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 ability to complete the pending sale of the Thermal Management business on anticipated terms and timetable; 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, ECM Industries and other recent acquisitions; competition and pricing pressures in the markets we serve, including the 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, such as that between Russia and Ukraine, and related sanctions; 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, 2023. 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 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.

Previous wording

The terms "us," "we," "our," "the Company" or "nVent" refer to nVent Electric plc. nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We design, manufacture, market, install and service high performance products and solutions that connect and protect mission critical equipment, buildings and essential processes. We offer a comprehensive range of enclosures and electrical fastening solutions across industry-leading brands that are recognized globally for quality, reliability and innovation.

Current wording

The terms "us," "we," "our," "the Company" or "nVent" refer to nVent Electric plc. nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We connect and protect some of the world's most critical electrical systems to make them safer, more efficient and resilient. We design, manufacture, market, install and service high performance products and solutions that connect and protect mission critical equipment, buildings and essential processes. We have a comprehensive portfolio of cable management, control buildings, cooling solutions, both liquid and air, electrical connections, enclosures, equipment protection, power connections and power management solutions, and we are recognized globally for quality, reliability and innovation.

Previous wording

We classify our operations into business segments based primarily on types of products offered and markets served. We operate across two segments: Enclosures and Electrical & Fastening Solutions, which represented approximately 60% and 40% of total revenues during the first nine months of 2024, respectively.

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 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.

Previous wording

•Enclosures—The Enclosures segment provides innovative solutions to help protect electronics and data in mission critical applications, including data solutions, that improve reliability and energy efficiency. Our standard and custom protective enclosures, cooling solutions and power distribution solutions help manage power and protect operating environments for mission critical applications in industrial, infrastructure, commercial and energy verticals.

Current wording

•Systems Protection—The Systems Protection segment provides innovative solutions to help protect electronics, systems and data in mission critical applications, including data centers, that improve resiliency and energy efficiency. Our standard and custom protective enclosures, cooling solutions, both liquid and air, control buildings and power distribution solutions help protect operating environments for mission critical applications in industrial, infrastructure, commercial and energy verticals.

Previous wording

•Electrical & Fastening Solutions—The Electrical & Fastening Solutions segment provides innovative solutions that connect and protect in power and data infrastructure. Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our power connections, fastening solutions, cable management solutions, grounding and bonding systems, tools and test instruments help provide efficiencies to contractors and provide resiliency for critical systems that are used across a wide range of verticals, including commercial and residential, infrastructure, industrial and energy.

Current wording

•Electrical Connections—The Electrical Connections segment provides innovative solutions that connect power and data infrastructure. Our offerings enhance end-user safety, reduce installation time and provide resiliency for critical systems. Our cable management, electrical connections and solutions, and power connections help make electrical systems safe, efficient and resilient, and are used across a wide range of verticals, including commercial and residential, infrastructure, industrial and energy.

Previous wording

On July 16, 2024, we completed the acquisition of the Trachte, LLC ("Trachte") as part of our Enclosures reporting segment, for approximately $691.3 million in cash, subject to customary purchase price adjustments. Trachte is a leading manufacturer of custom-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 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).

Previous wording

On July 31, 2024, we entered into a definitive agreement to sell our Thermal Management business to BCP Acquisitions LLC, an affiliate of funds managed by Brookfield Asset Management, for a purchase price of $1.7 billion in cash, subject to certain customary purchase price adjustments. We expect the transaction to close by early 2025, subject to customary conditions, including regulatory approvals. The results of the Thermal Management business are reported as a discontinued operation 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. 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 $1.58 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.

Previous wording

The following trends and uncertainties affected our financial performance in 2023 and the first nine months of 2024 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 three months of 2025 and will likely impact our results in the future:

Previous wording

•During 2023 and the first nine months of 2024, we have experienced inflationary increases, primarily related to labor and raw material costs. While we have taken pricing actions and we have implemented and plan to continue to implement productivity improvements that could help offset these cost increases, we expect inflationary cost increases to continue in the remainder of 2024, which could negatively impact our results of operations.

Current 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.

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. We will continue to monitor these developments as more countries in which we operate adopt legislation and provide guidance.

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 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.

Previous wording

•The converging megatrends of the electrification of everything, sustainability and digitalization, including the increased use of artificial intelligence, have led to sales growth, particularly in the infrastructure vertical, which includes our data solutions business that is primarily in our Enclosures segment. We expect these megatrends to continue and drive sales growth in 2024 and beyond.

Current wording

•The converging megatrends of the electrification of everything, sustainability and digitalization, including the increased use of artificial intelligence, have led to sales growth, particularly in the infrastructure vertical, which includes our data solutions business that is primarily in our Systems Protection segment. We expect these megatrends to continue and drive sales growth throughout 2025 and beyond.

Previous wording

•We have invested in innovation and new products, which contributed to sales growth across nVent. We expect continued investment in new products to drive sales growth in 2024 and beyond.

Current wording

•We have invested in innovation and new products, which has contributed to sales growth. We expect continued investment in new products to further drive sales growth throughout 2025 and beyond.

Previous wording

•Optimizing working capital through inventory initiatives across business segments and focused actions to align customer and vendor payment terms; and

Current wording

•Optimizing working capital through inventory reduction initiatives across business segments and focused actions to optimize customer and vendor payment terms; and

Previous wording

•organic sales decline of approximately 2.0% from our commercial & residential business.

