Vertiv Holdings (VRT) 10-K risk factor changes: FY2021 vs FY2020

You should carefully consider the following risks as well as the other information included in this annual report, including “Cautionary Statement About Regarding Forward-Looking Statements,” [added: “Risk Factor Summary,”] “Item 7.

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

If these networks do not continue to grow, whether as a result of changes in the economy, capital spending, building capacity in excess of demand, delays in receiving required permits and approvals, or [removed: otherwise] [added: for any other reason,] overall demand could decrease for our [added: product] offerings, which would have an adverse effect on our business, results of operations and financial condition.

As a result, the order booking and sales recognition process [removed: may be] [added: \[is sometimes / often\]] uncertain and unpredictable, with some customers placing large orders with short lead times on little advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic weakness.

This [added: unpredictability] may cause our revenues and operating results to vary unexpectedly from quarter-to-quarter, making our future operational results less predictable.

Any disruption or [removed: any] consolidation of our customers’ markets [added: or reduction in customer spending on technology] could result in declines in the sales volume and prices of our products.

For example, if [added: industry consolidation results in there being] fewer [removed: customers exist due to consolidation,] [added: customers,] the loss of [removed: a major] [added: any one] customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

[removed: \[See] [added: (See] also “— Future legislation and regulation, both in the United States and abroad, governing the Internet services, other related [added: 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 operations.”)]

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

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

Consolidation among such large [removed: customers can] [added: customers, as noted in the risk factor above, could] further increase their buying power and ability to require onerous terms.

[removed: \[See “— Any Disruption or Any Consolidation of Our Customers’ Markets Could Result in Declines in the Sales Volume and Prices of Our Products.”\]] In addition, these customers may impose substantial penalties for any product or service failures caused by [removed: us.][added: us or the failure by us to timely deliver products ordered by those customers.]

[removed: We] [added: We] derive a portion of our revenue from contracts with governmental [removed: customers.][added: customers, including the U.S. federal, state and local governments.]

[removed: Contracts] [added: Our contracts] with governmental customers [added: are subject to increased pressures to reduce expenses,] may [removed: also] contain additional or more onerous terms and conditions that are not common among commercial [removed: customers.][added: customers, and may subject us to increased risk of audits, investigations, sanctions and penalties by such governmental parties, which could result in various civil and criminal penalties, administrative sanctions, and fines and suspensions.]

These factors combine to potentially limit the revenue we derive from [removed: government] [added: such] contracts.

Such contracts are also subject to various laws and regulations that apply to doing business with [removed: governments.][added: governmental entities.]

[removed: Such] [added: Long-term, fixed-price] contracts [added: (including long-term, turnkey projects) have a duration greater than twelve months,] and [removed: projects] involve substantial risks, which may result in excess costs and penalties, and include but are not limited to:

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

The areas in which we provide our [added: product and solution] offerings are highly competitive, and we experience competitive pressures from numerous and varied competitors.

We encounter competition from numerous and varied competitors [removed: in] [added: targeting] all areas of our business on a global and regional [removed: basis, and our competitors have targeted, and are expected to continue targeting, our primary areas of operation.][added: basis.]

We compete with [removed: such] [added: our] competitors primarily on the basis of [added: our technology,] reliability, quality, price, service and customer relationships.

A significant element of our competitive strategy is focused on delivering [added: reliable,] high-quality products and solutions at the best relative global cost.

If our products, services, and cost structure do not enable us to compete successfully based on any of those criteria, we may experience a decline in product sales and a corresponding loss of [removed: customers due to their selection of a competitor.][added: customers.]

Our competitors, any of which could introduce new technologies or business models that disrupt significant portions of our markets and cause our customers to move a material portion of their business away from us to such competitors, [removed: include:][added: include :]

Competitors within this category include Schneider Electric, [removed: S.E. and] [added: S.E.,] Eaton Corporation Plc, [added: Legrand SA, and Huawei Investment & Holding Co., Ltd,] each of which have a large, global presence and compete directly in the markets in which we operate.

These competitors may be able to focus more closely on a [added: particular] segment of the market and [removed: be able to] apply targeted financial, technical and marketing resources in ways that we cannot, potentially leading to stronger brand recognition and more competitive [removed: pricing.][added: pricing.Regional or country-level competitors that compete with us in a limited geographic area.]

[removed: If we are unable] [added: Failure] to obtain performance and other guarantees from financial institutions, [removed: we] may [removed: be prevented] [added: prevent us] from bidding [removed: on,] [added: on] or [removed: obtaining,] [added: obtaining] certain contracts, or [added: cause] our costs with respect to such contracts [removed: could] [added: to] be higher.

In accordance with industry [removed: practice] [added: practice,] for large data center construction [removed: opportunities,] [added: opportunities] we are required to provide guarantees, including bid-bonds, advance payment and performance guarantees for our performance and project completion dates.

If, in the future, we cannot obtain such guarantees on commercially reasonable terms or at all, we could be prevented from bidding [removed: on,] [added: on] or [removed: obtaining,] [added: obtaining] such large construction contracts, or our costs for such contracts could be higher and, in either case, could have an adverse effect on our business, results of operations and financial condition.

As of December 31, [removed: 2020] [added: 2021] and [removed: December 31, 2019,] [added: 2020,] Vertiv’s estimated combined order backlog was approximately [removed: $1,844.8] [added: $3,191.0] and [removed: $1,401.2,] [added: $1,844.8,] respectively.

Our information systems or those of our third-party [removed: providers] [added: providers, including sensitive data stored through cloud-based services that] may be [added: hosted by third parties and in data center infrastructure maintained by third parties, may be] vulnerable to attack or breach.

This could impede our [removed: sales,] [added: sales and disrupt or prevent] manufacturing, distribution or other critical [removed: functions] [added: functions,] and the financial costs we could incur to eliminate or alleviate these security risks could be significant and may be difficult to anticipate or measure.

In addition, the products we produce or elements of such products that we procure from third parties may contain [removed: defects] [added: defects, vulnerabilities,] or weaknesses in design, architecture or manufacture, which could lead to system security vulnerabilities in our products and compromise the network security of our [removed: customers.][added: customers 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 harmed*.*]

We [added: have] recently [removed: commenced the implementation of] [added: implemented, and we continue to implement,] new information [removed: systems,] [added: systems] including [removed: enhancement] [added: enhancements] to our enterprise resource plan, human capital management, and product lifecycle management systems.

If we are unable to successfully design and implement these new systems, enhancements and processes as planned, or if the implementation of these systems and processes is more lengthy or costly than anticipated, [added: or if the implementation of such systems cause further disruptions, or if the new implemented systems do not operate as anticipated,] our business, results of operations and financial condition [removed: could be negatively impacted.]

Our operations, particularly our manufacturing and service operations, depend on [removed: our ability to accurately anticipate both our needs, including] [added: the availability and prices of] raw materials, [removed: components,] [added: components and] products and services, from third-party suppliers, and such suppliers’ [added: ability to timely deliver the quantities and quality required at reasonable prices.]

- Volatility in the supply or price of raw [removed: materials.][added: materials, freight and labor.]

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

Ongoing supply issues may require us to reengineer some offerings, which could result in further costs and [removed: delays.][added: delays, some of which costs we may not be able to pass onto our customers.]

Excess or obsolete inventory, [removed: including that] [added: whether] procured pursuant to an inaccurate customer [removed: forecast,] [added: forecast or otherwise,] would result in a write-off of such inventory, causing an increase in costs of goods sold and a decline in our gross margins.

- recognition of revenues over the term of the contract;

Additionally, because of our significant backlog, there may be significant delays between the time that we alter the prices we charge customers for our offerings and the time such price changes are reflected in our financial results.

We are subject to changes in costs of production due to factors beyond our control, the impacts of which may be exacerbated if we fail to properly manage our supply chain and inventory.

Additionally, our operations depend on our ability to accurately anticipate these needs and prices.

In 2021, we did not accurately anticipate the magnitude of inflationary increases in costs of our materials, freight and labor, as a result of which such cost increases were not immediately reflected in the prices for our offerings.

We also rely upon labor and third-party freight services to produce and deliver our offerings to our customers.

During 2021, we experienced significant increases in material, freight and labor costs, and we expect inflationary pressures on such costs to continue in 2022.

As our business increasingly interfaces with employees, customers, vendors and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks.

Our evolution into smart products, Internet of Things, business-to-consumer, and e-commerce subjects us to increased cyber and technology risks.

The secure operation of our information technology systems and networks, and ensuring that we have skilled personnel to assist in ensuring continued security, is critical to our business operations and strategy.

Information technology security threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.

For example, in 2021, certain reporting used for operational forecasting purposes was not immediately available after we went live on our new enterprise resource planning systems in the Americas which impacted our ability to forecast increases in our costs and implement price mitigation measures.

could be negatively impacted.

Additionally, the benefits of these new systems may not be realized until they are fully implemented and testing has been completed.

As an example, the conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries that could negatively impact our operations.

The U.S. government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls.

While it is difficult to anticipate the impact the sanctions announced to date may have on our operations, any further sanctions imposed or actions taken by the U.S. or other countries, and any retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia to countries in the region, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

Although President Biden issued an executive order in July 2021 encouraging the FCC to restore net neutrality rules undone by the previous administration, the effects and ultimate outcome of government regulation of the Internet and related services pertaining to net neutrality are unclear.

The latter, which took effect on November 1, 2021 shares many similarities with the GDPR, including its extraterritorial reach, restrictions on data transfer, compliance obligations and sanctions for non-compliance.

Despite such efforts, there is a risk that we may be subject to fines and penalties, litigation and reputational harm if we fail

Changes in US or foreign trade policies, including additional tariffs or global trade conflicts, could increase the cost of our products, which could adversely impact the competitiveness of our products.

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs.

