changes in tax laws including multijurisdictional implementation of the Organisation for Economic Co-operation and Development’s comprehensive base erosion and profit shifting plan, or changes in geographic profit mix affecting tax rates and availability of tax incentives; the impact of and ability to fully manage and integrate acquired businesses, including the 2023 acquisitions of EI Electronics LLC, Indústria Eletromecânica Balestro Ltda.; and Northern Star Holdings, Inc. (the Systems Control business), as well as the failure to realize expected synergies and benefits anticipated when we make an acquisition due to potential adverse reactions or changes to business or employee relationships resulting from completion of the transaction, competitive responses to the transaction, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the acquired business, diversion of management’s attention from ongoing business operations and opportunities, and litigation relating to the transaction; the impact of certain divestitures, including the benefits and costs of the sale of the residential lighting business; the ability to effectively develop and introduce new products, expand into new markets and deploy capital; and other factors described in our Securities and Exchange Commission filings, including in the “Business”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Forward-Looking Statements” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q.
7
About the Company
Hubbell Incorporated is a leading manufacturer of utility and electrical solutions enabling customers to operate critical infrastructure safely, reliably and efficiently. With 2023 revenues of $5.4 billion, Hubbell solutions electrify economies and energize communities. The corporate headquarters is located in Shelton, CT.
Contact:
Dan Innamorato
Hubbell Incorporated
40 Waterview Drive
P.O. Box 1000
Shelton, CT 06484
(475) 882-4000
#######
8
NON-GAAP DEFINITIONS
References to "adjusted" operating measures exclude the impact of certain costs, gains or losses. Management believes these adjusted operating measures provide useful information regarding our underlying performance from period to period and an understanding of our results of operations without regard to items we do not consider a component of our core operating performance. Adjusted operating measures are non-GAAP measures, and include adjusted operating income, adjusted operating margin, adjusted net income attributed to Hubbell Incorporated, adjusted net income available to common shareholders, adjusted earnings per diluted share, and Adjusted EBITDA. These non-GAAP measures exclude, where applicable:
•Amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions. 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 7—Goodwill and Other Intangible Assets, under the heading “Total Definite-Lived Intangibles,” within the Company’s audited consolidated financial statements set forth in its Annual Report on Form 10-K for Fiscal Year Ended December 31, 2023. The Company excludes these non-cash expenses because we believe it (i) enhances management’s and investors’ ability to analyze underlying business performance, (ii) facilitates comparisons of our financial results over multiple periods, and (iii) provides more relevant comparisons of our results with the results of other companies as the amortization expense associated with these assets may fluctuate significantly from period to period based on the timing, size, nature, and number of acquisitions. Although we exclude amortization of these acquired intangible assets and inventory step-up from our non-GAAP results, we believe that it is important for investors to understand that revenue generated, in part, from such intangibles is included within revenue in determining adjusted net income attributable to Hubbell Incorporated.
•Transaction, integration, and separation costs associated with our business acquisitions and divestitures. The effects that acquisitions and divestitures may have on our results fluctuate significantly based on the timing, size, and number of transactions, and therefore results in significant volatility in the costs to complete transactions and integrate or separate the businesses. The size of acquisition and divestiture actions taken by the Company in the fourth quarter of 2023 has resulted in a significant increase in these costs, as a result we believe excluding costs, relating to these fourth quarter transactions provides useful and more comparative information to investors to better assess our operating performance.
•Gains or losses from the disposition of a business. The Company excludes these gains or losses because we believe it enhances management's and investors' ability to analyze underlying business performance and facilitates comparisons of our financial results over multiple periods. In the first quarter of 2024 the Company recognized a $5.3 million pre-tax loss on the disposition of the residential lighting business.
•The income tax effect directly related to the disposition of the residential lighting business. In the first quarter of 2024 the Company recognized $6.8 million of income tax expense on the sale of the residential lighting business, primarily driven by differences between book and tax basis in goodwill.
