Vertiv Holdings (VRT) 10-K risk factor changes: FY2022 vs FY2021

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

A substantial portion of our business depends on the continued growth of our [added: current and potential] customers’ data centers and communication networks.

In particular, customers deciding on the design and implementation of large deployments may have lengthy and unpredictable procurement processes that may delay or impact expected future [removed: orders.][added: orders, including customers canceling orders based on changes to their businesses.]

As a result, the order booking and sales recognition process [removed: \[is sometimes / often\]] [added: is 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 unpredictability may cause our revenues and operating results to vary unexpectedly from [removed: quarter-to-quarter,] [added: quarter-to-quarter and year-to-year,] making our future operational results less predictable.

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

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

There is [removed: increased] pressure on such governmental customers and their respective agencies to reduce spending and some of our contracts at the state and local levels are subject to government funding authorizations.

Such contracts are also subject to various laws and regulations that apply to doing business with governmental [removed: entities.][added: entities, such as country-specific sourcing requirements.]

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

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: primarily include:]

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

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

[removed: If, in the future,] [added: If] we cannot obtain such guarantees on commercially reasonable terms or at all, we could be prevented from bidding on or obtaining such large [removed: construction] [added: project] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Vertiv’s estimated combined order backlog was [removed: approximately $3,191.0] [added: $4,754.4] and [removed: $1,844.8,] [added: $3,191.0,] respectively.

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

[removed: In 2021,] [added: As described in our prior filings, at times in the past] 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.

Other supply chain [removed: risks] [added: issues] that we [removed: could] [added: historically have faced, and may] face [added: in the future] include, but are not limited to, the following:

Our products rely on a variety of raw materials and components, including steel, [removed: copper and] [added: copper,] aluminum and [added: various] electronic components.

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

During [removed: 2021,] [added: 2021 and 2022,] we experienced significant increases in material, freight and labor costs, and we expect inflationary pressures on such costs to continue in [removed: 2022.][added: 2023.]

For example, we will need to anticipate potential market shifts to [added: efficient products,] alternative power architectures, cooling technologies and energy storage that could diminish the demand for our existing offerings or affect our margins.

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

[removed: We have recently implemented, and we continue to implement,] [added: Our implementation of] new information systems [removed: including] [added: and] enhancements to [added: current systems, including those relating to] our enterprise resource plan, human capital [removed: management,] [added: management] and product lifecycle [removed: management systems.][added: systems, are costly and have in the past and may in the future be disruptive to our operations.]

[removed: Any problems,] [added: Problems,] disruptions, delays or other issues in the design and implementation of these systems or enhancements [added: have in the past and] could [added: in the future] adversely impact our [added: forecasting and planning abilities, and our] ability to process customer orders, ship products, provide service and support to our customers, bill and collect in a timely manner from our customers, fulfill contractual obligations, accurately record and transfer information, recognize revenue, file securities, governance and compliance reports in a timely manner or otherwise run our business.

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

We [removed: are continuously evaluating, considering] [added: have] and [removed: implementing possible] [added: continue to undertake] rationalization, restructuring, and realignment initiatives to reduce our overall cost base and improve efficiency.

There can be no assurance that we will fully realize the benefits of such efforts [removed: that we have taken or will take in the future within the expected time frame, or at all,] [added: as anticipated,] and we may incur additional and/or unexpected costs to realize them.

[removed: In addition, these] [added: These] actions [removed: and potential future efforts] could yield other unintended consequences, such as distraction of management and employees, business disruption, reduced employee morale and productivity, and unexpected employee attrition, including the inability to attract or retain key personnel.

We rely, in part, on independent sales representatives, [removed: distributors] [added: distributors, resellers,] and original equipment manufacturers for the distribution of our products and services, some of whom operate on an exclusive basis.

Our global operations [removed: and entity structure result in a complex tax structure where we are] subject [added: us] to income and other taxes in the [removed: United States] [added: U.S.] and numerous foreign jurisdictions.

Unanticipated changes in [removed: our] tax provisions, [removed: variability of our quarterly and annual effective tax rate,] the adoption of new tax legislation or exposure to additional tax liabilities could [added: cause increased variability in our effective tax rate and] impact our financial performance.

Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates or other regulatory actions regarding [removed: taxes,] [added: taxes including the implementation of any global minimum tax for corporations,] and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact our effective income tax rate in the future.

We are not generally able to limit or exclude liability for personal injury or property damage to third parties under the laws of most jurisdictions in which we do [removed: business and,] [added: business, and] in the event of such incident, we could spend significant time, resources and money to resolve any such claim.

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 24,000] [added: 27,000] people globally and had manufacturing facilities in the Americas, Asia Pacific and [removed: EMEA.][added: Europe, Middle East & Africa.]

We generate substantial revenue outside of the [removed: United States] [added: US] and expect that foreign revenue will continue to represent a significant portion of our total revenues.

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

[removed: As an example,] [added: Further,] the conflict between Russia and Ukraine could lead to [added: future additional] 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 [removed: threatened] [added: threaten] additional sanctions and controls.

While it is difficult to anticipate the [added: duration and extent of the ongoing military conflict, or the] impact the [added: continuing conflict and commensurate] sanctions [removed: announced to date] [added: and penalties] 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 [added: additional] 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.

Additionally, because of our significant backlog, there may be significant delays between the time that we alter the prices we charge for new orders and the time such price changes are reflected in our financial results due to orders in the backlog that use historic pricing.

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These risks include but are not limited to:

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

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

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Disruptions to the various information security systems upon which our operations rely, especially cyber-security incidents, including data security breaches, ransomware or computer viruses, could harm our business, reduce our revenue, increase our expenses, damage our reputation and adversely impact our performance.

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Whether we realize the anticipated benefits from such activities depends, in part, upon the successful integration between the

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

The invasion of Ukraine by Russia and resulting sanctions by the U.S., European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices more acutely in the U.S. and Europe and a slowdown in global economic growth.

In February of 2022, a full-scale military invasion of Ukraine was commenced by Russian troops.

In response to the attacks on Ukraine, a series of sanctions, increased export controls and other penalties have been levied by the U.S., European Union, and other countries.

The invasion by Russia and resulting sanctions have had a broad range of adverse impacts on global business and financial markets, some of which have had and may continue to have adverse impacts on our business.

These include increased inflation, significant market disruptions and increased volatility in commodity prices.

Although the duration and extent of the ongoing military conflict is highly unpredictable, and the magnitude of the potential economic impact is currently unknown, Russian military actions and resulting sanctions could have a negative effect on

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

our financial condition and operating results.

Our international operations expose us to specific legal compliance issues relating to anti-corruption laws and regulations of the U.S. government and various other international jurisdictions, and our failure to comply with those regulations could adversely impact our business.

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We are subject to governmental export and import controls and sanction programs that could subject us to liability or impair our ability to compete in international markets.

While we train our employees to comply with these regulations and have systems in place designed to prevent compliance failure, we cannot provide assurance that a violation will not occur, whether knowingly or inadvertently.

Our business relies on a substantial portfolio of global intellectual property rights.

Failure to

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Our ability to comply with such license terms may be affected by factors that we can only partially influence or control.

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We are subject to risks related to increasing visibility and emphasis placed on various ESG-related metrics and goals, as well as any failure to achieve ESG-related goals that we establish.

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[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

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[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

Worldwide economic conditions generally impact demand for our product offerings.

Our business has been impacted from time to time in the past by macroeconomic weakness in the U.S. and various regions outside of the U.S. Continued pressures relating to global supply chain constraints, inflationary impacts on component parts and raw materials, higher overhead costs as a percentage of revenue and higher interest expense and labor shortages have resulted, and could continue to result in, economic weakness and uncertainty, which could result in:

- reductions in our operating effectiveness due to continued workforce disruptions; and

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

We may not be successful in attracting, integrating or retaining qualified personnel to meet our current growth plans or future needs.

- difficulties in obtaining required governmental permits or approvals;

System security risks could disrupt our operations, and any such disruption could reduce our revenue, increase our expenses, damage our reputation and adversely impact our performance.

The implementation of new information systems and enhancements to current systems may be costly and disruptive to our operations.

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.

Further, we may not be able to sustain any achieved benefits in the future.

Future legislation and regulation, both in the United States and abroad, governing the Internet services, other related communications services and information technologies could disrupt our customers’ markets resulting in declines in sales volume and prices of our products and otherwise have an adverse effect on our business operations.

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.

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

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

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

This requires us to operate in a complex environment where we face significant constraints on how we can process personal data across our business.

The GDPR, for example, has established stringent data protection requirements for companies doing business in or handling personal data of individuals in the European Union.

Breaches of the GDPR could result in substantial fines, which in some cases could be up to four percent of our worldwide revenue.

to properly process or protect the data or privacy of third parties or comply with the GDPR or other applicable data privacy and data protection regimes.