For example, the former U.S. administration called for substantial changes to U.S. foreign trade policy with respect to China and other countries, including the possibility of imposing greater restrictions on international trade and significant increases in tariffs on goods imported into the U.S. While the new administration could have a different approach to U.S. foreign trade policy, there remains uncertainty, which may reduce trade between the U.S and other countries, including countries in which we operate.

Changes in policy or continued uncertainty could depress economic activity and restrict our access to suppliers or customers.

The tariffs implemented on our products (or on materials, parts or components we use to manufacture our products) by the former U.S. administration increased the cost of our products manufactured in the U.S. and imported into the U.S. If additional tariffs or trade restrictions are implemented on our products (or on materials, parts or components we use to manufacture our products) by the U.S. or other countries, the cost of our products manufactured in countries such as China and Mexico and imported into the U.S. or other countries in which we operate could increase further.

We expect to continue to pass along some of these costs to our customers, but the increased cost could adversely affect the demand for products.

These cost increases could adversely affect the demand for our products and/or our profitability, which could have a material adverse effect on our business and our earnings.

In addition, our exposure to risks associated with the use of intellectual property may be increased as a result of

Under the current administration, the Department of Justice recently stated its intent to bolster its enforcement of and responses to environmental law violations by corporations, including an increased emphasis on pursuing criminal prosecutions for environmental violations.

Similarly, in March 2021, the SEC formed the Climate and ESG Task Force, which monitors climate-related and other ESG disclosures in public company filings.

We are subject to risks related to sustainability and ESG issues.

Businesses including ours are facing increasing scrutiny in ESG related areas, including renewable resources, environmental stewardship, supply chain management, climate change, safety, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.

If we fail to meet applicable standards or expectations with respect to these issues across all of our services and in all of our operations and activities, including the expectations we set for ourselves, our reputation and brand image could be damaged, and our business, financial condition and results of operations could be adversely impacted.

Moreover, in the event that we communicate to the market certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives and goals, or we could be criticized for the scope of such initiatives or goals.

The expectations and assumptions underlying any such initiatives and goals would be necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and measuring and reporting on many ESG matters.

Certain organizations that provide corporate governance and other corporate risk information to investors and stakeholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based in whole or part on ESG or sustainability metrics.

Were such organizations to rate or score our operations, we would not control these organizations or the content and opinions included in their reports and could not assure that their analysis would be accurate.

Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision.

In addition, investors, particularly institutional investors, use

these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with such companies so as to improve ESG disclosure or performance and may also make voting decisions, or take other actions, based on their perceptions in this regard to hold these companies and their boards of directors accountable.

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 operations.”\]

Such customers and their respective agencies are subject to increased pressures to reduce expenses.

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 suspensions.

We derive a portion of our revenue from contracts with governmental customers, including the U.S., state and local governments.

We have, and we intend to continue pursuing, long-term, fixed-price contracts (including long-term, turnkey projects).

These contracts and projects have a duration greater than twelve months.

- limits and performance levels.

- Regional or country-level competitors that compete with us in a limited geographic area.

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 harmed*.*

Failure to properly manage our supply chain and inventory could result in higher costs of production and delays in fulfilling customer orders, excess or obsolete materials or components, labor disruptions or shortages and delays in production.

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

events occur in connection with such efforts, our business, results of operations and financial condition could be negatively impacted.

willfully disclose our confidential information improperly.

Additionally, the EU, China and other jurisdictions have adopted or proposed versions of the Waste Electrical and Electronic Equipment Directive, which requires producers of electrical and electronic equipment to assume

We have developed and are implementing a plan to remediate these material weaknesses.

However, we cannot assure you that this will occur within a specific timeframe.

These material weaknesses will not be remediated until all necessary internal controls have been implemented, tested and determined to be operating effectively.

In addition, we may need to take additional measures to address the material weaknesses or modify the planned remediation steps, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weaknesses will not result in a material misstatement of our annual consolidated financial statements.

We have a limited history of operating as an independent company, and Vertiv’s historical financial results included elsewhere in this annual report is not necessarily representative of what Vertiv’s actual financial position or results of operations would have been as an independent company and may not be a reliable indicator of our future results.

Vertiv’s historical consolidated financial information included in this Form 10-K is not necessarily indicative of our future results of operations, financial condition or cash flows, nor does it reflect what Vertiv’s results of operations, financial condition or cash flows would have been as an independent company during the periods presented.

Our financial condition and future results of operations could be materially different from amounts reflected in Vertiv’s historical financial statements prior to the Business Combination included elsewhere in this annual report, so it may be difficult for investors to compare our future results to Vertiv’s historical results or to evaluate our relative performance or trends in our business.

In particular, Vertiv’s historical consolidated financial information included in this annual report is not necessarily indicative of our future results of operations, financial condition or cash flows primarily because of the following factors:

- Prior to the Separation in the fiscal fourth quarter of 2016, Vertiv’s business was operated by Emerson as part of its broader corporate organization, rather than as an independent company.

During such time, Emerson or one of its affiliates provided support for various corporate functions for Vertiv, such as I.T., shared services, medical insurance, procurement, logistics, marketing, human resources, legal, finance and internal audit.

- Vertiv’s historical consolidated financial results reflect the direct, indirect and allocated costs for such services historically provided by Emerson prior to the Separation, and these costs may significantly differ from the comparable expenses Vertiv would have incurred as an independent company;

- Prior to the Separation, Vertiv’s working capital requirements and capital expenditures historically were satisfied as part of Emerson’s corporate-wide cash management and centralized funding programs, and Vertiv’s cost of debt and other capital may significantly differ from that which is reflected in Vertiv’s historical combined financial statements for the periods prior to the Separation;

- Vertiv’s historical combined financial information for the periods prior to the Separation may not fully reflect the costs associated with the Separation, including the costs related to being an independent company;

- Vertiv’s historical combined financial information for the periods prior to the Separation does not reflect Vertiv’s obligations under the various transitional and other agreements that Vertiv entered into with Emerson in connection with the Separation; and these historical combined financial results reflect the direct, indirect and allocated costs for such services historically provided by Emerson, and these costs may significantly differ from the comparable expenses Vertiv would have incurred as an independent company; and

- Vertiv’s business was integrated with that of Emerson and, prior to the Separation, Vertiv benefited from Emerson’s size and scale in costs, employees and vendor and customer relationships.

Thus, costs we will incur as an independent company may significantly exceed comparable costs Vertiv would have incurred as part of Emerson and some of our customer relationships may be weakened or lost.

Please refer to “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the notes to those statements included elsewhere in this annual report.

satisfaction of certain other conditions).

We expect to retain the benefit of the remaining 35% of these cash tax savings.

The payments described in (i) and (ii) above will generally be deferred until the close of our third taxable year following the closing of the Business Combination and will be payable over the following nine taxable years.

The payments described in (iii) above will generally be deferred until the close of our fourth taxable year following the closing of the Business Combination and will be payable ratably over the following three taxable years regardless of whether we actually realize such tax benefits in such years.

Under certain circumstances (including a material breach of our obligations, certain actions or transactions constituting a change of control, a divestiture of certain assets, upon the end of the term of the Tax Receivable Agreement or after three years, at our option), payments under the Tax Receivable Agreement will be accelerated and become immediately due.

In such case, the payments due upon acceleration would be based on the present value of our anticipated future tax savings using certain valuation assumptions, including that we will generate sufficient taxable income to fully utilize the applicable tax assets and attributes covered under the Tax Receivable Agreement (or, in the case of a divestiture of certain assets, the applicable tax attributes relating to such assets).

While the timing of any payments under the Tax Receivable Agreement will vary depending upon the amount and timing of our taxable income, we expect that the payments that we will be required to make under the Tax Receivable Agreement could be substantial.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and such tax reporting positions are subject to challenge by taxing authorities.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated* *financial statements and the notes thereto included elsewhere in this Annual [removed: Report on Form 10-K.*][added: Report.*]

Below is a summary of selected key [added: operational] developments affecting our business [removed: since December 31, 2019:][added: in 2021:]

[added: -] All public warrants [added: previously outstanding] were exercised or redeemed as of January [removed: 22,] [added: 19, 2021, generating $156.5 of cash in December 2020 and $107.5 in January] 2021.

Year ended December 31, [removed: 2020] [added: 2021] compared to year ended December 31, [removed: 2019][added: 2020]

| *(Dollars in millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | [removed: | | | | | |]

| Selling, general and administrative expenses | | | [removed: 1,008.4] [added: 1,109.0] | | | | | | [removed: 1,100.8] [added: 1,008.4] | | | | | | [removed: (92.4)] [added: 100.6] | | | | | | [removed: (8.4)] [added: 10.0] | | % | [removed: | | | | | |]

| Loss on extinguishment of debt | | | [removed: 174.0 | | | | | | —] [added: 0.4] | | | | | | 174.0 | | | | | | [removed: —] [added: (173.6)] | | [removed: %] | | | | [added: (99.8)] | | [added: %] |

| Interest expense, net | | | [removed: 150.4] [added: 90.6] | | | | | | [removed: 310.4] [added: 150.4] | | | | | | [removed: (160.0)] [added: (59.8)] | | | | | | [removed: (51.5)] [added: (39.8)] | | % | [removed: | | | | | |]

By offering, critical infrastructure & solutions sales [removed: decreased $9.8] [added: increased $465.8] including the [removed: negative] [added: positive] impacts from [added: E&I sales of $67.4 and] foreign currency of [removed: $20.7.][added: $50.7.]

Services & spares sales [removed: decreased $13.3, offset by] [added: increased $121.6, including the] positive impacts from foreign currency of [removed: $0.1.][added: $20.1.]

Integrated rack solutions sales [removed: decreased $37.5] [added: increased $40.1] including the [removed: negative] [added: positive] impacts from foreign currency of [removed: $3.9.][added: $11.7.]

Excluding intercompany sales, net sales were [removed: $2,040.6] [added: $2,187.4] in the Americas, [removed: $1,368.4] [added: $1,609.0] in Asia Pacific and [removed: $961.6] [added: $1,201.7] in EMEA.

