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STATE OF CONNECTICUT
|
06-0397030
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
40 Waterview Drive, Shelton, CT
|
06484
|
(Address of principal executive offices)
|
(Zip Code)
|
(475) 882-4000
|
|
(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock - par value $0.01 per share
|
HUBB
|
New York Stock Exchange
|
Indicate by check mark
|
YES
|
NO
|
||
•
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
þ
|
¨
|
||
•
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
|
þ
|
¨
|
||
•
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
|
||||
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
Emerging growth company
¨
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.
¨
|
|||
•
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
¨
|
þ
|
Table of contents
|
|
|
|
|
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
PART I
|
FINANCIAL INFORMATION
|
ITEM 1
|
Financial Statements
|
|
Three Months Ended March 31,
|
|||||
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
||
Net sales
|
$
|
1,087.3
|
|
$
|
991.2
|
|
Cost of goods sold
|
780.0
|
|
708.3
|
|
||
Gross profit
|
307.3
|
|
282.9
|
|
||
Selling & administrative expenses
|
186.4
|
|
183.3
|
|
||
Operating income
|
120.9
|
|
99.6
|
|
||
Interest expense, net
|
(17.5
|
)
|
(17.3
|
)
|
||
Other expense, net
|
(5.4
|
)
|
(6.5
|
)
|
||
Total other expense
|
(22.9
|
)
|
(23.8
|
)
|
||
Income before income taxes
|
98.0
|
|
75.8
|
|
||
Provision for income taxes
|
24.2
|
|
16.0
|
|
||
Net income
|
73.8
|
|
59.8
|
|
||
Less: Net income attributable to noncontrolling interest
|
1.5
|
|
1.5
|
|
||
Net income attributable to Hubbell
|
$
|
72.3
|
|
$
|
58.3
|
|
Earnings per share
|
|
|
|
|
||
Basic
|
$
|
1.32
|
|
$
|
1.06
|
|
Diluted
|
$
|
1.32
|
|
$
|
1.05
|
|
Cash dividends per common share
|
$
|
0.84
|
|
$
|
0.77
|
|
|
Three Months Ended March 31,
|
|||||
(in millions)
|
2019
|
|
2018
|
|
||
Net income
|
$
|
73.8
|
|
$
|
59.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
||
Foreign currency translation adjustments
|
7.1
|
|
9.8
|
|
||
Defined benefit pension and post-retirement plans, net of taxes of ($0.5) and ($0.6)
|
1.5
|
|
2.0
|
|
||
Unrealized gain (loss) on investments, net of taxes of ($0.1) and $0.0
|
0.3
|
|
(0.3
|
)
|
||
Unrealized gain (loss) on cash flow hedges, net of taxes of $0.2 and ($0.2)
|
(0.6
|
)
|
0.6
|
|
||
Other comprehensive income
|
8.3
|
|
12.1
|
|
||
Total comprehensive income
|
82.1
|
|
71.9
|
|
||
Less: Comprehensive income attributable to noncontrolling interest
|
1.5
|
|
1.5
|
|
||
Comprehensive income attributable to Hubbell
|
$
|
80.6
|
|
$
|
70.4
|
|
|
|
|
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
|
||
ASSETS
|
|
|
|
|
||
Current Assets
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
205.3
|
|
$
|
189.0
|
|
Short-term investments
|
9.5
|
|
9.2
|
|
||
Accounts receivable, net
|
716.2
|
|
725.4
|
|
||
Inventories, net
|
663.0
|
|
651.0
|
|
||
Other current assets
|
56.6
|
|
69.1
|
|
||
Total Current Assets
|
1,650.6
|
|
1,643.7
|
|
||
Property, Plant, and Equipment, net
|
504.5
|
|
502.1
|
|
||
Other Assets
|
|
|
|
|
||
Investments
|
57.5
|
|
56.3
|
|
||
Goodwill
|
1,786.8
|
|
1,784.4
|
|
||
Intangible assets, net
|
802.1
|
|
819.5
|
|
||
Other long-term assets
|
174.6
|
|
66.1
|
|
||
TOTAL ASSETS
|
$
|
4,976.1
|
|
$
|
4,872.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
||
Short-term debt and current portion of long-term debt
