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0001720635False00017206352024-05-032024-05-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 3, 2024

Commission file number 001-38265 
nventlogorgbf2a12.jpg
nVent Electric plc

(Exact name of Registrant as specified in its charter) 
 
     
Ireland   98-1391970
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification number)

    The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom
(Address of principal executive offices)

Registrant's telephone number, including area code: 44-20-3966-0279
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share NVT New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



ITEM 2.02 Results of Operations and Financial Condition
On May 3, 2024, nVent Electric plc (the "Company") issued a press release announcing earnings results for the first quarter of 2024 and a conference call in connection therewith. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-GAAP financial measures (organic sales, segment income, return on sales, adjusted net income, adjusted diluted earnings per share and free cash flow) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company's financial statements prepared in accordance with generally accepted accounting principles.
The 2024 and 2023 segment income, return on sales, adjusted net income and adjusted diluted earnings per share eliminate, where applicable:
•Expense related to certain targeted restructuring activities.
•Expense related to certain acquisition and integration activities associated with our business acquisitions.
•Amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization, associated with those acquisitions. The Company excludes these non-cash expenses because the Company believes it (i) enhances management’s and investors’ ability to analyze underlying business performance, (ii) facilitates comparisons of our financial results over multiple periods, and (iii) provides more relevant comparisons of the Company's results with the results of other companies as the amortization expense, inventory step-up amortization, and acquisition related expenses may fluctuate significantly from period to period based on the timing, size, nature, and number of acquisitions. Although the Company excludes amortization of these acquired intangible assets and inventory step-up from its non-GAAP results, the Company believe that it is important for investors to understand that revenue generated, in part, from such intangibles is included within revenue in determining adjusted results.
•Gain on sale of investments.
•Pension and other postretirement mark-to-market loss (gain). The Company recognizes changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits as a mark-to-market adjustment. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value the Company's pension and other post-retirement plans or when assumptions change. This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. The Company believes that the exclusion of pension and other postretirement mark-to-market loss (gain) better reflects the ongoing costs of providing pension and postretirement benefits to its employees.
•Amortization of bridge financing debt issuance costs.
•Income tax effects of the above adjustments, which are calculated using the Company's estimated non-GAAP tax rate. This non-GAAP tax approach eliminates the effects of period specific items, which can vary in size and frequency and do not necessarily reflect our long-term operations. The non-GAAP tax rate could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in the Company's geographic earnings mix including due to acquisition activity or other changes in our strategy or business operations.
The Company uses the term "organic sales" to refer to GAAP net sales excluding 1) the impact of currency translation and 2) the impact of revenue from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations ("acquisition sales"). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying prior period foreign exchange rates to the current year period. The Company uses the term "organic sales growth" to refer to the measure of comparing current period organic net sales with the corresponding period of the prior year.
Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors that the Company does not consider components of our core operating performance. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company's underlying operations. In addition, adjusted diluted earnings per share is used as a criterion to measure and pay long-term incentive compensation and segment income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its investors a measurement of cash generated from operations that is available to pay dividends, make acquisitions, repay debt and repurchase shares. In addition, free cash flow is used as criterion to measure and pay annual incentive compensation. The Company's measure of free cash flow may not be comparable to similarly titled measures reported by other companies.



ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits
EXHIBIT INDEX
Exhibit   Description
nVent Electric plc press release dated May 3, 2024 announcing earnings results for the first quarter of 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 3, 2024.
  nVent Electric plc
  Registrant
     
  By /s/ Sara E. Zawoyski
    Sara E. Zawoyski
    Executive Vice President and Chief Financial Officer

EX-99.1 2 q12024nvtpressrelease.htm EX-99.1 Document
Exhibit 99.1
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News Release
nVent Announces First Quarter 2024 Financial Results
Record sales and strong EPS; updating full-year guidance
•Reported sales of $875 million up 18%, organically up 5%
•Reported EPS of $0.62, up 11%; Adjusted EPS of $0.77, up 15%
•Cash Flows from Operations of $90 million, up 30%; Free Cash Flow of $74 million, up 41%
•Updating full-year EPS guidance to $2.74 to $2.82; Raising adjusted EPS guidance to $3.22 to $3.30

Reconciliations of GAAP (reported) to Non-GAAP measures are in the attached financial tables.
LONDON, UNITED KINGDOM – May 3, 2024 – nVent Electric plc (NYSE:NVT) (“nVent”), a global leader in electrical connection and protection solutions, today announced financial results for the first quarter of 2024 and provided guidance for the second quarter and full-year 2024.
“We had a strong start to the year with record sales, margin expansion and robust cash flows. We continue to see great demand for Data Solutions, growing with the acceleration of AI and high-performance computing. During the quarter we also published our 2023 Sustainability Report, which details meaningful progress across our focus areas of people, products, planet and governance, and highlights two new goals. I'm very proud of our team and all that we have accomplished,” said nVent Chair and Chief Executive Officer Beth Wozniak.

