: valuation of customer relationships acquired in the acquisition of DMC Power] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of [removed: a certain reporting unit and] [added: the customer relationships acquired;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [removed: future sales growth,] [added: revenue growth rates,] gross margin, [added: attrition rate,] and [removed: operating margin.][added: discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]
These procedures also included, among others (i) [added: reading the purchase agreement; (ii)] testing management’s process for developing the fair value estimate of [removed: a certain reporting unit; (ii)] [added: the customer relationships acquired; (iii)] evaluating the appropriateness of the [removed: discounted cash flow model; (iii)] [added: multi-period excess earnings method used by management; (iv)] testing the completeness and accuracy of the underlying data used in the [removed: discounted cash flow model;] [added: multi-period excess earnings method;] and [removed: (iv)] [added: (v)] evaluating the reasonableness of the significant assumptions used by management related to [removed: future sales growth,] [added: revenue growth rates,] gross margin, [added: attrition rate,] and [removed: operating margin.][added: discount rate.]
Evaluating management’s assumptions related to [removed: future sales growth, gross margin,] [added: revenue growth rates] and [removed: operating] [added: gross] margin involved [removed: evaluating whether the significant assumptions used by management were reasonable] considering (i) the current and past performance of [removed: a certain reporting unit;] [added: the DMC Power business;] (ii) the consistency with external market and industry data; and (iii) whether [removed: these] [added: the] assumptions were consistent with evidence obtained in other areas of the audit.
| (in millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |
| Net sales | | | $ | [removed: 5,628.5] [added: 5,844.6] | | $ | [removed: 5,372.9] [added: 5,628.5] | | $ | [removed: 4,947.9] [added: 5,372.9] | |
| [removed: Cost] [added: Cost] of [removed: goods sold] [added: Goods Sold:] | | | [removed: 3,724.4] | | | [removed: 3,484.8] | | | [removed: 3,476.3] | | |
| Gross [removed: profit] [added: Profit:] | | | [removed: 1,904.1] | | | [removed: 1,888.1] | | | [removed: 1,471.6] | | |
| Selling & administrative expenses | | | [removed: 812.5] [added: 855.3] | | | [removed: 849.6] [added: 812.5] | | | [removed: 762.5] [added: 849.6] | | |
| Operating [removed: income] [added: Income:] | | | [removed: 1,091.6] | | | [removed: 1,038.5] | | | [removed: 709.1] | | |
| Loss on disposition of business (Note [removed: 4)] [added: 3)] | | | [removed: (5.3)] [added: (0.4)] | | | [removed: —] [added: (5.3)] | | | — | | |
| Interest expense, net | | | [removed: (73.8)] [added: (64.1)] | | | [removed: (36.7)] [added: (73.8)] | | | [removed: (49.6)] [added: (36.7)] | | |
| Other [removed: (expense) income,] [added: expense,] net | | | [removed: (7.2)] [added: (25.2)] | | | [removed: (18.5)] [added: (7.2)] | | | [removed: 4.5] [added: (18.5)] | | |
| Total other expense | | | [removed: (86.3)] [added: (89.7)] | | | [removed: (55.2)] [added: (86.3)] | | | [removed: (52.1)] [added: (55.2)] | | |
| Provision for income taxes | | | [added: 212.3 | | | 14.9 | | | 227.2 | | |] 221.8 | | | [added: 0.3 | | | 222.1 | | |] 217.3 | | | [removed: 140.2] [added: (2.7)] | | | [added: 214.6 | | |]
| [Consolidated Statement of Income](#i7b411378d43b4398951575254f38362a_73) | | | [50](#i7b411378d43b4398951575254f38362a_73) | | |
In the year ended December 31, 2025, the Company acquired Nicor, Inc. and Power Rose Acquisition, Inc. (and together with its subsidiaries, "DMC Power"), for an aggregate purchase price of approximately $885 million, 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, 2025.
These entities accounted for approximately 4% of the Company's total assets excluding intangibles and goodwill as of December 31, 2025 and approximately 1% of the Company's net sales for the year then ended December 31, 2025.
| /s/ GERBEN W. BAKKER | | | | | | /s/ JOSEPH A. CAPOZZOLI | | |
| Gerben W. Bakker | | | | | | Joseph A. Capozzoli | | |
*Change in Accounting Principle*
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for certain inventories in 2025.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Nicor, Inc., ("Nicor") and Power Rose Acquisition, Inc., ("Power Rose" and together with its subsidiaries, "DMC Power"), from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations in the year ended December 31, 2025.