|
$
|
77.3
|
|
$
|
56.1
|
|
Accounts payable
|
403.7
|
|
393.7
|
|
||
Accrued salaries, wages and employee benefits
|
68.6
|
|
101.6
|
|
||
Accrued insurance
|
70.0
|
|
61.3
|
|
||
Other accrued liabilities
|
228.3
|
|
226.6
|
|
||
Total Current Liabilities
|
847.9
|
|
839.3
|
|
||
Long-Term Debt
|
1,731.5
|
|
1,737.1
|
|
||
Other Non-Current Liabilities
|
569.8
|
|
496.8
|
|
||
TOTAL LIABILITIES
|
3,149.2
|
|
3,073.2
|
|
||
Total Hubbell Shareholders’ Equity
|
1,808.1
|
|
1,780.6
|
|
||
Noncontrolling interest
|
18.8
|
|
18.3
|
|
||
Total Equity
|
1,826.9
|
|
1,798.9
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
4,976.1
|
|
$
|
4,872.1
|
|
|
Three Months Ended March 31,
|
|||||
(in millions)
|
2019
|
2018
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||
Net income
|
$
|
73.8
|
|
$
|
59.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
||||
Depreciation and amortization
|
36.6
|
|
39.3
|
|
||
Deferred income taxes
|
3.0
|
|
(1.4
|
)
|
||
Stock-based compensation
|
4.1
|
|
5.1
|
|
||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
||
Decrease (increase) in accounts receivable, net
|
10.1
|
|
(46.9
|
)
|
||
Increase in inventories, net
|
(10.7
|
)
|
(19.1
|
)
|
||
Increase (decrease) in accounts payable
|
12.6
|
|
(0.7
|
)
|
||
Decrease in current liabilities
|
(61.1
|
)
|
(35.7
|
)
|
||
Changes in other assets and liabilities, net
|
9.2
|
|
(0.5
|
)
|
||
Contribution to qualified defined benefit pension plans
|
(0.1
|
)
|
(0.5
|
)
|
||
Other, net
|
0.6
|
|
0.2
|
|
||
Net cash (used) provided by operating activities
|
78.1
|
|
(0.4
|
)
|
||
Cash Flows from Investing Activities
|
|
|
|
|
||
Capital expenditures
|
(23.3
|
)
|
(22.0
|
)
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
(1,119.4
|
)
|
||
Purchases of available-for-sale investments
|
(1.0
|
)
|
(5.0
|
)
|
||
Proceeds from available-for-sale investments
|
2.7
|
|
5.7
|
|
||
Other, net
|
1.5
|
|
0.9
|
|
||
Net cash used in investing activities
|
(20.1
|
)
|
(1,139.8
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||
Long-term debt borrowings, net
|
(6.3
|
)
|
947.5
|
|
||
Short-term debt borrowings, net
|
21.2
|
|
84.5
|
|
||
Payment of dividends
|
(45.8
|
)
|
(42.2
|
)
|
||
Payment of dividends to noncontrolling interest
|
(1.0
|
)
|
(1.1
|
)
|
||
Repurchase of common shares
|
(10.0
|
)
|
—
|
|
||
Debt issuance costs
|
—
|
|
(7.6
|
)
|
||
Other, net
|
(1.8
|
)
|
(6.1
|
)
|
||
Net cash (used) provided by financing activities
|
(43.7
|
)
|
975.0
|
|
||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
2.0
|
|
6.5
|
|
||
Increase (decrease) in cash and cash equivalents
|
16.3
|
|
(158.7
|
)
|
||
Cash and cash equivalents
|
|
|
||||
Beginning of period
|
189.0
|
|
375.0
|
|
||
End of period
|
$
|
205.3
|
|
$
|
216.3
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
in millions
|
Electrical
|
Power
|
Total
|
|||||||||||||||
Net sales
|
|
|
|
|
|
|
||||||||||||
Hubbell Commercial and Industrial
|
$
|
221.3
|
|
$
|
215.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
221.3
|
|
$
|
215.5
|
|
Hubbell Construction and Energy
|
188.4
|
|
186.4
|
|
—
|
|
—
|
|
188.4
|
|
186.4
|
|
||||||
Hubbell Lighting
|
220.5
|
|
216.2
|
|
—
|
|
—
|
|
220.5
|
|
216.2
|
|
||||||
Hubbell Power Systems
|
—
|
|
—
|
|
457.1
|
|
373.1
|
|
457.1
|
|
373.1
|
|
||||||
Total net sales
|
$
|
630.2
|
|
$
|
618.1
|
|
$
|
457.1
|
|
$
|
373.1
|
|
$
|
1,087.3
|
|
$
|
991.2
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
in millions
