NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Plan Administrator of
nVent Management Company Retirement Savings and Investment Plan
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of nVent Management Company Retirement Savings and Investment Plan (the "Plan") as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Schedule
The supplemental schedule of assets (held at end of year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
June 27, 2023
We have served as the auditor of the Plan since 2020.
NVENT MANAGEMENT COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2022 and 2021
2022
2021
ASSETS:
Participant-directed investments — at fair value
$
467,914,891
$
581,432,819
Receivables
Notes receivable from participants
5,692,083
5,787,505
Employee contributions
603,120
559,957
Employer contributions
298,786
278,831
Total receivables
6,593,989
6,626,293
Total assets
474,508,880
588,059,112
NET ASSETS AVAILABLE FOR BENEFITS
$
474,508,880
$
588,059,112
See accompanying notes to financial statements.
2
NVENT MANAGEMENT COMPANY RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2022
CONTRIBUTIONS:
Employee
$
24,003,089
Employer
12,510,289
Rollover
2,155,022
Total contributions
38,668,400
INVESTMENT INCOME (LOSS):
Interest and dividend income
3,147,472
Net depreciation in the fair value of investments
(110,067,023)
Total investment loss
(106,919,551)
DEDUCTIONS:
Distributions to participants
46,574,924
Administrative expenses
144,797
Total deductions
46,719,721
CHANGE IN NET ASSETS
(114,970,872)
TRANSFER OF ASSETS
1,420,640
NET ASSETS AVAILABLE FOR BENEFITS — Beginning of year
588,059,112
NET ASSETS AVAILABLE FOR BENEFITS — End of year
$
474,508,880
See accompanying notes to financial statements.
3
Notes to financial statements
As of and for the year ended December 31, 2022
1.DESCRIPTION OF THE PLAN
The following description of the nVent Management Company Retirement Savings and Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan.
General Information — The Plan was established on January 1, 2019. The Plan is a defined contribution plan with a cash or deferred arrangement described in Internal Revenue Code ("IRC") Section 401(k). With certain exceptions, the Plan covers employees of U.S. subsidiaries of the nVent Electric plc ("nVent" or the "Company") who have attained age 18, although such employees must have one year of service before becoming vested in employer matching contributions. nVent Management Company is a subsidiary of the Company, and is the Plan sponsor as well as Plan administrator. Fidelity Management Trust Company ("Fidelity") is recordkeeper and trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The Plan was restated effective November 1, 2022 to incorporate all historical plan amendments.
In June 2021, nVent completed its acquisition of CIS Global LLC. During 2022, account balances of $1,420,640 from the CIS Global LLC 401(k) PS Plan and Trust (the "CIS Global Plan") were transferred to the Plan, effectively merging the CIS Global Plan into the Plan.
Participation — Participation for regular full- and part-time employees may commence effective with the date of hire, provided that the employee is at least age 18. Participant contributions are subject to a maximum of 50% of pre-tax compensation and 15% of after-tax compensation for a combined limit of 65% of compensation. Employee contributions are also subject to the IRC 402(g) limitation of $20,500 for 2022 and $19,500 for 2021. Employees who will be age 50 or older are permitted to make additional catch up contributions to the Plan up to the IRC limitation of $6,500 for 2022 and 2021.
The Plan has an automatic enrollment feature for new employees at a rate of 5% of eligible compensation with an automatic annual increase of 1% per year until the participant reaches a deferral rate of 10%. Employees can opt-out of automatic enrollment and automatic annual increase at any time. In 2022, employer matching contributions were 100% of the first 5% of eligible compensation contributed to the Plan by the participant on a pre-tax basis.
Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contributions, the Company's matching contributions, and investment gains and losses, and charged with withdrawals and allocations of Plan administrative expenses. The benefit to which a participant is entitled under the Plan is the value of the participant's vested account.
Investments — Participants direct the investment of their account into various investment options offered by the Plan and may change investments and transfer amounts daily. The Plan currently offers various investment alternatives to Plan participants, consisting of corporate stock, mutual funds and stable value funds. Participants may also direct their investments through a trustee sponsored brokerage account, which offers the option to invest in a variety of individual stocks and mutual funds. Participants cannot allocate more than 25% of their contributions into the Company’s ordinary shares. Investment management fees are charged against 401(k) trust earnings before such earnings are allocated to participant accounts.
Notes receivable from participants — Loans for any reason are allowed under the Plan. The interest rate charged is prime rate plus 1% at the time funds are borrowed. The maximum maturity of the loans is five years (15 years for loans to purchase a primary residence). The minimum loan amount is $1,000, and the maximum is the lesser of 50% of the vested account balance, not including employer contributions, or $50,000. Due to transfers of notes receivable from participants related to plan transfers, certain loans outstanding as of December 31, 2022 and 2021 may bear interest at rates higher than the prime rate plus 1%, however, there are no loans outstanding with an original maturity greater than 15 years.
Vesting — Participants are vested immediately in all elective deferral, after-tax, rollover, and discretionary contributions, plus actual earnings thereon. All matching contributions are 100% vested upon completion of one year of service.
