nVent Electric plc

Notes to reduce the amount of deferred tax assets in jurisdictions where, based on the weight of information available to us, we determine that it is more likely than not the related tax benefits will not be realized. In the nine months ended September 30, 2020, as a result of the assessment of the available information, we established a valuation allowance of $19.4 million on certain foreign deferred tax assets.condensed consolidated financial statements (unaudited)

11. Shareholders' Equity

Share repurchases

On July 23, 2018, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2018 Authorization"). On February 19, 2019, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $380.0 million (the "2019 Authorization"). The 2018 Authorization and ~~the~~ 2019 Authorization expired on July 23, 2021.

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~~nVent Electric plc~~

~~Notes to condensed consolidated financial statements (unaudited)~~

On May 14, 2021, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $300.0 million (the "2021 Authorization"). The 2021 Authorization began on July 23, 2021 upon expiration of the 2018 Authorization and the 2019 Authorization, and expires on July 22, 2024.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, we repurchased 0.1 million of our ordinary shares for $3.9 million under the 2021 Authorization. During the three months ended March 31, 2021, we repurchased 0.9 million of our ordinary shares for $20.0 million under the 2018 Authorization. ~~During the nine months ended September 30, 2020, we repurchased 0.2 million of our ordinary shares for $3.2 million under the 2018 Authorization.~~ As of ~~September 30,~~March 31, 2022 and December 31, 2021, outstanding share repurchases recorded in Other current liabilities were zero and $4.6 million, respectively.

As of March 31, 2022, we ~~had $300.0~~have $200.0 million available for share repurchases under the 2021 Authorization.

Dividends payable

On ~~September 27, 2021,~~February 21, 2022, the Board of Directors declared a quarterly cash dividend of $0.175 per ordinary share payable on ~~November 5, 2021,~~May 6, 2022, to shareholders of record at the close of business on ~~October~~April 22, ~~2021.~~2022. The balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was ~~$30.6~~$30.0 million and ~~$29.4~~$30.5 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

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~~nVent Electric plc~~

~~Notes to condensed consolidated financial statements (unaudited)~~

12.Segment Information

We evaluate performance based on net sales and segment income and use a variety of ratios to measure performance of our reporting segments. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Segment income represents operating income exclusive of intangible amortization, acquisition related expenses, costs of restructuring activities, impairments and other unusual non-operating items.

Financial information by reportable segment is as follows:


		Three months ended				Nine months ended					Three months ended
In millions	In millions	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020		In millions	March 31, 2022		March 31, 2021
Net sales	Net sales									Net sales
Enclosures	Enclosures	$	335.2	$	244.7	$	912.6	$	722.5	Enclosures	$	359.4	$	277.0
Electrical & Fastening Solutions	Electrical & Fastening Solutions	169.3		147.7		486.4		421.7		Electrical & Fastening Solutions	187.6		147.9
Thermal Management	Thermal Management	138.3		116.9		394.0		333.2		Thermal Management	147.7		124.0
Total	Total	$	642.8	$	509.3	$	1,793.0	$	1,477.4	Total	$	694.7	$	548.9
Segment income (loss)	Segment income (loss)									Segment income (loss)
Enclosures	Enclosures	$	56.4	$	44.0	$	158.9	$	113.1	Enclosures	$	50.3	$	48.8
Electrical & Fastening Solutions	Electrical & Fastening Solutions	48.4		40.7		136.5		108.9		Electrical & Fastening Solutions	47.1		39.2
Thermal Management	Thermal Management	31.6		25.5		77.5		60.2		Thermal Management	32.4		21.0
Other	Other	(18.2)		(9.3)		(47.4)		(31.5)		Other	(19.6)		(11.9)
Total	Total	$	118.2	$	100.9	$	325.5	$	250.7	Total	$	110.2	$	97.1

nVent Electric plc

Notes to condensed consolidated financial statements (unaudited)

The following table presents a reconciliation of segment income to income ~~(loss)~~ before income taxes:


		Three months ended				Nine months ended					Three months ended
In millions	In millions	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020		In millions	March 31, 2022		March 31, 2021
Segment income	Segment income	$	118.2	$	100.9	$	325.5	$	250.7	Segment income	$	110.2	$	97.1
Impairment of goodwill		—		(212.3)		—		(212.3)
Impairment of trade names		—		(8.2)		—		(8.2)

Intangible amortization	Intangible amortization	(17.8)		(16.1)		(49.7)		(48.1)		Intangible amortization	(17.8)		(15.9)
Restructuring and other	Restructuring and other	(1.9)		(5.4)		(7.0)		(15.9)		Restructuring and other	(2.0)		(0.8)
Acquisition transaction and integration costs	Acquisition transaction and integration costs	(0.8)		(0.5)		(2.4)		(2.2)		Acquisition transaction and integration costs	(0.3)		—
Net interest expense	Net interest expense	(8.2)		(8.5)		(24.4)		(27.8)		Net interest expense	(7.2)		(8.1)

Other expense	Other expense	(0.6)		(0.7)		(1.8)		(2.2)		Other expense	(0.6)		(0.6)

Income (loss) before income taxes		$	88.9	$	(150.8)	$	240.2	$	(66.0)
Income before income taxes										Income before income taxes	$	82.3	$	71.7

13. Commitments and Contingencies

Warranties and guarantees

In connection with the disposition of our businesses or product lines, we may agree to indemnify purchasers for various potential liabilities relating to the sold business, such as pre-closing tax, product liability, warranty, environmental, or other obligations. The subject matter, amounts and duration of any such indemnification obligations vary for each type of liability indemnified and may vary widely from transaction to transaction.

Generally, the maximum obligation under such indemnifications is not explicitly stated and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on

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~~nVent Electric plc~~

~~Notes to condensed consolidated financial statements (unaudited)~~

our financial position, results of operations or cash flows. We recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.

We provide service and warranty policies on our products. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant. Our liability for service and product warranties as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was not material.

Stand-by letters of credit, bank guarantees and bonds

In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the outstanding value of bonds, letters of credit and bank guarantees totaled ~~$37.0~~$41.0 million and ~~$43.8~~$38.2 million, respectively.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

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," "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. These factors include adverse effects on our business operations or financial results, including due to the impact of the novel coronavirus 2019 ("COVID-19") pandemic and potential impairment of goodwill and trade names; 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; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange 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;~~businesses, including risks associated with the conflict 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, ~~2020.~~2021. 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.

Overview

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 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.

We classify our operations into business segments based primarily on types of products offered and markets served. We operate across three segments: Enclosures, Electrical & Fastening Solutions and Thermal Management, which represented approximately ~~51%~~52%, 27% and ~~22%~~21% of total revenues during the first ~~nine~~three months of ~~2021,~~2022, respectively.

•Enclosures—The Enclosures segment provides innovative solutions to connect, protect, power and ~~protect~~cool critical controls systems, electronics, data and electrical equipment. From metallic and non-metallic enclosures to cabinets, subracks and backplanes, it offers the physical infrastructure to host, connect and protect server and network equipment, as well as indoor and outdoor protection for test and measurement and aerospace and defense applications in industrial, infrastructure, commercial and energy verticals.

•Electrical & Fastening Solutions—The Electrical & Fastening Solutions segment provides solutions that connect and protect electrical and mechanical systems and civil structures. Its engineered electrical and fastening products are innovative cost efficient and time saving connections that are used across a wide range of verticals, including commercial, industrial, infrastructure ~~industrial~~ and energy.

•Thermal Management—The Thermal Management segment provides electric thermal solutions that connect and protect critical buildings, infrastructure, industrial processes and people. Its thermal management systems include heat tracing, floor heating, fire-rated and specialty wiring, sensing and snow melting and de-icing solutions for use in industrial, commercial & residential, energy and infrastructure verticals. ~~Its~~It's highly reliable and easy to install solutions lower total cost of ownership to building owners, facility managers, operators and end users.

On February 10, 2020, we acquired substantially all of the assets of WBT LLC ("WBT") for $29.9 million in cash. The U.S. based WBT business manufactures high-quality cable tray systems and operates within our Electrical & Fastening Solutions segment.