|
Electrical
|
Power
|
Total
|
|||||||||||||||
Net sales
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
565.7
|
|
$
|
546.7
|
|
$
|
431.2
|
|
$
|
348.4
|
|
$
|
996.9
|
|
$
|
895.1
|
|
International
|
64.5
|
|
71.4
|
|
25.9
|
|
24.7
|
|
90.4
|
|
96.1
|
|
||||||
Total net sales
|
$
|
630.2
|
|
$
|
618.1
|
|
$
|
457.1
|
|
$
|
373.1
|
|
$
|
1,087.3
|
|
$
|
991.2
|
|
|
|
Pro-forma Three Months Ended
|
||
|
March 31, 2018
|
||
Net sales
|
$
|
1,037.9
|
|
Net income attributable to Hubbell
|
$
|
67.7
|
|
Earnings Per Share:
|
|
||
Basic
|
$
|
1.23
|
|
Diluted
|
$
|
1.22
|
|
|
|
Net Sales
|
Operating Income
|
Operating Income as a % of Net Sales
|
|||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|||||||
Electrical
|
$
|
630.2
|
|
$
|
618.1
|
|
$
|
68.6
|
|
$
|
61.2
|
|
10.9
|
%
|
9.9
|
%
|
Power
|
457.1
|
|
373.1
|
|
52.3
|
|
38.4
|
|
11.4
|
%
|
10.3
|
%
|
||||
TOTAL
|
$
|
1,087.3
|
|
$
|
991.2
|
|
$
|
120.9
|
|
$
|
99.6
|
|
11.1
|
%
|
10.0
|
%
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
||
Raw material
|
$
|
228.0
|
|
$
|
220.2
|
|
Work-in-process
|
115.8
|
|
110.3
|
|
||
Finished goods
|
401.4
|
|
402.3
|
|
||
|
745.2
|
|
732.8
|
|
||
Excess of FIFO over LIFO cost basis
|
(82.2
|
)
|
(81.8
|
)
|
||
TOTAL
|
$
|
663.0
|
|
$
|
651.0
|
|
|
|
Segment
|
|
|
||||||
|
Electrical
|
|
Power
|
|
Total
|
|
|||
BALANCE DECEMBER 31, 2018
|
$
|
714.1
|
|
$
|
1,070.3
|
|
$
|
1,784.4
|
|
Foreign currency translation
|
1.7
|
|
0.7
|
|
2.4
|
|
|||
BALANCE MARCH 31, 2019
|
$
|
715.8
|
|
$
|
1,071.0
|
|
$
|
1,786.8
|
|
|
March 31, 2019
|
December 31, 2018
|
||||||||||
|
Gross Amount
|
|
Accumulated
Amortization
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
||||
Definite-lived:
|
|
|
|
|
|
|
|
|
||||
Patents, tradenames and trademarks
|
$
|
201.9
|
|
$
|
(58.2
|
)
|
$
|
204.4
|
|
$
|
(58.6
|
)
|
Customer/agent relationships and other
|
834.2
|
|
(229.3
|
)
|
833.0
|
|
(212.6
|
)
|
||||
Total
|
$
|
1,036.1
|
|
$
|
(287.5
|
)
|
$
|
1,037.4
|
|
$
|
(271.2
|
)
|
Indefinite-lived:
|
|
|
|
|
|
|
|
|
||||
Tradenames and other
|
53.5
|
|
—
|
|
53.3
|
|
—
|
|
||||
TOTAL
|
$
|
1,089.6
|
|
$
|
(287.5
|
)
|
$
|
1,090.7
|
|
$
|
(271.2
|
)
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
||
Customer program incentives
|
$
|
29.6
|
|
$
|
52.4
|
|
Accrued income taxes
|
5.5
|
|
3.4
|
|
||
Contract liabilities - deferred revenue
|
32.2
|
|
27.7
|
|
||
Customer refund liability
|
14.6
|
|
15.3
|
|
||
Accrued warranties
|
31.0
|
|
33.5
|
|
||
Other
(a)
|
115.4
|
|
94.3
|
|
||
TOTAL
|
$
|
228.3
|
|
$
|
226.6
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
||
Pensions
|
$
|
177.3
|
|
$
|
177.0
|
|
Other post-retirement benefits
|
23.7
|
|
23.7
|
|
||
Deferred tax liabilities
|
124.2
|
|
120.0
|
|
||
Accrued warranties long-term
|
53.2
|
|
59.2
|
|
||
Other
(a)
|
191.4
|
|
116.9
|
|
||
TOTAL
|
$
|
569.8
|
|
$
|
496.8
|
|
|
(in millions, except per
share amounts)
|
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total Hubbell
Shareholders'
Equity
|
Non-
controlling
interest
|
||||||||||||
BALANCE AT
DECEMBER 31, 2018
|
$
|
0.6
|
|
$
|
1.3
|
|
$
|
2,064.4
|
|
$
|
(285.7
|
)
|
$
|
1,780.6
|
|
$
|
18.3
|
|
Net income
|
|
|
|
|
72.3
|
|
|
|
72.3
|
|
1.5
|
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
8.3
|
|
8.3
|
|
|
|
||||||
Stock-based compensation
|
|
|
4.1
|
|
|
|
|
|
4.1
|
|
|
|
||||||
Reclassification of stranded tax effects
|
|
|
|
|
30.0
|
|
(30.0
|
)
|
—
|
|
|
|
||||||
Acquisition/surrender of common shares