Current wording

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

Previous wording

The 0.6 percentage point decrease and flat change in gross profit as a percentage of net sales in the third quarter and first nine months of 2024 from 2023, respectively, were primarily the result of:

Current 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:

Previous wording

The 0.1 and 0.9 percentage point decreases in SG&A expense as a percentage of net sales in the third quarter and first nine months of 2024 from 2023, respectively, were primarily the result of:

Current 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:

Previous wording

•intangible amortization expense of $26.8 million and $66.7 million in the third quarter and first nine months of 2024, respectively, compared to $20.5 million and $49.2 million in the third quarter and first nine months of 2023, respectively, as a result of the ECM Industries, Trachte and TEXA Industries acquisitions; and

Current 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;

Previous wording

The increases in net interest expense in the third quarter and first nine months of 2024 from 2023 were the result of:

Current wording

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

Previous wording

The 4.7 and 5.4 percentage point increases in the effective tax rate in the third quarter and first nine months of 2024 from 2023, respectively, were primarily the result of:

Current 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:

Previous wording

The summary that follows provides a discussion of the results of operations of each of our two reportable segments (Enclosures and Electrical & Fastening Solutions). Each of these segments comprises various product offerings that serve multiple end users.

Current wording

The summary that follows provides a discussion of the results of operations of each of our two reportable segments (Systems Protection and Electrical Connections). Each of these segments comprises various product offerings that serve multiple end users.

Previous wording

We evaluate performance based on net sales and reportable segment income ("segment income") and use a variety of ratios to measure performance of our reporting segments. Segment income represents operating income exclusive of intangible amortization, acquisition related expenses, costs of restructuring activities, impairments and other unusual non-operating items.

Current wording

We evaluate performance based on net sales and reportable segment income ("segment income") and use a variety of ratios to measure performance of our reporting segments. Segment income represents operating income, which includes certain corporate overhead allocations, and is exclusive of intangible amortization, acquisition related costs, costs of restructuring activities, "mark-to-market" gain/loss for pension, impairments and other unusual non-operating items.

Previous wording

The net sales, segment income and segment income as a percentage of net sales for Enclosures were as follows:

Current wording

The net sales, segment income and segment income as a percentage of net sales for Systems Protection were as follows:

Previous wording

The 0.2 and 0.5 percentage point increases in segment income for Enclosures as a percentage of net sales in the third quarter and first nine months of 2024 from 2023, respectively, were primarily the result of:

Current 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:

Previous wording

The net sales, segment income and segment income as a percentage of net sales for Electrical & Fastening Solutions were as follows:

Current wording

The net sales, segment income and segment income as a percentage of net sales for Electrical Connections were as follows:

Previous wording

•organic sales decline of approximately 1.5% and 1.0% from our commercial & residential and industrial businesses, respectively.

Current wording

•organic sales growth contribution of approximately 4.5% and 1.5% from our infrastructure and industrial businesses, respectively.

Previous wording

The 1.9 and 1.5 percentage point decreases in segment income for Electrical & Fastening Solutions as a percentage of net sales in the third quarter and first nine months of 2024 from 2023, respectively, were primarily the result of:

Current 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:

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 September 30, 2024, we had $137.1 million of cash on hand, of which $34.7 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 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.

Previous wording

We experience seasonal cash flows primarily due to increased demand for Electrical & Fastening Solutions products during the spring and summer months in the Northern Hemisphere.

Current wording

We experience seasonal cash flows primarily due to increased demand for Electrical Connections products during the spring and summer months in the Northern Hemisphere.

Previous 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.

Current 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.

Previous wording

Net cash provided by operating activities from continuing operations was $232.5 million in the first nine months of 2023, which primarily reflects net income, net of non-cash depreciation, amortization and changes in deferred taxes, of $322.1 million, partially offset by a $98.4 million increase in net working capital.

Current 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.

Previous 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.

Current 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.

Previous 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, offset by share repurchases of $100.0 million and dividends paid of $95.3 million.

Current 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.

Previous wording

Net cash provided by financing activities from continuing operations of $672.1 million in the first nine months of 2023 relates primarily to receipts from long-term debt of $800.0 million, offset by dividends paid of $87.6 million and share repurchases of $15.2 million.

Current 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.

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"). Borrowings under the 2021 Term Loan Facility were permitted on a delayed draw basis during the first year of the five-year term of the 2021 Term Loan Facility, and borrowings under the Revolving Credit Facility are permitted from time to time during the full five-year term of the Revolving Credit Facility. In September 2022, nVent exercised the delayed draw provision of the 2021 Term Loan Facility, increasing the total borrowings under the 2021 Term Loan Facility by $200.0 million to $300.0 million. 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 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.

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 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. 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.

Previous wording

In June 2024, nVent and nVent Finance entered into a new loan agreement among nVent Finance, as borrower, nVent as guarantor, and the lenders and agents party thereto, providing for a two-year $500.0 million senior unsecured term loan facility (the "2024 Term Loan Facility"). In July 2024, we 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.

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. 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.

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 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 September 30, 2024, 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, 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.

Previous wording

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. During the nine months ended September 30, 2023, we repurchased 0.3 million of our ordinary shares for $13.2 million under the 2021 Authorization.

Current 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.

Previous wording

As of September 30, 2024, we had $400.0 million available for share repurchases under the 2024 Authorization.

Current 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.

Previous wording

During the nine months ended September 30, 2024, we paid dividends of $95.3 million, or $0.57 per ordinary share. During the nine months ended September 30, 2023, we paid dividends of $87.6 million, or $0.525 per ordinary share.

Current 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.