2319

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On April 1, 2021, we acquired substantially all of the assets of Vynckier Enclosure Systems, Inc. ("Vynckier") for approximately $27.0 million in cash. The U.S. based Vynckier business manufactures high-quality non-metallic enclosures that we ~~will~~ market as part of the nVent HOFFMAN product line within our Enclosures segment.

On June 30, 2021, we acquired CIS Global LLC ("CIS Global") for approximately $202.4 million in cash. The CIS Global business is a leading provider of intelligent rack power distribution and server slides products, and ~~will operate~~operates within our Enclosures segment.

~~COVID-19 Update~~Recent Events Updates

COVID-19: In March 2020, the World Health Organization declared COVID-19 a pandemic. Governments around the world have implemented measures to help control the spread of the virus, including business curtailments and shutdowns, isolating residents to their places of residence and restricting travel. The COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic disruption and has adversely affected, and may continue to adversely affect, our business.~~Governments around the world have~~ ~~implemented measures to help control the spread of the virus, includingbusiness curtailments and shutdowns,~~ ~~isolating~~ ~~residents to their places of residence~~ ~~and restricting travel. The effects of the COVID-19 pandemic have had and may continue to have an unfavorable impact on our business.~~

~~Beginning~~As economic activity has increased in ~~March 2020, we experienced significant reductions in customer demand in several end-markets across our business segments. However, economic~~ ~~activity in many of the end-markets in which we operate began to stabilize~~2021 and ~~recover in the second half of 2020, and continued to increase in~~ the first three ~~quarters of 2021. Our organic sales have increased 16% in the first nine~~ months of ~~2021 as compared to the same period in the prior year.~~

In response to the adverse effects of the pandemic, we executed a number of temporary cash and cost-savings measures, which were largely implemented in 2020. As our business has seen continuous, sequential improvement in our financial results and improved outlook for many end-markets since the third quarter of 2020,2022, we have ~~eliminated many of the temporary cash and cost savings measures put in place.~~

~~While our facilities have remained operational during the first three quarters of 2021, we continue to experience various degrees of manufacturing cost pressures and inefficiencies as a result of~~experienced supply chain ~~issues~~challenges, including increased lead times, as well as inflation of raw materials, logistics and ~~increased~~labor costs due to availability constraints and high demand. Although we regularly monitor the financial health and operations of companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials or components required to manufacture our products and adversely affect our operations. Further, as the COVID-19 conditions have improved and economic activity has increased, we have experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. We expect the inflationary trends and supply chain pressures to continue throughout the remainder of ~~2021 and into~~ 2022.

We continue to actively monitor the impacts of the pandemic and global efforts to respond to it, and may take further actions that alter our business operations as may be required by governments in the jurisdictions where we operate, or that we determine are in the best interests of our employees, customers, suppliers and shareholders.

Conflict between Russia and Ukraine: Beginning in February 2022, in response to the conflict between Russia and Ukraine, many countries have initiated a variety of sanctions targeting Russia and associated entities. With the ongoing conflict, we have suspended new business activities in Russia. We are conducting remaining business activities in Russia in compliance with applicable sanctions.

The conflict and the sanctions imposed are creating substantial uncertainty in the global economy. While our business activity in Russia is not material to our operations, an escalation or expansion of economic disruption or the conflict's current scope could disrupt sales to our customers or our supply chain, increase inflationary costs and have a material adverse effect on our results of operations.

Key Trends and Uncertainties Regarding our Existing Business

The following trends and uncertainties affected our financial performance in ~~2020~~2021 and the first ~~nine~~three months of ~~2021~~2022 and will likely impact our results in the future:

•There are many uncertainties regarding the COVID-19 pandemic, including the anticipated duration and severity of the pandemic and the extent of worldwide social, political and economic disruption it may cause. The magnitude of the impact of the pandemic on our financial condition, liquidity and results of operations cannot be determined at this time, and ultimately will be affected by a number of evolving factors including the length of time that the pandemic continues, ~~rates~~the ability of ~~vaccinations, the vaccines' ability~~vaccines to protect against variant strains of COVID-19, the pandemic's effect on the demand for our products and services and the supply chain, as well as the impact of governmental regulations imposed in response to the pandemic including potential business curtailments and shutdowns impacting our factories.

•~~We have identified specific product, vertical~~During 2021 and geographic opportunities that we find attractive and continue to pursue, both within and outside the U.S. We are positioning our businesses to more effectively address these opportunities through research and development and through additional sales and marketing resources. Unless we successfully penetrate these markets, our organic sales growth will likely be limited or may decline.

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•~~During~~ the first ~~nine~~three months of ~~2021,~~2022, we experienced supply chain challenges, including increased lead times, and inflationary increases of raw materials, logistics and labor costs due to availability constraints and high demand. While we have taken pricing actions and we ~~strive for~~have implemented and plan to continue to implement productivity improvements that could help offset these cost increases, we expect supply chain pressures and inflationary cost increases to continue ~~for the remainder of 2021 and into~~throughout 2022, and could negatively impact our results of operations.

•During ~~2020~~2021 and the first ~~nine~~three months of ~~2021,~~2022, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

In ~~2021,~~2022, our operating objectives include the following:

•Executing our ~~social responsibility~~Environmental, Social and Governance ("ESG") strategy focused on People, Products and Planet;

•Enhancing and supporting employee engagement, development and ~~development;~~retention;

•Achieving differentiated revenue growth through new products and ~~solutions~~innovation and expansion in higher growth verticals ~~and key developing regions;~~across all regions globally;

•Optimizing our technological capabilities to increasingly generate innovative new and connected products and advance digital transformation;

•Driving ~~operating~~operational excellence through lean ~~enterprise initiatives,~~and agile, with specific focus on ~~sourcing~~our digital transformation and supply ~~management, cash flow management and lean operations;~~chain resiliency;

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

•Deploying capital strategically to drive growth and value creation.

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CONSOLIDATED RESULTS OF OPERATIONS

The consolidated results of operations for the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:
Three months ended
In millions September 30,
2021 September 30,
2020 $ change % / point
change
Net sales $ 642.8 $ 509.3 $ 133.5 26.2 %
Cost of goods sold 392.3 312.5 79.8 25.5 %
Gross profit 250.5 196.8 53.7 27.3 %
      % of net sales
39.0 % 38.6 % 0.4 pts

Selling, general and administrative 139.7 107.4 32.3 30.1 %
      % of net sales
21.7 % 21.1 % 0.6 pts
Research and development 13.1 10.5 2.6 24.8 %
      % of net sales 2.0 % 2.1 % (0.1 pts)
Impairment of goodwill and trade names — 220.5 (220.5) N.M.
Operating income (loss) 97.7 (141.6) 239.3 169.0 %
      % of net sales 15.2 % (27.8 %) 43.0 pts
Net interest expense 8.2 8.5 (0.3) N.M.
Other expense 0.6 0.7 (0.1) N.M.
Income (loss) before income taxes 88.9 (150.8) 239.7 159.0 %
Provision (benefit) for income taxes 14.6 (12.1) 26.7 220.7 %
      Effective tax rate 16.4 % 8.0 % 8.4 pts
Net income (loss) 74.3 (138.7) 213.0 153.6 %

~~N.M. Not Meaningful~~

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~~The consolidated results of operations for the nine months ended September 30, 2021 and 2020 were as follows:~~


		Nine months ended											Three months ended
In millions	In millions	September 30, 2021			September 30, 2020			$ change		% / point change		In millions	March 31, 2022			March 31, 2021			$ change		% / point change
Net sales	Net sales	$	1,793.0		$	1,477.4		$	315.6	21.4	%	Net sales	$	694.7		$	548.9		$	145.8	26.6	%
Cost of goods sold	Cost of goods sold	1,098.3			925.0			173.3		18.7	%	Cost of goods sold	447.4			339.9			107.5		31.6	%
Gross profit	Gross profit	694.7			552.4			142.3		25.8	%	Gross profit	247.3			209.0			38.3		18.3	%
% of net sales	% of net sales	38.7		%	37.4		%			1.3	pts	% of net sales	35.6		%	38.1		%			(2.5	pts)

Selling, general and administrative	Selling, general and administrative	392.1			334.8			57.3		17.1	%	Selling, general and administrative	142.0			117.2			24.8		21.2	%
% of net sales	% of net sales	21.9		%	22.7		%			(0.8	pts)	% of net sales	20.4		%	21.4		%			(1.0	pts)
Research and development	Research and development	36.2			33.1			3.1		9.4	%	Research and development	15.2			11.4			3.8		33.3	%
% of net sales	% of net sales	2.0		%	2.2		%			(0.2	pts)	% of net sales	2.2		%	2.1		%			0.1	pts
Impairment of goodwill and trade names		—			220.5			(220.5)		N.M.