We have also excluded Nicor and DMC Power from our audit of internal control over financial reporting.
Nicor and DMC Power 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 approximately 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
*Revenue Recognition – Point in Time Product Revenue*
As described in Notes 1 and 2 to the consolidated financial statements, the Company’s net sales were $5,844.6 million for the year ended December 31, 2025, the majority of which is point in time product revenue.
Revenue is recognized when performance obligations identified under the terms of contracts with the Company’s customers are satisfied, which generally occurs, for products, upon the transfer of control in accordance with the contractual terms and conditions of the sale.
The Company has certain arrangements that include sales discounts and allowances based on sales volumes, specific programs and special pricing allowances, and returned goods, as are customary in the electrical products industry.
The principal consideration for our determination that performing procedures relating to revenue recognition for point in time product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of point in time product revenue upon the transfer of control.
These procedures also included, among others (i) evaluating revenue recognized by either (a) testing revenue transactions, on a sample basis, by obtaining and inspecting source documents, such as invoices, purchase orders, proof of shipment or delivery, and cash receipts or (b) testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of data provided by management; (ii) evaluating customer invoice balances as of December 31, 2025 by (a) confirming, on a sample basis, outstanding customer invoice balances as of a date on or prior to December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, purchase orders, proof of shipment or delivery, and subsequent cash receipts and (b) testing, on a sample basis, the issuance and settlement of invoices during the intervening period by obtaining and inspecting source documents, such as invoices, purchase orders, proof of shipment or delivery, and cash receipts; and (iii) testing, on a sample basis, sales discounts and allowances by obtaining and inspecting source documents, such as support for the nature of the sales discount or allowance amount and agreement with the customer.
*Acquisition of DMC Power – Valuation of Customer Relationships*
As described in Note 3 to the consolidated financial statements, on October 1, 2025, the Company acquired all of the issued and outstanding equity of DMC Power for approximately $829 million, net of cash acquired.
The Company recognized intangible assets of $364.0 million, of which $290.0 million related to customer relationships.
Management determined the preliminary fair values of the customer relationships intangible assets using a multi-period excess earnings method.
The significant assumptions used in determining the preliminary fair values of the customer relationships intangible assets included revenue growth rates, gross margin, attrition rate, and discount rate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships acquired.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the attrition rate and discount rate assumptions.
February 12, 2026
| Income before income taxes | | | 1,119.1 | | | 1,006.8 | | | 972.2 | | |
| Net income | | | 891.9 | | | 784.7 | | | 757.6 | | |
| Basic earnings per share | | | $ | 16.63 | | $ | 14.49 | | $ | 13.98 | |
| Diluted earnings per share | | | $ | 16.54 | | $ | 14.39 | | $ | 13.89 | |
| Net income | | | $ | 891.9 | | $ | 784.7 | | $ | 757.6 | |
| Comprehensive income | | | 963.6 | | | 710.6 | | | 790.4 | | |
| TOTAL ASSETS | | | $ | 8,228.8 | | $ | 6,847.7 | |
| TOTAL LIABILITIES | | | $ | 4,370.9 | | $ | 3,437.1 | |
| Retained earnings | | | 4,155.7 | | | 3,779.5 | | |
| TOTAL EQUITY | | | 3,857.9 | | | 3,410.6 | | |
| Net income | | | $ | 891.9 | | $ | 784.7 | | $ | 757.6 | |
| Deferred income taxes | | | 11.0 | | | 2.0 | | | (18.9) | | |
| Increase in inventories | | | (32.3) | | | (24.2) | | | (31.0) | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| /s/ GERBEN W. BAKKER | | | | | | /s/ WILLIAM R. SPERRY | | |
| Gerben W. Bakker | | | | | | William R. Sperry | | |
*Goodwill Impairment Assessment – Interim Quantitative Goodwill Impairment Assessment for a Certain Reporting Unit*
As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2,500.8 million as of December 31, 2024, of which a portion relates to a certain reporting unit.