•Income tax effects of the above adjustments, which are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.
9
Adjusted EBITDA is a non-GAAP measure that excludes the items noted above and also excludes the Other income (expense), net, Interest expense, net, and Provision for income taxes captions of the Condensed Consolidated Statement of Income, as well as depreciation and amortization expense.
Net debt (defined as total debt less cash and investments) to total capital is a non-GAAP measure that we believe is a useful measure for evaluating the Company's financial leverage and the ability to meet its funding needs.
Free cash flow is a non-GAAP measure that we believe provides useful information regarding the Company's ability to generate cash without reliance on external financing. In addition, management uses free cash flow to evaluate the resources available for investments in the business, strategic acquisitions and further strengthening the balance sheet.
In connection with our restructuring and related actions, we have incurred restructuring costs as defined by U.S. GAAP, which are primarily severance and employee benefits, asset impairments, accelerated depreciation, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions. We also incur restructuring-related costs, which are costs associated with our business transformation initiatives, including the consolidation of back-office functions and streamlining our processes, and certain other costs and gains associated with restructuring actions. We refer to these costs on a combined basis as "restructuring and related costs", which is a non-GAAP measure.
Organic net sales, a non-GAAP measure, represents net sales according to U.S. GAAP, less net sales from acquisitions and divestitures during the first twelve months of ownership or divestiture, respectively, less the effect of fluctuations in net sales from foreign currency exchange. The period-over-period effect of fluctuations in net sales from foreign currency exchange is calculated as the difference between local currency net sales of the prior period translated at the current period exchange rate as compared to the same local currency net sales translated at the prior period exchange rate. We believe this measure provides management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency, as these activities can obscure underlying trends. When comparing net sales growth between periods excluding the effects of acquisitions, business dispositions and currency exchange rates, those effects are different when comparing results for different periods. For example, because net sales from acquisitions are considered inorganic from the date we complete an acquisition through the end of the first year following the acquisition, net sales from such acquisition are reflected as organic net sales thereafter.
10
There are limitations to the use of non-GAAP measures. Non-GAAP measures do not present complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported GAAP financial results, and should be viewed in conjunction with the most comparable GAAP financial measures and the provided reconciliations thereto. We believe, however, that these non-GAAP financial measures, when viewed together with our GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.
Reconciliations of each of these non-GAAP measures to the most directly comparable GAAP measure can be found in the tables below. When we provide our expectations for organic net sales, adjusted effective tax rate, adjusted diluted EPS and free cash flow on a forward-looking basis, a reconciliation of the differences between the non-GAAP expectations and the corresponding GAAP measures (expected net sales, effective tax rate, diluted EPS and net cash flows provided by operating activities) generally is not available without unreasonable effort due to potentially high variability, complexity and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains and losses, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, certain financing costs, and other structural changes or their probable significance. The variability of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP results.
