nVent Electric plc

Previous wording

This report contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "forecasts," "should," "would," "could," "positioned," "strategy," "future," "are confident," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Trachte and Electrical Products Group acquisitions; competition and pricing pressures in the markets we serve; impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including this Quarterly Report on Form 10-Q and ITEM 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024. All forward-looking statements speak only as of the date of this report. nVent Electric plc assumes no obligation, and disclaims any obligation, to update the information contained in this report.

Current wording

This report contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "forecasts," "should," "would," "could," "positioned," "strategy," "future," "are confident," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these factors are adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the Electrical Products Group acquisition; competition and pricing pressures in the markets we serve; impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (the "SEC"), including this Quarterly Report on Form 10-Q and ITEM 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024. All forward-looking statements speak only as of the date of this report. nVent Electric plc assumes no obligation, and disclaims any obligation, to update the information contained in this report.

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 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.

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 66% and 34% of total revenues during the first nine 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 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.

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 $978.7 million. 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 six 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 nine months of 2025 and will likely impact our results in the future:

Previous 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.

Current wording

•During 2024 and the first nine 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, including with respect to China. We anticipate increased supply chain challenges, inflationary cost increases, and economic uncertainty due to the rapid changes in global trade policies. The effects from new tariffs imposed in the first nine months of 2025 did not have a material impact on our financial results during the first nine months of 2025 due to mitigating actions. 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 have helped, and could continue to 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 and beyond, 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. 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.

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, but do not currently expect a material impact to our effective tax rate in 2025 or future periods.

Previous wording

The consolidated results of operations for the six months ended June 30, 2025 and 2024 were as follows:

Current wording

The consolidated results of operations for the nine months ended September 30, 2025 and 2024 were as follows:

Previous wording

The 30.2 and 20.4 percent increases in net sales in the second quarter and first half of 2025 from 2024, respectively, were primarily the result of:

Current wording

The 34.8 and 25.4 percent increases in net sales in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous 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:

Current wording

The 2.4 and 2.2 percentage point decreases in gross profit as a percentage of net sales in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous 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:

Current wording

The 1.0 percentage point decrease and 0.2 percentage point increase in SG&A expense as a percentage of net sales in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous 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;

Current wording

•intangible amortization expense of $41.9 million and $106.0 million in the third quarter and first nine months of 2025, respectively, compared to $26.8 million and $66.7 million in the third quarter and first nine months of 2024, respectively, as a result of the Trachte and Electrical Products Group acquisitions;

Previous wording

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

Current wording

The decreases in net interest expense in the third quarter and first nine months of 2025 from 2024 were primarily the result of:

Previous 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:

Current wording

The 4.8 and 1.5 percentage point decreases in the effective tax rate in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous wording

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

Current wording

Income from discontinued operations, net of tax, of $278.7 million in the first nine months of 2025 was primarily the result of:

Previous 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.

Current wording

•the gain on the sale of the Thermal Management business, net of transaction costs, of $435.3 million, partially offset by tax expense recorded as a result of the sale of $156.0 million.

Previous 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:

Current wording

The 50.0 and 36.7 percent increases in Systems Protection net sales in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous 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.

Current wording

•organic sales decline of approximately 1.5% from our industrial business.

Previous 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:

Current wording

The 1.5 and 1.4 percentage point decreases in segment income for Systems Protection as a percentage of net sales in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous 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:

Current wording

The 11.0 and 8.3 percent increases in Electrical Connections net sales in the third quarter and first nine months of 2025 from 2024, respectively, were primarily the result of:

Previous wording

•organic sales growth contribution of approximately 5.5% and 5.0% from our infrastructure business in the second quarter and first half of 2025 from 2024, respectively, and 1.5% from our industrial business in both the second quarter and first half of 2025 from 2024; and

Current wording

•organic sales growth contribution of approximately 5.0% from our infrastructure business in both the third quarter and first nine months of 2025 from 2024; and

Previous 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:

Current wording

The 0.4 and 1.2 percentage point decreases in segment income for Electrical Connections as a percentage of net sales in the third quarter and first nine months 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 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.

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 September 30, 2025, we had $126.9 million of cash on hand, of which $67.1 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 $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.

Current wording

Net cash provided by operating activities from continuing operations was $426.6 million in the first nine months of 2025, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $461.2 million, partially offset by a $68.1 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 $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.

Current wording

Net cash provided by operating activities from continuing operations was $324.1 million in the first nine months of 2024, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $362.1 million, partially offset by a $60.3 million increase in net working capital.

Previous 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.

Current wording

Net cash used for investing activities from continuing operations of $1,029.8 million in the first nine months of 2025 relates primarily to cash paid for the Electrical Products Group acquisition of $978.7 million and capital expenditures of $56.6 million. Net cash provided by investing activities from discontinued operations of $1,584.5 million in the first nine 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 $31.5 million in the first six months of 2024 relates primarily to capital expenditures of $31.8 million.

Current wording

Net cash used for investing activities from continuing operations of $724.7 million in the first nine months of 2024 relates primarily to cash paid for the Trachte acquisition of $677.7 million, net of cash acquired, and capital expenditures of $47.5 million.

Previous 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.

Current wording

Net cash used for financing activities from continuing operations of $909.6 million in the first nine months of 2025 relates primarily to repayments of long-term debt of $869.7 million, share repurchases of $253.1 million and dividends paid of $98.0 million, partially offset by proceeds from long-term debt of $275.0 million and net receipts of revolving credit facility of $30.4 million.

Previous 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.

Current wording

Net cash provided by financing activities from continuing operations of $278.1 million in the first nine months of 2024 relates primarily to receipts of long-term debt of $500.0 million, partially offset by share repurchases of $100.0 million and dividends paid of $95.3 million.

Previous wording

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

Current wording

As of September 30, 2025, the borrowing capacity under the Revolving Credit Facility was $569.6 million.

Previous 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.

Current wording

During the nine months ended September 30, 2025, we repurchased 4.8 million of our ordinary shares for $253.1 million under the 2024 Authorization. During the nine months ended September 30, 2024, we repurchased 1.5 million of our ordinary shares for $100.0 million under the 2024 Authorization and we did not repurchase ordinary shares under the 2021 Authorization.

Previous 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.

Current wording

During the nine months ended September 30, 2025, we paid dividends of $98.0 million, or $0.60 per ordinary share. During the nine months ended September 30, 2024, we paid dividends of $95.3 million, or $0.57 per ordinary share.

Previous 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.

Current wording

On September 22, 2025, the Board of Directors declared a quarterly cash dividend of $0.20 per ordinary share that will be paid on November 7, 2025, to shareholders of record at the close of business on October 17, 2025. The balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $32.8 million and $33.9 million at September 30, 2025 and December 31, 2024, respectively.