Vertiv Holdings (VRT) 10-K risk factor changes: FY2020 vs FY2019

[removed: _An] [added: *An] investment in our securities involves risks and uncertainties.

You should carefully consider the following risks as well as the other information included in this [removed: Annual Report on Form 10-K,] [added: annual report,] including “Cautionary Statement About Regarding Forward-Looking Statements,” [removed: “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K, before investing in our securities.][added: “Item 7.]

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Vertiv Holdings Co and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Vertiv prior to the consummation of the Business [removed: Combination._][added: Combination.*]

Risks Related to Our [removed: Business][added: Business Operations]

[removed: _Economic] [added: Economic] weakness and uncertainty could adversely impact our business, results of operations and financial [removed: condition._][added: condition.]

[removed: | | · | |] [added: -] capital spending constraints for customers and, as a result, reduced demand for our offerings; [removed: |]

[removed: | | · | |] [added: -] increased price competition for our offerings; [removed: |]

[removed: | | · | |] [added: -] excess and obsolete inventories; [removed: |]

[removed: | | · | |] [added: -] supply constraints if the number of suppliers decreases due to financial hardship; [removed: |]

[removed: | | · | |] [added: -] restricted access to capital markets and financing, resulting in delayed or missed payments to us and additional bad debt expense; [removed: |]

[removed: | | · | |] [added: -] excess facilities and manufacturing capacity; [removed: |]

[removed: | | · | |] [added: -] higher overhead costs as a percentage of revenue and higher interest expense; [removed: |]

[removed: | | · | |] [added: -] loss of orders, including as a result of corruption, the risk of which is increased by a weak economic climate; [removed: |]

[removed: | | · | |] [added: -] significant declines in the value of foreign currencies relative to the U.S. dollar, impacting our revenues and results of operations; [removed: |]

[removed: | | · | |] [added: -] financial difficulty for our customers; and [removed: |]

[removed: | | · | |] [added: -] increased difficulty in forecasting business activity for us, customers, the sales channel and vendors. [removed: |]

[removed: _We] [added: We] rely on the continued growth of our customers’ networks, in particular data center and communication networks, and any decreases in demand in these networks could lead to a decrease in our [removed: offerings._][added: offerings.]

[removed: _If] [added: If] we fail to anticipate technology shifts, market needs and opportunities, and fail to develop appropriate products, product enhancements and services in a timely manner to meet those changes, we may not be able to compete effectively against our global competitors and, as a result, our ability to generate revenues will [removed: suffer._][added: suffer.]

[removed: _The] [added: The] long sales cycles for certain of our products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from quarter-to-quarter, which could make our future operational results less [removed: predictable._][added: predictable.]

[removed: _Any] [added: Any] disruption or any consolidation of our customers’ markets could result in declines in the sales volume and prices of our [removed: products._][added: products.]

[removed: See also “—_Future] [added: Future] legislation and regulation, both in the United States and abroad, governing the Internet services, other related communications services and information technologies could disrupt our customers’ markets resulting in declines in sales volume and prices of our products and otherwise have an adverse effect on our business [removed: operations._”][added: operations.]

[removed: _Large] [added: Large] companies, such as communication network and [removed: hyperscale/cloud] [added: cloud/hyperscale] and colocation data center providers, often require more favorable terms and conditions in our contracts with such companies that could result in downward pricing pressures on our [removed: business._][added: business.]

Large companies, such as communication network and [removed: hyperscale/cloud] [added: cloud/hyperscale] and colocation data center providers, comprise a portion of our customer base and generally have greater purchasing power than smaller entities.

[removed: See “—_Any disruption] [added: \[See “— Any Disruption] or [removed: any consolidation] [added: Any Consolidation] of [removed: our customers’ markets could result] [added: Our Customers’ Markets Could Result] in [removed: declines] [added: Declines] in the [removed: sales volume] [added: Sales Volume] and [removed: prices] [added: Prices] of [removed: our products._”] [added: Our Products.”\]] In addition, these customers may impose substantial penalties for any product or service failures caused by us.

[removed: _We] [added: We] derive a portion of our revenue from contracts with governmental customers.

In addition, as a result of our contracts with governmental customers, we are at risk of being subject to audits, investigations, sanctions and penalties by such governments, which could result in various civil and criminal penalties, administrative sanctions, and fines and [removed: suspensions._][added: suspensions.]

The laws relating to government contracts differ from other commercial contracting laws and our government contracts may contain pricing and other terms and conditions that are less favorable to the Company than those in commercial [removed: contracts.][added: contracts*.*]

[removed: _We] [added: We] have, and we intend to continue pursuing, long-term, fixed-price contracts (including long-term, turnkey projects).

Our failure to mitigate certain risks associated with our long-term, fixed-price contracts (including long-term, turnkey projects) may result in excess costs and [removed: penalties._][added: penalties.]

[removed: | | · | |] [added: -] unanticipated technical problems with equipment, requiring us to incur added expenses to remedy such problems; [removed: |]

[removed: | | · | |] [added: -] changes in costs or shortages of components, materials, labor or construction equipment; [removed: |]

[removed: | | · | |] [added: -] difficulties in obtaining required governmental permits or approvals; [removed: |]

[removed: | | · | |] [added: -] project modifications and changes to the scope of work resulting in unanticipated costs; [removed: |]

[removed: | | · | |] [added: -] delays caused by local weather or other conditions beyond our control; [removed: |]

[removed: | | · | |] [added: -] changes in regulations, permits or government policy; [removed: |]

[removed: | | · | |] [added: -] the failure of suppliers, subcontractors or consortium partners to perform; and [removed: |]

[removed: | | · | |] [added: -] penalties, if we cannot complete all or portions of the project within contracted time [removed: limits and performance levels. |]

[removed: _System] [added: System] security risks could disrupt our operations, and any such disruption could reduce our revenue, increase our expenses, damage our reputation and adversely impact our [removed: performance._][added: performance.]

If an actual or perceived breach of network security occurs, regardless of whether the breach is attributable to our products or services, the market perception of the effectiveness of our products or services could be [removed: harmed.][added: harmed*.*]

[removed: _Implementations] [added: Implementations] of new information systems and enhancements to our current systems may be costly and disruptive to our [removed: operations._][added: operations.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in this annual report, before investing in our securities.

Risks Related to Our Customers and Our Industry

\[See also “— Future legislation and regulation, both in the United States and abroad, governing the Internet services, other related

- limits and performance levels.

- Large-scale, global competitors with broad, sometimes larger, product portfolios and service offerings.

These competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our products and services that compete against their products and services.

Competitors within this category include Schneider Electric, S.E. and Eaton Corporation Plc, each of which have a large, global presence and compete directly in the markets in which we operate.

Industry consolidation may also impact the competitive landscape by creating larger, more homogeneous and potentially stronger competitors in the markets in which we operate.

- Offering-specific competitors with products and services that compete globally but with a limited set of product offerings.

ability to timely deliver the quantities and quality required at reasonable prices.

- Volatility in the supply or price of raw materials.

Our products rely on a variety of raw materials and components, including steel, copper and aluminum and electronic components.

We may experience a shortage of, or a delay in receiving, such materials or components as a result of strong demand, supplier capacity constraints or other operational disruptions, restrictions on use of materials or components subject to our governance and compliance requirements, disputes with suppliers or problems in transitioning to new suppliers.

Moreover, prices for some of these materials and components have historically been volatile and unpredictable, and such volatility is expected to continue.

Ongoing supply issues may require us to reengineer some offerings, which could result in further costs and delays.

If we are unable to secure necessary supplies at reasonable prices or acceptable quality, we may be unable to manufacture products, fulfill service orders or otherwise operate our business.

We may also be unable to offset unexpected increases in material and component costs with our own price increases without suffering reduced volumes, revenues or operating income.

- Contractual terms.

In addition, to secure the supply of certain materials and components on favorable terms, we may make strategic purchases of materials and components in advance or enter into non-cancelable commitments.

If we fail to anticipate demand properly, we may have an oversupply which could result in excess or obsolete materials or components.

- Contingent workers.

In some locations, we rely on third-party suppliers for the provision of contingent workers, and our failure to manage such workers effectively could adversely impact our results of operations.

We may in the future be exposed to various legal claims relating to the status of contingent workers.

In addition, our customers may impose obligations on us with regard to our workforce and working conditions.

- Single-source suppliers.

We obtain certain materials or components from single-source suppliers due to technology, availability, price, quality or other considerations.

If we fail to achieve the expected benefits of any rationalization, restructuring, or realignment initiatives and improvement efforts, or if other unforeseen

Further, changes in tax laws and rates or other regulatory actions may significantly impact the positions taken with regard to tax contingencies and we may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties.

Our operations depend on production facilities throughout the world, which subjects us to varying degrees of risk of disrupted production.

We operate manufacturing facilities worldwide.

Our manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, war, political unrest, terrorist activity, economic upheaval, changes in governmental regulations, government mandated shut downs or shelter in place orders, or public health concerns (such as the spread of COVID-19).

Some of these conditions are more likely in certain geographic regions in which we operate.

Any such disruption could cause delays in shipments of products and the loss of sales and customers, and insurance proceeds may not adequately compensate for losses.

Legal and Regulatory Risks

Any failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal data, may adversely impact our business and financial results.

To conduct our operations, we regularly move data across borders, and consequently we are subject to a number of continuously evolving and developing privacy and data protection laws and regulations around the world.

These include, for example, the General Data Protection Regulation (GDPR) in Europe and the California Privacy Rights and Enforcement Act of 2020 (CPRA) in the United States.

Other countries, such as China, have enacted or are enacting data localization and security laws that require certain data to stay within their borders.

These evolving legal and operational requirements impose significant costs of compliance that are likely to increase over time.

The scope of the laws and regulations that may be applicable to us is often uncertain and may be conflicting, particularly with respect to foreign laws.

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| | · | | _Volatility in the supply or price of raw materials._ Our products rely on a variety of raw materials and components, including steel, copper and aluminum and electronic components. We may experience a shortage of, or a delay in receiving, such materials or components as a result of strong demand, supplier capacity constraints or other operational disruptions, restrictions on use of materials or components subject to our governance and compliance requirements, disputes with suppliers or problems in transitioning to new suppliers. Moreover, prices for some of these materials and components have historically been volatile and unpredictable, and such volatility is expected to continue. Ongoing supply issues may require us to reengineer some offerings, which could result in further costs and delays. If we are unable to secure necessary supplies at reasonable prices or acceptable quality, we may be unable to manufacture products, fulfill service orders or otherwise operate our business. We may also be unable to offset unexpected increases in material and component costs with our own price increases without suffering reduced volumes, revenues or operating income. |

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| | · | | Large-scale, global competitors with broad, sometimes larger, product portfolios and service offerings. These competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our products and services that compete against their products and services. Competitors within this category include Schneider Electric, S.E. and Eaton Corporation Plc, each of which have a large, global presence and compete directly in the markets in which we operate. Industry consolidation may also impact the competitive landscape by creating larger, more homogeneous and potentially stronger competitors in the markets in which we operate. |

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Our global operations and entity structure result in a complex tax structure where we are subject to income and other taxes in the United States and numerous foreign jurisdictions.

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| | 21 | |

| | 22 | |

We are also subject to applicable import laws, export controls and economic sanctions laws and regulations.

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_Our business and operations may be adversely affected by the recent coronavirus outbreak or other similar outbreaks__._

We derive a significant portion of our revenue from China.

We have manufacturing facilities in China, and several of our customers, subcontractors and suppliers also are located in China.

As a result of the recent coronavirus outbreak or other adverse public health developments, initially in Asia and increasingly in other locations, our global operations, and those of our subcontractors, customers and suppliers, have and may continue to experience delays or disruptions, such as difficulty obtaining components, logistics and supply-chain problems, and temporary suspensions of operations.

In addition, the timeline and potential magnitude of the coronavirus outbreak is currently unknown.

The continuation or amplification of this disease could more broadly affect the global economy, including our business.

For example, a significant outbreak of coronavirus or other contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect our operating results.

Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

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Similarly, pro forma financial results that we have or will provide in connection with the Business Combination may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from such pro forma financial results.

Following the refinancing transactions, as of March 2, 2020, we had approximately $2.3 billion of senior secured debt outstanding and $334.0 million of undrawn commitments (which undrawn commitments are available subject to customary borrowing base and other conditions) under the Senior Secured Credit Facilities, which, if drawn, would be secured.

Business—Recent Developments._”

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On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

It is unclear if LIBOR will cease to exist at that time, if a new method of calculating LIBOR will be established, or if an alternative reference rate will be established.

The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“_SOFR_”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts.

We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement.

The amount of the Term Loan Facility and the Asset-Based Revolving Credit Facility may be increased if we meet certain conditions.