Management performs the goodwill impairment testing as of April 1st of each year, unless circumstances dictate the need for more frequent assessments.
The impairment testing resulted in implied fair values for each reporting unit that exceeded such reporting unit’s carrying value, including goodwill.
Management uses internal discounted cash flow models to estimate fair value.
These procedures included testing the effectiveness of controls relating to management’s interim quantitative goodwill impairment assessment, including controls over developing the fair value estimate of a certain reporting unit.
February 13, 2025
| | | | | | | | | | | | |
| Pension charge (Note 12) | | | — | | | — | | | (7.0) | | |
| Income from continuing operations before income taxes | | | 1,005.3 | | | 983.3 | | | 657.0 | | |
| Net income from continuing operations | | | 783.5 | | | 766.0 | | | 516.8 | | |
| Net income from continuing operations attributable to Hubbell Incorporated | | | 777.8 | | | 759.8 | | | 511.3 | | |
| Income from discontinued operations, net of tax (Note 2) | | | — | | | — | | | 34.6 | | |
| Basic earnings per share from continuing operations | | | $ | 14.46 | | $ | 14.14 | | $ | 9.49 | |
| Basic earnings per share from discontinued operations | | | — | | | — | | | 0.64 | | |
| Diluted earnings per share from continuing operations | | | $ | 14.37 | | $ | 14.05 | | $ | 9.43 | |
| Diluted earnings per share from discontinued operations | | | — | | | — | | | 0.64 | | |
| Reclassification of currency translation gains included in net income | | | — | | | — | | | 0.5 | | |
| Comprehensive income | | | 709.4 | | | 798.8 | | | 537.0 | | |
| Inventories, net | | | 841.8 | | | 832.9 | | |
| Assets held for sale - current | | | — | | | 70.5 | | |
| Assets held for sale - non-current | | | — | | | 91.9 | | |
| TOTAL ASSETS | | | $ | 6,679.1 | | $ | 6,914.0 | |
| Liabilities held for sale - current | | | — | | | 24.6 | | |
| Liabilities held for sale - non-current | | | — | | | 17.5 | | |
| TOTAL LIABILITIES | | | $ | 3,396.4 | | $ | 4,024.7 | |
| Retained earnings | | | 3,651.6 | | | 3,182.7 | | |
| TOTAL EQUITY | | | 3,282.7 | | | 2,889.3 | | |
| Net income from continuing operations | | | $ | 783.5 | | $ | 766.0 | | $ | 516.8 | |
| Pension charge | | | — | | | — | | | 7.0 | | |
| Increase in inventories | | | (22.7) | | | (42.1) | | | (66.5) | | |
| Discontinued Operations: | | | | | | | | | | | |
| Cash used in investing activities | | | — | | | — | | | (1.7) | | |
| Cash (used in) provided by discontinued operations | | | — | | | — | | | (54.7) | | |
| Cash and cash equivalents within assets held for sale, beginning of year | | | — | | | — | | | 0.7 | | |
| Less: Cash and cash equivalents within assets held for sale, end of year | | | — | | | — | | | — | | |
An excerpt. Shown here: 40 of 640 rewritten, 40 of 314 added and 40 of 227 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2025 filing and the FY2024 filing.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
0 rewritten, 3 added, 0 removed, 1 unchanged
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| HUBBELL INCORPORATED *\- Form 10-K* | | | 100 | | |
Item 9A. Controls and Procedures
2 rewritten, 3 added, 0 removed, 4 unchanged
Management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s audit report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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 [removed: fiscal year] [added: quarter] ended December 31, [removed: 2024] [added: 2025] that [removed: have] [added: has] materially affected, or [removed: are] [added: is] reasonably likely to materially affect, the Company’s internal control over financial reporting.
During the year ended December 31, 2025, the Company acquired DMC Power and Nicor, for an aggregate purchase price of approximately $885 million.
Because the Company has not yet fully incorporated the internal controls and procedures of the acquired entities into the Company's internal control over financial reporting, management excluded these businesses from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.
These entities accounted for approximately 4% of the Company's total assets excluding intangibles and goodwill as of December 31, 2025 and approximately 1% of the Company's net sales for the year then ended December 31, 2025.