Administrative Expenses — Administrative expenses of the Plan are paid in part by the Plan sponsor and the participants as provided in the Plan document.
The Plan has a revenue-sharing agreement whereby certain investment managers return a portion of the investment fees to the recordkeeper to offset the Plan's administrative expenses. Future Plan expenses can be paid from any excess remaining
4
Notes to financial statements
As of and for the year ended December 31, 2022
revenue sharing amounts. During 2022, there were no Plan administrative expenses paid from this unallocated account. The Plan held undistributed administrative revenues of $9,382 and $3,183 at December 31, 2022 and 2021, respectively.
Payment of Benefits — Upon severance from service for any reason, a participant may elect to receive a lump-sum amount equal to the value of the participant's vested account balance. Some participants can also elect annual installments over a term-certain period.
Hardship Withdrawals — Hardship withdrawals are available for immediate and heavy financial need up to the amount of pre-tax contributions and earnings thereon. Hardship withdrawals can occur any time with a maximum of two per calendar year.
Forfeitures — The plan document permits the use of forfeitures to either reduce future employer contributions or plan administrative expenses for the plan year. As of December 31, 2022 and 2021, forfeited nonvested accounts totaled $10,881 and $7,065, respectively. During the year ended December 31, 2022, employer contributions were reduced by $120,000, and Plan administrative expenses were not reduced, as a result of the forfeited nonvested accounts.
2.SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements of the Plan have been prepared on the accrual basis of accounting and in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment valuation and income recognition
The Plan provides various investment options to its participants, including corporate stock, mutual funds and stable value funds. Participants may also direct their investments through a trustee sponsored brokerage account, which offers the option to invest in a variety of individual stocks and mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the value of the participants' account balances and the amounts reported in the financial statements.
The Plan's investments are stated at fair value. Accounting guidance related to fair value measurements, which establishes a single authoritative definition of fair value, sets a framework for measuring fair value, and requires additional disclosures about fair value measurements (see note 3). Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation and depreciation in the fair value of investments includes gains and losses in investments sold during the year as well as appreciation and depreciation of the investments held at year end.
Notes receivable from participants
Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
Payment of benefits
Benefit payments to participants are recorded upon distribution. There were no participants who have elected to withdraw from the Plan but had not yet been paid at December 31, 2022 or 2021.
3.FAIR VALUE MEASUREMENTS
The Plan's estimates of fair value for financial assets are based on the framework established in the fair value accounting guidance. Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan's principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on
5
Notes to financial statements
As of and for the year ended December 31, 2022
unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Plan's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
Certain investments are measured at fair value on a recurring basis in the statement of net assets available for benefits. The following methods and assumptions were used to estimate the fair values:
Mutual funds, ordinary shares and other investments — These investments are classified as Level 1 and consist of various publicly-traded money market funds, mutual funds, ordinary shares and other investments. Ordinary shares are valued at the closing price reporting on the active market on which the securities are traded on the last business day of the Plan year. Shares of registered investment companies, consisting of mutual funds, are valued at quoted market prices and are actively traded.
Self-directed brokerage account — These investments are classified as Level 1 and include a variety of ordinary shares and mutual funds, as well as uninvested cash, which is recorded at carrying value as maturities are less than three months.
Common/collective trusts — These investments consist of various other collective investment trust funds. The underlying investments in these collective investment trust funds primarily include intermediate and long-term debt securities, corporate debt securities, equity securities and fixed income securities. The overall fair value of the common/collective trusts are valued at net asset value ("NAV"), which is based on the fair value of the underlying securities owned by the fund and divided by the number of shares outstanding. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. There are no unfunded commitments within these trusts, and participant-directed withdrawals may be made at any time without penalty, regardless of their frequency or amount.
Stable value fund — A collective trust fund that is composed primarily of fully benefit-responsive investment contracts that is valued at the NAV of units of the bank collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to confirm that securities liquidations will be carried out in an orderly business manner.
In accordance with GAAP, investments measured at NAV as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the following tables are intended to permit reconciliation to the amount presented in the statement of net assets available for benefits.
6
Notes to financial statements
As of and for the year ended December 31, 2022
The fair values of the Plan's investments measured at fair value on a recurring basis and their respective level within the fair value hierarchy was as follows:
December 31, 2022
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Total
nVent Electric plc ordinary shares
$
16,709,237
$
—
$
—
$
16,709,237
Interest-bearing cash
4,954,883
—
—
4,954,883
Mutual funds
53,046,979
—
—
53,046,979
Self-directed brokerage accounts
3,483,896
—
—
3,483,896
Net investments in the fair value hierarchy
$
78,194,995
$
—
$
—
$
78,194,995
Investments valued at NAV- common/collective trusts
347,616,416
Investments valued at NAV- stable value fund
42,103,480
Total investments at fair value
$
78,194,995
$
—
$
—
$
467,914,891
December 31, 2021
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Total
nVent Electric plc ordinary shares
$
17,507,908
$
—
$
—
$
17,507,908
Interest-bearing cash
4,629,652
—
—
4,629,652
Mutual funds
82,258,617
—
—
82,258,617
Self-directed brokerage accounts
3,950,989
—
—
3,950,989
Net investments in the fair value hierarchy
$
108,347,166
$
—
$
—
$
108,347,166
Investments valued at NAV- common/collective trusts
432,020,725
Investments valued at NAV- stable value fund
41,064,928
Total investments at fair value
$
108,347,166
$
—
$
—
$
581,432,819
Transfers Between Levels — The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the year ended December 31, 2022 and 2021, there were no transfers between levels.