(1)
|
|
|
(5.3
|
)
|
(6.3
|
)
|
|
|
(11.6
|
)
|
|
|
||||||
Cash dividends declared ($0.84 per share)
|
|
|
|
|
(45.7
|
)
|
|
|
(45.7
|
)
|
|
|
||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
(1.0
|
)
|
||||||
Director's deferred compensation
|
|
|
0.1
|
|
|
|
|
|
0.1
|
|
|
|
||||||
BALANCE AT
MARCH 31, 2019
|
$
|
0.6
|
|
$
|
0.2
|
|
$
|
2,114.7
|
|
$
|
(307.4
|
)
|
$
|
1,808.1
|
|
$
|
18.8
|
|
(in millions, except per
share amounts)
|
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total Hubbell
Shareholders'
Equity
|
Non-
controlling
interest
|
||||||||||||
BALANCE AT
DECEMBER 31, 2017
|
$
|
0.6
|
|
$
|
11.0
|
|
$
|
1,892.4
|
|
$
|
(269.8
|
)
|
$
|
1,634.2
|
|
$
|
13.7
|
|
Net income
|
|
|
|
|
58.3
|
|
|
|
58.3
|
|
1.5
|
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
12.1
|
|
12.1
|
|
|
|
||||||
Stock-based compensation
|
|
|
5.1
|
|
|
|
|
|
5.1
|
|
|
|
||||||
ASC 606 adoption to retained earnings
|
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
||||||
Acquisition/surrender of common shares
(1)
|
|
|
(6.1
|
)
|
—
|
|
|
|
(6.1
|
)
|
|
|
||||||
Cash dividends declared ($0.77 per share)
|
|
|
|
|
(42.3
|
)
|
|
|
(42.3
|
)
|
|
|
||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
(1.1
|
)
|
||||||
Aclara noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
2.4
|
|
||||||
Director's deferred compensation
|
|
|
0.1
|
|
|
|
|
|
0.1
|
|
|
|
||||||
BALANCE AT
March 31, 2018
|
$
|
0.6
|
|
$
|
10.1
|
|
$
|
1,909.0
|
|
$
|
(257.7
|
)
|
$
|
1,662.0
|
|
$
|
16.5
|
|
|
(debit) credit
|
Cash flow
hedge (loss)
gain
|
Unrealized
gain (loss) on
available-for-
sale securities
|
Pension
and post
retirement
benefit plan
adjustment
|
Cumulative
translation
adjustment
|
Total
|
||||||||||
BALANCE AT DECEMBER 31, 2018
|
$
|
0.8
|
|
$
|
(2.0
|
)
|
$
|
(158.7
|
)
|
$
|
(125.8
|
)
|
$
|
(285.7
|
)
|
Other comprehensive income (loss) before reclassifications
|
(0.3
|
)
|
0.3
|
|
—
|
|
7.1
|
|
7.1
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
(0.3
|
)
|
—
|
|
1.5
|
|
—
|
|
1.2
|
|
|||||
Current period other comprehensive income (loss)
|
(0.6
|
)
|
0.3
|
|
1.5
|
|
7.1
|
|
8.3
|
|
|||||
Reclassification of stranded tax effects
|
—
|
|
—
|
|
(30.0
|
)
|
—
|
|
(30.0
|
)
|
|||||
BALANCE AT MARCH 31, 2019
|
$
|
0.2
|
|
$
|
(1.7
|
)
|
$
|
(187.2
|
)
|
$
|
(118.7
|
)
|
$
|
(307.4
|
)
|
Details about Accumulated Other
Comprehensive Loss Components
|
Three Months Ended March 31, 2019
|
Three Months Ended March 31, 2018
|
|
Location of Gain (Loss)
Reclassified into Income
|
||||
Cash flow hedges gain (loss):
|
|
|
|
|
|
|
||
Forward exchange contracts
|
$
|
0.2
|
|
$
|
—
|
|
|
Net sales
|
|
0.3
|
|
(0.2
|
)
|
|
Cost of goods sold
|
||
|
0.5
|
|
(0.2
|
)
|
|
Total before tax
|
||
|
(0.2
|
)
|
—
|
|
|
Tax benefit (expense)
|
||
|
$
|
0.3
|
|
$
|
(0.2
|
)
|
|
Gain (loss) net of tax
|
Amortization of defined benefit pension and post retirement benefit items:
|
|
|
|
|
|
|
||
Prior-service costs
|
$
|
0.2
|
|
$
|
0.2
|
|
(a)
|
|
Actuarial gains/(losses)
|
(2.2
|
)
|
(2.8
|
)
|
(a)
|
|
||
|
(2.0
|
)
|
(2.6
|
)
|
|
Total before tax
|
||
|
0.5
|
|
0.6
|
|
|
Tax benefit (expense)
|
||
|
$
|
(1.5
|
)
|
$
|
(2.0
|
)
|
|
Gain (loss) net of tax
|
Losses reclassified into earnings
|
$
|
(1.2
|
)
|
$
|
(2.2
|
)
|
|
Gain (loss) net of tax
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 12
–
Pension and Other Benefits in the Notes to Condensed Consolidated Financial Statements for additional details).