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[removed: _Unless the context otherwise requires, all references in this section to the “we,” “us,” “our,” the “Company” or “GSAH” refer to GSAH prior to the consummation of] [added: You should read] the [removed: Business Combination._ _The] following discussion and analysis of [removed: the Company’s] [added: our] financial condition and results of operations [removed: should be read] in conjunction with the [removed: audited financial] [added: consolidated* *financial] statements and the notes [removed: related] thereto [removed: which are] included [added: elsewhere] in [removed: “Item 8.][added: this Annual Report on Form 10-K.*]

[removed: Liquidity] [added: Capital Resources] and [removed: Capital Resources][added: Liquidity]

[added: -] On [added: February 7, 2020,] the [removed: Closing Date, Vertiv Holdings Co] [added: Company] (formerly known as [removed: GS Acquisition Holdings Corp),] [added: GSAH),] consummated [removed: the Business Combination] [added: its previously announced business combination] pursuant to that certain [removed: Merger Agreement,] [added: Agreement and Plan of Merger, dated as of December 10, 2019 (the “Merger Agreement”),] by and among [removed: GSAH, Vertiv Holdings,] the [removed: Vertiv Stockholder, the First] [added: Company, Vertiv, a Delaware limited liability company, VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), Crew] Merger Sub [added: I LLC, a Delaware limited liability company] and [removed: the Second] [added: a direct, wholly-owned subsidiary of GSAH (“First] Merger [removed: Sub.][added: Sub”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“Second Merger Sub”).]

As contemplated by the Merger Agreement, (1) First Merger Sub merged with and into [removed: Vertiv Holdings,] [added: Vertiv,] with Vertiv [removed: Holdings] continuing as the surviving entity [added: (the “First Merger”)] and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv [removed: Holdings] merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, [removed: LLC.” As a result of the consummation of the Business Combination, (a) the Company directly owns all of the equity interests of Vertiv Holdings, LLC and indirectly owns] [added: LLC” (collectively with] the [removed: equity interests of its subsidiaries] [added: First Merger] and [removed: (b)] the [removed: Vertiv Stockholder,] [added: other transactions contemplated by] the [removed: sole equity owner of Vertiv Holdings prior to] [added: Merger Agreement,] the [removed: Business Combination, holds 118,261,955 shares of our Class A common stock as of March 9, 2020.][added: “Business Combination”).]

Critical Accounting [removed: Policies][added: Policies and Estimates]

The preparation of [added: these] financial statements [removed: and related disclosures in conformity with accounting principles generally accepted in the United States] requires management to make estimates and assumptions that affect the reported amounts of assets and [removed: liabilities,] [added: liabilities and the] disclosure of contingent assets and liabilities at the date of the [removed: condensed] financial [removed: statements,] [added: statements] and [removed: income] [added: the reported amounts of revenues] and expenses during the [removed: periods reported.][added: reporting period.]

Actual results [removed: could materially] [added: may] differ from [removed: those] [added: these] estimates.

*Unless the context otherwise indicates or requires, references to (1) “the Company,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries following the Business Combination; (2) “GSAH” refers to GS Acquisition Holdings Corp prior to the Business Combination; and (3) “Vertiv” refers to Vertiv Holdings, LLC and its subsidiaries prior to the Business Combination.

In addition, dollar amounts are stated in millions, except for per share amounts.

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data.

We provide this technology to data centers, communication networks and commercial & industrial environments worldwide.

We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

Key Developments

Below is a summary of selected key developments affecting our business since December 31, 2019:

The Business Combination was approved by GSAH shareholders on February 6, 2020, and on February 10, 2020, the Company announced the completion of the Business Combination.

The Company began trading on the New York Stock Exchange beginning on Monday, February 10, 2020.

- On March 2, 2020, Vertiv Group and Holdings closed a new seven-year $2,200.0 term loan (the “Term Loan Facility”), the proceeds of which were used, together with the proceeds of certain borrowings under the ABL Revolving Credit Facility referred to below, to repay in full Vertiv Group’s Prior Term Loan Facility (as defined herein), to redeem in full the Prior Notes (as defined herein), and to pay certain fees and expenses (collectively, the “Refinancing Transactions”).

In connection with the repayment of indebtedness from the Business Combination and the subsequent Refinancing Transactions, we recognized a $99.0 write-off of deferred financing fees and a $75.0 early redemption premium on Prior Notes.

At December 31, 2020, the Term Loan Facility bears annual interest at LIBOR plus an applicable margin of 3.00% (3.15% all-in), which applicable margin is 1.0% lower than under the previous term loan.

In addition, Holdings, Vertiv Group and certain of its subsidiaries closed an amendment on their $455.0 asset-based lending (ABL) revolving credit facility (the “ABL Revolving Credit Facility”, and together with the Term Loan Facility, collectively, the "Senior Secured Credit Facilities") which, among other changes, extended the maturity to March 2, 2025 and lowered the applicable margin on loans thereunder by 0.25%.

Concurrently with the closing of the Term Loan Facility, Vertiv Group executed interest rate swaps on a notional amount of $1,200.0 in 2020, and $1,000.0 in the remaining tenor of the term loan.

Combined with the economics of the term loan, this results in an all-in rate of approximately 4.1%.

The swap transactions exchange floating term loan interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility.

- On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID-19, as a global pandemic.

Governments and businesses around the world have taken actions to mitigate the spread of COVID-19, including but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work.

To date, COVID-19 has surfaced in nearly all regions around the world and has impacted our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations.

We responded to this changing

environment by introducing a work from home policy, safety and hygiene protocols, and monitoring changing government rules and regulations in the countries where we operate.

The outbreak and preventive measures taken to help curb the spread had an adverse impact on our operations and business results for the year ended December 31, 2020.

We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations; however, there are numerous uncertainties, including with respect to: the duration and severity of the pandemic, actions that may be taken by governmental authorities, including preventing or curtailing the operations of our plants, the potential impact on global economic activity, global supply chain operations, our employees, and our customers, supplier and end-markets, and other consequences that could negatively impact our business.

We also face the possibility that government policies may become more restrictive especially if COVID-19 transmission rates increase in certain areas.

As a result of these numerous uncertainties, we are unable to specifically predict the extent and length of time the COVID-19 pandemic will negatively impact our business.

COVID-19 had an adverse impact on our operations and business results for the year ended December 31, 2020 which are discussed in the Results of Operations section below and we expect that COVID-19 could continue to have a materially adverse impact on our business, results of operations, financial condition, cash flows and liquidity for at least the duration of 2021.

- During Q3 2020, the Company announced a restructuring program that will drive $85.0 in annualized run-rate cost savings by 2023.

This restructuring program will primarily focus on headcount efficiencies, footprint optimization and other various activities that will support execution of our strategic initiative to hold fixed costs constant as we grow.

Restructuring activities commenced in the third quarter of 2020 and will extend through 2023.

- On December 17, 2020, the Company announced its plans to redeem for cash all of its outstanding public warrants to purchase shares of our Class A common shares.

During Q4 2020, $156.5 of cash was generated from the exercise of 13.6 million public warrants.

Subsequent to December 31, 2020, 9.3 million public warrants were exercised which generated cash proceeds of $107.5.

Public warrants that remained unexercised at 5 p.m.

New York City time on January 19, 2021 were no longer exercisable, and the registered holders of such unexercised public warrants are entitled to receive the redemption price of $0.01 per warrant.

All public warrants were exercised or redeemed as of January 22, 2021.

Year ended December 31, 2020 compared to year ended December 31, 2019

The following discussion compares our results for the year ended December 31, 2020, to the year ended December 31, 2019.

The discussion comparing our results for the year ended December 31, 2019 to the year ended December 31, 2018 is included within “Management’s Discussion and Analysis of Financial Condition and Results of Operation” included as Exhibit 99.2 in the Company’s Current Report on Form 8-K/A, filed with the SEC on March 12, 2020.

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Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K._

As of December 31, 2019, we were a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We reviewed a number of opportunities to enter into a business combination with an operating business, and entered into the Merger Agreement on December 10, 2019.

We financed the Business Combination through the issuance of shares of our Class A common stock to the Vertiv Stockholder, the PIPE Investors and the Subscribing Vertiv Executives and cash.

At December 31, 2019, we had cash and cash equivalents of $955,457, current liabilities of $6,602,104 and deferred underwriting compensation of $24,150,000.

For the years ended December 31, 2019, 2018 and 2017, we had net income/(loss) of $4,389,796, $5,030,748 and $(1,276), respectively.

Our income for 2019 consist solely of dividends earned.

Our business activities from Inception to December 31, 2019 consisted primarily of our formation, completing our IPO and identifying and evaluating prospective acquisition targets for an initial business combination.

Until the closing of the IPO, our only source of liquidity was from the sale of the founder shares to an affiliate of our Sponsor and the proceeds of a promissory note (the “_Note_”) from an affiliate of the Sponsor, in the amount of $300,000, as well as the proceeds of a 2016 promissory note from an affiliate of the Sponsor (the “_2016 Note_”), in the amount of $300,000.

The Note and the 2016 Note were repaid upon the closing of the IPO and in December 2016, respectively.

On June 12, 2018, we closed the IPO of 69,000,000 units, including 9,000,000 units issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to us of $690,000,000 before underwriting discounts and expenses.

Simultaneously with the closing of the IPO, we closed the private placement of an aggregate of 10,533,333 private placement warrants, each exercisable to purchase one share of our Class A common stock, par value $0.0001 per share, at an exercise price of $11.50 per share, to the Sponsor, at a price of $1.50 per private placement warrant, generating proceeds of $15,800,000.

On the closing of the IPO, we placed $690,000,000 of proceeds (including $24,150,000 of deferred underwriting discount) from the IPO and the sale of the private placement warrants into a trust account (the “_Trust Account_”) and held $2,000,000 (net of offering expenses, other than underwriting discounts, paid upon the consummation of the IPO) of such proceeds outside the Trust Account.

Of the funds held outside the Trust Account, $300,000 was used to repay the Note to the Sponsor, with the balance used or reserved for: offering and formation costs; legal, accounting, due diligence, travel and other expenses in connection with any business combinations; legal and accounting fees related to regulatory reporting requirements; NYSE continued listing fees; office space, administrative and support services; a reserve for liquidation expenses; and working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income).

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At December 31, 2019 we had cash and cash equivalents held outside the Trust Account of $955,457 and working capital deficit of $4,845,200, not including balances of Trust Account, deferred underwriting compensation and franchise tax liabilities.

At December 31, 2019, such funds held outside the trust account were held in money market funds registered under the Investment Company Act and compliant with Rule 2a-7.

As of December 31, 2019, we held $706,486,486 in Goldman Sachs Financial Square Treasury Investments Fund, a money market fund managed by an affiliate of the Sponsor.

On March 11, 2019, GS Sponsor Member, an affiliate of the Sponsor, provided us with the Sponsor Commitment (as defined below) pursuant to which GS Sponsor Member agreed that, if funds were needed by us through June 12, 2020 to pay ordinary course expenses, GS Sponsor LLC would provide us with liquidity of up to an aggregate of $2.0 million.

As of December 31, 2019, we have received all of the $2.0 million from GS Sponsor LLC pursuant to this commitment.

GS Sponsor Member did not receive any additional interest in us in exchange for any such contribution and any liquidity provided under the Sponsor Commitment was in the form of a contribution with respect to the Sponsor’s Founder Shares.

In addition, income on the funds held in the Trust Account were released to us to pay our franchise and income taxes.

In connection with the Business Combination, the registrant changed its name from GS Acquisition Holdings Corp to “Vertiv Holdings Co”.

See “_Item 1.

Business—Business Combination._”

Concurrently with the execution of the Merger Agreement, GSAH entered into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors collectively subscribed for 123,900,000 PIPE Shares for an aggregate purchase price equal to $1,239,000,000.

The PIPE Investment was consummated in connection with the consummation of the Business Combination.

To further its objective to explore future financing options to optimize its capital structure, on January 31, 2020, Vertiv commenced a process to (i) amend and extend the Prior Asset-Based Revolving Credit Facility and (ii) refinance (a) the indebtedness represented by the Prior Term Loan Facility, (b) the 2022 Senior Notes, (c) the 2024 Senior Notes and (d) the 2024 Senior Secured Notes.

In connection with the refinancing process, on January 31, 2020, Vertiv called each of the Prior Notes for conditional redemption on March 2, 2020, in accordance with the respective indentures governing the Prior Notes.

In addition, a total of $500,000 principal amount of 2024 Senior Notes were tendered in the change of control offer made in connection with the Business Combination and were repurchased on February 7, 2020.

On the Closing Date and prior to the completion of the refinancing, Vertiv used a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay $176 million of the outstanding indebtedness under the Prior Asset-Based Revolving Credit Facility and approximately $1.29 billion of the outstanding indebtedness under the Prior Term Loan Facility.

| | 41 | |

On March 2, 2020, Vertiv Holdings Co completed the refinancing by entering into (i) the Amendment to the Prior-Asset Based Revolving Credit Facility, which Amendment extended the maturity of, and made certain other modifications to, the Prior Asset-Based Revolving Credit Facility and (ii) the Term Loan Facility, with the borrowings thereunder used to repay or redeem, as applicable, in full the Prior Term Loan Facility and the Prior Notes.

The refinancing transactions reduce Vertiv Holdings Co’s debt service requirements going forward and extend the maturity profile of its indebtedness.

For more information regarding the refinancing transactions, see “_Item 1.

Information relating to market risks is presented in Note 11 “Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.