Legal compliance issues, particularly those related to our imports/exports and foreign operations, could adversely impact our business.

Our business relies on a substantial portfolio of intellectual property rights, including trademarks, trade secrets, patents, copyrights and other such rights globally.

Trade secrets and/or confidential know-how can be difficult to maintain as confidential and we may not obtain confidentiality agreements in all circumstances, or individuals may unintentionally or willfully disclose our confidential information improperly.

Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.

In addition, we rely on licensing certain intellectual property rights from third parties.

For example, many of our software offerings are developed using software components or other intellectual property licensed from third parties, including proprietary and open source licenses.

It is possible that merger or acquisition activity or the granting of exclusive licenses may result in reduced availability and/or a change to the license terms that were previously in place.

Loss of our license rights and an inability to replace such software with other third-party intellectual property on commercially reasonable terms, or at all, could adversely impact our business, results of operations and financial condition.

Third-party claims of intellectual property infringement, including patent infringement, are commonplace and successful third-party claims may limit or disrupt our ability to sell our offerings.

Third parties may claim that we, or customers using our products, are infringing their intellectual property rights.

For example, patent assertion entities, or non-practicing entities, may purchase intellectual property assets for the purpose of asserting infringement claims and attempting to extract settlements from us.

Furthermore, because of the potential for unpredictable significant damage awards or injunctive relief, even arguably unmeritorious claims may be settled for significant amounts of money.

In addition, if we are the beneficiary of an indemnification agreement for such infringement claims, the indemnifying party may be unable or unwilling to uphold its indemnification obligations to us.

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

acquisitions, as we have a lower level of visibility into the development process with respect to such acquired technology or the care taken to safeguard against infringement or similar risks with respect thereto.

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

In addition, investors, particularly institutional investors, use

We have previously identified material weaknesses in our internal control over financial reporting.

During the year ended December 31, 2020 and quarters ended March 31, 2021, June 30, 2021, September 30, 2021, we identified material weaknesses in internal control over financial reporting that 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.

Volatility of the end markets we serve may affect our ability to operate, to grow and to manage growth profitably.

Our revenues, operating results, and profitability have varied in the past.

They may vary from quarter to quarter in the future.

Our growth and profitability can be negatively impacted by volatility in the end markets that we serve.

We have taken measures to reduce the impact of this volatility through product and market diversification and expansion of the geographic regions in which we operate.

Future downturns in any of the markets we serve could adversely affect our revenues, operating results, and profitability.

*Unless the context otherwise indicates or requires, references to (1) “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated [removed: subsidiaries ;] [added: subsidiaries;] and (2) “GSAH” refers to GS Acquisition Holdings Corp 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 [removed: consolidated* *financial statements] [added: Consolidated Financial Statements] and the notes thereto included elsewhere in this Annual Report.*

Below is a summary of selected key operational developments affecting our business in [removed: 2021:][added: 2022:]

- COVID-19 Pandemic: [removed: Unprecedented] [added: Over the past three years, unprecedented] measures have been taken by governments and businesses to address the COVID-19 pandemic.

As a result of this pandemic, global economic activity [removed: has been] [added: was] 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, [removed: the Company’s] [added: our] business, results of operations, financial condition and stock price.

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

Refer to Part I, Item 1A of this [removed: Form 10-K] [added: Annual Report] under the heading “Risk Factors,” for more information.

[removed: The Company continues] [added: We continue] 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 [removed: shareholders.][added: stockholders.]

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

Despite [added: continued] strong market demand, [added: we expect that] supply chain challenges [removed: continued,] [added: and inflationary pressures will continue into 2023,] with critical part shortages driving the need for additional spot buys at increased costs, and [added: increased] costs associated with premium freight to meet customer commitments.

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

[removed: The Company has taken] [added: We continue to take] 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 [removed: pressures, which are expected to continue throughout 2022.][added: pressures.]

Year ended December 31, [removed: 2021] [added: 2022] compared to year ended December 31, [removed: 2020][added: 2021]

| *(Dollars in millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | $ Change | | | | | | % Change | | |

| Selling, general and administrative expenses | | | [removed: 1,109.0] [added: 1,178.3] | | | | | | [removed: 1,008.4] [added: 1,109.0] | | | | | | [removed: 100.6] [added: 69.3] | | | | | | [removed: 10.0] [added: 6.2] | | % |

| Foreign currency (gain) loss, net | | | [removed: 3.2] [added: 3.7] | | | | | | [removed: 26.0] [added: 3.2] | | | | | | [removed: (22.8)] [added: 0.5] | | | | | | [removed: (87.7)] [added: 15.6] | | % |

| Asset impairments | | | [removed: 8.7] [added: —] | | | | | | [removed: 21.7] [added: 8.7] | | | | | | [removed: (13.0)] [added: (8.7)] | | | | | | [removed: (59.9)] [added: (100.0)] | | % |

| Other operating expense (income) | | | [removed: (3.8)] [added: (5.8)] | | | | | | [removed: 1.5] [added: (3.8)] | | | | | | [removed: (5.3)] [added: (2.0)] | | | | | | [removed: (353.3)] [added: 52.6] | | % |

| Operating profit (loss) | | | [removed: 259.9] [added: 223.4] | | | | | | [removed: 213.5] [added: 259.9] | | | | | | [removed: 46.4] [added: (36.5)] | | | | | | [removed: 21.7] [added: (14.0)] | | % |

| Interest expense, net | | | [removed: 90.6] [added: 147.3] | | | | | | [removed: 150.4] [added: 90.6] | | | | | | [removed: (59.8)] [added: 56.7] | | | | | | [removed: (39.8)] [added: 62.6] | | % |

| Loss on extinguishment of debt | | | [removed: 0.4] [added: —] | | | | | | [removed: 174.0] [added: 0.4] | | | | | | [removed: (173.6)] [added: (0.4)] | | | | | | [removed: (99.8)] [added: (100.0)] | | % |

| Gain on tax receivable agreement | | | [removed: (59.2)] [added: —] | | | | | | [removed: —] [added: (59.2)] | | | | | | [removed: (59.2)] [added: 59.2] | | | | | | 100.0 | | % |

| Change in fair value of warrant liabilities | | | [removed: 61.9] [added: (90.9)] | | | | | | [removed: 143.7] [added: 61.9] | | | | | | [removed: (81.8)] [added: (152.8)] | | | | | | [removed: (56.9)] [added: (246.8)] | | % |

| Income tax expense | | | [removed: 46.6] [added: 90.4] | | | | | | [removed: 72.7] [added: 46.6] | | | | | | [removed: (26.1)] [added: 43.8] | | | | | | [removed: (35.9)] [added: 94.0] | | % |

| Net income (loss) | | | $ | [removed: 119.6] [added: 76.6] | | | | | $ | [removed: (327.3)] [added: 119.6] | | | | | $ | [removed: 446.9] [added: (43.0)] | | | | | [removed: (136.5)] [added: (36.0)] | | % |

Net sales were [removed: $4,998.1] [added: $5,691.5] in [removed: 2021,] [added: 2022,] an increase of [removed: $627.5,] [added: $693.4,] or [removed: 14.4%,] [added: 13.9%,] compared with [removed: $4,370.6] [added: $4,998.1] in [removed: 2020.][added: 2021.]

By [added: product] offering, critical infrastructure & solutions sales increased [removed: $465.8] [added: $574.9,] including the [removed: positive] [added: negative] impacts from [removed: E&I sales of $67.4 and] foreign currency of [removed: $50.7.][added: $158.5.]

Services & spares sales increased [removed: $121.6,] [added: $41.9,] including the [removed: positive] [added: negative] impacts from foreign currency of [removed: $20.1.][added: $62.9.]

Integrated rack solutions sales increased [removed: $40.1] [added: $76.6,] including the [removed: positive] [added: negative] impacts from foreign currency of [removed: $11.7.][added: $30.4.]

Excluding intercompany sales, net sales were [removed: $2,187.4] [added: $2,728.6] in the Americas, [removed: $1,609.0] [added: $1,601.3] in Asia Pacific and [removed: $1,201.7] [added: $1,361.6] in [removed: EMEA.][added: Europe, Middle East & Africa.]

The increase in cost of sales was primarily [removed: due to] [added: driven by] the [removed: flow-through] impact of higher [removed: net sales volume and] [added: volumes, E&I costs of $265.4,] increased commodity and logistic [removed: costs.][added: costs, and supply chain constraints.]

Gross profit was [removed: $1,522.7] [added: $1,616.1] in [removed: 2021,] [added: 2022,] or [removed: 30.5%] [added: 28.4%] of sales, compared to [removed: $1,473.7,] [added: $1,522.7,] or [removed: 33.7%] [added: 30.5%] of sales in [removed: 2020.][added: 2021.]