|
|
|
Three Months Ended March 31,
|
|||||
|
2019
|
|
2018
|
|
||
Numerator:
|
|
|
|
|
||
Net income attributable to Hubbell
|
$
|
72.3
|
|
$
|
58.3
|
|
Less: Earnings allocated to participating securities
|
(0.3
|
)
|
(0.2
|
)
|
||
Net income available to common shareholders
|
$
|
72.0
|
|
$
|
58.1
|
|
Denominator:
|
|
|
|
|
||
Average number of common shares outstanding
|
54.4
|
|
54.7
|
|
||
Potential dilutive common shares
|
0.2
|
|
0.4
|
|
||
Average number of diluted shares outstanding
|
54.6
|
|
55.1
|
|
||
Earnings per share:
|
|
|
|
|
||
Basic
|
$
|
1.32
|
|
$
|
1.06
|
|
Diluted
|
$
|
1.32
|
|
$
|
1.05
|
|
|
|
Pension Benefits
|
Other Benefits
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
||||
Service cost
|
$
|
0.5
|
|
$
|
1.1
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
8.7
|
|
8.6
|
|
0.3
|
|
0.2
|
|
||||
Expected return on plan assets
|
(7.6
|
)
|
(8.5
|
)
|
—
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
—
|
|
(0.2
|
)
|
(0.2
|
)
|
||||
Amortization of actuarial losses
|
2.2
|
|
2.8
|
|
—
|
|
—
|
|
||||
NET PERIODIC BENEFIT COST
|
$
|
3.8
|
|
$
|
4.0
|
|
$
|
0.1
|
|
$
|
—
|
|
|
|
2019
|
2018
|
||||
BALANCE AT JANUARY 1,
|
$
|
92.7
|
|
$
|
14.0
|
|
Provision
(a)
|
3.5
|
|
3.2
|
|
||
Expenditures/other
|
(12.0
|
)
|
(4.5
|
)
|
||
Acquisitions
(b)
|
—
|
|
44.4
|
|
||
BALANCE AT MARCH 31,
|
$
|
84.2
|
|
$
|
57.1
|
|
|
Asset (Liability)
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Quoted Prices in
Active Markets for
Similar Assets
(Level 2)
|
Unobservable inputs for which little or no market data exists (Level 3)
|
Total
|
|
|||||||
March 31, 2019
|
|
|
|
|
||||||||
Money market funds
(a)
|
$
|
24.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24.8
|
|
Time Deposits
(a)
|
—
|
|
21.3
|
|
—
|
|
21.3
|
|
||||
Available for sale investments
|
—
|
|
47.3
|
|
2.5
|
|
49.8
|
|
||||
Trading securities
|
17.2
|
|
—
|
|
—
|
|
17.2
|
|
||||
Deferred compensation plan liabilities
|
(17.2
|
)
|
—
|
|
—
|
|
(17.2
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets
(b)
|
—
|
|
0.8
|
|
—
|
|
0.8
|
|
||||
Forward exchange contracts-(Liabilities)
(c)
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
||||
TOTAL
|
$
|
24.8
|
|
$
|
69.3
|
|
$
|
2.5
|
|
$
|
96.6
|
|
|
|
|
|
|
||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Quoted Prices in
Active Markets for
Similar Assets
(Level 2)
|
Unobservable inputs for which little or no market data exists (Level 3)
|
Total
|
|
|||||||
December 31, 2018
|
|
|
|
|
||||||||
Money market funds
(a)
|
$
|
15.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
15.1
|
|
Time Deposits
(a)
|
—
|
|
20.9
|
|
—
|
|
20.9
|
|
||||
Available for sale investments
|
—
|
|
48.9
|
|
2.3
|
|
51.2
|
|
||||
Trading securities
|
14.3
|
|
—
|
|
—
|
|
14.3
|
|
||||
Deferred compensation plan liabilities
|
(14.3
|
)
|
—
|
|
—
|
|
(14.3
|
)
|
||||
Derivatives:
|
|
|
|
|
||||||||
Forward exchange contracts-Assets
(b)
|
—
|
|
1.6
|
|
—
|
|
1.6
|
|
||||
Forward exchange contracts-(Liabilities)
(c)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
TOTAL
|
$
|
15.1
|
|
$
|
71.4
|
|
$
|
2.3
|
|
$
|
88.8
|
|
|
Derivative Gain/(Loss) Recognized in
Accumulated Other Comprehensive
Income (net of tax)
|
Location of Gain/(Loss)
Reclassified into Income
|
Gain/(Loss) Reclassified into
Earnings Effective Portion (net of tax)
|
||||||||||
Derivative Instrument
|
2019
|
|
2018
|
|
(Effective Portion)
|
2019
|
|
2018
|
|
||||
Forward exchange contract
|
$
|
(0.3
|
)
|
$
|
0.4
|
|
Net sales
|
$
|
0.1
|
|
$
|
—
|
|
|
|
|
Cost of goods sold
|
$
|
0.2
|
|
$
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
|
Cost of goods sold
|
Selling & administrative expense
|
Total
|
|||||||||||||||
Electrical Segment
|
$
|
0.2
|
|
$
|
0.8
|
|
$
|
1.0
|
|
$
|
(0.1
|
)
|
$
|
1.2
|
|
$
|
0.7
|
|
Power Segment
|
0.5
|
|
—
|
|
1.3
|
|
—
|
|
1.8
|
|
—
|
|
||||||
Total Pre-Tax Restructuring Costs
|
$
|
0.7
|
|
$
|
0.8
|
|
$
|
2.3
|
|
$
|
(0.1
|
)
|
$
|
3.0
|
|
$
|
0.7
|
|
|
|
Beginning Accrued Restructuring Balance 1/1/19
|
|
Pre-tax Restructuring Costs
|
|
Utilization and Foreign Exchange
|
|
Ending Accrued Restructuring Balance 3/31/2019
|
|
||||