Our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements are filed as part of this Annual Report under “Item 15.

Exhibits, Financial Statement Schedules” and are set forth beginning on page F-1 immediately following the signature pages of this Annual Report.

Item 8.

Financial statements and supplementary data

The Report of Independent Registered Public Accounting Firm, our consolidated financial statements, and the accompanying Notes to Consolidated Financial Statements that are filed as part of this Annual Report are listed under “Item 15.

Exhibits, Financial Statement Schedules” and are set forth beginning on page F-1 immediately following the signature pages of this Annual Report.

| --- | --- |

As of December 31, 2019, we were not subject to any material market or interest rate risk.

The net proceeds of the IPO and the sale of the private placement warrants held in the Trust Account, were invested in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act.

Due to the short-term nature of these investments, we believed there was no associated material exposure to interest rate risk.

As of December 31, 2019, we had not engaged in any hedging activities since our inception.

We have a suite of comprehensive offerings, innovative solutions and a leading service organization that supports a diversified group of customers, which we deliver from engineering, manufacturing, sales and service locations in more than 45 countries across the Americas, Asia Pacific and Europe, the Middle East and Africa [removed: (“_EMEA_”).][added: (“EMEA”).]

These comprehensive offerings are integral to the technologies used for a number of services, including e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things [removed: (“_IoT_”)] [added: (“IoT”)] and online gaming.

For the year ended December 31, [removed: 2019,] [added: 2020,] Vertiv’s revenue was [removed: $4,431.2 million,] [added: $4,370.6,] of which [removed: 50%] [added: 47%] was transacted in the Americas; [removed: 29%] [added: 31%] was transacted in Asia Pacific; and [removed: 21%] [added: 22%] was transacted in EMEA as compared with our revenue for the year ended December 31, [removed: 2018] [added: 2019] of [removed: $4,285.6 million.][added: $4,431.2, of which 50% was transacted in the Americas, 29% was transacted in Asia Pacific, and 21% in EMEA.]

[removed: Data Centers:] [added: *Data Centers*:] The primary purpose of a data center is to process, store and distribute data.

[removed: | | · | Cloud/Hyperscale:] [added: - Cloud/Hyperscale:] These facilities are massive in scale and are primarily used to support off-premise cloud applications. [removed: This portion of the industry is growing rapidly. Examples of companies in this space include Microsoft Azure, Amazon Web Services, and Google Cloud. |]

[removed: | | · | Colocation:] [added: - Colocation:] These facilities range in size and offer users a location where they can place their information technology [removed: (“_I.T._”)] [added: (“I.T.”)] equipment, while the building and critical digital infrastructure is owned by the colocation [removed: company. This portion of the industry is growing rapidly. Examples of companies in this space include Digital Realty and Equinix. |]

[removed: | | · | Enterprise: This classification refers to the “Fortune 1000” type businesses that have their own on-premises data centers. Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and Cleveland Clinic.] We have found that the growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years. [removed: |]

[removed: | | · | Edge: These types of data centers are at the infancy stage of their development and will be utilized by all of the aforementioned categories in the future. These locations are decentralized by nature and located closer to where the data is being demanded (i.e., towards the edge of the network).] This market is small today, but the opportunities for growth in this space are expected to increase as the proliferation of connected devices and data storage needs continue to grow in the future. [removed: |]

[removed: Communication Networks:] [added: *Communication Networks:*] This space is comprised of wireline, wireless and broadband companies.

Additionally, some of these companies’ locations act as data centers where the data is [removed: delivered and also] [added: delivered,] processed and stored.

[removed: Commercial/Industrial:] [added: *Commercial/Industrial:*] This space is comprised of those applications that are tied to a company’s critical systems.

The growth in this area generally tracks [removed: Growth] [added: Gross] Domestic Product.

[removed: | | · | Critical] [added: *Critical] infrastructure & [removed: solutions |][added: solutions*]

Performance obligations within [removed: I.T. and edge infrastructure] [added: integrated rack solutions] include the delivery of racks, rack power, rack power distribution, rack thermal systems, [removed: and] configurable integrated [removed: solutions.][added: solutions, and hardware for managing I.T. equipment.]

This network helps extend our [added: global] reach to all corners of the world [removed: in which] [added: where] we operate.

Vertiv’s estimated combined order backlog was approximately [removed: $1,401.2 million] [added: $1,844.8] and [removed: $1,502.0 million] [added: $1,401.2] as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

The following table shows estimated backlog by business segment at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

| | | [added: | | | |] As of December 31, | | | | | | [added: | | |]

| [removed: (Dollars] [added: (Dollars] in [removed: millions)] [added: millions)] | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | [added: | | | | 2019 | | |]

| Americas | | [removed: $] | [removed: 701.8] | | | [added: 836.0 | | | | | |] $ | [removed: 806.8] [added: 701.8] | [added: |]

| Asia Pacific | | | [removed: 297.3] | | | [added: 445.9] | [removed: 281.3] | [added: | | | | 297.3 | | |]

| EMEA | | | [removed: 402.1] | | | [added: 562.9] | [removed: 413.9] | [added: | | | | 402.1 | | |]

| [removed: Total Backlog] [added: Total Backlog] | | [added: | | | |] $ | [removed: 1,401.2] [added: 1,844.8] | | | [added: | |] $ | [removed: 1,502.0] [added: 1,401.2] | [added: |]

The vast majority of the combined backlog as of December 31, [removed: 2019] [added: 2020] is considered firm and is expected to be shipped within one year.

See [removed: “_Item] [added: “Item] 1A.

Risk factors—Risks relating to [removed: Our Business—We] [added: our customers and our industry—We] may not realize all of the sales expected from our backlog of orders and [removed: contracts.”_][added: contracts.”]

In [removed: 2019,] [added: 2020,] Vertiv spent [removed: $198.3 million] [added: $228.6] on Research and Development [removed: (“_R&D_”).][added: (“R&D”).]

We have global product leaders [removed: supported by] [added: that manage] global product lines and engineering organizations to ensure that we continue to be ahead of market trends by leveraging our regional input.

As of December 31, [removed: 2019] [added: 2020] Vertiv had approximately 2,600 patents and approximately [removed: 500] [added: 480] pending, published or allowed patent applications, and approximately [removed: 1,700] [added: 1,780] registered trademarks and approximately [removed: 200] [added: 170] pending trademark applications.

On June 12, 2018, GSAH closed its IPO of 69,000,000 units, including 9,000,000 units issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to GSAH of [removed: $690,000,000] [added: $690.0] before underwriting discounts and expenses.

Simultaneously with the closing of the IPO, GSAH closed the private placement of an aggregate of 10,533,333 warrants, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share (the [removed: “_private] [added: “private] placement [removed: warrants”_] [added: warrants”] and, together with the public warrants, the [removed: “_warrants_”),] [added: “warrants”),] initially issued to GS DC Sponsor I LLC, a Delaware limited liability company (our [removed: “_Sponsor_”),] [added: “Sponsor”),] at a price of $1.50 per private placement warrant, generating proceeds of [removed: $15,800,000.][added: $15.8.]

As contemplated by the Merger Agreement, (1) First Merger Sub merged with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv Holdings merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC.” As a result of the consummation of the Business Combination, (a) the Company directly owns all of the equity interests of Vertiv Holdings, LLC and indirectly owns the equity interests of its subsidiaries and (b) the Vertiv Stockholder, the sole equity owner of Vertiv Holdings prior to the Business Combination, holds [removed: 118,261,955] [added: 77,261,955] shares of our Class A common stock as of [removed: March 9, 2020.][added: February 22, 2021.]

On February 6, 2020, GSAH’s stockholders, at a special meeting of GSAH, approved and adopted the Merger Agreement, and approved the Business Combination proposal and the other related proposals presented in the definitive proxy statement filed with the SEC on January 17, [removed: 2020 (the “_Proxy Statement_”).][added: 2020.]

The aggregate merger consideration paid by GSAH in connection with the consummation of the Business Combination was approximately [removed: $1.5 billion] [added: $1,500] (the [removed: “_Merger Consideration_”).][added: “Merger Consideration”).]

The amount of cash consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was [removed: $341.6 million.][added: $341.6.]

The remainder of the consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was stock consideration [removed: (“_Stock Consideration_”),] [added: (“Stock Consideration”),] consisting of 118,261,955 newly-issued shares of our Class A common stock (the [removed: “_Stock] [added: “Stock] Consideration [removed: Shares_”),] [added: Shares”),] which shares were valued at $10.00 per share for purposes of determining the aggregate number of shares of our Class A common stock payable to the Vertiv Stockholder as part of the Merger Consideration.

In addition, the Vertiv Stockholder is entitled to receive additional future cash consideration with respect to the Business Combination in the form of amounts payable under the Tax Receivable Agreement, dated as of the Closing Date, by and between the Company and the Vertiv Stockholder (the [removed: “_Tax] [added: “Tax] Receivable [removed: Agreement_”).][added: Agreement”).]

Concurrently with the execution of the Merger Agreement, GSAH entered into subscription agreements (the [removed: “_Subscription Agreements_”)] [added: “Subscription Agreements”)] with Atlanta Sons LLC (the [removed: “_Cote] [added: “Cote] PIPE [removed: Investor_”),] [added: Investor”),] a Delaware limited liability company and an affiliate of David M.

Cote, GSAH Investors Emp LP (the [removed: “_GS] [added: “GS] ESC PIPE [removed: Investor_”),] [added: Investor”),] a Delaware limited partnership and an affiliate of The Goldman Sachs Group, Inc., a Delaware corporation (NYSE: GS) and its affiliates [removed: (_“Goldman Sachs_”),] [added: (“Goldman Sachs”),] and certain other “accredited investors” (as defined in Rule 501 under the Securities Act), and their permitted transferees (collectively with the Cote PIPE Investor and the GS ESC PIPE Investor, the [removed: “_PIPE Investors_”),] [added: “PIPE Investors”),] including certain executive officers of Vertiv (the [removed: “_Subscribing] [added: “Subscribing] Vertiv [removed: Executives_”),] [added: Executives”),] pursuant to which the PIPE Investors collectively subscribed for 123,900,000 shares of our Class A common stock (the [removed: “_PIPE Shares_”)] [added: “PIPE Shares”)] for an aggregate purchase price equal to [removed: $1,239,000,000.][added: $1,239.0.]

The private placement pursuant to which the PIPE Investors purchased the PIPE Shares (the [removed: “_PIPE Investment_”)] [added: “PIPE Investment”)] was consummated in connection with the consummation of the Business Combination.

Overview

We believe there is a better way to meet the world's accelerating demand for data - one driven by passion and innovation.

This portion of the industry is growing rapidly.

Examples of companies in this space include Microsoft Azure, Amazon Web Services, and Google Cloud.

company.

This portion of the industry is growing rapidly.

Examples of companies in this space include Digital Realty and Equinix.

- Enterprise: This classification refers to the “Fortune 1000” type businesses that have their own on-premises data centers.

Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and Cleveland Clinic.

- Edge: These types of data centers are at the infancy stage of their development and will be utilized by all of the aforementioned categories in the future.

These locations are decentralized by nature and located closer to where the data is being demanded (i.e., towards the edge of the network).

Such products include AC and DC power management, thermal management, and integrated modular solutions.

*Integrated Rack Solutions*

*Services & spares*

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Human Capital Resources

As of December 31, 2020, we employed 20,972 full-time and part-time employees.

Approximately 8% of our employees are Manufacturing Operators and we use talent acquisition and retention practices, including but not limited to, college and university recruiting programs, job fairs, and compensation benchmarking, employee engagement and communication through email, social media and other communication platforms, and employee development and training programs including new product training for our sales and services organizations, “Managing@Vertiv” for our management level employees, and “MyFirst90Days” for newly hired employees as key human capital measures and objectives.

We are committed to attracting, hiring and developing the best and brightest talent and focus significant resources on supporting and managing our globally diverse employee population.

We offer our employees competitive pay packages and offer a broad range of company-paid benefits and recognize that our success is based in large part on the talents and dedication of those we employ.

On February 7, 2020, the Company filed a registration statement on Form S-1, as amended (the “Registration Statement on Form S-1”), to meet its obligations under the Amended and Restated Registration Rights Agreement.

In August 2020, the Vertiv Stockholder sold 26,000,000 shares of our Class A common stock in a secondary offering and in November 2020, the Vertiv Stockholder sold 18,000,000 shares of our Class A common stock in a secondary offering.

The Company paid for certain fees and expenses equal to an aggregate of approximately $1.2 in connection with this registration statement and these offerings.

The Tax Receivable Agreement provides for the payment by us to the Vertiv Stockholder of 65% of the cash tax savings realized (or deemed realized) over a 12-year period after the closing of the Business Combination as described above.

In the twelfth year of the Tax Receivable Agreement, an additional payment will be made to the Vertiv Stockholder based on 65% of the remaining tax benefits that have not been realized.

The timing of expected future payments under the Tax Receivable Agreement are dependent upon various factors, including the existing tax bases at the time of the Business Combination, the realization of tax benefits, and changes in tax laws.