11
HUBBELL INCORPORATED
Condensed Consolidated Statement of Income
(unaudited)
(in millions, except per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net sales
$
1,442.6
$
1,375.8
$
4,294.2
$
4,027.1
Cost of goods sold
945.5
888.4
2,840.7
2,595.2
Gross profit
497.1
487.4
1,453.5
1,431.9
Selling & administrative expenses
193.3
211.1
620.0
619.0
Operating income
303.8
276.3
833.5
812.9
Operating income as a % of Net sales
21.1
%
20.1
%
19.4
%
20.2
%
Loss on disposition of business
—
—
(5.3)
—
Interest expense, net
(18.7)
(7.8)
(59.6)
(26.7)
Other expense, net
(5.6)
(3.5)
(7.5)
(12.4)
Total other expense, net
(24.3)
(11.3)
(72.4)
(39.1)
Income before income taxes
279.5
265.0
761.1
773.8
Provision for income taxes
58.5
63.0
175.8
180.2
Net income
221.0
202.0
585.3
593.6
Less: Net income attributable to noncontrolling interest
(1.6)
(1.9)
(4.5)
(4.8)
Net income attributable to Hubbell Incorporated
$
219.4
$
200.1
$
580.8
$
588.8
Earnings Per Share:
Basic earnings per share
$
4.08
$
3.72
$
10.80
$
10.96
Diluted earnings per share
$
4.05
$
3.70
$
10.73
$
10.89
12
HUBBELL INCORPORATED
Condensed Consolidated Balance Sheet
(unaudited)
(in millions)
September 30, 2024
December 31, 2023
ASSETS
Cash and cash equivalents
$
435.7
$
336.1
Short-term investments
9.9
12.6
Accounts receivable (net of allowances of $11.4 and $11.6)
894.8
785.4
Inventories, net
850.0
832.9
Other current assets
128.7
129.7
Assets held for sale - current
—
70.5
TOTAL CURRENT ASSETS
2,319.1
2,167.2
Property, plant and equipment, net
692.6
652.6
Investments
85.5
75.8
Goodwill
2,523.5
2,533.4
Other intangible assets, net
1,108.4
1,196.0
Other long-term assets
205.9
197.1
Assets held for sale - non-current
—
91.9
TOTAL ASSETS
$
6,935.0
$
6,914.0
LIABILITIES AND EQUITY
Short-term debt and current portion of long-term debt
$
291.2
$
117.4
Accounts payable
547.5
563.5
Accrued salaries, wages and employee benefits
120.4
173.6
Accrued insurance
77.8
79.1
Other accrued liabilities
359.8
365.2
Liabilities held for sale - current
—
24.6
TOTAL CURRENT LIABILITIES
1,396.7
1,323.4
Long-term debt
1,640.3
2,023.2
Other non-current liabilities
669.2
660.6
Liabilities held for sale - non-current
—
17.5
TOTAL LIABILITIES
3,706.2
4,024.7
Hubbell Incorporated Shareholders' Equity
3,215.0
2,877.0
Noncontrolling interest
13.8
12.3
TOTAL EQUITY
3,228.8
2,889.3
TOTAL LIABILITIES AND EQUITY
$
6,935.0
$
6,914.0
13
HUBBELL INCORPORATED
Condensed Consolidated Statement of Cash Flows
(unaudited)
(in millions)
Nine Months Ended September 30,
2024
2023
Cash Flows From Operating Activities
Net income attributable to Hubbell
$
580.8
$
588.8
Depreciation and amortization
158.8
110.1
Deferred income taxes
4.2
(17.1)
Stock-based compensation expense
24.2
21.6
Provision for bad debt expense
(0.6)
—
Loss on disposition of business
5.3
—
Loss on sale of assets
0.7
1.5
Changes in assets and liabilities, net of acquisitions
Accounts receivable, net
(116.0)
(101.0)
Inventories, net
(30.8)
(39.4)
Accounts payable
(14.0)
25.1
Current liabilities
(66.2)
(45.2)