Item 9B. Other Information
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] no [removed: director] [added: 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 rewritten, 0 added, 0 removed, 6 unchanged
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 95] [added: 101] | | |
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 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 [removed: 2025] [added: 2026] annual meeting of shareholders.
Item 11. Executive Compensation
1 rewritten, 0 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 [removed: 2025] [added: 2026] annual meeting of shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
7 rewritten, 2 added, 2 removed, 14 unchanged
The following table provides information as of December 31, [removed: 2024] [added: 2025] 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: 672] [added: 49] | | | [removed: (c)(d)] [added: (c)(f)] | | | [removed: $] [added: —] | [removed: 198.12] | | [removed: (e)] | | | [removed: 1,162] [added: 113] | | | (c) | | |
| Equity Compensation Plans [removed: Not] Approved by [removed: Shareholders(b)] [added: Shareholders(a)] | | | [removed: 55] [added: 615] | | | [removed: (c)(f)] [added: (c)(d)] | | | [removed: —] [added: $] | [added: 233.77] | | [added: (e)] | | | [removed: 122] [added: 1,017] | | | (c) | | |
For a 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: 2025] [added: 2026] annual meeting of shareholders.*
*(d)Includes approximately [removed: 183,000] [added: 100,000] performance share awards assuming a maximum payout target.
The remaining information required by this item is incorporated by reference to the subheading “Stock Ownership Information” of the definitive proxy statement for the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders.
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 96] [added: 102] | | |
| TOTAL | | | 664 | | | | | | $ | 233.77 | | | | | 1,130 | | | | | |
*(a)The Hubbell Incorporated Incentive Award Plan.*
| TOTAL | | | 727 | | | | | | $ | 198.12 | | | | | 1,284 | | | | | |
*(a)The Company’s 2005 Incentive Award Plan as amended and restated.*
Item 13. Certain Relationships and Related Transactions and Director Independence
1 rewritten, 0 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 [removed: 2025] [added: 2026] annual meeting of shareholders.
Item 14. Principal Accountant Fees and Services
2 rewritten, 0 added, 0 removed, 5 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 [removed: 2025] [added: 2026] annual meeting of shareholders.
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 97] [added: 103] | | |
Item 15. Exhibits and Financial Statement Schedule
32 rewritten, 15 added, 1 removed, 51 unchanged
| 3.1 | | | [Amended and Restated Certificate of Incorporation, [removed: as amended and restated as of December 23, 2015](https://www.sec.gov/Archives/edgar/data/48898/000119312515412157/d110579dex31.htm)] [added: effective May 6, 2025](https://www.sec.gov/Archives/edgar/data/48898/000119312525113841/d773331dex31.htm)] | | | [removed: 8-A12B] [added: S-8] | | | [removed: 001-02958] [added: 333- 287002] | | | 3.1 | | | [removed: 12/23/2015] [added: 5/6/2025] | | | | | |
| [removed: 3.2] [added: 10.12(c)†] | | | [removed: [Amended and Restated By-Laws of] [added: [Third Amendment, dated February 10, 2021, to] Hubbell [removed: Incorporated,] [added: Incorporated Defined Contribution Restoration Plan, as amended and restated] effective [removed: February 15, 2023](https://www.sec.gov/Archives/edgar/data/48898/000119312523044932/d465966dex31.htm)] [added: December 8, 2015](https://www.sec.gov/Archives/edgar/data/48898/000162828021007817/hubb20210331-ex102.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-02958 | | | [removed: 3.1] [added: 10.2] | | | [removed: 2/22/2023] [added: 4/28/2021] | | | | | |
| 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.](https://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 | | | | | |
| 4.7 | | | [Fifth Supplemental Indenture, dated as of 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.](https://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 | | | | | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 98] [added: 104] | | |
| 4.9 | | | [Sixth Supplemental Indenture, dated as of March 12, 2021, 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.](https://www.sec.gov/Archives/edgar/data/0000048898/000119312521079782/d156140dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0000048898/000119312521079782/d156140dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.2 | | | 3/12/2021 | | | | | |