“We believe we are well positioned with electrification, sustainability and digitalization trends. We continue to execute on our strategy with a focus on high-growth verticals, new products, global expansion and acquisitions. As a result of our strong Q1 performance, we are raising our full-year adjusted EPS guidance.”

First quarter 2024 sales of $875 million were up 18 percent relative to first quarter 2023 and increased 5 percent organically, which excludes the impact from currency fluctuations and acquisitions. First quarter 2024 earnings per diluted share (“EPS”) were $0.62, up 11 percent, while on an adjusted basis, the company had EPS of $0.77, up 15 percent. Segment income, adjusted net income, free cash flow and adjusted EPS are described in the attached schedules.

First quarter 2024 operating income was $159 million, up 28 percent, compared to $124 million in the first quarter of 2023. On an adjusted basis, segment income was $192 million, up 30 percent, compared to $148 million in the first quarter of 2023.

nVent had net cash provided by operating activities of $90 million in the first quarter compared to $69 million in the first quarter of 2023. Free cash flow generated was $74 million in the first quarter compared to $52 million in the first quarter of 2023.


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FIRST QUARTER PERFORMANCE ($ in millions)(1)
nVent Electric plc
Three months ended
March 31, 2024 March 31, 2023 % / point
change
Net Sales $875 $741 18%
Organic 5%
Operating Income $159 $124 28%
Reported ROS 18.2% 16.8% 140 bps
Segment Income $192 $148 30%
Adjusted ROS 22.0% 20.0% 200 bps
Enclosures
Three months ended
March 31, 2024 March 31, 2023 % / point
change
Net Sales $440 $391 13%
Organic 11%
ROS 21.6% 21.1% 50 bps
Electrical & Fastening Solutions
Three months ended
March 31, 2024 March 31, 2023 % / point
change
Net Sales $292 $206 42%
Organic -3%
ROS 29.2% 29.8% -60 bps
Thermal Management
Three months ended
March 31, 2024 March 31, 2023 % / point
change
Net Sales $143 $144 -1%
Organic -1%
ROS 22.3% 21.5% 80 bps
(1) Certain figures presented in the tables are rounded.








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GUIDANCE FOR FULL-YEAR AND SECOND QUARTER 2024
The company continues to expect reported sales growth for full-year 2024 of 8 to 10 percent and organic sales growth of 3 to 5 percent. The company now expects full-year 2024 EPS of $2.74 to $2.82 on a GAAP basis and adjusted EPS of $3.22 to $3.30, versus prior guidance of $2.73 to $2.83 on a GAAP basis and adjusted EPS of $3.17 to $3.27.

The company estimates second quarter 2024 reported sales growth of 10 to 12 percent and organic sales growth of 3 to 5 percent. The company estimates second quarter 2024 EPS on a GAAP basis of $0.70 to $0.72 and adjusted EPS of $0.81 to $0.83.


DIVIDENDS
nVent previously announced on February 19, 2024 that its Board of Directors approved a regular cash dividend of $0.19 per share, payable during the second quarter on May 10, 2024.

EARNINGS CONFERENCE CALL
nVent’s management team will discuss the company’s first quarter performance on a conference call with analysts and investors at 9:00 a.m. ET today. A live audio webcast of the conference call and materials will be available through the “Investor Relations” section of the company’s website (http://investors.nvent.com). To participate, please dial 1-833-630-1071 or 1-412-317-1832 approximately ten minutes before the 9:00 a.m. ET start. A replay of the conference call will be made accessible once it becomes available and will remain accessible through May 17, 2024 by dialing 1-877-344-7529 or 1-412-317-0088, along with the access code 9620055.

About nVent

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 some of the world's most sensitive equipment, buildings and critical processes. We offer a comprehensive range of enclosures, electrical connections and fastening and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. Our principal office is in London and our management office in the United States is in Minneapolis. Our robust portfolio of leading electrical product brands dates back more than 100 years and includes nVent CADDY, ERICO, HOFFMAN, ILSCO, RAYCHEM and SCHROFF.

nVent CADDY, ERICO, HOFFMAN, ILSCO, RAYCHEM and SCHROFF are trademarks owned or licensed by nVent Services GmbH or its affiliates.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release 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. All projections in this press release are also 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 due to 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 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, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this press release. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this press release.
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Investor Contact
Tony Riter
Vice President, Investor Relations
nVent
763.204.7750
Tony.Riter@nVent.com