Other assets and liabilities, net
17.2
2.5
Contributions to defined benefit pension plans
(1.3)
(10.0)
Other, net
(3.5)
(1.6)
Net cash provided by operating activities
558.8
535.3
Cash Flows From Investing Activities
Capital expenditures
(112.4)
(103.8)
Acquisition of businesses, net of cash acquired
5.9
(60.0)
Proceeds from disposal of business, net of cash
122.9
—
Purchases of available-for-sale investments
(11.7)
(13.7)
Proceeds from sales of available-for-sale investments
14.5
15.8
Other, net
0.8
0.3
Net cash provided by (used in) investing activities
20.0
(161.4)
Cash Flows From Financing Activities
Payment of long-term debt
(386.3)
—
Borrowing (Payment) of short-term debt, net
173.6
(1.4)
Payment of dividends
(196.5)
(180.1)
Repurchase of common shares
(30.0)
(30.0)
Other, net
(37.2)
(30.2)
Net cash used by financing activities
(476.4)
(241.7)
Effect of foreign exchange rate changes on cash and cash equivalents
(3.2)
0.3
Increase in cash, cash equivalents and restricted cash
99.2
132.5
Cash and cash equivalents, beginning of year
336.1
440.5
Cash and cash equivalents within assets held for sale, beginning of year
—
—
Restricted cash, included in other assets, beginning of year
3.2
2.8
Less: Restricted cash, included in other assets
2.8
3.0
Cash and cash equivalents, end of quarter
$
435.7
$
572.8
14
HUBBELL INCORPORATED
Earnings Per Share
(unaudited)
(in millions, except per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
Change
2024
2023
Change
Net income attributable to Hubbell (GAAP measure)
$
219.4
$
200.1
10
%
$
580.8
$
588.8
(1)
%
Amortization of acquisition-related intangible assets
28.1
18.4
96.0
54.3
Transaction, integration & separation costs
2.9
—
11.9
—
Loss on disposition of business
—
—
5.3
—
Subtotal
$
250.4
$
218.5
$
694.0
$
643.1
Income tax effects
7.5
4.6
19.4
13.4
Adjusted net income
$
242.9
$
213.9
14
%
$
674.6
$
629.7
7
%
Numerator:
Net income attributable to Hubbell (GAAP measure)
$
219.4
$
200.1
$
580.8
$
588.8
Less: Earnings allocated to participating securities
(0.4)
(0.5)
(1.1)
(1.4)
Net income available to common shareholders (GAAP measure) [a]
$
219.0
$
199.6
10
%
$
579.7
$
587.4
(1)
%
Adjusted net income
$
242.9
$
213.9
$
674.6
$
629.7
Less: Earnings allocated to participating securities
(0.4)
(0.5)
(1.3)
(1.5)
Adjusted net income available to common shareholders [b]
$
242.5
$
213.4
14
%
$
673.3
$
628.2
7
%
Denominator:
Average number of common shares outstanding [c]
53.7
53.6
53.7
53.6
Potential dilutive shares
0.3
0.4
0.3
0.4
Average number of diluted shares outstanding [d]
54.0
54.0
54.0
54.0
Earnings per share (GAAP measure):
Basic [a] / [c]
$
4.08
$
3.72
$
10.80
$
10.96
Diluted [a] / [d]
$
4.05
$
3.70
9
%
$
10.73
$
10.89
(1)
%
Adjusted earnings per diluted share [b] / [d]
$
4.49
$
3.95
14
%
$
12.46
$
11.64
7
%
15
HUBBELL INCORPORATED
Segment Information
(unaudited)
(in millions)
Hubbell Incorporated
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
Change
2024
2023
Change
Net Sales [a]
$
1,442.6
$
1,375.8
5
%
$
4,294.2
$
4,027.1
7
%
Operating Income