The [removed: decrease] [added: increase] in cost of sales was primarily due to the flow-through impact of [removed: lower] [added: higher] net sales [removed: volume, manufacturing productivity, pricing] [added: volume] and [removed: favorable mix.][added: increased commodity and logistic costs.]

Selling, general and administrative expenses (SG&A) were [removed: $1,008.4] [added: $1,109.0] in [removed: 2020, a decrease] [added: 2021, an increase] of [removed: $92.4] [added: $100.6] compared to [removed: 2019.][added: 2020.]

[removed: Earnings Before Interest & Income Taxes][added: - forecasted earnings before interest, taxes, and amortization;]

Interest expense, net, was [removed: $150.4] [added: $90.6] in [removed: 2020] [added: 2021] compared to [removed: $310.4] [added: $150.4] in [removed: 2019.][added: 2020.]

The [removed: $160.0] [added: $59.8] decrease [removed: is] [added: was] primarily due to [removed: the] [added: a $25.4] reduction in [removed: outstanding borrowings] [added: interest expense] resulting from the [removed: business combination, and] [added: repayment of indebtedness in 2020, a $26.2 decrease related to] lower interest rates secured through the debt refinancing, as described in [removed: Note 5] [added: "Note 6 - Debt"] to the consolidated financial statements, [removed: offset by an increase of $21.3 due to] [added: a $16.8 decrease in] accretion [removed: on] [added: expense associated with] the Tax Receivable [removed: Agreement] [added: Agreement,] and [removed: $6.4 related] [added: partially offset by a $4.2 increase due] to net settlement payments on the Company's interest rate swaps.

The effective [added: tax] rate [removed: in] [added: includes] the [removed: year-to-date period is] [added: benefit of certain internal reorganizations and tax elections outside the U.S. In 2020, income tax expense was] primarily influenced by the mix of income between our U.S. and non-U.S. operations, [added: net of] changes in valuation [removed: allowance for U.S. and non-U.S. jurisdictions, the GILTI provisions of the Tax Cuts and Jobs Act ("the Tax Cuts] [added: allowances] and [removed: Jobs Act"), remeasurement] [added: uncertain tax positions,] and [removed: legislative changes impacting the] [added: discrete tax benefits related to a change in our] indefinite reinvestment [removed: liability, discrete] [added: liability caused by legislative] changes [removed: in certain non-US valuation allowances] and [removed: changes] [added: movement] in [removed: the liability for uncertain tax positions.][added: foreign currencies.]

The following [removed: is detail of] [added: are] business segment results for the [removed: year] [added: years] ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Segment margin represents segment [removed: earnings] [added: operating profit (loss)] expressed as a percentage of segment net sales.

For reconciliations of segment net sales and earnings to the Company’s consolidated results, see [removed: Note] [added: "Note] 14 — [removed: "Segment] [added: Segment] Information", of the Company's [added: condensed] consolidated financial statements.

| *(Dollars in millions)* | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | | | | | | |

By offering, net sales [removed: decreased for] [added: improved in] all offering categories, [removed: represented by declines] [added: including increases] in critical infrastructure & [removed: solutions of $151.4, services] [added: solutions, service] & [removed: spares of $27.2,] [added: spares,] and integrated rack solutions of [removed: $9.9.][added: $209.4, $23.9, and $6.8 respectively.]

[added: Additionally,] Americas net sales were [removed: negatively] [added: positively] impacted by foreign currency [removed: by] [added: of] approximately [removed: $29.3.][added: $3.9.]

| *(Dollars in millions)* | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | | | | | | |

Additionally, Asia Pacific net sales were [removed: negatively] [added: positively] impacted by foreign currency of approximately [removed: $3.6.][added: $61.5.]

| *(Dollars in millions)* | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | |

Sales increases were primarily due to [removed: increased demand from] [added: deployment of] large [removed: Colocation providers.][added: colocation data centers, the global recovery from COVID-19, and E&I sales of $45.7.]

Additionally, [removed: Europe, Middle East & Africa] [added: EMEA] net sales were positively impacted by foreign currency of approximately [removed: $8.4.][added: $17.1.]

Corporate and other costs were [removed: $616.1] [added: $504.8] and [removed: $369.3] [added: $431.4] in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

[removed: In addition to the cash inflow generated from the closing of the merger with GSAH, we] [added: We] believe that net cash provided by operating activities, augmented by [added: our] long-term debt arrangements [added: discussed below] and [removed: the] ABL Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage our capital structure on a short- and long-term basis.

We [removed: expect to continue] [added: may also from time] to [added: time] opportunistically access the capital markets and financing markets [removed: from time] to [removed: time.][added: optimize our capital structure subject to prevailing markets conditions.]

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $534.6] [added: $439.1] in cash and cash equivalents, which includes amounts held outside of the U.S., primarily in Europe and Asia.

At December 31, [removed: 2020,] [added: 2021,] Vertiv Group and certain other subsidiaries of the Company had [removed: $434.2] [added: $435.6] of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of [removed: $20.8,] [added: $19.4,] and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

See [removed: Note 5] [added: "Note 6] — [removed: "Debt"] [added: Debt"] of the consolidated financial statements of the long-term debt arrangements issued by the Company with certain of our subsidiaries named as guarantors or co-borrowers.

Year ended December 31, [removed: 2020] [added: 2021] compared to year ended December 31, [removed: 2019][added: 2020]

| *(Dollars in millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | | | |

| Net cash provided by (used for) operating activities | | | $ | [removed: 208.9] [added: 210.9] | | | | | $ | [removed: 57.5] [added: 208.9] | | | | | $ | [removed: 151.4] [added: 2.0] | | | | | [removed: 263.3] [added: 1.0] | | % | | | |

| Net cash used for investing activities | | | [removed: (45.7)] [added: (1,216.8)] | | | | | | [removed: (65.3)] [added: (45.7)] | | | | | | [removed: 19.6] [added: (1,171.1)] | | | | | | [removed: (30.0)] [added: 2,562.6] | | | | | |

- In March 2021, we, through our subsidiary Vertiv Group Corporation, a Delaware corporation (the “Borrower”) amended our existing Term Loan Credit Agreement with Citibank, N.A., to, among other things, reduce the interest rate margin for the Borrower’s outstanding term loans under the Term Loan Credit Agreement by 0.25%, to 2.75% in respect of term loans bearing interest based on the LIBOR rate and to 1.75% in respect of term loans bearing interest based on a base rate defined in the Term Loan Credit Agreement.

- On November 1, 2021, we, along with certain of our domestic and international subsidiaries, acquired E&I Engineering Ireland Limited, a private company limited by shares incorporated in Ireland, and Powerbar Gulf LLC – Foreign Direct Investment, a non-freezone limited liability company incorporated and registered in Ras Al Khaimah Economic Zone-Government of Ras Al Khaimah, (the “E&I Acquisition"), for an aggregate purchase price of $1,775.7 in upfront consideration plus an additional $200.0 in cash, with the additional consideration subject to achieving certain future profit milestones.

The gross consideration of $1,775.7, consisted of $1,163.7 in cash, approximately $601.1 of Vertiv common stock, equating to 23.1 million shares of Vertiv common stock, $7.4 of contingent consideration and $3.5 of other adjustments.

- In conjunction with the E&I Acquisition, on October 22, 2021, we completed an offering of $850.0 aggregate principal amount Senior Secured Notes due 2028 in a private placement at par, which bear interest at 4.125% per annum and mature on November 15, 2028.

Outlook and Trends

Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook:

- COVID-19 Pandemic: Unprecedented measures have been taken by governments and businesses to address the COVID-19 pandemic.

These measures have included periodic shelter-in-place orders, restrictions on travel and business operations, temporary closures of businesses, quarantines, and attempts to institute various regulatory requirements.

As a result of this pandemic, global economic activity has been significantly impacted, causing volatility and disruption in global financial markets.

These responsive measures taken by many countries have affected, and could in the future materially impact, the Company’s business, results of operations, financial condition and stock price.

- The extent of the continuing impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including, without limitation, the extent, timing and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the imposition of protective public safety measures; and the impact of the pandemic on the global economy and demand for products.

Refer to Part I, Item 1A of this Form 10-K under the heading “Risk Factors,” for more information.

The Company continues to monitor the situation and will take further actions as may be required by federal, state, or local governmental authorities, or that we determine are in the best interests of our associates, customers, and shareholders.

- Supply Chain Constraints and Cost Increases: During 2021, aspects of the Company’s business continued to be affected by the COVID-19 pandemic as well as increased costs for materials, freight and labor.

Despite strong market demand, supply chain challenges continued, with critical part shortages driving the need for additional spot buys at increased costs, and costs associated with premium freight to meet customer commitments.

These issues were exacerbated by failure to accurately forecast increases in costs due to inflation and translate such increases into changes in the prices we charge our customers.

Additionally, logistical issues have significantly delayed the receipt of materials and, in some cases, the Company cannot procure critical parts at any price, creating production and delivery challenges pressuring the top and bottom line.

The Company has taken actions to improve our ability to forecast inflationary headwinds and reflect anticipated cost increases in our prices and will continue to take actions to address shortages and inflationary pressures, which are expected to continue throughout 2022.