2019 Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
—
|
|
$
|
1.8
|
|
$
|
(0.5
|
)
|
$
|
1.3
|
|
Asset write-downs
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Facility closure and other costs
|
—
|
|
0.7
|
|
(0.6
|
)
|
0.1
|
|
||||
Total 2019 Restructuring Actions
|
$
|
—
|
|
$
|
2.5
|
|
$
|
(1.1
|
)
|
$
|
1.4
|
|
2018 and Prior Restructuring Actions
|
|
|
|
|
||||||||
Severance
|
$
|
7.7
|
|
$
|
0.1
|
|
$
|
(2.5
|
)
|
$
|
5.3
|
|
Asset write-downs
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Facility closure and other costs
(a)
|
13.3
|
|
0.4
|
|
(0.8
|
)
|
12.9
|
|
||||
Total 2018 and Prior Restructuring Actions
|
$
|
21.0
|
|
$
|
0.5
|
|
$
|
(3.3
|
)
|
$
|
18.2
|
|
Total Restructuring Actions
|
$
|
21.0
|
|
$
|
3.0
|
|
$
|
(4.4
|
)
|
$
|
19.6
|
|
|
Total expected costs
|
|
Costs incurred during 2018
|
|
Costs incurred during first three months of 2019
|
|
Remaining costs at 3/31/2019
|
|
||||
2019 Restructuring Actions
|
|
|
|
|
||||||||
Electrical Segment
|
$
|
1.2
|
|
$
|
—
|
|
$
|
1.1
|
|
$
|
0.1
|
|
Power Segment
|
1.4
|
|
—
|
|
1.4
|
|
—
|
|
||||
Total 2019 Restructuring Actions
|
$
|
2.6
|
|
$
|
—
|
|
$
|
2.5
|
|
$
|
0.1
|
|
2018 and Prior Restructuring Actions
|
|
|
|
|
||||||||
Electrical Segment
|
$
|
14.3
|
|
$
|
8.3
|
|
$
|
0.1
|
|
$
|
5.9
|
|
Power Segment
|
5.1
|
|
3.7
|
|
0.4
|
|
1.0
|
|
||||
Total 2018 and Prior Restructuring Actions
(a)
|
$
|
19.4
|
|
$
|
12.0
|
|
$
|
0.5
|
|
$
|
6.9
|
|
Total Restructuring Actions
|
$
|
22.0
|
|
$
|
12.0
|
|
$
|
3.0
|
|
$
|
7.0
|
|
|
(in millions)
|
March 31, 2019
|
||
Operating lease right-of-use assets
|
$
|
102.1
|
|
TOTAL ASSETS
|
$
|
102.1
|
|
|
|
||
Other accrued liabilities
|
$
|
31.4
|
|
Other Non-Current Liabilities
|
74.2
|
|
|
TOTAL LIABILITIES
|
$
|
105.6
|
|
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total Payments
|
Imputed Interest
|
Total
|
||||||||||
Operating Leases
|
26.0
|
|
27.8
|
|
19.1
|
|
11.8
|
|
11.0
|
|
20.9
|
|
116.6
|
|
(11.0
|
)
|
$
|
105.6
|
|
ITEM 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
% of Net sales
|
|
2018
|
|
% of Net sales
|
|
||
Net sales
|
$
|
1,087.3
|
|
|
|
$
|
991.2
|
|
|
|
Cost of goods sold
|
780.0
|
|
71.7
|
%
|
708.3
|
|
71.5
|
%
|
||
Gross profit
|
307.3
|
|
28.3
|
%
|
282.9
|
|
28.5
|
%
|
||
Selling & administrative ("S&A") expense
|
186.4
|
|
17.1
|
%
|
183.3
|
|
18.5
|
%
|
||
Operating income
|
120.9
|
|
11.1
|
%
|
99.6
|
|
10.0
|
%
|
||
Net income attributable to Hubbell
|
72.3
|
|
6.6
|
%
|
58.3
|
|
5.9
|
%
|
||
EARNINGS PER SHARE – DILUTED
|
$
|
1.32
|
|
|
|
$
|
1.05
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
% of Net sales
|
2018
|
|
% of Net sales
|
||||
Gross profit (GAAP measure)
|
$
|
307.3
|
|
28.3
|
%
|
$
|
282.9
|
|
28.5
|
%
|
Amortization of acquisition-related intangible assets
|
6.1
|
|
|
10.7
|
|
|
||||
Adjusted gross profit
|
$
|
313.4
|
|
28.8
|
%
|
$
|
293.6
|
|
29.6
|
%
|
|
|
|
|
|
||||||
S&A expenses (GAAP measure)
|
$
|
186.4
|
|
17.1
|
%
|
$
|
183.3
|
|
18.5
|
%
|
Amortization of acquisition-related intangible assets
|
12.1
|
|
|
11.7
|
|
|
||||
Aclara transaction costs
|
—
|
|
|
8.7
|
|
|
||||
Adjusted S&A expenses
|
$
|
174.3
|
|
16.0
|
%
|
$
|
162.9
|
|
16.4
|
%
|
|
|
|
|
|
||||||
Operating income (GAAP measure)
|
$
|
120.9
|
|
11.1
|
%
|
$
|
99.6
|
|
10.0
|
%
|
Amortization of acquisition-related intangible assets
|
18.2
|
|
|
22.4
|
|
|
||||
Aclara transaction costs
|
—
|
|
|
8.7
|
|
|
||||
Adjusted operating income
|
$
|
139.1
|
|
12.8
|
%
|
$
|
130.7
|
|
13.2
|
%
|
|
|
|
|
|
||||||
Net income attributable to Hubbell (GAAP measure)
|
$
|
72.3
|
|
|
$
|
58.3
|
|
|
||
Amortization of acquisition-related intangible assets, net of tax
|
13.6
|
|
|
16.8
|
|
|
||||
Aclara transaction costs, net of tax
|
—
|
|
|
8.7
|
|
|
||||
Adjusted net income attributable to Hubbell
|
$
|
85.9
|
|
|
$
|
83.8
|
|
|
||
Less: Earnings allocated to participating securities
|
(0.3
|
)
|
|
(0.3
|
)
|
|
||||
Adjusted net income available to common shareholders
|
$
|
85.6
|
|
|
$
|
83.5
|
|
|
||
Average number of diluted shares outstanding
|
54.6
|
|
|
55.1
|
|
|
||||
ADJUSTED EARNINGS PER SHARE – DILUTED
|
$
|
1.57
|
|
|
|
$
|
1.51
|
|
|
|
|