Selling, general and administrative expenses [removed: (SG&A)] [added: (or “SG&A”)] were [removed: $1,109.0] [added: $1,178.3] in [removed: 2021,] [added: 2022,] an increase of [removed: $100.6] [added: $69.3] compared to [removed: 2020.][added: 2021.]

SG&A as a percentage of sales were [removed: 22.2%] [added: 20.7%] in [removed: 2021] [added: 2022] compared with [removed: 23.1%] [added: 22.2%] in [removed: 2020.][added: 2021.]

[removed: Other] [added: The remaining other] operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income).

The [removed: decrease] [added: increase] was primarily due to [added: an increase in amortization of intangibles of $71.5 associated with the acquisition of E&I on November 1, 2021, offset by] a decrease in [removed: restructuring costs] [added: asset impairment] of [removed: $72.5,] [added: $8.7, and a] change in foreign currency (gain) loss of [removed: $22.8, and a decrease in asset impairment of $13.0.][added: $0.5.]

The gain on [removed: tax receivable agreement] [added: the Tax Receivable Agreement] is related to the $59.2 gain [added: in 2021] associated with the amended Tax Receivable Agreement signed December 31, 2021.

Refer to [removed: "Note 12] [added: “Note 10] – [removed: Financial Instruments and Risk Management”] [added: Related Party Transactions”] to the [removed: consolidated financial statements] [added: Consolidated Financial Statements] for additional information.

Change in Fair Value of Warrant Liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with the [removed: IPO] [added: initial public offering] of [added: our predecessor,] GSAH.

*We have omitted the discussion on our results of operations for the year ended December 31, 2020 which discussion was previously included in Item 7 of our 2021 Annual Report on Form 10-K, filed with the SEC on March 1, 2022.*

- Succession Planning: Following our announcement on October 3, 2022, our Chief Executive Officer, Rob Johnson, retired on December 31, 2022 for health reasons.

Giordano Albertazzi assumed the role of Chief Operating Officer on October 3, 2022 in addition to his role as President, Americas, and then the role of Chief Executive Officer on January 1, 2023.

- Board of Directors: In 2022, the Board of Directors increased the authorized number of directors on the Board from nine to eleven and appointed two new directors Jakki Hausler and Joseph J.

DeAngelo.

Mr. Albertazzi assumed Mr. Johnson's position on our Board on January 1, 2023.

- Facility Expansion: In 2022, we opened a new thermal plant in Monterrey, Mexico.

We believe the additional capacity of the Monterrey facility will help to meet the increased demand and backlog in the thermal business.

- Price Realization: In 2022, we successfully delivered $365.0 of price realization actions.

- TRA settlement: On December 31, 2021, the Company and the Vertiv Stockholder agreed to amend and supplement the tax receivable agreement entered into by the Company and the Vertiv Stockholder on February 7, 2020, (the “Tax Receivable Agreement”) to replace the Company’s remaining payment obligations under the Tax Receivable Agreement with an obligation to pay $100.0.

We satisfied this obligation as of November 30, 2022 and as of December 31, 2022, we no longer have any obligation under the Tax Receivable agreement.

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

At the outset of the COVID-19 pandemic, we responded swiftly in support of our people, our clients and our communities.

As we continue to monitor the evolving situation, we have taken steps to cause our U.S. locations to return to a full-time in-person workplace environment, which has required adjustment by employees and has indirectly caused attrition.

We recognize the benefits to our customers, associates, and stockholders of having in-person full-time interaction, and we are working to balance those benefits with the ongoing concerns relating to the COVID-19 pandemic, macroeconomic conditions, and continued competition for talent.

Based on full year 2022, we anticipate continued pricing realization into 2023 as a result of the pricing actions that we undertook in 2021, the year ended 2022, and which we plan to continue to take into 2023.

- Inventory Build: During 2022, we saw an increase in inventory build in order to support upcoming customer demand and large projects in addition to working through our significant backlog.

We have launched several working capital initiatives and as a result expect to optimize our inventory levels in 2023.

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

| Net sales | | | $ | 5,691.5 | | | | | $ | 4,998.1 | | | | | $ | 693.4 | | | | | 13.9 | | % |

| Cost of sales | | | 4,075.4 | | | | | | 3,475.4 | | | | | | 600.0 | | | | | | 17.3 | | % |

| Gross profit | | | 1,616.1 | | | | | | 1,522.7 | | | | | | 93.4 | | | | | | 6.1 | | % |

| Amortization of intangibles | | | 215.8 | | | | | | 144.3 | | | | | | 71.5 | | | | | | 49.5 | | % |

| Restructuring costs | | | 0.7 | | | | | | 1.4 | | | | | | (0.7) | | | | | | (50.0) | | % |

The increase in sales is primarily due to higher sales volumes and E&I sales of $359.2 in the first ten months of 2022, which were partially offset by the negative impacts from foreign currency of $251.8, and lower sales from the divested heavy industrial UPS business in 2021 of $76.4.

Cost of sales were $4,075.4 in 2022, an increase of $600.0, or 17.3% compared to 2021.

The increase in SG&A was primarily driven by $45.6 of E&I costs in the first ten months of 2022, $29.8 of higher commissions as a result of increased order volume, $25.9 of higher compensation due to increased bonus, higher long-term incentive, and one-time employee separation costs, $9.6 of increased research and development spend, $1.9 of increased investment in IT, which was partially offset by a decrease in mergers and acquisition costs of $39.4 and $18.7 related to litigation settlement costs in 2021.

These remaining other expenses were $214.4 for 2022, which was a $60.6 increase from 2021.

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

Loss on extinguishment of debt was $0.4 in 2021 related to lender fees associated with the amendment to our Term Loan due 2027.

This was not repeated in 2022.

The $56.7 increase was primarily due to a $37.2 increase due to the Term Loan due 2027, a $30.2 increase related to the Senior Secured Notes due 2028, which were not outstanding for all of 2021, and a $7.5 increase due to borrowings throughout 2022 on our ABL Revolving Credit Facility, due 2025, partially offset by a $13.0 decrease due to net settlement payments on our interest rate swaps as described in “Note 12 — Financial Instruments and Risk Management” to the Consolidated Financial Statements, and a $4.5 decrease in accretion expense associated with the Tax Receivable Agreement.

As interest rates increase, our interest expense will increase, although the effect will be mitigated by our interest rate swaps.

| Net sales | | | $ | 2,728.6 | | | | | $ | 2,187.4 | | | | | $ | 541.2 | | | | | 24.7 | | % | | | | | | |

Americas net sales of $2,728.6 in 2022 increased $541.2, or 24.7% from 2021.

The increase in sales was primarily driven by higher sales volumes compared to prior year and an increase of $122.3 due to E&I sales in the first ten months of 2022.

By product offering, net sales increased in critical infrastructure & solutions by $418.8 driven mostly due to increases in the thermal product lines and $122.3 related to the incremental E&I sales in 2022.

Integrated rack solutions increased by a $72.9 primarily due to higher volume.

Service & spares increased by $49.5 due to improved customer site availability.

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

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

- 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.

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.

| 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) | | % |

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.

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 expenses were $153.8 for 2021, which was a $98.0 decrease from 2020.

Loss on extinguishment of debt was $0.4 in 2021, which was a $173.6 decrease from the 2020 loss that resulted from the repayment of indebtedness from the Business Combination and the subsequent refinancing transactions.

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

| Net sales | | | $ | 2,187.4 | | | | | $ | 2,040.6 | | | | | $ | 146.8 | | | | | 7.2 | | % | | | | | | |

Americas net sales of $2,187.4 in 2021 increased $146.8, or 7.2% from 2020.

By product offering, net sales increased in critical infrastructure & solutions by $115.4 driven by strong growth in Thermal, DC Power Custom Solutions offerings and E&I sales of $21.7.

Service & spares increased by $42.5 due to improved customer site availability, and integrated rack solutions decreased by a $11.1 primarily driven by supply chain constraints.

Margin declined primarily due to increased commodity and logistic costs, supply chain constraints, and partially offset by decreased year over year restructuring charges of $11.5.

| Net sales | | | $ | 1,609.0 | | | | | $ | 1,368.4 | | | | | $ | 240.6 | | | | | 17.6 | | % | | | | | | |

Asia Pacific net sales of $1,609.0 in 2021 increased $240.6, or 17.6% from 2020.

Sales increases were primarily due to strong growth in large projects such as data centers, 5G projects, and wind power.

Additionally, sales improved in part due to the global recovery from COVID-19 in telecom, channel and services.

Additionally, Asia Pacific net sales were positively impacted by foreign currency of approximately $61.5.