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

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

| Net sales | | | $ | 4,998.1 | | | | | $ | 4,370.6 | | | | | $ | 627.5 | | | | | 14.4 | | % |

| Cost of sales | | | 3,475.4 | | | | | | 2,896.9 | | | | | | 578.5 | | | | | | 20.0 | | % |

| Gross profit | | | 1,522.7 | | | | | | 1,473.7 | | | | | | 49.0 | | | | | | 3.3 | | % |

| Amortization of intangibles | | | 144.3 | | | | | | 128.7 | | | | | | 15.6 | | | | | | 12.1 | | % |

| Restructuring costs | | | 1.4 | | | | | | 73.9 | | | | | | (72.5) | | | | | | (98.1) | | % |

| Foreign currency (gain) loss, net | | | 3.2 | | | | | | 26.0 | | | | | | (22.8) | | | | | | (87.7) | | % |

| Asset impairments | | | 8.7 | | | | | | 21.7 | | | | | | (13.0) | | | | | | (59.9) | | % |

| Other operating expense (income) | | | (3.8) | | | | | | 1.5 | | | | | | (5.3) | | | | | | (353.3) | | % |

| Operating profit (loss) | | | 259.9 | | | | | | 213.5 | | | | | | 46.4 | | | | | | 21.7 | | % |

| Gain on tax receivable agreement | | | (59.2) | | | | | | — | | | | | | (59.2) | | | | | | 100.0 | | % |

| Change in fair value of warrant liabilities | | | 61.9 | | | | | | 143.7 | | | | | | (81.8) | | | | | | (56.9) | | % |

| Income tax expense | | | 46.6 | | | | | | 72.7 | | | | | | (26.1) | | | | | | (35.9) | | % |

| Net income (loss) | | | $ | 119.6 | | | | | $ | (327.3) | | | | | $ | 446.9 | | | | | (136.5) | | % |

Net sales were $4,998.1 in 2021, an increase of $627.5, or 14.4%, compared with $4,370.6 in 2020.

The increase in sales was primarily driven by demand gains across each of the Company's product and service offerings, positive impacts from foreign currency of $82.5, E&I sales of $67.4 and the impact of global economic recovery from the COVID-19 pandemic.

Cost of sales were $3,475.4 in 2021, an increase of $578.5, or 20.0% compared to 2020.

Gross profit was $1,522.7 in 2021, or 30.5% of sales, compared to $1,473.7, or 33.7% of sales in 2020.

SG&A as a percentage of sales were 22.2% in 2021 compared with 23.1% in 2020.

The increase in SG&A was primarily driven by $39.4 merger and acquisition costs associated with the acquisition and integration of E&I, $18.7 related to litigation settlement costs, one time fixed cost reduction actions undertaken in 2020 in response to the COVID-19 pandemic, including discretionary spending cuts, that resulted in approximately $30.0 of cost savings, which were offset by one-time transaction related bonuses in 2020.

Other Operating Expenses

- On February 7, 2020, the Company (formerly known as GSAH), consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (the “Merger Agreement”), by and among the Company, Vertiv, a Delaware limited liability company, VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“First Merger 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 Vertiv, with Vertiv continuing as the surviving entity (the “First Merger”) and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC” (collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”).

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.

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.

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

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

| Net sales | | | $ | 4,370.6 | | | | | $ | 4,431.2 | | | | | $ | (60.6) | | | | | (1.4) | | % | | | | | | |

| Cost of sales | | | 2,896.9 | | | | | | 2,978.2 | | | | | | (81.3) | | | | | | (2.7) | | % | | | | | | |

| Gross profit | | | 1,473.7 | | | | | | 1,453.0 | | | | | | 20.7 | | | | | | 1.4 | | % | | | | | | |

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

| Other deductions, net | | | 251.8 | | | | | | 146.1 | | | | | | 105.7 | | | | | | 72.3 | | % | | | | | | |

| Earnings before interest & income taxes | | | 39.5 | | | | | | 206.1 | | | | | | (166.6) | | | | | | (80.8) | | % | | | | | | |

| Income tax expense (benefit) | | | 72.7 | | | | | | 36.5 | | | | | | 36.2 | | | | | | 99.2 | | % | | | | | | |

Information relating to market risks is presented in [removed: Note 11 “Financial] [added: “Note 12 - Financial] Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.

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

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

The Company is exposed to certain market risks, including the impact of changes in foreign currency exchange rates, interest rates and the prices of various commodities used in the normal course of business.

To mitigate the volatility in our earnings and cash flows, the Company manages certain of our exposures through the use of various financial instruments, including some derivatives, to help us hedge our foreign currency exchange risk and interest rate risk.

The Company does not enter into such transactions for trading or speculative purposes.

A discussion of the Company’s accounting policies for derivative instruments and hedging activities, is included in “Note 1 – Summary of Significant Accounting Policies”.

Foreign Exchange Rate Risk

The Company has transactional foreign currency exposures related to buying and selling in currencies other than the local currencies in which it operates.

The Company enters into one-month foreign exchange forwards in order to mitigate European Euro and Chinese Yuan exposures on the carrying amount of foreign currency-denominated assets, liabilities, commitments, and when applicable anticipated foreign currency transactions.

As of December 31, 2021 the Company had an insignificant amount of outstanding currency hedges.

We have translation exposure resulting from translating the financial statements of foreign subsidiaries into United States Dollars.

During 2021, the Company has hedged portions of the net investment in foreign subsidiaries against fluctuations in the European Euro and Chinese Yuan through derivative financial instruments.

Interest Rate Risk

The Company is subject to market risk from exposure to changes in interest rates and cash and cash equivalents which are exposed to floating interest rates and may impact cash flow.

The Company has an ABL Revolving Credit Facility, floating rate Term Loan due 2027 and cash and cash equivalents which are exposed to floating interest rates and may impact cash flow.

As of December 31, 2021 and 2020, the Company had no borrowings on its ABL Revolving Credit Facility.

Cash and cash equivalents were $439.1 and $534.6 at December 31, 2021 and 2020, respectively.

In order to mitigate interest rate risk, the Company entered into interest rate swap agreements with an initial notional amount of $1,200.0, which reduced to $1,000.0 in 2021 and will remain at $1,000.0 until the maturity of the Term Loan Credit Agreement in 2027.

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

Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, a 100 basis point increase (decrease) in variable interest rates at December 31, 2021 and 2020 would increase our annual net interest expense by approximately $12.0 and $10.0, respectively.

Commodity Risk

We are subject to commodity risk from fluctuating prices of certain raw materials, steel, copper and aluminum and electronic components.

Additional information relating to market risks is presented in "Note 12 - Financial Instruments and Risk Management" in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.

We have a broad range of offerings, which include [added: AC and DC] power management products, thermal management products, integrated rack systems, modular solutions, and management systems for monitoring and controlling digital infrastructure.

Our most prominent brands include Liebert, NetSure, [removed: Geist] [added: Geist, E&I, Powerbar] and Avocent.

For the year ended December 31, [removed: 2020,] [added: 2021,] Vertiv’s revenue was [removed: $4,370.6,] [added: $4,998.1,] of which [removed: 47%] [added: 44%] was transacted in the Americas; [removed: 31%] [added: 32%] was transacted in Asia Pacific; and [removed: 22%] [added: 24%] was transacted in EMEA as compared with our revenue for the year ended December 31, [removed: 2019] [added: 2020] of [removed: $4,431.2,] [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%] in EMEA.

[removed: This] [added: We find that this] portion of the industry is growing rapidly.

- Colocation: These facilities range in size and offer users a location where they can place their information technology (“I.T.”) equipment, while the building and critical digital infrastructure is owned by the colocation [added: company.]

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

This market is [removed: small today,] [added: currently small,] 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.

Examples include transportation, manufacturing, oil and gas, etc. These applications are growing in their need for intelligent infrastructure and may be regulated or need to [removed: pass] [added: satisfy] some level of compliance.

The growth in this area generally [removed: tracks Gross Domestic Product.][added: aligns with gross domestic product.]

Such products include AC and DC power management, thermal management, [added: low/medium voltage switchgear, busway,] and integrated modular solutions.

To accomplish this, we have [removed: over 2,300] [added: approximately 3,000] sales people located around the world.

Vertiv’s estimated combined order backlog was approximately [removed: $1,844.8] [added: $3,191.0] and [removed: $1,401.2] [added: $1,844.8] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The following table shows estimated backlog by business segment at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

| (Dollars in millions) | | | | | | [removed: 2020] [added: December 31, 2021(1)] | | | | | | [removed: 2019] [added: December 31, 2020] | | |

| Americas | | | | | | [removed: 836.0] [added: $] | [added: 1,886.1] | | | | | $ | [removed: 701.8] [added: 836.0] | |

| Asia Pacific | | | | | | [removed: 445.9] [added: 484.2] | | | | | | [removed: 297.3] [added: 445.9] | | |

| EMEA | | | | | | [removed: 562.9] [added: 820.7] | | | | | | [removed: 402.1] [added: 562.9] | | |

| Total Backlog | | | | | | $ | [removed: 1,844.8] [added: 3,191.0] | | | | | $ | [removed: 1,401.2] [added: 1,844.8] | |

The vast majority of the combined backlog as of December 31, [removed: 2020] [added: 2021] is considered firm and is expected to be shipped within one year.

In [removed: 2020,] [added: 2021,] Vertiv spent [removed: $228.6] [added: $266.4] on Research and Development (“R&D”).

Being able to serve our customers both on a global and regional level is important, [removed: thus that is how] [added: and] we have built our manufacturing [removed: footprint.][added: footprint with that principle in mind.]

We have significant manufacturing facilities in [removed: North and South America,] [added: the Americas,] Asia Pacific and EMEA.

Our manufacturing facilities are supported by regional engineering and configuration centers where, if our customers desire, we can tailor our products to the local market and to [removed: our] [added: a given] customer’s [added: specific] requirements.

We have established a robust supply chain that is [added: normally] complementary to our manufacturing footprint.

In addition to providing high quality service to our customers, [removed: this] [added: we follow a diversification] strategy [removed: avoids] [added: to avoid overconcentration or] a significant dependence on a particular supplier or region.

As of December 31, [removed: 2020,] [added: 2021,] we employed [removed: 20,972] [added: approximately 24,000] full-time and part-time employees.

Approximately [removed: 8%] [added: 29%] of our employees are [removed: Manufacturing Operators] [added: 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 [removed: media] [added: media,] and other communication [removed: 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.][added: platforms.]

We offer our employees competitive pay packages and [removed: 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.