However, as the Company is obligated to settle the remaining tax benefits after 12 years, the Company has concluded that the liability should be measured at fair value and recorded within other long-term liabilities in the consolidated balance sheet at December 31, 2020.

The Company has estimated total payments of approximately $191.5 on an undiscounted basis.

The Registration Statement on Form S-1 was filed to fulfill the Company’s obligations under these Subscription Agreements.

At December 31, 2020, we are no longer considered an emerging growth company as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

Upon the written request of any record holder or beneficial owner of Common Stock entitled to vote at the Annual Meeting, we will, without charge, provide a copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules, for the fiscal year ended December 31, 2020, as filed with the SEC.

Requests should be directed to ir@vertiv.com.

| --- | --- |

Who We Are

We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

| | 4 | |

| --- | --- | --- |

Such products include AC and DC power management, thermal management, modular hyperscale type data center sites, as well as hardware for managing I.T. equipment.

| | · | I.T. and edge infrastructure |

| | · | Services & software solutions |

| | 5 | |

| --- | --- | --- | --- | --- | --- | --- | --- |

Due to the variability of shipments under large contracts, customers’ seasonal installation considerations and variations in product mix and in profitability of individual orders, we can experience significant quarterly fluctuations in revenue and operating income.

These fluctuations are expected to continue in the future.

Consequently, it may be more meaningful to focus on annual rather than interim results.

| | 6 | |

Employees

As of December 31, 2019, Vertiv had over 19,800 employees operating globally.

Management believes that our employee relations are generally favorable.

We are headquartered in Columbus, Ohio.

As of December 31, 2019, GSAH had one officer.

| | 7 | |

| | 8 | |

| | 9 | |

| | 10 | |

Recent Developments

To further its objective to explore future financing options to optimize its capital structure, on January 31, 2020, Vertiv commenced a process to (i) amend and extend that certain Revolving Credit Agreement, by and among¸ _inter alia_, Vertiv Intermediate Holding II Corporation (“_Vertiv Group Intermediate_”), Vertiv Group Corporation (“_Vertiv Group_”), as lead borrower, certain direct and indirect subsidiaries of Vertiv Group, as co-borrowers thereunder, various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, amended and restated, modified or supplemented from time to time, the “_Prior Asset-Based Revolving Credit_ _Facility_”) and (ii) refinance (a) the indebtedness represented by that certain Term Loan Credit Agreement, by and among, _inter alia_, Vertiv Group Intermediate, Vertiv Group, as borrower, various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, amended and restated, modified or supplemented from time to time, the “_Prior_ Term Loan Facility”), (b) Vertiv Intermediate Holding Corporation’s (“_Vertiv Holdco_”) $500.0 million of 12.00%/13.00% Senior PIK Toggle Notes due 2022 (the “_2022 Senior Notes_”), (c) Vertiv Group’s $750.0 million of 9.250% Senior Notes due 2024 (the “_2024 Senior Notes_”) and (d) Vertiv Group’s $120.0 million of 10.00% Senior Secured Second Lien Notes due 2024 (the “_2024 Senior Secured Notes_” and, together with the 2022 Senior Notes and 2024 Senior Notes, the “_Prior Notes_”).

In connection with the refinancing process, on January 31, 2020, Vertiv called each of the Prior Notes for conditional redemption on March 2, 2020, in accordance with the respective indentures governing the Prior Notes.

In addition, a total of $500,000 principal amount of 2024 Senior Notes were tendered in the change of control offer made in connection with the Business Combination and were repurchased on February 7, 2020.

| | 11 | |

On the Closing Date and prior to the completion of the refinancing, Vertiv used a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay $176 million of the outstanding indebtedness under the Prior Asset-Based Revolving Credit Facility and approximately $1.29 billion of the outstanding indebtedness under the Prior Term Loan Facility.

On March 2, 2020, we completed the refinancing by entering into (i) Amendment No. 5 to the Prior-Asset Based Revolving Credit Agreement, by and among, _inter alia_, Vertiv Group Intermediate, Vertiv Group, as lead borrower, certain direct and indirect subsidiaries of Vertiv Group, as co-borrowers and guarantors thereunder, various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (the “_Amendment_” and, the Prior Asset-Based Revolving Credit Facility as amended by the Amendment, the “_Asset-Based Revolving Credit Facility_”), which Amendment extended the maturity of, and made certain other modifications to, the Prior Asset-Based Revolving Credit Facility and (ii) a new Term Loan Credit Agreement, by and among, _inter alia_, Vertiv Group Intermediate, Vertiv Group, as borrower, various financial institutions from time to time party thereto, and Citibank, N.A., as administrative agent (the “_Term Loan Facility_” and, together with the Asset-Based Revolving Credit Facility, the “_Senior Secured Credit Facilities_”), with the borrowings thereunder used to repay or redeem, as applicable, in full the Prior Term Loan Facility and the Prior Notes.

The refinancing transactions reduce our debt service requirements going forward and extend the maturity profile of our indebtedness.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the prior June 30th; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

We currently anticipate losing our “emerging growth company” status at 2020 year end.

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

| | 12 | |

See Note 17 – “Commitments and Contingencies” to the consolidated financial statements for additional information.

| --- | --- |

As of December 31, 2019, there were no pending legal proceedings that management currently believes are material to the Company.

[added: |] UNITED STATES [added: | | | | | | | | | | | | | | |]

[added: |] SECURITIES AND EXCHANGE COMMISSION [added: | | | | | | | | | | | | | | |]

[added: |] Washington, [removed: D.C.] [added: D. C.] 20549 [added: | | | | | | | | | | | | | | |]

[added: |] FORM 10-K [added: | | | | | | | | | | | | | | |]

| [removed: x |] [added: ☒] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | | | | | | | | | | | | | |]

[added: |] For the fiscal year ended December 31, [removed: 2019][added: 2020 | | | | | | | | | | | | | | |]

| [removed: ¨ |] [added: ☐] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | | | | | | | | | | | | | |]

[added: |] For the transition period from [removed: to][added: __to__ | | | | | | | | | | | | | | |]

[added: |] Commission File No. 001-38518 [added: | | | | | | | | | | | | | | |]

[added: |] Vertiv Holdings Co [added: | | | | | | | | | | | | | | |]

[added: |] (Exact name of registrant as specified in [removed: its] [added: it] charter) [added: | | | | | | | | | | | | | | |]

| 1050 Dearborn [removed: Drive] [added: Dr, Columbus, Ohio 43085] | | [removed: 43085] | [added: | | | | | | | | | | | |]

| (Address of [removed: Principal Executive Offices)] [added: principal executive offices including zip code)] | | | [added: | | | | | | | | | | | |]

[removed: (614) 888-0246][added: | 614-888-0246 | | | | | | | | | | | | | | |]

[removed: (Registrant’s] [added: | (Registrant's] telephone number, including area code) [added: | | | | | | | | | | | | | | |]

[removed: Securities] [added: | Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act: None. | | | | | | | | | | | | | | |]

| Title of each class | | [removed: Trading] [added: | | | | Trading] Symbol(s) | | [added: | | | |] Name of each [removed: exchange] [added: exchange] on which registered | [added: | |]

| [removed: Units, each consisting of one share of Class] [added: Class] A common stock, $0.0001 par value per [removed: share, and one-third of one redeemable warrant to purchase one share of Class A common stock] [added: share] | | [removed: VERT.U] | | [added: | | VRT | | | | | |] New York Stock Exchange | [added: | |]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section [removed: 15(d)] [added: 15(D)] of the [removed: Act.][added: Exchange Act from their obligations under those Sections.]

Yes [removed: x] [added: ☐] No [removed: ¨][added: ☒]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [removed: (§232.405] [added: (§ 232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act.][added: Act:]

| Large accelerated filer | | [removed: ¨] | [added: ☒] | | [added: | | | |] Accelerated filer | | [removed: x] | [added: ☐ | | |]

| Non-accelerated filer | | [removed: ¨] | [added: ☐] | | [added: | | | |] Smaller reporting company | | [removed: x] | [added: ☐ | | |]

| | | | | | [added: | | | |] Emerging growth company | | [removed: x] | [added: ☐ | | |]

Indicate by check mark whether the registrant is a shell company (as defined in [removed: Rule] 12b-2 of the [removed: Exchange Act): Yes ¨ No x][added: Act).]

[removed: At] [added: The aggregate market value of Common Shares (the only common equity of the registrant) held by non-affiliates (for this purpose, executive officers and directors of the registrant are considered affiliates) as of] June 30, [removed: 2019] [added: 2020] (the last business day of the [removed: Registrant’s] most recently completed second [removed: fiscal quarter), the aggregate market value of the Registrant’s Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant,] [added: quarter)] was approximately [removed: $697.4 million.][added: $3,339,190,951]

As of [removed: March 9, 2020,] [added: February 22, 2021,] there were [removed: 328,411,705] [added: 351,440,743] shares of [removed: the] our Class A common stock, par value $0.0001, issued and outstanding.

[added: |] TABLE OF CONTENTS [added: | | | | | | | | | | | | | | | | | |]

| [Item [removed: 1.](#b_002)] [added: 1.](#i92c7878a17cb4aa0b4c2d9764689eeaf_976)] | | [removed: [Business](#b_002)] | [removed: [4](#b_002)] [added: [Business](#i92c7878a17cb4aa0b4c2d9764689eeaf_976)] | [added: | | | | | | | | | | | [5](#i92c7878a17cb4aa0b4c2d9764689eeaf_976) | | |]

| [Item [removed: 1A.](#z_007)] [added: 1A.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1054)] | | [added: |] [Risk [removed: Factors](#z_007)] [added: Factors](#i92c7878a17cb4aa0b4c2d9764689eeaf_1054)] | [removed: [13](#z_007)] | [added: | | | | | | | | | | [13](#i92c7878a17cb4aa0b4c2d9764689eeaf_1054) | | |]

| [Item [removed: 1B.](#c1)] [added: 1B.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1067)] | | [added: |] [Unresolved Staff [removed: Comments](#c1)] [added: Comments](#i92c7878a17cb4aa0b4c2d9764689eeaf_1067)] | [removed: [36](#c1)] | [added: | | | | | | | | | | [35](#i92c7878a17cb4aa0b4c2d9764689eeaf_1078) | | |]

| [Item [removed: 2.](#c2)] [added: 2.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1078)] | | [removed: [Properties](#c2)] | [removed: [36](#c2)] [added: [Properties](#i92c7878a17cb4aa0b4c2d9764689eeaf_1078)] | [added: | | | | | | | | | | | [35](#i92c7878a17cb4aa0b4c2d9764689eeaf_1078) | | |]

| [Item [removed: 3.](#c3)] [added: 3.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1088)] | | [added: |] [Legal [removed: Proceedings](#c3)] [added: Proceedings](#i92c7878a17cb4aa0b4c2d9764689eeaf_1088)] | [removed: [36](#c3)] | [added: | | | | | | | | | | [35](#i92c7878a17cb4aa0b4c2d9764689eeaf_1088) | | |]

| [Item [removed: 4.](#c4)] [added: 4.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1098)] | | [added: |] [Mine Safety [removed: Disclosures](#c4)] [added: Disclosures](#i92c7878a17cb4aa0b4c2d9764689eeaf_1098)] | [removed: [36](#c4)] | [added: | | | | | | | | | | [35](#i92c7878a17cb4aa0b4c2d9764689eeaf_1098) | | |]

| [removed: [PART II.](#d_001)] [added: [PART II.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1138)] | | | | [added: | | | | | | | | | | | | | |]

| [Item [removed: 5.](#d_002)] [added: 5.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1109)] | | [added: |] [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#d_002)] [added: Securities](#i92c7878a17cb4aa0b4c2d9764689eeaf_1109)] | [removed: [37](#d_002)] | [added: | | | | | | | | | | [36](#i92c7878a17cb4aa0b4c2d9764689eeaf_1109) | | |]

| [Item [removed: 6.](#d_003)] [added: 6.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1119)] | | [added: |] [Selected Financial [removed: Data](#d_003)] [added: Data](#i92c7878a17cb4aa0b4c2d9764689eeaf_1119)] | [removed: [38](#d_003)] | [added: | | | | | | | | | | [37](#i92c7878a17cb4aa0b4c2d9764689eeaf_1119) | | |]

| [Item [removed: 7.](#d_004)] [added: 7.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1149)] | | [added: |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#d_004)] [added: Operations](#i92c7878a17cb4aa0b4c2d9764689eeaf_1149)] | [removed: [40](#d_004)] | [added: | | | | | | | | | | [38](#i92c7878a17cb4aa0b4c2d9764689eeaf_1149) | | |]

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| | | | Delaware (State or other jurisdiction of incorporation or organization) | | | | | | 81-2376902 (I.R.S Employer Identification No.) | | | | | |

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Yes ☒ No ☐

Yes ☒ No ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for use in connection with its 2021 Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.

