nVent Electric plc

Previous wording

We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: Systems Protection and Electrical Connections, which represented approximately 63% and 37% of total revenues during the first three months of 2025, respectively. In the first quarter of 2025, we renamed our Enclosures segment to Systems Protection, and our Electrical & Fastening Solutions segment to Electrical Connections.

Current wording

We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: Systems Protection and Electrical Connections, which represented approximately 64% and 36% of total revenues during the first six months of 2025, respectively. In the first quarter of 2025, we renamed our Enclosures segment to Systems Protection, and our Electrical & Fastening Solutions segment to Electrical Connections.

Previous wording

On July 16, 2024, we completed the acquisition of the Trachte, LLC ("Trachte") as part of our Systems Protection reporting segment, for approximately $687.5 million in cash. Trachte is a leading manufacturer of engineered control building solutions designed to protect critical infrastructure assets. The purchase price was funded primarily through borrowings under the 2024 Term Loan Facility and Revolving Credit Facility (as defined below).

Current wording

On July 16, 2024, we completed the acquisition of Trachte, LLC ("Trachte") as part of our Systems Protection reporting segment, for approximately $687.5 million in cash. Trachte is a leading manufacturer of engineered control building solutions designed to protect critical infrastructure assets. The purchase price was funded primarily through borrowings under the 2024 Term Loan Facility and Revolving Credit Facility (as defined below).

Previous wording

On January 30, 2025, we completed the sale of Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for $1.58 billion in net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business have been presented as discontinued operations in our Condensed Consolidated Financial Statements for all periods presented. The assets and liabilities of this business have been reclassified as held for sale in the Condensed Consolidated Balance Sheets for all periods presented prior to the sale. The Thermal Management business was previously disclosed as a stand-alone reporting segment.

Current wording

On January 30, 2025, we completed the sale of Thermal Management business to BCP VI Summit Holdings LP (as assignee of BCP Acquisitions LLC), an affiliate of funds managed by Brookfield Asset Management, for $1.59 billion in net cash proceeds, subject to certain customary purchase price adjustments. The results of the Thermal Management business have been presented as discontinued operations in our Condensed Consolidated Financial Statements for all periods presented. The assets and liabilities of this business have been reclassified as held for sale in the Condensed Consolidated Balance Sheets for all periods presented prior to the sale. The Thermal Management business was previously disclosed as a stand-alone reporting segment.

Previous wording

On May 1, 2025, we acquired the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group") for a purchase price of $975.0 million, subject to customary purchase price adjustments. We funded the purchase price for the acquisition with available cash on hand. The Electrical Products Group is a leading provider of infrastructure solutions, designed to help ensure safe and reliable electrical operations primarily in the infrastructure vertical, including power utilities and data centers. We plan to operate the Electrical Products Group predominantly within our Systems Protection reporting segment.

Current wording

On May 1, 2025, we completed the acquisition of the enclosures, switchgear and bus systems businesses of Avail Infrastructure Solutions (the "Electrical Products Group") for approximately $975.4 million, subject to customary purchase price adjustments. We funded the purchase price for the acquisition with available cash on hand. The Electrical Products Group is a leading provider of infrastructure solutions, designed to help ensure safe and reliable electrical operations primarily in the infrastructure vertical, including power utilities and data centers. We operate the Electrical Products Group predominantly within our Systems Protection reporting segment.

Previous wording

The following trends and uncertainties affected our financial performance in 2024 and the first three months of 2025 and will likely impact our results in the future:

Current wording

The following trends and uncertainties affected our financial performance in 2024 and the first six months of 2025 and will likely impact our results in the future:

Previous wording

•During 2024 and the first three months of 2025, we have experienced general inflationary increases, primarily related to labor, transportation and raw material costs. In addition, we continue to monitor and evaluate recently implemented tariffs, and the potential imposition of modified or additional tariffs. The effects from new tariffs imposed in the first quarter of 2025 did not have a material impact on our financial results during the quarter. However, we anticipate increased supply chain challenges, inflationary cost increases, and economic uncertainty due to the rapid changes in global trade policies. We have taken pricing actions, and may take additional going forward, and implemented, and plan to continue to implement, supply chain optimization and other productivity improvements that could help offset expected cost increases. Given the uncertainty regarding the scope and duration of tariffs and other changes in trade policies, the potential impact remains uncertain, but we expect inflationary cost increases, including impacts related to tariffs, to continue throughout 2025, which could negatively impact our results of operations.