We create [removed: IP] [added: intellectual property ("IP")] in our operations globally, and we [added: actively] work to protect and enforce our IP rights.

We consider our trademarks [added: to be] valuable assets, including well-known marks [added: within the industry] such as Vertiv, Geist, Liebert, Energy Labs, NetSure, [removed: Avocent] [added: E&I, Powerbar,] and [removed: Chloride.][added: Avocent.]

As of December 31, [removed: 2020] [added: 2021] Vertiv had approximately [removed: 2,600] [added: 2,700] patents and approximately [removed: 480] [added: 470] pending, published or allowed patent applications, and approximately [removed: 1,780] [added: 1,800] registered trademarks and approximately [removed: 170] [added: 200] pending trademark applications.

At sites which we own, lease or operate, or have previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, we [removed: are currently liable] [added: could incur liability] for [added: any potential] contamination, and could in the future be liable for additional contamination.

As [removed: 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 [removed: Holdings, LLC] [added: Holdings] and indirectly owns the equity interests of its subsidiaries and (b) [removed: the Vertiv Stockholder,] [added: VPE Holdings LLC, a Delaware limited liability company (the "Vertiv Stockholder"),] the sole equity owner of Vertiv Holdings prior to the Business Combination, holds [removed: 77,261,955] [added: 37,955,215] shares of our Class A common stock as of February 22, [removed: 2021.][added: 2022.]

[removed: On] [added: In connection with] the [removed: Closing Date,] [added: Business Combination,] the Company entered into the Tax Receivable Agreement, which generally [removed: provides] [added: provided] for [removed: the payment by us] [added: payments] to the Vertiv Stockholder of 65% of the cash tax savings in U.S. federal, state, local and certain foreign taxes, that we actually realize (or are deemed to realize) in periods after the closing of the Business Combination as a result of (i) increases in the tax basis of certain intangible assets of Vertiv resulting from certain pre-Business Combination acquisitions, (ii) certain U.S. federal income tax credits for increasing research activities (so-called “R&D credits”) and (iii) tax deductions in respect of certain Business Combination expenses.

For purposes of the Tax Receivable Agreement, the applicable tax savings [removed: will] [added: are] generally [removed: be] computed by comparing our actual tax liability for a given taxable year to the amount of such taxes that we would have been required to pay in such taxable year without the tax basis in the certain intangible assets, the U.S. federal income tax R&D credits and the tax deductions for certain Business Combination expenses described above.

The [added: original term of the Tax Receivable Agreement was twelve taxable years following the closing of the Business Combination, with the] payments described in [added: (i) and (ii) above being deferred until the close of our third taxable year following the closing of the Business Combination, and payments described in] (iii) above [removed: will] generally [removed: be] [added: being] deferred until the close of our fourth taxable year following the closing of the Business Combination and then payable ratably over the following three taxable year period regardless of whether we actually realize such tax benefits.

[removed: On February 7, 2020, in connection with the consummation of the Business Combination, we changed our name to “Vertiv Holdings Co.”] Our principal executive offices are located at 1050 Dearborn Drive, Columbus, Ohio, 43085, and our telephone number is (614) 888-0246.

The information found on, or that can be accessed from or that is hyperlinked to, our website does not constitute part of, and is not incorporated into, this Annual [removed: Report on Form 10-K.][added: Report.]

This Annual Report [removed: on Form 10-K] contains some of our trademarks, service marks and trade names, including, among others, Vertiv, Liebert, [removed: Chloride,] NetSure, Geist, Energy Labs, [removed: Trellis, Alber, HVM] [added: E&I, Powerbar,] and Avocent.

All other trademarks, trade names or service marks of any other company appearing in this Annual Report [removed: on Form 10-K] belong to their respective owners.

Our Company

Vertiv Holdings Co, formerly known as GS Acquisition Holdings Corp, was originally incorporated in Delaware on April 25, 2016 as a special purpose acquisition company.

On June 12, 2018, GS Acquisition Holdings Corp (“GSAH”) consummated its initial public offering (the “IPO”), following which its securities began trading on the New York Stock Exchange (the “NYSE”).

Thereafter, on February 7, 2020, (1) Crew Merger Sub I LLC, a direct, wholly-owned subsidiary of GSAH merged with and into Vertiv Holdings, LLC (“Vertiv Holdings”) with Vertiv Holdings continuing as the surviving entity, and (2) immediately thereafter, Vertiv Holdings merged with and into Crew Merger Sub II LLC, a direct, wholly-owned subsidiary of GSAH, with Crew Merger Sub II LLC continuing as the surviving entity and being renamed “Vertiv Holdings, LLC”.

This transaction is referred to as the “Business Combination”.

(1) For the year ended December 31, 2021 E&I backlog of $66.0 and $221.8 are included in Americas; and Europe, Middle East & Africa reportable segments, respectively.

Due to continued supply chain challenges globally and continued strong demand there has been an increase in customer orders placed in advance which has increased backlog by approximately $1.4 billion since 2020.

The COVID-19 pandemic has led to supply chain constraints, despite strong market demand, and we have experienced significant material, freight and labor cost increases, which are expected to continue throughout 2022.

The Company continues to take actions to address these challenges.

We also provide employee development and training programs for our employees, 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 have experienced critical part shortages supply chain constraints in addition to logistical issues which have significantly delayed receipt of materials, as well as increases in the costs of certain raw materials.

We continue to address these challenges associated with our sources, supplies and costs of raw materials.

On June 12, 2018, GSAH closed its IPO of 69,000,000 units, consisting of one share of Class A common stock and one-third of one redeemable warrant, at a price of $10.00 per unit.

Each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”).

The Public Warrants were redeemed by the Company and delisted on January 19, 2021.

The Private Placement Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by such holders on the same basis as the Public Warrant.

As of December 31, 2021, there are 10,533,333 private placement warrants outstanding.

As of February 22, 2022, the Vertiv Stockholder holds 10% of the outstanding Class A common stock.

On December 31, 2021, the Company and the Vertiv Stockholder entered into a TRA Repurchase Agreement, in which the parties agreed to amend and supplement the Tax Receivable Agreement, to replace the Company’s remaining payment obligations under the Tax Receivable agreement with an obligation to pay $100 million in cash in two equal installments, payable on or before June 15, 2022, and on or before September 15, 2022.

Upon receipt of the second installment payment, the Tax Receivable Agreement will terminate and the Company will not be required to make any further payments to the Vertiv Stockholder thereunder.

In the event of a change of control of the Company prior to delivery of the second installment payment, all unpaid installment payments (together with any accrued interest thereon) will accelerate and become payable upon the consummation of such change of control, consistent with the existing terms of the Tax Receivable Agreement.

In addition, in the event of a material breach by the Company of any of its material obligations under the TRA Repurchase Agreement, all unpaid obligations under the TRA Repurchase Agreement will accelerate and become payable immediately and will accrue interest at a rate equal to the lesser of the default rate and the maximum rate (each, as defined in the Tax Receivable Agreement) until satisfied in full.

company.

| | | | | | | As of December 31, | | | | | | | | |

We believe our sources and supplies of raw materials are adequate for our needs.

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 $690.0 before underwriting discounts and expenses.

On the Closing Date, Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp), consummated the Business Combination pursuant to that certain Merger Agreement, by and among GSAH, Vertiv Holdings, the Vertiv Stockholder, the First Merger Sub and the Second Merger Sub.

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

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, 2020.

The aggregate merger consideration paid by GSAH in connection with the consummation of the Business Combination was approximately $1,500 (the “Merger Consideration”).

The Merger Consideration was paid in a combination of cash and stock.

The amount of cash consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was $341.6.

The remainder of the consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was stock consideration (“Stock Consideration”), consisting of 118,261,955 newly-issued shares of our Class A common stock (the “Stock Consideration 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 “Tax Receivable Agreement”).

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

Cote, GSAH Investors Emp LP (the “GS ESC PIPE Investor”), a Delaware limited partnership and an affiliate of The Goldman Sachs Group, Inc., a Delaware corporation (NYSE: GS) and its affiliates (“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 “PIPE Investors”), including certain executive officers of Vertiv (the “Subscribing Vertiv Executives”), pursuant to which the PIPE Investors collectively subscribed for 123,900,000 shares of our Class A common stock (the “PIPE Shares”) for an aggregate purchase price equal to $1,239.0.

The private placement pursuant to which the PIPE Investors purchased the PIPE Shares (the “PIPE Investment”) was consummated in connection with the consummation of the Business Combination.

Each of GS Sponsor LLC, a Delaware limited liability company and an affiliate of Goldman Sachs (the “GS Sponsor Member”), Cote SPAC 1 LLC, a Delaware limited liability company managed by David M.

Cote (the “Cote Sponsor Member” and, together with the GS Sponsor Member, the “Sponsor Members”), and Mr. James Albaugh, Mr. Roger Fradin and Mr. Steven S.

Reinemund, GSAH’s independent directors prior to the Business Combination (such individuals collectively with the Sponsor Members, the “Initial Stockholders”) agreed to waive the anti-dilution adjustments provided for in GSAH’s amended and restated certificate of incorporation, dated June 7, 2018 (“GSAH’s Certificate of Incorporation”), which were applicable to GSAH’s shares of Class B common stock prior to the Business Combination.

As a result of such waiver, the 17,250,000 shares of GSAH’s 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 (such shares prior to and after such conversion, the “founder shares”).

The Amended and Restated Registration Rights Agreement provides that the Company will as soon as practicable but no later than the later of (i) 45 calendar days following the consummation of the Business Combination and (ii) 90 calendar days following the Company’s most recent fiscal year end, file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the Company’s Class A common stock and certain other equity securities of the Company held by the RRA Parties and will use its commercially reasonably efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies the Company that it will “review” such shelf registration statement and (y) the 10th business day after the date the Company is notified in writing by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review.

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 Stockholders Agreement provides that the Vertiv Stockholder may not transfer its Stock Consideration Shares until August 5, 2020, subject to exceptions allowing for certain transfers to related parties and transfers in connection with extraordinary transactions by the Company.