Operating income (loss)		266.4			(36.0)			302.4		840.0	%

Operating income												Operating income	90.1			80.4			9.7		12.1	%
% of net sales	% of net sales	14.9		%	(2.4		%)			17.3	pts	% of net sales	13.0		%	14.6		%			(1.6	pts)

Net interest expense	Net interest expense	24.4			27.8			(3.4)		N.M.		Net interest expense	7.2			8.1			(0.9)		N.M.
Other expense	Other expense	1.8			2.2			(0.4)		N.M.		Other expense	0.6			0.6			—		N.M.

Income (loss) before income taxes		240.2			(66.0)			306.2		463.9	%
Income before income taxes												Income before income taxes	82.3			71.7			10.6		14.8	%
Provision for income taxes	Provision for income taxes	34.3			28.3			6.0		21.2	%	Provision for income taxes	14.5			6.3			8.2		130.2	%
Effective tax rate	Effective tax rate	14.3		%	(42.9		%)			57.2	pts	Effective tax rate	17.6		%	8.8		%			8.8	pts

Net income (loss)		205.9			(94.3)			300.2		318.3	%
Net income												Net income	67.8			65.4			2.4		3.7	%

N.M. Not Meaningful

Net sales

The components of the change in consolidated net sales from the prior period were as follows:
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Volume 10.7 % 10.9 %
Price 9.3 5.4
Organic growth 20.0 16.3
Acquisition 5.1 2.1
Currency 1.1 3.0
Total 26.2 % 21.4 %


	Three months ended March 31, 2022
	over the prior year period
Volume	13.1	%
Price	11.4
Organic growth	24.5
Acquisition	4.5
Currency	(2.4)
Total	26.6	%

The ~~26.2 and 21.4 percentage point increases~~26.6 percent increase in net sales in the ~~third~~first quarter ~~and first nine months~~ of 2022 from 2021 ~~from 2020, respectively, were~~was primarily the result of:

•organic sales growth contribution of approximately ~~11.0%~~12.0%, 6.0% and ~~8.0%~~4.5% from our industrial, ~~business in the third quarter and first nine months of 2021 from 2020, respectively, approximately 4.0% from our~~ commercial & residential ~~business in both the third quarter~~ and ~~first nine months of 2021 from 2020, and approximately 2.5% from our~~ infrastructure ~~business in both the third quarter and first nine months of 2021 from 2020,~~businesses, respectively, which includes ~~selective~~ increases in selling prices; and

•sales of ~~$26.2 and $30.0~~$24.1 million ~~in the third quarter and first nine months of 2021, respectively,~~ as a result of the ~~Vynckier and~~ CIS Global ~~acquisitions;~~ and Vynckier acquisitions.

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This increase was partially offset by:

•~~favorable~~unfavorable foreign currency effects.

Gross profit

The ~~0.4 and 1.3~~2.5 percentage point ~~increases~~decrease in gross profit as a percentage of net sales in the ~~third~~first quarter ~~and first nine months~~ of 2022 from 2021 ~~from 2020, respectively, were~~was primarily the result of:

•~~increased sales volume resulting in increased leverage on fixed expenses in cost of goods sold;~~

•~~selective increases in selling prices to mitigate inflationary cost increases; and~~

•~~savings generated from our lean and supply management practices.~~

~~These increases were partially offset by:~~

•supply chain challenges, including increased lead times, and inflationary increases of raw materials, logistics and labor costs due to availability constraints and high demand compared to ~~2020.~~

~~Selling, general and administrative ("SG&A")~~

~~The 0.6 percentage point increase in SG&A expense as a percentage of net sales in the third quarter of 2021 from 2020 was primarily the result of:~~

•~~inflationary increases impacting our labor costs compared to 2020;~~

•temporary actions taken in the third quarter of 2020 to lower costs in response to the adverse effects of the COVID-19 pandemic, including reducing labor costs and limiting discretionary spending for purchased services and travel; and

•~~higher employee incentive compensation expense compared to 2020.~~2021.

This ~~increase~~decrease was partially offset by:

•increased sales volume resulting in increased leverage on fixed ~~operating expenses;~~expenses in cost of goods sold;

•increases in selling prices to mitigate inflationary cost increases; and

•savings generated from ~~restructuring~~our lean and ~~other lean initiatives.~~supply management practices.

Selling, general and administrative ("SG&A")

The ~~0.8~~1.0 percentage point decrease in SG&A expense as a percentage of net sales in the first ~~nine months~~quarter of ~~2021~~2022 from ~~2020,~~2021 was primarily the result of:

•increased sales volume resulting in increased leverage on fixed operating expenses; and

•savings generated from restructuring and other lean initiatives.

This decrease was partially offset by:

•inflationary increases impacting our labor, ~~costs compared to 2020;~~professional fees and other administrative costs.

•temporary actions taken in the second and third quarters of 2020 to lower costs in response to the adverse effects of the COVID-19 pandemic, including reducing labor costs and limiting discretionary spending for purchased services and travel; and

•~~higher employee incentive compensation expense compared to 2020.~~

~~Impairment of goodwill and trade names~~

During the third quarter of 2020, as a result of the adverse market and economic conditions attributed to the COVID-19 pandemic, combined with significant volatility in oil and gas prices leading to a potential sustained downturn in the energy industry, we recognized pre-tax, non-cash impairment expense of $220.5 million, which primarily relates to a $212.3 million impairment of goodwill in the Thermal Management reporting unit. During the third quarter of 2020, we also recognized pre-tax, non-cash impairment expense of $8.2 million related to trade names.

Provision ~~(benefit)~~ for income taxes

The ~~differences~~difference in the effective tax rates in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 from ~~2020, respectively,~~2021 were primarily the result of:

•a ~~$21.6 million tax benefit from favorable deferred tax adjustments related to the impairment of goodwill during the third quarter of 2020;~~

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•~~a $19.4 million non-cash charge related to the establishment of a valuation allowance on certain foreign deferred tax assets recorded in the first nine months of 2020; and~~

•a $5.2 million ~~one-time~~discrete benefit recorded in the first ~~nine months~~quarter of 2021 related to ~~reflect an anticipated worthless stock deduction on an investment in~~ a foreign subsidiary.

SEGMENT RESULTS OF OPERATIONS

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

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

Enclosures

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


		Three months ended								Nine months ended									Three months ended
In millions	In millions	September 30, 2021			September 30, 2020			% / point change		September 30, 2021			September 30, 2020			% / point change		In millions	March 31, 2022			March 31, 2021			% / point change
Net sales	Net sales	$	335.2		$	244.7		37.0	%	$	912.6		$	722.5		26.3	%	Net sales	$	359.4		$	277.0		29.7 %
Segment income	Segment income	56.4			44.0			28.2	%	158.9			113.1			40.5	%	Segment income	50.3			48.8			3.1 %
% of net sales	% of net sales	16.8		%	18.0		%	(1.2	pts)	17.4		%	15.7		%	1.7	pts	% of net sales	14.0		%	17.6		%	(3.6	pts)

Net sales

The components of the change in Enclosures net sales from the prior period were as follows:
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Volume 16.1 % 14.0 %
Price 9.3 5.7
Organic growth 25.4 19.7
Acquisition 10.7 4.1
Currency 0.9 2.5
Total 37.0 % 26.3 %


	Three months ended March 31, 2022
	over the prior year period
Volume	12.5	%
Price	10.7
Organic growth	23.2
Acquisition	8.7
Currency	(2.2)
Total	29.7	%

The ~~37.0 and 26.3 percentage point increases~~29.7 percent increase in Enclosures net sales in the ~~third~~first quarter ~~and first nine months~~ of 2022 from 2021 ~~from 2020, respectively, were~~was primarily the result of:

•organic sales growth contribution of approximately ~~17.5%~~14.0%, 4.0% and ~~13.5%~~3.0% from our industrial, ~~business in the third quarter~~commercial & residential and ~~first nine months of 2021 from 2020,~~energy businesses, respectively, approximately 3.0% and 2.0% from our commercial and residential business in the third quarter and first nine months of 2021 from 2020, respectively, approximately 3.0% from our energy business in the third quarter of 2021 from 2020, and approximately 2.5% from our infrastructure business in the first nine months of 2021 from 2020, which includes ~~selective~~ increases in selling prices; and

This increase was partially offset by:

•~~favorable~~unfavorable foreign currency effects.