Margin improvements were driven by fixed cost volume leveraging on higher sales, decreased year over year restructuring charges of $7.3, partially offset by the absence of COVID-19 related government subsidies received in 2020 and increased commodity and logistic costs, and supply chain constraints.

| Net sales | | | $ | 1,201.7 | | | | | $ | 961.6 | | | | | $ | 240.1 | | | | | 25.0 | | % | | | | | | | | | |

EMEA net sales of $1,201.7 in 2021 increased $240.1, or 25.0% from 2020.

By offering, net sales improved in all offering categories, including increases in critical infrastructure & solutions, service & spares, and integrated rack solutions of $209.4, $23.9, and $6.8 respectively.

Margin improved primarily due to decreased year over year restructuring charges of $49.8, fixed cost volume leveraging on higher sales, improved operational productivity and new product introductions, partially offset by increased commodity and logistic costs, and supply chain constraints.

On March 10, 2021, we, through our subsidiary Vertiv Group Corporation, a Delaware corporation (the “Borrower”) and an indirect wholly owned subsidiary of Vertiv Holdings Co, Vertiv Intermediate Holding II Corporation, a Delaware corporation (“Holdings”) and the direct parent of Vertiv Group, and certain direct and indirect subsidiaries of the Borrower entered into an Amendment No. 1 to Term Loan Credit Agreement (the "Term Loan Amendment") with Citibank, N.A., as administrative agent (in such capacity, the “Term Agent”), and the lenders party thereto, which amended the Term Loan Credit Agreement, dated as of March 2, 2020 (as so amended the “Term Loan Credit Agreement”), by and among Holdings, the Borrower, the Term Agent and the lenders from time to time party thereto, 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.

The maturity date for such term loans remains March 2, 2027, and all other material provisions of the original Term Loan Credit Agreement remain materially unchanged.

On October 22, 2021, Vertiv Group Corporation (the “Issuer”), completed its offering (the “Offering”) of $850.0 aggregate principal amount of its Senior Secured Notes due 2028 (the “Notes”) in a private placement at par.

The Notes will bear interest at 4.125% per annum and mature on November 15, 2028.

The Company incurred $13.8 of debt issuance costs that were capitalized as part of the Notes.

Long-Term Debt Obligations

See "Note 6 — 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.

| Capital expenditures | | | (73.4) | | | | | | (44.4) | | | | | | (29.0) | | | | | | 65.3 | | | | | |

[removed: The Company is] [added: We are] 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, [removed: the Company manages] [added: we manage] certain of our exposures through the use of various financial instruments, including [removed: some] derivatives, to help us hedge our foreign currency exchange risk and interest rate risk.

[removed: The Company does] [added: We do] not enter into such transactions for trading or speculative purposes.

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

[removed: The Company has] [added: We have] transactional foreign currency exposures related to buying and selling in currencies other than the local currencies in which [removed: it operates.][added: we operate.]

[removed: The Company enters] [added: We enter] into one-month foreign exchange forwards in order to mitigate [added: exposures such as] European [removed: Euro and] [added: Euro,] Chinese [removed: Yuan exposures] [added: Yuan, and Great British Pound] on the carrying amount of foreign currency-denominated assets, liabilities, [removed: commitments, and] [added: commitments and,] when [removed: applicable] [added: applicable,] anticipated foreign currency transactions.

As of December 31, [removed: 2021 the Company] [added: 2022 we] had an insignificant amount of outstanding currency hedges.

During [removed: 2021, the Company has] [added: 2022, we] hedged portions of the net investment in foreign subsidiaries against fluctuations in the European Euro and Chinese Yuan through derivative financial instruments.

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

[removed: As of] [added: At] December 31, [removed: 2021 and 2020, the Company had] [added: 2021, there were] no borrowings [removed: on its] [added: outstanding under the] ABL Revolving Credit Facility.

Cash and cash equivalents were [removed: $439.1] [added: $260.6] and [removed: $534.6] [added: $439.1] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

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

Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, [removed: a 100 basis point] [added: our annual net interest expense would] increase (decrease) in variable interest rates at December 31, [removed: 2021] [added: 2022] and [removed: 2020 would increase our annual net interest expense] [added: 2021] by [removed: approximately $12.0 and $10.0, respectively.][added: approximately:]

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

At December 31, 2022, there was a $235.0 balance on the ABL Revolving Credit Facility with a weighted-average borrowing rate of 5.85%.

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

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

| Basis point change scenario | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | |

| +100 | | | | | | $ | 11.0 | | | | | $ | 12.0 | |

| +200 | | | | | | 23.0 | | | | | | 23.0 | | |

Due to the rapid increase in the Federal Funds Rate during 2022, we are presenting larger basis point change scenarios than previously presented.

We [removed: provide this] [added: design, manufacture and service critical digital infrastructure] technology [removed: to] [added: for] data centers, communication networks and commercial [removed: &] [added: and] industrial [removed: environments worldwide.][added: environments.]

[removed: We believe] [added: Driven by passion and innovation, Vertiv believes] there is a better way to meet the [removed: world's] [added: world’s] accelerating demand for [removed: data - one driven by passion and innovation.][added: data.]

As a result of the consummation of the Business Combination, (a) [removed: the Company] [added: Vertiv] directly owns all of the equity interests of Vertiv Holdings and indirectly owns the equity interests of its subsidiaries and (b) VPE Holdings LLC, a Delaware limited liability company (the [removed: "Vertiv Stockholder"),] [added: “Vertiv Stockholder”),] the sole equity owner of Vertiv Holdings prior to the Business Combination, holds 37,955,215 shares of our Class A common stock as of February [removed: 22, 2022.][added: 17, 2023.]

[removed: We have a suite of comprehensive offerings, innovative solutions and a leading service organization that supports a diversified group of customers, which we deliver from] [added: Our global footprint comprises] engineering, manufacturing, sales and service locations in more than [removed: 45] [added: 40] countries across the Americas, Asia Pacific and Europe, [removed: the] Middle East [removed: and Africa (“EMEA”).][added: & Africa.]

Whether this growing quantity of data is managed centrally in hyperscale/cloud locations, distributed at the [removed: so-called “edge”] [added: edge] of the network, processed in an enterprise location or managed via a hybrid platform, the underpinnings and operations of all those locations rely on our critical digital infrastructure and services.

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

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

[removed: Our primary] [added: We primarily serve] customers [removed: are businesses] across three main end markets: (1) data centers (including hyperscale/cloud, colocation, enterprise and edge), (2) communication networks and (3) commercial and industrial [removed: environments.][added: applications.]

We [removed: approach] [added: engage] these industries and end users through our global network of direct sales professionals, independent sales representatives, channel partners and original equipment manufacturers.

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

[removed: Our] [added: We manage our] business [removed: is organized into] [added: across] three [added: reportable] segments [removed: according to] [added: based on] our main geographic regions—the Americas, Asia Pacific and [removed: EMEA—and we manage and report our results of operations across these three business segments.][added: Europe, Middle East & Africa.]

[removed: For the year ended December 31, 2021, Vertiv’s revenue was $4,998.1, of which 44% was transacted in the Americas; 32% was transacted in Asia Pacific; and 24% was transacted in EMEA as compared] [added: This compares] with [removed: our] revenue for the year ended December 31, [removed: 2020] [added: 2021] of [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%] in [removed: EMEA.][added: Europe, Middle East & Africa.]

- Cloud/Hyperscale: These facilities are massive in scale and are primarily used to support [removed: off-premise] cloud applications.

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

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

Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and [removed: Cleveland Clinic.][added: Allianz.]

[removed: We have found that the] [added: The] growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years.

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

This market is currently small, but the opportunities for growth [removed: in this space] are expected to increase as the proliferation of connected devices and data storage needs [removed: continue] [added: continues] to [removed: grow] [added: accelerate] in the future.

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

These companies create content and are ultimately responsible for distributing voice, [removed: video] [added: video,] and data to businesses and consumers.

[removed: 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 satisfy some level of compliance.

The growth in this area generally aligns with [added: changes in] gross domestic product.

[removed: We] [added: Vertiv is a global leader in the] design, [removed: manufacture] [added: manufacturing] and [removed: service] [added: servicing of] critical digital infrastructure [removed: technology] for data centers, communication [removed: networks] [added: networks,] and [removed: commercial/industrial] [added: commercial and industrial] environments.

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

[removed: Services] [added: Global services] include [added: both pre-sale and faster-sales services, for example,] preventative maintenance, [added: project management,] acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software.

[removed: Due to the global nature of our customers, we] [added: We] go to market through multiple channels to ensure that we map our coverage to [removed: align with] our customers’ buying [removed: organization.][added: behaviors and preferences.]

[removed: To accomplish this,] [added: Our primary selling method is direct sales, and] we have approximately 3,000 [removed: sales people] [added: salespeople] located around the world.