| 4.10 | | | [Form of 2.300% Senior Notes due [removed: 2031.](https://www.sec.gov/Archives/edgar/data/48898/000119312521079782/d156140dex42.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/48898/000119312521079782/d156140dex42.htm)] | | | 8-K | | | 001-02958 | | | 4.2 | | | 3/12/2021 | | | | | |
| [removed: 4.11] [added: 4.13] | | | [Description of Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231exx411.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex413.htm)] | | | [removed: 10-K] | | | [removed: 001-02958] | | | [removed: 4.11] | | | [removed: 2/08/2024] | | | * | | |
| 10.7† | | | [Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1007.htm) | | | 10-K | | | 001-02958 | | | 10.7 | | | 2/8/2024 | | | [removed: *] | | |
| 10.8† | | | [Form of Performance Share Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1008.htm) | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.8] | | | [added: 2/13/2025] | | | [removed: *] | | |
| 10.9† | | | [Form of Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (cliff)](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1009.htm) | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.9] | | | [added: 2/13/2025] | | | [removed: *] | | |
| 10.10† | | | [Form of Restricted Stock Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1010.htm) | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.10] | | | [added: 2/13/2025] | | | [removed: *] | | |
| 10.11† | | | [Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex1011.htm) | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 10.11] | | | [added: 2/13/2025] | | | [removed: *] | | |
| 10.13† | | | [Hubbell Incorporated Policy for Providing Severance Payments to Senior Employees, as amended and restated effective December 4, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex1014.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/48898/000162828020001557/hubb-20191231xex1014.htm)] | | | 10-K | | | 001-02958 | | | 10.14 | | | 2/14/2020 | | | | | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 99] [added: 105] | | |
| [removed: 10.15†] [added: 10.16†] | | | [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/48898/000162828025005311/hubb-20241231xex1015.htm)] [added: Gumbs](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1019.htm)] | | | 10-K | | | 001-02958 | | | 10.19 | | | 2/8/2024 | | | [removed: *] | | |
| [removed: 10.16†] [added: 10.17†] | | | [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: 10.17†] [added: 10.18†] | | | [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/48898/000162828025005311/hubb-20241231xex1017.htm)] [added: Mikes](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex1021.htm)] | | | 10-K | | | 001-02958 | | | 10.21 | | | 2/8/2024 | | | [removed: *] | | |
| [removed: 10.18†] [added: 10.19†] | | | [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 | | | | | |
| [removed: 10.19] [added: 10.20] | | | [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.](https://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: 10.20] [added: 10.28] | | | [removed: [First Amendment,] [added: [Term Loan Agreement,] dated as of [removed: January 10, 2018,] [added: September 29, 2025,] by and among Hubbell Incorporated, [removed: Hubbell Power Holdings S.à r.l., and Harvey Hubbell Holdings S.à r.l,] the [removed: lenders] [added: Lenders] party [removed: thereto,] [added: thereto] and JPMorgan Chase Bank, [removed: N.A.,] [added: N.A.] as Administrative [removed: Agent.](https://www.sec.gov/Archives/edgar/data/48898/000119312518008982/d521765dex101.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/48898/000119312525226831/d20947dex101.htm)] | | | 8-K | | | 001-02958 | | | 10.1 | | | [removed: 1/11/2018] [added: 10/1/2025] | | | | | |
| 19.1 | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex191.htm) | | | [added: 10-K] | | | [added: 001-02958] | | | [added: 19.1] | | | [added: 2/13/2025] | | | [removed: *] | | |
| 21.1 | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex211.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex211.htm)] | | | | | | | | | | | | | | | * | | |