Three Months Ended March 31,
|
|||||
(In millions)
|
2019
|
|
2018
|
|
||
Net sales
|
$
|
630.2
|
|
$
|
618.1
|
|
Operating income
|
68.6
|
|
61.2
|
|
||
Amortization of acquisition-related intangible assets
|
5.7
|
|
6.0
|
|
||
Adjusted operating income
|
$
|
74.3
|
|
$
|
67.2
|
|
Operating margin
|
10.9
|
%
|
9.9
|
%
|
||
Adjusted operating margin
|
11.8
|
%
|
10.9
|
%
|
|
Three Months Ended March 31,
|
|||||
(In millions)
|
2019
|
|
2018
|
|
||
Net sales
|
$
|
457.1
|
|
$
|
373.1
|
|
Operating income
|
52.3
|
|
38.4
|
|
||
Amortization of acquisition-related intangible assets
|
12.5
|
|
16.4
|
|
||
Aclara transaction costs
|
—
|
|
8.7
|
|
||
Adjusted operating income
|
$
|
64.8
|
|
$
|
63.5
|
|
Operating margin
|
11.4
|
%
|
10.3
|
%
|
||
Adjusted operating margin
|
14.2
|
%
|
17.0
|
%
|
|
|
Three Months Ended March 31,
|
|||||
(In millions)
|
2019
|
|
2018
|
|
||
Net cash provided by (used in):
|
|
|
|
|
||
Operating activities
|
$
|
78.1
|
|
$
|
(0.4
|
)
|
Investing activities
|
(20.1
|
)
|
(1,139.8
|
)
|
||
Financing activities
|
(43.7
|
)
|
975.0
|
|
||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
2.0
|
|
6.5
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
$
|
16.3
|
|
$
|
(158.7
|
)
|
|
Costs incurred in the three months ended
March 31, 2019
|
|
Additional expected costs
|
|
Expected completion date
|
||
2019 Restructuring Actions
|
$
|
2.5
|
|
$
|
0.1
|
|
2019
|
2018 and Prior Restructuring Actions
(a)
|
0.5
|
|
6.9
|
|
2019
|
||
Total Restructuring cost (GAAP measure)
|
$
|
3.0
|
|
$
|
7.0
|
|
|
Restructuring-related costs
|
0.3
|
|
1.4
|
|
|
||
Restructuring and related costs (Non-GAAP)
|
$
|
3.3
|
|
$
|
8.4
|
|
|
◦
|
$
50.0 million
and $
26.0 million
of commercial paper borrowings outstanding at
March 31, 2019
and
December 31, 2018
, respectively.
|
◦
|
$25.0 million of long-term debt classified as short-term within current liabilities in the Condensed Consolidated Balance sheets, reflecting maturities within the next twelve months relating to our borrowing under the Term Loan.
|
◦
|
$2.3 million at
March 31, 2019
and $5.1 million at
December 31, 2018
, respectively, of borrowings to support our international operations in China.
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
|
||
Total Debt
|
$
|
1,808.8
|
|
$
|
1,793.2
|
|
Total Hubbell Shareholders’ Equity
|
1,808.1
|
|
1,780.6
|
|
||
TOTAL CAPITAL
|
$
|
3,616.9
|
|
$
|
3,573.8
|
|
Total Debt to Total Capital
|
50
|
%
|
50
|
%
|
||
Cash and Investments
|
272.3
|
|
254.5
|
|
||
Net Debt
|
$
|
1,536.5
|
|
$
|
1,538.7
|
|
Net Debt to Total Capital
|
42
|
%
|
43
|
%
|
◦
|
Cash flows from operations and existing cash resources: In addition to cash flows from operations, we also had
$205.3 million
of cash and cash equivalents at
March 31, 2019
, of which approximately 8% was held inside the United States and the remainder held internationally.
|
◦
|
On January 31, 2018, the Company entered into a five-year revolving credit agreement (the "2018 Credit Facility") with a syndicate of lenders that provides a $750 million committed revolving credit facility and terminated all commitments under the 2015 Credit Facility. Commitments under the 2018 Credit Facility may be increased (subject to certain conditions) to an aggregate amount not to exceed $1.250 billion. The interest rate applicable to borrowings under the 2018 Credit Facility is generally either the adjusted LIBOR plus an applicable margin (determined by a ratings based grid) or the alternate base rate. The single financial covenant in the 2018 Credit Facility requires that total debt not exceed 65% of total capitalization as of the last day of each fiscal quarter of the Company. The 2018 Credit Facility expires in February 2023. As of
March 31, 2019
the Company had not drawn against the facility.
|
◦
|
In addition to our commercial paper program and existing revolving credit facility, we also have the ability to obtain additional financing through the issuance of long-term debt. Considering our current credit rating, historical earnings performance, and financial position, we believe that we would be able to obtain additional long-term debt financing on attractive terms.