Current wording

•During 2024 and the first six months of 2025, we have experienced general inflationary increases, primarily related to labor, transportation and raw material costs. In addition, we continue to monitor and evaluate recently implemented tariffs, and the potential imposition of modified or additional tariffs. The effects from new tariffs imposed in the first half of 2025 did not have a material impact on our financial results during the first half of 2025. However, we anticipate increased supply chain challenges, inflationary cost increases, and economic uncertainty due to the rapid changes in global trade policies. We have taken pricing actions, and may take additional going forward, and implemented, and plan to continue to implement, supply chain optimization and other productivity improvements that could help offset expected cost increases. Given the uncertainty regarding the scope and duration of tariffs and other changes in trade policies, the potential impact remains uncertain, but we expect inflationary cost increases, including impacts related to tariffs, to continue throughout 2025, which could negatively impact our results of operations.

Previous wording

•Our global operations make our effective tax rate sensitive to significant tax law changes. The Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%. The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, which resulted in an increase to our effective tax rate in 2024. Countries continue to announce changes in their tax laws and regulations based on the Pillar II framework. While we continue to evaluate the impact of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.

Current wording

•Our global operations make our effective tax rate sensitive to significant tax law changes. The Organization for Economic Co-operation and Development introduced an international tax framework under Pillar II (the "Pillar II framework") which includes a global minimum tax of 15%. The Pillar II framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, which resulted in an increase to our effective tax rate. Countries continue to announce changes in their tax laws and regulations based on the Pillar II framework. While we continue to evaluate the impact of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions. Additionally, on July 4, 2025, the U.S. Congress enacted the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions, including tax cut extensions and modifications to the international tax framework. We are reviewing the tax provisions included in the One Big Beautiful Bill Act and assessing their impact on future periods, but do not currently expect a material impact to our effective tax rate.

Previous wording

•organic sales decline of approximately 1.5% from our commercial & residential business.

Current wording

•organic sales growth contribution of approximately 7.5% and 6.0% from our infrastructure business in the second quarter and first half of 2025 from 2024, respectively, and approximately 1.5% from our commercial & residential business in the second quarter of 2025 from 2024.

Previous wording

The 0.9 percentage point decrease in gross profit as a percentage of net sales in the first quarter of 2025 from 2024, was primarily the result of:

Current wording

The 3.0 and 2.0 percentage point decreases in gross profit as a percentage of net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

The 1.0 percentage point increase in SG&A expense as a percentage of net sales in the first quarter of 2025 from 2024, was primarily the result of:

Current wording

The 0.6 and 0.8 percentage point increases in SG&A expense as a percentage of net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

•intangible amortization expense of $28.2 million in the first quarter of 2025, compared to $20.4 million in the first quarter of 2024, as a result of the Trachte acquisition;

Current wording

•intangible amortization expense of $35.9 million and $64.1 million in the second quarter and first half of 2025, respectively, compared to $19.5 million and $39.9 million in the second quarter and first half of 2024, respectively, as a result of the Trachte and Electrical Products Group acquisitions;

Previous wording

The decrease in net interest expense in the first quarter of 2025 from 2024 was primarily the result of:

Current wording

The decreases in net interest expense in the second quarter and first half of 2025 from 2024 were primarily the result of:

Previous wording

The 0.5 percentage point increase in the effective tax rate in the first quarter of 2025 from 2024 was primarily the result of:

Current wording

The 0.4 and 0.5 percentage point increases in the effective tax rate in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

Income from discontinued operations, net of tax, of $273.7 million for the first quarter of 2025 primarily relates to:

Current wording

Income from discontinued operations, net of tax, of $276.5 million in the first half of 2025 was primarily the result of:

Previous wording

•the gain on the sale of the Thermal Management business, net of transaction costs, of $433.9 million, partially offset by tax expense recorded as a result of the sale of $160.5 million.