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| [PART I.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1) | | | | | | | | | | | | | | | PAGE | | |

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On

January 19, 2021, the Company redeemed the outstanding public warrants in full and the units and the public

warrants were subsequently delisted from NYSE.

the Company’s ability to comply with the covenants and restrictions contained in our credit agreements, including restrictive covenants that restrict operational flexibility; the Company’s ability to comply with the covenants and restrictions contained in our credit agreements is not fully within our control; the Company’s ability to access funding through capital markets; the Vertiv Stockholder’s significant ownership and influence over the Company; risks associated with the Company’s obligations to pay the Vertiv Stockholder portions of the tax benefits relating to pre-Business Combination tax assets and attributes; resales of our securities may cause volatility in the market price of our securities; our Organizational Documents contain provisions that may discourage unsolicited takeover proposals; our Certificate of Incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against us; the ability of the Company’s subsidiaries to pay dividends; volatility in our stock price due to various market and operational factors; our ability to maintain our listing on the NYSE and comply with listing requirements; risks associated with the failure of industry analysts to provide coverage of our business or our securities; and other risks and uncertainties indicated in this this Annual Report on Form 10-K including those under the heading “Item 1A.

Risk Factors.”

Risk Factor Summary

Investing in our common stock involves a high degree of risk.

10-K 1 tm2011880-1_10k.htm FORM 10-K

(Mark One)

| --- | --- |

Or

To

| | | |

| --- | --- | --- |

| Delaware | | 81-2376902 |

| (State or other jurisdiction of | | (I.R.S. Employer |

| incorporation or organization) | | Identification No.) |

| Columbus, Ohio | | (Zip Code) |

| --- | --- | --- | --- | --- |

| Class A common stock, $0.0001 par value per share | | VRT | | New York Stock Exchange |

| Redeemable warrants to purchase Class A common stock | | VRT WS | | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act:

None

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

GS ACQUISITION HOLDINGS CORP

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018

| | | | PAGE |

| --- | --- | --- | --- |

| [PART I.](#b_001) | | | |

| | | | |

Substantially concurrently with the filing of this Annual Report on Form 10-K, we will be filing Amendment No. 2 to our Current Report on Form 8-K, initially filed on February 7, 2020, which will include the audited consolidated financial statements of Vertiv Holdings, LLC for the year ended December 31, 2019 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Interested parties should refer to our Current Report on Form 8-K for more information.

| | 2 | |

Risk Factors_.” Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

| | 3 | |

None

| --- | --- |

None.

The Company maintains offices and manufacturing facilities at approximately [removed: 363] [added: 355] locations in [removed: 50] [added: 45] countries.

| --- | --- |

Not applicable.

| --- | --- |

None.

| | 36 | |

| --- | --- | --- |

PART II.

[removed: (a) Market] [added: Market] Information

Our Class A common [removed: stock, units and warrants] [added: stock] currently [removed: trade] [added: trades] on the NYSE under the [removed: symbols “VRT,” “VERT.U” and VRT WS,” respectively.][added: symbol “VRT”.]

Such [removed: numbers do] [added: number does] not include DTC participants or beneficial owners holding shares through nominee names.

[removed: (c)] [added: Cash] Dividends

For example, the ability of our subsidiaries to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by the terms of the [removed: agreements governing] [added: Senior Secured Credit Facilities and any of] our [added: other] outstanding indebtedness.

[removed: (d) Securities Authorized] [added: Securities authorized] for [removed: Issuance Under Equity Compensation Plans][added: issuance under equity compensation plans]

| Plan [removed: category] [added: Category] | | [removed: Number] [added: | Number] of securities to be issued upon exercise of outstanding options, warrants and [removed: rights (a) |] [added: rights] | | | [removed: Weighted-average] [added: Weighted-average] exercise price of outstanding options, warrants and [removed: rights (b) |] [added: rights (1)] | | | [removed: Number] [added: Number] of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [removed: (a)) (c)] [added: (a)) (2)] | | |

| Equity compensation plans approved by security [removed: holders: |] [added: holders] | | | | | | | | | | | |

| Equity compensation plans not approved by security holders | | | [removed: —] | | | | [removed: —] | | | | [removed: —] | [removed: |]

Our units and warrants previously traded on the NYSE under the symbols “VERT.U” and VRT WS,” respectively, from the consummation of the Business Combination until January 19, 2021 when they were delisted in connection with the redemption of all of our public warrants.

Holders of Common Stock

As of February 22, 2021, there were 60 holders of record of the Company's common shares.

On October 28, 2020, Vertiv announced that the Board of Directors declared the Company’s first-ever annual dividend of $0.01 per share.

The dividend was payable to the Company’s shareholders of record, including holders of record of the Company’s units, as of December 2, 2020, and was paid on December 17, 2020.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities; Repurchases of Securities

None.

The following table provides information as of December 31, 2020 with respect to our shares of Class A common stock issuable under our equity compensation plans.

In addition, the exercise prices of outstanding stock options were reduced by $.01.

in accordance with the provisions of the listed compensation plans as a result of the payment of a special dividend on December 17, 2020.

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| Vertiv Holdings Co 2020 Stock Incentive Plan | | | 11,156,375 | | | 11.90 | | | 22,343,625 | | |

| Total | | | 11,156,375 | | | 11.90 | | | 22,343,625 | | |

(1)The calculation of the weighted average exercise price does not include 4,043,346 shares subject to restricted stock units that do not have an exercise price.

(2)Commencing with the first business day of each calendar year beginning in 2021 through 2030, the number of shares in the reserve under the 2020 Stock Incentive Plan may be increased by a number equal to the least of (x) 10.5 million shares, (y) 3% of the number of shares outstanding as of the last day of the immediately preceding calendar year, or (z) a lesser number of Shares determined by our board of directors or compensation committee.

Stock performance graph

The following graph provides a comparison of the cumulative total stockholder return on our common stock from our first day of trading on July 30, 2018 through December 31, 2020 to the returns of the S&P MidCap 400 and Russell 1000.

The graph assumes that $100 was invested on July 30, 2018 in our Class A common stock and that any dividends were reinvested.

The graph is not, and is not intended to be, indicative of future performance of our common stock.


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| Company / Index | | | 7/30/2018 | | | | | | 12/31/2018 | | | | | | 12/31/2019 | | | | | | 12/31/2020 | | |

| Vertiv Holdings Co. | | | 100 | | | | | | 99.49 | | | | | | 111.98 | | | | | | 189.64 | | |

| S&P MidCap 400 Index | | | 100 | | | | | | 85.21 | | | | | | 107.54 | | | | | | 122.22 | | |

| Russell 1000 Index | | | 100 | | | | | | 89.97 | | | | | | 118.24 | | | | | | 143.03 | | |

| --- | --- |

(b) Holders

As of March 9, 2020 there was one holder of record of our units, approximately 75 holders of record of our separately traded Class A common stock, and three holders of record of our warrants.

We have not paid any cash dividends on our Class A common stock to date.

We expect to initiate an annual dividend of $0.01 per share of our Class A common stock.

There were no equity compensation plans authorized by GSAH as of December 31, 2019.

GSAH’s Board adopted the Incentive Plan on December 9, 2019 which was approved by GSAH’s stockholders on February 6, 2020.

The Incentive Plan was adopted for the purpose of better motivating our employees, consultants and directors to achieve superior performance measured by both our key financial and operating metrics as well as relative stock price appreciation.

The Plan is administered by the compensation committee of our Board and permits the granting of incentive stock options or nonqualified stock options; stock appreciation rights; performance awards, which may be cash-or share-based; restricted stock units; restricted stock; and other stock-based awards.

| | 37 | |

| --- | --- | --- |

The following table presents certain information about the Incentive Plan as of March 1, 2020:

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Incentive Plan | | | 5,585,597 | | | $ | 12.07 | | | | 27,914,403 | |

| Total | | | 5,585,597 | | | $ | 12.07 | | | | 27,914,403 | |

None.

| --- | --- |

The following table summarizes selected historical financial data of GSAH and should be read in conjunction with GSAH’s audited financial statements and the notes related thereto which are included in “_Item 8.

Financial Statements and Supplementary Data_” of this Annual Report on Form 10-K.

| | | | Year Ended December 31, | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2019 | | | | 2018 | | | | 2017 | |

| Statement of Operations Data | | | | | | | | | | | | |

| Net income (loss) | | $ | 4,389,796 | | | $ | 5,030,748 | | | $ | (1,276 | ) |

| | | | | | | | | | | | | |

| Weighted average shares outstanding of Class A common stock | | | 69,000,000 | | | | 69,000,000 | | | | — | |

| Basic and diluted net income per share, Class A | | $ | 0.05 | | | $ | 0.06 | | | $ | — | |

| Weighted average shares outstanding of Class B common stock | | | 17,250,000 | | | | 17,250,000 | | | | 17,250,000 | |

| Basic and diluted net income per share, Class B | | $ | 0.05 | | | $ | 0.06 | | | $ | (0.00 | ) |

| | 38 | |

| --- | --- | --- |

| Statement of Cash Flows: | | | | | | | | | | | | |

| Net cash provided by operating activities | | $ | 9,723,262 | | | $ | 4,172,249 | | | $ | — | |

| Net cash used in investing activities | | $ | — | | | $ | — | | | $ | — | |

| Net cash provided by financing activities | | $ | 2,000,000 | | | $ | 691,545,932 | | | $ | — | |

| Balance Sheets: | | | | | | | | | | | | |

| Cash | | $ | 955,457 | | | $ | 835,544 | | | $ | — | |

| Working capital surplus/(deficit)(1) | | $ | (4,845,200 | ) | | $ | 128,547 | | | $ | 23,724 | |

| Total assets | | $ | 709,053,424 | | | $ | 697,339,051 | | | $ | 25,000 | |

| Total liabilities | | $ | 30,752,104 | | | $ | 25,427,528 | | | $ | 1,276 | |

| Equity | | $ | 5,000,007 | | | $ | 5,000,001 | | | $ | 23,724 | |

| (1) | Does not include balances of Trust Account, deferred underwriting compensation and franchise tax liabilities. |

| | 39 | |

Not Applicable

| --- | --- |

None.

[removed: Our management] [added: Management of the Company] is responsible for establishing and maintaining adequate internal control over financial reporting [removed: (as] [added: as such term is] defined in [removed: Rule] [added: Rules] 13a-15(f) and [removed: Rule] 15d-15(f) under the [added: Securities] Exchange [removed: Act).][added: Act of 1934.]

[removed: Our] [added: A company’s] internal control over financial reporting is a process designed [removed: under the supervision of our Chief Executive Officer and Chief Financial Officer] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of [removed: our] financial statements for external purposes in accordance with generally accepted accounting principles.

[removed: As of December 31, 2019, our management] [added: Management has] assessed the effectiveness of [removed: our] [added: the Company’s] internal control over financial reporting [added: as of December 31, 2020] based on [removed: the] criteria [removed: for effective internal control over financial reporting] established [added: in the Internal Control-Integrated Framework in 2013 issued] by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“_COSO_”) in Internal Control—Integrated Framework (2013).][added: (COSO).]

[removed: Attestation Report] [added: Report] of [removed: the] Independent Registered Public Accounting Firm

[removed: There were] [added: With the exception of the foregoing remediation actions and the changes described in the previous section, there have been] no changes in our internal control over financial reporting [removed: that occurred] during [removed: our most recent fiscal quarter] [added: the year ended December 31, 2020] that [added: have] materially [removed: affected,] [added: affected] or are reasonably likely to materially [removed: affect,] [added: affect] our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as "controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms." Our disclosure controls and procedures are designed to ensure that material information relating to us and our consolidated subsidiaries is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosures.

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020 (the end of the period covered by this Annual Report on Form 10-K).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2020, because of material weaknesses in internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management has identified material weaknesses in controls related to (a) not fully designing, implementing and monitoring general information technology controls in the areas of user access and program change-management for

systems supporting all of the Company’s internal control processes; and (b) the aggregation of open control deficiencies across the Company’s financial reporting processes because the controls were not fully designed and operating effectively.

These material weaknesses did not result in any identified material misstatements to the consolidated financial statements as of and for the year ended December 31, 2020.

However, the material weaknesses create a reasonable possibility that a material misstatement to our consolidated financial statements will not be prevented or detected on a timely basis and, therefore, we concluded that the deficiencies represent material weaknesses in our internal control over financial reporting.

Given the material weakness that exists as of December 31, 2020, we have concluded that internal control over financial reporting remains ineffective as of December 31, 2020.

Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial statements included in this annual report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. generally accepted accounting principles (U.S. GAAP).

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements and has issued an adverse report on the effectiveness of internal control over financial reporting, which is included herein.

Remediation Plan

We currently are implementing a number of actions, as described below, to remediate the material weaknesses described in this Item 9A.

Company management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively.

*General Information Technology Controls (GITCs)*

During 2020, we continued to make progress in advancing foundational elements of our GITCs.

These elements are providing value as we are leveraging them in the design of our future state processes and controls within Oracle, which is expected to go-live in 2021.

Our remediation plan includes, but is not limited to:

- Implementing new, relevant IT systems;

- Implementing improved IT change management policies and procedures, control activities, and tools to ensure changes affecting financial IT applications are identified, authorized, tested, and implemented appropriately;

- Implementing improved processes for requesting, authorizing, and reviewing user access to key systems which impact our financial reporting, including identifying access to roles where manual business process controls may be required;

- Implementing appropriate segregation of duties in relevant systems that impact internal control over financial reporting;

- Increasing resources dedicated to monitoring GITCs to ensure compliance with policies and procedures; and

- Implementing additional training to ensure a clear understanding of risk assessment and monitoring activities related to automated processes and IT systems and GITCs.

