HUBBHubbell Incorporated

We note your reconciliations of adjusted operating measures on page 24 appear to essentially provide a non-GAAP income statement as they include most of the line items and subtotals presented on your GAAP income statement.

Rest of the question

Please explain to us how you determined the current format is appropriate and complies with Question 102.10 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non- GAAP Financial Measures or tell us how you plan to modify it in future filings, so as not to give undue prominence to the non-GAAP financial measures presented. 2022 Compared to 2021, page 25

The Company believes that its reconciliations of operating measures do not present an income statement of non-GAAP measures, because the purpose and context of the reconciliations are carefully explained in the text preceding the table of reconciliations, line items such as Net sales, Costs of goods sold and Net income from continuing operations are not included in the reconciliations, and the specific adjusted measures are clearly indicated, thus further differentiating the reconciliations from a full income statement.

Rest of the answer

In addition, the Company believes that by presenting the various reconciliations in the concise format that it has employed, it provides investors with all reconciliations in an integrated and clear presentation.

Nevertheless, in order to address the Staff’s concern that the reconciliations are not fully compliant with Question 102.10 referenced by the Staff above, the Company will, in future filings, eliminate certain adjusted measures including Adjusted S&A expenses and Adjusted gross profit in order to reduce the number of line items that are in common with the GAAP income statement included in such filings. In addition, the Company will, in future filings, present the reconciliations in separate tables so as to avoid the appearance of an income statement, as illustrated below.

The following table reconciles Adjusted operating income, a non-GAAP measure, to Operating income, the directly comparable GAAP financial measure (in millions):

Three Months Ended March 31,

2023

% of Net sales

2022

Operating income (GAAP measure)

$

248.8

19.4

%

142.9

12.4

Amortization of acquisition-related intangible assets

17.8

1.3

17.5

1.5

Adjusted operating income (non-GAAP measure)

266.6

20.7

160.4

13.9

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

Diluted Per

Share

Per Share

Net income from continuing operations attributable to Hubbell Incorporated (GAAP measure)

181.9

3.37

102.5

1.88

0.33

0.32

Subtotal

199.7

3.70

120.0

2.20

Income tax effects(1)

4.4

0.08

4.3

Adjusted net income from continuing operations attributable to Hubbell Incorporated (non-GAAP measure)

195.3

3.62

115.7

2.12

Less: Earnings allocated to participating securities

(0.5

)

(0.01

(0.3

—

Adjusted net income from continuing operations available to common shareholders (non-GAAP measure)

194.8

3.61

115.4

(1)

The income tax effects are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.

Read in the reply ↗

It appears to us your current disclosures related to multiple financial statement line items are similar and do not adequately quantify the factors you identify or explain the underlying reasons for changes, including if and how the changes could impact future results.

Rest of the question

Please revise your disclosures in future annual and quarterly filings to more fully address the following: • When you disclose and discuss multiple factors that impact your results, quantify the impact of the factors you identify, for example, we note you identify multiple and offsetting factors that impacted consolidated net sales, net sales by segment, cost of goods sold, gross profit, operating income, and operating income by segment; • In regard to consolidated net sales and net sales by segment, quantify the impact of favorable price realization and higher unit volumes and disclose and discuss the reasons for changes; • In regard to cost of goods sold, gross profit, operating income, and operating income by segment, quantify the impact of favorable price realization and higher costs and disclose and discuss the reasons for changes; and • In regard to the Utility Solutions segment, more fully explain the facts and circumstances related to the commercial resolution and disclose the impact.

The Company acknowledges the Staff’s comment and confirms that, in future filings, it will quantify multiple factors that impact its results and provide additional disclosures regarding reasons for the disclosed changes as requested above.

***

The Company would like to finalize and file its Quarterly Report on Form 10-Q for the quarter ended March 31,

2023 as soon as practicable.

Rest of the answer

Accordingly, we respectfully request your response to this letter at your earliest possible opportunity.

If you or any other member of the Staff should have any further comments or questions regarding this response, please do not hesitate to contact the undersigned at wsperry@hubbell.com or 475-882-4293.

Read in the reply ↗

We note your adjusted measures exclude amortization of intangible assets associated with business acquisitions. Please expand your disclosures in all future filings to more fully address the following: • Describe what amortization is being excluded from the measures [all amortization, step up], explain why it is being excluded, and identify the specific asset or assets the exclusions relate to.

Rest of the question

• Explain why you believe the measures are useful. We note you refer to core operations; however, it is not clear why you exclude amortization of intangible assets on that basis since the measures include revenue from core operations generated, in part, by acquired intangible assets. • Describe the limitations of the measures and clearly state that although amortization for intangible assets is being excluded, revenue generated, in part, from related assets is not being excluded.

The Company acknowledges the Staff’s comment and confirms that in future filings we will expand our disclosures to address these items. For illustrative purposes, the Company intends to incorporate the following disclosure within Management’s Discussion and Analysis of Financial Condition and Results of Operations, with appropriate modifications for the applicable reporting periods:

Adjusted operating measures exclude amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions.