[removed: Additionally, we] [added: We also] utilize a robust network of channel [removed: partners in the form of] [added: partners,] distributors, I.T. resellers, [removed: value-added retailers] and [removed: original equipment manufacturers.][added: value-added retailers.]

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

Vertiv’s estimated combined order backlog was [removed: approximately $3,191.0] [added: $4,754.4] and [removed: $1,844.8] [added: $3,191.0] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The backlog consists of product and [removed: service orders] [added: services] for which a customer purchase order or purchase commitment has been received and which [removed: have] [added: has] not yet been delivered.

The following table shows estimated backlog by business segment at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

| [removed: (Dollars] [added: *(Dollars] in [removed: millions)] [added: millions)*] | | | | | | December 31, [removed: 2021(1)] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Americas | | | | | | $ | [removed: 1,886.1] [added: 3,337.3] | | | | | $ | [removed: 836.0] [added: 1,886.1] | |

| Asia Pacific | | | | | | [removed: 484.2] [added: 480.0] | | | | | | [removed: 445.9] [added: 484.2] | | |

| Total Backlog | | | | | | $ | [removed: 3,191.0] [added: 4,754.4] | | | | | $ | [removed: 1,844.8] [added: 3,191.0] | |

The vast majority of the combined backlog as of December 31, [removed: 2021] [added: 2022] is considered firm and is expected to be shipped within one year.

In [removed: 2021,] [added: 2022,] Vertiv spent [removed: $266.4] [added: $282.0] on Research and Development (“R&D”).

We [removed: use] [added: focus] our R&D budget [removed: to focus] on [removed: fostering] [added: engineering continuous improvement and] new product [removed: innovation and engineering.][added: innovation.]

Our customers operate in some of the world's most critical and growing industries, including cloud services, financial services, healthcare, transportation, manufacturing, energy, education, government, social media, and retail.

We collaborate with our customers to envision and build future-ready infrastructures.

Our portfolio of hardware, software, analytics and services aim to enable our customers' vital applications to run continuously, perform optimally and scale with business needs.

Vertiv Holdings, LLC (“Vertiv Holdings”), a direct wholly-owned subsidiary of the Company, traces its roots back to 1946 and the beginning of the information age when Ralph Liebert founded the precursor to the Liebert Corporation, which was established in 1965 as the industry’s first manufacturer of computer room air conditioning.

In 1987, Liebert was acquired by Emerson Electric Co, which later formed its Network Power business in 2000 to integrate critical infrastructure technologies, including Liebert and previously acquired ASCO, a provider of power transfer switches, under one brand.

Over the next decade, Emerson Network Power expanded through acquisitions of Avansys, Marconi’s outside plant and power system, Knurr AG, a leading provider of enclosure systems, and Avocent, a leading provider of IT management software and keyboard, video and mouse (or "KVM") solutions.

In 2016, Emerson Network Power was spun off as a standalone business and ultimately became Vertiv.

On February 7, 2020, through a business combination with GS Acquisition Holdings Corp (“GSAH”), a special purpose acquisition company later renamed Vertiv Holdings Co, Vertiv became a publicly-traded company (the “Business Combination”) with its shares listed on the New York Stock Exchange (NYSE:VRT).

GSAH was originally incorporated in Delaware on April 25, 2016 prior to the merger of its subsidiary with Vertiv Holdings.

Vertiv offers critical infrastructure technologies and rapidly deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers.

For the year ended December 31, 2022, Vertiv’s revenue was $5,691.5, of which 48% was transacted in the Americas; 28% was transacted in Asia Pacific; and 24% was transacted in Europe,

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

Middle East & Africa.

| Europe, Middle East & Africa | | | | | | 937.1 | | | | | | 820.7 | | |

Expanding lead-times caused by continuing global supply chain challenges, combined with continued strong demand have contributed to an increase in customer orders being placed in advance of our ability to fulfill them, which has added $1.6 billion to our backlog since December 31, 2021.

Additionally, our current backlog estimates are subject to a number of risks, see “Item 1A.

Strategic Priorities

Our businesses are focused on the following strategic priorities:

■*Maintain Customer Focus*

◦Enhance the customer experience through best in-class tools, commercial, technical, delivery, and service execution.

◦Nurture strong customer relationships.

◦Create superior customer value enabling demand and margin expansion.

■*Achieve Operational Excellence*

◦Continuous process improvement mindset to achieve speed, efficiency, efficacy, and scalability.

◦Achieve pervasive and efficient development and deployment of advanced IT tools and automation.

◦Adopt a rigorous management operating process and cadence.

■*Build a High-Performance Culture*

◦Foster a culture of accountability, collaboration, and speed.

◦Develop a widespread sense of urgency and reward performance.

◦Deliver on commitments and execute agreed plans.

■*Foster Innovation*

◦Be a market leader in our technology and service domains, and continue to differentiate through our new products.

◦Develop and introduce processes with effectiveness and velocity.

◦Develop system-level strength that leverages our unique product and services portfolio.

■*Reinforce Financial Strength*

◦Achieve long- and short-term margin and profit expansion combined with fixed cost constant culture.

◦Drive cash and balance sheet strength through rigorous resource allocation and management.

◦Generate profitable growth and focus on continuous variable cost optimization and develop superior pricing capabilities.

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

Our customers operate in some of the world's most critical industries.

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

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”.

Within these areas we serve a diverse array of industries, including social media, financial services, healthcare, transportation, retail, education and government.

We find that this portion of the industry is growing rapidly.

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

Our primary selling method is direct sales.

| EMEA | | | | | | 820.7 | | | | | | 562.9 | | |

(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.

Backlog estimates are subject to a number of risks.

See “Item 1A.

The Company continues to take actions to address these challenges.

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.

Our principal executive offices are located at 1050 Dearborn Drive, Columbus, Ohio, 43085, and our telephone number is (614) 888-0246.

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at December 31, 2022.

From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business.

The nature of our business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business.

When we determine that we have meritorious defenses to the claims asserted, we vigorously defend ourself.

We consider settlement of cases when, in management’s judgment, it is in the best interests of both Vertiv and its shareholders to do so.

On May 3, 2022, a putative securities class action, *In re Vertiv Holdings Co Securities Litigation, 22-cv-3572*, was filed against Vertiv, certain of our officers and directors, and other defendants in the Southern District of New York.

Plaintiffs filed an amended complaint on September 16, 2022.

The amended complaint alleges that certain of our public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended.

These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement.

While we believe that we have meritorious defenses against the plaintiffs’ claims, we are unable at this time to predict the outcome of this dispute or the amount of any cost associated with its resolution.

In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, including commercial and contract disputes, employment matters, product liability claims, environmental liabilities and intellectual property disputes.

The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters.

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

| For the fiscal year ended December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

Yes [removed: ☐ No] ☒ [added: No ☐]

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

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: 2021] [added: 2022] (the last business day of the most recently completed second quarter) was approximately [removed: $7,784,432,865][added: $2,562,094,706]

As of February [removed: 22, 2022,] [added: 17, 2023,] there were [removed: 375,991,964] [added: 377,640,813] 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: 2022] [added: 2023] Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [PART [removed: I.](#id86fd717f8db47de9b77726f0dab9ec7_19)] [added: I.](#i809a32b7dc684b239dca61fb5af8c7ab_16)] | | | | | | | | | | | | | | | PAGE | | |

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

Such statements may include, without limitation, those regarding our future financial performance or position, capital structure, indebtedness, business performance, strategy and plans, and expectations and objectives of Vertiv management for future [removed: operations.][added: operations and financial performance.]

When [removed: the Company] [added: Vertiv] discusses its strategies or plans, it is making projections, forecasts or forward-looking statements.

Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, [removed: the Company’s] [added: Vertiv’s] management.

All subsequent written or oral forward-looking statements attributable to [removed: the Company] [added: Vertiv] or persons acting on [removed: the Company’s] [added: Vertiv’s] behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.