~~Table of Contents~~

Segment income

The components of the change in Enclosures segment income as a percentage of net sales from the prior period were as follows:
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Growth/acquisition 4.0 pts 2.6 pts
Price 7.0 4.5
Currency (0.6) (0.4)
Net productivity (11.6) (5.0)
Total (1.2 pts) 1.7 pts


	Three months ended March 31, 2022
	over the prior year period
Growth/acquisition	2.5	pts

Price	7.9
Currency	0.2
Net productivity	(14.2)
Total	(3.6	pts)

The ~~1.2~~3.6 percentage point decrease in segment income for Enclosures as a percentage of net sales in the ~~third~~first quarter of ~~2021~~2022 from ~~2020~~2021 was primarily the result of:

•~~higher sales volume resulting in increased employee incentive compensation expense compared to 2020.~~2021.

This decrease was partially offset by:

•~~selective~~ increases in selling prices to mitigate inflationary cost increases; and

•higher sales volume resulting in increased leverage on fixed expenses.

Electrical & Fastening Solutions

The ~~1.7~~net sales, segment income and segment income as a percentage of net sales for Electrical & Fastening Solutions were as follows:


	Three months ended
In millions	March 31, 2022			March 31, 2021			% / point change
Net sales	$	187.6		$	147.9		26.8	%
Segment income	47.1			39.2			20.3	%
% of net sales	25.1		%	26.5		%	(1.4	pts)

Net sales

The components of the change in Electrical & Fastening Solutions net sales from the prior period were as follows:


	Three months ended March 31, 2022
	over the prior year period
Volume	9.7	%
Price	19.2
Organic growth	28.9

Currency	(2.1)
Total	26.8	%

The 26.8 percent increase in Electrical & Fastening Solutions net sales in the first quarter of 2022 from 2021 was primarily the result of:

•organic sales growth contribution of approximately 13.0%, 11.5% and 3.0% from our commercial & residential, infrastructure and industrial businesses, respectively, which include increases in selling prices.

This increase was partially offset by:

•unfavorable foreign currency impacts.

Segment income

The components of the change in Electrical & Fastening Solutions segment income as a percentage of net sales from the prior period were as follows:


	Three months ended March 31, 2022
	over the prior year period
Growth	5.0	pts

Price	11.8
Currency	0.1
Net productivity	(18.3)
Total	(1.4	pts)

The 1.4 percentage point ~~increase~~decrease in segment income for ~~Enclosures~~Electrical & Fastening Solutions as a percentage of net sales in the first ~~nine months~~quarter of ~~2021~~2022 from ~~2020~~2021 was primarily the result of:

•~~selective~~ supply chain challenges, including increased lead times, and inflationary increases of raw materials, logistics and labor costs due to availability constraints and high demand compared to 2021.

This decrease was partially offset by:

•increases in selling prices to mitigate inflationary cost increases; and

•higher sales volume resulting in increased leverage on fixed expenses.

Thermal Management

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


	Three months ended
In millions	March 31, 2022			March 31, 2021			% / point change
Net sales	$	147.7		$	124.0		19.1	%
Segment income	32.4			21.0			54.3	%
% of net sales	21.9		%	16.9		%	5.0	pts

Net sales

The components of the change in Thermal Management net sales from the prior period were as follows:


	Three months ended March 31, 2022
	over the prior year period
Volume	18.2	%
Price	3.8
Organic growth	22.0

Currency	(2.9)
Total	19.1	%

The 19.1 percent increase in Thermal Management net sales in the first quarter of 2022 from 2021 was primarily the result of:

•organic sales growth contribution of approximately 19.0% from our industrial business, which includes increases in selling prices.

This increase was partially offset by:

•unfavorable foreign currency effects.

Segment income

The components of the change in Thermal Management segment income as a percentage of net sales from the prior period were as follows:


	Three months ended March 31, 2022
	over the prior year period
Growth	5.6	pts

Price	3.1
Currency	(0.1)
Net productivity	(3.6)
Total	5.0	pts

The 5.0 percentage point increase in segment income for Thermal Management as a percentage of net sales in the first quarter of 2022 from 2021 was primarily the result of:

•higher sales volume resulting in increased leverage on fixed expenses;

•increases in selling prices to mitigate inflationary cost increases; and

•the impact of favorable product mix.

This increase was partially offset by:

•~~higher sales volume resulting in increased employee incentive compensation expense compared to 2020.~~

~~Electrical & Fastening Solutions~~

~~The net sales, segment income and segment income as a percentage of net sales for Electrical & Fastening Solutions were as follows:~~
Three months ended Nine months ended
In millions September 30,
2021 September 30,
2020 % / point change September 30,
2021 September 30,
2020 % / point change
Net sales $ 169.3 $ 147.7 14.6 % $ 486.4 $ 421.7 15.3 %
Segment income 48.4 40.7 19.0 % 136.5 108.9 25.3 %
% of net sales 28.6 % 27.6 % 1.0 pts 28.1 % 25.8 % 2.3 pts

~~Table of Contents~~

~~Net sales~~

~~The components of the change in Electrical & Fastening Solutions net sales from the prior period were as follows:~~
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Volume 0.4 % 5.1 %
Price 13.4 7.6
Organic growth 13.8 12.7
Acquisition — 0.4
Currency 0.8 2.2
Total 14.6 % 15.3 %

~~The 14.6 and 15.3 percentage point increases in Electrical & Fastening Solutions net sales in the third quarter and first nine months of 2021 from 2020, respectively, were primarily the result of:~~

•organic sales growth contribution of approximately 6.0% and 5.5% from our commercial & residential business in the third quarter and first nine months of 2021 from 2020, respectively, approximately 5.5% and 4.5% from our infrastructure business in the third quarter and first nine months of 2021 from 2020, respectively, and approximately 2.0% and 1.5% from our industrial business in the third quarter and first nine months of 2021 from 2020, respectively, which includes selective increases in selling prices; and

•~~favorable foreign currency effects~~.