Current wording

•the gain on the sale of the Thermal Management business, net of transaction costs, of $435.4 million, partially offset by tax expense recorded as a result of the sale of $158.5 million.

Previous wording

The 15.5 percent increase in Systems Protection net sales in the first quarter of 2025 from 2024, was primarily the result of:

Current wording

The 43.4 and 29.5 percent increases in Systems Protection net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

•organic sales decline of approximately 2.0% from our industrial business.

Current wording

•organic sales decline of approximately 1.5% and 3.0% from our industrial business in the second quarter and first half of 2025 from 2024, respectively.

Previous wording

The 1.1 percentage point decrease in segment income for Systems Protection as a percentage of net sales in the first quarter of 2025 from 2024, was primarily the result of:

Current wording

The 1.8 and 1.4 percentage point decreases in segment income for Systems Protection as a percentage of net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

The 3.0 percent increase in Electrical Connections net sales in the first quarter of 2025 from 2024 was primarily the result of:

Current wording

The 10.7 and 6.9 percent increases in Electrical Connections net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

The 0.9 percentage point decrease in segment income for Electrical Connections as a percentage of net sales in the first quarter of 2025 from 2024, was primarily the result of:

Current wording

The 2.2 and 1.6 percentage point decreases in segment income for Electrical Connections as a percentage of net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Previous wording

The primary source of liquidity for our business is cash flows provided by operations. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe we have the ability and sufficient capacity to meet these cash requirements by using available cash, internally generated funds and borrowing under committed credit facilities. We are focused on increasing our cash flow, while continuing to fund our research and development, sales and marketing and capital investment initiatives. Our intent is to maintain investment grade metrics and a solid liquidity position. As of March 31, 2025, we had $1,343.0 million of cash on hand, of which $58.6 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Current wording

The primary source of liquidity for our business is cash flows provided by operations. We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe we have the ability and sufficient capacity to meet these cash requirements by using available cash, internally generated funds and borrowing under committed credit facilities. We are focused on increasing our cash flow, while continuing to fund our research and development, sales and marketing and capital investment initiatives. Our intent is to maintain investment grade metrics and a solid liquidity position. As of June 30, 2025, we had $125.8 million of cash on hand, of which $62.0 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Previous wording

Net cash provided by operating activities from continuing operations was $48.6 million in the first three months of 2024, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $117.8 million, partially offset by a $76.2 million increase in net working capital.

Current wording

Net cash provided by operating activities from continuing operations was $154.9 million in the first six months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $288.0 million, partially offset by a $154.6 million increase in net working capital. The increase in working capital is primarily attributed to accounts receivable driven by the overall increase and timing of sales.

Previous wording

Net cash provided by operating activities from continuing operations was $63.9 million in the first three months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $129.4 million, partially offset by a $72.6 million increase in net working capital.

Current wording

Net cash provided by operating activities from continuing operations was $165.7 million in the first six months of 2024, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $243.2 million, partially offset by a $91.3 million increase in net working capital.

Previous wording

Net cash used for investing activities from continuing operations of $15.7 million in the first three months of 2025 relates primarily to capital expenditures of $21.1 million. Net cash provided by investing activities from discontinued operations of $1,583.1 million in the first three months of 2025 primarily relates to the proceeds from the sale of the Thermal Management business, net of transaction costs and cash transferred.

Current wording

Net cash used for investing activities from continuing operations of $1,008.0 million in the first six months of 2025 relates primarily to cash paid for the Electrical Products Group acquisition of $975.4 million and capital expenditures of $38.0 million. Net cash provided by investing activities from discontinued operations of $1,584.6 million in the first six months of 2025 primarily relates to the proceeds from the sale of the Thermal Management business, net of transaction costs and cash transferred.