Factors that may cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of Vertiv’s customers’ markets; disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; competition in the infrastructure technologies industry; failure to obtain performance and other guarantees from financial institutions; failure to realize sales expected from Vertiv’s backlog of orders and contracts; failure to properly manage [removed: the] Vertiv’s supply chain or difficulties with third-party manufacturers; our ability to forecast changes in prices, including due to inflation in material, freight and/or labor costs, and timely implement measures necessary to mitigate the impacts of any such changes; risks associated with our significant backlog, including that the impacts of any measures taken to mitigate inflation will not be reflected in our financial statements immediately; failure to meet or anticipate technology [removed: changes] [added: changes;] risks associated with information technology disruption or security; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; Vertiv’s ability to realize cost savings in connection with [removed: Vertiv's] [added: Vertiv’s] restructuring program; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; changes to tax law; ongoing tax audits; costs or liabilities associated with product liability; the global scope of Vertiv’s operations; risks associated with Vertiv’s sales and operations in emerging markets; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad; Vertiv’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against Vertiv; risks associated with [added: current and potential] litigation or claims against Vertiv; Vertiv’s ability to protect or enforce its proprietary rights on which its business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters, including risks associated with the COVID-19 pandemic; failure to [added: achieve environmental, social and governance goals; failure to] realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; [added: exposure to increases in interest rates set by central banking authorities;] failure to maintain internal controls over financial reporting; the unpredictability of Vertiv’s future operational results, including the ability to grow and manage growth profitably; potential net losses in future periods; Vertiv’s level of indebtedness and the ability to incur additional indebtedness; Vertiv’s ability to comply with the covenants and restrictions contained in our credit agreements, including restrictive covenants that restrict operational flexibility; Vertiv’s ability to comply with the covenants and restrictions contained in our credit agreements is not fully within our control; Vertiv’s ability to access funding through [removed: capital markets; the Vertiv Stockholder’s significant ownership and influence over the Company; risks associated with Vertiv’s obligations to pay the]

[removed: Vertiv Stockholder portions of] [added: capital markets;] the [removed: tax benefits relating to pre-Business Combination tax assets] [added: Vertiv Stockholder’s significant ownership] and [removed: attributes;] [added: influence over Vertiv;] resales of [removed: Vertiv's] [added: Vertiv’s] securities may cause volatility in the market price of our securities; [removed: Vertiv's Organizational Documents] [added: Vertiv’s organizational documents] contain provisions that may discourage unsolicited takeover proposals; [removed: Vertiv's Certificate] [added: Vertiv’s certificate] of [removed: Incorporation] [added: incorporation] includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of Vertiv’s subsidiaries to pay dividends; [removed: volatility in Vertiv's stock price due to various market and operational factors; risks associated with] the [removed: failure of industry analysts to provide coverage of Vertiv's business or securities; competition, the] ability of Vertiv to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; [added: Vertiv's ability to manage the succession of its key employees;] and factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future [removed: acquisitions;] [added: corporate transactions;] risks associated with [removed: Vertiv's] [added: Vertiv’s] limited history of operating as an independent company; and other risks and uncertainties indicated in this Annual Report including those under the heading “Item 1A.

- Failure to realize sales expected from [removed: the Company’s] [added: our] backlog of orders and contracts;

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| 505 N. Cleveland Ave., Westerville, Ohio 43082 | | | | | | | | | | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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- Global operations subject us to income and other taxes in the U.S. and numerous foreign entities which increases variability in our effective tax rate;

- Risks associated with the invasion of Ukraine by Russia;

- Risks associated with foreign trade policies, including tariffs or global trade conflicts;

- Risks related to increased visibility and emphasis placed environmental, social, and governance (ESG) goals and any failure to achieve those goals;

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- Risks associated with global macroeconomics conditions in the areas that we operate along with ongoing ramifications of the COVID-19 pandemic;

| 1050 Dearborn Dr, Columbus, Ohio 43085 | | | | | | | | | | | | | | |

- Changes to tax law and the costs and liabilities associated with such changes and any tax audits that may arise;

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

- Third party intellectual property infringement claims;

- 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;

- Potential net losses in future periods;

- Risks associated with the Company’s obligations to pay the Vertiv Stockholder portions of the tax benefits relating to pre-Business Combination tax assets and attributes;

- Volatility in our stock price due to various market and operational factors;

- Risks associated with the failure of industry analysts to provide coverage of our business or our securities;

- Factors relating to the business, operations and financial performance of the Company and its subsidiaries, including risks associated with the COVID-19 pandemic;

- Risks associated with global economic weakness, uncertainty and volatility

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[removed: The Company maintains] [added: We maintain] offices and manufacturing facilities at approximately 300 locations in [removed: 45] [added: 40] countries.

[removed: The Company is] [added: We are] a lessee under a number of operating leases for certain real properties and equipment, none of which are [added: individually] material to [removed: its] [added: our] operations.

Management believes that the existing manufacturing facilities are adequate for [removed: its] [added: our] operations and that the facilities are maintained in good condition.

[removed: The company does] [added: We do] not anticipate difficulty in renewing leases as they expire or in finding alternative facilities.

Our principal executive offices are located at 505 N.

Cleveland Ave., Westerville, Ohio 43082.

The Company's principal executive offices are located at 1050 Dearborn Drive, Columbus, Ohio.

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Our units and [added: Public] 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 Public Warrants.

As of February [removed: 22, 2022,] [added: 17, 2023,] there were [removed: 46] [added: 43] holders of record of the Company's common shares.

On November [removed: 4, 2021, Vertiv] [added: 18, 2022, we] declared an annual dividend of $0.01 per share, paid on December [removed: 16, 2021] [added: 15, 2022] to [removed: the Company’s] [added: our] shareholders of record, as of [removed: December 1, 2021, including holders of record of the Company’s units.][added: November 30, 2022.]

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

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

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: 2021] [added: 2022] 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 | | | | | | 12/31/2021 | | | [added: | | | 12/31/2022 | | |]

| Vertiv Holdings Co. | | | 100.0 | | | | | | 99.5 | | | | | | 112.0 | | | | | | 189.6 | | | | | | 253.7 | | | [added: | | | 138.9 | | |]

| S&P MidCap 400 Index | | | 100.0 | | | | | | 85.2 | | | | | | 107.5 | | | | | | 122.2 | | | | | | 152.5 | | | [added: | | | 132.6 | | |]

| Russell 1000 Index | | | 100.0 | | | | | | 90.0 | | | | | | 118.2 | | | | | | 143.0 | | | | | | 180.9 | | | [added: | | | 146.3 | | |]

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[removed: Our] [added: The Company’s] management, with the participation of [removed: our President and] [added: its] Chief Executive Officer and [removed: our] [added: its] Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2021] [added: 2022] (the end of the period covered by this Annual Report).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective in ensuring that material information for the Company, including its consolidated subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that it is accumulated and communicated to management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

[removed: Management] [added: Management, with the participation of our Chief Executive Officer and Chief Financial Officer,] has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on criteria established in the Internal Control-Integrated Framework in 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

Based on [removed: these remediation efforts,] [added: management’s assessment and] the [removed: Company] [added: COSO criteria, management] has concluded that [removed: its] [added: the Company’s] internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which [removed: appears] in [removed: this Annual Report.][added: included herein.]

[removed: Except as described in Item 9A, there have] [added: There has] been no change in the [removed: Company's] [added: Company’s] internal control over financial reporting during the [removed: year] [added: quarter] ended December 31, [removed: 2021] [added: 2022] that materially affected, or is reasonably likely to materially affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

We have audited Vertiv Holdings Co’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, Vertiv Holdings Co (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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 consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated [removed: March 1, 2022,] [added: February 27, 2023,] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: Management’s] [added: Management] Report on Internal Control Over Financial Reporting.

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February 27, 2023

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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.

The Company designed and implemented internal controls to remediate the material weaknesses that existed as of December 31, 2020, with respect to our controls over automated and manual business process controls, including reports generated from our IT systems, that are dependent upon the completeness and accuracy of information from the affected general information technology controls.

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.

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

“Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after our fiscal year end of December 31, [removed: 2021] [added: 2022] (the “Proxy Statement”).

[removed: “Director and Executive] [added: “Executive] Compensation” is incorporated herein by reference from our 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.

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See Index to Consolidated Financial Statements appearing on page [removed: [57](#id86fd717f8db47de9b77726f0dab9ec7_103).][added: [56](#i809a32b7dc684b239dca61fb5af8c7ab_103).]