|
|
|
•
|
Changes in demand for our products, market conditions, product quality, or product availability affecting sales levels.
|
•
|
Changes in markets or competition adversely affecting realization of price increases.
|
•
|
Failure to achieve projected levels of efficiencies, cost savings and cost reduction measures, including those expected as a result of our lean initiatives and strategic sourcing plans.
|
•
|
Impacts of trade tariffs, import quotas or other trade restrictions or measures taken by the U.S., U.K. and other countries.
|
•
|
Availability and costs of raw materials, purchased components, energy and freight.
|
•
|
Changes in expected or future levels of operating cash flow, indebtedness and capital spending.
|
•
|
General economic and business conditions in particular industries, markets or geographic regions, as well as inflationary trends.
|
•
|
Regulatory issues, changes in tax laws including the TCJA, or changes in geographic profit mix affecting tax rates and availability of tax incentives.
|
•
|
A major disruption in one or more of our manufacturing or distribution facilities or headquarters, including the impact of plant consolidations and relocations.
|
•
|
Changes in our relationships with, or the financial condition or performance of, key distributors and other customers, agents or business partners which could adversely affect our results of operations.
|
•
|
Impact of productivity improvements on lead times, quality and delivery of product.
|
•
|
Anticipated future contributions and assumptions including changes in interest rates and plan assets with respect to pensions, as well as withdrawal liabilities.
|
•
|
Adjustments to product warranty accruals in response to claims incurred, historical experiences and known costs.
|
•
|
Unexpected costs or charges, certain of which might be outside of our control.
|
•
|
Changes in strategy, economic conditions or other conditions outside of our control affecting anticipated future global product sourcing levels.
|
•
|
Ability to carry out future acquisitions and strategic investments in our core businesses as well as the acquisition related costs.
|
•
|
Ability to successfully execute, manage and integrate key acquisitions and mergers.
|
•
|
The ability to effectively implement ERP systems without disrupting operational and financial processes.
|
•
|
Unanticipated difficulties integrating acquisitions as well as the realization of expected synergies and benefits anticipated when we make an acquisition.
|
•
|
The ability of government customers to meet their financial obligations.
|
•
|
Political unrest in foreign countries.
|
•
|
The impact of Brexit and other world economic and political issues.
|
•
|
Natural disasters.
|
•
|
Failure of information technology systems or security breaches resulting in unauthorized disclosure of confidential information.
|
•
|
Future revisions or clarifications of the TCJA.
|
•
|
Future repurchases of common stock under our common stock repurchase program.
|
•
|
Changes in accounting principles, interpretations, or estimates.
|
•
|
The outcome of environmental, legal and tax contingencies or costs compared to amounts provided for such contingencies.
|
•
|
Adverse changes in foreign currency exchange rates and the potential use of hedging instruments to hedge the exposure to fluctuating rates of foreign currency exchange on inventory purchases.
|
•
|
Transitioning from LIBOR to a replacement alternative reference rate.
|
•
|
Other factors described in our Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
.
|
ITEM 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 4
|
Controls and Procedures
|
PART II
|
OTHER INFORMATION
|
ITEM 1A
|
Risk Factors
|
ITEM 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Total Number of Shares of Common Stock Purchased
|
|
Average Price Paid per share of Common Stock
|
|
Approximate Value of Shares that May Yet Be Purchased Under
the Programs
|
|
||
Period
|
(000’s)
|
|
Share
|
|
(in millions)
|
|
||
BALANCE AS OF DECEMBER 31, 2018
|
|
|
|
|
$
|
360.0
|
|
|
January 2019
|
—
|
|
$
|
—
|
|
$
|
360.0
|
|
February 2019
|
86
|
|
$
|
116.56
|
|
$
|
350.0
|
|
March 2019
|
—
|
|
$
|
—
|
|
$
|
350.0
|
|
TOTAL FOR THE QUARTER ENDED MARCH 31, 2019
|
86
|
|
$
|
116.56
|
|
|
|
ITEM 6
|
Exhibits
|
|
|
Incorporated by Reference
|
|
|
||
Exhibit
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed/
Furnished
Herewith
|
31.1
|
|
|
|
|
*
|
|
31.2
|
|
|
|
|
*
|
|
32.1
|
|
|
|
|
**
|
|
32.2
|
|
|
|
|
**
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
HUBBELL INCORPORATED
|
|
|
|
|
|
|
|
|
|
By
|
/s/ William R. Sperry
|
By
|
/s/ Joseph A. Capozzoli
|
|
|
William R. Sperry
|
|
Joseph A. Capozzoli
|
|
|
Senior Vice President and Chief Financial Officer
|
|
Vice President, Controller (Principal Accounting Officer)
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Quanta Services, Inc. | PWR |
Thermo Fisher Scientific Inc. | TMO |
WESCO International, Inc. | WCC |
Suppliers
Supplier name | Ticker |
---|---|
ABB Ltd | ABB |
The Boeing Company | BA |
DuPont de Nemours, Inc. | DD |
General Electric Company | GE |
Southern Copper Corporation | SCCO |
Newmont Corporation | NEM |
General Dynamics Corporation | GD |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|