| 23.1 | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828025005311/hubb-20241231xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex231.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/48898/000162828025005311/hubb-20241231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex311.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/48898/000162828025005311/hubb-20241231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex312.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/48898/000162828025005311/hubb-20241231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex321.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/48898/000162828025005311/hubb-20241231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex322.htm)] | | | | | | | | | | | | | | | | | |
| 97.1 | | | [Compensation Recovery Policy, effective December 1, 2023](https://www.sec.gov/Archives/edgar/data/48898/000162828024003792/hubb-20231231xex971.htm) | | | 10-K | | | 001-02958 | | | 97.1 | | | 2/8/2024 | | | [removed: 8-K] | | |
| 101 | | | The following materials from Hubbell Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) Notes to the Consolidated Financial Statements. | | | | | | | | | | | | | | | * | | |
| 104 | | | The cover page of this Annual Report on Form 10-K for the year end December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL (included within the Exhibit 101 attachments) | | | | | | | | | | | | | | | * | | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 100] [added: 106] | | |
| 3.2 | | | [Amended and Restated By-Laws of the Company, effective May 6, 2025](https://www.sec.gov/Archives/edgar/data/48898/000119312525113841/d773331dex32.htm) | | | S-8 | | | 333- 287002 | | | 3.2 | | | 5/6/2025 | | | | | |
| 4.11 | | | [Seventh Supplemental Indenture, dated as of November 14, 2025, between Hubbell Incorporated and U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/48898/000119312525283157/d67067dex42.htm) | | | 8-K | | | 001-02958 | | | 4.2 | | | 11/04/2025 | | | | | |
| 4.12 | | | [Form of 4.800% Senior Notes due 2035](https://www.sec.gov/Archives/edgar/data/48898/000119312525283157/d67067dex42.htm) | | | 8-K | | | 001-02958 | | | 4.3 | | | 11/04/2025 | | | | | |
| 10.15 | | | [Change in Control Severance Agreement, dated as of January 1, 2026, between Hubbell Incorporated and Joseph A. Capozzoli](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex1015.htm) | | | | | | | | | | | | | | | * | | |
| 10.21† | | | [Hubbell Incorporated Incentive Award Plan](https://www.sec.gov/Archives/edgar/data/48898/000119312525113841/d773331dex101.htm) | | | S-8 | | | 333-287002 | | | 10.1 | | | 5/6/2025 | | | | | |
| 10.22† | | | [Form of Restricted Stock Award Agreement for Directors under the Hubbell Incorporated Incentive Award Plan](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex1022.htm) | | | | | | | | | | | | | | | * | | |
| 10.23† | | | [Form of Performance Share Award Agreement under the Hubbell Incorporated Incentive Award Plan](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex1023.htm) | | | | | | | | | | | | | | | * | | |
| 10.24† | | | [Form of Restricted Stock Award Agreement under the Hubbell Incorporated Incentive Award Plan (cliff)](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex1024.htm) | | | | | | | | | | | | | | | * | | |
| 10.25† | | | [Form of Restricted Stock Award Agreement under the Hubbell Incorporated Incentive Award Plan (incremental)](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex1025.htm) | | | | | | | | | | | | | | | * | | |
| 10.26† | | | [Form of Stock Appreciation Rights Award Agreement under the Hubbell Incorporated Incentive Award Plan](https://www.sec.gov/Archives/edgar/data/48898/000162828026007500/hubb-20251231xex1026.htm) | | | | | | | | | | | | | | | * | | |
| 10.27 | | | [Credit Agreement, dated as of March 25, 2025, by and among Hubbell Incorporated, each foreign subsidiary borrower from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agen](https://www.sec.gov/Archives/edgar/data/48898/000119312525064096/d942784dex101.htm)[t](https://www.sec.gov/Archives/edgar/data/48898/000119312525064096/d942784dex101.htm) | | | 8-K | | | 001-02958 | | | 10.1 | | | 3/26/2025 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Number | | | Description | | | Form | | | File No. | | | Exhibit | | | Filing Date | | | Filed/ Furnished Herewith | | |
| 10.12(c)† | | | [Third Amendment, dated February 10, 2021, to Hubbell Incorporated Defined Contribution Restoration Plan, as amended and restated effective December 8, 2015.](https://www.sec.gov/Archives/edgar/data/48898/000162828021007817/hubb20210331-ex102.htm) | | | 10-Q | | | 001-02958 | | | 10.2 | | | 4/28/2021 | | | | | |