| 2.2 | | | | | | [Sale and Purchase Agreement between Vertiv Holdings Ireland DAC, Vertiv International Holding Corporation (“Buyers”), Vertiv Holdings Co (the “Company”) and the Sellers named therein,](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm) [](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)[dated September 8, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)[.](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)] | | | | | | | | |

| 3.2 | | | | | | [Certificate of Amendment [removed: to](http://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit31-amendmenttoartic.htm) [Second] [added: to Second] Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit31-amendmenttoartic.htm) | | | | | | | | |

| 4.7 | | | | | | [Registration Rights [removed: Agreement \[E&I Transaction\],] [added: Agreement,] dated as of November 1, 2021, by and among the Company, each of the Holders listed on Schedule A thereto and the other Holders time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521315408/d248934dex101.htm) | | | | | | | | |

| 4.8* | | | | | | [removed: Description] [added: [Description] of Securities of Vertiv Holdings [removed: Co.] [added: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno48vrt-fy2022.htm)] | | | | | | | | |

| [removed: 10.2] [added: 10.2] | | | | | | [removed: [Tax Receivable Agreement, dated February 7, 2020, by and between] [added: [2020 Stock Incentive Plan of] Vertiv [removed: Holding] [added: Holdings] Co and [removed: VPE Holdings, LLC] [added: its Affiliates] (incorporated by reference to Exhibit [removed: 10.4] [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/d880241dex104.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex105.htm)] | | | | | | | | |

| [removed: 10.3] [added: 10.29] | | | | | | [TRA Repurchase Agreement, dated as of December 31, 2021, by and between Vertiv Holdings Co and VPE Holdings, [removed: 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] [added: LLC (incorporated] by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 6, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm)] | | | | | | | | |

| 10.4 | | | | | | [removed: [2020] [added: [Form of Restricted] Stock [added: Unit Agreement under the 2020 Stock] Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit [removed: 10.5] [added: 10.7] 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/d880241dex107.htm)] | | | | | | | | |

| [removed: 10.5] [added: 10.3] | | | | | | [Form of Stock Option Award Agreement under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex106.htm) | | | | | | | | |

| 10.6 | | | | | | [removed: [Form of Restricted Stock Unit Agreement under the 2020 Stock Incentive Plan of Vertiv] [added: [Vertiv] Holdings Co [removed: and its Affiliates] [added: Executive Employment Policy] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.9] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K,] [added: 8-K,] filed with the SEC on [removed: March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex107.htm)] [added: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex109.htm)] | | | | | | | | |

| [removed: 10.7] [added: 10.5] | | | | | | [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: 10.8] [added: 10.8] | | | | | | [removed: [Vertiv Holdings Co Executive Employment Policy] [added: [Form of Indemnification Agreement] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.11] 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/d880241dex1011.htm)] | | | | | | | | |

| [removed: 10.9] [added: 10.7] | | | | | | [Form of Executive Offer Letter (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm) | | | | | | | | |

| [removed: 10.10] [added: 10.28] | | | | | | [Form of [removed: Indemnification] [added: Special Performance Award] Agreement (incorporated by reference to Exhibit [removed: 10.11] [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/d880241dex1011.htm)] [added: November 21, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522289475/d356491dex101.htm)] | | | | | | | | |

| [removed: 10.11] [added: 10.9] | | | | | | [Revolving Credit Agreement, dated as of November 30, 2016, by and among Vertiv Intermediate Holding II Corporation (f/k/a Cortes NP Intermediate Holding II Corporation), Vertiv Group Corporation (f/k/a Cortes NP Acquisition Corporation), as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the collateral agents party thereto (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1019.htm) | | | | | | | | |

| [removed: 10.12] [added: 10.10] | | | | | | [Amendment No. 1 to Revolving Credit Agreement, dated as of September 28, 2018, by and among Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1020.htm) | | | | | | | | |

| [removed: 10.13] [added: 10.11] | | | | | | [Amendment No. 2 to Revolving Credit Agreement, dated as of October 19, 2018, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1021.htm) | | | | | | | | |

| [removed: 10.14] [added: 10.12] | | | | | | [Amendment No. 3 to Revolving Credit Agreement, dated as of February 15, 2019, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the other credit parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1022.htm) | | | | | | | | |

| [removed: 10.15] [added: 10.13] | | | | | | [Amendment No. 4 to Revolving Credit Agreement, dated as of January 14, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1023.htm) | | | | | | | | |

| [removed: 10.16] [added: 10.14] | | | | | | [Amendment No. 5 to Revolving Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno102ablamendment.htm) | | | | | | | | |

| 10.18 | | | | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of March 10, 2021, by and among Vertiv [removed: 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,] [added: Group Corporation,] as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 10, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm) | | | | | | | | |

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

| [removed: 10.22] [added: 10.26] | | | | | | [removed: [Aircraft Time Sharing Agreement] [added: [Independent Contractor Agreement, dated effective January 1, 2023,] by and between Vertiv Group Corporation and [removed: Rob] [added: Robert] Johnson [removed: dated February 12, 2021] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm)[s] Quarterly Report on Form 10-Q, filed with the SEC on [removed: May 3, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021008627/exhibitno102vrt05032021.htm)] [added: October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm)] | | | | | | | | |

| [removed: 10.23] [added: 10.22] | | | | | | [Employment Agreement by and between Vertiv Holdings Co and Stephen Hen I Liang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit101-stephenhenilian.htm) | | | | | | | | |

| 21.1* | | | | | | [List of Vertiv’s [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno211vrt312022.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno211vrt02272023.htm)] | | | | | | | | |

| 23.1* | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno231vrt312022.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno231vrt02272023.htm)] | | | | | | | | |

| 31.1* | | | | | | [Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno311section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno311section302-vrt.htm)] | | | | | | | | |

| 31.2* | | | | | | [Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno312section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno312section302-vrt.htm)] | | | | | | | | |

| 32.1* | | | | | | [Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno321section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno321section906-vrt.htm)] | | | | | | | | |

| 32.2* | | | | | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022004533/exhibitno322section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno322section906-vrt.htm)] | | | | | | | | |

| 101.INS* | | | | | | The following financial statements from the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2022,] formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | | | | |

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

| 10.15 | | | | | | [Amendments No. 6 to the Revolving Credit Agreement, dated as of September 20, 2022, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1(a) to the Company’s Current Report on Form 8-K, filed on September 20, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101a.htm) | | | | | | | | |

| 10.16 | | | | | | [Amendments No. 7 to the Revolving Credit Agreement, dated as of September 20, 2022, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1(b) to the Company’s Current Report on Form 8-K, filed on September 20, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101b.htm) | | | | | | | | |

| 10.23 | | | | | | [First Amendment to Employment Agreement dated as of August 5, 2022 by and between Vertiv Holdings Co and Stephen Hen I Liang (incorporated by reference to Exhibit 10.1 to the Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm)[s Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm) | | | | | | | | |

| 10.24 | | | | | | [Confidential Separation Agreement and General Release and Waiver of Claims, dated September 9, 2022, by and between Vertiv Holdings Co, Vertiv Group Corporation, and Jason Forcier (incorporated by reference to Exhibit 10.2 to the Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm)[s Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm) | | | | | | | | |

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

| 10.25 | | | | | | [Retirement Agreement and General Release and Waiver of Claims, dated October 2, 2022, by and between Vertiv Holdings Co, Vertiv Group Corporation, and Robert Johnson (incorporated by reference to Exhibit 10.5 to the Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm)[s Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm) | | | | | | | | |

| 10.27* | | | | | | [Employment Agreement, dated as of November 21, 2022, by and among Giordano Albertazzi, Vertiv Corporation, and Vertiv Holdings Co](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm)[.](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm) | | | | | | | | |

| 10.30 | | | | | | [Amendment No. 1 to TRA Repurchase Agreement, dated as of June 15, 2022, by and between Vertiv Holdings Co and VPE Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 15, 2022](http://www.sec.gov/Archives/edgar/data/1674101/000162828022017243/ex101-amendmentno1totrarep.htm)[.](http://www.sec.gov/Archives/edgar/data/1674101/000162828022017243/ex101-amendmentno1totrarep.htm) | | | | | | | | |

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

| Date: | | | [removed: March 1, 2022] [added: February 27, 2023] | | | | | | Vertiv Holdings Co | | | | | |

| [removed: Rob Johnson] [added: Giordano Albertazzi] | | | (Principal Executive Officer) | | | | | |

| /s/ David J. Fallon | | | Chief Financial Officer | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Scott A. Cripps | | | Chief Accounting Officer | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ David M. Cote | | | Executive Chairman of the Board | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Joseph van Dokkum | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Roger Fradin | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Jacob Kotzubei | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Matthew Louie | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Edward L. Monser | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Steven S. Reinemund | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

| /s/ Robin L. Washington | | | Director | | | [removed: March 1, 2022] [added: February 27, 2023] | | |