~~Segment income~~

~~The components of the change in Electrical & Fastening Solutions segment income as a percentage of net sales from the prior period were as follow~~s:
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Growth/acquisition 1.1 pts 0.5 pts
Price 8.6 5.2
Currency — 0.1
Net productivity (8.7) (3.5)
Total 1.0 pts 2.3 pts

The 1.0 and 2.3 percentage point increases in segment income for Electrical & Fastening Solutions as a percentage of net sales in the third quarter and first nine months of 2021 from 2020, respectively, were primarily the result of:

•~~selective increases in selling prices to mitigate inflationary cost increases;~~

•~~higher sales volume resulting in increased leverage on fixed expenses; and~~

•~~savings generated from restructuring and lean initiatives.~~

~~These increases were partially offset by:~~

•~~supply chain challenges, including increased lead times, and inflationary increases of raw materials, logistics and labor costs due to availability constraints and high demand compared to 2020;~~

•~~higher sales volume resulting in increased employee incentive compensation expense compared to 2020.~~

~~Table of Contents~~

~~Thermal Management~~

~~The net sales, segment income and segment income as a percentage of net sales for Thermal Management were as follows:~~
Three months ended Nine months ended
In millions September 30,
2021 September 30,
2020 % / point change September 30,
2021 September 30,
2020 % / point change
Net sales $ 138.3 $ 116.9 18.3 % $ 394.0 $ 333.2 18.2 %
Segment income 31.6 25.5 23.9 % 77.5 60.2 28.7 %
% of net sales 22.8 % 21.8 % 1.0 pts 19.7 % 18.1 % 1.6 pts

~~Net sales~~

~~The components of the change in Thermal Management net sales from the prior period were as follows:~~
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Volume 12.3 % 11.6 %
Price 4.1 2.3
Organic growth 16.4 13.9
Currency 1.9 4.3
Total 18.3 % 18.2 %

~~The 18.3 and 18.2 percentage point increases in Thermal Management net sales in the third quarter and first nine months of 2021 from 2020, respectively, were primarily the result of:~~

•organic sales growth contribution of approximately 9.5% and 5.0% from our industrial business in the third quarter and first nine months of 2021 from 2020, respectively, approximately 4.5% and 6.5% from our commercial & residential business in the third quarter and first nine months of 2021 from 2020, respectively, and approximately 1.5% and 2.5% from our energy business in the third quarter and first nine months of 2021 from 2020, respectively, which includes selective increases in selling prices;

•~~favorable foreign currency effects~~.

~~Segment income~~

~~The components of the change in Thermal Management segment income as a percentage of net sales from the prior period were as follows:~~
Three months ended September 30, 2021 Nine months ended September 30, 2021
over the prior year period over the prior year period
Growth 4.3 pts 2.4 pts
Price 3.1 1.8
Currency (0.1) 0.2
Net productivity (6.3) (2.8)
Total 1.0 pts 1.6 pts

The 1.0 and 1.6 percentage point increases in segment income for Thermal Management as a percentage of net sales in the third quarter and first nine months of 2021 from 2020, respectively, were primarily the result of:

•~~higher sales volume resulting in increased leverage on fixed expenses;~~

•~~selective increases in selling prices to mitigate inflationary cost increases; and~~

•~~savings generated from restructuring and lean initiatives.~~

~~These increases were partially offset by:~~

•~~higher sales volume resulting in increased employee incentive compensation expense compared to 2020.~~2021.

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LIQUIDITY AND CAPITAL RESOURCES

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, 2021,~~March 31, 2022, we had ~~$46.0~~$51.1 million of cash on hand, of which ~~only $15.9~~$29.0 million is held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

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 and increased demand for Thermal Management products and services during the fall and winter months in the Northern Hemisphere.

Operating activities

Net cash provided by operating activities was ~~$258.1~~$6.5 million in the first ~~nine~~three months of ~~2021,~~2022, compared to net cash provided by operating activities of ~~$203.7~~$49.9 million in the first ~~nine~~three months of ~~2020.~~2021. Net cash provided by operating activities in the first ~~nine~~three months of ~~2021~~2022 primarily reflects net income of ~~$285.6~~$96.2 million, net of non-cash depreciation, amortization and ~~amortization, partially~~changes in deferred taxes, offset by a ~~$44.2~~$96.3 million increase in working capital.

Investing activities

Net cash used for investing activities of ~~$260.2~~$9.2 million in the first ~~nine~~three months of 2022 relates primarily to capital expenditures of $11.1 million.

Net cash used for investing activities of $13.7 million in the first three months of 2021 relates primarily to capital expenditures of ~~$25.2 million and cash paid for Vynckier and CIS Global acquisitions of $228.0 million, net of cash acquired.~~

~~Net cash used for investing activities of $50.9 million in the first nine months of 2020 relates primarily to capital expenditures of $25.4 million and cash paid for the WBT acquisition of $27.0~~$9.9 million.

Financing activities

Net cash used byfor financing activities of ~~$70.7~~$5.9 million in the first ~~nine~~three months of ~~2021~~2022 primarily relates to ~~repayments~~net receipts of revolving long-term debt of ~~$117.5~~$47.8 million, offset by dividends paid of ~~$88.3~~$29.0 million and share repurchases of ~~$20.0 million, offset by proceeds of long-term debt of $100.0 million and net receipts of revolving credit facility of $45.3~~$8.5 million.

Net cash used for financing activities of ~~$100.2~~$52.4 million in the first ~~nine~~three months of ~~2020~~2021 primarily relates to dividends paid of ~~$89.2~~$29.4 million and ~~repayments~~share repurchases of ~~long-term debt of $12.5~~$20.0 million.

Senior notes

In March 2018, nVent Finance S.à r.l. (“nVent Finance” or "Subsidiary Issuer"), a 100-percent owned subsidiary of nVent, issued $300.0 million aggregate principal amount of 3.950% senior notes due 2023 (the "2023 Notes") and $500.0 million aggregate principal amount of 4.550% senior notes due 2028 (the "2028 Notes").

In November 2021, nVent Finance issued $300.0 million aggregate principal amount of 2.750% fixed rate senior notes due 2031 (the "2031 Notes" and, collectively with the ~~2023~~2028 Notes, the "Notes"). In December 2021, we redeemed the $300 million aggregate principal amount of our 3.950% fixed rate senior notes due 2023.

Interest on the 2028 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, and interest on the 2031 Notes is payable semi-annually in arrears on May 15 and November 15 of each year.

The Notes are fully and unconditionally guaranteed as to payment by nVent (the "Parent Company Guarantor"). There are no subsidiaries that guarantee the Notes. The Parent Company Guarantor is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries. The Subsidiary Issuer is a holding company that has no independent assets or operations unrelated to its investments in consolidated subsidiaries and the issuance of the Notes and other external debt. The Parent Company Guarantor’s principal source of cash flow, including cash flow to make payments on the Notes pursuant to the guarantees, is dividends from its subsidiaries. The Subsidiary Issuer’s principal source of cash flow is interest income from its subsidiaries. None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer. If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the Notes or the guarantees.

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The Notes constitute general unsecured senior obligations of the Subsidiary Issuer and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of the Subsidiary Issuer. The guarantees of the Notes by the Parent Company Guarantor constitute general unsecured obligations of the Parent Company Guarantor and rank equally in right of payment with all existing and future unsubordinated and unsecured indebtedness and liabilities of the Subsidiary Issuer. Subject to certain qualifications and exceptions, the indenture pursuant to which the Notes were issued contains covenants that, among other things, restrict nVent’s, nVent Finance’s and certain subsidiaries’ ability to merge or consolidate with another person, create liens or engage in sale and lease-back transactions.

There are no significant restrictions on the ability of nVent to obtain funds from its subsidiaries by dividend or loan. None of the assets of nVent or its subsidiaries represents restricted net assets pursuant to the guidelines established by the SEC.

Senior credit facilities

In March 2018, the Company and its subsidiaries nVent Finance and Hoffman Schroff Holdings, Inc. entered into a credit agreement with a syndicate of banks providing for a five-year $200.0 million senior unsecured term loan facility and a five-year $600.0 million senior unsecured revolving credit facility.

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 "Term Loan Facility") and a five-year $600.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility") and, together with the Term Loan Facility, the "Senior Credit Facilities".), which amended and restated the March 2018 credit agreement. Borrowings under the Term Loan Facility are permitted on a delayed draw basis during the first year of the five-year term of the 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. ~~The Credit Agreement amends and restates in its entirety the March 2018 credit agreement. We have~~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.

Borrowings under the Senior Credit Facilities bear interest at a rate equal to an adjusted base rate, London Interbank Offered Rate (“LIBOR”), 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.

As of ~~September 30, 2021,~~March 31, 2022, the borrowing capacity under the Term Loan Facility on a delayed draw basis was $200.0 million, and the borrowing capacity under the Revolving Credit Facility was ~~$520.1~~$445.5 million.

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 ~~September 30, 2021,~~March 31, 2022, 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.