*Financial Reporting*

We continue to make progress on our automated and manual business process controls, including reports generated from these IT systems, that are dependent upon the completeness and accuracy of information from the affected GITC material weakness.

These elements are providing value as we are leveraging them in the design of our future state processes and controls within Oracle, which is expected to go-live in 2021.

Our remediation plan includes, but is not limited to:

- Frequent communications between our Audit Committee and management regarding our financial reporting and internal control environment;

- Expanded Business Unit Finance, Accounting and Reporting and Information Technology teams through the addition of experienced and qualified resources;

- Delivery of additional internal controls training, as well as policy and control standardization where possible;

- Re-designed internal controls processes as part of our Sarbanes-Oxley program to drive accountability and efficiency;

- Instituted monthly review of financial statements disaggregated by key business units, and functional areas to evaluate results, observe adherence to policies and agree on necessary actions;

- Engaged outside resources to assist with the design and implementation of a risk-based internal controls plan, enhance process documentation, provide company-wide training, and help with management's self-assessment and testing of internal controls.

When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the control deficiencies that have led to the material weaknesses we have identified and strengthen our internal controls over financial reporting.

The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We have undertaken strategic remediation actions, as discussed above, to address the material weaknesses in our internal controls over financial reporting.

These remediation actions continued throughout the year ended December 31, 2020.

To the Shareholders and the Board of Directors of Vertiv Holdings Co

| --- | --- |

Based on this assessment, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2019.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting.

Pursuant to the JOBS Act, management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report on Form 10-K.

Section 103 of the JOBS Act provides that an emerging growth company is not required to provide an auditor’s report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act for as long as we qualify as an emerging growth company.

We are an emerging growth company, and therefore we are not required to include an attestation report of our independent registered public accounting firm on our internal control over financial reporting in this report.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment.

Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

Not applicable.

| --- | --- |

None.

| | 58 | |

| --- | --- | --- |

The information required by this Item 10.

“Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after our fiscal year end of December 31, 2020 (the “Proxy Statement”).

| --- | --- |

Below is a list of our executive officers and directors and their respective ages and a brief account of the business experience of each of them.

| Name | | Age | | | | Position |

| --- | --- | --- | --- | --- | --- | --- |

| David M. Cote | | | 67 | | | Executive Chairman of the Board |

| Rob Johnson | | | 53 | | | Chief Executive Officer and Director |

| Joseph van Dokkum | | | 66 | | | Director |

| Roger Fradin | | | 66 | | | Director |

| Jacob Kotzubei | | | 51 | | | Director |

| Matthew Louie | | | 42 | | | Director |

| Edward L. Monser | | | 69 | | | Director |

| Steven S. Reinemund | | | 71 | | | Director |

| Robin L. Washington | | | 57 | | | Director |

| David J. Fallon | | | 50 | | | Chief Financial Officer |

| Giordano Albertazzi | | | 54 | | | President of Europe, Middle East and Africa |

| Andrew Cole | | | 55 | | | Chief Organizational Development and Human Resources Officer |

| Colin Flannery | | | 54 | | | General Counsel and Corporate Secretary |

| Jason M. Forcier | | | 48 | | | Chief Operations Officer and Executive Vice President of Infrastructure and Solutions |

| Sheryl Haislet | | | 54 | | | Chief Information Officer |

| John Hewitt | | | 50 | | | President of the Americas |

| Patrick Johnson | | | 49 | | | Executive Vice President of Information Technology and Edge Infrastructure |

| Steve Lalla | | | 57 | | | Executive Vice President of Service and Software Solutions |

| Stephen Liang | | | 61 | | | President of Asia Pacific |

| Gary Niederpruem | | | 45 | | | Chief Strategy and Development Officer |

The directors were nominated pursuant to the director nomination rights set forth in the Stockholders Agreement.

_Directors_

_David M.

Cote._ Mr. Cote has served as our Executive Chairman of our Board of Directors since February 7, 2020.

From April 2018 until the Business Combination, Mr. Cote served as Chief Executive Officer, President and Secretary, and Chairman of the Board of Directors of GSAH.

Mr. Cote served as Chairman and Chief Executive Officer of Honeywell from July 2002 to March 2017.

Most recently, Mr. Cote was Executive Chairman of the Board at Honeywell until April 23, 2018.

He joined Honeywell as President and Chief Executive Officer in February 2002.

Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW Inc., a provider of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002.

From February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer.

Mr. Cote was Senior Vice President of General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999.

Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018.

He previously served as a director of JPMorgan Chase & Co. from July 2007 to July 2013.

Mr. Cote was selected to serve on our Board due to his significant leadership experience and his extensive management and investment experience, including in the industrial sector.

| | 59 | |

| --- | --- | --- |

The information required by this Item 11.

“Director and Executive Compensation” is incorporated herein by reference from our Proxy Statement.

| --- | --- |

This section describes executive compensation of Vertiv’s directors and named executive officers.

None of GSAH’s directors or sole executive officer received any cash compensation for services rendered to GSAH for the fiscal year ended December 31, 2019.

Compensation Discussion and Analysis

Vertiv’s “named executive officers” for the fiscal year ended December 31, 2019 consisted of the following individuals:

| | • | Robert Johnson, _Chief Executive Officer_ |

| --- | --- | --- |

| | • | David Fallon, _Chief Financial Officer_ |

| | • | Stephen Liang, _President, Asia-Pacific_ |

| | • | Jason Forcier, _Chief Operations Officer and Executive Vice President of Infrastructure & Solutions_ |

| | • | John Hewitt, _President of Americas_ |

_2019 Compensation Overview and Objectives_

Compensation during 2019 was established primarily with the goals of attracting and retaining talented individuals, as well as motivating executives to achieve the greatest possible returns.

Vertiv believes that the fixed aspects of its compensation program—including base salary and benefits—enable it to compensate executives at competitive levels, while annual incentive programs allow Vertiv to pay bonuses based on performance and the achievement of corporate financial goals.

Finally, Vertiv’s 2017 Transaction Exit Bonus Plan, as described below, is designed to promote executive retention and directly link the amount of compensation paid to executive officers to value growth.

The compensation reported in this compensation discussion and analysis is not necessarily indicative of how we expect to compensate our named executive officers following the consummation of the Business Combination.

In connection with the Business Combination, we adopted the Incentive Plan a copy of which is included as an exhibit to this Annual Report on Form 10-K and we expect to further review, evaluate and modify our compensation framework, which may result in future compensation programs that vary significantly from Vertiv’s historical practices.

| | 67 | |

_Determination of Compensation_

During 2019, Vertiv’s board of managers (the “_Vertiv Board_”) was comprised of individuals appointed by our then controlling member, an entity controlled by private investment funds sponsored by affiliates of Platinum Equity Advisors, LLC (“_Platinum Advisors_”).

Certain other subsidiaries of Vertiv also included managers, directors and/or officers that are employees of Platinum Advisors.

Platinum Advisors provided certain corporate advisory services to the Vertiv organization during 2019 pursuant to the services agreement that is described in more detail below under “_Item 13.

Certain Relationships and Related Transactions, and Director Independence—Vertiv Related Party Transactions_.” These services included providing advice in respect of Vertiv’s compensation plans and policies.

In connection with setting the compensation for the named executive officers for 2019, Platinum Advisors provided a broad-based overview of current market compensation practices in the industry to the Vertiv Board and the Chief Executive Officer of the Vertiv organization, Mr. Johnson.

This advice was based on Platinum Advisors’ prior experience and the compensation programs in place at other companies controlled by affiliates of Platinum Advisors.

The Vertiv Board (with respect to Mr. Johnson’s compensation) and Mr. Johnson (with respect to the compensation of the other named executive officers) used this advice as a point of general comparison and did not receive or follow any specific recommendations from Platinum Advisors in setting 2019 compensation.

In this regard, in determining the levels and mix of compensation, the Vertiv Board and Mr. Johnson have not generally relied on formulaic guidelines, but rather performed a comprehensive review of each executive’s skills and capabilities and his potential contribution as a member of the executive team.

The factors used to determine each executive’s total compensation opportunity for 2019 included:

| | • | the executive’s skills and capabilities as they relate to the execution of the executive’s role; |

| | • | the size and scope of the executive’s role, in particular the criticality of the position and the potential for value creation; |

| | • | the level and form of compensation that the Vertiv Board and Mr. Johnson determined to be necessary to attract and retain executive leadership familiar with transforming organizations, principally in Vertiv’s industry and at companies with similar size and scope; and |

| | • | alignment of the executive’s individual financial outcomes with stockholder value creation. |

During 2019, the Vertiv Board had no formal, regularly scheduled meetings to set its compensation policy.

Instead, the Vertiv Board and Mr. Johnson met as circumstances required from time to time.

The protection of competitive and confidential information and the retention of top talent are of the utmost importance to the Vertiv Board and Mr. Johnson.

For this reason, Vertiv’s employment agreements with the named executive officers contain confidentiality, non-compete and non-solicitation provisions.

In addition, Messrs.

Johnson, Fallon, Forcier and Hewitt, who are each employed in the United States where employment is generally at-will, have provisions in their employment agreements that provide for severance benefits following a qualifying termination of employment, which is intended to alleviate concerns about job security that could affect performance and keep the named executive officers focused on their day to day responsibilities.

Estimates of the value of the benefits potentially payable under these agreements, and certain statutory entitlements available to the named executive officers located outside of the United States, that may be triggered upon a termination of employment or a change in control are set out below under the caption “_Potential Payments upon Termination or Change in Control_.”

Neither the Vertiv Board nor Vertiv has made use of compensation consultants or advisors in determining the compensation of the named executive officers in the past, including with respect to 2019 compensation decisions.

The information required by this Item 12.

“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is incorporated herein by reference from our Proxy Statement.

| --- | --- |

The following table sets forth information known to the Company regarding the beneficial ownership of shares of the Company’s Class A common stock as of March 9, 2020 by:

| | • | | each person who is known to be the beneficial owner of more than 5% of the Company’s outstanding Class A common stock; |

| --- | --- | --- | --- |

| | • | | each of the Company’s executive officers and directors; and |

| | • | | all executive officers and directors as a group. |

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each person listed below has sole voting and investment power with respect to such shares.

| Name and Address of Beneficial Owners(1) | | Number of Shares | | | | Ownership Percentage (%) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 5% Holders (Other than Directors and Executive Officers) | | | | | | | | |

| VPE Holdings, LLC (the Vertiv Stockholder)(2) | | | 118,261,955 | | | | 36.01 | % |

| Alyeska Investment Group, L.P.(3) | | | 18,435,366 | | | | 5.60 | % |

| Eminence Capital, LP(4) | | | 16,500,000 | | | | 5.02 | % |

| | | | | | | | | |

| Directors and Executive Officers | | | | | | | | |

| David M. Cote(5) | | | 15,889,167 | | | | 4.76 | % |

| Rob Johnson | | | 123,120 | | | | * | |

| Roger Fradin(6) | | | 368,333 | | | | * | |

| Joseph van Dokkum(7) | | | 25,000 | | | | * | |

| Jacob Kotzubei | | | — | | | | — | |

| Matthew Louie | | | — | | | | — | |

| Edward L. Monser | | | — | | | | — | |

| Steven S. Reinemund(8) | | | 368,333 | | | | * | |

| Robin L. Washington(9) | | | 10,000 | | | | * | |

| Giordano Albertazzi | | | 26,859 | | | | * | |

| Andrew Cole | | | 35,650 | | | | * | |

| David J. Fallon | | | 52,387 | | | | * | |

| Colin Flannery | | | 17,825 | | | | * | |

| Jason M. Forcier | | | 38,475 | | | | * | |

| John Hewitt | | | 35,650 | | | | * | |

| Patrick Johnson | | | 31,802 | | | | * | |

| Steve Lalla | | | 25,650 | | | | * | |

| Stephen Liang | | | 37,062 | | | | * | |

| Gary Niederpruem | | | 24,618 | | | | * | |

| All directors and executive officers as a group (19 individuals)(10) | | | 17,109,931 | | | | 5.13 | % |

| * | Less than one percent |

| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is 1050 Dearborn Drive, Columbus, Ohio 43085. |

| (2) | Represents shares owned directly by VPE Holdings, LLC, a Delaware limited liability company. Vertiv JV Holdings, LLC owns a majority of the outstanding equity interests of VPE Holdings, LLC, and PE Vertiv Holdings, LLC owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, and, accordingly, each may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. PE Vertiv Holdings, LLC is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Platinum Equity Investment Holdings III, LLC is the managing member of one of such funds and the managing member of the general partner of four of such funds. Through such positions, Platinum Equity Investment Holdings III, LLC has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv Holdings, LLC. Platinum Equity Investment Holdings Manager III, LLC is the managing member of Platinum Equity Investment Holdings III, LLC. Platinum Equity InvestCo, L.P. owns all of the economic interests in Platinum Equity Investment Holdings III, LLC. Platinum Equity Investment Holdings IC (Cayman), LLC is the general partner of Platinum Equity InvestCo LP. Platinum InvestCo (Cayman), LLC holds a controlling interest in Platinum Equity InvestCo LP. Platinum Equity, LLC is sole member of Platinum Equity Investment Holdings Manager III, LLC and Platinum Equity Investment Holdings III, LLC. Platinum Equity also indirectly controls the other funds that own equity interests of PE Vertiv Holdings, LLC. Mr. Tom Gores is the beneficial owner of Platinum Equity, LLC. Accordingly, as a result of their indirect ownership and control of each of VPE Holdings, LLC, Vertiv JV Holdings, LLC and PE Vertiv Holdings, LLC, each of Platinum Equity Investment Holdings, LLC, Platinum Equity Investment Holdings Manager, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum InvestCo (Cayman), LLC, Platinum Equity, LLC and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. Mr. Tom Gores disclaims beneficial ownership of the shares owned directly by VPE Holdings, LLC, except to the extent of his pecuniary interest therein. The business address of VPE Holdings, LLC and each party beneficially owning the shares held thereby is 360 North Crescent Drive, South Building, Beverly Hills, CA, 90210. |

| | 83 | |

The information required by this Item 13.

