On June 9, 2026 (the "NSI Industries Closing Date"), the Company acquired all of the issued and outstanding equity of NSI Electrical Buyer, Inc., a Delaware corporation ("NSI Industries") for $3.0 billion, net of cash acquired, subject to customary adjustments related to cash, indebtedness, working capital and transaction expenses. NSI Industries is a leading provider of electrical fittings, connectors, components and wire management products. NSI Industries has been added to the Electrical Solutions segment. NSI Industries has complementary product offerings that enhance Hubbell's Electrical Solutions portfolio, and fits with our long-term strategy to grow our offering of critical infrastructure solutions to our core electrical and utility customers. We have recognized intangible assets of $1,856.0 million and goodwill of $1,288.7 million as a result of the acquisition. The intangible assets will be amortized over a weighted average period of approximately 25 years.

The Company financed the acquisition of NSI Industries with net proceeds from borrowings under a new unsecured term loan facility in an aggregate principal amount of $900 million, the issuance of $1.9 billion aggregate principal amount of senior notes and issuances of commercial paper.

We 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, operating margin, attrition rate, tax rate and discount rate. We determined the preliminary fair values of trade name and backlog intangible assets using an income approach. Accordingly, the fair value measurement of the customer relationships intangible assets, trade name, and backlog intangible assets are classified in Level 3 of the fair value hierarchy.

The NSI Industries acquisition has been accounted for as business combination and resulted in the recognition of goodwill. The goodwill relates to a number of factors implied in the purchase price, including the future earnings and cash flow potential of the business as well as the complementary strategic fit and resulting synergies that such business acquisition brings to the Company’s existing operations. For tax purposes, $58.3 million of the NSI Industries historical goodwill is deductible. The incremental goodwill created as a result of the acquisition is not deductible for tax purposes.

The following table presents the preliminary determination of the fair values of identifiable assets acquired and liabilities assumed from the Company's 2026 acquisition of NSI Industries (in millions).

The final determination of the fair value of certain assets and liabilities will be completed within the applicable one year measurement period as required by FASB ASC Topic 805, “Business Combinations.” As the Company finalizes the fair values of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period.

Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations and financial position. The finalization of the purchase accounting assessment may result in a change in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company's results of operations and financial position.


Accounts receivable	$	162.2
Inventories	120.1
Other current assets	5.2
Property, plant and equipment	60.5
Other non-current assets	34.9
Intangible assets	1,856.0
Accounts payable	(19.2)
Other accrued liabilities	(63.1)
Deferred tax liabilities, net	(405.8)
Other non-current liabilities	(31.4)
Goodwill	1,288.7
Total Estimate of Consideration Transferred, Net of Cash Acquired	$	3,008.1

Customer relationships intangible assets acquired are amortized using an accelerated method that reflects the pattern in which economic benefits of the intangible assets are consumed and results in higher amortization in the earlier years of the asset's useful life.

The results of operations for the 2026 acquisition have been included in the Company’s consolidated financial statements for the period subsequent to the completion of the acquisition on the NSI Industries Closing Date. The NSI Industries acquisition contributed sales of approximately $35.4 million and operating income was not material for the period from the NSI Industries Closing Date through June 30, 2026.

The following supplemental pro-forma information presents consolidated results as if the acquisition had been completed on January 1, 2025. Following that approach, for the purpose of the pro-forma results presented in the tables below, certain costs incurred by the Company during 2026 have been reclassified into the pro-forma 2025 period. The following table summarizes the pro forma adjustments to increase or (decrease) reported results to arrive at the pro-forma results.