Except as described below, the term of the Tax Receivable Agreement will continue for twelve taxable years following the closing of the Business Combination.

However, the payments described in (i) and (ii) above will generally be deferred until the close of our third taxable year following the closing of the Business Combination.

Payments under the Tax Receivable Agreement are not conditioned on the Vertiv Stockholder’s continued ownership of our stock.

Under certain circumstances (including a material breach of our obligations, certain actions or transactions constituting a change of control, a divestiture of certain assets, upon the end of the term of the Tax Receivable Agreement or, after three years, at our option), payments under the Tax Receivable Agreement will be accelerated and become immediately due in a lump sum.

In such case, the payments due upon acceleration would be based on the present value of our anticipated future tax savings using certain valuation assumptions, including that we will generate sufficient taxable income to fully utilize the applicable tax assets and attributes covered under the Tax Receivable Agreement (or, in the case of a divestiture of certain assets, the applicable tax attributes relating to such assets).

Consequently, it is possible in these circumstances that the actual cash tax savings realized by us may be significantly less than the corresponding Tax Receivable Agreement payments we are required to make at the time of acceleration.

Furthermore, the acceleration of our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity.

Additionally, the obligation to make payments under the Tax Receivable Agreement, including the acceleration of our obligation to make payments in the event of a change of control, could make us a less attractive target for a future acquisition.

While the timing of any payments under the Tax Receivable Agreement will vary depending upon the amount and timing of our taxable income, we expect that the payments that we will be required to make under the Tax Receivable Agreement could be substantial.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and such tax reporting positions are subject to challenge by taxing authorities.

Payments made under the Tax Receivable Agreement will not be returned upon a successful challenge by a taxing authority to our reporting positions, although such excess payments made to the Vertiv Stockholder may be netted against payments otherwise to be made to the Vertiv Stockholder after our determination of such excess.

Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us.

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.

Subscription Agreements

See [removed: Note] [added: "Note] 17 – [removed: “Commitments] [added: Commitments] and Contingencies” to the consolidated financial statements for additional information.

| For the fiscal year ended December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

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

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: 2020] [added: 2021] (the last business day of the most recently completed second quarter) was approximately [removed: $3,339,190,951][added: $7,784,432,865]

As of February 22, [removed: 2021,] [added: 2022,] there were [removed: 351,440,743] [added: 375,991,964] shares of our Class A common stock, par value $0.0001, issued and outstanding.

Portions of the registrant’s definitive proxy statement for use in connection with its [removed: 2021] [added: 2022] Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [PART [removed: I.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1)] [added: I.](#id86fd717f8db47de9b77726f0dab9ec7_19)] | | | | | | | | | | | | | | | PAGE | | |

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| [PART [removed: IV.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1231)] [added: IV.](#id86fd717f8db47de9b77726f0dab9ec7_88)] | | | | | | | | | | | | | | | | | |

| [Item [removed: 15.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1238)] [added: 15.](#id86fd717f8db47de9b77726f0dab9ec7_91)] | | | [Exhibits, Financial Statement [removed: Schedules](#i92c7878a17cb4aa0b4c2d9764689eeaf_1238)] [added: Schedules](#id86fd717f8db47de9b77726f0dab9ec7_91)] | | | | | | | | | | | | [removed: [51](#i92c7878a17cb4aa0b4c2d9764689eeaf_1238)] [added: [52](#id86fd717f8db47de9b77726f0dab9ec7_91)] | | |

| [Item [removed: 16.](#i92c7878a17cb4aa0b4c2d9764689eeaf_70)] [added: 16.](#id86fd717f8db47de9b77726f0dab9ec7_175)] | | | [Form 10-K [removed: Summary](#i92c7878a17cb4aa0b4c2d9764689eeaf_1245)] [added: Summary](#id86fd717f8db47de9b77726f0dab9ec7_97)] | | | | | | | | | | | | [removed: [54](#i92c7878a17cb4aa0b4c2d9764689eeaf_1245)] [added: [54](#id86fd717f8db47de9b77726f0dab9ec7_97)] | | |

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

This Annual Report on Form 10-K [removed: contains statements that are] [added: ("Annual Report"), may contain] forward-looking [added: statements within the meaning of the Private Securities Litigation Reform Act of 1995,] and as such are not historical facts.

[removed: This includes,] [added: Such statements may include,] without limitation, [removed: statements] [added: those] regarding [removed: the] [added: our future] financial [added: performance or] position, capital structure, [removed: dividends,] indebtedness, business [added: performance,] strategy and [removed: plans] [added: plans,] and [added: expectations and] objectives of [added: Vertiv] management for future [removed: operations, including as they relate to the anticipated effects of the Business Combination (as defined herein).][added: operations.]

These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of [added: results or] performance.

When used in this Annual [removed: Report on Form 10-K,] [added: Report,] words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

When the Company discusses its strategies or plans, [removed: including as they relate to the Business Combination,] it is making projections, forecasts or forward-looking statements.

The forward-looking statements contained in this Annual Report [removed: on Form 10-K] are based on current expectations and beliefs concerning future developments and their potential effects on [removed: the Company.][added: Vertiv.]

There can be no assurance that future developments affecting [removed: the Company] [added: Vertiv] will be those that [removed: the Company] [added: Vertiv] has anticipated.

Forward-looking statements included in this Annual Report [removed: on Form 10-K] speak only as of the date of this Annual Report [removed: on Form 10-K] or any earlier date specified for such statements.

[removed: The Company] [added: Vertiv] undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond [removed: the Company’s] [added: Vertiv’s] control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

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

| | | | | | | None | | | | | | | | |

| [Item 6.](#id86fd717f8db47de9b77726f0dab9ec7_46) | | | [\[Reserved\]](#id86fd717f8db47de9b77726f0dab9ec7_46) | | | | | | | | | | | | [36](#id86fd717f8db47de9b77726f0dab9ec7_46) | | |

| [I](#id86fd717f8db47de9b77726f0dab9ec7_1088)[tem 9C.](#id86fd717f8db47de9b77726f0dab9ec7_1088) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#id86fd717f8db47de9b77726f0dab9ec7_1088) | | | | | | | | | | | | [51](#id86fd717f8db47de9b77726f0dab9ec7_1088) | | |

Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time.

- Failure of product offerings yielding legal liability and damage to the Company's reputation and brands;

- Failure to properly address legal compliance issues, particularly those related to imports/exports and foreign operations;

- Risks related to sustainability and environmental, social, and governance (ESG) issues;

*•*Volatility of the end markets we serve may impact ability to grow and manage growth profitably;

- Risk related to the increase in Class A common stock upon the exercise of outstanding warrants;

- Increased volatility in our net income (loss) due to the valuation of our Warrants;

(Dollars in millions except for per share data and as otherwise noted)

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

| [Item 6.](#i92c7878a17cb4aa0b4c2d9764689eeaf_1119) | | | [Selected Financial Data](#i92c7878a17cb4aa0b4c2d9764689eeaf_1119) | | | | | | | | | | | | [37](#i92c7878a17cb4aa0b4c2d9764689eeaf_1119) | | |

EXPLANATORY NOTE

Vertiv Holdings Co, formerly known as GS Acquisition Holdings Corp, was originally incorporated in Delaware on April 25, 2016 as a special purpose acquisition company 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.

On June 12, 2018, GSAH (as defined below) consummated its initial public offering (the “IPO”), following which its securities began trading on the New York Stock Exchange (the “NYSE”).

On February 7, 2020 (the “Closing Date”), Vertiv Holdings Co consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (the “Merger Agreement”), by and among GSAH, Vertiv Holdings, LLC, a Delaware limited liability company (“Vertiv Holdings”), VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“First Merger 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 Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the “First Merger”) 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” (the “Second Merger” and, collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”).

In connection with the Business Combination, GS Acquisition Holdings Corp changed its name to Vertiv Holdings Co and changed the trading symbols for its units, each unit representing one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock, that were issued in the IPO (less the number of units that have been separated into the underlying shares of Class A common stock (the “public shares”) and underlying warrants (the “public warrants”) upon the request of the holder thereof) (the “units”), Class A common stock and public warrants on the NYSE from “GSAH.U,” “GSAH” and “GSAH WS,” and to “VERT.U,” “VRT” and “VRT WS,” respectively.

As a result of the Business Combination, Vertiv Holdings Co became the owner, directly or indirectly, of all of the assets of Vertiv and its subsidiaries, and the Vertiv Stockholder holds a portion of the Company’s Class A common stock.

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.

This Annual Report on Form 10-K principally describes the business and operations of the Company following the Business Combination.

- The Company’s limited history of operating as an independent company;

- The unpredictability of the Company’s future operational results, including our ability to grow and manage growth profitably;

- Our ability to maintain our listing on the NYSE and comply with listing requirements;

These risk factors may be important to understanding other statements in this Annual Report on Form 10-K.

Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.

The Company maintains offices and manufacturing facilities at approximately [removed: 355] [added: 300] locations in 45 countries.

PART II.

Our units and [removed: warrants] [added: Warrants] previously traded on the NYSE under the symbols “VERT.U” and [removed: VRT] [added: "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 [removed: public warrants.][added: Public Warrants.]

As of February 22, [removed: 2021,] [added: 2022,] there were [removed: 60] [added: 46] holders of record of the Company's common shares.

We are a holding company without any direct operations and have no significant assets other than our ownership interest in [removed: Second Merger Sub.][added: Vertiv Holdings, LLC.]

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, [removed: 2020] [added: 2021] to the returns of the S&P MidCap 400 and Russell 1000.

[removed: ][added: ]

| Company / Index | | | 7/30/2018 | | | | | | 12/31/2018 | | | | | | 12/31/2019 | | | | | | 12/31/2020 | | | [added: | | | 12/31/2021 | | |]

On November 4, 2021, Vertiv declared an annual dividend of $0.01 per share, paid on December 16, 2021 to the Company’s shareholders of record, as of December 1, 2021, including holders of record of the Company’s units.