Share repurchases

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, we repurchased 0.1 million of our ordinary shares for $3.9 million under the 2021 Authorization. During the three months ended March 31, 2021, we ~~repurchased~~purchased 0.9 million of our ordinary shares for $20.0 million under the 2018 Authorization. ~~During the nine months ended September 30, 2020, we purchased 0.2 million of our ordinary shares for $3.2 million under the 2018 Authorization.~~ As of ~~September 30, 2021,~~March 31, 2022, we ~~had $300.0~~have $200.0 million available for share repurchases under the 2021 Authorization.

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Dividends

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, we paid dividends of $29.0 million, or $0.175 per ordinary share. During the three months ended March 31, 2021, we paid dividends of ~~$88.3~~$29.4 million, or ~~$0.525 per ordinary share. During the nine months ended September 30, 2020, we paid dividends of $89.2 million, or $0.525~~$0.175 per ordinary share.

Other financial measures

In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure our free cash flow. Free cash flow is a non-GAAP financial measure that we use to assess our cash flow performance. We believe free cash flow is an important measure of liquidity because it provides us and our 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 a criterion to measure and pay annual incentive compensation. Our measure of free cash flow may not be comparable to similarly titled measures reported by other companies. The following table is a reconciliation of free cash flow:


		Nine months ended						Three months ended
In millions	In millions		September 30, 2021		September 30, 2020		In millions		March 31, 2022		March 31, 2021
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities		$	258.1	$	203.7	Net cash provided by (used for) operating activities		$	6.5	$	49.9
Capital expenditures	Capital expenditures		(25.2)		(25.4)		Capital expenditures		(11.1)		(9.9)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment		0.1		1.5		Proceeds from sale of property and equipment		1.9		0.1
Free cash flow	Free cash flow		$	233.0	$	179.8	Free cash flow		$	(2.7)	$	40.1

CRITICAL ACCOUNTING ~~POLICIES~~ESTIMATES

We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our ~~2020~~2021 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated ~~and combined~~ financial statements.

There have been no material changes to our critical accounting policies and estimates from those previously disclosed in our ~~2020~~2021 Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the quarter ended ~~September 30, 2021.~~March 31, 2022. For additional information, refer to our ~~2020~~2021 Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended ~~September 30, 2021~~March 31, 2022 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the quarter ended ~~September 30, 2021~~March 31, 2022 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

(b) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2021~~March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments with respect to the legal proceedings previously disclosed in Item 3 of our ~~2020~~2021 Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

ITEM 1A. RISK FACTORS

There have been no additional material changes from the risk factors previously disclosed in our ~~2020~~2021 Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to purchases we made of our ordinary shares during the ~~third~~first quarter of ~~2021:~~2022:
(a) (b) (c) (d)
Period Total number of
shares
purchased Average price
paid per share Total number of
shares
purchased as
part of publicly
announced
plans or
programs Dollar value
of
shares that may
yet be purchased
under the plans or
programs
July 1 - July 31, 2021 80 $ 30.29 $ 300,000,000
August 1 - August 28, 2021 245 33.04 300,000,000
August 29 - September 30, 2021 1,605 33.08 300,000,000
Total 1,930 —


	(a)	(b)		(c)	(d)
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Dollar value of shares that may yet be purchased under the plans or programs
January 1 - January 29, 2022	133,248	$	37.93	102,305	$	200,000,036
January 30 - February 26, 2022	25,976	33.37		—	200,000,036
February 27 - March 31, 2022	70,638	33.18		—	200,000,036
Total	229,862			102,305

(a)The purchases in this column include shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in the nVent Electric plc 2018 Omnibus Incentive Plan (the "2018 Plan") and earlier Pentair stock incentive plans that are now outstanding under the 2018 Plan (collectively the "Plans") to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options, vesting of restricted shares and vesting of performance shares.

(b)The average price paid in this column includes shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in the Plans to satisfy the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance shares.

(c)The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our ordinary shares up to a maximum dollar limit authorized by the Board of Directors, discussed below.

(d)On July 23, 2018, our Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $500.0 million (the "2018 Authorization"). On February 19, 2019, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $380.0 million (the "2019 Authorization"). The 2018 Authorization and the 2019 Authorization expired on July 23, 2021. On May 14, 2021, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $300.0 million (the "2021 Authorization"). The 2021 Authorization began on July 23, 2021 ~~upon expiration of the 2018 Authorization and the 2019 Authorization,~~ and expires on July 22, 2024.

As of ~~September 30, 2021,~~March 31, 2022, we ~~had $300.0~~have $200.0 million available for share repurchases under the 2021 Authorization.

3831

~~Table of Contents~~

ITEM 6. EXHIBITS

The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

Exhibit Index to Form 10-Q for the Period Ended ~~September 30, 2021~~March 31, 2022


~~4.1~~						Amended and Restated Credit Agreement, dated September 24, 2021, among nVent Electric plc, nVent Finance S.à r.l., Hoffman Schroff Holdings, Inc., the other affiliate borrowers from time to time party thereto and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on September 30, 2021 (File No. 001-38265)).

22						Guarantors and Subsidiary Issuers of Guaranteed ~~Securities~~Securities. (Incorporated by reference to Exhibit 22 in the ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K of nVent Electric plc filed with the Commission on ~~April 29, 2020~~February 25, 2022 (File No. 001-38265)).

31.1						Certification of Chief Executive Officer.

31.2						Certification of Chief Financial Officer.

32.1						Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following materials from nVent Electric plc's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021~~March 31, 2022 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income ~~(Loss)~~ and Comprehensive Income ~~(Loss)~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (ii) the Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (iii) the Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iv) the Condensed Consolidated Statements of Changes in Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and (v) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Table of Contents~~

SIGNATURES

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 ~~October 28, 2021.~~April 29, 2022.



			nVent Electric plc
			Registrant

			By			/s/ Sara E. Zawoyski
						Sara E. Zawoyski
						Executive Vice President and Chief Financial Officer

			By			/s/ Randolph A. Wacker
						Randolph A. Wacker
						Senior Vice President, Chief Accounting Officer and Treasurer

4033


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


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
In millions, except per-share data	In millions, except per-share data					In millions, except per-share data
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	46.0	$	122.5	Cash and cash equivalents	$	51.1	$	49.5
Accounts and notes receivable, net of allowances of $6.0 and $6.2, respectively		428.5		313.8
Accounts and notes receivable, net of allowances of $7.9 and $6.7, respectively						Accounts and notes receivable, net of allowances of $7.9 and $6.7, respectively	441.7		438.1
Inventories	Inventories	301.4		235.2		Inventories	348.3		321.9
Other current assets	Other current assets	113.8		92.9		Other current assets	123.8		102.0
Total current assets	Total current assets	889.7		764.4		Total current assets	964.9		911.5
Property, plant and equipment, net	Property, plant and equipment, net	287.6		289.4		Property, plant and equipment, net	287.5		291.1
Other assets	Other assets					Other assets
Goodwill	Goodwill	2,187.2		2,098.2		Goodwill	2,185.2		2,186.7
Intangibles, net	Intangibles, net	1,162.6		1,105.5		Intangibles, net	1,125.8		1,143.8
Other non-current assets	Other non-current assets	151.8		108.6		Other non-current assets	140.2		141.1

Total other assets	Total other assets	3,501.6		3,312.3		Total other assets	3,451.2		3,471.6
Total assets	Total assets	$	4,678.9	$	4,366.1	Total assets	$	4,703.6	$	4,674.2
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities	Current liabilities					Current liabilities
Current maturities of long-term debt and short-term borrowings	Current maturities of long-term debt and short-term borrowings	$	5.0	$	20.0	Current maturities of long-term debt and short-term borrowings	$	5.0	$	5.0
Accounts payable	Accounts payable	227.5		171.1		Accounts payable	263.7		261.0
Employee compensation and benefits	Employee compensation and benefits	110.3		70.4		Employee compensation and benefits	84.7		113.9
Other current liabilities	Other current liabilities	228.4		188.5		Other current liabilities	234.9		256.4