Rest of the answer

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

6—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, 20xx. 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.

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.

Read in the reply ↗

In your reconciliations related to adjusted net income, we note you present adjustments, net of tax. Please revise your reconciliations in all future filings to reflect the impact of income taxes as a separate adjustment and to explain how the tax impact is calculated. Refer to Question 102.11 of the updated Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s comment and confirms that, in future filings, it will present non-GAAP adjustments on a pre-tax basis, will present the impact of income taxes as a separate adjustment in the reconciliation table and will include a clear explanation of the adjustment.

For illustrative purposes, the Company intends to incorporate the following presentation within Management’s Discussion and Analysis of Financial

Condition and Results of Operations, with appropriate modifications for the applicable reporting periods:

For the Year Ended December 31,

2019

% of Net

Rest of the answer

sales

2018

Net income attributable to Hubbell (GAAP measure)

$

400.9

360.2

Amortization of acquisition-related intangible assets

72.1

75.9

Gain on disposition of business

(21.7

)

—

Multi-employer pension expense

8.5

Loss on investment

5.0

Aclara transaction costs

12.8

Loss on early extinguishment of debt

Total pre-tax adjustments to net income

63.9

88.7

Income tax effects (1)

(19.1

(20.9

Adjusted net income attributable to Hubbell

445.7

428.0

Less: Earnings allocated to participating securities

(1.7

(1.5

Adjusted net income available to common shareholders

444.0

426.5

Average number of diluted shares outstanding

54.7

54.9

ADJUSTED EARNINGS PER SHARE — DILUTED

8.12

7.77

(1)

The income tax effects are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted. For 2019, the gain on the disposition of business was not taxable in the jurisdiction of sale but resulted in additional U.S. and Canadian tax and adjustments were made accordingly.

Furthermore, no tax effects are reflected for the loss on investment because the Company recorded a full valuation allowance against the loss based on its evaluation that it is more likely than not that the benefit of the realized loss will not be recognized for tax purposes.

Read in the reply ↗

We note your Results of Operations discussion refers to the term "organic" in the context of net sales growth and volumes. It appears your measure "organic net sales" represents a non-GAAP financial measure and it is unclear how the measure is determined, particularly what the measure excludes.

Rest of the question

Please expand your disclosure in all future filings to clearly describe your definition of "organic net sales" and provide all the information required by Item 10(e) of Regulation S-K.

The Company acknowledges the Staff’s comment and confirms that, in future filings, it will clearly define “organic net sales” and provide information required by Item 10(e) of Regulation S-K. For illustrative purposes, the Company will include the following definition of “organic net sales” and reconciliations pursuant to Item 10(e) of

Regulation S-K within the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, with appropriate modifications for the applicable reporting periods:

Organic net sales, a non-GAAP measure, represent net sales according

Rest of the answer

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.

Hubbell Incorporated

Inc/(Dec) lnc/(Dec)

Net sales growth (GAAP measure)

109.3

2.4

%

812.9

22.2

Impact of acquisitions

54.4

1.2

652.0

17.8

Impact of divestitures

(17.1

(0.4

)%

0.0

Foreign currency exchange

(17.4

(1.1

Organic net sales growth (non-GAAP measure)

89.4

2.0

162.0

4.4

Electrical Solutions

(34.9

(1.3

127.8

3.1

0.1

9.1

0.4

(0.6

(9.8

3.4

(11.1)

115.3

4.6

Utility Solutions

144.2

7.9

685.1

60.3

51.4

2.8

642.9

56.6

(7.6

(4.5)

100.4

5.5

46.7

4.1

***

If you or any other member of the Staff should have any further comments or questions regarding this response, please do not hesitate to contact the undersigned at wsperry@hubbell.com or

475-882-4293.

Read in the reply ↗

We note your disclosure on page 58 of your Form S-4 in response to prior comment 2 that you will fund the payment to holders of Class A common Stock in part with $120.7 million of cash. We also note your disclosure on page 32 of your September 30, 2015 Form 10-Q that approximately 29% of your $433.8 million of cash and cash equivalents was held inside the United States.

Rest of the question

Since the cash payment would appear to use most of your available cash in the United States, please revise to disclose any material effects you expect the reclassification may have on your liquidity.

In response to the Staff’s comment, the Company has revised the disclosure on page 52 to include a discussion of

Company’s available sources of liquidity and the potential impact of the Reclassification on the Company’s liquidity. Read in the reply ↗

We note your revised disclosure on page 24 in response to prior comment 8. Please remove your reference to the Trustee’s belief at the top of page 24 given your response to prior comment 1.

In response to the Staff’s comment, the Company has revised the disclosure on page 24 to remove reference to the Trustee’s belief. Read in the reply ↗

Please reconcile the last sentence in this section with your pro forma information on pages 58 and 59 reflecting a decrease in your retained earnings for the cash consideration paid to the Class A holders.

In response to the Staff’s comment, the Company has revised the disclosure on pages 11 and 50, to reconcile that disclosure with the pro forma financial information on pages 58 and 59. Read in the reply ↗