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

| | | | | | | | | | /s/ Giordano Albertazzi | | | | | |

| | | | | | | | | | Name: Giordano Albertazzi | | | | | |

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

| /s/ Giordano Albertazzi | | | Chief Executive Officer and Director | | | February 27, 2023 | | |

| /s/ Joseph J. DeAngelo | | | Director | | | February 27, 2023 | | |

| Joseph J. DeAngelo | | | | | | | | |

| /s/ Jakki L. Haussler | | | Director | | | February 27, 2023 | | |

| Jakki L. Haussler | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

[Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)

| | | | | | | | | | /s/ Rob Johnson | | | | | |

| | | | | | | | | | Name: Rob Johnson | | | | | |

| /s/ Rob Johnson | | | Chief Executive Officer and Director | | | March 1, 2022 | | |

| [Report of Independent Public Accounting [removed: Firm](#id86fd717f8db47de9b77726f0dab9ec7_106)] [added: Firm](#i809a32b7dc684b239dca61fb5af8c7ab_106)] (PCAOB ID: 42) | | | | | | | | | | | | | | | [removed: [58](#id86fd717f8db47de9b77726f0dab9ec7_106)] [added: [57](#i809a32b7dc684b239dca61fb5af8c7ab_106)] | | |

| [Consolidated Statements of Earnings [removed: (Loss)](#id86fd717f8db47de9b77726f0dab9ec7_112)] [added: (Loss)](#i809a32b7dc684b239dca61fb5af8c7ab_112)] | | | | | | | | | | | | | | | [removed: [60](#id86fd717f8db47de9b77726f0dab9ec7_112)] [added: [59](#i809a32b7dc684b239dca61fb5af8c7ab_112)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#id86fd717f8db47de9b77726f0dab9ec7_115)] [added: (Loss)](#i809a32b7dc684b239dca61fb5af8c7ab_115)] | | | | | | | | | | | | | | | [removed: [61](#id86fd717f8db47de9b77726f0dab9ec7_115)] [added: [60](#i809a32b7dc684b239dca61fb5af8c7ab_115)] | | |

| [Consolidated Balance [removed: Sheets](#id86fd717f8db47de9b77726f0dab9ec7_118)] [added: Sheets](#i809a32b7dc684b239dca61fb5af8c7ab_118)] | | | | | | | | | | | | | | | [removed: [62](#id86fd717f8db47de9b77726f0dab9ec7_118)] [added: [61](#i809a32b7dc684b239dca61fb5af8c7ab_118)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id86fd717f8db47de9b77726f0dab9ec7_121)] [added: Flows](#i809a32b7dc684b239dca61fb5af8c7ab_121)] | | | | | | | | | | | | | | | [removed: [63](#id86fd717f8db47de9b77726f0dab9ec7_121)] [added: [62](#i809a32b7dc684b239dca61fb5af8c7ab_121)] | | |

| [Consolidated Statements of Stockholders’ Equity [removed: (Deficit)](#id86fd717f8db47de9b77726f0dab9ec7_124)] [added: (Deficit)](#i809a32b7dc684b239dca61fb5af8c7ab_124)] | | | | | | | | | | | | | | | [removed: [64](#id86fd717f8db47de9b77726f0dab9ec7_124)] [added: [63](#i809a32b7dc684b239dca61fb5af8c7ab_124)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id86fd717f8db47de9b77726f0dab9ec7_127)] [added: Statements](#i809a32b7dc684b239dca61fb5af8c7ab_127)] | | | | | | | | | | | | | | | [removed: [65](#id86fd717f8db47de9b77726f0dab9ec7_127)] [added: [64](#i809a32b7dc684b239dca61fb5af8c7ab_127)] | | |

| [1: [removed: Summary] [added: Description] of [added: business and summary of] significant accounting [removed: policies](#id86fd717f8db47de9b77726f0dab9ec7_130)] [added: policies](#i809a32b7dc684b239dca61fb5af8c7ab_130)] | | | | | | | | | | | | | | | [removed: [65](#id86fd717f8db47de9b77726f0dab9ec7_130)] [added: [64](#i809a32b7dc684b239dca61fb5af8c7ab_130)] | | |

| [5: Goodwill and other intangible [removed: assets](#id86fd717f8db47de9b77726f0dab9ec7_145)] [added: assets](#i809a32b7dc684b239dca61fb5af8c7ab_148)] | | | | | | | | | | | | | | | [removed: [77](#id86fd717f8db47de9b77726f0dab9ec7_145)] [added: [76](#i809a32b7dc684b239dca61fb5af8c7ab_148)] | | |

| [10: Related Party [removed: Transactions](#id86fd717f8db47de9b77726f0dab9ec7_166)] [added: Transactions](#i809a32b7dc684b239dca61fb5af8c7ab_166)] | | | | | | | | | | | | | | | [removed: [89](#id86fd717f8db47de9b77726f0dab9ec7_166)] [added: [89](#i809a32b7dc684b239dca61fb5af8c7ab_166)] | | |

| [11: Other financial [removed: information](#id86fd717f8db47de9b77726f0dab9ec7_163)] [added: information](#i809a32b7dc684b239dca61fb5af8c7ab_169)] | | | | | | | | | | | | | | | [removed: [90](#id86fd717f8db47de9b77726f0dab9ec7_163)] [added: [90](#i809a32b7dc684b239dca61fb5af8c7ab_169)] | | |

| [12: Financial Information and risk [removed: management](#id86fd717f8db47de9b77726f0dab9ec7_169)] [added: management](#i809a32b7dc684b239dca61fb5af8c7ab_172)] | | | | | | | | | | | | | | | [removed: [90](#id86fd717f8db47de9b77726f0dab9ec7_169)] [added: [90](#i809a32b7dc684b239dca61fb5af8c7ab_172)] | | |

| [13: Accumulated other comprehensive [removed: income](#id86fd717f8db47de9b77726f0dab9ec7_175)] [added: income](#i809a32b7dc684b239dca61fb5af8c7ab_175)] | | | | | | | | | | | | | | | [removed: [94](#id86fd717f8db47de9b77726f0dab9ec7_175)] [added: [92](#i809a32b7dc684b239dca61fb5af8c7ab_175)] | | |

| [14: Segment [removed: information](#id86fd717f8db47de9b77726f0dab9ec7_178)] [added: information](#i809a32b7dc684b239dca61fb5af8c7ab_178)] | | | | | | | | | | | | | | | [removed: [94](#id86fd717f8db47de9b77726f0dab9ec7_178)] [added: [93](#i809a32b7dc684b239dca61fb5af8c7ab_178)] | | |

| [15: Stock-based [removed: compensation](#id86fd717f8db47de9b77726f0dab9ec7_181)] [added: compensation](#i809a32b7dc684b239dca61fb5af8c7ab_181)] | | | | | | | | | | | | | | | [removed: [96](#id86fd717f8db47de9b77726f0dab9ec7_181)] [added: [95](#i809a32b7dc684b239dca61fb5af8c7ab_181)] | | |

| [16: Earnings per [removed: share](#id86fd717f8db47de9b77726f0dab9ec7_184)] [added: share](#i809a32b7dc684b239dca61fb5af8c7ab_184)] | | | | | | | | | | | | | | | [removed: [98](#id86fd717f8db47de9b77726f0dab9ec7_184)] [added: [96](#i809a32b7dc684b239dca61fb5af8c7ab_184)] | | |

| [17: Commitments and [removed: Contingencies](#id86fd717f8db47de9b77726f0dab9ec7_187)] [added: Contingencies](#i809a32b7dc684b239dca61fb5af8c7ab_187)] | | | | | | | | | | | | | | | [removed: [98](#id86fd717f8db47de9b77726f0dab9ec7_187)] [added: [97](#i809a32b7dc684b239dca61fb5af8c7ab_187)] | | |

We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings (loss), comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material aspects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated [removed: March 1, 2022] [added: February 27, 2023] expressed an unqualified opinion thereon.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Net sales | | | [removed: 4,998.1] [added: 5,691.5] | | | | | | [removed: 4,370.6] [added: 4,998.1] | | | | | | [removed: 4,431.2] [added: 4,370.6] | | | | | |

| Cost of sales | | | [removed: 3,475.4] [added: 4,075.4] | | | | | | [removed: 2,896.9] [added: 3,475.4] | | | | | | [removed: 2,978.2] [added: 2,896.9] | | | | | |

| Selling, general and administrative expenses | | | [removed: 1,109.0] [added: 1,178.3] | | | | | | [removed: 1,008.4] [added: 1,109.0] | | | | | | [removed: 1,100.8] [added: 1,008.4] | | | | | |

| Amortization of intangibles | | | [removed: 144.3] [added: 215.8] | | | | | | [removed: 128.7] [added: 144.3] | | | | | | [removed: 129.2] [added: 128.7] | | | | | |

| Restructuring costs | | | [removed: 1.4] [added: 0.7] | | | | | | [removed: 73.9] [added: 1.4] | | | | | | [removed: 20.7] [added: 73.9] | | | | | |

| Foreign currency (gain) loss, net | | | [removed: 3.2] [added: 3.7] | | | | | | [removed: 26.0] [added: 3.2] | | | | | | [removed: (1.5)] [added: 26.0] | | | | | |

| Asset impairments | | | [removed: 8.7] [added: —] | | | | | | [removed: 21.7] [added: 8.7] | | | | | | [removed: —] [added: 21.7] | | | | | |

| Other operating expense (income) | | | [removed: (3.8)] [added: (5.8)] | | | | | | [removed: 1.5] [added: (3.8)] | | | | | | [removed: (2.3)] [added: 1.5] | | | | | |

| Operating profit (loss) | | | [removed: 259.9] [added: 223.4] | | | | | | [removed: 213.5] [added: 259.9] | | | | | | [removed: 206.1] [added: 213.5] | | | | | |