Media Contact
Stacey Wempen
Director, External Communications
nVent
763.204.7857
Stacey.Wempen@nVent.com
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nVent Electric plc
Condensed Consolidated Statements of Income (Unaudited)
Three months ended
In millions, except per share data March 31,
2024
March 31,
2023
Net sales $ 874.6  $ 740.6 
Cost of goods sold 519.1  437.4 
Gross profit 355.5  303.2 
% of net sales 40.6  % 40.9  %
Selling, general and administrative 175.5  162.4 
% of net sales 20.1  % 21.9  %
Research and development 20.8  16.7 
% of net sales 2.4  % 2.3  %
Operating income 159.2  124.1 
% of net sales 18.2  % 16.8  %
Net interest expense 22.2  7.8 
Other expense 1.2  1.2 
Income before income taxes
135.8  115.1 
Provision for income taxes 30.7  21.3 
Effective tax rate 22.6  % 18.5  %
Net income $ 105.1  $ 93.8 
Earnings per ordinary share
Basic $ 0.64  $ 0.57 
Diluted $ 0.62  $ 0.56 
Weighted average ordinary shares outstanding
Basic 165.5  165.3 
Diluted 168.5  168.0 
Cash dividends paid per ordinary share $ 0.19  $ 0.175 

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nVent Electric plc
Condensed Consolidated Balance Sheets (Unaudited)
  March 31,
2024
December 31,
2023
In millions
Assets
Current assets
Cash and cash equivalents $ 211.4  $ 185.1 
Accounts and notes receivable, net 591.5  589.5 
Inventories 441.1  441.3 
Other current assets 129.9  120.2 
Total current assets 1,373.9  1,336.1 
Property, plant and equipment, net 383.5  390.0 
Other assets
Goodwill 2,571.2  2,571.1 
Intangibles, net 1,489.6  1,517.0 
Other non-current assets 351.5  347.5 
Total other assets 4,412.3  4,435.6 
Total assets $ 6,169.7  $ 6,161.7 
Liabilities and Equity
Current liabilities
Current maturities of long-term debt and short-term borrowings $ 33.8  $ 31.9 
Accounts payable 263.2  275.7 
Employee compensation and benefits 95.3  122.2 
Other current liabilities 298.0  303.8 
Total current liabilities 690.3  733.6 
Other liabilities
Long-term debt 1,739.8  1,748.8 
Pension and other post-retirement compensation and benefits 149.1  153.0 
Deferred tax liabilities 202.3  204.4 
Other non-current liabilities 175.9  179.8 
Total liabilities 2,957.4  3,019.6 
Equity 3,212.3  3,142.1 
Total liabilities and equity $ 6,169.7  $ 6,161.7 

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nVent Electric plc
Condensed Consolidated Statements of Cash Flows (Unaudited)
  Three months ended
In millions March 31,
2024
March 31,
2023
Operating activities
Net income $ 105.1  $ 93.8 
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation 14.4  11.1 
Amortization 25.2  17.6 
Deferred income taxes (0.2) 0.6 
Share-based compensation 6.6  5.7 
Changes in assets and liabilities, net of effects of business acquisitions
Accounts and notes receivable (6.1) 20.8 
Inventories (7.9) (17.3)
Other current assets (12.1) (13.5)
Accounts payable (5.4) (7.6)
Employee compensation and benefits (26.1) (30.2)
Other current liabilities (3.3) (9.3)
Other non-current assets and liabilities (0.2) (2.3)
Net cash provided by (used for) operating activities 90.0  69.4 
Investing activities
Capital expenditures (16.1) (17.1)
Proceeds from sale of property and equipment 0.3  0.2 
Net cash provided by (used for) investing activities (15.8) (16.9)
Financing activities
Repayments of long-term debt (7.5) (3.8)
Dividends paid (31.9) (29.3)
Shares issued to employees, net of shares withheld (0.8) (2.5)
Repurchases of ordinary shares —  (15.2)
Net cash provided by (used for) financing activities (40.2) (50.8)
Effect of exchange rate changes on cash and cash equivalents (7.7) 3.9 
Change in cash and cash equivalents 26.3  5.6 
Cash and cash equivalents, beginning of period 185.1  297.5 
Cash and cash equivalents, end of period $ 211.4  $ 303.1 
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nVent Electric plc
Supplemental Financial Information by Reportable Segment (Unaudited)
2024 2023
In millions First
Quarter
First
Quarter
Net sales
Enclosures $ 439.9  $ 391.0 
Electrical & Fastening Solutions 292.2  205.7 
Thermal Management 142.5  143.9 
Total $ 874.6  $ 740.6 
Segment income (loss)
Enclosures $ 94.8  $ 82.5 
Electrical & Fastening Solutions 85.2  61.3 
Thermal Management 31.8  30.9 
Other (19.5) (26.7)
Total $ 192.3  $ 148.0 
Return on sales
Enclosures 21.6  % 21.1  %
Electrical & Fastening Solutions 29.2  % 29.8  %
Thermal Management 22.3  % 21.5  %
Total 22.0  % 20.0  %