“Certain Relationships and Related Transactions, and Director Independence” is incorporated herein by reference from our Proxy Statement.

| --- | --- |

GSAH’s Related Party Transactions

_Founder Shares_

In May 2016, the Sponsor purchased 2,875,000 shares of Class B common stock for an aggregate price of $25,000, or approximately $0.0087 per share.

On May 17, 2018, GSAH conducted a 1:6 stock split, resulting in the Sponsor holding 17,250,000 shares of Class B common stock.

The financial statements of GSAH reflect the changes of the split retroactively for all periods prior to May 17, 2018.

In May 2018, the Sponsor transferred 35,000 shares of Class B common stock to each of GSAH’s independent directors at their original purchase price.

Immediately prior to the Business Combination, Sponsor distributed 8,572,000 shares of Class B common stock to each of the Sponsor Members.

The shares of Class B common stock were automatically convertible into shares of our Class A common stock at the time of GSAH’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, which anti-adjustment rights were waived in connection with the consummation of the Business Combination, including the PIPE Investment.

As a result of such waiver, the 17,250,000 shares of the Class B common stock automatically converted into shares of our Class A common stock on a one-for-one basis upon the consummation of the Business Combination.

We refer to the shares of Class B common stock and the shares of Class A common stock that they converted into upon the consummation of the Business Combination as the “_founder shares_.” The founder shares are identical to GSAH’s public shares, except that: (1) prior to the Business Combination, only holders of the founder shares had the right to vote on the election of directors; (2) the founder shares are subject to certain transfer restrictions, as described in more detail below; (3) the Sponsor and each of GSAH’s officer and directors are party to a letter agreement with us, pursuant to which they agreed to waive certain rights with respect to their shares prior to the consummation of the Business Combination; and (4) the holders of founder shares are entitled to registration rights pursuant to our Amended and Restated Registration Rights Agreement.

Subject to certain limited exceptions, the Initial Stockholders have agreed not to transfer, assign or sell any founder shares during the Sponsor Lock-up Period, which ends on the earlier of (1) February 7, 2021 and (2) (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing on or after July 6, 2020, or (y) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

_Private Placement Warrants_

In connection with the completion of our IPO, the Sponsor purchased an aggregate of 10,533,333 private placement warrants, each exercisable to purchase one Class A common stock for $11.50 per share, at a price of $1.50 per private placement warrant, generating proceeds, before expenses, of $15,800,000.

Immediately prior to the Business Combination, the Sponsor distributed 5,266,667 private placement warrants to the Cote Sponsor Member and 5,266,666 private placement warrants to the GS Sponsor Member.

The private placement warrants will not be redeemable by us so long as they are held by the Sponsor Members or their respective permitted transferees.

The Sponsor Members, or their respective permitted transfers, have the option to exercise the private placement warrants on a cashless basis and are entitled to certain registration rights pursuant to our Amended and Restated Registration Rights Agreement.

Otherwise, the private placement warrants have terms and provisions that are identical to those of the public warrants.

If the private placement warrants are held by holders other than the Sponsor Members or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants.

| | 85 | |

| --- | --- | --- |

_Registration Rights_

The Initial Stockholders were entitled to registration rights pursuant to a registration rights agreement, which was amended and restated in connection with the Business Combination.

The Amended and Restated Registration Rights Agreement grants the RRA Parties certain Registration Rights with respect to their registrable securities.

The information set forth under “_Item 1.

Business—Business Combination—Amended and Restated Registration Rights Agreement”_ is incorporated herein by reference.

_Related Party Notes_

On April 9, 2018, the Sponsor loaned us $300,000 in unsecured promissory notes.

The funds were used to pay a portion of the expenses related to the IPO.

The note was non-interest bearing, unsecured and was paid to the Sponsor in connection with the closing of the IPO.

_Sponsor Commitment_

On March 11, 2019, the GS Sponsor Member provided GSAH with a commitment pursuant to which the GS Sponsor Member agreed that, if funds are needed by the Company through June 12, 2020 to pay ordinary course expenses, the GS Sponsor Member would provide the Company with liquidity of up to an aggregate of $2.0 million.

The GS Sponsor Member did not receive any additional interest in the Company in exchange for any such contribution and any liquidity provided under the commitment was to be in the form of a contribution with respect to the Sponsor’s founder shares.

This commitment was terminated in connection with the consummation of the Business Combination.

_Administrative Services Agreement_

GSAH entered into an agreement to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, administrative and support services.

For the years ended December 31, 2019 and 2018, GSAH incurred expenses of $120,000 and $67,668, respectively under this agreement.

The agreement was terminated at the closing of the Business Combination.

_Subscription Agreements_

Concurrently with the execution of the Merger Agreement, we entered into Subscription Agreements with the PIPE Investors, pursuant to which certain affiliates of GSAH and Vertiv subscribed for shares of our Class A common stock in connection with the PIPE Investment.

The information required by this Item 14.

“Principal Accounting Fees and Services” is incorporated herein by reference from our Proxy Statement.

| --- | --- |

Fees for professional services provided by our independent registered public accounting firm for the last two fiscal years include:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | For the Year ended December 31, 2019 | | | | For the Year ended December 31, 2018 | | |

| Audit Fees(1) | | $ | 65,000 | | | $ | 110,000 | |

| Audit-Related Fees(2) | | $ | 228,000 | | | $ | — | |

| Tax Fees(3) | | $ | — | | | $ | — | |

| All Other Fees(4) | | $ | — | | | $ | — | |

| Total | | $ | 293,000 | | | $ | 110,000 | |

| (1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |

| (2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include fees for accounting consultations, other attestation services and registration statement filing. |

| (3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |

| (4) | All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence services related potential business combination. |

Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors.

In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent auditors as provided under the audit committee charter.

| | 90 | |

| --- | --- | --- |

[removed: | (b) | Exhibits:] The exhibits listed [removed: in] [added: on] the accompanying [removed: index to exhibits] [added: Exhibit Index] are filed or incorporated by reference as part of this [removed: Annual Report on Form 10-K. |][added: report.]

| [removed: Exhibit Number] [added: Exhibit No.] | | [added: | | | |] Description | [added: | | | | | | | |]

| [removed: 2.1+] [added: 2.1] | | [added: | | | |] [Agreement and Plan of Merger, dated as of December 10, 2019, by and among GS Acquisition Holdings Corp, Crew Merger Sub I LLC, Crew Merger Sub II LLC, Vertiv Holdings, LLC and VPE Holdings, LLC (incorporated by reference to the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on January 17, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1674101/000119312520009875/d841528ddefm14a.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520009875/d841528ddefm14a.htm)] | [added: | | | | | | | |]

| [removed: 3.1*] [added: 3.1] | | [added: | | | |] [Second Amended and Restated Certificate of Incorporation of Vertiv Holdings [removed: Co.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex31.htm)] [added: Co (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex31.htm)] | [added: | | | | | | | |]

| [removed: 3.2*] [added: 3.2] | | [added: | | | |] [Amended and Restated Bylaws of Vertiv Holdings [removed: Co.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex32.htm)] [added: Co (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex32.htm)] | [added: | | | | | | | |]

| [removed: 4.2*] [added: 4.2] | | [added: | | | |] [Specimen Class A Common Stock [removed: Certificate.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)] [added: Certificate (incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm) [4](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)[.2 to the Company’s](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm) [Current](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)[8](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)[\-K, filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm) [February 7](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)[, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)] | [added: | | | | | | | |]

| 4.3 | | [added: | | | |] [Warrant Agreement, dated June 7, 2018, by and among GS Acquisition Holdings Corp, Computershare Trust Company, N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex44.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex44.htm)] | [added: | | | | | | | |]

| [removed: 4.4*] [added: 4.4] | | [added: | | | |] [Indenture, dated as of October 17, 2016, by and between Vertiv Group Corporation (f/k/a/ Cortes NPA Acquisition Corporation) and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex44.htm)] [added: trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex44.htm)] | [added: | | | | | | | |]

| [removed: 4.5*] [added: 4.5] | | [added: | | | |] [First Supplemental Indenture, dated as of November 30, 2016, by and between Vertiv Group Corporation (f/k/a Cortes NP Acquisition Corporation), the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex45.htm)] [added: trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex45.htm)] | [added: | | | | | | | |]

| [removed: 4.6*] [added: 4.6] | | [added: | | | |] [Second Supplemental Indenture, dated as of October 27, 2017, by and Vertiv Group Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)] [added: trustee (incorporated by reference to Exhibit 4.6 to the](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm) [Company’s](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)[Current](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)[Report on Form](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm) [8](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)[\-K, filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm) [February 7](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)[, 2020)](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)[.](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex46.htm)] | [added: | | | | | | | |]

| [removed: 4.7*] [added: 4.7] | | [added: | | | |] [Indenture, dated as of February 9, 2017, by and between Vertiv Intermediate Holding Corporation and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex47.htm)] [added: trustee (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex47.htm)] | [added: | | | | | | | |]

| [removed: 4.8*] [added: 4.8] | | [added: | | | |] [First Supplemental Indenture, dated as of October 27, 2017, by and between Vertiv Intermediate Holding Corporation and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex48.htm)] [added: trustee (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex48.htm)] | [added: | | | | | | | |]

| [removed: 4.9] [added: 4.9*] | | [added: | | | |] [Description of Securities of Vertiv Holdings [removed: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex4-9.htm)] [added: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno49vrt03012021.htm)] | [added: | | | | | | | |]

| 10.1 | | [added: | | | |] [Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on December 13, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1674101/000119312519314046/d614628dex101.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1674101/000119312519314046/d614628dex101.htm)] | [added: | | | | | | | |]

| [removed: 10.2*] [added: 10.2] | | [added: | | | |] [Amended and Restated Registration Rights Agreement, dated February 7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC, James Albaugh, Roger Fradin, Steven S. Reinemund, VPE Holdings, LLC, GSAH Investors Emp LP, Atlanta Sons LLC and the other parties named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex102.htm)] [added: therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex102.htm)] | [added: | | | | | | | |]

| [removed: 10.3*] [added: 10.3] | | [added: | | | |] [Stockholders Agreement, dated February 7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC and VPE Holdings, [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex103.htm)] [added: LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex103.htm)] | [added: | | | | | | | |]

| [removed: 10.4*] [added: 10.4] | | [added: | | | |] [Tax Receivable Agreement, dated February 7, 2020, by and between Vertiv Holding Co and VPE Holdings, [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex104.htm)] [added: LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex104.htm)] | [added: | | | | | | | |]

| [removed: 10.5*] [added: 10.5] | | [added: | | | |] [2020 Stock Incentive Plan of Vertiv Holdings Co and its [removed: Affiliates.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex105.htm)] [added: Affiliates (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex105.htm)] | [added: | | | | | | | |]

| [removed: 10.6] [added: 10.6] | | [added: | | | |] [Form of Stock Option Award Agreement under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its [removed: Affiliates.](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-6.htm)] [added: Affiliates (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex106.htm)] | [added: | | | | | | | |]

| [removed: 10.7] [added: 10.28] | | [added: | | | |] [Form of Restricted Stock Unit Agreement for [added: Employees for] Special One-Time Long-Term Incentive (LTI) Award under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its [removed: Affiliates.](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-7.htm)] [added: Affiliates (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-26.htm)] | [added: | | | | | | | |]

| [removed: 10.8*] [added: 10.8] | | [added: | | | |] [Vertiv Holdings Co Executive Change of Control [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex108.htm)] [added: Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex108.htm)] | [added: | | | | | | | |]

| [removed: 10.9*] [added: 10.9] | | [added: | | | |] [Vertiv Holdings Co Executive Employment [removed: Policy.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex109.htm)] [added: Policy (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex109.htm)] | [added: | | | | | | | |]