GAAP measure [b]
$
303.8
$
276.3
10
%
$
833.5
$
812.9
3
%
Amortization of acquisition-related intangible assets
28.1
18.4
96.0
54.3
Transaction, integration & separation costs
2.9
—
11.9
—
Adjusted operating income [c]
$
334.8
$
294.7
14
%
$
941.4
$
867.2
9
%
Operating margin
GAAP measure [b] / [a]
21.1
%
20.1
%
+100 bps
19.4
%
20.2
%
-80 bps
Adjusted operating margin [c] / [a]
23.2
%
21.4
%
+180 bps
21.9
%
21.5
%
+40 bps
Utility Solutions
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
Change
2024
2023
Change
Net Sales [a]
$
933.1
$
837.9
11
%
$
2,753.6
$
2,450.3
12
%
Operating Income
GAAP measure [b]
$
210.5
$
186.8
13
%
$
564.1
$
563.8
—
%
Amortization of acquisition-related intangible assets
24.1
13.9
83.7
40.8
Transaction, integration & separation costs
1.4
—
5.6
—
Adjusted operating income [c]
$
236.0
$
200.7
18
%
$
653.4
$
604.6
8
%
Operating margin
GAAP measure [b] / [a]
22.6
%
22.3
%
+30 bps
20.5
%
23.0
%
-250 bps
Adjusted operating margin [c] / [a]
25.3
%
24.0
%
+130 bps
23.7
%
24.7
%
-100 bps
Electrical Solutions
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
Change
2024
2023
Change
Net Sales [a]
$
509.5
$
537.9
(5)
%
$
1,540.6
$
1,576.8
(2)
%
Operating Income
GAAP measure [b]
$
93.3
$
89.5
4
%
$
269.4
$
249.1
8
%
Amortization of acquisition-related intangible assets
4.0
4.5
12.3
13.5
Transaction, integration & separation costs
1.5
—
6.3
—
Adjusted operating income [c]
$
98.8
$
94.0
5
%
$
288.0
$
262.6
10
%
Operating margin
GAAP measure [b] / [a]
18.3
%
16.6
%
+170 bps
17.5
%
15.8
%
+170 bps
Adjusted operating margin [c] / [a]
19.4
%
17.5
%
+190 bps
18.7
%
16.7
%
+200 bps
16
HUBBELL INCORPORATED
Organic Net Sales Growth
(unaudited)
(in millions and percentage change)
Hubbell Incorporated
Three Months Ended September 30,
Nine Months Ended September 30,
2024
Inc/(Dec)%
2023
Inc/(Dec)%
2024
Inc/(Dec)%
2023
Inc/(Dec)%
Net sales growth (GAAP measure)
$
66.8
4.9
$
59.6
4.5
$
267.1
6.6
$
298.8
8.0
Impact of acquisitions
128.6
9.4
8.3
0.6
345.9
8.6
67.1
1.8
Impact of divestitures
(45.6)
(3.3)
—
—
(120.9)
(3.0)
—
—
Foreign currency exchange
(2.4)
(0.2)
4.7
0.4
(0.4)
—
(1.1)
—
Organic net sales growth (decline) (non-GAAP measure)
$
(13.8)
(1.0)
$
46.6
3.5
$
42.5
1.0
$
232.8
6.2
Utility Solutions
Three Months Ended September 30,
Nine Months Ended September 30,
2024
Inc/(Dec)%
2023
Inc/(Dec)%
2024
Inc/(Dec)%
2023
Inc/(Dec)%
Net sales growth (GAAP measure)
$
95.2
11.3
$
63.4
8.2
$
303.3
12.4
$
295.5
13.7
Impact of acquisitions
128.6
15.3
8.0
1.0
345.9
14.1
23.3
1.1
Impact of divestitures
—
—
—
—
—
—
—
—
Foreign currency exchange
(1.4)
(0.2)
2.2
0.3
(1.1)
—
(0.2)
—
Organic net sales growth (decline) (non-GAAP measure)
$
(32.0)
(3.8)
$
53.2
6.9
$
(41.5)
(1.7)
$
272.4
12.6
Electrical Solutions
Three Months Ended September 30,
Nine Months Ended September 30,
2024
Inc/(Dec)%
2023
Inc/(Dec)%
2024
Inc/(Dec)%
2023
Inc/(Dec)%
Net sales growth (decline) (GAAP measure)
$
(28.4)
(5.3)
$
(3.8)
(0.7)
$
(36.2)
(2.3)
$
3.3
0.2
Impact of acquisitions
—
—
0.3
—
—
—
43.8
2.8
Impact of divestitures