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nVent Electric plc
Reconciliation of GAAP to non-GAAP financial measures for the year ending December 31, 2024
excluding the effect of adjustments (Unaudited)
Actual
Forecast (1)
In millions, except per share data First
Quarter
Second
Quarter
Full Year
Net sales $ 874.6 
Operating income 159.2 
% of net sales 18.2  %
Adjustments:
Restructuring and other $ 1.3 
Acquisition transaction and integration costs 6.6 
Intangible amortization 25.2 
Segment income $ 192.3 
Return on sales 22.0  %
Net income - as reported $ 105.1  $ 120  $ 468 
Adjustments to operating income 33.1  24  105 
Income tax adjustments (8.1) (6) (24)
Net income - as adjusted $ 130.1  $ 138  $ 549 
Diluted earnings per ordinary share
Diluted earnings per ordinary share - as reported $ 0.62  $ 0.70 - 0.72 $ 2.74 - 2.82
Adjustments 0.15  0.11 0.48
Diluted earnings per ordinary share - as adjusted $ 0.77  $ 0.81 - 0.83 $ 3.22 - 3.30
(1) Forecast information represents an approximation

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nVent Electric plc
Reconciliation of GAAP to non-GAAP financial measures for the year ended December 31, 2023
excluding the effect of 2023 adjustments (Unaudited)
Actual
In millions, except per share data First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Net sales $ 740.6  $ 803.0  $ 858.8  $ 861.2  $ 3,263.6 
Operating income 124.1  146.7  156.2  160.4  587.4 
% of net sales 16.8  % 18.3  % 18.2  % 18.6  % 18.0  %
Adjustments:
Restructuring and other 4.0  2.5  5.4  0.9  12.8 
Acquisition transaction and integration costs 2.3  4.9  3.0  2.8  13.0 
Intangible amortization 17.6  21.3  25.6  25.2  89.7 
Inventory step-up amortization —  5.9  11.8  —  17.7 
Segment income $ 148.0  $ 181.3  $ 202.0  $ 189.3  $ 720.6 
Return on sales 20.0  % 22.6  % 23.5  % 22.0  % 22.1  %
Net income - as reported $ 93.8  $ 112.9  $ 105.5  $ 254.9  $ 567.1 
Adjustments to operating income 23.9  34.6  45.8  28.9  133.2 
Pension and post-retirement mark-to-market loss —  —  —  13.9  13.9 
Gain on sale of investment —  (10.2) —  (0.1) (10.3)
Amortization of bridge financing debt issuance costs —  3.6  —  —  3.6 
Income tax adjustments (1)
(4.4) (12.0) (10.3) (165.8) (192.6)
Net income - as adjusted $ 113.3  $ 128.9  $ 141.0  $ 131.8  $ 514.9 
Diluted earnings per ordinary share
Diluted earnings per ordinary share - as reported $ 0.56  $ 0.67  $ 0.63  $ 1.51  $ 3.37 
Adjustments 0.11  0.10  0.21  (0.73) (0.31)
Diluted earnings per ordinary share - as adjusted $ 0.67  $ 0.77  $ 0.84  $ 0.78  $ 3.06 
(1) Income tax adjustments in the fourth quarter include $157.5 million resulting from favorable discrete items, primarily related to the initial recognition of tax basis in intangible assets in foreign jurisdictions and the related valuation allowance, and the tax benefit of statutory losses at a foreign holding company.
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nVent Electric plc
Reconciliation of Net Sales Growth to Organic Net Sales Growth by Segment
for the quarter ended March 31, 2024 (Unaudited)
Q1 Net Sales Growth
Organic Currency Acq./Div. Total
nVent 4.8  % 0.1  % 13.2  % 18.1  %
Enclosures 10.8  % 0.1  % 1.6  % 12.5  %
Electrical & Fastening Solutions (2.6) % 0.3  % 44.4  % 42.1  %
Thermal Management (1.0) % —  % —  % (1.0) %

Reconciliation of Net Sales Growth to Organic Net Sales Growth
for the quarter ending June 30, 2024 and year ending December 31, 2024 (Unaudited)
Forecast (1)
Q2 Net Sales Growth Full Year Net Sales Growth
Organic Currency Acq./Div. Total Organic Currency Acq./Div. Total
nVent 3 - 5 % —% 7% 10 - 12 % 3 - 5 % —% 5% 8 - 10 %
(1) Forecast information represents an approximation


nVent Electric plc
Reconciliation of cash from operating activities to free cash flow (Unaudited)
  Three months ended
In millions March 31,
2024
March 31,
2023
Free cash flow
Net cash provided by (used for) operating activities $ 90.0  $ 69.4 
Capital expenditures (16.1) (17.1)
Proceeds from sale of property and equipment 0.3  0.2 
Free cash flow $ 74.2  $ 52.5