Item 16. FORM 10-K SUMMARY
30 rewritten, 7 added, 7 removed, 18 unchanged
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 101] [added: 107] | | |
| By | | | /s/ JONATHAN M. DEL NERO | | | | | | By | | | /s/ [removed: WILLIAM R. SPERRY] [added: JOSEPH A. CAPOZZOLI] | | |
| | | | Jonathan M. Del Nero | | | | | | | | | [removed: William R. Sperry] [added: Joseph A. Capozzoli] | | |
| | | | *Vice President, Controller* | | | | | | | | | [removed: *Executive] [added: *Senior] Vice President,* | | |
| Date: | | | February [removed: 13, 2025] [added: 12, 2026] | | | | | | | | | | | |
| By | | | /s/ G. W. BAKKER G. W. Bakker | | | *Chairman of the Board, President and Chief Executive Officer* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ [removed: W. R. SPERRY W. R. Sperry] [added: J. A. CAPOZZOLI J. A. Capozzoli] | | | [removed: *Executive] [added: *Senior] Vice President, Chief Financial Officer* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ J. M. DEL NERO J. M. Del Nero | | | *Vice President, Controller (Principal Accounting Officer)* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ C. M. CARDOSO C. M. Cardoso | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ D. L. DIAL D. L. Dial | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ A. J. GUZZI A. J. Guzzi | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ R. A. HERNANDEZ R. A. Hernandez | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ N. J. KEATING N. J. Keating | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ B. C. LIND B. C. Lind | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ J. F. MALLOY J. F. Malloy | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ J. M. POLLINO J. M. Pollino | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| By | | | /s/ G. J. ROCHOW G. J. Rochow | | | *Director* | | | [removed: 2/13/2025] [added: 2/12/2026] | | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 102] [added: 108] | | |
Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024][added: 2025]
| | | | | | | Balance at Beginning of Year | | | | | | Additions / (Reversals) Charged to Costs and Expenses | | | | | | Deductions | | | | | | [added: Other] | | | [added: | | | | | |] Balance at End of Year | | |
| Allowances for doubtful accounts receivable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]
| Year 2023 | | | | | | $ | 14.3 | | | | | $ | (0.2) | | | | | $ | (2.5) | | | | | [added: $] | [added: —] | | [added: | | | | | |] $ | 11.6 | |
| Year 2024 | | | | | | $ | 11.6 | | | | | $ | 1.3 | | | | | $ | (1.6) | | | | | [added: $] | [added: —] | | [added: | | | | | |] $ | 11.3 | |
| Allowance for credit memos, returns and cash discounts: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]
| Year 2023 | | | | | | $ | 44.1 | | | | | $ | 365.5 | | | | | $ | (371.4) | | | | | [added: $] | [added: —] | | [added: | | | | | |] $ | 38.2 | |
| Year 2024 | | | | | | $ | 38.2 | | | | | $ | 356.7 | | | | | $ | (359.7) | | | | | [added: $] | [added: —] | | [added: | | | | | |] $ | 35.2 | |
| Valuation allowance on deferred tax assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]
| Year 2023 | | | | | | $ | 32.2 | | | | | $ | 5.2 | | | | | $ | — | | | | | [added: $] | [added: —] | | [added: | | | | | |] $ | 37.4 | |
| Year 2024 | | | | | | $ | 37.4 | | | | | $ | (0.6) | | | | | $ | (2.7) | | | | | [added: $] | [added: —] | | [added: | | | | | |] $ | 34.1 | |
| HUBBELL INCORPORATED *\- Form 10-K* | | | [removed: 103] [added: 109] | | |
| By | | | /s/ E. H. BAINE E. H. Baine | | | *Director* | | | 2/12/2026 | | |
*(1)As of February 12, 2026.*
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year 2025 | | | | | | $ | 11.3 | | | | | $ | 2.0 | | | | | $ | (1.5) | | | | | $ | 2.1 | | | | | | | | $ | 13.9 | |
| Year 2025 | | | | | | $ | 35.2 | | | | | $ | 369.0 | | | | | $ | (366.1) | | | | | $ | — | | | | | | | | $ | 38.1 | |
| Year 2025 | | | | | | $ | 34.1 | | | | | $ | (0.9) | | | | | $ | (13.5) | | | | | $ | — | | | | | | | | $ | 19.7 | |
| | | | | | | | | | | | |
*(1)As of February 13, 2025.*
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year 2022 | | | | | | $ | 10.6 | | | | | $ | 7.2 | | | | | $ | (3.5) | | | | | | | | $ | 14.3 | |
| Year 2022 | | | | | | $ | 34.7 | | | | | $ | 365.1 | | | | | $ | (355.7) | | | | | | | | $ | 44.1 | |
| Year 2022 | | | | | | $ | 32.6 | | | | | $ | (0.4) | | | | | $ | — | | | | | | | | $ | 32.2 | |