(45.6)
(8.5)
—
—
(120.9)
(7.6)
—
—
Foreign currency exchange
(1.0)
(0.2)
2.5
0.5
0.7
—
(0.9)
(0.1)
Organic net sales growth (decline) (non-GAAP measure)
$
18.2
3.4
$
(6.6)
(1.2)
$
84.0
5.3
$
(39.6)
(2.5)
17
HUBBELL INCORPORATED
Adjusted EBITDA
(unaudited)
(in millions)
Three Months Ended September 30,
2024
2023
Change
Net income
$
221.0
$
202.0
9
%
Provision for income taxes
58.5
63.0
Interest expense, net
18.7
7.8
Other expense, net
5.6
3.5
Depreciation and amortization
49.3
37.6
Subtotal
132.1
111.9
Adjusted EBITDA
$
353.1
$
313.9
12
%
Nine Months Ended September 30,
2024
2023
Change
Net income
$
585.3
$
593.6
(1)
%
Provision for income taxes
175.8
180.2
Interest expense, net
59.6
26.7
Other expense, net
7.5
12.4
Depreciation and amortization
158.8
110.1
Loss on disposition of business
5.3
—
Subtotal
407.0
329.4
Adjusted EBITDA
$
992.3
$
923.0
8
%
18
HUBBELL INCORPORATED
Restructuring and Related Costs Included in Consolidated Results
(unaudited)
(in millions, except per share amounts)
Three Months Ended September 30,
2024
2023
2024
2023
2024
2023
Costs of goods sold
S&A expense
Total
Restructuring costs (GAAP Measure)
$
1.3
$
1.0
$
—
$
0.1
$
1.3
$
1.1
Restructuring related costs
0.9
1.4
0.7
—
1.6
1.4
Restructuring and related costs (non-GAAP measure)
$
2.2
$
2.4
$
0.7
$
0.1
$
2.9
$
2.5
Nine Months Ended September 30,
2024
2023
2024
2023
2024
2023
Costs of goods sold
S&A expense
Total
Restructuring costs (GAAP Measure)
$
7.9
$
3.2
$
3.1
$
0.2
$
11.0
$
3.4
Restructuring related costs
2.8
5.0
2.1
0.2
4.9
5.2
Restructuring and related costs (non-GAAP measure)
$
10.7
$
8.2
$
5.2
$
0.4
$
15.9
$
8.6
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Restructuring and related costs (benefit) included in Cost of goods sold (non-GAAP measure)
Utility Solutions
$
0.4
$
(0.2)
$
3.6
$
2.7
Electrical Solutions
1.8
2.6
7.1
5.5
Total
$
2.2
$
2.4
$
10.7
$
8.2
Restructuring and related costs included in Selling & administrative expenses (non-GAAP measure)
Utility Solutions
$
—
$
0.1
$
1.6
$
0.3
Electrical Solutions
0.7
—
3.6
0.1
Total
$
0.7
$
0.1
$
5.2
$
0.4
Impact on Income before income taxes (non-GAAP measure)
$
2.9
$
2.5
$
15.9
$
8.6
Impact on Net income available to Hubbell common shareholders (non-GAAP measure)
2.2
1.9
12.0
6.5
Impact on Diluted earnings per share (non-GAAP measure)
$
0.04
$
0.04
$
0.22
$
0.12
19
HUBBELL INCORPORATED
Additional Non-GAAP Financial Measures
(unaudited)
(in millions)
Ratios of Total Debt to Total Capital and Net Debt to Total Capital
September 30, 2024
December 31, 2023
Total Debt (GAAP measure)
$
1,931.5
$
2,140.6
Total Hubbell Shareholders’ Equity
3,215.0
2,877.0
Total Capital
$
5,146.5
$
5,017.6
Total Debt to Total Capital (GAAP measure)
38
%
43
%
Less: Cash and Investments
$
531.1
$
424.5
Net Debt (non-GAAP measure)
$
1,400.4
$
1,716.1
Net Debt to Total Capital (non-GAAP measure)
27
%
34
%
Free Cash Flow Reconciliation
Free Cash Flow Reconciliation
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net cash provided by operating activities (GAAP measure)