4.FEDERAL INCOME TAX STATUS
The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated May 24, 2019, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. Although the Plan has been amended since receiving the determination letter, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
7
Notes to financial statements
As of and for the year ended December 31, 2022
5.EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are stable value funds and shares of mutual funds managed by Fidelity. Fidelity is the trustee and recordkeeper as defined by the Plan. These transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. Administrative revenues arise when investment managers return a portion of the investment fees to Fidelity to offset the administrative expenses. Any excess resulting from this revenue sharing remains in an unallocated account from which future Plan expenses can be paid. During 2022, there were no Plan expenses paid from this unallocated account. The Plan held undistributed administrative revenues of $9,382 and $3,183 at December 31, 2022 and 2021, respectively.
At December 31, 2022 and 2021, the Plan held 434,294 and 460,685 ordinary shares of nVent, the parent of the sponsoring employer, with a cost basis of $6,075,056 and $6,072,999, respectively. During the year ended December 31, 2022, the Plan recorded dividend income of $255,794 with respect to the ordinary shares of nVent.
6.PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
7.RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
As of December 31, 2022 and 2021, the reconciliation of net assets available for benefits per the financial statements to the Form 5500 was as follows:
2022
2021
Net assets available for benefits per the financial statements
$
474,508,880
$
588,059,112
Less: Cumulative deemed distributions of participant loans
(308,709)
(281,989)
Net assets available for benefits per Form 5500
$
474,200,171
$
587,777,123
For the year ended December 31, 2022, reconciliation of the change in net assets available for benefits per the financial statements to the Form 5500 was as follows:
2022
Change in net assets available for benefits per the financial statements
$
(114,970,872)
Change in cumulative deemed distributions of participant loans
(26,720)
Change in net assets available for benefits per Form 5500
$
(114,997,592)
* * * * * *
8
SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE
REQUIREMENTS OF FORM 5500
9
NVENT MANAGEMENT COMPANY RETIREMENT SAVINGS AND INCENTIVE PLAN
(EIN: 82-3123161)
(Plan #001)
FORM 5500, SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2022
Current
Description
Cost
Value
COMMON/COLLECTIVE TRUSTS:
Vanguard Target Retirement Income Fund
*
$
3,555,897
Vanguard Target Retirement 2020 Fund
*
14,878,501
Vanguard Target Retirement 2025 Fund
*
34,358,849
Vanguard Target Retirement 2030 Fund
*
41,706,578
Vanguard Target Retirement 2035 Fund
*
23,025,514
Vanguard Target Retirement 2040 Fund
*
24,987,422
Vanguard Target Retirement 2045 Fund
*
18,322,548
Vanguard Target Retirement 2050 Fund
*
22,488,030
Vanguard Target Retirement 2055 Fund
*
12,043,259
Vanguard Target Retirement 2060 Fund
*
4,608,094
Vanguard Target Retirement 2065 Fund
*
530,485
Fidelity Growth Company Comingled Pool(1)
*
86,378,412
Legal & General US Total Stock Market Index
*
38,001,843
Legal & General International Developed Index
*
1,795,735
BlackRock Total Return Bond Fund
*
7,789,487
Loomis Sayles Growth Fund Class C
*
13,145,762
Total common collective trusts
$
347,616,416
REGISTERED INVESTMENT COMPANIES:
Oakmark Fund Investor Class
*
$
25,239,664
Dodge & Cox International Stock Fund
*
9,001,172
Fidelity US Bond Index PR(1)
*
4,437,977
Victory Integrity Small Cap Value Fund R6
*
8,367,924
Vanguard International Growth Fund ADM
*
6,000,242
Total registered investment companies
$
53,046,979
INTEREST-BEARING CASH
Vanguard Federal Money Market
*
4,954,883
Total interest-bearing cash
$
4,954,883
ORDINARY SHARES
nVent Electric plc ordinary shares(1)
*
16,709,237
Total ordinary shares
$
16,709,237
SELF-DIRECTED BROKERAGE ACCOUNTS
Fidelity Brokerage Link(1)
*
3,483,896
STABLE VALUE FUND:
Fidelity Managed Income Portfolio II, CL 1 (1)
*
42,103,480
PARTICIPANT PROMISSORY NOTES LOANS — Loan Fund (1) (2)
*
5,383,374
TOTAL
$
473,298,265
(1)Party-in-interest.
(2)Interest rates range from 3.25% to 9.25%. Maturity dates range from 2023 to 2036.
* Cost information is not required for participant-directed investments and, therefore, is not included.
Consent of Independent Registered Public Accounting Firm
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, nVent Management Company, who administers the nVent Management Company Retirement Savings and Investment Plan has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized, on June 27, 2023.
nVent Management Company Retirement Savings and Investment Plan