Total current liabilities	Total current liabilities	571.2		450.0		Total current liabilities	588.3		636.3
Other liabilities	Other liabilities					Other liabilities
Long-term debt	Long-term debt	971.5		928.0		Long-term debt	1,040.8		994.2
Pension and other post-retirement compensation and benefits	Pension and other post-retirement compensation and benefits	227.4		237.9		Pension and other post-retirement compensation and benefits	204.1		208.1
Deferred tax liabilities	Deferred tax liabilities	230.6		230.1		Deferred tax liabilities	210.0		210.3
Other non-current liabilities	Other non-current liabilities	136.6		110.3		Other non-current liabilities	126.5		129.2
Total liabilities	Total liabilities	2,137.3		1,956.3		Total liabilities	2,169.7		2,178.1
Equity	Equity					Equity

Ordinary shares $0.01 par value, 400.0 authorized, 168.2 issued at both September 30, 2021 and December 31, 2020.		1.7		1.7
Ordinary shares $0.01 par value, 400.0 authorized, 166.3 and 166.1 issued at March 31, 2022 and December 31, 2021, respectively						Ordinary shares $0.01 par value, 400.0 authorized, 166.3 and 166.1 issued at March 31, 2022 and December 31, 2021, respectively	1.7		1.7
Additional paid-in capital	Additional paid-in capital	2,486.0		2,482.6		Additional paid-in capital	2,402.8		2,403.1
Retained earnings	Retained earnings	136.9		20.7		Retained earnings	213.3		174.5
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(83.0)		(95.2)		Accumulated other comprehensive loss	(83.9)		(83.2)
Total equity	Total equity	2,541.6		2,409.8		Total equity	2,533.9		2,496.1
Total liabilities and equity	Total liabilities and equity	$	4,678.9	$	4,366.1	Total liabilities and equity	$	4,703.6	$	4,674.2


		Nine months ended					Three months ended
In millions	In millions	September 30, 2021		September 30, 2020		In millions	March 31, 2022		March 31, 2021
Operating activities	Operating activities					Operating activities
Net income (loss)		$	205.9	$	(94.3)
Net income						Net income	$	67.8	$	65.4

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities
Adjustments to reconcile net income to net cash provided by (used for) operating activities						Adjustments to reconcile net income to net cash provided by (used for) operating activities

Depreciation	Depreciation	30.0		28.8		Depreciation	10.7		9.7
Amortization	Amortization	49.7		48.1		Amortization	17.8		15.9
Deferred income taxes	Deferred income taxes	(0.8)		6.2		Deferred income taxes	(0.1)		(1.5)

Share-based compensation	Share-based compensation	11.4		10.0		Share-based compensation	6.6		(0.2)
Impairment of goodwill and trade names		—		220.5

Changes in assets and liabilities, net of effects of business acquisitions	Changes in assets and liabilities, net of effects of business acquisitions					Changes in assets and liabilities, net of effects of business acquisitions
Accounts and notes receivable	Accounts and notes receivable	(91.7)		7.8		Accounts and notes receivable	(5.5)		(42.2)
Inventories	Inventories	(50.4)		9.3		Inventories	(29.1)		(6.2)
Other current assets	Other current assets	(19.3)		22.2		Other current assets	(22.7)		(12.6)
Accounts payable	Accounts payable	41.7		(46.1)		Accounts payable	6.3		10.1
Employee compensation and benefits	Employee compensation and benefits	39.0		(3.5)		Employee compensation and benefits	(28.4)		7.1
Other current liabilities	Other current liabilities	36.5		(3.4)		Other current liabilities	(16.9)		2.5
Other non-current assets and liabilities	Other non-current assets and liabilities	6.1		(1.9)		Other non-current assets and liabilities	—		1.9

Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	258.1		203.7		Net cash provided by (used for) operating activities	6.5		49.9
Investing activities	Investing activities					Investing activities
Capital expenditures	Capital expenditures	(25.2)		(25.4)		Capital expenditures	(11.1)		(9.9)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	0.1		1.5		Proceeds from sale of property and equipment	1.9		0.1

Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(235.1)		(27.0)		Acquisitions, net of cash acquired	—		(3.9)

Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	(260.2)		(50.9)		Net cash provided by (used for) investing activities	(9.2)		(13.7)
Financing activities	Financing activities					Financing activities

Net receipts of revolving long-term debt	Net receipts of revolving long-term debt	45.3		—		Net receipts of revolving long-term debt	47.8		—
Proceeds from long-term debt		100.0		—

Repayments of long-term debt	Repayments of long-term debt	(117.5)		(12.5)		Repayments of long-term debt	(1.4)		(5.0)
Debt issuance costs		(2.3)		—

Dividends paid	Dividends paid	(88.3)		(89.2)		Dividends paid	(29.0)		(29.4)

Shares issued to employees, net of shares withheld	Shares issued to employees, net of shares withheld	12.1		4.7		Shares issued to employees, net of shares withheld	(3.0)		2.0
Repurchases of ordinary shares	Repurchases of ordinary shares	(20.0)		(3.2)		Repurchases of ordinary shares	(8.5)		(20.0)

Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(70.7)		(100.2)		Net cash provided by (used for) financing activities	5.9		(52.4)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(3.7)		0.8		Effect of exchange rate changes on cash and cash equivalents	(1.6)		(1.4)
Change in cash and cash equivalents	Change in cash and cash equivalents	(76.5)		53.4		Change in cash and cash equivalents	1.6		(17.6)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	122.5		106.4		Cash and cash equivalents, beginning of period	49.5		122.5
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	46.0	$	159.8	Cash and cash equivalents, end of period	$	51.1	$	104.9


	Nine months ended September 30, 2021
In millions	Enclosures		Electrical & Fastening Solutions		Thermal Management		Total
U.S. and Canada	$	585.3	$	341.0	$	208.0	$	1,134.3
Developed Europe (1)	230.4		99.9		89.6		419.9
Developing (2)	84.8		32.0		85.6		202.4
Other Developed (3)	12.1		13.5		10.8		36.4
Total	$	912.6	$	486.4	$	394.0	$	1,793.0


	Three months ended September 30, 2020
In millions	Enclosures		Electrical & Fastening Solutions		Thermal Management		Total
U.S. and Canada	$	159.7	$	109.2	$	69.6	$	338.5
Developed Europe (1)	60.4		26.3		32.0		118.7
Developing (2)	20.9		8.2		12.2		41.3
Other Developed (3)	3.7		4.0		3.1		10.8
Total	$	244.7	$	147.7	$	116.9	$	509.3


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


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


		Page

PART I FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Income ~~(Loss)~~ and Comprehensive Income ~~(Loss)~~	3

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Cash Flows	5

	Condensed Consolidated Statements of Changes in Equity	6

	Notes to Condensed Consolidated Financial Statements	87

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2319

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	3629

ITEM 4.	Controls and Procedures	3730

PART II OTHER INFORMATION

ITEM 1.	Legal Proceedings	3831

ITEM 1A.	Risk Factors	3831

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3831

ITEM 6.	Exhibits	3932

	Signatures	4033


In millions	In millions	Ordinary shares			Additional paid-in capital	Retained earnings		Accumulated other comprehensive loss		Total		In millions		Ordinary shares					Additional paid-in capital	Retained earnings	Accumulated other comprehensive loss		Total
		Number	Amount											Number		Amount
Balance - December 31, 2020		168.2	$	1.7		$	2,482.6	$	20.7	$	(95.2)	$	2,409.8
December 31, 2021															December 31, 2021	166.1	$	1.7			$	2,403.1	$	174.5	$	(83.2)	$	2,496.1
Net income	Net income	—	—			—		65.4		—		65.4			Net income	—	—				—		67.8		—		67.8
Other comprehensive income (loss), net of tax		—	—			—		—		22.3		22.3
Other comprehensive loss, net of tax															Other comprehensive loss, net of tax	—	—				—		—		(0.7)		(0.7)
Dividends declared	Dividends declared	—	—			—		(29.4)		—		(29.4)			Dividends declared	—	—				—		(29.0)		—		(29.0)
Share repurchases	Share repurchases	(0.9)	—			(20.0)		—		—		(20.0)			Share repurchases	(0.1)	—				(3.9)		—		—		(3.9)
Exercise of options, net of shares tendered for payment	Exercise of options, net of shares tendered for payment	0.2	—			4.1		—		—		4.1			Exercise of options, net of shares tendered for payment	—	—				1.4		—		—		1.4
Issuance of restricted shares, net of cancellations	Issuance of restricted shares, net of cancellations	0.3	—			—		—		—		—			Issuance of restricted shares, net of cancellations	0.4	—				—		—		—		—
Shares surrendered by employees to pay taxes	Shares surrendered by employees to pay taxes	(0.1)	—			(2.0)		—		—		(2.0)			Shares surrendered by employees to pay taxes	(0.1)	—				(4.4)		—		—		(4.4)
Share-based compensation	Share-based compensation	—	—			(0.2)		—		—		(0.2)			Share-based compensation	—	—				6.6		—		—		6.6
Balance - March 31, 2021		167.7	$	1.7		$	2,464.5	$	56.7	$	(72.9)	$	2,450.0