Previous wording

Net cash used for investing activities from continuing operations of $15.0 million in the first three months of 2024 relates primarily to capital expenditures of $15.3 million.

Current wording

Net cash used for investing activities from continuing operations of $31.5 million in the first six months of 2024 relates primarily to capital expenditures of $31.8 million.

Previous wording

Net cash used for financing activities from continuing operations of $483.6 million in the first three months of 2025 relates primarily to repayments of long-term debt of $392.5 million, share repurchases of $53.1 million and dividends paid of $33.4 million.

Current wording

Net cash used for financing activities from continuing operations of $714.0 million in the first six months of 2025 relates primarily to repayments of long-term debt of $866.3 million, share repurchases of $253.1 million and dividends paid of $65.7 million, partially offset by proceeds from long-term debt of $275.0 million and net receipts of revolving credit facility of $200.0 million.

Previous wording

Net cash used for financing activities from continuing operations of $40.2 million in the first three months of 2024 relates primarily to dividends paid of $31.9 million.

Current wording

Net cash used for financing activities from continuing operations of $83.2 million in the first six months of 2024 relates primarily to dividends paid of $63.6 million.

Previous wording

In September 2021, the Company and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for a five-year $300.0 million senior unsecured term loan facility (the "2021 Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "Senior Credit Facilities"). In the first quarter of 2025, nVent repaid the remainder of the borrowings on the 2021 Term Loan Facility. Borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders.

Current wording

In June 2025, nVent and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into an amended and restated credit agreement (the "Credit Agreement") with a syndicate of banks providing for a five-year $275.0 million senior unsecured term loan facility (the " 2025 Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility" and, together with the 2025 Term Loan Facility, the "Senior Credit Facilities"). The Credit Agreement amended and restated in its entirety the 2021 Credit Agreement. Borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. nVent Finance has the option to request to increase the Revolving Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders.

Previous wording

As of March 31, 2025, the borrowing capacity under the Revolving Credit Facility was $600.0 million.

Current wording

As of June 30, 2025, the borrowing capacity under the Revolving Credit Facility was $400.0 million.

Previous wording

Borrowings under the Senior Credit Facilities bear interest at a rate equal to an adjusted base rate, the Secured Overnight Financing Rate ("SOFR"), Euro Interbank Offer Rate (“EURIBOR”) or Sterling Overnight Index Average (“SONIA”), plus, in each case, an applicable margin. The applicable margin will be based on, at nVent Finance’s election, the Company's leverage level or public credit rating.

Current wording

Borrowings under the Senior Credit Facilities bear interest at a rate equal to an adjusted base rate, the Term Secured Overnight Financing Rate ("SOFR"), Euro Interbank Offer Rate (“EURIBOR”), Sterling Overnight Index Average (“SONIA”) or, solely for swingline loans denominated in Euros, the Euro Short Term Rate ("ESTR"), plus, in each case, an applicable margin. The applicable margin will be based on, at nVent Finance’s election, nVent's net leverage ratio or public debt rating.

Previous wording

In April 2023, nVent and nVent Finance entered into a loan agreement providing for another unsecured term loan facility of $300.0 million for five years (the "2023 Term Loan Facility"), which was used to fund the acquisition of ECM Industries. The 2023 Term Loan Facility bears interest at a rate equal to an adjusted base rate or adjusted term SOFR plus, in each case, an applicable margin. The applicable margin will be based on, at nVent Finance’s election, the Company's leverage level or public credit rating.

Current wording

In April 2023, nVent and nVent Finance entered into a loan agreement providing for another unsecured term loan facility of $300.0 million for five years (the "2023 Term Loan Facility"), which was used to fund the acquisition of ECM Industries. In 2025, nVent repaid the remainder of the borrowings on the 2023 Term Loan Facility.