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

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

| Vertiv Holdings Co. | | | 100.0 | | | | | | 99.5 | | | | | | 112.0 | | | | | | 189.6 | | | | | | 253.7 | | |

| S&P MidCap 400 Index | | | 100.0 | | | | | | 85.2 | | | | | | 107.5 | | | | | | 122.2 | | | | | | 152.5 | | |

| Russell 1000 Index | | | 100.0 | | | | | | 90.0 | | | | | | 118.2 | | | | | | 143.0 | | | | | | 180.9 | | |

From June 8, 2018 until the consummation of the Business Combination on February 7, 2020, our units traded on the NYSE under the symbol “GSAH.U.” From July 30, 2018 until the consummation of the Business Combination on February 7, 2020, our Class A common stock and warrants traded on the NYSE under the symbols “GSAH” and “GSAH WS,” respectively.

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.

Securities authorized for issuance under equity compensation plans

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.

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

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

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

| Equity compensation plans approved by security holders | | | | | | | | | | | |

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

| Equity compensation plans not approved by security holders | | | | | | | | | | | |

| 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.

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

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

| 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 | | |

None.

Not Applicable.

Not Applicable

[removed: Evaluation of Disclosure] [added: Disclosure] Controls and Procedures

[removed: The term "disclosure controls and procedures" is defined in Rules 13a-15(e)] [added: Based upon that evaluation, our Chief Executive Officer] and [removed: 15d-15(e) of the Securities Exchange Act of 1934] [added: Chief Financial Officer have concluded that,] as [removed: "controls] [added: of December 31, 2021, our disclosure controls] and [removed: other] procedures [removed: of an issuer that are designed to ensure] [added: were effective in ensuring] that [added: material] information [added: for the Company, including its consolidated subsidiaries,] required to be disclosed by the [removed: issuer] [added: Company] in [removed: the] reports that it files or submits under the [added: Exchange] Act is recorded, processed, summarized and [removed: reported,] [added: reported] within the time periods specified in the [removed: Securities and Exchange Commission’s] [added: SEC’s] rules and [removed: forms." Our disclosure controls] [added: forms,] and [removed: procedures are designed to ensure] that [removed: material information relating to us and our consolidated subsidiaries] [added: it] is accumulated and communicated to [removed: our] management, including our [removed: President and Chief Executive Officer] [added: principal executive] and [removed: our Chief Financial Officer,] [added: financial officers, or persons performing similar functions,] as appropriate to allow timely decisions regarding [removed: our] required [removed: disclosures.][added: disclosure.]

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, [removed: 2020] [added: 2021] (the end of the period covered by this Annual [removed: Report on Form 10-K).][added: Report).]

[removed: Management’s] [added: Management] Report on Internal Control over Financial Reporting

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on criteria established in the Internal Control-Integrated Framework in 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[added: The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by] Ernst & Young LLP, an independent registered public accounting firm, [removed: has audited the Company’s consolidated financial statements and has issued an adverse] [added: as stated in their] report [removed: on the effectiveness of internal control over financial reporting,] which [removed: is included herein.][added: appears in this Annual Report.]

[removed: We continue] [added: The Company designed and implemented internal controls] to [removed: make progress on] [added: remediate the material weaknesses that existed as of December 31, 2020, with respect to] our [added: controls over] automated and manual business process controls, including reports generated from [removed: these] [added: our] IT systems, that are dependent upon the completeness and accuracy of information from the affected [removed: GITC material weakness.][added: general information technology controls.]

[removed: Changes] [added: Remediation of Material Weakness] in Internal Control [removed: over] [added: Over] Financial Reporting

[removed: With the exception of the foregoing remediation actions and the changes] [added: Except as] described in [removed: the previous section,] [added: Item 9A,] there have been no [removed: changes] [added: change] in [removed: our] [added: the Company's] internal control over financial reporting during the year ended December 31, [removed: 2020] [added: 2021] that [removed: have] materially [removed: affected] [added: affected,] or [removed: are] [added: is] reasonably likely to materially [removed: affect our] [added: affect, the Company's] internal control over financial reporting.

We have audited Vertiv Holdings Co’s [removed: (the Company)] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: because of the effect of the] [added: Vertiv Holdings Co (the Company) maintained, in all] material [removed: weaknesses described below on the achievement of the objectives of the control criteria, the Company has not maintained] [added: respects,] effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] consolidated balance sheets [added: of the Company] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of [removed: earnings (loss),] comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related [removed: notes.][added: notes and our report dated March 1, 2022, expressed an unqualified opinion thereon.]

The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 excluded E&I which was acquired by the Company in the fourth quarter of 2021.

Total assets and totals sales recorded by the Company related to this acquisition represented 28.7% (inclusive of acquired intangible assets), and 1.3%, respectively, of Vertiv’s consolidated balances, as of and for the year ended December 31, 2021.

Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.

We implemented new, relevant IT systems; improved IT change management policies and procedures; implemented proper segregation of duties; and implemented dedicated controls over our IT systems and general information technology controls.

With respect to our controls over financial reporting we have re-designed internal controls processes; expanded our Finance, Accounting and Reporting and Information Technology teams with experienced and qualified resources; and, implemented a risk-based internal controls plan with enhanced process documentation.

These changes and the remediation of the material weaknesses identified as of December 31, 2020, were completed during the year ended December 31, 2021.

Based on these remediation efforts, the Company has concluded that its internal control over financial reporting was effective as of December 31, 2021.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of E&I (as defined in Note 2), which is included in the 2021 consolidated financial statements of the Company and constituted 28.7% of total assets (inclusive of acquired intangible assets) as of December 31, 2021 and 1.3% of total sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of E&I.

March 1, 2022

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).

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*

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.

A material weakness is a deficiency, or 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.

The following material weaknesses have been identified and included in management’s assessment.

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 were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and this report does not affect our report dated March 1, 2021, which expressed an unqualified opinion thereon.

March 1, 2021

PART III.

Not applicable.

PART III.

“Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after our fiscal year end of December 31, [removed: 2020] [added: 2021] (the “Proxy Statement”).

Securities authorized for issuance under equity compensation plans

The following table provides information as of December 31, 2021 with respect to our shares of Class A common stock issuable under our equity compensation plans.

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

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

| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, Warrants and rights | | | | | | Weighted-average exercise price of outstanding options, Warrants and rights (1) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) | | |

| Equity compensation plans approved by security holders | | | | | | | | | | | | | | | | | |

| Vertiv Holdings Co 2020 Stock Incentive Plan | | | 12,020,105 | | | | | | 14.56 | | | | | | 30,416,663 | | |

| Equity compensation plans not approved by security holders | | | | | | | | | | | | | | | | | |

| Total | | | 12,020,105 | | | | | | 14.56 | | | | | | 30,416,663 | | |

(1)The calculation of the weighted average exercise price does not include 3,657,389 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.

This number is inclusive of 10.3 million shares authorized in 2021 pursuant to the plan.

See Index to Consolidated Financial Statements appearing on page [removed: 57.][added: [57](#id86fd717f8db47de9b77726f0dab9ec7_103).]

| [removed: 3.2] [added: 3.3] | | | | | | [Amended and Restated Bylaws of Vertiv Holdings 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) | | | | | | | | |

| [removed: 4.1] [added: 4.3] | | | | | | [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, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex41.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)] | | | | | | | | |

| [removed: 4.2] [added: 4.4] | | | | | | [Specimen Class A Common Stock Certificate (incorporated by reference to [removed: 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] [added: Exhibit 4.2] to the [removed: 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] [added: Company’s Current Report] on [removed: 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,] [added: Form 8-K,] filed with the SEC [removed: 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)[,] [added: on February 7,] 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm) | | | | | | | | |

| [removed: 4.3] [added: 4.5] | | | | | | [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, 2018).](https://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex44.htm) | | | | | | | | |

| [removed: 4.4] [added: 4.1] | | | | | | [Indenture, dated as of October [removed: 17, 2016,] [added: 22, 2021,] by and [removed: between] [added: among] Vertiv Group [removed: Corporation (f/k/a/ Cortes NPA Acquisition Corporation)] [added: Corporation, the guarantors party thereto] and [removed: The Bank of New York Mellon Trust Company,] [added: UMB Bank,] N.A., as trustee [added: and collateral agent] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.1] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex44.htm)] [added: October 27, 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex41.htm)] | | | | | | | | |

| [removed: 4.5] [added: 10.11] | | | | | | [removed: [First Supplemental Indenture,] [added: [Revolving Credit Agreement,] dated as of November 30, 2016, by and [removed: between] [added: among] Vertiv [added: Intermediate Holding II Corporation (f/k/a Cortes NP Intermediate Holding II Corporation), Vertiv] Group Corporation (f/k/a Cortes NP Acquisition Corporation), [added: as lead borrower,] the [removed: guarantors] [added: other borrowers] party [removed: thereto and The Bank of New York Mellon Trust Company,] [added: thereto, the lenders party thereto, JPMorgan Chase Bank,] N.A., as [removed: trustee] [added: administrative agent, and the collateral agents party thereto] (incorporated by reference to Exhibit [removed: 4.5] [added: 10.19] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex45.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1019.htm)] | | | | | | | | |

| [removed: 4.6] [added: 10.13] | | | | | | [removed: [Second Supplemental Indenture,] [added: [Amendment No. 2 to Revolving Credit Agreement,] dated as of October [removed: 27, 2017,] [added: 19, 2018,] by and [added: among] Vertiv [added: Intermediate Holding II Corporation, Vertiv] Group Corporation, [added: as lead borrower,] the [removed: guarantors] [added: other borrowers] party [removed: thereto] [added: thereto, the lenders party thereto,] and [removed: The Bank of New York Mellon Trust Company,] [added: JPMorgan Chase Bank,] N.A., as [removed: trustee] [added: administrative agent] (incorporated by reference to Exhibit [removed: 4.6] [added: 10.21] to [removed: 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] [added: the Company’s Current Report] on [removed: 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,] [added: Form 8-K,] filed with the SEC [removed: 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: on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1021.htm)] | | | | | | | | |