	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2026		2025		2026		2025
Transaction costs incurred in 2026	$	21.1	$	—	$	21.1	$	(21.1)
Intangible amortization and inventory step up	$	(5.4)	$	(15.5)	$	(15.8)	$	(38.7)
Interest expense	$	(20.5)	$	(27.7)	$	(48.2)	$	(57.0)

The unaudited financial information in the table above reflects additional amortization that would have been recorded assuming the fair value adjustments for intangible assets have been applied starting on January 1, 2025. Additionally, these amounts reflect adjustments for additional interest expense that would have been incurred, as a result of incurring debt for the acquisition over the periods in the pro forma financial information. Transaction costs related to the NSI Industries acquisition that were incurred during the three months ended June 30, 2026 are reflected in the six months ended June 30, 2025, due to the timing of the transaction.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2026		2025		2026		2025
Net sales	$	1,821.8	$	1,612.8	$	3,475.1	$	3,091.3
Net income attributable to Hubbell	$	248.4	$	225.3	$	419.5	$	329.9

The supplemental pro-forma financial information does not reflect the actual performance of the 2026 acquisition in the periods presented and does not reflect the potential realization of cost savings relating to the integration of the acquisition with Hubbell. Further, the pro-forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on January 1, 2025, nor are they indicative of future results.

In the first quarter of 2025, the Company acquired all of the issued and outstanding equity of Alliance USAcqCo 2, Inc., a Delaware Corporation (“Ventev”) for approximately $73 million, net of cash acquired. Ventev is a leading manufacturer and provider of a complete ecosystem of solutions to power, protect, and connect wireless networks. The Ventev business has been added to the Electrical Solutions segment. We have recognized intangible assets of $34.5 million and goodwill of $40.0 million as a result of the acquisition. The $34.5 million of intangible assets consists primarily of customer relationships and trade names and will be amortized over a weighted average period of approximately 17 years.

In the third quarter of 2025, the Company acquired all of the issued and outstanding equity of Nicor, Inc., a Texas corporation ("Nicor") for approximately $56 million, net of cash acquired. Nicor designs and manufactures water metering endpoint solutions to integrate and optimize advanced metering infrastructure networks. Such solutions include polymer meter box lids and covers. Nicor has been added to the Utility Solutions segment. We have recognized intangible assets of $18.6 million and goodwill of $31.4 million as a result of the acquisition. The $18.6 million of intangible assets consists primarily of customer relationships and a trade name and will be amortized over a weighted average period of approximately 18 years.

On October 1, 2025, the Company acquired all of the issued and outstanding equity of Power Rose Acquisition, Inc., a Delaware corporation ("Power Rose" and together with its subsidiaries, "DMC Power") for approximately $827 million, net of cash acquired. DMC Power is a provider of swaged connection systems and tooling for utility substation and transmission markets. DMC Power has been added to the Utility Solutions segment. We have recognized intangible assets of $364.0 million and goodwill of $471.8 million as a result of the acquisition. The $364.0 million of intangible assets consists primarily of $290.0 million of customer relationships, with the remaining $74.0 million consisting of developed technology, trade names and backlog. The intangible assets will be amortized over a weighted average period of approximately 21 years.

The Company financed the acquisition of DMC Power with net proceeds from borrowings under a new unsecured term loan facility in the aggregate principal amount of $600.0 million and issuances of commercial paper.

We 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. We determined the preliminary fair values of the developed technology, trade name and backlog intangible assets using an income approach. Accordingly, the fair value measurement of the customer relationships intangible assets, developed technology, trade name, and backlog intangible assets are classified in Level 3 of the fair value hierarchy.

These business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors implied in the purchase price, including the future earnings and cash flow potential of the business as well as the complementary strategic fit and resulting synergies that such business acquisition brings to the Company’s existing operations. The goodwill related to the Ventev, Nicor and DMC Power acquisitions is not deductible for tax purposes.

The following table presents the preliminary determination of the fair values of identifiable assets acquired and liabilities assumed from the Company's 2025 acquisitions of Ventev, Nicor and DMC Power (in millions).


Accounts receivable	$	32.1
Inventories	44.4
Other current assets	1.9
Property, plant and equipment	48.7
Other non-current assets	5.4
Intangible assets	417.1
Accounts payable	(12.9)
Other accrued liabilities	(13.9)
Deferred tax liabilities, net	(101.9)
Other non-current liabilities	(8.2)
Goodwill	543.2
Total Estimate of Consideration Transferred, Net of Cash Acquired	$	955.9