Net income		—	—			—		66.2		—		66.2
Other comprehensive income (loss), net of tax		—	—			—		—		(6.5)		(6.5)
Dividends declared		—	—			—		(30.6)		—		(30.6)

Exercise of options, net of shares tendered for payment		0.4	—			7.5		—		—		7.5

Shares surrendered by employees to pay taxes		—	—			(0.2)		—		—		(0.2)
Share-based compensation		—	—			6.4		—		—		6.4
Balance - June 30, 2021		168.1	$	1.7		$	2,478.2	$	92.3	$	(79.4)	$	2,492.8
Net income		—	—			—		74.3		—		74.3
Other comprehensive income (loss), net of tax		—	—			—		—		(3.6)		(3.6)
Dividends declared		—	—			—		(29.7)		—		(29.7)

Exercise of options, net of shares tendered for payment		0.1	—			2.7		—		—		2.7

Share-based compensation		—	—			5.1		—		—		5.1
September 30, 2021		168.2	$	1.7		$	2,486.0	$	136.9	$	(83.0)	$	2,541.6
March 31, 2022															March 31, 2022	166.3	$	1.7			$	2,402.8	$	213.3	$	(83.9)	$	2,533.9


	Three months ended September 30, 2021
In millions	Enclosures		Electrical & Fastening Solutions		Thermal Management		Total
U.S. and Canada	$	216.6	$	119.7	$	75.9	$	412.2
Developed Europe (1)	78.7		34.1		30.7		143.5
Developing (2)	35.2		10.6		28.3		74.1
Other Developed (3)	4.7		4.9		3.4		13.0
Total	$	335.2	$	169.3	$	138.3	$	642.8


		Nine months ended September 30, 2020									Three months ended March 31, 2021
In millions	In millions	Enclosures		Electrical & Fastening Solutions		Thermal Management		Total		In millions	Enclosures		Electrical & Fastening Solutions		Thermal Management		Total
U.S. and Canada	U.S. and Canada	$	474.6	$	312.3	$	191.4	$	978.3	U.S. and Canada	$	175.7	$	103.9	$	63.8	$	343.4
Developed Europe (1)	Developed Europe (1)	177.8		74.9		85.6		338.3		Developed Europe (1)	73.4		30.8		30.5		134.7
Developing (2)	Developing (2)	59.9		23.2		45.5		128.6		Developing (2)	24.4		9.0		27.0		60.4
Other Developed (3)	Other Developed (3)	10.2		11.3		10.7		32.2		Other Developed (3)	3.5		4.2		2.7		10.4
Total	Total	$	722.5	$	421.7	$	333.2	$	1,477.4	Total	$	277.0	$	147.9	$	124.0	$	548.9


	September 30, 2021						December 31, 2020
In millions	Cost		Accumulated amortization		Net		Cost		Accumulated amortization		Net
Definite-life intangibles
Customer relationships	$	1,296.9	$	(437.6)	$	859.3	$	1,214.5	$	(389.6)	$	824.9
Proprietary technology and patents	40.8		(10.6)		30.2		16.3		(8.8)		7.5

Total definite-life intangibles	1,337.7		(448.2)		889.5		1,230.8		(398.4)		832.4
Indefinite-life intangibles
Trade names	273.1		—		273.1		273.1		—		273.1
Total intangibles	$	1,610.8	$	(448.2)	$	1,162.6	$	1,503.9	$	(398.4)	$	1,105.5


		Q4													Q2-Q4
In millions	In millions	2021		2022		2023		2024		2025		2026		In millions	2022		2023		2024		2025		2026		2027
Estimated amortization expense	Estimated amortization expense	$	17.8	$	71.2	$	71.0	$	70.4	$	70.4	$	70.4	Estimated amortization expense	$	53.3	$	70.9	$	70.2	$	70.2	$	70.2	$	70.2


		September 30, 2021
Recurring fair value measurements												Recurring fair value measurements	March 31, 2022
In millions	In millions	Level 1		Level 2		Level 3		NAV		Total		In millions	Level 1		Level 2		Level 3		NAV		Total
Cross currency swap liabilities												Cross currency swap liabilities	$	—	$	(0.6)	$	—	$	—	$	(0.6)
Cross currency swap assets												Cross currency swap assets	—		11.7		—		—		11.7
Foreign currency contract liabilities	Foreign currency contract liabilities	$	—	$	(6.8)	$	—	$	—	$	(6.8)	Foreign currency contract liabilities	—		(1.7)		—		—		(1.7)
Foreign currency contract assets	Foreign currency contract assets	—		3.8		—		—		3.8		Foreign currency contract assets	—		1.5		—		—		1.5
Interest rate swap assets		—		12.3		—		—		12.3

Deferred compensation plan assets	Deferred compensation plan assets	15.6		—		—		4.8		20.4		Deferred compensation plan assets	13.9		—		—		5.1		19.0
Total recurring fair value measurements	Total recurring fair value measurements	$	15.6	$	9.3	$	—	$	4.8	$	29.7	Total recurring fair value measurements	$	13.9	$	10.9	$	—	$	5.1	$	29.9


In millions	In millions	Average interest rate at September 30, 2021	Maturity Year	September 30, 2021		December 31, 2020		In millions	Average interest rate at March 31, 2022	Maturity Year	March 31, 2022		December 31, 2021
Revolving credit facility	Revolving credit facility	1.333%	2026	$	79.9	$	34.6	Revolving credit facility	1.552%	2026	$	154.5	$	106.7
Senior notes - fixed rate	Senior notes - fixed rate	3.950%	2023	300.0		300.0		Senior notes - fixed rate	2.750%	2031	300.0		300.0

Senior notes - fixed rate	Senior notes - fixed rate	4.550%	2028	500.0		500.0		Senior notes - fixed rate	4.550%	2028	500.0		500.0
Term loan facility	Term loan facility	1.333%	2026	100.0		117.5		Term loan facility	1.697%	2026	97.5		98.8

Unamortized debt issuance costs and discounts	Unamortized debt issuance costs and discounts	N/A		(3.4)		(4.1)		Unamortized debt issuance costs and discounts	N/A		(6.2)		(6.3)
Total debt	Total debt			976.5		948.0		Total debt			1,045.8		999.2
Less: Current maturities and short-term borrowings	Less: Current maturities and short-term borrowings			(5.0)		(20.0)		Less: Current maturities and short-term borrowings			(5.0)		(5.0)
Long-term debt	Long-term debt			$	971.5	$	928.0	Long-term debt			$	1,040.8	$	994.2


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
In millions	In millions	Recorded Amount		Fair Value		Recorded Amount		Fair Value		In millions	Recorded Amount		Fair Value		Recorded Amount		Fair Value
Variable rate debt	Variable rate debt	$	179.9	$	179.9	$	152.1	$	152.1	Variable rate debt	$	252.0	$	252.0	$	205.5	$	205.5
Fixed rate debt	Fixed rate debt	800.0		897.3		800.0		915.2		Fixed rate debt	800.0		1,045.4		800.0		866.8
Total debt	Total debt	$	979.9	$	1,077.2	$	952.1	$	1,067.3	Total debt	$	1,052.0	$	1,297.4	$	1,005.5	$	1,072.3