| [removed: 4.7] [added: 10.2] | | | | | | [removed: [Indenture,] [added: [Tax Receivable Agreement,] dated [removed: as of] February [removed: 9, 2017,] [added: 7, 2020,] by and between Vertiv [removed: Intermediate] Holding [removed: Corporation] [added: Co] and [removed: The Bank of New York Mellon Trust Company, N.A., as trustee] [added: VPE Holdings, LLC] (incorporated by reference to Exhibit [removed: 4.7] [added: 10.4] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex47.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex104.htm)] | | | | | | | | |

| [removed: 4.8] [added: 10.4] | | | | | | [removed: [First Supplemental Indenture, dated as] [added: [2020 Stock Incentive Plan] of [removed: October 27, 2017, by and between] Vertiv [removed: Intermediate Holding Corporation] [added: Holdings Co] and [removed: The Bank of New York Mellon Trust Company, N.A., as trustee] [added: its Affiliates] (incorporated by reference to Exhibit [removed: 4.8] [added: 10.5] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex48.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex105.htm)] | | | | | | | | |

| [removed: 10.1] [added: 10.10] | | | | | | [Form of [removed: Subscription] [added: Indemnification] Agreement (incorporated by reference to Exhibit [removed: 10.1] [added: 10.11] to the Company’s Current Report on Form [removed: 8-K/A,] [added: 8-K,] filed with the SEC on [removed: December 13, 2019).](https://www.sec.gov/Archives/edgar/data/1674101/000119312519314046/d614628dex101.htm)] [added: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1011.htm)] | | | | | | | | |

| [removed: 10.2] [added: 4.6] | | | | | | [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 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) | | | | | | | | |

| [removed: 10.3] [added: 10.1] | | | | | | [Stockholders Agreement, dated February 7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC and VPE Holdings, 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) | | | | | | | | |

| [removed: 10.4] [added: 10.8] | | | | | | [removed: [Tax Receivable Agreement, dated February 7, 2020, by and between Vertiv Holding] [added: [Vertiv Holdings] Co [removed: and VPE Holdings, LLC] [added: Executive Employment Policy] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.9] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex104.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex109.htm)] | | | | | | | | |

| [removed: 10.5] [added: 10.5] | | | | | | [removed: [2020] [added: [Form of] Stock [added: Option Award Agreement under the 2020 Stock] Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K,] [added: 10-K,] filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex105.htm)] [added: March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex106.htm)] | | | | | | | | |

| [removed: 10.6] [added: 10.6] | | | | | | [Form of [added: Restricted] Stock [removed: Option Award] [added: Unit] Agreement under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex106.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex107.htm)] | | | | | | | | |

| [removed: 10.7] [added: 10.20] | | | | | | [Form of Restricted Stock Unit [added: (RSU)] Agreement for [removed: Special One-Time Long-Term Incentive (LTI) Award] [added: Non-Executive Employees] under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit [removed: 10.7 to] [added: 10.26 of] the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex107.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-26.htm)] | | | | | | | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Vertiv Holdings Co Executive Change of Control 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) | | | | | | | | |

| [removed: 10.9] [added: 10.9] | | | | | | [removed: [Vertiv Holdings Co] [added: [Form of] Executive [removed: Employment Policy] [added: Offer Letter] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex109.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm)] | | | | | | | | |

| [removed: 10.10] [added: 4.2] | | | | | | [Form of [removed: Executive Offer Letter] [added: 4.125% Senior Secured Note due 2028] (incorporated by reference to Exhibit [removed: 10.10] [added: 4.2] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm)] [added: October 27, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521308643/d246329dex41.htm)] | | | | | | | | |

| [removed: 10.11] [added: 10.21] | | | | | | [Form [removed: of Indemnification Agreement (incorporated] [added: of](http://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm) [Director Stock Option Award Agreement](http://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm) [](http://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm)[(incorporated] by reference to Exhibit [removed: 10.11 to] [added: 10.29 of] the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K,] [added: 10-K,] filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1011.htm)] [added: March 1, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm)] | | | | | | | | |

| [removed: 10.12] [added: 10.3] | | | | | | [removed: [Investment Management Trust] [added: [TRA Repurchase] Agreement, dated [removed: June 7, 2018,] [added: as of December 31, 2021,] by and between [removed: Wilmington Trust, N.A. and GS Acquisition] [added: Vertiv] Holdings [removed: Corp (incorporated] [added: Co and VPE Holdings, LLC](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm) [](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm)[](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm)[(incorporated] by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: June 13, 2018).](https://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex102.htm)] [added: January 6, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm)] | | | | | | | | |

| [removed: 10.13] [added: 4.7] | | | | | | [removed: [Letter Agreement,] [added: [Registration Rights Agreement \[E&I Transaction\],] dated [removed: June 7, 2018,] [added: as of November 1, 2021,] by and among [removed: GS Acquisition Holdings Corp, GS DC Sponsor I LLC, GS Acquisition Holdings Corp’s officers and directors] [added: the Company, each of the Holders listed on Schedule A thereto] and the other [added: Holders time to time] parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q,] [added: 8-K,] filed with the SEC on [removed: August 7, 2018).](https://www.sec.gov/Archives/edgar/data/1674101/000119312518191682/d608524dex101.htm)] [added: November 1, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521315408/d248934dex101.htm)] | | | | | | | | |

| 10.14 | | | | | | [removed: [Term Loan] [added: [Amendment No. 3 to Revolving] Credit Agreement, dated as of [removed: November 30, 2016,] [added: February 15, 2019,] by and among [removed: 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] [added: Vertiv] Intermediate Holding II [removed: Corporation),] [added: Corporation,] Vertiv [removed: Corporation (f/k/a Cortes NP Acquisition Corporation),] [added: Group Corporation,] as [added: lead] borrower, the [added: other borrowers party thereto, the other credit parties party thereto, the] lenders party [removed: thereto and] [added: thereto,] JPMorgan Chase Bank, N.A., as administrative [removed: agent] [added: agent, and the other persons party thereto] (incorporated by reference to Exhibit [removed: 10.14] [added: 10.22] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1014.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1022.htm)] | | | | | | | | |

| 10.15 | | | | | | [Amendment No. [removed: 1] [added: 4] to [removed: Term Loan] [added: Revolving] Credit Agreement, dated as of [removed: March 17, 2017,] [added: January 14, 2020,] by and among Vertiv [added: Intermediate Holding II Corporation, Vertiv] Group Corporation, as [added: lead] borrower, the [added: 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 [removed: 10.15] [added: 10.23] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1015.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1023.htm)] | | | | | | | | |

| [removed: 10.16] [added: 10.12] | | | | | | [Amendment No. [removed: 2] [added: 1] to [removed: Term Loan] [added: Revolving] Credit Agreement, dated as of [removed: November 1, 2017,] [added: September 28, 2018,] by and among Vertiv Group Corporation, as [added: lead] borrower, the [added: 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 [removed: 10.16] [added: 10.20] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1016.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1020.htm)] | | | | | | | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Amendment No. [removed: 3] [added: 5] to [removed: Term Loan] [added: Revolving] Credit Agreement, dated as of [removed: September 28, 2018,] [added: March 2, 2020,] by and among Vertiv [added: Intermediate Holding II Corporation, Vertiv] Group Corporation, as [added: lead] borrower, the [added: 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 [removed: 10.17] [added: 10.2] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1017.htm)] [added: March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno102ablamendment.htm)] | | | | | | | | |

| [removed: 10.18] [added: 10.17] | | | | | | [removed: [Amendment No. 4 to Term] [added: [Term] Loan Credit Agreement, dated as of [removed: January 14,] [added: March 2,] 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower, the lenders party [removed: thereto, JPMorgan Chase Bank,] [added: thereto and Citibank,] N.A., as administrative [removed: agent, and the other persons party thereto] [added: agent] (incorporated by reference to Exhibit [removed: 10.18] [added: 10.1] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1018.htm)] [added: March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno101termloancred.htm)] | | | | | | | | |

| [removed: 10.19] [added: 10.18] | | | | | | [removed: [Revolving] [added: [Amendment No. 1 to Term Loan] Credit Agreement, dated as of [removed: November 30, 2016,] [added: March 10, 2021,] by and among Vertiv [added: Group](http://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm) [C](http://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm)[orporation, as borrower, Vertiv] Intermediate Holding II Corporation [removed: (f/k/a Cortes NP Intermediate Holding II Corporation),] [added: and certain other affiliates of] Vertiv Group [removed: Corporation (f/k/a Cortes NP Acquisition Corporation),] [added: Corporation,] as [removed: lead borrower, the other borrowers party thereto,] [added: guarantors,] the lenders party [removed: thereto, JPMorgan Chase Bank,] [added: thereto and Citibank,] N.A., as administrative [removed: agent, and the collateral agents party thereto] [added: agent] (incorporated by reference to Exhibit [removed: 10.19] [added: 10.1] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1019.htm)] [added: March 10, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm)] | | | | | | | | |

| [removed: 10.27] [added: 10.19] | | | | | | [Form of Stock Option Award for Employees under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its 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) | | | | | | | | |

| 21.1* | | | | | | [List of Vertiv’s [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno211vrt03012021.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno211vrt312022.htm)] | | | | | | | | |

| 23.1* | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibit231vrt03012021.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno231vrt312022.htm)] | | | | | | | | |

| 31.1* | | | | | | [removed: Certification] [added: [Certification] of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno311section302-vrt.htm)] | | | | | | | | |

| 31.2* | | | | | | [removed: Certification] [added: [Certification] of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno312section302-vrt.htm)] | | | | | | | | |