| [removed: 10.10*] [added: 10.10] | | [added: | | | |] [Form of Executive Offer [removed: Letter.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm)] [added: Letter (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm)] | [added: | | | | | | | |]

| 10.12 | | [added: | | | |] [Investment Management Trust Agreement, dated June 7, 2018, by and between Wilmington Trust, N.A. and GS Acquisition Holdings Corp (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex102.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex102.htm)] | [added: | | | | | | | |]

| 10.13 | | [added: | | | |] [Letter Agreement, dated June 7, 2018, by and among GS Acquisition Holdings Corp, GS DC Sponsor I LLC, GS Acquisition Holdings Corp’s officers and directors and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex101.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex101.htm)] | [added: | | | | | | | |]

| [removed: 10.14*] [added: 10.14] | | [added: | | | |] [Term Loan Credit Agreement, dated as of November 30, 2016, by and among [removed: Vertiv Intermediate Holding] [added: Vertiv](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1014.htm) [Intermediate](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1014.htm) [Holding] II Corporation (f/k/a Cortes NP Intermediate Holding II Corporation), Vertiv [removed: Group] Corporation (f/k/a Cortes NP Acquisition Corporation), as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1014.htm)] [added: agent (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1014.htm)] | [added: | | | | | | | |]

| [removed: 10.15*] [added: 10.15] | | [added: | | | |] [Amendment No. 1 to Term Loan Credit Agreement, dated as of March 17, 2017, by and among Vertiv Group Corporation, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1015.htm)] [added: thereto (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1015.htm)] | [added: | | | | | | | |]

| [removed: 10.16*] [added: 10.16] | | [added: | | | |] [Amendment No. 2 to Term Loan Credit Agreement, dated as of November 1, 2017, by and among Vertiv Group Corporation, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1016.htm)] [added: thereto (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1016.htm)] | [added: | | | | | | | |]

| [removed: 10.17*] [added: 10.17] | | [added: | | | |] [Amendment No. 3 to Term Loan Credit Agreement, dated as of September 28, 2018, by and among Vertiv Group Corporation, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1017.htm)] [added: thereto (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1017.htm)] | [added: | | | | | | | |]

| [removed: 10.18*] [added: 10.18] | | [added: | | | |] [Amendment No. 4 to Term Loan Credit Agreement, dated as of January 14, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1018.htm)] [added: thereto (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1018.htm)] | [added: | | | | | | | |]

| [removed: 10.19*] [added: 10.19] | | [added: | | | |] [Revolving Credit Agreement, dated as of November 30, 2016, by and among Vertiv Intermediate Holding II Corporation (f/k/a Cortes NP Intermediate Holding II Corporation), Vertiv Group Corporation (f/k/a Cortes NP Acquisition Corporation), as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the collateral agents party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1019.htm)] [added: thereto (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1019.htm)] | [added: | | | | | | | |]

| [removed: 10.20*] [added: 10.20] | | [added: | | | |] [Amendment No. 1 to Revolving Credit Agreement, dated as of September 28, 2018, by and among Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1020.htm)] [added: thereto (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1020.htm)] | [added: | | | | | | | |]

| [removed: 10.21*] [added: 10.21] | | [added: | | | |] [Amendment No. 2 to Revolving Credit Agreement, dated as of October 19, 2018, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1021.htm)] [added: agent (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1021.htm)] | [added: | | | | | | | |]

| [removed: 10.22*] [added: 10.22] | | [added: | | | |] [Amendment No. 3 to Revolving Credit Agreement, dated as of February 15, 2019, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the other credit parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1022.htm)] [added: thereto (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1022.htm)] | [added: | | | | | | | |]

| [removed: 10.23*] [added: 10.23] | | [added: | | | |] [Amendment No. 4 to Revolving Credit Agreement, dated as of January 14, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1023.htm)] [added: thereto (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1023.htm)] | [added: | | | | | | | |]

| [removed: 10.24*] [added: 10.25] | | [added: | | | |] [Incremental Term Loan Commitment Agreement No. 1, dated as of December 22, 2017, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower, the other guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and incremental term [removed: lender.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1024.htm)] [added: lender (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1024.htm)] | [added: | | | | | | | |]

| [removed: 10.25] [added: 10.27] | | [added: | | | |] [Form of Stock Option Award [removed: Agreement] for Employees under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its [removed: Affiliates.](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-25.htm)] [added: Affiliates (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-25.htm)] | [added: | | | | | | | |]

| [removed: 10.26] [added: 10.7] | | [added: | | | |] [Form of Restricted Stock Unit Agreement for [removed: Employees for] Special One-Time [removed: Long- Term] [added: Long-Term] Incentive (LTI) Award under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its [removed: Affiliates](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-26.htm)] [added: Affiliates (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex107.htm)] | [added: | | | | | | | |]

| 16.1 | | [added: | | | |] [Letter of PricewaterhouseCoopers LLP, dated February 7, 2020, to the SEC regarding statements included in the [added: Company’s] Current Report on Form 8-K/A [removed: and incorporated by reference herein] (incorporated by reference to Exhibit 16.1 to the [removed: Company's] [added: Company’s] Current Report on Form [removed: 8-K/A] [added: 8-K,] filed with the SEC on February 7, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028321/d871714dex161.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028321/d871714dex161.htm)] | [added: | | | | | | | |]

| 21.1* | | [removed: [Subsidiaries] [added: | | | | [List] of [removed: the Registrant.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex211.htm)] [added: Vertiv’s Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno211vrt03012021.htm)] | [added: | | | | | | | |]

1.

Financial Statements

See Index to Consolidated Financial Statements appearing on page 57.

2.

Financial Statement Schedules

All financial statement schedules called for under Regulation S-X are omitted because either they are not required under the related instructions, are included in the Consolidated Financial Statements or Notes thereto included elsewhere in this Annual Report on Form 10-K, or are not material.

3.

Exhibits

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| EXHIBIT INDEX | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 4.1 | | | | | | [Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex41.htm) | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.24 | | | | | | [Amendment No. 5 to Revolving Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno102ablamendment.htm) | | | | | | | | |

| | | | | | | | | | | | | | | |

| 10.26 | | | | | | [Term Loan Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno101termloancred.htm) | | | | | | | | |

| 10.29* | | | | | | [Director Stock Option Award Agreement](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm) | | | | | | | | |

| 23.1* | | | | | | [Consent of Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibit231vrt03012021.htm) | | | | | | | | |

| 31.1* | | | | | | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | | | | | | | | |

| 31.2* | | | | | | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 101.INS* | | | | | | The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | | | | |

| --- | --- |

| (a) | The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See “_Item 8. Index to Financial Statements and Supplementary Data_” herein. |

| | | |

| --- | --- | --- |

| 4.1* | | [Specimen Unit Certificate.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex41.htm) |

| | 91 | |

| 10.11* | | [Form of Indemnification Agreement.](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1011.htm) |

| | 92 | |

| 31.1 | | [Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex31-1.htm) |

| 31.2 | | [Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex31-2.htm) |

| 101.INS | | XBRL Instance Document |

| + | Certain schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company hereby agrees to hereby furnish supplementally a copy of all omitted schedules to the SEC upon request. |

| [added: Date: March 1, 2021] | [removed: VERTIV HOLDINGS CO] | | [added: | | | | | | Vertiv Holdings Co | | | | | |]

| [removed: Date: March 11, 2020] | [removed: By:] | [added: | | | | | | |] /s/ Rob Johnson | [added: | | | | |]

| | | [added: | | | | | | | Name:] Rob Johnson | [added: | | | | |]

| | | [added: | | | | | | | Title:] Chief Executive Officer | [added: | | | | |]

| /s/ Rob Johnson [removed: Rob Johnson] | [added: | |] Chief Executive Officer and Director [removed: (Principal Executive Officer)] | [added: | |] March [removed: 11, 2020] [added: 1, 2021] | [added: | |]

| /s/ David J. Fallon [removed: David J. Fallon] | [added: | |] Chief Financial Officer [removed: (Principal Financial Officer)] | [added: | |] March [removed: 11, 2020] [added: 1, 2021] | [added: | |]

| /s/ Joseph van Dokkum [removed: Joseph van Dokkum] | [added: | |] Director | [added: | |] March [removed: 11, 2020] [added: 1, 2021] | [added: | |]

| /s/ Jacob Kotzubei [removed: Jacob Kotzubei] | [added: | |] Director | [added: | |] March [removed: 11, 2020] [added: 1, 2021] | [added: | |]

| /s/ Matthew Louie [removed: Matthew Louie] | [added: | |] Director | [added: | |] March [removed: 11, 2020] [added: 1, 2021] | [added: | |]

| /s/ Edward L. Monser [removed: Edward L. Monser] | [added: | |] Director | [added: | |] March [removed: 11, 2020] [added: 1, 2021] | [added: | |]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | | | | /s/ David J. Fallon | | | | | |

| | | | | | | | | | Name: David J. Fallon | | | | | |

| | | | | | | | | | Title: Chief Financial Officer | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | /s/ Scott Cripps | | | | | |

| | | | | | | | | | Name: Scott Cripps | | | | | |

| | | | | | | | | | Title: Chief Accounting Officer and Corporate Controller | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Rob Johnson | | | (Principal Executive Officer) | | | | | |

| | | | | | | | | |

| David J. Fallon | | | (Principal Financial Officer) | | | | | |

| | | | | | | | | |

| /s/ Scott A. Cripps | | | Chief Accounting Officer | | | March 1, 2021 | | |

| Scott A. Cripps | | | (Principal Accounting Officer) | | | | | |

| | | | | | | | | |

| /s/ David M. Cote | | | Executive Chairman of the Board | | | March 1, 2021 | | |

| David M. Cote | | | | | | | | |

| | | | | | | | | |

| Joseph van Dokkum | | | | | | | | |

| | | | | | | | | |

| /s/ Roger Fradin | | | Director | | | March 1, 2021 | | |

| Roger Fradin | | | | | | | | |

| | | | | | | | | |

| Jacob Kotzubei | | | | | | | | |

| | | | | | | | | |

| Matthew Louie | | | | | | | | |

| | | | | | | | | |

| Edward L. Monser | | | | | | | | |

| | | | | | | | | |

| /s/ Steven S. Reinemund | | | Director | | | March 1, 2021 | | |

| Steven S. Reinemund | | | | | | | | |

| | | | | | | | | |

| /s/ Robin L. Washington | | | Director | | | March 1, 2021 | | |

| Robin L. Washington | | | | | | | | |

| --- | --- |

| | 93 | |

| --- | --- | --- |

| | | |

| /s/ Andrew S. Klaus Andrew S. Klaus | Chief Accounting Officer (Principal Accounting Officer) | March 11, 2020 |

| | 94 | |

[removed: Index to Financial Statements][added: | INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | | | | | | | | | | |]

| [added: ITEM] | | [removed: Page] | | [added: | | | | | | | | | | | PAGE | | |]

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#report) | | [45](#report) | |][added: Firm]

[removed: | [Balance Sheets](#k1) | | [46](#k1) | |][added: CONSOLIDATED BALANCE SHEETS]

| [removed: [Statements] [added: [Consolidated Statements] of [removed: Changes in] Stockholders’ [removed: Equity](#k3)] [added: Equity](#i92c7878a17cb4aa0b4c2d9764689eeaf_19)] | | [removed: [48](#k3)] | | [added: | | | | | | | | | | | [64](#i92c7878a17cb4aa0b4c2d9764689eeaf_19) | | |]

| [removed: [Statements] [added: [Consolidated Statements] of Cash [removed: Flows](#k4)] [added: Flows](#i92c7878a17cb4aa0b4c2d9764689eeaf_16)] | | [removed: [49](#k4)] | | [added: | | | | | | | | | | | [64](#i92c7878a17cb4aa0b4c2d9764689eeaf_19) | | |]

| [Notes to [added: Consolidated] Financial [removed: Statements](#k5)] [added: Statements](#i92c7878a17cb4aa0b4c2d9764689eeaf_22)] | | [removed: [50](#k5)] | | [added: | | | | | | | | | | | [65](#i92c7878a17cb4aa0b4c2d9764689eeaf_22) | | |]

[removed: Report] [added: | [Report] of Independent [removed: Registered] Public Accounting [removed: Firm][added: Firm](#i92c7878a17cb4aa0b4c2d9764689eeaf_1464) | | | | | | | | | | | | | | | [58](#i92c7878a17cb4aa0b4c2d9764689eeaf_1464) | | |]

To the [added: Shareholders and the] Board of Directors [removed: and Stockholders] of Vertiv Holdings Co

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying [added: consolidated] balance sheets of [removed: GS Acquisition] [added: Vertiv] Holdings [removed: Corp] [added: Co] (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] the related [added: consolidated] statements of [removed: operations, of changes in stockholders’] [added: earnings (loss), comprehensive income (loss),] equity [added: (deficit),] and [removed: of] cash flows for each of the three years in the period ended December 31, [removed: 2019, including] [added: 2020, and] the related notes (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material [removed: respects,] [added: aspects,] the financial position of the Company [removed: as of] [added: at] December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with [removed: accounting principles] [added: U.S.] generally accepted [removed: in the United States of America.][added: accounting principles.]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.