Previous wording

In June 2024, nVent and nVent Finance entered into a loan agreement providing for an additional senior unsecured term loan facility of $500.0 million for two years (the "2024 Term Loan Facility"). In July 2024, nVent partially financed the acquisition of Trachte using the 2024 Term Loan Facility. The 2024 Term Loan Facility bears interest at a rate equal to an adjusted base rate or adjusted term SOFR plus, in each case, an applicable margin. The applicable margin will be based on, at nVent Finance's election, the Company's leverage level or public credit rating. In the first quarter of 2025, nVent repaid $300.0 million of the initial $500.0 million borrowings outstanding on the 2024 Term Loan Facility.

Current wording

In June 2024, nVent and nVent Finance entered into a loan agreement providing for an additional senior unsecured term loan facility of $500.0 million for two years (the "2024 Term Loan Facility"). In July 2024, nVent partially financed the acquisition of Trachte using the 2024 Term Loan Facility. In 2025, nVent repaid the remainder of the borrowings on the 2024 Term Loan Facility.

Previous wording

Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities, the 2023 Term Loan Facility and the 2024 Term Loan Facility, including that we may not permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters (each a "testing period") to exceed 3.75 to 1.00 (or, at nVent Finance's election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of our EBITDA to our consolidated interest expense for the same period to be less than 3.00 to 1.00. In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities, the 2023 Term Loan Facility and the 2024 Term Loan Facility also contain covenants that, among other things, restrict our ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt. As of March 31, 2025, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants.

Current wording

Our debt agreements contain certain financial covenants, the most restrictive of which are in the Senior Credit Facilities, including that we may not permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters (each a "testing period") to exceed 3.75 to 1.00 (or, at nVent Finance's election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of our EBITDA to our consolidated interest expense for the same period to be less than 3.00 to 1.00. In addition, subject to certain qualifications and exceptions, the Senior Credit Facilities also contain covenants that, among other things, restrict our ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt. As of June 30, 2025, we were in compliance with all financial covenants in our debt agreements, and there is no material uncertainty about our ongoing ability to meet those covenants.

Previous wording

During the three months ended March 31, 2025, we repurchased 1.0 million of our ordinary shares for $53.1 million under the 2024 Authorization. During the three months ended March 31, 2024, we did not repurchase ordinary shares under the 2021 Authorization.

Current wording

During the six months ended June 30, 2025, we repurchased 4.8 million of our ordinary shares for $253.1 million under the 2024 Authorization. During the six months ended June 30, 2024, we did not repurchase ordinary shares under the 2021 Authorization.

Previous wording

As of March 31, 2025, we had $346.9 million available for share repurchases under the 2024 Authorization. In April 2025, we repurchased 3.9 million of our ordinary shares for $200.0 million under the 2024 Authorization.

Current wording

As of June 30, 2025, we had $146.9 million available for share repurchases under the 2024 Authorization.

Previous wording

During the three months ended March 31, 2025, we paid dividends of $33.4 million, or $0.20 per ordinary share. During the three months ended March 31, 2024, we paid dividends of $31.9 million, or $0.19 per ordinary share.

Current wording

During the six months ended June 30, 2025, we paid dividends of $65.7 million, or $0.40 per ordinary share. During the six months ended June 30, 2024, we paid dividends of $63.6 million, or $0.38 per ordinary share.

Previous wording

On February 17, 2025, the Board of Directors declared a quarterly cash dividend of $0.20 per ordinary share that will be paid on May 9, 2025, to shareholders of record at the close of business on April 25, 2025. The balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $33.4 million and $33.9 million at March 31, 2025 and December 31, 2024, respectively.

Current wording

On May 16, 2025, the Board of Directors declared a quarterly cash dividend of $0.20 per ordinary share that will be paid on August 1, 2025, to shareholders of record at the close of business on July 18, 2025. The balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $32.7 million and $33.9 million at June 30, 2025 and December 31, 2024, respectively.